<PAGE>   1
                                                                         EX 10.8

THE SHARES BEING SUBSCRIBED FOR HEREIN HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED, (THE "1933 ACT") OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE 1933 ACT.
THE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SHARES ARE REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL IS OBTAINED WHICH IS REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH OFFERS, SALES AND TRANSFERS MAY BE MADE PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


                            STOCK PURCHASE AGREEMENT


                   THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of
the _____ day of ___________________, 199___, by and between NutraGenics, Inc.,
a Nevada corporation (the "Company"), and ________________________, a(n)
______________________________ (the "Investor").

THE PARTIES HEREBY AGREE AS FOLLOWS:

         1. Purchase and Sale of Stock.

                   1.1 Sale and Issuance of Stock. On the basis of the
representations, warranties and agreements contained herein and subject to the
terms and conditions herein set forth, the Company agrees to issue and sell
__________________ shares of its Common Stock, $.001 par value, at $________ per
share (the "Shares"), and the Investor hereby subscribes for and agrees to
purchase the Shares upon acceptance of this Agreement by the Company.

                   1.2 Payment. Investor is delivering with this Agreement the
full amount of the purchase price of the Shares in the amount of
$________________ in U.S. funds by wire transfer as directed by the Company to
the Company's designated escrow account. Such funds deposited into the escrow
account on behalf of the Investor shall be held until the conditions for the
Closing of the offering have been met.

                  1.3 Closing. The closing of the transaction contemplated by
this Agreement (the "Closing") shall be deemed to have occurred when this
Agreement has been executed by both the Investor and the Company and payment
shall have been made as set forth in 1.2 above in consideration for the
Company's delivery into the escrow account of certificates representing the
Shares subscribed for. If at the Closing any of the conditions specified in
Section 5 hereof shall not have been fulfilled to the reasonable satisfaction of
Investor, then Investor shall, at its election, be relieved of all of its
obligations under this Agreement, without thereby waiving any other rights it
may have by reason of such failure or fulfillment. If at the Closing any of the
conditions specified in Section 4 hereof shall not have been fulfilled to the
reasonable satisfaction of the Company, the Company shall, at its election, be
relieved of
<PAGE>   2
all of its obligations under this Agreement, without thereby waiving any other
rights it may have by reason of such failure or unfulfillment.

         2. Representation and Warranties of the Company. The Company hereby
represents and warrants to the Investor as follows:

                   2.1 Organization, Good Standing and Qualification. The
Company is a corporation validly existing and in good standing under the laws of
the State of Nevada and has all requisite power and authority to own or lease
and operate its properties and assets and to carry on its business as now
conducted. The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its business, operations, prospects, condition
(financial or other), or properties.

                  2.2 Capitalization. The authorized capital of the Company
consists of:

                           (i) Common Stock. 45,000,000 shares of common stock
("Common Stock"), par value $.001, of which 11,028,361 shares are issued and
outstanding as of August 15, 1996.

                           (ii) Preferred Stock. 5,000,000 shares of preferred
stock ("Preferred Stock"), par value $.001, none of which is outstanding. The
Preferred Stock may be issued from time to time in one or more series and the
Board of Directors is authorized to fix the rights and terms relating to
dividends, conversion, voting, redemption, liquidation preferences and any other
rights, preferences, privileges and restrictions applicable to each such series.

                           (iii) Warrants, Options and Subscriptions. There are
no outstanding options, warrants or rights (including preemptive rights and
rights of first refusal) for the purchase or acquisition from the Company of any
shares of its capital stock except as set forth herein. There are currently
outstanding options to purchase 180,000 shares of Common Stock at $1.50 per
share granted to a director and currently outstanding warrants to purchase
300,000 shares of Common Stock at $2.50 and 300,000 shares of Common Stock at
$4.00 per share issued to another director, 400,000 of which are subject to
vesting at the rate of 50,000 shares per quarter beginning in August 1996. Notes
payable to a director in the aggregate amount of $600,000 are convertible in
accordance with their terms into shares of Common Stock at the election of
holder at $1.50 per share. An additional loan of an indeterminate amount made by
the same director to the Company solely for the purpose of engaging FDA counsel
may also be converted into shares of Common Stock at $1.50 per share at the
election of holder. Subscriptions are outstanding for the issuance of 546,875
shares of Common Stock to the principals of a joint venture partner for which
funds have been received but shares have not yet been issued. The consideration
paid for 175,000 shares was $2.00 per share and for the balance was $3.00 per
share. Subscriptions are outstanding for the issuance of 600,000 shares of
Common Stock to Spanswick Limited for which funds have been received but shares
have not yet been issued. The consideration paid was $5.00 per share.

