Common use of Conditions for Conversion Clause in Contracts

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon the happening of the earliest to occur of the events set forth at paragraph 1.4 of the Purchase Agreement (which events are based, in whole or part, on the conditions set forth in Schedule B attached hereto (the "Technical Conditions')) on or before the Maturity Date, then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('License') which License shall be executed and placed in escrow for the benefit of Dairy upon the termination of the offering of Notes ; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon Upon the happening of the earliest to occur of the events event set forth at paragraph 1.4 of the Purchase Agreement (which events are based, in whole or part, on Dairy having already met the conditions set forth in Schedule B attached hereto (the "" Technical Conditions'")) on or before the Maturity Date), then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 2.00 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('License') which License shall be executed and placed in escrow for the benefit of delivered to Dairy upon the termination within 30 days of the offering Conversion Date (unless extended by consent of Notes the holders of a majority in principal amount of all series of 2003 Convertible Promissory Notes) ; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon the happening of the earliest to occur of the events set forth at paragraph 1.4 of the Purchase Agreement (which events are based, in whole or part, on the conditions set forth in Schedule B attached hereto (the "" Technical Conditions')) on or before the Maturity Date, then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('License') which License shall be executed and placed in escrow for the benefit of Dairy upon the termination of the offering of Notes Notes; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon the happening of the earliest to occur of the events set forth at paragraph 1.4 of the Purchase Agreement (which events are based, in whole or part, on the conditions set forth in Schedule B attached hereto (the "Technical Conditions'")) on or before the Maturity Date, then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 1.50 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('License'hereto ("License") which License shall be executed and placed in escrow for the benefit of Dairy upon the termination of the offering of Notes ; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon the happening of the earliest to occur of the events set forth at paragraph 1.4 of the Purchase Agreement (which events are based, in whole or part, on the conditions set forth in Schedule B attached hereto (the "Technical Conditions')) on or before the Maturity Date, then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('Licensehereto(>License') which License shall be executed and placed in escrow for the benefit of Dairy upon the termination of the offering of Notes ; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon Upon the happening of the earliest to occur of the events set forth at paragraph 1.4 of the Purchase Agreement (which events are based, in whole or part, on the conditions set forth in Schedule B attached hereto (the "Technical Conditions'")) on or before the Maturity Date, then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 1.50 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('License') which License shall be executed and placed in escrow for the benefit of Dairy upon the termination by June 30, 2004 (unless extended by consent of the offering holders of Notes a majority in principal amount of all series of 2003 Convertible Promissory Notes) ; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).

Conditions for Conversion. If the first of the Bion Conditions set forth at Schedule D to this Note has been satisfied, upon the happening of the earliest to occur of the events set forth at paragraph 1.4 of the Purchase Agreement (which events are basedbased , in whole or part, on the conditions set forth in Schedule B attached hereto (the "" Technical Conditions'")) on or before the Maturity Date, then (unless otherwise agreed by a majority vote of the Holders as set forth below) all of the amounts due under this Note shall be mandatorily and automatically converted into shares of Dairy common stock ("Dairy Stock") and each of the Holders shall be entitled to receive one share of Dairy Stock for each $1.00 that is due and owing to such Holder under the terms of this Note (and Bion shall continue to own 4,000,000 shares of Dairy Stock); provided, however, that not later than the date of such conversion, Bion, Bion Technologies, Inc. and BionSoil, Inc. shall have each granted to Dairy an automatically renewable license for the worldwide exclusive use of its intellectual property in the dairy business with the terms set forth at Schedule C hereto('Licensehereto ('License') which License shall be executed and placed in escrow for the benefit of Dairy upon the termination of the offering of Notes Notes; and provided further, that in the event that all of the conditions set forth in Schedule D to this Note (the "Bion Conditions") have been met, and the holders of a majority in principal amount of outstanding Notes of this issue elect to receive Bion Stock (as defined below) rather than Dairy Stock, then instead of converting to Dairy Stock as set forth above, all of the amounts due under this Note shall be mandatorily and automatically converted into one share of common stock of Bion ("Bion Stock")for each share of Dairy Stock which the Holder would have been entitled to receive had the majority of Holders not elected to convert into Bion Stock (which number of shares shall be subject to adjustment as provided in paragraph 1.7 of the Purchase Agreement) as is equal to the Conversion Amount (as defined below) divided by the then current Bion Conversion Price (as defined below).