EXHIBIT 10.31

                                      THE  U
                                   UNIVERSITY
                                     OF UTAH

                                MASTER AGREEMENT
                                #_______________

                                    BETWEEN

                         HUMAN PHEROMONE SCIENCES, INC.
                                       AND
                             THE UNIVERSITY OF UTAH

         This Agreement  ("Agreement")  is entered into and effective as of July
15, 2004 by and between Human Pheromone Sciences Inc., a California  Corporation
(Tax ID # 94-3107202)  having its  principal  place of business at 84 West Santa
Clara  Street,  Suite  720,  San  Jose,  California  95113  ("Company")  and the
University of Utah, a body politic and corporate of the State of Utah, on behalf
of the University of Utah ("University").

                                    RECITALS

         WHEREAS,  Company wishes from time to time to have certain research and
services performed by University;

         WHEREAS,  the  performance of such research and services is consistent,
compatible  and  beneficial to the academic role and mission of University as an
institution of higher education; and

         WHEREAS, University is qualified to provide such research and services.

                                    AGREEMENT

         NOW,  THEREFORE,  for and in  consideration  of the  mutual  covenants,
conditions and undertakings herein set forth, the parties agree as follows:

         1. Term.  This  Agreement  shall  commence  as July 15,  2004 and shall
remain in effect for a term of five (5) years,  or in the event any Task  Orders
(as  hereinafter  defined) are  outstanding  at the time of  expiration  of such
five-year  period,  until  such  time as all  obligations  thereunder  have been
completed and discharged including expiration of applicable Task Orders.

2. Task Orders. All professional  research and services ("Research or Services")
to be provided  hereunder  shall be as authorized and defined in mutually agreed
upon Task  Orders to be  executed by the  parties  which  shall  reference  this
Agreement  and become a part hereof.  Each such Task Order shall,  at a minimum,
contain the following:

         a.    A detailed  description  of the Scope of the Work  ("Work") to be
               performed

         b.    Applicable specifications

         c.    A detailed budget for the Scope of Work to be performed

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         d.    Cost,   payment  schedule,   and  whether  fixed  price  or  cost
               reimbursable

         e.    Deliverables, and reporting requirements

         f.    Project start and end dates

         g.    University Principal Investigator

         h.    Approved by the Office of Technology Transfer

3.  Supervision  by  University.  The person  with  primary  responsibility  for
supervision  of the  performance  of the  Research  or  Services  on  behalf  of
University shall be designated in the Task Orders. No other person shall replace
or substitute for him/her in the supervisory  responsibilities hereunder without
the prior written  approval of  University,  which may be granted or withheld at
University's sole discretion.

4.  Assignments/Subcontracts.  Neither party shall assign this  Agreement or any
Task Order issued pursuant to the terms hereof,  or assign or subcontract any of
its obligations under the Agreement or any such Task Order,  without the express
written  consent of the other party,  which  consent  shall not be  unreasonably
withheld.

5. Place of Performance.  It is anticipated that  substantially  all of the Work
under this  Agreement will be performed by University at  University's  place of
business.  However, at the request of Company,  University's personnel may, from
time to time,  be required to travel and work at Company's  offices  operated by
Company or Company's  affiliated and associated  companies (as designated in the
applicable  Task Order).  Company shall,  where necessary or appropriate for the
performance of Work under this  Agreement,  provide  University  with reasonable
working space including  necessary office  furniture and telephones,  stationery
supplies  and  materials,   typing  services,  document  reproduction  and  mail
distribution services at such other offices and/or facilities.

6. Payment for Research or Services.  Payment for Research or Services  rendered
will be made on a fixed  price  basis or on the basis of a mutually  agreed upon
cost-reimbursable  billing rate schedule, in accordance with the terms set forth
in each Task Order issued hereunder.

In the event that the Task Order  provides for payment to be made in  accordance
with a cost-reimbursable billing rate schedule,  University shall be compensated
at the rate(s)  specified in the applicable Task Order.  Unless otherwise stated
in the Task Order, University will invoice Company on a monthly basis.

