Exhibit 10.15




SECURITY
AGREEMENT
 
 THIS
SECURITY AGREEMENT (“Agreement”), dated as of November 6, 2009, is made by and
between PHYSICIANS FORMULA HOLDINGS, INC., a Delaware corporation (the
“Debtor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells
Fargo”).
 
 Pursuant
to a Credit and Security Agreement as of even date herewith (as the same may be
amended, supplemented or restated from time to time, the “Credit Agreement”),
Wells Fargo may extend credit accommodations to PHYSICIANS FORMULA, INC., a New
York corporation (the “Company”).
 
 As a
condition to extending credit to the Company, Wells Fargo has required the
execution and delivery of the Debtor’s Continuing Guaranty dated as of even date
herewith, guaranteeing the payment and performance of all obligations of the
Company arising under or pursuant to the Credit Agreement (the
“Guaranty”).
 
 As a
further condition to extending credit to the Company under the Credit Agreement,
Wells Fargo has required the execution and delivery of this Agreement by the
Debtor.
 
 ACCORDINGLY,
in consideration of the mutual covenants contained in the Credit Agreement, the
Guaranty and herein, the parties hereby agree as follows:
 
 1.       
     Definitions.  All
terms defined in the recitals hereto and the Credit Agreement that are not
otherwise defined herein shall have the meanings given them in the recitals and
the Credit Agreement. All terms defined in the UCC and not otherwise defined
herein have the meanings assigned to them in the UCC.  In addition,
the following terms have the meanings set forth below or in the referenced
Section of this Agreement:
 
 “Accounts”
shall have the meaning given it under the UCC.
 
 “Collateral”
means, whether now owned or existing or hereafter acquired or arising or in
which the Debtor now has or hereafter acquires any rights, all of the Debtor’s
Accounts, chattel paper, deposit accounts, documents, Equipment, General
Intangibles, goods, instruments, Inventory, Investment Property,
letter-of-credit rights, letters of credit, all sums on deposit in any
Collection Account, and any items in any Lockbox; together with (i) all
substitutions and replacements for and products of any of the foregoing; (ii) in
the case of all goods, all accessions; (iii) all accessories, attachments,
parts, equipment and repairs now or hereafter attached or affixed to or used in
connection with any goods; (iv) all warehouse receipts, bills of lading and
other documents of title now or hereafter covering such goods; (v) all
collateral subject to the Lien of the Security Documents; (vi) any money, or
other assets of the Debtor that now or hereafter come into the possession,
custody, or control of Wells Fargo; and (vii) proceeds of any and all of the
foregoing.
 
 “Equipment”
shall have the meaning given it under the UCC.
 
 “Event of
Default” has the meaning given it in Section 6.
  
  “Excluded
Property” means, collectively, (i) any permit, lease or license or any
contractual obligation entered into by Debtor (A) that prohibits or requires the
consent of any Person other than Debtor and its Subsidiaries which has not been
obtained as a condition to the creation by Debtor of a Lien on any right, title
or interest in such permit, lease, license or contractual obligation or any
Capital Stock or equivalent thereof related thereto or that contains terms
stating that the granting of a lien therein would otherwise result in a material
loss by Debtor of any material rights therein, (B) to the extent that any law
applicable thereto prohibits the creation of a Lien thereon or (C) to the extent
that a Lien thereon would give any other party a legally enforceable right to
terminate such permit, lease, license or any contractual obligation, but only,
with respect to the prohibition in (A), (B) and (C) to the extent, and for as
long as, such prohibition is not terminated or rendered unenforceable or
otherwise deemed ineffective by the UCC or any other applicable law, (ii)
property or assets owned by Debtor that is subject to a purchase money Lien or a
Capital Lease Obligation if the contractual obligation pursuant to which such
Lien is granted (or in the document providing for such Capital Lease Obligation)
prohibits or requires the consent of any Person other than Debtor and its
Subsidiaries which has not been obtained as a condition to the creation of any
other Lien on such property or such assets, (iii) any “intent to use” trademark
applications for which a statement of use has not been filed (but only until
such statement is filed with, and accepted by, the United States Patent and
Trademark Office) (each such trademark, an “Intent To Use
Trademark”) and (iv) shares of capital stock having voting power in
excess of 65% of the voting power of all classes of capital stock of a first
tier controlled foreign corporation (as that term is described in the IRC);
provided, however, “Excluded Property”
shall not include any proceeds, products, substitutions or replacements of
Excluded Property (unless such proceeds, products, substitutions or replacements
would otherwise constitute Excluded Property).
 
