THE FIRST NATIONAL BANK OF BOSTON, as Agent
                               100 Federal Street
                                Boston, MA 02110






                                October 15, 1996



Allou Health & Beauty Care, Inc.
   and its Subsidiaries
50 Emjay Boulevard
Brentwood, NY 11717

           Re:       Second Amendment to Second Restated and Amended
                     Revolving Credit and Security Agreement
                     -----------------------------------------------

Gentlemen:

           Reference is made to the Second Restated and Amended Revolving Credit
and Security Agreement, dated as of June 6, 1996, among the Borrowers, the Agent
and  Lenders  (the  "Loan  Agreement").  Capitalized  terms  defined in the Loan
Agreement  shall  have the  meanings  herein  ascribed  to them  therein  unless
otherwise defined herein.

           As you  requested,  and pursuant to the terms of Section  10.8(ii) of
the Loan Agreement  effective as of the date hereof, the dollar amount set forth
in Section 1.9 is increased  from  $47,500,000  to  $55,000,000,  until  further
amended in  accordance  with the terms of the Loan  Agreement.  Pursuant  to the
terms of said Section  10.8(ii),  and as evidenced by the signature of the Agent
appearing below, such amendment is hereby consented to in writing by the Agent.

                                            Very truly yours,

                                            THE FIRST NATIONAL BANK OF BOSTON,
                                            As Agent


                                            By:  /s/ Brent E. Shay
                                               ------------------------------
                                               Title: Director

                       (Signatures Continued on Next Page)








Acknowledged this 15th day of
October, 1996


BORROWERS:

ALLOU HEALTH & BEAUTY CARE, INC.
ALLOU DISTRIBUTORS, INC.
ALLOU PERSONAL CARE CORPORATION
M. SOBOL, INC.
SUPERBUY OF NEW YORK, INC.
RONA BEAUTY SUPPLIES, INC.
HEMPSTEAD HEALTH & BEAUTY AIDS, INC.
PASTEL COSMETIC AND BEAUTY AIDS, INC.
NBA NATIONAL SALES CORP.
NBA DISTRIBUTORS, INC.
RUSS KALVIN PERSONAL CARE CORP.
STANFORD PERSONAL CARE MANUFACTURING, INC.

By:   /s/ David Shamilzadeh
   ------------------------------
   Title SVP & CFO

GUARANTORS:


 /s/ Victor Jacobs
- ------------------------------
Victor Jacobs, Guarantor

 /s/ Herman Jacobs
- ------------------------------
Herman Jacobs, Guarantor

 /s/ Jack Jacobs
- ------------------------------
Jacob Jacobs, Guarantor

Copies sent to the following Lenders:

The First  National  Bank of Boston  IBJ  Schroder  Bank & Trust  Company  Sanwa
Business Credit Corporation LaSalle Business Credit, Inc.
The Bank of Tokyo - Mitsubishi Trust Company