BIONUTRICS HEALTH PRODUCTS, INC.
This Agreement is made and entered into as of the 30th day of July, 1997, effective as of January 6, 1997 (the
"Effective Date"), by and between BIONUTRICS HEALTH PRODUCTS, INC., a Delaware corporation
("Employer") and a wholly-owned subsidiary of BIONUTRICS, INC., a Nevada corporation ("Bionutrics"), and
STEPHEN H. FRIEDMAN ("Employee").
R E C I T A L S
A. Employee has served as a consultant to Employer and Bionutrics since April 15, 1996.
B. Employer desires to employ Employee, and Employee desires to be employed by Employer, pursuant to the
terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth in this Agreement, the
parties hereto hereby agree as follows:
A G R E E M E N T
1. EMPLOYMENT; DUTIES. Employer hereby employs Employee, and Employee hereby accepts such
employment, to serve as Executive Vice President, Marketing and Sales of Employer and in such other executive
capacities and for such other duties and services as shall from time to time be mutually agreed upon by Employer
and Employee. Employee shall report to the President of Employer. Employee shall devote his full and undivided
business time, attention and efforts to Employer's business and to the performance of Employee's duties under
this Agreement, and shall fully and faithfully perform all duties assigned to him under this Agreement, consistent
with Employee's position hereunder, to the best of Employee's abilities.
2. COMPENSATION AND OTHER BENEFITS. During the term of Employee's employment hereunder,
Employee shall be entitled to receive the following compensation and benefits:
(A) BASE SALARY. Employee shall be entitled to receive a per annum salary of Two Hundred Thousand
Dollars ($200,000.00) (the "Base Salary") as full compensation for all the services rendered by Employee during
the term of Employee's employment hereunder. Employee shall be entitled to receive the Base Salary in twenty-