RECEIVABLES SECURITY AGREEMENT


                                                      between


                                              COSMETIC SCIENCES, INC.


                                                        and


                                         ARBOR HOME HEALTHCARE HOLDING LLC


                                          Dated as of September 6, 1996


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                             RECEIVABLES SECURITY AGREEMENT

         RECEIVABLES  SECURITY  AGREEMENT,  dated as of  September  6, 1996 (as
modified, supplemented or amended from time to time, this "Agreement"),  between
COSMETIC  SCIENCES,  INC., a New York corporation  (together with its successors
and permitted assigns, the "Grantor") and ARBOR HOME HEALTHCARE HOLDING LLC (the
"Secured Party").  Capitalized  terms used without  definition herein shall have
the meaning set forth in Article V.

                              W I T N E S S E T H:

         WHEREAS, the Secured Party is concurrently herewith loaning $250,000 to
the  Grantor,  such loan (the  "Loan")  to be  evidenced  by a Note of even date
herewith (the "Note"); and

         WHEREAS,  to induce the Secured Party to make the Loan, the Grantor has
agreed to grant the Secured Party a security  interest in certain  assets of the
Grantor

         NOW,  THEREFORE,  in  consideration  of the  benefits  accruing  to the
Grantor,  and  for  other  good  and  valuable  consideration  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  Grantor  hereby  makes the
following  representations  and  warranties  to the  Secured  Party  and  hereby
covenants and agrees with the Secured Party as follows:

                                     ARTICLE I
                                SECURITY INTERESTS

         1.1. Grant of Security  Interests.  (a) As collateral  security for the
prompt and complete payment and performance when due (whether by acceleration or
otherwise) of all of its Obligations, the Grantor does hereby pledge, assign and
transfer  unto the Secured  Party,  and does hereby grant to the Secured Party a
continuing  security  interest  in,  and a right of setoff  against,  all of the
right,  title and interest of the Grantor in, to and under all of the following,
whether now owned by the Grantor or  hereafter  from time to time  acquired  and
whether now existing or hereafter coming into existence,  and wherever  located:
(i) each and every Receivable, (ii) all Contracts, together with Contract Rights
arising  thereunder,  and (iii) all  Proceeds and products of any and all of the
foregoing (all of the above collectively, the "Collateral").

         (b) The  security  interest of the Secured  Party under this  Agreement
extends to all  Collateral  of the kind which is the  subject of this  Agreement
which the  Grantor  may  acquire  at any time  during the  continuation  of this
Agreement.

                                                        -1-

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         1.2. Power of Attorney. The Grantor hereby constitutes and appoints the
Secured Party its true and lawful attorney,  irrevocably,  with full power after
the date  hereof (in the name of the  Grantor  or  otherwise)  to act,  require,
demand, receive, compound and give acquittance for any and all monies and claims
for  monies  due or to become due to the  Grantor  under or  arising  out of the
Collateral,  to endorse any checks or other  instruments or orders in connection
therewith and to file any claims or take any action or institute any proceedings
which the Secured  Party may deem to be  necessary  or  advisable to protect the
interests of the Secured Party, which appointment as attorney is coupled with an
interest.

                                   ARTICLE II
                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

         The Grantor represents,  warrants and covenants, which representations,
warranties and covenants shall survive execution and delivery of this Agreement,
as follows:

         2.1.  Necessary  Filings.  All filings,  registrations  and  recordings
necessary or appropriate to create,  preserve,  protect and perfect the security
interest  granted by the Grantor to the Secured  Party  hereby in respect of the
Collateral have been  accomplished  except to the extent  arrangements have been
made to make such filings,  registrations and recordings which  arrangements are
satisfactory  to the  Secured  Party  in  its  sole  discretion  and,  upon  the
completion of such filings,  registrations  and recordings the security interest
granted to the Secured Party pursuant to this Agreement in and to the Collateral
of the Grantor will constitute a perfected  security  interest  therein superior
and prior to the rights of all other  Persons  therein  and  subject to no other
Liens and is entitled to all the rights, priorities and benefits afforded by the
Uniform  Commercial  Code or  other  relevant  law as  enacted  in any  relevant
jurisdiction to perfected security interests.

