DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING FROM DEL LABORATORIES, INC

Exhibit 10.9

DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING

FROM

DEL LABORATORIES, INC.

To

Biberstein & Nunalee, LLP

as Trustee for the benefit of

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Note Collateral Agent

Dated: October 28, 2005

Premises: Carver Road

                                                        Rocky Point, North Carolina 28457

                           County of Pender

COLLATERAL IS OR INCLUDES FIXTURES

(THIS DOCUMENT SERVES AS A FIXTURE FILING UNDER SECTION 25-9-502 OF THE

NORTH CAROLINA UNIFORM COMMERCIAL CODE.)

THIS DEED OF TRUST IS GIVEN PARTLY TO SECURE FUTURE OBLIGATIONS

WHICH MAY BE INCURRED HEREUNDER.

Prepared by and after recordation return to:

Latham & Watkins LLP

885 Third Avenue, Suite 1000

New York, New York 10022

Attn: Stephanie Quaranta

TABLE OF CONTENTS

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Exhibit A: legal description

INDEX OF DEFINED TERMS

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DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,

SECURITY AGREEMENT, FINANCING STATEMENT

AND FIXTURE FILING

This Deed of Trust, Assignment of Leases and Rents, Security Agreement, Financing Statement and Fixture Filing (this “ Deed of Trust ”) is dated as of October 28, 2005, by DEL LABORATORIES, INC., a Delaware corporation (“ Grantor ”), having an address at 178 EAB Plaza, Uniondale, New York 11556, in favor of Biberstein & Nunalee, LLP (“ Trustee ”), having an address at P.O. Box 428, Burgaw, North Carolina 28425, for the benefit of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“ Beneficiary ”), having an address at 213 Court Street, Suite 703, Middletown, CT 06457, as Note Collateral Agent (as defined in the Indenture (as defined below)) for the holders of the Notes (as defined below) under the Indenture more fully described below.

1. DEFINITIONS

As used herein, the following terms shall have the following meanings:

“ Covenants ”: All of the agreements, covenants, conditions and other obligations made or undertaken by Grantor or any other person or entity to Beneficiary or to any other Note Secured Party (as defined in the Indenture) as set forth in the Note Lien Security Documents.

“ Mortgaged Property ”: All of Grantor’s right, title and interest in or to (1) the real property described in Exhibit A , together with any greater estate therein as hereafter may be acquired by Grantor (the “ Land ”), (2) buildings, structures and other improvements, now or at any time situated, placed or constructed upon the Land (the “ Improvements ”), (3) fixtures, materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Grantor and now or hereafter attached to, installed in or used primarily in connection with any of the Improvements or the Land, and all water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements (the “ Fixtures ”), (4) all goods, accounts, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Grantor and now or hereafter affixed to, placed upon, used primarily in connection with, or arising from or otherwise related to the Land and Improvements or that may be used in or relating to the planning, development, financing or operation of the Mortgaged Property, including, without limitation, furniture, furnishings, equipment, machinery, money, insurance proceeds, accounts, contract rights, goodwill, chattel paper, documents, property licenses and/or franchise agreements, rights of Grantor under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Grantor with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs but only to the extent assignable (the “ Personalty ”), (5) reserves, escrows or impounds required under the Indenture and all deposit accounts maintained by Grantor with respect solely to the Mortgaged Property, (6) plans, specifications, shop drawings and other technical descriptions

prepared for construction, repair or alteration of the Improvements, and all amendments and modifications thereof (the “ Plans ”), (7) all leases, subleases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant a possessory interest in, or the right to use, all or any part of the Mortgaged Property (the “ Leases ”), together with all related security and other deposits, (8) all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by parties to the Leases other than Grantor for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “ Rents ”), (9) to the extent assignable, all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, permits, licenses, certificates and entitlements in any way relating to the development, construction, use, occupancy, operation, maintenance, enjoyment, acquisition or ownership of the Mortgaged Property (the “ Property Agreements ”), (10) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, and all right, title and interest, if any, of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Land or any part thereof, (11) accessions, replacements and substitutions for any of the foregoing and all proceeds thereof, (12) all proceeds of and any unearned premiums on any insurance policies covering any of the above property now or hereafter acquired by Grantor, (13) all mineral, water, oil and gas rights now or hereafter acquired and relating to all or any part of the Mortgaged Property and (14) any awards, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to the Land, Improvements, Fixtures or Personalty. As used in this Deed of Trust, the term “ Mortgaged Property ” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

“ Note Lien Security Documents ”: Include (1) the Indenture dated as of the date hereof by and among Grantor, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (the “ Indenture ”), (2) Intercreditor Agreement, dated as of the date hereof, among the Company, the Subsidiary Guarantors, the Credit Agreement Agent, the Credit Facility Collateral Agent, the Trustee and the Note Collateral Agent, (3) each Lien Sharing and Priority Confirmation with respect to Note Lien Obligations, (4) the Collateral Agreement among the Company, the Subsidiary Guarantors, the other grantors party thereto and the Note Collateral Agent, (5) IP Security Agreement among the Company, each of the Subsidiary Guarantors party thereto, the other grantors party thereto and the Note Collateral Agent and (6) all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered by the Company or any Subsidiary Guarantor creating (or purporting to create) a Note Lien upon Collateral in favor of the Note Collateral Agent to secure Note Lien Obligations, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time.

“ Note Lien Obligations ”: As defined in the Indenture, including, without limitation, all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Grantor to Beneficiary under documents that recite that they are intended to be secured by this Deed of Trust.

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“ Permitted Liens ”: The outstanding liens, easements, restrictions, security interests and other exceptions to title set forth in the policy of title insurance insuring the lien of this Deed of Trust issued on the date hereof, together with the liens and security interests in favor of Beneficiary created or permitted by the Indenture.

