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Security Agreement                                                    PNC BANK


      THIS SECURITY AGREEMENT (this "Agreement") is made this ______ day of
January, 1996, by and between ALOETTE COSMETICS, INC. (the "Grantor"), with an
address at 1301 Wright's Lane East, West Chester, PA 19380, and PNC BANK,
NATIONAL ASSOCIATION (the "Bank"), with an address at 100 South Broad Street,
Philadelphia, Pennsylvania 19110.

      Under the terms hereof, the Bank desires to obtain and the Grantor desires
to grant the Bank security for all of the Obligations (as hereinafter defined).

      NOW, THEREFORE, the Grantor and the Bank, intending to be legally bound,
hereby agree as follows:

      1.  Definitions.

      (a) "Collateral" shall include all personal property of the Grantor,
including without limitation the following, all whether now owned or hereafter
acquired or arising: (i) accounts, accounts receivable, contract rights, chattel
paper, notes receivable, instruments and documents (including warehouse
receipts); (ii) goods of every nature, including without limitation, inventory,
stock-in-trade, raw materials, work in process, items held for sale or lease or
furnished or to be furnished under contracts of sale or lease, goods that are
returned, reclaimed or repossessed, together with materials used or consumed in
the Grantor's business; (iii) equipment, including, without limitation,
machinery, vehicles, furniture and fixtures; (iv) general intangibles, of every
kind and description, including, but not limited, to all existing and future
customer lists, choses in action, claims (including without limitation claims
for indemnification or breach of warranty), books, records, patents and patent
applications, copyrights, trademarks, tradenames, tradestyles, trademark
applications, goodwill, blueprints, drawings, designs and plans, trade secrets,
contracts, licenses, license agreements, formulae, tax and any other types of
refunds, returned and unearned insurance premiums, rights and claims under
insurance policies, and computer information, software, source codes, object
codes, records and data; (v) all property of the Grantor now or hereafter in the
Bank's possession or in transit to or from, under the custody or control of or
on deposit with, the Bank or any affiliate thereof, including deposit and other
accounts; (vi) all cash and cash equivalents; and (vii) all cash and non-cash
proceeds (including without limitation, insurance proceeds) of all of the
foregoing property, all products thereof and all additions and accessions
thereto, substitutions therefor and replacements thereof. The Collateral shall
also include any and all other tangible or intangible property that is described
as being part of the Collateral pursuant to one or more Riders to Security
Agreement that may be attached hereto or delivered in connection herewith.

      (b) "Loan Documents" means this Agreement, any and all notes evidencing
the Obligations and all related documents, instruments and agreements.

      (c)  "Obligations" shall include, without limitation, all loans,
advances, debts, liabilities, obligations, covenants and duties owing to the
Bank from the Grantor and/or ALOETTE COSMETICS, INC. OF
PENNSYLVANIA, ALOETTE COSMETICS, INC. OF DELAWARE or ALOETTE REALTY, INC. 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 Bank'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 Bank
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.

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      2.  Grant of Security Interest.  To secure the Obligations, the
Grantor, as debtor, hereby assigns and grants to the Bank, as secured
party, a continuing lien on and security interest in the Collateral.

      3. Change in Name or Locations. The Grantor hereby agrees that if the
location of the Collateral changes from the locations listed on Exhibit "A"
hereto and made part hereof, or if the Grantor changes its name or form of
organization, or establishes a name in which it may do business that is not
listed as a tradename on Exhibit "A" hereto, the Grantor will immediately notify
the Bank in writing of the additions or changes. The Grantor's chief executive
office is also shown on Exhibit "A" hereto.

