LICENSE AND PURCHASE AGREEMENT

         AGREEMENT made on this 24th day of April,  2000 between Human Pheromone
Sciences, Inc., with offices located at 4034 Clipper Court, Fremont,  California
94538  ("Licensor")  and Niche  Marketing,  Inc.,  with  offices  located at 109
Lafayette  Drive,  Syosset New York 11791  ("Licensee")  with respect to certain
merchandising  rights  pertaining to REALM(R) and  innerREALM(R)  fragrances and
toiletry  products as more particularly  described in this Agreement  ("Licensed
Products").

         1. Grant of License.  Licensor grants an exclusive  license to Licensee
under which Licensee shall have the right to produce or have produced,  promote,
advertise and sell in all classes of trade, including but not limited to, retail
sales, mass market sales,  close out sales,  catalog sales,  internet sales, and
direct  response  sales  REALM(R)  and  innerREALM(R)  fragrances  and  toiletry
products,  line  extensions and new products  carrying the name of REALM(R) or a
variation thereof in the Territories  ("Licensed  Products") provided during the
license  period of this  Agreement.  The license to use the names  REALM(R)  and
innerREALM(R)  shall be granted  free of all liens and  encumbrances  during the
term of this Agreement and each extension thereto.  Licensee shall also have the
right  of  first  refusal  to  sell  the  Licensed   Products  in  the  Excluded
Territories,  in return  for which  Licensee  grants to  Licensor  an  exclusive
license for any Licensed  Products  developed by Licensee for Licensor's sale in
the  Excluded  Territories.  Licensee  shall sell such  products  to Licensor at
Licensee's manufacturing cost plus [**] percent.

         2.   Territories.   The  Territories  shall  include  the  Middle  East
(including  but not limited to India,  Pakistan and Nepal),  North,  Central and
South America (to include  Hawaii and the  Caribbean),  the  territories  of the
United States,  Europe,  (including the former Soviet  Republics),  Africa,  the
Philippines,  Australia and New Zealand. Specifically excluded are the countries
of Asia,  including Japan, China, Korea,  Taiwan, Hong Kong,  Singapore,  Macao,
Thailand,  Viet Nam,  Laos,  Cambodia,  Sri  Lanka,  and  Indonesia.  ("Excluded
Territories")

         3. License  Period.  This  Agreement  shall  commence  upon the date of
execution.  All sales and resulting gross profit from May 1, 2000 forward of the
Licensed  Products  shall  accrue  to  Licensee  and  all  selling,   marketing,
advertising  and  distribution  expenses  (not  considered  "transition  costs")
incurred  after May 1, 2000 will be borne by  Licensee.  Licensor  and  Licensee
represent that the Officer(s) executing this Agreement have the authority of its
Board of Directors to do so. The Agreement  shall continue to December 31, 2004,
unless  extended,  or terminated in accordance  with the terms and conditions of
this Agreement  (the initial  "License  Period").  At the option of Licensee the
License Period may be extended for two additional  three-year  terms. Any notice
of extension  from Licensee shall be received by Licensor not less than one year
prior to the expiration date of the then current License Period.

         4. Exclusion.  Licensee's rights under this Agreement are restricted to
the trademark class,  and shall not include the right to, and Licensee  warrants
and represents  that it will not, use the name of REALM(R)or  innerREALM(R)or  a
variation  thereof

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for the  endorsement  of any product or services  outside the  trademark  class.
(except for promotional purposes of Licensed Products).

         5. Payment. In consideration of this exclusive license,  Licensee shall
make payments to Licensor in the amounts and at the times set forth in Exhibit 1
to this Agreement.

                  (a)  Guaranteed  Minimum  Compensation:  Licensee,  based upon
                  historical  sales  returns  levels,  will pay to  Licensor  as
                  guaranteed  minimum payments  ("Guaranteed  Minimum Payments")
                  the  amounts  in U.S.  dollars  set forth in  Exhibit  1. Such
                  payments  shall be payable in advance in  accordance  with the
                  schedule  set  forth  in  Exhibit  1  against  the  Percentage
                  Compensation as herein defined  attributable to net sales made
                  by  Licensee  during  the  License  Period.  No portion of the
                  Guaranteed  Minimum  Payment  shall  be  recoverable  from  or
                  refundable by Licensor  unless there occurs a material  breach
                  of this  Agreement  by  Licensor,  or  otherwise  provided for
                  herein.

                  Guaranteed  Minimum  Payments  shall  be made  quarterly  on a
                  pro-rata  straight-line basis during each twelve-month period.
                  Commencing  January 1, 2001,  on a quarterly  basis,  Licensee
                  shall provide to Licensor detailed  compilations of net sales,
                  together with the  Guaranteed  Minimum  Payment within 30 days
                  from the end of such quarter.

                  (b) Percentage Compensation:

                  Licensee shall pay to Licensor,  percentage  compensation (but
                  in no  event  an  amount  less  than  the  Guaranteed  Minimum
                  Payment) based upon [**]% of all of Licensee's  "net sales" of
                  the Licensed  Products for the sales indicated on the detailed
                  compilations of net sales performed on a quarterly  basis. Net
                  sales for all periods  shall be defined as gross sales made to
                  unaffiliated   third  parties,   less  returns  received  from
                  unaffiliated  third parties,  products  destroyed in the field
                  and sales taxes,  if any. No other  deductions  shall be made,
                  including  but not  limited  to,  any  costs  incurred  in the
                  production,  distribution, sale, marketing or advertisement of
                  the Licensed Product or for uncollectible accounts.

                  At the end of the year,  the royalty  due to Licensor  for the
                  entire  year  shall be  calculated  on an  annual  basis  (the
                  "Earned  Annual  Royalty").  The royalty due  Licensor at this
                  time  shall be equal to [**]  percent of the net sales for the
                  calendar year less the Guaranteed Minimum Payment.

                   The  calculation of the Earned Annual Royalty for the periods
                  ending  December 31, 2002,  and December 31, 2003,  only,  are
                  each based upon the sum of $[**].  With these  exceptions,  if
                  the Earned Annual Royalty  exceeds the previously  paid sum of
                  the Guaranteed  Minimum Payment

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                  for the year,  such  incremental  amount  shall be paid to the
                  Licensor  by the  Licensee  within  30 days of the end of that
                  year. In no event shall the Earned Annual Royalty be less than
                  the Guaranteed Minimum Payment indicated in Exhibit 1 hereto.

                  The final payment of Earned Annual Royalty, at term end, to be
                  made by  Licensee  shall be offset by an amount  estimated  in
                  good faith by the  Licensee,  taking into  account past return
                  history,  that will be required to cover deductions to be made
                  by retail  accounts for unsold  Products in the  possession of
                  the Licensee's  customers.  Estimates regarding offset amounts
                  are to the  revised up or down based upon  actual  returns.  A
                  final reconciliation of the amount of such final payment shall
                  be provided to the  Licensor  within one hundred  twenty (120)
                  days of the due date of the final  payment and any  additional
                  royalty shall be paid by Licensee to Licensor thirty (30) days
                  therefrom.  If actual  deductions exceed Licensee's good faith
                  estimate,  Licensor will refund the excess royalty to Licensee
                  within thirty (30) days of the final reconciliation.

         6. Additional  Payments.  In  consideration  for granting a license for
Territories outside of the United States of America, Licensee shall pay Licensor
a sum of $[**] on the earlier of its initial  shipment to any such  customers of
$25,000 or more of Licensed  Products  (excluding the Philippines and the Middle
East) or June 30, 2000.

