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<SEC-DOCUMENT>0001437904-10-000068.txt : 20100818
<SEC-HEADER>0001437904-10-000068.hdr.sgml : 20100818
<ACCEPTANCE-DATETIME>20100818105838
ACCESSION NUMBER:		0001437904-10-000068
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20100727
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20100818
DATE AS OF CHANGE:		20100818

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BION ENVIRONMENTAL TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000875729
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE CHEMICALS [2870]
		IRS NUMBER:				841176672
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-19333
		FILM NUMBER:		101024833

	BUSINESS ADDRESS:	
		STREET 1:		C/O BOX 566
		STREET 2:		1774 SUMMITVIEW WAY
		CITY:			CRESTONE
		STATE:			CO
		ZIP:			81131
		BUSINESS PHONE:		(212) 758-6622

	MAIL ADDRESS:	
		STREET 1:		C/O BOX 566
		STREET 2:		1774 SUMMITVIEW WAY
		CITY:			CRESTONE
		STATE:			CO
		ZIP:			81131

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RSTS CORP
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>bion8k.txt
<DESCRIPTION>BION ENVIRONMENTAL TECHNOLOGIES 7-27-10 FORM 8-K
<TEXT>
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 July 27, 2010
               ------------------------------------------------
               Date of Report (date of earliest event reported)


                    BION ENVIRONMENTAL TECHNOLOGIES, INC.
             ----------------------------------------------------
             Exact name of Registrant as Specified in its Charter

         Colorado                 000-19333                84-1176672
- ---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


           Box 566/1774 Summitview Way, Crestone, Colorado 81131
         ----------------------------------------------------------
         Address of Principal Executive Offices, Including Zip Code


                                (212) 758-6622
             --------------------------------------------------
             Registrant's Telephone Number, Including Area Code


                                 Not applicable
          -----------------------------------------------------------
          Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     Effective on July 27, 2010, the Company executed an extension agreement
with Mark A. Smith ('MAS'), the Company's President and General Counsel,
pursuant to which MAS agreed to extend his service to the Company through a
date no later than December 31, 2011 at a salary of $19,000 per month.  In
connection therewith the Company granted MAS a cash bonus of $20,000 payable
on January 1, 2011, and a bonus of $20,000 payable in the form of 200,000
warrants exercisable to purchase the Company's restricted stock at a price of
$2.00 per share until January 15, 2019.  A copy of the extension agreement is
attached hereto as Exhibit 10.1.

     Effective on August 12, 2010, the Company reached an email agreement
with Mr. Edward Schafer pursuant to which Mr. Schafer will join the Company
on approximately September 1, 2010 on a part time consulting basis while he
completes current activities.  It is anticipated that Mr. Schafer's time
commitment to Bion will greatly expand in January 2011 when he will assume a
senior executive role with the Company which is intended to last until
December 31, 2013.  Mr. Schafer has previously served as Governor of North
Dakota and US Secretary of Agriculture.  A more formal agreement is expected
to be executed in several weeks.  A copy of the email agreement is attached
hereto as Exhibit 10.2.

ITEM 7.01  REGULATION FD DISCLOSURE.

     The Company issued a press release regarding the issuance of a
development permit application by the Pennsylvania Department of
Environmental Protection related to its Kreider Farms #1 project on
August 12, 2010.  The press release is attached hereto as Exhibit 99.1.

	The Company issued a press release regarding its agreement with Edward
Schafer on August 16, 2010.  The press release is attached hereto as Exhibit
99.2.

ITEM 8.01  OTHER EVENTS.

	On August 11, 2010 the Company received a development permit from the
Pennsylvania Department of Environmental Protection for its Kreider Farms
Phase 1 system.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements of Businesses Acquired.

          Not Applicable.

     (b)  Pro Forma Financial Information

          Not Applicable.

     (c)  Shell Company Transactions

          Not Applicable.

     (d)  Exhibits

          Exhibit 10.1   Extension Agreement with Mark A. Smith

          Exhibit 10.2   Agreement with Edward Schafer

          Exhibit 99.1   Permit Application Press Release dated
                         August 12, 2010

          Exhibit 99.2   Schafer Agreement Press Release dated
                         August 16, 2010




                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   Bion Environmental Technologies, Inc.



