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                          GRANT OF SECURITY INTEREST IN
                  PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES


THIS GRANT OF SECURITY INTEREST IN PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES
(herein the "Agreement") made as of this 29th day of March, 2001, by TWIN
LABORATORIES INC., a Utah corporation with a principal place of business at 150
Motor Parkway, Hauppauge, New York 11788 (herein "TLI"), ADVANCED RESEARCH
PRESS, INC., a New York corporation with a principal place of business at 150
Motor Parkway, Hauppauge, New York 11788 (herein "ARP"), CHANGES INTERNATIONAL,
INC., a Florida corporation with a principal place of business at 150 Motor
Parkway, Hauppauge, New York 11788 (herein "CII"), PR NUTRITION, INC., a
California corporation with a principal place of business at 5825 Oberlin Drive,
Suite 200, San Diego, California 92121 (herein "PR Nutrition"), HEALTH FACTORS
INTERNATIONAL, INC., a Delaware corporation with a principal place of business
at 429 South Siesta Lane, Tempe, Arizona 85281 (herein "HFI") and BRONSON
LABORATORIES, INC., a Delaware corporation with a principal place of business at
150 Motor Parkway, Hauppauge, New York 11788 (herein "Bronson", and individually
a "Company" and collectively with TLI, ARP, CII, PR Nutrition and HFI, the
"Companies"), and The CIT Group/Business Credit, Inc., a New York corporation,
with offices at 300 S. Grand Avenue, 3rd Floor, Los Angeles, CA 90071 (herein
"Agent").


                               W I T N E S E T H:


WHEREAS, the Companies, the Lenders which are party thereto, and Agent, on
behalf of the Lenders, are parties to a certain Financing Agreement of even date
herewith, as the same may be amended from time to time (herein the "Financing
Agreement"), which Financing Agreement provides (i) for Lenders to make certain
loans, advances and extensions of credit, all to or for the account of the
Companies and (ii) for the grant by each Company to Agent of a security interest
in certain of such Company's assets, including, without limitation, its patents,
patent applications and/or registrations, trademarks, trademark applications
and/or registrations, tradenames, goodwill, copyrights, copyright applications
and/or registrations, and licenses, all as more fully set forth therein;

NOW THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the Companies agree as follows:

1.   Definitions. Capitalized terms used herein and defined in the Financing
     Agreement shall have the meanings set forth therein unless otherwise
     specifically defined herein.

2.   Grant of Security Interest. To secure the payment of the "Obligations" (as
     defined in the Financing Agreement), each Company hereby grants to Agent,
     for the benefit of Lenders, a security interest, effective immediately, in
     all of such Company's right, title and interest in


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     and to all of the following described property, whether now owned or
     hereafter acquired (collectively herein the "Intellectual Property
     Collateral"):

     (i)  Patents and patent applications and/or registrations together with the
          inventions and improvements described and claimed therein including,
          without limitation, the United States registered patents and
          applications, if any, listed on Schedule A, attached hereto and made a
          part hereof, and any and all reissues and renewals thereof and all
          income, royalties, damages and payments now and hereafter due and/or
          payable in connection therewith including, without limitation, damages
          and payments for past or future infringements thereof (all of the
          foregoing are sometimes hereinafter individually and/or collectively
          referred to as the "Patent Collateral");

     (ii) Trademarks, trademark registrations and/or applications and tradenames
          including, without limitation, the United States registered trademarks
          and applications, if any, listed on Schedule B attached hereto and
          made a part hereof, and any and all reissues and/or renewals thereof,
          and all income, royalties, damages and payments now and hereafter due
          and/or payable in connection therewith including, without limitation,
          damages and payments for past or future infringements thereof (all of
          the foregoing are sometimes hereinafter individually and/or
          collectively referred to as the "Trademark Collateral");

     (iii) Copyrights, copyright registrations and/or applications including,
          without limitation, the United States registered copyrights and
          applications, if any, listed on Schedule C attached hereto and made a
          part hereof, and any and all reissues and/or renewals thereof, and all
          income, royalties, damages and payments now and hereafter due and/or
          payable in connection therewith including, without limitation, damages
          and payments for past or future infringements thereof (all of the
          foregoing are sometimes hereinafter individually and/or collectively
          referred to as the "Copyright Collateral");

     (iv) Any license agreement in which such Company is or becomes licensed to
          use any patents, copyrights and/or trademarks owned by a third party
          (all of the foregoing are sometimes referred to herein individually
          and/or collectively as the "License Collateral");

     (v)  The goodwill of such Company's business connected with and symbolized
          by such Company's Intellectual Property Collateral; and

     (vi) All cash and non-cash proceeds of the foregoing.

Anything in this Agreement to the contrary notwithstanding, the Intellectual
Property Collateral shall not include, and no security interest, lien or pledge
granted hereunder shall extend or attach to, any Company's rights (other than
rights to payment) under any license agreements existing as of the date hereof
that prohibit the grant of a security interest or lien therein or pledge to the
extent, and only to the extent, that the terms prohibiting the grant of such
security interest or lien or pledge have not been waived or consented to in
writing by the licensor, lessor or other necessary person or entity

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     under such agreement.

