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February 20, 2004


Fidelity Management & Research Co.
c/o Fidelity Investments
82 Devonshire Street E31C
Boston, Massachusetts  02109
Attention: Nate Van Duzer
Assistant General Counsel
Facsimile: (617) 476-5174
email: Nate.VanDuzer@FMR.COM

Ladies and Gentlemen:

         Reference is made to that certain exchange support agreement dated as
of February 11, 2004 ("Support Agreement") by and between Revlon, Inc. and
Fidelity Management & Research Co. Capitalized terms used herein and not defined
shall have the meaning ascribed to such terms in the Support Agreement.

         Exhibit A of the Support Agreement is hereby amended by deleting it in
its entirety and substituting the attached Exhibit A in lieu thereof. As
modified hereby, the Support Agreement and its terms and conditions are hereby
ratified and confirmed for all purposes and in all respects.


                                   Very truly yours,

                                   REVLON, INC.


                                   By: /s/ Robert K. Kretzman
                                      ------------------------------
                                   Name:  Robert K. Kretzman
                                   Title: Executive Vice President, General
                                          Counsel and Chief Legal Officer

                                   ACKNOWLEDGED AND AGREED:

                                   Fidelity Management & Research Co.

                                   /s/ Thomas Soviero
                                   -----------------------------------
                                   Authorized Signature

                                   Thomas Soviero, Portfolio Manager
                                   -----------------------------------
                                   (Type or Print Name and Title of
                                   Authorized Signatory)

                                   ACKNOWLEDGED AND AGREED:

                                   Mafco Holdings Inc.

                                   /s/ Barry F. Schwartz
                                   -----------------------------------
                                   Authorized Signature

                                   Barry F. Schwartz, Executive Vice President
                                   and General Counsel
                                   -----------------------------------
                                   (Type or Print Name and Title of
                                   Authorized Signatory)




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                                                                       EXHIBIT A


                                    TERMS OF
                         EXCHANGE OFFER FOR ANY AND ALL


I.     EXCHANGE OFFER        Revlon, Inc. ("Revlon") agrees, in reliance on the
                             exemption from the registration requirements of the
                             Securities Act of 1933, as amended (the "Securities
                             Act"), provided by Section 3(a)(9) thereof, to
                             conduct an exchange offer (the "Exchange Offer"),
                             pursuant to which Revlon will offer holders of
                             certain series of notes issued by its wholly owned
                             subsidiary, Revlon Consumer Products Corporation
                             ("Products Corporation"), and guaranteed by Revlon,
                             the option to receive (i) shares of Class A common
                             stock of Revlon, par value $0.01 per share ("Revlon
                             Class A common stock"), or (ii) cash, subject to
                             proration as described below, in exchange for their
                             notes and guaranties.

                             As described below, Fidelity and M&F (as such terms
                             are defined below) agree to exchange notes and
                             guaranties thereof and, in the case of M&F, certain
                             other debt obligations of Products Corporation and
                             preferred stock of Revlon for shares of Revlon
                             Class A common stock.

       EXCHANGE OFFER
       CONSIDERATION         For each $1,000 principal amount of notes tendered
                             in the Exchange Offer, holders of Products
                             Corporation's 8 1/8% Senior Notes due 2006 (the "8
                             1/8% Senior Notes") and 9% Senior Notes due 2006
                             (the "9% Senior Notes") (together, the "Senior
                             Notes") may elect to receive:

                                  o   400 shares of Revlon Class A common stock;
                                      or

                                  o   $830, in the case of the 8 1/8% Senior
                                      Notes, in cash; or

                                  o   $800, in the case of the 9% Senior Notes,
                                      in cash;

                                  o   plus, in each case, accrued and unpaid
                                      interest, which will be paid in Revlon
                                      Class A common stock or cash at the option
                                      of the holder


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                                      (without regard to whether such holder has
                                      elected to receive Revlon Class A common
                                      stock or cash in exchange for its Notes).

