EXHIBIT 10.1

                           PURCHASE AND SALE AGREEMENT

       THIS PURCHASE AND SALE AGREEMENT  ("Agreement")  is made and entered into
effective the 31st day of October,  2005,  (the  "Effective  Date") by and among
ASIA PACIFIC INVESTMENT HOLDINGS,  LTD., a British Virgin Islands company ("Asia
Pacific"), INCON TECHNOLOGIES,  INC., a Delaware corporation ("InCon"), a wholly
owned subsidiary of BIONUTRICS, INC., a Nevada corporation ("Bionutrics"),  BALI
HOLDINGS, LLC, a Delaware limited liability company ("Bali"),  INCON PROCESSING,
L.L.C., a Delaware limited liability company  ("Company"),  INCON INTERNATIONAL,
INC. an Illinois corporation ("Purchaser"),  N. P. SHAIKH ("Shaikh") and JOHN R.
PALMER ("Palmer"). InCon and Asia Pacific are collectively referred to herein as
"Sellers".  Purchaser  and  Sellers are herein  collectively  referred to as the
"Parties" and individually as a "Party".

                                    RECITALS

       A.     Sellers each own fifty  percent (50%) of the  membership  units in
the Company (the "Membership Interests").

       B.     Sellers  are  parties to the Members  Agreement  for the  Company,
InCon  Technologies,  Inc., and AC Humko Corp.  ("AC Humko") dated June 25, 1999
and the Master Formation  Agreement for the Company by and among AC Humko Corp.,
InCon,  Bionutrics,  and certain  other parties dated May 1999, as may have been
amended from time to time ("Master  Agreement").  AC Humko's Membership Interest
was previously  purchased by Asia Pacific and InCon is a wholly owned subsidiary
of Bionutrics.

       C.     Shaikh and  Palmer  each own  membership  units in Bali (the "Bali
Interest") and are both employees of the Company.

       D.     Subject  to the terms and  conditions  set forth  herein,  Sellers
desire to sell and Purchaser desires to purchase the Membership Interests.

                                    AGREEMENT

       In consideration of the promises and of the mutual agreements, provisions
and covenants herein contained,  and the mutual benefits to be derived therefrom
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the Parties do hereby covenant and agree as follows:

                                   ARTICLE I.
                    PURCHASE AND SALE OF MEMBERSHIP INTERESTS

       1.1.   PURCHASE OF  MEMBERSHIP  INTERESTS.  Based upon and subject to the
terms, agreements, warranties, representations and conditions of this Agreement,
Sellers hereby agree to sell,  convey,  transfer,  and assign to Purchaser,  and
Purchaser agrees to purchase, accept the conveyance,  transfer and assignment of
the  Membership  Interests,  free  and  clear of all  liabilities,

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obligations,  security interests,  liens and encumbrances in accordance with the
terms of this Agreement.

       1.2.   PURCHASE OF BALI INTEREST. Shaikh and Palmer,  respectively,  each
hereby  agrees that he will  convey,  transfer  and assign to Sellers all of the
Bali  Interest,  free  and  clear  of any  and all  claims,  causes  of  action,
liabilities,  obligations,  interests, liens and encumbrances, and the Purchaser
undertakes  to ensure that this  transaction  is  accomplished  as provided  for
herein.

                                  ARTICLE II.
                              CONSULTING AGREEMENT

       2.1.   CONSULTING AGREEMENT. Sellers agree to provide Consulting Services
(as defined below) to the Company for a term of three (3) years from the date of
this  Agreement..  "Consulting  Services"  shall mean and include  ongoing sales
work,  identifying  customers  who could  utilize  the  Company's  products  and
services,  and  assisting  in  securing  a  "facility  contract"  (as more fully
described  in Section  3.3(b)  below).  In the event that the Sellers  procure a
facility  contract,  then payment of the Consulting Fee shall be accelerated (as
described in Section 2.3 below).

