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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K/A  Amendment No. 1 to
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934


|                                           |  |                               
|------------------------------------------ |  | ------------------------------
|For the fiscal year ended October 31, 2001 |  | Commission file number 0-22011

Bionutrics, Inc.(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 86-0760991                          
|                                                              
|                                                              
|                                                              
|                                                              
|                                                               |  |                                     
|                                                              
|                                                              
|                                                              
|                                                              
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. employer
identification no.)

2425 E. Camelback Road, Suite 650, Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code:
(602) 508-0112

Securities registered pursuant to Section 12(b) of the Act:

None
(Title of each Class)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share
(Title of class)

Indicate by check mark whether registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (CHECK BOX) No (BOX)

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (BOX)

As of February 22, 2002, the aggregate market value of the voting common
stock held by non-affiliates of the registrant, computed by reference to the
closing sales price of such stock as of such date on the OTC Bulletin Board,
was $6,451,510. Shares of common stock held by each officer and director and
by each person who owned 10% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily conclusive and may not
apply for other purposes.

As of February 22, 2002, there were 4,352,600 shares of the registrants
common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None





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TABLE OF CONTENTS



|              |                                                                          |  |  |  |  |  |  | 
|------------- | ------------------------------------------------------------------------ |  |  |  |  |  |  | 
|PART III     
|              | ITEM 10. DIRECTORS OF REGISTRANT                                        
|              | ITEM 11. EXECUTIVE COMPENSATION                                         
|              | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 
|              | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 
|PART IV      
|              | ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
|SIGNATURES   
|Exhibit Index
|EX-23        



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Bionutrics, Inc. (the Company) hereby amends its Report on Form 10-K for
the year ended October 31, 2001 by adding thereto Items 10, 11, 12 and 13, and
amending Item 14 for the purposes of filing a new consent, as set forth below.




PART III




ITEM 10. DIRECTORS OF REGISTRANT

The following table sets forth certain information regarding the directors of the Company:

|                            |  |     |    |          |  |                                                             
|--------------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------
|Name                        |  | Age |    | Position
|                            |  |     |    |         
|Ronald H. Lane, Ph.D.(2)    |  |     | 57 |          |  | Chairman of the Board,
Chief Executive Officer
and President
|                           
|                           
|                           
|                           
|Daniel S. Antonelli(2)      |  |     | 49 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|Richard M. Feldheim(2)(3)   |  |     | 61 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|Todd A. Goergen             |  |     | 29 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|Y. Steve Henig, Ph.D.(1)(3) |  |     | 59 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|William M. McCormick(2)(3)  |  |     | 61 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|Milton Okin                 |  |     | 86 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|Frederick B. Rentschler(1)  |  |     | 62 |          |  | Director                                                    
|                           
|                           
|                           
|                           
|Winston A. Salser, Ph.D.    |  |     | 62 |          |  | Director                                                    



---

|(1) |  | Member of the Compensation Committee.
|--- |  | -------------------------------------
|   
|   
|   
|   
|(2) |  | Member of the Executive Committee.   
|   
|   
|   
|   
|(3) |  | Member of the Audit Committee.       

Ronald Howard Lane, Ph.D.has served as Chairman of the Board, Chief
Executive Officer and President of the Company since December 1994 and its
predecessor, NutraGenics (Delaware) since April 1994 and served as President
and Chief Executive Officer of LipoGenics from July 1992 to October 1997. Dr.
Lane received a Ph.D. and post-doctorate NIH fellowship from the University of
Wisconsin (Madison) in Neurophysiology and is responsible for directing
Bionutrics corporate development and growth. Dr. Lane spearheaded the
development of the technology at LipoGenics and has been employed previously
with Norcap Financial Corporation, The National Western Group, Inc. (an
investment company), and Taylor Pearson Corporation.

Daniel S. Antonellihas been a member of the Board of Directors since
September 1998. He has served as President and Chief Executive Officer of ACH
Food Companies, Inc. (formerly AC Humko Corp.) since August 1995. From 1974 to
1995 he held a number of senior positions in finance, operations and general
management at Kraft, Inc. He received a Bachelor of Business at the University
of Michigan, an MBA from DePaul University Graduate School of Business, and
attended the PMD (General Management) program at Harvard.

Richard M. Feldheimhas been a director of the Company since October 1995.
He served as a director, Secretary and Chief Financial Officer of LipoGenics
from July 1992 until October 1996. Mr. Feldheim has served as Chairman and
Co-Chief Executive Officer of Abbys, a restaurant chain in Oregon since 1991.
He was in private

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practice as a lawyer prior thereto, has previously been employed with
Goldman Sachs & Co.; Donaldson, Lufkin & Jenrette; J. Aron Company; and Price
Waterhouse, and was President of Norcap Financial Corporation. Mr. Feldheim
received a B.S., B.A., a Masters Degree in Accounting, and a J.D. from the
University of Arizona, as well as an L.L.M. in Taxation from New York
University. He is a Certified Public Accountant.

Todd A. Goergenhas been a member of the Board of Directors since July
2001. Mr. Goergen has been a Managing Member of Ropart Investments LLC, a
private investment partnership since 1998. From February 1999 to March 2000,
Mr. Goergen was the Director of Acquisitions and Corporate Development at Blyth
Industries, Inc. From 1994 to January 1999, he was an Associate/Analyst in the
Mergers and Acquisitions Group of Donaldson, Lufkin & Jenrette. Mr. Goergen
received his degree in Economics and Political Science in 1994 from Wake Forest
University.

Y.     Steve Henig, Ph.D.has been a member of the Board of Directors since
October 1995 and served as a director of LipoGenics from August 1992 until
October 1996. He has served as Senior Vice President of Technology and
Innovation for Ocean Spray Cranberries, Inc. since January 1999. He served as
Senior Vice President of Technology and Marketing Services for Hunt-Wesson,
Inc. from 1992 until December 1998. He joined Hunt-Wesson in 1983 as Vice
President of Research and Development. His previous position was Vice
President of Corporate Research & Development and Corporate Engineering for
Land OLakes, Inc. in Minneapolis, Minnesota. Prior to that he held positions
with Pillsbury Company and General Foods Corporation. Dr. Henig received his
Bachelor of Science Degree in Chemical Engineering and a Master of Science
Degree in Food and Biotechnology from the Technion-Israel Institute of
Technology. He earned his Ph.D. Degree in Food Science from Rutgers
University, New Brunswick, New Jersey.

William M. McCormickhas been a member of the Board of Directors since May
1996, and he currently serves as Chairman of the Executive Advisory Board of
Inverness Management, LLC. Mr. McCormick was President and Chief Executive
Officer of PennCorp Financial Group, Inc., a NYSE company, from 1990 to 1995
and was a director from 1990 until 1997. Prior thereto, Mr. McCormick was
employed by the American Express Company. His titles ranged from Senior Vice
President Finance, Systems & Operations of the American Express International
Banking Corporation to President of American Express Travel Related Services
Company. Mr. McCormick then spent five years as Chairman and CEO of Firemans
Fund Insurance. After graduating from Yale, Mr. McCormick spent his early
years in investment banking and management consulting with Donaldson, Lufkin &
Jenrette and McKinsey & Company, Inc., respectively.

Milton Okinhas been a member of the Board of Directors since October
1995. Mr. Okin has many years of diet and health food development experience,
having created Weight Watchers low calorie foods that he subsequently sold to
Weight Watchers International. Mr. Okin developed a unique all natural Vitamin
C from acerola berry grown in plantations in Puerto Rico and Florida. The
acerola operation was sold to Booker McConnell Ltd. of England in 1978. Mr.
Okin has owned and operated a chain of health food related retail stores
including outlets in Sears Roebuck and Company, and presently owns a mail order
vitamin and health products business in Hastings, N.Y. Mr. Okin is a
biochemist graduate of New York City College with graduate research at Mount
Sinai Hospital in lipids, cholesterol and vitamins.