                             For each $1,000 principal amount of notes tendered
                             in the Exchange Offer, holders of Products
                             Corporation's 8 5/8% Senior Subordinated Notes due
                             2008 (the "Subordinated Notes" and, together with
                             the Senior Notes, the "Notes") may elect to
                             receive:

                                  o   300 shares of Revlon Class A common stock;
                                      or

                                  o   $620 in cash;

                                  o   plus, in each case, accrued and unpaid
                                      interest, which will be paid in Revlon
                                      Class A common stock or cash at the option
                                      of the holder (without regard to whether
                                      such holder has elected to receive Revlon
                                      Class A common stock or cash in exchange
                                      for its Notes).

                             Notwithstanding the foregoing, Fidelity, with
                             respect to the Initial Fidelity Notes (as such term
                             is defined below), and M&F agree to receive Revlon
                             Class A common stock in exchange for the principal
                             amount of Notes tendered and M&F agrees to receive
                             Revlon Class A common stock with respect to accrued
                             and unpaid interest, in each case as described
                             below in the section entitled "Support Agreements."

       PRORATION             The maximum aggregate principal amount of Notes
                             that may be tendered for cash (the "Cash Exchange
                             Amount") in the Exchange Offer will be limited to
                             $150 million, which amount will be reduced by the
                             aggregate principal amount of Additional Tendered
                             Notes (as such term is defined below) tendered and
                             exchanged for Revlon Class A common stock. In the
                             event that holders of Notes with an aggregate
                             principal amount in excess of the Cash Exchange
                             Amount elect to receive cash, the cash
                             consideration will be apportioned pro rata first,
                             among the tendering holders of Subordinated Notes
                             that elected to receive cash consideration and
                             then, to the extent that any portion of the Cash
                             Exchange Amount has not been allocated, pro rata
                             among the tendering holders of Senior Notes


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                             that elected to receive cash consideration.

                             Holders that have elected to receive cash
                             consideration may further elect, in the event that
                             they are subject to proration, to have the portion
                             of their tendered Notes for which they will not
                             receive cash returned to them. If they do not make
                             such election, holders will receive Revlon Class A
                             common stock for the portion of their tendered
                             Notes for which they will not receive cash.

       WITHDRAWAL RIGHTS     None.

       SUPPORT AGREEMENTS    Fidelity Management & Research Co. and its
                             affiliates and consolidated funds, (collectively,
                             "Fidelity") hold $155.06 million aggregate
                             principal amount of Notes (the "Initial Fidelity
                             Notes"). Fidelity will enter into a Support
                             Agreement with Revlon, whereby it will agree to
                             exchange the Initial Fidelity Notes in the Exchange
                             Offer, for shares of Revlon Class A common stock.
                             Fidelity may elect to receive either cash or Revlon
                             Class A common stock in exchange for accrued and
                             unpaid interest (at the applicable rate) on such
                             tendered Notes.

                             As a condition to its exchange of the Initial
                             Fidelity Notes in the Exchange Offer, two directors
                             nominated by Fidelity (each, a "Fidelity Appointee"
                             and, together, the "Fidelity Appointees") shall
                             have been appointed to, and shall be serving as
                             members of, Revlon's Board of Directors, one of
                             whom shall have been appointed as a member to each
                             standing committee of Revlon's Board of Directors,
                             subject to satisfaction of applicable listing
                             standards and other applicable laws, rules and
                             regulations.

                             From the date hereof, Revlon shall not enter into
                             any material transactions pending the appointment
                             of the Fidelity Appointees as set forth above.

                             Mafco Holdings Inc. and its affiliates other than
                             Revlon or any of its subsidiaries (collectively,
                             "M&F") hold $285.77 million aggregate principal
                             amount of Notes (the "Initial M&F Notes" and,
                             together with the Initial Fidelity Notes, the
                             "Initial Notes"). M&F will enter into a Support
                             Agreement with Revlon, whereby it will agree to
                             exchange in the Exchange Offer the Initial M&F
                             Notes, together with any additional Notes acquired
                             by it from the date of the Support Agreement
                             through the closing of the Exchange Offer, in
                             exchange for shares of Revlon Class A common stock,
                             including with respect to accrued and unpaid
                             interest (at the applicable rate) on such tendered
                             Notes.

