Docstoc

Loan Agreement - MEDICAL NUTRITION USA INC - 3-24-2003

Document Sample
Loan Agreement - MEDICAL NUTRITION USA INC - 3-24-2003 Powered By Docstoc
					EXHIBIT 10.5 LOAN AGREEMENT This Loan Agreement ("Agreement") is entered into as of November 5, 2002, by and between Gender Sciences, Inc., a New Jersey corporation (the "Company"), and The Ullman Family Partnership ("Lender"). The Company and Lender agree as follows: 1. Loan. Lender hereby lends to the Company the sum of $400,000 (the "Loan"). 2. Note. The Loan shall be evidenced by a convertible promissory note (the "Note") (a copy of which is attached as Exhibit "A") executed by the Company, dated as of the date the Loan is made, providing for the payment of the principal amount plus simple interest at the rate of eight percent (8%) per annum, and payable on the third (3rd) anniversary of the date of this Agreement ("Maturity Date") at which time the entire unpaid balance of principal and all accrued and unpaid interest shall be due and payable in a single installment. Prior to the Maturity Date, the Note may be converted into the common or preferred stock of the Company as provided hereinbelow. The Note shall also provide that the Company may prepay the Note, in whole or in part, at any time or from time to time upon fifteen (15) days' prior written notice to the Lender, without penalty or additional fees; provided, however that the Lender shall be first given the opportunity to convert the entire unpaid balance of principal and accrued and unpaid interest thereon prior to any prepayment by the Company. 3. Warrant. The Company shall, as further consideration, interest grant Lender a Warrant to purchase 8,000,000 shares of Common Stock at a price per share equal to Five Cents ($0.05) (the "Strike Price"); provided, however that if, pursuant to the Qualifying Equity Financing (as defined below), the Company sells (i) Common Stock at a price per share less than the Strike Price, then the Company shall exchange the Warrant for a warrant to purchase the same number of shares of Common Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing; or (ii) Preferred Stock at a price equal to or less than the Strike Price, then the Company shall exchange the Warrant for warrant to purchase the same number of shares of Preferred Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing. The Warrant shall be substantially in the form of Exhibit "B," attached hereto and incorporated herein. 4. Conversion. 4.1 Voluntary Conversion. If not sooner converted as described in Section 4.2 below, all or some of the outstanding principal balance of, and all or some of the accrued and unpaid interest on, the Note may be converted at any time prior to the Maturity Date, at the option of the Lender, into shares of Common Stock of the Company at a conversion price per share equal to Five Cents ($0.05). 4.2 Automatic Conversion. At the closing of a Qualifying Equity Financing (as defined below) on or before the Maturity Date, the entire outstanding principal balance of, and all accrued and unpaid interest on, the Note shall be automatically converted into the number of shares of either (1) Preferred Stock or Common Stock, as the case may be, if the price per share in the Qualified Equity Financing is equal to or less than Five Cents ($0.05); or (2) Common Stock if the price per share is greater in the Qualified Equity Financing than Five Cents ($0.05), as is obtained by dividing (a) the

outstanding principal balance of, and all accrued and unpaid interest on, the Note as of the closing date of the Qualified Equity Financing by (b) the lower of (i) Five Cents ($0.05) or (ii) the price per share of Common Stock or Preferred Stock, as the case may be, issued in the Qualified Equity Financing. A "Qualified Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock and obtains net proceeds (including conversion of all convertible notes in connection with the bridge financing) in an amount not less than Two Million Dollars ($2,000,000). 4.3 Exchange of Note. As promptly as practicable following the date of the Qualified Equity Financing, the Lender shall deliver the Note to the Company. The conversion of the Note shall be deemed to have been effected immediately upon the closing of the Qualified Equity Financing, and at such time the rights of the Lender to receive principal and interest shall cease, and the Lender shall be treated for all purposes as the record holder of the number of shares of Common Stock or Preferred Stock, as the case may be, into which this Note converts in accordance herewith. As promptly as practicable after the receipt of the Note from Lender, the Company shall cause to be issued and delivered to the Lender a certificate or certificates for the number of shares of Common Stock or Preferred Stock, as the case may be, issuable upon conversion of the Note. Such certificate or certificates shall bear such legends required, in the opinion of counsel for the Company, under applicable securities law. 4.4 Fractional Shares. No fractional shares of shall be issued in connection with any conversion under the Note, but in lieu of such fractional shares, the Company shall round up the shares received upon conversion of the Note to the next whole share of stock. 4.5 Converted Shares Subject to Lock Up. The shares of the Company's capital stock issued to Lender in conversion of the Note shall be subject to a lock-up agreement, wherein the holder of such shares agrees not to sell, assign or transfer the shares for a specific period of time following any underwritten public offering of the Company's securities. The holder of the converted shares agrees to sign a Lock-Up Agreement with terms no more restrictive than the Lock-Up Agreements entered into by the shareholders of the Company who are officers, directors or five percent (5%) shareholders of the Company. 4.6 Restricted Shares Upon Conversion. The shares of the Company's stock issued to Lender in conversion of the Note shall be "restricted securities" as defined in Sections 7.6 and shall be subject to the limitations and legend conditions as set forth in Sections 7.7 through 7.10 herein below. 4.7 Reservation of Shares. The Company currently has enough authorized shares sufficient to effect the conversion of the Note and the exercise of the Warrant. Notwithstanding the foregoing, the Company's current authorized shares are not sufficient to effect the conversion of the Note and the exercise of the Warrant assuming full exercise and conversion of the Company's other outstanding options and convertible securities. Accordingly, the Company covenants and agrees to expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of all of its outstanding options and convertible securities. 2

5. Conditions Precedent to Lender's Obligations. Lender's obligation to disburse the Loan is subject to the condition that, on the date of disbursement ("Closing Date"), there shall have been delivered to Lender, in form and substance satisfactory to Lender and its counsel: 5.1 Note. The Note substantially in the form attached hereto as Exhibit "A," executed by a duly authorized officer of the Company. 5.2 Warrant. The Warrant substantially in the form as attached hereto as Exhibit "B", executed by a duly authorized officer of the Company. 6. Representations and Warranties of Company. The Company represents and warrants that: 6.1 Organization. The Company is a corporation duly organized and existing under the laws of the State of New Jersey with its principal place of business at 10 West Forest Avenue, Englewood, New Jersey 07631. It has the power to own its property and to carry on its business as it is now being conducted. It is duly qualified and authorized to do business and is in good standing in every state, country, or other jurisdiction in which the nature of its business and properties makes such qualification necessary. 6.2 Authority. The Company has full power and authority (corporate and other) to borrow the sums provided for in this Agreement, to execute and deliver this Agreement, to issue the Warrant, the Note and any other instrument or agreement required under this Agreement, and to perform and observe the terms and provisions of this Agreement and of all such other instruments and agreements. 6.3 Corporate Action. All corporate action by the Company, its directors or stockholders, necessary for the authorization, execution, delivery, and performance of this Agreement, issuance of the Warrant, and the Note and any other instrument or agreement required under this Agreement has been duly taken. 6.4 Incumbency and Authority of Signators. The officers of the Company executing this Agreement, the Warrant, the Note and any other instrument or agreement required under this Agreement are duly and properly in office and fully authorized to execute them. 6.5 Due and Valid Execution. This Agreement has been duly authorized, executed, and delivered by the Company, and is a legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms and the Warrant and the Note and any other instrument or agreement required under this Agreement has been so authorized and, when executed and delivered, will be similarly valid, binding and enforceable. 6.6 Capitalization. 6.6.1 Conversion of Debt. Concurrently with the execution of this Agreement, the Two Hundred Forty Five Thousand Dollar ($245,000) loan from Unity Venture Capital Associates Ltd. ("UVCA") shall be converted into 4,900,000 shares of the Company's Common Stock, which are hereby deemed fully paid and non assessable in the form of a cancellation of a loan to the Company made by UVCA in the principal amount of Two Hundred Forty Five 3

Thousand Dollars ($245,000) plus accrued interest thereon. As further consideration for the conversion of the loan, the Company shall issue UVCA a warrant to purchase 4,900,000 shares of the Company's Common Stock exercisable at a price per share equal to the Strike Price and subject to the same terms and conditions as the Warrant set forth above. 6.6.2 Capitalization Table. Attached hereto as Exhibit "E" is the Company's current capitalization table that sets forth the Company's current issued and outstanding stock and the total number of Common Stock post-financing (assuming a $0.05 exercise price) on an as-converted basis. 6.7 Reserved Shares. The Company shall expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of the Note, Warrant and other outstanding options and convertible securities. 6.8 No Violation. There is no charter, bylaw, or capital stock provision of the Company, and no provision of any indenture or agreement, written or oral, to which the Company is a party or under which the Company is obligated, nor is there any statute, rule, or regulation, or any judgment, decree, or order of any court or agency binding on the Company which would be contravened by the execution and delivery of this Agreement, the Warrant, the Note or any other instrument or agreement required under this Agreement, or by the performance of any provision, condition, covenant or other term of this Agreement, the Warrant, the Note or any such other instrument or agreement. 6.9 Litigation Pending. There is no litigation, tax claim, proceeding or dispute pending, or, to the knowledge of the Company, threatened, against or affecting the Company or its property, the adverse determination of which might affect the Company's financial condition or operations or impair the Company's ability to perform its obligations under this Agreement or under the Warrant, the Note or any other instrument or agreement required by this Agreement. 7. Representations and Warranties of Lender. This Agreement is made with Lender in reliance upon Lender's representation and warranties to the Company, which by Lender's execution of this Agreement Lender hereby confirms, that: 7.1 Authorization. This Agreement constitutes Lender's valid and legally binding obligation, enforceable in accordance with its terms. 7.2 Investment Intent. The Note and Warrant to be received by Lender will be acquired for investment for Lender's or his designee's, own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Lender further represents that Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to the Note or the Warrant or any capital stock underlying the Warrant. 7.3 Enforceability. The Lender hereby represents and warrants that the execution and delivery by Lender of this Agreement, when duly executed by the other parties hereto, will result in legally binding obligations of 4

Lender, enforceable against him, her or it in accordance with the respective terms and provisions hereof, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) general principles of equity that restrict the availability of equitable remedies. 7.4 Disclosure of Information. Lender has been provided with copies of the Company's Annual Report on Form 10-KSB for the year ended January 31, 2002, the Company's Quarterly Reports on Form 10-QSB for the quarters ended April 30, 2002 and July 31, 2002 respectively and each Report on Form 8-K filed by the Company since January 1, 2002. In addition, Lender has been provided with a copy of the Company's proxy statement in connection with its most recent annual meeting of shareholders. Lender believes he/she/they have received all the information he/she/they consider necessary or appropriate for deciding whether to make the Loan, and acquire the Note and the Warrant. Lender further represents that he/she/they have had an opportunity to ask questions and receive answers from officers of the Company regarding the Company, its business and the terms and conditions of the Note and the Warrant. Lender recognizes that any investment in the Company must be considered to be highly speculative. 7.5 Confidentiality. Lender hereby represents, warrants and covenants that he/she/they shall maintain in confidence, and shall not use or disclose without the prior written consent of the Company, any information identified as confidential that is furnished to him/her/them by the Company in connection with this Agreement. This obligation of confidentiality shall not apply, however, to any information (a) in the public domain through no unauthorized act or failure to act by Lender; or (b) lawfully disclosed to Lender by a third party who possessed such information without any obligation of confidentiality. Lender further covenants that he/she/they shall return to the Company all tangible materials containing such information upon request by the Company. 7.6 Investment Experience. Lender is a lender and investor in notes and securities of companies in the development stage and acknowledges he/ she/ they are able to fend for themselves, can bear the economic risk and complete loss of his/her/their investment and has such knowledge and experience in financial or business matters that he/she/they are capable of evaluating the merits and risks of the investment in the Note and the Warrant. 7.7 Restricted Securities. Lender understands the Note, the shares resulting from the conversion of the Note, the Warrant and the shares underlying the Warrant he/she/they are acquiring are characterized as "restricted securities" under the federal securities laws in as much as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), except in certain limited circumstances. In this connection Lender represents that he/she/they are familiar with Securities and Exchange Commission ("SEC") Rule 144, as presently in effect, and understand the resale limitations imposed thereby and by the Securities Act. 7.8 Further Limitations on Disposition. Without in any way limiting the representations set forth above, Lender further agrees not to make any disposition of all or any portion of the Note, the shares resulting from the 5

conversion of the Note, the Warrant or the shares underlying the Warrant unless and until: 7.8.1 There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 7.8.2 (i) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Lender shall have the furnished the Company with an opinion of counsel, that such disposition will not require registration of such shares under the Securities Act. 7.9 Legends. 7.9.1 It is understood the Note, the certificate representing the shares resulting from the conversion of the Note, the Warrant, or a certificate for the Company's stock evidencing the shares underlying the Warrant ("Certificate") may bear one or more of the following legends: "These securities have not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act." 7.10 Accredited Investor. Lender is an "accredited investor" as that term is defined in CFR Section 230. 501(a) (Regulation D), as amended, of the SEC under the Securities Act. To be an accredited investor, an investor must fall within one of the categories set forth on Exhibit "C" attached hereto. 7.11 Removal of Legends; Further Covenants. 7.11.1 Any legend placed on the Note, the Warrant or a Certificate pursuant to Section 7.8 hereof shall be removed (i) if the Note, the Warrant or the shares represented by such Certificates shall have been effectively registered under the Securities Act or otherwise lawfully sold in a public transaction, (ii) if the shares may be transferred in compliance with Rule 144(k) promulgated under the Securities Act, or (iii) if Lender shall have provided the Company with an opinion of counsel, in form and substance acceptable to the Company and its counsel and from attorneys reasonably acceptable to the Company and its counsel, stating that a public sale, transfer or assignment of the Note, the Warrant or the shares underlying the Warrant may be made without registration. 7.11.2 Any legend placed on the Note or a Certificate pursuant to Section 8.8 hereof shall be removed if the Company receives an order of the appropriate state authority authorizing such removal or if Lender provides the Company with an opinion of counsel, in form and substance 6

acceptable to the Company and its counsel and from attorneys reasonably acceptable to the Company and its counsel, stating that such state legend may be removed. 7.11.3 Lender further covenants that Lender will not transfer the Note or the Warrant, in violation of the Securities Act, the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or the rules of the Commission promulgated thereunder, including Rule 144 under the Securities Act. Further, Lender agrees that Lender will not transfer the Note, the Warrant or any shares underlying the Warrant without the Company's prior consent, even if Lender is otherwise permitted to transfer them pursuant to this Agreement and all applicable law. 7.12 Risk Factors. The Lender agrees and acknowledges that there are risk factors related to, among other things, (i) the sale by the Company of the Note, and (ii) the Company's business and financial condition. Lender and his, her or its representatives acknowledge and agree that they have carefully reviewed the RISK FACTORS attached hereto as Exhibit "D" in their entirety. Such Risk Factors are incorporated herein by this reference. THE LENDER IS AWARE THAT HIS, HER OR ITS INVESTMENT IN THE NOTE IS A SPECULATIVE INVESTMENT THAT HAS LIMITED LIQUIDITY AND IS SUBJECT TO THE RISK OF COMPLETE LOSS. THE LENDER IS ABLE, WITHOUT IMPAIRING HIS, HER OR ITS FINANCIAL CONDITION, TO SUFFER A COMPLETE LOSS OF HIS, HER OR ITS INVESTMENT IN THE NOTE. 8. Board of Directors. Immediately following the execution of this Agreement, Richard Ullman, or a representative of the Ullman family, and Frank Newman will be appointed to the Company's Board of Directors as outside independent directors and shall be entitled to the standard option package provided to the Company's outside directors. 9. Miscellaneous. 9.1 Notices. Any communications between the parties or notices provided for in this Agreement may be given by mailing them, first class, postage prepaid, to Lender at: The Ullman Family Partnership Address:_______________________

and to the Company at: Gender Sciences, Inc. 10 West Forest Avenue Englewood, New Jersey 07631 Attn: Eugene Terry With a copy to: Foley & Lardner 402 West Broadway, 23rd Floor San Diego, California 92101 Attn: Kenneth D. Polin 7

or to such other address as either party may indicate to the other in writing after the date of this Agreement. 9.2 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the Company shall not assign this Agreement or any of the rights, duties, or obligations of the Company under this Agreement without the prior written consent of Lender. 9.3 Delay and Waivers. No delay or omission to exercise any right, power, or remedy accruing to Lender on any breach or default of the Company under this Agreement shall impair any such right, power, or remedy of Lender, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence in such breach or default, or waiver of or acquiescence in any similar breach or default occurring later; nor shall any waiver of any single breach or default be considered a waiver of any other prior or subsequent breach or default. Any waiver, permit, consent, or approval of any kind by Lender of any breach or default under this Agreement, or any waiver by Lender of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in that writing. All remedies, either under this Agreement or by law or otherwise afforded to Lender, shall be cumulative and not alternative. 9.4 Attorneys Fees. In the event of any legal action or suit in relation to this Agreement or any note or other instrument or agreement required under this Agreement, or in the event that Lender incurs any legal expense in protecting its rights under this Agreement or under any security agreement in any legal proceeding, the Company, in addition to all other sums which the Company may be called on to pay, will pay to Lender the amount of such legal expense and will, if Lender prevails in such action, pay to Lender a reasonable sum for its attorney's fees and all other costs and expenses. 9.5 Severability. In the event any sentence or paragraph of this Agreement is declared void by a court of competent jurisdiction, said sentence or paragraph shall be deemed severed from the remainder of this Agreement, and the balance of this Agreement shall remain in effect. 9.6 Titles, Captions and Paragraph Headings. Paragraph and subparagraph titles and captions contained in this Agreement are inserted only as a matter of convenience for reference. Such titles, captions, and paragraph headings in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. 9.7 Number and Gender. Whenever a singular number is used in this Agreement or where required by context, the same shall include plural. Masculine gender shall include feminine and neuter genders and the word "person" shall include corporation, firm, partnership, or other forms of association. 9.8 Entire Agreement. This Agreement constitutes the entire Agreement between all parties herein and supersedes all prior Agreements and understandings, oral or written, between the parties hereto with respect to the 8

subject matter hereof, and shall not be modified or amended except in writing, executed by all parties herein. 9.9 Counterparts. This Agreement may be executed in several counterparts, and as so executed shall constitute an Agreement, binding to all parties herein. Each counterpart may be signed and transmitted with the same validity as if it were an ink-signed document. 9.10 Non-Waiver. No delay or omission on the part of any party herein in exercising any rights or remedies herein shall operate as a waiver of such rights or remedies. No waiver of any default shall constitute a waiver of any other default, whether of the same or any other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by any party herein shall give the other parties any contractual right by custom, estoppel or otherwise. Any waiver by any party herein must be executed in writing, expressly specifying the subject and extent of the waiver. 9.11 Governing Law and Venue. This Agreement and all amendments thereto shall be governed, construed, and enforced in accordance with the laws of the State of New Jersey. 9.12 Legal Representation. The law firm of Foley & Lardner has prepared this Agreement solely on behalf of the Company based on instructions received. The Lender has been advised to seek and obtain separate legal counsel with respect to the preparation and execution of this Agreement, and he/she has had an opportunity to do so, has access to qualified independent counsel and has sought and obtained such advice and counsel to the extent desired. 9.13 Construction. This Agreement has been negotiated between the parties and their advisors, and shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Agreement and any uncertainty and ambiguity shall not be interpreted against any one party. 9.14 No Other Inducement. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressed herein. 9.15 Disputes. In the event of an inconsistency arising between the terms of the Note or the Warrant and this Loan Agreement, the terms of the Loan Agreement shall control. [Remainder of Page Intentionally Left Blank] 9

IN WITNESS WHEREOF, the parties to this Agreement have executed this loan Agreement by their duly authorized officers effective as of the day and year first above written.
"Company" Gender Sciences, Inc., a New Jersey corporation /s/ EUGENE TERRY ---------------------------------------Eugene Terry, Chairman

"Lender"

The Ullman Family Partnership /s/ RICHARD ULLMAN ---------------------------------------Richard Ullman, Partner

[Signature Page to Loan Agreement] 10

TABLE OF EXHIBITS
Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Form of Convertible Promissory Note Form of Warrant Definition of "accredited investor" Risk Factors Capitalization Table

Exhibit List

EXHIBIT A NOTE A-1

NEITHER THIS PROMISSORY NOTE NOR THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS PROMISSORY NOTE OR THE UNDERLYING SHARES UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH PROMISSORY NOTE OR SUCH SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS. GENDER SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE $400,000 November 5, 2002 Gender Sciences, Inc., a New Jersey corporation (the "Company"), for value received, hereby promises to pay to The Ullman Family Partnership ("Lender"), on the Maturity Date (as hereinafter defined), the principal amount of Four Hundred Thousand Dollars ($400,000) plus accrued and unpaid interest thereon, at a simple interest rate of Eight Percent (8%) per annum from the date hereof until the Maturity Date. Unless converted into shares of the Company's capital stock, all sums due pursuant to this Note shall be due and payable on the third (3rd) anniversary of the date of this Note ("Maturity Date") at the principal office of the Company at 10 West Forest Avenue, Englewood, New Jersey 07631 in currency of the United States of America which at the time of payment shall be legal tender for payment of public and private debts. This Note is made pursuant to a Loan Agreement of even date herewith. All capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Loan Agreement. Any conflict between the Loan Agreement and this Note shall be determined by the Loan Agreement. 1. Waiver. The Company and any and each other person or entity liable for the payment or collection of this Note expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, bringing of suit and diligence in taking any action to collect amounts called for under this Note and in the handling of property at any time existing as security in connection with this Note, and shall be directly and primarily liable for the payment of all sums owing and to be owing on this Note, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for under this Note. 2. Costs of Collection. The Company agrees to pay all reasonable costs, including reasonable attorneys' fees, incurred by the Lender in collecting or enforcing payment of this Note in accordance with its terms.

3. Conversion. 3.1 Voluntary Conversion. If not sooner converted as described in Section 3.2 below, all or some of the outstanding principal balance of, and all or some of the accrued and unpaid interest on, this Note may be converted at any time prior to the Maturity Date, at the option of the Lender, into shares of Common Stock of the Company at a conversion price per share equal to Five Cents ($0.05). 3.2 Automatic Conversion. At the closing of a Qualifying Equity Financing (as defined below) on or before the Maturity Date, the entire outstanding principal balance of and all accrued and unpaid interest on, this Note shall be automatically converted into the number of shares of either (1) Preferred Stock or Common Stock, as the case may be, if the price per share in the Qualified Equity Financing is equal to or less than Five Cents ($0.05); or (2) Common Stock if the price per share is greater in the Qualified Equity Financing than Five Cents ($0.05), as is obtained by dividing (a) the outstanding principal balance of, and all accrued and unpaid interest on, the Note as of the closing date of the Qualified Equity Financing by (b) the lower of (i) Five Cents ($0.05) or (ii) the price per share of Common Stock or Preferred Stock, as the case may be, issued in the Qualified Equity Financing. A "Qualified Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock and obtains net proceeds (including conversion of all convertible notes in connection with the bridge financing) in an amount not less than Two Million Dollars ($2,000,000). 3.3 Notice. If this Note is automatically converted as provided for in Section 3.2 above, written notice shall be delivered to the Lender at the address last shown on the records of the Company for the Lender or given by the Lender to the Company for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the Company is located, notifying the Lender of the conversion, specifying the principal amount of this Note converted, the amount of accrued and unpaid interest converted, the date of such conversion and calling upon the Lender to surrender this Note to the Company in exchange for equity securities of the Company as provided herein, in the manner and at the place designated by the Company. 3.4 Certificate. As promptly as practicable after the conversion of this Note, the Company at its expense will issue and deliver to the Lender, upon surrender of this Note, a certificate or certificates for the number of full shares of equity securities issuable upon such conversion. No fractional shares shall be issued in connection with any conversion under this Note, but in lieu of such fractional shares, the Company shall round up the number of shares to be received upon conversion of this Note to the next whole share of stock. 4. Usury Savings Clause. Notwithstanding any provision of this Note, the Company shall not and will not be required to pay interest at a rate or any fee or charge in an amount prohibited by applicable law. If interest or any fee or charge payable on any date would be prohibited, then such interest, fee or charge will be automatically reduced to the maximum amount that is not prohibited. In the event that Lender receives payment of any interest, fee, or charge that would cause the amount so received to exceed the maximum amount permitted under applicable law, then, to the extent that the amount so received exceeds the maximum amount permitted under applicable law: (a) in the first 2

instance, the amount received shall be applied to principal and (b) in the second instance, in the event that the principal amount of this Note has been paid in full, the remaining amount so received shall be deemed to be a loan from the Company to Lender, repayable upon the demand of the Company with interest at the legal rate from the date of Lender's receipt of each payment in excess interest, fees, or charges. 5. Representations of Lender. 5.1 Acquisition for Personal Account. Lender represents and warrants that it is acquiring this Note and the Conversion Shares (as defined below) (the "Securities") solely for its account for investment and not with a view to or for sale or distribution of said Securities. Lender also represents that the entire legal and beneficial interests it may acquire in the Securities are being acquired for, and will be held for, Lender's account only. 5.2 Securities Are Not Registered. Lender understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Act") on the basis that no distribution or public offering of the securities of the Company is to be effected. Lender realizes that the basis for the exemption may not be present if, notwithstanding its representations, Lender has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the Securities. Lender has no such present intention. 5.3 Accredited Investor. Lender is an "accredited investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect. 6. Covenants of the Company. 6.1 Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Note by Company and the performance of the Company's obligations hereunder, including the issuance and delivery of this Note and the shares of equity securities issuable upon conversion of this Note ("Conversion Shares") and the reservation of the Conversion Shares has been taken or will be taken prior to the issuance of such Conversion Shares. This Note, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Conversion Shares, when issued in compliance with the provisions of this Note, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances. 6.2 No Impairment. Except and to the extent as waived or consented to by Lender, the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of 3

assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of Lender against impairment. 7. Default. Each of the following events shall be an "Event of Default" hereunder: 7.1 the Company fails to pay timely any of the principal amount due under this Note or any accrued interest or other amounts due under this Note on the date the same becomes due and payable or within twenty (20) business days thereafter; 7.2 the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or 7.3 an involuntary petition is filed against the Company (unless such petition is dismissed or discharged within ninety (90) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company. Upon the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Lender, be immediately due, payable and collectible by Lender pursuant to applicable law. 8. Miscellaneous 8.1 The Company currently has enough authorized shares sufficient to effect the conversion of this Note. Notwithstanding the foregoing, the Company's current authorized shares are not sufficient to effect the conversion of this Note assuming full exercise and conversion of the Company's other outstanding options and convertible securities. Accordingly, the Company hereby covenants and agrees to expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of all of its outstanding options and convertible securities. 8.2 The Company hereby agrees that no failure on the part of the Lender to exercise any power, right or privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. 8.3 The Lender shall not be deemed, by any act of omission or commission, to have waived any of their rights or remedies hereunder unless such waiver is in writing and signed by the Lender, and then only to the extent specifically set forth in writing. A waiver with reference to one event shall not be construed and continuing or as a 4

bar to or waiver of any right or remedy as to a subsequent event. No delay or omission of the Lender to exercise any right, whether before or after an event of default or a default thereunder, shall impair any such right or shall be construed to be a waiver of any right or default, and the acceptance at any time by the Lender of any past due amounts shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due and payable. 8.4 The remedies of the Lender in this Note or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 8.5 Lender shall not become or be deemed a partner or joint venturer with the Company by reason of any provisions of this Note. 8.6 If any amount of principal or interest on or in respect of this Note becomes due and payable on any date which is not a Business Day, such amount shall be payable on the next preceding Business Day. "Business Day" means any day other than a Saturday, Sunday, statutory holiday or other day on which banks in the State of California are required by law to close or are customarily closed. 8.7 If any of the provisions of this Note or the application thereof to any persons or circumstances shall, to any extent, be held to be invalid or unenforceable, the remainder of this Note by the application of such provision or provisions to persons or circumstances other than those as for whom or of which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Note shall be valid and enforceable to the fullest extent permitted by law. 8.8 The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, assigns or any entity formed as a result of the Company reincorporating in another jurisdiction. 8.9 Time is of the essence of this Note and the performance of all provisions hereof. 8.10 This Note is registered on the books of the Company and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Lender of this Note or its attorney duly authorized in writing. Payment of or on account of principal and interest on this Note shall be made only to or upon the order in writing of the registered Lender. 8.11 Note is governed by and construed in accordance with me laws or the State of New Jersey. 5

8.12 The Lender will not be entitled to vote, receive dividends or exercise any of the rights of the holders of the Company's equity securities for any purpose prior to the conversion of this Note. [Remainder of Page Intentionally Left Blank] 6

"Company"

Gender Sciences, Inc., a New Jersey corporation /s/ EUGENE TERRY ------------------------------------Eugene Terry, Chairman

"Lender"

The Ullman Family Partnership /s/ RICHARD ULLMAN ------------------------------------Richard Ullman, Partner

[Signature Page to Convertible Note] 7

EXHIBIT B WARRANT B-1

VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER 5, 2005 NEITHER THIS WARRANT NOR THE WARRANT SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT SHARES UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS AND ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. GENDER SCIENCES, INC. COMMON STOCK PURCHASE WARRANT
Warrant to Subscribe for 8,000,000 Shares of Common Stock

November 5, 2002

Not Transferable or Exercisable Except Upon Conditions Herein Specified ---------------------------------------

THIS CERTIFIES that, for value received, The Ullman Family Partnership (such person or entity and any successor and assign being hereinafter referred to as the `Holder") is entitled to subscribe for and purchase from Gender Sciences, Inc., a New Jersey corporation (hereinafter called the "Company"), Eight Million (8,000,000) shares of Common Stock, (the "Common Stock"), of the Company (such shares to be subject to adjustment in accordance with Sections 1 and 5 hereof, hereinafter sometimes called the "Warrant Shares") at an exercise price of Five Cents ($0.05) per share as adjusted in accordance with Section 1 hereof (the "Strike Price'), at any time or from time to time from the date hereof to and including November _, 2005 (the "Exercise Period"). 1. Exercise of Warrant. 1.1 The rights represented by this Warrant may be exercised by the Holder hereof, in whole at any time or in part from time to time during the Exercise Period, but not as to a fractional share of Common Stock, by the surrender of this Warrant (properly endorsed) at the principal office of the Company, at 10 West Forest Avenue, Englewood, New Jersey 07631 (or at such other agency or office of the Company in the United States of America as the Company may designate by notice in writing to the Holder hereof at the address of such Holder appearing on the books of the Company), and by payment to the Company of the Strike Price in cash or by certified or official bank check in United States Dollars for each share being purchased (the "Exercise

Payment"); provided, however, that, at the option of the Holder, the Exercise Payment may instead be satisfied by withholding from those Warrant Shares that would otherwise be obtained upon such exercise (the "Total Warrant Shares") a number of Warrant Shares having an aggregate Current Fair Market Value (as defined below) equal to the aggregate Strike Price that would otherwise have been payable for the Total Warrant Shares. 1.2 In the event of any exercise of the rights represented by this Warrant, (i) a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the person entitled to receive the same, shall be mailed to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the registered Holder thereof, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid; and (ii) unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant, shall for all purposes be deemed to have become the Holder of record of such shares on the date on which this Warrant was surrendered and payment of the Strike Price was made (unless the cashless exercise option described in the foregoing proviso is selected by the Holder), irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the Holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The issuance of any shares of Common Stock pursuant to the terms of this Warrant shall at all times be subject to compliance with all requirements of the Securities Act of 1933, as amended, and with all applicable foreign and state securities and blue sky laws then in effect. If the Holder elects to use the cashless exercise option described in Section 1.1 above to exercise this Warrant by withholding a portion of the Total Warrant Shares, this Warrant shall be terminated with respect to the number of Total Warrant Shares withheld. 1.3 Current Fair Market Value. For the purposes of this Warrant, the "Current Fair Market Value" of each share of Common Stock shall be determined as follows: 1.3.1 If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the Current Fair Market Value shall be the average of the last reported sale prices of the Common Stock on such exchange based on the last thirty (30) Business Days (as defined below) prior to the date of exercise of this Warrant, or, if the Common Stock is not so listed or admitted to unlisted trading privileges on a national securities exchange but is listed on NASDAQ, the Current Fair Market Value shall be the average of the last reported sale prices of the Common Stock on NASDAQ based on the last thirty (30) Business Days prior to the date of exercise of this Warrant; or 1.3.2 If the Common Stock is not so listed or admitted to unlisted trading privileges on a national securities exchange or quoted on NASDAQ, the Current Fair Market Value shall be the average mean of the -2-

last closing bid and asked prices reported on the last five (5) Business Days prior to the date of exercise of this Warrant (x) by NASDAQ, or (y) if reports are unavailable under clause (x) above, by the National Quotation Bureau Incorporated ("NAB"); or 1.3.3 If the Common Stock is not so listed or admitted to unlisted trading privileges on a national securities exchange and bid and asked prices are not so reported by NASDAQ or NAB, the Current Fair Market Value shall be an amount per share, determined in such reasonable manner as may be prescribed by the Company's Board of Directors in good faith. 1.3.4 As used in this Section 3, "Business Day" means any day other than a Saturday or Sunday on which the relevant exchange, system or service is open or available, as the case may be. 1.4 Adjustments in Number and Strike Prices of Warrant Shares. If, pursuant to the Qualifying Equity Financing (as defined below), the Company sells (i) Common Stock at a price per share less than the Strike Price, then the Company shall exchange this Warrant for a warrant to purchase the same number of shares of Common Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing; or (ii) Preferred Stock at a price per share equal to or less than the Strike Price, then the Company shall exchange the Warrant for warrant to purchase the same number of shares of Preferred Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing. A "Qualified Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock and obtains net proceeds (including conversion of all convertible notes in connection with a bridge financing) in an amount not less than Two Million Dollars ($2,000,000). 1.5 Covenants as to Common Stock. The Company covenants and agrees all Warrant Shares will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company currently has enough authorized shares sufficient to effect the exercise of this Warrant. Notwithstanding the foregoing, the Company's current authorized shares are not sufficient to effect the exercise of this Warrant assuming full exercise and conversion of the Company's other outstanding options and convertible securities. Accordingly, the Company hereby covenants and agrees to expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of all of its outstanding options and convertible securities. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all of the Warrant Shares. 2. Transfer. 2.1 Securities Laws. Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933. The Company will not transfer this Warrant or the Warrant Shares unless (i) there is an effective -3-

registration covering such Warrant or such shares, as the case may be, under the Securities Act of 1933 and applicable states securities laws, (ii) it first receives a letter from an attorney, acceptable to the Company's board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act of 1933 and under all applicable state securities laws, or (iii) the transfer is made pursuant to Rule 144 under the Securities Act of 1933. 2.2 Compliance With Blue Sky Laws. The Company will be able to issue the Warrant Shares upon exercise of the Warrant only if there is a then current Offering Memorandum or registration statement available for and distributed to the Warrant Holders relating to such Common Stock, and only if such Warrant and Common Stock is qualified for sale or exempt from qualification under applicable state securities laws of the jurisdiction in which the Holders of the Warrants reside. The Company reserves the right in its sole discretion to determine not to apply for exemptions or to register such Common Stock in any jurisdiction where the time and expense do not justify the costs of such exemption filing or registration. The Warrants may be deprived of any value in the event the Company does not satisfy or the Company chooses not to satisfy any such requirements. Although it is the present intention of the Company to satisfy such requirements, there can be no assurance the Company will be able to do so; provided, however, the Company will not be permitted to accelerate the termination of the Exercise Period of these Warrants unless such acceleration is accomplished in full compliance with Section 1 hereof. 2.3 Investment Representations. The Holder of the Warrant agrees and acknowledges the Warrant is being purchased for his own account, for investment purposes only, that he, she or it either has a prior personal or business relationship with the officers, directors or controlling persons, or by reason of his business or financial experience, or the business or financial experience of he and his professional advisors who are unaffiliated with and not compensated by the Company, could be reasonably assumed to have the capacity to protect his, her or its own interests in connection with the purchase of and the exercise of the Warrants, and not for the account of any other person, and not with a view to distribution, assignment or resale to others or to fractionalization in whole or in part, and the Holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Holder will not sell, hypothecate or otherwise transfer his Warrant except in accordance with the Act and applicable state securities laws or unless, in the opinion of counsel for the Holder acceptable to the Company, an exemption from the registration requirements of the Securities Act and such state laws is available. 2.4 Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee that the restrictive investment legend set forth above be placed on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph. -4-