       2.2.   CONSULTING  FEE.  As  consideration  for the  Consulting  Services
agreed to be  rendered by Sellers to the Company  pursuant  hereto,  the Company
shall pay a  consulting  fee to each of the Sellers as described in this Section
2.2. The Company shall pay each of the Sellers annually commencing with the year
ending  August 31,  2006,  the lesser  of: (a) the sum of One  Hundred  Thousand
Dollars ($100,000.00);  or (b) twenty-five percent (25%) of the Company's annual
EBITDA over the next five (5) years from the Effective Date ("Consulting  Fee");
provided  however,  that the total amount of all payments to each of the Sellers
not exceed Three  Hundred  Thousand  Dollars  ($300,000.00),  which total amount
shall be referred to herein as the Consulting Cap  ("Consulting  Cap").  Each of
the  Sellers  shall not be  entitled  to any other  payment  for the  Consulting
Services.  For purposes of clarity,  the total of all Consulting Fee payments to
each of the Sellers shall not exceed the Consulting  Cap, and the maximum amount
that is to be  paid  to each of the  Sellers  shall  not  exceed  Three  Hundred
Thousand  Dollars  ($300,000.00),  a total to  Sellers of Six  Hundred  Thousand
Dollars  ($600,000.00).  The  Company  shall  provide  an  internally  generated
financial  statement for each year end commencing August 31, 2006. Payment shall
be due and payable on or before September 30 of each year.

       2.3.   ACCELERATION OF PAYMENT. In the event that a Facility Contract (as
defined in Section  3.3(b) below) is awarded to the Company prior to the payment
to the Sellers of the  Consulting  Cap then the payments  required under Section
2.2 above shall be accelerated.  The Company shall pay to each Seller the lesser
of (i) twenty five percent  (25%) of the net profits  collected  from the client
pursuant to the Facility Contract; or (ii) the balance of the Consulting Cap.

       2.4.   AUDIT.  Upon advanced prior written notice,  Seller shall have the
right to audit the financial  records of the Company  within ninety (90) days of
being  provided an annual  statement  reflecting  the profit and/or loss for the
preceding  year  which  was  used  for the  calculation  of the  payment  of the
Consulting  Fee.  The audit shall take place at the offices of the Company or in
the

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Sellers'  sole  discretion,  at the  offices  of the  Company's  outside  public
accountant, in either case, during reasonable business hours.

                                  ARTICLE III.
                                     CLOSING

       3.1.   LOCATION AND TIME.  The closing of the  transactions  contemplated
hereby  ("Closing") shall take place on the ____ day of November,  2005, or such
later date as is mutually agreed to by the Parties in writing  ("Closing  Date")
at 10:00 a.m. The Closing shall be at the offices of  Purchaser's  counsel or at
such other place as the Parties hereto shall agree in writing.  The Parties need
not be present at the  Closing  location.  The Closing  may be  continued  for a
period  of up to  thirty  (30)  days  to  allow  the  Company  to  complete  the
development of the Technology, as described in Section 3.3 below.

       3.2.   DELIVERIES.  At the  Closing  and as a  condition  to Closing  the
Purchaser,  the Sellers, and the Company as the case may be, hereby agree to the
following Deliveries.

              (a)    SELLERS'  AND/OR  COMPANY'S  DELIVERIES.  Sellers  and  the
       Company,  as  the  case  may  be,  shall  deliver  the  following  to the
       Purchaser:

                     (i)    the  Assignment  of Membership  Interests  (free and
              clear of all pledges,  liens,  transfer and stamp tax obligations,
              encumbrances, claims and other charges thereon of every kind);

                     (ii)   the written  resignations  of any acting  manager or
              officer of the Company as the Purchaser shall direct (the "Written
              Resignations");

                     (iii)  duly  executed  waiver and consent of the  transfers
              from the Sellers waiving any  preferential  rights as provided for
              in Section 11.3 of the Company's Member Agreement;

                     (iv)   except  for the  obligations  set forth in  Schedule
              3.2(iv),  evidence of cancellation of any liability payable by the
              Company to the Sellers as Members or employees of the Company;

                     (v)    copies of any and all  company  books,  records  and
              other  property,  including  but not  limited  to the name  "InCon
              Processing, L.L.C.";

                     (vi)   certified copy of resolutions adopted by each Seller
              prior  to the date of this  Agreement,  authorizing  the  transfer
              contemplated  hereby and the  execution  of any and all  documents
              required in connection herewith; and

                     (vii)  such other documents, instruments,  certificates and
              agreements  as may be  reasonably  required  by the  Purchaser  in
              connection with the consummation of the transactions  contemplated
              hereby.