Date:  August 17, 2010             By:/s/ Mark A. Smith
                                      Mark A. Smith, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
EXHIBIT 10.2


From: Ed Schafer [mailto:ed@schafer.net]
Sent: Thursday, August 12, 2010 10:16 AM
To: 'Mark A Smith'
Subject: RE: #4: Ed Schafer/Bion agreement (material terms)


Yes!  E



Ed Schafer
4426 Carrie Rose Lane
Fargo, ND  58104
701.367.4344
ed@schafer.net



From: Mark A Smith [mailto:mas@biontech.com]
Sent: Monday, August 09, 2010 8:20 AM
To: 'Dominic Bassani'
Cc: 'Ed Schafer'; 'Mark A. Smith'
Subject: Ed Schafer/Bion agreement (material terms)

Dear Ed,

Per our meetings/discussions and your further discussion with Dom Bassani
('Dom')  last week (as summarized in Dom's email below), effective
immediately (subject to execution and board ratification), Bion Environmental
Technologies, Inc. ('Bion') and you ('Schafer') have agreed as follows:

1-Commencing on or about September 1, 2010 you will join Bion on a part-time
consulting basis (title to be determined) through approximately December 31,
2010 to assist Bion with its various initiatives with initial focus on aiding
Bion's efforts related to: a) development/pre-development process re large
scale integrated ag/renewable energy projects ('Integrated Projects') in PA,
NYS & the mid-continent (including to north central region-Ohio through
Michigan---and the Midwest) & b) political, regulatory & legislative
initiatives at state/federal/local levels related to Integrated Projects & ag
trading programs, & c) interactions/negotiations with major ag industry
entities.

2-As compensation during the interim period, Bion shall pay you $7500 per
month: 1/2 in cash & 1/2 in restricted its common stock at a price of $2.25
per share (1500 shares per month).

3-During this interim period you will work primarily with Dom while reporting
to me and the Board-subsequent to the interim period you shall continue to
work with Dom and under the supervision of me (and the Board) and whoever may
succeed to my positions as I phase out over the next 12-18 months.

4-Assuming that the interim period goes well (by mutual agreement),
commencing approximately January 1, 2011, your time commitment to Bion will
increase to between 50%-75% of real 'full time' with compensation increasing
to a $250,000 annual rate---$150,000 in cash and $100,000 in Bion's
restricted common stock which stock shall be priced for each quarter under a
formula to be determined and which stock issuances shall be part of a
'deferred compensation plan' to be put in place by Bion prior to January 1,
2011, and:

a)  The agreement shall run for 3 years from January 1, 2011 through December
31, 2013.

b)  Bion will immediately grant Schafer options to purchase an aggregate of
300,000 shares of its common stock pursuant to its existing Incentive Plan
which options shall:

     i) be exercisable  at a price of $2.25 per share (subject to normal
adjustments for splits, dividends, etc.),

    ii) from the date of vesting for a period ending January 15, 2018, &

   iii) subject to annual vesting (based on continued satisfactory service to
Bion) of 100,000 options on each of January 1, 2012, 2013 & 2014.

5-Your long term titles within Bion shall be determined over the next 4
months with the likelihood that you will become Chairman or Vice-Chairman.

6-It is intended that you will join the Board and become a Director of Bion
during 2011.

If the terms set forth above accurately summarize the material items to which
we have agreed and are acceptable  to you, please confirm by reply email and
we will have 'shaken hands' and the bare bones version of our agreement will
be effective and in place. Over the next couple of weeks we can incorporate
these material terms into a more formal (but still simple) agreement.

I look forward to working with you.

Mark


Mark A. Smith
President & General Counsel
Bion Environmental Technologies, Inc.
303-517-5302(cel)/719-256-5329(hm off)/425-984-9702(fax)


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 intended 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 correct or accurate, and it should not
be relied upon as such.  All information is subject to change without notice.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
EXHIBIT 99.1

                       BION ENVIRONMENTAL TECHNOLOGIES, INC.


Bion Announces Kreider Farms Permit Approved

August 12, 2010. New York, New York. Bion Environmental Technologies, Inc.
(OTC BB: BNET) announced today that its application for a Demonstration
Permit for its Kreider Farms project Phase 1 has been approved by the
Pennsylvania Department of Environmental Protection.

Jeremy Rowland, Bion's Chief Operating Officer, stated, "We are very pleased
to have resolution on the Kreider Farms permitting for Phase 1 and look
forward to a timely installation for Phase 1. Now that Phase I is permitted,
we will expedite the completion of our Phase II permit application related to
the Kreider poultry operations and expect to file it shortly."
                     __________________________________________

About Bion: Bion Environmental Technologies has provided environmental
treatment solutions to the agriculture and livestock industry since 1990.
Bion's patented next-generation technology provides a unique comprehensive
treatment of livestock waste that achieves substantial reductions in nitrogen
and phosphorus, ammonia, greenhouse and other gases, and pathogens. Bion's
process simultaneously recovers cellulosic biomass from the waste stream to
produce renewable energy. For more information, see Bion's website:
www.biontech.com.

