EX-10 4 ex103.txt EXHIBIT 10.3 EXHIBIT 10.3 From: Tony Orphanos [mailto:torphanos@gmail.com] Sent: Tuesday, January 13, 2009 3:29 PM To: Mark A. Smith Subject: Orphanos: Promissory Note extension Mark I agree to the terms as outlined by your proposal below. Tony Orphanos On 1/13/09, Mark A. Smith wrote: Anthony Orphanos, It was good speaking with you this morning. This email will confirm (when you write back 'agreed') that you have agreed to extend the maturity note of the Bion promissory note issued to you during the fall of 2008 to June 30, 2009 in consideration of: a) Bion making the promissory note convertible into its restricted common stock at a price of $.75 per share, in whole or in part, at your election, at any date prior to repayment by Bion, & b) issuance to you of a warrant to purchase 15,000 shares of Bion common stock at a price of $.75 per share until 12/31/18. Please confirm your agreement by an email reply. Yours, Mark A Smith, President Mark A. Smith 303-517-5302(cel)/719-256-5329(off) The information contained in this communication is confidential, intended only for the use of the recipient named above and may be legally privileged. If the reader of this message is not the intended recipient or person responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. This communication is for information purposes only and should not be regarded as an offer to sell or as a solicitation of any kind. Any information set forth, may have been obtained from sources which we believe reliable, but we cannot guarantee its accuracy. Email transmission cannot be guaranteed to be secure or error free. Therefore we do not represent that this information is complete or accurate, and it should not be relied upon as such. All information is subject to change without notice. No virus found in this incoming message. Checked by AVG - http://www.avg.com Version: 8.0.176 / Virus Database: 270.10.6/1891 - Release Date: 1/13/2009 8:04 PM