SECOND AMENDMENT TO AMENDED AND
                     RESTATED CREDIT AND SECURITY AGREEMENT

                  This Amendment,  dated as of November __, 1997, is made by and
between THE LAMAUR  CORPORATION,  a Delaware  corporation (the "Borrower"),  and
NORWEST BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender").

                                    Recitals

                  The  Borrower  and the Lender have entered into an Amended and
Restated  Credit and Security  Agreement dated as of May 16, 1997, as amended by
the First Amendment to Amended and Restated Credit  Agreement dated as of August
13, 1997 (as amended, the "Credit  Agreement").  Capitalized terms used in these
recitals  have  the  meanings  given  to them  in the  Credit  Agreement  unless
otherwise specified.

                  The  Borrower is in default of various  obligations  under the
Credit  Agreement as set forth in a letter from the Borrower to the Lender dated
November 6, 1997.

                  The Borrower has requested that certain  amendments be made to
the Credit Agreement,  which the Lender is willing to make pursuant to the terms
and conditions set forth herein.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual covenants and agreements herein contained, it is agreed as follows:

                  1. Defined  Terms.  Capitalized  terms used in this  Amendment
which are  defined  in the Credit  Agreement  shall  have the same  meanings  as
defined therein,  unless otherwise defined herein.  In addition,  Section 1.1 of
the Credit Agreement is amended by adding or amending the following definitions:

                  "'Borrowing  Base'  means,  at any time and  subject to change
         from time to time in the Lender's sole discretion, the lesser of

                  (a)      the Commitment, or

                  (b)      the sum of

                           (i)      80% of Eligible Accounts, plus

                           (ii)     the  lesser  of (A)  the  sum of (1)  60% of
                                    Eligible Finished Goods Inventory,  plus (2)
                                    50% of  Eligible  Raw  Materials  Inventory,
                                    plus (3) the  lesser of (I) 35% of  Eligible
                                    Carton  Inventory or (II)  $200,000,  or (B)
                                    $7,500,000, plus

                           (iii)    the  lesser  of  (A)  100%  of the  (i)  the
                                    purchase price of any United States Treasury
                                    Securities with an initial  maturity date of
                                    not  greater  than 90 days held from time to
                                    time in the Investment  Account and (ii) the
                                    cash held in the Investment Account , or (B)
                                    $6,000,000, less

                           (iv)     $1,000,000."

                  "First  GE  Funds"  means  the  funds  in the form of 7 day GE
         commercial paper in the principal  amount of $600,000,  with a maturity
         date of  November  17,  1997,  maintained  by the  Borrower  at Bank of
         America.

                  "'Revolving  Loan Floating Rate' means an annual rate equal to
         the sum of the Base Rate plus one and one-half percent  (1.50%),  which
         Revolving  Loan  Floating  Rate shall  change when and as the Base Rate
         Changes."

                  "'Second  Amendment'  means that certain  Second  Amendment to
         Amended  and  Restated  Credit  and  Security  Agreement,  dated  as of
         November __, 1997, by and between the Borrower and Lender."

                  "'Second Amendment Effective Date' means the date on which all
         of the  items  listed  in  paragraph  7 of  the  Second  Amendment  are
         satisfied in full."

                  "Second  GE  Funds"  means  the funds in the form of 14 day GE
         commercial  paper in the principal amount of $2,585,000 with a maturity
         date of  November  19,  1997,  maintained  by the  Borrower  at Bank of
         America.

                  "'Term Loan  Floating  Rate' means an annual rate equal to the
         sum of the Base Rate plus one and three-quarters  percent (1.75%) which
         Term  Loan  Floating  Rate  shall  change  when  and as the  Base  Rate
         Changes."

                  2.  Additional  Events of  Default.  Section 8.1 of the Credit
Agreement is amended by adding the following subsections:

                           (r)  The  Borrower  shall  fail  to  transfer  to the
                  Investment  Account the First GE Funds by wire transfer posted
                  to the  Investment  Account by the end of the day on  November
                  18, 1997.

                           (s)  The  Borrower  shall  fail  to  transfer  to the
                  Investment Account the Second GE Funds by wire transfer posted
                  to the  Investment  Account by the end of the day on  November
                  20, 1997.

