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                                                                   Exhibit 10.40

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 October 24, 2002

                   Date of Original Issuance: October 25, 2000

         This is to certify that, for value received, TAMARACK INTERNATIONAL
LIMITED, or assigns (the "Warrantholder"), is entitled, subject to the terms and
conditions hereinafter set forth, to purchase 50,000 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 October 25, 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 50,000 shares of Common Stock subject to
this Warrant and any other securities that the 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.,
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Mountain Standard Time, on October 24, 2002 (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.

                  (c) METHOD OF EXERCISE. The Warrantholder may exercise this
Warrant by surrender of this Warrant to the Company at its principal office in
Phoenix, Arizona (or at such other address as the Company may designate by
notice in writing to the Warrantholder at the address of the Warrantholder
appearing on the books of the Company or such other address as the Warrantholder
may designate in writing), together with the form of Election to Purchase
included as Exhibit A hereto, duly completed and signed, and upon payment to the
Company of the Warrant Price (as defined in Section 2) multiplied by the number
of Warrant Shares being purchased upon such exercise (the "Aggregate Warrant
Price"), together with all taxes applicable upon such exercise. Payment of the
Aggregate Warrant Price shall be made in cash or by certified check or cashier's
check, payable to the order of the Company.

                  (d) PARTIAL EXERCISE. At the election of the Warrantholder,
this Warrant shall be exercisable in whole or in part at any time, and from time
to time, during the Exercise Period.

                  (e) SHARE ISSUANCE UPON EXERCISE. Upon the exercise and
surrender of this Warrant certificate and payment of the Aggregate Warrant
Price, the Company shall issue and cause to be delivered with all reasonable
dispatch to the Warrantholder, in such name or names as the Warrantholder may
designate in writing, a certificate or certificates for the number of full
Warrant Shares so purchased upon the exercise of the Warrant, together with
cash, as provided in Section 4 hereof, with respect to any fractional Warrant
Shares otherwise issuable upon such surrender and, if applicable, the Company
shall issue and deliver a new Warrant to the Warrantholder for the number of
Warrant Shares not so exercised. Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of such Warrant Shares as of the close
of business on the date of the surrender of the Warrant and payment of the
Aggregate Warrant Price, notwithstanding that the certificates representing such
Warrant Shares shall not actually have been delivered or that the stock transfer
books of the Company shall then be closed.

         2.       WARRANT PRICE. The price per share at which Warrant Shares
shall be purchasable upon the exercise of this Warrant shall be $1.00 per share,
subject to adjustment pursuant to Section 3 hereof (originally and as adjusted,
the "Warrant Price").

         3.       ADJUSTMENT OF NUMBER OF WARRANT SHARES AND WARRANT PRICE. The
Company agrees to reserve and shall keep reserved for issuance the number of
shares of Common Stock issuable upon exercise of this Warrant. The number of
Warrant Shares purchasable upon the exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time upon the happening of
certain events, as follows:

                  (a) In case the Company shall (1) pay a dividend or make a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares, (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by reclassification of its Common
Stock any shares of capital stock of the Company (other than a change in par
value, or from par value to no par value, or from no par value to par value),
the number of Warrant Shares issuable upon exercise of this Warrant and the
Warrant Price in effect immediately prior thereto shall be adjusted as follows:

                           (i) The number of Warrant Shares issuable upon
exercise of this Warrant shall be adjusted by multiplying the number of Warrant
Shares issuable upon exercise of this Warrant immediately prior to such
adjustment by a fraction, the numerator of which shall be the number of shares


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of Common Stock outstanding immediately after such adjustment, and the
denominator of which shall be the number of shares of Common Stock outstanding
immediately prior to such adjustment; and

                           (ii) The Warrant Price shall be adjusted by
multiplying the Warrant Price in effect immediately prior to such adjustment by
a fraction, the numerator of which shall be the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such adjustment, and
the denominator of which shall be the number of Warrant Shares as so adjusted.