      4. Representations and Warranties. The Grantor represents, warrants and
covenants to the Bank that: (a) the Grantor has not made any prior sale, pledge,
encumbrance, assignment or other disposition of any of the Collateral and the
same are free from all encumbrances and rights of setoff of any kind; (b) except
as herein provided, the Grantor will not hereafter without the prior written
consent of the Bank sell, pledge, encumber, assign or otherwise dispose of any
of the Collateral or permit any right of setoff, lien or security interest to
exist thereon except to the Bank; (c) the Grantor will defend the Collateral
against all claims and demands of all persons at any time claiming the same or
any interest therein; (d) each account and general intangible, if included in
the definition of Collateral, is genuine and enforceable in accordance with its
terms and the Grantor will defend the same against all claims, demands, setoffs
and counterclaims at any time asserted; and (e) at the time any account or
general intangible becomes subject to this Agreement, such account or general
intangible will be a good and valid account representing a bona fide sale of
goods or services by the Grantor and such goods will have been shipped to the
respective account debtors or the services will have been performed for the
respective account debtors, and no such account or general intangible will be
subject to any claim for credit, allowance or adjustment by any account debtor
or any setoff, defense or counterclaim.

      5.  Grantor's Covenants.  The Grantor covenants that it shall:

      (a) from time to time and at all reasonable times allow the Bank, by or
through any of its officers, agents, attorneys, or accountants, to examine or
inspect the Collateral, notify account debtors of the Bank's security interest
in accounts (if included in the definition of Collateral) and obtain valuations
and audits of the Collateral, at the Grantor's expense, wherever located. The
Grantor shall do, obtain, make, execute and deliver all such additional and
further acts, things, deeds, assurances and instruments as the Bank may require
to vest in and assure to the Bank its rights hereunder and in or to the
Collateral, and the proceeds thereof, including, but not limited to, waivers
from landlords, warehousemen and mortgagees;

      (b) keep the Collateral in good order and repair at all times and
immediately notify the Bank of any event causing a material loss or decline in
value of the Collateral whether or not covered by insurance and the amount of
such loss or depreciation;

      (c)  only use or permit the Collateral to be used in accordance with
all applicable federal, state, county and municipal laws and regulations;
and

      (d) have and maintain insurance at all times with respect to all
Collateral against risks of fire (including so-called extended coverage), theft,
sprinkler leakage, and other risks (including risk of flood if any Collateral is
maintained at a location in a flood hazard zone) as the Bank may require, in
such form, in such amount, for such period and written by such companies as may
be satisfactory to the Bank in its sole discretion. The policies of all such
casualty insurance shall contain a standard Lender's Loss Payable Clauses issued
in favor of the Bank under which all losses thereunder shall be paid to the Bank
as the Bank's interest may appear. Such policies shall expressly provide that
the requisite insurance cannot be altered or canceled without at least thirty
(30) days prior written notice to the Bank and shall insure the Bank
notwithstanding the act or neglect of the Grantor. Upon demand of the Bank, the
Grantor shall furnish the Bank with duplicate original policies of insurance or
such other evidence of insurance as the Bank may require. In the event of
failure to provide insurance as herein provided, the Bank may, at its option,
obtain such insurance and the Grantor shall pay to the Bank, on demand, the cost
thereof. Proceeds of insurance may be applied by the Bank to reduce the
Obligations or to repair or replace Collateral, all in the Bank's sole
discretion.

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      6. Negative Pledge; No Transfer. The Grantor will not sell or offer to
sell or otherwise transfer or, except as expressly permitted in that certain
Loan Agreement of even date among Grantor, Bank, ALOETTE COSMETICS, INC. OF
PENNSYLVANIA, ALOETTE COSMETICS, INC. OF DELAWARE and ALOETTE REALTY, INC. (the
"Loan Agreement") grant or suffer the imposition of a lien or security interest
upon the Collateral (except for sales of inventory and collections of accounts
in the Grantor's ordinary course of business) or use any portion thereof in any
manner inconsistent with this Agreement or with the terms and conditions of any
policy of insurance thereon.