 “General
Intangibles” shall have the meaning given it under the UCC.
 
 “Indebtedness”
is used herein in its most comprehensive sense and means any and all advances,
debts, obligations and liabilities of the Debtor to Wells Fargo, heretofore, now
or hereafter made, incurred or created, whether voluntary or involuntary and
however arising, whether due or not due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, including under any swap, derivative,
foreign exchange, hedge, deposit, treasury management or other similar
transaction or arrangement at any time entered into by the Debtor with Wells
Fargo, and whether the Debtor may be liable individually or jointly with others,
or whether recovery upon such Indebtedness may be or hereafter becomes
unenforceable.  Without limiting the generality of the foregoing,
“Indebtedness” shall include (without limitation) all now existing or hereafter
arising obligations of Debtor under the Guaranty.
 
 “Inventory”
shall have the meaning given it under the UCC.
 
 “Investment
Property” shall have the meaning given it under the UCC.
  2
  “Permitted
Liens” means (i) the Security Interest, (ii) covenants, restrictions, rights,
easements and minor irregularities in title which do not materially interfere
with the Debtor’s business or operations as presently conducted, (iii) licenses
(ranged on a non-exclusive basis), sublicenses, leases or subleases granted to
third parties in the ordinary course of business and not interfereing with the
business of the Debtor, and (iv) Liens in existence on the date hereof and
described on Exhibit
C hereto.
 
 “Security
Interest” has the meaning given in Section 2.
 
 “UCC”
means the Uniform Commercial Code as in effect from time to time in the State of
California.
 
 2.         
   Security
Interest.  The Debtor hereby pledges, collaterally assigns and
grants to Wells Fargo a Lien and security interest (collectively referred to as
the “Security Interest”) in the Collateral as security for the payment and
performance of all Indebtedness; provided, however,
notwithstanding the foregoing, no Lien is hereby granted on any Excluded
Property, and such Excluded Property shall not be deemed to be “Collateral”;
provided further, that if and
when any property shall cease to be Excluded Property, a Lien on and security
interest in such property shall be deemed granted therein and such property
shall be deemed to be “Collateral.”
 
 3.      
      Representations, Warranties
and Agreements.  The Debtor hereby represents, warrants and
agrees as follows:
 
 (a)      
     Title.  The Debtor
(i) has good and marketable title to each item of Collateral in existence on the
date hereof, free and clear of all Liens except the Permitted Liens, (ii) will
have, at the time the Debtor acquires any rights in Collateral hereafter
arising, good and marketable title to each such item of Collateral free and
clear of all Liens except Permitted Liens, (iii) will keep all Collateral free
and clear of all Liens except Permitted Liens, and (iv) will defend the
Collateral against all claims or demands of all Persons other than Wells Fargo
and the holders of Permitted Liens.  The Debtor will not sell or
otherwise dispose of the Collateral or any interest therein outside the ordinary
course of business, without the prior written consent of Wells Fargo, except
for: (i) the use of cash and Cash Equivalents in the ordinary course of
business; (ii) the sale of obsolete, surplus, uneconomical, or worn-out assets;
(iii) leases or subleases granted to third parties in the ordinary course of
business in each case not interfering with the business of Debtor; (iv) licenses
of Intellectual Property Rights granted to third parties in the ordinary course
of business in each case not interfering with the business of Debtor; and
(v)subject to Section 5.23 of the Credit Agreement, write-offs or grants of
discounts or forgiveness of Accounts, without recourse, which are at least 90
days past due in connection with the compromise or collection thereof in the
ordinary course of business which do not interfere in any material respect of
Debtor.
 
 (b)       
    Chief
Executive Office; Identification Number.  The Debtor’s chief
executive office and principal place of business is located at the address set
forth under its signature below.  The Debtor’s federal employer
identification number and organization identification number is correctly set
forth under its signature below.
  3
  (c)    
       Location of
Collateral.  As of the date hereof, the tangible Collateral is
located at the locations identified on Exhibit A attached hereto, other than
tangible Collateral in transit between such locations in the ordinary course of
business.  The Debtor will not permit any tangible Collateral to be
located in any state (and, if a county filing is required, in any county) in
which a financing statement covering such Collateral is required to be, but has
not in fact been, filed in order to perfect the Security Interest.
 
