SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant                       |X|
Filed by a party other than the Registrant    |_|

Check the appropriate box:

|_|  Preliminary Proxy Statement           |_|  Confidential, for Use of the
|X|  Definitive Proxy Statement                 Commission Only (as permitted by
|_|  Definitive Additional Materials            Rule 14a-6(e)(2))
|_|  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12

                         Human Pheromone Sciences, Inc.
           ----------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


    ------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(2)   Aggregate number of securities to which transactions applies:


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      to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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            fee  was  paid   previously.   Identify  the   previous   filing  by
            registration  statement number, or the Form or Schedule and the date
            of its filing.

(1)   Amount previously paid:

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                         HUMAN PHEROMONE SCIENCES, INC.

                    Notice of Annual Meeting of Shareholders
                            to be held June 18, 2003
                      ------------------------------------



To the Shareholders of Human Pheromone Sciences, Inc.:

         The annual  meeting of  shareholders  (the  "Annual  Meeting") of Human
Pheromone Sciences, Inc. (the "Company" or "HPS") will be held at the offices of
Heller  Ehrman  White & Mc  Auliffe  LLP,  275  Middlefield  Road,  Menlo  Park,
California,  on June  18,  2003,  at  10:00 am  local  time,  for the  following
purposes:

         (1) To elect  five  Directors  to hold  office  until  the next  Annual
             Meeting;

         (2) To act upon such other  business  as may  properly  come before the
             meeting.

         These items of business are more fully described in the Proxy Statement
accompanying this notice.

         Only shareholders of record at the close of business on April 21, 2003,
are  entitled  to  notice  of,  and  to  vote  at the  Annual  Meeting  and  any
adjournments or postponements thereof.

         All shareholders are cordially invited to attend the meeting in person.
However, to assure your  representation at the meeting,  please mark, sign, date
and return the  enclosed  proxy card as soon as possible in the  postage-prepaid
envelope  enclosed for that purpose.  Any shareholder  attending the meeting may
vote in person even if the shareholder has returned a proxy.


                       BY ORDER OF THE BOARD OF DIRECTORS


                                   Julian N. Stern, Secretary


San Jose, California
April 28, 2003


================================================================================
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL  MEETING IN PERSON,  PLEASE  SIGN
AND RETURN THE  ENCLOSED  PROXY AS SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTPAID
ENVELOPE. THANK YOU FOR ACTING PROMPTLY.
================================================================================



                         HUMAN PHEROMONE SCIENCES, INC.
                      84 West Santa Clara Street, Suite 720
                           San Jose, California 95113
                            Telephone: (408) 938-3030

                          -----------------------------
                                 PROXY STATEMENT
                          -----------------------------


INFORMATION CONCERNING SOLICITATION AND VOTING

         The  enclosed  proxy is  solicited  on behalf of the Board of Directors
(the "Board") of Human Pheromone Sciences,  Inc., a California  corporation (the
"Company"). The proxy is solicited for use at the annual meeting of shareholders
(the "Annual  Meeting") to be held at 10:00 a.m. local time on June 18, 2003, at
the offices of Heller Ehrman White & McAuliffe LLP, 275 Middlefield  Road, Menlo
Park,  California.  The  approximate  date on which  this  proxy  statement  and
accompanying notice and proxy are being mailed to shareholders is May 5, 2003.

Record Date and Shares Outstanding

         Only shareholders of record at the close of business on April 21, 2003,
are  entitled  to  notice  of,  and  to  vote  at the  Annual  Meeting  and  any
adjournments or  postponements  thereof.  At the close of business on that date,
the Company had outstanding  3,429,839 shares of Common Stock,  1,433,333 shares
of Series AA Preferred  Stock  (which are entitled to 642,611  votes) and 17,448
shares of Series BB Preferred  Stock  (which are  entitled to 1,191,636  votes).
Holders of a majority of the  outstanding  shares of common and the  outstanding
shares of preferred stock of the Company,  either present in person or by proxy,
will constitute a quorum for the transaction of business at the Annual Meeting.