                   2.3 Valid Issuance of Shares. All of the outstanding shares
of the Company's stock have been duly and validly authorized and issued, are
fully paid and nonassessable, and no further approval or authority of the
stockholders or the directors of the Company will be required by the Company for
the issuance of the Shares. The Shares when issued and paid for in accordance
with the terms of this Agreement will be duly and validly issued, fully paid and
nonassessable and will be free of

                                        2
<PAGE>   3
restrictions on transfer other than restrictions on transfer under applicable
state and federal securities laws.

                   2.4 Financial Statements. Except as otherwise stated in the
notes thereto, the financial statements delivered herewith dated October 31,
1995 (audited) and July 31, 1996 (unaudited) have been prepared in conformity
with United States generally accepted accounting principles applied, except as
stated therein, on a consistent basis except that unaudited financial statements
may not contain all footnotes required by generally accepted accounting
principles. The financial statements fairly present the financial position and
result of operations and changes in financial position of the Company as of the
dates and for the periods indicated (subject, in the case of the unaudited
financial statements, to changes resulting from normal year-end audit
adjustment).

          Except as reflected in such financial statements and the notes
thereto, the Company has no liabilities, absolute or contingent, material to the
operations, business, prospects, assets, properties or condition (financial or
other) of the Company, other than (i) ordinary course liabilities incurred since
the last date of such financial statements in connection with the conduct of the
business of the Company, (ii) obligations under contracts and commitments
incurred in the ordinary course of business and not required under United States
generally accepted accounting principles to be reflected in the financial
statements, which, in both cases, individually or in the aggregate, are not
material to the financial condition or operating results of the Company, and
(iii) obligations and commitments pursuant to that certain joint venture entered
into in August 1996 by and between Incon Technologies L.L.C. and the Company's
wholly owned subsidiary.

                   2.5 No Conflict with Other Instruments. Neither the sale of
the Shares nor the consummation of the transactions herein contemplated, will:
(i) conflict with or constitute a breach of, permit the termination of,
constitute a default under, or violation of (A) the Articles of Incorporation,
as amended, or bylaws of the Company, (B) any material agreement, indenture,
mortgage, deed of trust or other material instrument or agreement or undertaking
by which the Company is bound or to which any of its properties is subject, or,
(C) to the knowledge of the Company, a violation of any law, administrative
regulation, or court decree to which the properties or assets of the Company is
subject; or (ii) result in the creation or imposition of any material lien,
charge or encumbrance upon the property or assets of the Company.

                   2.6 Authorization. The Company has the corporate power and
authority to enter into this Agreement and to perform all of its obligations
hereunder. The execution, delivery and performance of this Agreement by the
Company have been duly authorized by all necessary corporate actions, and this
Agreement constitutes a legal, valid, binding and enforceable obligation of the
Company. No consent, approval, authorization or order of any court or
governmental agency or board or any other third party, or registration,
qualification, designation or filing with any Federal, state or local authority
is required to consummate the transactions contemplated by this Agreement.

         3. Representations and Warranties of Investor. By executing this
Agreement, Investor hereby represents and warrants to and covenants with the
Company as follows:

                   3.1 Authorization. Investor has the power and authority to
enter into this Agreement and to perform all of its obligations hereunder and
this Agreement constitutes a valid, binding and enforceable obligation of
Investor.

                                        3
<PAGE>   4
                   3.2 Legal Investment and Compliance with Laws. The purchase
of the Shares by Investor is legally permitted by all laws and regulations to
which Investor is subject and all consents, approvals, authorizations of or
designations, declarations, or filings in connection with the valid execution
and delivery of this Agreement by Investor or the purchase of the Shares by
Investor has been obtained, or will be obtained. Investor hereby represents that
it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with any invitation to subscribe for the Shares or
any use of this Agreement, including (i) any foreign exchange restrictions
applicable to such purchase, and (ii) the income tax and other tax consequences,
if any, which may be relevant to the purchase, holding, redemption, sale, or
transfer of the Shares. Such Investor's subscription and payment for, and its
continued beneficial ownership of the Shares, will not violate any applicable
securities or other laws of its jurisdiction.

