NEITHER THIS WARRANT, NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE

HEREOF, HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

"SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY

NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER

THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME

EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL IN FORM AND

SUBSTANCE REASONABLY ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE

SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN

CONNECTION WITH A PROPOSED SALE OR TRANSFER.





                                  COMMON STOCK

                                PURCHASE WARRANT



                          For the Purchase of Shares of



                                 Common Stock of



                                BIONUTRICS, INC.



                          (Par Value $0.001 Per Share)



              (Incorporated under the Laws of the State of Nevada)



                  VOID AFTER 5:00 P.M. PST ON DECEMBER 19, 2003



                  Date of Original Issuance: December 20, 2000



         This is to certify that, for value received, Ropart Investments LLC, or

assigns (the "Warrantholder"), is entitled, subject to the terms and conditions

hereinafter set forth, to purchase 70,000 shares of common stock, par value

$0.001 per share (the "Common Stock"), of BIONUTRICS, INC., a Nevada corporation

(the "Company"), for the Warrant Price (as defined below), and to receive a

certificate or certificates for the shares of Common Stock so purchased. This

Warrant is being issued in connection with the terms of that certain Stock

Purchase Agreement dated December 20, 2000, by and between the Warrantholder and

the Company.



         1.       TERMS AND EXERCISE OF WARRANT.



                  (a)      WARRANT SHARES. Warrant Shares (as defined below) may

be acquired in accordance with the terms of this Warrant until the Termination

Date (as defined below). The Warrantholder may exercise this Warrant with

respect to all Warrant Shares effective immediately.



                  (b)      EXERCISE PERIOD. Subject to the terms of this

Warrant, the Warrantholder shall have the right, at any time during the Exercise

Period (as defined below), to exercise this Warrant for any or all Warrant

Shares and to purchase from the Company up to the number of fully paid and

nonassessable shares of Common Stock which the Warrantholder may at the time be

entitled to purchase pursuant to this Warrant. The 70,000 shares of Common Stock

subject to this Warrant and any other securities that the

{PAGE}   2

Company may be required by the operation of Section 3 to issue upon the exercise

hereof are referred to herein as the "Warrant Shares." The "Exercise Period"

shall mean the period commencing on the Date of Original Issuance for such

Warrant Shares and ending at 5:00 P.M., Mountain Standard Time, on December ___,

2003 (the "Termination Date"), 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. If this Warrant is not exercised on or prior to

the Termination Date, this Warrant shall become void and all rights of the

Warrantholder hereunder shall cease.

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