$250,000.00                                                  September 6, 1996

                                 PROMISSORY NOTE




                  FOR  VALUE  RECEIVED,   COSMETIC  SCIENCES,   INC.  ("Maker"),
promises to pay to the order of ARBOR HOME  HEALTHCARE  HOLDING LLC  ("Holder"),
the principal amount of Two Hundred Fifty Thousand ($250,000) Dollars, in lawful
money of the United States of America,  together with interest at the Prime Rate
(as quoted in the Wall Street Journal) plus 3% per annum from the date hereof on
the  outstanding  balance  hereof until payment in full. The Prime Rate shall be
determined and adjusted monthly, commencing with the date hereof. The Prime Rate
on the date hereof is 8.25%. All unpaid and accrued interest and principal shall
be payable in full on October 6, 1996; provided,  however,  that this Note shall
be due and  payable  prior to October 6, 1996,  immediately  upon the release of
that  certain  $650,000  being  held in escrow  pursuant  to the Stock  Purchase
Agreement  dated  June 30,  1996  between  Maker,  Holder  and  Meltzer,  Lippe,
Goldstein,  Wolf & Schlissel,  P.C., as Escrow Agent ("MLG"),  as amended August
16,  1996 (the  "Stock  Purchase  Agreement").  If this Note has not been  fully
repaid prior to such release,  Maker hereby  directs MLG to pay the amounts held
in such escrow directly to Holder on Maker's behalf in such amounts as necessary
to satisfy this Note in full, and only thereafter to disburse the balance of the
amounts  of said  escrow  to  Maker,  and  this  direction  shall  constitute  a
modification of said Stock Purchase Agreement,  which is acknowledged by MLG and
Holder pursuant to Annex A hereto. All payments made pursuant to this Note shall
first be applied  against accrued  interest on the principal  balance hereof and
any remaining amounts in reduction of the principal balance hereof.

                  All payments  shall be made for the account of Holder,  at its
offices, 333 Earle Ovington Blvd., Uniondale,  New York, 11553, or at such other
place as Holder shall hereafter designate.

                  The  obligation  evidenced  by this  Note is  entitled  to the
benefit of the security described in that certain Receivables Security Agreement
dated September 6, 1996 from Maker to Holder
(the "Receivables Security Agreement").

                  At its option,  Maker may prepay the unpaid  balance hereof in
part or in full at any time and from time to time without  premium or penalty of
any kind.  Partial  prepayments shall be applied first to the payment of accrued
interest  and  then to  prepayment  of  principal  in the  inverse  order of the
installments hereunder.


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<PAGE>




                  The entire unpaid  balance of this Note shall  immediately  be
due and payable,  at the option of Holder hereof, upon the occurrence of any one
or more of the following events of default ("Events of Default"):

     (a)  default in the  payment of any  payment  due  hereunder,  or any other
amounts  due from Maker to Holder,  for a period of five (5) days after the same
has become due and payable and Maker hereby waives any Notice of Default.

     (b) default in the  performance  or  observance  by Maker of any  covenant,
condition or provision of this Note, any other note executed by Maker to Holder,
or of the Receivables Security Agreement,  beyond the applicable period of cure,
if any, provided herein or therein; or

     (c) if a court having jurisdiction in the premises enters a decree or order
for  relief in  respect of Maker in any  involuntary  case under any  applicable
bankruptcy,  insolvency or other similar law now or hereafter in effect,  or for
the  appointment  of a receiver,  liquidator,  assignee,  custodian,  trustee or
sequestrator  (or similar  official) of Maker or for any substantial part of its
property,  which decree for relief remains  unstayed and in effect for more than
sixty (60) consecutive days; or

     (d) if Maker  commences a voluntary case under any  applicable  bankruptcy,
insolvency or other  similar law now or hereafter in effect,  or consents to the
entry of any order for  relief in an  involuntary  case  under any such law,  or
consents to the appointment of or taking  possession by a receiver,  liquidator,
assignee,  trustee,  custodian or sequestrator (or similar official) of Maker or
for any substantial  part of its property,  or makes any general  assignment for
the benefit of creditors.

                  In  the  event  of any  such  Event  of  Default,  the  entire
principal  sum of this Note shall become  immediately  due and  payable,  at the
option of Holder.  Failure to exercise this option shall not constitute a waiver
of the right to  exercise  the same in the  event of the same or any  subsequent
default.