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              (b)    PURCHASER'S  AND/OR PALMER'S AND SHAIKH'S  DELIVERIES.  The
       Purchaser  and/or  Palmer and Shaikh shall  deliver the  following to the
       Sellers:

                     (i)    the  Assignment  of Bali  Interest  from  Palmer and
              Shaikh  to the  Sellers  in equal  shares  (free  and clear of all
              pledges, liens, transfer and stamp tax obligations,  encumbrances,
              claims and other charges thereon of every kind);

                     (ii)   any and  all  documents,  instruments,  information,
              applications,   methods,  technical  information  related  to  the
              development of the Technology;

                     (iii)  certified  copy  of   resolutions   adopted  by  the
              Purchaser  prior to the  date of this  Agreement  authorizing  the
              transactions  contemplated hereby and the execution of any and all
              documents required in connection herewith; and

                     (iv)   such other documents, instruments,  certificates and
              agreements  as may be  reasonably  required  by the Company or the
              Sellers in connection with the  consummation  of the  transactions
              contemplated hereby.

       3.3.   TECHNOLOGY.

              (a)    DEVELOPMENT OF TECHNOLOGY.  As a condition to Closing,  the
       Company  shall  complete  the  development  of a  tocotrienol  processing
       technology for use with palm oil distillate and similar fatty acid stream
       derived from rice bran oil  deodorization  or other biological fatty acid
       source (collectively  "Feed"), that includes a pre-concentration  method,
       and any and all intellectual  property  relating thereto  ("Technology").
       The Company  shall develop the  Technology  in sufficient  detail for the
       Sellers to file a patent  application and to allow the Sellers reasonably
       to communicate cost,  operation,  and method of the Technology to a third
       party.  Upon transfer of the  Technology to the Sellers,  the  Technology
       shall be the  exclusive  property  of the  Sellers to use freely in their
       respective sole discretion,  without further  compensation to the Company
       or Purchaser. The Parties acknowledge that each has a desire to cooperate
       after the Closing and the transfer of the Technology to design, fabricate
       and  install  an  operating  system  based  on  the  Technology  for  the
       processing of Feed.

              (b)    DISTRIBUTION AND TRANSFER OF TECHNOLOGY. The development of
       the Technology  shall be completed  before the transfer of the Membership
       Interests  to the  Purchaser  at or prior to Closing,  the Company  shall
       distribute  the  Technology  to the Sellers,  jointly.  Palmer and Shaikh
       shall  take all  reasonable  steps to help  facilitate  the  preparation,
       filing, and prosecution of a patent  application.  All costs and expenses
       related to the  preparation of or  prosecution of the patent  application
       shall be borne by the  Sellers.  The  Sellers  shall have the sole right,
       ownership,  and interest in the  Technology  and its patent to license or
       sell the  Technology in its sole  discretion.  As part of the  Consulting
       Services,  the Sellers shall undertake to obtain a facility  contract for
       the  Buyer  for  the  manufacturing  of the  Technology,  and if so,  the
       Consulting  Fee shall be  accelerated  in the manner  described  above in
       Section 2.3. "Facility Contract" shall mean the design and development of
       a facility with adequate equipment to manufacture,  produce,  and utilize
       the Technology. Each of the Sellers, respectively, shall, however,

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       retain in its sole  discretion  the right to contract  with a third party
       supplier for a Facility  Contract and in such an event neither  Purchaser
       nor the Company  would  receive  any  consideration  from that  contract.

                                   ARTICLE IV.
              REPRESENTATIONS AND WARRANTIES OF SELLERS AND COMPANY

       In order to induce the  Purchaser to purchase the  Membership  Interests,
Sellers  jointly and  severally  represent,  warrant and agree that  Section 4.1
through and including Section 4.5 are true and correct as of the date hereof and
will remain  true and  correct  through and  including  the Closing  Date.

       4.1.   ORGANIZATION, GOOD STANDING, AUTHORITY.

              (a)    The Company is a limited  liability company duly organized,
       validly  existing  and in good  standing  under  the laws of the State of
       Delaware;

              (b)    each Seller has the power and  authority to enter into,  to
       perform the obligations by the Seller, and to consummate the transactions
       and other acts contemplated by this Agreement.

              (c)    This Agreement constitutes the valid and binding obligation
       of the Sellers enforceable in accordance with its terms; and

              (d)    the  execution  and the  delivery  of this  Agreement,  the
       consummation of the transactions  contemplated by this Agreement, and the
       compliance  with or  fulfillment  of the  terms  and  provisions  of this
       Agreement  will not (i) violate or conflict with any of the provisions of
       the  Company's  Articles  of  Organization  or  Members  Agreement;  (ii)
       conflict with,  result in a breach of terms and conditions of, accelerate
       any  provision  of, or  constitute  any  default  under  any rule,  trust
       (constructive or otherwise), contract or agreement to which the Seller or
       Company are now or may become a party, or is bound, or any order, rule or
       regulation of any court or governmental authority or agency applicable to
       any of them;  (iii)  violate,  conflict with or constitute a breach of or
       default  under the  provisions of any  governmental  permit or license or
       other such  instrument  to which either of the Seller or the Company is a
       party or by which  Sellers or the Company is bound;  or (iv)  require any
       affirmative approval, consent, authorization or other order, or action of
       any court, governmental authority, regulatory body or third party, except
       as specifically contemplated by this Agreement.

