Exhibit
4.32

FOURTH AMENDMENT

FOURTH AMENDMENT, dated as of
February 18, 2004 (this
"Amendment"), to and under the
Second Amended and Restated Credit Agreement, dated as of November 30,
2001 (as heretofore amended, supplemented or otherwise modified, the
"Credit Agreement"), among Revlon
Consumer Products Corporation, a Delaware corporation (the
"Company"), the Local Borrowing
Subsidiaries from time to time parties thereto (together with the
Company, the "Borrowers"), the
financial institutions from time to time parties thereto (the
"Lenders"), Citibank, N.A., as
documentation agent, J.P. Morgan Securities Inc., as arranger, and
JPMorgan Chase Bank, as administrative agent (in such capacity, the
"Administrative Agent").

W I
T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the
Lenders have agreed to make, and have made, certain loans and other
extensions of credit to the Borrowers;

WHEREAS, the Lenders have
agreed to permit an incremental term loan to the Company in an
aggregate principal amount equal to $64,400,000;

WHEREAS,
Revlon, Inc. ("Revlon") has agreed
to conduct an exchange of indebtedness of the Company for cash or
common stock of Revlon (the "Proposed
Exchange");

WHEREAS, MacAndrews & Forbes
Holdings Inc., a Delaware corporation
("M&FH"), has extended financing
to the Company in the form of a (i) $100,000,000 senior unsecured
multiple-draw term loan (the "M&FH Multiple-Draw
Term Loan"), (ii) $65,000,000 supplemental line of
credit (the "M&FH Supplemental Line of
Credit") and (iii) $125,000,000 senior unsecured
multiple-draw term loan facility (the "New M&FH
Multiple-Draw Term Loan");

WHEREAS, in
connection with the Proposed Exchange, the commitments under the
M&FH Multiple-Draw Term Loan, the M&FH Supplemental Line of
Credit and the New M&FH Multiple-Draw Term Loan will be reduced to
their respective undrawn amounts; and

WHEREAS, the Lenders are
willing to agree to the requested amendments on the terms and
conditions contained herein;

NOW THEREFORE, in consideration of
the premises and mutual covenants contained herein, the parties hereto
hereby agree as follows:

Section 1.     Defined
Terms. Unless otherwise defined herein, capitalized terms used
herein which are defined in the Credit Agreement are used herein as
therein defined. Unless otherwise identified herein, Section and
subsection references refer to Sections and subsections of the Credit
Agreement.

Section 2.     Amendments to Subsection
1.1 (Defined Terms). Subsection 1.1 of the Credit Agreement is
hereby amended by:

(a)     deleting therefrom the
defined terms for "Aggregate Commitment",
"Exchange", "Leverage
Ratio", "Loan",
"M&FH Supplemental Line of Credit
Agreement", "Syndicated Loan"
and "Term Loan Note" in their entireties and
substituting in lieu thereof the following new definitions:








"Aggregate
Commitment" shall mean, at any date, the sum of (a)
on the Closing Date, the Aggregate Term Loan Commitment then in effect
and, at any time after the Closing Date, the aggregate principal amount
of the Term Loans and the Term A Loans then outstanding and (b) the
Aggregate Multi-Currency Commitment then in effect (or, if no Aggregate
Multi-Currency Commitment is then in effect, the Aggregate Outstanding
Multi-Currency Extensions of Credit then outstanding);

"Exchange"
shall mean, collectively, (a) the exchange of no less than (i)
$438,000,000 in aggregate outstanding principal amount of the
Company's 8 1/8% Senior Notes due 2006, 9% Senior
Notes due 2006 and 8 5/8% Senior Subordinated Notes due 2008,
(ii) the aggregate outstanding principal amount under the M&FH
Multiple-Draw Term Loan, New M&FH Multiple-Draw Term Loan and
M&FH Supplemental Line of Credit Agreement on the Exchange Date
(iii) $24,000,000 in aggregate outstanding principal amount under
certain non-interest bearing subordinated promissory notes payable to
the Company, for shares of Class A common stock of Revlon or cash and
(b) the contribution by M&FH of up to $150,000,000 in cash to
Revlon in exchange for shares of Class A common stock of Revlon (but in
no case shall the aggregate of the amounts described in clauses (a) and
(b) be less than $750,000,000), in each case on substantially the terms
contained and substantially pursuant to the agreements described in the
term sheet attached as Exhibit I to the Fourth Amendment;

