EXHIBIT 10.29

                     BION ENVIRONMENTAL TECHNOLOGIES, INC.

                       2006 CONSOLIDATED INCENTIVE PLAN


1.   Purpose of the Plan

     The purposes of this Bion Environmental Technologies, Inc. 2006
Consolidated Incentive Plan ("Plan") are: a) to create shareholder value, and
b) to simplify and consolidate the multiple Incentive Plans which the Company
has previously had simultaneously in operation ("Prior Plans"). Therefore,
upon adoption of this Plan, all of the options, stock grants and other
incentive grants, if any, that are outstanding under the Prior Plans shall be
deemed to be outstanding under this Plan and each of the Prior Plans shall be
amended so that it is deemed to be consolidated with and merged into this
Plan. To effect its purpose of creating shareholder value, the Plan provides
incentives to selected employees and directors of the Company and its
Subsidiaries, and selected non employee consultants and advisors to the
Company and its Subsidiaries, who contribute, and are expected to contribute,
materially to its success. The Plan also provides a means of rewarding
outstanding performance and enhances the interest of such persons in the
Company's success and development by providing them a proprietary interest in
the Company. Further, the Plan is designed to enhance the Company's ability
to maintain a competitive position in attracting and retaining qualified
personnel necessary for the success and development of the Company.

2.   Definitions

     As used in the Plan, the following definitions apply to the terms
indicated below:

     (a)  "Board of Directors" shall mean the Board of Directors of Bion
Environmental Technologies, Inc.

     (b)  "Cause," when used in connection with the termination of a
Participant's employment with the Company, for purposes of the Plan, shall
mean the termination of the Participant's employment by the Company on
account of (i) the willful and continued failure by the Participant
substantially to perform his duties and obligations (other than any such
failure resulting from his incapacity due to physical or mental illness) or
(ii) the willful engaging by the Participant in an act or acts which could
reasonably be expected to cause injury to the Company or are contrary to the
best interests of the Company. For purposes of this Section 2(b), no act, or
failure to act, on a Participant's part shall be considered "willful" unless
done, or omitted to be done, by the Participant in bad faith and without
reasonable belief that his action or omission was in the best interests of
the Company.

     (c)  "Cash Bonus" shall mean an award of a bonus payable in cash
pursuant to Section 13 hereof.





     (d)  "Change in Control" shall mean:

          (i)  the acquisition at any time by a "person" or "group" (as that
term is used in Sections 13(d)and 14(d)(2) of the Exchange Act) (excluding,
for this purpose, the Company or any Subsidiary or any employee benefit plan
of the Company or any Subsidiary) of beneficial ownership (as defined in
Rule 13d 3 under the Exchange Act) directly or indirectly, of securities
representing 67% or more of the combined voting power in the election of
directors of the then outstanding securities of the Company or any successor
of the Company;

           (ii)  the termination of service as directors, for any reason
other than death, disability or retirement from the Board of Directors,
during any period of two consecutive years or less, of individuals who at the
beginning of such period constituted three-quarters (3/4's) of the Board of
Directors, unless the election of or nomination for election of each new
director during such period was approved  by a vote of at least two thirds of
the directors still in office who were directors at the beginning of the
period;

           (iii)  approval by the shareholders of the Company of any merger
or consolidation or statutory share exchange as a result of which the Common
Shares shall be changed, converted or exchanged (other than a merger or share
exchange with a wholly owned Subsidiary of the Company), or liquidation of
the Company, or any sale or disposition of 60% or more of the assets or
earning power of the Company; or

           (iv)  approval by the shareholders of the Company of any merger,
consolidation or statutory share exchange to which the Company is a party as
a result of which the persons who were shareholders of the Company
immediately prior to the effective date of the merger, consolidation or
statutory share exchange shall have beneficial ownership of less than 50% of
the combined voting power in the election of directors of the surviving
corporation following the effective date of such merger, consolidation or
statutory share exchange;

          provided, however, that no change in control shall be deemed to
have occurred if, prior to such time as a change in control would otherwise
be deemed to have occurred, the Company's Board of Directors deems otherwise.

     (e)  "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.

     (f)  "Common Shares" shall mean Bion Environmental Technologies, Inc.
common shares, no par value per share.

     (g)  "Company" shall mean Bion Environmental Technologies, Inc., a
Colorado corporation, and each of its Subsidiaries.

     (h)  "Disability" shall mean a Participant's inability to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than
twelve (12) months.

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     (i)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (j)  The "Fair Market Value" of Common Shares with respect to any day
shall be (i) the closing sales price on the immediately preceding business
day of Common Shares as reported on the principal securities exchange on
which Common Shares are then listed or admitted to trading, or (ii) if not so
reported, the average of the closing bid and ask prices on the immediately
preceding business day as reported on the National Association of Securities
Dealers Automated Quotation System, or (iii) if not so reported, as furnished
by any member of the National Association of Securities Dealers, Inc.
selected by the Board of Directors. In the event that the price of Common
Shares shall not be so reported, the Fair Market Value of Common Shares shall
be determined by the Board of Directors in its absolute discretion.

     (k)  "Incentive Award" shall mean an Option, LSAR, Tandem SAR, Stand
Alone SAR, share of Phantom Stock, Stock Bonus or Cash Bonus granted pursuant
to the terms of the Plan.

     (l)  "Incentive Stock Option" shall mean an Option which is an
"incentive stock option" within the meaning of Section 422 of the Code and
which is identified as an Incentive Stock Option in the agreement by which it
is evidenced.

     (m)  "Issue Date" shall mean the date established by the Board of
Directors on which certificates representing shares of Restricted Stock shall
be issued by Bion Environmental Technologies, Inc. pursuant to the terms of
Section 10(d) hereof.

     (n)  "LSAR" shall mean a limited stock appreciation right which is
granted pursuant to the provisions of Section 7 hereof and which relates to
an Option. Each LSAR shall be exercisable only upon the occurrence of a
Change in Control and only in the alternative to the exercise of its related
Option.

     (o)  "Non Employee Participant" shall mean a Participant who is not an
employee of the Company.

     (p)  "Non Qualified Stock Option" shall mean an Option which is not an
Incentive Stock Option and which is identified as a Non Qualified Stock
Option in the agreement by which it is evidenced.

     (q)  "Option" shall mean an option to purchase Common Shares of Bion
Environmental Technologies, Inc. granted pursuant to Section 6 hereof. Each
Option shall be identified as either an Incentive Stock Option or a Non
Qualified Stock Option in the agreement by which it is evidenced.

     (r)  "Participant" shall mean a person who is eligible to participate in
the Plan and to whom an Incentive Award is granted pursuant to the Plan, and,
upon his death, his successors, heirs, executors and administrators, as the
case may be.

     (s)  "Person" shall mean a "person," as such term is used in Sections
13(d) and 14(d) of the Exchange Act.

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     (t)  "Phantom Stock" shall mean the right to receive in cash the Fair
Market Value of Common Shares of Bion Environmental Technologies, Inc., which
right is granted pursuant to Section 11 hereof and subject to the terms and
conditions contained therein.