         2.2. No Liens. The Grantor is, and as to Collateral acquired by it from
time to time  after  the date  hereof  the  Grantor  will be,  the  owner of all
Collateral free from any Lien,  security  interest,  encumbrance or other right,
title or  interest  of any Person  (other  than Liens  created  hereby)  and the
Grantor  shall  defend its  Collateral  against  all  claims and  demands of all
Persons at any time  claiming  the same or any interest  therein  adverse to the
Secured Party.

         2.3.  Other Financing Statements.  There is no financing
statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any
interest of any kind in the Collateral and so long any of the

                                                        -2-

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Obligations remain unpaid, the Grantor will not execute or authorize to be filed
in any public office any financing statement (or similar statement or instrument
of registration under the law of any jurisdiction) or statements relating to the
Collateral,  except financing  statements filed or to be filed in respect of and
covering the security interests granted hereby by the Grantor.

         2.4. Chief Executive Office; Records. The chief executive office of the
Grantor  is  located at One Old  Country  Road,  Carle  Place,  New York  11514.
Documents  evidencing all Receivables and Contract Rights of the Grantor and the
books of account and  records of the  Grantor  relating  thereto  are,  and will
continue to be, kept at the chief executive office. All Receivables and Contract
Rights  of the  Grantor  are,  and  will  continue  to be,  maintained  at,  and
controlled and directed (including,  without limitation,  for general accounting
purposes) from, the office location described above.

         2.5. Trade Names;  Change of Name. The Grantor does not have or operate
in any  jurisdiction  under,  or in the  preceding  12  months  has  not had nor
operated in any jurisdiction  under, any trade names,  fictitious names or other
names except its legal name and "Extended Family Care Corporation".  The Grantor
shall not change its legal name or assume or operate in any  jurisdiction  under
any trade, fictitious or other name other than Extended Family Care Corporation.

         2.6. No Sale,  Merger,  Etc.  Grantor  shall not directly or indirectly
sell,  lease,  transfer,  abandon or otherwise dispose of all or any substantial
portion of its property or assets (except in the ordinary course of business) or
consolidate or merge with or into any other entity or permit any other entity to
consolidate  or with or into it and Grantor shall at all times  preserve,  renew
and keep in full force and effect its existence as a corporation  and the rights
and  franchises  with  respect  thereto.  Furthermore,  it  shall  be a  default
hereunder  if there  shall be any change in the  current  ownership  of Grantor,
except a change in ownership to Secured Party.

                                   ARTICLE III
                          SPECIAL PROVISION CONCERNING
                          RECEIVABLES; CONTRACT RIGHTS

         3.1.  Additional  Representations  and Warranties.  As of the time when
each of its  accounts  receivable  arises,  the Grantor  shall be deemed to have
represented  and warranted  that such  receivable,  and all records,  papers and
documents  relating  thereto (if any) are genuine and in all respects  what they
purport to be and that all papers and documents  (if any)  relating  thereto (i)
will represent the genuine, legal, valid and binding obligation of the account

                                                        -3-

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debtor, evidencing indebtedness unpaid and owed by the respective account debtor
arising  out of the  performance  of labor or  services,  (ii)  will be the only
original  writings held by the Grantor  evidencing and embodying such obligation
of the account  debtor  named  therein  (other  than copies  created for general
accounting  purposes)  and  (iii)  will  evidence  true and  valid  obligations,
enforceable in accordance with their respective terms.

         3.2.  Maintenance of Records. The Grantor will keep and maintain at its
own cost and expense  satisfactory  and complete  records of its Receivables and
Contracts,   including  the  originals  of  all  documentation  (including  each
Contract) with respect thereto,  records of all payments  received,  all credits
granted thereon, all merchandise returned and all other dealings therewith,  and
the Grantor will make the same available to the Secured Party for inspection, at
the Grantor's own cost and expense, at any and all reasonable times upon demand.
At any  time  and  whether  or not an  Event  of  Default  has  occurred  and is
continuing, upon the request of the Secured Party, the Grantor shall, at its own
cost and expense,  deliver all tangible evidence of its Receivables and Contract
Rights (including,  without limitation,  copies of all documents  evidencing the
Receivables and all Contracts,  such copies,  if requested by the Secured Party,
to be certified as true and complete by an  appropriate  officer of the Grantor)
and such  books  and  records  to the  Secured  Party or to its  representatives
(copies of which evidence and books and records may be retained by the Grantor).
If the Secured Party so directs,  the Grantor  shall legend,  in form and manner
reasonably  satisfactory to the Secured Party, the Receivables and Contracts, as
well as books, records and documents of Grantor evidencing or pertaining to such
Receivables  and Contracts with an  appropriate  reference to the fact that such
Receivables  and Contracts  have been assigned to the Secured Party and that the
Secured Party has a security interest therein.