"Leverage
Ratio" shall mean, at any date, the amount equal to
the ratio of (a) the Aggregate Actual Outstanding Multi-Currency
Extensions of Credit plus the outstanding Term Loans and Term A Loans
of the Company and its Subsidiaries on a consolidated basis at such
date to (b) EBITDA of the Company and its Subsidiaries for the period
of four consecutive fiscal quarters ended on the last day of the most
recent fiscal quarter for which the Administrative Agent has received
the financial statements required to be delivered pursuant to
subsection 10.1(a) or (c), as the case may be, and the compliance
certificate required pursuant to subsection 10.2(b) with respect to
such financial statements (such period of four fiscal quarters, the
"calculation period"); provided, however,
that, for purposes of the above calculation, the amount outstanding on
account of Multi-Currency Loans shall be deemed to be the amount equal
to the lesser of (x) the aggregate principal amount of Multi-Currency
Loans outstanding on the last day of the calculation period and (y) the
average daily principal amount of Multi-Currency Loans outstanding
during the calculation period;

"Loan" shall
mean a Term Loan, a Term A Loan, a Revolving Credit Loan, a Swing Line
Loan, a Local Loan or an Acceptance, as the context shall require;
collectively, the "Loans";

"M&FH Supplemental Line of
Credit Agreement" shall mean the Senior Unsecured
Supplemental Line of Credit Agreement, dated as of February 5, 2003,
between the Company and M&FH, as the same may be amended,
supplemented or otherwise modified from time to time to the extent
permitted by subsection 11.9, including the required reduction in the
commitment thereunder on the Exchange Date so that the commitment
thereunder shall then equal the undrawn amount thereof at the Exchange
Date;

"Syndicated
Loan" shall mean a Term Loan, the Term A Loan, a
Revolving Credit Loan or a Swing Line Loan, as the context shall
require; collectively, the "Syndicated
Loans";

"Term Loan
Note" shall mean a promissory note of the Company,
substantially in the form of Exhibit A with appropriate insertions as
to date and principal, payable to a Term Loan Lender or a Term A Loan
Lender, as the case may be;".








(b)     adding the following new
definitions in the appropriate alphabetical order:

"Exchange Date"
shall mean the date of the consummation of the Exchange.

"Fidelity Support
Agreement" shall mean the Exchange Support Letter
Agreement dated February 11, 2004 between Fidelity Management &
Research Co. and Revlon, as amended, supplemented and otherwise
modified from time to time;

"Fourth
Amendment" shall mean the Fourth Amendment, dated as
of February 18, 2004, to and under this Agreement;

"Fourth Amendment Effective
Date" shall mean the Fourth Amendment Effective Date
as defined in the Fourth Amendment;

"Mafco Support
Agreement" shall have the meaning assigned to such
term in the term sheet attached as Exhibit I to the Fourth
Amendment;

"New Lender
Supplement" shall mean a supplement substantially in
the form of Exhibit X.

"Public Rights
Offerings" shall mean , collectively, the
"Public Rights Offering" and the
"Rights Offering", as each such term is
defined in the term sheet attached as Exhibit I to the Fourth
Amendment;

"Term A
Loan" shall have the meaning assigned to such term in
subsection 2A.1;

"Term A Loan
Activation Notice" shall mean a notice substantially
in the form of Exhibit W.

"Term A Loan Borrowing
Date" shall have the meaning assigned to such term in
subsection  2A.1;

"Term
A Loan Commitment" of any Term A Loan Lender, shall
mean the obligation of such Term A Loan Lender to make Term A Loans to
the Company pursuant to the Term A Loan Activation Notice;
collectively, as to all such Term A Loan Lenders, the
"Term A Loan Commitments";

"Term A Loan
Lender" shall have the meaning assigned to such term
in subsection 2A.1;".

