BION MANAGEMENT TEAM

Mark A. Smith (56) has been President, General Counsel, interim Chief Financial Officer and a director of Bion Environmental Technologies, Inc. since late March 2003. Since that time, he has also served as sole director, President and General Counsel of Bion’s wholly-owned subsidiaries including Bion Dairy Corporation. Since mid-February 2003, Mr. Smith has served as sole director and President and General Counsel of Bion’s majority-owned subsidiary, Centerpoint Corporation. Previously, from May 21, 1999 through January 31, 2002, Mr. Smith served as a director of Bion. From July 23, 1999, when he became President of Bion, until mid-2001 when he ceased to be Chairman, Mr. Smith served in senior positions with Bion on a consulting basis. Additionally, Mr. Smith was the president of RSTS Corporation prior to its acquisition of Bion Technologies, Inc. in 1992. Mr. Smith received a Juris Doctor Degree from the University of Colorado School of Law, Boulder, Colorado (1980) and a BS from Amherst College, Amherst, Massachusetts (1971). Mr. Smith has engaged in the private practice of law in Colorado since 1980. In addition, Mr. Smith has been active in running private family companies, Stonehenge Corporation (until 1994) and LoTayLingKyur, Inc. (1994-2002). Until returning to Bion during March 2003, Mr. Smith had been in retirement with focus on charitable work and spiritual retreat.

Jere Northrop (64) is the founder of Bion and developed its technology. He currently serves as the Company’s Senior Technology Director and has been a Board of Directors member since April 9, 1992. Dr. Northrop is a founder of Bion Technologies, Inc. and was its President from October 1989 to July 23, 1999. Prior to founding Bion, he had ten years experience in the management of operations and process control at a large municipal advanced wastewater treatment plant in Amherst, New York (1979-1989). He also has twenty-five years of experimental research on both individual and complex systems of microorganisms. Dr. Northrop has a BS degree in biology from Amherst College, Amherst, Massachusetts (1964), a PhD in biophysics from Syracuse University, Syracuse, New York, (1969), and has done post doctoral work at the University of California at Davis, Davis, California and The Center for Theoretical Biology, State University of New York at Buffalo, Buffalo, New York.

Jon Northrop (63) has served as our Secretary and a Director since March of 2003. Since September 2001 he has been self employed as a consultant with a practice focused on business buyer advocacy. Mr. Northrop is one of our founders and served as our Chief Executive Officer and a Director from our inception in September 1989 until August 2001. Before founding Bion Technologies, Inc., he served in a wide variety of managerial and executive positions. He was most recently the Executive Director of Davis, Graham & Stubbs, one of Denver's largest law firms, from 1981 to 1989. Prior to his law firm experience, Mr. Northrop worked at Samsonite Corporation's Luggage Division in Denver, Colorado, for over 12 years. His experience was in all aspects of manufacturing, systems design and implementation, and planning and finance, ending with three years as the Division's Vice President, Finance. Mr. Northrop has a bachelors degree in Physics from Amherst College, Amherst, Massachusetts (1965), an MBA in Finance from the University of Chicago, Chicago, Illinois (1969), and spent several years conducting post‑graduate research in low energy particle physics at Case Institute of Technology, Cleveland, Ohio. Jon Northrop is the brother of Jere Northrop.