         7.  Inventory  Payments.  The Licensee shall purchase from Licensor all
inventory  items set forth on the  Addendum to Exhibit 2 currently  representing
$[**] in the United States and approximately  $[**] outside the United States to
be adjusted through April 30, 2000. In addition,  Licensee shall advise Licensor
of any  additional  inventory  in the  United  States  to be  purchased  that is
indicated as Potential  Sets on the Addendum to Exhibit 2, not later than May 1,
2000.  Licensor  will provide  Licensee its most current  inventory  lists as of
March 31, 2000.  For inventory  items outside the United States  Licensee  shall
have 60 days from the closing  date of this  Agreement to inspect and approve of
such inventory items, and the amounts to be paid on the following schedule shall
be adjusted downward for disapproved  items.  Adjustments will first be deducted
from the January 2001payment,  and then the immediately  preceding payments,  if
necessary. Otherwise, the schedule of inventory payments will be as follows:



                                      [**]


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                  Licensor  shall hold a lien on Product  inventory in an amount
not to exceed  the  balance  owed to  Licensor,  until  the final  amount of the
inventory  transferred is fully paid. However,  such lien will be subordinate to
any claim(s) of the Licensee's lending financial institution.

         8. Accounts  Receivable.  The  collection of accounts  receivable  from
trade  customers for Products  shipped by the Licensor prior May 1, 2000,  other
than Father's Day gift sets, will be the responsibility of the Licensor and will
be for the account of the  Licensor.  The Licensee,  however,  will use its best
efforts to assist  Licensor in obtaining  payment for amounts that have not been
paid within normal trade terms.

         9. Sales Returns.  Licensor shall be responsible  for the initial $[**]
of  Product  plus  [**]% 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 field with the  authorization  of other  customers.  Licensor  has  provided
Licensee  a list  of open  approved  return  authorizations,  and  Licensee  has
provided to Licensor a list of return  authorizations  to be issued  through the
date of close. Any additional return authorizations shall be received by May 31,
2000.  Inventory  returned  up to $[**] and  greater  than [**]% 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  $[**] plus [**]% 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.

         10.  Accounts  Receivable - Northern Group and  Affiliates.  Reconciled
amounts  outstanding  for purchases made by Licensee or any of its affiliates as
of the closing date will be paid at such time by the  Licensee to the  Licensor.
Unreconciled  amounts  at the  closing  date will be paid  within  ten (10) days
thereafter  provided  both parties  agree to a reconciled  amount due.  However,
payments for  purchases  made within  thirty (30) days prior to closing shall be
payable on normal  business  terms.  Amounts owed by Licensor to the Licensee or
any of its affiliates will be paid by Licensor in the same manner.


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         11.  Pledged  Assets.  The Licensor's  inventory  located in the United
States is currently  pledged as collateral  under a Revolving  Credit  Agreement
with  Mid-Peninsula  Bank.  Simultaneously  with  the  signing  of  the  License
Agreement,  the bank will release its claims  against such inventory in exchange
for the Licensor  paying all amounts due and  outstanding  under such  Revolving
Credit  Agreement.  The bank's UCC releases  will be deposited  with  Licensor's
attorney and will be provided Licensee at closing,  providing  Licensee has wire
transferred  immediately  available  U.S.  funds in the  amount of not less that
$200,000 to Licensor's attorney's trust account. If such funds are not available
at such time,  Licensor's attorney shall hold the bank's UCC releases until such
funds are received in his trust account Licensor represents and warrants that no
other  liens are held on  Licensor's  inventory  that will be  purchased  by the
Licensee and no items included in the inventory are on consignment  from others.
There are no liens or encumbrances  against the inventory  currently  located in
Europe.  Licensor warrants that such inventory to be purchased by Licensee is of
commercial quality.

         12. Open Purchase  Orders.  The Licensor will provide a listing of open
purchase  orders to the Licensee at the closing of the Agreement,  substantially
in the form of the document previously furnished.  All such open purchase orders
are for goods required for the REALM(R) and innerREALM(R) product lines and such
purchase orders were placed in order to meet the expected  Product  requirements
included in the annual sales budget originally  presented to the Licensor by the
Licensee.  Such open purchase orders,  not including  inventory being purchased,
will become the  responsibility  of the  Licensee at the signing of this License
Agreement  and  payment  for such items will be made by  Licensee to Licensor at
such time.  For any goods or merchandise  that Licensor has physically  received
for which Licensee will assume  payment  responsibility,  an adjustment  will be
made in the value of the  inventory  at closing to avoid the  Licensee  making a
double payment for such goods. All Purchase Orders issued in connection with the
Products by the Licensor  from March 17, 2000 to the  commencement  date of this
Agreement  for  greater  than  Five  Thousand  Dollars  ($5,000)  will have been
approved in advance by an authorized representative of Licensee.

         13. Product Inventory not Purchased by Licensee. If the Parties are not
able to mutually  agree on a purchase price for any of the items included in the
inventory,  Licensor  shall have the right to sell such items to a third  party.
However,  the Licensor  shall not have the right to sell such Product  inventory
into the U.S.  Retail Market,  to U.S.  Catalogs or directly to consumers in the
United States without the express permission of the Licensee.  Further, Licensee
shall have a one week  period to  exercise a first  right of refusal to purchase
such items from the Licensor at the price  negotiated  by the Licensor  with the
proposed unrelated third party purchaser. The Licensee shall make payment within
thirty (30) days of receipt of such Product inventory.

         14. Pheromones.  The product costs included in inventory do not include
the cost of the human  pheromone  components.  Licensor will not charge Licensee
the cost of the pheromone  components contained in the inventory being purchased
by Licensee  pursuant to paragraph 7.  Licensor  will sell the human  pheromones
components  to


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Licensee,  in the same blend as currently used by Licensor to Licensee at a cost
to be agreed by the parties. Such cost initially will not be less than $[**] per
gram.  Should it be  necessary  for the cost per gram to Licensee  to  fluctuate
during the License Period, Licensee agrees to pay for such additional amounts so
long as Licensor's  per gram dollar profit  remains the same.  Licensor will not
enter into any agreement with any vendor producing human pheromone components to
artificially  increase the price to Licensee.  Licensee  will not enter into any
agreement  with any vendor  that  would  artificially  inflate  the price of any
Licensed Product sold from Licensee to Licensor.  Payment for pheromones will be
due 30 days from the date of shipment. For the current forecast of product needs
of the Licensee, the aggregated cost of such pheromones should approximate $[**]
for the first twelve (12) months of the License  Agreement.  Since the lead time
to produce  pheromones  is currently  three (3) months,  Licensee will provide a
forecast of  quantities  of each type of product to be  produced  and a purchase
order for the pheromones at least ninety (90) days prior to the  commencement of
production.  Licensor  will attempt to keep at least a three (3) month supply of
such  pheromones  on hand at all times to permit  timely  delivery to  Licensee.
Licensor  agrees  that the amount of  pheromones  shipped  will be  adequate  to
produce the amount of Licensed Products  indicated on a purchase order submitted
by Licensee in accordance with the terms of this paragraph.