         An adjustment made pursuant to this Section 3(a) shall become effective
immediately after the record date in the case of a dividend or distribution
(provided, however, that such adjustments shall be reversed if such dividends or
distributions are not actually paid) and shall become effective immediately
after the effective date in the case of a subdivision, combination, or
reclassification. If, as a result of an adjustment made pursuant to this Section
3(a), the Warrantholder shall become entitled to receive shares of two or more
classes of capital stock of the Company, the Board of Directors (whose
determination shall be conclusive and shall be evidenced by a resolution) shall
determine the allocation of the adjusted Warrant Price between or among the
shares of such classes of capital stock.

                  (b) In case of any reclassification of the outstanding Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision, combination or
stock dividend), or in case of any consolidation of the Company with, or merger
of the Company into, another corporation wherein the Company is not the
surviving entity, or in case of any sale of all, or substantially all, of the
property, assets, business and goodwill of the Company, the Company, or such
successor or purchasing corporation, as the case may be, shall provide, by a
written instrument delivered to the Warrantholder, that the Warrantholder shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other equity securities, or other property or assets which
would have been receivable by such Warrantholder upon such reclassification,
consolidation, merger or sale, if this Warrant had been exercised immediately
prior thereto. Such corporation, which thereafter shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for adjustments to the Warrant Price which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 3.

                  (c) No adjustment in the number of securities purchasable
hereunder shall be required unless such adjustment would require an increase or
decrease of at least five percent (5%) in the number of securities (calculated
to the nearest full share or unit thereof) then purchasable upon the exercise of
this Warrant; provided, however, that any adjustment which by reason of this
Section 3(c) is not required to be made immediately shall be carried forward and
taken into account in any subsequent adjustment.

                  (d) For the purpose of this Section 3, the term "Common Stock"
shall mean (i) the class of stock designated as Common Stock of the Company at
October 25, 2000 or (ii) any other class of stock resulting from successive
changes or reclassifications of such Common Stock consisting solely of changes
in par value, or from par value to no par value, or from no par value to par
value. In the event that at any time, as a result of an adjustment made pursuant
to this Section 3, the Warrantholder shall become entitled to purchase any
shares of the Company's capital stock other than Common Stock, thereafter the
number of such other shares so purchasable upon the exercise of this Warrant and
the Warrant Price of such shares shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the shares contained in this Section 3.

                  (e) Whenever the number of shares of Common Stock and/or other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein provided, the Company shall cause to be promptly mailed to
the Warrantholder by first class mail, postage prepaid,


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notice of such adjustment and a certificate of the Company's chief financial
officer setting forth the number of shares of Common Stock and/or other
securities purchasable upon the exercise of this Warrant, the Warrant Price
after such adjustment, a brief statement of the facts requiring such adjustment,
and the computation by which such adjustment was made.

                  (f) Irrespective of any adjustments in the Warrant Price or
the number or kind of securities purchasable upon the exercise of this Warrant,
the Warrant certificate or certificates theretofore or thereafter issued may
continue to express the same price or number or kind of securities stated in
this Warrant initially issuable hereunder.

         4.       REGISTRATION RIGHTS.

                  (a) At any time during which Investor is subject to the time,
volume restrictions, or manner of sale limitations under Rule 144 under the 1933
Act ("Rule 144"), or any successor rule or regulation, the Company will (i)
prepare and file a Registration Statement under the 1933 Act covering the Shares
or will include the Shares in any other Registration Statement it is obligated
to file subsequent to the date hereof, (ii) use its best efforts to have such
Registration Statement rendered effective under the 1933 Act as soon as
practicable thereafter, and (iii) take such action as may be necessary to have
such Registration Statement remain effective under the 1933 Act, free of
material misstatements or omissions, for the period required to sell such Shares
in compliance therewith. The Company shall bear all fees, disbursements and
out-of-pocket expenses incurred in connection with the preparation and filing of
such Registration Statement, including any amendment or supplement thereto
necessary to cause the same to remain free of material misstatements or
omissions during the period the Registration Statement remains effective under
the 1933 Act, except as provided in Section 4.5 hereof.