     (u)  "Plan" shall mean the Bion Environmental Technologies, Inc.
2006Incentive Plan, as it may be amended from time to time.

     (v)  "Restricted Stock" shall mean a Common Share which is granted
pursuant to the terms of Section 10 hereof and which is subject to the
restrictions set forth in Section 10(c) hereof for so long as such
restrictions continue to apply to such share.

     (w)  "Securities Act" shall mean the Securities Act of 1933, as amended.

     (x)  "Stand Alone SAR" shall mean a stock appreciation right granted
pursuant to Section 9 hereof which is not related to any Option.

     (y)  "Stock Bonus" shall mean a grant of a bonus payable in Common
Shares pursuant to Section 12 hereof.

     (z)  "Subsidiary" shall mean any corporation in which at the time of
reference Bion Environmental Technologies, Inc. owns, directly or indirectly,
stock comprising more than fifty percent of the total combined voting power
of all classes of stock of such corporation.

     (aa)  "Tandem SAR" shall mean a stock appreciation right granted
pursuant to Section 8 hereof which is related to an Option. Each Tandem SAR
shall be exercisable only to the extent its related Option is exercisable and
only in the alternative to the exercise of its related Option.

     (bb)  "Vesting Date" shall mean the date established by the Board of
Directors on which a share of Restricted Stock or Phantom Stock may vest.

     (cc)  "Bion Environmental Technologies, Inc." shall mean Bion
Environmental Technologies, Inc., a Colorado corporation, and its successors.

3.   Stock Subject to the Plan

     Under the Plan, the Board of Directors may grant to Participants (i)
Options, (ii) LSARs, (iii) Tandem SARs, (iv) Stand Alone SARs, (v) shares of
Restricted Stock, (vi) shares of Phantom Stock, (vii) Stock Bonuses and
(viii) Cash Bonuses; provided, however, that grants under the Plan to non
employee directors of the Company shall be made by the Board of Directors.
When referring to grants under the Plan to non employee directors of the
Company, any reference in this Plan to the Board of Directors shall be deemed
to refer to the Board of Directors.

     Subject to adjustment as provided in Section 14 hereof, the Board of
Directors may grant Options, Stand Alone SARs, shares of Restricted Stock,
shares of Phantom Stock and Stock Bonuses under the Plan with respect to a
number of Common Shares that in the aggregate does not exceed 3,200,000

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shares. The maximum number of Common Shares for which Incentive Awards,
including Incentive Stock Options, may be granted to any one Participant
shall not exceed 500,000 shares in any one calendar year; and the total of
all cash payments to any one Participant pursuant to the Plan in any calendar
year shall not exceed $500,000.  The grant of an LSAR, Tandem SAR or Cash
Bonus shall not reduce the number of Common Shares with respect to which
Options, Stand Alone SARs, shares of Restricted Stock, shares of Phantom
Stock or Stock Bonuses may be granted pursuant to the Plan.

     In the event that any outstanding Option or Stand Alone SAR expires,
terminates or is canceled for any reason (other than pursuant to Paragraphs
7(b)(2) or 8(b)(3) hereof), the Common Shares subject to the unexercised
portion of such Option or Stand Alone SAR shall again be available for grants
under the Plan. In the event that an outstanding Option is canceled pursuant
to Paragraphs 7(b)(2) or 8(b)(3) hereof by reason of the exercise of an LSAR
or a Tandem SAR, the Common Shares subject to the canceled portion of such
Option shall not again be available for grants under the Plan. In the event
that any shares of Restricted Stock or Phantom Stock, or any Common Shares
granted in a Stock Bonus are forfeited or canceled for any reason, such
shares shall again be available for grants under the Plan.

     Common Shares issued under the Plan may be either newly issued shares or
treasury shares, at the discretion of the Board of Directors, and Bion
Environmental Technologies, Inc. hereby reserves 3,200,000 Common Shares for
issuance pursuant to the Plan.

4.   Administration of the Plan

     The Plan shall be administered by the Board of Directors. The Board of
Directors shall from time to time designate the persons who shall be granted
Incentive Awards and the amount and type of such Incentive Awards.

     The Board of Directors shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and
the terms of any Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary. Decisions of
the Board of Directors shall be final and binding on all parties.

     The Board of Directors may, in its absolute discretion (i) accelerate
the date on which any Option or Stand Alone SAR granted under the Plan
becomes exercisable, (ii) accelerate the Vesting Date or Issue Date, or waive
any condition imposed pursuant to Section 10(b) hereof, with respect to any
share of Restricted Stock granted under the Plan and (iii) accelerate the
Vesting Date or waive any condition imposed pursuant to Section 11 hereof,
with respect to any share of Phantom Stock granted under the Plan.

     In addition, the Board of Directors may, in its absolute discretion,
grant Incentive Awards to Participants on the condition that such
Participants surrender to the Board of Directors for cancellation such other
Incentive Awards (including, without limitation, Incentive Awards with higher
exercise prices) as the Board of Directors specifies. Notwithstanding Section
3 herein, prior to the surrender of such other Incentive Awards, Incentive
Awards granted pursuant to the preceding sentence of this Section 4 shall not
count against the limits set forth in such Section 3.

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     Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Board of Directors.

     No member of the Board of Directors shall be liable for any action,
omission, or determination relating to the Plan, and Bion Environmental
Technologies, Inc. shall indemnify and hold harmless each member of the Board
of Directors and each other director or employee of the Company to whom any
duty or power relating to the administration or interpretation of the Plan
has been delegated against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim with the approval
of the Board of Directors) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or
employee in bad faith and without reasonable belief that it was in the best
interests of the Company.

5.   Eligibility

     The persons who shall be eligible to receive Incentive Awards pursuant
to the Plan shall be such persons, including employees, officers, and
directors of the Company and non employee consultants and advisors to the
Company, as the Board of Directors shall select from time to time.

6.   Options

     Subject to the provisions of the Plan, the Board of Directors may grant
Options, which Options shall be evidenced by agreements in such form as the
Board of Directors shall from time to time approve. Options shall comply with
and be subject to the following terms and conditions:

     (a)  Identification of Options

          All Options granted under the Plan shall be clearly identified in
the agreement evidencing such Options as either Incentive Stock Options or as
Non Qualified Stock Options.

     (b)  Exercise Price

          The exercise price of any Non Qualified Stock Option granted under
the Plan shall be such price as the Board of Directors shall determine on the
date on which such Non Qualified Stock Option is granted; provided, that such
price may not be less than the minimum price required by applicable law. The
exercise price of any Incentive Stock Option granted under the Plan shall be
not less than 100% of the Fair Market Value of Common Shares on the date on
which such Incentive Stock Option is granted.

     (c)  Term and Exercise of Option

          (1)  Each Option shall be exercisable on such date or dates, during
such period and for such number of Common Shares as shall be determined by
the Board of Directors on the day on which such Option is granted and set

                                     6


forth in the Option agreement with respect to such Option; provided, however,
that no Option shall be exercisable after the expiration of ten years from
the date such Option was granted; and, provided, further, that each Option
shall be subject to earlier termination, expiration or cancellation as
provided in the Plan.

