AMENDMENT TO LICENSE AND PURCHASE AGREEMENT

     AMENDMENT  TO LICENSE  AND  PURCHASE  AGREEMENT,  made as of the 8th day of
March, 2002 (the "Amendment") between HUMAN PHEROMONE SCIENCES,  INC., having an
office at 84 West Santa Clara  Street,  Suite 720,  San Jose,  California  95113
("Licensor"),  and NICHE  MARKETING,  INC.  having an office at 35 Engel Street,
Hicksville, New York 11802 ("Licensee").

                               W I T N E S S E T H

     WHEREAS,  by that certain License and Purchase  Agreement (the "Agreement")
dated April 24, 2000 between Licensor and Licensee, Licensor granted Licensee an
exclusive license to produce,  promote,  advertise and sell REALM and innerREALM
fragrances and toiletry products,  line extensions and new products carrying the
REALM and  innerREALM  name or variations  thereof in certain  territories  (the
"Territories") during the license period; and

     WHEREAS,  pursuant to the  Agreement,  the Licensee  agreed to pay Licensor
royalties (the  "Royalties") as well as produce the Products for the Licensor at
direct  cost plus a markup of twenty  (20%)  percent  for re-sale by Licensor in
certain other territories (the "Excluded Territories"); and

     WHEREAS,  the parties  wish to amend the  Agreement  as to their rights and
obligations under the Agreement;

     NOW THEREFORE,  in consideration of the mutual covenants herein  contained,
the  sufficiency  of which are hereby  acknowledged,  it is  mutually  agreed as
follows:

<PAGE>

     1.  Agreement:  Except as otherwise set forth  herein,  every other term of
Agreement shall remain in full force and effect.

     2. Purchase of Products by Licensor: Articles 1, 16 and 22 of the Agreement
affecting  the rights of the Licensor to purchase the Products,  and  Licensee's
obligation to produce such Products, are hereby amended as follows:

          (i)  Article 1, Grant of License shall read as follows:

     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
and  innerREALM  fragrances  and  toiletry  products,  line  extensions  and new
products  carrying the name of REALM or a variation  thereof in the  Territories
("Licensed  Products") provided during the license period of the Agreement.  The
license to use the names REALM and innerREALM shall be granted free of all liens
and encumbrances  during the term of the Agreement and each extension thereto in
the Territories. Licensee shall also have the right of first refusal to sell the
Licensed Products in the Excluded Territories (except there shall be no right of
first  refusal  with respect the Excluded  Territories  into which  Licensor has
previously sold the Licensed Products, and to the Philippines),  in exchange for
which Licensee grants to Licensor an exclusive license for any Licensed Products
developed by Licensee for Licensor's sale in the Excluded Territories subject to
the secondary packaging restrictions set forth below.

     The term "Licensed Products" as used herein shall be defined as:


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<PAGE>

     (a)  fragrance  products  consisting  of  perfume,  eau de  parfum,  eau de
     toilette, cologne and after shave (the "Fragrance Products"); and

     (b) ancillary products consisting of all other products under the REALM and
     innerREALM  trademarks  including  body  lotions,   creams  and  gels  (the
     "Ancillary Products").

          (ii) Article 16,  Purchase  of  Products  by Licensor  After the Close
               shall read as follows:

     Fragrance  Product  requirements  of the Licensor  for its  personal  needs
(local  donations,  personal gifts,  etc.) from time to time are not included in
Schedule 1 annexed hereto.  Fragrance  Product  requirements of the Licensor for
re-sale  into the  Excluded  Territories  shall be as set  forth in  Schedule  1
annexed  hereto,  and shall be accompanied by a Purchase  Order,  if one has not
already been placed prior to the  execution of this  Amendment.  Licensee  shall
sell such Fragrance Products to Licensor at Licensee's direct cost plus a markup
of twenty (20%) percent.  Notwithstanding anything contained in the Agreement to
the contrary, after Licensee has fulfilled the production requirements set forth
in  Schedule 1,  Licensor  shall have no further  right to require and  Licensee
shall have no further obligation to produce the Fragrance Products for Licensor.
Thereafter,  any  Fragrance  Products  to be sold by  Licensor  in the  Excluded
Territories will either be manufactured by the Licensor, or its designee outside
the  United  States  and its  territories  and shall  bear  different  secondary
packaging   (outside   carton)  than  that  produced  by  Licensee   within  the
Territories,  and shall additionally  contain English and country of destination
national  language,  bearing a label indicating HPSI as the  manufacturer.  HPSI
shall retain the exclusive  rights to all such  different  secondary  packaging.
Secondary packaging for sales of the Fragrance Products to


