MODIFIED AND RESTATED CREDIT AGREEMENT

BY AND BETWEEN

NATIONSBANK, N.A., successor by merger to
NATIONSBANK, N.A. (SOUTH), a national banking association
(the "Bank")

AND

THE STEPHAN CO., a Florida corporation
(the "Borrower")

Dated July 15, 1997

MODIFIED AND RESTATED CREDIT AGREEMENT

THIS MODIFIED AND RESTATED CREDIT AGREEMENT (this "Restated Credit 
Agreement"), made this 15 day of July, 1997, between THE STEPHAN CO., a 
Florida corporation (the "Borrower") and NATIONSBANK, N.A., successor by 
merger to NATIONSBANK, N.A. (SOUTH), a national banking association (the 
"Bank").

                                 WITNESSETH:

WHEREAS, Bank extended a revolving line of credit in the amount of TWO 
MILLION AND NO/100 DOLLARS ($2,000,000.00) (the "1996 Loan") to Borrower, 
as evidenced by a Revolving Promissory Note in the amount of the 1996 Loan 
dated June 26, 1996 (the "1996 Note"), which was be used by Borrower for 
acquisitions; and

WHEREAS, Borrower executed among other loan documents, the following 
documents with regard to the 1996 Loan:

	A.	Security Agreement dated June 26, 1996 from Borrower to Bank securing 
Borrower's Collateral more particularly described therein (the 
"Collateral") (the " Security Agreement");

	B.	Credit Agreement dated June 26, 1996 between Borrower and Bank (the 
"Credit Agreement");

 C. Security Interest in Trademarks dated June 26, 1996 from Borrower to 
Bank (the "Trademarks Security");

 D.	UCC-1 Financing Statement from Borrower to Bank filed of record July 
5, 1996, in Official Records Book 25098, Page 72, of the Public Records of 
Broward County, Florida, securing the Collateral (the "County UCC-l"); and

	E.	UCC-1 Financing Statement filed with the Secretary of State, Florida 
on July 8, 1996, under File Number 960000140290, securing the Collateral 
(the "State UCC-1").

WHEREAS, Borrower and Bank agreed to release the Collateral as security 
for the 1996 Loan pursuant to that certain letter agreement dated 
September 5, 1996; and

WHEREAS, the County UCC-I was amended by the following financing statement:

	A.	UCC-3 Financing Statement from Borrower to Bank filed of record 
September 9, 1996, in Official Records Book 25370 Page 371, of
the Public Records of Broward County, Florida, releasing the all
"Colgate-Palmolive Company" brands (the "County UCC-3");

	B.	UCC-3 Financing Statement from Borrower to Bank filed of record 
September 9, 1996, in Official Records Book 25370 Page 371, of the Public 
Records of Broward County, Florida, releasing all the Collateral (the 
"Second County UCC-3");

and 

WHEREAS, the State UCC-I was amended by the following financing statement:

	A.	UCC-3 Financing Statement filed with the Secretary of State, Florida 
on September 9, 1996, under File Number 960000188643, all releasing the 
"Colgate Palmolive Company" brands (the "State UCC-3");

	B.	UCC-3 Financing Statement filed with the Secretary of State, Florida 
on September 18, 1996, under File Number 960000198196, releasing all the 
Collateral (the "Second State UCC-3");

and 

WHEREAS, the Security Agreement, Credit Agreement, Trademarks Security, 
County UCC-1, State UCC-1, County UCC-3, Second County UCC-3, State UCC-3, 
Second State UCC-3 and any and all supplemental loan documents executed 
therein are hereinafter collectively referred as to the "Security 
Documents"; and

WHEREAS, Bank has agreed to: (i) extend a revolving line of credit in 
the amount of THREE MILLION AND NO/100 DOLLARS ($3,000,000.00) (the "1997 
Loan") to Borrower, as evidenced by a Revolving Line of Credit Promissory 
Note of even date herewith (the " 1997 Note"), which shall be used by 
Borrower for acquisitions; and (ii) consolidate, modify and restate the 
1996 Note and 1997 Note as evidenced by a Consolidated, Modified and 
Restated Revolving Line of Credit Promissory Note in the original principal 
amount of Five Million and No/100 Dollars ($5,000,000.00); and (iii) modify 
and/or restate the Loan Documents; and

WHEREAS, Bank has agreed to provide such financing conditioned upon the 
Borrower agreeing to the terms and conditions set forth in this Restated 
Credit Agreement and to the execution of certain other documents in 
connection therewith.