 (d)     
      Changes in Name, Constituent
Documents, Location.  The Debtor will not change its name,
Constituent Documents, or jurisdiction of organization, without the prior
written consent of Wells Fargo.  The Debtor will not change its
business address, without 30 days prior written notice to Wells
Fargo.
 
 (e)       
    Fixtures.  The
Debtor will not permit any tangible Collateral (other than in-store displays) to
become part of or to be affixed to any real property without first assuring to
the reasonable satisfaction of Wells Fargo that the Security Interest will be
prior and senior to any Lien then held or thereafter acquired by any mortgagee
of such real property or the owner or purchaser of any interest
therein.  If any part or all of the tangible Collateral (other than
in-store displays) is now or will become so related to particular real estate as
to be a fixture, the real estate concerned is accurately set forth in Exhibit B
hereto.
 
 (f)          
  Rights to
Payment.  Each right to payment and each instrument, document,
chattel paper and other agreement constituting or evidencing Collateral is (or
will be when arising, issued or assigned to Wells Fargo) the valid, genuine and
legally enforceable obligation, subject to no defense, setoff or counterclaim
(other than those arising in the ordinary course of business), of the account
debtor or other obligor named therein or in the Debtor’s records pertaining
thereto as being obligated to pay such obligation.  The Debtor will
neither agree to any material modification or amendment nor agree to any
forbearance, release or cancellation of any such obligation, and will not
subordinate any such right to payment to claims of other creditors of such
account debtor or other obligor.
 
 (g)          
 Commercial Tort
Claims.  Promptly after a Responsible Officer obtains actual
knowledge thereof (and in any event, within five Business Days), the Debtor will
deliver to Wells Fargo notice of any commercial tort claims brought against any
Person, including the name and address of each defendant, a summary of the
facts, an estimate of the Debtor’s damages, copies of any complaint or demand
letter submitted by the Debtor, and such other information as Wells Fargo may
reasonably request.  Upon written request by Wells Fargo, the Debtor
will grant Wells Fargo a security interest in all commercial tort claims it may
have against any such Person.
 
 (h)           
Miscellaneous Covenants.  The Debtor will:
 
 (i)             keep
all tangible Collateral in good repair, working order and condition, ordinary
wear and tear excepted, and will, from time to time, replace any worn, broken or
defective parts thereof, although Debtor may discontinue the
operation  and maintenance of any properties if Debtor believes that
such discontinuance is desirable to the conduct of its business and not
disadvantageous in any material respect to Wells Fargo;
  4
  (ii)     
      pay or discharge when due all taxes and
other governmental charges levied or assessed upon or against any Collateral or
upon or against the creation, perfection or continuance of the Security
Interest, although Debtor shall not be required to pay any such tax, assessment,
charge or claim whose amount, applicability or validity is being contested in
good faith by appropriate proceedings and for which proper reserves have been
made;
 
 (iii)           at
any time during ordinary business hours, permit Wells Fargo or its
representatives to examine or inspect any Collateral, wherever located, and to
examine, inspect and copy the Debtor’s books and records pertaining to the
Collateral and its business and financial condition and to send and discuss with
account debtors and other obligors requests for verifications of amounts owed to
the Debtor;
 
 (iv)           keep
accurate and complete records pertaining to the Collateral and pertaining to the
Debtor’s business and financial condition in accordance with GAAP consistently
applied and cause the Company to submit such periodic reports regarding the
Collateral and its business and financial condition as in accordance with the
Credit Agreement;
 
 (v)      
     promptly, after a Responsible Officer obtains
actual knowledge thereof (and in any event within five Business Days), notify
Wells Fargo of any loss of or material damage to any Collateral or of any
substantial adverse change in any Collateral or the prospect of its
payment;
 
 (vi)           if
Wells Fargo at any time so requests in writing (after the occurrence and during
the continuance of an Event of Default), promptly deliver to Wells Fargo any
instrument, document or chattel paper constituting Collateral in an amount in
excess of $50,000, duly endorsed or assigned by the Debtor;
 