                             In addition, pursuant to the Support Agreement, M&F
                             will agree to exchange (x) any and all amounts
                             outstanding (including accrued and unpaid interest
                             thereon at the applicable rate), as of the date of
                             the closing of the Exchange Offer, under each of
                             (i) the $100 Million Senior Unsecured Multiple-Draw
                             Term Loan Agreement, dated as of February 5, 2003,
                             between Products Corporation and M&F, as amended,


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                             (ii) the $65 Million Senior Unsecured Supplemental
                             Line of Credit Agreement, dated as of February 5,
                             2003, between Products Corporation and M&F, as
                             amended (the "M&F $65 Million Line of Credit"), and
                             (iii) the $125 Million 2004 Senior Unsecured
                             Multiple-Draw Term Loan Agreement, dated as of
                             January 28, 2004, between Products Corporation and
                             M&F (the "M&F $125 Million Loan"), each at an
                             exchange ratio of 400 shares of Revlon Class A
                             common stock for each $1,000 of indebtedness
                             outstanding thereunder, and (y) an aggregate of
                             $24.1 million outstanding under certain
                             non-interest bearing subordinated promissory notes
                             payable by Products Corporation, at an exchange
                             ratio of 300 shares of Revlon Class A common stock
                             for each $1,000 of indebtedness outstanding
                             thereunder. This exchange will be consummated
                             simultaneously with the Exchange Offer.

                             In addition, pursuant to the Support Agreement, M&F
                             will agree to (i) exchange all 546 outstanding
                             shares of Series A preferred stock of Revlon, par
                             value $0.01 per share, having an aggregate
                             liquidation preference of $54.6 million, for shares
                             of Revlon Class A common stock at an exchange ratio
                             of 160 shares of Revlon Class A common stock for
                             each $1,000 of liquidation preference outstanding,
                             and (ii) convert all 4,333 outstanding shares of
                             Series B convertible preferred stock of Revlon, par
                             value $0.01 per share, into 433,333 shares of
                             Revlon Class A common stock in accordance with the
                             terms of the certificate of designations for such
                             Series B convertible preferred stock. This exchange
                             and conversion will be consummated simultaneously
                             with the Exchange Offer.

                             In addition, pursuant to the Support Agreement, M&F
                             will vote in favor of, or consent to, the issuance
                             of shares of Revlon Class A common stock in the
                             Exchange Offer and pursuant to the Support
                             Agreements with Fidelity and M&F and the other
                             transactions contemplated by this term sheet and
                             will agree to take all actions reasonably necessary
                             to facilitate or otherwise support the Exchange
                             Offer and the transactions contemplated by this
                             term sheet.


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       MACANDREWS &
       FORBES EQUITY
       CONTRIBUTION          Promptly following the expiration of the Exchange
                             Offer, M&F agrees to subscribe for additional
                             shares of Revlon Class A common stock at a purchase
                             price of $2.50 per share in an aggregate
                             subscription amount equal to the sum of (x) $150
                             million less the aggregate principal amount of the
                             Additional Tendered Notes (the "M&F Equity
                             Contribution", which amount shall not be less than
                             zero) plus (y) the amount, if any, of cash to be
                             paid by Revlon in exchange for Notes tendered in
                             the Exchange Offer, excluding cash to be paid with
                             respect to accrued interest at the applicable rate
                             (the "M&F Stock Subscription").

                             The "Additional Tendered Notes" are those Notes
                             validly tendered by any party and accepted by
                             Revlon in the Exchange Offer in excess of the
                             aggregate principal amount of the Initial Notes.

