EXHIBIT 10.4

                        Description of Engineers Services
                                  April 23, 2009

Primus Builders Inc. (PBI) will provide the following Scope of Services,
based on Bion PA 1 LLC (LLC) (a wholly-owned subsidiary of Bion Environmental
Technologies, Inc (Bion)) request for Preliminary Engineering Services for
its Biological Nutrient Removal Waste Treatment Facility at the Kreider Farm
in Lancaster, PA.

General Description of Project

LLC, through its designated agent, Bion Services Group, Inc. (BSG) is working
with Kreider Farms (KF) on the planning, design, construction and operation
of a biological nutrient removal waste treatment facility at the KF dairy.
The project will be designed to process waste water under three separate
waste flow and loading scenarios as follows:

Phase 1-Approximately 1,200 milk cows
Phase 2-Current herd including 1,200 milk cows plus support stock
Phase 3-Current herd plus an additional 400 milk cows

The facility will be operated under Phase l loadings for performance
monitoring and verification.

Scope Provided

Primus Builders Inc, working in collaboration with BSG and its staff and
Primus Design Services, LLC, shall to prepare and issue a Request for
Proposal Document for certain Pre-Design Tasks, and Preliminary Design work
that culminates with the preparation of a Design Basis Report, each as
described in Bion's - Kreider Farms Project Implementation Task Outline,
dated March 13, 2009.

Specific tasks Included:

1. Predesign
2. Preliminary Design
3. Permitting (cost of actual permits are not included)

Preparation of The Request for Proposal (RFP)

Qualified engineering firms will be asked to provide professional fee and
rate structures to complete the work as described in the Request for Proposal
(RFP) Document. In support of issuance of the RFP, Primus will prepare:

1. Schematic level site and building layouts
2. Schematic level process flow diagrams (PFDs)
3. Preliminary equipment list
4. Preliminary Project Schedule
5. Scope narrative with a detailed listing of the required deliverables.

Post RFP Services

Upon bid receipt, Primus will provide LLC with the following post RFP
services, the cost of which is included in this proposal:

1. Interview, review and analysis of received proposals including a written
   bid summary and recommendations for final selection.
2. The costs of the engineering firm selected are not included in this order.
   A change order in the amount equal to those total costs incurred by the
   selected engineering firm (retained by Primus) will be issued by BSG on
   behalf of LLC to Primus as necessary for Primus to complete the scope of
   this assignment.
3. Supervision and management of the selected engineering firm.
4. Coordination and integration of other engineers and consultants working at
   the direction of BSG.
5. Administration of the Pre-design, Preliminary Design and Design Basis
   Report to achieve compliance with those reporting requirements of the
   Pennsylvania Infrastructure Investment Authority (PENNVEST).

Schedule

1. The RFP will be issued on or about April 30. Contractor selection will be
   on or about May 11.
2. Submit for PA DEP Water Quality Management Permit. Necessary for permit,
   but not limited shall be PFD's, tank modification details (by Red Barn)
   site plan, and overall project and process descriptions - June 1st, 2009.
3. Completion and presentation of Design Basis Report (DBR) - June 1, 2009.

Compensation

We have the desired team assembled and are prepared to start work
immediately.

We are pleased to offer the following lump sum fee of $40,000.00 (forty-
thousand dollars) for each step of the assignment as outlined above, plus
reimbursable expenses billed at cost (such as travel, plotting, drawing
reproduction, mailing charges, etc.).

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