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and 
other good and valuable consideration, the receipt whereof is hereby 
acknowledged, the parties agree as follows:

1. DEFINITIONS  The following definitions will apply to this Restated 
Credit Agreement as well as all other documentation involved in 
this loan transaction:

	A.	"Bank" - NATIONSBANK, N.A., successor by merger to NATIONSBANK, N.A. 
(SOUTH), a national banking association.

	B.	"Borrower" - THE STEPHEN CO., a Florida corporation

	C.	"Consolidated Note" - is the Consolidated, Modified and Restated 
Revolving Line of Credit Promissory Note in the original principal amount
of Five Million and No/100 Dollars ($5,000,000.00) from Borrower in
favor of Bank.

	D.	"Current Maturity Coverage" - is defined as the sum of Net income, 
non-cash charges less dividends divided by the sum of current maturities of
long term debt. Borrower shall maintain a Current Maturity Coverage of
not less than I.75:1.00.

	E.	"Funded Debt/EBITDA" - is 2.50:1.00 to be tested quarterly on a 
trailing monthly basis.

	F.	"LIBOR RATE" - The thirty (30) day LIBOR RATE, as published in the 
Wall Street Journal as the average rate at which deposits in United States
of America dollars were offered in the London Interbank Market.

 G. "Line of Credit" - The revolving line of credit loan from Bank to 
Borrower in the principal amount of Five Million and No/100 Dollars 
($5,000,000.00) as evidenced by that Consolidated Note.

	H.	"Loan Documents" - This term includes all documents which comprise 
the loan documentation including, but not limited to the 1996 Note, the 
1997 Note, the Consolidated Note, Credit Agreement, this Restated Credit 
the Agreement, Acknowledgement, Agreement and Reaffirmation of Loan
Documents, the Commitment Letter dated May 26, 1997 between Bank
and Borrower and any and all other supplemental related loan documents.

	I.	"1996 Loan" - A revolving line of credit in the amount of Two Million 
and No/100 Dollars ($2,000,000.00).

	J.	" 1997 Loan" - A revolving line of credit in the amount of Three 
Million and No/100 Dollars ($3,000,000.00).

	K.	"1996 Note" The Promissory Note dated June 26, 1996 in the original 
principal amount of the 1996 Loan from Borrower to Bank.

 L.  "1997 Note" - The Revolving Line of Credit Promissory Note of even 
date herewith in the original principal amount of the 1997 Loan from 
Borrower to Bank.

	M.	"Security Documents" - This term includes all documents which 
comprise the loan documentation including, but not limited to Security 
Agreement, Credit Agreement, Trademarks Security, County UCC-I, State 
UCC-I, County UCC-3, Second County UCC-3, State UCC-3, Second State UCC
3 between Bank and Borrower and any and all other supplemental related
loan documents.

	     2. INTEREST RATE. From the date hereof, the unpaid principal balance 
of the Consolidated Note shall bear interest at the LIBOR RATE, plus 1.30%

     3.DEFAULT RATE OF INTEREST. After maturity, whether by acceleration or 
otherwise, or after the entry of judgment, at Holder's option, the entire 
unpaid principal balance of the Line of Credit shall bear interest until 
paid at an augmented annual rate (the "Default Rate") from and after the 
stated or accelerated maturity of the Consolidated Note, or from and after 
failure to pay on the due date any sum payable under the Consolidated Note 
or under any other Loan Document (and the expiration of any applicable 
grace period provided in the Consolidated Note or any such other Loan 
Document for that payment), or from and after the occurrence of any other 
default (whether concerned with the payment of money or otherwise) under 
any Loan Document (and the expiration of any applicable grace period 
provided in such Loan Document for the cure of that default); provided, 
however that after judgment all such sums shall bear interest at the 
greater of the Default Rate or the rate prescribed by applicable law for 
judgments. The Default Rate shall be eighteen percent (18%) per annum.

4. MATURITY DATE. Provided there is no event of a monetary or 
non-monetary default under the Consolidated Note or Loan Documents, the 
entire principal balance and any unpaid charges, together with any accrued, 
but unpaid, interest thereon shall be due and payable in full on JULY 15, 
1999.

5. USE OF PROCEEDS. The proceeds shall be used by Borrower for 
acquisitions. Borrower may use Line of Credit by borrowing thereunder, 
repaying the line of credit in whole or part, and reborrowing provided no 
default exists under the Line of Credit, Consolidated Note and the Loan 
Documents and subject to Minimum Current Maturity Coverage, defined in 
Section I above, and remaining terms and conditions set forth herein up 
through JULY 13, 1999.

6. COLLATERAL. The Line of Credit is unsecured. The Borrower has 
agreed, represented and warranted with Bank that Borrower shall not 
encumber the brands acquired through the New Image Laboratories, Inc. 
transaction and has executed an Agreement Not to Encumber of even date 
herewith.

7. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and 
warrants to Bank as follows:


        A. Good Standing. Borrower is a corporation, duly organized, 
validly existing and in good standing under the laws of Florida and has the 
power and authority to own its property and to carry on its business in 
each jurisdiction in which Borrower floes business.

        B. Authority and Compliance. Borrower has full power and authority 
to execute and deliver the Loan Documents and to incur and perform the 
obligations provided for therein, all of which have been duly authorized by 
all proper and necessary action of the appropriate governing body of 
Borrower. No consent or approval of any public authority or other third 
party is required as a condition to the validity of any Loan Document, and 
Borrower is in compliance with all laws and regulatory requirements to 
which it is subject.

        C. Binding Agreement. This Agreement and the other Loan Documents 
executed by Borrower constitute valid and legally binding obligations of 
Borrower, enforceable in accordance with their terms.

        D. Litigation. There is no actions, suits or, proceedings involving 
Borrower pending or, to the knowledge of Borrower, threatened before any 
court or governmental authority, agency or arbitration authority, except as 
disclosed to Bank in writing and acknowledged by Bank prior to the date of 
this Agreement, which involve or would adversely affect the transactions 
contemplated herein or which could have an adverse affect on the Borrower's 
business or financial condition.

        E. No Conflicting Agreements. There is no charter, bylaw, stock 
provision, partnership agreement or other document pertaining to the 
organization, power or authority of Borrower and no provision of any 
existing agreement, mortgage, indenture or contract binding on Borrower or 
affecting its property, which would conflict with or in any way prevent the 
execution, delivery or carrying out of the terms of this Agreement and the 
other Loan Documents.

        F. Ownership of Assets. Borrower has good title to its assets and 
all the New Image Laboratories, Inc. brands, and its assets and the New 
Image Laboratories, Inc. brands are free and clear of liens, except those 
disclosed to Bank in writing prior to the date of this Agreement. Borrower 
has executed and delivered to Bank a Agreement Not to Encumber as to the 
New Image Laboratories, Inc. brands.

        G. Taxes. All taxes and assessments due and payable by Borrower 
have been paid or are being contested in good faith by appropriate 
proceedings and the Borrower has filed all tax returns which it is required 
to file.

        H. Financial Statements. The financial statements of Borrower 
heretofore delivered to Bank have been prepared in accordance with GAAP 
applied on a consistent basis throughout the period involved and fairly 
present Borrower's financial condition as of the date or dates thereof, and 
there has been no material adverse change in Borrower's financial condition 
or operations since March 30, 1997. All factual information furnished by 
Borrower to Bank in connection with this Agreement and the other Loan 
Documents is and will be accurate and complete on the date as of which such 
information is delivered to Bank and is not and will not be incomplete by 
the omission of any material fact necessary to make such information not 
misleading.

       I.  Place of Business. Borrower's chief executive office is              
located at 1850 West McNab Road Fort Lauderdale, Florida 33309.

       J.	    Environmental The conduct of Borrower's business operations 
and the condition of Borrower's property does not and will not violate any 
federal laws, rules or ordinances for environmental protection, regulations 
of the Environmental Protection Agency, any applicable local or state law, 
rule, regulation or rule of common law or any judicial interpretation 
thereof relating primarily to the environment or Hazardous Materials.

        K. Continuation of Representations and Warranties. All 
representations and warranties made under this Agreement shall be deemed to 
be made at and as of the date hereof and at and as of the date of any 
advance(s) under the 1996 Loan and/or 1997 Loan.

        8. CONDITIONS PRECEDENT TO FIRST ADVANCE. The following are 
conditions precedent to Bank's obligation to close and fund the Line of 
Credit and the Borrower agrees to furnish the following to the Bank, as a 
condition precedent to closing:

           A.  Purchase Agreement - Copy of the Purchase Agreement between 
Borrower and New Image Laboratories, Inc. for Bank's complete review and 
acceptance.

           B.	  Liquidating Trust Agreement - Copy of the Liquidating Trust 
Agreement.

C. Projections - Copy of the Projections to include New Image 
Transaction.

           D.  	Opinion Letter - Written opinion addressed to Bank, from 
Borrower's attorney addressing the proposed 1997 Note, Consolidated Note, 
Loan Documents and that the New Image Laboratories, Inc. brands are free 
and clear of encumbrances, liens, pledges, mortgages, and other title 
retention agreements ant] claims and in form and substance satisfactory to 
Bank and its counsel.

           E. Corporate Documents - Certified copies of the Articles of 
Incorporation and Bylaws of Borrower, and all amendments thereto, together 
with a Certificate of Good Standing of Borrower and proof of qualification 
to do business in each jurisdiction business is conducted.

           F. Corporate Resolutions - Resolution of Borrower authorizing 
the 1997 Loan and Line of Credit and the execution of all documents 
required hi connection with the 1997 Loan and Line of Credit.