Section
3.     Amendment to Section 2 (Amounts and Terms of Term
Loan Commitment). Section  2 of the Credit Agreement is
hereby amended by adding the following new Section 2A immediately after
Section 2 thereof:

"SECTION 2A. AMOUNT AND TERMS OF
TERM A LOAN COMMITMENT

2A.1    Term A
Loan Commitments. So long as no Event of Default shall be in
existence, the Company and any one or more Lenders or additional banks,
financial institutions or other entities which become Lenders pursuant
to this subsection 2A.1 (individually, a "Term A Loan
Lender" and collectively, the "Term
A Loan Lenders"), may from time to time agree that
such Term A Loan Lenders shall each make a term loan in Dollars (each,
a "Term A
Loan";








collectively, the
"Term A Loans") to the Company by
executing and delivering to the Administrative Agent a Term A Loan
Activation Notice specifying (i)  the amount of such Term A Loan
and (ii) the date on which such Term A Loan shall be made (the
"Term A Loan Borrowing Date"). The
aggregate amount of borrowings of the Term A Loans shall not exceed
$64,400,000, which borrowings shall all be made on the Term A Loan
Borrowing Date. Any additional bank, financial institution or other
entity which, with the consent of the Company and the Administrative
Agent (which consent shall not be unreasonably withheld), elects to
become a "Lender" under this Agreement in
connection with the making of any Term A Loan shall execute a New
Lender Supplement, whereupon such bank, financial institution or other
entity shall become a Lender for all purposes and to the same extent as
if originally a party hereto and shall be bound by and entitled to the
benefits of this Agreement. Subject to the terms and conditions of this
Agreement and the Term A Loan Activation Notice, on the Term A Loan
Borrowing Date each Term A Loan Lender will make available to the
Administrative Agent in immediately available funds at the office of
the Administrative Agent specified in subsection 14.3 (or at such other
location as the Administrative Agent may direct), by 1:00 P.M., New
York City time, an amount equal to such Term A Loan Lender's Term
A Loan Commitment. The proceeds of the Term A Loan received by the
Administrative Agent hereunder on the Term A Loan Borrowing Date shall
promptly be made available to the Company by the Administrative
Agent's crediting the account of the Company designated to the
Administrative Agent with the aggregate amount actually received by the
Administrative Agent from the Term A Loan Lenders and in like funds as
received by the Administrative Agent.

2A.2    Amortization of Term A Loans.
(a) On November 30, 2004, the Company shall repay $650,000 in aggregate
principal amount of the Term A Loan.

(b) The
aggregate principal amount of the Term A Loan then outstanding shall be
paid in full (together with accrued interest and other amounts owing on
account thereof) on the Termination Date.

2A.3    Term Loan Notes. The Company
agrees, that upon the request of any Term A Loan Lender at any time,
the Term A Loan of such Term A Loan Lender shall be evidenced by a Term
Loan Note, payable to the order of such Term A Loan Lender and
representing the obligation of the Company to pay a principal amount
equal to the amount of the Term A Loan Commitment of such Term A Loan
Lender or, if less, the aggregate unpaid principal amount thereof from
time to time outstanding under such Term Loan Note as prescribed in
subsection 7.6. Upon the request to the Administrative Agent by any
Term A Loan Lender at any time, the Company shall execute and deliver
to such Term A Loan Lender two Term Loan Notes, one of which shall
evidence the Eurodollar Loans of such Term A Loan Lender, and the other
of which shall evidence the Alternate Base Rate Loans of such Term A
Loan Lender.

2A.4    Use of Proceeds of
Term A Loans. The proceeds of the Term A Loans hereunder shall be
used by the Company to repay borrowings under the Multi-Currency
Revolving Credit Facility and for general corporate
purposes.".

