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Open-End Mortgage                                                       PNCBANK
and Security Agreement
(This Mortgage Secures Future Advances)
         THIS OPEN-END MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made
as of the _____________ day of January, 1996, by ALOETTE COSMETICS, INC. (the
"Mortgagor"), with an address at 1301 Wright's Lane East, West Chester, PA 19380
in favor of PNC BANK, NATIONAL ASSOCIATION (the "Mortgagee"), with an address at
100 South Broad Street, Philadelphia, PA 19110.
         WHEREAS, the Mortgagor is the owner of a certain tract or parcel of
land described in Exhibit A attached hereto and made a part hereof, together
with the improvements now or hereafter erected thereon; and
         WHEREAS, the Mortgagor has borrowed from the Mortgagee, or is providing
a guaranty of a borrowing from the Mortgagee, in a principal amount of up to One
Million Dollars ($1,000,000.00) (the "Loan"), which Loan is evidenced by one or
more promissory notes in favor of the Mortgagee (the "Note");

         NOW, THEREFORE, for the purpose of securing the payment and performance
of the following obligations (collectively called the "Obligations"):

         (A) the Loan, the Note and all other loans, advances, debts,
liabilities, obligations, covenants and duties owing by the Mortgagor to the
Mortgagee of any kind or nature, present or future, whether or not evidenced by
any note, guaranty or other instrument, whether arising under any agreement,
instrument or document, whether or not for the payment of money, whether arising
by reason of an extension of credit, opening of a letter of credit, loan or
guarantee or in any other manner, whether arising out of overdrafts on deposit
or other accounts or electronic funds transfers (whether through automatic
clearing houses or otherwise) or out of the Mortgagee's non-receipt of or
inability to collect funds or otherwise not being made whole in connection with
depository transfer check or other similar arrangements, whether direct or
indirect (including those acquired by assignment or participation), absolute or
contingent, joint or several, due or to become due, now existing or hereafter
arising, and any amendments, extensions, renewals or increases and all costs and
expenses of the Mortgagee incurred in the documentation, negotiation,
modification, enforcement, collection or otherwise in connection with any of the
foregoing, including but not limited to reasonable attorneys' fees and expenses.

         (B) Any sums advanced by the Mortgagee or which may otherwise become
due pursuant to the provisions of the Note or this Mortgage or pursuant to any
other document or instrument at any time delivered to the Mortgagee to evidence
or secure any of the Obligations or which otherwise relate to any of the
Obligations (as the same may be amended, supplemented or replaced from time to
time, the "Loan Documents").

The Mortgagor, for good and valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, does hereby give, grant,
bargain, sell, convey, assign, transfer, mortgage, hypothecate, pledge, set over
and confirm unto the Mortgagee and does agree that the Mortgagee shall have a
security interest in the following described property, all accessions and
additions thereto, all substitutions therefor and replacements and proceeds
thereof, and all reversions and remainders of such property now owned or held or
hereafter acquired (the "Property"), to wit:

         (a) All of the Mortgagor's estate in the premises described in Exhibit
A, together with all of the easements, rights of way, privileges, liberties,
hereditaments, gores, streets, alleys, passages, ways, waters, watercourses,
rights and appurtenances thereunto belonging or appertaining, and all of the
estate, right, title, interest, claim and demand whatsoever of the Mortgagor
therein and in the public streets and ways adjacent thereto, either in law or in
equity (the "Land");

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         (b) All the buildings, structures and improvements of every kind and
description now or hereafter erected or placed on the Land, and all facilities,
fixtures, machinery, apparatus, appliances, installations, machinery and
equipment, including, without limitation, electrical equipment necessary for the
operation of such buildings and heating, air conditioning and plumbing equipment
now or hereafter attached to, located in or used in connection with those
buildings, structures or other improvements (the "Improvements");

         (c) All rents, issues and profits arising or issuing from the Land and
the Improvements (the "Rents") including, but not limited to, the Rents arising
or issuing from all leases and subleases now or hereafter entered into covering
all or any part of the Land and Improvements (the "Leases"), all of which Leases
and Rents are hereby assigned to the Mortgagee by the Mortgagor. The foregoing
assignment shall include without limitation, cash or securities deposited under
Leases to secure performance of lessees of their obligations thereunder, whether
such cash or securities are to be held until the expiration of the terms of such
leases or applied to one or more installments of rent coming due prior to the
expiration of such terms. The Mortgagor will execute and deliver to the
Mortgagee, on demand, such assignments and instruments as the Mortgagee may
require to implement, confirm, maintain and continue the assignment hereunder;