         3.3.  Direction to Account Debtors;  Contracting  Parties,  etc. If the
Secured  Party so directs the Grantor and whether or not an Event of Default has
occurred  and is  continuing,  the Grantor  agrees (x) to cause all  payments on
account of the  Receivables  and  Contracts  to be made  directly  to an account
established by and with the Secured Party, or at Secured Party's option,  by and
with Grantor  subject to withdrawal by Secured Party only,  except for Grantor's
indorsement  when  required  and (y) that the Secured  Party may, at its option,
directly  notify the obligors with respect to any  Receivables  and/or under any
Contracts to make  payments  with respect  thereto as provided in the  preceding
clause (x).  Without  notice to or assent by the Grantor,  the Secured Party may
apply any or all  amounts  then in, or  thereafter  deposited  in,  the  account
referred  to in  clause  (x) in the  manner  provided  in  Section  4.4 of  this
Agreement. The costs and expenses (including attorneys' fees)

                                                        -4-

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of collection, whether incurred by the Grantor or the Secured
Party, shall be borne by the Grantor.

         3.4.  Modification  of Terms,  etc.  The  Grantor  shall not rescind or
cancel any  indebtedness  evidenced by any Receivable or under any Contract,  or
modify any material  term thereof or make any material  adjustment  with respect
thereto,  or extend or renew the same,  or  compromise  or settle  any  material
dispute,  claim,  suit  or  legal  proceeding  relating  thereto,  or  sell  any
Receivable or Contract,  or interest therein,  without the prior written consent
of the Secured  Party,  except as permitted  by Section 3.5 hereof.  The Grantor
will  duly  fulfill  all  obligations  on its part to be  fulfilled  under or in
connection  with the Receivables and Contracts and will do nothing to impair the
rights of the Secured Party in the Receivables or Contracts.

         3.5.  Collection.  The Grantor shall  endeavor to cause to be collected
from the account  debtor named in each of its  Receivables  or obligor under any
Contract,  as and when due  (including,  without  limitation,  amounts which are
delinquent,  such amounts to be collected in accordance with generally  accepted
lawful  collection  procedures) any and all amounts owing under or on account of
such  Receivable or Contract,  and apply forthwith upon receipt thereof all such
amounts as are so collected to the  outstanding  balance of such  Receivable  or
under such  Contract.  The costs and expenses  (including,  without  limitation,
attorneys'  fees) of collection  whether  incurred by the Grantor or the Secured
Party shall be borne by the Grantor.

         3.6.  Instruments.  If the  Grantor  owns or  acquires  any  Instrument
constituting Collateral and representing  indebtedness in an aggregate principal
amount of not less than $1,000,  the Grantor will within 10 Business Days notify
the  Secured  Party  thereof,  and upon  request by the Secured  Party  promptly
deliver such Instrument to the Secured Party appropriately endorsed to the order
of the Secured Party as further security hereunder.

         3.7.  Protection  of  Secured  Party's  Security.  Except as  expressly
permitted  herein,  the  Grantor  will do  nothing  to impair  the rights of the
Secured  Party  in  the  Collateral.  The  Grantor  assumes  all  liability  and
responsibility  in  connection  with  the  Collateral  acquired  by it  and  the
liability of the Grantor to pay its  Obligations  shall in no way be affected or
diminished by reason of the fact that such  Collateral  may be lost,  destroyed,
stolen, damaged or for any reason whatsoever unavailable to the Grantor.

         3.8.  Further Actions.  The Grantor will, at its own expense,
make, execute, endorse, acknowledge, file and/or deliver to the
Secured Party from time to time such lists, descriptions and

                                                        -5-

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designations of its Collateral,  bills of lading,  documents of title, vouchers,
invoices,   schedules,   confirmatory   assignments,    conveyances,   financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other  assurances or  instruments  and take such further  steps  relating to the
Collateral and other property or rights covered by the security  interest hereby
granted,  which the Secured Party deems  reasonably  appropriate or advisable to
perfect, preserve or protect its security interest in the Collateral.