 (vii)          at
all times keep all tangible Collateral insured with insurers acceptable to Wells
Fargo, in such amounts and on such terms (including deductibles) as Wells Fargo
in its sole discretion may require and including, as applicable and without
limitation, business interruption insurance (including force majeure coverage),
hazard coverage on an “all risks” basis for all tangible Collateral, and theft
and physical damage coverage for Collateral consisting of motor vehicles, with
all insurance policies containing an appropriate lender’s interest endorsement
or clause, and name Wells Fargo as an additional insured;
 
 (viii)         from
time to time authorize or execute such financing statements as Wells Fargo may
reasonably require in order to perfect the Security Interest and, if any
Collateral consists of a motor vehicle, execute such documents as may be
required to have the Security Interest properly noted on a certificate of
title;
 
 (ix)      
     pay when due or reimburse Wells Fargo on demand
for all costs of collection of any of the Indebtedness and all expenses
(including in each case all reasonable attorneys’ fees) incurred by Wells Fargo
in connection with the creation, perfection, satisfaction, protection, defense
or enforcement of the Security Interest or the creation, continuance,
protection, defense or enforcement of this Agreement or any or all of the
Indebtedness, including expenses incurred in any litigation or bankruptcy or
insolvency proceedings: provided that such incurrence is not a product of Wells
Fargo’s gross negligence, bad faith or will misconduct;
  5
  (x)       
    authorize, execute, deliver or endorse any and all
instruments, documents, assignments, security agreements and other agreements
and writings which Wells Fargo may at any time reasonably request in order to
secure, protect, perfect or enforce the Security Interest and Wells Fargo’s
rights under this Agreement; and
 
 (xi)       
    not use or keep any Collateral, or permit it to be used
or kept by any Subsidiary, for any unlawful purpose or in violation of any
federal, state or local law, statute or ordinance.
 
 (i)       
     Wells Fargo’s Right to Take
Action.  The Debtor authorizes Wells Fargo to file from time to
time where permitted by law, such financing statements against collateral
described as “all personal property” or “all assets” as Wells Fargo deems
reasonably necessary or useful to perfect the Security Interest.  The
Debtor will not amend any financing statements in favor of Wells Fargo except as
permitted by law. Further, if the Debtor at any time fails to perform or observe
any agreement contained in Section 3(h), and if such failure continues for a
period of ten (10) days after Wells Fargo gives the Debtor written notice
thereof (or, in the case of the agreements contained in clauses (vii) and (viii)
of Section 3(h), immediately upon the occurrence of such failure, without notice
or lapse of time), Wells Fargo may (but need not) perform or observe such
agreement on behalf and in the name, place and stead of the Debtor (or, at Wells
Fargo’s option, in Wells Fargo’s own name) and may (but need not) take any and
all other actions which Wells Fargo may reasonably deem necessary to cure or
correct such failure (including, without limitation, the payment of taxes, the
satisfaction of security interests, liens, or encumbrances, the performance of
obligations under contracts or agreements with account debtors or other
obligors, the procurement and maintenance of insurance, the execution of
financing statements, the endorsement of instruments, the qualification and
licensing of the Debtor to do business in any jurisdiction, and the procurement
of repairs or transportation); and, except to the extent that the effect of such
payment would be to render any loan or forbearance of money usurious or
otherwise illegal under any applicable law, the Debtor shall thereupon pay Wells
Fargo on demand the amount of all moneys expended and all costs and expenses
(including reasonable attorneys’ fees) incurred by Wells Fargo in connection
with or as a result of Wells Fargo’s performing or observing such agreements or
taking such actions, together with interest thereon from the date expended or
incurred by Wells Fargo at the highest rate then applicable to any of the
Indebtedness.  To facilitate the performance or observance by Wells
Fargo of such agreements of the Debtor, the Debtor hereby irrevocably appoints
(which appointment is coupled with an interest) Wells Fargo, or its delegate, as
the attorney-in-fact of the Debtor with the right (but not the duty) from time
to time to create, prepare, complete, execute, deliver, endorse or file, in the
name and on behalf of the Debtor, any and all instruments, documents, financing
statements, applications for insurance and other agreements and writings
required to be obtained, executed, delivered or endorsed by the Debtor under
this Section 3 and Section 4 below.
  6
  4.          
   Rights of Wells
Fargo.  At any time and from time to time, whether before or
after an Event of Default, Wells Fargo may take any or all of the following
actions:
 
 (a)   
        Account
Verification.  Wells Fargo may at any time and from time to
time send or require the Debtor to send requests for verification of accounts or
notices of assignment to account debtors and other obligors.  Wells
Fargo may also at any time and from time to time telephone account debtors and
other obligors to verify accounts.
 
