Exhibit  10.4



     BION  NMS TM  INSTALLATION  AGREEMENT
     CLOSING  MEMORANDUM  /  ADDENDUM  #3

     It is AGREED this 31st day of December, 1997 between the undersigned that
the  agreements  attached  hereto at EXHIBIT A are amended as set forth herein
(EXHIBIT  A  is  incorporated  herein  by  reference):

1.)      In  consideration  of the receipt of $100,000 paid this day by Bowman
Family  Farms,  Inc. and/or Crystal Springs Farms, LLC (collectively "BFF") to
Bion  Technologies,  Inc. ("BION")  pursuant to paragraph 5 A.i  of EXHIBIT A,
the  agreements set forth at EXHIBIT A are now binding on BFF and BION and all
contingencies  are  met  and/or have been waived and work under said agreement
shall  commence.

2.)    Michael  Bowman  shall  become  a  director  of  BION  ENVIRONMENTAL
TECHNOLOGIES, INC. upon completion of all payments required by paragraph 5 A.i
of  EXHIBIT  A.

3.)    Section  8  of  EXHIBIT  A and Attachment C therein shall be amended to
provide  that:    a.) If the payments under paragraph 5 A.i do not occur until
after  February  16,1998  but  before March 15, 1998, the price per unit shall
increase  to  $3.50;  b.)  If  the  payments required by paragraph 5 A.i occur
between  March  15, 1998 and April 14, 1998, the price per unit shall increase
to  $4.00;  c.) If such payments have not been made before April 15, 1998, BFF
and  BION  shall  renegotiate  the  terms of unit purchase to another mutually
agreeable  higher price; d) BFF shall have the option of either increasing the
total  dollars  paid for the units or decreasing the number of units purchased
to  reflect  the  higher  price  per  unit.

4.)  a.)   If greater than 12 BION NMS Systems are required for performance of
Phase  I,  the  fees  due  BION pursuant to paragraph 5 A.i, shall increase by
$20,000  for each such system above 12;  b.)  the fees required by paragraph 6
A.ii  shall  increase  by  $600  per  month  for  each  system  above  12.

5.)  Upon exercise of the option for Phase II, BFF and BION shall agree upon a
work  schedule and coordinate a fee schedule with such work schedule provided,
however,  that  all  fees  shall  be  paid  prior  to the end of construction.

6.)  If desired, the parties may subsequently incorporate this document into a
more  formal  document  but  the parties agree that this shall be binding when
executed  below.


BOWMAN  FAMILY  FARMS,  INC.                    BION  TECHNOLOGIES,  INC.

By:            /s/  Michael  A.  Bowman                 By:   /s/ Jon Northrop
             --------------------------                     ------------------
   Authorized  Officer                                      Authorized Officer

CRYSTAL  SPRINGS  FARMS,  LLC

By:              /s/  Michael  A.  Bowman
             ----------------------------
   Authorized  Officer