SECURITY AGREEMENT

         This Security Agreement (this "Agreement"), dated as of February 6,
2001, by International Cosmetics Marketing Co., a Florida corporation (the
"Company"), in favor of Nico P. Pronk (the "Holder").

                                    RECITALS

         WHEREAS, the Company has executed a series of Secured Promissory Notes
(the "Notes") in favor of Holder;

         WHEREAS, the obligations of the Company under the Notes and any secured
promissory notes issued by the Company to the Holder after the date hereof are
intended to be secured by certain Collateral (defined below) of the Company, as
provided herein.

         NOW, THEREFORE, for other good and valuable consideration, receipt of
which is hereby acknowledged, the parties agree as follows:

                               TERMS OF AGREEMENT

         Section 1.  DEFINITIONS; INTERPRETATION.

         (a) Unless otherwise expressly provided herein, when used in this
Agreement the following capitalized terms shall have the following meanings:

         "Code" shall mean the Uniform Commercial Code as the same may, from
time to time, be in effect in the State of Florida; provided, however, in the
event that, by reason of mandatory provisions of law, any or all of the
attachment, perfection or priority of the security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of Florida, the term "Code" shall mean the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such attachment, perfection or priority and for purposes of
definitions related to such provisions.

         "Collateral" shall include all assets of the Company and each of its
subsidiaries, including without limitation the following, all whether now owned
or hereafter acquired or arising: (i) accounts, accounts receivable, contract
rights, chattel paper, notes receivable, instruments and documents; (ii) goods
of every nature, including without limitation, inventory, stock-in-trade, raw
materials, work in process, items held for sale or lease or furnished or to be
furnished under contracts of sale or lease, goods that are returned, reclaimed
or repossessed, together with materials used or consumed in the Company's
business; (iii) equipment, including, without limitation, machinery, vehicles,
furniture and fixtures; (iv) general intangibles, of every kind and description,
including, but not limited to, all existing and future customer lists, choses in
action, claims (including without limitation claims for indemnification or
breach of warranty), books, records, patents and patent applications,
copyrights, trademarks, trade names, domain names, tradestyles, trademark
applications, goodwill, blueprints, drawings, designs and plans, trade secrets,
contracts, licenses, license agreements, formulae, tax and any other types of
refunds, returned and unearned insurance premiums, rights and claims under
insurance policies, and computer information, software, source codes, object
codes, records and data; (v) all cash and cash equivalents; and (vi) all cash
and non-cash proceeds (including without limitation, insurance proceeds) of all
of the foregoing property, all products thereof and, all additions and
accessions thereto, substitutions therefor and replacements thereof.




         "Event of Default" shall mean any failure to make a payment when due
under any Note or any failure to perform or observe any obligations, covenants
or agreements under this Agreement.

         "Obligations" shall mean all the unpaid principal amount of, and
accrued interest on, any Note (including any secured promissory notes issued by
the Company to the Holder after the date of this Agreement), now existing or
hereafter incurred.

         "Proceeds" shall have the meaning assigned to it under the Code 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 Company 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 Company 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 body,
authority, bureau or agency (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.

         (b) Where applicable and except as otherwise defined herein, terms used
in this Agreement shall have the meanings assigned to them in the Code.

         (c) In this Agreement, (i) the meaning of defined terms shall be
equally applicable to both the singular and plural forms of the terms defined
and (ii) the captions and headings are for convenience of reference only and
shall not affect the construction of this Agreement.

         Section 2. GRANT OF SECURITY INTEREST. As security for the prompt and
complete payment and performance when due of all of the Obligations of the
Company, the Company hereby pledges and grants to Holder a security interest in
the Collateral. This Agreement shall create a continuing security interest in
the Collateral which shall remain in effect until terminated in accordance with
Section 10 hereof.

         Section 3. COVENANTS. The Company covenants and agrees with Holder that
from and after the date of this Security Agreement and until the Obligations are
fully satisfied:

         (a) At any time and from time to time, upon the written request of
Holder, and at the sole expense of the Company, the Company will promptly and
duly execute and deliver any and all such further instruments and documents and
take such further action as Holder may reasonably deem desirable in obtaining
the full benefits of this Security Agreement and of the rights and powers herein
granted, including, without limitation, the filing of any financing or
continuation statements under the Code. The Company also hereby authorizes
Holder to file any such financing or continuation statement without the
signature of the Company to the extent permitted by applicable law.