         3.9. Financing Statements. The Grantor agrees to execute and deliver to
the Secured Party such financing  statements,  in form acceptable to the Secured
Party, as the Secured Party may from time to time  reasonably  request or as are
necessary  or desirable  in the opinion of the Secured  Party to  establish  and
maintain a valid,  enforceable,  security interest in the Collateral as provided
herein and the other rights and security  contemplated  hereby all in accordance
with  the  Uniform   Commercial   Code  as  enacted  in  any  and  all  relevant
jurisdictions  or any other  relevant  law. The Grantor will pay any  applicable
filing fees and related  expenses.  The Grantor  authorizes the Secured Party to
file any such financing  statements  without the signature of the Grantor to the
extent permitted by law.

                                   ARTICLE IV
                  REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT

         4.1.  Remedies;  Obtaining the  Collateral  Upon  Default.  The Grantor
agrees that, if any Event of Default shall have occurred and be continuing, then
and in every such case, subject to any mandatory  requirements of applicable law
then in effect,  the Secured  Party,  in addition to any rights now or hereafter
existing  under this  Agreement or  applicable  law,  shall have all rights as a
secured creditor under the Uniform Commercial Code in all relevant jurisdictions
and may:

                  (a) personally,  or by agents or attorneys,  immediately  take
         possession of the  Collateral or any part thereof,  from the Grantor or
         any other  Person who then has  possession  of any part thereof with or
         without  notice or process of law,  and for that purpose may enter upon
         the  Grantor's  premises  where any of the  Collateral  is located  and
         remove the same and use in  connection  with such  removal  any and all
         services, supplies, aids and other facilities of the Grantor; and

                  (b)  instruct  the  obligor  or  obligors  on  any  agreement,
         instrument or other obligation  constituting the Collateral to make any
         payment required by the terms of such instrument or agreement  directly
         to the Secured Party; and

                                                        -6-

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                  (c) sell, assign or otherwise liquidate, or direct the Grantor
         to sell, assign or otherwise liquidate, any or all of the Collateral or
         any part thereof,  and take possession of the proceeds of any such sale
         or liquidation; and

                  (d) take possession of the Collateral or any part thereof,  by
         directing  the  Grantor in writing to deliver  the same to the  Secured
         Party at any place or places  designated by the Secured Party, in which
         event the Grantor shall at its own expense:

                  (i)  forthwith cause the same to be moved to the place or
                  places so designated by the Secured Party and there
                  delivered to the Secured Party,

                  (ii) store and keep any Collateral so delivered to the Secured
                  Party at such place or places  pending  further  action by the
                  Secured Party as provided in Section 4.2 hereof, and

                  (iii)  while  the  Collateral  shall be so  stored  and  kept,
                  provide  such  guards  and  maintenance  services  as shall be
                  necessary  to protect  the same and to preserve  and  maintain
                  them in good condition;

         it being  understood  that the  Grantor's  obligation so to deliver the
         Collateral is of the essence of this  Agreement and that,  accordingly,
         upon application to a court of equity having jurisdiction,  the Secured
         Party shall be entitled to a decree requiring  specific  performance by
         the Grantor of said obligation.

         4.2.   Remedies;   Disposition  of  the   Collateral.   Any  Collateral
repossessed by the Secured Party under or pursuant to Section 4.1 hereof and any
other  Collateral  whether or not so repossessed  by the Secured  Party,  may be
sold,  assigned,  leased or otherwise disposed of under one or more contracts or
as an entirety,  and without the necessity of gathering at the place of sale the
property to be sold,  and in general in such manner,  at such time or times,  at
such place or places and on such terms as the Secured  Party may, in  compliance
with any mandatory  requirements of applicable law, determine to be commercially
reasonable.  Any of the Collateral may be sold, leased or otherwise disposed of,
in the condition in which the same existed when taken by the Secured Party.  Any
such  disposition  which shall be a private  sale or other  private  proceedings
permitted by such requirements shall be made upon not less than 10 days' written
notice to the Grantor  specifying  the time at which such  disposition  is to be
made and the