Frederick B. Rentschlerhas been a member of the Board of Directors since
October 1995 and served as a director of LipoGenics from January 1993 until
October 1996. He is Chairman of the Board of the Salk Institute in La Jolla,
California. He serves on the board of directors and compensation committee of
International Game Technology, a NYSE company. He served as President and
Chief Executive Officer of Beatrice Companies from and is a director of Sibia
Neurosciences, Inc., a public company. He served as President and Chief
Executive Officer of Beatrice Companies from 1987 to 1990, having completed a
leveraged buyout of Beatrice Companies in 1986 with the firm of Kohlberg,
Kravis, Roberts & Company. Prior to Beatrice, Mr. Rentschler was employed as
President/Chief Executive Officer of Armour-Dial and subsequently had the same
responsibility at Hunt-Wesson. Following his retirement from Beatrice, he
served as President/Chief Executive Officer of Northwest Airlines. Mr.
Rentschlers current affiliations in addition to the Salk Institute include the
Board of Directors of Scottsdale Healthcare and the Advisory Board of Grocery
Outlet Inc. Mr. Rentschler received his B.A. in Economics and

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History from Vanderbilt University and MBA from Harvard Business School.
He was awarded a Doctor of Laws degree from The University of Wyoming in 1999.

Winston A. Salser, Ph.D.has served as a member of the Board of Directors
since October 1995, served as a director of LipoGenics from August 1992 until
October 1996 and is Chairman of Bionutrics Scientific Advisory Board. Dr.
Salser has been a Professor of Molecular Biology at the University of
California, Los Angeles since 1968. Dr. Salser was the founding President of
Amgen, Inc. and formed its Scientific Advisory Board. He received a B.S. from
the University of Chicago in physics, a Ph.D. from the Massachusetts Institute
of Technology in molecular biology, and was a Helen Hay Whitney Foundation
Postdoctoral Fellow.

Scientific Advisor

Dr. Winston A. Salser, a member of the Companys Board of Directors and a
Professor of Molecular Biology at the University of California, serves as
scientific advisor to the Company.

COMPLIANCE WITH SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act requires the Companys directors and
officers, and persons who own more than 10% of a registered class of the
Companys equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.

Based solely on the Companys review of the copies of such forms received
by it during the fiscal year ended October 31, 2001, and written
representations that no other reports were required, the Company believes that
each person who, at any time during such fiscal year, was a director, officer
or beneficial owner of more than 10% of the Companys common stock complied
with all Section 16(a) filing requirements during such fiscal year, except that
Mr. Goergen filed a late Form 3 covering his initial statement of beneficial
ownership.




ITEM 11. EXECUTIVE COMPENSATION

Summary of Cash and Other Compensation

The following table sets forth the total compensation earned for services
rendered in all capacities to the Company for the fiscal years ended October
31, 1999, 2000, and 2001 by the Companys Chief Executive Officer, and its
three most highly compensated executive officers whose aggregate cash
compensation exceeded $100,000 (together the Named Executive Officers).

SUMMARY COMPENSATION TABLE

|                                     |  |                     |      |           |  |          |         |        |  |     |         |            |  |              |   |                  |  |                        |   |              |  |  |        |  |  |   |       |    
|------------------------------------ |  | ------------------- | ---- | --------- |  | -------- | ------- | ------ |  | --- | ------- | ---------- |  | ------------ | - | ---------------- |  | ---------------------- | - | ------------ |  |  | ------ |  |  | - | ----- | ---
|                                     |  |                     |      |           |  |          |         |        |  |     |         |            |  |              |   |                  |  | Long-Term Compensation |   |              |  | 
|                                     |  |                     |      |           |  |          |         |        |  |     |         |            |  |              |   |                  |  |                        |   |              |  | 
|                                     |  | Annual Compensation |      | Awards    |  |          |         |       
|                                     |  |                     |      |           |  |          |         |       
|                                     |  |                     |      |           |  |          |         |        |  |     |         |            |  | Other Annual |   | Restricted Stock |  | Securities             |   | All Other   
|Name and                             |  |                     |      |           |  |          |         |        |  |     |         |            |  | Compensation |   | Award(s)         |  | Underlying             |   | Compensation
|Principal Position                   |  | Year                |      | Salary($) |  | Bonus($) |         | ($)(1) |  | ($) |         | Options(#) |  | ($)         
|                                     |  |                     |      |           |  |          |         |        |  |     |         |            |  |             
|Ronald H. Lane, Ph.D.                |  |                     | 2001 |           |  | $        | 202,947 | (2)    |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  | 91,000 |  |  | $ | 1,873 | (4)
|                                    
|                                    
|                                    
|                                    
|Chief Executive Officer              |  |                     | 2000 |           |  | $        | 202,947 |        |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  | 800    |  |  | $ | 2,500 | (4)
|                                    
|                                    
|                                    
|                                    
|and President                        |  |                     | 1999 |           |  | $        | 202,947 |        |  | $   | 100,000 | (3)        |  |              |  |                  |  |                        |  |              |  |  |       |  |  | $ | 7,308 | (4)
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|John R. Palmer                       |  |                     | 2001 |           |  | $        | 200,000 |        |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  |       |  |  | $ | 3,942 | (4)
|                                    
|                                    
|                                    
|                                    
|Chief Executive Officer and          |  |                     | 2000 |           |  | $        | 200,000 |        |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  |       |  |  | $ | 3,942 | (4)
|                                    
|                                    
|                                    
|                                    
|President of InCon
Technologies Inc. |  |                     | 1999 |           |  | $        | 200,000 | (5)    |  |     |         |            |  |              |  |                  |  |                        |  |              |  |  |       |  |  | $ | 4,631 | (4)
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|                                    
|Howard Schneider                     |  |                     | 2001 |           |  | $        | 150,000 | (6)    |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  |       |  |  | $ | 2,942 | (4)
|                                    
|                                    
|                                    
|                                    
|President, LipoGenics, Inc.          |  |                     | 2000 |           |  | $        | 150,000 |        |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  | 20,000 |  |  | $ | 4,500 | (4)
|                                    
|                                    
|                                    
|                                    
|                                     |  |                     | 1999 |           |  | $        | 150,000 |        |  |     |        |            |  |              |  |                  |  |                        |  |              |  |  |       |  |  | $ | 4,500 | (4)

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|                           |  |  |      |  |  |   |         |     |  |  |   |  |  |  |   |  |  |  |   |  |  |  |        |  |  |   |       |    
|-------------------------- |  |  | ---- |  |  | - | ------- | --- |  |  | - |  |  |  | - |  |  |  | - |  |  |  | ------ |  |  | - | ----- | ---
|Richard M. Mott(7)         |  |  | 2001 |  |  | $ | 104,000 | (8) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |  |  | $ | 2,040 | (4)
|                          
|                          
|                          
|                          
|VP and Director of Sales   |  |  | 2000 |  |  | $ | 104,000 |     |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 15,000 |  |  | $ | 3,120 | (4)
|                          
|                          
|                          
|                          
|Bionutrics Health Products |  |  | 1999 |  |  | $ | 104,000 |     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |       |  |  | $ | 3,120 | (4)



---

|(1) |  | Other annual compensation did not exceed the lesser of $50,000 or 10% of
the total salary and bonus for any of the Named Executive Officers except
as noted.                                                                                                                                                       
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Includes $70,000 of accrued compensation which was earned but unpaid as
of October 31, 2001. Of this amount, $55,000 was converted to a note
pursuant to the amended and restated consolidated multiple advance
non-revolving note between the Company and certain directors, a
stockholder and an unrelated party.
|   
|   
|   
|   
|(3) |  | Represents a bonus, which was payable one-half in cash in fiscal 2000
contingent upon receipt of $5,000,000 of new financing and the balance
through the issuance of 5,714 shares of common stock, which was issued
during fiscal 2000.                                                                            
|   
|   
|   
|   
|(4) |  | Represents contributions to a 401(k) plan.                                                                                                                                                                                                                                                                         
|   
|   
|   
|   
|(5) |  | Represents compensation paid by InCon Technologies, Inc. of $130,769,
which represents payments through June 1999, after which Mr. Palmers
compensation was paid by InCon Processing, LLC.                                                                                                                        
|   
|   
|   
|   
|(6) |  | Includes $52,000 of accrued compensation which was earned but unpaid as
of October 31, 2001.                                                                                                                                                                                                                       
|   
|   
|   
|   
|(7) |  | Mr. Mott became an executive officer in January 2001.                                                                                                                                                                                                                                                              
|   
|   
|   
|   
|(8) |  | Includes $36,000 of accrued compensation which was earned but unpaid as
of October 31, 2001.                                                                                                                                                                                                                       

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Option Grants

The following table represents the options granted to the Named Executive
Officers in the last fiscal year and the value of such options.

