INTELLECTUAL PROPERTY SECURITY AGREEMENT

                                                                    EXHIBIT 10.3





                    INTELLECTUAL PROPERTY SECURITY AGREEMENT

         This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 29,
2005 (as amended, supplemented or otherwise modified from time to time, the
"INTELLECTUAL PROPERTY SECURITY AGREEMENT"), is made by each of the signatories
hereto (collectively, the "GRANTORS") in favor of JPMorgan Chase Bank, N.A., as
administrative agent (in such capacity, the "ADMINISTRATIVE AGENT") for the
Secured Parties (as defined in the Credit Agreement referred to below).

         A. Del Laboratories, Inc., a Delaware corporation (the "BORROWER") and
DLI Holding II Corp., a Delaware corporation, ("HOLDINGS"), have entered into a
Credit Agreement, dated as of December 29, 2005 (as amended, supplemented, or
otherwise modified from time to time, the "CREDIT AGREEMENT"), with the banks,
financial institutions and other entities (the "LENDERS") from time to time
party thereto, J.P. Morgan Securities Inc., as sole lead arranger and sole
bookrunner, and the Administrative Agent.

         B. It is a condition precedent to the obligation of the Lenders to make
their respective extensions of credit to the Borrower under the Credit Agreement
that the Grantors shall have executed and delivered that certain Guarantee and
Collateral Agreement, dated as of December 29, 2005 in favor of the
Administrative Agent (as amended, supplemented, replaced or otherwise modified
from time to time, the "GUARANTEE AND COLLATERAL AGREEMENT"). Capitalized terms
used and not defined herein have the meanings given such terms in the Credit
Agreement or the Guarantee and Collateral Agreement, as applicable.

         C. Under the terms of the Guarantee and Collateral Agreement, the
Grantors have granted a security interest in certain Property, including,
without limitation, certain Intellectual Property of the Grantors to the
Administrative Agent for the benefit of the Secured Parties, and have agreed as
a condition thereof to execute this Intellectual Property Security Agreement for
recording with the United States Patent and Trademark Office, the United States
Copyright Office, and other applicable Governmental Authorities.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantors agree as follows:

         SECTION 1. GRANT OF SECURITY. Each Grantor hereby grants to the
Administrative Agent for the benefit of the Secured Parties a security interest
in all of the following property now owned or hereafter acquired by such Grantor
or in which such Grantor now has or at any time in the future may acquire any
right, title or interest, as collateral security for the prompt and complete
payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of such Grantor's Obligations (as defined in the
Guarantee and Collateral Agreement):

         (a) (i) all United States trademarks, service marks, trade names,
domain names, corporate names, company names, business names, trade dress, trade
styles, logos, or other indicia of origin or source identification, and all
registrations of and applications to register the foregoing (except for
"intent-to-use" applications for trademark or service mark registrations filed
pursuant to Sec