       4.2.   TAX MATTERS.  Sellers and the Company agree not to file an amended
federal,  foreign, state, county, local and other tax returns for any year prior
to the Closing.  The Sellers and the Company  have filed all  federal,  foreign,
state,  county,  local and other tax returns  and reports  required by law to be
filed prior to the date of this Agreement and all taxes,  assessments,  fees and
other  governmental  charges and any related  penalties  and interest  have been
paid.

       4.3.   TITLE,  PRIOR  COMMITMENTS,   LIENS,   SECURITY   INTERESTS.   The
Membership Interests consist of all of the units of the Company which are issued
and  outstanding.  There  are


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no rights held by any person to acquire  any  Membership  Interests  or economic
interest  from or in the Company,  whether in the form of  warrants,  options to
purchase  convertible  securities  or any other rights to acquire an interest in
the Company.  All of the  outstanding  Membership  Interests of the Company have
been duly authorized and are validly issued, fully paid and nonassessable.  None
of the  outstanding  Membership  Interests  of the  Company  have been issued in
violation of any preemptive right. The Sellers own the Membership Interests free
and clear of all liens,  claims or  encumbrances  of every nature and kind.  The
Membership  Interests  are not  subject  to any voting  trust,  proxy or similar
agreement with respect to the voting of the Company.  Each Seller represents and
warrants that it does not  currently  have a security  interest,  lien, or other
encumbrance on the Membership Interests to secure the payment of a loan to it.

       4.4.   BROKER'S  FEE.  The  Sellers  are not  parties  to,  or in any way
obligated under, any contract or other arrangement  providing for the payment of
fees and expenses to any broker or finder in  connection  with the  origination,
negotiation,  execution or  consummation  of  transactions  contemplated in this
Agreement  and agree to hold  Purchasers,  Shaikh and Palmer  harmless  from and
against any broker  claiming by or through  them who makes a claim in respect of
these transactions.

       4.5.   DISCLOSURE.  No  representation or warranty by the Sellers in this
Agreement,  or in connection with the transactions  contemplated hereby, contain
or will contain any untrue statement of a material fact or omits or will omit to
state a material fact  necessary to make the  statements  contained  therein not
misleading.

                                   ARTICLE V.
                        REPRESENTATIONS AND WARRANTIES OF
                          PURCHASER, SHAIKH, AND PALMER

       In order to induce the  Sellers  to sell the  Membership  Interests,  the
Purchaser and/or Shaikh and Palmer represent, warrant and agree that Section 5.1
through  and  including  Section 5.6 are true and correct on the date hereof and
will remain true and correct through and including the Closing Date:

       5.1.   ORGANIZATION  AND  STANDING  OF  PURCHASER.  The  Purchaser  is  a
corporation,  duly  organized,  validly  existing and in good standing under the
laws of the State of Illinois, and has corporate power and authority to carry on
its business as it is now being conducted.

       5.2.   AUTHORITY.   Purchaser,   Shaikh,  and  Palmer,  and  the  persons
executing this Agreement on behalf of the Purchaser have the power and authority
to execute this Agreement and consummate the transactions  contemplated  hereby,
all necessary  action having been properly  taken to establish  such  authority.
This Agreement  constitutes  the valid and binding  obligation of the Purchaser,
Shaikh and Palmer, and is enforceable in accordance with its terms.

       5.3.   NO  BREACH  OF  OTHER  AGREEMENTS.  The  execution,  delivery  and
consummation of this Agreement will not (a) conflict with, result in a breach of
terms and conditions of,  accelerate any provision of, or constitute any default
under any rule,  trust  (constructive  or  otherwise),  contract or agreement to
which the Purchaser,  Shaikh, or Palmer is now a party or is bound or any order,
rule or regulation of any court or governmental  authority or agency  applicable
to the

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Purchaser, Shaikh, or Palmer, respectively,  or (b) violate or conflict with any
of the provisions of the Purchaser' s Articles of Incorporation or Bylaws.