2.5 Indemnity. The Holder acknowledges the Holder understands the meaning and legal consequences of this Section, and the Holder hereby agrees to indemnify and hold harmless the Company, its representatives and each officer, director, agent, and legal counsel thereof from and against any and all loss, damage or liability (including all attorneys' fees and costs incurred in enforcing this indemnity provision) due to or arising out of (a) the inaccuracy of any representation or the breach of any warranty of the Holder contained in, or any other breach of, this Warrant, (b) any transfer of any of this Warrant or the Warrant Shares in violation of the Securities Act of 1933, the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated under either of such acts, (c) any transfer of this Warrant or any of the Warrant Shares not in accordance with this Warrant or (d) any untrue statement or omission to state any material fact in connection with the investment representations or with respect to the facts and representations supplied by the Holder to counsel to the Company upon which its opinion as to a proposed transfer shall have been based. 2.6 Holdback Period and Transfer. Except as specifically restricted hereby, this Warrant and the Warrant Shares issued may be transferred by the Holder in whole or in part at any time or from time to time. Upon surrender of this Warrant certificate to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, and upon compliance with the foregoing provisions, the Company shall, without charge, execute and deliver a new Warrant certificate in the name of the assignee named in such instrument of assignment, and this Warrant certificate shall promptly be canceled. Any assignment, transfer, pledge, hypothecation or other disposition of this Warrant attempted contrary to the provisions of this Warrant, or any levy of execution, attachment or other process attempted upon this Warrant, shall be null and void and without effect. 3. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 4. Anti-Dilution Provisions. 4.1 Stock Splits, Dividends, Etc. 4.1.1 If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock (or other securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment to the Strike Price pursuant to this Section shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor. -5-

4.1.2 Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section, the Strike Price shall be adjusted to the nearest cent by multiplying such Strike Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the date hereof, or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise as provided in Section 1 above at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property received upon the exercise of this Warrant after such consummation. 4.3 Certificate as to Adjustments. In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of this Warrant, the Company at its expense shall promptly compute such adjustment in accordance with the terms of the Warrant and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing the facts upon which such adjustment is based. The Company shall forthwith mail a copy of each such certificate to each Holder. 4.4 Notices of Record Date, Etc. In case: 4.4.1 the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or 4.4.2 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each Holder a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or -6-

winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, and this Warrant may be exercised prior to said date during the term of the Warrant. 4.5 Threshold for Adjustments. Anything in this Section to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment until the cumulative resulting adjustment in the Strike Price pursuant to this Section shall have required a change of the Strike Price by at least $0.10. No adjustment shall be made by reason of the issuance of shares upon conversion rights, stock issuance rights or similar rights currently outstanding or any change in the number of treasury shares held by the Company. 5. Legend and Stop Transfer Orders. Unless the Warrant Shares have been registered under the Securities Act, upon exercise of any of this Warrant and the issuance of any of the Warrant Shares, the Company shall instruct its transfer agent, if any, to enter stop transfer orders with respect to such shares, and all certificates representing shares of Warrant Shares shall bear on the face thereof substantially the following legend: This certificate has not been registered under the Securities Act of 1933. The Company will not transfer this certificate unless (i) there is an effective registration covering the shares represented by this certificate under the Securities Act of 1933 and all applicable state securities laws, (ii) it first receives a letter from an attorney, acceptable to the board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act of 1933 and under all applicable state securities laws, (iii) the transfer is made pursuant to Rule 144 under the Securities Act of 1933. 6. Officer's Certificate. Whenever the number or kind of securities purchasable upon exercise of this Warrant or the Strike Price shall be adjusted as required by the provisions hereof, the Company shall forthwith file with its Secretary or Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted number of kind of securities purchasable upon exercise of this Warrant and the adjusted Strike Price determined as herein provided and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustments. Each such officer's certificate shall be made available at all reasonable times for inspection by the Holder and the Company shall, forthwith after each such adjustment, mail by certified mail a copy of such certificate to the Holder. 7. Transfer of Warrant. Subject to Section 3 hereof, this Warrant and all rights hereunder are transferable in whole (or in part), at the agency of office of the Company referred to in Section 1 hereof by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant properly endorsed. Each taker and Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed the Holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for all purposes and as the person entitled to exercise the rights -7-

represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until each transfer on such books, the Company may treat the registered Holder hereof as the owner hereof for all purposes. 8. Elimination of Fractional Interests. The Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, nor shall it be required to issue script or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated. 9. Exchange of Warrant. Subject to the limitations set forth herein this Warrant is exchangeable, upon the surrender hereof by the Holder hereof at the office or agency of the Company designated in Section 1 hereof, for a new Warrant of like tenor representing the right to subscribe for and purchase the number of Warrant Shares which may be subscribed for and purchased hereunder. 10. Notices to Warrant Holders. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent to or receive notice as a shareholder in respect of any meetings of shareholders for the election of Directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Warrant and prior to its exercise, any of the following events shall occur: 10.1 The Company shall offer to all of the holders of its Common Stock any additional shares of stock of the Company or securities convertible into or exchangeable for shares of stock of the Company, or any option, right or warrant to subscribe therefor; or 10.2 A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety (whether by merger, consolidation or sale of assets) shall be proposed; then, in any one or more of said events, the Company shall give written notice of such events at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale. 11. Lost, Stolen, Mutilated or Destroyed Warrant. Upon surrender by the Holder of this Warrant to the Company, the Company at its expense will issue in exchange therefor, and deliver to such Holder, a new Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon delivery by such Holder of an indemnity agreement or security satisfactory to the Company, and in case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, upon reimbursement of all reasonable expenses incident thereto, will issue and deliver to such Holder a -8-

new Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated Warrant. Any Warrant delivered to such Holder in accordance with this Section 11 shall bear the same securities legends as the Warrant which it replaced. 12. Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of New Jersey applicable to contracts made therein. 13. Notices. Any communications between the parties or notices provided for in this Agreement may be given by mailing them, first class, postage prepaid, to Holder at: The Ullman Family Partnership Address:___________________________

and to the Company at: Gender Sciences, Inc. 10 West Forest Avenue Englewood, New Jersey 07631 Attn: Eugene Terry With a copy to: Foley & Lardner 402 West Broadway, 23rd Floor San Diego, California 92101 Attn: Kenneth D. Polin or to such other address as either party may indicate to the other in writing after the date of this Agreement. 14. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 15. Headings. The Article and Section headings in this Warrant are inserted for purposes of convenience only and shall have no substantive effect. [Remainder of Page Intentionally Left Blank] -9-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer under its corporate seal and to be dated as of the date first above written.
"Company" Gender Sciences, Inc., a New Jersey corporation

/s/ EUGENE TERRY -----------------------------------Eugene Terry, Chairman

"Holder"

The Ullman Family Partnership /s/ RICHARD ULLMAN -----------------------------------Richard Ullman, Partner

[Signature Page to Warrant] -10-

FORM OF ASSIGNMENT [To be signed only upon transfer of the Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________, all of the rights represented by the within Warrant to purchase _____________shares of Common Stock of Gender Sciences, Inc. to which the within Warrant relates, and appoints Kenneth D. Polin as the attorney to transfer such rights on the books of Gender Sciences, Inc. with full power of substitution in the premises. Dated
--------------------------------------------------------(Signature)

--------------------------------------------------------------------(Address)

Notarization Required:

FORM OF EXERCISE [To be signed only upon exercise of the Warrant] THE UNDERSIGNED, the Holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________ shares of Common Stock of Gender Sciences, Inc. and herewith tenders payment of $______________ in full payment of the exercise price for such shares, and requests that the certificates for such shares be issued in the name of, and delivered to, _________________________ whose address is________________________________________________ Dated: (Signature)

(Address)

EXHIBIT C Definition of "accredited investor" Individuals: * An individual who, together with your spouse, has a net worth in excess of $1,000,000 (including home, furnishings and automobiles). * An individual who had gross income in excess of $200,000, or joint income with spouse in excess of $300,000, for each of the last two years and reasonably expects to have gross income of $200,000, or joint income in excess of $300,000, for the current year. * A director or executive officer of the Company Entities: * A bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the "Act"), or any savings and loan association defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; any broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; insurance company as defined in Section 2(13) of the Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. * An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act, if investment decisions are made by a plan fiduciary, as defined in Section 3(21) of that act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000. * A self-directed employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, whose investment decisions are made solely by accredited investors. * Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. * Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of making this investment, with total assets in excess of $5,000,000. * Any trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring securities offered by the Company, if the investment is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment. * Any entity in which all of the equity owners individually qualify as accredited investors. C-1

EXHIBIT "D" RISK FACTORS An investment in the Company is highly speculative and subject to a high degree of risk. Only those investors who can bear the risk of the entire loss of their investment should participate. You should carefully consider the risks described below, in addition to the other information in these materials, before making an investment in the securities. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that it currently considers immaterial may also impair its operations. If any of the following risks actually occur, the Company's business, financial condition or results of operations could be materially adversely affected. In that case, the value of your investment could decline, and you may lose all or part of your investment. 1. RISKS RELATED TO THE COMPANY'S BUSINESS AND FINANCIAL CONDITION 1.1 Need for Additional Financing The Company will need to raise additional capital to continue its activities and operations (the "Additional Financing"). The failure to obtain Additional Financing will seriously jeopardize the Company's ability to continue as a going concern. Accordingly, the Company will require Additional Financing for its operations and there can be no assurance that the Company will be able to acquire Additional Financing on favorable terms, or at all. The Company may seek Additional Financing through public or additional private debt or equity offerings. Providers of Additional Financing may require repayment, interest, fees or other payments from revenues derived from the Company's products and services distribution and other exploitation which may significantly reduce revenues and/or profits generated by the Company. In addition, Additional Financing may be senior to the Convertible Promissory Notes (the "Convertible Notes") offered by the Company. There are no guarantees that attempts to secure any such Additional Financing will be successful. Other financing needs may also arise and no assurance can be given that the Company will be able to meet such needs as they arise. If adequate funds are not available or are not available on acceptable terms, the Company might not be able to take advantage of unanticipated opportunities, develop new products or services or otherwise respond to unanticipated competitive pressures. 1.2 Significant Amount of Revenues Generated From Single Customer. For the fiscal year ended January 31, 2002, one customer accounted for approximately 32% of the Company's total revenues. The Company does not have a contract with this customer and, as a result, there is no assurance that this customer will continue to order products from the Company or will continue to order the products in the same amount. The loss of this customer would have a material effect upon the operation of the Company. D-1

1.3 The Company has recently instituted its new business strategy. Its business must expand for it to attain profitability. The Company has only recently commenced the implementation of its new business strategy. The Company may not successfully complete the transition to successful operations or profitability pursuant to its new strategy. The Company may encounter problems, delays and expenses in implementing its new business strategy. These may include, but not be limited to, unanticipated problems and 13 additional costs related to marketing, competition and product acquisitions and development. These problems may be beyond the Company's control, and in any event, could adversely affect the Company's results of operations. 1.4 If the Company Does Not Successfully Manage Any Growth It Experiences, it May Experience Increased Expenses without Corresponding Revenue Increases. The Company's business plan will, if implemented, result in expansion of its operations. This expansion may place a significant strain on management, financial and other resources. It also will require the Company to increase expenditures before it generates corresponding revenues. The Company's ability to manage future growth, should it occur, will depend upon its ability to identify, attract, motivate, train and retain highly skilled managerial, financial, business development, sales and marketing and other personnel. Competition for these employees is intense. Moreover, the addition of products or businesses will require the Company's management to integrate and manage new operations and an increasing number of employees. The Company may not be able to implement successfully and maintain its operational and financial systems or otherwise adapt to growth. Any failure to manage growth, if attained, would have a material adverse effect on the Company's business. The Company, due to its limited capital presently has only three full time employees which creates an additional risk that the Company may not be successful in implementing its strategy. 1.5 The Company is Dependent an a Limited Number of Sources of Supply for Many of the Products it Offers. If One of its Suppliers Fails to Supply Adequate Amounts of a Product the Company Offers, the Company's Sales May Suffer and it Could Be Required to Abandon a Product Line. The Company is dependent on a limited number of sources of supply for many of the products it offers. With respect to these products, the Company cannot guarantee that these third parties will be able to provide adequate supplies of products in a timely fashion. The Company also faces the risk that one of its suppliers could become insolvent, declare bankruptcy, lose its production facilities in a disaster, be unable to comply with applicable government regulations or lose the governmental permits necessary to manufacture the products it supplies to the Company. If the Company is unable to renew or extend an agreement with a third-party supplier, if an existing agreement is terminated or if a third-party supplier otherwise cannot meet the Company's need for a product, the Company may not be able to obtain an alternative source of D-2

supply in a timely manner or at all. In these circumstances, the Company may be unable to continue to market products as planned and could be required to abandon or divest itself of a product line on terms which would materially affect it. 1.6 The Company May Be Exposed To Product Liability Claims Not Covered By Insurance That Would Harm its Business. The Company may be exposed to product liability claims. Although the Company believes that it currently carries and intends to maintain a comprehensive multi peril liability package, the Company cannot guarantee that this insurance will be sufficient to cover all possible liabilities. A successful suit against the Company could have an adverse effect on its business and financial condition if the amounts involved are material. 1.7 The Company is Uncertain of its Ability to Obtain Additional Financing for its Future Capital Needs. If the Company is Unable to Obtain Additional Financing, it May Not Be Able to Continue to Operate its Business. The Company will require significant amounts of additional capital to achieve its stated goals. The Company believes that the net proceeds from the Company's recent private offering of common stock will not be sufficient to completely implement its strategy in calendar year 2002. The Company's future capital requirements will depend on many factors including: (i) the costs of its sales and marketing activities and its education programs for its markets, o competing product and market developments, (ii) the costs of acquiring or developing new products,(iii) the costs of expanding its operations, and (iv) its ability to generate positive cash flow from its sales. Additional funding may not be available on acceptable terms, if at all. If adequate funds are not available, the Company may be required to curtail significantly or defer one or more of its marketing programs or to limit or postpone obtaining new products through license, acquisition or other agreements. If the Company raises additional funds through the issuance of equity securities, the percentage ownership of its then-current stockholders may be reduced and such equity securities may have rights, preferences or privileges senior to those of the holders of its common stock. If the Company raises additional funds through the issuance of additional debt securities, these new securities would have certain rights, preferences and privileges senior to those of the holders of its common stock, and the terms of these debt securities could impose restrictions on its operations. 1.8 Going Concern Qualification Contained In Report of Independent Auditors. The Company has received from its auditors a report that raises substantial doubt about its ability to continue as a going concern. If the Company fails to raise additional funds or its new operating plan is not successful, an investor in the Company could lose his entire investment. D-3

1.9 The Company's Inability to Obtain New Proprietary Rights or to Protect and Retain its Existing Rights Could Impair its Competitive Position and Adversely Affect its Sales. The Company believes that the trademarks, copyrights and other proprietary rights that it owns or licenses, or that it will own or license in the future, will continue to be important to its success and competitive position. If the Company fails to maintain its existing rights or cannot acquire additional rights in the future, its competitive position may be harmed. While some products we offer incorporate patented technology, most of the products we sell are not protected by patents. The Company intends to take the actions that it believes are necessary to protect its proprietary rights, but it may not be successful in doing so on commercially reasonable terms, if at all. In addition, parties that license their proprietary rights to the Company may face challenges to their patents and other proprietary rights and may not prevail in any litigation regarding those rights. Moreover, the Company's trademarks and the products it offers may conflict with or infringe upon the proprietary rights of third parties. If any such conflicts or infringements should arise, the Company would have to defend itself against such challenges. The Company also may have to obtain a license to use those proprietary rights or possibly cease using those rights altogether. Any of these events could harm the Company's business. 1.10 If the Marketing Companies Do Not Successfully Sell the Products the Company Offers, the Company May Experience Significant Losses. The products the Company offers may not achieve market acceptance. The market acceptance of these products will depend on, among other factors, their advantages over existing competing products, and their perceived efficacy and safety. The Company's business model assumes that the marketing programs instituted by the marketing companies with which it has alliances will result in increased demand for the products it offers. If the marketing programs do not succeed in generating a substantial increase in demand for its products, the Company will be unable to realize its operating objectives. In addition, the Company's business model seeks to build on the expanding roles of marketing partners, and its marketing efforts are concentrated on these groups. If these distribution companies do not successfully sell the products the Company offers or if their customers do not regularly use these products, the Company may experience significant losses and its business will be adversely affected. 1.11 The Health Care Industry and The Markets for the Products the Company Offers are Very Competitive. The Company May Not Be Able to Compete Effectively, Especially Against Established Industry Competitors with Significantly Greater Financial Resources. The health care industry is highly competitive. Many of the Company's competitors are large well-known health care companies that have considerably greater financial, sales, marketing and technical resources than the Company. Additionally, these competitors have research and development capabilities that may allow them to develop new or improved products that may compete with product lines the Company markets and distributes. In addition, competitors may elect to D-4

devote substantial resources to marketing their products to similar outlets and may choose to develop educational and information programs like those developed by the Company to support their marketing efforts. The Company's business, financial condition and results of operations could be materially and adversely affected by any one or more of such developments. Competition for the self-care products the Company offers is significant. These products compete against a number of well-known brands of similar products. The Company's failure to adequately respond to the competitive challenges faced by the products it offers could have a material adverse effect on its business, financial condition and results of operations. 1.12 The Company's Quarterly Financial Results are Likely to Fluctuate Significantly and May Fail to Meet or Exceed the Expectations of Securities Analysts or Investors, which Could Cause the Price of the Company's Stock to Decline Significantly. The Company's quarterly operating results may fluctuate significantly based on factors such as: (i) changes in the acceptance or availability of the products it offers, (ii) the timing of new product offerings, acquisitions or other significant events by the Company or its competitors, (iii) regulatory approvals and legislative changes affecting the products it offers or those of its competitors, (iv) the timing of expenditures for the expansion of its operations, and (v) general economic and market conditions and conditions specific to the health care industry. Due to the Company's short operating history pursuant to its new business strategy and the difficulty of predicting demand for the products it offers, the Company is unable to accurately forecast its revenues. Accordingly, the Company's operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors, which could have a material adverse effect on the Company's stock price. 1.13 The Public Market for the Company's Common Stock may be Volatile, and the Price of the Common Stock may Fluctuate for Reasons Unrelated to the Company's Operating Performance. A Significant Decline in the Price of the Common Stock could Lead to a Class Action Lawsuit Against the Company. There has been a very limited public market for the Company's common stock, and the Company does not know whether investor interest in the Company will lead to the development of a more active trading market. The market prices and trading volumes for securities of emerging companies, such as the Company, historically have been highly volatile and have experienced significant fluctuations both related and unrelated to the operating performance of those companies. The price of the Company's common stock may fluctuate widely, depending on many factors, including factors that may cause the Company's quarterly operating results to fluctuate as well as market expectations and other factors beyond the Company's control. 2. RISKS RELATED TO THIS FINANCING 2.1 No rights as stockholders. D-5

Holders of Convertible Notes will not be entitled to vote, receive dividends or exercise any of the rights of the Company's stockholders for any purpose prior to conversion of the Convertible Notes. Thus, actions that adversely affect the holders of Convertible Notes may be taken without the approval of such holders. 2.2 The Convertible Notes are unsecured obligations of the Company. The Convertible Notes will be general unsecured obligations, junior in right of payment to all of the Company's existing and future senior debt. The Convertible Notes will not be secured by any of the Company's assets, and as such will be effectively subordinated to any existing and future secured debt of the Company. 2.3 Broad Discretion of Use of Proceeds. Although the Company's management anticipates utilizing the proceeds of this financing to provide the Company with working capital and for general corporate purposes, the Company and its management will retain broad discretion to allocate the proceeds of this financing as well as the timing of its expenditures. Lenders will not have the opportunity to evaluate the economic, financial or other information that the Company and its affiliates may use to determine how it uses these proceeds. Management's failure to apply these funds effectively could have a material adverse effect on the Company's business, financial condition, and results of operations. 2.4 This is a best efforts Financing. The Convertible Notes are being offered on a "best efforts" basis. Thus, there can be no assurance that all of the offered Convertible Notes will be sold. Lenders bear the risk that the Company will accept subscriptions for less than the maximum amount of the financing and then be unable to successfully complete all of the anticipated uses of the proceeds of the financing. If less than the maximum amount of the financing is sold, the Company's business, financial condition and results of operations could be adversely affected. D-6

EXHIBIT "E" Fully Diluted Capitalization
--------------------------------------------------------------------------------------------------------Pre-Financing Post-Financing --------------------------------------------------------------------------------------------------------Number of Shares % Number of Shares ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Common Stock and Equivalents(1) 39,109,680 62.2% 44,009,680(2) 48. ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Warrants and Options 23,807,750 37.8% 23,807,750 26. ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Convertible Note Shares(3) N/A 9,000,000 10. ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Convertible Note Warrants(4) N/A 13,900,000(5) 15. --------------------------------------------------------------------------------------------------------========================================================================================================= TOTAL 62,917,430 100% 90,717,430 10 ---------------------------------------------------------------------------------------------------------

(1) Excludes Common Stock issued pursuant to conversion of the Convertible Notes and warrants issued in connection therewith. (2) Includes the 4,900,000 shares issued in connection with the conversion of the UVCA loan as described in Section 6.6.1 above. (3) Assumes a $0.05 price per share for the Convertible Notes on an as converted basis. (4) Assumes a $0.05 exercise price for the warrants on an as converted basis. (5) Includes the 4,900,000 warrants issued pursuant to the conversion of the UVCA loan as more specifically described in Section 6.6.1 above. E-1

EXHIBIT 10.6 LOAN AGREEMENT This Loan Agreement ("Agreement") is entered into as of November 5, 2002, by and between Gender Sciences, Inc., a New Jersey corporation (the "Company"), and Francis A. Newman ("Lender"). The Company and Lender agree as follows: 1. Loan. Lender hereby lends to the Company the sum of $50,000 (the "Loan"). 2. Note. The Loan shall be evidenced by a convertible promissory note (the "Note") (a copy of which is attached as Exhibit "A") executed by the Company, dated as of the date the Loan is made, providing for the payment of the principal amount plus simple interest at the rate of eight percent (8%) per annum, and payable on the third (3rd) anniversary of the date of this Agreement ("Maturity Date") at which time the entire unpaid balance of principal and all accrued and unpaid interest shall be due and payable in a single installment. Prior to the Maturity Date, the Note may be converted into the common or preferred stock of the Company as provided hereinbelow. The Note shall also provide that the Company may prepay the Note, in whole or in part, at any time or from time to time upon fifteen (15) days' prior written notice to the Lender, without penalty or additional fees; provided, however that the Lender shall be first given the opportunity to convert the entire unpaid balance of principal and accrued and unpaid interest thereon prior to any prepayment by the Company. 3. Warrant. The Company shall, as further consideration, interest grant Lender a Warrant to purchase 1,000,000 shares of Common Stock at a price per share equal to Five Cents ($0.05) (the "Strike Price"); provided, however that if, pursuant to the Qualifying Equity Financing (as defined below), the Company sells (i) Common Stock at a price per share less than the Strike Price, then the Company shall exchange the Warrant for a warrant to purchase the same number of shares of Common Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing; or (ii) Preferred Stock at a price equal to or less than the Strike Price, then the Company shall exchange the Warrant for warrant to purchase the same number of shares of Preferred Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing. The Warrant shall be substantially in the form of Exhibit "B," attached hereto and incorporated herein. 4. Conversion. 4.1 Voluntary Conversion. If not sooner converted as described in Section 4.2 below, all or some of the outstanding principal balance of, and all or some of the accrued and unpaid interest on, the Note may be converted at any time prior to the Maturity Date, at the option of the Lender, into shares of Common Stock of the Company at a conversion price per share equal to Five Cents ($0.05). 4.2 Automatic Conversion. At the closing of a Qualifying Equity Financing (as defined below) on or before the Maturity Date, the entire outstanding principal balance of, and all accrued and unpaid interest on, the Note shall be automatically converted into the number of shares of either (1) Preferred Stock or Common Stock, as the case may be, if the price per share in the Qualified Equity Financing is equal to or less than Five Cents ($0.05); or (2) Common Stock if the price per share is greater in the Qualified Equity Financing than Five Cents ($0.05), as is obtained

by dividing (a) the outstanding principal balance of, and all accrued and unpaid interest on, the Note as of the closing date of the Qualified Equity Financing by (b) the lower of (i) Five Cents ($0.05) or (ii) the price per share of Common Stock or Preferred Stock, as the case may be, issued in the Qualified Equity Financing. A "Qualified Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock and obtains net proceeds (including conversion of all convertible notes in connection with the bridge financing) in an amount not less than Two Million Dollars ($2,000,000). 4.3 Exchange of Note. As promptly as practicable following the date of the Qualified Equity Financing, the Lender shall deliver the Note to the Company. The conversion of the Note shall be deemed to have been effected immediately upon the closing of the Qualified Equity Financing, and at such time the rights of the Lender to receive principal and interest shall cease, and the Lender shall be treated for all purposes as the record holder of the number of shares of Common Stock or Preferred Stock, as the case may be, into which this Note converts in accordance herewith. As promptly as practicable after the receipt of the Note from Lender, the Company shall cause to be issued and delivered to the Lender a certificate or certificates for the number of shares of Common Stock or Preferred Stock, as the case may be, issuable upon conversion of the Note. Such certificate or certificates shall bear such legends required, in the opinion of counsel for the Company, under applicable securities law. 4.4 Fractional Shares. No fractional shares of shall be issued in connection with any conversion under the Note, but in lieu of such fractional shares, the Company shall round up the shares received upon conversion of the Note to the next whole share of stock. 4.5 Converted Shares Subject to Lock Up. The shares of the Company's capital stock issued to Lender in conversion of the Note shall be subject to a lock-up agreement, wherein the holder of such shares agrees not to sell, assign or transfer the shares for a specific period of time following any underwritten public offering of the Company's securities. The holder of the converted shares agrees to sign a Lock-Up Agreement with terms no more restrictive than the Lock-Up Agreements entered into by the shareholders of the Company who are officers, directors or five percent (5%) shareholders of the Company. 4.6 Restricted Shares Upon Conversion. The shares of the Company's stock issued to Lender in conversion of the Note shall be "restricted securities" as defined in Sections 7.6 and shall be subject to the limitations and legend conditions as set forth in Sections 7.7 through 7.10 herein below. 4.7 Reservation of Shares. The Company currently has enough authorized shares sufficient to effect the conversion of the Note and the exercise of the Warrant. Notwithstanding the foregoing, the Company's current authorized shares are not sufficient to effect the conversion of the Note and the exercise of the Warrant assuming full exercise and conversion of the Company's other outstanding options and convertible securities. Accordingly, the Company covenants and agrees to expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of all of its outstanding options and convertible securities. 2

5. Conditions Precedent to Lender's Obligations. Lender's obligation to disburse the Loan is subject to the condition that, on the date of disbursement ("Closing Date"), there shall have been delivered to Lender, in form and substance satisfactory to Lender and its counsel: 5.1 Note. The Note substantially in the form attached hereto as Exhibit "A," executed by a duly authorized officer of the Company. 5.2 Warrant. The Warrant substantially in the form as attached hereto as Exhibit "B", executed by a duly authorized officer of the Company. 6. Representations and Warranties of Company. The Company represents and warrants that: 6.1 Organization. The Company is a corporation duly organized and existing under the laws of the State of New Jersey with its principal place of business at 10 West Forest Avenue, Englewood, New Jersey 07631. It has the power to own its property and to carry on its business as it is now being conducted. It is duly qualified and authorized to do business and is in good standing in every state, country, or other jurisdiction in which the nature of its business and properties makes such qualification necessary. 6.2 Authority. The Company has full power and authority (corporate and other) to borrow the sums provided for in this Agreement, to execute and deliver this Agreement, to issue the Warrant, the Note and any other instrument or agreement required under this Agreement, and to perform and observe the terms and provisions of this Agreement and of all such other instruments and agreements. 6.3 Corporate Action. All corporate action by the Company, its directors or stockholders, necessary for the authorization, execution, delivery, and performance of this Agreement, issuance of the Warrant, and the Note and any other instrument or agreement required under this Agreement has been duly taken. 6.4 Incumbency and Authority of Signators. The officers of the Company executing this Agreement, the Warrant, the Note and any other instrument or agreement required under this Agreement are duly and properly in office and fully authorized to execute them. 6.5 Due and Valid Execution. This Agreement has been duly authorized, executed, and delivered by the Company, and is a legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms and the Warrant and the Note and any other instrument or agreement required under this Agreement has been so authorized and, when executed and delivered, will be similarly valid, binding and enforceable. 6.6 Capitalization. 6.6.1 Conversion of Debt. Concurrently with the execution of this Agreement, the Two Hundred Forty Five Thousand Dollar ($245,000) loan from Unity Venture Capital Associates Ltd. ("UVCA") shall be converted into 4,900,000 shares of the Company's Common Stock, which are hereby deemed fully paid and non assessable in the form of a cancellation of a loan to the Company made by UVCA in the principal amount of Two Hundred Forty Five Thousand Dollars 3

($245,000) plus accrued interest thereon. As further consideration for the conversion of the loan, the Company shall issue UVCA a warrant to purchase 4,900,000 shares of the Company's Common Stock exercisable at a price per share equal to the Strike Price and subject to the same terms and conditions as the Warrant set forth above. 6.6.2 Capitalization Table. Attached hereto as Exhibit "E" is the Company's current capitalization table that sets forth the Company's current issued and outstanding stock and the total number of Common Stock post-financing (assuming a $0.05 exercise price) on an as-converted basis. 6.7 Reserved Shares. The Company shall expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of the Note, Warrant and other outstanding options and convertible securities. 6.8 No Violation. There is no charter, bylaw, or capital stock provision of the Company, and no provision of any indenture or agreement, written or oral, to which the Company is a party or under which the Company is obligated, nor is there any statute, rule, or regulation, or any judgment, decree, or order of any court or agency binding on the Company which would be contravened by the execution and delivery of this Agreement, the Warrant, the Note or any other instrument or agreement required under this Agreement, or by the performance of any provision, condition, covenant or other term of this Agreement, the Warrant, the Note or any such other instrument or agreement. 6.9 Litigation Pending. There is no litigation, tax claim, proceeding or dispute pending, or, to the knowledge of the Company, threatened, against or affecting the Company or its property, the adverse determination of which might affect the Company's financial condition or operations or impair the Company's ability to perform its obligations under this Agreement or under the Warrant, the Note or any other instrument or agreement required by this Agreement. 7. Representations and Warranties of Lender. This Agreement is made with Lender in reliance upon Lender's representation and warranties to the Company, which by Lender's execution of this Agreement Lender hereby confirms, that: 7.1 Authorization. This Agreement constitutes Lender's valid and legally binding obligation, enforceable in accordance with its terms. 7.2 Investment Intent. The Note and Warrant to be received by Lender will be acquired for investment for Lender's or his designee's, own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that Lender has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Lender further represents that Lender does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to the Note or the Warrant or any capital stock underlying the Warrant. 7.3 Enforceability. The Lender hereby represents and warrants that the execution and delivery by Lender of this Agreement, when duly executed by the other parties hereto, will result in legally binding obligations of 4

