W I T N E S S E T H:

                                  AGREEMENT


                This Agreement dated effective August 31, 1995, by and
between TRISTAR CORPORATION, a Delaware corporation (formerly ▇▇▇▇ Cosmetics
Distribution Centers, Inc.) ("Tristar"), Eurostar Perfumes, Inc., a Texas
corporation ("Eurostar"), and S&J Perfume Co., Ltd., a corporation organized
under the laws of the United Kingdom ("S&J").

                            W I T N E S S E T H:

                WHEREAS, Tristar, Eurostar and S&J (or their respective
predecessor corporations, as applicable) entered into a Distribution
Agreement (the "Distribution Agreement") dated October 23, 1992; and

                WHEREAS, the parties hereto desire to terminate the
Distribution Agreement;

                NOW, THEREFORE, Tristar, Eurostar and S&J mutually agree to
terminate the Distribution Agreement in all respects.

                IN WITNESS WHEREOF, the parties have caused this Agreement
to be duly executed as of the date and year first above written.

                                 TRISTAR CORPORATION
                                 (formerly ▇▇▇▇ Cosmetics Distribution
                                 Centers, Inc.)

                                 By:     /s/ ▇▇▇▇▇ ▇▇▇▇▇
                                         _______________
                                 Name:   ▇▇▇▇▇ ▇▇▇▇▇
                                 Title:  President


                                 EUROSTAR PERFUMES, INC.

                                 By:     /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
                                         __________________
                                 Name:   ▇▇▇▇ ▇. ▇▇▇▇▇▇
                                 Title:  Vice President


                                 S&J PERFUME CO., LTD.

                                 By:     /s/ ▇▇▇ ▇▇▇▇▇
                                         ______________
                                 Name:   ▇▇▇ ▇▇▇▇▇
                                         Title:   Managing Director