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Exhibit 10.59    
  


 
 

AMENDMENT NO. 1 TO
  AMENDED AND RESTATED SECURITY AGREEMENT    
  


        This
Amendment No. 1 to the Amended and Restated Security Agreement (this "Amendment") 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"). 


 
 

RECITALS    
  


        A.    Borrower,
Lenders, and Agent entered into an Amended and Restated Security Agreement as of October 26, 2001 (the "Amended Security Agreement"). 



        B.    Borrower,
Lenders, and Agent are entering into Amendment No. 1 to Amended and Restated Loan and Stock Pledge Agreement as of the date hereof. 


        C.    Borrower,
Lenders, and Agent are entering into the Second Amended and Restated Consolidated Multiple Advance Non-Revolving Note as of the date hereof. 


        D.    Borrower,
Lenders, and Agent wish to amend the Amended Security Agreement as provided for herein. 


 
 

AGREEMENT    
  


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


        1.    Definitions.



        (a)  The
definition of "Loan Agreement" in the Amended Security Agreement is hereby amended to mean that certain Amended and Restated Loan and Stock Pledge Agreement dated as
of October 26, 2001, as amended by Amendment No. 1 to Amended and Restated Loan and Stock Pledge Agreement dated as of even date herewith. 


        (b)  The
definition of "Note" in the Amended Security Agreement is hereby amended to mean that certain Second Amended and Restated Consolidated Multiple Advance
Non-Revolving Note of even date herewith in the original principal amount of $1,154,500 executed by Borrower in favor of Lenders together with all extensions, modifications, substitutions
or renewals thereof, or other advances made thereunder. 


        (c)  Unless
otherwise set forth herein, all capitalized terms have the meanings specified to them in the Amended Security Agreement. 




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


        3.    Counterparts. This Amendment 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

	 	 	 	 
	 	 	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 10.59

AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT

RECITALS

AGREEMENT