August 17, 2000
James W. Morris
James W. Morris & Associates, Inc.
32 Stoneridge Circle
Standish, ME 04084
Dear James:
As per your discussions with Dominic Bassani, Bion Environmental Technologies,
Inc.'s ("Bion") COO, Bion is pleased to accept the offer (embodied in your
Memorandum dated June 27, 2000) to extend and broaden Bion's existing
agreement ("Prior Agreement") with James W. Morris & Associates, Inc. (JWMA).
Bion understands that JWMA will invoice a minimum of sixty (60) hours of
consulting services per month in the third quarter of 2000 (July-September),
in the fourth quarter of 2000 (October-December) the minimum invoiced amount
will increase to no fewer than ninety (90) hours per month on present
contractual terms. Thereafter, for a twelve (12) month period commencing
January 1, 2001, you will forgo consulting business other than for Bion, with
the exception of your commitments to AnAerobics, Inc. and for very minor
(perhaps mutually beneficial) efforts with Bion's approval. The AnAerobics,
Inc. minimum monthly time commitment will be reduced to fifty (50) hours per
month and this commitment is estimated to have a long-term average of fifty
(50) hours per month. In consideration of these year 2001 services, Bion will
compensate the hours invoiced by JWMA at $120 per hour or a minimum of $10,800
per month and will issue to JWMA (or a designee) options to purchase 80,000
shares of Bion common stock at a purchase price of $2.20 per share,
exercisable until December 31, 2002. All other terms of the Prior Agreement
will remain in full force and effect and are incorporated herein by reference.
If this accurately represents your understanding of our agreement, please sign
below and return the letter to Bion's Colorado office.
Yours,
Mark A. Smith
Chairman
Agreed this 17th day of August, 2000
______________________
James W. Morris,
James W. Morris & Associates, Inc.