                                                        -7-

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intended sale price or other consideration  therefor,  and shall be subject, for
the 10 days after the giving of such notice,  to the right of the Grantor or any
nominee of the Grantor to acquire the Collateral involved at a price or for such
other  consideration  at  least  equal  to the  intended  sale  price  or  other
consideration so specified.  Any such  disposition  which shall be a public sale
permitted by such requirements shall be made upon not less than 10 days' written
notice to the  Grantor  specifying  the time and place of such sale and,  in the
absence of applicable  requirements  of law,  shall be by public  auction (which
may, at the Secured Party's option, be subject to reserve), after publication of
notice of such  auction not less than 10 day's prior  thereto in a newspaper  in
general  circulation  in New York  City.  To the  extent  permitted  by any such
requirement  of law, the Secured  Party may bid for and become the  purchaser of
the  Collateral  or any item thereof,  offered for sale in accordance  with this
Section without  accountability  to the Grantor (except to the extent of surplus
money  received  as  provided  in  Section  4.4  hereof).  If,  under  mandatory
requirements  of  applicable  law,  the Secured  Party shall be required to make
disposition of the Collateral  within a period of time which does not permit the
giving of notice to the Grantor as hereinabove specified, the Secured Party need
give the  Grantor  only  such  notice  of  disposition  as  shall be  reasonably
practicable in view of such mandatory requirements of applicable law.

         4.3. Waiver of Claims.  Except as otherwise provided in this Agreement,
THE GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND
JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE
SECURED  PARTY'S  DISPOSITION  OF  ANY  OF THE  COLLATERAL,  INCLUDING,  WITHOUT
LIMITATION,  ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT  REMEDY OR
REMEDIES  AND ANY SUCH  RIGHT  WHICH  GRANTOR  WOULD  OTHERWISE  HAVE  UNDER THE
CONSTITUTION  OR ANY  STATUTE  OF THE  UNITED  STATES OR OF ANY  STATE,  and the
Grantor hereby further waives, to the extent permitted by law:

                  (a)               all damages occasioned by such taking of
         possession except any damages which are the direct result of
         the Secured Party's gross negligence or wilful misconduct;

                  (b)        all other requirements as to the time, place and
         terms of sale or other requirements with respect to the
         enforcement of the Secured Party's rights hereunder; and

                  (c) all rights of redemption,  appraisement,  valuation, stay,
         extension or moratorium  now or hereafter in force under any applicable
         law in order to prevent or delay the  enforcement  of this Agreement or
         the absolute  sale of the  Collateral or any portion  thereof,  and the
         Grantor, for itself

                                                        -8-

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         and all who may claim under it,  insofar as it or they now or hereafter
         lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Collateral  shall operate to divest all right,  title,  interest,  claim and
demand,  either at law or in equity,  of the Grantor  therein and  thereto,  and
shall be a  perpetual  bar both at law and in equity  against  the  Grantor  and
against any and all Persons  claiming or attempting  to claim the  Collateral so
sold,  optioned or realized upon, or any part thereof,  from,  through and under
such Grantor.

         4.4.  Application  of Proceeds.  Except as otherwise  herein  expressly
provided  and except as provided  below in this Section 4.4, the proceeds of any
collection,  sale or  other  realization  of all or any  part of the  Collateral
pursuant hereto,  and any other cash at the time held by the Secured Party under
Article III hereof or this Article IV, shall be applied by the Secured Party:

                  First,  to the  payment  of the  costs  and  expenses  of such
         collection,   sale   or   other   realization,   including   reasonable
         out-of-pocket  costs and expenses of the Secured Party and the fees and
         expenses  of its agents and  counsel,  and all  expenses  incurred  and
         advances made by the Secured Party in connection therewith;

                  Next, to the payment in full of the Obligations; and

                  Finally,  to the payment to the Grantor,  or its successors or
         assigns,  or as a court of competent  jurisdiction  may direct,  of any
         surplus then remaining.

As  used in  this  Section  4.4,  "proceeds"  of  Collateral  shall  mean  cash,
securities and other property  realized in respect of, and distributions in kind
of,  Collateral,  including  any  thereof  received  under  any  reorganization,
liquidation  or adjustment of debt of the Grantor or any issuer of or obligor on
any of the Collateral.