Section 4.     Amendment to
Subsection 2.2 (Obligations of the Company). Subsection 2.2 of the
Credit Agreement is hereby amended by deleting the first sentence of
paragraph (c) thereof and substituting in lieu thereof the following
new sentence:

"(c) The Company
agrees that, upon the request to the Administrative Agent by any Term
Loan Lender at any time, the Term Loan of such Term Loan Lender shall
be evidenced by a Term Loan Note, payable to the order of such Term
Loan Lender and representing the obligation








of the Company to pay a
principal amount equal to the amount of the Term Loan Commitment of
such Term Loan Lender or, if less, the aggregate unpaid principal
amount of the Term Loan made by such Term Loan Lender, with interest on
the unpaid principal amount thereof from time to time outstanding under
such Term Loan Note as prescribed in subsection 7.6."

Section 5.     Amendments to Subsection 7.2 (Optional
Prepayments). Subsection 7.2 of the Credit Agreement is hereby
amended by:

(a)    adding in paragraph (a) thereof the phrase
"Term A Loans," immediately after the phrase
"Term Loans," wherever it appears therein
except in the last sentence thereof; and

(b)    deleting the
last sentence of paragraph (a) thereof in its entirety and substituting
in lieu thereof the following new sentence:

"Any such optional prepayments of the
Term Loans or Term A Loans shall be applied to the remaining
installments thereof in inverse order of their scheduled maturities (to
be applied ratably first to the payments due under (i) subsection
2.4(b) with respect to the Term Loans and (ii) subsection 2A.2(b), with
respect to the Term A Loans).".

Section
6.     Amendment to Subsection 7.3 (Mandatory
Prepayments). Subsection 7.3 of the Credit Agreement is hereby
amended by deleting paragraph (c) thereof in its entirety and
substituting in lieu thereof the following new paragraph (c):

"(c) The Term Loans and Term A Loans
owing to each Term Loan Lender and Term A Loan Lender, respectively,
shall be repaid to the extent required by subsection 7.5(a);
provided that any Term Loan Lender or Term A Loan Lender, as
the case may be, may elect to waive its rights to any payment owing to
it pursuant to this subsection 7.3(c) and, if any Term Loan Lender or
Term A Loan Lender so elects, the amounts otherwise payable to such
Term Loan Lender or Term A Loan Lender, as the case may be, shall
instead be applied to repay the other Term Loan Lenders and Term A Loan
Lenders on a ratable basis.".

Section
7.     Amendments to Subsection 7.4 (Mandatory Commitment
Reductions). Subsection 7.4 of the Credit Agreement is hereby
amended by:

(a)    adding to clause (i) of paragraph (b)
thereof the following new parenthetical at the end thereof:

"(other than Term A Loans)"; and

(b)    deleting the parenthetical in clause (iii) of paragraph (b)
thereof in its entirety and substituting in lieu thereof the following
new parenthetical:

"(other than (i)
those otherwise described in this subsection 7.4, (ii) a Net Proceeds
Event constituting a disposition of assets listed on Schedule XV of the
Company and (iii) a Net Proceeds Event constituting an Equity Offering
to the extent that Net Proceeds therefrom are required to be used to
repurchase or repay Indebtedness in connection with the Exchange or the
Public Rights Offerings)".

Section
8.     Amendments to Subsection 7.5 (Application of
Payments and Commitment Reductions). Subsection 7.5 of the Credit
Agreement is hereby amended by:








(a)    deleting paragraph (a) thereof in
its entirety and substituting in lieu thereof the following new
paragraph (a):

"(a) Any reduction
of the Aggregate Commitment required pursuant to subsection 7.4 shall
be applied (i) ratably to the repayment of the Term Loans and the Term
A Loans then outstanding and to a permanent reduction of the Aggregate
Multi-Currency Commitment then in effect and (ii) to the extent that no
Term Loans or Term A Loans remain outstanding, to a permanent reduction
of the Aggregate Multi-Currency Commitment then in
effect."; and

(b)    deleting paragraph (d)
thereof in its entirety and substituting in lieu thereof the following
new paragraph (d):

"(d) Any
prepayment of the Term Loans or the Term A Loans required pursuant to
subsection 7.3 or 7.4 shall be applied to the then outstanding
installments thereof in inverse order of their scheduled maturities (to
be applied ratably first to the payment due under (i) subsection
2.4(b), with respect to Term Loans and (ii) subsection 2A.2(b), with
respect to the Term A Loans).".