         (b) The Company will comply in all material respects, with all acts,
rules, regulations, orders, decrees and directions of any governmental
authority, applicable to the Collateral or any part thereof or to the operation
of the Company's business; provided, however, that the Company may contest any
act, regulation, order, decree or direction in any reasonable manner which shall
not in the sole opinion of Holder adversely affect Holder's rights or the first
priority of his security interest in the Company.



         (c) The Company will not, without its Board of Directors' approval,
create, permit or suffer to exist, and will defend the Collateral against and
take such other action as is necessary to remove, any lien or right, in or to
the Collateral (other than those created hereunder) or the Proceeds thereof,
other than (i) liens of current taxes not yet due and payable and (ii) liens and
encumbrances which do not in any case materially detract from the value of the
Collateral.

         Section 4. REMEDIES ON DEFAULT.

         (a) If any Event of Default shall occur, Holder may exercise, in
addition to all other rights and remedies granted to it in this Security
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations, all rights and remedies of secured parties under
the Code. Without limiting the generality of the foregoing, the Company
expressly agrees that in any such event Holder, without demand of performance or
other demand, advertisement or notice of any kind (except the notice specified
below of time and place of public or private sale) to or upon the Company or any
other person (all and each of which demands, advertisements and/or notices are
hereby expressly waived), may forthwith collect, receive, appropriate and
realize upon the Collateral, or any part thereof, and/or may forthwith sell,
lease, assign, give options to purchase, or sell or otherwise dispose of and
deliver said Collateral (or contract to do so), or any part thereof, in one or
more parcels at public or private sale or sales, for cash or on credit or for
future delivery without assumption of any credit risk. Holder shall provide ten
(10) days prior notice of the time and place of any public or private sale.
Holder shall have the right, to the extent permitted by law, upon any such
public sale or sales, and, upon such private sale or sales, to purchase the
whole or any part of said Collateral so sold, free of any right or equity of
redemption in the Company.

         (b) If any Event of Default shall occur, the Company expressly agrees
that Holder shall have the right at any time, and in his sole discretion, to
notify any persons obligated to the Company to make payment directly to Holder
of any and all amounts due or to become due thereon.

         (c) The Company also agrees to pay all reasonable costs of Holder,
including reasonable attorneys' fees and paralegals' incurred with respect to
the collection of any of the Obligations and the enforcement of any of its
rights hereunder.

         (d) Except as otherwise provided herein, the Company hereby waives
presentment, demand, protest or any notice (to the extent permitted by
applicable law) of any kind in connection with this Agreement or any Collateral.

         Section 5. 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 such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 6. NO WAIVER; CUMULATIVE REMEDIES. Holder shall not by any act,
delay, omission or otherwise, be deemed to have waived any of his rights or
remedies hereunder; and no waiver shall be valid unless in writing and signed by
Holder, and then only to the extent therein set forth. A waiver by Holder of any
right or remedy hereunder on any one occasion shall not be construed as a bar to
any right or remedy which Holder would otherwise have on any future occasion.

         Section 7. NOTICES. All notices or other communications hereunder shall
be in writing and mailed, sent or delivered to the respective parties hereto at
or to the applicable address set forth in the Notes, or as shall otherwise be
designated by any party in a written notice to the other parties hereto. All
such notices and other communications shall be effective (i) if delivered by
hand, when delivered; or (ii) if sent by mail, upon the earlier of the date of
receipt or five business days after deposit in the mail, first class.





         Section 8. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the
entire agreement of the Company and Holder with respect to the subject matter
hereof and shall not be amended except by the written agreement of the Company
and Holders.

         Section 9. SUCCESSORS AND ASSIGNS; GOVERNING LAW. This Agreement and
all obligations of the Company hereunder shall be binding upon the successors
and assigns of the Company, and shall, together with the rights and remedies of
Holder hereunder, inure to the benefit of Holder, all future Holders of any
Note, and their respective successors and assigns. This Agreement shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of Florida, excluding any choice of law provisions.

         Section 10. TERMINATION. Upon payment and performance in full of all
Obligations, this Agreement shall terminate and secured party shall promptly
execute and deliver to Company such documents and instruments reasonably
requested by Company as shall be necessary to evidence termination of all
security interests given by Company to Holder hereunder.





         IN WITNESS WHEREOF, the undersigned has duly executed this Security
Agreement as of the day and year first above written.

INTERNATIONAL COSMETICS MARKETING CO.


By:
   ------------------------------
Name:   Sonny Spoden
Title:  Chief Financial Officer