         4.5.  Remedies Cumulative.  Each and every right, power and
remedy hereby specifically given to the Secured Party shall be in
addition to every other right, power and remedy specifically given
under this Agreement, the Note or any document related thereto or
now or hereafter existing at law or in equity, or by statute and
each and every right, power and remedy whether specifically herein
given or otherwise existing may be exercised from time to time or
simultaneously and as often and in such order as may be deemed
expedient by the Secured Party.  All such rights, powers and

                                                        -9-

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remedies  shall be  cumulative  and the exercise or the beginning of exercise of
one  shall  not be  deemed a waiver  of the  right to  exercise  of any other or
others.  No delay or omission of the Secured  Party in the  exercise of any such
right,  power or remedy and no renewal or  extension  of any of the  Obligations
shall  impair  any such  right,  power or remedy or shall be  construed  to be a
waiver of any  Event of  Default  or an  acquiescence  therein.  No notice to or
demand on the  Grantor in any case  shall  entitle  the  Grantor to any other or
further  notice or demand in  similar or other  circumstances  or  constitute  a
waiver of the rights of the  Secured  Party to any other  further  action in any
circumstances  without  notice or demand.  In the event that the  Secured  Party
shall  bring  any suit to  enforce  any of its  rights  hereunder  and  shall be
entitled to judgment, then in such suit the Secured Party may recover reasonable
expenses,  including  attorneys' fees, and the amounts thereof shall be included
in such judgment.

                                    ARTICLE V
                                   DEFINITIONS

         The following terms shall have the meanings herein specified unless the
context otherwise requires.  Such definitions shall be equally applicable to the
singular and plural forms of the terms defined.

         "Business  Day" means any day  excluding  Saturday,  Sunday and any day
which shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law to close.

         "Contracts"  shall mean all  contracts  between  the Grantor and one or
more additional parties relating to the Receivables.

         "Contract  Rights"  shall  mean all  rights of the  Grantor  (including
without limitation all rights to payments and indemnities) under each Contract.

         "Event of Default" shall mean the Grantor's failure to pay when due any
amounts owing to the Secured Party under the Notes or under any  Obligations  or
to perform  any of its  covenants  or  agreements  hereunder  or under any other
document creating any Obligations.

         "Instrument"   shall  have  the  meaning  provided  under  the  Uniform
Commercial Code as in effect on the date hereof in the State of New York.

         "Liens"  shall mean any  security  interest,  mortgage,  pledge,  lien,
claim, charge, encumbrance, title retention agreement,

                                                       -10-

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lessor's interest in a financing lease or analogous instrument, in,
of, or on the Grantor's property.

         "Obligations"  shall  mean:  (i) the full and prompt  payment  when due
(whether at the stated maturity,  by acceleration or otherwise) of the principle
of and interest on the Note; (ii) any and all loans,  indebtedness,  liabilities
and  obligations  of any kind  owing by Grantor to the  Secured  Party,  however
evidenced,  whether  now  existing  or  hereafter  arising,  whether  direct  or
indirect,  absolute or contingent,  joint or several, due or not due, primary or
secondary,  liquidated or unliquidated,  secured or unsecured, original, renewed
or  extended,  and  whether  arising  directly  or  acquired  from  others,  and
including, without limitation,  charges, commissions,  interest, expenses, costs
and attorney's fees under any of the foregoing;  (iii) any and all sums advanced
by the  Secured  Party in order to  preserve  the  Collateral  or  preserve  its
security interest in the Collateral; and (iv) in the event of any proceeding for
the collection or enforcement of any indebtedness,  obligations,  or liabilities
of the  Grantor  referred  to in clauses  (i),  (ii) and (iii),  the  reasonable
expenses  of  re-taking,  holding,  preparing  for  sale or  lease,  selling  or
otherwise  disposing or realizing on the  Collateral,  or of any exercise by the
Secured Party of its rights hereunder,  together with reasonable attorneys' fees
and court costs.

         "Person" shall mean any individual, corporation,  partnership, company,
voluntary association,  joint venture,  trust, limited liability company, trust,
governmental agency or any other entity.