OPTION GRANTS IN LAST FISCAL YEAR

|               |  |                    |           |                     |  |             |     |            |  |                |      |                              |  |           |  |                            |         |  |  |   |         | 
|-------------- |  | ------------------ | --------- | ------------------- |  | ----------- | --- | ---------- |  | -------------- | ---- | ---------------------------- |  | --------- |  | -------------------------- | ------- |  |  | - | ------- | 
|               |  | Individual Grants  |           |                     |  |             |     |            |  |               
|               |  |                    |           |                     |  |             |     |            |  |               
|               |  |                    |           |                     |  |             |     |            |  |                |      |                              |  |           |  | Potential Realizable Value
|               |  |                    |           |                     |  |             |     |            |  |                |      |                              |  |           |  | at Assumed Annual Rates of
|               |  | Number of          |           | % of Total Options  |  |             |     |            |  |                |      | Stock Price Appreciation for
|               |  | Securities         |           | Granted to          |  | Exercise or |     |            |  | Option Term(2)
|               |  | Underlying Options |           | Employees in Fiscal |  | Base Price  |     | Expiration |  |               
|               |  | Granted(#)         |           | Year                |  | ($/Sh)      |     | Date       |  | 5% ($)         |      | 10% ($)                     
|               |  |                    |           |                     |  |             |     |            |  |                |      |                             
|Ronald H. Lane |  |                    | 91,000(1) |                     |  |             | 76% |            |  | $              | 5.00 |                              |  | 3/21/2006 |  | $                          | 125,700 |  |  | $ | 277,780 | 



---

|(1) |  | Of the 91,000 options granted, 1000 were fully vested upon grant, the
remaining 90,000 options vest one-third after the first year, one-third
after the second year, and one-third after the third year.                                                                                                                                                                                                                                                
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Calculated from a base price equal to the exercise price of each option,
which was the fair market value of the common stock on the date of grant.
Potential gains are net of the exercise price. The amounts represent only
certain assumed rates of appreciation. Actual gains, if any, on stock
option exercises and common stock holdings cannot be predicted, and there
can be no assurance that the gains set forth on the table will be
achieved.

Option Holdings

The following table represents certain information respecting the options
held by the Named Executive Officers.

OPTION HOLDINGS AS OF OCTOBER 31, 2001

|                      |  |                                |        |                           |  |             |        |               |  |   |   |  |  |   |   | 
|--------------------- |  | ------------------------------ | ------ | ------------------------- |  | ----------- | ------ | ------------- |  | - | - |  |  | - | - | 
|                      |  | Number of Securities           |        | Value of Unexercised     
|                      |  | Underlying Unexercised         |        | In-the-Money Options     
|                      |  | Options at Fiscal Year-End (#) |        | at Fiscal Year-End ($)(1)
|                      |  |                                |        |                          
|Name                  |  | Exercisable                    |        | Unexercisable             |  | Exercisable |        | Unexercisable
|                      |  |                                |        |                           |  |             |        |              
|Ronald H. Lane, Ph.D. |  |                                | 1,800  |                           |  |             | 90,000 |               |  | $ | 0 |  |  | $ | 0 | 
|                     
|                     
|                     
|                     
|John R. Palmer        |  |                                | 20,000 |                           |  |             | 0      |               |  |   | 0 |  |  |   | 0 | 
|                     
|                     
|                     
|                     
|Howard Schneider      |  |                                | 33,333 |                           |  |             | 6,667  |               |  |   | 0 |  |  |   | 0 | 
|                     
|                     
|                     
|                     
|Richard M. Mott       |  |                                | 15,000 |                           |  |             | 5,000  |               |  |   | 0 |  |  |   | 0 | 



---

|(1) |  | None of the unexercised options listed had any value at fiscal year-end,
because the exercise prices of all of the options held by the listed
officers were greater than $2.93, which was the closing price of the
common stock as quoted on the OTC Bulletin Board on October 31, 2001.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Director Compensation and Other Information

The Company pays all of its Board members reimbursement for expenses for
each Board meeting attended. Options for 1,000 shares of common stock
exercisable at $5.00 were granted to each existing member of the Board of
Directors during the fiscal year ended October 31, 2001. During fiscal year
2001, Mr. McCormick was granted

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options to purchase 20,000 shares of common stock at $5.00 per share for
services rendered to the Company. These options vested on December 1, 2001.

Employment Agreements

As of June 25, 1999, the Company entered into an Employment Agreement with
Mr. John R. Palmer that superceded, in its entirety, the 1997 Employment
Agreement previously executed. The new agreement was entered into in
connection with formation of InCon Processing, LLC (InCon Processing), and
was assumed by InCon Processing effective January 1, 2000. The Employment
Agreement will expire at the end of August, 2004.

The Employment Agreement provides for a base salary of $200,000. It
further grants to Mr. Palmer, continued participation in the Companys 1996
Stock Option Plan pursuant to which Mr. Palmer currently has options to acquire
20,000 shares of the Companys common stock, and entitles Mr. Palmer to
participate in any other generally available benefit programs. Mr. Palmer will
also receive incentive compensation based on the profitability of InCon
Processing pursuant to an annual incentive plan and a bonus payable at the
expiration of the agreement.

The Employment Agreement contains certain restrictive covenants pursuant
to which Mr. Palmer has agreed not to compete with the Company for a period of
two years or to solicit any clients or employees of the Company for a period of
three years after his employment ceases. In the event that Mr. Palmers
agreement is terminated without cause, as such term is defined in the
Employment Agreement, Mr. Palmer will be entitled to a severance payment in an
amount equal to his base salary, payable monthly for a period of 24 months. In
the event that the agreement is terminated for cause, Mr. Palmer will not be
entitled to any severance or continued benefits under the Agreement.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended October 31, 2001, the Companys Compensation
Committee consisted of Messrs. Frederick B. Rentschler and Y. Steve Henig. Mr.
Rentschler has loaned the Company $25,000 under the amended and restated
consolidated multiple advance non-revolving note.




ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to
beneficial ownership of the common stock on February 12, 2002 by: (i) each
director; (ii) the Named Executive Officers (as defined herein) set forth in
the Summary Compensation Table under Item 11; (iii) all directors and executive
officers of the Company as a group; and (iv) each person known by the Company
to be the beneficial owner of more than five percent of the common stock.

|                                        |  |              |         |         |  |  |      |  
|--------------------------------------- |  | ------------ | ------- | ------- |  |  | ---- | -
|                                        |  | Amount       |         |         |  | 
|                                        |  | Beneficially |         |         |  | 
|Name of Beneficial Owner                |  | Owned(1)(2)  |         | Percent
|                                       
|Directors and Named Executive Officers: |  |              |         |         |  |  |      |  
|                                       
|                                       
|                                       
|                                       
|                                        |  |              |         |         |  |  |      |  
|                                       
|                                       
|                                       
|                                       
|Ronald H. Lane, Ph.D.(3)                |  |              | 692,635 |         |  |  | 15.8 | %
|                                       
|                                       
|                                       
|                                       
|John R. Palmer(4)                       |  |              | 62,075  |         |  |  | 1.4  |  
|                                       
|                                       
|                                       
|                                       
|Howard Schneider(5)                     |  |              | 33,333  |         |  |  | *    |  
|                                       
|                                       
|                                       
|                                       
|Richard Mott(6)                         |  |              | 15,000  |         |  |  | *    |  
|                                       
|                                       
|                                       
|                                       
|Richard M. Feldheim(7)                  |  |              | 157,729 |         |  |  | 3.6  |  
|                                       
|                                       
|                                       
|                                       
|Daniel S. Antonelli(8)                  |  |              | 464,201 |         |  |  | 10.7 |  
|                                       
|                                       
|                                       
|                                       
|Y. Steve Henig, Ph.D.(9)                |  |              | 2,200   |         |  |  | *    |  
|                                       
|                                       
|                                       
|                                       
|Todd Goergen.(10)                       |  |              | 179,000 |         |  |  | 4.1  |  
|                                       
|                                       
|                                       
|                                       
|William M. McCormick(11)                |  |              | 254,534 |         |  |  | 5.6  |  