                  3. No Other  Changes.  Except as  explicitly  amended  by this
Amendment,  all of the terms and conditions of the Credit Agreement shall remain
in full  force and  effect  and shall  apply to any  advance or letter of credit
thereunder.

                  4. Transfer of the First GE Funds and the Second GE Funds. The
Borrower agrees to transfer the First GE Funds to the Investment Account by wire
transfer on or before November 18, 1997, and the Borrower agrees to transfer the
Second GE Funds to the Investment Account on or before November 20, 1997.

                  5.  Acknowledgment  of  Implementation  of Default  Rate.  The
Borrower hereby acknowledges that (i) it was in default of certain provisions of
the  Credit  Agreement  (the  Defaults  as  defined  in  Section 5 of the Second
Amendment)  and  (ii) as a  result  of the  Defaults,  the  Lender  may,  at its
discretion,  implement  the Default Rate as of July 1, 1997.  The Lender  hereby
elects to  implement  the Default  Rate for the period from July 1, 1997 through
the Second  Amendment  Effective Date (the "Default  Period").  The  incremental
difference between (i) the interest that would have been charged had the Default
Rate been in effect  during the Default  Period and (ii) the  interest  that was
charged during the Default Period, shall be due and payable to the Lender on the
Second Amendment Effective Date.

                  6.  Waiver of  Defaults.  The  Borrower  is in  default of the
following provisions of the Credit Agreement (collectively, the "Defaults"):

--------------------------- ------------- ----------------- ------------------

Section/Covenant                Date          Required           Actual
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------
ss. 6.13 Minimum Book Net
Worth Plus Subordinated
         Debt                 7/31/97       $28,120,000        $26,994,000
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

                              8/31/97       $28,490,000        $24,954,000
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

                              9/30/97       $29,050,000        $22,702,000
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

ss. 6.14 Maximum Leverage
        Ratio                 7/31/97       1.30 to 1.00      1.46 to 1.00
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

                              8/31/97       1.30 to 1.00      1.71 to 1.00
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

                              9/30/97       1.30 to 1.00      1.88 to 1.00
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

ss. 6.15 Minimum Net Income   7/31/97       ($1,900,000)      ($3,411,000)
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

                              8/31/97       ($1,510,000)      ($5,420,000)
--------------------------- ------------- ----------------- ------------------
--------------------------- ------------- ----------------- ------------------

                              9/30/97        ($900,000)       ($7,632,000)
--------------------------- ------------- ----------------- ------------------

Upon the terms and subject to the  conditions set forth in this  Amendment,  the
Lender hereby waives the Defaults.  If the Borrower fails to transfer either the
First GE Funds or the  Second GE Funds to the  Investment  Account  pursuant  to
paragraph  5 above,  the waiver set forth in this  paragraph  6 will be null and
void,  and the Lender  shall have all of its rights,  and  persevere  all of its
remedies, as if the waiver set forth in this paragraph 6 had never been granted.
This  waiver  shall be  effective  only in this  specific  instance  and for the
specific  purpose for which it is given,  and this waiver  shall not entitle the
Borrower to any other or further waiver in any similar or other circumstances.

                  7. Conditions  Precedent.  This Amendment,  and the waiver set
forth in  Paragraph  6 hereof,  shall be  effective  when the Lender  shall have
received an executed original hereof, together with each of the following,  each
in substance and form acceptable to the Lender in its sole discretion:

                  (a) A Certificate of the Secretary of the Borrower  certifying
         as to (i) the  resolutions  of the board of  directors  of the Borrower
         approving the execution and delivery of this  Amendment,  (ii) the fact
         that the Articles of  Incorporation  and Bylaws of the Borrower,  which
         were certified and delivered to the Lender  pursuant to the Certificate
         of  Authority  of the  Borrower's  Secretary  dated as of May 16,  1997
         continue  in full  force  and  effect  and  have not  been  amended  or
         otherwise  modified  except  as  set  forth  in the  Certificate  to be
         delivered,  and (iii)  certifying  that the  officers and agents of the
         Borrower  who  have  been  certified  to the  Lender,  pursuant  to the
         Certificate  of Authority of the Borrower's  Secretary  dated as of May
         16,  1997,  as being  authorized  to sign and to act on  behalf  of the
         Borrower  continue  to be so  authorized  or  setting  forth the sample
         signatures  of  each  of  the  officers  and  agents  of  the  Borrower
         authorized  to  execute  and  deliver  this  Amendment  and  all  other
         documents, agreements and certificates on behalf of the Borrower.

