SECOND AMENDMENT TO SEPTEMBER 1, 2000 LICENSE AGREEMENT

                                                EXHIBIT 10.3


      SECOND AMENDMENT TO SEPTEMBER 1, 2000 LICENSE AGREEMENT



      THIS AMENDMENT TO LICENSE AGREEMENT is entered into as of
the 1st day of October 2003, by and between TriStrata Technology,
Inc and Neoteric Cosmetics, Inc. (hereinafter the "Effective Date"
of this Amendment).

      WHEREAS, TriStrata Technology, Inc. (hereinafter "LICENSOR")
and Neoteric Cosmetics, Inc., (hereinafter "LICENSEE") are parties
to a license agreement with an Effective Date of September 1, 2000
(hereinafter "License Agreement"); and

      WHEREAS, LICENSOR and LICENSEE desire to amend certain
provision of the License Agreement on the terms set forth below;

      NOW THEREFORE, for good and valuable consideration, the
sufficiency and receipt of which the parties both acknowledge,
the parties, intending to be legally bound, hereby mutually agree
to amend the License Agreement as follows:

      1.     Section 4.01 of the License Agreement, as amended, is
hereby further amended to provide