         Licensee, may at its option, order and purchase from Licensor up to two
years of its  forecasted  needs for human  pheromone  components.  In that event
storage of such  components  shall,  for security  purposes,  remain with Pherin
Pharmaceuticals,  Inc.. All storage will be at Licensee's sole cost and expense.
Payment for stockpiled human pheromone components shall be within thirty days of
written   notification   from  Licensor  to  Licensee  of  completion  of  their
production.  Licensee  understands and  acknowledges  that all stockpiled  human
pheromone  components  will be  stored  without  blending.  The  final  blending
proportions   and  technical   information   associated   therewith   constitute
proprietary  information  and remain the sole  property  of  Licensor.  Licensee
represents  and  warrants  to  Licensor  that it will not  attempt to analyze or
reverse engineer human pheromone  components nor any blends sold to Licensee for
use in the Licensed  Products.  Licensor  represents that all amounts shipped to
Licensee will be usable for the period as a forecast by Licensee.

         If the Licensor is unable to provide pheromones to Licensee on a timely
basis,  providing a timely  purchase order is received from  Licensee,  Licensee
shall have the right to purchase the  pheromones  directly  from the  Licensor's
vendor. In such event,  Licensor shall fully cooperate with Licensee in locating
third party  supplier(s)  and permit such third  party  supplier(s)  to complete
Licensor's supply requirement of Pheromones.  In such event,  Licensor agrees to
disclose  to  the  third  party  supplier(s),   pursuant  to  a  confidentiality
agreement,  all of the technical information necessary to enable the third party
supplier(s) to complete such supply.

         15.  Transition  Period.  The  Parties  agree  that  there  will  be  a
transition  period  required  for the  Licensee  to  arrange  to  take  physical
possession  of the  inventory,  establish  customer  service,  order  processing
operations,  EDI coordination  with the department


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stores and other  functions at their  facilities.  Each Party shall bear its own
employee,  facility and operating costs through April 30, 2000. Thereafter,  the
Licensee  will assume all costs,  and expenses  (including  benefits)  for those
employees of the Licensor in these areas which  Licensee  requests  remain until
May 31,  2000 or such  earlier  date as  anticipated  in Exhibit 4, and make any
payments due to Licensor within 7 days of billing of such costs by the Licensor.
Licensor shall provide no transition  assistance  beyond May 31, 2000 unless the
appropriate  employees  agree to remain after May 31, 2000 and their total costs
are fully paid by Licensee on a weekly basis during such extended time. Licensor
may not charge  Licensee  for rent to its new  executive  offices.  The charges,
costs and other associated  expense items assumed by Licensee  commencing May 1,
2000 shall be determined in accordance  with the approved  schedule  attached to
this  Agreement as Exhibit 4. Both  Parties  shall make every effort to minimize
the length of time of the transition period.  Licensee shall provide to Licensor
a written letter of procedures regarding separation of receivables,  chargebacks
and  any  announcement  it  wants  to  send  to  customers   regarding   payment
instructions in accordance with paragraph 39.

         16.  Purchase  of  Products  by  Licensor  After  the  Close.   Product
requirements of the Licensor for its personal needs (local  donations,  personal
gifts,  etc.) or for sale into the Excluded  Territories  shall be  communicated
[**] days in advance of need and accompanied by a purchase order. Licensee shall
sell such products to Licensor at  Licensee's  direct cost plus a markup of [**]
percent.  Product to be sold by  Licensor  into the  Excluded  Territories  will
either be manufactured by the Licensor or its designee outside the United States
and its  territories  or if purchased by Licensor from  Licensee for  subsequent
sale will bear different secondary packaging (outside carton).

         17.  Risk of Loss.  Licensor  will  bear all  risk of loss,  damage  or
destruction  of the Product  inventory  prior to the  commencement  date of this
Agreement.  Licensee will bear the risk of loss after the  commencement  date of
this  Agreement.  Licensor  represents  and  warrants  that none of the Licensed
Product is in its possession except for approximately $20,000.

         18.      Licensor Good Will and Protection. Licensee acknowledges that:

                  (a)  The  name,  packaging,   fragrances,  toiletry  products,
                  including  trademarks,  logos,  and trade packaging and colors
                  associated  with the  products  are  unique and  original  and
                  Licensor is the owner thereof;

                  (b) As a result of the development,  marketing and sale of the
                  products subject to this Agreement, Licensor has established a
                  substantial and valuable goodwill therein;

                  (c) The  appearance,  and  character of the Licensed  Products
                  have  acquired  a  secondary  meaning as  trademarks  uniquely
                  associated with the  merchandise and product lines  authorized
                  by Licensor,  and as such have established identities separate
                  and distinct  from any and all product  prototypes  upon which
                  they may have been based.


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                  (d)  All  rights  in any  additional  advertising,  packaging,
                  merchandising, or other changes in the Licensed Products which
                  may be created by or for Licensee shall,  as between  Licensor
                  and  Licensee,  be and will remain the  exclusive  property of
                  Licensor unless otherwise provided for in this Agreement.

                  (e) Any copyrights, trademarks, or patents previously obtained
                  by Licensor in connection with the Licensed  Products are good
                  and valid.  Licensor  represents and warrants to Licensee that
                  copyrights,   patents  trademarks  or  trademark  applications
                  listed on  Exhibit 3 are  valid,  existing  and to the best of
                  their knowledge, not now being infringed upon.

                  (f)  Unless  otherwise  provided  in  this  Agreement,  as and
                  between Licensor and Licensee,  Licensor shall be deemed to be
                  the owner of all materials created for the Licensed  Products,
                  including  but not  limited to artwork.  Licensee  agrees that
                  such  materials  created  and  furnished  by  Licensee or it's
                  employees  shall be  considered  "works made for hire" as that
                  phrase is used in ss.  101 and  ss.201  of the U.S.  Copyright
                  Revision Act 1976.  Licensee shall have the rights to items it
                  creates  such  as  molds,  tools,  and  dies  subject  to  the
                  condition  that  Licensee  will agree to sell  these  items to
                  Licensor upon  termination  of this  Agreement at the lower of
                  the unamortized cost of the item, or other amount to be agreed
                  by the parties. If any such materials or elements shall not be
                  deemed  "works  made for hire",  Licensee  hereby  assigns and
                  transfers to Licensor or its designee,  all rights,  including
                  copyright, title and interest in and to all such materials and
                  elements.

                  (g) Licensee shall not, during the License Period, or any time
                  thereafter,  dispute  or  contest,  nor cause or assist or aid
                  others in disputing or contesting  Licensor's  exclusive right
                  and title to the intellectual property of or pertaining to the
                  Licensed  Products,  or any other rights of Licensor in and to
                  the  subject   matter  of  this   Agreement,   or  breach  the
                  confidentiality of the terms of this Agreement.  Licensee will
                  fully  cooperate  with and  assist  Licensor  should  Licensor
                  choose to take steps to prevent or prosecute any  infringement
                  of the rights of Licensor copyrights,  trademark or patents as
                  may exist upon the  commencement  date of this Agreement;  the
                  costs of which will be borne by Licensor,  including attorneys
                  fees.  Licensee  will notify  Licensor in writing of any known
                  manufacture,  sale,  distribution  or  advertisement  which it
                  believes  may  constitute  an  infringement   upon  Licensor's
                  rights.  Licensee  shall not commence an action or  proceeding
                  against  any person or enter  into a  settlement  relating  to
                  Licensor's   copyrights,   trademarks   or  patents,   without
                  Licensor's prior written consent.  Licensee shall not have any
                  rights  against  Licensor for damages or otherwise for failure
                  to pursue,  or


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                  settle,   any  action  or   proceeding   relating  to  alleged
                  infringements  or violations  of Licensor's  rights herein nor
                  shall any such act or  failure to act by  Licensor  affect the
                  validity or enforceability of this Agreement.

