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Exhibit 10.58    
  


 
 

AMENDMENT NO. 1 TO
  AMENDED AND RESTATED
  LOAN AND STOCK PLEDGE AGREEMENT    
  


        This
amendment to the Amended and Restated Loan and Stock Purchase Agreement (the "Agreement") is entered into this 9th day of April, 2002, by and among Bionutrics, Inc., a Nevada
corporation ("Borrower"), HealthSTAR Holdings, LLC, ("Holdings"), Ropart Investments, LLC, Xiagen Ltd., Ronald H. Lane, William McCormick, Fred Rentschler, William J. Rittger (collectively,
"Lenders"), and William McCormick, as agent for Lenders ("Agent"). 


        A.    Borrow,
Lenders, and Agent wish to amend the Agreement. 


        NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows: 


        1.    Definition. Unless otherwise set forth herein, all capitalized terms have the meanings specified
to them in the Agreement. 


        2.    Amount of Loan. Section 1 is amended and restated in its entirety as follows: 




1.    Loan. Lenders hereby severally and not jointly agree to make at their discretion the Loan to Borrower. Borrower
shall execute the Second Amended and Restated Consolidated Multiple Advance Non-Revolving Note, of even date herewith, in the maximum principal amount of Seven Hundred Thirty Three
Thousand Dollars ($733,000) in favor of Agent, for the ratable (or as agreed upon) benefit of Lenders except for Holdings and in the maximum principal amount of Four Hundred Twenty One
Thousand Five Hundred Dollars ($421,500) in favor of Agent for the benefit of Holdings (the "Note"). In the event Holdings does not advance the maximum amount of Four Hundred Twenty One Thousand Five
Hundred Dollars ($421,500), the other Lenders may make such advance so long as the maximum principal amount under the Loan does not exceed One Million One Hundred Fifty Four Thousand Five Hundred
Dollars ($1,154,500). 





        3.    Holdings. Section 7 is amended and restated in its entirety as follows: 




7.    Commitment of Holdings. Holdings advances under the Loan to Borrower shall be limited to Four Hundred Twenty One
Thousand Five Hundred Dollars ($421,500), including amounts advanced to date. Holdings shall determine at its discretion when and if to advance the remaining Seventy Thousand Five Hundred Dollars
($70,500) it is committed to advance under the Loan. 





        4.    All Other Terms. All other terms of the Agreement shall remain in full force and effect. 



        5.    Counterparts. This Agreement may be executed in any number of counterparts, each of which will be
deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one and the same instrument. 


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



	 	 	"Borrower"
	 	 	 	 
	 	 	BIONUTRICS, INC., a Nevada corporation
	 	 	 	 
	 	 	By:	/s/  RONALD H. LANE      

	 	 	Name:	Ronald H. Lane
	 	 	Title:	President
	 	 	 	 






 

	 	 	Address of Borrower:

2425 East Camelback Road, Suite 650

Phoenix, AZ 85016

Attention: Ronald H. Lane
	 	 	 	 
	 	 	 	 
	 	 	"Agent"
	 	 	 	 
	 	 	William McCormick
	 	 	 	 
	 	 	/s/  WILLIAM MCCORMICK      

	 	 	 	 
	 	 	Address of Agent:

c/o Inverness

660 Steamboat Road

Greenwich, CT 06830
	 	 	 	 
	 	 	 	 
	 	 	"Lenders"
	 	 	 	 
	 	 	HEALTHSTAR HOLDINGS LLC, as a Lender
	 	 	 	 
	 	 	By:	/s/  JERRY BRAGER      

	 	 	Name:	Jerry Brager

	 	 	Title:	Managing Member

	 	 	 	 
	 	 	Address of HealthSTAR Holdings LLC:

100 Woodbridge Center Drive, Suite 202

Woodbridge, NJ 07095
	 	 	 	 
	 	 	 	 
	 	 	Ronald H. Lane, as a Lender
	 	 	 	 
	 	 	/s/  RONALD H. LANE      

	 	 	 	 
	 	 	Address of Ronald H. Lane:

2425 E. Camelback Road

Suite 650

Phoenix, AZ 85016
	 	 	 	 
	 	 	 	 
	 	 	William McCormick, as a Lender
	 	 	 	 
	 	 	/s/  WILLIAM M. MCCORMICK      

	 	 	 	 
	 	 	Address of William McCormick:

c/o Inverness

660 Steamboat Road

Greenwich, CT 06830



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	 	 	Xiagen Ltd., as a Lender
	 	 	 	 
	 	 	By:	/s/  WILLIAM M. MCCORMICK      

	 	 	Name:	William M. McCormick

	 	 	Title:	President/Chairman

	 	 	 	 
	 	 	Address of Xiagen Ltd.:

c/o Inverness

660 Steamboat Road

Greenwich, CT 06830
	 	 	 	 
	 	 	 	 
	 	 	Ropart Investments, LLC, as a Lender
	 	 	 	 
	 	 	By:	/s/  TODD A. GOERGEN      

	 	 	Name:	Todd A. Goergen

	 	 	Title:	Managing Member

	 	 	 	 
	 	 	Address of Ropart Investments LLC:

One East Weaver Street

Greenwich, CT 06831
	 	 	 	 
	 	 	 	 
	 	 	Frederick B. Rentschler, as a Lender
	 	 	 	 
	 	 	/s/  FREDERICK B. RENTSCHLER      

	 	 	 	 
	 	 	Address of Frederick B. Rentschler:

P.O. Box 4710

Cave Creek, AZ 85327
	 	 	 	 
	 	 	 	 
	 	 	William J. Ritger, as a Lender
	 	 	 	 
	 	 	/s/  WILLIAM J. RITGER      

	 	 	 	 
	 	 	Address of William J. Ritger

623 Ocean Ave.

Sea Girt, NJ 08750






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Exhibit 10.58

AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND STOCK PLEDGE AGREEMENT