          (2)  Each Option shall be exercisable in whole or in part;
provided, that no partial exercise of an Option shall be for an aggregate
exercise price of less than $1,000, unless such partial exercise is for the
last remaining unexercised portion of such Option. The partial exercise of an
Option shall not cause the expiration, termination or cancellation of the
remaining portion thereof. Upon the partial exercise of an Option, the
agreements evidencing such Option and any related LSARs and Tandem SARs shall
be returned to the Participant exercising such Option together with the
delivery of the certificates described in Section 6(c)(5) hereof.

          (3)  An Option shall be exercised by delivering notice to Bion
Environmental Technologies, Inc.'s principal office, to the attention of its
Secretary, no less than one business day in advance of the effective date of
the proposed exercise. Such notice shall be accompanied by the agreements
evidencing the Option and any related LSARs and Tandem SARs, shall specify
the number of Common Shares with respect to which the Option is being
exercised and the effective date of the proposed exercise and shall be signed
by the Participant. The Participant may withdraw such notice at any time
prior to the close of business on the business day immediately preceding the
effective date of the proposed exercise, in which case such agreements shall
be returned to him. Payment for Common Shares purchased upon the exercise of
an Option shall be made on the effective date of such exercise either (i) in
cash, by certified check, bank cashier's check or wire transfer or (ii)
subject to the approval of the Board of Directors, in Common Shares owned by
the Participant and valued at their Fair Market Value on the effective date
of such exercise, or partly in Common Shares with the balance in cash, by
certified check, bank cashier's check or wire transfer. Any payment in Common
Shares shall be effected by the delivery of such shares to the Secretary of
Bion Environmental Technologies, Inc., duly endorsed in blank or accompanied
by stock powers duly executed in blank, together with any other documents and
evidences as the Secretary of Bion Environmental Technologies, Inc. shall
require from time to time.

          (4)  Any Option granted under the Plan may be exercised by a broker
dealer acting on behalf of a Participant if (i) the broker dealer has
received from the Participant or the Company a fully and duly endorsed
agreement evidencing such Option and instructions signed by the Participant
requesting Bion Environmental Technologies, Inc. to deliver the Common Shares
subject to such Option to the broker dealer on behalf of the Participant and
specifying the account into which such shares should be deposited, (ii)
adequate provision has been made with respect to the payment of any
withholding taxes due upon such exercise and (iii) the broker dealer and the
Participant have otherwise complied with Section 220.3(e)(4) of Regulation T,
12 CFR Part 220.

          (5)  Certificates for Common Shares purchased upon the exercise of
an Option shall be issued in the name of the Participant and delivered to the
Participant as soon as practicable following the effective date on which the
Option is exercised.

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     (d)  Limitations on Grant of Incentive Stock Options

          (1) The aggregate Fair Market Value of Common Shares with respect
to which "incentive stock options" (within the meaning of Section 422 of the
Code) are exercisable for the first time by a Participant during any calendar
year under the Plan and any other stock option plan of the Company (or any
"subsidiary" of Bion Environmental Technologies, Inc. as such term is defined
in Section 425 of the Code) shall not exceed $100,000. Such Fair Market Value
shall be determined as of the date on which each such incentive stock option
is granted. In the event that the aggregate Fair Market Value of Common
Shares with respect to such incentive stock options exceeds $100,000, then
Incentive Stock Options granted hereunder to such Participant shall, to the
extent and in the order required by Regulations promulgated under the Code
(or any other authority having the force of Regulations), automatically be
deemed to be Non Qualified Stock Options, but all other terms and provisions
of such Incentive Stock Options shall remain unchanged. In the absence of
such Regulations (and authority), or in the event such Regulations (or
authority) require or permit a designation of the options which shall cease
to constitute incentive stock options, Incentive Stock Options shall, to the
extent of such excess and in the order in which they were granted,
automatically be deemed to be Non Qualified Stock Options, but all other
terms and provisions of such Incentive Stock Options shall remain unchanged.

          (2)  No Incentive Stock Option may be granted to an individual if,
at the time of the proposed grant, such individual owns stock possessing more
than ten percent of the total combined voting power of all classes of stock
of Bion Environmental Technologies, Inc. or any of its "subsidiaries" (within
the meaning of Section 425 of the Code), unless (i) the exercise price of
such Incentive Stock Option is at least one hundred and ten percent of the
Fair Market Value of a Common Share at the time such Incentive Stock Option
is granted and (ii) such Incentive Stock Option is not exercisable after the
expiration of five years from the date such Incentive Stock Option is
granted.

     (e)  Effect of Termination of Employment: Unless expressly provided
otherwise by the Board of Directors of the Company:

          (1)  In the event that the employment of a Participant with the
Company shall terminate for any reason other than retirement at age 60 or
later, Cause, Disability or death (i) Options granted to such Participant, to
the extent that they were exercisable at the time of such termination, shall
remain exercisable until the expiration of three months after such
termination, on which date they shall expire, and (ii) Options granted to
such Participant, to the extent that they were not exercisable at the time of
such termination, shall expire at the close of business on the date of such
termination; provided, however, that no Option shall be exercisable after the
expiration of its term, and further expressly provided that this provision
may be varied/amended by specific provisions in any given agreement
evidencing an option.

          (2)  In the event that the employment of a Participant with the
Company shall terminate on account of the retirement at age 55 or later,
Disability or death of the Participant (i) Options granted to such

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Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of one year after
such termination, on which date they shall expire, and (ii) Options granted
to such Participant, to the extent that they were not exercisable at the time
of such  termination, shall expire at the close of business on the date of
such termination; provided, however, that no Option shall be exercisable
after the expiration of its term.

          (3)  In the event of the termination of a Participant's employment
for Cause, all outstanding Options granted to such Participant shall expire
at the commencement of business on the date of such termination.

          (4)  In the event that a Non Employee Participant ceases to provide
services to the Company, all Options granted to such Non Employee Participant
shall remain exercisable in accordance with their terms.

     (f)  Acceleration of Exercise Date Upon Change in Control

          Upon the occurrence of a Change in Control, each Option granted
under the Plan and outstanding at such time shall become fully and
immediately exercisable and shall remain exercisable until its expiration,
termination or cancellation pursuant to the terms of the Plan.

7.   Limited Stock Appreciation Rights

     The Board of Directors may grant in connection with any Option granted
hereunder one or more LSARs relating to a number of Common Shares equal to or
less than the number of Common Shares subject to the related Option. An LSAR
may be granted at the same time as, or subsequent to the time that, its
related Option is granted. Each LSAR shall be evidenced by an agreement in
such form as the Board of Directors shall from time to time approve. Each
LSAR granted hereunder shall be subject to the following terms and
conditions:

     (a)  Benefit Upon Exercise

          (1)  The exercise of an LSAR relating to a Non Qualified Stock
Option with respect to any number of Common Shares shall entitle the
Participant to a cash payment, for each such share, equal to the excess of
(i) the greater of (A) the highest price per Common Share paid in the Change
in Control in connection with which such LSAR became exercisable and (B) the
Fair Market Value of a Common Share on the date of such Change in Control
over (ii) the exercise price of the related Option. Such payment shall be
paid as soon as practical, but in no event later than the expiration of five
business days, after the effective date of such exercise.