           G. The executed 1997 Note, Consolidated Note and Loan Documents 
and other documents and instruments necessary or advisable in connection 
with the 1997 Loan and Line of Credit.

           H. Certification that there exists no pending or threatened 
litigation, the result of which could have an adverse effect on the 
business or financial condition of the Borrower.

           I.  	All other documents required in connection with the 1997 
Loan and Line of Credit.

        9. CONDITIONS TO EACH ADVANCE.

	           A. There shall exist no event of default; the representations 
and warranties contained in the Loan Documents shall be true and accurate; 
there shall have occurred no material adverse change in the financial 
condition of the Borrower or any other person liable for repayment of the 
Line of Credit; and the Bank shall not have determined that the prospect of 
payment or performance of the Line of Credit has been materially impaired.

           B. Advances on the Line of Credit will be made by written 
communication from a person reasonably believed by Bank to be an authorized 
representative of Borrower. Unless otherwise agreed by the Bank, all 
advances will be made to a demand deposit account maintained at the Bank in 
the name of the Borrower.

       10. FINANCIAL COVENANTS. Until full payment and performance of all 
obligations of Borrower under the Loan Documents, Borrower will, unless 
Bank consents otherwise in writing (and without limiting any requirement of 
any other Loan Document):

           A. Financial Condition. Maintain Borrower's financial condition 
as follows, determined in accordance with GAAP applied on a consistent 
basis throughout the period involved except to the extent modified by the 
following definitions:

              i.  Funded Debt/EBlTDA Coverage Ratio. Borrower will maintain 
a minimum Funded Debt/EBlTDA Coverage Ratio of not more than 2.50:1.00 
throughout the Line of Credit term. The Funded Debt/EBITDA Coverage Ratio 
shall be tested quarterly beginning with the June 30, 1997 quarterly 
financial statements on a trailing twelve month basis.

             ii. Current Maturity Coverage Ratio. Borrower will maintain a 
minimum Current Maturity Coverage Ratio of not less than 1.75:1.00 
throughout the Line of Credit term.

          B. Financial Statements and Other Information. Maintain a system 
of in accordance with GAAP applied on a consistent basis throughout the 
period involved, and in the event of default, permit Bank's officers or 
authorized representatives to visit and inspect Borrower's books of account 
and other records at such reasonable times and as often as Bank may desire, 
and further pay the reasonable fees and disbursements of any accountants or 
other agents of Bank selected by Bank for the foregoing purposes. Unless 
written notice of another location is given to Bank, Borrower's books and 
records will be located at Borrower's chief executive office set forth 
above. All financial statements called for below shall be prepared in form 
and content acceptable to Bank and by independent certified public 
accountants acceptable to Bank, the same acceptance not to be unreasonably 
withheld by Bank.

In addition, Borrower will:

i. Furnish to Bank annual audited unqualified 
consolidated financial statements of Borrower for each fiscal year of 
Borrower, within one hundred twenty (120) days after the close of each such 
fiscal year.

ii. Furnish to Bank company prepared consolidated 
financial statements of Borrower for each quarter of each fiscal quarter of 
Borrower, within fifty (50) days after the close of each such period, 
together with quarterly compliance certificates.

iii. Furnish to Bank a compliance certificate for 
(and executed by an authorized representative of) Borrower concurrently 
with and dated as of the date of delivery of each of the financial 
statements as required in paragraphs i and ii above, containing (a) a 
certification that the financial statements of even date are true and 
correct and that the Borrower is not in default under the terms of this 
Agreement, and (b) computations and conclusions, in such detail as Bank may 
request, with respect to compliance with this Agreement, and the other Loan 
Documents, including computations of all quantitative covenants.

11.  AFFIRMATIVE COVENANTS.  Until full payment and performance of all 
obligations of Borrower under the Line of Credit Documents, Borrower will, 
unless Bank consents otherwise in writing (and without limiting any 
requirement of any other Loan Document):

A. Insurance. Maintain insurance with responsible 
insurance companies on such of its properties, in such amounts and against 
such risks as is customarily maintained by similar businesses operating in 
the same vicinity, specifically to include fire and extended coverage 
insurance covering all assets, business liability insurance, all to be with 
such companies and in such amounts as are satisfactory to Bank and 
providing for at least 30 days prior notice to Bank of any cancellation 
thereof. Satisfactory evidence of such insurance will be supplied to Bank 
prior to funding under the 1997 Loan and Line of Credit and 30 days prior 
to each policy renewal.

B. Existence and Compliance. Maintain its existence, 
good standing and qualification to do business, where required and comply 
with all laws, regulations and governmental requirements including, without 
limitation, environmental laws applicable to it or to any of its 
properties, business operations and transactions and comply with OHSA, EPA, 
Pension Guaranty Board and ERISA.