                   3.3 Access to Information. Investor acknowledges that it has
received the Company's Business Plan and materials accompanying such document
(the "Offering Documents"), and is familiar with and understands the operations
of the Company.

                           (a) Investor understands and acknowledges that the
Offering Documents provided in connection with this investment have been
prepared by the Company. Accordingly, Investor understands and acknowledges that
no independent investment banking firm or legal counsel have passed upon or
assumed any responsibility for the accuracy, completeness or fairness of the
information contained in the Offering Documents.

                           (b) Investor understands and acknowledges that any
financial projections provided in connection with this investment and have not
been prepared by independent accountants and are based on numerous assumptions
regarding sales, revenues and expenses and other factors which may not be
realized in the future.

                           (c) Investor acknowledges that it has been encouraged
to rely upon the advice of its legal counsel and accountants or other financial
advisers with respect to the financial, tax and other considerations relating to
the purchase of the Shares and has been offered, during the course of
discussions concerning the purchase of the Shares, the opportunity to ask such
questions and inspect such documents concerning the Company and its business and
affairs as Investor has requested so as to understand more fully the nature of
the investment and to verify the accuracy of the information supplied.

                           (d) Investor represents and warrants that, in
determining to purchase the Shares, it has relied solely upon the documents
provided and the advice of its advisors with respect to the tax, foreign and
U.S., and other consequences involved in purchasing the Shares.

                   3.4 Acquisition for Investment and Unregistered Nature of the
Shares. Investor represents and warrants that the Shares being acquired are
being acquired for its own account and not on behalf of or for the benefit of
any U.S. Person (as defined below) and the sale and resale of the Shares has not
been prearranged with any U.S. Person or buyer in the United States. Investor
represents and warrants that, as of the date of this Agreement, Investor has no
present plan or intention to sell the Shares in the U.S. at any predetermined
time. Investor represents, warrants and covenants that neither Investor nor its
affiliates nor any person acting on its or their behalf has entered into, has
the intention of entering, or will enter into any option, equity swap or other
similar derivative instrument in the U.S. with respect to the Common Stock of
the Company at any time after ___________________________ until the end

                                        4
<PAGE>   5
of a period of one year from the date of this Agreement. Nothing herein shall
prevent Investor from selling the Shares acquired hereunder in accordance with
U.S. securities laws.

                           (a) Investor represents and warrants that it (i) is
experienced in evaluating and investing in securities of companies in the
developmental stage and acknowledges that it can fend for itself, (ii) can bear
the economic risk of the purchase of the Shares including the total loss of its
investment, and (iii) has such knowledge and experience in business and
financial matters as to be capable of evaluating the merits and risks of an
investment in the Shares.

                           (b) Investor understands that the Shares have not
been registered under the 1933 Act, or the securities laws of any state and are
subject to substantial restrictions on resale or transfer.

                           (c) Investor agrees that it will not sell or
otherwise transfer or dispose of the Shares or any portion thereof unless such
Shares are registered under the 1933 Act and any applicable state securities
laws, or except pursuant to the provisions of Regulation S, or unless Investor
obtains an opinion of counsel which is reasonably satisfactory to the Company
that such Shares may be sold in reliance on an exemption from such registration
requirements.

                           (d) Investor understands that (i) the Company has no
obligation to register any Shares for resale or transfer under the 1933 Act or
any state securities laws and has made no representation that it will file the
necessary reports or publish the necessary information as required by Rule 144
under the 1933 Act that would make available an exemption from the registration
requirements of any such laws for the resale or transfer of the Shares; (ii) the
Company may place a legend on any certificates representing the Shares
indicating that the Shares may not be transferred except in accordance with
Regulation S or another exemption from the 1933 Act; (iii) the Company will not
register a transfer not made in accordance with Regulation S or another
exemption from the 1933 Act; and (iv) Investor therefore may be precluded from
selling or otherwise transferring or disposing of any of the Shares or any
portion thereof for an indefinite period of time or at any particular time.

