ESCROW AGREEMENT



            THIS ESCROW AGREEMENT (this "Agreement") is made as of September 20,

2000 by and among Bionutrics, Inc., a corporation incorporated under the laws of

the State of Nevada (the "Company"), the investors signatory hereto (each an

"Investor" and together the "Investors") and Epstein Becker & Green, P.C., (the

"Escrow Agent"). Capitalized terms used but not defined herein shall have the

meanings set forth in the Common Stock and Warrants Purchase Agreement referred

to in the first recital.



                              W I T N E S S E T H:



            WHEREAS, the Investors will purchase from the Company 500,000 shares

of Common Stock and Warrants, which will be issued as per the terms contained

herein and pursuant to the Common Stock and Warrants Purchase Agreement, between

the Company and the Investors, (the "Purchase Agreement") dated the date hereof

between the Investors and the Company; and



            WHEREAS, it is intended that the purchase of the securities be

consummated in accordance with the requirements set forth by Sections 4(2)

and/or 4(6) and/or Regulation D promulgated under the Securities Act of 1933, as

amended; and



            WHEREAS, the Company and the Investors have requested that the

Escrow Agent notify the Investors upon receipt of the certificates representing

the Common Stock and the Warrants, and certain other closing documents specified

herein;



            NOW, THEREFORE, in consideration of the covenants and mutual

promises contained herein and other good and valuable consideration, the receipt

and legal sufficiency of which are hereby acknowledged and intending to be

legally bound hereby, the parties agree as follows:



                                    ARTICLE 1

                               TERMS OF THE ESCROW



            1.1. The parties hereby agree to establish an escrow account with

the Escrow Agent whereby the Escrow Agent shall receive the certificates

representing the Common Stock and the Warrants, and certain other closing

documents specified herein at the Closing as contemplated by the Purchase

Agreement and notify the Investors of such receipt.



            1.2. At the Closing, the Company shall deliver to the Escrow Agent

the certificates representing the shares of Common Stock (or at the election of

each of the





                                       1

{PAGE}   2

Investors, a copy of an executed letter to the Transfer Agent authorizing the

release of such Common Stock) to be issued to each Investor at the Closing

together with:



            (i)   the original executed Registration Rights Agreement in the

                  form of Exhibit B to the Purchase Agreement;



            (ii)  Instructions to Transfer Agent in the form of Exhibit E to the

                  Purchase Agreement;



            (iii) the original executed opinion of Greenberg Traurig, LLP in the

                  form of Exhibit D to the Purchase Agreement;



            (iv)  10,000 shares of Common Stock issued to the Investor for its

                  legal and escrow fees, which Common Stock shall be registered

                  on the Registration Statement to be filed by the Company (or,

                  at the election of each of the Investors, a copy of an

                  executed letter to the Transfer Agent authorizing the release

                  of such Common Stock);



            (v)   the original executed Warrant; and



            (vi)  an original counterpart of this Escrow Agreement.



            1.3. Upon receipt of the foregoing items, the Escrow Agent shall

calculate and enter the exercise price on the face of the Warrant, and it shall

notify the Investors to release the Purchase Price per the written instructions

of the Company.



            1.4. Upon confirmation from the Company that the Purchase Price has

been received, the share certificates (or, at the election of each of the

Investors, a letter from the Transfer Agent), the Purchase Agreement, this

Agreement, the Warrant, the Registration Rights Agreement and the opinion of

counsel delivered as per instructions from the Investors and to deliver the

Instructions to Transfer Agent to the Transfer Agent.



                                    ARTICLE 2



                                 MISCELLANEOUS



            2.1. No waiver or any breach of any covenant or provision herein

contained shall be deemed a waiver of any preceding or succeeding breach

thereof, or of any other covenant or provision herein contained. No extension of

time for performance of any obligation or act shall be deemed an extension of

the time for performance of any other obligation or act.

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