          (2)  The exercise of an LSAR relating to an Incentive Stock Option
with respect to any number of Common Shares shall entitle the Participant to
a cash payment, for each such share, equal to the excess of (i) the Fair
Market Value of a Common Share on the effective date of such exercise over
(ii) the exercise price of the related Option. Such payment shall be paid as
soon as practical, but in no event later than the expiration of five business
days, after the effective date of such exercise.

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     (b)  Term and Exercise of LSARs

          (1)  An LSAR shall be exercisable only during the period commencing
on the first day following the occurrence of a Change in Control and
terminating on the expiration of sixty days after such date. Notwithstanding
the preceding sentence of this Section 7(b), in the event that an LSAR held
by any Participant who is or may be subject to the provisions of Section
16(b) of the Exchange Act becomes exercisable prior to the expiration of six
months following the date on which it is granted, then the LSAR shall also be
exercisable during the period commencing on the first day immediately
following the expiration of such six month period and terminating on the
expiration of sixty days following such date. Notwithstanding anything else
herein, an LSAR relating to an Incentive Stock Option may be exercised with
respect to a Common Share only if the Fair Market Value of such share on the
effective date of such exercise exceeds the exercise price relating to such
share. Notwithstanding anything else herein, an LSAR may be exercised only if
and to the extent that the Option to which it relates is exercisable.

          (2)  The exercise of an LSAR with respect to a number of Common
Shares shall cause the immediate and automatic cancellation of the Option to
which it relates with respect to an equal number of shares. The exercise of
an Option, or the cancellation, termination or expiration of an Option (other
than pursuant to this Paragraph (2)), with respect to a number of Common
Shares, shall cause the cancellation of the LSAR related to it with respect
to an equal number of shares.

          (3)  Each LSAR shall be exercisable in whole or in part; provided,
that no partial exercise of an LSAR shall be for an aggregate exercise price
of less than $1,000, unless such partial exercise is for the last remaining
unexercised portion of such LSAR. The partial exercise of an LSAR shall not
cause the expiration, termination or cancellation of the remaining portion
thereof. Upon the partial exercise of an LSAR, the agreements evidencing the
LSAR, the related Option and any Tandem SARs related to such Option shall be
returned to the Participant exercising such LSAR together with the payment
described in Paragraph 7(a)(1) or (2) hereof, as applicable.

          (4)  An LSAR shall be exercised by delivering notice to Bion
Environmental Technologies, Inc.'s principal office, to the attention of its
Secretary, no less than one business day in advance of the effective date of
the proposed exercise. Such notice shall be accompanied by the applicable
agreements evidencing the LSAR, the related Option and any Tandem SARs
relating to such Option, shall specify the number of Common Shares with
respect to which the LSAR is being exercised and the effective date of the
proposed exercise and shall be signed by the Participant. The Participant may
withdraw such notice at any time prior to the close of business on the
business day immediately preceding the effective date of the proposed
exercise, in which case such agreements shall be returned to him.

8.   Tandem Stock Appreciation Rights

     The Board of Directors may grant in connection with any Option granted
hereunder one or more Tandem SARs relating to a number of Common Shares equal
to or less than the number of Common Shares subject to the related Option. A

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Tandem SAR may be granted at the same time as, or subsequent to the time
that, its related Option is granted. Each Tandem SAR shall be evidenced by an
agreement in such form as the Board of Directors shall from time to time
approve. Tandem SARs shall comply with and be subject to the following terms
and conditions:

     (a)  Benefit Upon Exercise

          The exercise of a Tandem SAR with respect to any number of Common
Shares shall entitle a Participant to a cash payment, for each such share,
equal to the excess of (i) the Fair Market Value of a Common Share on the
effective date of such exercise over (ii) the exercise price of the related
Option. Such payment shall be paid as soon as practical, but in no event
later than the expiration of five business days, after the effective date of
such exercise.

     (b)  Term and Exercise of Tandem SAR

          (1)  A Tandem SAR shall be exercisable at the same time and to the
same extent (on a proportional basis, with any fractional amount being
rounded down to the immediately preceding whole number) as its related
Option. Notwithstanding the first sentence of this Paragraph 8(b)(1), (i) a
Tandem SAR shall not be exercisable at any time that an LSAR related to the
Option to which the Tandem SAR is related is exercisable and (ii) a Tandem
SAR relating to an Incentive Stock Option may be exercised with respect to a
Common Share only if the Fair Market Value of such share on the effective
date of such exercise exceeds the exercise price relating to such share.

          (2)  Notwithstanding the first sentence of Paragraph 8(b)(1)
hereof, the Board of Directors may, in its absolute discretion, grant one or
more Tandem SARs which shall not become exercisable unless and until the
Participant to whom such Tandem SAR is granted is, in the determination of
the Board of Directors, subject to Section 16(b) of the Exchange Act and
which shall cease to be exercisable if and at the time that the Participant
ceases, in the determination of the Board of Directors, to be subject to such
Section 16(b).

          (3)  The exercise of a Tandem SAR with respect to a number of
Common Shares shall cause the immediate and automatic cancellation of its
related Option with respect to an equal number of shares. The exercise of an
Option, or the cancellation, termination or expiration of an Option (other
than pursuant to this Paragraph (3)), with respect to a number of Common
Shares shall cause the automatic and immediate cancellation of its related
Tandem SARs to the extent that the number of Common Shares subject to such
Option after such exercise, cancellation, termination or expiration is less
than the number of shares subject to such Tandem SARs. Such Tandem SARs shall
be canceled in the order in which they became exercisable.

          (4)  Each Tandem SAR shall be exercisable in whole or in part;
provided, that no partial exercise of a Tandem SAR shall be for an aggregate
exercise price of less than $1,000, unless such partial exercise is for the
last remaining unexercised portion of such Tandem SAR. The partial exercise

                                     11


of a Tandem SAR shall not cause the expiration, termination or cancellation
of the remaining portion thereof. Upon the partial exercise of a Tandem SAR,
the agreements evidencing such Tandem SAR, its related Option and LSARs
relating to such Option shall be returned to the Participant exercising such
Tandem SAR together with the payment described in Section 8(a) hereof.

          (5)  A Tandem SAR shall be exercised by delivering notice to Bion
Environmental Technologies, Inc.'s principal office, to the attention of its
Secretary, no less than one business day in advance of the effective date of
the proposed exercise. Such notice shall be accompanied by the applicable
agreements evidencing the Tandem SAR, its related Option and any LSARs
related to such Option, shall specify the number of Common Shares with
respect to which the Tandem SAR is being exercised and the effective date of
the proposed exercise and shall be signed by the Participant. The Participant
may withdraw such notice at any time prior to the close of business on the
business day immediately preceding the effective date of the proposed
exercise, in which case such agreements shall be returned to him.