Lender, enforceable against him, her or it in accordance with the respective terms and provisions hereof, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) general principles of equity that restrict the availability of equitable remedies. 7.4 Disclosure of Information. Lender has been provided with copies of the Company's Annual Report on Form 10-KSB for the year ended January 31, 2002, the Company's Quarterly Reports on Form 10-QSB for the quarters ended April 30, 2002 and July 31, 2002 respectively and each Report on Form 8-K filed by the Company since January 1, 2002. In addition, Lender has been provided with a copy of the Company's proxy statement in connection with its most recent annual meeting of shareholders. Lender believes he/she/they have received all the information he/she/they consider necessary or appropriate for deciding whether to make the Loan, and acquire the Note and the Warrant. Lender further represents that he/she/they have had an opportunity to ask questions and receive answers from officers of the Company regarding the Company, its business and the terms and conditions of the Note and the Warrant. Lender recognizes that any investment in the Company must be considered to be highly speculative. 7.5 Confidentiality. Lender hereby represents, warrants and covenants that he/she/they shall maintain in confidence, and shall not use or disclose without the prior written consent of the Company, any information identified as confidential that is furnished to him/her/them by the Company in connection with this Agreement. This obligation of confidentiality shall not apply, however, to any information (a) in the public domain through no unauthorized act or failure to act by Lender; or (b) lawfully disclosed to Lender by a third party who possessed such information without any obligation of confidentiality. Lender further covenants that he/she/they shall return to the Company all tangible materials containing such information upon request by the Company. 7.6 Investment Experience. Lender is a lender and investor in notes and securities of companies in the development stage and acknowledges he/ she/ they are able to fend for themselves, can bear the economic risk and complete loss of his/her/their investment and has such knowledge and experience in financial or business matters that he/she/they are capable of evaluating the merits and risks of the investment in the Note and the Warrant. 7.7 Restricted Securities. Lender understands the Note, the shares resulting from the conversion of the Note, the Warrant and the shares underlying the Warrant he/she/they are acquiring are characterized as "restricted securities" under the federal securities laws in as much as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may not be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), except in certain limited circumstances. In this connection Lender represents that he/she/they are familiar with Securities and Exchange Commission ("SEC") Rule 144, as presently in effect, and understand the resale limitations imposed thereby and by the Securities Act. 7.8 Further Limitations on Disposition. Without in any way limiting the representations set forth above, Lender further agrees not to make any disposition of all or any portion of the Note, the shares resulting from 5

the conversion of the Note, the Warrant or the shares underlying the Warrant unless and until: 7.8.1 There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or 7.8.2 (i) Lender shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (ii) if reasonably requested by the Company, Lender shall have the furnished the Company with an opinion of counsel, that such disposition will not require registration of such shares under the Securities Act. 7.9 Legends. 7.9.1 It is understood the Note, the certificate representing the shares resulting from the conversion of the Note, the Warrant, or a certificate for the Company's stock evidencing the shares underlying the Warrant ("Certificate") may bear one or more of the following legends: "These securities have not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or an opinion of counsel satisfactory to the Company that such registration is not required or unless sold pursuant to Rule 144 of such Act." 7.10 Accredited Investor. Lender is an "accredited investor" as that term is defined in CFR Section 230. 501(a) (Regulation D), as amended, of the SEC under the Securities Act. To be an accredited investor, an investor must fall within one of the categories set forth on Exhibit "C" attached hereto. 7.11 Removal of Legends; Further Covenants. 7.11.1 Any legend placed on the Note, the Warrant or a Certificate pursuant to Section 7.8 hereof shall be removed (i) if the Note, the Warrant or the shares represented by such Certificates shall have been effectively registered under the Securities Act or otherwise lawfully sold in a public transaction, (ii) if the shares may be transferred in compliance with Rule 144(k) promulgated under the Securities Act, or (iii) if Lender shall have provided the Company with an opinion of counsel, in form and substance acceptable to the Company and its counsel and from attorneys reasonably acceptable to the Company and its counsel, stating that a public sale, transfer or assignment of the Note, the Warrant or the shares underlying the Warrant may be made without registration. 7.11.2 Any legend placed on the Note or a Certificate pursuant to Section 8.8 hereof shall be removed if the Company receives an order of the appropriate state authority authorizing such removal or if Lender provides the Company with an opinion of counsel, in form 6

and substance acceptable to the Company and its counsel and from attorneys reasonably acceptable to the Company and its counsel, stating that such state legend may be removed. 7.11.3 Lender further covenants that Lender will not transfer the Note or the Warrant, in violation of the Securities Act, the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or the rules of the Commission promulgated thereunder, including Rule 144 under the Securities Act. Further, Lender agrees that Lender will not transfer the Note, the Warrant or any shares underlying the Warrant without the Company's prior consent, even if Lender is otherwise permitted to transfer them pursuant to this Agreement and all applicable law. 7.12 Risk Factors. The Lender agrees and acknowledges that there are risk factors related to, among other things, (i) the sale by the Company of the Note, and (ii) the Company's business and financial condition. Lender and his, her or its representatives acknowledge and agree that they have carefully reviewed the RISK FACTORS attached hereto as Exhibit "D" in their entirety. Such Risk Factors are incorporated herein by this reference. THE LENDER IS AWARE THAT HIS, HER OR ITS INVESTMENT IN THE NOTE IS A SPECULATIVE INVESTMENT THAT HAS LIMITED LIQUIDITY AND IS SUBJECT TO THE RISK OF COMPLETE LOSS. THE LENDER IS ABLE, WITHOUT IMPAIRING HIS, HER OR ITS FINANCIAL CONDITION, TO SUFFER A COMPLETE LOSS OF HIS, HER OR ITS INVESTMENT IN THE NOTE. 8. Board of Directors. Immediately following the execution of this Agreement, Richard Ullman, or a representative of the Ullman family, and Frank Newman will be appointed to the Company's Board of Directors as outside independent directors and shall be entitled to the standard option package provided to the Company's outside directors. 9. Miscellaneous. 9.1 Notices. Any communications between the parties or notices provided for in this Agreement may be given by mailing them, first class, postage prepaid, to Lender at: Francis A. Newman Address:________________

and to the Company at: Gender Sciences, Inc. 10 West Forest Avenue Englewood, New Jersey 07631 Attn: Eugene Terry With a copy to: Foley & Lardner 402 West Broadway, 23rd Floor San Diego, California 92101 Attn: Kenneth D. Polin 7

or to such other address as either party may indicate to the other in writing after the date of this Agreement. 9.2 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the Company shall not assign this Agreement or any of the rights, duties, or obligations of the Company under this Agreement without the prior written consent of Lender. 9.3 Delay and Waivers. No delay or omission to exercise any right, power, or remedy accruing to Lender on any breach or default of the Company under this Agreement shall impair any such right, power, or remedy of Lender, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence in such breach or default, or waiver of or acquiescence in any similar breach or default occurring later; nor shall any waiver of any single breach or default be considered a waiver of any other prior or subsequent breach or default. Any waiver, permit, consent, or approval of any kind by Lender of any breach or default under this Agreement, or any waiver by Lender of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in that writing. All remedies, either under this Agreement or by law or otherwise afforded to Lender, shall be cumulative and not alternative. 9.4 Attorneys Fees. In the event of any legal action or suit in relation to this Agreement or any note or other instrument or agreement required under this Agreement, or in the event that Lender incurs any legal expense in protecting its rights under this Agreement or under any security agreement in any legal proceeding, the Company, in addition to all other sums which the Company may be called on to pay, will pay to Lender the amount of such legal expense and will, if Lender prevails in such action, pay to Lender a reasonable sum for its attorney's fees and all other costs and expenses. 9.5 Severability. In the event any sentence or paragraph of this Agreement is declared void by a court of competent jurisdiction, said sentence or paragraph shall be deemed severed from the remainder of this Agreement, and the balance of this Agreement shall remain in effect. 9.6 Titles, Captions and Paragraph Headings. Paragraph and subparagraph titles and captions contained in this Agreement are inserted only as a matter of convenience for reference. Such titles, captions, and paragraph headings in no way define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof. 9.7 Number and Gender. Whenever a singular number is used in this Agreement or where required by context, the same shall include plural. Masculine gender shall include feminine and neuter genders and the word "person" shall include corporation, firm, partnership, or other forms of association. 9.8 Entire Agreement. This Agreement constitutes the entire Agreement between all parties herein and supersedes all prior Agreements and understandings, oral or written, between the parties hereto with 8

respect to the subject matter hereof, and shall not be modified or amended except in writing, executed by all parties herein. 9.9 Counterparts. This Agreement may be executed in several counterparts, and as so executed shall constitute an Agreement, binding to all parties herein. Each counterpart may be signed and transmitted with the same validity as if it were an ink-signed document. 9.10 Non-Waiver. No delay or omission on the part of any party herein in exercising any rights or remedies herein shall operate as a waiver of such rights or remedies. No waiver of any default shall constitute a waiver of any other default, whether of the same or any other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by any party herein shall give the other parties any contractual right by custom, estoppel or otherwise. Any waiver by any party herein must be executed in writing, expressly specifying the subject and extent of the waiver. 9.11 Governing Law and Venue. This Agreement and all amendments thereto shall be governed, construed, and enforced in accordance with the laws of the State of New Jersey. 9.12 Legal Representation. The law firm of Foley & Lardner has prepared this Agreement solely on behalf of the Company based on instructions received. The Lender has been advised to seek and obtain separate legal counsel with respect to the preparation and execution of this Agreement, and he/she has had an opportunity to do so, has access to qualified independent counsel and has sought and obtained such advice and counsel to the extent desired. 9.13 Construction. This Agreement has been negotiated between the parties and their advisors, and shall not be construed against the party preparing it, but shall be construed as if all parties jointly prepared this Agreement and any uncertainty and ambiguity shall not be interpreted against any one party. 9.14 No Other Inducement. The making, execution and delivery of this Agreement by the parties hereto has been induced by no representations, statements, warranties or agreements other than those expressed herein. 9.15 Disputes. In the event of an inconsistency arising between the terms of the Note or the Warrant and this Loan Agreement, the terms of the Loan Agreement shall control. [Remainder of Page Intentionally Left Blank] 9

IN WITNESS WHEREOF, the parties to this Agreement have executed this loan Agreement by their duly authorized officers effective as of the day and year first above written.
"Company" Gender Sciences, Inc., a New Jersey corporation /s/ EUGENE TERRY -----------------------------------Eugene Terry, Chairman

"Lender"
/s/ FRANCIS A. NEWMAN -----------------------------------Francis A. Newman

[Signature Page to Loan Agreement] 10

TABLE OF EXHIBITS
Exhibit "A" Exhibit "B" Exhibit "C" Exhibit "D" Exhibit "E" Form of Convertible Promissory Note Form of Warrant Definition of "accredited investor" Risk Factors Capitalization Table

Exhibit List

EXHIBIT A NOTE A-1

NEITHER THIS PROMISSORY NOTE NOR THE SHARES INTO WHICH IT IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW. THE COMPANY WILL NOT TRANSFER THIS PROMISSORY NOTE OR THE UNDERLYING SHARES UNLESS: (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH PROMISSORY NOTE OR SUCH SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, OR (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS. GENDER SCIENCES, INC. CONVERTIBLE PROMISSORY NOTE $50,000 November 5, 2002 Gender Sciences, Inc., a New Jersey corporation (the "Company"), for value received, hereby promises to pay to Francis A. Newman ("Lender"), on the Maturity Date (as hereinafter defined), the principal amount of Fifty Thousand Dollars ($50,000) plus accrued and unpaid interest thereon, at a simple interest rate of Eight Percent (8%) per annum from the date hereof until the Maturity Date. Unless converted into shares of the Company's capital stock, all sums due pursuant to this Note shall be due and payable on the third (3rd) anniversary of the date of this Note ("Maturity Date") at the principal office of the Company at 10 West Forest Avenue, Englewood, New Jersey 07631 in currency of the United States of America which at the time of payment shall be legal tender for payment of public and private debts. This Note is made pursuant to a Loan Agreement of even date herewith. All capitalized terms not otherwise defined herein shall have the meaning attributed to them in the Loan Agreement. Any conflict between the Loan Agreement and this Note shall be determined by the Loan Agreement. 1. Waiver. The Company and any and each other person or entity liable for the payment or collection of this Note expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, bringing of suit and diligence in taking any action to collect amounts called for under this Note and in the handling of property at any time existing as security in connection with this Note, and shall be directly and primarily liable for the payment of all sums owing and to be owing on this Note, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for under this Note. 2. Costs of Collection. The Company agrees to pay all reasonable costs, including reasonable attorneys' fees, incurred by the Lender in collecting or enforcing payment of this Note in accordance with its terms.

3. Conversion. a. Voluntary Conversion. If not sooner converted as described in Section 3.2 below, all or some of the outstanding principal balance of, and all or some of the accrued and unpaid interest on, this Note may be converted at any time prior to the Maturity Date, at the option of the Lender, into shares of Common Stock of the Company at a conversion price per share equal to Five Cents ($0.05). b. Automatic Conversion. At the closing of a Qualifying Equity Financing (as defined below) on or before the Maturity Date, the entire outstanding principal balance of and all accrued and unpaid interest on, this Note shall be automatically converted into the number of shares of either (1) Preferred Stock or Common Stock, as the case may be, if the price per share in the Qualified Equity Financing is equal to or less than Five Cents ($0.05); or (2) Common Stock if the price per share is greater in the Qualified Equity Financing than Five Cents ($0.05), as is obtained by dividing (a) the outstanding principal balance of, and all accrued and unpaid interest on, the Note as of the closing date of the Qualified Equity Financing by (b) the lower of (i) Five Cents ($0.05) or (ii) the price per share of Common Stock or Preferred Stock, as the case may be, issued in the Qualified Equity Financing. A "Qualified Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock and obtains net proceeds (including conversion of all convertible notes in connection with the bridge financing) in an amount not less than Two Million Dollars ($2,000,000). c. Notice. If this Note is automatically converted as provided for in Section 3.2 above, written notice shall be delivered to the Lender at the address last shown on the records of the Company for the Lender or given by the Lender to the Company for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the Company is located, notifying the Lender of the conversion, specifying the principal amount of this Note converted, the amount of accrued and unpaid interest converted, the date of such conversion and calling upon the Lender to surrender this Note to the Company in exchange for equity securities of the Company as provided herein, in the manner and at the place designated by the Company. d. Certificate. As promptly as practicable after the conversion of this Note, the Company at its expense will issue and deliver to the Lender, upon surrender of this Note, a certificate or certificates for the number of full shares of equity securities issuable upon such conversion. No fractional shares shall be issued in connection with any conversion under this Note, but in lieu of such fractional shares, the Company shall round up the number of shares to be received upon conversion of this Note to the next whole share of stock. 4. Usury Savings Clause. Notwithstanding any provision of this Note, the Company shall not and will not be required to pay interest at a rate or any fee or charge in an amount prohibited by applicable law. If interest or any fee or charge payable on any date would be prohibited, then such interest, fee or charge will be automatically reduced to the maximum amount that is not prohibited. In the event that Lender receives payment of any interest, fee, or charge that would cause the amount so received to exceed the maximum amount 2

permitted under applicable law, then, to the extent that the amount so received exceeds the maximum amount permitted under applicable law: (a) in the first instance, the amount received shall be applied to principal and (b) in the second instance, in the event that the principal amount of this Note has been paid in full, the remaining amount so received shall be deemed to be a loan from the Company to Lender, repayable upon the demand of the Company with interest at the legal rate from the date of Lender's receipt of each payment in excess interest, fees, or charges. 5. Representations of Lender. a. Acquisition for Personal Account. Lender represents and warrants that it is acquiring this Note and the Conversion Shares (as defined below) (the "Securities") solely for its account for investment and not with a view to or for sale or distribution of said Securities. Lender also represents that the entire legal and beneficial interests it may acquire in the Securities are being acquired for, and will be held for, Lender's account only. b. Securities Are Not Registered. Lender understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Act") on the basis that no distribution or public offering of the securities of the Company is to be effected. Lender realizes that the basis for the exemption may not be present if, notwithstanding its representations, Lender has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the Securities. Lender has no such present intention. c. Accredited Investor. Lender is an "accredited investor" within the meaning of Securities and Exchange Commission ("SEC") Rule 501 of Regulation D, as presently in effect. 6. Covenants of the Company. a. Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Note by Company and the performance of the Company's obligations hereunder, including the issuance and delivery of this Note and the shares of equity securities issuable upon conversion of this Note ("Conversion Shares") and the reservation of the Conversion Shares has been taken or will be taken prior to the issuance of such Conversion Shares. This Note, when executed and delivered by the Company, shall constitute a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Conversion Shares, when issued in compliance with the provisions of this Note, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances. b. No Impairment. Except and to the extent as waived or consented to by Lender, the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, 3

consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of Lender against impairment. 7. Default. Each of the following events shall be an "Event of Default" hereunder: a. the Company fails to pay timely any of the principal amount due under this Note or any accrued interest or other amounts due under this Note on the date the same becomes due and payable or within twenty (20) business days thereafter; b. the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or c. an involuntary petition is filed against the Company (unless such petition is dismissed or discharged within ninety (90) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company. Upon the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Lender, be immediately due, payable and collectible by Lender pursuant to applicable law. 8. Miscellaneous a. The Company currently has enough authorized shares sufficient to effect the conversion of this Note. Notwithstanding the foregoing, the Company's current authorized shares are not sufficient to effect the conversion of this Note assuming full exercise and conversion of the Company's other outstanding options and convertible securities. Accordingly, the Company hereby covenants and agrees to expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of all of its outstanding options and convertible securities. b. The Company hereby agrees that no failure on the part of the Lender to exercise any power, right or privilege hereunder, or to insist upon prompt compliance with the terms hereof, shall constitute a waiver thereof. c. The Lender shall not be deemed, by any act of omission or commission, to have waived any of their rights or remedies hereunder unless such waiver is in writing and signed by the Lender, and then only to the extent specifically set forth in writing. A waiver with reference to one event shall not be construed and continuing or as a bar to or waiver of any right or remedy as to a subsequent event. No delay or 4

omission of the Lender to exercise any right, whether before or after an event of default or a default thereunder, shall impair any such right or shall be construed to be a waiver of any right or default, and the acceptance at any time by the Lender of any past due amounts shall not be deemed to be a waiver of the right to require prompt payment when due of any other amounts then or thereafter due and payable. d. The remedies of the Lender in this Note or at law or in equity, shall be cumulative and concurrent, and may be pursued singly, successively or together at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. e. Lender shall not become or be deemed a partner or joint venturer with the Company by reason of any provisions of this Note. f. If any amount of principal or interest on or in respect of this Note becomes due and payable on any date which is not a Business Day, such amount shall be payable on the next preceding Business Day. "Business Day" means any day other than a Saturday, Sunday, statutory holiday or other day on which banks in the State of California are required by law to close or are customarily closed. g. If any of the provisions of this Note or the application thereof to any persons or circumstances shall, to any extent, be held to be invalid or unenforceable, the remainder of this Note by the application of such provision or provisions to persons or circumstances other than those as for whom or of which it is held invalid or unenforceable shall not be affected thereby, and every provision of this Note shall be valid and enforceable to the fullest extent permitted by law. h. The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, successors, assigns or any entity formed as a result of the Company reincorporating in another jurisdiction. i. Time is of the essence of this Note and the performance of all provisions hereof. j. This Note is registered on the books of the Company and is transferable only by surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Lender of this Note or its attorney duly authorized in writing. Payment of or on account of principal and interest on this Note shall be made only to or upon the order in writing of the registered Lender. k. Note is governed by and construed in accordance with me laws or the State of New Jersey. 5

l. The Lender will not be entitled to vote, receive dividends or exercise any of the rights of the holders of the Company's equity securities for any purpose prior to the conversion of this Note. [Remainder of Page Intentionally Left Blank] 6

"Company"

Gender Sciences, Inc., a New Jersey corporation /s/ EUGENE TERRY -----------------------------------Eugene Terry, Chairman

"Lender" /s/ FRANCIS A. NEWMAN -----------------------------------Francis A. Newman

7

EXHIBIT B WARRANT B-1

VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER 5, 2005 NEITHER THIS WARRANT NOR THE WARRANT SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE COMPANY WILL NOT TRANSFER THIS WARRANT OR THE WARRANT SHARES UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH WARRANT SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATES SECURITIES LAWS, (ii) IT FIRST RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE BOARD OF DIRECTORS AND ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933. GENDER SCIENCES, INC. COMMON STOCK PURCHASE WARRANT
Warrant to Subscribe for 1,000,000 Shares of Common Stock

November 5, 2002

Not Transferable or Exercisable Except Upon Conditions Herein Specified ---------------------------------------

THIS CERTIFIES that, for value received, Francis A. Newman (such person or entity and any successor and assign being hereinafter referred to as the `Holder") is entitled to subscribe for and purchase from Gender Sciences, Inc., a New Jersey corporation (hereinafter called the "Company"), One Million (1,000,000) shares of Common Stock, (the "Common Stock"), of the Company (such shares to be subject to adjustment in accordance with Sections 1 and 5 hereof, hereinafter sometimes called the "Warrant Shares") at an exercise price of Five Cents ($0.05) per share as adjusted in accordance with Section 1 hereof (the "Strike Price'), at any time or from time to time from the date hereof to and including November _, 2005 (the "Exercise Period"). 1. Exercise of Warrant. 1.1 The rights represented by this Warrant may be exercised by the Holder hereof, in whole at any time or in part from time to time during the Exercise Period, but not as to a fractional share of Common Stock, by the surrender of this Warrant (properly endorsed) at the principal office of the Company, at 10 West Forest Avenue, Englewood, New Jersey 07631 (or at such other agency or office of the Company in the United States of America as the Company may designate by notice in writing to the Holder hereof at the address of such Holder appearing on the books of the Company), and by payment to the Company of the Strike Price in cash or by certified or official bank check in United States Dollars for each share being purchased (the "Exercise Payment"); provided, however, that, at the

option of the Holder, the Exercise Payment may instead be satisfied by withholding from those Warrant Shares that would otherwise be obtained upon such exercise (the "Total Warrant Shares") a number of Warrant Shares having an aggregate Current Fair Market Value (as defined below) equal to the aggregate Strike Price that would otherwise have been payable for the Total Warrant Shares. 1.2 In the event of any exercise of the rights represented by this Warrant, (i) a certificate or certificates for the shares of Common Stock so purchased, registered in the name of the person entitled to receive the same, shall be mailed to the Holder within a reasonable time after the rights represented by this Warrant shall have been so exercised; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the registered Holder thereof, and the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid; and (ii) unless this Warrant has expired, a new Warrant representing the number of shares (except a remaining fractional share), if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder hereof within such time. The person in whose name any certificate for shares of Common Stock is issued upon exercise of this Warrant, shall for all purposes be deemed to have become the Holder of record of such shares on the date on which this Warrant was surrendered and payment of the Strike Price was made (unless the cashless exercise option described in the foregoing proviso is selected by the Holder), irrespective of the date of delivery of such certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the Holder of record of such shares at the close of business on the next succeeding date on which the stock transfer books are open. The issuance of any shares of Common Stock pursuant to the terms of this Warrant shall at all times be subject to compliance with all requirements of the Securities Act of 1933, as amended, and with all applicable foreign and state securities and blue sky laws then in effect. If the Holder elects to use the cashless exercise option described in Section 1.1 above to exercise this Warrant by withholding a portion of the Total Warrant Shares, this Warrant shall be terminated with respect to the number of Total Warrant Shares withheld. 1.3 Current Fair Market Value. For the purposes of this Warrant, the "Current Fair Market Value" of each share of Common Stock shall be determined as follows: 1.3.1 If the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the Current Fair Market Value shall be the average of the last reported sale prices of the Common Stock on such exchange based on the last thirty (30) Business Days (as defined below) prior to the date of exercise of this Warrant, or, if the Common Stock is not so listed or admitted to unlisted trading privileges on a national securities exchange but is listed on NASDAQ, the Current Fair Market Value shall be the average of the last reported sale prices of the Common Stock on NASDAQ based on the last thirty (30) Business Days prior to the date of exercise of this Warrant; or 1.3.2 If the Common Stock is not so listed or admitted to unlisted trading privileges on a national securities exchange or -2-

quoted on NASDAQ, the Current Fair Market Value shall be the average mean of the last closing bid and asked prices reported on the last five (5) Business Days prior to the date of exercise of this Warrant (x) by NASDAQ, or (y) if reports are unavailable under clause (x) above, by the National Quotation Bureau Incorporated ("NAB"); or 1.3.3 If the Common Stock is not so listed or admitted to unlisted trading privileges on a national securities exchange and bid and asked prices are not so reported by NASDAQ or NAB, the Current Fair Market Value shall be an amount per share, determined in such reasonable manner as may be prescribed by the Company's Board of Directors in good faith. 1.3.4 As used in this Section 3, "Business Day" means any day other than a Saturday or Sunday on which the relevant exchange, system or service is open or available, as the case may be. 1.4 Adjustments in Number and Strike Prices of Warrant Shares. If, pursuant to the Qualifying Equity Financing (as defined below), the Company sells (i) Common Stock at a price per share less than the Strike Price, then the Company shall exchange this Warrant for a warrant to purchase the same number of shares of Common Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing; or (ii) Preferred Stock at a price per share equal to or less than the Strike Price, then the Company shall exchange the Warrant for warrant to purchase the same number of shares of Preferred Stock at a price per share equal to the price per share offered in the Qualifying Equity Financing. A "Qualified Equity Financing" shall mean an equity financing in which the Company sells shares of Common Stock or Preferred Stock and obtains net proceeds (including conversion of all convertible notes in connection with a bridge financing) in an amount not less than Two Million Dollars ($2,000,000). 1.5 Covenants as to Common Stock. The Company covenants and agrees all Warrant Shares will, upon issuance, be validly issued, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issue thereof. The Company currently has enough authorized shares sufficient to effect the exercise of this Warrant. Notwithstanding the foregoing, the Company's current authorized shares are not sufficient to effect the exercise of this Warrant assuming full exercise and conversion of the Company's other outstanding options and convertible securities. Accordingly, the Company hereby covenants and agrees to expeditiously take such corporate action as may be necessary to amend the Company's Articles of Incorporation to increase its authorized but unissued shares of capital stock to the number of shares as shall be sufficient for the conversion of all of its outstanding options and convertible securities. If and so long as the Common Stock issuable upon the exercise of this Warrant is listed on any national securities exchange, the Company will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all of the Warrant Shares. 2. Transfer. 2.1 Securities Laws. Neither this Warrant nor the Warrant Shares have been registered under the Securities Act of 1933. The Company will not transfer this Warrant or the Warrant Shares unless (i) there is an -3-

effective registration covering such Warrant or such shares, as the case may be, under the Securities Act of 1933 and applicable states securities laws, (ii) it first receives a letter from an attorney, acceptable to the Company's board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act of 1933 and under all applicable state securities laws, or (iii) the transfer is made pursuant to Rule 144 under the Securities Act of 1933. 2.2 Compliance With Blue Sky Laws. The Company will be able to issue the Warrant Shares upon exercise of the Warrant only if there is a then current Offering Memorandum or registration statement available for and distributed to the Warrant Holders relating to such Common Stock, and only if such Warrant and Common Stock is qualified for sale or exempt from qualification under applicable state securities laws of the jurisdiction in which the Holders of the Warrants reside. The Company reserves the right in its sole discretion to determine not to apply for exemptions or to register such Common Stock in any jurisdiction where the time and expense do not justify the costs of such exemption filing or registration. The Warrants may be deprived of any value in the event the Company does not satisfy or the Company chooses not to satisfy any such requirements. Although it is the present intention of the Company to satisfy such requirements, there can be no assurance the Company will be able to do so; provided, however, the Company will not be permitted to accelerate the termination of the Exercise Period of these Warrants unless such acceleration is accomplished in full compliance with Section 1 hereof. 2.3 Investment Representations. The Holder of the Warrant agrees and acknowledges the Warrant is being purchased for his own account, for investment purposes only, that he, she or it either has a prior personal or business relationship with the officers, directors or controlling persons, or by reason of his business or financial experience, or the business or financial experience of he and his professional advisors who are unaffiliated with and not compensated by the Company, could be reasonably assumed to have the capacity to protect his, her or its own interests in connection with the purchase of and the exercise of the Warrants, and not for the account of any other person, and not with a view to distribution, assignment or resale to others or to fractionalization in whole or in part, and the Holder further represents, warrants and agrees as follows: no other person has or will have a direct or indirect beneficial interest in this Warrant and the Holder will not sell, hypothecate or otherwise transfer his Warrant except in accordance with the Act and applicable state securities laws or unless, in the opinion of counsel for the Holder acceptable to the Company, an exemption from the registration requirements of the Securities Act and such state laws is available. 2.4 Conditions to Transfer. Prior to any such proposed transfer, and as a condition thereto, if such transfer is not made pursuant to an effective registration statement under the Securities Act, the Holder will, if requested by the Company, deliver to the Company (i) an investment covenant signed by the proposed transferee, (ii) an agreement by such transferee that the restrictive investment legend set forth above be placed on the certificate or certificates representing the securities acquired by such transferee, (iii) an agreement by such transferee that the Company may place a "stop transfer order" with its transfer agent or registrar, and (iv) an agreement by the transferee to indemnify the Company to the same extent as set forth in the next succeeding paragraph. -4-

2.5 Indemnity. The Holder acknowledges the Holder understands the meaning and legal consequences of this Section, and the Holder hereby agrees to indemnify and hold harmless the Company, its representatives and each officer, director, agent, and legal counsel thereof from and against any and all loss, damage or liability (including all attorneys' fees and costs incurred in enforcing this indemnity provision) due to or arising out of (a) the inaccuracy of any representation or the breach of any warranty of the Holder contained in, or any other breach of, this Warrant, (b) any transfer of any of this Warrant or the Warrant Shares in violation of the Securities Act of 1933, the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated under either of such acts, (c) any transfer of this Warrant or any of the Warrant Shares not in accordance with this Warrant or (d) any untrue statement or omission to state any material fact in connection with the investment representations or with respect to the facts and representations supplied by the Holder to counsel to the Company upon which its opinion as to a proposed transfer shall have been based. 2.6 Holdback Period and Transfer. Except as specifically restricted hereby, this Warrant and the Warrant Shares issued may be transferred by the Holder in whole or in part at any time or from time to time. Upon surrender of this Warrant certificate to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, and upon compliance with the foregoing provisions, the Company shall, without charge, execute and deliver a new Warrant certificate in the name of the assignee named in such instrument of assignment, and this Warrant certificate shall promptly be canceled. Any assignment, transfer, pledge, hypothecation or other disposition of this Warrant attempted contrary to the provisions of this Warrant, or any levy of execution, attachment or other process attempted upon this Warrant, shall be null and void and without effect. 3. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or in equity, and the rights of the Holder are limited to those expressed in this Warrant. 4. Anti-Dilution Provisions. 4.1 Stock Splits, Dividends, Etc. 4.1.1 If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock (or other securities at the time receivable upon the exercise of the Warrant) by recapitalization, reclassification or split-up thereof, or if the Company shall declare a stock dividend or distribute shares of Common Stock to its stockholders, the number of shares of Common Stock subject to this Warrant immediately prior to such subdivision shall be proportionately increased, and if the Company shall at any time combine the outstanding shares of Common Stock by recapitalization, reclassification or combination thereof, the number of shares of Common Stock subject to this Warrant immediately prior to such combination shall be proportionately decreased. Any such adjustment to the Strike Price pursuant to this Section shall be effective at the close of business on the effective date of such subdivision or combination or if any adjustment is the result of a stock dividend or distribution then the effective date for such adjustment based thereon shall be the record date therefor. -5-