                  Should Licensor fail or refuse to enforce or defend any claims
                  against Licensor's  copyrights,  trademarks,  patents or other
                  threatened  infringement,  then, in that event, Licensee shall
                  have the right to enforce or defend against any such claims at
                  its  own  cost  and  expense.  Licensor  will  cooperate  with
                  Licensee in the exercise of its rights hereunder at no cost or
                  expense to Licensor. Licensee shall have no authority to enter
                  into  any  settlement   agreement  or  otherwise  directly  or
                  indirectly  modify  the  rights  of  Licensor   regarding  its
                  copyrights,   trademarks,  or  patents  under  this  paragraph
                  without the express written consent of Licensor, which consent
                  shall not be unreasonably withheld.

         19.      Trademarks and Trade Names.

                  (a)  Subject to the terms and  conditions  of this  Agreement,
                  Licensor  hereby further grants  Licensee the exclusive  right
                  and license to use the trademarks  and copyrights  depicted on
                  the attached  Exhibit 3 solely in connection with the Licensed
                  Products  and  packaging,  in the  Territories  identified  in
                  paragraph 2, during the License Period.

                  (b)  All   rights  in  said   trademarks   other   than  those
                  specifically  granted  herein are reserved to Licensor for its
                  own use and benefit.  Licensee agrees that it will not acquire
                  any rights in said  trademarks as a result of Licensee's  use,
                  and further  agrees that all use of  Licensor's  trademarks by
                  Licensee shall inure to the benefit of Licensor.

                  (c) Licensee  will at no time use or authorize  the use of any
                  trademark, tradename, copyright or other designation identical
                  with  or  confusingly  or  colorably   similar  to  Licensor's
                  trademarks or tradenames other than for Licensed Products.

                  (d) Upon the expiration or earlier  termination of the License
                  Period  of  this  Agreement,  all  rights  to  use  Licensor's
                  trademarks,  tradenames,  and copyrights  shall  automatically
                  revert to Licensor and Licensee shall immediately  discontinue
                  all use of said trademarks, tradenames, and copyrights, except
                  as may be allowed on a limited basis under paragraph 26.

                  (e) The  license  granted  herein is  personal  and may not be
                  sublicensed,  assigned,  transferred,  pledged,  mortgaged  or
                  otherwise encumbered by Licensee in whole or in part except as
                  approved by Licensor  in advance in  writing,  which  approval
                  shall not be unreasonably withheld. Notwithstanding the above,
                  and consistent  with paragraphs 31 and 32,


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                  Licensee may assign this license to a successor, subsidiary or
                  affiliate in which Licensee or the Northern  Group,  Inc. owns
                  50  percent  or  more of the  stock,  assets,  membership,  or
                  similar  interest;  or a  parent  of  Licensee  which  owns 50
                  percent or more of the stock,  assets,  membership  or similar
                  interest in Licensee or in the  Northern  Group Inc.  Licensee
                  and Guarantor will continue to be fully  responsible under the
                  terms  of this  Agreement  and,  such  successor,  subsidiary,
                  affiliate or parent shall sign this Agreement.

                  (f) Licensor  will  continue to bear the cost of  registration
                  and  maintenance  of  current   trademark   registrations  for
                  REALM(R) and innerREALM(R) and bottle  registrations,  and the
                  copyrights for the secondary  packaging.  Should Licensor fail
                  to maintain current registrations and copyrights, Licensee may
                  proceed to do so. Costs associated with Licensee's maintenance
                  of  Licensor's  current  registrations  may be  deducted  from
                  Minimum  Guaranteed  Payments  due  to  Licensor,  based  upon
                  initial  royalties due on sales of products in the  applicable
                  country(s).  The  responsibility  and cost for any  additional
                  trademark filings,  patents or registration over that which is
                  currently being maintained will be borne by the Licensee.

         20.      Copyright and Trademark Notices.

                  (a)  Licensee  shall  place  or  cause  to be  printed  on all
                  Licensed  Products  and  packaging  where   appropriate,   the
                  complete  copyright  notice in the  following  form:  "(C)" or
                  "Copyright"  (including  the  applicable  date),  "all  rights
                  reserved",  or in such  other name or form as  Licensor  shall
                  advise  Licensee in writing.  Licensor has provided a schedule
                  of  trademarks,  trademark  applications,  and a  schedule  of
                  copyrights attached to this Agreement as Exhibit 3.

                  (b) Licensee  shall also place or cause to be imprinted on all
                  Licensed  Products  and  packaging,  where  appropriate,   the
                  appropriate  trademark  notice,  either  "TM",  or "  (R)"  as
                  Licensor shall determine.

                  (c ) Licensee agrees that it shall use no markings, legends or
                  notices on or in  connection  with the  Licensed  Products and
                  packaging  without first  obtaining  Licensor's  prior written
                  approval which approval  shall not be  unreasonably  withheld.
                  Such  approval  shall be deemed  granted  unless  Licensee  is
                  notified in writing  within three  business days of Licensor's
                  receipt of  packaging  containing  such  markings,  legends or
                  notices from Licensee accompanied by a request for approval.

                  (d) Licensee,  at its expense, will submit to Licensor, or its
                  designee,   copies  of  all  artwork  and  at  least  two  (2)
                  production samples of the Licensed  Products,  Trade Packaging
                  and any and all  material  bearing


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                  copyright  and  trademarks  which it develops,  and intends to
                  use, in order to be assured  that these  provisions  are being
                  fulfilled.  Licensee may not materially  alter the primary and
                  secondary   packaging  of  the  Licensed  Products  (including
                  colors) without the express written consent of Licensor, which
                  consent  shall not be  unreasonably  withheld.  Such  approval
                  shall be deemed granted unless Licensee is notified in writing
                  within  three  business  days of  Licensor's  receipt  of such
                  artwork  or other  material  from  Licensee  accompanied  by a
                  request for approval.

                  (e) Licensor has no obligation to obtain  registration  on new
                  materials  developed  by  Licensee  under (d) above.  However,
                  Licensee will provide such other  materials and  documentation
                  as Licensor may request  should it choose to  effectuate  such
                  registration.  Copyright and  trademarks on all such material,
                  and any new versions,  translations and rearrangements of such
                  material under this paragraph 20 shall be owned by Licensor.

                  (f) Should  Licensor  elect not to register new  trademarks or
                  copyrights,  Licensee  may  proceed  to do so.  In such  event
                  Licensor  will  fully  cooperate,  and will  share one half of
                  associated  legal costs of such  registration  with  Licensee,
                  which  will  offset  or  be  reduced  by  royalties  generated
                  therefrom, until Licensor's obligation is fully satisfied.

                  (g)  If,  as a  result  of its  exploitation  of the  Licensed
                  Products, Licensee acquires any trade rights, equities, titles
                  or other rights therein, Licensee shall immediately assign and
                  transfer  same to  Licensor  upon the  expiration  or  earlier
                  termination of this Agreement,  without  consideration,  other
                  than the consideration of this Agreement.

