BUSINESS LOAN AGREEMENT
<TABLE>
<CAPTION>

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 Principal    Loan Date   Maturity    Loan No   Call / Coll  Account  Officer  Initials
<C>          <C>         <C>         <C>        <C>          <C>      <C>      <C>
$500,000.00  05-02-2003  05-03-2004  108143856         2000             016      /s/
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</TABLE>
    References in the shaded area for Lender's use ony and do not limit the
         applicability of this document to any particular loan or item.
Any item above containing "***" has been omitted due to text length limitations.
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Borrower: Human Pheromone Sciences, Inc.            Lender: Mid-Peninsula Bank
          84 West Santa Clara Street, Suite 720             Palo Alto Office
          San Jose, CA 96113                                420 Cowper Street
                                                            Palo Alto, CA 94301

================================================================================

THIS BUSINESS  LOAN  AGREEMENT  dated May 2, 2003, is made and executed  between
Human Pheromone Sciences, Inc. ("Borrower") and Mid-Peninsula Bank ("Lender") on
the following terms and conditions. Borrower has received prior commercial loans
from  Lender or has  applied to Lender for a  commercial  loan or loans or other
financial accommodations,  including those which may be described on any exhibit
or schedule attached to this Agreement ("Loan"). Borrower understands and agrees
that: (A) in granting,  renewing,  or extending any Loan, Lender is relying upon
Borrower's  representations,  warranties,  and  agreements  as set forth in this
Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all
times shall be subject to Lender's  sole  judgment and  discretion;  and (C) all
such Loans  shall be and  remain  subject  to the terms and  conditions  of this
Agreement.

TERM. This Agreement shall be effective as of May 2, 2003, and shall continue in
full force and  effect  until  such time as all of Borrower's  Loans in favor of
Lender have been paid in full, including principal,  interest,  costs, expenses,
attorneys'  fees, and other fees and charges,  or until such time as the parties
may agree in writing to terminate this Agreement.

CONDITIONS  PRECEDENT TO EACH ADVANCE.  Lender's  obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's  satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

      Loan Documents.  Borrower shall provide to Lender the following  documents
      for the Loan:  (1) the Note;  (2) Security  Agreements  granting to Lender
      security  interests in the  Collateral;  (3) financing  statements and all
      other documents  perfecting Lender's Security  Interests;  (4) evidence of
      insurance as required below; (5) together with all such Related  Documents
      as Lender may require for the Loan; all in form and substance satisfactory
      to Lender and Lender's counsel.

      Borrower's  Authorization.  Borrower  shall  have  provided  in  form  and
      substance  satisfactory to Lender  properly  certified  resolutions,  duly
      authorizing the execution and delivery of this Agreement, the Note and the
      Related  Documents.  In addition,  Borrower shall have Provided such other
      resolutions,  authorizations,  documents and  instruments as Lender or its
      counsel, may require.

      Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
      charges,  and other  expenses which are then due and  payable as specified
      in this Agreement or any Related Document.

      Representations  and Warranties.  The  representations  and warranties set
      forth in this Agreement, in the Related Documents,  and in any document or
      certificate delivered to Lender under this Agreement are true and correct.

      No Event of  Default.  There  shall not exist at the time of any Advance a
      condition which would  constitute an Event of Default under this Agreement
      or under any Related Document.

REPRESENTATIONS  AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this  Agreement,  as of the date of each  disbursement of loan or
proceeds, as of the date of any renewal,  extension or modification of any Loan,
and at all times any Indebtedness exists:

      Organization.  Borrower is a  corporation  for profit which is, and at all
      times shall be, duly  organized,  validly  existing,  and in good standing
      under and by virtue or the laws of the State of  California.  Borrower  is
      duly authorized to transact business in all other states in which Borrower
      is doing business,  having contained all necessary  filings,  governmental
      licenses and approvals for each state in which Borrower is doing business.
      Specifically,  Borrower is, and at all times shall be, duly qualified as a
      foreign corporation in all states in which the failure to so qualify would
      have a material  adverse  effect on its business or  financial  condition.
      Borrower  has the full power and  authority to own its  properties  and to
      transact  the  business  in which it is  presently  engaged  or  presently
      proposes to engage.  Borrower  maintains  an office at 84 West Santa Clara
      Street,  Suite 720, San Jose,  CA 95113.  Unless  Borrower has  designated
      otherwise in writing, the principal office is the office at which Borrower
      keeps  its  books  and  records  including  its  records   concerning  the
      Collateral.  Borrower  will  notify  Lender  prior  to any  change  in the
      location of Borrower's  state of  organization or any change in Borrower's
      name.  Borrower  shall do all things  necessary to preserve and to keep in
      full force and  effect its  existence,  rights and  privileges,  and shall
      comply  with all  regulations,  rules,  ordinances,  statutes,  orders and
      decrees  of any  governmental  or  quasi-governmental  authority  or court
      applicable to Borrower and Borrower's business activities.

      Assumed  Business  Names.  Borrower has filed or recorded all documents or
      filings  required by law  relating to all assumed  business  names used by
      Borrower. Excluding the name of Borrower, the following is a complete list
      of all assumed business names under which Borrower does business: None.

      Authorization.  Borrower's  execution,  delivery,  and performance of this
      Agreement and all the Related  Documents have been duly  authorized by all
      necessary  action  by  Borrower  and do not  conflict  with,  result  in a
      violation  of,  or  constitute  a  default  under  (1)  any  provision  of
      Borrower's  articles of incorporation or organization,  or bylaws,  or any
      agreement  or  other  instrument  binding  upon  Borrower  or (2) any law,
      governmental regulation,  court decree, or order applicable to Borrower or
      to Borrower's properties.

      Financial Information. Each of Borrower's financial statements supplied to
      Lender truly and completely disclosed Borrower's financial condition as of
      the date of the statement,  and there has been no material  adverse change
      in  Borrower's  financial  condition  subsequent  to the  date of the most
      recent financial  statement  supplied to Lender.  Borrower has no material
      contingent obligations except as disclosed in such financial statements.