4.1.2 Whenever the number of shares of Common Stock purchasable upon the exercise of this Warrant is adjusted, as provided in this Section, the Strike Price shall be adjusted to the nearest cent by multiplying such Strike Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 4.2 Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any reorganization of the Company (or any other corporation, the securities of which are at the time receivable on the exercise of this Warrant) after the date hereof, or in case after such date the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then, and in each such case, the Holder of this Warrant upon the exercise as provided in Section 1 above at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the securities and property receivable upon the exercise of this Warrant prior to such consummation, the securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto; in each such case, the terms of this Warrant shall be applicable to the securities or property received upon the exercise of this Warrant after such consummation. 4.3 Certificate as to Adjustments. In each case of an adjustment in the number of shares of Common Stock receivable on the exercise of this Warrant, the Company at its expense shall promptly compute such adjustment in accordance with the terms of the Warrant and prepare a certificate executed by an officer of the Company setting forth such adjustment and showing the facts upon which such adjustment is based. The Company shall forthwith mail a copy of each such certificate to each Holder. 4.4 Notices of Record Date, Etc. In case: 4.4.1 the Company shall take a record of the holders of its Common Stock (or other securities at the time receivable upon the exercise of the Warrant) for the purpose of entitling them to receive any dividend (other than a cash dividend at the same rate as the rate of the last cash dividend theretofore paid) or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities, or to receive any other right; or 4.4.2 of any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall mail or cause to be mailed to each Holder a notice specifying, as the case may be, (A) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (B) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any, to be fixed, as to which the holders of record of Common Stock (or such other securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other securities) for securities or other property deliverable upon such reorganization, reclassification, -6-

consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed at least twenty (20) days prior to the date therein specified, and this Warrant may be exercised prior to said date during the term of the Warrant. 4.5 Threshold for Adjustments. Anything in this Section to the contrary notwithstanding, the Company shall not be required to give effect to any adjustment until the cumulative resulting adjustment in the Strike Price pursuant to this Section shall have required a change of the Strike Price by at least $0.10. No adjustment shall be made by reason of the issuance of shares upon conversion rights, stock issuance rights or similar rights currently outstanding or any change in the number of treasury shares held by the Company. 5. Legend and Stop Transfer Orders. Unless the Warrant Shares have been registered under the Securities Act, upon exercise of any of this Warrant and the issuance of any of the Warrant Shares, the Company shall instruct its transfer agent, if any, to enter stop transfer orders with respect to such shares, and all certificates representing shares of Warrant Shares shall bear on the face thereof substantially the following legend: This certificate has not been registered under the Securities Act of 1933. The Company will not transfer this certificate unless (i) there is an effective registration covering the shares represented by this certificate under the Securities Act of 1933 and all applicable state securities laws, (ii) it first receives a letter from an attorney, acceptable to the board of directors or its agents, stating that in the opinion of the attorney the proposed transfer is exempt from registration under the Securities Act of 1933 and under all applicable state securities laws, (iii) the transfer is made pursuant to Rule 144 under the Securities Act of 1933. 6. Officer's Certificate. Whenever the number or kind of securities purchasable upon exercise of this Warrant or the Strike Price shall be adjusted as required by the provisions hereof, the Company shall forthwith file with its Secretary or Assistant Secretary at its principal office and with its stock transfer agent, if any, an officer's certificate showing the adjusted number of kind of securities purchasable upon exercise of this Warrant and the adjusted Strike Price determined as herein provided and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustments. Each such officer's certificate shall be made available at all reasonable times for inspection by the Holder and the Company shall, forthwith after each such adjustment, mail by certified mail a copy of such certificate to the Holder. 7. Transfer of Warrant. Subject to Section 3 hereof, this Warrant and all rights hereunder are transferable in whole (or in part), at the agency of office of the Company referred to in Section 1 hereof by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant properly endorsed. Each taker and Holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed, in blank, shall be deemed negotiable, and, when so endorsed the Holder hereof may be treated by the Company and all other persons dealing with this Warrant as the absolute owner -7-

hereof for all purposes and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until each transfer on such books, the Company may treat the registered Holder hereof as the owner hereof for all purposes. 8. Elimination of Fractional Interests. The Company shall not be required to issue stock certificates representing fractions of shares of Common Stock, nor shall it be required to issue script or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated. 9. Exchange of Warrant. Subject to the limitations set forth herein this Warrant is exchangeable, upon the surrender hereof by the Holder hereof at the office or agency of the Company designated in Section 1 hereof, for a new Warrant of like tenor representing the right to subscribe for and purchase the number of Warrant Shares which may be subscribed for and purchased hereunder. 10. Notices to Warrant Holders. Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof the right to vote or to consent to or receive notice as a shareholder in respect of any meetings of shareholders for the election of Directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Warrant and prior to its exercise, any of the following events shall occur: 10.1 The Company shall offer to all of the holders of its Common Stock any additional shares of stock of the Company or securities convertible into or exchangeable for shares of stock of the Company, or any option, right or warrant to subscribe therefor; or 10.2 A dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety (whether by merger, consolidation or sale of assets) shall be proposed; then, in any one or more of said events, the Company shall give written notice of such events at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be. Failure to give such notice or any defect therein shall not affect the validity of any action taken in connection with the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation, winding up or sale. 11. Lost, Stolen, Mutilated or Destroyed Warrant. Upon surrender by the Holder of this Warrant to the Company, the Company at its expense will issue in exchange therefor, and deliver to such Holder, a new Warrant. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and in the case of any such loss, theft or destruction, upon delivery by such Holder of an indemnity agreement or security satisfactory to the Company, and in case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, upon reimbursement of all -8-

reasonable expenses incident thereto, will issue and deliver to such Holder a new Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated Warrant. Any Warrant delivered to such Holder in accordance with this Section 11 shall bear the same securities legends as the Warrant which it replaced. 12. Governing Law. This Warrant shall be governed by, and construed in accordance with, the laws of the State of New Jersey applicable to contracts made therein. 13. Notices. Any communications between the parties or notices provided for in this Agreement may be given by mailing them, first class, postage prepaid, to Holder at: Francis A. Newman Address:________________

and to the Company at: Gender Sciences, Inc. 10 West Forest Avenue Englewood, New Jersey 07631 Attn: Eugene Terry With a copy to: Foley & Lardner 402 West Broadway, 23rd Floor San Diego, California 92101 Attn: Kenneth D. Polin or to such other address as either party may indicate to the other in writing after the date of this Agreement. 14. Successors. All the covenants, agreements, representations and warranties contained in this Warrant shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns. 15. Headings. The Article and Section headings in this Warrant are inserted for purposes of convenience only and shall have no substantive effect. [Remainder of Page Intentionally Left Blank] -9-

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer under its corporate seal and to be dated as of the date first above written.
"Company" Gender Sciences, Inc., a New Jersey corporation

/s/ EUGENE TERRY -----------------------------------Eugene Terry, Chairman

"Holder"
/s/ FRANCIS A. NEWMAN -----------------------------------Francis A. Newman

[Signature Page to Warrant] -10-

FORM OF ASSIGNMENT [To be signed only upon transfer of the Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________, all of the rights represented by the within Warrant to purchase ___________________ shares of Common Stock of Gender Sciences, Inc. to which the within Warrant relates, and appoints Kenneth D. Polin as the attorney to transfer such rights on the books of Gender Sciences, Inc. with full power of substitution in the premises. Dated (Signature)

(Address) Notarization Required:

FORM OF EXERCISE [To be signed only upon exercise of the Warrant] THE UNDERSIGNED, the Holder of the within Warrant, hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder, __________ shares of Common Stock of Gender Sciences, Inc. and herewith tenders payment of $______________ in full payment of the exercise price for such shares, and requests that the certificates for such shares be issued in the name of, and delivered to, _________________________ whose address is ______________________________________ Dated (Signature)

(Address)

EXHIBIT C Definition of "accredited investor" Individuals: * An individual who, together with your spouse, has a net worth in excess of $1,000,000 (including home, furnishings and automobiles). * An individual who had gross income in excess of $200,000, or joint income with spouse in excess of $300,000, for each of the last two years and reasonably expects to have gross income of $200,000, or joint income in excess of $300,000, for the current year. * A director or executive officer of the Company Entities: * A bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the "Act"), or any savings and loan association defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; any broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; insurance company as defined in Section 2(13) of the Act; investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. * An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act, if investment decisions are made by a plan fiduciary, as defined in Section 3(21) of that act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000. * A self-directed employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, whose investment decisions are made solely by accredited investors. * Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940. * Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of making this investment, with total assets in excess of $5,000,000. * Any trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring securities offered by the Company, if the investment is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the proposed investment. * Any entity in which all of the equity owners individually qualify as accredited investors. C-1

EXHIBIT "D" RISK FACTORS An investment in the Company is highly speculative and subject to a high degree of risk. Only those investors who can bear the risk of the entire loss of their investment should participate. You should carefully consider the risks described below, in addition to the other information in these materials, before making an investment in the securities. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company or that it currently considers immaterial may also impair its operations. If any of the following risks actually occur, the Company's business, financial condition or results of operations could be materially adversely affected. In that case, the value of your investment could decline, and you may lose all or part of your investment. 1. RISKS RELATED TO THE COMPANY'S BUSINESS AND FINANCIAL CONDITION 1.1 Need for Additional Financing The Company will need to raise additional capital to continue its activities and operations (the "Additional Financing"). The failure to obtain Additional Financing will seriously jeopardize the Company's ability to continue as a going concern. Accordingly, the Company will require Additional Financing for its operations and there can be no assurance that the Company will be able to acquire Additional Financing on favorable terms, or at all. The Company may seek Additional Financing through public or additional private debt or equity offerings. Providers of Additional Financing may require repayment, interest, fees or other payments from revenues derived from the Company's products and services distribution and other exploitation which may significantly reduce revenues and/or profits generated by the Company. In addition, Additional Financing may be senior to the Convertible Promissory Notes (the "Convertible Notes") offered by the Company. There are no guarantees that attempts to secure any such Additional Financing will be successful. Other financing needs may also arise and no assurance can be given that the Company will be able to meet such needs as they arise. If adequate funds are not available or are not available on acceptable terms, the Company might not be able to take advantage of unanticipated opportunities, develop new products or services or otherwise respond to unanticipated competitive pressures. 1.2 Significant Amount of Revenues Generated From Single Customer. For the fiscal year ended January 31, 2002, one customer accounted for approximately 32% of the Company's total revenues. The Company does not have a contract with this customer and, as a result, there is no assurance that this customer will continue to order products from the Company or will continue to order the products in the same amount. The loss of this customer would have a material effect upon the operation of the Company. D-1

1.3 The Company has recently instituted its new business strategy. Its business must expand for it to attain profitability. The Company has only recently commenced the implementation of its new business strategy. The Company may not successfully complete the transition to successful operations or profitability pursuant to its new strategy. The Company may encounter problems, delays and expenses in implementing its new business strategy. These may include, but not be limited to, unanticipated problems and 13 additional costs related to marketing, competition and product acquisitions and development. These problems may be beyond the Company's control, and in any event, could adversely affect the Company's results of operations. 1.4 If the Company Does Not Successfully Manage Any Growth It Experiences, it May Experience Increased Expenses without Corresponding Revenue Increases. The Company's business plan will, if implemented, result in expansion of its operations. This expansion may place a significant strain on management, financial and other resources. It also will require the Company to increase expenditures before it generates corresponding revenues. The Company's ability to manage future growth, should it occur, will depend upon its ability to identify, attract, motivate, train and retain highly skilled managerial, financial, business development, sales and marketing and other personnel. Competition for these employees is intense. Moreover, the addition of products or businesses will require the Company's management to integrate and manage new operations and an increasing number of employees. The Company may not be able to implement successfully and maintain its operational and financial systems or otherwise adapt to growth. Any failure to manage growth, if attained, would have a material adverse effect on the Company's business. The Company, due to its limited capital presently has only three full time employees which creates an additional risk that the Company may not be successful in implementing its strategy. 1.5 The Company is Dependent an a Limited Number of Sources of Supply for Many of the Products it Offers. If One of its Suppliers Fails to Supply Adequate Amounts of a Product the Company Offers, the Company's Sales May Suffer and it Could Be Required to Abandon a Product Line. The Company is dependent on a limited number of sources of supply for many of the products it offers. With respect to these products, the Company cannot guarantee that these third parties will be able to provide adequate supplies of products in a timely fashion. The Company also faces the risk that one of its suppliers could become insolvent, declare bankruptcy, lose its production facilities in a disaster, be unable to comply with applicable government regulations or lose the governmental permits necessary to manufacture the products it supplies to the Company. If the Company is unable to renew or extend an agreement with a third-party supplier, if an existing agreement is terminated or if a third-party supplier otherwise cannot meet the Company's need for a product, the Company may not be able to obtain an alternative source of supply D-2

in a timely manner or at all. In these circumstances, the Company may be unable to continue to market products as planned and could be required to abandon or divest itself of a product line on terms which would materially affect it. 1.6 The Company May Be Exposed To Product Liability Claims Not Covered By Insurance That Would Harm its Business. The Company may be exposed to product liability claims. Although the Company believes that it currently carries and intends to maintain a comprehensive multi peril liability package, the Company cannot guarantee that this insurance will be sufficient to cover all possible liabilities. A successful suit against the Company could have an adverse effect on its business and financial condition if the amounts involved are material. 1.7 The Company is Uncertain of its Ability to Obtain Additional Financing for its Future Capital Needs. If the Company is Unable to Obtain Additional Financing, it May Not Be Able to Continue to Operate its Business. The Company will require significant amounts of additional capital to achieve its stated goals. The Company believes that the net proceeds from the Company's recent private offering of common stock will not be sufficient to completely implement its strategy in calendar year 2002. The Company's future capital requirements will depend on many factors including: (i) the costs of its sales and marketing activities and its education programs for its markets, o competing product and market developments, (ii) the costs of acquiring or developing new products,(iii) the costs of expanding its operations, and (iv) its ability to generate positive cash flow from its sales. Additional funding may not be available on acceptable terms, if at all. If adequate funds are not available, the Company may be required to curtail significantly or defer one or more of its marketing programs or to limit or postpone obtaining new products through license, acquisition or other agreements. If the Company raises additional funds through the issuance of equity securities, the percentage ownership of its then-current stockholders may be reduced and such equity securities may have rights, preferences or privileges senior to those of the holders of its common stock. If the Company raises additional funds through the issuance of additional debt securities, these new securities would have certain rights, preferences and privileges senior to those of the holders of its common stock, and the terms of these debt securities could impose restrictions on its operations. 1.8 Going Concern Qualification Contained In Report of Independent Auditors. The Company has received from its auditors a report that raises substantial doubt about its ability to continue as a going concern. If the Company fails to raise additional funds or its new operating plan is not successful, an investor in the Company could lose his entire investment. D-3

1.9 The Company's Inability to Obtain New Proprietary Rights or to Protect and Retain its Existing Rights Could Impair its Competitive Position and Adversely Affect its Sales. The Company believes that the trademarks, copyrights and other proprietary rights that it owns or licenses, or that it will own or license in the future, will continue to be important to its success and competitive position. If the Company fails to maintain its existing rights or cannot acquire additional rights in the future, its competitive position may be harmed. While some products we offer incorporate patented technology, most of the products we sell are not protected by patents. The Company intends to take the actions that it believes are necessary to protect its proprietary rights, but it may not be successful in doing so on commercially reasonable terms, if at all. In addition, parties that license their proprietary rights to the Company may face challenges to their patents and other proprietary rights and may not prevail in any litigation regarding those rights. Moreover, the Company's trademarks and the products it offers may conflict with or infringe upon the proprietary rights of third parties. If any such conflicts or infringements should arise, the Company would have to defend itself against such challenges. The Company also may have to obtain a license to use those proprietary rights or possibly cease using those rights altogether. Any of these events could harm the Company's business. 1.10 If the Marketing Companies Do Not Successfully Sell the Products the Company Offers, the Company May Experience Significant Losses. The products the Company offers may not achieve market acceptance. The market acceptance of these products will depend on, among other factors, their advantages over existing competing products, and their perceived efficacy and safety. The Company's business model assumes that the marketing programs instituted by the marketing companies with which it has alliances will result in increased demand for the products it offers. If the marketing programs do not succeed in generating a substantial increase in demand for its products, the Company will be unable to realize its operating objectives. In addition, the Company's business model seeks to build on the expanding roles of marketing partners, and its marketing efforts are concentrated on these groups. If these distribution companies do not successfully sell the products the Company offers or if their customers do not regularly use these products, the Company may experience significant losses and its business will be adversely affected. 1.11 The Health Care Industry and The Markets for the Products the Company Offers are Very Competitive. The Company May Not Be Able to Compete Effectively, Especially Against Established Industry Competitors with Significantly Greater Financial Resources. The health care industry is highly competitive. Many of the Company's competitors are large well-known health care companies that have considerably greater financial, sales, marketing and technical resources than the Company. Additionally, these competitors have research and development capabilities that may allow them to develop new or improved products that may compete with product lines the Company markets and distributes. In addition, competitors may elect to D-4

devote substantial resources to marketing their products to similar outlets and may choose to develop educational and information programs like those developed by the Company to support their marketing efforts. The Company's business, financial condition and results of operations could be materially and adversely affected by any one or more of such developments. Competition for the self-care products the Company offers is significant. These products compete against a number of well-known brands of similar products. The Company's failure to adequately respond to the competitive challenges faced by the products it offers could have a material adverse effect on its business, financial condition and results of operations. 1.12 The Company's Quarterly Financial Results are Likely to Fluctuate Significantly and May Fail to Meet or Exceed the Expectations of Securities Analysts or Investors, which Could Cause the Price of the Company's Stock to Decline Significantly. The Company's quarterly operating results may fluctuate significantly based on factors such as: (i) changes in the acceptance or availability of the products it offers, (ii) the timing of new product offerings, acquisitions or other significant events by the Company or its competitors, (iii) regulatory approvals and legislative changes affecting the products it offers or those of its competitors, (iv) the timing of expenditures for the expansion of its operations, and (v) general economic and market conditions and conditions specific to the health care industry. Due to the Company's short operating history pursuant to its new business strategy and the difficulty of predicting demand for the products it offers, the Company is unable to accurately forecast its revenues. Accordingly, the Company's operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors, which could have a material adverse effect on the Company's stock price. 1.13 The Public Market for the Company's Common Stock may be Volatile, and the Price of the Common Stock may Fluctuate for Reasons Unrelated to the Company's Operating Performance. A Significant Decline in the Price of the Common Stock could Lead to a Class Action Lawsuit Against the Company. There has been a very limited public market for the Company's common stock, and the Company does not know whether investor interest in the Company will lead to the development of a more active trading market. The market prices and trading volumes for securities of emerging companies, such as the Company, historically have been highly volatile and have experienced significant fluctuations both related and unrelated to the operating performance of those companies. The price of the Company's common stock may fluctuate widely, depending on many factors, including factors that may cause the Company's quarterly operating results to fluctuate as well as market expectations and other factors beyond the Company's control. D-5

2. RISKS RELATED TO THIS FINANCING 2.1 No rights as stockholders. Holders of Convertible Notes will not be entitled to vote, receive dividends or exercise any of the rights of the Company's stockholders for any purpose prior to conversion of the Convertible Notes. Thus, actions that adversely affect the holders of Convertible Notes may be taken without the approval of such holders. 2.2 The Convertible Notes are unsecured obligations of the Company. The Convertible Notes will be general unsecured obligations, junior in right of payment to all of the Company's existing and future senior debt. The Convertible Notes will not be secured by any of the Company's assets, and as such will be effectively subordinated to any existing and future secured debt of the Company. 2.3 Broad Discretion of Use of Proceeds. Although the Company's management anticipates utilizing the proceeds of this financing to provide the Company with working capital and for general corporate purposes, the Company and its management will retain broad discretion to allocate the proceeds of this financing as well as the timing of its expenditures. Lenders will not have the opportunity to evaluate the economic, financial or other information that the Company and its affiliates may use to determine how it uses these proceeds. Management's failure to apply these funds effectively could have a material adverse effect on the Company's business, financial condition, and results of operations. 2.4 This is a best efforts Financing. The Convertible Notes are being offered on a "best efforts" basis. Thus, there can be no assurance that all of the offered Convertible Notes will be sold. Lenders bear the risk that the Company will accept subscriptions for less than the maximum amount of the financing and then be unable to successfully complete all of the anticipated uses of the proceeds of the financing. If less than the maximum amount of the financing is sold, the Company's business, financial condition and results of operations could be adversely affected. D-6

EXHIBIT "E"
Fully Diluted Capitalization -----------------------------------------------------------------------------------------------------Pre-Financing Post-Financing ---------------------------------- ----------------------------- ------------------------------------Number of Shares % Number of Shares % ---------------------------------- ----------------------------- ------------------------------------Common Stock and Equivalents (1) 39,109,680 62.2% 44,009,680(2) 48.5% ---------------------------------- ----------------------------- ------------------------------------Warrants and Options 23,807,750 37.8% 23,807,750 26.2% ---------------------------------- ----------------------------- ------------------------------------Convertible Note Shares (3) N/A 9,000,000 10.0% ---------------------------------- ----------------------------- ------------------------------------Convertible Note Warrants (4) N/A 13,900,000(5) 15.3% ---------------------------------- ----------------------------- ------------------------------------TOTAL 62,917,430 100% 90,717,430 100% ------------------------------------------------------------------------------------------------------

(1) Excludes Common Stock issued pursuant to conversion of the Convertible Notes and warrants issued in connection therewith. (2) Includes the 4,900,000 shares issued in connection with the conversion of the UVCA loan as described in Section 6.6.1 above. (3) Assumes a $0.05 price per share for the Convertible Notes on an as converted basis. (4) Assumes a $0.05 exercise price for the warrants on an as converted basis. (5) Includes the 4,900,000 warrants issued pursuant to the conversion of the UVCA loan as more specifically described in Section 6.6.1 above. E-1

EXHIBIT 10.7 [GRAPHIC OMITTED] Gender Sciences, Inc. 10 West Forest Avenue, Englewood, NJ 07631 Phone:(201) 569-1188 Fax: (201) 569-3224 SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES Dear Gene: 1. The undersigned hereby tenders this subscription and applies for the purchase of the number of shares of common stock (the "Shares") of the Company, at a purchase price of $.02 per Share, set forth on the signature page of this Subscription Agreement. The undersigned is hereby subscribing for Shares and, together with this Subscription Agreement, the undersigned is delivering a check payable to Gender Sciences, Inc. (the "Company") in the full amount of the purchase price for the Shares which the undersigned is subscribing for pursuant hereto or funds by wire transfer as instructed by the Company. 2. In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants to, and covenants with, the Company as follows: (i) The undersigned has received and reviewed with management information related to the operations of the Company, including the Company's Business Plan which includes the five month Cash Burn Analysis, ("CBA"), a copy of which is attached hereto, a projected timeline for the proposed merger between the Company and Health Direct, Inc. ("HD") and all public financial information filed by the Company with the Securities and Exchange Commission. It is agreed that during the period covered by the "CBA", the Company shall provide no later than ten (10) days after each monthly period, a statement covering the preceding monthly sales results. It is further agreed that during the period, there shall be no increase in salaries to prior levels (before 20% reduction provided for in the "CBA") or repayment of debt except for the amount shown in the "CBA" without written approval of the undersigned unless the sales figures exceed the aggregate projections by thirty percent (30%) for the five months period, in which case the salaries shall be increased to the salaries prior to the reduction provided for in the CBA for the next seven months. In the event that the sales figures do not exceed the projections by thirty percent (30%) then in such event, the salaries shall remain at the level provided for in the CBA for the next seven months. At the end of one year, the Board of Directors of the Company (excluding Arnold and Myra Gans) shall fix the salaries for the next year. However, such salaries shall not be greater than the salaries in effect prior to the reduction provided for in the CBA. (ii) The undersigned has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and all such questions, if any, have been answered to the full satisfaction of the undersigned; including conversations between the undersigned and the officers and principal shareholders of HD; (iii) The undersigned has such knowledge and expertise in financial and business matters that the undersigned is capable of evaluating the merits and risks involved in an investment in the Shares; (iv) No representations or warranties have been made to the undersigned by the Company or any agent, employee or affiliate of the Company other than as described herein and in entering into this transaction the undersigned is relying upon such information, and the results of independent investigation by the undersigned. It is further understood that there is no assurance that the proposed merger with HD will be consummated or if consummated within the timeline provided to you or on the terms contemplated herein. It is understood that if HD shall receive more than 55% of the outstanding shares and options existing after the consummation of this transaction (in this case, a total of 59,717,430 shares including the 5,500,000 issued to you and other Medical Nutrition, Inc. o Holistic Products Corp. o NutraPet Labs, Inc.

investors hereunder and an additional 1,250,000 shares to be issued to Gene Terry or his designee), you will receive additional shares such that your percentage after the consummation of the HD transaction will be equal to the percentage of the outstanding stock of the company you would have owned as if HD had received only 55% of the issued and outstanding stock and options. (v) The undersigned understands that (A) the Shares have not been registered under the Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Act; (B) the Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (C) the Shares may not be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (D) except as otherwise set forth herein, the Company is under no obligation to register the Shares under the Act or any state securities laws, or to take action to make any exemption from any such registration provisions available; and (E) the certificates for the Shares will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof. Notwithstanding anything herein to the contrary, if the Company shall file a registration statement covering its shares (including in the case of the potential merger with HD a proxy statement on FormS-4), it agrees that it will include those Shares being purchased by the undersigned hereunder in the registration Statement and the Company shall enter into a customary registration rights agreement with the undersigned; (vi) The undersigned is acquiring the Shares solely for the account of the undersigned, for investment purposes only, and not with a view towards the resale or distribution thereof; (vii) The undersigned will not sell or otherwise transfer any of the Shares, or any interest therein, unless and until (A) said Shares shall have first been registered under the Act and all applicable state securities laws; or (B) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws; (viii) The undersigned has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the undersigned thereunder; and such agreement is a legally binding obligation of the undersigned in accordance with its terms; (ix) The undersigned is an "accredited investor," as such term is defined in Rule 501 (a) of Regulation D promulgated under the Act; (x) The undersigned has carefully reviewed the jurisdictional notices listed below and agrees to abide by any restrictions contained therein applicable to the undersigned. JURISDICTIONAL NOTICES Residents of All States: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 2

EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OR THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. **** 3. The undersigned understands that this subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company's execution of this Subscription Agreement where indicated. This Subscription Agreement shall be null and void if the Company does not accept it as aforesaid. 4. The undersigned agrees to indemnify the Company, or any officer or director of the Company and hold each harmless from and against any and all losses, damages, liabilities, costs and expenses which it may sustain or incur in connection with the breach by the undersigned or any representation, warranty or covenant made by the undersigned. 5. Neither this Subscription Agreement nor any of the rights of the undersigned hereunder may be transferred or assigned by the undersigned except with respect to transfers or assignments made by the undersigned to members of the undersigned's family. 6. The undersigned acknowledges that the information supplied by the Company (other than filings pursuant to the Act) is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned to the undersigned's personal benefit (other than in connection with this proposed sale) nor disclosed to any third party for any reason other than in compliance with applicable law. 7. It is understood that in connection with the purchase of the Shares hereunder so long as the Company continues to pay Arnold Gans his salary and benefits and conducts its business in accordance with the "CBA", Arnold Gans agrees that he will not compete with the operations of the Company by becoming an officer, employee or shareholder, (defined as owning more than 5% of the issued and outstanding stock), of any company engaged in a business that is competitive with the operations of the Company. In the event that Arnold Gans voluntarily terminates his employment with the Company or he is terminated for "cause" by the Company, then in such case, Arnold Gans agrees not to compete with the Company for a period of one year from the date of such event. In addition, Arnold Gans agrees not to disclose, divulge or make available to any third party any trade secrets or proprietary information about the Company. 8. The undersigned is attaching to this Subscription Agreement true and correct copies of the following documents, as applicable: For Trusts. A trust must attach a copy of its declaration of trust or other governing instrument, as amended, as well as all other documents that authorize the trust to invest in the Shares and execute this Subscription Agreement. Include documents demonstrating authority of the signing individual to act on behalf of the trust. All documentation must be completed and correct. For Partnerships. A partnership must attach copies of its partnership agreement, as amended, as well as all other documents that authorize the partnership to invest in the Shares and execute this Subscription Agreement. Include documents demonstrating authority of the signing individual to act on SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 3

behalf of the partnership. All documentation must be completed and correct. If the partner of the partnership purchasing the Shares which is executing the Subscription Agreement on behalf of the Partnership is a trust, corporation or another partnership, the Partnership must supply a copy of such entity's trust agreement, articles of incorporation and by-laws or partnership agreement, as applicable. For Corporations. A corporation must attach copies of its articles of incorporation and by-laws, as amended, in effect as well as all other documents that authorize the corporation to invest in the Shares and execute this Subscription Agreement, e.g., resolutions of the board of directors. Include documents demonstrating authority of the signing individual to act on behalf of the corporation. All documentation must be completed and correct. 9. This Subscription Agreement (i) may only be modified by a written instrument executed by the undersigned and the Company; (ii) sets forth the entire agreement of the undersigned and the Company with respect to the subject matter hereof; (iii) shall be governed by the laws of the State of New Jersey applicable to contracts made and to be wholly performed therein; and (iv) shall inure to the benefit of, and be binding upon the Company and the undersigned and its respective heirs, legal representatives, successors and permitted assigns. 10. Unless the context otherwise requires, all personal pronouns used in this Subscription Agreement, whether in the masculine, feminine or neuter gender, shall include all other genders. 11. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by certified or registered mail, return receipt requested, postage prepaid, as follows: if to the undersigned, to the address set forth in this Agreement; and if to the Company, to Gender Sciences, Inc. 10 West Forest Avenue, Englewood, New Jersey 07631, or to such other address as the Company or the undersigned shall have designated to the other by like notice. 12. In the event that the Company proposes to issue or sell any (i) shares of common stock of the Company for a price of less than $.02 per share, including shares of common stock issued in the proposed merger with HD, (ii) warrants, options or other rights to purchase shares of common stock of the Company at a price of less than $.02 per share or (iii) any notes, debentures or other securities convertible into or exchangeable for shares of common stock of the Company at a price of less than $.02 per share (collectively "Company Securities"), the undersigned shall receive a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of common stock of the Company of all such company Securities including without limitation any shares that may be issued as a dividend, interest or similar payment), the undersigned will continue to maintain its same proportionate equity ownership in the Company on a fully diluted basis as of the date immediately prior to such issuance. In the event the Company shall issue any securities having greater rights then the rights of the investors hereunder from time to time, including voting rights, liquidation preference, dividends or other similar rights, then in such case the investors hereunder shall receive such rights. 13. It is agreed that in addition to the transactions contemplated hereby, the Company represents that Gene Terry (or his designee) will purchase $25,000 of common stock under the same terms and conditions. 14. Neither Arnold Gans nor Larry Burstein shall, in any one transaction or any series of similar transactions, directly or indirectly, sell any shares of common stock of the Company held by him unless the terms and conditions of such sale or other disposition to any third-party shall include an offer by such third-party to the undersigned to include, at the option of the undersigned, in the sale or disposition to such third-party a pro rata number of shares of common stock of the Company beneficially owned by the undersigned. SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 4

15. As of the date hereof, prior to the sales contemplated herein, the Capitalization of the Company consists of 29, 359, 680 shares of common stock issued and outstanding and 23,607,750 options to purchase shares of common stock. It is agreed that the Company will not grant any additional options to Arnold Gans, Myra Gans, Gene Terry or Larry Burstein or any of their affiliates without the prior approval of the undersigned. Further it is agreed that no outstanding options will be repriced or extended without the prior approval of the undersigned. A copy of the original option schedule is annexed hereto as Exhibit A. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this twelth day of April 2002. SIGNATURE PAGE
Organization Signature: Individual Signature(s): /s/ EUGENE TERRY ------------------------------------

-------------------------------------Print Name of Subscriber Organization By: ---------------------------------(Signature and Title)

-----------------------------------Signature(s) Eugene Terry -----------------------------------Print Name of Subscriber

-------------------------------------Print Name and Title of Person Signing

Print Name of Subscriber **Number of Shares Subscribed for: 1,250,000 @ $0.02 SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 5

(All Subscribers should please print information below exactly as you wish it to appear in the records of the Company)
Eugene Terry -------------------------------------Name and capacity in which subscription is Made-see below for particular requirements Address:

-----------------------------------Social Security Number of Individual or other Tax-payer I.D. Number

Address for notice if different:

-------------------------------------Number and Street

-----------------------------------Number and Street

-------------------------------------City State Zip Code

-----------------------------------City State Zip Code

Please check the appropriate box to indicate form of ownership (if applicable): [ ] TENANTS-IN-COMMON [ ] JOINT TENANTS WITH (Both Parties must sign above) RIGHT OF SURVIVORSHIP

(Both Parties must sign above) ACCEPTANCE OF SUBSCRIPTION GENDER SCIENCES, INC. The foregoing subscription is hereby accepted by Gender Sciences, Inc. this 12th day of April 2002, for 2,500,000 Shares. GENDER SCIENCES, INC.
By: /s/ ARNOLD GANS -------------------------------Name: Arnold Gans Title: President By: /s/ ARNOLD GANS -------------------------------Arnold Gans as to paragraph 7 &

14
By: /s/ LAWRENCE BURSTEIN -------------------------------Lawrence Burstein as to paragraph 14

SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 6

COMMON STOCK AND OPTION COUNT FOR GSI March 21, 2003
TOTAL SHARES ISSUED & OUTSTANDING OPTIONS AVAILABLE FOR EXERCISE TOTAL BEFORE INTERIM FINANCING TOTAL SHARES ISSUED AFTER INTERIM FINANCING TOTAL SHARES AFTER INTERIM FINANCING 29,359,680 23,607,750 52,967,430 6,750,000 59,717,430

THIS COMMON STOCK AND OPTION COUNT IS BEFORE THE PROPOSED MERGER WITH HEALTH DIRECT. SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 7

Exhibit 10.8 [GRAPHIC OMITTED] Gender Sciences, Inc. 10 West Forest Avenue, Englewood, NJ 07631 Phone:(201) 569-1188 Fax: (201) 569-3224 SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES Dear Andrew: 1. The undersigned hereby tenders this subscription and applies for the purchase of the number of shares of common stock (the "Shares") of the Company, at a purchase price of $.02 per Share, set forth on the signature page of this Subscription Agreement. The undersigned is hereby subscribing for Shares and, together with this Subscription Agreement, the undersigned is delivering a check payable to Gender Sciences, Inc. (the "Company") in the full amount of the purchase price for the Shares which the undersigned is subscribing for pursuant hereto or funds by wire transfer as instructed by the Company. 2. In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants to, and covenants with, the Company as follows: (i) The undersigned has received and reviewed with management information related to the operations of the Company, including the Company's Business Plan which includes the five month Cash Burn Analysis, ("CBA"), a copy of which is attached hereto, a projected timeline for the proposed merger between the Company and Health Direct, Inc. ("HD") and all public financial information filed by the Company with the Securities and Exchange Commission. It is agreed that during the period covered by the "CBA", the Company shall provide no later than ten (10) days after each monthly period, a statement covering the preceding monthly sales results. It is further agreed that during the period, there shall be no increase in salaries to prior levels (before 20% reduction provided for in the "CBA") or repayment of debt except for the amount shown in the "CBA" without written approval of the undersigned unless the sales figures exceed the aggregate projections by thirty percent (30%) for the five months period, in which case the salaries shall be increased to the salaries prior to the reduction provided for in the CBA for the next seven months. In the event that the sales figures do not exceed the projections by thirty percent (30%) then in such event, the salaries shall remain at the level provided for in the CBA for the next seven months. At the end of one year, the Board of Directors of the Company (excluding Arnold and Myra Gans) shall fix the salaries for the next year. However, such salaries shall not be greater than the salaries in effect prior to the reduction provided for in the CBA. (ii) The undersigned has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and all such questions, if any, have been answered to the full satisfaction of the undersigned; including conversations between the undersigned and the officers and principal shareholders of HD; (iii) The undersigned has such knowledge and expertise in financial and business matters that the undersigned is capable of evaluating the merits and risks involved in an investment in the Shares; (iv) No representations or warranties have been made to the undersigned by the Company or any agent, employee or affiliate of the Company other than as described herein and in entering into this transaction the undersigned is relying upon such information, and the results of independent investigation by the undersigned. It is further understood that there is no assurance that the proposed merger with HD will be consummated or if consummated within the timeline provided to you or on the terms contemplated herein. It is understood that if HD shall receive more than 55% of the outstanding shares and options existing after the consummation of this transaction (in this case, a Medical Nutrition, Inc. o Holistic Products Corp. o NutraPet Labs, Inc.