       5.4.   TITLE; PRIOR  COMMITMENTS;  LIENS;  SECURITY INTEREST.  Palmer and
Shaikh own the Bali Interest free and clear of all liens, claims or encumbrances
of every nature and kind.

       5.5.   BROKER'S FEE. The  Purchaser,  Shaikh,  and Palmer are not parties
to, or in any way  obligated  under,  any contract  providing for the payment of
fees and  expenses  to any  broker  or  finder in  connection  with the  origin,
negotiation,  execution  or  consummation  of this  Agreement  and agree to hold
Sellers  harmless  from and against any broker  claiming by or through  them who
makes a claim in respect of these transactions.

       5.6.   DISCLOSURE.  No  representation  or  warranty  by  the  Purchaser,
Shaikh,  and Palmer in this Agreement,  or in connection  with the  transactions
contemplated hereby, contains or will contain any untrue statement of a material
fact or  omits or will  omit to  state a  material  fact  necessary  to make the
statements contained therein not misleading.

                                  ARTICLE VI.
                                 INDEMNIFICATION

       6.1.   INDEMNITY BY SELLERS.  The Sellers make and agree to the following
indemnifications to Purchaser:

       the  Sellers  agree to pay,  and shall  protect,  indemnify  and hold the
       Purchaser, its members, managers, officers, partners,  employees, agents,
       representatives,  successors  and assigns,  harmless from and against any
       and all causes of action, suits,  penalties,  losses, damages, claims and
       expenses of any nature whatsoever  (including  reasonable attorneys' fees
       and expenses and costs incurred in  settlement)  which may be imposed on,
       incurred by, or asserted or  threatened  against the  Purchaser by reason
       of,  in any way  relating  to or  arising  out of the  inaccuracy  of, or
       omission from, any representation or warranty,  any  misrepresentation or
       breach of any representation or warranty, or the breach or nonperformance
       of any covenants made by the Sellers  (including any schedule or exhibit)
       or in any agreement,  instrument or document of the Sellers  delivered on
       the Closing Date in connection with the Agreement; and

              (a)    Purchaser  shall notify Sellers  promptly in writing of any
       claims for  indemnification,  but the failure so to notify  Sellers shall
       not impair the Purchaser's right to indemnification hereunder,  except to
       the extent the Sellers are prejudiced by such failure.

       6.2.   INDEMNITY  BY  PURCHASER.  The  Purchaser  makes and agrees to the
following indemnifications to Seller:

              (a)    the Purchaser  agrees to pay, and shall protect,  indemnify
       and hold the  Sellers  harmless  from and  against  any and all causes of
       action, suits,  penalties,  losses,  damages,  claims and expenses of any
       nature whatsoever  (including reasonable attorneys' fees and expenses and
       costs  incurred in settlement)  which may be imposed on,  incurred

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       by, or  asserted or  threatened  against the Sellers by reason of, in any
       way relating to or arising out of the  inaccuracy  of, or omission  from,
       any representation or warranty,  any  misrepresentation  or breach of any
       representation  or  warranty,  or the  breach  or  nonperformance  of any
       covenants  made  by the  Purchaser  herein  (including  any  schedule  or
       exhibit) or in any  agreement,  instrument  or document of the  Purchaser
       attached  as an  exhibit  hereto  or  delivered  at the  Closing  Date in
       connection with the Agreement;

              (b)    the Purchaser is acquiring the Company and its assets on an
       "as is-where is" basis; and

              (c)    Sellers shall promptly  notify  Purchaser in writing of any
       claims for indemnification,  but the failure so to notify Purchaser shall
       not  impair  Sellers'  right  to  indemnification  except  to the  extent
       Purchaser is prejudiced by such failure.

       6.3.   CONDITIONS  PRECEDENT TO CLOSING BY PURCHASER.  The obligations of
the  Purchaser  under this  Agreement  are  subject to the  satisfaction  of the
following  conditions  on or before the  Closing  Date,  any one of which may be
waived by the Purchaser; provided, however, that such waiver may only be made by
a writing signed by the Purchaser:

              (a)    the  representations  and  warranties  of the Sellers shall
       remain true,  correct and complete;

              (b)    the  Sellers   shall  have   performed   and  observed  all
       covenants,  agreements and conditions  hereof to be performed or observed
       by them prior to the Closing Date;

              (c)    the Sellers shall have delivered all documents  required by
       Section 3.2(a); and

              (d)    no court  order  shall have been  entered or applied for or
       any action or  proceeding  instituted  by any third party who seeks to or
       does enjoin,  restrain or prohibit this Agreement or the  consummation of
       the  transactions  contemplated  by this Agreement or recover  damages in
       connection therewith.