           USE OF PROCEEDS   The net cash proceeds received by Revlon as the M&F
                             Equity Contribution, if any, will be contributed to
                             Products Corporation. Revlon will cause Products
                             Corporation to use any such amounts to reduce
                             outstanding indebtedness, other than revolving
                             indebtedness unless there is a corresponding
                             commitment reduction.

                             Any cash received by Revlon as the M&F Stock
                             Subscription will be used for the cash
                             consideration in the Exchange Offer.

II.    PUBLIC RIGHTS
       OFFERING              As soon as reasonably practicable after the
                             consummation of the Exchange Offer, Revlon agrees
                             to consummate a rights offering (the "Public Rights
                             Offering") pursuant to which Revlon will
                             distribute, on a pro rata basis and at no charge,
                             non-transferable rights (the "Public Rights") to
                             each holder of record, as of a date prior to the
                             expiration of the Exchange Offer, of Revlon Class A
                             common stock and the Class B common stock of
                             Revlon, par value $0.01 per share ("Revlon Class B
                             common stock" and, together with the Revlon Class A
                             common stock, the "Common Stock"), to purchase its
                             pro rata number of shares ("Public Rights Shares")
                             of Revlon Class A common stock (the "Public Basic
                             Subscription Privilege") at a price per Public
                             Rights Share equal to $2.50 (the "Public
                             Subscription Price"), such that the aggregate


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                             number of Public Rights Shares to be offered in the
                             Public Rights Offering multiplied by the Public
                             Subscription Price will equal the Public Offering
                             Amount. The "Public Offering Amount" shall be equal
                             to (A) the sum of (i) the M&F Equity Contribution,
                             if any, and (ii) the M&F Stock Subscription,
                             divided by (B) the M&F Ownership Percentage.

                             The "M&F Ownership Percentage" means the percentage
                             of Common Stock owned by M&F on the record date of
                             the Public Rights Offering.

                             Although M&F will receive Public Rights, it will
                             agree in its Support Agreement not to exercise such
                             Public Rights.

                             Each holder of Public Rights who exercises in full
                             its Public Basic Subscription Privilege will be
                             entitled, on a pro rata basis, to subscribe for
                             additional Public Rights Shares at the Public
                             Subscription Price, to the extent that other
                             holders of Public Rights do not exercise all of
                             their Public Rights in the Public Basic
                             Subscription Privilege; provided that such
                             oversubscription privilege will be limited, in the
                             aggregate, to those Public Rights Shares underlying
                             the Public Rights of holders other than M&F.

       USE OF PROCEEDS       The net cash proceeds received by Revlon as payment
                             for the Public Subscription Price in the Public
                             Rights Offering will be contributed to Products
                             Corporation. Revlon will cause Products Corporation
                             to use any such amounts to reduce outstanding
                             indebtedness, other than revolving indebtedness
                             unless there is a corresponding commitment
                             reduction.

III.   SECOND RIGHTS
       OFFERING              On or prior to December 31, 2004, Revlon agrees to
                             have closed an additional rights offering (the
                             "Rights Offering") pursuant to which Revlon will
                             distribute, on a pro rata basis and at no charge,
                             rights (the "Rights") to each holder of record of
                             the Common Stock, to purchase its pro rata number
                             of shares ("Rights Shares") of Revlon Class A
                             common stock (the "Basic Subscription Privilege")
                             at a price per Rights Share to be determined by the
                             Board of Directors of Revlon at the time of the
                             Rights Offering (the "Subscription Price"), such
                             that the aggregate


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                             number of Rights Shares to be offered in the Rights
                             Offering multiplied by the Subscription Price will
                             equal the Aggregate Offering Amount. The "Aggregate
                             Offering Amount" shall be equal to the positive
                             excess, if any, of $200 million over the sum of (i)
                             the aggregate principal amount of the Additional
                             Tendered Notes, (ii) the M&F Equity Contribution,
                             if any, and (iii) the aggregate proceeds of the
                             Public Rights Offering (such excess, if any, being
                             the "Aggregate Back-Stop Amount").