      Legal Effect. This Agreement constitutes,  and any instrument or agreement
      Borrower is  required to give under this  Agreement  when  delivered  will
      constitute legal, valid, and binding  obligations of Borrower  enforceable
      against Borrower in accordance with their respective terms.

      Properties.  Except as  contemplated  by this  Agreement or as  previously
      disclosed in Borrower's  financial  statements or in writing to Lender and
      as accepted  by Lender,  and except for  property  tax liens for taxes not
      presently  due and  payable,  Borrower  owns and has good  title to all of
      Borrower's  properties free and clear of all Security  Interests,  and has
      not executed any security  documents or financing  statements  relating to
      such  properties.  All of Borrower's  properties  are titled in Borrower's
      legal name, and Borrower has not used or filed a financing statement under
      any other name for at least the last five (5) years.

      Hazardous Substances. Except as disclosed to and acknowledged by Lender in
      writing,  Borrower  represents and warrants that: (1) During the period of
      Borrower's  ownership  of  Borrower's  Collateral,  there has been no use,
      generation,   manufacture,   storage,  treatment,   disposal,  release  or
      threatened  release of any  Hazardous  Substance by any person on,  under,
      about or from any of the Collateral.  (2) Borrower has no knowledge of, or
      reason to believe  that there has been (a) any breach or  violation of any
      Environmental Laws; (b) any use, generation, manufacture, storage,

<PAGE>

                            BUSINESS LOAN AGREEMENT
Loan No: 108143856                (Continued)                             Page 2

================================================================================

      treatment,  disposal,  release  or  threatened  release  of any  Hazardous
      Substance on, under,  about or from the  Collateral by any prior owners or
      occupants  of any of the  Collateral;  or (c)  any  actual  or  threatened
      litigation  or claims of any kind by any person  relating to such matters.
      (3) Neither Borrower nor any tenant, contractor, agent or other authorized
      user of any of the Collateral  shall use,  generate,  manufacture,  store,
      treat,  dispose of or release any Hazardous  Substance on, under, about or
      from any of the  Collateral;  and any such activity  shall be conducted in
      compliance   with  all  applicable   federal,   state,   and  local  laws,
      regulations,   and   ordinances,    including   without   limitation   all
      Environmental  Laws.  Borrower  authorizes  Lender and its agents to enter
      upon the Collateral to make such  inspections and tests as Lender may deem
      appropriate to determine compliance of the Collateral with this section of
      the  Agreement.  Any  inspections  or  tests  made by  Lender  shall be at
      Borrower's  expense  and for  Lender's  purposes  only  and  shall  not be
      construed to create any  responsibility or liability on the part of Lender
      to Borrower or to any other person.  The  representations  and  warranties
      contained  herein are based on Borrower's  due diligence in  investigating
      the  Collateral  for hazardous  waste and Hazardous  Substances.  Borrower
      hereby  (1)  releases  and waives any  future  claims  against  Lender for
      indemnity or contribution in the event Borrower becomes liable for cleanup
      or other costs under any such laws,  and (2) agrees to indemnify  and hold
      harmless Lender against any and all claims, losses, liabilities,  damages,
      penalties, and expenses which Lender may directly or indirectly sustain or
      suffer  resulting  from a breach of this section of the  Agreement or as a
      consequence  of  any  use,  generation,  manufacture,  storage,  disposal,
      release or  threatened  release of a hazardous  waste or  substance on the
      Collateral. The provisions of this section of the Agreement, including the
      obligation to indemnify, shall survive the payment of the Indebtedness and
      the  termination,  expiration or  satisfaction of this Agreement and shall
      not be  affected  by Lender's  acquisition  of any  interest in any of the
      Collateral, whether by foreclosure or otherwise.

      Litigation and Claims. No litigation, claim, investigation, administrative
      proceeding or similar  action  (including  those for unpaid taxes) against
      Borrower is pending or  threatened,  and no other event has occurred which
      may  materially   adversely  affect  Borrower's   financial  condition  or
      properties,  other than litigation,  claims, or other events, if any, that
      have been disclosed to and acknowledged by Lender in writing.

      Taxes. To the best of Borrower's knowledge,  all of Borrower's tax returns
      and reports that are or were  required to be filed,  have been filed,  and
      all taxes,  assessments and other  governmental  charges have been paid in
      full,  except those presently being or to be contested by Borrower in good
      faith in the ordinary  course of business and for which adequate  reserves
      have been provided.

      Lien Priority. Unless otherwise previously disclosed to Lender in writing,
      Borrower  has not entered  into or granted  any  Security  Agreements,  or
      permitted  the  filing  or  attachment  of any  Security  Interests  on or
      affecting any of the Collateral  directly or indirectly securing repayment
      of Borrower's Loan and Note, that would be prior or that may in any way be
      superior  to  Lender's  Security  Interests  and  rights  in and  to  such
      Collateral.

      Binding  Effect.  This  Agreement,  the Note, all Security  Agreements (if
      any), and all Related  Documents are binding upon the signers thereof,  as
      well  as upon  their  successors,  representatives  and  assigns,  and are
      legally enforceable in accordance with their respective terms.

AFFIRMATIVE  COVENANTS.  Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

      Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
      all material adverse changes in Borrower's  financial  condition,  and (2)
      all  existing  and  all  threatened  litigation,  claims,  investigations,
      administrative  proceedings or similar actions  affecting  Borrower or any
      Guarantor  whioh  could  materially  affect  the  financial  condition  of
      Borrower or the financial condition of any Guarantor.

      Financial Records. Maintain its books and records in accordance with GAAP,
      applied on a  consistent  basis,  and permit  Lender to examine  and audit
      Borrowers books and records at all reasonable times.

