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                                EXHIBIT 10.30(b)

                                BIONUTRICS, INC.
                        2425 E. Camelback Road, Suite 650
                                Phoenix, AZ 85016

                                February 20, 2001

Justicia Holdings Limited
C/O Beacon Capital Management
Harbour House, 2nd Floor
Waterfront Drive
Road Town, Tortola
British Virgin Islands
Attn.:  Mr. David Sims

           Re: Amendment to Common Stock Purchase Agreement

Gentlemen:

           Reference is made to that certain Common Stock Purchase Agreement
(the "Purchase Agreement"), dated September 7, 2000, between Bionutrics, Inc.
(the "Company") and Justicia Holdings Limited (the "Purchaser"). It has recently
come to the attention of the parties that in order to register for resale the
Common Stock to be purchased pursuant to the Purchase Agreement, certain
provisions of the Purchase Agreement must be deleted or revised. The Company and
the Purchaser hereby agree to delete or revise said provisions from the Purchase
Agreement.

           In consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

           1. To restate the following sections of the Purchase Agreement as set
forth below:

                      Section 1.1(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.

                      Section 1.1(p) "Warrants" shall mean the Initial Warrant
           as that term in defined in Section 5.2(f) hereof.

                      Section 5.2(f) Warrants. In lieu of a minimum Draw Down
           commitment by the Company, the Purchaser shall receive, at the
           Initial Closing, a warrant certificate to purchase up to 200,000
           shares of Common Stock (the "Initial Warrant"). The Initial Warrant
           shall have a term from its date of issuance of three (3) years. The
           exercise price of the Initial Warrant shall be 120% of the average
           VWAP on the fifteen Trading
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           Days immediately prior to the Initial Closing Date. The Common Stock
           underlying the Warrants will be registered in the Registration
           Statement referred to in Section 4.3 hereof. The Warrants shall be in
           the form of Exhibit E hereto.

                      Section 5.3(f) Future Financing. The Company shall have
           not completed any financing prohibited by Section 4.11 unless, prior
           to the Company delivering the first Draw Down Notice after any such
           financing as a condition to the Purchaser's obligations hereunder,
           the Company pays the Purchaser the sum of $100,000 as liquidated
           damages.

                      Section 7.2 Other Termination. This Agreement shall
           terminate upon one (1) Trading Day's notice if (i) an event resulting
           in a Material Adverse Effect has occurred that is not cured in sixty
           (60) days, or (iii) the Company files for protection from creditors
           under any applicable law.

     2. Section 9.4 is hereby revised, with respect to the Purchaser's address,
to the address set forth above.

     3. The parties hereby agree to add the following provision to Section 3 of
the Initial Warrant issued pursuant to the Purchase Agreement:

           (d) Notwithstanding anything herein to the contrary, in no event
           shall the holder be permitted to exercise this Warrant for shares of
           Common Stock to the extent that (x) the number of shares of Common
           Stock owned by such Holder (other than shares of Common Stock
           issuable upon exercise of this Warrant) plus (y) the number of shares
           of Common Stock issuable upon exercise of this Warrant, would be
           equal to or exceed 9.9% of the number of shares of Common Stock then
           issued and outstanding, including shares issuable upon exercise of
           this Warrant held by such holder after application of this Section
           3(d). As used herein, beneficial ownership shall be determined in
           accordance with Section 13(d) of the Exchange Act. To the extent that
           the limitation contained in this Section 3(d) applies, the
           determination of whether this Warrant is exercisable (in relation to
           other securities owned by the holder) and of which a portion of this
           Warrant is exercisable shall be in the sole discretion of such
           holder, and the submission of a Notice of Exercise shall be deemed to
           be such holder's determination of whether this Warrant is exercisable
           (in relation to other securities owned by such holder) and of which
           portion of this Warrant is exercisable, in each case subject to such
           aggregate percentage limitation, and the Company shall have no
           obligation to verify or confirm the accuracy of such determination.
           Nothing contained herein shall be deemed to restrict the right of a
           holder to exercise this Warrant into shares of Common Stock at such
           time as such exercise will not violate the provisions of this Section
           3(d). The provisions of this Section 3(d) may be waived by the Holder
           of this Warrant upon, at the election of the Holder, with 61 days'
           prior notice to the Company, and the provisions of this Section 3(d)
           shall continue to apply until such 61st day (or such later date

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           as may be specified in such notice of waiver). No exercise of this
           Warrant in violation of this Section 3(d) but otherwise in accordance
           with this Warrant shall affect the status of the Common Stock issued
           upon such exercise as validly issued, fully-paid and nonassessable.

     Except as specifically amended by the terms of this amendment, the Purchase
Agreement and its exhibits shall remain unmodified and in full force and effect,
and shall not be in any way changed, modified or superseded by the terms set
forth herein. All terms used but not defined in this amendment shall have the
meanings set forth in the Purchase Agreement.

     This amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the
other parties hereto, it being understood that all parties need not sign the
same counterpart. Execution of this amendment may be made by delivery by
facsimile.

     If the foregoing correctly sets forth our understanding and agreement,
please so indicate by signing where indicated below.

                                            BIONUTRICS, INC.



                                            By: /s/Ronald H. Lane
                                                ------------------------------
                                                   Ronald Lane, President & CEO



ACCEPTED AND AGREED TO:


JUSTICIA HOLDINGS LIMITED



By:   /s/David Sims
      -------------------
      David Sims, Authorized Signatory

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