                             Each of M&F and Fidelity may exercise their Basic
                             Subscription Privilege and their Over-Subscription
                             Privilege.

                             Each holder of Rights who exercises in full its
                             Basic Subscription Privilege will be entitled, on a
                             pro rata basis, to subscribe for additional Rights
                             Shares at the Subscription Price (the
                             "Over-Subscription Privilege"), to the extent that
                             other holders of Rights do not exercise all of
                             their Rights in the Basic Subscription Privilege.

       MACANDREWS & FORBES
       BACK-STOP             In the event the Rights Offering is not fully
                             subscribed, M&F shall, on or prior to December 31,
                             2004, on the same terms as the Rights Offering,
                             purchase all of the Back-Stop Shares (as such term
                             is defined below).

                             "Back-Stop Shares" shall mean such number of shares
                             of Revlon Class A common stock as equals all of the
                             Rights Shares that are not otherwise subscribed and
                             paid for by the holders of Rights under either
                             their Basic Subscription Privilege or their
                             Over-Subscription Privilege, provided, however,
                             that the maximum number of Back-Stop Shares shall
                             not exceed:

                                  o  (x) the Aggregate Back-Stop Amount

                                  o  divided by (y) the Subscription Price.


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       USE OF PROCEEDS       The net cash proceeds received by Revlon as payment
                             for the Subscription Price in the Rights Offering
                             will be contributed to Products Corporation. Revlon
                             will cause Products Corporation to use any such
                             amounts to reduce outstanding indebtedness, other
                             than revolving indebtedness unless there is a
                             corresponding commitment reduction.

IV.    ADDITIONAL EQUITY
       OFFERINGS             To the extent that the sum of (i) the aggregate
                             principal amount of the Additional Tendered Notes,
                             (ii) the M&F Equity Contribution, if any, (iii) the
                             aggregate proceeds of the Public Rights Offering,
                             (iv) the aggregate proceeds of the Rights Offering
                             (including the Aggregate Back-Stop Amount) and (v)
                             the aggregate proceeds of any other equity
                             offering(s) consummated after the Exchange Offer
                             and used by Products Corporation to reduce
                             outstanding indebtedness, other than revolving
                             indebtedness unless there is a corresponding
                             commitment reduction, is less than $300 million
                             (such shortfall, if any, the "Aggregate Additional
                             Offering Amount"), Revlon will agree to consummate,
                             on or prior to March 31, 2006, one or more
                             offerings (which may be rights offerings and/or
                             issuances of Revlon Class A common stock in a
                             public offering or private placement or other
                             exempt transactions either for cash or in exchange
                             for outstanding indebtedness of Products
                             Corporation) in order to reduce the outstanding
                             indebtedness of Products Corporation, other than
                             revolving indebtedness unless there is a
                             corresponding commitment reduction, by the
                             Aggregate Additional Offering Amount (the
                             "Additional Offerings").

                             The offering price and terms of any Additional
                             Offerings shall be determined by the Board of
                             Directors of Revlon at the time of the Additional
                             Offerings.

                             In the event that by March 31, 2006 the proceeds
                             (or aggregate principal amount of notes tendered in
                             any exchange) of the Additional Offerings are less
                             than the Aggregate Additional Offering Amount, M&F
                             will agree to purchase shares (the "Aggregate
                             Additional Back-Stop Amount") of Revlon Class A
                             common stock for an amount of cash such that
                             Products Corporation reduces indebtedness, other
                             than


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                             revolving indebtedness unless there is a
                             corresponding commitment reduction, in an aggregate
                             principal amount equal to the Aggregate Additional
                             Offering Amount.

                             M&F may satisfy its obligations by making an
                             investment in Revlon Class A common stock in an
                             amount equal to the Aggregate Additional Back-Stop
                             Amount pursuant to any transaction approved by
                             Revlon's Board of Directors, which may include a
                             rights offering.