Section
9.     Amendment to Subsection 7.13 (Taxes).
Subsection 7.13 of the Credit Agreement is hereby amended by adding to
clause (y) of paragraph (b) thereof the phrase "or any
Term A Loan Lender" immediately after the phrase
"Term Loan Lender" wherever it appears
therein.

Section 10.     Amendment to Subsection
7.16 (Pro Rata Treatment and Payments). Subsection 7.16 of the
Credit Agreement is hereby amended by deleting the first sentence of
paragraph (a) thereof in its entirety and substituting in lieu thereof
the following new sentence:

"(a)
Each borrowing by the Company of Term Loans shall be made ratably from
the Term Loan Lenders in accordance with their then respective Term
Loan Commitment Percentages thereof and the borrowing by the Company of
the Term A Loans shall be made ratably from the Term A Loan Lenders in
accordance with their Term A Loan Commitments.".

Section 11.     Amendments to Subsection 11.2
(Indebtedness). Subsection 11.2 of the Credit Agreement is hereby
amended by amending by:

(a)    deleting the first
parenthetical in paragraph (n) thereof in its entirety and substituting
in lieu thereof the following new parenthetical:

"(and (i) any increase in the amount
outstanding thereunder due to the accrual and capitalization of
interest in accordance with its terms or (ii) the required decrease in
the commitment thereunder on the Exchange Date so that the commitment
thereunder shall then equal the undrawn amount thereof at the Exchange
Date)"; and

(b)    amending paragraph (n) thereof
by (i) deleting the period at the end of clause (B)(y) thereof and
substituting in lieu thereof "; and" and (ii)
and adding immediately after clause (B)(y) thereof the following new
clause (C):

"(C) in the case of
Indebtedness incurred pursuant to clause (i) or (ii), at the time of
any incurrence of any such Indebtedness, or Indebtedness in respect of
subsection 11.2(s) on or after the Fourth Amendment Effective Date, the
Term Loans and the Term A Loans then committed to be made shall be
fully drawn."; and








(c)    deleting the first parenthetical
in paragraph (s) thereof in its entirety and substituting in lieu
thereof the following new parenthetical:

"(and (i)
any increase in the amount outstanding thereunder due to the accrual
and capitalization of interest in accordance with its terms or (ii) the
required decrease in the commitment thereunder on the Exchange Date so
that the commitment thereunder shall then equal the undrawn amount
thereof at the Exchange Date)".

Section
12.     Amendments to Subsection 11.9 (Limitation on
Payments on Account of Debt; Synthetic Purchase Agreements).
Subsection 11.9 of the Credit Agreement is hereby amended by:

(a)    amending paragraph (a) thereof by deleting the proviso
after the comma at the end of clause (ii) thereof in its entirety and
substituting in lieu thereof the following new proviso:

"provided that the Company and
its Subsidiaries may amend, waive, supplement or otherwise modify any
agreement governing (x) Indebtedness permitted to be incurred pursuant
to subsection 11.2(n) on or after the Third Amendment Effective Date in
order to extend the maturity date of such Indebtedness and (y) the New
M&FH Multiple-Draw Term Loan, the M&FH Multiple-Draw Term Loan
and the M&FH Supplemental Line of Credit Agreement in order to
reduce the commitments thereunder to the respective undrawn amounts
thereof at the Exchange Date,"; and

(b)    amending paragraph (c) thereof by (i) deleting
"and" at the end of clause (iv) thereof, (ii)
deleting "or" at the end of clause (v)
thereof and substituting in lieu thereof
"and" and (iii) and adding immediately after
clause (v) thereof the following new clause (vi):