 (b)        
   Collection
Account.  Wells Fargo may establish a collateral account for
the deposit of checks, drafts and cash payments made by the Debtor’s account
debtors. If a collateral account is so established, the Debtor shall promptly
deliver to Wells Fargo, for deposit into said collateral account, all payments
on Accounts and chattel paper received by it (except for the Separate Collateral
Bank Account).  All such payments shall be delivered to Wells Fargo in
the form received (except for the Debtor’s endorsement where
necessary).  Until so deposited, all payments on Accounts and chattel
paper received by the Debtor shall be held in trust by the Debtor for and as the
property of Wells Fargo and shall not be commingled with any funds or property
of the Debtor.  All deposits in said collateral account shall
constitute proceeds of Collateral and shall not constitute payment of any
Obligation.  Unless otherwise agreed in writing, the Debtor shall have
no right to withdraw amounts on deposit in any collateral account.
 
 (c)      
     Lockbox.  Wells
Fargo may, by notice to the Debtor, require the Debtor to direct each of its
account debtors to make payment directly to a special lockbox to be under the
control of Wells Fargo. The Debtor hereby authorizes and directs Wells Fargo to
deposit all checks, drafts and cash payments received in said lockbox into the
collateral account established as set forth above.
 
 (d)      
     Direct
Collection.  Wells Fargo may notify any account debtor, or any
other Person obligated to pay any amount due, that such chattel paper, Account,
or other right to payment has been assigned or transferred to Wells Fargo for
security and shall be paid directly to Wells Fargo.  At any time after
Wells Fargo or the Debtor gives such notice to an account debtor or other
obligor, Wells Fargo may (but need not), in its own name or in the Debtor’s
name, demand, sue for, collect or receive any money or property at any time
payable or receivable on account of, or securing, any such chattel paper,
Account, or other right to payment, or grant any reasonable to, make any
compromise or settlement with or otherwise agree to waive, modify, amend or
change the obligations (including collateral obligations) of any such account
debtor or other obligor.
 
 5.           
  Assignment
of Insurance.  The Debtor hereby collaterally assigns to Wells
Fargo, as additional security for the payment of the Indebtedness, any and all
moneys (including but not limited to proceeds of insurance and refunds of
unearned premiums) due or to become due under, and all other rights of the
Debtor under or with respect to, any and all policies of insurance covering the
Collateral, the Debtor hereby directs the issuer of any such policy to pay any
such moneys directly to Wells Fargo.  After the occurrence and during
the continuance of an Event of Default, Wells Fargo may (but need not), in its
own name or in the Debtor’s name, execute and deliver proofs of claim, receive
all such moneys, endorse checks and other instruments representing payment of
such moneys, and adjust, litigate, compromise or release any claim against the
issuer of any such policy.
  7
  6.       
      Events of
Default.  Each of the following occurrences shall constitute an
event of default under this Agreement (herein called “Event of
Default”):  (i) an Event of Default shall occur under the Credit
Agreement; or (ii) the Debtor shall fail to pay any or all of the Indebtedness
when due or (if payable on demand) on demand; or (iii) the Debtor shall fail to
observe or perform any covenant or agreement herein binding on it.
 
 7.          
   Remedies upon Event of
Default.  Upon the occurrence  and during the
continuance of an Event of Default Wells Fargo may exercise any one or more of
the following rights and remedies: (i) declare all unmatured Indebtedness to be
immediately due and payable, and the same shall thereupon be immediately due and
payable, without presentment or other notice or demand; (ii) exercise and
enforce any or all rights and remedies available upon default to a secured party
under the UCC, including but not limited to the right to take possession of any
Collateral, proceeding without judicial process or by judicial process (without
a prior hearing or notice thereof, which the Debtor hereby expressly waives),
and the right to sell, lease or otherwise dispose of any or all of the
Collateral, and in connection therewith, Wells Fargo may require the Debtor to
make the Collateral available to Wells Fargo at a place to be designated by
Wells Fargo which is reasonably convenient to both parties, and if notice to the
Debtor of any intended disposition of Collateral or any other intended action is
required by law in a particular instance, such notice shall be deemed
commercially reasonable if given (in the manner specified in Section 9) at least
ten (10) days prior to the date of intended disposition or other action; (iii)
exercise or enforce any or all other rights or remedies available to Wells Fargo
by law or agreement against the Collateral, against the Debtor or against any
other Person or property.  Upon the occurrence and during the
continuance of an Event of Default, Wells Fargo is hereby granted a
nonexclusive, worldwide and royalty-free license to use or otherwise exploit all
Intellectual Property Rights owned by or licensed to the Debtor that Wells Fargo
deems reasonably necessary or appropriate to the disposition of any
Collateral.
 