C. Adverse Conditions or Events. Promptly advise Bank 
in writing of (i) any act, omission or undertaking which would singly or in 
the aggregate have a materially adverse effect upon the business, assets, 
liabilities, financial conciliation, results of operations or business 
prospects of the Borrower, any of its subsidiaries, or upon the ability of 
the Borrower to perform any material obligations arising under the Loan 
Documents, (ii) any actual or potential contingent liabilities in excess of 
Five Hundred Thousand and No/ 100 Dollars ($500,000.00), (iii) any 
litigation against Borrower claiming damages in excess of Two Hundred Fifty 
Thousand Dollars ($250,000.00), (iv) any event that has occurred that would 
constitute an event of default under any Loan Documents and (v) any 
uninsured or partially uninsured loss through fire, theft, liability or 
property damage in excess of an aggregate of $250,000.00.

D. Taxes and Other Obligations. Pay all of its taxes, 
assessments and other obligations, including, but not limited to taxes, 
costs or other expenses arising out of this transaction, as the same become 
due and payable, except to the extent the same are being contested in good 
faith by appropriate proceedings in a diligent manner.

E. Maintenance. Maintain and preserve all licenses, trademarks, privileges,
permits, franchises, certificates and the like necessary for the operation
of its business.

F. Payment and Performance. Borrower shall promptly 
pay and punctually perform, or shall cause to be promptly paid and 
punctually performed, all of the obligations as and when due and payable.

G. Inspection. In the event of default, Borrower shall permit Bank and its
agents to inspect its records, assets and properties at any time during 
normal business hours and at all other reasonable times.

H. Expenses. Borrower shall pay all costs and expenses 
in connection with the Line of Credit and the preparation, execution, and 
delivery of the Loan Documents including, but not limited to, fees and 
disbursements of counsel appointed by Bank, and all recording costs and 
expenses, documentary stamp tax and intangible tax on the entire amount of 
funds disbursed under the Line of Credit, and other taxes, appraisals, 
insurance and all other fees, costs and expenses, if any, set forth in the 
Commitment, the Loan Documents, or otherwise connected with the Line of 
Credit transaction.

I. Preservation of Agreements. Borrower shall preserve 
and keep in full force and effect all agreements, approvals, permits and 
licenses necessary for the development, use and operation of its assets for 
their intended purpose or purposes.

J. Books and Records. Borrower shall keep and 
maintain, at all times, full, true and accurate books of accounts and 
records, adequate to correctly reflect the results of the development, use 
and operation of its assets and properties.  The Bank shall have the right 
to examine such books and records and to make such copies or extracts 
therefrom as the Bank shall require.

K. Indemnification. Notwithstanding anything to the 
contrary contained in Section 8 (I), Borrower shall indemnify, defend and 
hold Bank and its successors and assigns harmless from and against any and 
all claims, demands, suits, losses, damages, assessments, fines, penalties, 
costs or other expenses (including reasonable attorneys' fees and court 
costs) arising from or in any way related to any of the transactions 
contemplated hereby. The Borrower's obligations under this paragraph shall 
survive the repayment of the Line of Credit.

L. Comply with GAAP. Borrower shall comply with generally accepted
accounting principals which are to be applied consistently throughout
the term of the Line of Credit.

M. Performance of Loan Documents. Borrower shall duly 
and punctually perform all covenants, terms and agreements expressed as 
binding upon it under 1996 Note, 1997 Note, Consolidated Note and all of 
the Loan Documents.

12. NEGATIVE COVENANTS. Until full payment and performance 
of all obligations of Borrower under the Consolidated Note and/or Loan 
Documents, Borrower will not, without the prior written consent of Bank, 
which consent shall not be unreasonably withheld (and without limiting any 
requirement of any other Loan Documents):

A. Transfer of Assets or Control. Sell, lease, assign 
or otherwise dispose of or transfer any existing assets, except in the 
normal course of its business, or enter into any merger or consolidation, 
or transfer control or ownership of the Borrower or form or acquire any 
subsidiary that would result in the Borrower not being the surviving 
entity.

B. Management Change. Change or remove Frank F. Ferola 
from his current management positions as President and Chief Executive 
Officer of Borrower.

C. Advances to Third Parties. No advances in aggregate 
of more than One Million Dollars ($ 1,000,00.00) at any one time during the 
life of Line of Credit, except for acquisitions.

D. Other Liens. Create or permit to be created or to 
remain, any mortgage, pledge, construction lien or other lien, conditional 
sale or other title retention agreement, encumbrance, claim, or charge on 
the assets or income therefrom. Any transaction prohibited under this 
paragraph shall be null and void.

