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                                                                     EXHIBIT 2.3

                   AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
                   -------------------------------------------

         This Amendment No. 2 to the Asset Purchase Agreement (this "Amendment
No. 2") is made and entered into as of November 11, 1998, by and among Menley &
James, Inc., a Delaware corporation (the "Company"), Menley & James
Laboratories, Inc., a Delaware corporation (the "Subsidiary"), and Numark
Laboratories, Inc., a Delaware corporation (the "Purchaser"). The Company, the
Subsidiary and the Purchaser are referred to collectively herein as the
"Parties."

                              W I T N E S S E T H:
                              --------------------

         WHEREAS, the Company, the Subsidiary and the Purchaser previously
entered into an Asset Purchase Agreement dated as of August 21, 1998 (the
"Original Agreement");

         WHEREAS, the Company, the Subsidiary and the Purchaser previously
entered into Amendment No. 1 dated as of October 13, 1998 ("Amendment No. 1") to
the Original Agreement (as amended by Amendment No. 1, the "Agreement");

         WHEREAS, the Parties, based upon discussions subsequent to date of the
Agreement, have determined to revise certain provisions relating to the Purchase
Price and to add provisions relating to the operation of the business during a
limited transition period; and

         WHEREAS, it is now the intention of the Parties to amend the Agreement
as set forth below;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree as follows:

1. Section 2.1 of the Agreement is hereby amended and restated in its entirety
   as follows:

                           "Section 2.1. Purchase Price. At the Closing, the
                  Purchaser shall pay a purchase price of $13,430,000 (the
                  "Purchase Price"). The Purchase Price shall be paid by wire
                  transfer of immediately available funds to such accounts as
                  shall be designated by the Subsidiary at least 3 business days
                  prior to the Closing Date. The Company acknowledges that it
                  will receive substantial benefit from the Purchase Price being
                  paid to the Subsidiary and, accordingly, no additional
                  consideration shall be paid to the Company for the transfer of
                  its right, title and interest in and to the trademark
                  "AquaCare"."

2. Section 2.2 of the Agreement is hereby deleted in its entirety.

3. Article 6 of the Agreement is hereby amended by adding a new Section 6.5
   which shall read in its entirety as follows:

                           "Section 6.5. Transaction Notification; Transition
                  Operations.

                                    6.5.1 The Purchaser shall provide to the
                  Subsidiary a written notice, in a form reasonably acceptable
                  to the Subsidiary, which notice the Subsidiary shall send to
                  each of its vendors and customers. The notice shall advise the
                  recipient of the pending Transaction, the anticipated date of
                  its completion, and certain matters relating to the operation
                  of the Subsidiary pending the completion of the Transaction.
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                                    6.5.2 (a) For the period beginning on
                  November 16, 1998 and continuing until the earlier of the
                  Closing or the termination of this Agreement for any reason
                  (the "Transition Period"), (i) the Subsidiary shall deliver to
                  the Purchaser any and all customer orders received by the
                  Subsidiary, and (ii) the Purchaser shall have the right and
                  authority to collect, for the account of the Subsidiary, all
                  monies payable in respect of the Subsidiary's operations
                  during the Transition Period (the "Transition Operations"),
                  which monies it shall hold in trust for the sole benefit of
                  the Subsidiary (the "Trust Monies"); provided, however, the
                  Purchaser shall neither change any of the terms or conditions
                  of sales made by the Subsidiary to any customer nor, without
                  the prior written consent of the Subsidiary, institute any
                  legal proceeding or collection action, including, without
                  limitation, referring a particular customer's account for
                  collection by a third party.

                                          (b) Effective as of the Closing, the
                  provisions of subsection (a) shall terminate and thereafter,
                  the Purchaser (i) shall have the sole right and authority to
                  collect, for its own account and sole benefit, all monies
                  payable in respect of the Transition Operations, no matter how
                  or when earned, and (ii) shall have the sole right to the
                  Trust Monies. If the Company or the Subsidiary shall receive
                  any such monies, it shall hold all such monies in trust for
                  the sole benefit of the Purchaser, and shall remit such monies
                  to the Purchaser in accordance with Section 7.9(b) hereof.

                                          (c) Notwithstanding subsection (b)
                  above, in the event this Agreement is terminated for any
                  reason, the Purchaser shall, no later than the 5th Business
                  Day after such termination, cause the transfer and delivery to
                  the Subsidiary of any monies or other property which the
                  Purchaser may have received in respect of, or in connection
                  with, the Transition Operations. In the event this Agreement
                  is terminated for any reason, the Purchaser authorizes the
                  Subsidiary to endorse, in the Purchaser's name, all notes,
                  checks, drafts, money orders or other instruments of payment
                  in respect of the foregoing which may come into the possession
                  of the Subsidiary, and to notify each person or entity that
                  received the notice pursuant to Section 6.5.1 to deliver all
                  future payments directly to the Subsidiary, and the Purchaser
                  hereby ratifies all that the Subsidiary shall lawfully do or
                  cause to be done by virtue hereof."

4. All capitalized terms used herein and not otherwise defined shall have the
   meanings ascribed to them in the Agreement.

5. In the case of any inconsistency or conflict between the provisions of this
   Amendment No. 2 and the provisions of the Agreement, the provisions of this
   Amendment No. 2 shall govern.

6. Except as expressly provided for in this Amendment No. 2, all terms,
   conditions and obligations contained in the Agreement are hereby confirmed
   and shall remain unchanged and in full force and effect.

7. Where provisions of the Agreement are deleted in their entirety, without
   amendment, restatement or replacement as a result of this Amendment No. 2,
   the words "INTENTIONALLY OMITTED" shall be inserted in their place.

                                       2
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8. The Company and the Subsidiary hereby confirm to the Purchaser, and the
   Purchaser hereby confirms to the Company and the Subsidiary, that each of
   them is not aware of any conditions to Closing contained in the Agreement
   that it believes will not be satisfied on the Closing Date.

9. This Amendment No. 2 shall be governed by, and construed in accordance with,
   the laws of the State of New York applicable to contracts executed in and to
   be performed entirely within that State.

         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 1
to be executed as of the date first written above by their respective officers
thereunto duly authorized.

                                    MENLEY & JAMES, INC.

                                    By:    /s/   LAWRENCE D. WHITE
                                    --------------------------------------------
                                    Name:  Lawrence D. White
                                    Title: President and Chief Executive Officer



                                    MENLEY & JAMES LABORATORIES, INC.

                                    By:    /s/   LAWRENCE D. WHITE
                                    --------------------------------------------
                                    Name:  Lawrence D. White
                                    Title: President and Chief Executive Officer



                                    NUMARK LABORATORIES, INC.

                                    By:    /s/ PATRICK M. LONERGAN
                                    --------------------------------------------
                                    Name:  Patrick M. Lonergan
                                    Title: President