THE SHARES BEING SUBSCRIBED FOR HEREIN HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED, (THE "1933 ACT") OR THE SECURITIES COMMISSION OF ANY
STATE UNDER ANY STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO AN
EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 4(2) OF THE 1933 ACT. THE
SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SHARES
ARE REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL IS OBTAINED WHICH IS REASONABLY SATISFACTORY TO THE
COMPANY THAT SUCH OFFERS, SALES AND TRANSFERS MAY BE MADE PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made as of the 28th day of January, 1999, by
and between Bionutrics, Inc., a Nevada corporation (the "Company"), and Ropart Investments LLC (the
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock.
1.1 Sale and Issuance of Stock. On the basis of the representations, warranties and agreements contained herein
and subject to the terms and conditions herein set forth, the Company agrees to issue and sell 250,000 (two
hundred fifty thousand) shares of its Common Stock, $.001 par value, at $2.00 per share (the "Shares"), and the
Investor hereby subscribes for and agrees to purchase the Shares upon acceptance of this Agreement by the
1.2 Payment. Investor is delivering with this Agreement the full amount of the purchase price of the Shares in the
amount of $500,000 in U.S. funds by wire transfer as directed by the Company to the Company's designated
escrow account. Such funds deposited into the escrow account on behalf of the Investor shall be held until the
conditions for the Closing of the offering have been met.
1.3 Closing. The closing of the transaction contemplated by this Agreement (the "Closing") shall be deemed to