This material includes forward-looking statements based on management's
current reasonable business expectations. In this document, the word
'expect', 'will', 'proposed' and similar expressions identify certain
forward-looking statements. These statements are made in reliance on the
Private Securities Litigation Reform Act, Section 27A of the Securities act
of 1933, as amended. There are numerous risks and uncertainties that could
result in actual results differing materially from expected outcomes.

Contact information:

Mark A. Smith                              Craig Scott
President                                  Vice President-Capital Markets/IR
719-256-5329                               303-843-6191 direct
mas@biontech.com                           cscott@biontech.com

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex992.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
EXHIBIT 99.2

                       BION ENVIRONMENTAL TECHNOLOGIES, INC.

                       Bion Announces Ed Schafer Joins Team

August 16, 2010.  New York, New York.  Bion Environmental Technologies, Inc.
(OTC BB: BNET) announced today that Ed Schafer, former Governor of North
Dakota and former Secretary of the U.S. Department of Agriculture, has agreed
to join Bion's management team through the end of 2013.

Mr. Schafer stated, "Bion's technology, along with the Integrated Project
business model it supports, has the potential to simultaneously provide
significant advantages to the agricultural community while improving the
health of our environment and providing significant cost savings to the
American taxpayer.  This combination represents a remarkable business
opportunity. I am looking forward to lending my expertise to this endeavor
that truly benefits everyone."

Mr. Schafer will provide Bion with strategic advice, focusing on areas of
public policy related to the livestock industry both domestically and
internationally.  Mr. Schafer will initially consult with Bion during a
transitional period anticipated to be completed by January 2011 (while he
concludes certain existing engagements).  Commencing in early 2011, Mr.
Schafer will become a key member of Bion's senior management team.

Mr. Schafer was the Secretary of Agriculture from 2008 to 2009 and Governor
of North Dakota from 1992 to 2000. In addition to his public sector
experience, he has successfully led a multi-national consumer products
business and several entrepreneurial start-up companies. Mr. Schafer
graduated from the University of North Dakota with a Bachelor of Science
degree in business, earned a Master of Business Administration at the
University of Denver, and has been awarded two honorary doctorate degrees.
Mr. Schafer has served on public and private corporate boards of directors
and held leadership positions in foundations and trade associations.  He is
also an active member of many civic and service organizations.

Mark Smith, Bion's president and general counsel, stated, "We are very
pleased to add Ed Schafer to our team.  Ed's private- and public-sector
experience gives him a unique perspective that allows him to understand and
appreciate the opportunities that are created by Bion's proprietary
technology platform for the livestock production/processing and renewable
energy industries.  As we move forward with the implementation of our
business plan, we feel that his experience will play an important role in our
success."
                  __________________________________________

About Bion: Bion Environmental Technologies has provided environmental
treatment solutions to the agriculture and livestock industry since 1990.
Bion's patented next-generation technology provides a unique comprehensive
treatment of livestock waste that achieves substantial reductions in nitrogen
and phosphorus, ammonia, greenhouse and other gases, as well as pathogens,
hormones, herbicides and pesticides. Bion's process simultaneously recovers
cellulosic biomass from the waste stream to produce renewable energy.

Bion's technology enables development of large scale livestock facilities in
strategic locations that provide greater efficiencies and dramatically
reduced transportation costs but were previously impracticable due to their
environmental impact.  These environmentally-responsible large scale
facilities can be integrated with existing or new food processing and
renewable energy production operations to substantially reduce risk and
improve the economics of all partners.  For more information, see Bion's
website: www.biontech.com.

This material includes forward-looking statements based on management's
current reasonable business expectations. In this document, the word
'expect', 'will', 'proposed' and similar expressions identify certain
forward-looking statements. These statements are made in reliance on the
Private Securities Litigation Reform Act, Section 27A of the Securities act
of 1933, as amended. There are numerous risks and uncertainties that could
result in actual results differing materially from expected outcomes.

Contact information:

Mark A. Smith                              Craig Scott
President                                  Vice President-Capital Markets/IR
719-256-5329                               303-843-6191 direct
mas@biontech.com                           cscott@biontech.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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