total of 59,717,430 shares including the 5,500,000 issued to you and other investors hereunder and an additional 1,250,000 shares to be issued to Gene Terry or his designee), you will receive additional shares such that your percentage after the consummation of the HD transaction will be equal to the percentage of the outstanding stock of the company you would have owned as if HD had received only 55% of the issued and outstanding stock and options. (v) The undersigned understands that (A) the Shares have not been registered under the Act or the securities laws of any state, based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Act; (B) the Shares are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (C) the Shares may not be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless exemptions from such registration provisions are available with respect to said resale or transfer; (D) except as otherwise set forth herein, the Company is under no obligation to register the Shares under the Act or any state securities laws, or to take action to make any exemption from any such registration provisions available; and (E) the certificates for the Shares will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof. Notwithstanding anything herein to the contrary, if the Company shall file a registration statement covering its shares (including in the case of the potential merger with HD a proxy statement on FormS-4), it agrees that it will include those Shares being purchased by the undersigned hereunder in the registration Statement and the Company shall enter into a customary registration rights agreement with the undersigned; (vi) The undersigned is acquiring the Shares solely for the account of the undersigned, for investment purposes only, and not with a view towards the resale or distribution thereof; (vii) The undersigned will not sell or otherwise transfer any of the Shares, or any interest therein, unless and until (A) said Shares shall have first been registered under the Act and all applicable state securities laws; or (B) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws; (viii) The undersigned has full power and authority to execute and deliver this Subscription Agreement and to perform the obligations of the undersigned thereunder; and such agreement is a legally binding obligation of the undersigned in accordance with its terms; (ix) The undersigned is an "accredited investor," as such term is defined in Rule 501 (a) of Regulation D promulgated under the Act; (x) The undersigned has carefully reviewed the jurisdictional notices listed below and agrees to abide by any restrictions contained therein applicable to the undersigned. JURISDICTIONAL NOTICES Residents of All States: THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 2

EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OR THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. **** 3. The undersigned understands that this subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company's execution of this Subscription Agreement where indicated. This Subscription Agreement shall be null and void if the Company does not accept it as aforesaid. 4. The undersigned agrees to indemnify the Company, or any officer or director of the Company and hold each harmless from and against any and all losses, damages, liabilities, costs and expenses which it may sustain or incur in connection with the breach by the undersigned or any representation, warranty or covenant made by the undersigned. 5. Neither this Subscription Agreement nor any of the rights of the undersigned hereunder may be transferred or assigned by the undersigned except with respect to transfers or assignments made by the undersigned to members of the undersigned's family. 6. The undersigned acknowledges that the information supplied by the Company (other than filings pursuant to the Act) is confidential and non-public and agrees that all such information shall be kept in confidence by the undersigned and neither used by the undersigned to the undersigned's personal benefit (other than in connection with this proposed sale) nor disclosed to any third party for any reason other than in compliance with applicable law. 7. It is understood that in connection with the purchase of the Shares hereunder so long as the Company continues to pay Arnold Gans his salary and benefits and conducts its business in accordance with the "CBA", Arnold Gans agrees that he will not compete with the operations of the Company by becoming an officer, employee or shareholder, (defined as owning more than 5% of the issued and outstanding stock), of any company engaged in a business that is competitive with the operations of the Company. In the event that Arnold Gans voluntarily terminates his employment with the Company or he is terminated for "cause" by the Company, then in such case, Arnold Gans agrees not to compete with the Company for a period of one year from the date of such event. In addition, Arnold Gans agrees not to disclose, divulge or make available to any third party any trade secrets or proprietary information about the Company. 8. The undersigned is attaching to this Subscription Agreement true and correct copies of the following documents, as applicable: For Trusts. A trust must attach a copy of its declaration of trust or other governing instrument, as amended, as well as all other documents that authorize the trust to invest in the Shares and execute this Subscription Agreement. Include documents demonstrating authority of the signing individual to act on behalf of the trust. All documentation must be completed and correct. For Partnerships. A partnership must attach copies of its partnership agreement, as amended, as well as all other documents that authorize the partnership to invest in the Shares and execute this Subscription Agreement. Include documents demonstrating authority of the signing individual to act on SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 3

behalf of the partnership. All documentation must be completed and correct. If the partner of the partnership purchasing the Shares which is executing the Subscription Agreement on behalf of the Partnership is a trust, corporation or another partnership, the Partnership must supply a copy of such entity's trust agreement, articles of incorporation and by-laws or partnership agreement, as applicable. For Corporations. A corporation must attach copies of its articles of incorporation and by-laws, as amended, in effect as well as all other documents that authorize the corporation to invest in the Shares and execute this Subscription Agreement, e.g., resolutions of the board of directors. Include documents demonstrating authority of the signing individual to act on behalf of the corporation. All documentation must be completed and correct. 9. This Subscription Agreement (i) may only be modified by a written instrument executed by the undersigned and the Company; (ii) sets forth the entire agreement of the undersigned and the Company with respect to the subject matter hereof; (iii) shall be governed by the laws of the State of New Jersey applicable to contracts made and to be wholly performed therein; and (iv) shall inure to the benefit of, and be binding upon the Company and the undersigned and its respective heirs, legal representatives, successors and permitted assigns. 10. Unless the context otherwise requires, all personal pronouns used in this Subscription Agreement, whether in the masculine, feminine or neuter gender, shall include all other genders. 11. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or mailed by certified or registered mail, return receipt requested, postage prepaid, as follows: if to the undersigned, to the address set forth in this Agreement; and if to the Company, to Gender Sciences, Inc. 10 West Forest Avenue, Englewood, New Jersey 07631, or to such other address as the Company or the undersigned shall have designated to the other by like notice. 12. In the event that the Company proposes to issue or sell any (i) shares of common stock of the Company for a price of less than $.02 per share, including shares of common stock issued in the proposed merger with HD, (ii) warrants, options or other rights to purchase shares of common stock of the Company at a price of less than $.02 per share or (iii) any notes, debentures or other securities convertible into or exchangeable for shares of common stock of the Company at a price of less than $.02 per share (collectively "Company Securities"), the undersigned shall receive a number of such securities so that, after giving effect to such issuance (and the conversion, exercise and exchange into or for (whether directly or indirectly) shares of common stock of the Company of all such company Securities including without limitation any shares that may be issued as a dividend, interest or similar payment), the undersigned will continue to maintain its same proportionate equity ownership in the Company on a fully diluted basis as of the date immediately prior to such issuance. In the event the Company shall issue any securities having greater rights then the rights of the investors hereunder from time to time, including voting rights, liquidation preference, dividends or other similar rights, then in such case the investors hereunder shall receive such rights. 13. It is agreed that in addition to the transactions contemplated hereby, the Company represents that Gene Terry (or his designee) will purchase $25,000 of common stock under the same terms and conditions. 14. Neither Arnold Gans nor Larry Burstein shall, in any one transaction or any series of similar transactions, directly or indirectly, sell any shares of common stock of the Company held by him unless the terms and conditions of such sale or other disposition to any third-party shall include an offer by such third-party to the undersigned to include, at the option of the undersigned, in the sale or disposition to such third-party a pro rata number of shares of common stock of the Company beneficially owned by the undersigned. SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 4

15. As of the date hereof, prior to the sales contemplated herein, the Capitalization of the Company consists of 29, 359, 680 shares of common stock issued and outstanding and 23,607,750 options to purchase shares of common stock. It is agreed that the Company will not grant any additional options to Arnold Gans, Myra Gans, Gene Terry or Larry Burstein or any of their affiliates without the prior approval of the undersigned. Further it is agreed that no outstanding options will be repriced or extended without the prior approval of the undersigned. A copy of the original option schedule is annexed hereto as Exhibit A. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this twelth day of April 2002. SIGNATURE PAGE
Organization Signature: Grand Slam, LLC --------------------------------------Print Name of Subscriber Organization By: /s/ Andrew Horowitz ----------------------------------(Signature and Title) Andrew Horowitz, Managing Member --------------------------------------Print Name and Title of Person Signing Individual Signature(s):

--------------------------------

-------------------------------Signature(s) Eugene Terry -------------------------------Print Name of Subscriber

-------------------------------Print Name of Subscriber

**Number of Shares Subscribed for: 1,250,000 @ $0.02 SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 5

(All Subscribers should please print information below exactly as you wish it to appear in the records of the Company)
Grand Slam, LLC -----------------------------------------Name and capacity in which subscription is Made-see below for particular requirements Address: -----------------------------------------Number and Street

------------------------------------Social Security Number of Individual or other Tax-payer I.D. Number Address for notice if different: ------------------------------------Number and Street

-----------------------------------------City State Zip Code

------------------------------------City State Zip Code

Please check the appropriate box to indicate form of ownership (if applicable): [ ] TENANTS-IN-COMMON [ ] JOINT TENANTS WITH (Both Parties must sign above) RIGHT OF SURVIVORSHIP

(Both Parties must sign above) ACCEPTANCE OF SUBSCRIPTION GENDER SCIENCES, INC. The foregoing subscription is hereby accepted by Gender Sciences, Inc. this 12th day of April 2002, for 2,500,000 Shares. GENDER SCIENCES, INC.
By: /s/ ARNOLD GANS ------------------------------------Name: Arnold Gans Title: President By: /s/ ARNOLD GANS ------------------------------------Arnold Gans as to paragraph 7 & 14

By: /s/ LAWRENCE BURSTEIN ------------------------------------Lawrence Burstein as to paragraph 14

SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 6

COMMON STOCK AND OPTION COUNT FOR GSI March 21, 2003
TOTAL SHARES ISSUED & OUTSTANDING OPTIONS AVAILABLE FOR EXERCISE TOTAL BEFORE INTERIM FINANCING TOTAL SHARES ISSUED AFTER INTERIM FINANCING TOTAL SHARES AFTER INTERIM FINANCING 29,359,680 23,607,750 52,967,430 6,750,000 59,717,430

THIS COMMON STOCK AND OPTION COUNT IS BEFORE THE PROPOSED MERGER WITH HEALTH DIRECT. SUBSCRIPTION AGREEMENT FOR PURCHASE OF SHARES - 7

EXHIBIT 10.9 THIS AGREEMENT made the 4th day of October, 1984, by and between VAN BRUNT ASSOCIATES, a Limited Partnership of New Jersey, having an office c/o Herbert Punia, P.O. Box 158, Somerset, New Jersey 08873, hereinafter called the "Landlord"; and MEDICAL NUTRITION, INC., a corporation of New Jersey having an office at 261 North Avenue, Bogota, New Jersey 07603, hereinafter called the "Tenant". WITNESSETH: WHEREAS, the Landlord owns certain lands, building and premises in the City of Englewood, County of Bergen and State of New Jersey, which said lands, building and premises are more particularly described on Schedule "A" annexed hereto and made a part hereof; and WHEREAS, the Landlord intends to lease to the Tenant 7,500 square feet of space within the building referred to above, which space is more particularly described as outlined in red on the sketch annexed hereto as Schedule "B", and referred to as Unit #1; and WHEREAS, said space shall be delivered by Landlord to Tenant in broom-clean condition and with those maintenance and/or repair items listed on Schedule ___ but in all other respects in its "as is" condition, without any representations or warranties on the part of the Landlord with respect to the quantity or quality of the space being delivered; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that subject to approval by the Landlord's mortgagee of Tenant and the reliability of Tenant's credit, (which approval shall be obtained or denied within 30 days following submission by Tenant of its Financial Statements, and other background material reasonably requested by Landlord's mortgagee) for the rents reserved, the mutual considerations herein and the parties mutually intending to be legally bound hereby, the Landlord does demise, lease and let unto the Tenant and the Tenant

does rent and take from the Landlord the Leased Premises as described in Paragraph #1, and the Landlord and Tenant do hereby mutually covenant and agree as follows: 1. LEASED PREMISES 1.1 The leased premises shall consist of that portion of the building containing 7,500 square feet outside dimensions, located on the lands described on Schedule "A", together with all improvements constructed thereon by the Landlord for the use of the Tenant and any and all fixtures and equipment which have been installed in said building by the Landlord for the use of the Tenant in its occupancy of the leased premises, and together in common with other tenants of Landlord with all easements, appurtenances, hereditaments, fixtures and rights and privileges appurtenant thereto. 1.2 The Tenant shall have the further right in common with other tenants and occupants of the building to use access driveways to public streets and to park in the parking area more particularly described on Schedule "B". 1.3 The Landlord and Tenant mutually agree for themselves, their heirs, successors and assigns, that they will not permit or cause the access driveways in, over and through the parking areas and to the public streets to be blocked or otherwise hindered, so as to restrict or deny the free flow of vehicular traffic in, through and over said access driveways and parking area. 2. TERM OF LEASE The Landlord leases unto the said Tenant and the Tenant hires the aforementioned premises for the term of ten (10) years to commence on or about November 1, 1984 and to end on October 31, 1994. 2

2.1 On or before November 1, 1984 the Landlord shall have obtained possession of the premises from the tenant formerly occupying same and shall have substantially performed the work set forth on Schedule "C" and shall have received a final or temporary Certificate of Occupancy issued by the authorized issuing officer of the governmental instrumentality having jurisdiction thereof. In the event it is necessary as a condition of obtaining a Certificate of Occupancy that Landlord perform certain work required by the Tenant's special use of the Premises said work shall be paid for in advance by the Tenant. 2.2 Subject to the terms and conditions of this Lease, in the event the premises are delivered to the Tenant in the manner provided for in subsection 2.1 above, prior to or after November 1, 1984, the lease term of years shall commence on the first day of the next succeeding month following delivery of possession to the Tenant (hereinafter called the "Commencement Date"), and shall continue for a term of ten (10) years thereafter. Tenant shall, however, pay Landlord a sum equal to the pro rata share of one (1) month's rent for that portion of the month prior to the Commencement Date. During said period of partial monthly occupancy, if any, all other terms and conditions of this lease shall be applicable to the occupancy of the leased premises by the Tenant. 2.3 Notwithstanding the foregoing, in the event the Landlord has not delivered the premises to Tenant free of the occupancy of any prior tenant by February 1, 1985, Tenant may terminate this Lease Agreement and obtain a return of any monies paid in connection therewith. Landlord agrees to use its best efforts to cause the vacation of the premises by the current tenant prior to November 1, 1984 so as to deliver the premises to Tenant free and clear of possessory rights of said tenant and others (subject to the rights of Landlord's mortgagees). 3

3. RENT (a) During the first five years of the term, Tenant covenants and agrees to pay the annual rent of Sixty Thousand Dollars ($60,000) in equal monthly installments of Five Thousand Dollars ($5,000), which monthly payments shall be made promptly in advance on the first day of each and every month during the term of the lease without demand and without offset or deduction, together with such additional rent and other charges required to be paid by Tenant as are hereinafter set forth. Notwithstanding the foregoing, the rent for the first month of the term, together with the security deposit required under paragraph 45 hereof, shall be paid upon execution of this lease. (b) During the sixth through the tenth year of the term, the annual rent shall be adjusted upward by an amount equal to the percentage increase, if any, in the Consumer Price Index ("CPS") between the following dates: the CPI for the month three months prior to the Commencement Date and the CPI for the fifty-seventh (57th) month of the term. For the purpose of this paragraph the CPI shall be the Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York, New York Northeastern New Jersey areas published by the United States Department of Labor, or if said index is not in existence at the time such other equivalent index which is in existence at that time. (c) In the event Tenant is delinquent more than five (5) business days in the payment of any rent due hereunder or any additional rent which Tenant is required to pay under any other term of this lease, it shall pay to Landlord a late charge equal to ten cents (10(cent)) for each dollar of rent or additional rent which is delinquent. 4

4. CONTINGENCIES This lease is expressly subject to the delivery to Landlord of the premises by the prior tenant, HAMAI, U.S.A., INC. free and clear of any claims, liens and encumbrances with respect to the premises, on or before November 1, 1984. 5. USE The Tenant covenants and agrees to use and occupy the leased premises for officers, warehouse and to the extent permitted by law for light manufacturing purposes; which use by Tenant, however, is and shall be expressly subject to all applicable zoning ordinances, rules and regulations of any governmental instrumentalities, boards or bureaus having jurisdiction thereof. Under no circumstances shall the Tenant use the premises so as to exceed the floor load capacity, create a nuisance, affect the sprinkler system requirements or in any other way impose a cost upon the Landlord or any other tenant of the building of which the leased premises are a part. 6. CONSTRUCTION Omit 7. REPAIRS AND MAINTENANCE 7.1 Tenant shall, except as hereinafter set forth, take good care of the leased premises and, at its cost and expense, keep and maintain in good repair the interior of the leased premises including, but not limited to, all interior electrical, plumbing and mechanical systems, and shall at the end of the expiration of the term deliver up the leased premises in good order and condition. Tenant covenants and agrees that it shall not cause or permit any waste, damage or disfigurement to the leased premises, or any overloading of the floors of the buildings constituting part of the leased premises. 5

7.2 Tenant shall also pay its pro rata share (6.8182%)* of the cost of maintaining all exterior areas of the leased premises, buildings and common areas, including the roofs, exterior electric, plumbing and mechanicals systems exterior walls, foundations and steel structure of the building of which the leased premises are a part, which the Landlord shall maintain provided, however, that Tenant shall be solely responsible for damage to any of the aforesaid areas occasioned by the fault or negligence of Tenant, its employees, agents, licensees or invitees.** 7.3 Tenant, upon delivery to it of written demand from the Landlord itemizing the expenses incurred by Landlord, shall pay Tenant's pro rata cost and expense (6.8182%) to: (i) maintain and repair the lawns, shrubbery, underground sprinkler systems, sidewalks, curbs, access driveways and parking areas; (ii) keep the parking area, access driveways and sidewalks free and clear of snow and ice and other debris: (iii) provide exterior lighting including utility service and bulbs in connection therewith, and repair and maintain all lights and lighting serving the parking area, access driveways and other common exterior areas; (iv) perform maintenance and repairs (including garbage removal and janitorial service) to the common areas of the building of which the leased premises are a part; (v) perform maintenance and repair to those systems (i.e. HVAC, plumbing, heating, sewer, etc.) which impact other tenants in the building in addition to Tenant; and (iv) to provide water, sewer, and standing sprinkler capacity not separately metered and billed to Tenant. Said payments shall be deemed additional rent and Tenant's failure to pay same shall subject it to the remedies available to Landlord under Paragraphs 18 and 19 hereof. * Said fraction has been determined by dividing Tenant's space (7,500 square feet) into the total space of the total space in the Project (110,000 square feet). ** With respect to charges payable by Tenant pursuant to Sections 7.2 and 7.3, Tenant shall have the right, for a period of 45 days following receipt of billing from Landlord, to examine the books and records of the Landlord relating to said billing and expenses. 6

8. UTILITIES 8.1 The Landlord shall, at its cost and expense, pay for the installation of all basic utilities and utility services to the building of which the leased premises are a part. 8.2 The Tenant shall, at its own cost and expense, pay utility meter and service charges, for gas, electric, and any other utility which is separately metered and billed to Tenant for the leased premises. 9. TAXES 9.1 The Tenant, in addition to the rent reserved, shall, during the term of the lease, promptly pay to Landlord together with rent, on the first day of each month of the term 1/12th of Tenant's pro rata share (6.8182%) of all real estate and personal property taxes assessed against the land and building of which the leased premises are a part for land, building and improvements, by the applicable governmental taxing authority, said obligation to be pro rated as of the Commencement Date and as of the date of expiration hereunder as applicable. In addition to the obligation to pay real estate taxes as hereinabove set forth, the Tenant shall, during the term of this lease, pay to Landlord, Tenant's pro rata share of any levy for the installation of local improvements affecting the real estate of which the leased premises are a part as may be assessed by any governmental boards or bureaus having jurisdiction thereof. Any assessment or impositions for capital or public improvements which may be payable by law at the option of the taxpayer in installments, may be so paid by the Tenant in installments, together with any required interest. The aforesaid payment of taxes and assessments by Tenant shall be deemed additional rent and Tenant's failure to pay same shall subject it to the remedies available to Landlord in Paragraphs 18 and 19 hereof. 7

9.2 OMIT 9.3 In the event that tenants occupying more than 50% of the building of which the leased premises are a part wish to contest any assessment or levy of taxes on the premises herein demised, the Landlord covenants and agrees that it will contest or litigate said assessment, provided, however, that said litigation or contest shall be at the cost and expense of all the tenants, including Tenant, who shall each pay their respective pro rata share of such cost and expense. Any net resultant reduction or rebate of taxes shall belong to all tenants who will share same on a pro rata basis. In the event that Landlord obtains a reduction in taxes, Landlord shall pass on to tenant its pro-rata share of the net reduction, after reimbursing itself for all costs and expenses in connection with its tax appeal. 9.4 If, at any time during the term of this lease, the method or scope of taxation prevailing at the commencement of the lease term shall be altered, modified or enlarged so as to cause the method of taxation to be changed, in whole or in part, so that in substitution for the real estate taxes now assessed there may be, in whole or in part, a capital levy or other imposition based on the value of the premises, or the rents received therefrom, or some other form of assessment based in whole or in part on some other valuation of the Landlord's real property comprising the demised premises, then and in such event, such substituted tax or imposition shall be payable and discharged by the Tenant in the manner required pursuant to such law promulgated which shall authorize such change in the scope of taxation, and as required by the terms and conditions of the within lease. 8

9.5 Nothing in this lease contained shall require the Tenant to pay any franchise, estate, inheritance succession, capital levy or transfer tax of the Landlord, or Federal Income Tax, State Income Tax, or excess profits or revenue tax, unless such taxes are in substitution for real property taxes as a result of such change in the manner and scope of taxation. 9.6 In the event taxes are increased as a result of any improvement made by or on account of Tenant (i.e. additional office space disproportionate to that of other tenants), Tenant shall pay to Landlord, as additional rent the amount of said increase in taxes attributable to said improvement made by or on account of Tenant. 9.7 Any dispute concerning the interpretation of this Article 9 shall be submitted to binding arbitration by the American Arbitration Association with the arbitration to assess the administrative costs involved. 10. INSURANCE 10.1 The Tenant will pay to the Landlord, upon written demand therefor, Tenant's pro rata share (6.8182%) of the premium cost for fire insurance with full extended coverage insuring the building and improvements of which the leased premises are a part in an amount and value equivalent to the full replacement value of said building and all the insurable improvements therein, without any deductible clause, which policy of insurance shall include broad form boiler and machinery coverage (inclusive of air conditioning system, if any), glass insurance, if available, together with insurance coverage against sprinkler damage to the building and its improvements and which will also include a rider for rent insurance, payable to and insuring the interest of the Landlord as to the value of the rental obligation hereunder to the extent of one 9

(1) year's gross rental value (inclusive of real estate taxes, maintenance items described in paragraph 7.2 and applicable insurance premiums). Said fire and extended coverage insurance, in any event, shall not be less than the amount of any first bona fide mortgage which may be placed on the leased premises by the Landlord and shall be in such form as any such bona fide mortgagee may reasonably require. The insurance shall be contracted with insurance companies authorized and licensed to do business in the State of New Jersey. From time to time, but not more often than every three (3) years, full replacement value shall be determined, whenever reasonably requested by the Landlord, by an independent appraiser chosen by the Landlord, who may be a representative of the fire insurance carrier then writing fire insurance on the leased premises, the cost of which appraisal will be borne by the tenants in accordance with their respective pro rata shares of the building. 10.2 The Tenant covenants and agrees that it will, at its sole cost and expense, carry liability insurance covering the leased premises in the minimum amount of Two Million Dollars ($2,000,000) single limit per accident for personal injury and a minimum amount of Five Hundred Thousand Dollars ($500,000) for property damage, and the Tenant further covenants and agrees that it will add as a party insured by such policy the interest of the Landlord and will furnish the Landlord with a certificate of said liability insurance. 10.3 It is expressly understood and agreed that all policies of insurance shall contain a clause that the same shall not be cancelled except on ten (10) days' written notice to any and all parties in interest. 10.4 The parties hereto mutually covenant and agree that each party, in connection with insurance policies required to be furnished in accordance with the terms and conditions of this lease, or in connection with 10

insurance policies which they obtain insuring such insurable interest as Landlord or tenant may have in its own properties, whether personal or real, shall expressly waive any right of subrogation on the part of the insurer against the Landlord or Tenant as the same may be applicable, which right to the extent not prohibited or violative of any such policy is hereby expressly waived, and Landlord and Tenant each mutually waive all right of recovery against each other, their agents, or employees for any loss, damage or injury of any nature whatsoever to property or person for which either party is required by this lease to carry insurance. 10.5 In the event the insurance carrier of the insurance provided by Tenant shall be objectionable to any bona fide mortgagee of the leased premises, Landlord shall permit Tenant to negotiate directly with any such mortgagee. Should Tenant be unable to convince such mortgagee to accept Tenant's insurance carrier, Tenant shall provide the required insurance with a carrier or carriers reasonably acceptable to such mortgagee. Neither Landlord nor its mortgagee shall, without cause, unreasonably withhold its consent to any proposed carrier. 10.6 In the event that any use to which Tenant puts the leased premises, whether or not said use is specifically permitted hereunder, causes an increase in the insurance premiums being charged the Landlord, Tenant agrees upon demand by Landlord to pay to Landlord the additional amount of said insurance premium, which shall be deemed additional rental. Landlord shall not, however, in connection with this provision increase the amount of insurance coverage. Tenant shall have no obligation to pay its pro-rata share of any insurance premium increase resulting from the special use or occupancy of another tenant in the premises. 11

11. SIGNS Tenant shall have the right and privilege of erecting at the leased premises only such signs as are required by the Tenant for the purpose of identifying the Tenant, provided that Tenant obtains prior written approval of Landlord as to location, size, material and design of such signs, which signs shall be consistent aesthetically with the proposed signs to be erected on or adjacent to the building of which the leased premises are a part. The said signs shall comply with the applicable governmental boards and bureaus having jurisdiction thereof. The erection of such signs shall not cause any structural damage to the building or its improvements, and in any event Tenant shall be responsible at its cost and expense for the repair of any such damage caused by sign installation as hereinabove referred to. It is expressly understood and agreed that the Tenant shall not erect roof signs. 12. FIXTURES 12.1 The Tenant is given the right and privilege of installing and removing property, equipment and fixtures in the leased premises during the term of the lease. However, if the Tenant is in default and moves out, or is dispossessed, and fails to remove any property, equipment and fixtures or other property within forty-five (45) days after such default, dispossess or removal, then and in that event, the said property, equipment and fixtures or other property shall be deemed at the option of the Landlord to be abandoned; or in lieu thereof, at the Landlord's option, the Landlord may remove such property and charge the reasonable cost and expense of removal and storage to the Tenant. 12.2 Anything to the contrary contained herein notwithstanding, it is expressly understood and agreed that the Tenant may install, connect and operate equipment as may be deemed necessary by the Tenant for its business, subject to compliance with applicable rules and regulations of governmental boards and bureaus having jurisdiction thereof. Subject to the 12

terms and conditions of this lease, the machinery, fixtures and equipment belonging to the Tenant shall at all times be considered and intended to be personal property of the Tenant, and not part of the realty, and subject to removal by the Tenant, provided at the time of such removal, that the Tenant is not in default pursuant to the terms and conditions of this lease, and that the Tenant, at its own cost and expense, pays for any damage to the leased premises caused by such removal. 13. GLASS The Tenant expressly covenants and agrees to replace any broken glass in the windows or other apertures of the leased premises which may become damaged or destroyed at its cost and expense. If Landlord cannot obtain plate glass insurance coverage pursuant to Paragraph 10.1 hereof, the Tenant covenants and agrees that it will either carry plate glass insurance at its cost and expense, of sufficient coverage to replace the plate glass in the leased premises, or, in lieu thereof, Tenant will self-insure and will, at its own cost and expense, replace the said plate glass hereinabove referred to; if Tenant obtains insurance coverage, it shall furnish to Landlord a certificate of insurance evidencing such coverage together with such renewals thereof, as shall be required during the term of the lease. 14. ASSIGNMENT AND SUBLETTING 14.1 The Tenant may not assign this lease or sublease all or any part of the leased premises without first advising the Landlord in writing of its intention to assign or sublease the premises as aforementioned, which notice shall be in writing, by certified mail, return receipt requested, and shall contain detailed information concerning: the names of the proposed assignee or sub-tenant (and if a corporation, the names and percentage ownership of all stockholders); a Financial Statement of said proposed assignee or sub-tenant; a detailed description of the nature of the business of the proposed assignee or sub-tenant; and a detailed description of all terms and conditions 13

of the proposed assignment or subletting. Landlord shall then have forty-five (45) days within which to elect to recapture the premises and terminate the lease and to release Tenant from its obligations hereunder. If Landlord shall elect to terminate the lease, Landlord shall advise Tenant of its election in writing, by certified mail, return receipt requested, prior to the expiration of forty-five (45) days from the date of receipt of Tenant's notice. If Landlord shall elect to terminate the lease, the lease shall terminate on the last day of the forty-fifth day succeeding such notice of termination. In such event, rent and all other charges due shall be paid by Tenant to Landlord effective up to and including the date of termination. Tenant agrees that it will surrender possession and deliver the premises to the Landlord on the date of termination hereinabove provided. 14.2 In the event Landlord does not elect to recapture the premises and terminate the lease as hereinabove provided, then in that event the Tenant may assign this lease, sublease all or any portion or part of the leased premises, provided (a) the Tenant gives the Landlord notice of any such assignment and any assignees (but not sublessees) undertake in writing to assume the terms and conditions of this lease; (b) provided that with respect to any said assignment Landlord shall receive 50% of the consideration, if any, to be paid to Tenant by the assignee in connection with the assignment; and with respect to any subletting; Landlord shall receive 50% of any rent to be paid to Tenant by its sub-tenant in excess of the rent due from Tenant to Landlord; and (c) providing in any event that the Tenant shall remain directly and primarily liable for the performance of the terms and conditions of this lease. Landlord reserves the right, at all times, to require and demand that the primary Tenant hereunder pay and perform the terms and conditions of this lease. No such assignment or subletting shall be made to any tenant who shall occupy the premises for any use which would create a greater likelihood of damage, wear or 14

tear to the building or leased premises than that of Tenant's use; which would adversely affect the character of the building; which would in any way violate the applicable ordinances, rules and regulations of applicable governmental boards and bureaus having jurisdiction thereof, or of the carrier of the fire insurance or other insurance to be provided under this lease; or which would increase the cost of insurance to the leased premises, building or contents of other tenants. 14.3 In the event Tenant or its assignee shall undertake any further and subsequent assignment or assignments, Tenant's right to assign shall be subject to the same required prior consent of Landlord in accordance with the same terms and conditions as provided in Article 14.1 above. 14.4 Notwithstanding the foregoing, Tenant may, without being subject to the recapture and consent provisions set forth above, assign the lease or sublet the Premises to a subsidiary, parent, or affiliate of Tenant, provided (a) Tenant gives Landlord forty-five (45) days prior written notice of any such assignment or subletting; and (b) provided further that the use of the Premises will not create a greater risk of wear and tear than Tenant's use or will not, for any other reason, be reasonably objectionable to the Landlord. 15. FIRE AND CASUALTY 15.1 In case of any damage to or destruction of any of the building or leased premises by fire or other insured casualty occurring during the term of this lease, (or previous thereto), which shall render the leased premises wholly untenantable or unfit for occupancy, or which damage shall be tantamount to total destruction or which damage cannot be repaired within one hundred twenty (120) days following the insurance adjustment covering such 15

casualty provided, however, that Landlord shall be obliged to make its insurance adjustment within sixty (60) days of the date of casualty, then, and in any such event, the term hereby created shall, at the option of either party upon written notice to the other by certified mail, return receipt requested, cease and become null and void from the date of such destruction or damage. In such event the Tenant shall immediately surrender the leased premises and the Tenant's interest in said lease, to the Landlord, and the Tenant shall only pay rent to the time of such destruction or damage in which event, the Landlord may re-enter and re-possess the leased premises thus discharged from this lease and may remove all parties therefrom. However, in the event of total destruction as hereinbefore defined, if neither party shall elect to cancel this lease the Landlord shall, subject to the prior rights of the mortgagee, thereupon repair and restore the leased premises with reasonable speed and dispatch, and the rent shall not be accrued after said damage or while the repairs and restorations are being made, but shall recommence immediately after said premises are restored. Anything in this Article 15 to the contrary notwithstanding, it is expressly understood and agreed that the Landlord shall be obligated to restore the leased premises only to the extent of such cost as will be equivalent to the proceeds received by Landlord pursuant to the fire insurance coverage as in Article 10 provided. 15.2 In the event of any other insured casualty which shall not be tantamount to total destruction and which shall be repairable within one hundred twenty (120) days from the insurance adjustment covering such casualty the Landlord shall repair and restore the leased premises with reasonable speed and dispatch, and the rent shall abate and be equitably apportioned as the case may be as to any portion of the leased premises which shall be unfit for occupancy by the Tenant, or which cannot be used by the Tenant so as to conduct its business. The rent, however, shall begin to accrue and recommence immediately upon restoration of the leased premises. 16

15.3 Nothing hereinabove contained with respect to the Tenant's right to abate rent under proper conditions shall be construed to limit or affect the Landlord's right to payment under any claim for damages covered by the rent insurance policy the premiums for which Tenant is to pay its pro rata share pursuant to paragraph 10 of this lease. 15.4 For the purposes of this paragraph 15, in determining what constitutes reasonable speed and dispatch, consideration shall be given for delays which would be excuses for non-performance as in paragraph 28 hereinafter provided (Force Majeure). 15.5 In the event of such fire or casualty as above provided wherein the Landlord shall rebuild, upon a written request by Landlord, the Tenant agrees, at its cost and expense, to forthwith remove any and all of its equipment, fixtures, stock and personal property as the same may be required to permit Landlord to expedite rebuilding and/or repair. In any event, the Tenant shall assume at its sole risk the responsibility for damage or security with respect to such fixtures and equipment in the event the building area where the same may be located has been damaged, until the building shall be restored and made secure. 15.6 Anything in this paragraph 15 to the contrary notwithstanding, it is expressly understood and agreed that wherever reconstruction shall be undertaken, in the event of damage or casualty as in this paragraph 15 provided, the Landlord shall prosecute such reconstruction with reasonable speed and dispatch. In the event, however, such reconstruction or repair shall not be completed within 4 months from the date following insurance adjustment of such casualty (such time period of 4 months shall be extended for such reasonable period of time as is required by reasons of Force 17