Revocability of Proxies

         Any  shareholder  giving a proxy in the form  accompanying  this  proxy
statement has the power to revoke the proxy prior to its  exercise.  A proxy can
be revoked by an instrument of revocation  delivered prior to the Annual Meeting
to the Secretary of the Company,  by a duly executed  proxy bearing a later date
or time  than the date or time of the  proxy  being  revoked,  or at the  Annual
Meeting  if the  shareholder  is  present  and  elects to vote in  person.  Mere
attendance at the Annual Meeting will not serve to revoke a proxy.

Voting and Solicitation

         On all  matters  that come  before the Annual  Meeting,  holders of the
Series AA  Preferred  Stock are  entitled  to 0.448 of a vote for each  share of
Series AA Preferred  Stock held and holders of the Series BB Preferred Stock are
entitled  to 68 votes for each  share of Series BB  Preferred  Stock  held;  all
common  shareholders  are  entitled  to one  vote for each  share  held.  In the
election of Directors,  the holders of Series AA Preferred Stock are entitled to
elect one  director,  and the  holders of Series BB  Preferred  Stock and Common
Stock voting together as a single class elect the remaining four directors.  Mr.
Kaufman  has been  nominated  for  election  by the  holders  of the  Series  AA
Preferred Stock, and the other four nominees have been nominated for election by
holders of Common Stock and Series BB Preferred Stock.

         A  shareholder  has the  right to  request  cumulative  voting  for the
election  of  directors  by giving  notice of such  shareholder's  intention  to
cumulate  votes at the meeting prior to the voting.  Cumulative  voting allows a
shareholder to cast that number of votes which equals the number of directors to
be elected by such shareholder multiplied by the number of votes the Shares held
by such  shareholder  are  entitled to and to  distribute  those votes among the
nominees  as the  shareholder  may  choose.  However,  no  shareholder  shall be
entitled  to vote for more than one  candidate  to be  elected  by the Series AA
Preferred  Stock or more than four candidates to be elected by holders of Common
Stock and  Series BB  Preferred  Stock,  and votes may not be cast in favor of a
candidate unless the candidate's name has been placed in nomination prior to the
voting. In the election of Directors, the candidate

                                      -2-


receiving  the highest  number of  affirmative  votes of the Series AA Preferred
Stock and the four other candidates  receiving the highest number of affirmative
votes of the Series BB  Preferred  Stock and the Common  Stock  represented  and
voting at the Annual Meeting will be elected directors.

         Abstentions and broker non-votes will be counted in determining whether
a quorum is present at the Annual Meeting. Generally, abstentions are counted as
votes  against a proposal for purpose of  determining  whether or not a proposal
has been approved, whereas broker non-votes are not counted for such purpose.

         The  Company  will  bear the  entire  cost of  solicitation,  including
preparation,  assembling and mailing this proxy  statement,  the proxies and any
additional  material which may be furnished to  shareholders.  The Company will,
upon request,  reimburse the reasonable charges and expenses of brokerage houses
or other  nominees  or  fiduciaries  for  forwarding  proxy  materials  to,  and
obtaining  authority  to  execute  proxies  from,  beneficial  owners  for whose
accounts they hold shares of Common Stock. The original  solicitation of proxies
by mail may be supplemented by telephone,  telegram and/or personal solicitation
by directors,  officers or employees of the Company. No additional  compensation
will be paid for such services.