 8.             
Other Personal
Property.  Unless at the time Wells Fargo takes possession of
any tangible Collateral, or within seven days thereafter, the Debtor gives
written notice to Wells Fargo of the existence of any goods, papers or other
property of the Debtor, not affixed to or constituting a part of such
Collateral, but which are located or found upon or within such Collateral,
describing such property, Wells Fargo shall not be responsible or liable to the
Debtor for any action taken or omitted by or on behalf of Wells Fargo with
respect to such property.
 
 9.             
Notices; Requests for
Accounting.  All notices and other communications hereunder
shall be in writing and shall be (a) personally delivered, (b) sent by first
class United States mail, (c) sent by overnight courier of national
reputation,  (d) transmitted by telecopy, in each case addressed or
telecopied to the party to whom notice is being given at its address or
telecopier number as set forth below its signature or, as to each party, at such
other address or telecopier number as may hereafter be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section 9, or (e) by an encrypted electronic mail.  All such
notices, requests, demands and other communications shall be deemed to have been
given on (i) the date of delivery if personally delivered, (ii) when deposited
in the mail if delivered by mail, (iii) the date delivered to the courier if
sent by overnight courier, or (iv) the date of transmission if delivered by
telecopy or electronic mail.  All requests under Section 9-210 of the
UCC (1) shall be made in a writing signed by an authorized Person, (2) shall be
personally delivered, sent by registered or certified mail, return receipt
requested, or by overnight courier of national reputation (3) shall be deemed to
be sent when received by Wells Fargo and (4) shall otherwise comply with the
requirements of Section 9-210.  The Debtor requests that Wells Fargo
respond to all such requests which on their face appear to come from an
authorized individual and releases Wells Fargo from any liability for so
responding.  The Debtor shall pay Wells Fargo the maximum amount
allowed by law for responding to such requests.
  8
  10.       
    Miscellaneous.  This
Agreement has been duly and validly authorized by all necessary corporate
action. This Agreement does not contemplate a sale of accounts, or chattel
paper. This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interest can be released, only explicitly in a
writing signed by Wells Fargo, and, in the case of amendment or modification, in
a writing signed by the Debtor.  A waiver signed by Wells Fargo shall
be effective only in the specific instance and for the specific purpose
given.  Mere delay or failure to act shall not preclude the exercise
or enforcement of any of Wells Fargo’s rights or remedies.  All rights
and remedies of Wells Fargo shall be cumulative and may be exercised singularly
or concurrently, at Wells Fargo’s option, and the exercise or enforcement of any
one such right or remedy shall neither be a condition to nor bar the exercise or
enforcement of any other.  Wells Fargo’s duty of care with respect to
Collateral in its possession (as imposed by law) shall be deemed fulfilled if
Wells Fargo exercises reasonable care in physically safekeeping such Collateral
or, in the case of Collateral in the custody or possession of a bailee or other
third person, exercises reasonable care in the selection of the bailee or other
third person, and Wells Fargo need not otherwise preserve, protect, insure or
care for any Collateral.  Wells Fargo shall not be obligated to
preserve any rights the Debtor may have against prior parties, to realize on the
Collateral at all or in any particular manner or order, or apply any cash
proceeds of Collateral in any particular order unless otherwise provided in the
Credit Agreement.  This Agreement shall be binding upon and inure to
the benefit of the Debtor and Wells Fargo and their respective successors and
assigns and shall take effect when signed by the Debtor and Wells Fargo and
delivered to Wells Fargo, and the Debtor waives notice of Wells Fargo’s
acceptance hereof.  A carbon, photographic or other reproduction of
this Agreement or of any financing statement signed by the Debtor shall have the
same force and effect as the original for all purposes of a financing
statement.  This Agreement shall be governed by and construed in
accordance with the substantive laws (other than conflict laws) of the State of
California.  If any provision or application of this Agreement is held
unlawful or unenforceable in any respect, such illegality or unenforceability
shall not affect other provisions or applications which can be given effect and
this Agreement shall be construed as if the unlawful or unenforceable provision
or application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Agreement shall survive the
execution, delivery and performance of this Agreement and the creation and
payment of the Indebtedness.  The parties hereto hereby (i) consent to
the personal jurisdiction of the state and federal courts located in the State
of California in connection with any controversy related to this Agreement; (ii)
waive any argument that venue in any such forum is not convenient, (iii) agree
that any litigation initiated by Wells Fargo or the Debtor in connection with
this Agreement or the other Loan Documents may be venued in either the state or
federal courts located in Los Angeles, California; and (iv) agree that a final
judgment in any such suit, action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
  9
  11.    
       Arbitration.  Wells
Fargo and Debtor agree, upon demand by either party, to submit to binding
arbitration all claims, disputes and controversies between or among them (and
their respective employees, officers, directors, attorneys, and other agents),
whether in tort, contract or otherwise, in any way arising out of or relating to
this Agreement and its negotiation, execution, collateralization,
administration, repayment, modification, extension, substitution, formation,
inducement, enforcement, default or termination.
 
