EXHIBIT 10.24

                                  AGREEMENT


     THIS AGREEMENT is made effective the 30th day of April 2005 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 Salvatore Zizza ('SZ').

     WHEREAS the Bion Companies desire to receive the services of SZ upon the
terms and conditions set forth in this Agreement;

     AND WHEREAS SZ desires to provide to the Bion Companies the services of
SZ 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 do hereby agree to engage the
services of SZ upon the terms and conditions set forth in the following
paragraphs:

     1)   Term:  The Term of this Agreement shall run from May 1, 2005
('Commencement Date') through a date four years after the date on which SZ
begins full-time employment with the Bion Companies ('Transition Date') (the
period from Commencement Date through a date 4 years after the Transition
Date shall be the 'Term') during which Term SZ shall provide to the Bion
Companies ongoing services as set forth in the following provisions:

          a)   SZ shall provide to the Bion Companies (initially through
Dairy) part-time consulting services during a transition period, not to
exceed a period of eight months, from the Commencement Date to the Transition
Date ('Transition Period'), during which Transition Period SZ shall perform
senior officer management functions for Dairy on a consulting basis; on the
Transition Date SZ will formally assume the full-time position of a Chief
Executive Officer/Senior Management Officer/Director ('SMO') of Dairy, which
Transition Date shall be mutually agreed upon by, between and among the Bion
Companies and SZ;

          b)   During the Term, SZ shall, at the request of Bion, serve as
SMO of Bion provided that Bion has D&O insurance in place and Bion has
recommenced filing with the U.S. Securities & Exchange Commission;

          c)   After the Transition Date, SZ, as SMO, will be part of a small
senior management cadre of the Bion Companies among whom will be divided all
of the necessary management duties of the Bion Companies under the direction
of SZ; SZ shall report to the Boards of Directors of the Bion Companies, who
will also be responsible for evaluation of his performance.

     2)   Compensation:

          a)   Compensation from the Bion Companies to SZ for services shall
be based on a $300,000 per year rate, of which $150,000 shall be deferred and
payable by the Bion Companies, for up to one year or until Bion has secured
sufficient financing to commence paying on a current basis; the remaining
$150,000 shall be deferred compensation that is due and payable starting
September 2007 and paid in full by Feb 2009 in equal quarterly installments;


during the Transition Period and the entire Term, compensation to SZ shall be
pro-rated to the extent that SZ works for the Bion Companies on less than a
full-time basis (which pro-ration shall be reviewed monthly during the
Transition period and quarterly thereafter); PROVIDED, HOWEVER, that SZ shall
receive not less than $60,000  in fees during the Transition Period ('Minimum
Fee'), which minimum fees shall be due to SZ upon execution of this
Agreement.

          b)   Bion shall sell to SZ, in aggregate, 600,000 warrants at a
price of $.10 per warrant, each of which Warrants may be exercised to
purchase one share of Bion common stock for a period of 10 years from the
Commencement Date at an exercise price of $2.50 per share (collectively,
'Warrants') which Warrants shall be purchased by SZ by use of the Minimum Fee
described above; if SZ fails to provide the services to the Bion Companies
for the entire Term (except if this is the result of the Bion Companies
terminating SZ other than for cause), Bion shall have the right to repurchase
a percentage of 300,000 Warrants at a price of $.25 per share, which
percentage shall equal the percentage of the final two years of the Term for
which the Bion Companies do not receive the services of SZ; termination for
cause shall include, without limitation, any of the events listed below,

               A)   SZ's conviction of any criminal act including, without
limitation, misappropriation of funds or property of the Bion Companies or
any other felony criminal act;

               B)   SZ;s misfeasance or malfeasance in office, which shall
mean fraud, dishonesty, willful misconduct or substantial neglect of duties;
and

               C)   Breach of SZ of any material provision of this Agreement.

          c)   SZ shall receive a bonus, in a deferred compensation plan
(with other employees/consultants to the Bion Companies) of 100,000 shares of
Bion common stock, if Bion common stock trades at or above $10.00/share
(equitably adjusted for splits, dividends, mergers, etc.) for 20 consecutive
trading days during the Term; and, SZ shall receive a bonus of an additional
50,000 shares of Bion common stock if Bion common stock trades at or above
$20.00 per share (equitably adjusted for splits, dividends, mergers, etc.)
for 20 consecutive trading days during the Term; provided, however, that such
bonuses shall only be paid if SZ is providing full-time services to the Bion
Companies on the date the bonus would be earned.

     3)   Confidentiality/Proprietary Information:  SZ will abide by the
terms and provisions of a Confidentiality/Proprietary Information Agreement
(copy attached hereto as an Exhibit A) and further agrees that, unless
expressly waived by the Bion Companies in writing, SZ will require any and
all persons who have access to confidential information of the Bion Companies
to execute copies of agreements substantially similar to Exhibit A and that
notwithstanding any other terms herein; Exhibit A remains in full force and
effect; and SZ expressly agree that: a) at no time during the term or during
a two (2) year period following the end of the Term (including any extensions
thereto) shall SZ compete with the Bion Companies; b) all work product,
inventions, etc. of SZ pursuant to this Agreement shall be the sole property

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of the Bion Companies and SZ, as applicable, shall execute such assignments
and/or other documents as may be required to fully vest such ownership in the
Bion Companies; and c) all proprietary information and other information
concerning the Bion Companies acquired pursuant to the service of SZ to the
Bion Companies shall at all times be and remain the sole property of the Bion
Companies regardless of how such proprietary information is stored and upon
termination of this Agreement (w/o retaining copies), SZ shall return all
such proprietary information to the Bion Companies on whatever medium it is
evidenced (including w/o limitation paper files, computer memory media,
etc.).

     4)   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 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,
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.














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          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 Dairy Corporation


By:  /s/ Mark A. Smith


Bion Environmental Technologies, Inc.



By:  /s/ Mark A. Smith

By:  /s/ Salvatore Zizza
       Salvatore Zizza

































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