Amendment No. 1 to Amended and Restated Security Agreement among Bionutrics, Inc. and Lenders

Summary

This amendment updates the existing security agreement between Bionutrics, Inc. (the borrower), several lenders, and an agent. The changes revise definitions related to the loan agreement and promissory note, reflecting new or updated agreements made on the same date. All other terms of the original security agreement remain unchanged. The amendment is effective as of April 9, 2002, and is signed by all parties involved.

EX-10.59 5 a2082440zex-10_59.htm EXHIBIT 10.59
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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