First Modification of Master Formation Agreement

EXHIBIT 10.43


FIRST MODIFICATION OF MASTER FORMATION AGREEMENT


This FIRST MODIFICATION OF MASTER FORMATION AGREEMENT (this "Modification Agreement") is entered into as of October 30, 2000, by and among ACH FOOD COMPANIES, INC. (formerly, AC HUMKO CORP.), a Delaware corporation ("ACH"), INCON TECHNOLOGIES, INC., a Delaware corporation ("InCon"), INCON INTERNATIONAL INC., a British Virgin Islands corporation ("International"), NUTRITION TECHNOLOGY CORPORATION, a Nevada corporation ("NTC"), and BIONUTRICS, INC., a Nevada corporation ("Bionutrics"). All of the parties listed above are herein collectively called the "Parties".


RECITALS


WHEREAS, the parties entered into that certain Master Formation Agreement dated as of June 25, 1999 (the "Agreement"); and


WHEREAS, all of the obligations of InCon under the Agreement are guaranteed by Bionutrics under the terms and provisions of that certain Guaranty from Bionutrics dated June 25, 1999, in favor of ACH (the "Guaranty"); and


WHEREAS, under the terms of Section 7.4 of the Agreement, InCon and Bionutrics are obligated to pay to ACH an amount not to exceed US$600,000 upon the occurrence of certain events; and


WHEREAS, Bionutrics and InCon have requested that the Agreement be modified to delete any obligation on the part of Bionutrics and InCon under Section 7.4 of the Agreement; and


WHEREAS, ACH is willing to release Bionutrics and InCon from their obligations under Section 7.4 of the Agreement in consideration for Bionutrics issuance to ACH of 300,000 shares of common stock of Bionutrics in accordance with the terms and provisions of the Stock Acquisition Agreement attached hereto as Exhibit B (the "Stock Acquisition Agreement"); and


WHEREAS, the Parties desire to set forth their agreements with respect to the foregoing recitals.


AGREEMENTS


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


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1. From and after the date hereof, neither Bionutrics nor InCon shall have any further obligations under the terms and provisions of Section 7.4 of the Agreement. Accordingly, Section 7.4 of the Agreement is hereby deleted in its entirety.


2. Notwithstanding the release of Bionutric ...