AGREEMENT

EXHIBIT 10.2

                                  AGREEMENT

THIS AGREEMENT is made effective September 30, 2009 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 January 12, 2009 ('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 Existing 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, 2010, with the proviso
that Bion will seek to hire personnel to replace MAS on or before March 31,
2010 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 $16,000 per month commencing January
2010 shall be paid to MAS in cash commencing January 1, 2010;

          b)  A bonus of $15,000 cash payable on January 1, 2010;

          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 $2.50 per share until January 15, 2019.

          d)  All terms in  any other options previously granted to MAS by
th