                  8.   Representations  and  Warranties.   The  Borrower  hereby
represents and warrants to the Lender as follows:

                  (a) The  Borrower  has all  requisite  power and  authority to
         execute this Amendment and to perform all of its obligations hereunder,
         and this Amendment has been duly executed and delivered by the Borrower
         and  constitutes  the  legal,  valid  and  binding  obligation  of  the
         Borrower, enforceable in accordance with its terms.

                  (b) The execution, delivery and performance by the Borrower of
         this  Amendment  have been duly  authorized by all necessary  corporate
         action and do not (i) require any authorization, consent or approval by
         any  governmental  department,  commission,  board,  bureau,  agency or
         instrumentality, domestic or foreign, (ii) violate any provision of any
         law,  rule or regulation  or of any order,  writ,  injunction or decree
         presently  in effect,  having  applicability  to the  Borrower,  or the
         articles of incorporation  or by-laws of the Borrower,  or (iii) result
         in a breach of or  constitute a default  under any indenture or loan or
         credit agreement or any other  agreement,  lease or instrument to which
         the Borrower is a party or by which it or its  properties  may be bound
         or affected.

                  (c) All of the  representations  and  warranties  contained in
         Article V of the  Credit  Agreement  are  correct on and as of the date
         hereof as though made on and as of such date, except to the extent that
         such representations and warranties relate solely to an earlier date.

                  9. References. All references in the Credit Agreement to "this
Agreement"  shall be deemed to refer to the Credit  Agreement as amended hereby;
and any and all  references  in the Security  Documents to the Credit  Agreement
shall be deemed to refer to the Credit Agreement as amended hereby.

                  10.  No Other  Waiver.  Except  as set  forth in  Paragraph  6
hereof,  the execution of this  Amendment  shall not be deemed to be a waiver of
any Default or Event of Default under the Credit Agreement or breach, default or
event of default  under any  Security  Document  or other  document  held by the
Lender,  whether or not known to the Lender and  whether or not  existing on the
date of this Amendment.

                  11.   Release.    The   Borrower    hereby    absolutely   and
unconditionally  releases  and forever  discharges  the Lender,  and any and all
participants,   parent   corporations,   subsidiary   corporations,   affiliated
corporations,  insurers,  indemnitors,  successors and assigns thereof, together
with all of the present and former directors,  officers, agents and employees of
any of the  foregoing,  from any and all claims,  demands or causes of action of
any  kind,  nature  or  description,  whether  arising  in law or equity or upon
contract  or tort or under  any state or  federal  law or  otherwise,  which the
Borrower or such  Guarantor  has had,  now has or has made claim to have against
any such person for or by reason of any act,  omission,  matter,  cause or thing
whatsoever  arising from the beginning of time to and including the date of this
Amendment,  whether  such  claims,  demands  and causes of action are matured or
unmatured or known or unknown.

                  12. Costs and  Expenses.  The Borrower  hereby  reaffirms  its
agreement  under the Credit  Agreement to pay or reimburse  the Lender on demand
for all costs and expenses  incurred by the Lender in connection with the Credit
Agreement,  the Security Documents and all other documents contemplated thereby,
including  without  limitation all reasonable  fees and  disbursements  of legal
counsel.  Without  limiting  the  generality  of  the  foregoing,  the  Borrower
specifically  agrees to pay all fees and  disbursements of counsel to the Lender
for the services performed by such counsel in connection with the preparation of
this Amendment and the documents and instruments incidental hereto. The Borrower
hereby  agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by the Borrower, make a loan to the
Borrower under the Credit Agreement,  or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements,  costs and expenses[ and the fee
required under paragraph 6 hereof].

                  13.  Miscellaneous.  This  Amendment  may be  executed  in any
number of  counterparts,  each of which when so executed and delivered  shall be
deemed  an  original  and  all of  which  counterparts,  taken  together,  shall
constitute one and the same instrument.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed as of the date first written above.



THE LAMAUR CORPORATION.                     NORWEST BUSINESS CREDIT, INC.



By _________________________________        By _________________________________
     John D. Hellmann                           Brian F. Fitzpatrick
     Its Vice President                         Its Vice President