E. Character of Business. Change the general character 
of business as conducted at the date hereof, or engage in any type of 
business not reasonably related to its business as presently conducted 
without prior consent of Bank. Bank shall not unreasonably withhold its 
consent.

F. Borrower's Certificate of Incorporation. Materially 
amend or modify its articles or certificate of incorporation or bylaws.

13. COSTS, EXPENSES AND ATTORNEYS' FEES. Borrower shall pay 
to Bank immediately upon demand the full amount of all costs and expenses, 
including reasonable attorneys' fees (to include outside counsel fees and 
all allocated costs of Bank's in-house counsel if permitted by applicable 
law), incurred by Bank in connection with (a) negotiation and preparation 
of this Agreement and each of the Loan Documents, and (b) all other costs 
and attorneys' fees incurred by Bank for which Borrower is obligated to 
reimburse Bank in accordance with the terms of the Loan Documents. 
Additionally, Borrower shall pay any documentary stamps, intangible taxes 
and filing, search and recording fees and the costs of any appraisal and 
environmental report required by Bank. Borrower shall also be responsible 
and liable for, and shall hold Bank harmless from, all expenses and costs 
in connection with the administration and enforcement of any of Borrower's 
obligations to Bank. If at any time the State of Florida shall determine 
that the Documentary Stamps affixed thereto, if any, are insufficient, and 
that additional Documentary Stamps should be affixed, then Borrower shall 
pay for the same, together with any interest or penalties imposed in 
connection with such determination, and Borrower hereby agrees to indemnify 
and hold Bank harmless therefrom. If any such sums shall be advanced by 
Bank, they shall bear interest, shall be paid and shall be secured as 
provided in the Loan Documents.

14. DEFAULTS AND REMEDIES. If any one or more of the 
following events of default (an "Event of Default") shall occur for any 
reason whatsoever (and whether such occurrences shall be voluntarily or 
involuntary, or come about or be effected by operation of law or pursuant 
to or in compliance with any judgment, decree or order of any court, or any 
order, rule or regulation of any administrative or governmental body), that 
is to say:

(a) any representation or warranty made herein or in 
any report, certificate, financial statement or other instrument furnished 
in connection with this Restated Credit Agreement or the borrowings 
hereunder, shall prove to be false or misleading in any respect;

(b) default shall occur in the payment of principal or 
interest on any indebtedness created hereunder, when and as the same shall 
become due and payable, whether at the due date or by acceleration or 
otherwise, which remains after the due date of such payment; or failure of 
the Borrower to make payment of principal or interest on any other 
indebtedness beyond any period or grace provided with respect thereto, or 
in the performance of any other agreement, term or condition contained in 
any agreement under which any such obligation is created;

(c) any default or violation shall occur on the part 
of the Borrower in the due observance or performance of any covenant, 
agreement or other provision of this Restated Credit Agreement, the Loan 
Commitment, or any other agreement, instrument or contract with Bank, other 
than for the payment of money, which shall remain uncured past any cure 
period provided for herein or therein, and if no such cure period is 
specified, if such default shall remain uncured for ninety (90) days after 
notice of such default or violation has been given by Bank to Borrower, or 
after Borrower has knowledge of such default or violation, whichever is 
earlier;

(d) Borrower shall (i) apply for or consent to the 
appointment of a receiver, trustee in bankruptcy for benefit of creditor's, 
or liquidator of Borrower or of any of Borrower's assets and/or properties; 
(ii) admit in writing Borrower's inability to pay its debts as they mature 
or generally fail to pay its debts as they mature; (iii) make a general 
assignment for the benefit of creditors; (iv) be adjudicated as bankrupt or 
insolvent; (v) file a voluntary petition in bankruptcy, or a petition or an 
answer seeking reorganization or an arrangement with creditors, or seeking 
to take advantage of any bankruptcy, reorganization, insolvency, 
readjustment of debt, dissolution of liquidation law or statue of an answer 
admitting an act of bankruptcy alleged in a petition filed against it in 
any proceeding under any such law; or (vi) take any action for the purpose 
of affecting any of the foregoing;

(e) an order, judgment or decree shall be entered 
against the Borrower without its application, approval or consent, or by 
any court of competent jurisdiction, approving a petition seeking its 
reorganization or appointing a receiver, trustee or liquidator of the 
Borrower or of all or a substantial part of any of its assets, and such 
order, judgment or decree shall continue unstayed and in effect for a 
period of thirty (30) days from the date of entry thereof;

(f) final judgments for the payment of money in excess 
of Two Hundred Fifty Thousand Dollars ($250,000.00), shall be rendered 
against the Borrower and the same shall remain undischarged for a period of 
thirty (30) consecutive days during which execution shall not be 
effectively stayed;

