AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT

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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., Xxxxxx X. Xxxx, Xxxxxxx XxXxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx X. Xxxxxxx (collectively, "Lenders"), and Xxxxxxx XxXxxxxxx, 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/  XXXXXX X. XXXX
		Name:	Xxxxxx X. Xxxx
		Title:	President

		Address of Borrower: 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxx
		"Agent"
		Xxxxxxx XxXxxxxxx
		/s/  XXXXXXX XXXXXXXXX
		Address of Agent: c/o Inverness 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000
		"Lenders"
		HEALTHSTAR HOLDINGS LLC, as a Lender
		By:	/s/  XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Managing Member
		Address of HealthSTAR Holdings LLC: 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000
		Xxxxxx X. Xxxx, as a Lender
		/s/  XXXXXX X. XXXX
		Address of Xxxxxx X. Xxxx: 0000 X. Xxxxxxxxx Xxxx Xxxxx 000 Xxxxxxx, XX 00000
		Xxxxxxx XxXxxxxxx, as a Lender
		/s/  XXXXXXX X. XXXXXXXXX
		Address of Xxxxxxx XxXxxxxxx: c/o Inverness 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000

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		Xiagen Ltd., as a Lender
		By:	/s/  XXXXXXX X. XXXXXXXXX
		Name:	Xxxxxxx X. XxXxxxxxx
		Title:	President
		Address of Xiagen Ltd.: c/o Inverness 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000
		Ropart Investments, LLC, as a Lender
		By:	/s/  XXXX X. XXXXXXX
		Name:	Xxxx X. Xxxxxxx
		Title:	Managing Member
		Address of Ropart Investments LLC: Xxx Xxxx Xxxxxx Xxxxxx Xxxxxxxxx, XX 00000
		Xxxxxxxxx X. Xxxxxxxxxx, as a Lender
		/s/  XXXXXXXXX X. XXXXXXXXXX
		Address of Xxxxxxxxx X. Xxxxxxxxxx: X.X. Xxx 0000 Xxxx Xxxxx, XX 00000
		Xxxxxxx X. Xxxxxx, as a Lender
		/s/  XXXXXXX X. XXXXXX
		Address of Xxxxxxx X. Xxxxxx: 000 Xxxxx Xxx. Xxx Xxxx, XX 00000

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Exhibit 10.59
AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT
RECITALS
AGREEMENT