0000912057-02-035475 Sample Contracts

THIRD AMENDED AND RESTATED CONSOLIDATED MULTIPLE ADVANCE NON-REVOLVING NOTE
Consolidated Multiple Advance Non-Revolving Note • September 13th, 2002 • Bionutrics Inc • Medicinal chemicals & botanical products • Arizona

FOR VALUE RECEIVED, Bionutrics, Inc., a Nevada corporation ("Borrower"), hereby promises to pay to the order of William McCormick, as agent ("Agent"), for the ratable, or as otherwise agreed upon herein, benefit of HealthSTAR Holdings, LLC ("Holdings"), Ropart Investments, LLC, Xiagen Ltd., Ronald H. Lane, William McCormick, Fred Rentschler, William J. Ritger, Healthstar Communications, Inc. ("HCI"), and any other party who signs this Note as a lender (Holdings, HCI and the other lenders are collectively referred to herein as the "Lenders" and the Lenders excluding HCI are referred to herein as the "Other Lenders"), at the office of Agent located at c/o Inverness, 660 Steamboat Road, Greenwich, Connecticut 06830 or at such other place as Agent may designate, on June 1, 2002, or earlier as required herein (the "Maturity Date"), the sum of One Million Five Hundred Sixty Thousand Dollars ($1,560,000) or such lesser sum as from time to time shall be outstanding hereunder, as reflected in t

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AMENDMENT NO. 2 TO AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • September 13th, 2002 • Bionutrics Inc • Medicinal chemicals & botanical products

This Amendment No. 2 to Amendment No. 1 to the Amended and Restated Security Agreement (this "Amendment") 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 hereto, 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."

AMENDMENT NO. 2 TO AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND STOCK PLEDGE AGREEMENT
Loan and Stock Pledge Agreement • September 13th, 2002 • Bionutrics Inc • Medicinal chemicals & botanical products

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."

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