EXHIBIT 10.1

                                   AGREEMENT


THIS EXTENSION AGREEMENT is made effective July 27, 2010 by, between and
among Bion Environmental Technologies, Inc. ('Bion') (collectively Bion,
together with the other subsidiaries of Bion, are sometimes referred to as
the 'Bion Companies') and Mark A. Smith ('MAS').

WHEREAS MAS has provided the services to the Bion Companies continually since
2003 (and for most periods since 1992) and most recently pursuant to the
agreement of September 30, 2009 (collectively, 'Existing Agreement');

AND WHEREAS Bion wishes to have MAS continue to provide services to the Bion
Companies) and MAS is willing to continue to provide such services upon the
terms and conditions set forth in this Agreement:

NOW THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the Bion Companies and MAS do hereby agree as set
forth below upon the terms and conditions set forth in the following
paragraphs:

     1)  Pursuant to the terms of the existing Agreement and this Agreement,
MAS shall continue to hold the positions of Director, President and General
Counsel of Bion and each of its subsidiaries through a date no later than
December 31, 2011, with the proviso that Bion will seek to hire personnel to
replace MAS on or before February 1, 2011 with MAS becoming a consultant to
the Bion Companies following a transition period after such hiring(s).

     2)  Bion shall compensate MAS as follows:

         a)  Monthly compensation of $19,000 per month commencing September
2010 shall be paid to MAS in cash;

         b)  A bonus of $20,000 cash payable on January 1, 2011;

         c)  Bion hereby grants to MAS a $20,000 bonus which bonus shall be
satisfied by issuing to MAS a warrant to purchase 200,000 shares of Bion's
common stock which Warrant shall be valued at $20,000 and shall be
exercisable at a price of $2.00 per share until January 15, 2019 ('Warrant').

         d)  All terms in  any other options previously granted to MAS by the
Company which shorten the exercise period of such any such options upon the
termination of MAS' service to the Bion Companies are hereby waived by Bion.

         e)  Bion acknowledges and reaffirms its long-standing agreement
that, at the request of MAS, Bion will file with the SEC and process to
effectiveness, at Bion's sole cost, a registration statement covering the
Warrant and all warrants previously issued to MAS (most now held by MAS'
donees) (collectively 'Warrants') and the common stock underlying the
exercise of the Warrants (plus any other securities which Bion elects to
register), which registration statement shall be filed within 30 days after
the next periodic SEC filing made by Bion after MAS' request and which
registration statement shall be kept effective by Bion for a period of time
not less than 12 months.

         f)  MAS' full-time services to the Bion Companies shall be
structured so that MAS will be available to the Bion Companies not less than
20 days per month but will not be available to the Bion Companies (in person
or by phone or electronically) for one week each month; and

         g)  Due to prior commitments made by MAS before the Bion Companies
requested this extension, MAS will be on vacation from August 1 - August 20,
2010 (during which period MAS will make himself available to Bion by email
and cell phone as needed).

     3)  Miscellaneous:

         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 Colorado 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 Colorado shall be
applicable and shall govern to the exclusion of the law of any other  forum,
without 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
                                      Mark A. Smith


                                   /s/ Mark A. Smith
                                   Mark A. Smith, individually