EXHIBIT 10.1

                                    AGREEMENT

THIS AGREEMENT is made effective this 1st day of November 2008 by, between
and among Bion Environmental Technologies, Inc. and its subsidiaries ("Bion"
or "Bion Companies") and Jeff Kapell ("JK").

WHEREAS JK has been employed by the Bion Companies;

AND WHEREAS the Bion Companies has determined to end such employment
relationship;

NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the Bion Companies and JK agree to end such employment
relationship on the terms and conditions set forth in the following
paragraphs:

     l) JK's employment with the Bion Companies shall end effective November
1, 2008.

     2) Notwithstanding the end of JK's employment set forth above, the
existing Confidentiality/Proprietary Information Agreement ('CPIA') and the
Addendum ('Addendum') thereto shall remain in full force and effect pursuant
to their terms.

     3) JK will cooperate with the Bion Companies in the immediate post-
employment transition period to provide Bion and its personnel all needed
documents, contacts, etc. required to enable others to perform the services
and duties which JK has heretofore performed and to provide continuity with
regard to the projects on which JK had worked while employed by the Bion
Companies.

     4) Bion agrees not to exercise its right to re-purchase any part of the
Bion warrants owned by JK.

     5) Bion will vest the Bion options owned by JK on the existing schedule
so long as JK does not breach this agreement and/or the terms of the CPIA
and/or Addendum.

     6) Bion may avail itself of JK's services on a consulting basis in the
future (post-transition period) on terms and conditions which will be
negotiated between JK and the Bion Companies whenfif the parties seek to
engage in such manner in the future. Bion anticipates that such services
would be compensated on rate roughly prorate to JK's prior monthly salary
(based on time required for consulting services) payable in Bion common stock
valued at approximately the then current market price (final details to he
worked out and ratified by Bion's Board of Directors).

     7)

     a)  This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns and any
person acquiring, whether by merger, consolidation, liquidation, purchase of
assets or otherwise, all or substantially all of a party's equity or assets
and business.

     b)  It is the intention of the parties hereto that this Agreement and
the performance hereunder and all suits and special proceedings connected
herewith be construed in accordance with and pursuant to the laws of the
State of New York and that in any action, special proceeding or other
proceeding that may be brought arising out of in connection with, or by
reason of this Agreement, the laws of the State of New York shall be
applicable and shall govern to the exclusion of the law of any other forum,
with regard to the jurisdiction in which any action or special proceeding may
be instituted,

     c)  Any claim or controversy, which arises out of or relates to this
Agreement, or breach of it, shall be settled by arbitration.

     d)  Should any party hereto waive breach of any provision of this
Agreement, that waiver shall not operate or be construed as a waiver of any
further breach of this Agreement.

     e) In the event that any one or more of the provisions of this Agreement
or any portions there under is determined to be invalid, illegal, or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or
impaired thereby.

     f)  This Agreement shall constitute the entire agreement between the
parties hereto Oral modifications of the Agreement shall have no effect. This
Agreement may be altered only by a written agreement signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.

                                  Bion Environmental Technologies, Inc.


                                  By: /s/ Mark A. Smith
                                  Date:  11/10/08

                                  By: /s/ Jeff Kapell
                                      Jeff Kapell

                                  Date:  11/08/08