Salvatore J. Zizza (60) recently rejoined Bion and Dairy during 2005 on a consulting basis and assumed the positions of Chairman and Director of Bion Dairy Corporation on January 1, 2006. Mr. Zizza served as a Director of Bion from December 1999 through February 2003. Mr. Zizza has agreed to join Bion’s Board of Directors and serve as Bion’s Chairman once Bion has commenced Exchange Act reporting with Securities and Exchange Commission and has secured adequate director and officer liability insurance coverage. He served as Chairman of the Board, President and Treasurer from 1992 through 1997 of Hollis Eden Pharmaceuticals (HEPH) (f/k/a IAC) and has served as a Director since 1998. Mr. Zizza served as Chairman of the Board of Directors of The Lehigh Group, Inc. (f/k/a The LVI Group Inc.) (‘LHG’) beginning in 1991, and was President and Chief Financial Officer of The Lehigh Group, Inc. from 1985 to 1991. LHG, a New York Stock Exchange listed company, was engaged, through its subsidiary, in the distribution of electrical products, and from 1985 until 1991 was one of the largest interior construction and asbestos abatement firms in the United States. Mr. Zizza was Chief Operating and Chief Financial Officer of NICO, Inc., an interior construction firm, from 1978 until its acquisition in 1985 by LHG. Mr. Zizza is a director of The Gabelli Equity Trust, The Gabelli Asset Fund, The Gabelli Growth Fund and The Gabelli Convertible Securities Fund and other funds in the Gabelli Fund family. Mr. Zizza is presently Chairman of Hallmark Electrical Supplies Corp, a distributor of electrical products, Bethlehem Advanced Metals which designs and manufactures high-temperature furnaces for sale and for its own use in the processing of specialty carbon, graphite and ceramic materials for semiconductor and aerospace applications, and Chairman of Metropolitan Paper Recycling, the largest independent recycler in New York.

George W. Bloom (51) has been with Bion Technologies, Inc. since December 2000 and has served as Chief Operating Officer since January 15, 2002. From 1986 through December 2000, Mr. Bloom was employed by Woodard & Curran, Inc., an environmental engineering and science-consulting firm, where he held the position of Chief Engineer of the Municipal Business Center at the time of his departure. Mr. Bloom is a registered professional engineer with over twenty years environmental engineering and consulting experience specializing in the planning, design, construction and operation of waste treatment facilities. Mr. Bloom is responsible at Bion for oversight of the planning, design and construction of waste treatment systems and solids processing facilities. He has his BS in Environmental Science from Cornell University.

Jeremy Rowland (43) joined Bion Dairy on September 18, 2006 as its Chief Operating Officer. Mr. Rowland has agreed to serve as Chief Operating Officer of Bion once Bion has commenced reporting with the Securities & Exchange Commission and has secured adequate director and officer liability insurance coverage. Prior to joining Bion, he worked for URS Corporation, a major national engineering/consulting firm, for 16 years where he developed and lead URS’s efforts in the renewable energy marketplace. Mr. Rowland has eighteen years experience in multi-disciplinary energy and environmental project development and management throughout the U.S. and overseas. Mr. Rowland’s areas of expertise include renewable energy project development, distributed generation (mostly combined heat/power), large-scale power plant developments, and strategic energy management. Mr. Rowland earned his MS in Environmental Science in 1987 and his BS in Forest Ecology in 1985 from Southern Illinois University, School of Agriculture Science.

James W. Morris (56) has served as Chief Technology Officer of Bion Technologies, Inc. since February 2002 and is co-inventor of portions of the Bion process. Prior to joining Bion, Dr. Morris provided the Company with technical assistance and technical advice for over two years as a consultant. Other consulting work included eight years acting as the Senior Technical Consultant for a large environmental consulting firm and the formation of James W. Morris & Associates, Inc. that allowed him to serve clients ranging from small commercial establishments, to municipalities and corporations, as well as a sub consultant to several larger engineering firms. Dr. Morris is a licensed professional engineer in Maine and Vermont with more than 30 years of engineering experience. Over a twelve-year period he performed research and taught graduate and undergraduate engineering as a member of the faculties of Cornell University, the University of Manitoba and the University of Vermont. He earned his BSCE and MSCE at Tennessee Technological University and a Ph.D. in Environmental Quality/Agricultural Engineering from Cornell University. He is a member of the American Society of Civil Engineers, Water Environment Federation, Institute of Food Technologists, American Society of Agricultural Engineers, Agricultural Engineering Society, Aquacultural Engineering Society and American Water Works Association, Tau Beta Phi (Engineering honor society), Chi Epsolon (Civil Engineering honor society) and is a member of Sigma Xi, The Scientific Research Society of North America.