                  (b) Investor will cooperate with the Company in all respects
in connection with this Section, including timely supplying all information
reasonably requested by the Company (which shall include all information
regarding the Investor and proposed manner of sale of the Shares required to be
disclosed in the Registration Statement) and executing and returning all
documents reasonably requested in connection with the registration and sale of
the Shares and entering into and performing its obligations under any
underwriting agreement, if the offering is an underwritten offering, in usual
and customary form, with the managing underwriter or underwriters of such
underwritten offering

                  (c) The Company's obligation under this Section 4 to register
the Shares held by Investor shall terminate upon the earlier of (i) the date
that all of the Shares have been sold pursuant to the Registration Statement,
(ii) the date the Investor receives an opinion of counsel to the Company, which
opinion shall be reasonably acceptable to the Investor, that the Shares may be
sold under the provisions of Rule 144 without limitation as to volume, (iii) the
date when all Shares have been otherwise transferred to persons who may trade
such Shares without restriction under the 1933 Act, and the Company has
delivered a new certificate or other evidence of ownership for such securities
not bearing a restrictive legend, or (iv) the date when all 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 1933 Act in the opinion of counsel to
the Company, which counsel shall be reasonably acceptable to the Investor.

                  (d) The Company agrees to indemnify and hold harmless the
Investor against any and all losses, claims, damages, liabilities and expenses,
which Investor may suffer arising out of any untrue statement of a material fact
in a Registration Statement filed in connection with the registration rights
granted by this Section 4, or arising out of any omission to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the Company will not be liable to the
extent that such losses, claims, damages, liabilities or expenses arise out of
any untrue statement or omission which has been made therein or omitted
therefrom in reliance upon


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information relating to the Investor furnished in writing to the Company by the
Investor for use in connection therewith.

                  (e) All underwriting and/or brokerage discounts, fees and
commissions in respect of the registration of the Shares under this Section 4
and applicable transfer taxes payable upon sale of the Shares, and any counsel
fees or disbursements for counsel for Investor and out-of-pocket expenses of
Investor in connection with the registration of Shares under this Section 4
shall be paid and borne by Investor.

         6.       FRACTIONAL INTEREST. The Company shall not be required to
issue fractional shares upon exercise of this Warrant, but shall pay an amount
in cash equal to the closing price of the Company's Common Stock on the Nasdaq
SmallCap Market or other trading market on the day preceding the date of the
surrender of this Warrant pursuant to Section 1(c) hereof, or if there is no
public market, cash equal to the then fair market value of the shares as
reasonably determined by the Board of Directors of the Company, in its sole
discretion, multiplied by such fraction.

         7.       TRANSFER PROHIBITION. Neither this Warrant nor any rights
hereunder may be sold, exchanged, conveyed, assigned, given, or otherwise
transferred by the Warrantholder without prior notification of Bionutrics.

         8.       NO RIGHTS AS SHAREHOLDER; NOTICES TO WARRANTHOLDER. Prior to
the exercise of this Warrant pursuant to the terms hereof, nothing contained in
this Warrant shall be construed as conferring upon the Warrantholder any rights
as a shareholder of the Company, either at law or in equity, including the right
to vote, receive dividends, consent, or receive notices as a shareholder with
respect to any meeting of shareholders for the election of directors of the
Company or for any other matter.

         9.       NOTICES. Any notice given pursuant to this Warrant by the
Company or by the Warrantholder shall be in writing and shall be deemed to have
been duly given upon (a) personal delivery, (b) transmitter's confirmation of
the receipt of a facsimile transmission, (c) confirmed delivery by a standard
overnight carrier, or (d) the expiration of three business days after the day
when mailed by United States Postal Service by certified or registered mail,
return receipt requested, postage prepaid at the following addresses:

         If to the Company:

                  Bionutrics, Inc.
                  2425 E. Camelback Road, Suite 650
                  Phoenix, Arizona  85016
                  Attention:  George E. Duck, Jr.

         with a copy to:

                  Greenberg Traurig, LLP
                  One E. Camelback Road, Suite 1100
                  Phoenix, Arizona 85012
                  Attention: Jean E. Harris, Esq.