                  (h) Under no  circumstances  during the term of this Agreement
                  may Licensee  offer any other  products for sale that claim to
                  contain  a  synthesized   human   pheromone  or  actual  human
                  pheromones  unless the product is licensed by Licensor.  Under
                  no  circumstances  during  the  term  of  this  Agreement  may
                  Licensee  offer any  products  for sale that  claim to contain
                  animal pheromones; however, Licensee may offer for sale during
                  the term of this  Agreement  a product  that  contains  animal
                  pheromones  provided that the word "pheromone" does not appear
                  on any materials, including packaging, unless the inclusion of
                  the word "pheromone" is mandated by U.S. or other governmental
                  regulations  in the market(s) in which the product  containing
                  the animal  pheromones is offered for sale. Any breach of this
                  paragraph  shall be  deemed  to be a  material  breach of this
                  Agreement by the Licensee.

         21.  Advertising.  Licensee  shall not offer  for  sale,  advertise  or
publicize any Licensed Products via television, radio, newspapers, magazines, in
store promotional vehicles or catalogs or any other media,  including electronic
media without Licensor's prior written approval in each instance, which approval
shall not be unreasonably


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withheld.  Such approval shall be deemed granted unless  Licensee is notified to
the contrary within three business days of notification to Licensor. In no event
may Licensee under any circumstances make any direct or indirect  pharmaceutical
or therapeutic claims for Licensed Products (including,  without limitation, any
claim  of  affect  on  bodily  functions  or any  claim  of any  biochemical  or
physiological  change),  which would require  regulatory  approval by the United
States Food and Drug  Administration,  or equivalent  agency  outside the United
States,  if it were marketed in the United States.  Licensee shall not be liable
for  advertisements  made by third parties without  Licensees  authorization  or
approval so long as Licensee has taken the  necessary  steps to advise the third
party in conjunction  with any related  transaction  that such claims may not be
made. Should the third party initiate or continue  unauthorized  advertisements,
having  been  placed  on  notice  by  Licensee,  Licensee  shall  terminate  any
relationship with the third party pertaining to Licensed Products.

         22.      Licensee Obligations.

                  (a) Licensee shall have the right to produce or have produced,
                  promote,  advertise  and  sell  the  Licensed  Products  in an
                  ethical  manner  and in  accordance  with the  provisions  and
                  intent of this  Agreement,  and shall not  engage in unfair or
                  anti-competitive  business  practices.  The Licensed  Products
                  shall be produced, distributed and sold in accordance with all
                  applicable international, national, federal, state and a local
                  laws, treaties and governmental orders and regulations.

                  (b) Licensee  shall not encumber or cause to be  encumbered in
                  any  manner,  the  Licensed  Products,  except for the lien as
                  noted in the last  sentence  of  paragraph  7 above.  Licensee
                  shall  not cause or  permit  any  expenses  to be  charged  to
                  Licensor  without  Licensor's  prior written  approval in each
                  instance.

                  (c) Licensee shall exercise its best effort to produce or have
                  produced  sufficient  quantities  of the Licensed  Products to
                  meet  the  market  demand  of the  Licensor  in  the  Excluded
                  Territories for the Licensed Products and shall diligently and
                  continuously  distribute  and  offer  for  sale  the  Licensed
                  Products to fulfill all orders.

                  (d)  Licensee  shall  have the right to use all  tools,  dies,
                  molds, graphics,  promotional materials,  packaging, patterns,
                  displays, and the mechanicals to all chromes, maps, brochures,
                  kits,  sales  literature etc. during the term of the Agreement
                  just  as  Licensor  has.  Licensor  has  been  advised  by the
                  manufacturers of its bottles and caps that the tools, dies and
                  molds are in good  condition  as of the  commencement  date of
                  this  Agreement.  Licensee  will  have the  right to  purchase
                  Licensor's  rights in these  items from  Licensor  if Licensor
                  files for  bankruptcy  or otherwise is unable to perform under
                  the terms of this Agreement.


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         23.      Termination.

                  (a)  Licensee  Bankruptcy.  If  Licensee  files a petition  in
                  bankruptcy,   or  is  deemed  insolvent,   or  a  petition  in
                  bankruptcy is filed  against  Licensee,  or Licensee  makes an
                  assignment for the benefit of its creditors, or an arrangement
                  pursuant to any bankruptcy law, or Licensee  discontinues  its
                  business,  or a receiver  is  appointed  for  Licensee  or its
                  business,  this Agreement and the license granted by its terms
                  shall,  without  notice,   terminate  automatically  upon  the
                  occurrence of any such event.  In the event that the Agreement
                  so  terminates,  Licensee or its  receivers,  representatives,
                  trustees,  agents,  administrators,  successors and/or assigns
                  may be extended  limited  rights by Licensor to produce,  have
                  produced,  distribute,  sell,  exploit,  deal  with any of the
                  Licensed  Products or any packaging  associated  with Licensed
                  Products as provided in paragraph 25.

                  (b) Licensee's  Material Breach of the Agreement.  If Licensee
                  or any sublicensee shall materially breach any of the terms of
                  this  Agreement,  Licensor  shall have the right to  terminate
                  this  Agreement and the license  granted herein subject to the
                  terms and conditions set forth below. A material  breach shall
                  include:

                           i) The  failure to pay any  monetary  amount upon the
                  expiration  of  the  cure  period  under  the  terms  of  this
                  Agreement.

                           ii) The making of, either directly or indirectly, any
                  pharmaceutical  or  therapeutic  claim  pertaining to Licensed
                  Products as more particularly described in paragraph 21.

                           iii) Any attempt to analyze or reverse  engineer  the
                  human   pheromone   components   provided  by   Licensor,   or
                  participate in or benefit by such activities.

                           iv) The  infringement  whether  direct or indirect of
                  any   of   Licensor's   trademark,   copyright,   or   patents
                  registrations.

                           v) The  sale,  marketing,  or  shipment  of  Licensed
                  Products to Excluded  Territories except as otherwise modified
                  in accordance with paragraph 1.

                           vi) The significant  violation of any  international,
                  national,   federal,   state,   or   local   laws,   treaties,
                  governmental orders or regulations.

                           vii) Any  attempt  to assign,  transfer,  sublicense,
                  sell,  give up  possession or control of the rights under this
                  Agreement except as provided in this Agreement.

                           viii) A  failure  by  Licensee  or any  successor  or
                  assign to  obtain  written  confirmation  for the  benefit  of
                  Licensor  and Licensee or any  successor  or assign,  from any
                  financial  institution  to which it intends to grant a lien on
                  inventory of Licensed Products or components thereto, that the
                  institution will recognize and be bound by Licensor's right to
                  repurchase  products,  components  and  inventory  pursuant to
                  paragraphs 25, or 26 of this Agreement.


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                           ix) An  election  by  any  financial  institution  of
                  Licensee  holding a lien on the  inventory  or  components  of
                  Licensed  Products,   or  other  judgement  creditor  claiming
                  attachment or similar rights  thereto,  to take  possession of
                  the inventory or components of Licensed Products,  or any part
                  thereof for the purposes of liquidation or sale.

                           x) The  offer of any  other  products  for sale  that
                  claim to contain a synthesized  human pheromone,  actual human
                  pheromones  or  animal  pheromones,   unless  the  product  is
                  licensed by Licensor,  or as otherwise prohibited by paragraph
                  20 (h).

                           xi)  Except  for  those  matters  contained  in  (ii)
                  through  (x) above,  any breach or default of any other  terms
                  and  conditions of this  Agreement  which  remains  uncured or
                  which Licensee has failed to remedy within thirty (30) days of
                  receipt of Licensor's  notice. If the default or breach is one
                  which  cannot be  reasonably  cured  within  thirty  (30) days
                  receipt of  Licensor's  notice,  then the  failure to commence
                  such cure  within  said  period and  complete  the cure within
                  sixty (60) days of such notice.