         "Proceeds" shall have the meaning provided under the Uniform Commercial
Code as in  effect on the date  hereof  in the State of New York or under  other
relevant law and, in any event,  shall  include,  but not be limited to, (i) any
and all proceeds of any insurance,  indemnity,  warranty or guaranty  payable to
the Secured  Party or the Grantor  from time to time with  respect to any of the
Collateral,  (ii) any and all payments (in any form  whatsoever) made or due and
payable to the Grantor  from time to time in  connection  with any  requisition,
confiscation,  condemnation,  seizure  or  forfeiture  of all or any part of the
Collateral  by any  governmental  authority (or any person acting under color of
governmental  authority)  and (iii) any and all other  amounts from time to time
paid or payable under or in connection with any of the Collateral.

         "Receivables"  shall mean any  "account" as such term is defined in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York,  now or  hereafter  owned by Grantor  and all of the  Grantor's  rights to
payment for goods sold or leased or services  performed by the Grantor,  whether
now in  existence  or arising from time to time  hereafter,  including,  without
limitation,

                                                       -11-

<PAGE>



rights evidenced by an account,  note,  contract,  security  agreement,  chattel
paper,  or other  evidence of  indebtedness  or security,  together with (a) all
security pledged. assigned, hypothecated or granted to or held by the Grantor to
secure the foregoing,  (b) all of the Grantor's right, title and interest in and
to any  goods,  the  sale of  which  gave  rise  thereto,  (c)  all  guarantees,
endorsements  and  indemnifications  on, or of,  any of the  foregoing,  (d) all
powers of attorney for the execution of any evidence of indebtedness or security
or other writing in connection therewith,  (e) all books, records, ledger cards,
and  invoices  relating  thereto,  (f) all  evidences of the filing of financing
statements and other  statements and the  registration  of other  instruments in
connection  therewith  and  amendments  thereto,  notices to other  creditors or
secured parties,  and certificates from filing or other  registration  officers,
(g) all credit information,  reports and memoranda relating thereto, and (h) all
other writings related in any way to the foregoing.

                                   ARTICLE VI
                                  MISCELLANEOUS

         6.1.  Notices.  Except as  otherwise  specified  herein,  all  notices,
requests,  demands or other  communications  to or upon the  respective  parties
hereto  shall be deemed to have been duly  given or made when  delivered  to the
party to which such notice,  request,  demand or other communication is required
or permitted to be given or made under this  Agreement,  addressed to such party
at its address set forth opposite its signature  below, or at such other address
as any of the parties hereto may hereafter notify the others in writing.

         6.2.  Waiver; Amendment.  None of the terms and conditions of
this Agreement may be changed, waived, modified or varied in any
manner whatsoever except in a writing signed by the parties hereto.

         6.3.  Obligations  Absolute.  The obligations of the Grantor  hereunder
shall  remain in full  force and  effect  without  regard  to,  and shall not be
impaired  by,  (a)  any  bankruptcy,  insolvency,  reorganization,  arrangement,
readjustment,  composition,  liquidation  or the  like of the  Grantor;  (b) any
exercise  or  non-exercise,  or any  waiver  of,  any  right,  remedy,  power or
privilege under or in respect of this Agreement, the Note or any other document;
or (c) any amendment to or  modification  of the Note or any security for any of
the  Obligations,  whether or not the Grantor  shall have notice or knowledge of
any of the  foregoing.  The rights and  remedies  of the  Secured  Party  herein
provided are  cumulative  and not exclusive of any rights or remedies  which the
Secured Party would otherwise have.


                                                       -12-

<PAGE>




         6.4.  Successors and Assigns.  This Agreement shall be binding upon the
Grantor  and its  successors  and  assigns and shall inure to the benefit of the
Secured Party and its successors and assigns,  provided that the Grantor may not
transfer or assign any or all of its rights or obligations hereunder without the
written   consent   of  the   Secured   Party.   All   agreements,   statements,
representations  and warranties made by the Grantor herein or in any certificate
or other  instrument  delivered  by the  Grantor  or on its  behalf  under  this
Agreement  shall be considered to have been relied upon by the Secured Party and
shall  survive the execution  and delivery of this  Agreement  regardless of any
investigation made by the Secured Party.

         6.5.  Headings Descriptive.  The headings of the several
sections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any
provision of this Agreement.

         6.6. Severability.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         6.7.  Governing Law.  THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.

