EXHIBIT 10.61

AMENDMENT NO. 2 TO  AMENDMENT NO. 1 TO  AMENDED AND RESTATEDLOAN AND STOCK PLEDGE AGREEMENT

This amendment to the Amendment No. 1 to the Amended and Restated Loan and Stock Pledge Agreement (the "Stock Pledge Agreement") is entered into this 10th
day of July, 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. Ritger, HealthSTAR Communications, Inc. ("HCI" and, collectively, with Holdings and the other named parties herein,
excluding the Borrower, the "Lenders"), and William McCormick, as agent for Lenders ("Agent"). The Lenders excluding HCI are referred to herein as the "Other Lenders."

A.    Borrower,
Lenders and Agent are entering into Amendment No. 2 to Amendment No. 1 to the Amended and Restated Security Agreement (as amended, the "Security
Agreement") as of the date hereof; and

B.    Borrow,
Lenders, and Agent wish to amend the Stock Pledge Agreement (as amended, 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:



3.New Section 22.There shall be added to the Agreement
as new Section 22, the following:



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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:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | 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:                                                                                                 
| |  | Name:                                                                                               
| |  | Title:                                                                                              
| |  | Address of HealthSTAR Holdings LLC:
100 Woodbridge Center Drive, Suite 202
Woodbridge, NJ 07095     

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| |  | 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 MCCORMICK                                                              
| |  | Address of William McCormick:
c/o Inverness
660 Steamboat Road
Greenwich, CT 06830
| |  | Xiagen Ltd., as a Lender                                                          
| |  | By:                                                                               
| |  | Name:                                                                             
| |  | Title:                                                                            
| |  | Address of Xiagen Ltd.:
c/o Inverness
660 Steamboat Road
Greenwich, CT 06830      
| |  | Ropart Investments, LLC, as a Lender                                              
| |  | By:                                                                               
| |  | Name:                                                                             
| |  | Title:                                                                            
| |  | 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            

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| |  | William J. Ritger, as a Lender                                                                         
| |  | -------------------------------------------------------------------------------------------------------
| |  | /s/WILLIAM J. RITGER                                                                                   
| |  | Address of William J. Ritger
623 Ocean Ave.
Sea Girt, NJ 08750                                         
| |  | HEALTHSTAR COMMUNICATIONS, INC., as a Lender                                                           
| |  | By:                                                                                                    
| |  | Name:                                                                                                  
| |  | Title:                                                                                                 
| |  | Address of HealthSTAR Communications, Inc.:
100 Woodbridge Center Drive, Suite 202
Woodbridge, NJ 07095

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