                                      -3-





SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the Company's Common Stock (including  shares of Series
AA and Series BB Preferred  Stock,  on an as-converted to Common Stock basis) as
of  March  31,  2003 by:  (i) each  person  who is known by the  Company  to own
beneficially  more than 5% of the outstanding  shares of Common Stock; (ii) each
of the Company's  executive  officers named in the Summary  Compensation  Table;
(iii) each of the Company's  directors;  and (iv) by all directors and executive
officers as a group. In computing the number of shares  beneficially  owned by a
person and the  percentage  of ownership of that person,  shares of Common Stock
subject  to  options  held by that  person  that are  currently  exercisable  or
exercisable  within  60  days of  March  31,  2003  (see  notes  (1) and (6) for
exceptions)  are  deemed  outstanding.  Such  shares,  however,  are not  deemed
outstanding for the purpose of computing the percentage  ownership of each other
person.  The percentage of beneficial  ownership is based on 3,429,839 shares of
Common Stock  outstanding as of March 31, 2003.  Except as otherwise  indicated,
the Company believes that the beneficial  owners of the securities listed below,
based on information  furnished by such owners,  have sole investment and voting
power with  respect to the Common  Stock  shown as being  beneficially  owned by
them:




       Directors, Nominees, Officers And 5% Stockholders            Shares Beneficially Owned        Percent Of Class
       -------------------------------------------------            -------------------------        ----------------
                                                                                                       
William P. Horgan (1)                                                       125,733                          3.6 %

Bernard I. Grosser, M.D.(2)                                                 138,572                          4.0

Helen C. Leong(3)                                                           109,708                          3.1

Michael D. Kaufman(4)                                                     2,181,468                         41.3

Robert Marx(5)                                                               97,741                          2.8

All executive officers and directors as a group                           2,653,222                         47.8
(5 persons) (6)

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

(1)      Includes 118,000 shares issuable on exercise of outstanding options, of
         which 98,333 are exercisable of March 31, 2003.

(2)      Includes 57,499 shares issuable on exercise of outstanding options.

(3)      Includes 57,499 shares issuable on exercise of outstanding options.

(4)      Includes   279,166   shares  of  Common  Stock  held  in  the  name  of
         partnerships  and 44,167 shares of Common Stock issuable on exercise of
         outstanding   options.   Also  includes   635,474  shares  issuable  on
         conversion of Series AA Preferred  Stock and 1,173,251  shares issuable
         on  conversion  of  Series  BB  Preferred  Stock  held  in the  name of
         partnerships,  which shares represent 100% of the outstanding shares of
         each of the Series AA Preferred and Series BB Preferred Stock.

(5)      Includes 54,166 shares issuable on exercise of outstanding options.

(6)      Includes the shares identified in footnotes (1) through (5) above.


                                      -4-



PROPOSAL 1 -- ELECTION OF DIRECTORS

         Each of the five  directors  to be elected  will hold office  until the
next annual meeting of the  shareholders  or until a successor  shall be elected
and qualified. The following individuals are proposed for election:


Name                         Age     Principal Occupation
- ----                         ---     --------------------

William P. Horgan*           55      Chairman of the Board of Directors,  Chief
                                     Executive Officer and Director

Bernard I. Grosser, MD*      74      Director

Michael D. Kaufman**         62      Director

Helen C. Leong*              75      Director

Robert Marx*                 72      Director

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

*  Nominee to be voted on by the holders of Common Stock and Series BB
   Preferred.

** Nominee to be voted on by the holders of Series AA Preferred Stock.


         William P. Horgan was appointed  Chairman of the Board in November 1996
after serving as President,  Chief Executive  Officer and Director since January
1994,  when he joined the Company.  From May 1992 to January  1994, he served as
Chief   Financial   and   Administrative   Officer  of   Geobiotics,   Inc.,   a
biotechnology-based development stage company.

         Bernard I. Grosser,  MD has served as a Director  since March 1992. Dr.
Grosser is Chairman of the  Department of  Psychiatry at the  University of Utah
and has served in that capacity since 1982. Dr. Grosser has conducted  extensive
research related to hormonal target areas of the brain.