      Financial Statements. Furnish Lender with the following:

            Interim Statements. As soon as available, but in no event later than
            45 days after the end of each  fiscal  quarter,  Borrower's  balance
            sheet and profit and loss  statement for the period ended,  compiled
            by a certified public accountant satisfactory to Lender.

            Additional Requirements. To provide Lender with 10-K report annually
            within ninety (90) days of year end.

      All financial  reports  required to be provided under this Agreement shall
      be prepared in accordance with GAAP,  applied on a consistent  basis,  and
      certified by Borrower as being true and correct.

      Additional   Information.   Furnish  such   additional   information   and
      statements, as Lender may request from time to time.

      Financial  Covenants and Ratios.  Comply with the following  covenants and
      ratios:

            Working  Capital  Requirements.   Borrower  shall  comply  with  the
            following working capital ratio requirements:

                  Quick  Ratio.  Maintain  a Quick  Ratio in  excess of 1.750 to
                  1.000.   The  term  "Quick  Ratio"  means  Borrower's  Cash  &
                  Equivalent  plus Borrower's net Trade  Receivables  divided by
                  Borrower's  total Current  Liabilities.  This liquidity  ratio
                  should be  maintained at all times and may be evaluated at any
                  time.

            Tangible  Net Worth  Requirements.  Maintain a minimum  Tangible Net
            Worth of not less than: $1,500,000.00.  In addition,  Borrower shall
            comply with the following net worth ratio requirements:

                  Debt / Worth  Ratio.  Maintain  a ratio of Debt / Worth not in
                  excess  of 0.500 to  1.000.  The  ratio  "Debt / Worth"  means
                  Borrower's Total  Liabilities  divided by Borrower's  Tangible
                  Net Worth.  This  leverage  ratio should be  maintained at all
                  times and may be evaluated at any Time.

            Other  Requirements.  As  stated  above  under  Debt / Worth  Ratio.
            Tangible Net Worth (excluding deferred revenue from debt).

            Except  as  provided  above,  all  computations  made  to  determine
            compliance with the  requirements  contained in this paragraph shall
            be made in accordance with generally accepted accounting principles,
            applied on a consistent  basis,  and  certified by Borrower as being
            true and correct.

      Insurance.  Maintain  fire and  other  risk  insurance,  public  liability
      insurance,  and such other insurance as Lender may require with respect to
      Borrower s properties and operations, in form, amounts, coverages and with
      insurance  companies  acceptable  to  Lender.  Borrower,  upon  request of
      Lender,  will  deliver  to  Lender  from  time to  time  the  policies  or
      certificates  of  insurance  in form  satisfactory  to  Lender,  including
      stipulations that coverages will not be cancelled or diminished without at
      least ten (10) days prior written notice to Lender.  Each insurance policy
      also shall  including an  endorsement  providing that coverage in favor of
      Lender will not be impaired in any way by any act,  omission or default of
      Borrower or any other  person.  In connection  with all policies  covering
      assets in which  Lender  holds or is offered a security  interest  for the
      Loans,  Borrower  will provide  Lender with such  lender's loss payable or
      other endorsements as Lender may require.

      Insurance Reports.  Furnish to Lender, upon request of Lender,  reports on
      each existing  insurance  policy  showing such  information  as Lender may
      reasonably  request,  including without limitation the following:  (1) the
      name of the insurer;  (2) the risks insured; (3) the amount of the policy;
      (4) the properties  insured;  (5) the then current  property values on the
      basis of which insurance has been obtained,  and the manner of determining
      those values; and (6) the expiration date of the policy. In addition, upon
      request of Lender  (however not more often than  annually),  Borrower will
      have  an  independent  appraiser  satisfactory  to  Lender  determine,  as
      applicable,  the actual cash value or replacement  cost of any Collateral.
      The cost of such appraisal shall be paid by Borrower.

<PAGE>
                            BUSINESS LOAN AGREEMENT
Loan No: 108143856                (Continued)                             Page 3

================================================================================

      Other  Agreements.  Commonly  with all terms and  conditions  of all other
      agreements,  whether now or hereafter existing, between Borrower and other
      party  and  notify  Lender  immediately  in  writing  of  any  default  in
      connection with any other such agreements.

      Loan  Proceeds.  Use all Loan  proceeds  solely  for  Borrower's  business
      operations,  unless  specifically  consented  to the contrary by Lender in
      writing.

      Taxes,  Charges  and  Liens.  Pay  and  discharge  when  due  all  of  its
      indebtedness   and   obligations,   including   without   limitation   all
      assessments,  taxes, governmental charges, levies and liens, of every kind
      and nature,  imposed upon Borrower or its properties,  income, or profits,
      prior to the date on which penalties  would attach,  and all lawful claims
      that,  if unpaid,  might  become a lien or charge  upon any of  Borrower's
      properties, income, or profits.

      Performance.  Perform  and  comply,  in a timely  manner,  with all terms,
      conditions,  and  provisions set forth in this  Agreement,  in the Related
      Documents,  and in all other  instruments and agreements  between Borrower
      and Lender. Borrower  shall notify  Lender  immediately  in writing of any
      default in connection with any agreement.

      Operations. Maintain executive and management personnel with substantially
      the same  qualifications  and  experience  as the  present  executive  and
      management  personnel;  provide  written notice to Lender of any change in
      executive  and  management  personnel;  conduct its business  affairs in a
      reasonable and prudent manner.

      Environmental  Studies.  Promptly  conduct  and  complete,  at  Borrower's
      expense, all such investigations,  studies,  samplings and testings as may
      be  requested  by Lender or any  governmental  authority  relative  to any
      substance, or any waste or by-product of any substance defined as toxic or
      a hazardous substance under applicable federal, state, or local law, rule,
      regulation,  order or  directive,  at or  affecting  any  property  or any
      facility owned, leased or used by Borrower.