6



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##### Table of Contents



|                                                         |  |  |           |  |  |  |      |  
|-------------------------------------------------------- |  |  | --------- |  |  |  | ---- | -
|Milton Okin(12)                                          |  |  | 229,420   |  |  |  | 5.1  |  
|                                                        
|                                                        
|                                                        
|                                                        
|Frederick B. Rentschler(13)                              |  |  | 39,419    |  |  |  | *    |  
|                                                        
|                                                        
|                                                        
|                                                        
|Winston A. Salser, Ph.D.(14)                             |  |  | 181,606   |  |  |  | 4.2  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |  |  |           |  |  |  |      |  
|                                                        
|                                                        
|                                                        
|                                                        
|Executive officers and directors as a group
(12 persons) |  |  | 2,311,153 |  |  |  | 49.5 | %
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |  |  |           |  |  |  |      |  
|                                                        
|                                                        
|                                                        
|                                                        
|Other 5% Stockholders:                                   |  |  |           |  |  |  |      |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         |  |  |           |  |  |  |      |  
|                                                        
|                                                        
|                                                        
|                                                        
|ACH Food Companies, Inc.(15)                             |  |  | 460,001   |  |  |  | 10.6 |  



---

|*    |  | Denotes less than a 1% interest in the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(1)  |  | Except as indicated, and subject to community property laws when
applicable, the persons named in the table above have sole voting and
investment power and with respect to all shares of common stock shown as
beneficially owned by them.                                                                                                                                                                                                                                                                                                                      
|    
|    
|    
|    
|(2)  |  | Includes shares of common stock issuable to the identified person
pursuant to stock options or warrants that may be exercised within 60 days
after February 12, 2002. In calculating the percentage of ownership, such
shares are deemed to be outstanding for the purpose of computing the
percentage of shares of common stock owned by such person, but are not
deemed to be outstanding for the purpose of computing the percentage of
shares of common stock owned by any other stockholders.                                                               
|    
|    
|    
|    
|(3)  |  | Represents shares held of record by R.H. Lane Limited Partnership of
which Dr. Lane is a general partner. He shares voting power over these
shares with Richard M. Feldheim, a general partner. Dr. Lane disclaims
beneficial ownership of 60,000 shares held by such partnership for the
benefit of other partners and 180,000 shares held by the partnership for
the benefit of his wife. Includes 31,800 shares of common stock issuable
upon exercise of stock options.                                                                                      
|    
|    
|    
|    
|(4)  |  | Includes 36,000 shares held of record by Bali Holdings LLC, a company of
which Mr. Palmer is one of three members. Also includes 20,000 shares of
common stock issuable upon exercise of stock options.                                                                                                                                                                                                                                                                                                                                                          
|    
|    
|    
|    
|(5)  |  | Represents 33,333 shares of common stock issuable upon exercise of stock
options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|    
|    
|    
|(6)  |  | Represents 15,000 shares of common stock issuable upon exercise of stock
options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|    
|    
|    
|(7)  |  | Includes 3,966 shares held of record by Abbys, Inc., a corporation
controlled by Mr. Feldheim, and 151,563 shares held of record by the R. M.
Feldheim Limited Partnership of which Mr. Feldheim is the general partner.
Does not include 653,638 shares held by R.H. Lane Limited Partnership for
the benefit of other partners. He shares voting power over the shares
held by Abbys, Inc. and R.H. Lane Limited Partnership. Includes 2,200
shares of common stock issuable upon exercise of stock options.                                                 
|    
|    
|    
|    
|(8)  |  | Represents 460,001 shares of common stock held by ACH Food Companies,
Inc. of which Mr. Antonelli disclaims beneficial ownership. Mr. Antonelli
is the President and CEO of ACH Food Companies, Inc. Includes 4,200
shares of common stock issuable upon exercise of stock options.                                                                                                                                                                                                                                                                              
|    
|    
|    
|    
|(9)  |  | Represents 2,200 shares of common stock issuable upon exercise of stock
options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|    
|    
|    
|(10) |  | Includes 1,000 shares held by The Goergen Foundation, of which Mr.
Goergen is a director, and 4,000 shares held in a trust for the benefit of
Mr. Goergen, Harold Finn III, Trustee. Also includes 150,000 shares held
by Ropart Investments, LLC, of which Mr. Goergen is managing member, and
as to which he disclaims beneficial ownership except to the extent that
his individual interest in such shares arises from his interest in such
entity. Includes 24,000 shares of common stock issuable upon exercise of
warrants held by Ropart Investments LLC.
|    
|    
|    
|    
|(11) |  | Includes 140,000 shares issuable upon exercise of warrants. Also
includes 10,000 shares held by Mr. McCormicks wife and 5,000 shares held
by Mr. McCormicks minor children, of which shares he disclaims beneficial
ownership. Also includes 42,200 shares of common stock issuable upon
exercise of stock options.                                                                                                                                                                                                                                            
|    
|    
|    
|    
|(12) |  | Includes 2,200 shares of common stock issuable upon exercise of stock
options and 118,370 shares of common stock issuable upon conversion of the
Series A Convertible Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                           
|    
|    
|    
|    
|(13) |  | The shares are held of record by the Frederick B. Rentschler Trust.
Includes 2,200 shares of common stock issuable upon exercise of stock
options.                                                                                                                                                                                                                                                                                                                                                                                                               

7



---



##### Table of Contents



|(14) |  | Includes 22,860 shares held by the Salser Partnerships Nos. 1, 2, and 3.
Mr. Salser shares voting power with respect to these shares with other
family members. Also includes 2,200 shares of common stock issuable upon
exercise of stock options.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(15) |  | Represents 460,001 shares of common stock. The address of ACH Food
Companies, Inc. is 7171 Goodlett Farms Parkway, Memphis, Tennessee 38018.                                                                                                       




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the merger of a subsidiary of Nutrition Technology with
InCon on October 31, 1997, the Company issued a total of 280,000 shares of
restricted common stock to the sole shareholder of InCon, a limited liability
company one of whose members is John R. Palmer, an executive officer of the
Company. Mr. Palmer has a beneficial interest in 36,000 of such shares. The
Company is currently in negotiations for the surrender of a portion of the
280,000 shares issued to the sole shareholder of InCon in exchange for the
release of certain obligations the party had to the Company in connection with
the aforementioned merger. Also in connection with the merger, the Company
acquired certain business opportunities and by license agreement certain
technology of entities related to InCon. Under such license agreement, an
affiliate of Mr. Palmer is entitled to royalties for the greater of five years
or four years after the start of commercial production of the initial product.
Pursuant to his employment agreement, he is entitled to incentive compensation
keyed to excess profits of InCon Processing. Mr. Palmer has a controlling
interest in a partnership from which the Company leased its Batavia, Illinois
facility until June 25, 1999, which was subsequently assigned to InCon
Processing. Payments under the lease were $161,096 for fiscal 2001.

On December 29, 1999, and June 19, 2000, Mr. Milt Okin extended unsecured
loans to the Company in the amounts of $500,000, and $250,000, respectively,
with interest at 9.5% per annum. On October 27, 2000, the Company agreed to
issue 591,850 shares of its Series A Convertible Preferred Stock as
consideration for the cancellation of the loans, including $48,998 of accrued
interest. The preferred shares have an annual cumulative dividend of $0.108
per share, a liquidation rate of $1.35 per share and each share is convertible
to one-fifth share of common stock on or after October 27, 2001. The preferred
shares are also redeemable by the Company at any time at $1.35 per share.
These preferred shares were issued on December 6, 2000.