                  Upon the  occurrence  of any  Event  of  Default,  Holder  may
protect and enforce his rights by suit in equity,  by action at law, or by other
appropriate proceedings (whether for the specific performance of any covenant or
agreement contained in this Note or in aid of the exercise of any power or right
granted by this Note), or enforce the payment of this Note or any other legal or
equitable right.



                                                         2

<PAGE>




                  No delay on the part of Holder in the exercise of any power or
right under this Note shall operate as a waiver  thereof,  nor shall a single or
partial  exercise of any power or right  preclude any other or further  exercise
thereof or the  exercise of any other power or right.  Enforcement  by Holder of
any  security  for the  payment  hereof  shall not  constitute  any  election of
remedies so as to preclude the exercise of any other remedy by Holder.

                  Except  as  set  forth  in  the  proceeding   paragraph,   all
stipulations  and agreements set forth herein by or on behalf of Maker or Holder
shall bind the  successors  and  assigns of such  party,  and shall inure to the
benefit of Maker or Holder, as the case may be, and their respective  successors
and assigns.

                  Any notice to be given to or served  upon Maker or Holder must
be in  writing  and  may be  given  by  personal  delivery  or by  certified  or
registered  mail and shall be deemed to have been  given when  delivered  to and
received by the party to whom it is  addressed.  Such notices  shall be given to
the parties  hereto at the addresses  set forth below.  Any party hereto may, at
any time,  by giving five (5) days'  written  notice to the other party  hereto,
designate any other address in  substitution  of the following  address to which
such notice shall be given:

                  To Holder:

                  Arbor Home HealthCare Holding LLC
                  333 Earle Ovington Blvd.
                  Uniondale, New York  11553

                  With a copy to:

                  Richard A. Lippe, Esq.
                  Meltzer, Lippe, Goldstein, Wolf & Schlissel, P.C.
                  190 Willis Avenue
                  Mineola, New York  11501

                  To Maker:

                  Cosmetic Sciences, Inc.
                  One Old Country Road
                  Suite 335
                  Carle Place, New York  11514

                  With a copy to:

                  Richard Lane, Esq.
                  One Old Country Road
                  Suite 430
                  Carle Place, New York  11514

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<PAGE>





                  If any  provision  hereof  shall for any  reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other  provisions  hereof,  and this Note
shall be construed as if such invalid,  illegal or  unenforceable  provision had
never been contained herein.

                  In the Event of Default hereunder and where this Note is given
to an attorney for collection, or if this Note shall be collected in whole or in
part through legal  proceedings of any nature,  Maker agrees to pay, in addition
to the unpaid principal and interest hereof,  reasonable attorneys' fees and all
expenses  incurred  in  connection  with  the  collection  of  the  amounts  due
hereunder.  In addition, in the Event of Default hereunder,  interest thereafter
shall accrue hereunder at the maximum rate permitted by law.

                  Maker hereby waives presentment,  demand,  protest,  notice of
protest and notice of dishonor.

                  This Note shall be governed  by and  construed  in  accordance
with the laws of the State of New York.

                  IN WITNESS WHEREOF,  the undersigned,  intending to be legally
bound, has duly executed this Note on the date set forth above.

                                    COSMETIC SCIENCES, INC. (MAKER)


                                       By:/s/Joseph Heller
                                          Joseph Heller, Vice President

                                        4

<PAGE>




                                            ANNEX A TO PROMISSORY NOTE


         The undersigned,  Meltzer,  Lippe,  Goldstein,  Wolf & Schlissel,  P.C.
("MLG") and Arbor Home HealthCare Holding LLC, hereby acknowledge and agree that
the certain Stock Purchase  Agreement dated June 30, 1996, as amended August 16,
1996 (the "Stock  Purchase  Agreement")  has been further amended as provided in
the Promissory Note to which this document constitutes Annex A.

         This  amendment  provides  that  certain  proceeds of the escrow  being
maintained by MLG pursuant to the Stock Purchase Agreement are to be released to
Arbor Home  HealthCare  Holding LLC under the terms and conditions  specified in
said Promissory Note. Such release  direction  supersedes the release  direction
set forth in the Stock Purchase Agreement.

Agreed to and Acknowledged:


MELTZER, LIPPE, GOLDSTEIN, WOLF &
 SCHLISSEL, P.C., as Escrow Agent



By:/s/ David I. Schaffer



ARBOR HOME HEALTHCARE HOLDING LLC



By:/s/ Ivan Kaufman
      Ivan Kaufman, Member




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