         (d)  All proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or liquidated claims;

         (e) And without limiting any of the other provisions of this Mortgage,
the Mortgagor, as debtor, expressly grants unto the Mortgagee, as secured party,
a security interest in all those portions of the Property which may be subject
to the Uniform Commercial Code provisions applicable to secured transactions
under the laws of any state, and the Mortgagor will execute and deliver to the
Mortgagee on demand such financing statements and other instruments as the
Mortgagee may require in order to perfect and maintain such security interest
under the UCC on the aforesaid collateral.

         To have and to hold the same unto the Mortgagee, its successors and
assigns, forever.

         Provided, however, that if the Mortgagor shall pay to the Mortgagee the
Obligations, and if the Mortgagor shall keep and perform each of its other
covenants, conditions and agreements set forth herein and in the other Loan
Documents, then, upon the termination of all obligations, duties and commitments
of the Mortgagor under the Obligations and this Mortgage, and subject to the
provisions of Section 23 hereof, the estate hereby granted and conveyed shall
become null and void.

         This Mortgage is an "Open-End Mortgage" as set forth in 42 Pa. C.S.A.
ss. 8143 and secures obligations up to a maximum principal amount of
indebtedness outstanding at any time equal to double the face amount of the
Note, plus accrued and unpaid interest, including, but not limited to, advances
for the payment of taxes and municipal assessments, maintenance charges,
insurance premiums, costs incurred for the protection of the Property or the
lien of this Mortgage, expenses incurred by the Mortgagee by reason of default
by the Mortgagor under this Mortgage and advances for construction, alteration
or renovation on the Property or for any other purpose, together with all other
sums due hereunder or secured hereby. All notices to be given to the Mortgagee
pursuant to 42 Pa. C.S.A. ss. 8143 shall be given as set forth in Section 18 of
this Mortgage.

         1. Representations and Warranties. The Mortgagor represents and
warrants to the Mortgagee that the Mortgagor has good and marketable title to an
estate in fee simple absolute in the Land and Improvements and has all right,
title and interest in all other property constituting a part of the Property, in
each case free and clear of all liens and encumbrances, except as may otherwise
be approved by Mortgagee in a title insurance policy delivered to Mortgagee of
even date securing to Mortgagee the lien of this Mortgage. This Mortgage is a
valid and enforceable first lien on the Property, and the Mortgagee shall,
subject to the Mortgagor's right of possession prior to an Event of Default,
quietly enjoy and possess the Property. The Mortgagor shall preserve such title
as it warrants herein and the validity and priority of the lien hereof and shall
forever warrant and defend the same to the Mortgagee against the claims of all
persons.

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         2.  Affirmative Covenants.  Until all of the Obligations
shall have been fully paid, satisfied and discharged the Mortgagor
shall:

         (a)  Payment and Performance of Obligations.  Pay or
cause to be paid and perform all Obligations when due as provided
in the Loan Documents.

         (b) Legal Requirements. Promptly comply with and conform to all present
and future laws, statutes, codes, ordinances, orders and regulations and all
covenants, restrictions and conditions which may be applicable to the Mortgagor
or to any of the Property (the "Legal Requirements").

         (c) Impositions. Before interest or penalties are due thereon and
otherwise when due, the Mortgagor shall pay all taxes of every kind and nature,
all charges for any easement or agreement maintained for the benefit of any of
the Property, all general and special assessments (including, without
limitation, any condominium or planned unit development assessments, if any),
levies, permits, inspection and license fees, all water and sewer rents and
charges, and all other charges and liens, whether of a like or different nature,
imposed upon or assessed against the Mortgagor or any of the Property (the
"Impositions"). Within thirty (30) days after the payment of any Imposition, the
Mortgagor shall deliver to the Mortgagee evidence acceptable to the Mortgagee of
such payment. The Mortgagor's obligations to pay the Impositions shall survive
the Mortgagee's taking title to the Property through foreclosure, deed-in- lieu
or otherwise.