Jeff Kapell (60) became a consultant to Bion and Bion Dairy in December 2003 and joined the Bion management team on a full-time basis during April 2006 as Bion Dairy ’s Vice-President --Renewables. Previously, Mr. Kapell was Associate Principal at SJH & Company, a strategic management-consulting group serving the global agri-food industry. Mr. Kapell served SJH & Company from 2000 to 2005. While at SJH, he led the firm’s development of a practice area in “renewables” and has become recognized throughout the industry as a sector expert at the intersection of agriculture and renewable energy. Commencing in mid-2005, Mr. Kapell provided consulting services to Bion and Bion Dairy as Principal of Kapell Consulting. Mr. Kapell has also been a cranberry grower for the past twenty-five years and has served on the Board of Ocean Spray Cranberries, Inc., as president of The Cape Cod Cranberry Growers Association, and is currently Vice-Chairman of the Board of the Cranberry Institute. Mr. Kapell is an engineer by training, having performed systems analysis for several firms prior to launching his farming and consulting ventures. Mr. Kapell is a graduate of Lehigh University.

David Mager (53) became a consultant on a full time basis to Bion and Bion in June 2003 and serves as Bion Dairy’s Vice President for Public Policy. He is a scientist, inventor and consultant whose specialty is helping companies serve a ‘dual bottom line’ of being profitable while being environmentally and socially responsible. For over 20 years Mr.Mager has provided environmental consulting to public companies such as Amoco, General Electric, General Motors, Coca Cola, IBM and Unilever, and private companies such as Aveda, Tommy Boy Records, Rhino Records, Eileen Fisher, Stonyfield Farm Yogurt, Kozy Shack, Gaiam and ABC Home. He has focused on helping his clients continuously improve their environmental footprints. He is currently a principal of Meadowbrook Lane Capital, LLC, a private consulting firm through which he provides his services to Bion and Bion Dairy. Mr. Mager has a BS in biology from the State University of New York at Stony Brook (1975).

Dominic Bassani (60) served as the General Manager of Bion Dairy from April 2003 through September 2006. He now serves Bion (and its subsidiaries) as a consultant (through Bright Capital, Ltd. (‘Brightcap’)) on a full-time basis with focus on strategic planning and special projects. He has been an investor in and consultant to Bion since December 1999. He is an independent investor and since 1990 has owned and operated Brightcap, a management consulting company that provides management services to early stage technology companies. He was a founding investor in 1993 in Initial Acquisition Corp. that subsequently merged in 1995 with Hollis Eden Corp. (HEPH), a biotech company specializing in immune response drugs. From early 1998 until June 1999 he was a consultant to Internet Commerce Corp. (ICCA), a leader in business-to-business transactions using the Internet. He is presently an investor in numerous private and public companies primarily in technology related businesses. From 1980 till 1986, Mr. Bassani focused primarily on providing management reorganization services to manufacturing companies and in particular to generic pharmaceutical manufacturers and their financial sponsors.

