COMMON STOCK PURCHASE AGREEMENT





                  This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is

dated as of September 7, 2000 by and between Bionutrics, Inc., a Nevada

corporation (the "Company"), and Justicia Holdings Limited (the "Purchaser").



                  The parties hereto agree as follows:



                                   ARTICLE I



                                   DEFINITIONS



                       Section 1.1. Certain Definitions.



                    (a) "Average Daily Price" shall be the price based on the

VWAP of the Company on the Principal Market.



                    (b) "Draw Down" shall have the meaning assigned to such term

in Section 6.1(a) hereof.



                    (c) "Draw Down Pricing Period" shall mean a period of

twenty-two (22) consecutive Trading Days beginning on the date specified in the

Draw Down Notice (as defined in Section 6.1(e) hereof); provided, however, the

Draw Down Pricing Period shall not begin before the day on which such notice is

tendered to the Purchaser.



                    (d) "Effective Date" shall mean the date the Registration

Statement of the Company covering the Shares being subscribed for hereby is

declared effective.



                    (e) "Investment Amount" shall have the meaning assigned to

such term in Section 6.1(e) hereof.



                    (f) "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 materially interfere with the ability of the

Company to perform any of its material obligations under this Agreement or the

Registration Rights Agreement or to perform its obligations under any other

material agreement.



                    (g) "Principal Market" shall mean initially the Nasdaq

SmallCap Market and shall include the American Stock Exchange, Nasdaq National

Market or the New York Stock Exchange if the Company is listed and trades on

such market or exchange. The Principal

{PAGE}   2

Market shall not include the OTC Bulletin Board without the express written

consent of the Purchaser.



                    (h) "Purchase Price" shall mean with respect to Shares

purchased during each applicable Settlement Period (excluding Shares issued upon

the exercise of Warrants):



                                        (i) if the Company's average market cap,

calculated by multiplying the number of shares of Common Stock issued and

outstanding by the VWAP of the Common Stock (the "Market Cap"), is less than

$72,500,000, ninety percent (90%) (the "Purchase Price Percentage") of the

Average Daily Price on the date in question; and



                                        (ii) for each $12,500,000 increase in

the Market Cap over $60,000,000 during a Market Cap Period, the Purchase Price

Percentage shall be increased by 0.25% on the date in question until the

Purchase Price Percentage equals 93%; provided, however, each increase in the

Purchase Price Percentage shall only occur if each corresponding increase in the

Market Cap is maintained for at least the twenty-two (22) consecutive Trading

Days prior to the date the applicable Settlement Period commences (a "Market Cap

Period".)



                    (i) "Registration Statement" shall mean the registration

statement under the Securities Act of 1933, as amended, to be filed with the

Securities and Exchange Commission for the registration of the Shares pursuant

to the Registration Rights Agreement attached hereto as Exhibit A (the

"Registration Rights Agreement).



                    (j) "SEC Documents" shall mean the Company's latest Form

10-K or 10-KSB as of the time in question, all Forms 10-Q or 10-QSB and 8-K

filed thereafter, and the Proxy Statement for its latest fiscal year as of the

time in question until such time as the Company no longer has an obligation to

maintain the effectiveness of a Registration Statement as set forth in the

Registration Rights Agreement.



                    (k) "Settlement Period" shall have the meaning assigned to

such term in Section 6.1(b).



                    (l) "Shares" shall mean, collectively, the shares of Common

Stock of the Company being subscribed for hereunder and those shares of Common

Stock issuable to the Purchaser upon exercise of the Warrants.



                    (m) "Threshold Price" is the lowest Average Daily Price

during any Draw Down Pricing Period at which the Company will sell its Common

Stock with respect to this Agreement.



                    (n) "Trading Day" shall mean any day on which the Principal

Market is open for business.



                    (o) "VWAP" shall mean the daily volume weighted average

price of the Company's Common Stock on the Principal Market as reported by

Bloomberg Financial L.P. (based on a trading day from 9:30 am EST to 4:00 pm

EST) using the VAP function.

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