      Compliance  with   Governmental   Requirements.   Comply  with  all  laws,
      ordinances,   and  regulations,   now  or  hereafter  in  effect,  of  all
      governmental   authorities   applicable   to  the  conduct  of  Borrower's
      properties,  businesses and operations, and to the use or occupancy of the
      Collateral,  including without limitation, the Americans With Disabilities
      Act.  Borrower  may  contest  in good  faith any such law,  ordinance,  or
      regulation  and  withhold  compliance  during  any  proceeding,  including
      appropriate  appeals,  so long as Borrower has notified  Lender in writing
      prior to  doing so and so long as,  in  Lender's  sole  opinion,  Lender's
      interests  in the  Collateral  are not  jeopardized.  Lender  may  require
      Borrower  to  post  adequate   security  or  a  surety  bond,   reasonably
      satisfactory to Lender, to protect Lender's interest.

      Inspection. Permit employees or agents of Lender at any reasonable time to
      inspect any and all Collateral for the Loan or Loans and Borrower's  other
      properties and to examine or audit Borrower's books, accounts, and records
      and to make  copies and  memoranda  of  Borrower's  books,  accounts,  and
      records.  If Borrower now or at any time  hereafter  maintains any records
      (including  without  limitation  computer  generated  records and computer
      software programs for the generation of such records) in the possession of
      a third party,  Borrower,  upon request of Lender, snail notify such party
      to permit Lender free access to such records at all  reasonable  times and
      to  provide  Lender  with  copies of any  records it may  request,  all at
      Borrower's expense.

      Compliance  Certificates.  Unless  waived in writing  by  Lender,  provide
      Lender at least annually,  with a certificate executed by Borrower's chief
      financial  officer,  or other  officer  or person  acceptable  to  Lender,
      certifying  that the  representations  and  warranties  set  forth in this
      Agreement  are true and  correct  as of the  date of the  certificate  and
      further  certifying that, as of the date of the  certificate,  no Event of
      Default exists under this Agreement.

      Environmental  Compliance  and  Reports.  Borrower  shall  comply  in  all
      respects  with any and all  Environmental  Laws;  not  cause or  permit to
      exist, as a result of an intentional or  unintentional  action or omission
      on Borrower's  part or on the part of any third party,  on property  owned
      and/or occupied by Borrower,  any environmental  activity where damage may
      result to the environment,  unless such environmental activity is pursuant
      to and in  compliance  with  the  conditions  of a  permit  issued  by the
      appropriate  federal,  state  or  local  governmental  authorities;  shall
      furnish to Lender  promptly and in any event within thirty (30) days after
      receipt thereof a copy of any notice, summons, lien, citation,  directive,
      letter   or  other   communication   from  any   governmental   agency  or
      instrumentality  concerning  any  intentional or  unintentional  action or
      omission on Borrower's part in connection with any environmental  activity
      whether or not there is damage to the  environment  and/or  other  natural
      resources.

      Additional Assurances. Make, execute and deliver to Lender such promissory
      notes,  mortgages,  deeds  of  trust,  security  agreements,  assignments,
      financing  statements,  instruments,  documents  and other  agreements  as
      Lender or its attorneys may reasonably  request to evidence and secure the
      Loans and to perfect all Security Interests.

RECOVERY OF  ADDITIONAL  COSTS.  If the  imposition of or any change in any law,
rule,  regulation or guideline,  or the interpretation or application of thereof
by any court or administrative or governmental  authority (including any request
or policy not having the force of law) shall impose,  modify or make  applicable
any taxes (except  federal,  state or local income or franchise taxes imposed on
Lender),   reserve   requirements,   capital  adequacy   requirements  or  other
obligations  which  would (A)  increase  the cost to  Lender  for  extending  or
maintaining the credit  facilities to which this Agreement  relates.  (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents,  or
(C) reduce the rate of return on Lender's  capital as a consequence  of Lender's
obligations  with  respect to the  credit  facilities  to which  this  Agreement
relates,  then  Borrower  agrees to pay Lender such  additional  amounts as will
compensate  Lender therefor,  within five (5) days after Lender's written demand
for such payment,  which demand shall be  accompanied  by an explanation of such
imposition or charge and a calculation  in reasonable  detail of the  additional
amounts  payable  by  Borrower,  which  explanation  and  calculations  shall be
conclusive in the absence of manifest error.

LENDER'S  EXPENDITURES.  If any action or  proceeding  is  commenced  that would
materially  affect  Lender's  interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents,  including
but not limited to  Borrower's  failure to discharge or pay when due any amounts
Borrower is required to  discharge  or pay under this  Agreement  or any Related
Documents,  Lender on Borrower's behalf may (but shall not be obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging or paying all taxes,  liens,  security  interests,  encumbrances and
other  claims,  at any time  levied or placed on any  Collateral  and paying all
costs  for  insuring,  maintaining  and  preserving  any  Collateral.  All  such
expenditures  incurred  or paid by  Lender  for such  purposes  will  then  bear
interest at the rate  charged  under the Note from the date  incurred or paid by
Lender to the date of  repayment by Borrower.  All such  expenses  will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned  among and be payable
with any  installment  payments to become due during  either (1) the term of any
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) be
treated  as a  balloon  payment  which  will be due and  payable  at the  Note's
maturity.

NEGATIVE  COVENANTS.  Borrower  covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

      Indebtedness  and Liens.  (1) Except for trade debt incurred in the normal
      course  of  business  and  indebtedness  to  Lender  contemplated  by this
      Agreement,  create,  incur or  assume  indebtedness  for  borrowed  money,
      including capital leases, (2) sell, transfer,  mortgage,  assign,  pledge,
      lease,  grant a security interest in, or encumber any of Borrower's assets
      (except as allowed as Permitted  Liens),  or (3) sell with recourse any of
      Borrower's accounts, except to Lender.