Michael J. McCloskey, (54), who became a consultant to Bion and Dairy during 2005with respect to its Integrated Projects, Dairy Park initiative and the entire dairy business,obtained his Doctorate of Veterinary Medicine in 1976 from the University of Mexico,Mexico City and completed a specialty in dairy production medicine from the Universityof California, Davis, which he attended from 1978-80. During the period from 1980-89he ran a dairy consulting/veterinarian practice in Southern California. Also during thatperiod, he was an owner/manager of 2 dairies in Southern California. In 1990, he movedto New Mexico where he established a 5000-milking cow operation. Dr. McCloskey hasexpanded his dairy operations into Indiana and Michigan. He is the co-owner/manager ofFair Oaks Dairy Farm, Fair Oaks, Indiana. Dr. McCloskey’s herd in Indiana is currentlyat 15,000 dairy cows and expects to add on another 10,000 cows over the next two (2)years. Dr. McCloskey is currently living in Indiana while developing this project. Dr.McCloskey is actively involved in the ownership and management of dairies in NewMexico, Michigan, and Indiana. In 2004, Dr. McCloskey started the Fair Oaks DairyAdventure and Fair Oaks Dairy Products Partnerships, a large-scale agri-tourism andbrand building experience. In 1992, Dr. McCloskey formed a milk marketing businesscalled Quality Milk Sales. As the co-owner/manager of Quality Milk Sales, he isresponsible for marketing the milk produced by the dairy farmer members of Select MilkProducers and Continental Dairy Products, who jointly produce in excess of 4 billionpounds of milk per year. These cooperativesstretch through New Mexico, Texas,Oklahoma, Kansas, Indiana, Michigan, and Ohio. Dr. McCloskey was instrumental inthe formation of the Southwest Agency, an agency that controls the marketing andtransportation of virtually all milk marketed in Texas and New Mexico. This Agency is aMarketing Agency in Common (MAC), created under the Capper-Volstead Act, whichallows private dairy farmer cooperatives to collectively bargain to maximize marketing efficiencies. Under the guidance of Dr. McCloskey and the board of Southwest Agency,this agency has been able to stabilize both prices and supplies to the processor/consumerwhile at the same time returning efficiencies in the form of increased revenue to theproducer. The success of the Southwest Agency is now being viewed as the model forachieving price stability without government intervention in other regions of the country.Dr. McCloskey successfully brought together a joint venture between Glanbia Foods,Select Milk Producers, and Dairy Farmers of America to establish Southwest CheeseCompany (‘SWC’) now under construction. SWC will open its doors in November of2005 and will receive 10 million pounds of milk per day at its full commission with salesof over 400 million a year. Dr. McCloskey is the acting Chairman of SWC. Dr.McCloskey serves on the board of National Milk Producers Federation and participates inthe Federal Order Policy and Dairy Export Policy committees. Dr. McCloskey has hadthe opportunity to be in a leadership position in every aspect of the dairy industry: from individual cow production to processing, from marketing to federal order reform, andfrom regional political issues to national issues and international trade.

Timothy C. den Dulk, (43), who became a consultant to Bion and Dairy during 2005with respect to its Integrated Projects, Dairy Park initiative and the entire dairy business,owns and manages dairy farms in California, New Mexico, Michigan, Ohio, and Indianathat milk approximately 30,000 cows. He also raises dairy heifers in Tennessee,Kentucky, Missouri, Nebraska, and South Dakota which, when combined with his dairycows, total to a herd size of almost 60,000 cows. Mr. den Dulk farms row crops onapproximately 20,000 acres in the above-mentioned states and grapes, walnuts, peachesand almonds in California. These numbers and geographical diversification give Mr. denDulk a unique national presence in the U.S. dairy and farming industry. Mr. den Dulk isowner and participates in the management of: a) Quality Milk Sales, Inc., New Mexico,
which accounts for 350 loads of milk per day: $600,000,000 yearly sales: Employs 45people (including plant employees); b) Pioneer Dairy Laboratory, Inc., New Mexico,Texas; c) Pecos Dairy Investment Group, L.L.C. (Reverse osmosis and Ultra-filtrationtechnology); d) Siesta Foods, Mexico; e) 1st National Bank, Artesia, New Mexico(Ownership of 35%) & f) Farm Journal, LTD; (Minority partner- Publication of FarmJournal magazine). In addition, Mr. den Dulk was a) an Incorporator and Director (1994-1998) of Select Milk Producers, Inc. which is currently managed and operated by Mr. denDulk’s business, Quality Milk Sales) and b) President (1998-present), Incorporator, andDirector, Continental Dairy Products, Inc., an Ohio marketing cooperative formed in1998 (a rapidly growing cooperative with members in Ohio, Indiana, and Michigan).

