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 AN EXEMPTION  FROM
REGISTRATION  PURSUANT  TO SECTION  4(2) OF THE 1933 ACT.  THE SHARES MAY NOT BE
OFFERED,  SOLD OR OTHERWISE  TRANSFERRED  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
September 1, 2004, by and between  Bionutrics,  Inc., a Nevada  corporation (the
"Company"),  and Asia Pacific  Investment  Holdings  Limited,  a British  Virgin
Islands company (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 Two Hundred
Thousand  (200,000) shares of its Common Stock, $.001 par value, (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 all rights
of  ownership  to its  pro-rata  share of certain  assets  received via an Asset
Distribution  Agreement  by and  between the  Company  and the  Investor,  dated
September  1, 2004,  that  include  niacin-tocotrienol  technology  for  dietary
supplements and other functional  nutrition products together with approximately
80  barrels  of rice bran oil tocol  concentrate  (the  "Assets"),  and  certain
assumed  obligations  per a Letter of Intent  Regarding a Tocotrienol and Niacin
CDT  Dietary   Supplement"   with  James   Belcher  (the  "Belcher   LOI"),   as
consideration,  subject  to its  terms  and  conditions,  for  the  Shares  as a
condition for the Closing of the offering.  The Company  agrees to hold Investor
safe and harmless from any obligations arising from the Belcher LOI.

            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 6 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 unfulfillment. If at the Closing any of the conditions specified
in Section 5 hereof shall not have been fulfilled to the reasonable satisfaction
of the Company,  the Company 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 unfulfillment.

<PAGE>

      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 15,803,000 shares are issued and outstanding
as of October 31, 2003.

                  (ii)  Preferred  Stock.  5,000,000  shares of preferred  stock
("Preferred  Stock"),  par value $.001,  591,685 shares of which are outstanding
and  convertible  into 118,370 of common stock at the election of the Company or
shareholder.  Further  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  Other  Rights.  There  are  no
preemptive  rights or rights of first  refusal for the  purchase or  acquisition
from the Company of any shares of its  capital  stock.  As of October 31,  2003,
there were  outstanding  warrants  to  purchase  up to 659,000  shares of Common
Stock.  Additionally,  as of October 31, 2003,  options in the amount of 250,000
shares were  outstanding and held by current or former  employees,  officers and
directors pursuant to the Company's Stock Option Plan.

            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  restrictions  on transfer other than  restrictions  on transfer
under applicable state and federal securities laws.

            2.4 Financial Statements. The Company has delivered to Investor true
and correct  copies of (i) its Form 10-K for the year ended  October  31,  2001,
(ii)  the  unaudited   consolidated  balance  sheets  of  the  Company  and  its
subsidiaries  for the years ended  October 31, 2002 and October 31, 2003 and the
six-month  period  ended  March  31,  2004  and  (iii)  the  related   unaudited
consolidated statements of


                                       2
<PAGE>

income, stockholders' equity and cash flows of the Company and its subsidiary as
of  October  31,  2002,  October  31,  2003 and  March  31,  2004,  respectively
(collectively,  the "Balance  Sheets").  Except as otherwise stated in the notes
thereto,  the Balance Sheets have been prepared in conformity with United States
generally accepted accounting  principles (and except that the unaudited Balance
Sheets  may not  contain  all notes)  applied,  except as stated  therein,  on a
consistent basis. The Balance Sheets are true and correct and fairly present the
financial position, result of operations and cash flows and changes in financial
position of the Company as of the dates and for the  periods  indicated.  If and
when filed by the Company with the Securities and Exchange Commission the "SEC")
the financial  statements in the annual reports on Form 10-K for the years ended
October  31,  2002 and 2003  including  Form  10-Q for each  three-month  period
subsequent to the year ended  October 31, 2001 will not be materially  different
to the  Balance  Sheets  for the  respective  periods  and  only be  subject  to
non-material   year-end  adjustments  in  case  of  any  Balance  Sheets  for  a
three-month  period  subsequent  to the year ended  October 31, 2003.  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,  and (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.

            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>

            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 Balance Sheets, 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.

