Exhibit 10.23




AMENDMENT NO.

1




TO




AGREEMENT TO

PROVIDE SERVICES




This Amendment No. 1 to

Agreement to Provide Services (the “Amendment”), dated as of July 12, 2001, is

by and between Hauser, Inc., a Delaware Corporation (the “Company”), Kenneth

Cleveland Associates, Inc. (the “Contractor”) and Kenneth C. Cleveland

(“Cleveland”).




WHEREAS, the parties have

already entered into that certain Agreement to Provide Services, dated as of

August 1, 2000 (the “Agreement”);




WHEREAS,

the Company has requested that Cleveland serve as Chief Executive Officer of

the Company; and




WHEREAS,

the Company, the Contractor and Cleveland wish to amend the Agreement as set

forth herein;




NOW,

THEREFORE, the parties hereto agree that:




1.             Definitions.  Capitalized terms used in this Amendment

without definition shall have the meaning ascribed to them in the Agreement.




2.             Amendments.




a.             Appointment.  Section 1 of the Agreement is hereby amended

and restated in its entirety as follows:




“Appointment.  The Company hereby appoints (the “Appointment”)

the Contractor and the Contractor hereby agrees to provide services to the

Company which shall consist of Cleveland serving as Chief Executive Officer of

the Company.  The term of the

Contractor’s Appointment (the “Term”) shall commence on November 1, 2000 (the

“Commencement Date”) and shall terminate on August 1, 2004.”




b.             Duties.  Section 2 of the Agreement is hereby amended

and restated in its entirety as follows:




“Duties.  During the Term, the Contractor shall cause

Cleveland to serve as Chief Executive Officer of the Company, on the terms and

subject to the conditions hereinafter set forth.  Cleveland shall serve as a Chief Executive Officer of the Company

and, in such capacity, shall report directly to the Board of Directors of the

Company (the “Board of Directors”) and shall have such duties as are typically

performed by a chief executive officer of a corporation, together with such

additional duties, commensurate with Cleveland’s position as Chief Executive

Officer of the Company, as may be assigned to Cleveland from time to time by

the Board of Directors.”




 




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c.             Fees and Expenses.  Section 3 of the Agreement shall be amended

to add the following paragraph at the end thereof:




(d)  Prior to July 10, 2002, the Company shall

pay Contractor a bonus for the fiscal year ended March 31, 2002 of one hundred

thousand dollars ($100,000); provided, however, that (y) the Company achieves

the operating results for such fiscal year as set forth in the annual budget

for such fiscal year as approved by the Board of Directors and (x) Contractor

shall use at least $50,000 of such bonus to purchase, for itself or Cleveland,

restricted common stock, par value $.001 per share, of the Company (the

“Restricted Stock”) at a purchase price per share equal to the then current

Market Price of the Common Stock and subject to the same restrictions as set

forth in the Restricted Stock Agreement, dated as of July 11, 2001, between the

Company and Cleveland.  Such Restricted

Stock shall be purchased pursuant to a restricted stock agreement, the form of

which is attached hereto as Exhibit A, within 30 days of Contractor’s receipt

of such bonus.  For purposes hereof, the

term “Market Price” shall mean the average closing price of a share of common

stock or other security for the 15 consecutive trading days preceding such day

on the principal national securities exchange on which the shares of common

stock or securities are listed or admitted to trading or, if not listed or

admitted to trading on any national securities exchange, the average of the

reported bid and asked prices during such 15 trading day period on the Nasdaq

National Market or, if the shares are not listed on the Nasdaq National Market,

in the over-the-counter market or, if the shares of common stock or securities

are not publicly traded, the Market Price for such day shall be the fair market

value thereof determined jointly and in good faith by the Board of Directors of

the Company.




d.             Termination.  Section 4 of the Agreement is hereby amended

and restated in its entirety as follows:




SECTION 4.           Termination.  Prior to the end of the Term, the Company

and the Contractor shall have the right to terminate the Appointment of the

Consultant upon 6 months’ prior notice. 

In the event of a termination for any reason, all payments under

Sections 3 hereof shall terminate immediately.




e.             Notices. 

Section 6(c)(i)(2) is hereby amended and restated in its entirety as

follows:




(2)  if to the Company, at 2550 El Presido

Street, Long Beach, CA 90810–1193 (facsimile: (310) 637–9807),

marked for the attention of the Chief Financial Officer, or at such other

address or facsimile number as it may have furnished in writing to the

Executive,




3.             Miscellaneous.




a.             Governing Law.  This Agreement shall be governed by and

construed in accordance with the laws of the State of Delaware applicable to

contracts made and to be performed entirely within such State.




b.             Paragraph and Section Headings.  The headings of the sections and subsections

of this Amendment are inserted for convenience only and shall not be deemed to

constitute a part thereof.




 




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c.             Severability.  In the event that any part or parts of this

Amendment shall be held illegal or unenforceable by any court or administrative

body of competent jurisdiction, such determination shall not effect the

remaining provisions of this Amendment which shall remain in full force and

effect.




d.             Counterparts.  This Amendment may be executed in one or more

counterparts, each of which shall be deemed an original and all of which

together shall be considered one and the same agreement.




 




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IN WITNESS WHEREOF, the parties have executed

this Amendment as of the date first above written:




	

  Hauser, Inc.


  
	

   


  	

   


  
	

  By:   /s/  Harvey L. Sperry


  
	

   


  	

  Harvey L. Sperry, Director


  
	

   


  	

   


  
	

  Contractor


  
	

   


  	

   


  
	

  By :  /s/  Kenneth C.

  Cleveland


  
	

   


  	

  Kenneth C. Cleveland, President


  
	

   


  	

   


  
	

  Cleveland


  
	

   


  	

   


  
	

  By :  /s/  Kenneth C.