         Michael D. Kaufman,  a Director since August 1997, is Managing  General
Partner of MK Global  Ventures,  a firm he founded in 1987.  Prior to 1987,  Mr.
Kaufman spent six years as a General Partner of Oak Investment  Partners,  where
he was involved in the formation of numerous technology companies. He has served
as founding  investor and director of Businessland,  Concerto  Software,  Katun,
Easel, Ekco,  Interlan and Zycad,  among others.  Prior to becoming a Partner of
Oak Investment  Partners,  Mr. Kaufman was President and COO of Centronics  Data
Corporation,   a  $150  million  NYSE-listed  manufacturer  of  computer-related
printing  devices.  Mr.  Kaufman  currently  serves on the Board of Directors of
Concerto Software,  Asante  Technologies,  and Disc, Inc., whose shares of stock
are  registered  under the Exchange Act. He also serves as a director of several
other privately-held companies.

         Helen C. Leong has served as a Director since April 1993. Mrs. Leong is
and has been for more than five years the  managing  partner of Leong  Ventures,
which  makes  investments  in  the  areas  of  biogenetics  and  health-oriented
technologies.  She is a general partner of CLW Associates,  which specializes in
real estate and start-up  businesses in consumer  fields.  Mrs.  Leong is also a
founder  of  Mid-Peninsula  Bank of Palo Alto where she has served as a director
since 1988.

         Robert Marx has served as a Director  since October 1994.  Mr. Marx was
the founder and Co-Chief  Executive  Officer of Gildamarx  Incorporated,  a firm
specializing in designing and  manufacturing  exercise  apparel and products for
active  lifestyles  from 1979  until the sale of the  company  in 1996.  He is a
former member of the Executive  Committee of the Sports Apparel Products Council
and the Board of Directors of the California  Manufacturers  Association,  and a
member of the Executive Committee of the Board of Governors of the City of Hope.

         There are no family relationships among directors or executive officers
of the Company.

                                      -5-


Required Vote

         The nominee  receiving the highest number of  affirmative  votes of the
Series AA  Preferred  Stock and the four other  nominees  receiving  the highest
number of  affirmative  votes of the Common Stock and Series BB Preferred  Stock
present  or  represented  and  entitled  to be voted for them will be elected as
directors.


THE BOARD OF DIRECTORS  RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF THE NOMINEES.


                                      -6-




Board Compensation

         Directors  currently are not  compensated for attending Board meetings,
but are reimbursed for their  reasonable  expenses  incurred in attendance.  The
Company's  Non-Employee  Directors'  Stock Option Plan (the  "Directors'  Plan")
provides for the automatic grant of 8,333 shares of Common Stock if a person who
is neither an officer nor an employee of the Company and who has not  previously
been a member of the Board is elected or  appointed  director.  Each such option
will  become  exercisable  at the rate of  one-twelfth  of the  number of shares
covered  by the option  each  month  following  the grant  date,  so long as the
individual  is  serving  as a  director,  with full  vesting  over one year.  In
addition,  in June of each  year,  the  Company  is  required  to  grant to each
non-employee director a 10-year Non-Qualified Option to purchase 3,333 shares of
the Company's  Common Stock at an exercise  price equal to the fair market value
of Common Stock on the date of the grant.  These  options will vest  one-twelfth
per month  after the date of grant,  as long as the  individual  is serving as a
director,  with full  vesting over one year.  The exercise  price of all options
granted  pursuant  to the  Directors'  Plan  is the  fair  market  value  of the
Company's  Common  Stock at the time of grant.  A total of  137,000  shares  are
reserved for issuance under the Directors' Plan.

Board Meetings and Committees of the Board

         The  Board  of  Directors   met  six  times  in  2002.   Each  director
participated in at least 75% of the meetings of the Board.

         The Board of Directors has an Audit  Committee and a  Compensation  and
Stock Option Committee.