 (a)       
    Governing
Rules.  Any arbitration proceeding will (i) proceed in a
location in Los Angeles, California selected by the American Arbitration
Association (“AAA”); (ii) be governed by the Federal Arbitration Act (Title 9 of
the United States Code), notwithstanding any conflicting choice of law provision
in any of the documents between the parties; and (iii) be conducted by the AAA,
or such other administrator as the parties shall mutually agree upon, in
accordance with the AAA’s commercial dispute resolution procedures, unless the
claim or counterclaim is at least $1,000,000.00 exclusive of claimed interest,
arbitration fees and costs in which case the arbitration shall be conducted in
accordance with the AAA’s optional procedures for large, complex commercial
disputes (the commercial dispute resolution procedures or the optional
procedures for large, complex commercial disputes to be referred to herein, as
applicable, as the “Rules”).  If there is any inconsistency between
the terms hereof and the Rules, the terms and procedures set forth herein shall
control.  Any party who fails or refuses to submit to arbitration
following a demand by any other party shall bear all costs and expenses incurred
by such other party in compelling arbitration of any dispute.  Nothing
contained herein shall be deemed to be a waiver by any party that is a bank of
the protections afforded to it under 12 U.S.C. §91 or any similar applicable
state law.
 
 (b)        
   No Waiver of
Provisional Remedies, Self-Help and Foreclosure.  The
arbitration requirement does not limit the right of any party to (i) foreclose
against real or personal property collateral; (ii) exercise self-help remedies
relating to collateral or proceeds of collateral such as setoff or repossession;
or (iii) obtain provisional or ancillary remedies such as replevin, injunctive
relief, attachment or the appointment of a receiver, before, during or after the
pendency of any arbitration proceeding.  This exclusion does not
constitute a waiver of the right or obligation of any party to submit any
dispute to arbitration or reference hereunder, including those arising from the
exercise of the actions detailed in sections (i), (ii) and (iii) of this
paragraph.
 