(g) any monies, deposits or other property of the 
Borrower now or hereafter on deposit with, or in the possession or under 
control of the Bank, shall be attached or become subject to distraint 
proceedings or any order or process of Court;

(h)  any material adverse change in the financial or business condition
of Borrower;

(i) any of the Bank's security interests in connection 
with the Line of Credit are invalidated;

(j)  Borrower's corporate existence is changed;

(k) Borrower fails to indemnify and repay Bank, upon 
demand, for additional Documentary Stamps imposed by any governmental 
entity within fifteen (15) days of such demand by Bank, including the 
payment of any penalties, interest, and other charges;

(l) Borrower defaults on any other obligation to Bank;

THEN, and in every such Event of Default, the Bank may, at 
its option, upon written notice to Borrower, (i) declare all indebtedness 
of principal and interest hereunder forthwith to be due and payable, 
whereupon the Consolidated Note shall become due and payable, both as to 
principal and interest, without presentment, demand, protest or notice of 
any kind, all of which are hereby expressly waived, anything contained 
herein or in such Line of Credit to the contrary notwithstanding, and (ii) 
exercise all legal rights and remedies against Borrower or any assets for 
the indebtedness of Borrower to Bank. Bank shall also have the following 
specific rights and remedies:

(a) To require Borrower to assemble and make available 
to Bank at a place to be designated by Bank which is also reasonably 
convenient to Borrower all documentation regarding Borrower's right, title 
and interest in the assets and properties.

(b) To exercise any and all rights of set-off which 
Bank may have against any account funds (excluding investment funds), or 
assets and properties belonging to Borrower which shall be in Bank's 
possession or under its control.

(c) To cure such defaults, with the result that all 
costs and expenses incurred or paid by Bank in effecting such cure shall be 
additional charges on the Line of Credit which bear interest at the 
interest rate of the Line of Credit and are payable upon demand.

The proceeds of any disposition of the assets and/or 
properties for the Line of Credit shall be used to satisfy the following 
items in the order they are listed:

(a) The expenses of taking, removing, storing, 
repairing, holding, and selling the Collateral, including any legal costs 
and attorneys' fees. If the Consolidated Note is referred to an attorney 
for collection, Borrower and all others liable for the Line of Credit 
jointly and severally agree to pay reasonable attorneys' fees (including 
appellate, administrative and bankruptcy fees and costs) and legal 
expenses.

(b) The expense of liquidating or satisfying any 
liens, security interests, or encumbrances on the Collateral which may be 
prior to the security interest of Bank.

(c) Any unpaid fees, accrued interest, and then the 
unpaid principal amount of the Line of Credit.

(d)	Any other indebtedness of Borrower to Bank.

If the proceeds realized from the disposition of the assets 
and/or properties shall fail to satisfy any of the foregoing items, 
Borrower and all other liable for the Line of Credit shall forthwith pay 
any deficiency to Bank upon demand.

15. CROSS DEFAULT. A default or breach under any of the 
terms of conditions of the 1997 Note, Consolidated Note and Loan Documents 
or any credit facility with Bank, or any agreement to which Borrower is 
obligated, shall at Bank's option, constitute a default under the Line of 
Credit.

16. NOTICE. All notices required or allowed to be given 
hereunder shall be delivered by hand or sent by certified mail return 
receipt requested, overnight courier or facsimile transmission, to the 
party to which such notice is to be given as follows:

                If to Borrower:          THE STEPHAN CO.
                                         1850 West McNab Road
                                         Fort Lauderdale, FL 33309
                                         Attn: David A. Spiegel, CFO


                If to Bank:              NATIONSBANK, N.A., successor
                                         by merger to NATIONSBANK, 
                                         N.A. (SOUTH) Commercial Banking        
                                         NationsBank Tower, 10th Floor 
                                         One Financial Plaza
                                         Fort Lauderdale, FL 33394

                and a copy to:           PAUL M. MAY, Esquire
                                         MAY, MEACHAM & DAVELL,
                                         P.A.
                                         NationsBank Tower, Suite 2602
                                         One Financial Plaza
                                         Fort Lauderdale, FL 33394

Provided, that additional or other addresses for the giving 
of notice may be thereafter designated by the giving of written notice 
thereof to the other party. Such notices shall be deemed given or made 
three (3) business days following deposit in the U.S. Mail, certified 
return receipt requested, or immediately upon receipt if delivered by hand, 
overnight courier or facsimile transmission addressed as herein provided.

