Amendment To Executive Employment Agreement - MEDICAL NUTRITION USA INC - 3-24-2003 by MDNU-Agreements

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									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


								
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