On October 30, 2000, the Company agreed to issue 60,000 shares of its
common stock to ACH as consideration for the release of certain contingent
obligations under the Master Formation Agreement and Members Agreement related
to the formation of their 50/50 joint venture, InCon Processing. These shares
were issued on December 14, 2000.

On October 30, 2000, the Company issued 400,000, one year warrants with an
exercise price of $10.00 to ACH. These warrants were issued to effectively
extend the exercise period for the original warrants issued to ACH that expired
August 14, 2000, as the Company wished to extend the period during which ACH
may obtain an additional equity interest in the Company. These warrants
expired unexercised on October 30, 2001.

Effective December 20, 2000, the Company entered into a Common Stock
Purchase Agreement (the Agreement) for the future issuance and purchase of
shares of the Companys common stock. This new Agreement is with Ropart
Investments LLC, of which Todd A. Goergen, a director of Bionutrics, is also a
managing member. The Agreement establishes what is sometimes termed as an
equity line of credit or an equity draw down facility. The Agreement permits
the Company to sell up to an aggregate of 100,000 shares at $5.00 per share,
based on a minimum investment amount of $100,000 and a maximum investment
amount of $500,000. The period during which the Company can make such sales
begins December 20, 2000 and terminates December 31, 2001. In lieu of a
minimum draw down commitment by the Company, the Company has issued a
three-year warrant for the purchase of 14,000 shares of common stock at an
exercise price of $5.00 per share. In addition, three-year warrants will be
issued in connection with each draw down for the purchase of a number of shares
equal to 10 percent of the shares purchased at such draw down. In the event
the Company does not exercise its right to fully draw down under this
Agreement, then on the Termination date, Investor shall have the right to
purchase up to 20,000 shares of common stock at $5.00 per share, such number of
shares together with shares purchased pursuant to draw downs not to exceed
100,000 shares of common stock. In connection with the Agreement, the Company
amended the January 28,

8



---



##### Table of Contents



1999 warrant agreement for the purchase of 50,000 shares of the Companys
common stock at $10.00 per share. The original expiration date of December 31,
2000 was extended one year to December 31, 2001. These warrants expired
unexercised on December 31, 2001. In connection with the issuance of the
100,000 shares of common stock under this agreement, the Company also issued
warrants to purchase 6,000 and 4,000 shares of common stock at an exercise
price of $5.00 per share in January and April 2001, respectively.

On March 21, 2001, the Company issued 20,000 options to purchase common
stock at an exercise price of $5.00 to William McCormick, a director, as
consideration for services rendered and to be rendered to the Company. These
five-year options became fully vested on December 1, 2001.

In October 2001, the Company executed an amended and restated consolidated
multiple advance non-revolving note to borrow up to $700,000 from certain
directors, a stockholder and an unrelated party. The amount borrowed on
October 31, 2001 was $583,000. The note agreement requires a fixed interest
payment of $140,000 if the full $700,000 is borrowed, which results in an
effective interest rate of 36.5 percent. The note payable is secured by the
assets of the Company. The note was payable in full on January 2, 2002 and is
convertible, at the option of the lenders, into shares of the Companys common
stock at the rate of $1.00 per share. On January 30, 2002, the note was
amended to increase the amount that can be borrowed to $860,000, the fixed
interest payment to $172,000 if the full $860,000 is borrowed, and to extend
the due date to March 1, 2002. As of February 22, 2002, the amount borrowed
under the note was $854,500.

In November 2001, the Company issued 100,000 options to purchase common
stock at an exercise price of $1.00 to Todd Goergen, a director, as
consideration for services rendered to the Company. These five year options
become fully vested upon the close of the stock purchase agreement between the
Company and Healthstar Holdings, LLC.

All future transactions, including any loans from the Company to its
officers or directors, will be approved by a majority of the Board of
Directors, including a majority of the disinterested members of the Board of
Directors, and will be on terms no less favorable to the Company than can be
obtained from unaffiliated third parties.

9



---



##### Table of Contents






PART IV




ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

|    |  |           |  |                                                                                                                                                                                                                                                 
|--- |  | --------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) |  | Exhibits: |  |                                                                                                                                                                                                                                                 
|   
|   
|   
|   
|    |  | 3.1       |  | Restated Articles of Incorporation (1)                                                                                                                                                                                                          
|   
|   
|   
|   
|    |  | 3.2       |  | Articles of Amendment to the Articles of Incorporation (1)                                                                                                                                                                                      
|   
|   
|   
|   
|    |  | 3.3       |  | Bylaws (1)                                                                                                                                                                                                                                      
|   
|   
|   
|   
|    |  | 4.1       |  | Form of Certificate evidencing shares of common stock (1)                                                                                                                                                                                       
|   
|   
|   
|   
|    |  | 10.1      |  | Option granted to Hunt-Wesson, Inc. by LipoGenics, Inc., dated
July 1992 (1)                                                                                                                                                                    
|   
|   
|   
|   
|    |  | 10.2      |  | Agreement dated October 1995 between the Company and Milton
Okin, Kenneth Okin, Robert Okin and Nicki Closset and
Amendment to Agreement dated October 1995 (1)                                                                                 
|   
|   
|   
|   
|    |  | 10.3      |  | Agreement between the Company and C. Everett Koop for the
purchase of 4,000 shares of common stock and the issuance of
36,000 options dated October 1995 (1)                                                                                    
|   
|   
|   
|   
|    |  | 10.4      |  | Additional Secured Loan Agreement dated March 1996 between the
Company and Milton Okin (1)                                                                                                                                                      
|   
|   
|   
|   
|    |  | 10.6      |  | Stock Purchase Agreements dated September 16, 1996 and October
31, 1996 between the Company and Spanswick Limited(1)                                                                                                                            
|   
|   
|   
|   
|    |  | 10.7      |  | 1996 Stock Option Plan, as amended through March 26, 1998 (7)                                                                                                                                                                                   
|   
|   
|   
|   
|    |  | 10.8      |  | Form of Stock Purchase Agreement and Subscription Application
entered into between the Company and certain European
investors in January and March 1997 pursuant to Regulation S
(3)                                                            
|   
|   
|   
|   
|    |  | 10.9      |  | Form of Stock Purchase Agreement entered into between the
Company and an institutional investor in September 1997 (3)                                                                                                                           
|   
|   
|   
|   
|    |  | 10.10     |  | Form of Stock Purchase Agreement and Note between the Company
and two overseas investors in October 1997 (3)                                                                                                                                    
|   
|   
|   
|   
|    |  | 10.11     |  | Employment Agreement between the Registrant and John R. Palmer
(3)                                                                                                                                                                              
|   
|   
|   
|   
|    |  | 10.13     |  | Agreement and Plan of Merger by and among InCon Technologies,
Inc., InCon Holdings, LLC, Bionutrics, Inc. and BNRX, Inc.(2)                                                                                                                     
|   
|   
|   
|   
|    |  | 10.14     |  | Stock Purchase Agreement dated as of August 14, 1998, between
the Registrant and AC HUMKO CORP.(4)                                                                                                                                              
|   
|   
|   
|   
|    |  | 10.15     |  | Warrant Agreement dated as of August 14, 1998, between the
Registrant and AC HUMKO CORP.(4)                                                                                                                                                     
|   
|   
|   
|   
|    |  | 10.16     |  | Technology Agreement dated as of August 14, 1998, between AC
HUMKO CORP. and Bionutrics Entities (filed in redacted format
pursuant to a confidential treatment request) (5)                                                                    
|   
|   
|   
|   
|    |  | 10.17     |  | Exclusive Supply Agreement dated as of August 14, 1998,
between AC HUMKO CORP. and Bionutrics Entities (filed in
redacted format pursuant to a confidential treatment request)
(5)                                                              
|   
|   
|   
|   
|    |  | 10.19     |  | Form of Asset Purchase Agreement dated as of October 1998
between AC HUMKO CORP. and Bionutrics Entities (6)                                                                                                                                    
|   
|   
|   
|   
|    |  | 10.20     |  | Warrant Agreement for the purchase of 20,000 shares of common
stock between the Company and William M. McCormick dated
August 7, 1998 (7)                                                                                                       
|   
|   
|   
|   
|    |  | 10.21     |  | Warrant Agreement for the purchase of 120,000 shares of common
stock between the Company and William M. McCormick dated
August 7, 1998 (7)                                                                                                      
|   
|   
|   
|   
|    |  | 10.22     |  | Stock Purchase Agreement and Common Stock Purchase Warrants
dated January 28, 1999 between Ropart Investments, LLC and the
Company (8)                                                                                                          
|   
|   
|   
|   
|    |  | 10.23     |  | Warrant Certificates dated April 27, 1999 issued to Gary J.
Shemano, Mart Bailey and Michael Jacks for an aggregate of
20,000 shares of common stock and Warrant Agreement effective
April 9, 1998 between The Shemano Group and the Company (8)