17. MISCELLANEOUS. Borrower and Bank further covenant and 
agree as follows, without limiting any requirement of any other Loan 
Document:

A. Cumulative Rights and No Waiver. Each and every 
right granted to Bank under any Loan Document, or allowed it by law or 
equity shall be cumulative of each other and may be exercised in addition 
to any and all other rights of Bank, and no delay in exercising any right 
shall operate as a waiver thereof, nor shall any single or partial exercise 
by Bank of any right preclude any other or future exercise thereof or the 
exercise of any other right. Borrower expressly waives any presentment, 
demand, protest or other notice of any kind, excluding a notice of intent 
to accelerate and notice of acceleration under which circumstances, Bank 
shall give notice to Borrower. No notice to or demand on Borrower in any 
case shall, of itself, entitle Borrower to any other or future notice or 
demand in similar or other circumstances.

B. Applicable Law. This Restated Credit Agreement and 
the rights and obligations of the parties hereunder shall be governed by 
and interpreted in accordance with the laws of Florida and applicable 
United States federal law.

C. Amendment. No modification, consent, amendment or 
waiver of any provision of this Restated Credit Agreement, nor consent to 
any departure by Borrower therefrom, shall be effective unless the same 
shall be in writing and signed by an officer of Bank, and then shall be 
effective only in the specified instance and for the purpose for which 
given. This Restated Credit Agreement is binding upon Borrower, its 
successors and assigns, and inures to the benefit of Bank, its successors 
and assigns; however, no assignment or other transfer of Borrower's rights 
or obligations hereunder shall be made or be effective without Bank's prior 
written consent, nor shall it relieve Borrower of any obligations 
hereunder. There is no third party beneficiary of this Restated Credit 
Agreement.

D. Documents. All documents, certificates and other 
items required under this Restated Credit Agreement to be executed and/or 
delivered to Bank shall be in form and content satisfactory to Bank and its 
counsel.

E. Partial Invalidity. The unenforceability or 
invalidity of any provision of this Restated Credit Agreement shall not 
affect the enforceability or validity of any other provision herein and the 
invalidity or unenforceability of any provision of any Loan Document to any 
person or circumstance shall not affect the enforceability or validity of 
such provision as it may apply to other persons or circumstances.

F. Indemnification. Notwithstanding anything to the 
contrary contained in paragraph E above, Borrower shall indemnify, defend 
and hold Bank and its successors and assigns harmless from and against any 
and all claims, demands, suits, losses, damages, assessments, fines, 
penalties, costs or other expenses (including reasonable attorneys' fees 
and court costs) arising from or in any way related to any of the 
transactions contemplated hereby. The Borrower's obligations under this 
paragraph shall survive the repayment of the Line of Credit.

G. Survivability. All covenants, agreements, 
representations and warranties made herein or in the other Loan Documents 
shall survive the making of the Loan and shall continue in full force and 
effect so long as the Line of Credit is outstanding or the obligation of 
the Bank to make any advances under the Line shall not have expired.

H.  Personal. This Restated Credit Agreement is personal in nature and may 
not be assigned.

I. Gender/Plural. Wherever used herein the singular number shall include
the plural and the plural the singular, and the use of any gender shall
include all genders. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their heirs, successors, personal
representatives and assigns.

J. Document Conflict. If the terms and provisions of 
this Restated Credit Agreement conflict with any terms and provisions of 
any other related loan documents executed in connection herewith, the terms 
and provisions herein shall control.

18. WAIVER OF JURY TRIAL: BORROWER AND BANK HEREBY 
KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVE 
ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF 
ANY ACTION, PROCEEDING, DEFENSE OR COUNTERCLAIM BASED ON 
THIS RESTATED CREDIT AGREEMENT, OR ARISING OUT OF, UNDER OR 
IN CONNECTION WITH THIS RESTATED CREDIT AGREEMENT, OR 
REVOLVING LINE OF CREDIT PROMISSORY NOTE, CONSOLIDATED AND 
RESTATED PROMISSORY NOTE, OR ANY OTHER LOAN DOCUMENT, OR 
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS 
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO 
OR TO ANY LOAN DOCUMENT. THIS PROVISION IS A MATERIAL 
INDUCEMENT FOR BORROWER AND BANK ENTERING INTO THE SUBJECT 
LINE OF CREDIT TRANSACTION.

IN WITNESS WHEREOF, the parties hereto set their hands and seals 
the day and year first above written.

Witnesses:                               BORROWER:
                                         THE STEPHAN CO., a Florida

corporation



___________________                   By: _________________________
                                          DAVID A. SPIEGEL
                                          Financial Officer




____________________                        [Corporate Seal]

      
                                       BANK: NATIONSBANK, N.A., successor     
                                       by merger to NATIONSBANK, N.A.        
                                       (SOUTH), a national banking  
                                       association


_____________________                  By: _________________________

                                            Susan Pierangelino,
                                            Vice President


_______________________