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<PAGE>

Japan and Hong  Kong/China  may be of the same  design  and color as those  sold
within  the  Territories,  but  must  comply  with  the  language  and  labeling
requirements set forth above.

     Licensor  further  agrees to produce the Ancillary  Products for re-sale by
Licensor in the Excluded  Territories  provided,  however,  that  Licensor  will
provide at least three (3) months  advance notice of the types and quantities of
Ancillary Products required and, if the total quantities exceed 240 units at one
time, by submission of a Purchase Order. Notwithstanding the foregoing, Licensee
shall not be  required  to produce  more than  1,500  total  units of  Ancillary
Products  combined  per year and may refuse to produce  any or all such units at
any time  before  accepting  a Purchase  Order,  for any or no reason.  Purchase
Orders will be considered  as accepted by Licensee if not rejected  within seven
(7) business days after receipt.

               (iii) Article 22, Licensee Obligations. Shall read as follows:

                                      ****

               (C) LICENSEE  SHALL  EXERCISE ITS BEST EFFORTS TO PRODUCE OR HAVE
PRODUCED SUFFICIENT QUANTITIES OF THE FRAGRANCE PRODUCTS INDICATED ON SCHEDULE 1
ANNEXED HERETO TO MEET THE NEEDS INDICATED ON SUCH SCHEDULE.

                                      ****

     3. Component Products: Licensee shall provide reasonable component products
to the Licensor above and beyond the  quantities  included in Schedule 1 annexed
hereto until component  vendors are able to supply such components to HPSI under
Purchase  Orders  placed  by HPSI  prior  to the  execution  of this  Amendment.
Estimates  of such needs will be provided to Niche at the time of the  execution
of this Amendment. Niche shall not,


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<PAGE>

however,  be  required  to provide  component  products  that  would  materially
endanger Niche's ability to fulfill its currently  existing orders. In addition,
the Operations Executive of Niche and the Operations Executive of HPSI will work
together in good faith to coordinate  orders for all  components in an effort to
increase the quantities  being produced by any component  vendor at one time and
thereby  increase the chance that both  Licensor and Licensee will receive lower
prices for the component products based upon increased quantities.

     4. The Territories:  The Territories included in Article 2 of the Agreement
shall exclude the Philippines.  In exchange for Licensee's ceding this territory
to Licensor,  Licensor will pay Licensee the sum of $160,000  upon  execution of
this  Agreement.  Upon receipt and  clearance of such payment,  the  Philippines
shall become a territory of HPSI in perpetuity.

     5.  Counterparts:  This Amendment may be executed in counterparts,  each of
which shall  constitute an original,  but all such  counterparts  shall together
constitute but one and the same instrument. An electronic version,  facsimile or
photocopy of this Amendment or any signature hereon shall be deemed an original.

     IN WITNESS  WHEREOF,  the parties have duly executed this  Amendment on the
dates indicated below.

HUMAN PHEROMONE SCIENCES, INC.              NICHE MARKETING, INC.


By: /s/ William P Horgan                    By: Mark Crames
Its: Chairman, CEO                          Its: General Counsel
Dated:  March 7, 2002                       Dated:  March 8, 2002


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<PAGE>

     The  undersigned,  as Guarantor,  has read the terms and  conditions of the
within Amendment to the 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 under this Amendment.

NORTHERN GROUP, INC.


By: Mark Crames

Its: General Counsel

Dated:  March 8, 2002


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