AMENDMENT TO LICENSE AND PURCHASE AGREEMENT
This Amendment is made on June 23, 2000 to the License and Purchase
Agreement (the "Agreement") dated April 24, 2000 between Human Pheromone
Sciences, Inc. (the "Licensee") and Niche Marketing, Inc. ("Licensee").
Section 6 ("Additional Payment) of the Agreement is deleted in its
entirety.
Section 9 ("Sales Returns") of the Agreement is amended to read as
follows.
9. Sales Return. Licensor shall be responsible for the initial
$355,000 of Product plus 10% of net sales of Mothers Day gift
sets (at wholesale prices) physically returned by U.S. Department
Store Customers or destroyed in the field with the authorization
of current sales management. Licensor shall be responsible for
all product returned from all other customers or destroyed in the
in the field. Licensor has provided Licensee a list of return
authorizations to be issued through the date of close. Any
additional return authorizations shall be received by May 31,
2000 or such other date as may be agreed by the Licensor and
Licensee. Inventory returned up to the $355,000 and the greater
10% of net sales of Mothers Day gift sets which can be
refurbished for future sale will be so refurbished by Licensor
and sold to Licensee at Licensor's cost. Licensee will pay
Licensor the wholesale value of returns by U.S. Department Store
Customers physically accepted by Licensor or authorized as
destroyed in the field by Licensee above the initial $355,000
plus 10% of net sales of Mothers Day sets, and such goods will be
for the account of the Licensee, without further costs.
Licensee shall have the right to authorize return
authorizations on Licensor's behalf and to cancel Licensor's
previously made return authorizations subject to the provisions
of the immediately preceding paragraph. However, such right is
conditioned upon Licensee's obligation to report any such actions
pertaining to old allowances and all new allowances authorized by
Licensee on Licensor's behalf. Allowance reports will be updated
and reported to Licensor within ten days of close, and on a
thirty-day basis thereafter subject to a Licensor's right of
audit pursuant to paragraph 40.
Payment due under this section will be made to Licensor by
Licensee within 30 (thirty) days of receipt of such inventory by
Licensee.
In all other respects, the terms of the Agreement are reaffirmed and
ratified.
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"Licensor" "Licensee"
HUMAN PHEROMONE SCIENCES, INC. NICHE MARKETING, INC.
By /s/ William P. Horgan By /s/ Mark D. Crames
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William P. Horgan, CEO Mark D. Crames, CEO
"Guarantor"
NORTHERN GROUP, INC.
By /s/ Mark D. Crames
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Mark D. Crames, CEO