         The Audit  Committee of the Board of  Directors,  whose members are Mr.
Kaufman,  Dr. Grosser,  and Mrs.  Leong,  held one meeting during 2002, with all
director members in attendance at such meeting. The Audit Committee's purpose is
to consult with the Company's independent auditors concerning their audit plans,
the results of the audit, the Company's  accounting  principles and the adequacy
of the Company's general accounting controls.

                          REPORT OF THE AUDIT COMMITTEE

         The  Audit  Committee  of the  Board of  Directors  of Human  Pheromone
Sciences,  Inc. serves as the  representative of the Board for general oversight
of the Company's financial accounting and reporting process,  system of internal
controls,  audit process,  and process for monitoring  compliance  with laws and
regulations.  Each of the  members of the Audit  Committee  is  independent,  as
defined under the listing  standards of NASDAQ.  The committee  operates under a
written charter adopted by the Board. HPS management has primary  responsibility
for preparing the Company's financial statements and for the Company's financial
reporting process. The Company's independent auditors,  Singer Lewak Greenbaum &
Goldstein,  LLP, are  responsible for expressing an opinion on the conformity of
the Company's audited consolidated financial statements to accounting principles
generally accepted in the U.S.

         In  this  context  and in  connection  with  the  audited  consolidated
financial  statements  contained in the Company's  Annual Report on Form 10-KSB,
the Audit Committee:

     o   reviewed and discussed the audited  consolidated  financial  statements
         with the Company's management, including a discussion of the quality of
         the accounting principles;

     o   discussed with Singer Lewak  Greenbaum & Goldstein,  LLP, the Company's
         independent auditors, their judgment as to the quality of the Company's
         accounting  principles,  as  well as  certain  matters  related  to the
         conduct of the audit,  as required by Statement  of Auditing  Standards
         No. 61, "Communications with Audit Committees";

     o   met with the independent auditors, with and without management present,
         to discuss the results of their  examination,  their evaluations of the
         Company's internal  controls,  and the overall quality of the Company's
         financial reporting;

                                      -7-


     o   reviewed  the written  disclosures  required by  Independence  Standard
         Board Standard No.1, "Independence  Discussions with Audit Committees,"
         discussed with the auditors their  independence  from the Company,  and
         concluded  that  the  non-audit  services  performed  by  Singer  Lewak
         Greenbaum  &  Goldstein,  LLP are  compatible  with  maintaining  their
         independence; and

     o   instructed the  independent  auditors that the Committee  expects to be
         advised if there are any subjects that require special attention.

     Based  upon the  Audit  Committee's  discussions  with  management  and the
independent   accountants,   and  upon  the  Audit  Committee's  review  of  the
representations  of  management  and  the  independent  accountants,  the  Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements  for the fiscal  year ended  December  31,  2002 be  included  in the
Company's  Annual  Report on Form  10-KSB,  for filing with the  Securities  and
Exchange Commission.


                                            Audit Committee:


                                            Michael D. Kaufman,
                                            Bernard I. Grosser,
                                            Helen Leong


Relationship with Independent Accountants

         Singer Lewak  Greenbaum & Goldstein,  LLP was retained as the Company's
independent  auditors  for the  years  ended  December  31,  2002 and  2001.  In
accordance  with standard  policy both Singer Lewak  Greenbaum & Goldstein,  LLP
periodically change the individuals who are responsible for the Company's audit.

         In  addition  to  performing  the audit of the  Company's  consolidated
financial statements for the year 2002, Singer Lewak Greenbaum & Goldstein,  LLP
provided  various other services  during the year. The aggregate fees billed for
2002 are as follows:

                  Audit Fees (2002 audit)                $ 63,526

                  All Other Fees                         $  7,433

         All other fees consist of tax  consultations and preparation of Federal
and State Tax Returns. Singer Lewak Greenbaum & Goldstein,  LLP did not provided
any services related to financial  information systems design and implementation
during 2002.

         The Company does not anticipate that  representatives from Singer Lewak
Greenbaum & Goldstein, LLP will be present at the annual meeting.