In the event that the Task Order  provides  for payment on a fixed price  basis,
University  shall be compensated in accordance  with a  predetermined  price set
forth in the Task Order,  regardless  of the percent of effort of work  actually
performed.  Unless  otherwise  stated  in  the  Task  Order,  Company  will  pay


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University  one-third  of the total fixed price  within  thirty (30) days of the
start date stated in the Task Order,  one-third  of the total fixed price during
the  performance of the agreed work, and the final  one-third of the total fixed
price within thirty (30) days after receipt of the final Task Order deliverable.

Except as otherwise  expressly  provided below, or in the applicable Task Order,
Company will also reimburse  University for actual and reasonable costs incurred
for  travel  expenses,   associated  living  expenses  and  other  out-of-pocket
expenses, in accordance with University's Travel Policy and Procedures. Invoices
received by Company are due and payable within thirty (30) days of receipt.

Notwithstanding any other conditions of this Agreement, the books and records of
University  hereunder will be made available upon request,  at the  University's
regular  place of business,  for audit by personnel  authorized  by the Company.
Additionally, the books and records must be retained for a period of three years
following final payment.

The period of access and  examination  described  above,  for the records  which
relate to (a) litigation or settlement of claims arising out of the  performance
of this  Agreement  or (b)  costs and  expenses  of this  Agreement  as to which
exception has been taken by any of the organizations  named shall continue until
such litigation, claims, or exceptions have been disposed of.

7.  Equipment.  All equipment,  instruments  and materials  purchased or used by
University in connection  with  performance of the Research or Services shall at
all times  remain under the sole control and  ownership  of  University,  except
where Company is providing their equipment,  and in that case ownership  resides
with the Company.

8. Publication and Confidentiality.

     8.1  Publication.   In  furtherance  of  University's   role  as  a  public
     institution of higher education,  it is necessary that significant  results
     of Research or Services activities be reasonably  available for publication
     by the University, and Company acknowledges that University may publish the
     results  of  Research  or  Services   conducted  in  connection  with  this
     Agreement.

     Notwithstanding the foregoing,  University agrees that it shall not publish
     the results of Research or Services conducted in connection with, each Task
     Order without the prior written consent of Company, until the expiration of
     six (6) months  following the first to occur of either the  termination  of
     this Agreement or submission of the final written report required with each
     Task Order. In the event University  wishes to publish Research or Services
     results  prior to the  expiration  of the  above  described  six (6)  month
     period,  University  shall  first  provide  to  Company  written  notice of
     University's  intent to publish  and a draft of such  publication.  Company
     shall have  thirty  (30) days after  receipt  of the draft  publication  to
     request in writing  the  removal of  portions  deemed by Company to contain
     confidential or patentable material owned by Company, or to request a delay
     in submission of the draft for publication  pending  Company's  application
     for patent protection. In either event, University shall have no obligation
     to delay  publication of the draft for longer than six (6) months following
     delivery  of  University's  notice to  Company  of intent  to  publish.  If

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     University  does not receive  Company's  written  response to the notice of
     intent to publish within the thirty (30) day period,  then Company shall be
     deemed to have  consented  to such  publication.  Information  supplied  to
     University by Company and identified by Company as proprietary  information
     shall not be included in any material published by University without prior
     written consent of Company.

     Company  shall  also  publish  providing  the same  prior  notification  to
     University and to allow appropriate authorship as appropriate and as may be
     required and/or appropriate.

     8.2 Confidentiality. Company acknowledges that University is a governmental
     entity and thus subject to the Utah Governmental  Records Access Management
     Act,  Section  63-2-101  et seq.,  Utah  Code  Ann.  (1997 and supp 1998 as
     amended) ("GRAMA") and Section 53B-16-301 et seq., Utah Code Ann. (1994 and
     Supp.  1998).  Pursuant  to GRAMA  and  Section  53B-16-301  et seq.,  this
     Agreement,  and confidential  information  provided pursuant hereto, may be
     subject  to public  disclosure.  Any person who  provides  University  with
     records that such person  believes  should be protected from disclosure for
     business  reasons must,  pursuant to Section  63-2-308 of GRAMA and Section
     53B-16-304,   provide   University   with  a  written   claim  of  business
     confidentiality and a concise statement of reasons supporting such claim.