      Continuity  of   Operations.   (1)  Engage  in  any  business   activities
      substantially different than those in which Borrower is presently engaged,
      (2) cease operations,  liquidate,  merge, transfer, acquire or consolidate
      with any other  entity,  change its name,  dissolve  or  transfer  or sell
      Collateral out

<PAGE>
                            BUSINESS LOAN AGREEMENT
Loan No: 108143856                (Continued)                             Page 4

================================================================================

      of the ordinary course of business, or (3) pay any dividends on Borrower's
      stock (other than dividends payable in its stock), provided,  however that
      notwithstanding the foregoing, but only so long as no Event of Default has
      occurred and is  continuing or would result from the payment of dividends,
      if Borrower is a  "Subchapter S  Corporation"  (as defined in the Internal
      Revenue Code of 1986, as amended),  Borrower may pay cash dividends on its
      stock to its shareholders from time to time in amounts necessary to enable
      the  shareholders  to pay  income  taxes  and make  estimated  income  tax
      payments to satisfy  their  liabilities  under federal and state law which
      arise  solely  from  their  status  as  Shareholders  of  a  Subchapter  S
      Corporation because of their ownership of shares of Borrower's stock.

      Loans,  Acquisitions and Guaranties.  (1) Loan, invest in or advance money
      or assets,  (2)  purchase,  create or acquire  any  interest  in any other
      enterprise or entity,  or (3) incur any  obligation as surety or guarantor
      other than in the ordinary course of business.

CESSATION OF  ADVANCES.  If Lender has made any  commitment  to make any Loan to
Borrower,  whether  under this  Agreement or under any other  agreement,  Lender
shall have no  obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the  Related  Documents  or any  other  agreement  that  Borrower  or any
Guarantor  has  with  Lender;  (B)  Borrower  or  any  Guarantor  dies,  becomes
incompetent  or becomes  insolvent,  files a petition in  bankruptcy  or similar
proceedings,  or is adjudged a  bankrupt;  (C) there  occurs a material  adverse
change in Borrower's  financial  condition,  in the  financial  condition of any
Guarantor,  or in the value of any  Collateral  securing  any  Loan;  or (D) any
Guarantor seeks,  claims or otherwise  attempts to limit,  modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender.

DEFAULT.  Each of the following shall  constitute an Event of Default under this
Agreement:

      Payment  Default.  Borrower  fails to make any payment  when due under the
      Loan.

      Other  Defaults.  Borrower  fails to comply  with or to perform  any other
      term, obligation,  covenant or condition contained in this Agreement or in
      any of the  Related  Documents  or to comply  with or to perform any term,
      obligation, covenant or condition contained in any other agreement between
      Lender and Borrower.

      Default in Favor of Third Parties.  Borrower or any Grantor defaults under
      any loan,  extension  of credit,  security  agreement,  purchase  or sales
      agreement,  or any  other  agreement,  in favor of any other  creditor  or
      person  that may  materially  affect any of  Borrower's  or any  Grantor's
      property  or  Borrower's  or any  Grantor's  ability to repay the Loans or
      perform their  respective  obligations  under this Agreement or any of the
      Related Documents.

      False  Statements.  Any  warranty,  representation  or  statement  made or
      furnished  to  Lender  by  Borrower  or on  Borrowers  behalf  under  this
      Agreement or the Related  Documents is false or misleading in any material
      respect,  either now or at the time made or furnisned or becomes  false or
      misleading at any time thereafter.

      Insolvency.  The  dissolution or termination of Borrower's  existence as a
      going business,  the insolvency of Borrower, the appointment of a receiver
      for any part of Borrower's  property,  any  assignment  for the benefit of
      creditors,  any  type of  creditor  workout,  or the  commencement  of any
      proceeding under any bankruptcy or insolvency laws by or against Borrower.

      Defective  Collateralization.   This  Agreement  or  any  of  the  Related
      Documents ceases to be in full force and effect (including  failure of any
      collateral  document to create a valid and perfected  security interest or
      lien) at any time and for any reason.

      Creditor  or  Forfeiture  Proceedings.   Commencement  of  foreclosure  or
      forfeiture  proceedings,   whether  by  judicial  proceeding,   self-help,
      repossession  or any other  method,  by any creditor of Borrower or by any
      governmental  agency  against  any  collateral  securing  the  Loan.  This
      includes a garnishment of any of Borrower's  accounts,  including  deposit
      accounts,  with Lender.  However, this Event of Default shall not apply if
      there  is a  good  faith  dispute  by  Borrower  as  to  the  validity  or
      reasonableness  of the  claim  which  is the  basis  of  the  creditor  or
      forfeiture  proceeding  and if Borrower gives Lender written notice of the
      creditor or  forfeiture  proceeding  and deposits  with Lender monies or a
      surety  bond for the  creditor  or  forfeiture  proceeding,  in an  amount
      determined by Lender, in its sole discretion, as being an adequate reserve
      or bond for the dispute.

      Events  Affecting  Guarantor.  Any of the  preceding  events  occurs  with
      respect to any Guarantor of any of the  Indebtedness or any Guarantor dies
      or becomes  incompetent,  or  revokes  or  disputes  the  validity  of, or
      liability  under,  any  Guaranty  of the  Indebtedness.  In the event of a
      death,  Lender,  at its option,  may, but shall not be required to, permit
      the Guarantor's estate to assume  unconditionally  the obligations arising
      under the guaranty in a manner satisfactory  to Lender,  and, in doing so,
      cure any Event of Default.

      Change in Ownership.  Any change in ownership pursuant to which any person
      or  controlled  group  acquires  twenty-five  percent (25%) or more of the
      common stock of Borrower.

      Adverse Change. A material  adverse change occurs in Borrower's  financial
      condition,  or Lender  believes the prospect of payment or  performance of
      the Loan is impaired.