         6.8.  Grantor's  Duties.  It  is  expressly  agreed,   anything  herein
contained to the contrary notwithstanding,  that the Grantor shall remain liable
to perform all of the  obligations,  if any,  assumed by it with  respect to the
Collateral  and the Secured Party shall not have any  obligations or liabilities
with respect to any  Collateral  by reason of or arising out of this  Agreement,
nor shall the Secured Party be required or obligated in any manner to perform or
fulfill any of the obligations of the Secured Party under or with respect to any
Collateral.

         6.9  Deficiency.   If  the  proceeds  of  sale,   collection  or  other
realization of or upon the Collateral hereof are insufficient to cover the costs
and expenses of such realization and the payment in full of the Obligations, the
Grantor shall remain liable for any deficiency in respect of the Obligations.

         6.10.  Counterparts.  This Agreement may be executed in any
number of counterparts and by the different parties hereto on

                                                       -13-

<PAGE>




separate counterparts,  each of which when so executed and delivered shall be an
original,  but  all  of  which  shall  together  constitute  one  and  the  same
instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and  delivered by their duly  authorized  officers as of the date first
above written.


                                            Grantor:

                                            COSMETIC SCIENCES, INC.

                                            By:/s/Joseph Heller
                                               Name:Joseph Heller
                                               Title:Vice President

Address:

One Old Country Road
Carle Place, NY  11514


                                            Secured Party:

                                            ARBOR HOME HEALTHCARE HOLDING LLC

                                            By:/s/ Ivan Kaufman
                                               Name:  Ivan Kaufman
                                               Title: Member

Address:

333 Earle Ovington Blvd.
Uniondale, NY  11553


                                                       -14-

<PAGE>




STATE OF NEW YORK   )
                                    ss.:
COUNTY OF NASSAU    )

         On this 6th day of  September,  1996,  before  me  personally  appeared
Joseph Heller,  to be personally  known, who, being by me duly sworn,
says  that  he is Vice President of  Cosmetic  Sciences,  Inc.;  that  said
instrument was signed on behalf of said corporation by authority of its Board of
Directors,  and he acknowledged  that the execution of the foregoing  instrument
was the free act and deed of said corporation.


                                                   /s/Derek Warner
                                                     Notary Public

My Commission Expires:

[Notary Seal]



STATE OF NEW YORK   )
                                    ss.:
COUNTY OF NASSAU    )

         On this 6th day of September,  1996, before me personally appeared Ivan
Kaufman,  to be personally  known,  who, being by me duly sworn, says that he is
Member of Arbor Home HealthCare Holding LLC; that said instrument was
signed on behalf of said corporation by authority of its Board of Directors, and
he acknowledged that the execution of the foregoing  instrument was the free act
and deed of said corporation.


                                                    /s/Derek Warner
                                                    Notary Public
My Commission Expires
[Notary Seal]



                                                       -15-

<PAGE>

TO:  ARBOR HOME HEALTHCARE HOLDING LLC


         TPC Home Care Services, Inc. ("TPC") hereby agrees that, as a 83% owned
subsidiary of Cosmetic Sciences, Inc. ("CSI") and as consideration for the funds
which will be made  available  to it by CSI from time to time,  including  funds
made  available  as a result of a $250,000  loan made by Arbor  Home  HealthCare
Holding LLC  ("Arbor") to CSI, and in order to induce Arbor to make such loan to
CSI:

         (i)               TPC shall become a party to that certain  Receivables
                           Security   Agreement   dated   September   __,   1996
                           ("Receivables  Security  Agreement")  between CSI, as
                           Grantor and Arbor, as Secured Party;

         (ii)              TPC shall be bound in the same manner as CSI with
                           respect to the grant as security of all Collateral
                           as defined therein, and that the terms Contracts,
                           Contract Rights, Proceeds, Receivables and
                           Collateral shall include such items in the same
                           manner and to the same extent as if TPC was the
                           Grantor as defined in the Receivables Security
                           Agreement;

         (iii)             TPC shall also be bound to any duties and
                           obligations of the Grantor with respect to the
                           Collateral provided by TPC and any "Event of
                           Default" as defined in the Receivables Security
                           Agreement, will grant Arbor the same rights with
                           respect to Collateral provided by TPC as it has
                           with respect to Collateral provided by CSI,
                           notwithstanding that TPC is not a party to a loan
                           agreement or promissory note with Arbor.

                                             TPC HOME CARE SERVICES, INC.



                                           By:/s/ Mary Ann Page