                           (e) Investor represents, warrants and certifies that
it is not a United States Person (as defined below) and that it is not
purchasing the Shares for the account or benefit of a United States Person. A
"United States Person" means any natural person resident in the United States;
any partnership or corporation organized or incorporated under the laws of the
United States, its territories or possessions or any state or the District of
Columbia; any estate of which any executor or administrator is a U.S. person;
any trust of which any trustee is a U.S. person; any agency or branch of a
foreign entity located in the United States; any non-discretionary account or
similar account (other than an estate or trust) held by a dealer or other
fiduciary for the account of a U.S. person; any discretionary account or similar
account (other than an estate or trust) held by a dealer or other fiduciary
organized, incorporated, or (if an individual) resident in the United States;
and a partnership or corporation if (i) organized or incorporated under the laws
of any foreign jurisdiction, and (ii) formed by a U.S. Person principally for
the purpose of investing in securities not registered under the 1933 Act, unless
it is organized or incorporated, and owned, by accredited investors (as defined
in Rule 501(a) under the 1933 Act) who are not natural persons, estates or
trusts.

                           (f) Investor represents, warrants and certifies that
the Shares were not offered to Investor in the United States, and at the time of
execution of this Agreement and at the time of any offer to Investor to purchase
the Shares hereunder, Investor was physically outside the United States.

                                       5
<PAGE>   6
                   3.5 Further Representations and Understandings.

                           (a) Investor understands that no federal or state
agency including the Securi- ties and Exchange Commission, the Arizona
Corporation Commission or the securities commission or authorities of any other
state has approved or disapproved the Shares, passed upon or endorsed the merits
of the offering or the accuracy or adequacy of the documents, or made any
finding or determination as to the fairness of the Shares for public investment
and any representation to the contrary is a criminal offense.

                           (b) Investor understands that the Shares are being
offered and sold in reli- ance on specific exemptions or exclusions from the
registration requirements of federal and state laws and that the Company is
relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings set forth herein in order to
determine the suitability of Investor to acquire the Shares.

                           (c) Investor represents and warrants that the
information set forth herein concerning Investor is true and correct.

                   3.6 Resales Offshore by Investor. Investor acknowledges,
covenants and agrees that the Shares may and will be resold offshore only in
compliance with Regulation S. In connection with any resale of the Shares
pursuant to Regulation S, Investor will deliver to the Company and will cause
the purchaser to deliver to the Company the attached Exhibit A Certificate of
Compliance. The certificates delivered to the purchaser will bear the legend set
forth in Section 6 hereof.

         4. Conditions to Obligations of the Company. The obligations of the
Company under this Agreement are subject to satisfaction of the following
conditions at or prior to the Closing, any of which may be waived by the
Company:

                   4.1 Representations and Warranties Correct. All of the
representations and warranties of Investor contained in this Agreement shall be
true and correct in all material respects as of the Closing with the same effect
as if made on the date of Closing.

                   4.2 Performance of Covenants and Agreements. All of the
covenants and agreements of Investor contained in this Agreement and required to
be performed on or before the date of Closing shall have been performed in all
material respects to the reasonable satisfaction of the Company.

                  4.3 Legal Action.

                           (a) There shall not have been instituted any material
legal proceeding seeking to prohibit the consummation of the transactions
contemplated by this Agreement.

                           (b) None of the parties hereto shall be prohibited in
any order, writ, injunction or decree of any governmental body of competent
jurisdiction from consummating the transactions contemplated by this Agreement,
and no material action or proceeding shall then be pending which questions the
validity of this Agreement, any of the transactions contemplated hereby or any
action which has been taken by any of the parties in connection herewith or in
connection with any of the transactions contemplated hereby.

                                       6
<PAGE>   7
         5. Conditions to Obligations of Investor. The obligations of Investor
under this Agreement are subject to satisfaction of the following conditions at
or prior to the Closing, any of which may be waived by Investor.

                   5.1 Representations and Warranties Correct. All of the
representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects as of the Closing with the same
effect as if made on the date of Closing.

                  5.2 Legal Action.

                           (a) There shall not have been instituted or
threatened any legal proceedings seeking to prohibit the consummation of the
transactions contemplated by this or any like Agreement, or to obtain damages
from Investor or any other Investor with respect thereto.

                           (b) None of the parties hereto or to other like
agreements in connection with this offering shall be prohibited by any order,
writ, injunction or decree of any governmental body of competent jurisdiction
from consummating the transactions contemplated by this or any like Agreement,
and no action or proceeding shall then be pending which questions the validity
of this or any like Agreement, any of the transactions contemplated hereby or
any action which has been taken by any of the parties in connection herewith or
in connection with any of the transactions contemplated hereby.