         Compensation Committee

         The  Compensation and Stock Option Committee of the Board of Directors,
whose members are Mr. Kaufman, Dr. Grosser and Mr. Marx, held one meeting during
2002, with all director  members in attendance at the meeting.  The Compensation
Committee is responsible for determining salaries, incentives and other forms of
compensation  for  officers and other  employees of the Company and  administers
various and benefit plans.

                                      -8-


EXECUTIVE COMPENSATION

         The following  table sets forth the total  compensation  for 2002, 2001
and 2000 of the Chief Executive Officer and each of the other executive officers
of the Company  whose total  salary and bonus for 2002  exceeded  $100,000  (the
"Named Officers").


                           SUMMARY COMPENSATION TABLE


                                                                                 Long-Term
                                                 Annual Compensation            Compensation
                                                 -------------------               Award
                                                                                   -----
                                                                                 Securities
                                                                                 Underlying             Other
      Name and Principal Position              Year              Salary          Options (#)       Compensation(A)
      ---------------------------              ----              ------          -----------       ---------------
                                                                                           
William P. Horgan                              2002             $208,000             --                $ 18,000
Chairman   of  the   Board   and  Chief        2001             $201,096             --                $ 18,000
Executive Officer                              2000             $193,000           118,000             $ 18,000


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

(A) Mr. Horgan was granted an automobile  allowance of $18,000 per year, payable
semimonthly, in October 1999.

Stock Options Granted in the Fiscal Year Ended December 31, 2002

         The  following  table  sets  forth  information  with  respect to stock
options  granted  during the fiscal year ended  December 31, 2002 to each of the
named executive officers.  All options were granted under EROX Corporation Stock
Option Plan.  Options granted under the Plan become exercisable over periods not
to exceed four years and expire not more than 10 years from date of grant.




                                     % of Total
                                      Number of      Options
                                      Securities    Granted to
                                      Underlying     Employees      Exercise
                                       Options       in Fiscal      Price Per       Expiration
                 Name                  Granted          Year          Share            Date
                 ----                  -------          ----          -----            ----
                                                                          
      William P. Horgan                      0              0%           --



Aggregated  Option  Exercises  in Last  Fiscal  Year and Fiscal  Year End Option
Values

         The  following  table sets forth  certain  information  concerning  the
number  of  unexercised  options  held as of  December  31,  2002  by the  Named
Officers.

                                      -9-




                                              Number of Securities
                                             Underlying Unexercised          Value of Unexercised
                                                   Options at              In-the-Money Options at
                                                December 31, 2002             December 31, 2002
                      Name                  Exercisable/Unexercisable     Exercisable/Unexercisable
                      ----                  -------------------------     -------------------------
                                                       (#)                         ($)(1)
                                                       ---                         ------
                                                                            
         William P. Horgan                        88,500/29,500                   $ 0 / $ 0


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

(1)      Assuming a stock price of $.07 per share,  which was the closing  price
         of a Share of Common Stock  reported on the NASDAQ  National  Market on
         December 31, 2002.


EQUITY COMPENSATION PLAN INFORMATION





                                                                                                  Number of securitites
                                          Number of securities                                   remaining available for
                                            to be issued upon          Weighted-average       future issuance under equity
                                               exercise of           exercise price of        compensation plans(excluding
                                          outstanding options,      outstanding options,         securities reflected in
      Equity Compensation Plans            warrants and rights      warrants and rights                column(a))
      -------------------------            -------------------      -------------------                ----------
                                                                                                

Equity compensation plans approved by
security holders                                482, 000                   $ 3.82                        386,170

Equity compensation plans not
approved by security holders                       --                        --                             --


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In 1991, the Company  transferred to Pherin Corporation  ("Pherin"),  a
newly formed  California  corporation,  all of the Company's rights to its human
pheromone technology for use other than in the consumer products field, together
with $2  million  in cash,  in  exchange  for all of the stock of  Pherin.  Upon
approval by its  shareholders  at the Annual  Meeting,  held in August 1991, the
Company  distributed  to its  shareholders  all of the stock of Pherin.  Certain
stockholders   identified   under  "Principal   Stockholders"   above  are  also
stockholders of Pherin.