3.   Agent's Rights. Upon the occurrence of any Event of Default hereunder,
     Agent shall have all the rights and remedies of a secured party under the
     Uniform Commercial Code and any other applicable state or federal laws.
     Agent will give the Companies reasonable notice of the time and place of
     any public sale of the Intellectual Property Collateral or the time after
     which any private sale of the Intellectual Property Collateral or any other
     intended disposition thereof is to be made. Unless otherwise provided by
     law, the requirement of reasonable notice shall be met by providing such
     notice as may be required pursuant to the Financing Agreement. A formal
     irrevocable power of attorney (in the form annexed hereto) is being
     executed and delivered by each Company to Agent concurrently with this
     Agreement to facilitate the exercise of such rights.

4.   Fees. The Companies will pay all filing fees with respect to the
     recordation, filing and perfection of the security interest created hereby
     which Agent may deem necessary or advisable in order to perfect and
     maintain the perfection of its security interest in the Intellectual
     Property Collateral.

5.   Representations and Warranties. Each Company represents and warrants: that
     such Company lawfully possesses and owns such Company's Intellectual
     Property Collateral and that except for the security interest granted
     hereby and Permitted Encumbrances (as defined in the Financing Agreement),
     such Company's Intellectual Property Collateral will be kept free from all
     liens, security interests, claims and encumbrances whatsoever; that such
     Company has not made or given any prior assignment, transfer or security
     interest in such Company's Intellectual Property Collateral or any of the
     proceeds thereof; that such Company's Intellectual Property Collateral is
     and will continue to be, in all respects, in full force and effect; and
     that there are no known infringements of such Company's Intellectual
     Property Collateral.

6.   Defense of Claims. The Companies will, to the extent reasonably requested
     by Agent, defend at their own cost and expense any action, claim or
     proceeding affecting the Intellectual Property Collateral or the interest
     of Agent therein. The Companies agree to reimburse Agent for all reasonable
     costs and expenses incurred by Agent in defending any such action, claim or
     proceeding.

7.   Rights Cumulative. This Agreement shall be in addition to the Financing
     Agreement and shall not be deemed to affect, modify or limit the Financing
     Agreement or any rights that Agent and the Lenders have under the Financing
     Agreement. Each Company agrees to execute and deliver to Agent (at the
     Company's expense) any further documentation or papers Agent reasonably
     deems necessary to carry out the intent or purpose of this Agreement
     including, but not limited to, financing statements under the Uniform
     Commercial Code. The rights and remedies of Agent and the Lenders arising
     under this Agreement, the Irrevocable Power of Attorney delivered by each
     Company in connection herewith, and the Financing Agreement are all subject
     to provisions of this Agreement and the Financing Agreement and the
     limitations of applicable law, including those relating to

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     the exercise of the rights of a secured party upon default under the
     Uniform Commercial Code. Nothing in this Agreement or in the Irrevocable
     Power of Attorney delivered by each Company in connection herewith shall be
     deemed to be a waiver by any Company of its rights under applicable law,
     including the Uniform Commercial Code.

8.   Construction and Invalidity. Any provisions hereof contrary to, prohibited
     by or invalid under any laws or regulations shall be inapplicable and
     deemed omitted herefrom, but shall not invalidate the remaining provisions
     hereof.

9.   CHOICE OF LAW. EACH COMPANY AGREES THAT THE VALIDITY, INTERPRETATION AND
     ENFORCEMENT OF THIS AGREEMENT AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY
     THE LAWS OF THE STATE OF CALIFORNIA. THIS AGREEMENT TOGETHER WITH THE
     FINANCING AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF EACH COMPANY AND
     AGENT AND THE LENDERS WITH RESPECT TO THE INTELLECTUAL PROPERTY COLLATERAL,
     CAN ONLY BE CHANGED OR MODIFIED IN WRITING AND SHALL BIND AND BENEFIT SUCH
     COMPANY, AGENT, THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
     EACH COMPANY AND AGENT EACH HEREBY EXPRESSLY WAIVES ANY RIGHT OF TRIAL BY
     JURY ON ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER.

10.  Events of Default. Any of the following constitutes an Event of Default
     under this Agreement:

     (i)  Any warranty or representation made by a Company in this Agreement
          shall be or becomes false or misleading in any material respect; or

     (ii) The occurrence of any Event of Default under the Financing Agreement,
          which is not waived in writing by Agent or the Required Lenders.

11.  Notices. Each Company covenants and agrees that, with respect to such
     Company's Intellectual Property Collateral, it will give Agent written
     notice in the manner provided in the Financing Agreement of:

     (i)  any claim by a third party that such Company has infringed on the
          rights of a third party;

     (ii) any material infringement by a third party (known to an executive
          officer of the Company) on the rights of such Company; or

     (iii) any United States registered Patents, Trademarks, tradenames, service
          marks, Copyrights, brand names, trade names, logos and other trade
          designations acquired or applied for by such Company after the date
          hereof.


