AGREEMENT

                                                                 EXHIBIT 10(xvi)


                             XXXXXXX XXXXXXX & CO.

                                   AGREEMENT

The following is a summary of an agreement (herein known as "The Agreement")
between International Cosmetics Marketing Company (herein known as "The
Company"), and, Xxxxxxx Xxxxxxx and Elan Sassoon (herein known as "The
Sassoons").

It is agreed that:

         a)       A total of Three million stock options of The Company
                  currently held by The Sassoons and/or Capitol Distribution
                  will be cancelled and returned to the treasury of the Company;

         b)       The Sassoons will provide The Company with a breakdown of
                  these stock options as to the amount that will be cancelled by
                  each of The Sassoons and/or Capitol Distribution;

         c)       The Sassoons will settle the lawsuit within 15 business days
                  of Xxxxxxx Xxxxxxxx v The Sassoons et al and warrant that The
                  Company will not incur further legal expense or liability of
                  any nature as it relates to the Xxxxxxx Xxxxxxxx lawsuit;

         d)       The Company will cancel the current debt of The Sassoons
                  related to the legal expenses of this lawsuit;

         e)       In the event that the aforementioned lawsuit is not settled
                  past that date of The Agreement, and/or if The Company incurs
                  further legal expense or liability of any nature related to
                  this lawsuit, The Company will forever withhold Royalty
                  payments to The Sassoons in an amount equal to the legal
                  expenses or the cost of such liability;

         f)       The Company will cancel the Indemnification Agreement
                  currently in place as it relates to The Sassoons and Xxxxxxx
                  Xxxxxxx International;

         g)       The shareholders of the Company will elect Xxxxxxx Xxxxxxx to
                  its Board of Directors;

         h)       Proper documents reflecting The Agreement will be prepared by
                  The Company, and;

         i)       The Agreement will act as an amendment to the original
                  agreement between The Sassoons and The Company, with all other
                  aspects of the original agreement remaining unchanged.

Signed and witnessed February 4, 2002:

/s/ Xxxxxxx Xxxxxxx                                       /s/ (illegible)
-------------------------                                 -----------------
Xxxxxxx Xxxxxxx                                              Witness


/s/ Elan Sassoon                                          /s/ (illegible)
-------------------------                                 -----------------
Elan Sassoon                                                 Witness


/s/ (illegible)                                           /s/ Xxxxx Xxxxxx
-------------------------                                 -----------------
On Behalf of the Company                                     Witness