BION ENVIRONMENTAL TECHNOLOGIES INC
BION ENVIRONMENTAL TECH. FORM 8-K (6-9-03) EX. 10.2
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<FILENAME>ex102.txt
<DESCRIPTION>BION ENVIRONMENTAL TECH. FORM 8-K (6-9-03) EX. 10.2
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EXHIBIT 10.2


-----Original Message-----
From: DAVID MITCHELL Sent: Tuesday, August 05, 2003 11:39 AM
To: Mark A. Smith
Subject: RE: $65000 advances/note offering


Please be aware that the $65,000 is part of the total amount of advances I
have made to Bion. Our understanding is that at this time we are converting
$65,000 out of the total advances.



-----Original Message-----
From: Mark A. Smith
Sent: Monday, August 04, 2003 3:52 PM
To: David Mitchell (E-mail)
Subject: $65000 advances/note offering


David:

        I am writing to confirm my understanding that you (including D2, etc)
are going to convert/exchange $65000 of advances you have made to Bion this
year to $65000 of the secured convertible promissory notes of Bion Dairy
Corporation on the same terms as the new investors therein (and Bright Capital
Ltd. as to $600,000 of advances) as part the initial closing of such
offering.

        Please acknowledge that this reflects your understanding by return
email.

yours,
mark a smith, president
Bion




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