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12.  Further Assurances. Each Company will take any such action as Agent may
     reasonably require to further confirm or protect Agent's rights under this
     Agreement in the Intellectual Property Collateral. In furtherance thereof,
     each Company hereby grants to Agent the power of attorney, in the form
     attached hereto, coupled with an interest which shall be irrevocable during
     the term of this Agreement.


13.  Termination. This Agreement shall terminate upon termination of the
     Financing Agreement and full, final and indefeasible payment of all
     Obligations of the Companies thereunder. Upon the Companies' request, Agent
     shall within a reasonable time after any such termination execute and
     deliver to the Companies (at the Companies' expense) such documents and
     instruments as are reasonably necessary to evidence such termination and
     release of the security interest granted herein on any applicable public
     record.

                    [REMAINDER OF PAGE INTENTIONALLY BLANK]


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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the 29th of March, 2001.


TWIN LABORATORIES INC.,
a Utah corporation

By: __________________________
Title:


ADVANCED RESEARCH PRESS, INC.,
a New York corporation

By: __________________________
Title:


CHANGES INTERNATIONAL, INC.,
a Florida corporation

By:_________________________
Title:


PR NUTRITION, INC.,
a  California corporation

By:_________________________
Title:


HEALTH FACTORS INTERNATIONAL, INC.,
a Delaware corporation

By:_________________________
Title:


BRONSON LABORATORIES, INC.,
a Delaware corporation

By:_________________________
Title:


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Agreed and Accepted this
29th  day of March, 2001


THE CIT GROUP/BUSINESS CREDIT, INC.


By:
    -------------------------------
Title:

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                          IRREVOCABLE POWER OF ATTORNEY


Each of the undersigned (hereinafter, each a "Company" and collectively, the
"Companies"), hereby grants to The CIT Group/Business Credit, Inc., a New York
corporation, with offices at 300 S. Grand Ave., 3rd Floor, Los Angeles, CA 90071
(hereinafter referred to as "Agent"), the exclusive Irrevocable Power of
Attorney to transfer to Agent or to any designee of Agent all of each Company's
Intellectual Property Collateral listed on the Schedules attached to the Grant
of Security Interest in Patents, Trademarks and Licenses (the "Agreement"),
dated as of the date hereof, between the Companies and Agent including, without
limitation, all patents, patent applications and/or registrations, trademarks,
trademark applications and/or registrations, copyrights, copyright applications
and/or registrations, and licenses together with the goodwill of the business
connected with or symbolized by such Intellectual Property Collateral and each
Company's entire inventory of labels and decals bearing any trademarks not
affixed to its products, and the right to operate and control, sell, assign, and
transfer the business under those trademarks under the following terms and
conditions:

     1. The Power of Attorney granted hereunder shall be effective as of the
date hereof and shall last for as long as any now existing or hereafter arising
indebtedness, liabilities or obligations of the Company to the Lenders are
outstanding under the Financing Agreement, dated on or about the date hereof,
between the Companies, Agent and the Lenders.

     2. The Power of Attorney granted herein shall be irrevocable throughout the
duration of its life as specified in Paragraph 1 hereinabove;

     3. The Power of Attorney granted herein shall only be exercisable by Agent
during the continuance of an Event of Default under the Agreement; and

     4. Agent shall provide the Company ten (10) days prior written notice of
the exercise of this power.

[REMAINDER OF PAGE INTENTIONALLY BLANK]


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IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be executed
as of the 29th of March, 2001.

TWIN LABORATORIES INC.,
a Utah corporation

By: __________________________
Title:


ADVANCED RESEARCH PRESS, INC.,
a New York corporation

By: __________________________
Title:


CHANGES INTERNATIONAL, INC.,
a Florida corporation

By:_________________________
Title:


PR NUTRITION, INC.,
a  California corporation

By:_________________________
Title:


HEALTH FACTORS INTERNATIONAL, INC.,
a Delaware corporation

By:_________________________
Title:


BRONSON LABORATORIES, INC.,
a Delaware corporation

By:_________________________
Title:


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STATE OF                   )
                           )
COUNTY OF                  )


     On ,            2001, before me, the undersigned, a notary public in and

for said State, personally appeared                     known to me to be the
                of,  the corporation that executed the within instrument, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws and a resolution of its board of directors.


     WITNESS my hand and official seal.



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


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              SCHEDULE A TO GRANT OF SECURITY INTEREST IN PATENTS,
                       TRADEMARKS, COPYRIGHTS AND LICENSES



                                  U.S. PATENTS


Title                            Patent No.                          Issue Date


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              SCHEDULE B TO GRANT OF SECURITY INTEREST IN PATENTS,
                       COPYRIGHTS TRADEMARKS AND LICENSES


                                 U.S. TRADEMARKS


Title or Mark                Registration No.          Registration Date




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              SCHEDULE C TO GRANT OF SECURITY INTEREST IN PATENTS,
                       TRADEMARKS, COPYRIGHTS AND LICENSES

                                 U.S. COPYRIGHTS


Copyright                     Registration No.            Registration Date





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