         (d) Maintenance of Security. Use, and permit others to use, the
Property only for its present use or such other uses as permitted by applicable
Legal Requirements and approved in writing by the Mortgagee. The Mortgagor shall
keep the Property in good condition and order and in a rentable and tenantable
state of repair and will make or cause to be made, as and when necessary, all
repairs, renewals, and replacements, structural and nonstructural, exterior and
interior, foreseen and unforeseen, ordinary and extraordinary, provided,
however, that no structural repairs, renewals or replacements shall be made
without the Mortgagee's prior written consent. The Mortgagor shall not remove,
demolish or alter the Property nor commit or suffer waste with respect thereto,
nor permit the Property to become deserted or abandoned. The Mortgagor covenants
and agrees not to take or permit any action with respect to the Property which
will in any manner impair the security of this Mortgage.

         3. Leases. The Mortgagor shall not (i) execute an assignment or pledge
of the Rents and/or the Leases other than in favor of the Mortgagee; (ii) accept
any prepayment of an installment of any Rents prior to the due date of such
installment; or (iii) enter into or amend any of the terms of any of the Leases
without the Mortgagee's prior written consent. Any or all leases or subleases of
all or any part of the Property shall be subject in all respects to the prior
written consent of the Mortgagee, shall be subordinated to this Mortgage and to
the rights of the Mortgagee and, together with any and all rents, issues or
profits relating thereto, shall be assigned at the time of execution to the
Mortgagee as additional collateral security for the Obligations, all in such
form, substance and detail as is satisfactory to the Mortgagee in its sole
discretion.

         4. Due on Sale Clause. The Mortgagor shall not sell, convey or
otherwise transfer any interest in the Property (whether voluntarily or by
operation of law), or agree to do so, without the Mortgagee's prior written
consent, including but not limited to (i) any sale, conveyance, assignment, or
other transfer of (including installment land sale contracts), or the grant of a
security interest in, all or any part of the legal and/or equitable title to the
Property; (ii) any lease of all or any portion of the Property; or (iii) any
sale, conveyance, assignment, or other transfer of, or the grant of a security
interest in, any share of stock of the Mortgagor, except in favor of the
Mortgagee. Any default under this paragraph shall cause an immediate
acceleration of the indebtedness secured by the Note without any demand by the
Mortgagee.

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         5. Insurance. The Mortgagor shall keep the Property continuously
insured, in an amount not less than the cost to replace the Property or an
amount not less than eighty percent (80%) of the full insurable value of the
Property, whichever is greater, against loss or damage by fire, with extended
coverage and against other hazards as the Mortgagee may from time to time
require. The Mortgagor shall also maintain comprehensive general public
liability insurance, in an amount of not less than Two Million Dollars
($2,000,000) per occurrence, property damage and workers' compensation
insurance, builder's risk insurance with respect to any construction, or
reconstruction and contractual liability insurance for obligations of the
Mortgagor under the Leases, with an insurance company or companies satisfactory
to the Mortgagee, and in such total amounts (other than the foregoing fire and
extended coverage insurance) as the Mortgagee may require from time to time.
Such insurance shall include protection for continuation of income for a period
of twelve (12) months, in the event of any damage caused by the perils referred
to above. All policies, including policies for any amounts carried in excess of
the required minimum and policies not specifically required by the Mortgagee,
shall be in form satisfactory to the Mortgagee, shall meet all coinsurance
requirements of the Mortgagee, shall be maintained in full force and effect,
shall be assigned to the Mortgagee, with premiums prepaid, as collateral
security for payment of the Obligations, shall be endorsed with a standard
mortgagee clause in favor of the Mortgagee and shall provide for at least thirty
(30) days notice of cancellation to the Mortgagee. Such insurance shall also
name the Mortgagee as an additional insured under the comprehensive general
public liability policy and the Mortgagor shall also deliver to the Mortgagee a
copy of the replacement cost coverage endorsement. If the Property is located in
an area which has been identified by any governmental agency, authority or body
as a flood hazard area or the like, then the Mortgagor shall maintain a flood
insurance policy covering the Property in an amount not less than the original
principal amount of the Loan or the maximum limit of coverage available under
the federal program, whichever amount is less.