9.   Stand Alone Stock Appreciation Rights

     Subject to the provisions of the Plan, the Board of Directors may grant
Stand Alone SARs, which Stand Alone SARs shall be evidenced by agreements in
such form as the Board of Directors shall from time to time approve. Stand
Alone SARs shall comply with and be subject to the following terms and
conditions:

     (a)  Exercise Price

          The exercise price of any Stand Alone SAR granted under the Plan
shall be determined by the Board of Directors at the time of the grant of
such Stand Alone SAR.

     (b)  Benefit Upon Exercise

          The exercise of a Stand Alone SAR with respect to any number of
Common Shares prior to the occurrence of a Change in Control shall entitle a
Participant to a cash payment, for each such share, equal to the excess of
(i) the Fair Market Value of a Common Share on the exercise date over (ii)
the exercise price of the Stand Alone SAR. The exercise of a Stand Alone SAR
with respect to any number of Common Shares upon or after the occurrence of a
Change in Control shall entitle a Participant to a cash payment, for each
such share, equal to the excess of (i) the greater of (A) the highest price
per Common Share paid in connection with such Change in Control and (B) the
Fair Market Value of a Common Share on the date of such Change in Control
over (ii) the exercise price of the Stand Alone SAR. Such payments shall be
paid as soon as practical, but in no event later than five business days,
after the effective date of the exercise.

     (c)  Term and Exercise of Stand Alone SARs

          (1)  Each Stand Alone SAR shall be exercisable on such date or
dates, during such period and for such number of Common Shares as shall be
determined by the Board of Directors and set forth in the Stand Alone SAR
agreement with respect to such Stand Alone SAR; provided, however, that no

                                    12


Stand Alone SAR shall be exercisable after the expiration of ten years from
the date such Stand Alone SAR was granted; and, provided, further, that each
Stand Alone SAR shall be subject to earlier termination, expiration or
cancellation as provided in the Plan.

          (2)  Each Stand Alone SAR may be exercised in whole or in part;
provided, that no partial exercise of a Stand Alone SAR shall be for an
aggregate exercise price of less than $1,000, unless such partial exercise is
for the last remaining unexercised portion of such Stand Alone SAR. The
partial exercise of a Stand Alone SAR shall not cause the expiration,
termination or cancellation of the remaining portion thereof. Upon the
partial exercise of a Stand Alone SAR, the agreement evidencing such Stand
Alone SAR shall be returned to the Participant exercising such Stand Alone
SAR together with the payment described in Section 9(b) hereof.

          (3)  A Stand Alone SAR shall be exercised by delivering notice to
Bion Environmental Technologies, Inc.'s principal office, to the attention of
its Secretary, no less than one business day in advance of the effective date
of the proposed exercise. Such notice shall be accompanied by the applicable
agreement evidencing the Stand Alone SAR, shall specify the number of Common
Shares with respect to which the Stand Alone SAR is being exercised and the
effective date of the proposed exercise and shall be signed by the
Participant. The Participant may withdraw such notice at any time prior to
the close of business on the business day immediately preceding the effective
date of the proposed exercise, in which case the agreement evidencing the
Stand Alone SAR shall be returned to him.

     (d)  Effect of Termination of Employment

          (1)  In the event that the employment of a Participant with the
Company shall terminate for any reason other than retirement at age 60 or
later, Cause, Disability or death, (i) Stand Alone SARs granted to such
Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of one month after
such termination, on which date they shall expire, and (ii) Stand Alone SARs
granted to such Participant, to the extent that they were not exercisable at
the time of such termination, shall expire at the close of business on the
date of such termination; provided, however, that no Stand Alone SAR shall be
exercisable after the expiration of its term.

          (2)  In the event that the employment of a Participant with the
Company shall terminate on account of the retirement  at age 60 or later,
Disability or death of the Participant, (i) Stand Alone SARs granted to such
Participant, to the extent that they were exercisable at the time of such
termination, shall remain exercisable until the expiration of one year after
such termination, on which date they shall expire, and (ii) Stand Alone SARs
granted to such Participant, to the extent that they were not exercisable at
the time of such termination, shall expire at the close of business on the
date of such termination; provided, however, that no Stand Alone SAR shall be
exercisable after the expiration of its term.

                                     13



          (3)  In the event of the termination of a Participant's employment
for Cause, all outstanding Stand Alone SARs granted to such Participant shall
expire at the commencement of business on the date of such termination.

          (4)  In the event that a Non Employee Participant ceases to provide
services to the Company, all Stand Alone SARs granted to such Non Employee
Participant shall remain exercisable in accordance with their terms.

     (e)  Acceleration of Exercise Date Upon Change in Control

          Upon the occurrence of a Change in Control, each Stand Alone SAR
granted under the Plan and outstanding at such time shall become fully and
immediately exercisable and shall remain exercisable until its expiration,
termination or cancellation pursuant to the terms of the Plan.

10.  Restricted Stock

     Subject to the provisions of the Plan, the Board of Directors may grant
(directly or subject to contingencies) shares of Restricted Stock. Each grant
of shares of Restricted Stock shall be evidenced by an agreement in such form
as the Board of Directors shall from time to time approve.  Each grant of
shares of Restricted Stock shall comply with and be subject to the following
terms and conditions:

     (a)  Issue Date and Vesting Date

          At the time of the grant of shares of Restricted Stock, the Board
of Directors shall establish an Issue Date or Issue Dates and a Vesting Date
or Vesting Dates with respect to such shares. The Board of Directors may
divide such shares into classes and assign a different Issue Date and/or
Vesting Date for each class. Except as provided in Sections 10(c) and 10(f)
hereof, upon the occurrence of the Issue Date with respect to a share of
Restricted Stock, a share of Restricted Stock shall be issued in accordance
with the provisions of Section 10(d) hereof. Provided that all conditions to
the vesting of a share of Restricted Stock imposed pursuant to Section 10(b)
hereof are satisfied, and except as provided in Sections 10(c) and 10(f)
hereof, upon the occurrence of the Vesting Date with respect to a share of
Restricted Stock, such share shall vest and the restrictions of Section 10(c)
hereof shall cease to apply to such share.

     (b)  Conditions to Vesting

          At the time of the grant of shares of Restricted Stock, the Board
of Directors may impose such restrictions or conditions, not inconsistent
with the provisions hereof, to the vesting of such shares as it, in its
absolute discretion, deems appropriate. By way of example and not by way of
limitation, the Board of Directors may require, as a condition to the vesting
of any class or classes of shares of Restricted Stock, that the Participant
or the Company achieve certain performance criteria, such criteria to be
specified by the Board of Directors at the time of the grant of such shares.




                                     14


     (c)  Restrictions on Transfer Prior to Vesting

          Prior to the vesting of a share of Restricted Stock, no transfer of
a Participant's rights with respect to such shares, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately upon
any attempt to transfer such rights, such share, and all of the rights
related thereto, shall be forfeited by the Participant and the transfer shall
be of no force or effect.