"(vi) Indebtedness defeased, prepaid or
otherwise repurchased with the proceeds of any Capital Contribution to
the extent such Capital Contribution is made to the Company by Revlon
in connection with the Exchange or the Public Rights Offerings;
provided that (i) within 30 days of receipt by the Company of
the proceeds of such Capital Contribution, the Company shall have (x)
defeased, prepaid or repurchased such Indebtedness or (y) taken action
(other than any action already taken in connection with the Exchange or
the Public Rights Offerings) to defease, prepay or repurchase such
Indebtedness (which action may include, without limitation, delivering
a notice of redemption, preparation of documentation relating to an
exchange offer, a tender offer or a private transaction for the
repurchase of Indebtedness or board of director action authorizing any
such action) and (ii) the Company shall take such action as reasonably
shall be necessary or as the Administrative Agent shall request to
grant to the Administrative Agent a first priority security interest in
all proceeds of such Capital Contribution pending such use of the
proceeds (with provision made to grant a second priority security
interest therein to secure Indebtedness issued under the Senior Secured
Notes Indenture pursuant to substantially identical documentation);
or".

Section 13.     Amendment to
Section 12 (Events of Default). Section 12 of the Credit Agreement
is hereby amended by:

(a)    Deleting
"(a)" from paragraph (q) thereof and adding
the following new parenthetical immediately at the end of clause (i)
thereof:

"(other than any proceeds
from an Equity Offering relating to the Exchange to the extent proceeds
therefrom are used by Revlon in connection with the
Exchange)"; and








(b)    deleting the first parenthetical
from paragraph (r) thereof in its entirety and substituting in lieu
thereof the following new parenthetical:

"(other than any Capital Gains Notes,
Capital Contribution Notes or rights with respect to the Exchange and
the Public Rights Offerings pursuant to the Fidelity Support Agreement,
the Mafco Support Agreement and other ancillary agreements implementing
the transactions contemplated by Exhibit I to the Fourth
Amendment)".

Section 14.     Amendment
to Subsection 14.7 (Successors and Assigns; Loan Participations).
Subsection 14.7 of the Credit Agreement is hereby amended by adding to
clauses (ii) and (iii) of paragraph (c) thereof the phrase
"or a Term A Loan" immediately after the
phrase "Term Loan" wherever it appears
therein.

Section 15.     Amendment to Subsection
14.11(QFL Notes). Subsection 14.11 of the Credit Agreement is
hereby amended by adding to paragraph (c) thereof the phrase
"or Term A Loans" immediately after the
phrase "Term Loans" therein.

Section
16.     New Exhibit A. The Credit Agreement is hereby
amended by deleting Exhibit A thereto in its entirety and substituting
in lieu thereof a new Exhibit A in the form attached hereto as Exhibit
II.

Section 17.     New Exhibit U-2. The Credit
Agreement is hereby amended by deleting Exhibit U-2 thereto in its
entirety and substituting in lieu thereof a new Exhibit U-2 in the form
attached hereto as Exhibit III.

Section 18.     New
Exhibit W. The Credit Agreement is adding a new Exhibit W thereto
in the form attached hereto as Exhibit IV.

Section
19.     New Exhibit X. The Credit Agreement is hereby
amended by adding a new Exhibit X thereto in the form attached hereto
as Exhibit V.

Section 20.     Representations and
Warranties. The Company, as of the date hereof and after giving
effect to the amendments contained herein, hereby confirms, reaffirms
and restates the representations and warranties made by it in Section 8
of the Credit Agreement and otherwise in the Credit Documents to which
it is a party; provided that each reference to the Credit
Agreement therein shall be deemed a reference to the Credit Agreement
after giving effect to this Amendment.