      Right to Cure. If any default,  other than a default on  Indebtedness,  is
      curable and if Borrower or Grantor, as the case may be, has not been given
      a notice of a similar default within the preceding twelve (12) months,  it
      may be cured (and no Event of Default  will have  occurred) if Borrower or
      Grantor,  as the case may be, after  receiving  written notice from Lender
      demanding  cure of such default:  (1) cure the default within fifteen (15)
      days; or (2) if the cure requires more than fifteen (15) days, immediately
      initiate  steps which  Lender  deems in  Lender's  sole  discretion  to be
      sufficient  to cure the default and  thereafter  continue and complete all
      reasonable and necessary steps sufficient to produce compliance as soon as
      reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related  Documents,  all commitments
and  obligations of Lender under this Agreement or the Related  Documents or any
other  agreement  immediately  will terminate  (including any obligation to make
further  Loan  Advances  or   disbursements),   and,  at  Lender's  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind to  Borrower,  except  that in the case of an Event of  Default of the type
described in the  "Insolvency"  subsection  above,  such  acceleration  shall be
automatic  and not optional.  In addition,  Lender shall have all the rights and
remedies  provided in the Related  Documents or available at law, in equity,  or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and  remedies   shall  be  cumulative   and  may  be  exercised   singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy,  and an election to make  expenditures or to take action to
perform an obligation  of Borrower or of any Grantor  shall not affect  Lender's
right to declare a default and to exercise its rights and remedies.

ACCOUNTS  RECEIVABLE AGINGS.  Borrower agrees to furnish Lender with, as soon as
available, but in no event later than forty five (45) days after the end of each
fiscal quarter,  Borrower's  detailed  accounts  receivable aging for the period
ended.

EXHIBIT A.  Exhibit A is attached to this  Agreement,  and by this  reference is
made  a part  of  this  Agreement  just  as if all  the  provisions,  terms  and
conditions of the Exhibit had been fully set forth in this Agreement.

OUT OF DEBT PROVISION.  Borrower agrees to maintain the principal balance on the
Note  at a zero  balance  for a  period  of at  least  thirty  consecutive  days
commencing  with the date of this  Promissory  Note and  continuing  through the
maturity date of this Promissory Note.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

<PAGE>
                            BUSINESS LOAN AGREEMENT
Loan No: 108143856                (Continued)                             Page 5

================================================================================

      Amendments.   This  Agreement,   together  with  any  Related   Documents,
      constitutes  the entire  understanding  and agreement of the parties as to
      the matters set forth in this Agreement.  No alteration of or amendment to
      this  Agreement  shall be effective  unless given in writing and signed by
      the party or parties  sought to be charged or bound by the  alteration  or
      amendment.

      Attorneys'  Fees;  Expenses.  Borrower  agrees to pay upon  demand  all of
      Lender's  costs  and  expenses,  including  Lender's  attorneys'  fees and
      Lender's legal  expenses,  incurred in connection  with the enforcement of
      this  Agreement.  Lender may hire or pay someone else to help enforce this
      Agreement,  and  Borrower  shall  pay  the  costs  and  expenses  of  such
      enforcement. Costs and expenses include Lender's attorneys' fees and legal
      expenses whether or not there is a lawsuit,  including attorneys' fees and
      legal expenses for bankruptcy  proceedings (including efforts to modify or
      vacate any automatic stay or  injunction),  appeals,  and any  anticipated
      post-judgment collection services. Borrower also shall pay all court costs
      and such additional fees as may be directed by the court.

      Caption  Headings.  Caption headings in this Agreement are for convenience
      purposes only and are not to be used to interpret or define the provisions
      of this Agreement.

      Consent to Loan  Participation.  Borrower  agrees and consents to Lender's
      sale or  transfer,  whether  now or  later,  of one or more  participation
      interests  in the  Loan  to one or more  purchasers,  whether  related  or
      unrelated  to  Lender.   Lender  may  provide,   without  any   limitation
      whatsoever,  to any one or more purchasers,  or potential purchasers,  any
      information or knowledge Lender may have about Borrower or about any other
      matter  relating to the Loan,  and  Borrower  hereby  waives any rights to
      privacy  Borrower  may  have  with  respect  to  such  matters.   Borrower
      additionally   waives  any  and  all  notices  of  sale  of  participation
      interests,  as well as all notices of any repurchase of such participation
      interests.   Borrower  also  agrees  that  the   purchasers  of  any  such
      participation  interests will be considered as the absolute owners of such
      interests  in the Loan and will  have all the  rights  granted  under  the
      participation   agreement  or  agreements   governing  the  sale  of  such
      participation  interests.  Borrower further waives all rights of offset or
      counterclaim  that it may have now or later against  Lender or against any
      purchaser of such, a  participation  interest and  unconditionally  agrees
      that either  Lender or such  purchaser may enforce  Borrower's  obligation
      under the Loan  irrespective of the failure or insolvency of any holder of
      any interest in the Loan.  Borrower  further  agrees that the purchaser of
      any such participation interests may enforce its interests irrespective of
      any personal claims or defenses that Borrower may have against Lender.

      Governing Law. This Agreement will be governed by,  construed and enforced
      in  accordance  with federal law and the laws of the State of  California.
      This Agreement has been accepted by Lender in the State of California.

      Choice of Venue.  If there is a lawsuit,  Borrower  agrees  upon  Lender's
      request to submit to the jurisdiction of the courts of Santa Clara County,
      State of California.

      No Waiver by Lender.  Lender shall not be deemed to have waived any rights
      under this Agreement  unless such waiver is given in writing and signed by
      Lender. No delay or omission on the part of Lender in exercising any right
      shall  operate as a waiver of such right or any other  right.  A waiver by
      Lender of a provision of this Agreement  shall not prejudice or constitute
      a waiver of Lender's right otherwise to demand strict compliance with that
      provision  or any other  provision of this  Agreement.  No prior waiver by
      Lender, nor any course of dealing between Lender and Borrower,  or between
      Lender  and any  Grantor,  snail  constitute  a waiver of any of  Lender's
      rights or of any of  Borrower's  or any  Grantor's  obligations  as to any
      future transactions. Whenever the consent of Lender is required under this
      Agreement,  the granting of such  consent by Lender in any instance  shall
      not  constitute  continuing  consent to  subsequent  instances  where such
      consent  is  required  and in all cases  such  consent  may be  granted or
      withheld in the sole discretion of Lender.