     (d)  Issuance of Certificates

          (1)  Except as provided in Sections 10(c) or 10(f) hereof,
reasonably promptly after the Issue Date with respect to shares of Restricted
Stock, Bion Environmental Technologies, Inc. shall cause to be issued a stock
certificate, registered in the name of the Participant to whom such shares
were granted, evidencing such shares; provided, that Bion Environmental
Technologies, Inc. shall not cause to be issued such a stock certificate
unless it has received a stock power duly endorsed in blank with respect to
such shares. Each such stock certificate shall bear the following legend:

     "The transferability of this certificate and the shares of stock
represented hereby is subject to the restrictions, terms and conditions
(including forfeiture and restrictions against transfer) contained in the
Bion Environmental Technologies, Inc. 2006 Consolidated Incentive Plan and an
Agreement entered into between the registered owner of such shares and Bion
Environmental Technologies, Inc. A copy of the Plan and Agreement is on file
in the office of the Secretary of Bion Environmental Technologies, Inc. Such
legend shall not be removed from the certificate evidencing such shares until
such shares vest pursuant to the terms hereof."

          (2)  Each certificate issued pursuant to Paragraph 10(d)(1) hereof,
together with the stock powers relating to the shares of Restricted Stock
evidenced by such certificate, shall be deposited by the Company with a
custodian designated by the Company. The Company shall cause such custodian
to issue to the Participant a receipt evidencing the certificates held by it
which are registered in the name of the Participant.

     (e)  Consequences Upon Vesting

           Upon the vesting of a share of Restricted Stock pursuant to the
terms hereof, the restrictions of Section 10(c) hereof shall cease to apply
to such share. Reasonably promptly after a share of Restricted Stock vests
pursuant to the terms hereof, Bion Environmental Technologies, Inc. shall
cause to be issued and delivered to the Participant to whom such shares were
granted, a certificate evidencing such share, free of the legend set forth in
Paragraph 10(d)(1) hereof, together with any other property of the
Participant held by the custodian pursuant to Section 14(b) hereof.

     (f)  Effect of Termination of Employment: Unless expressly provided
otherwise by the Board of Directors of the Company:

          (1)  In the event that the employment of a Participant with the
Company shall terminate for any reason other than Cause prior to the vesting
of shares of Restricted Stock granted to such Participant(assuming all

                                    15


contingencies to the grant have been met), a proportion of such shares, to
the extent not forfeited or canceled on or prior to such termination pursuant
to any provision hereof, shall vest on the date of such termination. The
proportion referred to in the preceding sentence shall be determined by the
Board of Directors at the time of the grant of such shares of Restricted
Stock and may be based on the achievement of any conditions imposed by the
Board of Directors with respect to such shares pursuant to Section 10(b).
Such proportion may be equal to zero.

           (2)  In the event of the termination of a Participant's employment
for Cause, all shares of Restricted Stock granted to such Participant which
have not vested as of the date of such termination shall immediately be
forfeited.

           (3)  In the event that a Non Employee Participant ceases to
provide services to the Company, all shares of Restricted Stock granted to
such Non Employee Participant shall vest in accordance with the terms of the
grant.

     (g)  Effect of Change in Control

          Upon the occurrence of a Change in Control, all shares of
Restricted Stock which have not theretofore vested (including those with
respect to which the Issue Date has not yet occurred), or been canceled or
forfeited pursuant to any provision hereof, shall immediately vest.

11.  Phantom Stock

     Subject to the provisions of the Plan, the Board of Directors may grant
shares of Phantom Stock. Each grant of shares of Phantom Stock shall be
evidenced by an agreement in such form as the Board of Directors shall from
time to time approve. Each grant of shares of Phantom Stock shall comply with
and be subject to the following terms and conditions:

     (a)  Vesting Date

          At the time of the grant of shares of Phantom Stock, the Board of
Directors shall establish a Vesting Date or Vesting Dates with respect to
such shares. The Board of Directors may divide such shares into classes and
assign a different Vesting Date for each class. Provided that all conditions
to the vesting of a share of Phantom Stock imposed pursuant to Section 11(c)
hereof are satisfied, and except as provided in Section 11(d) hereof, upon
the occurrence of the Vesting Date with respect to a share of Phantom Stock,
such share shall vest.

     (b)  Benefit Upon Vesting

          Upon the vesting of a share of Phantom Stock, a Participant shall
be entitled to receive in cash, within 30 days of the date on which such
share vests, an amount in cash in a lump sum equal to the sum of (i) the Fair
Market Value of a Common Share of the Company on the date on which such share
of Phantom Stock vests and (ii) the aggregate amount of cash dividends paid

                                    16


with respect to a Common Share of the Company during the period commencing on
the date on which the share of Phantom Stock was granted and terminating on
the date on which such share vests.

     (c)  Conditions to Vesting

          At the time of the grant of shares of Phantom Stock, the Board of
Directors may impose such restrictions or conditions, not inconsistent with
the provisions hereof, to the vesting of such shares as it, in its absolute
discretion, deems appropriate. By way of example and not by way of
limitation, the Board of Directors may require, as a condition to the vesting
of any class or classes of shares of Phantom Stock, that the Participant or
the Company achieve certain performance criteria, such criteria to be
specified by the Board of Directors at the time of the grant of such shares.

     (d)  Effect of Termination of Employment

          (1)  In the event that the employment of a Participant with the
Company shall terminate for any reason other than Cause prior to the vesting
of shares of Phantom Stock granted to such Participant, a proportion of such
shares, to the extent not forfeited or canceled on or prior to such
termination pursuant to any provision hereof, shall vest on the date of such
termination. The proportion referred to in the preceding sentence shall be
determined by the Board of Directors at the time of the grant of such shares
of Phantom Stock and may be based on the achievement of any conditions
imposed by the Board of Directors with respect to such shares pursuant to
Section 11(c). Such proportion may be equal to zero.

          (2)   In the event of the termination of a Participant's employment
for Cause, all shares of Phantom Stock granted to such Participant which have
not vested as of the date of such termination shall immediately be forfeited.

          (3)   In the event that a Non Employee Participant ceases to
provide services to the Company, all shares of Phantom Stock granted to such
Non Employee Participant shall vest in accordance with the terms of the
grant.

     (e)   Effect of Change in Control

           Upon the occurrence of a Change in Control, all shares of Phantom
Stock which have not theretofore vested, or been canceled or forfeited
pursuant to any provision hereof, shall immediately vest.

12.  Stock Bonuses

     Subject to the provisions of the Plan, the Board of Directors may grant
Stock Bonuses in such amounts as it shall determine from time to time. A
Stock Bonus shall be paid at such time and subject to such conditions and
contingencies as the Board of Directors shall determine at the time of the
grant of such Stock Bonus. Certificates for Common Shares granted as a Stock
Bonus shall be issued in the name of the Participant to whom such grant was
made and delivered to such Participant as soon as practicable after the date
on which such Stock Bonus is required to be paid.

                                    17

13.  Cash Bonuses

     Subject to the provisions of the Plan, the Board of Directors may grant,
in connection with any grant of Restricted Stock or Stock Bonus or at any
time thereafter, a cash bonus, payable promptly after the date on which the
Participant is required to recognize income for federal income tax purposes
in connection with such Restricted Stock or Stock Bonus, in such amounts as
the Board of Directors shall determine from time to time; provided however,
that in no event shall the amount of a Cash Bonus exceed 40% of the Fair
Market Value of the related shares of Restricted Stock or Stock Bonus on such
date. A Cash Bonus shall be subject to such conditions as the Board of
Directors shall determine at the time of the grant of such Cash Bonus.

