EXHIBIT 10.2

                   CONSENT OF NOTEHOLDERS OF BIONUTRICS, INC.

       WHEREAS, INCON INTERNATIONAL,  INC. an Illinois corporation ("Purchaser")
has entered into a Purchase and Sale  Agreement  effective as of the 31st day of
October,  2005 by and  among  Asia  Pacific  Investment  Holdings,  Ltd.  ("Asia
Pacific"), INCON Technologies,  Inc.("INCON"),  Bionutrics, Inc., Bali Holdings,
L.L.C.,  INCON  Processing,  L.L.C.,  N.P. Shaikh  ("Shaikh") and John R. Palmer
("Palmer")  pursuant to which Asia Pacific and INCON  ("Sellers") have agreed to
sell to Purchaser all of their collective,  equally shared,  membership units in
INCON Processing, L.L.C. (the "Company");

       WHEREAS,  Sellers  each  own 50%  membership  units in the  Company  (the
"Membership Interests");

       WHEREAS,  Shaikh and Palmer each own 20% of the membership units in Bali,
(the "Bali  Interests")  and in  connection  with the  purchase  and sale of the
Company,  Shaikh and Palmer  have  agreed to convey  the Bali  Interests  to the
Sellers;

       WHEREAS,  Palmer has agreed in  connection  with  these  transactions  to
forgive  Bali from its  obligations  under that certain  Promissory  Note in the
amount of $900,000.00;

       WHEREAS,  Sellers have agreed to convey the  Membership  Interests in the
Company to  Purchaser,  and Shaikh  and  Palmer  have  agreed to convey the Bali
Interests equally to Sellers, and in connection therewith,  Sellers have entered
into a consulting  agreement for a period of 5 years commencing November 1, 2005
pursuant to which the Company shall pay the Consulting Fee provided for therein,
in a possible  total amount of $300,000.00  for each of the respective  Sellers,
subject to  acceleration  in the event of the  happening  of certain  events and
otherwise as described  therein and to transfer certain  tocotrienol  processing
technology to Sellers; and

       WHEREAS,  the transfer of Membership  Interests in the Company is subject
to approval of the Board of Directors of  Bionutrics,  Inc. and the Note Holders
of that  certain  Non-Revolving  Note by and  between  Bionutrics  and the  Note
Holders (as defined below);

       Now therefore, the Note Holders agree and consent to this transaction and
to the  waiver  of  their  respective  liens on the  assets  and  properties  of
Bionutrics as they relate to the Company, as set forth below;

       1.     Bionutrics,   Inc.   has   previously   entered   into  a  certain
Non-Revolving  Note  with  William  C.  McCormick,   William  Ritger,   Fredrick
Rentschler, Ropart Investments, HealthSTAR Communications,  HealthSTAR Holdings,
Ronald H. Lane, and Xiagen Ltd. (the "Note  Holders"),  as a result of which the
Note  Holders  are  entitled  to have their  respective  liens on the assets and
properties of Bionutrics  and the further right to approve

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and consent  to, or to  disapprove  and not to consent  to, the  transfer of the
Membership Interests in the Company.

       2.     The Note  Holders  have  reviewed a copy of the  Purchase and Sale
Agreement  and related  documents,  copies of which were provided to each of the
Note Holders and a copy of which is attached hereto as Exhibit A.

       3.     The Note Holders  hereby  approve the  transfer of the  Membership
Interests on the terms of and pursuant to the  Purchase and Sale  Agreement  and
consent to the transfer of the  membership  units of the Company as provided for
in the Purchase and Sale  Agreement  and to all of the other terms,  conditions,
and  consideration  set  forth  in  the  Purchase  and  Sale  Agreement,  and in
accordance  therewith,  the Note  Holders  hereby  formally  waive each of their
respective  liens on the assets and  properties  of Bionutrics as they relate to
the Company;  provided,  however,  that Bionutrics shall enter into that certain
Escrow  Agreement,  a copy of which is attached hereto as Exhibit B, pursuant to
which  Bionutrics  shall  agree  that any  proceeds  received  in respect of the
Purchase and Sale  Agreement  shall be substitute  collateral  for the interests
sold  thereunder  and  that any  cash  proceeds  thereof  shall  immediately  be
delivered to and held in escrow by Alley,  Maass,  Rogers & Lindsay,  P.A.,  340
Royal  Poinciana  Way,  Suite 321,  P.O.  Box 431,  Palm  Beach,  FL 33480,  for
distribution in accordance with the terms of the Non-Revolving Note.

       IN WITNESS  WHEREOF,  the  undersigned  Note Holders have  executed  this
approval and consent of the transfer of Membership Interests as required by that
certain Non-Revolving Note, as of the 8th day of November, 2005.

HealthSTAR Holdings, LLC                         HealthSTAR Communications

By: ___________________________                  By: ___________________________
Name: _________________________                  Name: _________________________
Title: ________________________                  Title: ________________________

Ropart Investments, LLC                          Xiagen, Ltd.

By: ___________________________                  By: ___________________________
Name: _________________________                  Name: _________________________
Title: ________________________                  Title: ________________________

_______________________________                  _______________________________
         William C. McCormick                             William Rittger

_______________________________                  _______________________________
         Ronald H. Lane                                   Fred Rentschler