  Cleveland


  
	

   


  	

  Kenneth C. Cleveland


  





 




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Exhibit A 




to Exhibit 




10.23




HAUSER, INC.


RESTRICTED STOCK PURCHASE AGREEMENT




THIS AGREEMENT is made

effective as of the        day of          ,

200  , between Hauser, Inc., a Delaware corporation (the “Company”), and Kenneth C. Cleveland (the “Buyer”). 

Except as specifically provided herein, capitalized terms used herein

shall have the meanings attributed to them in the Hauser, Inc. 1999 Stock

Incentive Plan.




WHEREAS, the parties desire

that the Buyer purchase from the Company, and the Company sell to the Buyer,

the Restricted Stock, as defined herein, on the terms and conditions set forth

herein, in exchange for the Buyer’s payment to the Company of a cash purchase

price of $[Market Value on Day of Purchase] per share.




NOW, THEREFORE, in

consideration of the mutual covenants hereinafter set forth and for other good

and valuable consideration, the receipt and adequacy of which is hereby

acknowledged, the parties hereto agree as follows:




1.               Sale of Restricted Stock.  The Company, hereby sells to the Buyer                       

shares of common stock of the Company on the terms and conditions set forth

herein (the “Restricted Stock”)

and the Buyer hereby purchases the Restricted Stock for an aggregate purchase

price of $                        

(the “Purchase Price”).




2.               Section 83(b) Election.  As a condition to the receipt of the Restricted Stock, the Buyer

shall complete and execute four copies of the Section 83(b) Election Form,

which are attached hereto as Exhibit A, and the Buyer shall submit three copies

of the executed Section 83(b) Election Form to the Company by [29 days from

date of Agreement].  The Buyer agrees to

retain the fourth copy of the Section 83(b) Election Form and will submit it

with the Buyer’s income tax return for the 200_ tax year.




3.               Certificates. 

Certificates evidencing the shares of Restricted Stock shall be issued

by the Company and shall be registered in the Buyer’s name on the stock

transfer books of the Company promptly after the date hereof.  As a condition to the receipt of this

Restricted Stock, the Buyer shall execute a stock power, in blank, with respect

to such Restricted Stock and deliver the same to the Company, a copy of which

is attached hereto as Exhibit B.




4.               Legend on Certificates.  Each certificate representing Restricted Stock awarded hereunder

shall bear the following legend until the end of the period prior to the date

the Restricted Stock fully vests as set forth in Section 7 hereof (the “Restricted Period”):




                “Transfer of this certificate and the shares

represented hereby is restricted pursuant to the terms of a Restricted Stock

Purchase Agreement, dated as of                 ,

200   between Hauser, Inc. and Kenneth C. Cleveland.  A copy of such Agreement is on file at the

offices of the Hauser, Inc.”




 





























 




Stop transfer orders shall

be entered with the Company’s transfer agent and registrar against the transfer

of legended securities.




5.             Non–Transferability.  During the Restricted Period, the Buyer may

not sell, transfer, pledge, or otherwise encumber or dispose of the Restricted

Stock, other than by will or the laws of descent and distribution.  Any such transfer, pledge or encumbrance

shall be void and unenforceable against the Company.




6.             Forfeiture

of Shares.  If the Buyer

shall cease to be employed by the Company for any reason (other than death or

permanent disability) (a “Forfeiture Event”) prior to the end of the Restricted

Period the Company may, in its sole discretion, elect that all shares of

Restricted Stock be forfeited by the Buyer to the Company and, upon notice to

Buyer of such election, the Buyer shall have no further rights with respect

thereto.  Any such election by Company

shall be made by giving notice thereof to Buyer and paying Buyer an amount

equal to the Purchase Price within 30 days of such Forfeiture Event.  Whether employment has been terminated for

the purposes of this Agreement, and the reasons therefore, shall be determined

by the Committee, whose determination shall be final, binding and conclusive.




7.             Vesting.  The “Restricted Period” shall be the period commencing on the

date of issuance of the Restricted Stock and ending on the earlier of (a) May

31, 2004 or (b) the death of the Buyer. 

The Restricted Stock shall become fully vested and the restrictions

imposed thereon shall lapse on the last day of the Restricted Period.




8.             Delivery

of Share Certificates. 

Upon payment for the shares of Restricted Stock granted hereunder, the

certificates evidencing such Restricted Stock shall be delivered promptly to

the Buyer.  In the case of the Buyer’s

death, such certificates will be delivered to the beneficiary designated in

writing by the Buyer pursuant to a form of designation provided by the Company,

to the Buyer’s legatee or legatees, or to his personal representatives or

distributes, as the case may be.




9.             Binding

Effect.  This Agreement

shall be binding upon the heirs, executors, administrators and successors of

the parties hereto.




10.           Governing

Law.  This Agreement

shall be construed and interpreted in accordance with the internal laws of the

State of Delaware without reference to the principles of conflicts of law

thereof.




11.           No Employment Rights.  Neither this Agreement nor any action taken

hereunder shall be construed as giving the Buyer any right to be retained in

the employ or service of the Company or any Subsidiary.




12.           Counterparts.  This Agreement may be executed in counterparts, each of which

shall be deemed an original but all of which together shall constitute one and

the same instrument.




 




 





























EXECUTED effective as of the day and year first written above.








	

  HAUSER, INC.


  
	

   


  	

   


  
	

  By:


  	

   


  
	

   


  	

  Name:


  
	

   


  	

  Title:


  
	

   


  	

   


  
	

  BUYER:


  
	

   


  
	

  Name:

  Kenneth C. Cleveland