AMENDMENT NO. 2 TO AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND STOCK PLEDGE AGREEMENT

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EXHIBIT 10.61

AMENDMENT NO. 2 TO
AMENDMENT NO. 1 TO
AMENDED AND RESTATED
LOAN 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., Xxxxxx X. Xxxx, Xxxxxxx XxXxxxxxx, Xxxx Xxxxxxxxxx, Xxxxxxx X. Xxxxxx, HealthSTAR Communications, Inc. ("HCI" and, collectively, with Holdings and the other named parties herein, excluding the Borrower, the "Lenders"), and Xxxxxxx XxXxxxxxx, 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:

1. Loan. Lenders hereby severally and not jointly agree to make at their discretion the Loans to Borrower. Borrower shall execute the Third Amended and Restated Consolidated Multiple Advance Non-Revolving Note, of even date herewith (the "Note" and with this Agreement and the Security Agreement, the "Loan Documents"), in favor of Agent, for the benefit of HCI as senior lender and for the ratable benefit of the Other Lenders, as set forth herein and in the Note, in an amount not to exceed One Million Three Hundred Thousand Dollars ($1,300,000) (the "Loan") of which One Million Fifty Four Thousand Five Hundred Dollars ($1,054,500) has been advanced as of the date hereof, with Holdings' commitment limited to Four Hundred Twenty-one Thousand Five Hundred Dollars ($421,500) of the Loan amount, all of which has been advanced as of the date hereof, and with HCI's commitment limited to Two Hundred Fifty Thousand Dollars ($250,000) (herein referred to as the "Senior Loan" of which Fifty Thousand Dollars ($50,000) previously has been advanced and Two Hundred Thousand Dollars ($200,000) will be advanced immediately following the execution hereof by all parties. All of the Loans advanced or to be advanced by the Other Lenders are collectively referred to herein as the "Subordinated Loans."

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

Section 22. Subordination. Notwithstanding any other provision herein to the contrary, the Borrower, Lenders and Agent agree as follows:

(a) The Subordinated Loans hereby are expressly subordinated in right of payment, delivery and issuance and in right of remedies and action to the prior performance and satisfaction and irrevocable and indefeasible payment in full in cash of the Senior Loan and to HCI's right to take all actions and to pursue all remedies under this Agreement and the other Loan Documents, at law, in equity and otherwise as provided herein. In furtherance of the foregoing, the Other Lenders hereby subordinates all of their claims, rights and interest in and to the Senior Loan and agree not to accept any payment of any Subordinated Loan or any

security therefor, in each case to the extent of the subordination and other provisions to the benefit of HCI in this Agreement and the other Loan Documents.

(b) The Borrower covenants and agrees not to make, and each Other Lender covenants not to receive or collect, or permit to be received or collected, directly or indirectly from the Borrower, any amount in connection with any Subordinated Loan until the prior performance and satisfaction and irrevocable and indefeasible payment in full in cash of the Senior Loan.

(c) Each Other Lender agrees that it shall not take any action, including, without limitation, any "Enforcement Action," with respect to any of the Subordinated Loans until irrevocable and indefeasible payment in full in cash and full performance and satisfaction of the Senior Loan. For purposes hereof, an "Enforcement Action" shall mean any action, whether legal, equitable, judicial, non-judicial or otherwise, to collect or receive any payment on any Subordinated Loan or to enforce or realize upon any lien, security interest, encumbrance, claim, right or other interest or arrangement now or in the future existing, including, without limitation, any repossession, foreclosure, public sale, private sale, collection, receipt, obtaining of a receiver or retention of all or any part of the Subordinated Loans.

(d) If the Borrower shall make any payment, delivery or issuance with respect to any Subordinated Loan to any Other Lender or any Other Lender shall receive or collect any such payment, delivery or issuance or shall take any action or remedy, including, without limitation, any Enforcement Action, while any principal, interest or other amounts are due and owing with regard to the Senior Loan, then (i) such payment, delivery or issuance shall be deemed to be the property of, segregated, received and held in trust for the benefit of HCI, and shall be immediately paid over and delivered forthwith to HCI, and (ii) such action or remedy shall be null and void and of no force or effect.

(e) The subordinations and priorities specified in this Agreement and the other Loan Documents are applicable irrespective of (i) the time or order of attachment, creation, making or perfection of any liens, security interests, encumbrances or charges, now or hereafter existing, of or for the benefit of any Other Lender or of HCI; (ii) the time or order of filing of financing statements, (iii) the acquisition of purchase money or other security interests, (iv) the time of giving or failure to give notice of the acquisition or expected acquisition of purchase money or other security interests; or (v) the time or order of creation, making, payment or incurring of the Senior Loan or execution of the Loan Documents. The subordinations and priorities specified herein are not conditioned upon the nonavoidability or perfection of HCI's security interest in the Collateral or any part thereof under the bankruptcy code or other insolvency laws or any other applicable law. No Other Lender shall be subrogated to the rights of HCI to receive payments and distributions of assets of the Borrower applicable to the Senior Loan.

(f) Each Other Lender and the Borrower each hereby agrees to take or cause to be taken such further actions, to obtain such consents and approvals and to duly execute, deliver and file or cause to be executed, delivered and filed such further agreements, assignments, instructions, documents and instruments as may be necessary or as may be reasonably requested by HCI in order to fully effectuate the purposes, terms and conditions of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby, whether before, at or after the performance of the transactions contemplated hereby or the occurrence of an Event of Default.

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/ 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 XXXXXXXXX
		Address of Xxxxxxx XxXxxxxxx: c/o Inverness 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000
		Xiagen Ltd., as a Lender
		By:	/s/ XXXXXXX XXXXXXXXX
		Name:	Xxxxxxx XxXxxxxxx
		Title:	President/Chairman
		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
		HEALTHSTAR COMMUNICATIONS, INC., as a Lender
		By:	/s/ XXXXX XXXXXX
		Name:	Xxxxx Xxxxxx
		Title:	Chairman/CEO
		Address of HealthSTAR Communications, Inc.: 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000