                  (a) Investor  represents  and  warrants  that the Shares being
acquired  are  being  acquired  for its own  account  without  a view to  public
distribution  or  resale  and  that  Investor  has no  contract,  understanding,
agreement or arrangement to sell or otherwise  transfer or dispose of the Shares
or any portion thereof to any other person.

                  (b)  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.


                                       4
<PAGE>

                  (c)  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.

                  (d)  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
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.

                  (e)  Investor  understands  that (i) the  Company  may place a
legend on any certificates  representing  the Shares  indicating that the Shares
may not be transferred except in accordance with an exemption from the 1933 Act;
(ii) the Company  will not register a transfer  not made in  accordance  with an
exemption from the 1933 Act; and (iii) 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.

            3.5 Further Representations and Understandings.

                  (a)  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.

                  (b) 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 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.

      4. Registration Rights.

            4.1  Registration  Statement.  At any time during which  Investor is
subject to the time,  volume  restrictions,  or manner of sale limitations under
Rule 144 under the 1933 Act ("Rule 144"),  or any successor  rule or regulation,
the Company will (i) prepare and file a  Registration  Statement  under the 1933
Act  covering  the Shares or will  include the Shares in any other  Registration
Statement it is obligated to file  subsequent  to the date hereof,  (ii) use its
best efforts to have such Registration  Statement  rendered  effective under the
1933 Act as soon as practicable thereafter, and (iii) take such action as may be
necessary to have such  Registration  Statement  remain effective under the 1933
Act, free of material


                                       5
<PAGE>

misstatements  or  omissions,  for the period  required  to sell such  Shares in
compliance  therewith.  If the Registration  Statement for shares represented by
this  Warrant  is part  of or in  conjunction  with  another  such  Registration
Statement   filing,   the  Company  shall  bear  all  fees,   disbursements  and
out-of-pocket expenses incurred in connection with the preparation and filing of
such  Registration  Statement,  including any  amendment or  supplement  thereto
necessary  to  cause  the  same to  remain  free of  material  misstatements  or
omissions during the period the Registration  Statement  remains effective under
the 1933 Act,  except as provided in Section  4.5  hereof.  If the  Registration
Statement  filing is made  solely for the  benefit of the  Warrantholder  at the
Warrantholder's  request,  then all related costs shall be the responsibility of
and shall be assumed by the Warrantholder.

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

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

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

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


                                       6
<PAGE>

      5.  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:

            5.1   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.

            5.2  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.

            5.3 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.  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.

            6.1   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.

            6.2 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 Agreement,  or to obtain damages from Investor with respect
thereto.

                  (b) None of the  parties  hereto  shall be  prohibited  by any
order,  writ,  injunction  or  decree  of any  governmental  body  of  competent
jurisdiction from consummating the transactions  contemplated by this Agreement,
and no 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.

      7.  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:


                                       7
<PAGE>

      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 AN
      EXEMPTION FROM REGISTRATION  PURSUANT TO SECTION 4(2) OF THE 1933 ACT. THE
      SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED 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.

      8. Miscellaneous.

            8.1  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 2415 East
Camelback Road,  Suite 700,  Phoenix,  Arizona 85016 or at such other address as
may have been furnished by the Company to Investor.

            8.2 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.

            8.3 Entire  Agreement;  Amendments  and Waiver.  This Agreement sets
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  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.

            8.4 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.

            8.5 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.


                                       8
<PAGE>

            8.6 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.

            8.7  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.

            8.8  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.

            IN WITNESS WHEREOF,  the parties hereby have executed this Agreement
as of the date indicated above.


ASIA PACIFIC
INVESTMENT
HOLDINGS, Limited:



---------------------------------      90 Cecil Street #08-03
By: Nalin Rathod                       069531 Singapore
Its: Director                          Facsimile Number: (65) 6324 7797



BIONUTRICS, INC.



---------------------------------      2415 East Camelback Road
By:  Ronald H. Lane                    Suite #700
Its:  President                        Phoenix, Arizona 85016
                                       Facsimile Number: (1-602) 508-0115

                                       9