         HPS and Pherin had been parties to a research and development agreement
and a supply  agreement since 1996. Both agreements were terminated in 2002. The
R & D  agreement  was  terminated  on October  31,  2002 and the  Company is now
directly  managing all research and  development  efforts.  In December 2002 the
company  established  direct  relationship  with  qualified  a  vendor  for  its
synthesized human pheromones inventory requirements.

                                      -10-


SECTION 16(a) BENEFICIAL OWNERSHIP

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires the Company's  directors and  executive  officers,  and persons who own
more than 10% of the outstanding  shares of the Company's  Common Stock, to file
with the Securities and Exchange  Commission  initial reports of ownership (Form
3) and changes in ownership of such stock (Forms 4 and 5).

         To the Company's  knowledge,  based solely upon review of the copies of
such  reports and certain  representations  furnished  to it, all Section  16(a)
filing  requirements  applicable  to its executive  officers and directors  were
complied with during the year ended December 31, 2002.

WHERE YOU CAN FIND MORE INFORMATION

         We are subject to the reporting requirements of the Securities Exchange
Act of 1934 and file reports,  proxy  statements and other  information with the
Securities and Exchange  Commission.  You may read and copy any material we file
with the Securities  and Exchange  Commission at its public  reference  rooms in
Washington,  D.C.,  New York,  New York and Chicago,  Illinois.  Please call the
Securities and Exchange  Commission at 1-800-SEC-0330 for further information on
the public  reference rooms. Our public filings are also available to the public
from commercial  document  retrieval  services and at the web site maintained by
the SEC at http://www.sec.gov.

         The SEC allows us to  "incorporate  by reference"  into this  document.
This means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information  incorporated by
reference  is deemed to be part of this  document,  except  for any  information
superseded  by  information  in this  document.  This document  incorporates  by
reference the documents set forth below that we have  previously  filed with the
SEC. These documents contain important information about our finances and us.

         1. Human  Pheromone  Sciences,  Inc.'s Annual Report on Form 10-KSB for
         the fiscal year ended December 31, 2002; and

         2. Human Pheromone  Sciences,  Inc.'s Quarterly  Reports on Form 10-QSB
         for the fiscal  quarters  ending March 31, June 30 and  September 30 of
         each year.

         We are also incorporating by reference additional documents that we may
file with the SEC between the date of this  document and the date of the Special
Meeting.

         You can obtain  copies of our Annual Report as well as any of the other
incorporated  documents  by  contacting  us.  We will  send  you  the  documents
incorporated by reference without charge.

         Shareholders  may obtain  documents  incorporated  by reference in this
document  by  requesting  them in writing or by  telephone  from the  following:
William P. Horgan,  Human Pheromone Sciences,  Inc., 84 West Santa Clara Street,
Suite 720, San Jose, California 95113, Telephone: (408) 938-3030.

         If you would like to request documents from us, including any documents
we may subsequently  file with the SEC before the meeting,  please do so by June
6, 2003 so that you will receive them before the meeting.

OTHER BUSINESS

         The Board of Directors  knows of no business that will be presented for
consideration  at the  Annual  Meeting  other  than as stated  in the  Notice of
Meeting. If, however,  other matters are properly brought before the meeting, it
is the intention of the persons named in the accompanying  form of proxy to vote
the shares  represented  thereby on such matters in  accordance  with their best
judgment.