       6.4.   CONDITIONS   PRECEDENT  TO  THE   OBLIGATIONS   OF  SELLERS.   The
obligations of the Sellers under this Agreement are subject to the  satisfaction
of the following  conditions on or before the Closing Date, any one of which may
be waived by the Sellers;  provided,  however, that such waiver may only be made
by a writing signed by the Sellers:

              (a)    the representations and warranties of the Purchaser, Shaikh
       and Palmer shall remain true, correct and complete;

              (b)    the  Purchaser,  Shaikh and Palmer shall have performed and
       observed all covenants,  agreements and conditions hereof to be performed
       or observed by Purchaser, Shaikh and Palmer prior to the Closing Date;

              (c)    the  Purchaser,  Shaikh and Palmer shall have delivered all
       documents required by Section 3.2(b);

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              (d)    the  Company  shall  have   developed  the  Technology  and
       transferred, assigned and set over the Technology from the Company to the
       Sellers in accordance with Section 3.3; and

              (e)    no court  order  shall have been  entered or applied for or
       any action or  proceeding  instituted  by any third party who seeks to or
       does enjoin,  restrain or prohibit this Agreement or the  consummation of
       the  transactions  contemplated  by this  Agreement  or  seeks to or does
       recover damages in connection therewith.

       6.5.   MAIL.  All mail  addressed  to the  Sellers  which is  received by
Purchaser following the Closing Date shall be opened by Purchaser and, if in the
Purchaser's  reasonable discretion the mail pertains to the Sellers' affairs and
not to  Purchaser's  affairs,  that mail shall be forwarded  immediately  to the
Sellers.

                                  ARTICLE VII.
                                    RELEASES

       7.1.   RELEASES.

              Except for claims  alleging  breach of this  Agreement the parties
agree to the conditions set for in this Section 7.1 ("Release"):

              (a)    Sellers,   on   behalf   of   themselves,   their   parent,
       subsidiaries,  directors,  officers, employees, agents,  representatives,
       successors  and  assigns,   hereby  release  and  forever  discharge  the
       Purchaser, its officers, directors,  employees, agents,  representatives,
       successors and assigns, and the Company, its members, managers, officers,
       employees, agents, representatives (the Release Purchaser Parties"), from
       and  against any and all claims,  demands,  actions,  causes of action or
       suits, at law or in equity, of whatever kind or nature, known or unknown,
       which Sellers had or may have, now or in the future, against the Released
       Purchaser  Parties  relating to the Membership  Interests or the Company,
       including  claims  for  fees,  loan  repayments,   trade  receivables  or
       reimbursement of costs and expenses,  the Company's  business,  or any of
       the Terminated Agreements (defined below);

              (b)    Sellers, their respective directors,  officers,  employees,
       agents,  representatives,  successors  and assigns,  and Ronald Lane, and
       Nalin Rathod hereby release and forever  discharge Shaikh and Palmer from
       and  against any and all claims,  demands,  actions,  causes of action or
       suits, at law or in equity, of whatever kind or nature, known or unknown,
       which   Sellers,   its   directors,    officers,    employees,    agents,
       representatives,  successors  and  assigns,  and Ronald  Lane,  and Nalin
       Rathod had or may have,  now or in the future,  against Palmer or Shaikh,
       including, without limitation, claims under the Terminated Agreements.

              (c)    Shaikh and Palmer  hereby  release  and  forever  discharge
       Sellers,   and   Sellers'   directors,   officers,   employees,   agents,
       representatives,  successors  and assigns,  (collectively,  the "Sellers'
       Group"),  and Ronald  Lane and Nalin  Rathod from and against any and all
       claims, demands, actions, causes of action or suits, at law or in equity,
       of

                                       9
<PAGE>


       whatever kind or nature, known or unknown,  which Shaikh or Palmer had or
       may have, now or in the future,  against the Sellers' Group,  Ronald Lane
       and  Nalin  Rathod,  including,  without  limitation,  claims  under  the
       Terminated Agreements;

              (d)    Bali, its members, managers,  officers,  employees, agents,
       and  representatives  (the  "Bali  Group")  hereby  release  and  forever
       discharge Palmer and Shaikh from and against any and all claims, demands,
       actions, causes of action or suits, at law or in equity, of whatever kind
       or nature, known or unknown, which the Bali Group had or may have, now or
       in the future, against Palmer and Shaikh relating to the Bali Interest or
       any of the  Terminated  Agreements.  Palmer and Shaikh hereby release and
       forever  discharge  the Bali Group from and  against  any and all claims,
       demands,  actions,  causes of action or suits,  at law or in  equity,  of
       whatever kind or nature, known or unknown,  which Palmer or Shaikh had or
       may have,  now or in the future,  against the Bali Group  relating to the
       Bali Interest or any of the Terminated Agreements.

