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                                                                  EXHIBIT 10.169

                                  AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

        This Amendment to the Amended and Restated Credit Agreement
("Amendment") is made and entered into as of June 30, 2000, by and between
Trilon Dominion Partners L.L.C. ("Trilon Dominion") and Wilshire Technologies,
Inc. ("Borrower").

                               W I T N E S S E T H

        WHEREAS, the parties hereto have entered into an Amended and Restated
Credit Agreement dated as of March 31, 1998 (the "Agreement"); and

        WHEREAS, the parties hereto wish to further amend the Agreement as set
forth in this Amendment;

        NOW THEREFORE, in consideration of the above premises and the mutual
covenants and agreements herein, the parties agree as follows:

        1. Amendment. Section 1.6 of the Agreement is hereby amended by
replacing the phrase, "or, (ii) June 30, 2000" in the second line of such
section with the phrase, "or, (ii) January 31, 2001". Except as specifically set
forth in this Amendment the Agreement and all other documents and agreements
entered into in connection with the Agreement including without limitation the
Warrants and Springing Warrants shall remain unchanged and in full force and
effect.

        2. Governing Law. Except as otherwise expressly provided, this Amendment
shall be governed and construed in accordance with the laws of the State of
Delaware applicable to contracts made in such State and without regard to
conflicts of law doctrines.

        3. Counterparts. This Amendment may be executed in one or more
counterparts and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same agreement and shall become
effective when one or more counterparts have been signed by each party and
delivered to the other party.

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        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first written above.

THE BORROWER:                       WILSHIRE TECHNOLOGIES, INC.


                                    By: /s/ Kathleen E. Terry
                                        ---------------------------
                                    Name: Kathleen E. Terry
                                    Title: Chief Financial Officer

THE LENDER:                         TRILON DOMINION PARTNERS, L.L.C.


                                    By: /s/ Ronald W.Cantwell
                                        ---------------------------
                                    Name:  Ronald W. Cantwell
                                    Title: President


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                                  AMENDMENT TO
                              GRID PROMISSORY NOTE

        This Amendment to the Grid Promissory Note ("Note") issued pursuant to
the Amended and Restated Credit Agreement ("Amendment") is made and entered into
as of December 31, 1999, by and between Trilon Dominion Partners L.L.C. ("Trilon
Dominion") and Wilshire Technologies, Inc. ("Borrower").

                               W I T N E S S E T H

        WHEREAS, the parties hereto have entered into an Amended and Restated
Credit Agreement dated as of March 31, 1998 (the "Agreement") and pursuant to
the Agreement the Note was issued;

        WHEREAS, the parties hereto wish to further amend the Note as set forth
in this Amendment;

        NOW THEREFORE, in consideration of the above premises and the mutual
covenants and agreements herein, the parties agree as follows:

        1. Amendment. Section 4 of the Note is hereby amended by replacing the
phrase, "or (ii) June 30, 2000" in the second line of such section with the
phrase, "or (ii) January 31, 2001". Except as specifically set forth in this
Amendment the Agreement and all other documents and agreements entered into in
connection with the Agreement shall remain unchanged and in full force and
effect.

        2. Governing Law. Except as otherwise expressly provided, this Amendment
shall be governed and construed in accordance with the laws of the State of
Delaware applicable to contracts made in such State and without regard to
conflicts of law doctrines.

        3. Counterparts. This Amendment may be executed in one or more
counterparts and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same agreement and shall become
effective when one or more counterparts have been signed by each party and
delivered to the other party.


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        IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first written above.

THE BORROWER:                       WILSHIRE TECHNOLOGIES, INC.


                                    By: /s/ Kathleen Terry
                                        -----------------------------
                                    Name:  Kathleen E Terry
                                    Title: Chief Financial Officer

THE LENDER:                         TRILON DOMINION PARTNERS, L.L.C.


                                    By: /s/ Ronald W. Cantwell
                                        -----------------------------
                                    Name: Ronald W. Cantwell
                                    Title: President

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