AMENDMENT TO LICENSE AND PURCHASE AGREEMENT

         This  Amendment  is made on June 23, 2000 to the  License and  Purchase
Agreement  (the  "Agreement")  dated  April 24,  2000  between  Human  Pheromone
Sciences, Inc. (the "Licensee") and Niche Marketing, Inc. ("Licensee").

         Section 6  ("Additional  Payment)  of the  Agreement  is deleted in its
entirety.

         Section 9 ("Sales  Returns")  of the  Agreement  is  amended to read as
follows.

         9.    Sales  Return.  Licensor  shall be  responsible  for the  initial
               $355,000  of Product  plus 10% of net sales of  Mothers  Day gift
               sets (at wholesale prices) physically returned by U.S. Department
               Store Customers or destroyed in the field with the  authorization
               of current sales  management.  Licensor shall be responsible  for
               all product returned from all other customers or destroyed in the
               in the field.  Licensor  has  provided  Licensee a list of return
               authorizations  to be issued  through  the  date  of  close.  Any
               additional  return  authorizations  shall be  received by May 31,
               2000 or such  other  date  as may be agreed by the  Licensor  and
               Licensee.  Inventory  returned up to the $355,000 and the greater
               10%  of  net  sales  of  Mothers  Day  gift  sets  which  can  be
               refurbished  for future sale will be so  refurbished  by Licensor
               and  sold to  Licensee  at  Licensor's  cost.  Licensee  will pay
               Licensor the wholesale value of returns by U.S.  Department Store
               Customers  physically  accepted  by  Licensor  or  authorized  as
               destroyed  in the field by Licensee  above the  initial  $355,000
               plus 10% of net sales of Mothers Day sets, and such goods will be
               for the account of the Licensee, without further costs.

                      Licensee   shall  have  the  right  to  authorize   return
               authorizations  on  Licensor's  behalf  and to cancel  Licensor's
               previously made return  authorizations  subject to the provisions
               of the immediately  preceding paragraph.  However,  such right is
               conditioned upon Licensee's obligation to report any such actions
               pertaining to old allowances and all new allowances authorized by
               Licensee on Licensor's behalf.  Allowance reports will be updated
               and  reported  to  Licensor  within  ten days of close,  and on a
               thirty-day  basis  thereafter  subject to a  Licensor's  right of
               audit pursuant to paragraph 40.

                      Payment due under this section will be made to Licensor by
               Licensee  within 30 (thirty) days of receipt of such inventory by
               Licensee.

         In all other  respects,  the terms of the Agreement are  reaffirmed and
ratified.

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"Licensor"                                        "Licensee"

HUMAN PHEROMONE SCIENCES, INC.                    NICHE MARKETING, INC.

By /s/ William P. Horgan                          By /s/ Mark D. Crames
   ---------------------------                       ---------------------------
   William P. Horgan, CEO                            Mark D. Crames, CEO


"Guarantor"

NORTHERN GROUP, INC.

By /s/ Mark D. Crames
   ---------------------------
   Mark D. Crames, CEO