         6. Rights of Mortgagee to Insurance Proceeds. In the event of loss, the
Mortgagee shall have the exclusive right to adjust, collect and compromise all
insurance claims, and the Mortgagor shall not adjust, collect or compromise any
claims under said policies without the prior written consent of the Mortgagee.
Each insurer is hereby authorized and directed to make payment under said
policies, including return of unearned premiums, directly to the Mortgagee
instead of to the Mortgagor and the Mortgagee jointly, and the Mortgagor
appoints the Mortgagee as the Mortgagor's attorney-in-fact to endorse any draft
therefor. All insurance proceeds may, at the Mortgagee's sole option, be applied
to all or any part of the Obligations and in any order (notwithstanding that
such Obligations may not then otherwise be due and payable) or to the repair and
restoration of any of the Property under such terms and conditions as the
Mortgagee may impose.

         7. Installments for Insurance, Taxes and Other Charges. The Mortgagor
shall, if requested by the Mortgagee, pay to the Mortgagee monthly, an amount
equal to one-twelfth (1/12) of the annual premiums for the insurance policies
referred to hereinabove and the annual Impositions and any other item which at
any time may be or become a lien upon the Property (the "Escrow Charges"). The
amounts so paid shall be used in payment of the Escrow Charges so long as no
Event of Default shall have occurred. No amount so paid to the Mortgagee shall
be deemed to be trust funds, nor shall any sums paid bear interest. The
Mortgagee shall have no obligation to pay any insurance premium or Imposition if
at any time the funds being held by the Mortgagee for such premium or Imposition
are insufficient to make such payments. Upon the occurrence of an Event of
Default, the Mortgagee shall have the right, at its election, to apply any
amount so held against the Obligations due and payable in such order as the
Mortgagee may deem fit, and the Mortgagor hereby grants to the Mortgagee a lien
upon and security interest in such amounts for such purpose.

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         8. Condemnation. The Mortgagor, immediately upon obtaining knowledge of
the institution of any proceedings for the condemnation or taking by eminent
domain of any of the Property, shall notify the Mortgagee of the pendency of
such proceedings. The Mortgagee may participate in any such proceedings and the
Mortgagor shall deliver to the Mortgagee all instruments requested by it to
permit such participation. Any award or compensation for property taken or for
damage to property not taken, whether as a result of such proceedings or in lieu
thereof, is hereby assigned to and shall be received and collected directly by
the Mortgagee, and any award or compensation shall be applied, at the
Mortgagee's option, to any part of the Obligations and in any order
(notwithstanding that any of such Obligations may not then be due and payable)
or to the repair and restoration of any of the Property under such terms and
conditions as the Mortgagee may impose.

         9. Environmental Matters. (a) For purposes of this Section 9, the term
"Environmental Laws" shall mean all federal, state and local laws, regulations
and orders, whether now or in the future enacted or issued, pertaining to the
protection of land, water, air, health, safety or the environment. The term
"Regulated Substances" shall mean all substances regulated by Environmental
Laws, or which are known or considered to be harmful to the health or safety of
persons, or the presence of which may require investigation, notification or
remediation under the Environmental Laws. The term "Contamination" shall mean
the discharge, release, emission, disposal or escape of any Regulated Substances
into the environment.

         (b) The Mortgagor represents and warrants (i) that no Contamination is
present at, on or under the Property and that no Contamination is being or has
been emitted onto any surrounding property; (ii) all operations and activities
on the Property have been and are being conducted in accordance with all
Environmental Laws, and the Mortgagor has all permits and licenses required
under the Environmental Laws; (iii) no underground or aboveground storage tanks
are or have been located on or under the Property; and (iv) no legal or
administrative proceeding is pending or threatened relating to any environmental
condition, operation or activity on the Property, or any violation or alleged
violation of Environmental Laws. These representations and warranties shall be
true as of the date hereof, and shall be deemed to be continuing representations
and warranties which must remain true, correct and accurate during the entire
duration of the term of this Mortgage.

         (c) The Mortgagor shall ensure, at its sole cost and expense, that the
Property and the conduct of all operations and activities thereon comply and
continue to comply with all Environmental Laws. The Mortgagor shall notify the
Mortgagee promptly and in reasonable detail in the event that the Mortgagor
becomes aware of any violation of any Environmental Laws, the presence or
release of any Contamination with respect to the Property, or any governmental
or third party claims relating to the environmental condition of the Property or
the conduct of operations or activities thereon. The Mortgagor also agrees not
to permit or allow the presence of Regulated Substances on any part of the
Property, except for those Regulated Substances (i) which are used in the
ordinary course of the Mortgagor's business, but only to the extent they are in
all cases used in a manner which complies with all Environmental Laws; and (ii)
those Regulated Substances which are naturally occurring on the Property. The
Mortgagor agrees not to cause, allow or permit the presence of any Contamination
on the Property.