10



---



##### Table of Contents



| |  |       |  |                                                                                                                                                                                                                                                                                  
| |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  | 10.24 |  | Master Formation Agreement for InCon Processing, LLC among AC
HUMKO CORP., InCon Technologies, Inc., InCon International,
Inc., Nutrition Technology Corp., and Bionutrics, Inc., dated
June 25, 1999 (filed in redacted format pursuant to a
confidential treatment request) (9)
|
|
|
|
| |  | 10.25 |  | Members Agreement for InCon Processing, LLC, between AC HUMKO
CORP. and InCon Technologies, Inc., dated June 5, 1999 (filed
in redacted format pursuant to a confidential treatment
request) (9)                                                                                 
|
|
|
|
| |  | 10.26 |  | First Amendment to Agreement for Purchase and Sale of Assets
(9)                                                                                                                                                                                                                 
|
|
|
|
| |  | 10.27 |  | Warrant Agreement for the purchase of 6,000 shares of common
stock between the Company and IK Biotech, Inc. dated as of
March 19, 1998.                                                                                                                                          
|
|
|
|
| |  | 10.28 |  | Warrant Agreement for the purchase of 20,000 shares of common
stock between the Company and Cameron Associates Inc. dated as
of November 23, 1998.                                                                                                                               
|
|
|
|
| |  | 10.29 |  | Promissory note for $500,000 dated December 22, 1999 between
Milton Okin and the Company (10)                                                                                                                                                                                    
|
|
|
|
| |  | 10.30 |  | Common Stock Purchase Agreement dated September 7, 2000
between the Company and Justicia Holdings Limited (11)                                                                                                                                                                   
|
|
|
|
| |  | 10.31 |  | Registration Rights Agreement dated September 7, 2000 between
the Company and Justicia Holdings Limited (11)                                                                                                                                                                     
|
|
|
|
| |  | 10.32 |  | Escrow Agreement dated September 7, 2000 among the Company,
Justicia Holdings Limited and Epstein, Becker & Green P.C.
(11)                                                                                                                                                      
|
|
|
|
| |  | 10.33 |  | Form of Stock Purchase Warrant pursuant to Common Stock
Purchase Agreement dated September 7, 2000 (11)                                                                                                                                                                          
|
|
|
|
| |  | 10.34 |  | Promissory note for $250,000 dated June 19, 2000 between
Milton Okin and the Company                                                                                                                                                                                             
|
|
|
|
| |  | 10.35 |  | Common Stock Purchase Agreement dated September 20, 2000
between the Company and AMRO International, S.A. (12)                                                                                                                                                                   
|
|
|
|
| |  | 10.36 |  | Registration Rights Agreement dated September 20, 2000 between
the Company and AMRO International, S.A. (12)                                                                                                                                                                     
|
|
|
|
| |  | 10.37 |  | Escrow Agreement dated September 20, 2000 among the Company,
AMRO International, S.A. and Epstein, Becker & Green P.C. (12)                                                                                                                                                      
|
|
|
|
| |  | 10.38 |  | Warrant Agreement for the purchase of 10,000 shares of common
stock dated September 20, 2000 between the Company and AMRO
International, S.A. (12)                                                                                                                               
|
|
|
|
| |  | 10.39 |  | Common Stock Purchase Agreement dated October 25, 2000 between
the Company and Tamarack International Limited (12)                                                                                                                                                               
|
|
|
|
| |  | 10.40 |  | Warrant Agreement for the purchase of 10,000 shares of common
stock dated October 25, 2000 between the Company and Tamarack
International Limited (12)                                                                                                                           
|
|
|
|
| |  | 10.41 |  | Series A Convertible Preferred Stock Acquisition Agreement
dated October 27, 2000 between the Company and Milton Okin
(12)                                                                                                                                                       
|
|
|
|
| |  | 10.42 |  | Common Stock Acquisition Agreement dated October 28, 2000
between the Company and Macropower Development Limited (12)                                                                                                                                                            
|
|
|
|
| |  | 10.43 |  | First Modification to the Master Formation Agreement for InCon
Processing, LLC, entered into October 30, 2000 among ACH Food
Companies, Inc. (formerly AC HUMKO CORP.), InCon Technologies,
Inc., InCon International, Inc., Nutrition Technology Corp.
and Bionutrics, Inc. (12)
|
|
|
|
| |  | 10.44 |  | First Modification to the Members Agreement for InCon
Processing, LLC, entered into October 30, 2000 among ACH Food
Companies, Inc. (formerly AC HUMKO CORP.), InCon Technologies,
Inc. and Bionutrics, Inc. (12)                                                                
|
|
|
|
| |  | 10.45 |  | Common Stock Acquisition Agreement dated October 30, 2000
between the Company and ACH Food Companies, Inc. (formerly AC
HUMKO CORP.) (12)                                                                                                                                        
|
|
|
|
| |  | 10.46 |  | Warrant Agreement for the purchase of 400,000 shares of common
stock dated October 30, 2000 between the Company and ACH Food
Companies, Inc. (formerly AC HUMKO CORP.) (12)                                                                                                      
|
|
|
|
| |  | 10.47 |  | Common Stock Purchase Agreement dated December 20, 2000 by and
between the Company and Ropart Investments, LLC (12)                                                                                                                                                              

11



---



##### Table of Contents



| |  |       |  |                                                                                                                                                 
| |  | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|
| |  | 10.48 |  | Warrant Agreement for the purchase of 14,000 shares of common
stock dated December 20, 2000 between the Company and Ropart
Investments, LLC (12)
|
|
|
|
| |  | 10.49 |  | Stock Purchase Agreement dated August 23, 2001 between
Pharmaceutical Marketing Brands, Inc. and Bionutrics, Inc.
(13)                          
|
|
|
|
| |  | 10.50 |  | Amended and Restated Consolidated Multiple Advance
Non-Revolving Note, dated October 26, 2001(14)                                               
|
|
|
|
| |  | 10.51 |  | Amended and Restated Loan and Stock Pledge Agreement (14)                                                                                       
|
|
|
|
| |  | 10.52 |  | Amended and Restated Security Agreement (14)                                                                                                    
|
|
|
|
| |  | 10.53 |  | Amendment No. 1 to Stock Purchase Agreement effective as of
August 23, 2001, executed as of October 5, 2001 (14)                                
|
|
|
|
| |  | 10.54 |  | Amendment No. 2 to Stock Purchase Agreement, dated as of
October 31, 2001 (14)                                                                  
|
|
|
|
| |  | 21    |  | Subsidiaries of the Company (15)                                                                                                                
|
|
|
|
| |  | 23    |  | Consent of Deloitte & Touche, LLP                                                                                                               