Majeure or if occasioned by default on the part of the Tenant) then in that event, the Tenant shall have the option at the expiration of the 4-month period (as the same may be extended as hereinabove provided) to terminate the lease. In the event of such termination, neither party shall thereafter have any further liability one to the other in accordance with the terms and conditions of the lease except that the security deposit held by the Landlord shall then be returned to the Tenant forthwith. The Landlord during such period of reconstruction shall give the Tenant reasonable notice at least thirty (30) days in advance of the date on which the building shall be ready for reoccupancy. 16. COMPLIANCE WITH LAWS, RULES AND REGULATIONS 16.1 The Landlord represents that at the time of the commencement of the basic term of this lease, there will be full compliance with all statutes, rules, ordinances, order, regulations and requirements of the Federal, State and City Government, and any and all of their departments and bureaus applicable to the construction of said premises and building, and also to all rules, orders and regulations of the Board of Fire Underwriters, or its local equivalent. 16.2 (i) The Tenant covenants and agrees that upon acceptance and occupancy of the Leased Premises, it will, during the lease term, promptly, at Tenant's cost and expense, execute and comply with all statutes, ordinances, rules, orders, regulations and requirements of the Federal, State and City Government and of any and all their departments and bureaus, applicable to the Leased Premises, as the same may require correction, prevention and abatement of nuisances, violations or other grievances, in, upon or connected with the Leased Premises, and arising from the operations of the Tenant therein. 18

(ii) The Tenant covenants and agrees, at its own cost and expense to comply with such regulations or requests as may be required by the fire or liability insurance carriers providing insurance for the Leased Premises, and will further comply with such other requirements that may be promulgated by the Board of Fire Underwriters, in connection with the use and occupancy by the Tenant of the Leased Premises in the conduct of its business. (iii) The Tenant covenants and agrees that it will not commit any nuisance, nor permit the emission of any objectionable sound, noise or odors which would be violative of any applicable governmental rule or regulation or would per se create a nuisance. The Tenant further covenants and agrees that it will handle and dispose of all rubbish, garbage and waste in connection with the Tenant's operations in the Leased Premises in accordance with reasonable regulations established by the Landlord from time to time in order to keep the Leased Premises in an orderly condition and in order to avoid unreasonable emission of dirt, fumes, odors or debris which may constitute a nuisance or induce pests or vermin. 16.3 That in case the Tenant shall fail or neglect to comply with the aforesaid statutes, ordinances, rules, orders, regulations and requirements or any of them, or in case the Tenant shall neglect or fail to make any necessary repairs, required of Tenant pursuant to Article 7 hereof, then the Landlord or the Landlord's agents may after thirty (30) days written notice, (except for emergency repairs, which may be made immediately) enter the Leased Premises and make said repairs and comply with any and all of the said statutes, ordinances, rules, orders, regulations or requirements, at the cost and expense of the Tenant and in case of the Tenant's failure to pay therefor, the said cost and expense shall be added to the next month's rent and be due and payable as such. 19

This provision is in addition to the right of the Landlord to terminate this lease by reason of any default on the part of the Tenant, subject to the rights of the Tenant as hereinabove mentioned in the manner as in this lease otherwise provided. 17. INSPECTION BY LANDLORD The Tenant agrees that the said Landlord's agents and other representatives shall have the right to enter into and upon the Leased Premises, or any part thereof, at all reasonable hours for the purpose of examining the same upon reasonable advance notice of not less than 24 hours (except in the event of emergency), or making such repairs or alterations therein as may be necessary for the safety and preservation thereof, without unduly or unreasonably disturbing the operations of the Tenant (except in the event of emergency). 18. DEFAULT BY TENANT 18.1 Each of the following shall be deemed a default by Tenant and a breach of this lease: (1) (i) filing of a petition by the then Tenant in possession for adjudication as a bankrupt, or for reorganization, or for an arrangement under any federal or state statute, except in a Chapter X or Chapter XI Bankruptcy where the rent and additional rent stipulated herein is being paid and the terms of the lease are being complied with; (ii) dissolution or liquidation of the then Tenant in possession; (iii) appointment of a permanent receiver or a permanent trustee of all or substantially all the property of the then Tenant in possession, if such appointment shall not be vacated within 120 days; 20

(iv) taking possession of the property of the then Tenant in possession by a governmental officer or agency pursuant to statutory authority for dissolution, rehabilitation, reorganization or liquidation of the then Tenant in possession if such taking of possession shall not be vacated within 120 days; (v) making by the then Tenant in possession of an assignment for the benefit of creditors. If any event mentioned in this subdivision (1) shall occur, Landlord may thereupon, or at any time thereafter, elect to cancel this lease by ten (10) days' written notice to the then Tenant possession, and this lease shall terminate on the day in such notice specified with the same force and effect as if that date were the date herein fixed for the expiration of the term of the lease. (2) (i) Default in the payment of the rent or additional rent herein reserved or any part thereof for a period of fifteen (15) days after the same is due and payable as in this lease required, provided, however, that Tenant is given ten (10) days' written notice with right to cure during said ten (10) day period; (ii) A default in the performance of any other covenant or condition of this lease on the part of the Tenant to be performed for a period of thirty (30) days after written notice. For purposes of this subdivision (2)(ii) hereof, no default on the part of Tenant in performance of work required to be performed or acts to be done or conditions to be modified shall be deemed to exist if steps shall have been commenced by Tenant diligently after notice to rectify the same and shall be prosecuted to completion with reasonable diligence, subject, however, to unavoidable delays. 21

18.2 In case of any such default under subparagraph 18.1(2) and at any time thereafter following the expiration of the respective grace periods above mentioned, the Landlord may serve a notice upon the Tenant electing to terminate this lease, and this lease shall then expire on the date so specified as if that date had been originally fixed as the expiration date of the term herein granted. 18.3 In case this lease shall be terminated as hereinbefore provided, or by summary proceedings or otherwise, the Landlord or its agents may, immediately or any time thereafter, re-enter and resume possession of the Leased Premises or such part thereof, and remove all persons and property therefrom, either by summary proceedings or by a suitable action or proceeding at law, without being liable for any damages therefor. No re-entry by the Landlord shall be deemed an acceptance of a surrender of this lease. 18.4 In case this lease shall be terminated as hereinafter provided, or by summary proceedings or otherwise, Landlord may, in its own name and in its own behalf, relet the whole or any portion of the Leased Premises, for any period equal to or greater or less than the remainder of the then current term, for any sum which it may deem reasonable, to any tenant which it may deem suitable and satisfactory, and for any use and purpose which it may deem appropriate, and in connection with any such lease Landlord may make such changes in the character of the improvements on the Leased Premises as Landlord may determine to be appropriate or helpful in effecting such lease and may grant concessions or free rent. However, in no event shall Landlord be under any obligation to relet the Leased Premises. Landlord shall not in any event be required to pay Tenant any surplus of any sums received by Landlord on a reletting of the Leased Premises in excess of the rent reserved in this lease. 22

18.5 (1) In case this lease be terminated by summary proceedings, or otherwise, as provided in this Article 18, and whether or not the Leased Premises be re-let, Landlord shall be entitled to recover from the Tenant, the following: (i) a sum equal to all expenses, if any, including reasonable counsel fees, incurred by Landlord in recovering possession of the demised premises, and all reasonable costs and charges for the care of said premises while vacant, which damages shall be due and payable by Tenant to Landlord at such time or times as such expenses shall have been incurred by Landlord; and (ii) A sum equal to all damages set forth in this paragraph 18 and in paragraph 19 hereinafter referred to. (2) Without any previous notice or demand, separate actions may be maintained by Landlord against Tenant from time to time to recover any damages which, at the commencement of any such action, have then or theretofore become due and payable to the Landlord under this paragraph 18 and subsections hereof without waiting until the end of the then current term. (3) All sums which Tenant has agreed to pay by way of taxes, sewer charges, water rents or water meter charges, insurance premiums, maintenance items described in paragraph 7.2 hereof and other similar items becoming due from time to time under the terms of this lease, shall be deemed additional rent reserved in this lease within the meaning of this paragraph 18 and subsections hereof. 23

19. LIABILITY OF TENANT FOR DEFICIENCY In the event that the relation of the Landlord and Tenant may cease or terminate by reason of the default by the Tenant and the re-entry of the Landlord as permitted by the terms and conditions contained in this lease or by the ejectment of the Tenant by summary proceedings or other judicial proceedings or after the abandonment of the leased premises by the Tenant, it is hereby agreed that the tenant shall remain liable to pay in monthly payments the rent which shall accrue subsequent to the re-entry by the Landlord, and the Tenant expressly agrees to pay as damages for the breach of the covenants herein contained the difference between the rent reserved and the rent collected and received, if any, by the Landlord, during the remainder of the unexpired term, as the amount of such difference or deficiency shall from time to time be ascertained. Anything herein contained to the contrary notwithstanding, the rent referred to shall include the stated reserved rent together with all additional rent and charges required to be paid by the Tenant under the lease including but not limited to Tenant's pro rata share of taxes, maintenance items described in paragraph 7.2 hereof, insurance costs, the costs of redecorating and rerenting, and legal and accounting fees incurred by Landlord in connection with claims against Tenant or the rerenting of the premises. 20. NOTICES All notices required or permitted to be given to the Landlord shall be given by certified mail, return receipt requested, at the address hereinbefore set forth on the first page of this lease, and/or such other place as the Landlord may designate in writing, with copies to Harris R. Silva, Esq., 101 Eisenhower Parkway, Roseland, New Jersey 07068. All notices required or permitted to be given to the Tenant shall be given by certified mail, return receipt requested, at the Premises hereinbefore set forth on the first page of this lease and/or such other place as the Tenant shall designate in writing. 24

21. NON-WAIVER BY LANDLORD The failure of the Landlord to insist upon strict performance of any of the covenants or conditions of this lease, or to exercise any option of the Landlord herein conferred in any one or more instances, shall not be construed as a waiver by the Landlord of any of its rights or remedies in this lease, and shall not be construed as a waiver, relinquishment or failure of any such covenants, conditions, or options, but the same shall be and remain in full force and effect. 22. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS 22.1 The Tenant may make alterations, additions or improvements to the leased premises without the consent of the Landlord only if such alterations, additions or improvements do not require structural changes in the leased premises, or do not lessen the value of the leased premises, and provided further that prior to the termination of the lease term, if requested by Landlord, Tenant at its sole cost and expense will remove any alterations, additions or improvements required to be removed by Landlord. Tenant shall advise Landlord prior to making any alterations, additions or improvements and deliver to Landlord plans and specifications setting forth in detail the work to be done. In the event any alterations, additions or improvements to be made require structural changes, the same shall only be made upon the Tenant obtaining the prior written consent of the Landlord. All such alterations, additions or improvements shall be only in conformity with applicable governmental and insurance company requirements and regulations applicable to the leased premises and shall not interfere with occupancy by any other tenant in the building. Tenant shall hold and save Landlord harmless and indemnify Landlord against any claim for damage or injury in connection with any of the foregoing work which Tenant may make as hereinabove provided. 25

22.2 Nothing herein contained shall be construed as a consent on the part of the Landlord to subject the estate of the Landlord to liability under the Mechanic's Lien Law of the State of New Jersey, it being expressly understood that the Landlord's estate shall not be subject to such liability. 23. NON-LIABILITY OF LANDLORD 23.1 It is expressly understood and agreed by and between the parties to this agreement that the Tenant shall assume all risk of damage to its property, equipment and fixtures occurring in or about the Leased Premises, whatever the cause of such damage or casualty. 23.2 It is expressly understood and agreed that in any event, the Landlord shall not be liable for any damage or injury to property or person caused by or resulting from steam, electricity, gas, water, rain, ice or snow, or any leak or flow from or into any part of said building, or from any damage or injury resulting or arising from any other cause or happening whatsoever. 24. WARRANTY OF TITLE Landlord represents that it has title to the lands and premises which are the subject of this lease and that it has the full right, capacity and authority to enter into the within lease agreement. 25. RESERVATION OF EASEMENT The Landlord reserves the right, easement and privileges to enter on the Leased Premises in order to install, at its own cost and expense, any storm drains and sewers and/or utility lines in connection therewith as may be required by the Landlord. It is understood and agreed that if such work as may be required by Landlord requires an installation which may displace any 26

paving, lawn, seeded area or shrubs, the Landlord, shall, at its own cost and expense, restore said paving, lawn, seeded area or shrubs. The Landlord covenants that the foregoing work shall not unreasonably interfere with the normal operation of Tenant's business, and the Landlord shall indemnify and save the Tenant harmless in connection with such installations. 26. AIR AND WATER POLLUTION The Tenant expressly covenants and agrees to indemnify, defend, and save the Landlord harmless against any claim, damage, liability, costs, penalties or fines which the Landlord may suffer as a result of air or water pollution caused by the Tenant in its use of the Leased Premises. The Tenant covenants and agrees to notify the Landlord immediately of any claim or notice served upon it with respect to any such claim the Tenant is causing water or air pollution; and the Tenant, in any event, will take immediate steps to halt, remedy or cure any pollution of air or water caused by the Tenant by its use of the Leased Premises. 27. STATEMENT OF ACCEPTANCE Upon the delivery of the Leased Premises to the Tenant, pursuant to the terms and conditions of this lease, the Tenant covenants and agrees that it will furnish to the Landlord a statement that it accepts the Leased Premises and agrees to pay rent from the date of acceptance, subject to the terms and conditions of the lease as herein contained, which statement may be in recordable form if required by the Landlord, and which statement shall set forth the Date of Commencement and Date of Expiration of the lease term. 27

28. FORCE MAJEURE Except for the obligation of the Tenant to pay rent and other charges as in this lease provided, the period of time during which the Landlord or Tenant is prevented from performing any act required to be performed under this lease by reason of fire, catastrophe, strikes, lockouts, civil commotion, acts of God or the public enemy, government prohibitions or preemptions, embargoes, liability to obtain material or labor by reason of governmental regulations or prohibitions, the act or default of the other party, or other events beyond the reasonable control of the Landlord or Tenant, as the case may be, shall be added to the time for performance of such act. 29. STATEMENTS BY LANDLORD AND TENANT Landlord and Tenant agree at any time and from time to time upon not less than ten (10) days' prior notice from the other to execute, acknowledge and deliver to the party requesting same, a statement in writing, certifying that this lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), that it is not in default (or if claimed to be in default, stating the amount and nature of the default) and specifying the dates to which the basic rent and other charges have been paid in advance, if any; it being intended that any such statement delivered pursuant to this paragraph may be relied upon as to the facts contained therein. 30. CONDEMNATION 30.1 If due to condemnation or taking or seizure by any authority having the right of eminent domain, (i) more than twenty percent (20%) in aggregate of the total space in the leased premises is actually taken, or (ii) in the event that more than thirty percent (30%) of the total parking area of the building is actually taken, or (iii) if access to the leased premises be denied, then in the event of any such takings as hereinabove provided, the lease term created shall, at the option of either party, terminate, cease and become 28

null and void from the date when the authority exercising the power of eminent domain takes or interferes with the use of the building on the leased premises, parking area, or area of access to the demised premises as hereinabove provided. In the event of any such taking of the parking area and access driveways as hereinabove described, the same shall not be cause for termination of the lease if the Landlord can substantially replace and restore the parking areas and/or provide alternative access driveways, substantially equivalent to the taking and convenient to the leased premises, which said substitution as above provided shall be made so as not to unduly interfere with or interrupt Tenant's conduct of its business at the leased premises. The Tenant shall only be responsible for the payment of rent until the time of surrender. In any event, no part of the Landlord's condemnation award shall belong to or be claimed by the Tenant. Without diminishing Landlord's award, the Tenant shall have the right to make a claim against the condemning authority for such independent claim which it may have and as may be allowed by law, for costs and damages due to relocating, moving and other similar costs and charges directly incurred by the Tenant and resulting from such condemnation. 30.2 In the event of any partial taking which would not be cause for termination of the within lease or in the event of any partial taking in excess of the percentages provided in subparagraph 30.1, and in which event neither party shall elect to terminate this lease, then and in either event, the rent shall abate in an amount mutually to be agreed upon between the Landlord and Tenant based (i) on the relationship that the character and quantum of the property taken bears to the property which shall remain after such condemnation, and (ii) the cost to Landlord of restoration of the property, if applicable, as hereinafter provided, in excess of the net condemnation award received by Landlord. If any event, no part of the Landlord's condemnation award shall 29

belong to or be claimed by the Tenant. However, the Landlord shall, to the extent permitted by applicable law and as the same may be practicable on the site of the leased premises, at Landlord's sole cost and expense, promptly make such repairs and alterations in order to restore the building and/or improvements so as to make the same tenantable and secure. 31. QUIET ENJOYMENT The Landlord further covenants that the Tenant, on paying the rental and performing the covenants and conditions contained in this lease, shall and may peaceably and quietly have, hold and enjoy the leased premises for the term aforesaid. 32. SURRENDER OF PREMISES On the last day, or earlier permitted termination of the lease term, Tenant shall quit and surrender the leased premises in good and orderly condition and repair (reasonable wear and tear, and damage by fire or other casualty excepted) and shall deliver and surrender the leased premises to the Landlord peaceably, together with all alterations, additions and improvements in, to or on the leased premises made by Tenant which Landlord elects to retain. The Landlord reserves the right, as hereinbefore set forth, to require the Tenant at its cost and expense to remove any alterations or improvements installed by the Tenant which covenant shall survive the surrender and the delivery of the leased premises as provided hereunder. Landlord's exercise of the right granted in the preceding sentence shall be conditioned upon Landlord giving a proper notice of the exercise of such right to Tenant at any time up to thirty (30) days following the expiration of the lease term or, in the event of termination by Landlord as permitted under this lease, at any time up to 30 days following the notice of termination. Prior to the expiration of the lease term the Tenant shall remove all of its personal property, including fixtures, 30

equipment and trade fixtures from the Leased Premises. All personal property not removed by Tenant shall be deemed abandoned by Tenant, and Landlord reserves the right to charge the reasonable cost of such removal to the Tenant, which obligation shall survive the lease termination and surrender hereinabove provided. If the Leased Premises be not surrendered to the end of the lease term, Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in surrendering the Leased Premises. 33. INDEMNITY Anything in this lease to the contrary notwithstanding, and without limiting the Tenant's obligation to provide, pay for, and maintain insurance pursuant to paragraph 10.2 hereunder, the Tenant covenants and agrees that it will indemnify, defend and save harmless the Landlord against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses, including without limitation reasonable attorneys' fees, which may be imposed upon or incurred by Landlord by reason of any of the following occurring during the term of this lease: (i) Any matter, cause or thing arising out of use occupancy, control or management of the Leased Premises any part thereof; (ii) Any negligence, acts of omission or commission on the part of the Tenant or any of its agents, contractors, servants, employees, licensees or invitees; (iii) Any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or conditions contained in this lease on its part to be performed or complied with. 31

Landlord shall promptly notify Tenant of any such claims asserted against it and shall promptly send to Tenant copies of all papers or legal process serviced upon it in connection with an action or proceeding brought against Landlord by reason of any such claim. 34. SHORT FORM LEASE It is understood between the parties hereto that this lease will not be recorded, but that a short form lease, describing the Leased Premises, giving the term of this lease, and making particular mention of any special clauses as herein contained, may be recorded in accordance with the laws governing and regulating the recording of such documents in the State of New Jersey. 35. LEASE CONSTRUCTION This lease shall be construed pursuant to the laws of the State of New Jersey. 36. BIND AND INURE CLAUSE The terms, covenants and conditions of the within lease shall be binding upon and inure to the benefit of each of the parties hereto, their respective executors, administrators, heirs, successors and assigns, as the case may be. 37. DEFINITIONS The neuter gender, when used herein and in the acknowledgement hereafter set forth shall include all persons and corporations, and words used in the singular shall include words in the plural where the text of the instrument so requires. 38. NET RENT It is the purpose and intent of the Landlord and Tenant that the rent shall be absolutely net to Landlord, so that this lease shall yield, net, to Landlord, the rent specified in paragraph 3 hereof in each month during 32

the term of the lease, and that all costs, expenses and obligations of every kind and nature whatsoever relating to the Leased Premises which may arise or become due during or out of the term of this lease, shall be paid by the Tenant. Nothing herein shall require the Tenant to undertake obligations in connection with the sale or mortgaging of the Leased Premises, unless otherwise expressly provided in accordance with the terms and conditions of this lease. 39. DEFINITION OF TERM OF "LANDLORD" When the term "Landlord" is used in this lease it shall be construed to mean and include only the owner of the fee title of the Leased Premises. Upon the transfer by the Landlord of the fee title hereunder, the Landlord shall advise the Tenant in writing by certified mail, return receipt requested of the name of the Landlord's transferee. In such event, the then Landlord shall be automatically freed and relieved from and after the date of such transfer of title of all personal liability with respect to the performance of any of the covenant and obligations on the part of the Landlord herein contained to be performed, provided any such transfer and conveyance by the Landlord is expressly subject to the assumption by the grantee or transferee of the obligations of the Landlord to be performed pursuant to the terms and conditions of the within lease. 40. COVENANTS OF FURTHER ASSURANCES If, in connection with obtaining financing for the improvements on the Leased Premises, the Mortgage Lender shall request reasonable modifications in this lease as a condition to such financing, Tenant will not unreasonably withhold, or unreasonably delay its consent thereto, provided that such modifications do not increase the obligations of Tenant hereunder or materially adversely affect the leasehold interest hereby created or Tenant's use and enjoyment of the Leased Premises. 33

41. LANDLORD'S REMEDIES 41.1 The rights and remedies given to the Landlord in this lease are distinct, separate and cumulative remedies, and no one of them, whether or not exercised by the Landlord, shall be deemed to be in exclusion of any of the other. 41.2 In addition to any other legal remedies for violation or breach by or on the part of the Tenant or by any undertenant or by anyone holding or claiming under the Tenant or any one of them, of the restrictions, agreements or covenants of this lease on the part of the Tenant to be performed or fulfilled, such violation or breach shall be restrainable by injunction at the suit of the Landlord. 41.3 No receipt of money by the Landlord from any receiver, trustee or custodian or debtors in possession shall reinstate, continue or extend the term of this lease or affect any notice theretofore given to the Tenant, or to any such receiver, trustee, custodian or debtor in possession, or operate as a waiver or estoppel of the right of the Landlord to recover possession of the Leased Premises for any of the causes therein enumerated by any lawful remedy; and the failure of the Landlord to enforce any covenant or condition by reason of its breach by the Tenant shall not be deemed to void or affect the right of the Landlord to enforce the same covenant or condition on the occasion of any subsequent default or breach. 42. COVENANT AGAINST LIENS Tenant agrees that it shall not encumber, or suffer or permit to be encumbered, the Leased Premises or the fee thereof by any lien, charge or encumbrance, and Tenant shall have no authority to mortgage or hypothecate this lease in any way whatsoever. The violations of this Article shall be considered a breach of this lease. 34

43. SUBORDINATION 43.1 This lease shall be subject and subordinate at all times to the lien of any mortgages or ground leases or other such encumbrances now or hereafter placed on the land and building and leased premises (all of the foregoing mortgages, ground leases or other such encumbrances being hereafter in this Article 43 referred to as "the Mortgage") without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination, but Tenant covenants and agrees to execute and deliver upon demand such further instrument or instruments evidencing such subordination of the lease to the lien of any Mortgage as shall be desired by a mortgagee or proposed mortgagee or by any proper person. 43.2 Notwithstanding the foregoing provisions of this Article Landlord agrees to use its best efforts to cause any such mortgagee or holder of the Mortgage to agree with Tenant, as follows: (a) That this lease is and shall be subject and subordinate to the Mortgage insofar as it affects the real property of which the leased premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof, to the full extent of the principal sum secured thereby and interest thereon. (b) That in the event it should become necessary to foreclose the Mortgage, the Mortgagee thereunder will not join the Tenant under any lease in summary of foreclosure proceedings so long as the Tenant is not in default under any of the terms, covenants or conditions of this lease. (c) That in the event the Mortgagee shall, in accordance with the foregoing, succeed to the interest of the Landlord under this lease, the Mortgagee agrees to be bound to the Tenant under all of the terms, covenants 35

and conditions of this lease, and the Tenant agrees, from and after such event, to attorn to the Mortgagee and/or purchaser at any foreclosure sale of the premises, all rights and obligations under this lease to continue as though the interest of Landlord had not terminated or such foreclosure proceedings had not been brought, and the Tenant shall have the same remedies against the Mortgagee for the breach of an agreement contained in this lease that the Tenant might have had under this lease against the Landlord if the Mortgagee had not succeeded to the interest of the Landlord; provided, however, that the Mortgagee shall not be: (1) Liable for any act or omission of any prior landlord; or (2) Subject to any offsets or defenses which the Tenant might have against any prior landlord; or (3) Bound by any rent or additional rent which the Tenant might have paid for more than the current month to any prior landlord; or (4) Bound by any amendment or modification of the lease previously made without its consent. 44. FINANCIAL STATEMENTS Tenant agrees to file with the Landlord, annually, a copy of its annual statement signed by an officer of the corporation certifying it as a true copy. Tenant further agrees that it will furnish its last annual statement and interim statement, as may be required by any mortgage lender to whom the Landlord applies for a first mortgage, in connection with the financing of the lands and premises of which the leased premises are a part. 36

45. SECURITY DEPOSIT Contemporaneously with the execution and delivery hereof, the Tenant has deposited with the Landlord the sum of Fifteen Thousand Dollars ($15,000) receipt of which is hereby acknowledged. Said sum of $15,000 shall be security for the payment of the rent and additional rent and the performance of the terms, covenants and conditions of this lease required to be performed by the Tenant. Landlord need not segregate and deposit, but may co-mingle same with its own funds, and shall return to the Tenant at the termination of the lease the security deposit, without interest, less any monies applied by the Landlord or to be applied by the Landlord to cure defaults by the Tenant. In the event of any default, as defined in this lease, by the Tenant in the performance of any of the terms and conditions hereof, the Landlord, at its option, may have recourse to said fund to satisfy any unpaid rent, and to make good any other default of the Tenant, or the Landlord may retain same, in whole or in part, until the expiration date of this lease and upon such expiration to apply same toward any loss sustained by the Landlord by reason of any default hereunder. The remedy herein provided shall be in addition to any other right or remedy to which the Landlord may be entitled under the terms of this lease, and at law or in equity. The entry of any judgment in any dispossess or other summary proceedings, or the re-entry by the Landlord for any reason shall not diminish the right of the Landlord to the use of said fund above mentioned, but his right thereto shall survive such judgment or re-entry. The security deposited hereunder shall not be mortgaged, assigned or encumbered by the Tenant. 46. ESTOPPEL CERTIFICATE Tenant agrees that at any time, and from time to time, within ten (10) days after delivery to Tenant of a written request by the Landlord, Tenant will execute, acknowledge and deliver to the Landlord and to such assignee, mortgagee or other party as may be designated by the Landlord, an estoppel certificate stating: 37

(a) that by such certificate the lease is ratified; (b) the date on which the Tenant has entered into occupancy of the leased premises; (c) the amount of the monthly portion of the rent and additional rent; (d) that the lease (unmodified or as modified, as the case may be) represents the entire agreement between the parties as to the leasing (or if such is not the case, the certificate shall so state, specifying the particulars of any other applicable agreement or state of facts) and is in full force and effect; (e) the date on which the lease expires; (f) that, as of the date of the certificate there are no defaults by the Landlord or Tenant under the lease, including, without limitation, that all conditions under the lease to be performed theretofore by the Landlord have been satisfied and there are no existing defenses or offsets which the Tenant has against the enforcement of the lease by the Landlord (or, if such is not the case, the certificate shall so state specifying the particulars; (g) the month and year through which the rental has been paid; and (h) such other matters relating to the lease as may reasonably be requested by the Landlord. In the event the Tenant fails to provide such certificate with ten (10) days after delivery to tenant of a 38

written request by Landlord therefor, Tenant shall be deemed to have approved the contents of the certificate and Landlord is hereby authorized to so certify. 47. MECHANICS' LIEN No work which Landlord permits Tenant to do pursuant to Paragraph 22, whether in the nature of erection, construction, alteration or repair, shall be deemed to be for the immediate use and benefit of Landlord so that no mechanic's or other lien shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve the premises. Tenant agrees to not engage any contractor for work done in the premises who requires the filing of a Mechanic's Notice of Intention. Tenant shall pay promptly all persons furnishing labor or materials with respect to any work performed by Tenant or its contractor on or about the premises. In the event any mechanic's or other liens or any other notices of claim, including, without limitation stop notices ("lien") shall at any time be filed by reason of work, labor, services or materials performed or furnished to Tenant or to anyone holding the premises through or under Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the satisfaction of the Landlord. If Tenant shall fail to cause such lien forthwith to be so discharged or bonded within three (3) days after being notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may discharge the same by paying the amount claimed to be due and the amount so paid by Landlord together with interest thereon at the highest legal rate and all costs and expenses, including reasonable attorneys' fees incurred by Landlord in procuring the discharge of such lien, shall be due and payable by Tenant to the Landlord as additional rent on the first day of the next following month, or may, at the Landlord's election, be subtracted from any sums owing to Tenant. 39

48. BROKER'S COMMISSION Tenant represents and warrants that there are no claims or brokerage commissions or finder's fees in connection with the execution of this lease, except a claim for commission to ARCHIE SCHWARTZ & CO., INC. which commission shall be paid by Landlord pursuant to a separate agreement. Tenant agrees to indemnify Landlord against, and hold it harmless from, all liabilities arising from any such other claims (including, without limitation, the cost of counsel fees in connection therewith) arising out of acts by the Tenant in violation of the Tenant's covenant herein. 49. LANDLORD'S LIABILITY Notwithstanding anything hereinabefore set forth to the contrary, neither the Landlord nor any partner of the Landlord shall have any personal liability in connection with its obligations under this Lease Agreement, and Tenant agrees to look solely to the property described on Schedule "A" hereof to enforce any claim it may have against the Landlord. 50. PARKING Tenant shall be entitled to eighteen (18) reserved parking spaces to be located as follows: (a) Four (4) in front of the leased premises; (b) Five (5) in the rear of the leased premises; (c) Nine (9) in the parking lot of the industrial park. 51. RENEWAL OPTION Tenant shall have the right, at its option, to extend the initial term hereof for a period of five years, such option to be exercised by notice in writing from the Tenant to the Landlord not later than six months prior to the expiration of the initial term. Upon the exercise of such option, 40

such additional period (the "renewal term") shall be deemed part of the term for purposes of this lease. Notwithstanding the foregoing, the Tenant's right to exercise said option shall be contingent upon there being no default by Tenant under the terms and conditions of this lease as of the date of exercise of said option and as of the date of the commencement of the renewal term. Said renewal term shall be upon the same terms and conditions as set forth in this lease with respect to the initial term except that the annual rent as set forth in paragraph 3 of the Lease Agreement shall be adjusted upward by an amount equal to the percentage increase if any, in the Consumer Price Index ("CPI") between the following dates: the CPI for the month, three months prior to the Commencement Date of the Lease Agreement and the CPI for the month, three months prior to the first month of the renewal term. For the purpose of this paragraph the CPI shall be the Consumer Price Index for Urban Wage Earners and Clerical Workers for the New York, New York-Northeastern New Jersey area published by the United States Department of Labor, or if said index is not in existence at the time of the renewal option such other equivalent index which is in existence at that time. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals or caused these presents to be signed by its proper corporate officers and caused its proper corporate seal to be hereunto affixed, the day and year first above written.
WITNESS: VAN BRUNT ASSOCIATES

/s/ -----------------------------------

/s/ HERBER PUNIA -----------------------------------

ATTEST:

MEDICAL NUTRITION, INC.