         (d) The Mortgagee shall not be liable for, and the Mortgagor shall
indemnify, defend and hold the Mortgagee and all of its officers, directors,
employees and agents, and all of their respective successors and assigns
harmless from and against all losses, costs, liabilities, damages, fines,
claims, penalties and expenses (including, without limitation, reasonable
attorneys', consultants' and contractors' fees, costs incurred in the
investigation, defense and settlement of claims, as well as costs incurred in
connection with the investigation, remediation or monitoring of any Regulated
Substances or Contamination) that the Mortgagee may suffer or incur (including,
without limitation, as holder of the Mortgage, as mortgagee in possession or as
successor in interest to the Mortgagor as owner of the Property by virtue of a
foreclosure or acceptance of a deed in lieu of foreclosure) as a result of or in
connection with (i) any Environmental Laws (including, without limitation, the
assertion that any lien existing or arising pursuant to any Environmental Laws
takes priority over the lien of the Mortgage); (ii) the breach of any
representation, warranty, covenant or undertaking by the Mortgagor in this
Section 9; (iii) the presence on or the migration of any Contamination or
Regulated Substances on, under or through the Property; or (iv) any litigation
or claim by the government or by any third party in connection with the
environmental condition of the Property or the presence or migration of any
Regulated Substances or Contamination on, under, to or from the Property.

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         (e) Upon the request of the Mortgagee, the Mortgagor shall execute and
deliver an Environmental Indemnity Agreement satisfactory in form and substance
to the Mortgagee, to more fully reflect the representations, warranties,
covenants and indemnities of the Mortgagor with respect to the Environmental
Laws.

         10. Inspection of Property. The Mortgagee shall have the right to enter
upon the Property at any reasonable hour for the purpose of inspecting the
order, condition and repair of the buildings and improvements erected thereon,
as well as the conduct of operations and activities on the Property. The
Mortgagee may enter the Property (and cause the Mortgagee's employees, agents
and consultants to enter the Property), upon prior written notice to the
Mortgagor, to conduct any and all environmental testing deemed appropriate by
the Mortgagee in its sole discretion. The environmental testing shall be
accomplished by whatever means the Mortgagee may deem appropriate, including,
but not limited to, the taking of soil samples and the installation of ground
water monitoring wells or other intrusive environmental tests. The Mortgagor
shall provide the Mortgagee (and the Mortgagee's employees, agents and
consultants) reasonable rights of access to the Property as well as such
information about the Property and the past or present conduct of operations and
activities thereon as the Mortgagee shall reasonably request.

         11.  Events of Default.  The occurrence of any one or
more of the following events shall constitute an "Event of Default"
hereunder:  (a) any Event of Default (as defined in any of the
Obligations); (b) any default under any of the Obligations that does
not have a defined set of "Events of Default" and the lapse of any
notice or cure period provided in such Obligations with respect to
such default; (c) demand by the Mortgagee under any of the
Obligations that have a demand feature; (d) the failure by the
Mortgagor to perform any of its obligations under this Mortgage or
under any Environmental Indemnity Agreement executed and
delivered pursuant to Section 9(e) hereof; (e) falsity, inaccuracy or
material breach by the Mortgagor of any written warranty,
representation or statement made or furnished to the Mortgagee by
or on behalf of the Mortgagor; (f) an uninsured material loss, theft,
damage, or destruction to any of the Property, or the entry of any
judgment against the Mortgagor or any lien against or the making of
any levy, seizure or attachment of or on the Property; (g) the failure
of the Mortgagee to have a first priority mortgage lien on the
Property; (h) any indication or evidence received by the Mortgagee
that the Mortgagor may have directly or indirectly been engaged in
any type of activity which, in the Mortgagee's discretion, might
result in the forfeiture of any property of the Mortgagor to any
governmental entity, federal, state or local; (i) foreclosure
proceedings are instituted against the Property upon any other lien or
claim, whether alleged to be superior or junior to the lien of this
Mortgage; (j) the failure by the Mortgagor to pay any Impositions as
required under Section 2(c) hereof, or to maintain in full force and
effect any insurance required under Section 5 hereof; or (k) the
Mortgagor or any other obligor or guarantor of any of the
Obligations, shall at any time deliver or cause to be delivered to the
Mortgagee a notice pursuant to 42 Pa. C.S.A. ss. 8143 electing to
limit the indebtedness secured by this Mortgage.