         6. Legends. The certificates evidencing any of the Shares shall be
endorsed with the legend set forth below, and Investor covenants that Investor
shall not transfer the shares represented by any such certificate without
complying with the restrictions on transfer described in the legend endorsed on
such certificate:

         THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED
         STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT
         OF 1933, AS AMENDED, (THE "1933 ACT") OR THE SECURITIES COMMISSION OF
         ANY STATE UNDER ANY STATE SECURITIES LAW. THEY WERE OFFERED PURSUANT TO
         A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S")
         PROMULGATED UNDER THE 1933 ACT. THE SHARES MAY NOT BE OFFERED, SOLD OR
         OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH
         TERM IS DEFINED IN REGULATION S) UNLESS THE SHARES ARE REGISTERED UNDER
         THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF
         COUNSEL IS OBTAINED WHICH IS REASONABLY SATISFACTORY TO THE COMPANY
         THAT SUCH OFFERS, SALES AND TRANSFERS MAY BE MADE PURSUANT TO AN
         AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

         7. Miscellaneous.

                   7.1 Notices. All notices or other communications given or
made hereunder shall be in writing and shall be deemed delivered personally to
the party being given notice or by facsimile, overnight courier service or by
registered or certified mail, return receipt requested, postage prepaid if to
Investor at its address set forth herein or if to the Company at the address set
forth herein or at such other address as may have been furnished by the Company
to Investor.

                                       7
<PAGE>   8
                   7.2 Construction. Notwithstanding the place where this
Agreement may be executed by any of the parties hereto, the parties expressly
agree that all terms and provisions hereof shall be construed in accordance with
and governed by the laws of the State of Arizona without giving effect to
principles of conflicts of law.

                   7.3 Entire Agreement; Amendments and Waiver. This Agreement
and Exhibit A hereto set forth the entire understanding of the parties with
respect to the transactions contemplated hereby, and neither party shall be
bound by nor deemed to have made any representations and/or warranties except
those contained herein or incorporated herein by reference. The provisions of
this Agreement, including Exhibit A hereto, may be amended and the Company may
take any action herein prohibited, or omit to perform any act herein required to
be performed by it, only if the Company has obtained the written consent of
Investor.

                   7.4 Successors and Assigns. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective heirs, estate, successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

                   7.5 Headings. The terms used in this Agreement shall be
deemed to include the masculine and the feminine in the singular and the plural
as the context requires. The headings in this Agreement are for reference
purposes only and shall not be deemed to have any substantive effect.

                   7.6 Survival of Representations and Warranties. All
representations and warranties contained herein will survive the execution and
delivery of this Agreement and delivery of and payment for the Shares regardless
of any investigation made by or on behalf of the parties.

                   7.7 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                   7.8 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.

                                        8
<PAGE>   9
                   IN WITNESS WHEREOF, the parties hereby have executed this
Agreement as of the date indicated above.


INVESTOR


----------------------------------          -----------------------------------
Exact Name in which Shares                  PRINT Name of Individual with 
are to be registered                        authority to Purchase the Shares on
                                            behalf of Investor and state 
                                            capacity in which signing

                                            -----------------------------------
                                            SIGNATURE of Individual with 
                                            Authority to Purchase


                                            OFFSHORE DELIVERY INSTRUCTIONS

NUTRAGENICS, INC.                           Type or print address where 
                                            certificates are to be delivered


By:  
   -------------------------------          -----------------------------------
                                            Street
Its:
    ------------------------------          -----------------------------------
                                            City, State or Province, Country

                                            -----------------------------------
                                            Telephone Number

                                            -----------------------------------
                                            Facsimile Number

                                        9
<PAGE>   10
                                    EXHIBIT A


                            CERTIFICATE OF COMPLIANCE


                  In order to effect the transfer of the Shares of Common Stock
acquired pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement")
entered into between the undersigned seller ("Seller") and NutraGenics, Inc.
(the "Company") without registration under the Securities Act of 1933, as
amended (the "Act"), the undersigned Seller and the undersigned purchaser
("Purchaser") represent, warrant and acknowledge to the Company,

                  As to Seller that:

                           A.       The undersigned (i) acknowledges that the
                                    sale of Shares to which this Certificate
                                    relates is being made in reliance on Rule
                                    903 and/or 904 of Regulation S under the Act
                                    and (ii) certifies that (A) the offer of
                                    such Shares was not made to a person in the
                                    United States and either (1) at the time the
                                    buy order was originated, the buyer was
                                    outside the United States, or the Seller and
                                    any person acting on its behalf reasonably
                                    believe that the buyer was outside the
                                    United States, or (2) if pursuant to Rule
                                    904, the transaction was executed on or
                                    through the facilities of a designated
                                    offshore securities market, and neither the
                                    Seller nor any persons acting on its behalf
                                    knows or believes that the transaction has
                                    been pre-arranged with a buyer in the United
                                    States, (B) neither the Seller nor any
                                    affiliate of the Seller nor any person
                                    acting on its or their behalf has engaged or
                                    will engage in any directed selling efforts
                                    in the United States in connection with the
                                    offer and sale of such Shares, and (C) the
                                    offer or sale, if made prior to the
                                    expiration of one year from the date of the
                                    Stock Purchase Agreement was not made to a
                                    U.S. Person or for the account or benefit of
                                    a U.S. Person. Terms used herein have the
                                    meanings given to them by Regulation S.

                           B.       The representations and warranties made by
                                    Seller in the Stock Purchase Agreement
                                    remain true and correct as of the date
                                    hereof.


                                            -----------------------------------
                                                 Print Name of Seller

Dated:                                      By:
      -----------------------                  --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------
<PAGE>   11
                  As to Purchaser, that:

                           A.       Purchaser acknowledges and agrees that the
                                    Shares have not been registered under the
                                    Act and may be resold only (a) pursuant to
                                    an effective Registration Statement under
                                    the Act and any applicable state securities
                                    laws ("State Acts"), (b) pursuant to an
                                    exemption from registration under the Act
                                    and any applicable State Acts, or (c) in
                                    accordance with Rule 903 and/or 904 of
                                    Regulation S under the Act.

                           B.       If any offer or sale of the Shares hereunder
                                    occurred prior to the expiration of the one
                                    year period referred to in paragraph C
                                    below, Purchaser further represents and
                                    warrants that (i) Purchaser is not a U.S.
                                    Person (as defined in Regulation S) and is
                                    not acquiring the Shares for the account or
                                    benefit of any U.S. Person, (ii) at all
                                    times that the offer to buy or sell the
                                    Shares as contemplated hereby were made and
                                    the buy order was originated the Purchaser
                                    was outside of the United States, and (iii)
                                    Purchaser has no present plan or intention
                                    to sell the Shares in the United States or
                                    to a U.S. Person and will not make any
                                    offers or sales of the Shares to a U.S.
                                    Person or in the United States.

                           C.       Neither Purchaser nor its affiliates nor any
                                    person acting on its or their behalf entered
                                    into, prior to or during the one year period
                                    from the date of the Stock Purchase
                                    Agreement any option, equity swap or other
                                    similar derivative instrument or position
                                    with respect to the Shares.

                           D.       Purchaser acknowledges that the certificate
                                    evidencing the Shares will bear a legend to
                                    the effect that transfer is prohibited
                                    except in compliance with Regulation S,
                                    pursuant to a registration under the Act or
                                    State Acts or pursuant to an exemption
                                    therefrom as set forth in paragraph A above
                                    and acknowledges that the Company will
                                    refuse to register the transfer of Shares
                                    not made in accordance with the provisions
                                    of Regulation S.


                                            -----------------------------------
                                                 Print Name of Purchaser

Dated:                                      By:
      -----------------------                  --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------
<PAGE>   12
THE SHARES BEING SUBSCRIBED FOR HEREIN HAVE NOT BEEN REGISTERED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED, (THE "1933 ACT") OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FROM
REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED UNDER THE 1933 ACT.
THE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SHARES ARE REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN OPINION OF COUNSEL IS OBTAINED SATISFACTORY TO THE COMPANY THAT SUCH OFFERS,
SALES AND TRANSFERS MAY BE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THOSE LAWS.

                            SUBSCRIPTION APPLICATION

1.   Subscription


1.1  On the basis of the representations, warranties and agreements contained
     herein and subject to the terms and conditions herein set forth,
     NutraGenics, Inc. (the "Company"), agrees to issue and sell shares of its
     Common Stock, $.001 par value, at $________ per share (the "Shares"), and
     the undersigned Investor hereby subscribes for and agrees to purchase the
     Shares in the amount set forth on the signature page upon acceptance of
     this Subscription Application (the "Agreement") by the Company.

1.2  The undersigned is delivering with this Agreement the full amount of the
     purchase price of the Shares in U.S. funds by wire transfer as directed by
     the Company to the Company's designated escrow account. Such funds
     deposited into the escrow account on behalf of the Investor shall be held
     until the conditions for the Closing of the offering have been met as set
     forth in the Placement Agent Agreement.