                           xii) If a default  or  breach  under  paragraph  (xi)
                  cannot be  reasonably  cured by  Licensee,  then the  repeated
                  default or breach by Licensee  after receipt of written notice
                  from  Licensor  to  Licensee to cease and desist any future or
                  threatened conduct of a same or similar nature.

                  (c) Intentionally omitted.

                  (d) Licensor's  Material Breach of the Agreement.  If Licensor
                  shall  materially  breach any of the terms and  conditions  of
                  this  Agreement,  Licensee  shall have the right to  terminate
                  this Agreement  subject to the terms and  conditions  below. A
                  material breach shall include:

                           i) The  breach  or  falsity  of a  representation  or
                  warranty given to Licensee hereunder;

                           ii)  Licensor's   sale,   marketing  or  shipment  of
                  Licensed Products into any of the Territories;

                           iii)  Licensor's  grant to others of a license to the
                  Licensed Products in the Territories;

                           iv)  Licensor's   assignment  of  this  Agreement  in
                  violation of the terms hereof.

                           v) Except for those matters  contained in (i) through
                  (iv)  above,  any  breach or  default  of any other  terms and
                  conditions of this  Agreement  which remains  uncured or which
                  Licensee  has  failed to  remedy  within  thirty  (30) days of
                  receipt of Licensor's  notice. If the default or breach is one
                  which  cannot be  reasonably  cured  within  thirty  (30) days
                  receipt of  Licensor's  notice,  then the  failure to commence
                  such cure  within  said  period and  complete  the cure within
                  sixty (60) days of such notice.

                           vi) If a default or breach under paragraph (v) cannot
                  be reasonably cured by Licensor,  then the repeated default or
                  breach by  Licensor  after

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                  receipt of written  notice from  Licensee to Licensor to cease
                  and  desist  any  future or  threatened  conduct  of a same or
                  similar nature.

         24.      Intentionally Omitted

         25.      Effect of Termination or Expiration.

                  (a) Upon expiration or earlier  termination of this Agreement,
                  all rights granted to Licensee  shall revert to Licensor,  and
                  except as provided in this Agreement Licensee shall not use or
                  refer  to the  name  REALM(R),  innerREALM(R)  or a  variation
                  thereof nor use any  likeness of its  packaging or bottling in
                  the production,  sale or distribution of products of Licensee,
                  which  in the  opinion  of  the  President  of  the  Fragrance
                  Foundation  or  his/her  designee  is similar to that which is
                  licensed hereunder.

                  (b) Upon expiration or earlier  termination of this Agreement,
                  Licensee  will  return  to  Licensor  all  rights   previously
                  transferred to Licensee  herein to all molds,  dies,  toolings
                  and other  materials  which  reproduce the trade packaging and
                  bottles for the Licensed  Products.  If Licensee has developed
                  any molds,  dies,  toolings and other similar  materials which
                  reproduce  the  trade   packaging  and  bottles  for  Licensed
                  Products Licensee will sell its rights regarding such items to
                  Licensor,  or at  Licensor's  election,  Licensee will destroy
                  such items and  provide  such  satisfactory  evidence of their
                  destruction to Licensor.  If Licensor  elects to purchase such
                  items, the price shall be the lower of Licensee's  unamortized
                  cost of the item, or other amount to be agreed by the parties.
                  Notwithstanding  the  terms  of  this  paragraph,  it  is  not
                  intended to affect the rights of Licensee  under  paragraph 26
                  to build out or round up inventory upon  expiration or earlier
                  termination of this  Agreement.  Notwithstanding,  if Licensor
                  elects not to purchase molds, dies and tooling which reproduce
                  the trade  packaging  and  bottles for the  Licensed  Products
                  under the terms contained in this paragraph,  Licensee may use
                  such molds,  dies and tooling for products  that in no way can
                  be  construed  to  cause  any  confusion  on the  part  of the
                  consumer with the Licensed Products.  If Licensor and Licensee
                  are unable to agree on whether  confusion  may be caused,  the
                  opinion of the President of the  Fragrance  Foundation or such
                  other independent and knowledgeable third party will prevail.

                  (c) Licensee's failure to cease the production,  distribution,
                  sale or advertisement  for sale of the Licensed  Products upon
                  expiration or earlier  termination of this Agreement except as
                  provided in this  Agreement  will result in an  immediate  and
                  irreparable damage to Licensor.  Licensee acknowledges that no
                  adequate  remedy at law exists for such  failure and  Licensee
                  agrees that  Licensor  shall be entitled to an  injunction  or
                  other  equitable   relief  to  prevent  such  breach  of  this
                  Agreement by Licensee.


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                  (d) If this  Agreement is terminated  in accordance  herewith,
                  all percentage  compensation,  and guaranteed minimum payments
                  due Licensor  through the date of termination  hereunder shall
                  be  immediately  due and payable to  Licensor  within ten (10)
                  days of the effective date of termination.

                  (e)  Notwithstanding  the  event  of  termination,  Licensor's
                  rights arising out of this Agreement to compel the enforcement
                  of the continuing  obligations of confidentiality  between the
                  parties   contained  in  this  Agreement  shall   nevertheless
                  continue in full force and  effect.  In  addition,  each party
                  will retain the right to sue for  damages  caused by the other
                  party's default.

                  (f) Upon the event of  termination,  neither  Licensee nor its
                  receiver, financial institutions,  representatives,  trustees,
                  agents,  administrators,  successors  and/or  assigns have any
                  right to sell,  exploit  or in anyway  deal with any  Licensed
                  Products  or  packaging  hereunder  unless  or until  the time
                  within which Licensor has to exercise a right of first refusal
                  to  repurchase  Licensed  Products  produced and  possessed by
                  Licensee  or on  its  behalf,  pursuant  to  paragraph  26 has
                  expired.

         26. Disposition on Expiration or Early Termination.  Upon expiration or
earlier  termination of this  Agreement,  Licensee  shall have the right,  for a
period of not more than [**] days after  expiration or termination to dispose of
all unsold Licensed Products produced by it, or in its possession; provided that
Licensee pays to Licensor all  Percentage  Compensation  accrued and  thereafter
received for the sale of such products.  Licensee will account for and report on
such sales  consistent with the reporting  requirements  of this  Agreement.  In
addition,  Licensor will extend to Licensee during this  disposition  period the
limited  right to "build out" or "round off" its  inventory  and use bottles and
caps to maximize the production of merchantable Licensed Products for resale. It
is specifically  understood that Licensee,  in such instance,  shall not sell or
dispose of any Licensed  Product in job lots at reduced  prices other than as is
customary  in the  ordinary  course of  business  without  first  offering  such
Licensed  Products to Licensor or its designee,  to be  repurchased at wholesale
prices.  In such event  Licensor shall have [**] days from receipt of such offer
to repurchase such Licensed Products.

         In the event that Licensee files for bankruptcy,  is deemed  insolvent,
breaches  this  Agreement  in  accordance  with  paragraph 25 above or otherwise
breaches any other financial  agreement with a lending institution which holds a
security  interest in inventory,  or other Licensed  Products,  resulting in the
secured party's election to retake the collateral; Licensor shall retain a right
of first refusal to repurchase all inventory of Licensed  Products from Licensee
at wholesale prices. In such event Licensor shall have one-hundred  twenty (120)
days from receipt of such offer to  repurchase  such Licensed  Products.  In the
event of bankruptcy,  Licensor shall have one-hundred  twenty days from the date
the lending  institution's  relief from stay order  allowing  them to  foreclose


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becomes final, to elect to repurchase and perform,  or Licensor's right of first
refusal will be lost.