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         12.  Rights and Remedies of Mortgagee.  If an Event of Default occurs,
the Mortgagee may, at its option and without demand, notice or delay, do one or
more of the following:

         (a) The Mortgagee may declare the entire unpaid principal balance of
the Obligations, together with all interest thereon, to be due and payable
immediately.

         (b) The Mortgagee may (i) institute and maintain an action of mortgage
foreclosure against the Property and the interests of the Mortgagor therein,
(ii) institute and maintain an action on any instruments evidencing the
Obligations or any portion thereof, and (iii) take such other action at law or
in equity for the enforcement of any of the Loan Documents as the law may allow,
and in each such action the Mortgagee shall be entitled to all costs of suit and
attorneys fees.

         (c) The Mortgagee may, in its sole and absolute discretion: (i) collect
any or all of the Rents, including any Rents past due and unpaid, (ii) perform
any obligation or exercise any right or remedy of the Mortgagor under any Lease,
or (iii) enforce any obligation of any tenant of any of the Property. The
Mortgagee may exercise any right under this subsection (c), whether or not the
Mortgagee shall have entered into possession of any of the Property, and nothing
herein contained shall be construed as constituting the Mortgagee a "mortgagee
in possession", unless the Mortgagee shall have entered into and shall continue
to be in actual possession of the Property. The Mortgagor hereby authorizes and
directs each and every present and future tenant of any of the Property to pay
all Rents directly to the Mortgagee and to perform all other obligations of that
tenant for the direct benefit of the Mortgagee, as if the Mortgagee were the
landlord under the Lease with that tenant, immediately upon receipt of a demand
by the Mortgagee to make such payment or perform such obligations. The Mortgagor
hereby waives any right, claim or demand it may now or hereafter have against
any such tenant by reason of such payment of Rents or performance of obligations
to the Mortgagee, and any such payment or performance to the Mortgagee shall
discharge the obligations of the tenant to make such payment or performance to
the Mortgagor.

         (d) The Mortgagee shall have the right, in connection with the exercise
of its remedies hereunder, to the appointment of a receiver to take possession
and control of the Property and/or to collect the Rents, without notice and
without regard to the adequacy of the Property to secure the Obligations. A
receiver while in possession of the Property shall have the right to make
repairs and to make improvements necessary or advisable in its or his opinion to
preserve the Property, or to make and keep them rentable to the best advantage,
and the Mortgagee may advance moneys to a receiver for such purposes. Any moneys
so expended or advanced by the Mortgagee or by a receiver shall be added to and
become a part of the Obligations secured by this Mortgage.

         13. Application of Proceeds. The Mortgagee shall apply the proceeds of
any foreclosure sale of, or other disposition or realization upon, or Rents or
profits from, the Property to satisfy the Obligations in such order of
application as the Mortgagee shall determine in its exclusive discretion.

         14. Confession of Judgment in Ejectment. At any time after the
occurrence of an Event of Default, without further notice, regardless of whether
the Mortgagee has asserted any other right or exercised any other remedy under
this Mortgage or any of the other Loan Documents, it shall be lawful for any
attorney licensed in the Commonwealth of Pennsylvania as attorney for the
Mortgagor to confess judgment in ejectment against the Mortgagor and all persons
claiming under the Mortgagor for the recovery by the Mortgagee of possession of
all or any part of the Property, for which this Mortgage shall be sufficient
warrant. If for any reason after such action shall have commenced the same shall
be discontinued and the possession of the Property shall remain in or be
restored to the Mortgagor, the Mortgagee shall have the right upon any
subsequent default or defaults to bring one or more amicable action or actions
as hereinbefore set forth to recover possession of all or any part of the
Property.

<PAGE>

         15. Mortgagee's Right to Protect Security. The Mortgagee is hereby
authorized to do any one or more of the following, irrespective of whether an
Event of Default has occurred: (a) appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of the
Mortgagee hereunder; (b) purchase such insurance policies covering the Property
as it may elect if the Mortgagor fails to maintain the insurance coverage
required hereunder; and (c) take such action as the Mortgagee may determine to
pay, perform or comply with any Impositions or Legal Requirements, to cure any
Events of Default and to protect its security in the Property.