2.   Representations and Warranties of Investor. By executing this Agreement,
     Investor hereby represents and warrants to and covenants with the Company
     as follows:

2.1  Investor has the power and authority to enter into this Agreement and to
     perform all of its obligations hereunder and this Agreement constitutes a
     valid, binding and enforceable obligation of Investor except as the
     enforceability of the Agreement may be subject to or limited by bankruptcy,
     insolvency, reorganization, arrangement, moratorium other similar laws
     relating to or affecting the rights of creditors generally.

2.2  The purchase of the Shares by Investor is legally permitted by all laws and
     regulations to which Investor is subject and all consents, approvals,
     authorizations of or designations, declarations, or filings in connection
     with the valid execution and delivery of this Agreement by Investor or the
     purchase of the Shares by Investor has been obtained, or will be obtained.
     Investor hereby represents that it has satisfied itself as to the full
     observance of the laws of its jurisdiction in connection with any
     invitation to subscribe for the Shares or any use of this Agreement,
     including (i) any foreign exchange restrictions applicable to such
     purchase, and (ii) the income tax and other tax consequences, if any, which
     may be relevant to the purchase, holding, redemption, sale, or transfer of
     the Shares. Such Investor's subscription and payment for, and its continued
     beneficial ownership of the Shares, will not violate any applicable
     securities or other laws of its jurisdiction.
<PAGE>   13
2.3  Investor acknowledges that it has received the Company's Business Plan and
     materials accompanying such document (the "Offering Documents"), and is
     familiar with and understands the operations of the Company. Investor
     understands and acknowledges that the Offering Documents provided in
     connection with this investment have been prepared by the Company.
     Accordingly, Investor understands and acknowledges that no independent
     investment banking firm or legal counsel have passed upon or assumed any
     responsibility for the accuracy, completeness or fairness of the
     information contained in the Offering Documents.

     Investor understands and acknowledges that any financial projections
     provided in connection with this investment have not been prepared by
     independent accountants and are based on numerous assumptions regarding
     sales, revenues and expenses and other factors which may not be realized in
     the future. Investor acknowledges that it has been encouraged to rely upon
     the advice of its legal counsel and accountants or other financial advisers
     with respect to the financial, tax and other considerations relating to the
     purchase of the Shares and has been offered, during the course of
     discussions concerning the purchase of the Shares, the opportunity to ask
     such questions and inspect such documents concerning the Company and its
     business and affairs as Investor has requested so as to understand more
     fully the nature of the investment and to verify the accuracy of the
     information supplied. Investor represents and warrants that, in determining
     to purchase the Shares, it has relied solely upon the documents provided
     and the advice of its advisors with respect to the tax, foreign and U.S.,
     and other consequences involved in purchasing the Shares.

2.4  Investor represents and warrants that the Shares being acquired are being
     acquired for its own account and not on behalf of or for the account or
     benefit of any U.S. Person (as defined below) and the sale and resale of
     the Shares has not been prearranged with any U.S. Person or buyer in the
     United States. A "United States Person" means any natural person resident
     in the United States; any partnership or corporation organized or
     incorporated under the laws of the United States, its territories or
     possessions or any state or the District of Columbia; any estate of which
     any executor or administrator is a U.S. person; any trust of which any
     trustee is a U.S. person; any agency or branch of a foreign entity located
     in the United States; any non-discretionary account or similar account
     (other than an estate or trust) held by a dealer or other fiduciary for the
     account of a U.S. person; any discretionary account or similar account
     (other than an estate or trust) held by a dealer or other fiduciary
     organized, incorporated, or (if an individual) resident in the United
     States; and a partnership or corporation if (i) organized or incorporated
     under the laws of any foreign jurisdiction, and (ii) formed by a U.S.
     Person principally for the purpose of investing in securities not
     registered under the 1933 Act, unless it is organized or incorporated, and
     owned, by accredited investors (as defined in Rule 501(a) under the 1933
     Act) who are not natural persons, estates or trusts. Investor represents
     and warrants that, as of the date of this Agreement, Investor has no
     present plan or intention to sell the Shares in the U.S. at any
     predetermined time. Investor represents, warrants and covenants that
     neither Investor nor its affiliates nor any person acting on its or their
     behalf has entered into, has the intention of entering, or will enter into
     any option, equity swap or other similar derivative instrument in the U.S.
     with respect to the Common Stock of the Company at any time after August
     26, 1996 until the end of a period of one year from the date of this
     Agreement. Nothing herein shall prevent Investor from selling the Shares
     acquired hereunder in accordance with U.S. securities laws.
<PAGE>   14
2.5  Investor represents and warrants that it (i) is experienced in evaluating
     and investing in securities of companies in the developmental stage and
     acknowledges that it can fend for itself, (ii) can bear the economic risk
     of the purchase of the Shares including the total loss of its investment,
     and (iii) has such knowledge and experience in business and financial
     matters as to be capable of evaluating the merits and risks of an
     investment in the Shares.