 (c)          
 Arbitrator Qualifications
and Powers.  Any arbitration proceeding in which the amount in
controversy is $5,000,000.00 or less will be decided by a single arbitrator
selected according to the Rules, and who shall not render an award of greater
than $5,000,000.00.  Any dispute in which the amount in controversy
exceeds $5,000,000.00 shall be decided by majority vote of a panel of three
arbitrators; provided however, that all three arbitrators must actively
participate in all hearings and deliberations.  The arbitrator will be
a neutral attorney licensed in the State of California or a neutral retired
judge of the state or federal judiciary of California, in either case with a
minimum of ten years experience in the substantive law applicable to the subject
matter of the dispute to be arbitrated.  The arbitrator will determine
whether or not an issue is arbitratable and will give effect to the statutes of
limitation in determining any claim.  In any arbitration proceeding
the arbitrator will decide (by documents only or with a hearing at the
arbitrator's discretion) any pre-hearing motions which are similar to motions to
dismiss for failure to state a claim or motions for summary
adjudication.  The arbitrator shall resolve all disputes in accordance
with the substantive law of California and may grant any remedy or relief that a
court of such state could order or grant within the scope hereof and such
ancillary relief as is necessary to make effective any award.  The
arbitrator shall also have the power to award recovery of all costs and fees, to
impose sanctions and to take such other action as the arbitrator deems necessary
to the same extent a judge could pursuant to the Federal Rules of Civil
Procedure, the California Code of Civil Procedure or other applicable
law.  Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction.  The institution and
maintenance of an action for judicial relief or pursuit of a provisional or
ancillary remedy shall not constitute a waiver of the right of any party,
including the plaintiff, to submit the controversy or claim to arbitration if
any other party contests such action for judicial relief.
  10
  (d)     
      Discovery.  In any
arbitration proceeding, discovery will be permitted in accordance with the
Rules.  All discovery shall be expressly limited to matters directly
relevant to the dispute being arbitrated and must be completed no later than 20
days before the hearing date.  Any requests for an extension of the
discovery periods, or any discovery disputes, will be subject to final
determination by the arbitrator upon a showing that the request for discovery is
essential for the party's presentation and that no alternative means for
obtaining information is available.
 
 (e)      
     Class Proceedings and
Consolidations.  No party hereto shall be entitled to join or
consolidate disputes by or against others in any arbitration, except parties who
have executed this Agreement or any other contract, instrument or document
relating to any Indebtedness, or to include in any arbitration any dispute as a
representative or member of a class, or to act in any arbitration in the
interest of the general public or in a private attorney general
capacity.
 
 (f)        
    Payment
Of Arbitration Costs And Fees.  The arbitrator shall award all
costs and expenses of the arbitration proceeding.
  11
  (g)     
      Miscellaneous.  To
the maximum extent practicable, the AAA, the arbitrators and the parties shall
take all action required to conclude any arbitration proceeding within 180 days
of the filing of the dispute with the AAA.  No arbitrator or other
party to an arbitration proceeding may disclose the existence, content or
results thereof, except for disclosures of information by a party required in
the ordinary course of its business or by applicable law or
regulation.  If more than one agreement for arbitration by or between
the parties potentially applies to a dispute, the arbitration provision most
directly related to the documents between the parties or the subject matter of
the dispute shall control.  This arbitration provision shall survive
termination, amendment or expiration of any of the documents or any relationship
between the parties.
 
 [Signatures
on next page]
  12
  IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first above written.
 
 
 WELLS
      FARGO BANK,
              
              PHYSICIANS
      FORMULA HOLDINGS, INC.NATIONAL
      ASSOCIATIONBy:
              /s/ Phillip Goessler
              
              By:
              /s/ Ingrid JackelPrint Name:
              Phillip Goessler
              
              Print Name:
              Ingrid JackelTitle:
              Vice President
              
              Title:
              Chief Executive OfficerAddress:
              
              Address:245
      S. Los Robles Avenue, Suite 700
              
              1055
      West 8th StreetPasadena,
      CA  91101
              
              Azusa,
      CA 91702Attn:  Relationship
      Manager-Physicians
              
              Attn:
      Jeff BerryFormula
              
              Fax:
      626.812.6010Fax:
      626.844.9063
              
              Email:
      jeff.berry@physiciansformula.comEmail:
      gary.whitaker@wachovia.com
  S-1
  EXHIBIT
A
 
 LOCATION OF
COLLATERAL
 
 Location1055
      W. 8th Street
                Azusa,
      CA 917021425
      Max Brose Drive #8
                London,
      Ontario   N6N 0A2
                Canada435
      Park Court
                Lino
      Lakes, MN 55014230
      South Ninth Avenue
                City
      of Industry, CA 91746250
      South Ninth Avenue
                City
      of Industry, CA 91746753-755
      Arrow Grand Circle Way
                Covina,
      CA 917222169
      Wright Ave.
                La
      Verne, CA 91750
  
  EXHIBIT
B
 
 FIXTURES
 
 NONE
  
  EXHIBIT
C
 
 PERMITTED
LIENS
 
 Creditor
              Collateral
              Jurisdiction
              Filing Date
              Filing No.U.S.
      District Court, California Central District*
              
              CA
              02/04/2009
              2:09-CV-0866-ABC-FMOLiens
      in favor of the Subordinated Creditor
 * This
judgment lien has been discharged.