      7.  Covenants for Accounts.

      (a) The Grantor will, on demand of the Bank, make notations on its books
and records showing the security interest of the Bank and make available to the
Bank shipping and delivery receipts evidencing the shipment of the goods that
gave rise to an account, completion certificates or other proof of the
satisfactory performance of services that gave rise to an account, a copy of the
invoice for each account and copies of any written contract or order from which
an account arose. The Grantor shall promptly notify the Bank if an account
becomes evidenced or secured by an instrument or chattel paper and upon request
of the Bank, will promptly deliver any such instrument or chattel paper to the
Bank, including without limitation, any letter of credit delivered to the
Grantor to support a shipment of inventory by the Grantor.

      (b) The Grantor will promptly advise the Bank whenever an account debtor
refuses to retain or returns any goods from the sale of which an account arose
and will comply with any instructions that the Bank may give regarding the sale
or other disposition of such returns. The Grantor will, on at least a weekly
basis, report all credits given to account debtors on all accounts.

      (c) The Grantor will immediately notify the Bank if any account arises out
of contracts with the United States or any department, agency or instrumentality
thereof, and will execute any instruments and take any steps required by the
Bank so that all monies due and to become due under such contract shall be
assigned to the Bank and notice thereof given to and acknowledged by the
appropriate government agency or authority under the Federal Assignment of
Claims Act.

      (d) At any time and without notice to the Grantor, the Bank may notify any
persons who are indebted to the Grantor on any Collateral consisting of accounts
or general intangibles of the assignment thereof to the Bank and may direct such
account debtors to make payment directly to the Bank of the amounts due. At the
request of the Bank, the Grantor will direct any persons who are indebted to the
Grantor on any Collateral consisting of accounts or general intangibles to make
payment directly to the Bank. The Bank is authorized to give receipts to such
account debtors for any such payments and the account debtors will be protected
in making such payments to the Bank. Upon the written request of the Bank, the
Grantor will establish with the Bank and maintain a lockbox account ("Lockbox")
with the Bank and a depository account(s) ("Cash Collateral Account") with the
Bank subject to the provisions of this subparagraph and such other agreements
related thereto as the Bank may require, whereupon all collections of accounts
shall be paid directly from account debtors into the Lockbox from which funds
shall be transferred to the Cash Collateral Account, and from which funds shall
be applied by the Bank, daily, to reduce the outstanding Obligations.

      8. Further Assurances. At the request of the Bank, the Grantor will join
with the Bank in executing one or more financing, continuation or amendment
statements pursuant to the Uniform Commercial Code in form satisfactory to the
Bank and will pay the cost of preparing and filing the same in all jurisdictions
in which such filing is deemed by the Bank to be necessary or desirable. A
carbon, photographic or other copy of this Agreement or of a UCC-1 financing
statement may be filed as and in lieu of a UCC-1 financing statement.

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      9. Events of Default. The Grantor shall, at the option of the Bank, be in
default under this Agreement upon the happening of any of the following events
or conditions (each, an "Event of Default"): (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 Bank under any of the Obligations that have a demand feature;
(d) the failure by the Grantor to perform any of its obligations under this
Agreement, which is not cured within any applicable cure period permitted in the
Loan Agreement; (e) falsity, inaccuracy or material breach by the Grantor of any
written warranty, representation or statement made or furnished to the Bank by
or on behalf of the Grantor; (f) an uninsured material loss, theft, damage, or
destruction to any of the Collateral, or the entry of any judgment against the
Grantor or any lien against or the making of any levy, seizure or attachment of
or on the Collateral; (g) the failure of the Bank to have a perfected first
priority security interest in the Collateral; (h) any indication or evidence
received by the Bank that the Grantor may have directly or indirectly been
engaged in any type of activity which, in the Bank's discretion, might result in
the forfeiture of any property of the Grantor to any governmental entity,
federal, state or local; or (i) if the Bank otherwise deems itself insecure.