Tydd Rohrbough, Chairman and CEO of Cornhusker Energy Lexington LLC, hasserved as a consultant to Bion and Dairy since mid-2004 focusing on matters related to itsIntegrated Projects and Dairy Park initiative with emphasis on integration of ethanolfacilities. Rohrbough provided the seed capital, secured the complete financing structureand continues to lead the development of the $81 million greenfield ethanol facility inNebraska which will be operational later in 2005. Rohrbough is a managing member ofECMS, which provides independent project consulting, management and developmentservices to the Renewable Energy markets. Rohrbough is also President of Dark HorseInc and Dark Horse LLC, which are special purpose companies that invest in patent orpatent pending technologies. Prior to the forming the above companies, Rohrbough was aPrivate Client Advisor with Bazzis & Riddle, high net worth private client officeaffiliated with Wachovia (formerly First Union).

Dennis C. Tristao has worked within the agricultural air quality issue arena for over 12years. Mr. Tristao provides consulting services to Bion. His past commitments to theAgricultural Air Quality Task Force resulted in the Memorandum of Understandingbetween the USDA and the EPA on agricultural air quality research, the establishment ofa research priority and funding recommendation and a recommendation for nationalpolicy on implementing a voluntary compliance strategy for agricultural producers.

In addition, the following persons became directors of Bion Dairy effective October 15, 2006 and have agreed to become directors of Bion upon effectiveness of the Company’s Form10-SB registration statement and the Company’s acquisition of director and officer liability insurance:

Richard Berman (64) has a business career that spans over 35 years of venture capital, management and merger & acquisitions experience. Since 1982, Richard Berman has mainly been active as an investor, advisor, manager, director, and financier to over 100 public and private companies, with emphasis on biotech, internet, and other technology sectors. In the last five years, Mr. Berman has served as a director and/or officer of approximately a dozen public and private companies. He is currently CEO of Nexmed, a small public biotech company; Chairman of National Investment Managers, a public company in pension administration and investment management; and Chairman of Candidate Resources, a private company delivering human resources services over the web, and Chairman of Fortress Technology Systems (homeland security). Mr. Berman is a director of seven public companies: Dyadic International, Inc., Broadcaster, Inc., Internet Commerce Corporation, MediaBay, Inc., NexMed, Inc., National Investment Managers, and Advaxis, Inc. From 1998-2000, Mr.Berman was employed by Internet Commerce Corporation as Chairman and CEO. From 1975-1982 Mr. Berman served Banker Trust Company, New York with a final position of Senior Vice President where he was Head of Mergers & Acquisitions and Leverage Buyout Departments. Mr. Berman is active in real estate and venture capital investing. He is a past Director of the Stern School of Business of NYU where he obtained his BS (1964) and MBA (1973). He also has US and foreign law degrees from Boston College (1969) and The Hague Academy of International Law, respectively.

Bart Chilton (46) has held the position of Chief of Staff, Vice President for Strategic Development & Government Relations, National Farmers Union since June 2006.From February 2005 – May 2006 he has served as Executive Assistant to the Farm Credit Administration Board. From 2001- 2005, Mr. Chilton served as Senior Advisor to Senator Daschle, the Majority and Minority Leader, United States Senate. From 1998-2000 he served as Deputy Chief of Staff to the U.S. Secretary of Agriculture and from 1995-1998 he served as Senior Policy Director for Rural Development to the U.S. Secretary of Agriculture. From 1985-1995, Mr. Chilton served as Legislative Director for four different members of the U.S. House of Representative’s. Mr. Chilton attended Purdue University from 1978-1983.

Charles Millard (49) has served as President and Managing Director of BP Direct Securities, affiliate of Broadway Real Estate Partners since July 2004. From May 2001 though June 2004 he served at Lehman Brothers as Managing Director/Head of Wealth Management Services and from May 1999 - April 2000 he worked at Prudential Securities, Inc., as Group Head/Managing Director, NY Internet Group. From December 1995 to May 1999, Mr. Millard served as President of the New York City Economic Development Corporation and Chairman of the New York City Industrial Development Agency. From 1991 to 1995, Mr. Millard served as Councilman, Upper East Side, Manhattan, New York City Council and from 1986 to 1991, he worked as an attorney at the law firm of Davis, Polk & Wardell, NYC. Mr. Millard received a J.D. from Columbia University School of Law (1985) and a B.A. from Holy Cross College (1979).