9. Indemnification.

     9.1   Indemnification   by  University.   Indemnification   by  University.
     University is a governmental entity and is subject to the Utah Governmental
     Immunity Act,  Section 63-30-1 et seq., Utah Code Ann. (1993 and Supp. 1999
     as amended)  ("Act").  Nothing in this  Agreement  shall be  construed as a
     waiver of any rights or defenses  applicable  to the  University  under the
     Act,  including  without  limitation,  the  provisions of Section  63-30-34
     regarding  limitation of judgements.  Subject to the provisions of the Act,
     University  agrees to  indemnify,  defend and hold  harmless  Sponsor,  its
     directors,  officers,  agents and  employees  against any  actions,  suits,
     proceedings,  liabilities  and damages  that may result from the  negligent
     acts or  omissions  of  University,  its  officers,  agents or employees in
     connection  with this  Agreement up to the limits of the Utah  Governmental
     Immunity Act.

     9.2  Indemnification by Company.  Company shall indemnify,  defend and hold
     harmless University, its directors,  officers, agents and employees against
     any actions,  suits,  proceedings,  liabilities and damages that may result
     from the negligent  acts or omissions of Company,  its officers,  agents or
     employees in connection with this Agreement.

10. Compliance With Laws. In performance of the Research or Services, University
shall  comply  with  all  applicable  federal,  state  and  local  laws,  codes,
regulations, rules and orders.

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11.  Patents  and  Inventions.  Except as  otherwise  expressly  provided  in an
applicable Task Order, the University shall own all right, title and interest in
all inventions and  improvements  conceived or reduced to practice by University
or  University  personnel  in  the  performance  of  the  Research  (hereinafter
collectively "Invention") and may, at its election, file all patent applications
relating  thereto.  In  consideration  of  Sponsor's  support of  University  in
performance  of the  Research,  University  grants to  Sponsor  an option for an
exclusive  license on said option shall expire six months after  University  has
provided  written  notice  to  Sponsor  of  any  such  invention,   improvement,
application  or  patent  ("Option  Period").  Upon  execution  of the  option in
writing,  the parties will meet within thirty (30) days to begin negotiating the
terms of the license. The parties agree to negotiate in good faith and the terms
of the  license  will be  reasonable  in  relation  to licenses in the field and
industry.  In the event a license is not executed within six (6) months from the
exercise of the option,  or the option is not exercised within the Option Period
the  University  shall  be  free to  license  the  Invention  to  others  in the
University's  sole  discretion.  In the event the  University  shall abandon its
rights to any such Invention prior to exercise of said option,  University shall
assign to Sponsor all of the University's rights, title and interest therein.

12.  Relationship of Parties. In assuming and performing the obligations of this
Agreement,  University  and Company are each acting as  independent  parties and
neither shall be considered or represent  itself as a joint  venturer,  partner,
agent  or  employee  of the  other.  Neither  party  shall  use the  name or any
trademark  of the  other  party in any  advertising,  sales  promotion  or other
publicity  matter  without the prior written  approval of the other party.  Such
approval will not be unreasonably withheld.

13.  Termination.  This  Agreement or any Task Order may be terminated by either
party at any time and from time to time, by giving written notice thereof to the
other party.  Such termination shall be effective thirty (30) days after receipt
of such notice.  Termination shall not relieve either party of any obligation or
liability accrued  hereunder prior to such termination,  or rescind or give rise
to any right to rescind any payments made prior to the time of such termination.
Termination of this  agreement  will  terminate all Task Orders  existing at the
time of termination.

14. Uncontrollable Forces. Neither Company nor University shall be considered to
be in default of this Agreement if delays in or failure of performance  shall be
due to uncontrollable  forces the effect of which, by the exercise of reasonable
diligence,  the  nonperforming  party could not avoid. The term  "uncontrollable
forces"  shall  mean any  event  which  results  in the  prevention  or delay of
performance  by a party of its  obligations  under this  Agreement  and which is
beyond the control of the nonperforming  party. It includes,  but is not limited
to, fire, flood,  earthquakes,  storms,  lightning,  epidemic,  war, riot, civil
disturbance, sabotage, inability to procure permits, licenses, or authorizations
from any  state,  local,  or federal  agency or person for any of the  supplies,
materials,  accesses,  or services  required to be provided by either Company or
University  under  this  Agreement,  strikes,  work  slowdowns  or  other  labor
disturbances, and judicial restraint.