         16. Appointment of Mortgagee as Attorney-in-Fact. The Mortgagee, or any
officer of the Mortgagee, is hereby irrevocably appointed attorney-in-fact for
the Mortgagor (without requiring any of them to act as such), such appointment
being coupled with an interest, to do any or all of the following: (a) collect
the Rents after the occurrence of an Event of Default; (b) settle for, collect
and receive any awards payable under Section 8 hereof from the authorities
making the same; and (c) execute, deliver and file such financing statements and
other instruments as the Mortgagee may require in order to perfect and maintain
its security interest under the Uniform Commercial Code on any portion of the
Property.


         17. Certain Waivers. The Mortgagor hereby waives and releases all
benefit that might accrue to the Mortgagor by virtue of any present or future
law exempting the Property, or any part of the proceeds arising from any sale
thereof, from attachment, levy or sale on execution, or providing for any stay
of execution, exemption from civil process or extension of time for payment,
and, unless specifically required herein, all notices of the Mortgagor's default
or of the Mortgagee's election to exercise, or the Mortgagee's actual exercise
of any option under this Mortgage or any other Loan Document.

         18. Notices. All notices, demands, requests, consents, approvals and
other communications required or permitted hereunder must be in writing and will
be effective upon receipt if delivered personally to the Mortgagor or the
Mortgagee, or if sent by facsimile transmission with confirmation of delivery,
or by nationally recognized overnight courier service, to the address set forth
above or to such other address as the Mortgagor or the Mortgagee may give to the
other in writing for such purpose.

         19. Preservation of Rights. No delay or omission on the part of the
Mortgagee to exercise any right or power arising hereunder will impair any such
right or power or be considered a waiver of any such right or power or any
acquiescence therein, nor will the action or inaction of the Mortgagee impair
any right or power arising hereunder. The Mortgagee's rights and remedies
hereunder are cumulative and not exclusive of any other rights or remedies which
the Mortgagee may have under other agreements, at law or in equity. The
Mortgagee may exercise any one or more of its rights and remedies without regard
to the adequacy of its security.

         20.  Illegality.  In case any one or more of the provisions contained
in this Mortgage should be invalid, illegal or unenforceable in any respect, 
the validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

<PAGE>

         21. Changes in Writing. No modification, amendment or waiver of any
provision of this Mortgage nor consent to any departure by the Mortgagor
therefrom, will in any event be effective unless the same is in writing and
signed by the Mortgagee, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice to or
demand on the Mortgagor in any case will entitle the Mortgagor to any other or
further notice or demand in the same, similar or other circumstance.

         22. Entire Agreement. This Mortgage (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the Mortgagor and the Mortgagee with respect to the subject matter hereof.

         23. Survival; Successors and Assigns. This Mortgage will be binding
upon and inure to the benefit of the Mortgagor and the Mortgagee and their
respective heirs, executors, administrators, successors and assigns; provided,
however, that the Mortgagor may not assign this Mortgage in whole or in part
without the prior written consent of the Mortgagee and the Mortgagee at any time
may assign this Mortgage in whole or in part; and provided, further, that the
rights and benefits under Sections 9, 10 and 25 hereof shall also inure to the
benefit of any persons or entities who acquire title or ownership of the
Property from or through the Mortgagee or through action of the Mortgagee
(including but not limited to a foreclosure, sheriff's or judicial sale). The
provisions of Sections 9, 10 and 25 hereof shall survive the termination,
satisfaction or release of this Mortgage, the foreclosure of this Mortgage or
the delivery of a deed in lieu of foreclosure.

         24. Interpretation. In this Mortgage, the singular includes the plural
and the plural the singular; words importing any gender include the other
genders; references to statutes are to be construed as including all statutory
provisions consolidating, amending or replacing the statute referred to; the
word "or" shall be deemed to include "and/or", the words "including", "includes"
and "include" shall be deemed to be followed by the words "without limitation".
Section headings in this Mortgage are included for convenience of reference only
and shall not constitute a part of this Mortgage for any other purpose. If this
Mortgage is executed by more than one party as Mortgagor, the obligations of
such persons or entities will be joint and several.