      10. Remedies. Upon the occurrence of any such Event of Default and at any
time thereafter, the Bank may declare all Obligations secured hereby immediately
due and payable and shall have, in addition to any remedies provided herein or
by any applicable law or in equity, all the remedies of a secured party under
the Uniform Commercial Code. As permitted by such Code, the Bank may (a)
peaceably by its own means or with judicial assistance enter the Grantor's
premises and take possession of the Collateral, (b) render the Collateral
unusable, (c) dispose of the Collateral on the Grantor's premises, (d) require
the Grantor to assemble the Collateral and make it available to the Bank at a
place designated by the Bank, and (e) notify the United States Postal Service to
send the Grantor's mail to the Bank. Unless the Collateral is perishable or
threatens to decline speedily in value or is of a type customarily sold on a
recognized market, the Bank will give the Grantor reasonable notice of the time
and place of any public sale thereof or of the time after which any private sale
or any other intended disposition thereof is to be made. The requirements of
commercially reasonable notice shall be met if such notice is sent to the
Grantor at least five (5) days before the time of the intended sale or
disposition. Expenses of retaking, holding, preparing for sale, selling or the
like shall include the Bank's reasonable attorney's fees and legal expenses,
incurred or expended by the Bank to enforce any payment due it under this
Agreement either as against the Grantor, or in the prosecution or defense of any
action, or concerning any matter growing out of or connection with the subject
matter of this Agreement and the Collateral pledged hereunder.

      11. Power of Attorney. The Grantor does hereby make, constitute and
appoint any officer or agent of the Bank as the Grantor's true and lawful
attorney-in-fact, with power to endorse the name of the Grantor or any of the
Grantor's officers or agents upon any notes, checks, drafts, money orders, or
other instruments of payment or Collateral that may come into the possession of
the Bank in full or part payment of any amounts owing to the Bank; granting to
the Grantor's said attorney full power to do any and all things necessary to be
done in and about the premises as fully and effectually as the Grantor might or
could do, including the right to sign, for the Grantor, UCC-1 financing
statements and UCC-3 Statements of Change and to sue for, compromise, settle and
release all claims and disputes with respect to, the Collateral. The Grantor
hereby ratifies all that said attorney shall lawfully do or cause to be done by
virtue hereof. This power of attorney is coupled with an interest, and is
irrevocable.

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      12. Payment of Expenses. At its option, the Bank may discharge taxes,
liens, security interests or such other encumbrances as may attach to the
Collateral, may pay for required insurance on the Collateral and may pay for the
maintenance, appraisal or reappraisal, and preservation of the Collateral, as
determined by the Bank to be necessary. The Grantor will reimburse the Bank on
demand for any payment so made or any expense incurred by the Bank pursuant to
the foregoing authorization, and the Collateral also will secure any advances or
payments so made or expenses so incurred by the Bank.

      13. 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 such party, 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 any party may give to the other in writing for such purpose.

      14. Preservation of Rights. No delay or omission on the part of the Bank
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 Bank impair any right or power
arising hereunder. The Bank's rights and remedies hereunder are cumulative and
not exclusive of any other rights or remedies which the Bank may have under
other agreements, at law or in equity.

      15.  Illegality.  In case any one or more of the provisions
contained in this Agreement 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.

      16. Changes in Writing. No modification, amendment or waiver of any
provision of this Agreement nor consent to any departure by the Grantor
therefrom, will in any event be effective unless the same is in writing and
signed by the Bank, 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 Grantor in any case will entitle the Grantor to any other or
further notice or demand in the same, similar or other circumstance.

      17. Entire Agreement. This Agreement (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 parties with respect to the subject matter hereof.

      18.  Counterparts.  This Agreement may be signed in any number
of counterpart copies and by the parties hereto on separate counterparts,
but all such copies shall constitute one and the same instrument.

      19. Successors and Assigns. This Agreement will be binding upon and inure
to the benefit of the Grantor and the Bank and their respective heirs,
executors, administrators, successors and assigns; provided, however, that the
Grantor may not assign this Agreement in whole or in part without the prior
written consent of the Bank and the Bank at any time may assign this Agreement
in whole or in part.

      20. Interpretation. In this Agreement, unless the Bank and the Grantor
otherwise agree in writing, 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";
references to articles, sections (or subdivisions of sections) or exhibits are
to those of this Agreement unless otherwise indicated. Section headings in this
Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose. If this Agreement is
executed by more than one Grantor, the obligations of such persons or entities
will be joint and several.