         27. Force Majeure.  Licensee shall be released of its obligations under
this  Agreement in the event that  governmental  regulations,  act of God,  war,
riot, fire,  strike or other labor dispute,  epidemic or other causes beyond the
control of Licensee,  render  performance  by the Licensee  impossible.  In such
event all percentage  compensation,  if any, in excess of the Minimum Guaranteed
Payment shall become  immediately  due and payable and no portion of the minimum
guaranteed  payment shall be  re-payable  or be returnable to Licensee.  If such
event shall continue for a period in excess of three (3) months,  Licensor shall
have the right to terminate this Agreement by giving  Licensee  thirty (30) days
prior written notice.

         28.  Insurance.  Licensee  shall  obtain and maintain its sole cost and
expense throughout the license period and any disposal period,  standard product
liability  insurance,  the form of which must be  acceptable  to Licensor.  Such
insurance shall name Licensor as an additional  named insured.  The policy shall
provide  protection  against  any and all  claims,  demands and causes of action
arising out of any defects or failure to perform, alleged or otherwise, relating
to the  Licensed  Products or any material  used in  connection  therewith.  The
amount of coverage shall be a minimum of [**] Dollars  combined single limit for
each single  occurrence  for bodily injury and property  damage.  Licensee shall
provide a certified copy of said policy  providing such coverage  within fifteen
(15) days after the commencement date of this Agreement.  Licensor shall receive
twenty  (20)  days  written  notice  from  the  insurer  in  the  event  of  any
modification, cancellation or termination of the policy.

         29.  Indemnity.  Licensee will at all times indemnify,  defend and hold
harmless  Licensor  from and against any and all  claims,  damages,  litigation,
judgments,  costs and expenses,  including  reasonable attorneys fees and costs,
caused by or arising out of any alleged  defects in the Licensed  Products which
Licensee  produces or has  produced  for it,  (except to the extent such claims,
damages,  litigation,  judgments, costs and expenses,  reasonable attorneys fees
and costs,  were  caused by or arise out of any  alleged  defects in  components
obtained from Licensor or it's  designees);  the unauthorized use of any patent,
process,  method or device or out of the  infringement of any copyrights,  trade
name, trade mark, patent; or libel,  including invasion of the right to privacy,
publicity or other  property  rights of any party,  or the breach by Licensee of
any of the  provisions of this Agreement in connection  with the  performance by
Licensee of its obligations  under the Agreement.  Licensor may at its election,
defend any action,  by its counsel at its own expense.  Licensee  will cause its
counsel to cooperate  fully with  Licensor  and their  counsel in the defense of
such action. Licensee shall not admit any liability or compromise any proceeding
without first obtaining Licensor's consent in writing.

         Licensor will at all times indemnify, defend and hold harmless Licensee
from and against any and all claims, damages,  litigation,  judgments, costs and
expenses,  including


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reasonable  attorneys  fees and costs,  caused by or arising  out of any alleged
defects in the products Licensee purchases from Licensor under this Agreement.

         30. No Joint  Venture.  Licensee  shall not use the name of Licensor in
any manner  whatsoever,  nor incur any  obligation in Licensor's  name.  Nothing
herein  contained  shall be construed to  constitute  the parties as partners or
joint venturers,  nor shall any similar  relationship be deemed to exist between
them.

         31.  No  Assignment.  The  license  granted  by this  Agreement  is not
assignable  by any act of  Licensee  or by  operation  of law.  Any  attempt  by
Licensee to grant a sublicense,  to assign,  or give up possession or control of
this license or any of its rights shall constitute a material  breach.  Licensor
may not assign  this  Agreement  to any third party  without  the prior  written
consent of Licensee, and any attempt by Licensor to assign the Agreement without
Licensee's consent will constitute a material breach. Notwithstanding,  Licensee
and/or  Licensor  may assign  this  Agreement  to any  acquirer  of more than 50
percent  of the  outstanding  stock or assets of the  Licensee  or  Licensor  as
appropriate,  or to a subsidiary or affiliate  meeting such criteria without the
prior  written  approval of the other  party,  and such  assignor  shall  remain
primarily  responsible for the  performance of the terms of this agreement.  Any
other attempted  assignment shall be void without the express written consent of
the other party, which consent shall not be unreasonably  withheld. In addition,
it is expressly  understood  that any assignment made under this paragraph shall
not  relieve  either  party  or the  Guarantor  of its  obligations  under  this
Agreement.

                  For the purposes of this Agreement the term  "Licensee"  shall
include Niche  Marketing Inc.,  Northern  Group,  Inc. as well as any successor,
affiliate,  parent,  or  approved  assignee  including  but not  limited  to any
acquirer of more than 50 percent of the outstanding  stock or assets of the said
Licensee.

         32. Guaranty. As a direct inducement to enter into this Agreement under
the terms and  conditions  set forth  herein,  including  Licensor's  consent to
accept  Niche  Marketing,  Inc.  as the  Licensee,  and further  assignments  to
subsidiaries or affiliates under paragraph 31 above, Northern Group, Inc. hereby
personally  guarantees each and every act,  payment,  covenant,  representation,
warranty and required  performance  as called for by a Licensee or any successor
hereunder  throughout the term of this  Agreement,  and any extensions  provided
hereto.

         33. Waiver; Modification. No waiver or modification of any of the terms
of this Agreement shall be valid unless in writing. No waiver by either party of
any breach or default of this  Agreement  shall be deemed a waiver by that party
of any other breach or defaults.

         34. Entire Agreement.  This Agreement including Exhibits represents the
entire   understanding   between  Licensor  and  Licensee;   it  represents  the
culmination of  negotiations  over an extended period of time and is intended to
be the final written fully


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integrated  agreement  between the parties.  It shall not be modified or amended
unless in writing signed by all parties.

         35. Governing Law. This Agreement shall be governed by and construed in
accordance  with a laws of the  state of  California  as an  agreement  made and
performed in that state.  In the event any legal action or other  proceeding  is
commenced  to enforce  any  provision  of this  Agreement  or as a result of the
breach,  default or  misrepresentation  in connection with any provision of this
Agreement,  the successful or prevailing party shall be entitled, in addition to
any  other  relief  to which  the  party  may be  entitled,  recover  reasonable
attorneys fees and costs of litigation incurred in such action or proceeding.

         36.  Notices.  Notices by either  party to the other  shall be given by
fax, if possible, and by registered or certified mail, return receipt requested,
with proof of delivery,  all charges  prepaid,  or by a  recognized  domestic or
international overnight mail provider (Federal Express etc.). All statements and
notices  shall be sent to the  respective  addresses of Licensor and Licensee as
follows:

            To Licensor:

            Human Pheromone Sciences, Inc.
            Attn.: Chief Executive Officer
            4034 Clipper Court
            Fremont, California 94538

            With Copy To:

            William B. Clayton, Jr. Esq.       Julian N. Stern, Esq.
            Clayton & McEvoy P.C.        and   Heller, Ehrman, White & McAuliffe
            333 W. Santa Clara St. #950        525 University Ave. # 1100
            San Jose, California 95113         Palo Alto, California 94301

            To Licensee:

            Niche Marketing, Inc./ Northern Group, Inc.
            Attn: Mark Crames, CEO
                  Charles Famoso CFO
            109 Lafayette Drive
            Syosset,  New York 11791

            With Copy to:

            Matthew S. Quinn Esq.
            Zetlin & De Chiara LLP
            801 Second Avenue
            New York, NY 10017


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         37.  Arbitration.  Should a dispute arise between Licensor and Licensee
or Guarantor pertaining to the performance of any party or the interpretation of
any term of this Agreement that dispute shall be subject to binding arbitration.
The arbitration  shall be conducted in Santa Clara County,  California under the
Commercial  Rules  of the  American  Arbitration  Association.  Nothing  in this
Agreement shall prevent any party from seeking extraordinary relief to compel or
prevent  actions,  activities  or conduct  of the other  party in breach of this
Agreement.  Judgment upon any award of the  arbitrator may be entered in a court
of competent jurisdiction.