                                      -11-



SHAREHOLDER PROPOSAL


         Under the rules of the Securities and Exchange Commission, shareholders
who wish to submit proposals for inclusion in the Proxy Statement for the Annual
Meeting of  Shareholders  to be held in 2004 must submit such proposals so as to
be received by the Company at 84 West Santa Clara  Street,  Suite 720, San Jose,
California 95113 not later than January 6, 2004.


                       BY ORDER OF THE BOARD OF DIRECTORS


                                             Julian N. Stern, Secretary


San Jose, California
April 28, 2003


                                    IMPORTANT


         You are cordially  invited to attend the meeting in person.  Whether or
not you plan to attend the  meeting,  you are  earnestly  requested  to sign and
return the accompanying proxy in the enclosed envelope.

                                      -12-




                        HUMAN PHEROMONE SCIENCES, INC.

               PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
            ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 18, 2003

         The annual  meeting of  shareholders  (the  "Annual  Meeting") of Human
Pheromone Sciences, Inc. (the "Company" or "HPS") will be held at the offices of
Heller  Ehrman  White & Mc  Auliffe  LLP,  275  Middlefield  Road,  Menlo  Park,
California,  on June  18,  2003,  at  10:00 am  local  time,  for the  following
purposes:

                (Continued and to be signed on the reverse side)

                       ANNUAL MEETING OF SHAREHOLDERS OF

                         HUMAN PHEROMONE SCIENCES, INC.

                                  June 18, 2003


                           Please date, sign and mail
                             your proxy card in the
                           envelope provided as soon
                                  as possible.

               Please detach and mail in the envelope provided.

- --------------------------------------------------------------------------------
   THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
        PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
           PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SOWN HERE [X]
- --------------------------------------------------------------------------------

1. To elect five Directors to hold office until the next Annual Meeting;

                                          NOMINEES

[ ] FOR ALL NOMINEES                      ( ) William P. Horgan
                                          ( ) Bernard I. Grosser, M.D.
[ ] WITHHOLD AUTHORITY                    ( ) Michael D. Kaufman
    FOR ALL NOMINEES                      ( ) Helen C. Leong
                                          ( ) Robert Marx
[ ] FOR ALL EXCEPT
    (See instructions below)

INSTRUCTION:   To withhold authority to vote for any individual nominee(s), mark
               "FOR ALL EXCEPT" and fill in the circle next to each  nominee you
               wish to withhold, as shown here:                          (X)
- --------------------------------------------------------------------------------

2. To act upon such other business as may properly come before the meeting.

These  items of  business  are  more  fully  described  in the  Proxy  Statement
accompanying this notice.

Only  shareholders  of record at the close of  business on April 21,  2003,  are
entitled to notice of, and to vote at the Annual Meeting and any adjournments or
postponements thereof.

All shareholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, please mark, sign, date and return
the  enclosed  proxy card as soon as  possible in the  postage-prepaid  envelope
enclosed for that  purpose.  Any  shareholder  attending the meeting may vote in
person even if the shareholder has returned a proxy.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL  MEETING IN PERSON,  PLEASE  SIGN
AND RETURN THE  ENCLOSED  PROXY AS SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTPAID
ENVELOPE. THANK YOU FOR ACTING PROMPTLY.
- --------------------------------------------------------------------------------



To change the  address  on your  account,  please  check in the box at
right and indicate your new address in the address space above. Please      [ ]
note that changes to the registered  name(s) on the account may not be
submitted via this method.
- --------------------------------------------------------------------------------

Signature of Shareholder _______________________________________Date:___________

Signature of Shareholder _______________________________________Date:___________

Note:    This proxy  must be signed  exactly as the name  appears  hereon.  When
         shares are held  jointly,  each holder  should  sign.  When  signing as
         executor,  administrator,  attorney,  trustee or guardian,  please give
         full title as such.  If the signer is a  corporation,  please sign full
         corporate name by duly authorized  officer,  giving full title as such.
         If  signer  is a  partnership,  please  sign  in  partnership  name  by
         authorized person.