14.  Adjustment Upon Changes in Common Shares

     (a)  Shares Available for Grants

          In the event of any change in the number of Common Shares
outstanding by reason of any stock dividend or split, recapitalization,
merger, consolidation, combination or exchange of shares or similar corporate
change, the maximum aggregate number of Common Shares with respect to which
the Board of Directors may grant Options, Stand Alone SARs, shares of
Restricted Stock, shares of Phantom Stock and Stock Bonuses shall be
appropriately adjusted by the Board of Directors. In the event of any change
in the number of Common Shares outstanding by reason of any other event or
transaction, the Board of Directors may, but need not, make such adjustments
in the number and class of Common Shares with respect to which Options, Stand
Alone SARs, shares of Restricted Stock, shares of Phantom Stock and Stock
Bonuses may be granted as the Board of Directors may deem appropriate.

      (b)  Outstanding Restricted Stock and Phantom Stock

           Unless the Board of Directors in its absolute discretion otherwise
determines, any securities or other property (including dividends paid in
cash) received by a Participant with respect to a share of Restricted Stock,
the Issue Date with respect to which occurs prior to such event, but which
has not vested as of the date of such event, as the result of any dividend,
stock split, recapitalization, merger, consolidation, combination, exchange
of shares or otherwise, will not vest until such share of Restricted Stock
vests, and shall be promptly deposited with the custodian designated pursuant
to Paragraph 10(d)(2) hereof.

           The Board of Directors may, in its absolute discretion, adjust any
grant of shares of Restricted Stock, the Issue Date with respect to which has
not occurred as of the date of the occurrence of any of the following events,
or any grant of shares of Phantom Stock, to reflect any dividend, stock
split, recapitalization, merger, consolidation, combination, exchange of
shares or similar corporate change as the Board of Directors may deem
appropriate to prevent the enlargement or dilution  of rights of Participants
under the grant.

     (c)   Outstanding Options, LSARs, Tandem SARs and Stand Alone SARs
Certain Increases or Decreases in Issued Shares Without Consideration

                                     18


           Subject to any required action by the shareholders of Bion
Environmental Technologies, Inc., in the event of any increase or decrease in
the number of issued Common Shares resulting from a subdivision or
consolidation of Common Shares or the payment of a stock dividend (but only
on the Common Shares), the Board of Directors shall proportionally adjust the
number of Common Shares subject to each outstanding Option, LSAR, Tandem SAR
and Stand Alone SAR, and the exercise price per Common Share of each such
Option, LSAR, Tandem SAR and Stand Alone SAR.

     (d)   Outstanding Options, LSARs, Tandem SARs and Stand Alone SARs
Certain Mergers

           Subject to any required action by the shareholders of Bion
Environmental Technologies, Inc., in the event that Bion Environmental
Technologies, Inc. shall be the surviving corporation in any merger or
consolidation (except a merger or consolidation as a result of which the
holders of Common Shares receive securities of another corporation), each
Option, LSAR, Tandem SAR and Stand Alone SAR outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities which a
holder of the number of Common Shares subject to such Option, LSAR, Tandem
SAR or Stand Alone SAR would have received in such merger or consolidation.

     (e)  Outstanding Options, LSARs, Tandem SARs and Stand Alone SARs
Certain Other Transactions

          In the event of (i) a dissolution or liquidation of Bion
Environmental Technologies, Inc., (ii) a sale of all or substantially all of
Bion Environmental Technologies, Inc.'s assets, (iii) a merger or
consolidation involving Bion Environmental Technologies, Inc. in which Bion
Environmental Technologies, Inc. is not the surviving corporation or (iv) a
merger or consolidation involving Bion Environmental Technologies, Inc. in
which Bion Environmental Technologies, Inc. is the surviving corporation but
the holders of Common Shares receive securities of another corporation and/or
other property, including cash, the Board of Directors shall, in its absolute
discretion, have the power to:

           (i)  cancel, effective immediately prior to the occurrence of such
event, each Option (including each LSAR and Tandem SAR related thereto) and
Stand Alone SAR outstanding immediately prior to such event (whether or not
then exercisable), and, in full consideration of such cancellation, pay to
the Participant to whom such Option or Stand Alone SAR was granted an amount
in cash, for each Common Share subject to such Option or Stand Alone SAR,
respectively, equal to the excess of (A) the value, as determined by the
Board of Directors in its absolute discretion, of the property (including
cash) received by the holder of a Common Share as a result of such event over
(B) the exercise price of such Option or Stand Alone SAR; or

           (ii)  provide for the exchange of each Option (including any
related LSAR or Tandem SAR) and Stand Alone SAR outstanding immediately prior
to such event (whether or not then exercisable) for an option on or stock
appreciation right with respect to, as appropriate, some or all of the
property for which such Option or Stand Alone SAR is exchanged and, incident
thereto, make an equitable adjustment as determined by the Board of Directors

                                     19


in its absolute discretion in the exercise price of the option or stock
appreciation right, or the number of shares or amount of property subject to
the option or stock appreciation right or, if appropriate, provide for a cash
payment to the Participant to whom such Option or Stand Alone SAR was granted
in partial consideration for the exchange of the Option or Stand Alone SAR.

     (f)  Outstanding Options, LSARs, Tandem SARs and Stand Alone SARs  Other
Changes

          In the event of any change in the capitalization of Bion
Environmental Technologies, Inc. or corporate change other than those
specifically referred to in Section 14(c), (d) or (e) hereof, the Board of
Directors may, in its absolute discretion, make such adjustments in the
number and class of shares subject to Options, LSARs, Tandem SARs or Stand
Alone SARs outstanding on the date on which such change occurs and in the per
share exercise price of each such Option, LSAR, Tandem SAR and Stand Alone
SAR as the Board of Directors may consider appropriate to prevent dilution or
enlargement of rights.

     (g)  No Other Rights

          Except as expressly provided in the Plan, no Participant shall have
any rights by reason of any subdivision or consolidation of shares of stock
of any class, the payment of any dividend, any increase or decrease in the
number of shares of stock of any class or any dissolution, liquidation,
merger or consolidation of Bion Environmental Technologies, Inc. or any other
corporation. Except as expressly provided in the Plan, no issuance by Bion
Environmental Technologies, Inc. of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to the number of
Common Shares subject to an Incentive Award or the exercise price of any
Option, LSAR, Tandem SAR or Stand Alone SAR.

15.  Rights as a Shareholder

     No person shall have any rights as a shareholder with respect to any
Common Shares covered by or relating to any Incentive Award granted pursuant
to this Plan until the date of the issuance of a stock certificate with
respect to such shares. Except as otherwise expressly provided in Section 14
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

16.  No Special Employment Rights; No Right to Incentive Award

     Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his employment
by the Company or interfere in any way with the right of the Company, subject
to the terms of any separate employment agreement to the contrary, at any
time to terminate such employment or to increase or decrease the compensation
of the Participant from the rate in existence at the time of the grant of an
Incentive Award.