         25. Indemnity. The Mortgagor agrees to indemnify each of the Mortgagee,
its directors, officers and employees and each legal entity, if any, who
controls the Mortgagee (the "Indemnified Parties") and to hold each Indemnified
Party harmless from and against any and all claims, damages, losses, liabilities
and expenses (including, without limitation, all fees of counsel with whom any
Indemnified Party may consult and all expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party in connection with or arising out of the matters referred
to in this Mortgage or in the other Loan Documents by any person, entity or
governmental authority (including any person or entity claiming derivatively on
behalf of the Mortgagor), whether (a) arising from or incurred in connection
with any breach of a representation, warranty or covenant by the Mortgagor, or
(b) arising out of or resulting from any suit, action, claim, proceeding or
governmental investigation, pending or threatened, whether based on statute,
regulation or order, or tort, or contract or otherwise, before any court or
governmental authority, which arises out of or relates to this Mortgage, any
other Loan Document, or the use of the proceeds of the Loan; provided, however,
that the foregoing indemnity agreement shall not apply to claims, damages,
losses, liabilities and expenses solely attributable to an Indemnified Party's
gross negligence or willful misconduct. The indemnity agreement contained in
this Section shall survive the termination of this Mortgage, payment of any Loan
and assignment of any rights hereunder. The Mortgagor may participate at its
expense in the defense of any such action or claim.

<PAGE>

         26. Governing Law and Jurisdiction. This Mortgage has been delivered to
and accepted by the Mortgagee and will be deemed to be made in the State where
the Mortgagee's office indicated above is located. THIS MORTGAGE WILL BE
INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE MORTGAGOR AND THE MORTGAGEE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE MORTGAGEE'S OFFICE
INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES. The Mortgagor
hereby irrevocably consents to the exclusive jurisdiction of any state or
federal court for the county or judicial district where the Mortgagee's office
indicated above is located, and consents that all service of process be sent by
nationally recognized overnight courier service directed to the Mortgagor at the
Mortgagor's address set forth herein and service so made will be deemed to be
completed on the business day after deposit with such courier; provided that
nothing contained in this Mortgage will prevent the Mortgagee from bringing any
action, enforcing any award or judgment or exercising any rights against the
Mortgagor individually, against any security or against any property of the
Mortgagor within any other county, state or other foreign or domestic
jurisdiction. The Mortgagor acknowledges and agrees that the venue provided
above is the most convenient forum for both the Mortgagee and the Mortgagor. The
Mortgagor waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Mortgage.

         27. WAIVER OF JURY TRIAL. THE MORTGAGOR IRREVOCABLY WAIVES ANY AND ALL
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY
NATURE RELATING TO THIS MORTGAGE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
MORTGAGE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE MORTGAGOR
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

The Mortgagor acknowledges that it has read and understood all the provisions of
this Mortgage, including the waiver of jury trial, and has been advised by
counsel as necessary or appropriate.

<PAGE>

WITNESS the due execution hereof as a document under seal, as of the date first
written above.

                                  ALOETTE COSMETICS, INC.


                                  By:
                                     ------------------------------------------
                                          Patricia J. Defibaugh, President

(CORPORATE SEAL)                  Attest:
                                         --------------------------------------
                                         Jean M. Lewis, Assistant Secretary

The address of the within named Mortgagee is:

PNC Bank, National Association
100 South Broad Street
Philadelphia, PA 19110

By:
   -------------------------------------------
   Kevin Wheatley, Assistant Vice President







<PAGE>





COMMONWEALTH OF PENNSYLVANIA                                  )
                                                              )        ss:
COUNTY OF MONTGOMERY                                          )

         On this, the ______ day of January, 1996, before me, a Notary Public,
the undersigned officer, personally appeared Patricia J. Defibaugh, who
acknowledged herself to be the President of Aloette Cosmetics, Inc., a
Pennsylvania corporation, and that she, in such capacity, being authorized to do
so, executed the foregoing instrument for the purposes therein contained by
signing on behalf of said corporation.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


--------------------------------------
Notary Public

My commission expires:





<PAGE>





                                    EXHIBIT A



                                LEGAL DESCRIPTION






































<PAGE>



                    OPEN-END MORTGAGE AND SECURITY AGREEMENT

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


                            ALOETTE COSMETICS, INC.,
                                    Mortgagor

                                       AND

                         PNC BANK, NATIONAL ASSOCIATION,
                                    Mortgagee

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

                                   Return to:

                         PNC Bank, National Association
                         100 South Broad Street
                         Philadelphia, PA 19110

                         Attention:  Kevin Wheatley, Assistant Vice President