COMMON STOCK AND WARRANTS PURCHASE AGREEMENT



                                     BETWEEN



                                BIONUTRICS, INC.



                                       AND



                         THE INVESTORS SIGNATORY HERETO



      COMMON STOCK AND WARRANTS PURCHASE AGREEMENT dated as of September 20,

2000 (the "Agreement"), between the Investors signatory hereto (each an

"Investor" and together the "Investors") and Bionutrics, Inc., a corporation

organized and existing under the laws of the State of Nevada (the "Company").



      WHEREAS, the parties desire that, upon the terms and subject to the

conditions contained herein, the Company shall issue and sell to the Investors,

and the Investors shall purchase (i) Five Hundred Thousand Dollars ($500,000) of

Common Stock (as defined below) and (ii) Warrants (as defined below) to purchase

shares of the Common Stock on the Closing Date.



      WHEREAS, such investments will be made in reliance upon the provisions of

Section 4(2) and/or 4(6) of the United States Securities Act of 1933 (the

"Securities Act") and/or Regulation D ("Regulation D") and the other rules and

regulations promulgated thereunder and/or upon such other exemption from the

registration requirements of the Securities Act as may be available with respect

to any or all of the investments in securities to be made hereunder.



      NOW, THEREFORE, the parties hereto agree as follows:



                                   ARTICLE I



                               CERTAIN DEFINITIONS



Section 1.1. "Bid Price" shall mean the closing bid price (as reported by

Bloomberg L.P.) of Common Stock on the Principal Market on the date in question.



Section 1.2. "Capital Shares" shall mean the Common Stock and any shares of any

other class of common stock whether now or hereafter authorized, having the

right to participate in the distribution of earnings and assets of the Company.



Section 1.3. "Capital Shares Equivalents" shall mean any securities, rights, or

obligations that are convertible into or exchangeable for or give any right to

subscribe for any Capital Shares of the Company or any warrants, options or

other rights to subscribe for or purchase Capital Shares or any such convertible

or exchangeable securities.

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Section 1.4. "Closing" shall mean each closing of the purchase and sale of the

Common Stock and Warrants pursuant to Section 2.1.



Section 1.5. "Closing Date" shall mean the date on which all conditions to the

Closing have been satisfied (as defined in Section 2.1 (b) hereto) and such

Closing shall have occurred.



Section 1.6. "Common Stock" shall mean the Company's common stock, $0.001 par

value per share.



Section 1.7. "Damages" shall mean any loss, claim, damage, judgment, penalty,

deficiency, liability, costs and expenses (including, without limitation,

reasonable attorney's fees and disbursements and reasonable costs and expenses

of expert witnesses and investigation).



Section 1.8. "Effective Date" shall mean the date on which the SEC first

declares effective a Registration Statement registering the resale of the

Registrable Securities as set forth in the Registration Rights Agreement.



Section 1.9. "Escrow Agent" shall have the meaning set forth in the Escrow

Agreement.



Section 1.10. "Escrow Agreement" shall mean the Escrow Agreement in

substantially the form of Exhibit A hereto executed and delivered

contemporaneously with this Agreement.



Section 1.11. "Exchange Act" shall mean the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder.



Section 1.12. "Legend" shall mean the legend set forth in Section 9.1.



Section 1.13. "Material Adverse Effect" shall mean any adverse effect on the

business, operations, properties, prospects or financial condition of the

Company that is material and adverse to the Company and its subsidiaries and

affiliates, taken as a whole, and/or any condition, circumstance, or situation

that would prohibit or otherwise interfere with the ability of the Company to

enter into and perform any of its obligations under this Agreement, the

Registration Rights Agreement, the Escrow Agreement or the Warrants in any

material respect.



Section 1.14. "Outstanding" when used with reference to shares of Common Stock

or Capital Shares (collectively the "Shares"), shall mean, at any date as of

which the number of such Shares is to be determined, all issued and outstanding

Shares, and shall include all such Shares issuable in respect of outstanding

scrip or any certificates representing fractional interests in such Shares;

provided, however, that "Outstanding" shall not mean any such Shares then

directly or indirectly owned or held by or for the account of the Company.



Section 1.15. "Person" shall mean an individual, a corporation, a partnership,

an association, a trust or other entity or organization, including a government

or political subdivision or an agency or instrumentality thereof.



Section 1.16. "Principal Market" shall mean the American Stock Exchange, the New

York Stock Exchange, the American Stock Exchange, the NASDAQ National or

SmallCap Markets or





                                       2

{PAGE}   3

the OTC Bulletin Board, whichever is at the time the principal trading exchange

or market for the Common Stock, based upon share volume.



Section 1.17. "Purchase Price" shall mean $1.00 per share of Common Stock.



Section 1.18. "Registrable Securities" shall mean the Shares and the Warrant

Shares until (i) the Registration Statement has been declared effective by the

SEC, and all Shares and Warrant Shares have been disposed of pursuant to the

Registration Statement, (ii) all Shares and Warrant Shares have been sold under

circumstances under which all of the applicable conditions of Rule 144 (or any

similar provision then in force) under the Securities Act ("Rule 144") are met,

(iii) all Shares and Warrant Shares have been otherwise transferred to holders

who may trade such shares without restriction under the Securities Act, and the

Company has delivered a new certificate or other evidence of ownership for such

securities not bearing a restrictive legend or (iv) such time as, in the opinion

of counsel to the Company, all Shares and Warrant Shares may be sold without any

time, volume or manner limitations pursuant to Rule 144(k) (or any similar

provision then in effect) under the Securities Act.



Section 1.19. "Registration Rights Agreement" shall mean the agreement regarding

the filing of the Registration Statement for the resale of the Registrable

Securities, entered into between the Company and the Investors as of the Closing

Date in the form annexed hereto as Exhibit B.



Section 1.20. "Registration Statement" shall mean a registration statement on

Form S-3 (or on such other form promulgated by the SEC for which the Company

then qualifies and which counsel for the Company shall deem appropriate, and

which form shall be available for the resale by the Investors of the Registrable

Securities to be registered thereunder in accordance with the provisions of this

Agreement, the Registration Rights Agreement and in accordance with the intended

method of distribution of such securities), for the registration of the resale

by the Investors of the Registrable Securities under the Securities Act.



Section 1.21. "SEC" shall mean the Securities and Exchange Commission.



Section 1.22. "Securities Act" shall have the meaning set forth in the recitals

of this Agreement.



Section 1.23. "SEC Documents" shall mean the Company's latest Form 10-K or

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