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15. Miscellaneous.

     15.1  Assignment.  Neither  party shall  assign or transfer any interest in
     this Agreement,  nor assign any claims for money due or to become due under
     this Agreement, without the prior written consent of the other party.

     15.2 Entire Agreement.  This Agreement,  with its attachments,  constitutes
     the entire  agreement  between the  parties  regarding  the subject  matter
     hereof  and  supersedes  any other  written  or oral  understanding  of the
     parties.  This Agreement may not be modified  except by written  instrument
     executed by both parties

     15.3 Successors and Assigns. This Agreement shall be binding upon and inure
     to the benefit of the parties, their successors and permitted assigns.

     15.4 Notices.  Except as provided in Section 3 hereof regarding  payment of
     invoices,  any notice or other  communication  required or  permitted to be
     given to either  party  hereto  shall be in writing  and shall be deemed to
     have been  properly  given and  effective:  (a) on the date of  delivery if
     delivered in person during recipient's normal business hours; or (b) on the
     date  of  delivery  if  delivered  by  courier,  express  mail  service  or
     first-class mail, registered or certified,  return receipt requested.  Such
     notice shall be sent or delivered to the respective  addresses given below,
     or to such other address as either party shall  designate by written notice
     given to the other party as follows:

     In the case of Company:

        HUMAN PHEROMONE SCIENCES, INC.
        ------------------------------
        84 W. Santa Clara St.
        ------------------------------
        Suite 720
        ------------------------------
        San Jose, CA 95113
        ------------------------------
                Attn: CEO
        ------------------------------

     In the case of University:

               AMY SIKALIS
               UNIVERSITY OF UTAH
               OFFICE OF SPONSORED PROJECTS
               1471 E FEDERAL WAY
               SALT LAKE CITY UT 84102-1870


     15.5 Order of Precedence.  In the event of any conflict,  inconsistency  or
     discrepancy  amount,  the  Agreement and any other  documents  listed below
     shall be resolved by giving precedence in the following order.


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          (a) Task Orders with Appendixes

          (b) This Agreement

          (c) Purchase Order issued by Company. In the event a purchase order is
          issued  under  this   Agreement  and  such  purchase   order  contains
          standardized  terms and  conditions,  the terms and conditions of this
          Agreement   shall  supercede  and  replace  all  such  purchase  order
          standardized terms and conditions.

     15.6 Governing Law and Disputes.  This Agreement  shall be interpreted  and
     construed  in  accordance  with  the laws of the  State  of  Utah,  without
     application  of any  principles of choice of laws.  Disputes that cannot be
     resolved  by  Company  and  University  shall be  determined  by a court of
     competent jurisdiction in the State of Utah.

     15.7  Nonwaiver.  A waiver by either party of any breach of this  Agreement
     shall not be  binding  upon the  waiving  party  unless  such  waiver is in
     writing.  In the event of a written waiver,  such a waiver shall not affect
     the waiving party's rights with respect to any other or further breach.

     15.8 Attorney Fees.  The prevailing  Party in any action or suit to enforce
     the terms or conditions of this Agreement  shall be entitled to recover its
     costs of court and  reasonable  attorneys'  fees  incurred in enforcing the
     terms or conditions of this Agreement.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
by their duly authorized  representatives effective as of the day and year first
written above.


  HUMAN PHEROMONE SCIENCES, INC.                       UNIVERSITY OF UTAH
           "Company"                                        "University"

By: /s/ WILLIAM P. HORGAN                   By: /s/ ELLIOTT C. KULAKOWSKI, PH.D.
    --------------------------------            --------------------------------
        Signature                                   Signature

Name: WILLIAM P. HORGAN                     Name: Elliott C. Kulakowski, Ph.D.
    --------------------------------            --------------------------------
       (Please print)

Title:  Chairman, CEO                       Title:  Director, Sponsored Projects
    --------------------------------            --------------------------------

Date:   7/13/04                             Date:      6/23/04
    --------------------------------            --------------------------------

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