/s/ JEFFREY JANCO -----------------------------------

/s/ LOUIS FORMICA -----------------------------------

41

STATE OF NEW JERSEY COUNTY OF MIDDLESEX: BE IT REMINDED, that on this 10th day of October 1984, before me, the subscriber, A Notary Public of N.J. personally appeared Herbert Punia on behalf of VAN BRUNT ASSOCIATES, who, I am satisfied is the Landlord mentioned in the within Instrument, and thereupon he acknowledged that he signed, sealed and delivered the same as his act and deed, for the uses and purposes therein expressed.
/s/ SONDRA STEINBERG ----------------------------------SONDRA A. STEINBERG Notary Public of New Jersey My Commission Expires Nov. 25, 1985

STATE OF NEW JERSEY COUNTY OF BERGER, SS: BE IT REMINDED, that on this 4th day of October 1978, before me, the subscriber, Medical Nutrition Inc. personally appeared Louis J. Formica who, I am satisfied is the person who signed the within Instrument as Louis J. Formica of Medical Nutrition Inc. the Tenant named therein, and he thereupon acknowledged that the said instrument made by the corporation and sealed with its corporate seal, was signed, sealed with the corporate seal and delivered by him as such officer and is the voluntary act and deed of the corporation, made by virtue of authority from its Board of Directors.
/s/ DOMINICK FRONTERA ----------------------------------DOMINICK FRONTERA Notary Public of New Jersey My Commission Expires May 26, 1987

Prepared by: Harris R. Silver, Esq. 42

SCHEDULE "A" All that tract or parcel of land and premises, ______, lying and being in the City of Englewood in the County of Bergen and State of New Jersey, more particularly described as follows: BEING all of lots 1 to 6 and part of lot 7 in block 2509, all of lots 1 to 10 in block 2510, all of lots 1 to 12 in block 2513, all of lots 1 to 15 in block 2514 as shown on the current Tax Assessment Map of the City of Englewood, together with portions of South Jackson Street, Lewis Street, Smith Street, and Haase Place, all as vacated by the City of Englewood. BEING also known as lots 27 to 50 and lots 77 to 102 on a map entitled "J. Levinson Property - Englewood, N.J." filed in the Bergen County Clerk's Office May 18, 1905 as map no. 956; lots 1 to 46 on a map entitled "Map of Property Belonging to Haase Realty, Englewood, N.J." filed in the Bergen County Clerk's Office as Map. No. 1312; together with portions of South Jackson Street, Lewis Street, Smith Street, and Haase Place, all as vacated by the City of Englewood and being more particularly bounded and described as follows: BEGINNING at a point in the present southerly line of West Forest Avenue, 60 feet in width as now laid out and used, said point being distant 10.00 feet easterly, as measured along said lined of West Forest Avenue from the intersection of the same with the easterly line of South Van Brunt Street, 60 feet in width as now laid out and used, if said street lines were extended to form such intersection, thence from said point of beginning, running: 1. South 52(degree) 53' east, along said line of West Forest Avenue, a distance of 650.64 feet to a point in the same and the westerly line of the right-of-way of the Erie-Lackawanna Railroad Co., Northern Railroad of New Jersey Branch; thence, 2. South 26(degree)58' west, along the said line of the Railroad, a distance of 467.98 feet to a point in the same; thence, 3. North 52(degree) 53' west, through a portion of Smith Street (50 feet wide parallel with the northerly line of Smith Street and lying 20.00 feet southerly, as measured at right angles therefrom, a distance of 300.19 feet to a point and corner; thence, 4. North 31(degree) 37' east, a distance of 18.24 feet to a point; thence; 5. North 52(degree) 53' west, across South Jackson Street and continuing along northerly line of Smith Street, 50 feet in width, a total distance of 441.17 feet to a point in the aforesaid easterly line of South Van Brunt Street; thence, 6. North 37(degree) 07' east, along the said easterly line of South Van Brunt Street, a distance of 200.00 feet to a point in the same and the southerly line of Lewis Street, 50 feet wide; thence, 7. South 52(degree) 53' east, along the said southerly line of Lewis Street, as vacated, a distance of 200.00 feet to a point in the same; thence, 43

8. North 37(degree)07' east, parallel with the said easterly line of South Van Brunt Street, a distance of 150.00 feet to a point and corner; thence, 9. North 52(degree) 53' west, parallel with the said southerly line of Lewis Street, a distance of 200.00 feet to a point in the said easterly line of South Van Brunt Street; thence, 10. North 37(degree)07' east, along the said easterly line of South Van Brunt Street, a distance of 82.50 feet to a point in the same. 11. North 82(degree) 07' east, along the present street line between the said lines of South Van Brunt Street and West Forest Avenue, a distance of 14.14 feet to a point in the said southerly line of West Forest Avenue and the point or place of beginning. Containing approximately 6.5460 acres. All of the foregoing being as shown on Subdivision Map entitled "Subdivision Block 2509, lot 1.1", City of Englewood, Bergen County, New Jersey, Office of the City Engineer, prepared by Daniel Kingsaid, Licensed Land Surveyor, dated September 28, 1978, approved by the Planning Board of the City of Englewood on October 24, 1978. The foregoing conveyance is made subject to, and there are hereby reserved to the Grantor, easements within the above described premises as follows: An easement for the purpose of vehicular and pedestrian movement and passage and access, ingress and egress, over, on and through, and also for the purpose of installing, constructing, repairing, servicing and maintaining utility pipes, lines and conduits on, over, through and beneath the following described premises: Beginning at a point in the southerly sideline of Forest Avenue distant 660.64 feet easterly from the point of intersection of the easterly sideline of South Van Brunt Street, if extended, and southerly sideline of Forest Avenue, if extended and running thence: (1) south 26 degrees 58 minutes west 467.98 feet to a point; thence: (2) north 52 degrees 53 minutes west 20.32 feet to a point; thence (3) north 26 degrees 58 minutes east 467.98 feet to a point; thence (4) south 52 degrees 53 minutes east 20.32 feet to a point or place of beginning. An easement for the purpose of installing, constructing, repairing, servicing, and maintaining utility pipes, and conduits on, over, through and beneath the following described premises: ALL of that portion of the above described premises which, prior to vacation, consisted of a portion of Smith Street, as shown on the aforesaid subdivision map; and, THOSE premises 30 feet wide, which, prior to vacation, consisted of a portion of Lewis Street, lying 15 feet north of and 15 feet south of the center line of Lewis Street, as the same existed prior to vacation and extending from a point 200 feet east of the easterly sideline of South Van Brunt Street, to the easterly boundary of the premises being hereby conveyed, all as shown on the aforesaid subdivision map. 44

As easement for the purpose of possible future street and corner widening at the southeasterly corner of West Forest Avenue and South Van Brunt Street, as shown on the aforesaid subdivision map. Utility pipes, lines and conduits as referred to in any easement reservation in this deed shall mean and include storm or sanitary sewer lines, pipes or conduits; electric, telephone, gas, or water lines, pipes or conduits or any other liens, pipes or conduits maintained by the City of Englewood, or by any governmental or privately owned public utility; and the City of Englewood may authorize any public utility (including, without limitation, Public Service Electric and Gas Company, Hackensack Water Company, New Jersey Bell Telephone Company, the Bergen County Sewer Authority, or any successor in interest to any of said utilities, or any other public utility) to install, construct, repair, service, and maintain any lines, pipes or conduits within any of the easement premises hereby reserved to the said City. 45

EXHIBIT 10.10 FIRST AMENDMENT TO LEASE dated this 24th day of October, 1994, by and between VAN BRUNT ASSOCIATES, a Limited Partnership, having an office at 14A Worlds Fair Drive, Franklin Township, New Jersey 08873 (having a mailing address at P.O. Box 5850, Somerset, New Jersey 08875-5850), hereinafter called the "Landlord"; and MEDICAL NUTRITION, INC. a New Jersey corporation, having an address at 10 West Forest Avenue, Englewood, New Jersey 07631, hereinafter called the "Tenant". WITNESSETH: WHEREAS, the Landlord owns certain lands and premises in the City of Englewood, County of Bergen and State of New Jersey, which lands and premises are commonly known as 10 West Forest Avenue (hereinafter called the "Building"); and WHEREAS, Landlord and Tenant have previously entered into a lease agreement dated October 4, 1984, hereinafter called the "Lease", in connection with the leasing of approximately 7,500 square feet of space in the Building, hereinafter called the "Leased Premises"; and WHEREAS, the Landlord and Tenant have agreed to extend the Lease for a further period of five (5) years, which extended term shall commence as of January 1, 1995 and shall expire on December 31, 1999. NOW, THEREFORE, in consideration of the sum of one ($1.00) DOLLAR and other good and valuable consideration, the parties hereto covenant and agree as follows:

1. The Lease is hereby extended for a further period of five (5) years, which Lease extension shall commence as of January 1, 1995, and shall expire as of December 31, 1999, hereinafter called the "Extended Term". 2. Tenant shall pay annual rent during the Extended Term in the amount of SIXTY THOUSAND AND 00/100 ($60,000.00) DOLLARS per annum, payable in equal installments of FIVE THOUSAND AND 00/100 ($5,000.00) DOLLARS per month, in the same manner as provided in Article 3 of the Lease, together with all additional rent and other lease charges required thereby. 3. It is expressly understood and agreed that the Tenant shall continue to occupy the Leased Premises as of the commencement of the Extended Term in an "as is" condition. 4. Article 16 of the Lease is hereby amended so as to insert the following Article 16.4: "16.4 Without limiting anything hereinabove contained in this Article 16, Tenant expressly covenants and agrees to fully comply with the provisions of the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et seq.), or any successor statute, hereinafter referred to as "ISRA", and all regulations promulgated thereto (or under the New Jersey Environmental Clean-Up Responsibility Act, the predecessor statute of ISRA, as applicable) prior to the expiration or earlier termination of the within lease, or at any time that any action of the Tenant triggers the applicability of ISRA. In particular, the Tenant agrees that it shall comply with the provisions of ISRA in the event of any "closing, terminating or transferring" of Tenant's operations, as defined by and in accordance with the regulations which have been promulgated pursuant to ISRA. In the event evidence of such compliance is not delivered to the Landlord 2

prior to surrender of the Leased Premises by the Tenant to the Landlord, it is understood and agreed that the Tenant shall be liable to pay to the Landlord an amount equal to two times the Base Rent then in effect, prorated on a monthly basis, together will all applicable additional rent from the date of such surrender until such time as evidence of compliance with ISRA has been delivered to the Landlord, and together with any costs and expenses incurred by Landlord in enforcing Tenant's obligations under this Article 15.3. Evidence of compliance, as used herein, shall mean a "letter of non-applicability" issued by the New Jersey Department of Environmental Protection, hereinafter referred to as "NJDEP", or an approved "negative declaration" or a "remediation work plan" which has been fully implemented and approved by NJDEP. Evidence of compliance shall be delivered to the Landlord together with copies of all submissions made to, and received from, the NJDEP, including all environmental reports, test results and other supporting documentation. In addition to the above, Tenant hereby agrees that it shall cooperate with Landlord in the event of the termination or expiration of any other lease affecting the Property, or a transfer of any portion of the property indicated on Schedule "A", or any interest therein, which triggers the provisions of ISRA. In such case, Tenant agrees that it shall fully cooperate with Landlord in connection with any information or documentation which may be requested by the NJDEP. In the event that any remediation of the Property is required in connection with the conduct by Tenant of its business at the Leased Premises, Tenant expressly covenants and agrees that it shall be responsible for that portion of said remediation which is attributable to the Tenant's use and occupancy thereof. Tenant hereby represents and warrants that its Standard Industrial Classification No. is 0638, and that Tenant shall not generate, manufacture, refine, transport, treat, store, handle or dispose of "hazardous substances" as the same are defined under ISRA and the regulations promulgated pursuant thereto. Tenant hereby agrees that it shall promptly inform Landlord of any change in its SIC number or the nature of the business to be conducted in the Leased Premises. The within covenants shall survive the expiration or earlier termination of the lease term. 3

4. Article 51 of the Lease entitled "Renewal Option" is hereby deleted in its entirety. 5. Except as hereinabove referred to, all other terms and conditions of the Lease shall remain in full force and effect, unimpaired and unmodified. 6. This agreement shall be binding upon the parties hereto, their heirs, successors and assigns. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their proper corporate officers and caused their proper corporate seals to be hereto affixed the day and year first above written.
WITNESS: VAN BRUNT ASSOCIATES

/s/ SONDRA STEINBERG --------------------

/s/ HERBERT PUNIA ----------------Partner

ATTEST:

MEDICAL NUTRITION, INC.

/s/ MYRA GANS -------------------4

By: /s/ ARNOLD M. GANS -------------------

STATE OF COUNTY OF SOMERSET

) ) )

SS.:

BE IT REMEMBERED, that on this 24th day of OCTOBER, 1994, before me, the subscriber, SONDRA A. STEINBERG, personally appeared HERBERT PUNIA, Partner of VAN BRUNT ASSOCIATES, a New Jersey Limited Partnership, who, I am satisfied, is the Landlord mentioned in the within Instrument, and thereupon he acknowledged that he signed, sealed and delivered the same as his act and deed, for the uses and purposed therein expressed.
/s/ SONDRA STEINBERG -------------------------------------SONDRA STEINBERG NOTARY PUBLIC OF NEW JERSEY My Commission Expires Nov. 23, 1995

STATE OF NEW JERSEY COUNTY OF BERGEN

) ) )

SS.:

BE IT REMEMBERED, that on this 13th day of OCTOBER, 1994, before me, the subscriber, MEDICAL NUTRITION, INC., personally appeared, ARNOLD M. GANS, who, I am satisfied is the person who signed the within instrument as ARNOLD M. GANS of MEDICAL NUTRITION, INC., a New Jersey corporation, the Tenant mentioned in the within Instrument, and he thereupon acknowledged that the said instrument made by the corporation and sealed with its corporate seal, was signed, sealed with the corporate seal and delivered by him as such officer and is the voluntary act and deed of the corporation, made by virtue of authority from its Board of Directors.
/s/ KIM ARMSTRONG -------------------------------------KIM R. ARMSTRONG NOTARY PUBLIC OF NEW JERSEY My Commission Expires Feb. 17, 1999

PREPARED BY: ROBERT K. BROWN, ESQ.

FIRST | FIRST INDUSTRIAL REALTY TRUST, INC. EXHIBIT 10.11 INDUSTRIAL | 354 Eisenhower Parkway | P.O. Box 1639 | Livingston, New Jersey 07039 | 973/533-7111 | Fax 973/597-9660 SENT VIA FACSIMILE (201) 569-3224 AND REGULAR MAIL November 17, 1999 Mr. Arnold M. Gans Medical Nutrition, Inc. 10 West Forest Avenue Englewood, NJ 07631 Re: LEASE EXTENSION FOR: PROP#: 1254 10 West Forest Avenue, Englewood, NJ ID#MEDNU-1 Dear Mr. Gans: It was my pleasure speaking with you regarding your future space requirements. Per your request, enclosed please find a proposal to extend your lease as follows:
Rentable Area: New Lease Term: New Base Rent: 7,500 square feet 1/1/2000 - 12/31/2004 Years 1,2,3 Years 4,5 Landlord 1) 2) 3) 4) 5) $65,625.00 N/N/N Annually $67,500.00 N/N/N Annually $5,468.75 N/N/N Monthly $5,625.00 N/N/N Monthly

Landlord Work:

shall perform the following work: Replace all exterior windows and frames Repair plumbing in men's bathroom Replace damaged ceiling tiles in office area Replace existing HVAC unit and both warehouse heaters. Repair loading dock area.

The Landlord shall, at Tenant own cost and expense, enter into a periodic maintenance agreement with a reputable heating, ventilating and air-conditioning contractor, which contractor shall provide for a minimum of two (2) inspections per year. All other terms and conditions of your existing Lease dated, October 4, 1984, as amended will remain in full force and effect. Please sign below as to your approval of the above and return to me via facsimile and both originals by regular mail. This offer will be valid until November 19, 1999, thereafter subject to change. First Industrial would like to thank you for your continued occupancy. Sincerely, FIRST INDUSTRIAL REALTY TRUST, INC.
/s/ MICHAEL SARGIS ----------------------------Michael Sargis Leasing Specialist ACKNOWLEDGED & APPROVED: /s/ ARNOLD GANS ------------------------------Mr. Arnold M. Gans Medical Nutrition, Inc. 11-19-99 -------------

/s/ ------------------------------First Industrial L.P. Landlord

11-29-99 -------------

EXHIBIT 10.12 LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is entered into as of November 8, 2002 (the "Effective Date") by and between AKESIS PHARMACEUTICALS, INC., having offices at 4370 La Jolla Village Drive, Suite 685, San Diego, California 92122 ("Akesis"), and GENDER SCIENCES, INC., a New Jersey corporation, located at 10 West Forest Avenue, Englewood, New Jersey 07631 ("GS"). RECITALS WHEREAS, GS desires to obtain from Akesis, and Akesis desires to grant to GS, an exclusive license under the Licensed Technology to Commercialize (as defined below) the Products in the Territory, as more fully described herein. NOW THEREFORE, in consideration of the foregoing and the covenants and premises contained in this Agreement, the parties agree as follows: 1. DEFINITIONS The following capitalized terms shall have the meanings indicated for purposes of this Agreement. 1.1 "Affiliate" shall mean, as to any person or entity, any other person or entity which directly or indirectly controls, is controlled by, or is under common control with such person or entity. For purposes of the preceding definition, "control" shall mean beneficial ownership of more than fifty percent (50%) of the outstanding shares or securities or the ability otherwise to elect a majority of the board of directors or other managing authority. 1.2 "Applicable Laws" shall mean (a) all U.S. federal, state and local laws, statutes, rules, regulations, ordinances (including any amendments thereto), applicable to the import, export, manufacture and distribution of Products, including, without limitation, the applicable regulations and guidelines of the FDA; provided, however, that in the event of any conflict between the foregoing sources of authority, U.S. federal law and regulations shall be given priority; and (b) all supranational, national, local and other laws, statutes, rules, regulations, ordinances (including any amendments thereto), applicable to the import, export, manufacture and distribution of Products in any jurisdiction in the Territory outside the U.S. where Akesis or its Affiliates Commercializes Products. 1.3 "Commercialize" or "Commercialization" shall mean to market, have marketed, make, have made, manufacture, have manufactured, use, sell, offer for sale, have sold, distribute, have distributed, import, have imported, and commercialize in any other manner related thereto. 1

1.4 "Confidential Information" shall mean any confidential or proprietary information, and any other information relating to any research project, work in process, future development, scientific, engineering, manufacturing, marketing, business plan, financial or personnel matter relating to either party, its present or future products, sales, suppliers, customers, employees, investors or business, whether in oral, written, graphic or electronic form. Without limiting the generality of the foregoing, the parties agree that the financial terms of the Agreement will be considered Confidential Information of both parties. 1.5 "Contract Quarter" shall mean, in any Calendar Year, each successive period of three (3) consecutive calendar months commencing on the first day of such a calendar month. 1.6 "Contract Year" shall mean each successive period of twelve (12) consecutive months commencing on the date that is six (6) months from the Product Launch Date. 1.7 "Control" shall mean, with respect to any intellectual property right, possession by a party of the ability (whether by ownership, license or otherwise) to grant access, a license or a sublicense to such intellectual property right without violating the terms of any agreement or other arrangement with any Third Party as of the time such party would first be required hereunder to grant the other party such access, license or sublicense. 1.8 "FDA" shall mean the United States Food and Drug Administration, or any successor agency thereto. 1.9 "First Financing" shall mean the closing of the first transaction or series of transactions in which one or more financial investors purchase equity, debt, or other securities of GS, or an Affiliate thereof, for aggregate gross proceeds of US$350,000, or such lesser amount as GS reasonably determines is necessary to finance the contemplated six (6) month Marketing Test Period (as defined below). 1.10 "Know-How" shall mean all know-how, trade secrets, data, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information, whether or not patentable, Controlled by Akesis as of the Effective Date that are: (a) necessary or useful for the manufacture, use or sale of Products; and (b) are not generally publicly known; but excluding the Licensed Patents. 1.11 "Licensed Patents" shall mean, to the extent necessary or useful for the manufacture, use, distribution or sale of Products in the Territory, all Patents that Akesis Controls as of the Effective Date or during the Term, but expressly excluding US Patent No. 6,376,549 issued April 23, 2002 entitled "Metformin-containing compositions for the treatment of diabetes." The Licensed Patents existing as of the Effective Date are listed in Exhibit A hereto. 1.12 "Licensed Technology" shall mean the Licensed Patents and the Know-How. 1.13 "Marketing Plan" shall have the meaning provided in Section 3.1. 1.14 "Marketing Test Period" shall mean the marketing test period commencing on the Effective Date and expiring on the Product Launch Date (as defined below). 2

1.15 "Net Sales" shall mean the gross revenues actually received in cash by GS and its Affiliates from sales of Products, less the following items: (i) transportation and shipping costs where separately charged; (ii) sales, use and excise taxes and duties paid or allowed by GS and any other governmental charges imposed upon GS for the production, use, sale or license of the Products; (iii) actual credits, discounts, allowances and returns granted to customers; and (iv) normal and customary trade and quantity discounts and allowances. Except as herein provided, Net Sales shall be determined by using U.S. Generally Accepted Accounting Principles consistently applied. 1.16 "Patents" shall mean (a) United States patents, re-examinations, reissues, renewals, extensions and term restorations, and foreign counterparts of any of the foregoing, and (b) pending applications for United States patents, including, without limitation, provisional applications, continuations, continuations-in-part, divisional and substitute applications, including, without limitation, inventors' certificates, and foreign counterparts of any of the foregoing. 1.17 "Product" shall mean a micronutrient supplement described in Exhibit B hereto, in any form, formulation, or derivative thereof that will be marketed and sold as any product other than an FDA approved drug or prescription pharmaceutical product. 1.18 "Product Launch Date" shall mean the date on which GS shall initiate marketing and distribution of Products, which shall be mutually agreed upon by the parties in good faith, but shall in no event be later than May 1, 2003. The parties agree that, to the extent practicable, the Product Launch Date will be the first business day of a calendar month. 1.19 "Second Financing" shall mean the closing of the first transaction or series of transactions, after the First Financing, in which one or more financial investors purchase equity, debt, or other securities of GS, or an Affiliate thereof, for aggregate gross proceeds of US$2,500,000 (excluding the proceeds of the First Financing), or such lesser amount as GS reasonably determines is necessary to finance the Commercialization of the Products. 1.20 "Target Customer" shall mean an individual consumer with diabetes, pre-diabetic symptoms, or prone to diabetes, including, without limitation, the obese, hyperglycemia and hypoglycemia population. 1.21 "Term" shall have the meaning provided in Section 8.1. 1.22 "Territory" shall mean North America, Central America and South America. 1.23 "Third Party(ies)" shall mean any entity other than Akesis or GS or an Affiliate of Akesis or GS. 1.24 "Trademark" shall have the meaning provided in Section 3.3. 2. LICENSE 2.1 License Grant. Subject to the terms and conditions of this Agreement, Akesis hereby grants to GS during the term of this Agreement an exclusive, royalty-bearing license, without the right to sublicense, under the Licensed 3

Technology to Commercialize the Products in the Territory. Notwithstanding the foregoing, GS shall have the right to alter, change or modify the Licensed Technology to develop and Commercialize prescription pharmaceutical versions of the Products in the Territory on a non-exclusive basis and subject to the remaining terms of this Agreement. Akesis acknowledges and agrees that GS shall have the right to enter into a contract with Third Parties under private label agreements and/or other strategic or marketing agreements; provided, however that GS shall remain responsible for any and all performance obligations and duties required under this Agreement, including, but not limited to, (i) the Commercially Reasonable and Diligent Efforts (as defined below); (ii) any and all license fees and royalties provided for herein; and (iii) all other work required hereunder. 3. MANUFACTURING, MARKETING AND DISTRIBUTION 3.1 Responsibility. Subject to the terms and conditions of this Agreement, GS shall be solely responsible for the Commercialization of Products in the Territory. GS shall, and shall cause its Affiliates to, Commercialize Products in the Territory in accordance with all Applicable Laws, the marketing plan that is currently being developed by GS (the "Marketing Plan") and the terms of this Agreement. GS shall present the Marketing Plan to Akesis on or before the Product Launch Date. GS may amend the Marketing Plan from time to time; provided, however, that any material changes shall require the mutual written agreement of the parties hereto. 3.2 Efforts. The license granted to GS under Article 2 is expressly subject to GS's continuing, during the Term, to use Commercially Reasonable and Diligent Efforts to Commercialize the Products in the Territory in accordance with the Marketing Plan. As used herein, "Commercially Reasonable and Diligent Efforts" shall mean those efforts, consistent with the exercise of prudent scientific and business judgment, as applied to Commercialization activities. 3.3 Trademarks. The parties shall mutually agree upon one or more trademarks or trade names for use in the Commercialization of Products in the Territory (excluding any Akesis or GS corporate trademarks or trade names, the "Trademarks"), and GS shall Commercialize Products in the Territory using the applicable Trademark (s). GS shall retain the ownership of the entire right, title and interest in and to the Trademarks, and all goodwill associated with or attached to the Trademarks arising out of the use thereof by GS or its Affiliates shall inure to the benefit of GS. Akesis agrees that it will not contest, oppose or challenge GS' ownership of the Trademarks. Akesis agrees that it will not at any time do or suffer to be done any act or thing that will in any way impair GS' ownership of or rights in and to the Trademarks or any registration thereof or that may depreciate the value of the Trademarks or the reputation of GS. GS shall obtain the prior written approval of Akesis of the form and manner in which the Trademarks will be used upon, in connection with, or in relation to, the Products, or any packaging, labels, containers, advertisements and other materials related thereto. GS shall be responsible for registration, maintenance and enforcement of the Trademarks, including any fees, costs or expenses in connection therewith. Akesis shall, at GS' request and expense, assist GS in any action reasonably necessary or desirable to protect the Trademarks used or proposed to be used hereunder. Akesis shall as soon as practicable notify GS of any apparent infringement by a Third Party of any of the Trademarks. 4

4. PAYMENTS 4.1 License Fees. GS shall pay to Akesis up to an aggregate total of US$400,000 in non-refundable, noncreditable license fees as follows: (a) US$12,500 in cash on the Effective Date; (b) US$12,500 in cash within forty-five (45) days of the Effective Date; (c) US$125,000 in cash following the First Financing and on the earlier of (i) GS' satisfactory completion of due diligence with respect to the ingredients of the Products as evidenced by written notice from GS to Akesis after the Effective Date, or (ii) One Hundred and Twenty Days (120) from the Effective Date; (d) US$200,000, in securities of GS (determined based on the per-share price paid by financial investors in the Second Financing) concurrently with the closing of the Second Financing. Notwithstanding the foregoing, if the aggregate proceeds of the Second Financing are less than $2,500,000, GS shall (i) pay Akesis a pro rated amount of equity equal to (a) the aggregate proceeds received therefrom, (b) divided by $2,500,000, (c) multiplied by $200,000; and (ii) pay Akesis in cash amount equal to the difference between the value of the securities issued and $200,000 (i.e., for purposes of example only, if the aggregate proceeds of the Second Financing are $2,000,000, GS shall pay Akesis US$160,000 in securities ((2,000,000/2,500,000) ($200,000)= $160,000 and US$40,000 in cash). Such securities shall be of the same class and series as the securities purchased by financial investors in the Second Financing, and Akesis shall be entitled to all of the rights conferred upon financial investors in the Second Financing under any investor rights, registration rights, voting, co-sale and/or other comparable agreement entered into by GS and such investors. Securities payable in this Section 4.1 (d) are due at closing of the Second Financing. Any cash due from this Section 4.1 (d), or in the event no Second Financing occurs, the entire cash amount shall be payable monthly in 12 equal cash payments beginning on the Product Launch Date. (e) US$50,000 in cash within fourteen (14) days of the Product Launch Date. In the event that this Agreement is terminated prior to payment in full of all license fees set forth in this Section 4.1, (i) Akesis shall be entitled to retain any payments made under this Section 4.1 prior to such termination, (ii) GS shall remain obligated to pay any amounts that became due under this Section 4.1 prior to such termination that have not been paid in full, and (iii) GS shall not be or become obligated to pay any of the foregoing amounts that have not become due on or before such termination. 4.2 Royalty Payments. GS shall pay to Akesis royalties on Net Sales of Products by GS and its Affiliates the greater of (i) ten percent (10%) of Net Sales of Product, or (ii) $1.65 per stock keeping unit (SKU) of Product. GS shall be entitled to credit earned on royalties paid pursuant to this Section 4.2 against the minimum royalty payments due under Section 4.3. 5

4.3 Minimum Royalty Payments. (a) Subject to Section 4.3(b) below, commencing six (6) months from the Product Launch Date, GS shall pay to Akesis the minimum royalty payments set forth below, determined on a Contract Quarter basis for each Contract Year:
Minimum Royalty Payment --------------$25,000 $50,000 $75,000 $100,000 ---------$250,000 $125,000 $175,000 $200,000 $250,000 ---------$750,000 $350,000 $450,000 $550,000 $650,000 ---------$2,000,000 $700,000 $725,000 $775,000 $800,000 ---------$3,000,000 $850,000 $950,000 $1,050,000 $1,150,000 ---------$4,000,000

Contract Year ------------One

Contract Quarter ---------------One...................... Two...................... Three.................... Four.....................

Two

One...................... Two...................... Three.................... Four.....................

Three

One...................... Two...................... Three.................... Four.....................

Four

One...................... Two...................... Three.................... Four.....................

Five

One..................... Two..................... Three................... Four....................

After the initial Term of this Agreement, any renewal Terms under Section 8.1 below shall be subject to ongoing quarterly minimum royalty payments under this Section 4.3 in the amount of $1,125,000. (b) The parties hereby acknowledge and agree that the Products contain an active ingredient known as "vanadyl sulfate hydrate" ("Vanadium"). If, during the Term of this Agreement or any renewal Terms thereof, any federal, state, or local law, legislation, rule, regulation, ordinance or code of the United States or any subdivision thereof relating to Vanadium materially and adversely affects GS' ability to Commercialize the Products (the "Regulation"), GS shall have no obligation to pay the minimum royalty payments set forth above for so long as the Regulation is in effect. 6

4.4 Calculation and Payment of Royalties; Payment of Minimum Royalties. (a) Payments pursuant to Section 4.2 and reports for the sale of Products shall be calculated and reported for each calendar month. All payments due to Akesis pursuant to Section 4.2 shall be paid within ten (10) days of the end of each calendar month. Each such payment shall be accompanied by a report of Net Sales of Products in sufficient detail to permit confirmation of the accuracy of the payment made, including, without limitation, the number of Products sold by GS and GS has actually received payment for the same, the net revenues actually received by GS and Net Sales of Products, the royalty payable under Section 4.2, in U.S. dollars, the method used to calculate such royalty and the exchange rates used. (b) Payments pursuant to Section 4.3 shall be due on a Contract Quarter basis. All payments due to Akesis pursuant to Section 4.3 shall be paid within ten (10) days of the end of each Contract Quarter. Each such payment shall be accompanied by a report showing calculation of the amount due, using the amount specified in Section 4.3, less earned royalties paid under Section 4.2 for the applicable Contract Quarter. 4.5 Third Party Licenses. If one or more licenses under any Patent(s) of a Third Party or Parties are required by GS to Commercialize Products in the Territory as permitted by this Agreement ("Third Party Patent License(s)"), fifty percent (50%) of any royalties actually paid by GS under such Third Party Patent License(s) with respect to Commercialization of such Product shall be creditable against the royalty payments to be paid to Akesis by GS with respect to the sale of such Product in such country; provided, however, that, on a Product-by-Product and country-by-country basis, the royalties payable to Akesis in any given year shall not be reduced by more than fifty percent (50%) of the royalties that would otherwise be payable under Sections 4.2 and 4.3 hereof. 4.6 Tax Withholding. Akesis will pay any and all taxes levied on account of payments it is entitled to receive under this Agreement. If any taxes are required to be withheld by GS, GS will (a) deduct such taxes from the payment made to Akesis, (b) timely pay the taxes to the proper taxing authority, and (c) send proof of payment to Akesis and certify its receipt by the taxing authority within thirty (30) days following such payment. 4.7 Exchange Rate; Manner and Place of Payment. All payments hereunder shall be payable in U.S. dollars. With respect to each quarter, for countries other than the United States, whenever conversion of payments from any foreign currency shall be required, such conversion shall be made at the rate of exchange reported in The Wall Street Journal, Western Edition, on the last business day of the applicable calendar month or Contract Quarter. All payments owed under this Agreement shall be made by wire transfer to a bank and account designated in writing by Akesis, unless otherwise specified in writing by Akesis. 4.8 Late Payments. In the event that any payment due hereunder is not made when due, the payment shall accrue interest from the date due at the rate of one and one-half percent (1.5%) per month; provided, however, that in no event shall such rate exceed the maximum legal annual interest rate. The payment of such interest shall not limit Akesis from exercising any other rights it may have as a consequence of the lateness of any payment. 7

4.9 Records; Audits. During the term of this Agreement and for a period of three (3) years thereafter, GS shall keep complete and accurate records pertaining to the sale or other disposition of Products in sufficient detail to permit Akesis to confirm the accuracy of payments due hereunder. Akesis shall have the right to cause an independent, certified public accountant reasonably acceptable to GS to audit such records to confirm Net Sales and royalty payments for a period covering not more than the preceding three (3) years. Akesis agrees to treat, and to use its best efforts to cause such accountant to treat, all such information as confidential and not to use or disclose any such information for any purpose except to determine compliance with this Agreement. For the avoidance of doubt, GS shall not be obligated to provide Akesis or such accountant with access to any records or information other than that which is necessary to confirm Net Sales and royalty payments hereunder. Such audits may be exercised during normal business hours upon reasonable prior written notice to GS. Prompt adjustments shall be made by the parties to reflect the results of such audit. Akesis shall bear the full cost of such audit unless such audit discloses a variance of more than seven and one-half percent (7.5%) from the amount of royalties due under this Agreement, in which case, GS shall bear the full cost of such audit. 5. INTELLECTUAL PROPERTY 5.1 Ownership of Licensed Technology. Akesis shall at all times remain the sole and exclusive owner of the Licensed Technology. 5.2 Patent Prosecution and Maintenance. Akesis shall file, prosecute and maintain all patent applications and patents included in the Licensed Patents. Akesis shall provide GS with an opportunity to review and discuss with Akesis prosecution strategy and to consult with Akesis on the content of patent filings. Akesis shall be responsible for all costs, fees and expenses incurred from and after the Effective Date in connection with the filing and prosecution of such patent applications and the maintenance of such patents. Akesis agrees to notify GS in writing in a timely manner if it does not desire to support the continued prosecution or appeals or maintenance of any Licensed Patent. In the event Akesis declines to pursue, or does not, within sixty (60) days following written request from GS, take reasonably requested action with respect to the filing, prosecution or maintenance of any Licensed Patent, GS may, at its own expense, continue to prosecute or maintain such Licensed Patent in the name and on behalf of Akesis; provided, however that GS shall be entitled, at Akesis' option, to either (i) a credit earned on reasonable expenses GS incurs in connection with therewith against the minimum royalty payments due under Section 4.3; or (ii) reimbursement of all sums spent by GS in connection with the maintenance of the same. 5.3 Patent Enforcement. Each party shall promptly notify the other in writing of any alleged or threatened infringement of any patent included in the Licensed Patents of which such party becomes aware. (a) With respect to any infringement of any patent included in the Licensed Patents, Akesis shall bring and control any action or proceeding with respect to such infringement at its own expense and by counsel of its own choice, and, solely to the extent such infringement involves the manufacture, use or sale of any product that would compete with the Products in the Territory, GS shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. To the extent such infringement involves the 8

manufacture, use or sale of any product that would compete with the Products in the Territory, if Akesis fails to bring an action or proceeding within (i) sixty (60) days following the notice of alleged infringement or (ii) ten (10) days before the time limit, if any, set forth in the applicable laws and regulations for the filing of such actions, whichever comes first, GS shall have the right, but not the obligation, to bring and control any action or proceeding with respect to such infringement at its own expense and by counsel of its own choice, and Akesis shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. GS shall be entitled, at Akesis' option, to either (i) a credit earned on litigation and reasonable expenses GS incurs in connection with its enforcement of the Licensed Patents against the minimum royalty payments due under Section 4.3, less any net recovery realized by GS as a result of such litigation; or (ii) reimbursement of all sums spent by GS in connection with its enforcement of the same. (b) In the event a party brings an infringement action in accordance with this Section 5.3, the other party shall cooperate fully, including if required to bring such action, the furnishing of a power of attorney. Neither party shall have the right to settle any patent infringement litigation under this Section 5.3 in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). Any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of Akesis and/or GS, as the case may be, shall be retained by the party that brought and controlled such litigation for purposes of this Agreement, except that any recovery realized by GS as a result of such litigation, after reimbursement of the parties' respective litigation or other reasonable expenses, shall, to the extent attributable to lost sales of Products, be treated as Net Sales of Products by GS. 5.4 Third Party Infringement Claims. Each party shall promptly notify the other in writing of any allegation by a Third Party that the practice of the Licensed Technology infringes or may infringe the intellectual property rights of such Third Party. A party shall have the sole right to control any defense of any such claim involving alleged infringement of Third Party rights by such party's activities at its own expense and by counsel of its own choice. Neither party shall have the right to settle any patent infringement litigation under this Section 5.4 relating to the Licensed Technology in a manner that diminishes the rights or interests of the other party without the consent of such other party (which shall not be unreasonably withheld). Notwithstanding any other provision herein to the contrary, this Section 5.4 shall not apply to any Indemnified Claims (as defined below). 5.5 Cooperation of the Parties. Each party agrees to cooperate fully in the preparation, filing, and prosecution of any Licensed Patents under this Agreement and in the obtaining and maintenance of any patent extensions, supplementary protection certificates and the like with respect to any Licensed Patent. Such cooperation includes, but is not limited to, promptly informing the other party of any matters coming to such party's attention that may affect the preparation, filing, prosecution or maintenance of any Licensed Patents. 6. CONFIDENTIALITY 6.1 Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the parties, the parties agree that, during the term of this 9