                                    20

     No person shall have any claim or right to receive an Incentive Award
hereunder. The Board of Directors' granting of an Incentive Award to a
Participant at any time shall neither require the Board of Directors to grant
an Incentive Award to such Participant or any other Participant or other
person at any time nor preclude the Board of Directors from making subsequent
grants to such Participant or any other Participant or other person.

17.  Securities Matters

     (a)  The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any Common Shares to be issued hereunder or
to effect similar compliance under any state laws.  Notwithstanding anything
herein to the contrary, the Company shall not be obligated to cause to be
issued or delivered any certificates evidencing Common Shares pursuant to the
Plan unless and until the Company is advised by its counsel that the issuance
and delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authority and the requirements of any securities
exchange on which Common Shares are traded. The Board of Directors may
require, as a condition of the issuance and delivery of certificates
evidencing Common Shares pursuant to the terms hereof, that the recipient of
such shares make such covenants, agreements and representations, and that
such certificates bear such legends, as the Board of Directors, in its sole
discretion, deems necessary or desirable.

     (b)  The exercise of any Option granted hereunder shall only be
effective at such time as counsel to the Company shall have determined that
the issuance and delivery of Common Shares pursuant to such  exercise is in
compliance with all applicable laws, regulations of governmental authority
and the requirements of any securities exchange on which Common Shares are
traded. The Company may, in its sole discretion, defer the effectiveness of
any exercise of an Option granted hereunder in order to allow the issuance of
shares of Common Stock pursuant thereto to be made pursuant to registration
or an exemption from the registration or other methods for compliance
available under federal or state securities laws. The Company shall inform
the Participant in writing of its decision to defer the effectiveness of the
exercise of an Option granted hereunder. During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain the refund of any
amount paid with respect thereto.

     (c)  With respect to persons subject to Section 16 of the Securities
Exchange Act of 1934, transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b 3 or its successors under the
Exchange Act. To the extent any provision of the Plan, the grant of an
Incentive Award, or action by the Board of Directors fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board of Directors.

18.  Withholding Taxes

     (a)  Cash Remittance

          Whenever Common Shares are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a

                                     21


share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment
prior to the delivery of any certificate or certificates for such shares. In
addition, upon the exercise of an LSAR, Tandem SAR or Stand Alone SAR, the
grant of a Cash Bonus or the making of a payment with respect to a share of
Phantom Stock, the Company shall have the right to withhold from any cash
payment required to be made pursuant thereto an amount sufficient to satisfy
the federal, state and local withholding tax requirements.

     (b)  Stock Remittance

          At the election of the Participant, subject to the approval of the
Board of Directors, when Common Shares are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or the Vesting Date with respect
to a share of Restricted Stock or the grant of a Stock Bonus, in lieu of the
remittance required by Section 18(a) hereof, the Participant may tender to
the Company a number of Common Shares determined by such Participant, the
Fair Market Value of which at the tender date the Board of Directors
determines to be sufficient to satisfy the federal, state and local
withholding tax requirements, if any, attributable to such exercise,
occurrence or grant and not greater than the Participant's estimated total
federal, state and local tax obligations associated with such exercise,
occurrence or grant.

     (c)  Stock Withholding

          At the election of the Participant, subject to the approval of the
Board of Directors, when Common Shares are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or the Vesting Date with respect
to a share of Restricted Stock or the grant of a Stock Bonus, in lieu of the
remittance required by Section 18(a) hereof, the Company shall withhold a
number of such shares determined by such Participant, the Fair Market Value
of which at the exercise date the Board of Directors determines to be
sufficient to satisfy the federal, state and local withholding tax
requirements, if any, attributable to such exercise, occurrence or grant and
is not greater than the Participant's estimated total federal, state and
local tax obligations associated with such exercise, occurrence or grant.

19.  Amendment of the Plan

     The Plan will have no fixed termination date, but may be terminated at
any time by the Board of Directors. Incentive Awards outstanding as of the
date of any such termination will not be affected or impaired by the
termination of the Plan. The Board of Directors may amend, alter, or
discontinue the Plan, but no amendment, alteration or discontinuation shall
be made which would (i) impair the rights of a Participant without the
Participant's consent, except such an amendment which is necessary to cause
any Incentive Award or transaction under the Plan to qualify, or to continue
to qualify, for the exemption provided by Rule 16b 3, or (ii) disqualify any
Incentive Award or transaction under the Plan from the exemption provided by

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Rule 16b 3. In addition, no such amendment may be made without the approval
of the Company's shareholders to the extent such approval is required by law
or agreement.

20.  No Obligation to Exercise

     The grant to a Participant of an Option, LSAR, Tandem SAR or Stand Alone
SAR shall impose no obligation upon such Participant to exercise such Option,
LSAR, Tandem SAR or Stand Alone SAR.

21.  Nontransferability

     Unless the Board of Directors provides otherwise, (i) no right or
interest of a Participant in any Incentive Award may be pledged, encumbered,
or hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a Subsidiary, and
(ii) no Incentive Award shall be assignable or transferable by a Participant
other than by will or the laws of descent and distribution.

22.  Expenses and Receipts

     The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used
for general corporate purposes.

23.  Suspension or Termination of Incentive Award

     In addition to the remedies of the Company elsewhere provided for
herein, if the Board of Directors reasonably believes that a Participant has
committed an act of misconduct as described in this Section, the Board of
Directors may suspend the Participant's rights to exercise any Incentive
Award pending a determination by the Board of Directors. If the Board of
Directors determines a Participant has committed an act of misconduct,
including, but not limited to, embezzlement, fraud, dishonesty, nonpayment of
any obligation owed to the Company, breach of fiduciary duty or deliberate
disregard of the Company's rules resulting in loss, damage or injury to the
Company, or a Participant makes an unauthorized disclosure of any Company
trade secret or confidential information, engages in any conduct constituting
unfair competition, induces any Company customer to breach a contract with
the Company, induces any principal for whom the Company acts as agent to
terminate such agency relationship, or has failed to comply with the terms
and conditions of the Plan or any agreement executed by such Participant
evidencing an Incentive Award, unless such failure has been remedied by such
Participant within 10 days after having been notified of such failure by the
Board of Directors, neither the Participant nor his or her estate, executors,
administrators, or heirs, shall be entitled to exercise any Incentive Award
whatsoever. In making such determination, the Board of Directors shall act
fairly and shall give the Participant an opportunity to appear and present
evidence on his or her behalf at a hearing before the Board of Directors.

24.  Code Section 162(m).

     The Board of Directors, in its sole discretion, may require that one or
more Incentive Awards contain provisions which provide that, in the event

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Section 162(m) of the Code, or any successor provision relating to excessive
employee remuneration, would operate to disallow a deduction by the Company
for all or part of any Incentive Award under the Plan, a Participant's
receipt of the portion of such Incentive Award that would not be deductible
by the Company shall be deferred until the next succeeding year or years in
which the Participant's remuneration does not exceed the limit set forth in
such provision of the Code.

25.  Effective Date of Plan

     The Plan shall be effective as of June 26, 2006.











































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