      Notices.  Any notice  required to be given under this  Agreement  shall be
      given in writing,  and shall be effective  when actually  delivered,  when
      actually  received by telefacsimile  (unless  otherwise  required by law),
      when  deposited with a nationally  recognized  overnight  courier,  or, if
      mailed,  when  deposited  in the  United  States  mail,  as  first  class,
      certified or registered  mail postage  prepaid,  directed to the addresses
      shown  near the  beginning  of this  Agreement.  Any party may  change its
      address for notices under this  Agreement by giving formal  written notice
      to the other  parties,  specifying  that the  purpose  of the notice is to
      change the party's address.  For notice purposes,  Borrower agrees to keep
      Lender  informed  at all  times  of  Borrower's  current  address.  Unless
      otherwise provided or required by law, if there is more than one Borrower,
      any notice given by Lender to any Borrower is deemed to be notice given to
      all Borrowers.

      Severability.  If a court of competent jurisdiction finds any provision of
      this  Agreement  to be  illegal,  invalid,  or  unenforceable  as  to  any
      circumstance, that finding shall not make the offending provision illegal,
      invalid, or unenforceable as to any other circumstance,  If feasible.  The
      offending provision shall be considered modified so that it becomes legal,
      valid and enforceable.  If the offending  provision cannot be so modified,
      it shall be  considered  deleted  from this  Agreement.  Unless  otherwise
      required by law, the illegality,  invalidity,  or  unenforceability of any
      provision of this  Agreement  shall not affect the  legality,  validity or
      enforceability of any other provision of this Agreement.

      Subsidiaries and Affiliates of Borrower.  To the extent the context of any
      provisions  of this  Agreement  makes it  appropriate,  including  without
      limitation any representation,  warranty or covenant,  the word "Borrower"
      as used in this Agreement shall include all of Borrower's subsidiaries and
      affiliates.  Notwithstanding the foregoing however, under no circumstances
      shall this  Agreement be  construed to require  Lender to make any Loan or
      other  financial  accommodation  to  any  of  Borrower's  subsidiaries  or
      affiliates.

      Successors and Assigns.  All covenants and  agreements  contained by or on
      behalf of Borrower shall bind Borrower's  successors and assigns and shall
      inure to the benefit of Lender and its  successors  and assigns.  Borrower
      shall not, however,  have the right to assign Borrower's rights under this
      Agreement or any interest  therein,  without the prior written  consent of
      Lender.

      Survival of  Representations  and  Warranties.  Borrower  understands  and
      agrees  that  in  extending  Loan  Advances,  Lender  is  relying  on  all
      representations,  warranties,  and  covenants  made  by  Borrower  in this
      Agreement or in any certificate or other instrument  delivered by Borrower
      to Lender under this Agreement or the Related Documents.  Borrower further
      agrees  that  regardless  of any  investigation  made by Lender,  all such
      representations,  warranties  and covenants  will survive the extension of
      Loan  Advances and delivery to Lender of the Related  Documents,  shall be
      continuing in nature,  shall be deemed made and redated by Borrower at the
      time each Loan  Advance is made,  and shall remain in full force and until
      such time as Borrower's  Indebtedness shall be paid in full, or until this
      Agreement shall be terminated in the manner  provided above,  whichever is
      the last to occur.

      Time is of the Essence.  Time is of the essence in the performance of this
      Agreement.

      Waive Jury.  All parties to this  Agreement  hereby waive the right to any
      jury trial in any action, proceeding, or counterclaim brought by any party
      against any other party. (Initial Here WPH)

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed to sucn terms in the Uniform  Commercial  Code.  Accounting
words and terms not otherwise  defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting  principles as
in effect on the date of this Agreement:

      Advance. The word "Advance" means a disbursement of Loan funds made, or to
      be made,  to  Borrower  or on  Borrower's  behalf  on a line of  credit or
      multiple advance basis under the terms and conditions of this Agreement.


<PAGE>
                            BUSINESS LOAN AGREEMENT
Loan No: 108143856                (Continued)                             Page 6

================================================================================

      Agreement.  The word  "Agreement"  means this Business Loan Agreement,  as
      this Business Loan Agreement may be amended or modified from time to time,
      together  with all exhibits and  schedules  attached to this Business Loan
      Agreement from time to time.

      Borrower.  The word "Borrower" means Human Pheromone  Sciences,  Inc., and
      all other persons and entities signing the Note in whatever capacity.

      Collateral. The word "Collateral" means all property and assets granted as
      collateral security for a Loan, whether real or personal property, whether
      granted directly or indirectly,  whether granted now or in the future, and
      whether granted in the form of a security interest,  mortgage,  collateral
      mortgage,  deed  of  trust,  assignment,   pledge,  crop  pledge,  chattel
      mortgage,  collateral  chattel  mortgage,  chattel  trust,  factor's lien,
      equipment trust,  conditional sale, trust receipt,  lien, charge,  lien or
      title  retention  contract,  lease or  consignment  intended as a security
      device, or any other security or lien interest whatsoever, whether created
      by law, contract, or otherwise.

      Environmental Laws. The words "Environmental Laws" mean any and all state,
      federal  and local  statutes,  regulations  and  ordinances  relating  the
      protection  of  human  health  or  the  environment,   including   without
      limitation the Comprehensive  Environmental  Response,  Compensation,  and
      Liability  Act of 1980,  as  amended,  42  U.S.C.  Section  9601,  et seq.
      ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub.
      L. No. 99-499 ("SARA"),  the Hazardous  Materials  Transportation  Act, 49
      U.S.C.  Section 1801, et seq., the Resource  Conservation and Recover Act,
      42 U.S.C.  Section 6901, et seq.,  Chapters 6.5 through 7.7 of Division 20
      of the California  Health and Safety Code,  Section 25100, et seq.,  other
      applicable state or federal laws,  rules, or regulations  adopted pursuant
      thereto.