---

|(1)  |  | Incorporated by reference to Registrants Form 10 filed with
the Commission on or about January 21, 1997.                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(2)  |  | Incorporated by reference to Registrants Form 8-K filed
with the Commission on or about November 7, 1997, as amended by
Registrants Form 8-K/A filed with the Commission on or about
January 30, 1998.  
|    
|    
|    
|    
|(3)  |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about January 15, 1998, as amended by
Registrants Form 10-K/A filed with the Commission on or about
January 30, 1998.
|    
|    
|    
|    
|(4)  |  | Incorporated by reference to Registrants Form 8-K filed
with the Commission on or about August 31, 1998.                                                                                                 
|    
|    
|    
|    
|(5)  |  | Incorporated by reference to Registrants Form 8-K/A filed
with the Commission on or about October 13, 1998.                                                                                              
|    
|    
|    
|    
|(6)  |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about October 21, 1998.                                                                                                
|    
|    
|    
|    
|(7)  |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about January 29, 1999.                                                                                               
|    
|    
|    
|    
|(8)  |  | Incorporated by reference to Registrants Second Quarter Form
10-Q filed with the Commission on or about June 10, 1999.                                                                                   
|    
|    
|    
|    
|(9)  |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about July 12, 1999.                                                                                                   
|    
|    
|    
|    
|(10) |  | Incorporated by reference to Registrants First Quarter Form
10-Q filed with the Commission on or about March 15, 2000.                                                                                   
|    
|    
|    
|    
|(11) |  | Incorporated by reference to Registrants Third Quarter Form
10-Q filed with the Commission on or about September 13, 2000.                                                                               
|    
|    
|    
|    
|(12) |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about January 17, 2001.                                                                                               

12



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##### Table of Contents



|(13) |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about August 23, 2001.  
|---- |  | -----------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(14) |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about November 9, 2001. 
|    
|    
|    
|    
|(15) |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about February 1, 2002.



|(b) |  | Financial Statements filed as part of this Report:
|--- |  | --------------------------------------------------



| |                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Consolidated Financial Statements and Supplemental Schedules as
listed in the Index to Consolidated Financial Statements on Page F-1 of
Registrants Form 10-K filed February 1, 2002.



|(c) |  | Reports on Form 8-K:
|--- |  | --------------------



| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Form 8-K filed October 5, 2001 regarding an amendment to the stock
purchase agreement dated August 23, 2001 with Pharmaceutical Marketing
Brands, Inc.                                                                                                  
|
| | Form 8-K filed November 9, 2001 regarding amendments no. 1 and no. 2
to the stock purchase agreement dated August 23, 2001 with Pharmaceutical
Marketing Brands, Inc., which assigned its interest effective August 23,
2001 to Healthstar Holdings LLC.



|(d) |  | Financial Statement Schedules:
|--- |  | ------------------------------



| |                                  
| | ---------------------------------
| | Valuation and Qualifying Accounts

13



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##### Table of Contents






SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Form 10-K/A to be signed
on its behalf by the undersigned, thereunto duly authorized.

|                        |  |                  |  |                                                                                                       
|----------------------- |  | ---------------- |  | ------------------------------------------------------------------------------------------------------
|                        |  | BIONUTRICS, INC.
|                       
|                       
|                       
|                       
|                        |  |                  |  |                                                                                                       
|                       
|                       
|                       
|                       
|Date: February 26, 2002 |  | By:              |  | /s/ Ronald H. Lane

Ronald H. Lane
President and Chief Executive Officer
(Principal Executive Officer)

14



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##### Table of Contents






Exhibit Index

|          |  |                                                                                                                                                                                                                                                 
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits: |  |                                                                                                                                                                                                                                                 
|          |  |                                                                                                                                                                                                                                                 
|3.1       |  | Restated Articles of Incorporation (1)                                                                                                                                                                                                          
|         
|         
|         
|         
|3.2       |  | Articles of Amendment to the Articles of Incorporation (1)                                                                                                                                                                                      
|         
|         
|         
|         
|3.3       |  | Bylaws (1)                                                                                                                                                                                                                                      
|         
|         
|         
|         
|4.1       |  | Form of Certificate evidencing shares of common stock (1)                                                                                                                                                                                       
|         
|         
|         
|         
|10.1      |  | Option granted to Hunt-Wesson, Inc. by LipoGenics, Inc., dated
July 1992 (1)                                                                                                                                                                    
|         
|         
|         
|         
|10.2      |  | Agreement dated October 1995 between the Company and Milton
Okin, Kenneth Okin, Robert Okin and Nicki Closset and
Amendment to Agreement dated October 1995 (1)                                                                                 
|         
|         
|         
|         
|10.3      |  | Agreement between the Company and C. Everett Koop for the
purchase of 4,000 shares of common stock and the issuance of
36,000 options dated October 1995 (1)                                                                                    
|         
|         
|         
|         
|10.4      |  | Additional Secured Loan Agreement dated March 1996 between the
Company and Milton Okin (1)                                                                                                                                                      
|         
|         
|         
|         
|10.6      |  | Stock Purchase Agreements dated September 16, 1996 and October
31, 1996 between the Company and Spanswick Limited(1)                                                                                                                            
|         
|         
|         
|         
|10.7      |  | 1996 Stock Option Plan, as amended through March 26, 1998 (7)                                                                                                                                                                                   
|         
|         
|         
|         
|10.8      |  | Form of Stock Purchase Agreement and Subscription Application
entered into between the Company and certain European
investors in January and March 1997 pursuant to Regulation S
(3)                                                            
|         
|         
|         
|         
|10.9      |  | Form of Stock Purchase Agreement entered into between the
Company and an institutional investor in September 1997 (3)                                                                                                                           
|         
|         
|         
|         
|10.10     |  | Form of Stock Purchase Agreement and Note between the Company
and two overseas investors in October 1997 (3)                                                                                                                                    
|         
|         
|         
|         
|10.11     |  | Employment Agreement between the Registrant and John R. Palmer
(3)                                                                                                                                                                              
|         
|         
|         
|         
|10.13     |  | Agreement and Plan of Merger by and among InCon Technologies,
Inc., InCon Holdings, LLC, Bionutrics, Inc. and BNRX, Inc.(2)                                                                                                                     
|         
|         
|         
|         
|10.14     |  | Stock Purchase Agreement dated as of August 14, 1998, between
the Registrant and AC HUMKO CORP.(4)                                                                                                                                              
|         
|         
|         
|         
|10.15     |  | Warrant Agreement dated as of August 14, 1998, between the
Registrant and AC HUMKO CORP.(4)                                                                                                                                                     
|         
|         
|         
|         
|10.16     |  | Technology Agreement dated as of August 14, 1998, between AC
HUMKO CORP. and Bionutrics Entities (filed in redacted format
pursuant to a confidential treatment request) (5)                                                                    
|         
|         
|         
|         
|10.17     |  | Exclusive Supply Agreement dated as of August 14, 1998,
between AC HUMKO CORP. and Bionutrics Entities (filed in
redacted format pursuant to a confidential treatment request)
(5)                                                              
|         
|         
|         
|         
|10.19     |  | Form of Asset Purchase Agreement dated as of October 1998
between AC HUMKO CORP. and Bionutrics Entities (6)                                                                                                                                    
|         
|         
|         
|         
|10.20     |  | Warrant Agreement for the purchase of 20,000 shares of common
stock between the Company and William M. McCormick dated
August 7, 1998 (7)                                                                                                       
|         
|         
|         
|         
|10.21     |  | Warrant Agreement for the purchase of 120,000 shares of common
stock between the Company and William M. McCormick dated
August 7, 1998 (7)                                                                                                      
|         
|         
|         
|         
|10.22     |  | Stock Purchase Agreement and Common Stock Purchase Warrants
dated January 28, 1999 between Ropart Investments, LLC and the
Company (8)                                                                                                          
|         
|         
|         
|         
|10.23     |  | Warrant Certificates dated April 27, 1999 issued to Gary J.
Shemano, Mart Bailey and Michael Jacks for an aggregate of
20,000 shares of common stock and Warrant Agreement effective
April 9, 1998 between The Shemano Group and the Company (8)