Agreement, and for a period of five (5) years thereafter, each party (the "Receiving Party") will maintain in confidence all Confidential Information disclosed by the other party (the "Disclosing Party"). The Receiving Party may use the Confidential Information of the Disclosing Party only to the extent required to accomplish the purposes of this Agreement. The Receiving Party shall use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Disclosing Party's Confidential Information. Each party will promptly notify the other upon discovery of any unauthorized use or disclosure of the other party's Confidential Information. 6.2 Exceptions. The obligations of confidentiality contained in Section 6.1 will not apply to the extent that it can be established by the Receiving Party by competent proof that such Confidential Information: (a) was already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement; or (d) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party not to disclose such information to others. 6.3 Authorized Disclosure. Each party may disclose the other party's Confidential Information to the extent such disclosure is reasonably necessary in the following instances: (a) filing, prosecuting or maintaining the Licensed Patents in accordance with this Agreement; (b) in the case of GS, practicing the license granted hereunder or preparing and submitting regulatory filings with respect to Products; (c) prosecuting or defending litigation or complying with applicable court orders or governmental regulations; or (d) disclosure to Affiliates, employees, consultants, agents or other Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Affiliate, employee, consultant, agent or Third Party agrees to be bound by similar terms of confidentiality and non-use at least equivalent in scope to those set forth in this Article 5. 10

Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party's Confidential Information pursuant to Section 6.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder. The parties will consult with each other on the provisions of this Agreement to be redacted in any filings made by the parties with the Securities and Exchange Commission or as otherwise required by law. 6.4 Existing Confidentiality Agreement. In addition to the confidentiality obligations set forth herein, the parties hereby acknowledge and agree that they each continue to be bound by the obligations and duties set forth in that certain confidentiality agreement currently in effect dated June 6, 2002 by and between the parties hereto. 6.5 Non-Circumvention. Akesis agrees that during the Term of this Agreement, it shall not directly circumvent or interfere with GS' relationships with respect to (a) any GS customers existing prior to any expiration or termination of this Agreement; and (b) Third Party Subcontractors, distributors, salespersons, or other marketing and sales relationships. In addition, during the Term of this Agreement, Aksesis shall not enter into a relationship with any Third Party that Akesis knows or would have reason to know would have the effect of circumventing or interfering with GS' relationships with respect to (a) or (b) above. Akesis hereby acknowledges and agrees that this provision shall survive any termination or expiration of this Agreement for so long as GS continues to (i) Commercialize the Products during the Sunset Period, as defined and described in Section 8.4(a)(ii) below; or (ii) Commercialize the Products to customers existing prior to such termination or expiration, as provided for in Section 8.4(a)(iii) below. 7. REPRESENTATIONS AND WARRANTIES The following Representations and Warranties are made as of the Effective Date of the Agreement. 7.1 Representations and Warranties of Akesis. (a) Authority to License. Akesis represents and warrants to GS that: (i) Akesis has full power and authority to grant the rights granted by this Agreement to GS, that no consent of any other person or entity is required by Akesis to grant such rights other than consents that have been obtained and are in effect, and that neither the performance of this Agreement by Akesis, nor the license to GS of the Licensed Technology or Products will in any way violate any non-disclosure agreement, (ii) there are no outstanding liens, encumbrances, agreements or understandings of any kind, either written, oral or implied, regarding the Licensed Technology which are inconsistent or in conflict with any provision of this Agreement, and (iii) to Akesis' knowledge, neither the practice of the Licensed Technology as practiced by Akesis up to the Effective Date, nor the Commercialization of Products as Commercialized by Akesis up to the Effective Date, infringes the intellectual property rights of any Third Party in the Territory. 11

(b) Regulatory Approval. Akesis represents that it is not aware of any specific regulatory approval required to market the Products. (c) Clinical Finding. Within its existing customer base and open label studies, results of which have been provided to GS, Akesis is not aware of material adverse events associated with use of the Product. (d) Litigation Warranty. Akesis represents and warrants that there is no pending litigation which alleges that the practice of the Akesis Technology would infringe or misappropriate any intellectual property rights of any Third Party, and Akesis has not received any written communication threatening any such litigation, and to its knowledge Akesis' has not received any verbal communication threatening any such litigation. 7.2 Mutual Representations and Warranties. Each party hereby represents and warrants to the other party that: (a) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of this Agreement do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 7.3 Disclaimer. Except as expressly set forth herein, THE TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS PROVIDED BY AKESIS HEREUNDER ARE PROVIDED "AS IS" AND AKESIS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES WITH RESPECT THERETO. 7.4 Limitation of Liability. EXCEPT FOR PAYMENTS UNDER ARTICLE 4 OR LIABILITY FOR BREACH OF ARTICLE 6, NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER; provided, however, that this Section 7.4 shall not be construed to limit either party's indemnification obligations under Article 9. 8. TERM; TERMINATION 8.1 Term. The term of this Agreement will commence as of the Effective Date and, unless sooner terminated as provided hereunder, will continue in full force and effect for sixty-six (66) months after the Product Launch Date (as the same may be extended, the "Term"). Provided that GS has satisfied all of its respective obligations set forth herein, the Term shall automatically renew for additional consecutive one (1) year terms unless GS notifies Akesis in writing 12

of its intent not to renew at least ninety (90) days before the expiration of the then current Term. 8.2 Termination for Cause. Each party shall have the right to terminate this Agreement upon forty-five (45)days written notice to the other upon the occurrence of any of the following: (a) Upon or after bankruptcy, insolvency, dissolution or winding up of the other party (other than a dissolution or winding up for the purpose of reconstruction, amalgamation or reorganization); or (b) Upon or after the breach of any material provision of this Agreement by the other party if the breaching party has not cured such breach within the forty-five (45) day period following written notice of termination by the nonbreaching party (the "Cure Period"). Notwithstanding the foregoing, if, within the Cure Period, the defaulting party has commenced curing the default and continues proceeding with all due diligence to cure the default, then the Cure Period shall be automatically extended for a reasonable amount of time, but in no event more than an additional forty-five (45) days, to allow for the defaulting party to cure the same. (c) Notwithstanding any other provision of this Agreement to the contrary, failure by GS to make payments hereunder when due shall constitute a material breach of this Agreement. Furthermore, at Akesis' option this Agreement shall be subject to immediate termination if License Fees payable under Section 4.1 are not received within seven (7) days from the date due, and Royalty and Minimum Royalty payments under Sections 4.2 and 4.3 are not received within forty-five (45) days from the date due. 8.3 Additional Termination Rights of Akesis. In addition to the termination rights set forth in Section 8.2, Akesis shall have the right to terminate this Agreement as follows: (a) Upon written notice to GS in the event that GS has not completed the First Financing within ninety (90) days of the Effective Date; provided, however, that if, at the end of such ninety (90) day period, GS has executed a term sheet or similar documentation with one or more Third Parties regarding the First Financing, then GS shall have an additional sixty (60) days to complete the First Financing, and if GS has not completed the First Financing prior to the end of such additional sixty (60) day period, then Akesis may terminate this Agreement upon written notice to GS; or (b) Upon written notice to GS in the event that GS has not completed the Second Financing prior to the Product Launch Date. 8.4 Additional Termination Rights of GS. In addition to the termination rights set forth in Section 8.2, GS shall have the right to terminate this Agreement at any time during the Marketing Test Period, if GS, in its sole and absolute discretion, elects not to proceed with the licensing arrangement contemplated herein and provides Akesis written notification of the same (the "Notice"). 13

8.5 Effect of Termination; Surviving Obligations. (a) Upon termination of this Agreement pursuant to Sections 8.1, 8.2, 8.3, and 8.4, or upon expiration of this Agreement in accordance with its terms: (i) the license granted by Akesis to GS in Article 2 shall terminate; (ii) for consideration totaling US$1.00 (one dollar), GS shall transfer and assign to Akesis all of its right, title and interest in and to the Trademarks and all goodwill associated with or attached to the Trademarks arising out of the use thereof by GS and its Affiliates and shall take such other actions and execute such other instruments, assignments and documents as may be necessary to effectuate such assignment to Akesis; (iii) in the event of any expiration or termination of this Agreement, Akesis shall, and it hereby does, grant to GS a non-exclusive, royalty-bearing license, without the right to sublicense, under the Licensed Technology to Commercialize any Products in inventory or ordered and/or accepted as of the date of the termination or expiration of this Agreement, subject to GS' compliance and payment of royalty payments in accordance with Section 4.2 (but not minimum royalties under Section 4.3) and all other applicable provisions of this Agreement. (the "Sunset Period"). The foregoing license includes the right to use the Trademarks in connection with the Commercialization of the Products during the Sunset Period. (iv) Akesis shall, and it hereby does, grant to GS a non-exclusive, royalty-bearing license, without the right to sublicense, under the Licensed Technology to Commercialize the Products in the Territory solely for sale or distribution to customers existing prior to such termination (as evidenced by the consummation by such customer of at least one (1) SKU of Product, including payment in full therefor, prior to termination of this Agreement), subject to the ongoing compliance and payment of royalty payments in accordance with Section 4.2 (but not minimum royalties under Section 4.3) and all other applicable provisions of this Agreement. The foregoing license includes the right to use the Trademarks in connection with the Commercialization of Products in the Territory, subject to the provisions of Section 3.3; and (v) all other rights and obligations of the parties under this Agreement shall terminate, except as set forth in this Section 8.4. (b) For the avoidance of doubt, in no event shall a change in control of a party be deemed to give rise to any right of termination of this Agreement by either party. (c) Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination. Except as expressly set forth elsewhere in this Agreement, the obligations and the rights of the parties under Sections 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 5.1, 7.3 and 7.4 and Articles 6, 8, 9 and 10 shall survive expiration or termination of this Agreement. 8.6 Rights in Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Akesis are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to "intellectual property" as defined under Section 101 of the U.S. Bankruptcy 14

Code. The parties agree that GS, as licensee of such rights under this Agreement, will retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. The parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Akesis under the U.S. Bankruptcy Code, GS will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and same, if not already in its possession, will be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Akesis elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Akesis upon written request therefor by GS. 8.7 Remedies. In the event of any breach of any provision of this Agreement, in addition to the termination rights set forth herein, each party shall have all other rights and remedies at law or equity to enforce this Agreement. 9. INDEMNIFICATION 9.1 Indemnification by GS. GS hereby agrees to save, defend, indemnify and hold harmless Akesis, its Affiliates and their respective directors, officers, employees and agents (each, an "Indemnitee") from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys' fees ("Losses"), to which an Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of GS or its Affiliates' (i) the breach by GS of any covenant, representation or warranty contained in this Agreement; (ii) the gross negligence or willful misconduct of GS; or (iii) Commercialization of the Products, except to the extent such Losses (a) result from the gross negligence or willful misconduct of any Indemnitee; or (b) are indemnified by Akesis under Section 9.2 below. 9.2 Indemnification by Akesis. Akesis hereby agrees to save, defend, indemnify and hold harmless GS, its Affiliates and their respective employees, officers, directors and agents (each, a "GS Indemnified Party") from and against any Losses to which a GS Indemnified Party may become subject as a result of any claim, demand, action or other proceeding by any Third Party based upon (i) the breach by Akesis of any covenant, representation or warranty contained in this Agreement; (ii) the gross negligence or willful misconduct of Akesis; or (iii) a suit or claim alleging that GS' Commercialization of Products (as such Products exist as of the Effective Date and with labeling that is consistent in all material respects with the labeling used by Akesis prior to the Effective Date) in the Territory in accordance with this Agreement infringes the intellectual property rights of a Third Party (the "Indemnified Claims"). 9.3 Conditions to Indemnification. The obligations of the indemnifying party under Sections 9.1 and 9.2 are conditioned upon the delivery of written notice to the indemnifying party of any potential Losses promptly after the indemnified party becomes aware of such potential Losses. In the event of the assertion or commencement by any Third Party of any suit or claim with respect to which the indemnifying party may become obligated to indemnify, hold harmless, compensate or reimburse any indemnitee pursuant to Section 9.1 or 9.2, the indemnifying party shall assume the defense of such suit or claim, at the sole expense of the indemnifying party, within the time allowed for responding to such suit or claim. In that event: 15

(a) the indemnifying party shall proceed to defend such suit or claim in a diligent manner with counsel reasonably satisfactory to the indemnified party; (b) the indemnified party shall make available to the indemnifying party any non-privileged documents and materials in the possession of the indemnified party that may be necessary to the defense of such suit or claim; (c) the indemnifying party shall keep the indemnified party informed of all material developments and events relating to such suit or claim; and (d) the indemnified party shall have the right to participate in the defense of such suit or claim at its sole expense. If the indemnifying party does not assume the defense of any such suit or claim within the time allowed (a "Failure to Defend"), the indemnified party may proceed with the defense of such suit or claim on its own. If the indemnified party so proceeds with the defense of any such suit or claim on its own: (i) all expenses relating to the defense of such suit or claim shall be borne and paid exclusively by the indemnified party; provided, however, that the indemnified party shall have the right to withhold and deduct any sum that may be owed to the indemnifying party under Section 9.1 or 9.2 from any amount otherwise payable by the indemnified party to the indemnifying party. The withholding and deduction of any such sum shall operate for all purposes as a complete discharge (to the extent of such sum) of the obligation to pay the amount from which such sum was withheld and deducted; (ii) the indemnifying party shall make available to the indemnified party any documents and materials in the possession or control of either of the indemnifying party that may be necessary to the defense of such suit or claim; and (iii) the indemnified party shall keep the indemnifying party informed of all material developments and events relating to such suit or claim. 9.4 Settlements. Neither party may settle a claim or action related to any Losses without the consent of the other party, if such settlement would impose any monetary obligation on the other party or require the other party to submit to an injunction or otherwise limit the other party or its Affiliates, employees, agents, officers and directors . Notwithstanding the foregoing, in the event of a Failure of Defend, the indemnified party shall have the right settle any such claim or action. In that event, the indemnified party shall have the right to withhold and deduct the entire settlement amount from any amount otherwise payable by the indemnified party to the indemnifying party. 9.5 Insurance. From and after such time as GS or its Affiliates first manufactures or distributes any Product, GS, at its own expense, shall maintain product liability insurance naming Akesis as an additional insured in an amount consistent with industry standards and GS' own policies, but in no event less than one million dollars ($1,000,000) per each occurrence, subject to an aggregate limit of two million dollars ($2,000,000) per annum plus a one million dollar ($1,000,000) umbrella, during the Term of the Agreement. GS shall use its best efforts to obtain a five million dollar ($5,000,000) limit if and when 16

available or economically feasible, on terms and conditions as determined in GS' reasonable discretion. 10. MISCELLANEOUS PROVISIONS 10.1 Governing Law; Arbitration. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the laws of another jurisdiction. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement (excluding, in any event, any dispute relating to patent scope, validity or infringement arising under this Agreement) that are not resolved by their mutual agreement shall be submitted to final and binding arbitration in San Diego County, California before JAMS, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. Either party may commence the arbitration process called for in this Agreement by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration will be conducted in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings. The parties covenant that they will participate in the arbitration in good faith. The arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized (i) to award non-economic or punitive damages, or (ii) to reform, modify or materially change this Agreement; provided, however, that the damage limitations described in part (i) of this sentence will not apply if such damages are statutorily imposed. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief they deem just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. Each party shall bear its own attorney's fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator; provided, however, the arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys' fees, costs and disbursements and/or the fees and costs of the arbitrator. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. By agreeing to this binding arbitration provision, the parties understand that they are waiving certain rights and protections which may otherwise be available if a claim between the parties were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this provision, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence. Judgment upon the award rendered by the panel shall be final and nonappealable and may be entered in any court having jurisdiction thereof. The provisions of this paragraph may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys fees, to be paid by the party against whom enforcement is ordered. 10.2 Entire Agreement; Modification. This Agreement (including the Exhibits hereto) is both a final expression of the parties' agreement and a complete and exclusive statement with respect to all of its terms. This Agreement supersedes all prior and contemporaneous agreements and communications, whether oral, written or otherwise, concerning any and all matters contained herein, including, without limitation, the Letter of Intent 17

dated July 26, 2002, by and between the parties hereto. No rights or licenses with respect to any intellectual property of either party are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement. No trade customs, courses of dealing or courses of performance by the parties shall be relevant to modify, supplement or explain any term(s) used in this Agreement. This Agreement may not be modified or supplemented by any purchase order, change order, acknowledgment, order acceptance, standard terms of sale, invoice or the like. This Agreement may only be modified or supplemented in a writing expressly stated for such purpose and signed by the parties to this Agreement. 10.3 Relationship Between the Parties. The parties' relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever. 10.4 Non-Waiver. The failure of a party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such party. 10.5 Assignment. Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however, that either party may assign this Agreement and its rights and obligations hereunder without the other party's consent to an Affiliate or in connection with the transfer or sale of all or substantially all of the business of such party to which this Agreement relates to a Third Party, whether by merger, sale of stock, sale of assets or otherwise. In the event of such transaction, however, intellectual property rights of the acquiring party to such transaction (if other than one of the parties to this Agreement) shall not be included in the technology licensed hereunder. The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any assignment not in accordance with this Agreement shall be void. 10.6 No Third Party Beneficiaries. This Agreement is neither expressly nor impliedly made for the benefit of any party other than those executing it. 10.7 Severability. If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of this Agreement. All remaining portions shall remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part. 18

10.8 Notices. Any notice to be given under this Agreement must be in writing and delivered either in person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the party to be notified at its address(es) given below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earlier of: (a) the date of actual receipt; (b) if mailed, three calendar days after the date of postmark; or (c) if delivered by overnight courier, the next business day the overnight courier regularly makes deliveries. If to Akesis, notices must be addressed to: Akesis Pharmaceuticals, Inc. 4370 La Jolla Village Drive, Suite 685 San Diego, CA 92122 Attention: Kevin Kinsella Telephone: (858) 546-2460 Facsimile: (858) 546-2470 If to GS, notices must be addressed to: Gender Sciences, Inc. 10 West Forest Avenue Englewood, New Jersey 07631 Attention: Gene Terry, Chairman Telephone: (201) 569-1188 Facsimile: (201) 569-3224 With a copy to: Foley & Lardner 402 West Broadway, 23rd Floor San Diego, California 92101 Attention: Kenneth D. Polin, Esq. Telephone: (619) 685-4615 Facsimile: (619) 234-3510 10.9 Force Majeure. Each party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement (other than the obligation to make payment when due) by reason of any event beyond such party's reasonable control including but not limited to Acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, accident, destruction or other casualty, any lack or failure of transportation facilities, any lack or failure of supply of raw materials, any strike or labor disturbance, or any other event similar to those enumerated above. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the party has not caused such event(s) to occur. Notice of a party's failure or delay in performance due to force majeure must be given to the other party within ten (10) calendar days after its occurrence. All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of 19

such force majeure. In no event shall any party be required to prevent or settle any labor disturbance or dispute. 10.10 Legal Fees. If any party to this Agreement resorts to any legal action or arbitration in connection with this Agreement, the prevailing party shall be entitled to recover reasonable fees of attorneys and other professionals in addition to all court costs and arbitrator's fees which that party may incur as a result. 10.11 Headings. The headings contained in this Agreement have been added for convenience only and shall not be construed as limiting or used in the interpretation of this Agreement. 10.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one instrument. [Remainder of Page Intentionally Left Blank] 20

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, including the Exhibit attached hereto and incorporated herein by reference. AKESIS PHARMACEUTICALS, INC. GENDER SCIENCES, INC.
By: /s/ GARY KEELING -----------------------------------Name: Gary Keeling -----------------------------------Title: President and CEO -----------------------------------By: /s/ EUGENE TERRY ------------------------------------Name: Eugene Terry ------------------------------------Title: Chairman -------------------------------------

[Signature Page to License Agreement] 21

EXHIBIT A Licensed Patents as of the Effective Date 1) US Patent 5,962,030, issued October 5, 1999 - "Dietary Supplement and Method of Treatment for Diabetic Control" 2) US Patent 6,203,819 issued March 20, 2001 - "Dietary Supplement and Method of Treatment for Diabetic Control"

EXHIBIT B Product Any product, other than an FDA approved drug or prescription pharmaceutical product, in any form, formulation, or derivative hereof developed or based on the following micronutrient supplements: Akesis Product Label (attached)

EXHIBIT 10.13 GENDER SCIENCES, INC. REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.13 GENDER SCIENCES, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of November __, 2002 ("Effective Date"), by and among GENDER SCIENCES, INC., a New Jersey corporation (the "Company"), and the lenders listed on the signature page attached hereto, referred to hereinafter as the "Lenders" and each individually as an "Lender." RECITALS WHEREAS, the Lenders are purchasing up to Four Hundred Fifty Thousand Dollars ($450,000) aggregate principal amount of convertible promissory notes (the "Convertible Notes") pursuant to that certain Loan Agreement (the "Loan Agreement") of even date herewith; (the "Financing"). WHEREAS, the obligations in the Loan Agreement are conditioned upon the execution and delivery of this Agreement; and WHEREAS, in connection with the consummation of the Financing, the Lenders and the Company desire to enter into this Agreement in order to grant registration, information rights and other rights to the Lenders as set forth below; and NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. GENERAL. 1.1 Definitions. As used in this Agreement the following terms shall have the following respective meanings: (a) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (b) "Form S-3" means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC. (c) "Holder" means any person owning of record, or having the right to acquire, Registrable Securities that have not been sold to the public or any assignee of record of such Registrable Securities in accordance with Section 2.7 hereof. (d) "Preferred Stock" means shares of the Company's preferred stock. (e) "Register," "registered," and "registration" refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

(f) "Registrable Securities" means (a) Common Stock of the Company issuable or issued upon conversion of the Shares; (b) Common Stock of the Company issuable upon conversion of shares of Preferred Stock issuable or issued upon conversion of the Convertible Notes; and (c) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the securities referenced in (a) and (b) above. Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144, (ii) sold in a private transaction in which the transferor's rights under Section 2 of this Agreement are not assigned or (iii) held by a Holder (together with its affiliates) if, as reflected on the Company's list of stockholders, such Holder (together with its affiliates) holds less than 1% of the Company's outstanding Common Stock (treating all shares of Preferred Stock on an as converted basis), the Company has completed its Initial Offering and all shares of Common Stock of the Company issuable or issued upon conversion of the Shares held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period. (g) "Registrable Securities then outstanding" shall be the number of shares of the Company's Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to then exercisable or convertible securities. (h) "Registration Expenses" shall mean all expenses incurred by the Company in complying with Section 2.1 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, reasonable fees and disbursements of a single special counsel for the Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company). (i) "SEC" or "Commission" means the Securities and Exchange Commission. (j) "Securities Act" shall mean the Securities Act of 1933, as amended. (k) "Selling Expenses" shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement. (l) "Special Registration Statement" shall mean (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization, including any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities. -2-

SECTION 2. REGISTRATION. 2.1 Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding any Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement, other than with respect to a Special Registration Statement, all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (a) Underwriting. If the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any shareholder of the Company (other than a Holder) on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence. (b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.2 below. -3-

2.2 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 2.1 above shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. 2.3 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: (a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days or, if earlier, until the Holder or Holders have completed the distribution related thereto; provided, however, that (i) such 120-day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of securities of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 120-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, however in no event longer than one year from the effective date of the registration statement and provided that Rule 145, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (a) includes any prospectus required by Section 10(a)(3) of the Securities Act or (b) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (a) or (b) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. (b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above. (c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. (d) Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions. -4-

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. (f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (g) Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters. (h) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed. (i) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration. 2.4 Termination of Registration Rights. All registration rights granted under this Section 2 shall terminate and be of no further force and effect on the earlier to occur of (a) the date upon which all Registrable Securities can be sold under Rule 144(k); or (b) the fifth (5th) anniversary of Effective Date of this Agreement. 2.5 Delay of Registration; Furnishing Information. (a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2. -5-

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2.1 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities. 2.6 Indemnification. In the event any Registrable Securities are included in a registration statement under Section 2.1: (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder. (b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other federal or state -6-

law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Holder Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated by reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 2.6 exceed the proceeds from the offering received by such Holder. (c) Promptly after receipt by an indemnified party under this Section 2.6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.6, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.6. (d) If the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the -7-

indemnified party on the other in connection with the statements or omissions that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the proceeds from the offering received by such Holder. (e) The obligations of the Company and Holders under this Section 2.6 shall survive completion of any offering of Registrable Securities in a registration statement and the termination of this Agreement. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 2.7 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may be assigned by a Holder to a transferee or assignee of Registrable Securities that (a) is a wholly-owned subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder, (b) is a Holder's family member or trust for the benefit of an individual Holder, or (c) acquires at least ten percent (10%) of the then outstanding shares of Common Stock, (as adjusted for stock splits and combinations); provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement; and (iii) such transferee shall not be a competitor of the Company as determined in the reasonable discretion of the Board of Directors of the Company. 2.8 Amendment of Registration Rights. Any provision of this Section 2 may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this Section 2.8 shall be binding upon each Holder and the Company. By acceptance of any benefits under this Section 2, Holders of Registrable Securities hereby agree to be bound by the provisions hereunder. 2.9 "Market Stand-off" Agreement. Each Holder hereby agrees that such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act. -8-

2.10 Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Holder's obligations under Section 2.10 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company's securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 2.10 and this Section 2.11 shall not apply to a Special Registration Statement. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred eighty (180) day period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 2.10 and 2.11. The underwriters of the Company's stock are intended third party beneficiaries of Sections 2.11 and 2.10 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 2.11 Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its best efforts to: (a) Make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public. (b) File with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act and the Securities Act. (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: (i) a written statement by the Company as to its compliance with the reporting requirements of said Rule 144, the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); (ii) a copy of the most recent annual or quarterly report of the Company filed with the Commission and such other reports and documents so filed by the Company; and (iii) such other reports, documents and information as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration. SECTION 3. MISCELLANEOUS. 3.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New Jersey in all respects as such laws are applied to agreements among New Jersey residents entered into and performed entirely within New Jersey. The parties agree that any action brought by either party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and each party agrees to and does hereby submit to the jurisdiction and venue of, any state or federal court located in the ______, New Jersey. -9-

3.2 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors, and administrators and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price. 3.3 Entire Agreement. This Agreement, the exhibits and schedules hereto, and the Loan Agreement and the other documents delivered pursuant thereto (collectively, the "related Agreements") constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements except as specifically set forth herein and therein. Each party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement and the Related Agreements. 3.4 Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 3.5 Amendment and Waiver. (a) Except as otherwise expressly provided, this Agreement may be amended or modified only upon the written consent of the Company and the holders of at least a majority of the then-outstanding Registrable Securities. (b) Except as otherwise expressly provided, the obligations of the Company and the rights of the Holders under this Agreement may be waived only with the written consent of the holders of at least a majority of the thenoutstanding Registrable Securities. (c) For the purposes of determining the number of Holders or Lenders entitled to vote or exercise any rights hereunder, the Company shall be entitled to rely solely on the list of record holders of its stock as maintained by or on behalf of the Company. 3.6 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, or the Related Agreements, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any party's part of any breach, default or noncompliance under this Agreement or the Related Agreements or any waiver on such party's part of any provisions or conditions of this Agreement or the -10-

Related Agreements must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or the Related Agreements, by law, or otherwise afforded to any party, shall be cumulative and not alternative. 3.7 Notices. Any communications between the parties or notices provided for in this Agreement may be given by mailing them, first class, postage prepaid, to the Company at the address as set forth on the signature page hereof and to Lender at the address as set forth on the signature pages or Exhibit A hereto or to such other address as either party may indicate to the other in writing after the date of this Agreement. 3.8 Attorneys' Fees. In the event that any suit or action is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 3.9 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 3.10 Counterparts; Facsimile. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. To the maximum extent permitted by law or by any applicable governmental authority, this Agreement may be signed and transmitted by facsimile with the same validity as if it were an ink-signed document. 3.11 Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated entities or persons or persons or entities under common management or control shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 3.12 Pronouns. All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as to the identity of the parties hereto may require. [Remainder of Page Intentionally Left Blank] -11-

IN WITNESS WHEREOF, the parties hereto have executed this REGISTRATION RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof.
COMPANY: GENDER SCIENCES, INC. LENDERS: THE ULLMAN FAMILY PARTNERSHIP

/s/ EUGENE TERRY -----------------------------------Eugene Terry Chairman and Chief Executive Officer 10 West Forest Avenue Englewood, New Jersey 07631

Signature: /s/ RICHARD ULLMAN ----------------------------Richard Ullman Title: Partner --------------------------------(if applicable) Address: ----------------------------------------------------------------------

FRANCIS A. NEWMAN
Signature: /s/ FRANCIS A. NEWMAN ----------------------------Francis A. Newman Title: --------------------------------(if applicable)

Address: -12-

EXHIBIT 10.14 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment to Executive Employment Agreement (the "Amendment") is entered into as of March 6, 2003 (the "Effective Date") by and between Gender Sciences, Inc. (the "Company") and Arnold M. Gans ("Executive"). RECITALS WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated as of January 1, 2003 (the "Employment Agreement') and desire to amend the Employment Agreement as set forth herein. Except as otherwise defined herein, capitalized terms used but not defined herein have the respective meanings given to them in the Employment Agreement. NOW THEREFORE, BE IT RESOLVED, that the Employment Agreement is hereby amended as follows: 1. Section 1.2 of the Employment Agreement is hereby amended and restated as follows: "Duties and Responsibilities. Executive shall serve in the position of President. During the Employment Term, Executive shall perform all duties and accept all responsibilities incident to such position or other appropriate duties as may be assigned to him by the Company's Board of Directors. Executive shall devote his full productive time and best efforts to the performing of his duties and responsibilities under this Section 1.2." 2. This Amendment shall be governed by and construed in accordance with the laws of the State of New Jersey as such laws are applied to contracts entered into and performed entirely within New Jersey by New Jersey residents. 3. This Amendment may be signed in any number of counterparts, each of which will be deemed an original and all of which taken together shall constitute one and the same instrument. To the maximum extent permitted by law or by any applicable governmental authority, this Amendment may be signed and transmitted by facsimile with the same validity as if it were an ink-signed document. 4. Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect. This Amendment constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supercedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first above written.
"Company" GENDER SCIENCES, INC. By: /s/ EUGENE TERRY -------------------Print Name: Eugene Terry -----------Title: Chairman -----------------

"Executive"

ARNOLD M. GANS /s/ ARNOLD M. GANS ------------------------

EXHIBIT 21.1 SUBSIDIARIES OF GENDER SCIENCES, INC. Except as indicated below, the following entities are direct/indirect 100% owned subsidiaries of the registrant: Holistic Products Corp., a Delaware corporation NutraPet Labs, Inc., a Delaware corporation

EXHIBIT 23.1 GOLDSTEIN & GANZ, P.C. CERTIFIED PUBLIC ACCOUNTANTS 98 CUTTERMILL ROAD GREAT NECK, NEW YORK 11021 (516) 487-0110 Facsimile (516) 487-2928 Member of the American Institute of Certified Public Accountants, SEC Practice Section Member of The New York State Society of Certified Public Accountants Board of Directors Gender Sciences, Inc. 10 West Forest Avenue Englewood, New Jersey 07631 We hereby consent to the use of our report dated March 14, 2003, appearing on page F-2 of Form 10-KSB of Gender Sciences, Inc for the fiscal year ending January 31, 2003.
/s/ Goldstein & Ganz, CPA's, PC ------------------------------------Goldstein & Ganz, CPA's, PC Great Neck, NY March 14, 2003

Exhibit 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.ss.1350 Solely for the purposes of complying with 18 U.S.C. 1350, I, the undersigned Chief Executive Officer of Gender Sciences, Inc. (the "Company"), hereby certify, to the best of my knowledge, that the Annual Report on Form 10-Q of the Company for the fiscal year ended January 31, 2003 ( the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
March 24, 2003 /s/ FRANCIS A. NEWMAN -----------------------Francis A. Newman Chief Executive Officer

Exhibit 99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.ss.1350 Solely for the purposes of complying with 18 U.S.C. 1350, I, the undersigned Chief Financial Officer of Gender Sciences, Inc. (the "Company"), hereby certify, to the best of my knowledge, that the Annual Report on Form 10-KSB of the Company for the fiscal year ended January 31, 2003 ( the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
March 24, 2003 /s/ ARNOLD GANS -----------------------Arnold Gans Chief Financial Officer