         If to the Warrantholder:

                  Tamarack International Limited
                  23A Craven Terrace
                  Lancaster Gate


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                  London, W2 3QH
                  Attention: Terrence A Jehan

         Each party hereto may, from time to time, change the address to which
notices to it are to be transmitted, delivered or mailed hereunder by notice in
accordance herewith to the other party.

         10.      INVESTMENT REPRESENTATION. The Warrantholder hereby represents
to the Company that it is acquiring this Warrant for its own account, as
principal, for investment and not with a view to or the intent to participate
in, directly or indirectly, the resale, assignment, distribution, or
fractionalization of all or any part hereof. Further, the Warrantholder shall
furnish the Company an investment letter, in form and substance satisfactory to
the Company, prior to the issuance of any Warrant Shares or other securities
issuable upon the exercise hereof, to the effect that such securities, and any
additional securities of the Company for which such securities may be exercised
or exchanged or into which they may ultimately be converted, if not registered
pursuant to applicable state and federal securities laws, will be acquired for
investment and not with a view to the sale or distribution thereof. The
Warrantholder hereby further represents that it has been provided with, or given
reasonable access to, full and fair disclosure of all material information
regarding the Company, this Warrant, and the Common Stock.

         11.      GENERAL PROVISIONS.

                  (a) SUCCESSORS. All covenants and provisions of this Warrant
shall bind and inure to the benefit of the respective successors and assigns of
the parties hereto.

                  (b) CHOICE OF LAW. This Warrant and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of construction, validity, performance,
and enforcement, and without giving effect to the principles of any Arizona or
other conflict-of-law provisions to the contrary.

                  (c) ENTIRE AGREEMENT. Except as provided herein, this Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing negotiations, representations, or agreements and all other oral,
written, or other communications between them concerning the subject matter of
this Warrant.

                  (d) SEVERABILITY. If any provision of this Warrant is
unenforceable, invalid, or violates applicable law, such provision shall be
deemed stricken and shall not affect the enforceability of any other provisions
of this Warrant.

                  (e) CAPTIONS. The captions in this Warrant are inserted only
as a matter of convenience and for reference and shall not be deemed to define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.


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         IN WITNESS WHEREOF, the Company caused this Warrant to be duly executed
as of the date first above written.

                                             BIONUTRICS, INC.



                                             /s/ Ronald H. Lane
                                             ------------------
                                             By:  Ronald H. Lane
                                             Its:  President



         The Warrantholder hereby agrees to and accepts the terms and conditions
of this Warrant this 25th day of October, 2000.

                                              TAMARACK INTERNATIONAL LIMITED



                                              /s/ Terrence A. Jehan
                                              ---------------------
                                              By: Terrence A. Jehan
                                              Its:  Managing Director


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                                    EXHIBIT A

                              ELECTION TO PURCHASE


Bionutrics, Inc.
2425 E. Camelback Road, Suite 650
Phoenix, Arizona 85016

                  The undersigned hereby irrevocably elects to exercise the
right of purchase set forth in the attached Warrant to purchase thereunder
____________________ shares of the Common Stock (the "Warrant Shares") provided
for therein and requests that the Warrant Shares be issued in the name of



________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
(Please Print Name, Address and SSN or EIN of Shareholder above)


Dated:______________


Name of Warrantholder or Assignee:______________________________________________
                                                  (Please Print)


Signature:______________________________________________________________________
                  (Signature must conform in all respects to name of
                  holder as specified on the face of the Warrant.)


Address:  ______________________________________________________________________


Aggregate Warrant Price Paid: $__________________


Method of payment:______________________________________________________________
                                         (Please Print)


____________________________________________________________
Medallion Signature Guarantee (required if an assignment of
Warrant Shares acquired on exercise is made upon exercise.)