              (e)    For purposes of the above  releases,  the term  "Terminated
       Agreements"  shall  mean the  Employment  Agreement  entered  into by and
       between Shaikh and Bionutrics,  the Employment  Agreement entered into by
       and between Palmer and Bionutrics,  the Master Agreement, as described in
       the recitals, the Membership Interest Redemption Agreement by and between
       Palmer and InCon Holdings, LLC dated October 27, 1997 (collectively,  the
       "Terminated Agreements").

       7.2.   ACKNOWLEDGEMENTS.  Each of the releasing  parties  further  states
that they or their  duly  authorized  representatives  have read the  respective
Release set forth in Section 7.1,  that they  understand  that these are general
releases,  that each intends legally to be bound by the applicable Release,  and
that each of them has the legal power and  authority to execute and agree to the
applicable Release.

       7.3.   NO TRANSFER. Each of the releasing parties represents and warrants
that the respective releasing party has not assigned or transferred, in whole or
in part, any claim,  right, demand or cause of action which that releasing party
may now have or may have had or  claims to have,  of  whatever  kind or  nature,
against any other party, to any person, firm,  corporation,  or other entity, in
any manner,  including but not limited to assignment or transfer by  subrogation
or by operation of law.

       7.4.   FUTURE ACTIONS. Each party agrees never to institute,  directly or
indirectly,  any action or  proceeding  of any kind  against  any other party to
enforce a claim which is released under this Section 7. In the event of any such
claim,  the instituting  party agrees to reimburse the other party for all costs
incurred in defending  the claim,  including  reasonable  attorneys'  fees.  The
prohibition  contained in this Section 7 shall not apply to claims for breach of
this Agreement.

       7.5.   TRANSFER OF  MEMBERSHIP  INTERESTS.  The  transfer  of  Membership
Interests  provided for under Section 1.1 of this Agreement,  is, in addition to
the  satisfaction  of all of the other clauses and provisions of this Agreement,
subject to the  consent  to and  approval  of this  Agreement  by the  following
parties:

                                       10
<PAGE>


              (a)    The Board of Directors of Bionutrics, and;

              (b)    The  Holders  of  that  certain  Non-Revolving  Note by and
       between Bionutrics and the following parties:

                     (i)    William C. McCormick

                     (ii)   William Ritger

                     (iii)  Fredrick Rentschler

                     (iv)   Ropart Investments

                     (v)    HealthSTAR Communications

                     (vi)   HealthSTAR Holdings


                     (vii)  Ronald H. Lane

                     (viii) Xiagen

                                 ARTICLE VIII.
                                  MISCELLANEOUS

       8.1.   ASSIGNMENT. The rights, duties and privileges of Sellers hereunder
shall not be  transferred  or  assigned  in whole or in part  without  the prior
written consent of the Purchaser.

       8.2.   ENTIRE AGREEMENT. This Agreement and the documents,  schedules and
exhibits  referred to herein and to be delivered  pursuant to this Agreement set
forth the entire agreement among the parties and merge all prior discussions and
agreements  among  them.  None of the parties  shall be bound by any  condition,
definition,  warranty or  representation  with  respect to any term or condition
other than those provided for in this Agreement or the documents,  schedules and
exhibits  referred  to herein or  delivered  pursuant  to this  Agreement  or as
amended  by  subsequent  agreement  in writing  signed by the  parties or a duly
authorized  officer or  representative  of the parties to this  Agreement.  This
Agreement  may not be amended  except by a writing  signed by all of the parties
hereto.

       8.3.   BINDING EFFECT.  This Agreement shall be binding upon and inure to
the benefit of the parties and their respective heirs, personal representatives,
successors and permitted assigns.

       8.4.   NOTICE.  All  notices, requests, demands  or  other communications
given under or in connection  herewith shall be effective only if in writing and
hand delivered,  mailed by certified or registered U.S. Mail,  postage  prepaid,
return receipt requested,  or delivered by recognized overnight delivery service
(E.G., FedEx or UPS), addressed as follows:

       if to Sellers:             Asia Pacific Investment Holdings, Ltd.

