BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
========================================================================================================
  Principal       Loan Date      Maturity     Loan No      Call / Coll     Account    Officer   Initials
<S>             <C>             <C>          <C>           <C>             <C>        <C>       <C>
$500,000.00      04-19-2002     05-03-2003   108143856         2000                     016
========================================================================================================
</TABLE>

    References in the shaded area are for Lender's use only 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.

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

 Borrower: Human Pheromone Sciences, Inc.        Lender:  Mid-Peninsula Bank
           84 West Santa Clara Street, Suite 720          Palo Alto Office
           San Jose, CA 95113                             420 Cowper Street
                                                          Palo Alto, CA 94301
================================================================================

THIS BUSINESS LOAN AGREEMENT dated April 19, 2002, 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 April 19, 2002, 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
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 of 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  obtained 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  Borrowers  state of  organization  or any  change  in  Borrowers  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 which 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
     Borrower's 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 include 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.  Comply  with all  terms  and  conditions  of all  other
     agreements,  whether now or hereafter  existing,  between  Borrower and any
     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, eased 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, shall 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.

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 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 or
     entity,  or (3) incur any  obligation as surety or guarantor  other than in
     the ordinary course of business.

<PAGE>

                             BUSINESS LOAN AGREEMENT

Loan No: 108143856                (Continued)                             Page 4
================================================================================

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  Borrower's  behalf  under  this
     Agreement or the Related  Documents is false or  misleading in any material
     respect,  either now or at the time made or furnished  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:

     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.

<PAGE>

                             BUSINESS LOAN AGREEMENT

Loan No: 108143856                 (Continued)                            Page 5
================================================================================

     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, shall 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 effect  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.

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 such 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.

     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 to

<PAGE>

                            BUSINESS LOAN AGREEMENT

Loan No: 108143856                (Continued)                             Page 6
================================================================================

     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 Recovery 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., or 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 April 19, 2002,  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  disclosed  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.

BORROWER  ACKNOWLEDGES  HAVING READ ALL ThE  PROVISIONS  OF THIS  BUSINESS  LOAN
AGREEMENT AND BORROWER  AGREES TO ITS TERMS.  THIS  BUSINESS  LOAN  AGREEMENT IS
DATED APRIL 19,2002.

BORROWER:



HUMAN PHEROMONE SCIENCES, INC.


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

<PAGE>

                            BUSINESS LOAN AGREEMENT

Loan No: 108143856                (Continued)                             Page 7
================================================================================

LENDER:


MID-PENINSULA BANK




By:  /s/ J. H. STAFFORD
     --------------------------------------
     Authorized Signer

================================================================================
    LASER PRO Lending, Ver.5.19.20.02 Copr. Harland Financial Solutions, Inc.
         1997, 2002. All Rights Reserved. - CA C:\CFI\LpL\C40.FC TR-4022

<PAGE>

                     EXHIBIT "A" TO BUSINESS LOAN AGREEMENT

<TABLE>
<CAPTION>
========================================================================================================
<S>             <C>             <C>          <C>           <C>             <C>        <C>       <C>
  Principal       Loan Date      Maturity     Loan No      Call / Coll     Account    Officer   Initials
$500,000.00      04-19-2002     05-03-2003   108143856         2000                     016
========================================================================================================
</TABLE>
     References in the shaded area are for Lenders use only 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.

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

 Borrower: Human Pheromone Sciences, Inc.        Lender:  Mid-Peninsula Bank
           84 West Santa Clara Street, Suite 720          Palo Alto Office
           San Jose, CA 95113                             420 Cowper Street
                                                          Palo Alto, CA 94301
================================================================================

This EXHIBIT "A" TO BUSINESS LOAN AGREEMENT is attached to and by this reference
is made a part of the  Business  Loan  Agreement,  dated  April  19,  2002,  and
executed in connection  with a loan or other  financial  accommodations  between
MID-PENINSULA BANK and Human Pheromone Sciences, Inc.

ADDITIONAL PROVISION

As applicable,  the  definition(s) of the following  financial  covenants and/or
defined terms  contained in this Business Loan  Agreement are amended to read as
follows:

Working Capital. The words "Working Capital" mean Borrower's current assets less
current liabilities.

Tangible Net Worth.  The words "Tangible Net Worth" mean Borrower's total assets
excluding  all  intangible   assets  (i.e.,   goodwill,   trademarks,   patents,
copyrights,   franchises,   capitalized  software,  covenants  not  to  compete,
organizational  costs,  investments,  employee/owner  and intercompany  accounts
receivable and similar intangible items) less total debt, excluding subordinated
debt.

Cash Flow.  The words  "Cash  Flow" mean  Borrower's  net  income  after  taxes,
exclusive of extraordinary  gains and income, plus depreciation and amortization
less cash dividends,  distributions and withdrawals,  and repurchase of treasury
stock.

Debt  /  Worth  Ratio.*  The  ratio  "Debt  /  Worth"  means   Borrower's  Total
Liabilities,  excluding  subordinated debt,  divided by Borrower's  Tangible Net
Worth. *excludes deferred revenue from debt

THIS EXHIBIT "A" TO BUSINESS LOAN AGREEMENT IS EXECUTED ON APRIL 19, 2002.

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
    ---------------------------------------
    Authorized Signer


================================================================================
    LASER PRO Lending, Ver.5.19.20.02 Copr. Harland Financial Solutions, Inc.
         1997, 2002. All Rights Reserved. - CA C:\CFI\LpL\C40.FC TR-4022