“ UCC ”: The Uniform Commercial Code of the State of North Carolina or the Uniform Commercial Code in effect in any other state if applicable.

All terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture.

2. GRANT . To secure the full and timely payment and performance of the Note Lien Obligations, Grantor MORTGAGES, GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS and HYPOTHECATES and CONVEYS the Mortgaged Property to Trustee, IN TRUST, WITH POWER OF SALE, subject, however, to the Permitted Liens. The latest scheduled maturity date of the secured debt is October 28, 2011.

3. WARRANTIES, REPRESENTATIONS AND COVENANTS . Grantor warrants, represents and covenants to Trustee and Beneficiary as follows:

3.1 Title to Mortgaged Property and Lien of this Instrument . Grantor owns the Mortgaged Property free and clear of any liens, claims or interests, except the Permitted Liens. This Deed of Trust creates a valid, enforceable first priority lien and security interest against the Mortgaged Property subject only to the Permitted Liens.

3.2 First Lien Status . Grantor shall preserve and protect the first lien and security interest status of this Deed of Trust and the other Note Lien Security Documents. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Grantor shall promptly, and at its expense, (a) give Beneficiary a detailed written notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take such other action so as to cause it to be released or contest the same in compliance with the requirements of the Indenture (including the requirement of providing a bond or other security satisfactory to Beneficiary to the extent required by the Indenture).

3.3 Payment and Performance . Grantor shall pay and perform the Note Lien Obligations when due under the Note Lien Security Documents to which it is a party and shall perform the Covenants under the Note Lien Security Documents to which it is a party in full when they are required to be performed.

3.4 Replacement of Fixtures and Personalty . Except as permitted by the Indenture, Grantor shall not, without the prior written consent of Beneficiary, not to be unreasonably withheld, permit any of the Fixtures or Personalty to be removed at any time from the Land or Improvements, unless the removed item is removed temporarily for maintenance and repair or, if removed permanently, is immaterial or is obsolete and in either case, is replaced by an article of equal or better suitability and value, owned by Grantor subject to the liens and security interests

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of this Deed of Trust and the other Note Lien Security Documents, and free and clear of any other lien or security interest except such as may be first approved in writing by Beneficiary.

3.5 Maintenance of Rights of Way, Easements and Licenses . Grantor shall maintain, in the ordinary course of business, all rights of way, easements, grants, privileges, licenses, certificates, permits, entitlements and franchises necessary for the use of the Mortgaged Property and will not, without the prior consent of Beneficiary, not to be unreasonably withheld or delayed, consent to any public restriction (including any zoning ordinance) or private restriction as to the use of the Mortgaged Property which restriction is reasonably likely to materially and adversely affect the current use of the Mortgaged Property. Grantor shall comply in all material respects with all restrictive covenants affecting the Mortgaged Property, and all zoning ordinances and other public or private restrictions as to the use of the Mortgaged Property.

3.6 Inspection . Grantor shall permit Beneficiary and its agents, representatives and employees, upon reasonable prior notice to Grantor and during normal business hours (except in the case of an emergency, in which case no notice shall be necessary), to inspect the Mortgaged Property and conduct such environmental, to the extent Beneficiary believes that there is a reasonable possibility that a release of materials of environmental concern in violation of environmental laws may have occurred or is occurring, engineering and other studies as Beneficiary may reasonably require, provided that such inspections and studies shall not materially interfere with the use and operation of the Mortgaged Property. Beneficiary shall indemnify Grantor for all losses relating to its or its agent’s gross negligence and willful misconduct in connection with such inspection and studies.

3.7 Other Covenants . All of the covenants in the Indenture are incorporated herein by reference.

3.8 Condemnation Awards and Insurance Proceeds.

3.8.1 Condemnation Awards. Grantor assigns all awards and compensation for any condemnation or other taking, or any purchase in lieu thereof, to Beneficiary and authorizes Beneficiary to collect and receive such awards and compensation and to give proper receipts and acquaintances therefor, to be released by Beneficiary or applied to the Note Lien Obligations in accordance with the terms of the Indenture.

3.8.2 Insurance Proceeds. Grantor assigns to Beneficiary all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property (including flood insurance). Grantor authorizes and directs the issuer of each of such insurance policies to make payment for all such losses to Beneficiary, to be released by Beneficiary or applied toward the Note Lien Obligations in accordance with the terms of Indenture.

4. DEFAULT AND FORECLOSURE

4.1 Remedies . During the occurrence and continuance of an Event of Default, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

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4.1.1 Acceleration. To the extent permitted by the Indenture, declare the Note Lien Obligations to be immediately due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action of any nature whatsoever (each of which hereby is expressly waived by Grantor), whereupon the same shall become immediately due and payable.

4.1.2 Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent, Beneficiary may invoke any legal remedies to dispossess Grantor.

4.1.3 Operation of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise use the Mortgaged Property upon such terms and conditions as Beneficiary may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Beneficiary deems necessary or desirable), and apply all Rents and other amounts collected by Trustee in connection therewith in accordance with the provisions of Section 4.7 hereof.

4.1.4 Remedies of Beneficiary upon Default. Upon the occurrence of any Event of Default, Beneficiary may, at its option, without prior notice to Grantor, declare the Note Lien Obligations to be immediately due and payable in full; and, on application of Beneficiary, Trustee shall foreclose this Deed of Trust in any manner permitted by North Carolina law, including selling the Mortgaged Property or any part thereof at public sale to the last and highest bidder for cash, free of any equity of redemption, homestead, dower, curtesy or other state or federal exemption, all of which are expressly waived by Grantor, after compliance with applicable North Carolina laws relating to foreclosure sales under power of sale; and Trustee shall execute and deliver to the purchaser a Trustee’s deed conveying the Mortgaged Property