      Event of Default.  The words "Event of Default"  mean any of the events of
      default  set  forth  in this  Agreement  in the  default  section  of this
      Agreement.

      GAAP. The word "GAAP" means generally accepted accounting principles.

      Grantor.  The word "Grantor" means each and all of the persons or entities
      granting a Security  Interest in any  Collateral  for the Loan,  including
      without limitation all Borrowers granting such a Security Interest.

      Guarantor.   The  word  "Guarantor"   means  any  guarantor,   surety,  or
      accommodation party of any or all of the Loan.

      Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
      including without limitation a guaranty of all or part of the Note.

      Hazardous  Substances.  The words  "Hazardous  Substances"  mean materials
      that,  because of their quantity,  concentration or physical,  chemical or
      infectious  characteristics,  may  cause or pose a  present  or  potential
      hazard to human health or the environment when improperly  used,  treated,
      stored,  disposed of,  generated,  manufactured,  transported or otherwise
      handled. The words "Hazardous  Substances" are used in their very broadest
      sense  and  include  without  limitation  any and all  hazardous  or toxic
      substances,  materials  or  waste  as  defined  by  or  listed  under  the
      Environmental Laws. The term "Hazardous Substances" also includes, without
      limitation,  petroleum and petroleum  by-products or any fraction  thereof
      and asbestos.

      Indebtedness.  The word "indebtedness" means the indebtedness evidenced by
      the Note or  Related  Documents,  including  all  principal  and  interest
      together  with all other  indebtedness  and costs and  expenses  for which
      Borrower is  responsible  under this Agreement or under any of the Related
      Documents.

      Lender.  The word "Lender"  means  Mid-Peninsula  Bank, its successors and
      assigns.

      Loan. The word "Loan" means any and all loans and financial accommodations
      from Lender to Borrower  whether now or  hereafter  existing,  and however
      evidenced,   including  without   limitation  those  loans  and  financial
      accommodations  described  herein or  described on any exhibit or schedule
      attached to this Agreement from time to time.

      Note. The word "Note" means the Note executed by Human Pheromone Sciences,
      Inc. in the principal  amount of $500,000.00  dated May 2, 2003,  together
      with all renewals of, extensions of,  modifications  of,  refinancings of,
      consolidations of, and substitutions for the note or credit agreement.

      Permitted Liens.  The words "Permitted  Liens" mean (1) liens and security
      interests securing  Indebtedness owed by Borrower to Lender; (2) liens for
      taxes,  assessments,  or  similar  charges  either  not yet  due or  being
      contested   in  good   faith;   (3)  liens  of   materialmen,   mechanics,
      warehousemen,  or  carriers,  or other like liens  arising in the ordinary
      course of business and securing  obligations which are not yet delinquent:
      (4) purchase money liens or purchase  money security  interests upon or in
      any  property  acquired  or held by  Borrower  in the  ordinary  course of
      business to secure indebtedness  outstanding on the date of this Agreement
      or permitted to be incurred under the paragraph of this  Agreement  titled
      "Indebtedness  and Liens";  (5) liens and security  interests which, as of
      the date of this  Agreement,  have been  disolosed  to and approved by the
      Lender in writing; and (6) those liens and security interests which in the
      aggregate constitute an immaterial and insignificant  monetary amount with
      respect to the net value of Borrower's assets.

      Related  Documents.  The words  "Related  Documents"  mean all  promissory
      notes,  credit  agreements,  loan  agreements,  environmental  agreements,
      guaranties,  security  agreements,  mortgages,  deeds of  trust,  security
      deeds,  collateral  mortgages,  and all other instruments,  agreements and
      documents,  whether now or hereafter existing, executed in connection with
      the Loan.

      Security  Agreement.  The  words  "Security  Agreement"  mean and  include
      without  limitation any  agreements,  promises,  covenants,  arrangements,
      understandings or other agreements,  whether created by law, contract,  or
      otherwise,  evidencing,  governing,  representing,  or creating a Security
      Interest.

      Security Interest. The words "Security Interest" mean, without limitation,
      any and all types of collateral security,  present and future,  whether in
      the form of a lien, charge, encumbrance, mortgage, deed of trust, security
      deed,  assignment,  pledge,  crop  pledge,  chattel  mortgage,  collateral
      chattel  mortgage,   chattel  trust,   factor's  lien,   equipment  trust,
      conditional sale, trust receipt,  lien or title retention contract,  lease
      or  consignment  intended as a security  device,  or any other security or
      lien interest whatsoever whether created by law, contract, or otherwise.

      Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's  total
      assets  excluding  all  intangible  assets  (i.e.,  goodwill,  trademarks,
      patents,  copyrights,  organizational  expenses,  and  similar  intangible
      items,  but including  leaseholds and leasehold  improvements)  less total
      debt.

      Trade  Receivables.  The words "Trade  Receivables" mean all of Borrower's
      accounts from trade, net of allowance for doubtful accounts.

<PAGE>
                            BUSINESS LOAN AGREEMENT
Loan No: 108143856                (Continued)                             Page 7

================================================================================

BORROWER  ACKNOWLEDGES  HAVING READ ALL THE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT AND BORROWER  AGREES TO ITS TERMS.  THIS  BUSINESS  LOAN  AGREEMENT IS
DATED MAY 2, 2003.

BORROWER:

HUMAN PHEROMONE SCIENCES, INC.


By: /s/ William Horgan
---------------------------------------
William Horgan, Chairman & CEO of Human
Pheromone Sciences, Inc.

LENDER:

MID-PENINSULA BANK

By: /s/ J. H. Stafford
---------------------------------------
J. H. Stafford