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      21. Indemnity. The Grantor agrees to indemnify each of the Bank, its
directors, officers and employees and each legal entity, if any, who controls
the Bank (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 as a result of the execution of or performance under this Agreement;
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
Agreement. The Grantor may participate at its expense in the defense of any such
claim.

      22. Governing Law and Jurisdiction. This Agreement has been delivered to
and accepted by the Bank and will be deemed to be made in the State where the
Bank's office indicated above is located. THIS AGREEMENT WILL BE INTERPRETED AND
THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH
THE LAWS OF THE STATE WHERE THE BANK'S OFFICE INDICATED ABOVE IS LOCATED, EXCEPT
THAT THE LAWS OF THE STATE WHERE ANY COLLATERAL IS LOCATED (IF DIFFERENT FROM
THE STATE WHERE SUCH OFFICE OF THE BANK IS LOCATED) SHALL GOVERN THE CREATION,
PERFECTION AND FORECLOSURE OF THE LIENS CREATED HEREUNDER ON SUCH PROPERTY OR
ANY INTEREST THEREIN. The Grantor hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court for the county or judicial district
where the Bank's office indicated above is located, and consents that all
service of process be sent by nationally recognized overnight courier service
directed to the Grantor at the Grantor'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 Agreement will prevent the Bank
from bringing any action, enforcing any award or judgment or exercising any
rights against the Grantor individually, against any security or against any
property of the Grantor within any other county, state or other foreign
or domestic jurisdiction. The Bank and the Grantor agree that the venue provided
above is the most convenient forum for both the Bank and the Grantor. The
Grantor waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Agreement.

      23. SELF HELP REMEDIES. THE GRANTOR BEING FULLY AWARE OF THE RIGHT TO
NOTICE AND A HEARING ON THE QUESTION OF THE VALIDITY OF ANY CLAIMS THAT MAY BE
ASSERTED AGAINST THE GRANTOR BY THE BANK UNDER THIS AGREEMENT, AND RELATED
AGREEMENTS AND DOCUMENTS, BEFORE THE GRANTOR CAN BE DEPRIVED OF ANY PROPERTY IN
THE GRANTOR'S POSSESSION, HEREBY WAIVES THESE RIGHTS AND AGREES THAT THE BANK
MAY EMPLOY SELF-HELP OR ANY LEGAL OR EQUITABLE PROCESS PROVIDED BY LAW TO TAKE
POSSESSION OF ANY SUCH PROPERTY WITHOUT FIRST OBTAINING A FINAL JUDGMENT OR
WITHOUT FIRST GIVING THE GRANTOR NOTICE AND THE OPPORTUNITY TO BE HEARD ON THE
VALIDITY OF THE CLAIM UPON WHICH SUCH TAKING IS MADE. THE GRANTOR WAIVES ALL
RELIEF FROM ALL APPRAISEMENT OR EXEMPTION LAWS NOW IN FORCE OR HEREAFTER
ENACTED.

      24. WAIVER OF JURY TRIAL. EACH OF THE GRANTOR AND THE BANK 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 AGREEMENT, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN
ANY OF SUCH DOCUMENTS. THE GRANTOR AND THE BANK ACKNOWLEDGE THAT THE FOREGOING
WAIVER IS KNOWING AND VOLUNTARY.

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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



                                  PNC BANK, NATIONAL ASSOCIATION

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






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                                   EXHIBIT "A"
                              TO SECURITY AGREEMENT


Address of Grantor's chief executive office, including the County:

1301 Wright's Lane East, West Chester, PA  19380



Address for books and records, if different: N/A





Addresses of other Collateral locations, including Counties and name and address
of landlord or owner if location is not owned by the Grantor:



                                       N/A






Other names or tradenames now or formerly used by the Grantor:


                         See Exhibit "B" attached hereto 
                             -----------