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                                                                   Exhibit 10.29

                                 PROMISSORY NOTE



U.S. $500,000.00                                               December 22, 1999



                  FOR VALUE RECEIVED, BIONUTRICS, INC., a Nevada corporation
("Borrower"), hereby promises to pay to the order of MILTON OKIN ("Lender"), at
the office of Lender located at _______________________________________________,
the principal amount of $500,000.00, together with interest on the principal
balance outstanding hereunder, from (and including) the date of disbursement
until (but not including) the date of payment, at a per annum rate equal to the
Stated Interest Rate specified below or, to the extent applicable, the Default
Interest Rate specified below, in accordance with the following terms and
conditions:

         1. CONTRACTED FOR RATE OF INTEREST. The contracted for rate of interest
of the indebtedness evidenced hereby, without limitation, shall consist of the
following:

                  (a) The Stated Interest Rate (as hereinafter defined), as from
time to time in effect, calculated daily on the basis of actual days elapsed
over a 365-day year, applied to the principal balance from time to time
outstanding hereunder; and

                  (b) The Default Interest Rate (as hereinafter defined), as
from time to time in effect, calculated daily on the basis of actual days
elapsed over a 365-day year, applied to the principal balance from time to time
outstanding hereunder.

Borrower agrees to pay an effective contracted for rate of interest which is the
sum of the Stated Interest Rate referred to in Subsection 1(a) above, plus any
additional rate of interest resulting from the application of the Default
Interest Rate referred to in Subsection 1(b) above.

         2. STATED INTEREST RATE. Except as provided in Section 3 below, the
principal balance outstanding hereunder from time to time shall bear interest at
the Stated Interest Rate. The Stated Interest Rate shall be equal to 9.5% per
annum.

         3. DEFAULT INTEREST RATE. The Default Interest Rate shall be a per
annum rate equal to 15%. The principal balance outstanding hereunder from time
to time shall bear interest at the Default Interest Rate from the date of the
occurrence of an Event of Default (as hereinafter defined) hereunder until the
earlier of: (a) the date on which the principal balance outstanding hereunder,
together with all accrued interest and other amounts payable hereunder, are paid
in full; or (b) the date on which such Event of Default is timely cured in a
manner satisfactory to Lender.

         4. PAYMENTS. The principal balance outstanding hereunder, together with
all accrued and unpaid interest and other amounts payable hereunder, if not
sooner paid as provided herein, shall be due and payable one hundred twenty
(120) days from the date hereof.
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         5. PREPAYMENTS. Payments of principal hereof may be made at any time,
or from time to time, in whole or in part, without penalty. Borrower shall
provide Lender with written notice five (5) days prior to any such prepayment.
Within such five (5) day period, Lender shall have the right to exercise its
Conversion Rights (defined below) with respect to such prepayment amount or the
entire outstanding amounts due herein in accordance with Section 6 below.

         6. CONVERSION RIGHTS. Subject to Section 5 above, Lender shall have the
right at any time to convert (the "Conversion Rights") any and all outstanding
amounts hereunder into common stock of Borrower at the conversion rate of $2.00
per share. Lender shall exercise its Conversion Rights by delivering to Borrower
written notice (the "Conversion Notice") of its intention to exercise such
rights. Such conversion shall be effective five (5) days after receipt of the
Conversion Notice by Borrower. Any amounts due under this Note converted to
common stock of Borrower pursuant to the Conversion Rights shall be deemed paid
and satisfied.

         7. EVENTS OF DEFAULT; ACCELERATION. The occurrence of any one or more
of the following events shall constitute an "Event of Default" hereunder, and
upon such Event of Default, the entire principal balance outstanding hereunder,
together with all accrued interest and other amounts payable hereunder, at the
election of Lender, shall become immediately due and payable: (a) nonpayment of
principal, interest or other amounts when the same shall become due and payable
hereunder, and (b) the failure of Borrower to comply with any provision of this
Note.

         8. WAIVERS. Except as set forth in this Note, to the extent permitted
by applicable law, Borrower, and each person who is or may become liable
hereunder, severally waive and agree not to assert: (a) any exemption rights;
(b) demand, diligence, grace, presentment for payment, protest, notice of
nonpayment, nonperformance, extension, dishonor, maturity, protest and default;
and (c) recourse to guaranty or suretyship defenses (including, without
limitation, the right to require the Lender to bring an action on this Note).

         9. COSTS OF COLLECTION. If this Note shall be placed in the hands of an
attorney for collection, by suit or otherwise, then Borrower's obligations
hereunder shall include the payment of all collection costs and expenses
incurred by Lender in connection therewith, including, without limitation,
reasonable attorneys' fees and costs.

         10. GOVERNING LAW. This Note shall be construed in accordance with and
governed by the laws of the State of Arizona, without regard to the choice of
law rules of the State of Arizona.

         11. BINDING NATURE. The provisions of this Note shall be binding upon
Borrower and its successors and assigns, and shall inure to the benefit of
Lender and its successors and assigns.

         12. NOTICE. Any notice or other communication with respect to this Note
shall: (a) be in writing; (b) be effective on the day of hand-delivery thereof
to the party to whom directed, one day following the day of deposit thereof with
delivery charges prepaid, with a national overnight delivery service, or two
days following the day of deposit thereof with postage prepaid, with the United
States Postal Service, by regular first class, certified or registered mail; (c)
if directed to Lender, be addressed to Lender at the office of Lender set forth
above, or to such other address

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as Lender shall have specified to Borrower by like notice; and (d) if directed
to Borrower, be addressed to Borrower at the address for Borrower set forth
below Borrower's name, or to such other address as Borrower shall have specified
by like notice.

         13. SECTION HEADINGS. The section headings set forth in this Note are
for convenience only and shall not have substantive meaning hereunder or be
deemed part of this Note.

         14. CONSTRUCTION. This Note shall be construed as a whole, in
accordance with its fair meaning, and without regard to or taking into account
any presumption or other rule of law requiring construction against the party
preparing this Note.

         IN WITNESS WHEREOF, Borrower has executed this Note as of the date
first set forth above.

                                       "BORROWER"



                                       BIONUTRICS, INC., a Nevada corporation



                                       By:  /s/ Ronald H. Lane
                                          -------------------------------------
                                       Name:  Ronald H. Lane
                                            -----------------------------------
                                       Title:  President
                                             ----------------------------------


                                       ADDRESS OF BORROWER:

                                       2425 E. Camelback Road
                                       Suite #650
                                       Phoenix, Arizona 85016

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