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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  | Master Formation Agreement for InCon Processing, LLC among AC
HUMKO CORP., InCon Technologies, Inc., InCon International,
Inc., Nutrition Technology Corp., and Bionutrics, Inc., dated
June 25, 1999 (filed in redacted format pursuant to a
confidential treatment request) (9)
|     
|     
|     
|     
|10.25 |  | Members Agreement for InCon Processing, LLC, between AC HUMKO
CORP. and InCon Technologies, Inc., dated June 5, 1999 (filed
in redacted format pursuant to a confidential treatment
request) (9)                                                                                 
|     
|     
|     
|     
|10.26 |  | First Amendment to Agreement for Purchase and Sale of Assets
(9)                                                                                                                                                                                                                 
|     
|     
|     
|     
|10.27 |  | Warrant Agreement for the purchase of 6,000 shares of common
stock between the Company and IK Biotech, Inc. dated as of
March 19, 1998.                                                                                                                                          
|     
|     
|     
|     
|10.28 |  | Warrant Agreement for the purchase of 20,000 shares of common
stock between the Company and Cameron Associates Inc. dated as
of November 23, 1998.                                                                                                                               
|     
|     
|     
|     
|10.29 |  | Promissory note for $500,000 dated December 22, 1999 between
Milton Okin and the Company (10)                                                                                                                                                                                    
|     
|     
|     
|     
|10.30 |  | Common Stock Purchase Agreement dated September 7, 2000
between the Company and Justicia Holdings Limited (11)                                                                                                                                                                   
|     
|     
|     
|     
|10.31 |  | Registration Rights Agreement dated September 7, 2000 between
the Company and Justicia Holdings Limited (11)                                                                                                                                                                     
|     
|     
|     
|     
|10.32 |  | Escrow Agreement dated September 7, 2000 among the Company,
Justicia Holdings Limited and Epstein, Becker & Green P.C.
(11)                                                                                                                                                      
|     
|     
|     
|     
|10.33 |  | Form of Stock Purchase Warrant pursuant to Common Stock
Purchase Agreement dated September 7, 2000 (11)                                                                                                                                                                          
|     
|     
|     
|     
|10.34 |  | Promissory note for $250,000 dated June 19, 2000 between
Milton Okin and the Company                                                                                                                                                                                             
|     
|     
|     
|     
|10.35 |  | Common Stock Purchase Agreement dated September 20, 2000
between the Company and AMRO International, S.A. (12)                                                                                                                                                                   
|     
|     
|     
|     
|10.36 |  | Registration Rights Agreement dated September 20, 2000 between
the Company and AMRO International, S.A. (12)                                                                                                                                                                     
|     
|     
|     
|     
|10.37 |  | Escrow Agreement dated September 20, 2000 among the Company,
AMRO International, S.A. and Epstein, Becker & Green P.C. (12)                                                                                                                                                      
|     
|     
|     
|     
|10.38 |  | Warrant Agreement for the purchase of 10,000 shares of common
stock dated September 20, 2000 between the Company and AMRO
International, S.A. (12)                                                                                                                               
|     
|     
|     
|     
|10.39 |  | Common Stock Purchase Agreement dated October 25, 2000 between
the Company and Tamarack International Limited (12)                                                                                                                                                               
|     
|     
|     
|     
|10.40 |  | Warrant Agreement for the purchase of 10,000 shares of common
stock dated October 25, 2000 between the Company and Tamarack
International Limited (12)                                                                                                                           
|     
|     
|     
|     
|10.41 |  | Series A Convertible Preferred Stock Acquisition Agreement
dated October 27, 2000 between the Company and Milton Okin
(12)                                                                                                                                                       
|     
|     
|     
|     
|10.42 |  | Common Stock Acquisition Agreement dated October 28, 2000
between the Company and Macropower Development Limited (12)                                                                                                                                                            
|     
|     
|     
|     
|10.43 |  | First Modification to the Master Formation Agreement for InCon
Processing, LLC, entered into October 30, 2000 among ACH Food
Companies, Inc. (formerly AC HUMKO CORP.), InCon Technologies,
Inc., InCon International, Inc., Nutrition Technology Corp.
and Bionutrics, Inc. (12)
|     
|     
|     
|     
|10.44 |  | First Modification to the Members Agreement for InCon
Processing, LLC, entered into October 30, 2000 among ACH Food
Companies, Inc. (formerly AC HUMKO CORP.), InCon Technologies,
Inc. and Bionutrics, Inc. (12)                                                                
|     
|     
|     
|     
|10.45 |  | Common Stock Acquisition Agreement dated October 30, 2000
between the Company and ACH Food Companies, Inc. (formerly AC
HUMKO CORP.) (12)                                                                                                                                        
|     
|     
|     
|     
|10.46 |  | Warrant Agreement for the purchase of 400,000 shares of common
stock dated October 30, 2000 between the Company and ACH Food
Companies, Inc. (formerly AC HUMKO CORP.) (12)                                                                                                      
|     
|     
|     
|     
|10.47 |  | Common Stock Purchase Agreement dated December 20, 2000 by and
between the Company and Ropart Investments, LLC (12)                                                                                                                                                              





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##### Table of Contents



|      |  |                                                                                                                                                 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|10.48 |  | Warrant Agreement for the purchase of 14,000 shares of common
stock dated December 20, 2000 between the Company and Ropart
Investments, LLC (12)
|     
|     
|     
|     
|10.49 |  | Stock Purchase Agreement dated August 23, 2001 between
Pharmaceutical Marketing Brands, Inc. and Bionutrics, Inc.
(13)                          
|     
|     
|     
|     
|10.50 |  | Amended and Restated Consolidated Multiple Advance
Non-Revolving Note, dated October 26, 2001(14)                                               
|     
|     
|     
|     
|10.51 |  | Amended and Restated Loan and Stock Pledge Agreement (14)                                                                                       
|     
|     
|     
|     
|10.52 |  | Amended and Restated Security Agreement (14)                                                                                                    
|     
|     
|     
|     
|10.53 |  | Amendment No. 1 to Stock Purchase Agreement effective as of
August 23, 2001, executed as of October 5, 2001 (14)                                
|     
|     
|     
|     
|10.54 |  | Amendment No. 2 to Stock Purchase Agreement, dated as of
October 31, 2001 (14)                                                                  
|     
|     
|     
|     
|21    |  | Subsidiaries of the Company (15)                                                                                                                
|     
|     
|     
|     
|23    |  | Consent of Deloitte & Touche, LLP                                                                                                               



---

|(1)  |  | Incorporated by reference to Registrants Form 10 filed with
the Commission on or about January 21, 1997.                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(2)  |  | Incorporated by reference to Registrants Form 8-K filed
with the Commission on or about November 7, 1997, as amended by
Registrants Form 8-K/A filed with the Commission on or about
January 30, 1998.  
|    
|    
|    
|    
|(3)  |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about January 15, 1998, as amended by
Registrants Form 10-K/A filed with the Commission on or about
January 30, 1998.
|    
|    
|    
|    
|(4)  |  | Incorporated by reference to Registrants Form 8-K filed
with the Commission on or about August 31, 1998.                                                                                                 
|    
|    
|    
|    
|(5)  |  | Incorporated by reference to Registrants Form 8-K/A filed
with the Commission on or about October 13, 1998.                                                                                              
|    
|    
|    
|    
|(7)  |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about October 21, 1998.                                                                                                
|    
|    
|    
|    
|(7)  |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about January 29, 1999.                                                                                               
|    
|    
|    
|    
|(8)  |  | Incorporated by reference to Registrants Second Quarter Form
10-Q filed with the Commission on or about June 10, 1999.                                                                                   
|    
|    
|    
|    
|(9)  |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about July 12, 1999.                                                                                                   
|    
|    
|    
|    
|(10) |  | Incorporated by reference to Registrants First Quarter Form
10-Q filed with the Commission on or about March 15, 2000.                                                                                   
|    
|    
|    
|    
|(11) |  | Incorporated by reference to Registrants Third Quarter Form
10-Q filed with the Commission on or about September 13, 2000.                                                                               
|    
|    
|    
|    
|(12) |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about January 17, 2001.                                                                                               





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##### Table of Contents



|(13) |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about August 23, 2001.  
|---- |  | -----------------------------------------------------------------------------------------------------------
|    
|    
|    
|    
|(14) |  | Incorporated by reference to Registrants Form 8-K filed with
the Commission on or about November 9, 2001. 
|    
|    
|    
|    
|(15) |  | Incorporated by reference to Registrants Form 10-K filed
with the Commission on or about February 1, 2002.