Warrant To Purchase Common Stock

Exhibit 10.4 Void after 3:30 p.m., Denver Time, on December 31, 2001


Warrant to Purchase
Shares
of Common Stock


CLASS X WARRANT TO PURCHASE COMMON STOCK
OF
BION ENVIRONMENTAL TECHNOLOGIES, INC.


This is to certify that ______________ ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Bion Environmental Technologies, Inc., a Colorado corporation ("Company"), at any time on or after January 1, 2000, and not later than 3:30 p.m., Denver Time, on December 31, 2001, unless extended as provided in Section (a) below _______ shares of common stock, no par value per share, of the Company ("Common Stock") at a purchase price per share of $8.00 (in cash or fair market value of property acceptable to the Company). The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for a share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Stock" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price."


(a) Exercise of Warrant. Subject to the provisions of Sections (k) hereof,
this Warrant may be exercised in whole or in part at any time or from
time to time on or after January 1, 2000, but not later than 3:30
p.m., Denver time on December 31, 2001, or if such date is a day on
which banking institutions are authorized by law to close, then on the
next succeeding day which shall not be such a day, by presentation and
surrender hereof to the Company or at the office of its stock transfer
agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price (in cash or equivalent
value) for the number of shares specified in such form, together with
all federal and state taxes applicable upon such exercise. The Company
may unilaterally extend the time within which the Warrant may be
exercised but is not obligated to do so, but not longer than twelve
(12) months. The Company may unilaterally reduce the exercise price
per share. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new Warrant evidencing the right hereunder. Upon
receipt by the Company of this Warrant at the office or agency of the
Company, in proper form for exercise, the Holder shall be deemed to be
the holder of record of the shares of Common Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of
Common Stock shall not then be actually delivered to the Holder.


(b) Reservation of shares. The Company, hereby agrees that at all times
subsequent hereto there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of its Common
Stock as shall be required for issuance or delivery upon exercise of
this Warrant ("Warrant Stock").


(c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to
such fraction multiplied by the current market value of such
fractional share, determined as follows:


(1) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange, the
current value shall be the last reported sale price of the Common
Stock on such exchange on the last business day prior to the date
of exercise of this Warrant or if no such sale is made on such
day, the average closing bid and asked prices for such day on
such exchange; or


(2) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current value shall be the mean of the
last reported bid and asked prices reported by the National
Association of Securities Dealers Automated Quotation System (or,
if not so quoted on NASDAQ, by the National Quotation Bureau,
Inc.) on the last business day prior to the day of the exercise
of this Warrant; or


(3) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported,
the current value shall be an amount, not less than book value,
determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company, such determination to be final
and binding on the Holder.


(d) Exchange, Assignment or Loss of Warrant. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling
the Holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable her ...