       Facsimile No.:

            and

                                  InCon Technologies, Inc.
                                  2415 East Camelback Road, Suite 700
                                  Phoenix, AZ 85016

                                       11
<PAGE>


       if to Company:             InCon Processing, L.L.C.
                                  970 Douglas
                                  Batavia, Illinois 60510

       if to Purchaser:           Incon International, Inc.
                                  970 Douglas
                                  Batavia, Illinois 60510

       with a copy to:            Edwin I. Josephson
                                  Chuhak & Tecson, P.C.
                                  30 S. Wacker Drive, Suite 2600
                                  Chicago, Illinois 60606

Any party may change its  address for notice  pursuant to this  Section 8.4 upon
written notice to the other parties.

       8.5.   INVALID  PROVISION.  In the  event  that  any  provision  of  this
Agreement  is held to be invalid or illegal for any reason,  such  determination
shall not effect the remaining  provisions which shall be construed and enforced
as if the illegal or invalid provision had never been included.

       8.6.   APPLICABLE LAW. This Agreement shall be subject to and governed by
the laws of the State of Illinois.

       8.7.   PRONOUNS.  The  singular  form shall be  considered  to denote the
plural and the masculine form the feminine or neuter if required hereunder.

       8.8.   DESCRIPTIVE HEADINGS.  All section headings,  titles and subtitles
contained  herein are inserted for  convenience  of reference only and are to be
ignored in any construction of the provisions hereof.

       8.9.   LEGAL  ACTION.  In any action at law or in equity  arising  out of
this Agreement and the transactions contemplated hereunder, the prevailing party
shall be entitled to reasonable  attorneys'  fees and court costs in addition to
any other relief to which it may be entitled.

       8.10.  WAIVER.  Any party may waive any term,  condition  or  requirement
under this  Agreement or the exhibits or schedules  hereto which is intended for
its own benefit,  and any waiver of any term or  condition of this  Agreement or
the  exhibits  or  schedules  hereto  shall not operate as a waiver of any other
breach of such term or condition, nor shall any failure to enforce any provision
hereof  or of the  exhibits  or  schedules  hereto  operate  as a waiver of such
provision or of any other provision hereof or the exhibits or schedules  hereto.

       8.11.  FURTHER ASSURANCES.  Each party agrees to perform any further acts
and to  execute  and  deliver  any  further  documents  which may be  reasonably
necessary to give effect to the provisions of this Agreement.

                                       12
<PAGE>


       8.12.  EXPENSES.  Each of the  parties  shall  pay its  own  expenses  in
connection  with  this  Agreement  and  the  consummation  of  the  transactions
contemplated hereunder.

       8.13.  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 but one and the same instrument.

       8.14.  RECITALS.  The  Recitals  contained in this  Agreement  are hereby
incorporated  and made a part of the terms and mutual  covenants and  agreements
contained in this Agreement.

       8.15.  SURVIVAL.  The  representatives  and warranties  contained in this
Agreement  or in the  instruments  or other  documents  required to be delivered
hereunder shall survive the Closing.

       8.16.  FACSIMILE.  A facsimile  signature shall be treated the same as an
original  signature for the purposes of this  Agreement and all other  documents
and agreements relating to this transaction.

                                       13
<PAGE>


       IN WITNESS  WHEREOF,  the parties have executed this  Agreement as of the
date first above written.

PURCHASER:                              SELLERS:

INCON INTERNATIONAL, INC.,              INCON TECHNOLOGIES, INC.,
an Illinois corporation                 a Delaware corporation

By: ________________________________    By: ____________________________________
Print Name:_________________________    Print Name: ____________________________
Title: _____________________________    Title: _________________________________

                                        ASIA PACIFIC INVESTMENT HOLDINGS, LTD.,
                                        a British Virgin Islands Company

                                        By: ____________________________________
                                        Print Name: ____________________________
                                        Title: _________________________________


BALI:

BALI HOLDINGS, LLC, a Delaware
limited liability company

By: ________________________________
Print Name: ________________________    __________________________
Title: _____________________________    N.P. Shaikh, individually


BIONUTRICS:

BIONUTRICS, INC., a Nevada corporation

By:  _______________________________    ___________________________
Print Name: ________________________    John R. Palmer, individually
Title:  ____________________________


                                       14
<PAGE>


       The undersigned  hereby execute this Agreement for release purposes only,
as set forth in Article VII hereof.

                                             -----------------------------------
                                                Ronald H. Lane, individually


                                             -----------------------------------
                                                 Nalin Rathod, individually


                                       15