2.6  Investor understands that the Shares have not been registered under the
     1933 Act, or the securities laws of any state. Investor agrees that it will
     not sell or otherwise transfer or dispose of the Shares or any portion
     thereof unless such Shares are registered under the 1933 Act and any
     applicable state securities laws, or except pursuant to the provisions of
     Regulation S, or unless Investor obtains an opinion of counsel which is
     satisfactory to the Company that such Shares may be sold in reliance on an
     exemption from such registration requirements. Investor understands that
     the Company may place a legend on any certificates representing the Shares
     indicating that the Shares may not be transferred except in accordance with
     Regulation S and that the Company will not register a transfer not made in
     accordance with Regulation S.

2.7  Investor represents, warrants and certifies that the Shares were not
     offered to Investor in the United States, and at the time of execution of
     this Agreement and at the time of any offer to Investor to purchase the
     Shares hereunder, Investor was physically outside the United States.

2.8  Investor understands that no federal or state agency including the
     Securities and Exchange Commission, the Arizona Corporation Commission or
     the securities commission or authorities of any other state has approved or
     disapproved the Shares, passed upon or endorsed the merits of the offering
     or the accuracy or adequacy of the documents, or made any finding or
     determination as to the fairness of the Shares for public investment and
     any representation to the contrary is a criminal offense.

2.9  Investor understands that the Shares are being offered and sold in reliance
     on specific exemptions or exclusions from the registration requirements of
     federal and state securities laws and that the Company is relying upon the
     truth and accuracy of the representations, warranties, agreements,
     acknowledgments and understandings set forth herein. The representations
     and warranties contained herein will survive the delivery of the Shares.

3.   Resales Offshore by Investor. Investor acknowledges, covenants and agrees
     that the Shares may and will be resold offshore only in compliance with
     Regulation S. The certificates delivered to the purchaser will bear the
     legend set forth in Section 4 hereof.

4.   Legends. The certificates evidencing any of the Shares shall be endorsed
     with the legend in substantially the same form as appearing on the first
     page of this Agreement, and Investor covenants that Investor shall not
     transfer the shares represented by any such certificate without complying
     with the restrictions on transfer described in the legend endorsed on such
     certificate.
<PAGE>   15
5.   Miscellaneous.

5.1  All notices or other communications given or made hereunder shall be in
     writing and shall be deemed delivered personally to the party being given
     notice or by facsimile, overnight courier service or by registered or
     certified mail, return receipt requested, postage prepaid if to Investor at
     its address set forth herein or if to the Company at its principal business
     office.

5.2  The parties expressly agree that all terms and provisions hereof shall be
     construed in accordance with and governed by the laws of the State of
     Arizona.

     THE UNDERSIGNED IS SUBSCRIBING FOR _____________ SHARES

     IN THE AMOUNT OF $___________

     IN WITNESS WHEREOF, intending to irrevocably bind the undersigned Investor
     and the undersigned's heirs, successors and assigns and to be bound by this
     Agreement, the undersigned is executing this Subscription Application as of
     the date indicated.


     Dated: ____________________, 199____


     _______________________________________________
     Exact Name in which Shares are to be registered

     _______________________________________________
     PRINT Name of individual with authority to 
     purchase the Shares on behalf of Investor 
     and state capacity in which signing


     _______________________________________________
     SIGNATURE of Individual with Authority to Purchase


     OFFSHORE DELIVERY INSTRUCTIONS

     _______________________________________________
     Type or print address where certificates are 
     to be delivered

     _______________________________________________
     Street

     _______________________________________________
     City, State or Province, Country

     _______________________________________________
     Telephone Number

     _______________________________________________
     Facsimile Number


     Accepted:

     NUTRAGENICS, INC.

     By: ___________________________________________
     Its: __________________________________________