NINTH AMENDMENT TO LICENSE AGREEMENT AND GUARANTEE

                               NINTH AMENDMENT TO
                         LICENSE AGREEMENT AND GUARANTEE


                  Ninth Amendment to License  Agreement and Guarantee made as of
the 10th day of January,  1996, by and between  XXXXXXX  XXXXXXXXXXX,  c/o Xxxxx
Xxxxxxx/Xxxxxxx  Xxxxxxx Associates,  000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxx Xxxx,
Xxx Xxxx 00000 (hereinafter "Baryshnikov"),  XXXXXXX XXXXXX FRAGRANCES, INC., 00
Xxxxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxx 00000 (hereinafter "Licensee" or "RBF")
and  XXXXXXX  XXXXXX  of  0  Xxxxx  Xxxxx  Xxxx,  Xxxxxxxx,   Xxxxxxxxxxx  00000
("Barrie").

                              W I T N E S S E T H:

                  WHEREAS,  the  parties  hereto  have  entered  into a  license
agreement dated June, 1987 (sic)  ("Original  License  Agreement") as amended by
Amendments to License  Agreement  and  Guarantee  dated January 23, 1989 ("First
Amendment"),  February  28, 1989  ("Second  Amendment"),  June 21, 1989  ("Third
Amendment"),   May  1,  1990  ("Fourth   Amendment"),   July  16,  1991  ("Fifth
Amendment"),  February 14, 1992 ("Sixth  Amendment"),  March 31, 1993  ("Seventh
Amendment")  and March 15, 1995  ("Eighth  Amendment")  (collectively,  "License
Agreement"), and

                  WHEREAS, the parties desire to further amend the
License Agreement; and

                  WHEREAS, pursuant to the schedule set forth in the
Eighth Amendment, Licensee was required to achieve Minimum





Net Sales of Articles of $7,250,000 in calendar year 1995 and Licensee  achieved
actual Net Sales of Articles of a lesser amount; and

                  WHEREAS,  Licensee desires that Baryshnikov  waive the Minimum
Net Sales of Articles  requirement  for calendar  year 1995 and  Baryshnikov  is
willing to grant such a waiver.

                  NOW, THEREFORE, it is hereby agreed as follows:

                  1.       Waiver.  Baryshnikov hereby waives any right
to terminate the License Agreement on the basis of Licensee's failure to achieve
Minimum Net Sales of Articles of $7,250,000 in calendar year 1995.

                  2.       Full Force and Effect.  It is hereby agreed
that the License Agreement, except as specifically modified
herein, remains in all respects in full force and effect.

                  IN WITNESS  WHEREOF,  the undersigned have executed this Ninth
Amendment as of the date first written above.


                                            XXXXXXX XXXXXX FRAGRANCES, INC.


                                            By:________________________________
                                               Xxxxxxx Xxxxxx, President


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                                                   Xxxxxxx Xxxxxxxxxxx


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                                                   Xxxxxxx Xxxxxx



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