       USE OF PROCEEDS       The net cash proceeds received by Revlon in the
                             Additional Offerings (including the Aggregate
                             Additional Back-Stop Amount) will be contributed to
                             Products Corporation. Revlon will cause Products
                             Corporation to use any such amounts to reduce
                             outstanding indebtedness, other than revolving
                             indebtedness unless there is a corresponding
                             commitment reduction.

       AMENDMENTS, WAIVERS   The terms will not be amended or waived without the
                             written consent of each of Fidelity, M&F and
                             Revlon.

V.     CORPORATE GOVERNANCE  Revlon and Fidelity shall enter into a
                             shareholders agreement pursuant to which the
                             parties will agree that:

                                  o   Revlon will maintain a majority of
                                      Independent Directors on its Board of
                                      Directors. "Independent Directors" shall
                                      be those directors who satisfy the
                                      "independence" criteria set forth in the
                                      New York Stock Exchange ("NYSE") listing
                                      rules; provided, however, that any
                                      Fidelity Appointees shall be deemed to be
                                      Independent Directors for purposes of the
                                      shareholders agreement;



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                                  o   Revlon shall establish within 30 days
                                      after the consummation of the Exchange
                                      Offer and maintain a Nominating and
                                      Corporate Governance Committee of the
                                      Board of Directors;

                                  o   Revlon shall not conduct any business or
                                      enter into any transaction or series of
                                      similar transactions with any affiliate of
                                      Revlon (other than Revlon's subsidiaries)
                                      or a legal or beneficial owner of 10% or
                                      more of the voting power of the voting
                                      stock of Revlon or an affiliate of such
                                      owner (other than any transaction (i)
                                      contemplated herein or pursuant to
                                      agreements or arrangements entered into
                                      prior to the date hereof and disclosed to
                                      Fidelity or (ii) specifically permitted by
                                      the indentures pursuant to which the Notes
                                      were issued) unless: (a) with respect to a
                                      transaction or series of related
                                      transactions, other than the purchase or
                                      sale of inventory in the ordinary course
                                      of business, involving aggregate payments
                                      or other consideration in excess of $5.0
                                      million, such transaction or series of
                                      related transactions has been approved by
                                      all the Independent Directors of the Board
                                      of Directors of Revlon, and (b) with
                                      respect to a transaction or series of
                                      related transactions, other than the
                                      purchase or sale of inventory in the
                                      ordinary course of business, involving
                                      aggregate payments or other consideration
                                      in


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                                      excess of $20.0 million, such transaction
                                      or series of related transactions has been
                                      determined, in the written opinion of a
                                      nationally recognized, investment banking
                                      firm, to be fair, from a financial point
                                      of view, to Revlon.

                             The shareholders agreement shall terminate at such
                             time as Fidelity ceases to hold at least 5% of the
                             outstanding voting stock of Revlon.

                             Without the consent of Fidelity, Revlon, Inc. will
                             not permit Products Corporation to have outstanding
                             aggregate borrowings under the M&F $125 Million
                             Loan and the M&F $65 Million Line of Credit at any
                             time in excess of (i) $190 million minus (ii) the
                             principal amount of borrowings under the M&F $125
                             Million Loan and the M&F $65 Million Line of Credit
                             exchanged for Revlon Class A common stock in the
                             Exchange Offer minus (iii) the original commitment
                             amount of the Additional Credit Facility.

VI.    ADDITIONAL CREDIT
       FACILITY              UBS or a lender under Products Corporation's bank
                             credit agreement shall provide $65 million of
                             additional liquidity to Products Corporation by
                             becoming part of Products Corporation's bank credit
                             agreement or increasing such lender's commitment
                             thereunder, as the case may be.

VII.   PRESS RELEASE         The text of any press release describing the
                             Exchange Offers or other transactions contemplated
                             by this Term Sheet shall be reasonably satisfactory
                             to Fidelity, except as required by applicable law.


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