         38.  Closing Date.  The signing of the  Agreement  shall occur no later
than April 24,  2000,  unless  extended  by the  written  mutual  consent of the
Parties.  All sales and  resulting  gross  profit  from May 1, 2000  forward  of
Licensed  Products in the United  States accrue to the Licensee and all selling,
marketing,  advertising and  distribution  expenses (not  considered  transition
costs) after May 1, 2000 will be borne by the Licensee.

         39. Confidentiality.  The Parties agree to hold in confidence all terms
and  conditions  of  this  Agreement,  except  that  the  Parties  may  disclose
documents,  materials  or  information  to parties who are required to know that
information  for the proper  performance  of their  duties in  effectuating  the
license of the Products.  However,  the disclosing Party must notify and require
all parties to whom the  information is disclosed that the  information  must be
kept  confidential  in accordance  with the terms of this Paragraph and secure a
written  non-disclosure  agreement to that effect.  Licensee specifically agrees
that any employees or persons  reimbursed by the Licensor will not be made aware
of this Agreement  without the express written consent of the Licensor.  Neither
Party shall issue any press release or general announcement concerning the terms
or fact of this  Agreement  without  first  obtaining  the  consent of the other
Party, except as may be required by law.

                  Licensee  acknowledges  and  understands  that  Licensor  is a
publicly  traded  Corporation,  and as such, is subject to certain  restrictions
regarding the timing and content of any public  announcement  pertaining to this
Agreement.  Therefore no announcement by Licensee will be allowed in any form or
content unless first approved by Licensor. Upon the execution of this Agreement,
the parties  agree to work  diligently  on a joint  announcement  acceptable  to
Licensor to be sent to all current customers and suppliers notifying them of the
License  Agreement  and  any  procedures  they  need to  follow  to  effect  the
transition.

         40. Audit Rights.  Licensee  shall keep accurate and complete books and
records  covering  all  transactions  relating  to the  subject  matter  of this
Agreement in accordance with generally accepted accounting principles.  Not more
than one time per  year,  to be  completed  within  120 days of the close of the
license year  Licensor or its  representative  shall have the right to audit the
sales and returns data during normal  business hours at Licensee's  normal place
of business at Licensor's cost.  However, if such audit indicates that there has
been a  shortfall  of more than  five (5)  percent  in


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Licensee's payments of royalties due to Licensor, the cost of such audit will be
borne by Licensee.

         41.  Severability.  If any provision of this Agreement is declared by a
court of competent jurisdiction to be invalid,  illegal, or unenforceable,  such
provision  shall be severed from this Agreement and the other  provisions  shall
remain in full force and Effect.

         42. Payment of Taxes. Licensee shall pay all sales, use, value added,
or other  taxes,  federal,  state or  otherwise,  which are levied or imposed by
reason of the transaction  contemplated by this Agreement,  except taxes arising
from income of Licensor with respect to this Agreement.

         43.   Survival  of  Provisions.   Notwithstanding   the  expiration  or
termination  of this  Agreement it is agreed that those  rights and  obligations
which  by  their  nature  are  intended  to  survive  such  expiration  or early
termination  shall survive,  including,  but not limited to  acknowledgement  of
ownership/title, indemnification, and confidentiality.

         44.  Contract  Expenses.  Each Party  shall  bear all of its  expenses,
including attorney fees, in connection with the negotiation of the documentation
of this License Agreement.

         45. Terms of Payment.  Each Party shall  deliver all amounts due to the
other Party by certified  or cashier's  check,  wire  transfer,  or as otherwise
agreed by the parties.

         46. Turnover of Materials.

                  (a) At the  Closing,  or sooner,  the  Licensor  will  provide
         Licensee with an exploded Bill of Materials and thereafter  will assist
         the Licensee in the  transfer of all vendor  master  files,  purchasing
         information  and  outstanding  purchase  orders,   including  assisting
         Licensee in the assignment or transfer of pending  purchase orders with
         the bottle and cap companies. Licensor will also take appropriate steps
         so that  Licensee  may have the same  rights as Licensor to the tooling
         and molds to the extent of Licensee's rights prior to this transaction.
         Licensee will have such ownership  rights for so long as this Agreement
         is in existence. Licensee will have the right of the use of the tooling
         and molds even if the Licensor is in Bankruptcy,  if Licensor  consents
         to this  Agreement  remaining in existence.  Upon  termination  of this
         Agreement,  for any reason by either Party,  all such ownership  rights
         will immediately and automatically revert back to the Licensor.

                  (b) Prior to closing,  Licensee acknowledges that Licensor has
         provided all vendor master files, purchasing  information,  outstanding
         purchase  orders,  an updated list of suppliers,  a schedule of prices,
         graphics, patterns, brochures, sales kits including sales literature to
         Licensees authorized representative on site at Licensor's facility.


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                  (c) Upon  execution of this  Agreement,  the parties will work
         together for the  expedient  transfer of  Licensor's  existing  Website
         (www.realmfragrances.com), the domain name, and 888 number to Licensee.
         The  current  reasonable  estimate  for  transition  of the  Website is
         approximately 15 days. Licensee shall be entitled to all sales from the
         Territories  received  through  the  Website or 888 number  from May 1,
         2000.

                  (d) Upon  termination  of this  Agreement,  for any  reason by
         either  Party,  all such  ownership  and  property  rights to the items
         identified  in  paragraph  a,  b,  and c  above  will  immediately  and
         automatically revert back to the Licensor.

"Licensor"                                           "Licensee"

HUMAN PHEROMONE  SCIENCES, INC.                      NICHE MARKETING, INC.



By  /s/ William P. Horgan                            By  /s/ Marc Crames
    ---------------------                                ---------------
     William P. Horgan, CEO                          Its Chief Executive Officer


         The undersigned, as Guarantor, has read the terms and conditions of the
within License and Purchase  Agreement  executed by and between Niche Marketing,
Inc. as Licensee and Human  Pheromone  Sciences  Inc. as Licensor,  agrees to be
bound by its terms and to Guarantee the  performance of Licensee as that term is
defined in the Agreement.

"Guarantor"

NORTHERN GROUP, INC.


By /s/ Mark Crames
   ---------------
Its Chief Executive Officer


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                                    Exhibit 1

         Minimum Annual Royalties Due and Payment Schedule

                                      [**]


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                                    Exhibit 2

         Schedule of Inventory

List of various Inventory Items within and outside the United States.


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                                    Exhibit 3

         Trademarks, Trademark Applications, Copyrights

List of the Company's Trademarks, Trademark Applications and Copyrights with the
registration dates, numbers and country names.


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                                   Exhibit 4

         Schedule of Costs Associated with Transition Period

Schedule of personnel and non-personnel  expenses associated with the transition
period.


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