Section
21.     Conditions to Effectiveness. This Amendment
shall become effective as of the date (the "Fourth
Amendment Effective Date") on which (a) the
Administrative Agent shall have received (i) counterparts of this
Amendment and any amendments to the Security Documents to the extent
required to reflect the Term A Loan, duly executed by the Company and
the Required Lenders and duly acknowledged and consented to by each
Guarantor, Grantor and Pledgor and (ii)     an executed legal opinion
from counsel to the Company, in form and substance reasonably
acceptable to the Administrative Agent and (b) the Exchange shall have
been completed, which date must be on or prior to June 30, 2004.

Section 22.     Reference to and Effect on the Credit
Documents; Limited Effect. On and after the date hereof and the
satisfaction of the conditions contained in Section 21 of this
Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder",
"hereof" or words of like import referring to
the Credit Agreement, and each reference in the other Credit








Documents to "the
Credit Agreement", "thereunder",
"thereof" or words of like import referring
to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or the
Agents under any of the Credit Documents, nor constitute a waiver of
any provisions of any of the Credit Documents. Except as expressly
amended herein, all of the provisions and covenants of the Credit
Agreement and the other Credit Documents are and shall continue to
remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.

Section
23.     Counterparts.  This Amendment may be executed
by one or more of the parties hereto in any number of separate
counterparts (which may include counterparts delivered by facsimile
transmission) and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Any executed
counterpart delivered by facsimile transmission shall be effective as
an original for all purposes hereof. The execution and delivery of this
Amendment by any Lender shall be binding upon each of its successors
and assigns (including Transferees of its Commitments and Loans in
whole or in part prior to effectiveness hereof) and binding in respect
of all of its Commitments and Loans, including any acquired subsequent
to its execution and delivery hereof and prior to the effectiveness
hereof.

Section 24.     GOVERNING LAW, ETC.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


Section
25.     Expenses.  The Company agrees to pay or
reimburse the Administrative Agent for all of its out-of-pocket costs
and expenses incurred in connection with the preparation, negotiation
and execution of this Amendment, including, without limitation, the
fees and disbursements of counsel to the Administrative
Agent.








IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed and delivered by their duly
authorized officers as of the date first written above.




											
	 		REVLON
CONSUMER PRODUCTS CORPORATION, as a Borrower
	 		By:		/s/
Robert K. Kretzman
	 		 		Name:  Robert K.
Kretzman
	 		 		Title:
  Executive Vice President and Chief Legal
Officer
	 		REVLON INTERNATIONAL
CORPORATION (UK Branch), as a Local Borrowing Subsidiary
	 		By:		/s/
Robert K.
Kretzman
	 		 		Name:  Robert
K. Kretzman
	 		 		Title:  Vice President and
Secretary
	 		REVLON AUSTRALIA PTY
LIMITED, as a Local Borrowing Subsidiary
	 		By:		/s/
Robert K. Kretzman
	 		 		Name:  Robert K.
Kretzman
	 		 		Title:  Attorney-in-fact
	 		EUROPEENNE DE PRODUITS
DE BEAUTE, S.A.S., as a Local Borrowing Subsidiary
	 		By:		/s/
Robert K. Kretzman
	 		 		Name:  Robert K.
Kretzman
	 		 		Title:  Attorney-in-fact
	 		REVLON K.K., as a
Local Borrowing Subsidiary
	 		By:		/s/
Robert K. Kretzman
	 		 		Name:  Robert K.
Kretzman
	 		 		Title:  Attorney-in-fact
	














											
	 		REVLON
CANADA INC., as a Local Borrowing Subsidiary
	 		By:		/s/
Robert K. Kretzman
	 		 		Name:  Robert K.
Kretzman
	 		 		Title:  Vice President and
Secretary
	 		REVLON (HONG KONG)
LIMITED, as a Local Borrowing Subsidiary
	 		By:		/s/
Robert K.
Kretzman
	 		 		Name:  Robert
K. Kretzman
	 		 		Title:  Attorney-in-fact
	 		REVLON S.p.A., as a
Local Borrowing Subsidiary
	 		By:		/s/
Robert K. Kretzman
	 		Name:  Robert K.
Kretzman
	 		Title:  Director
	














											
	 		JPMORGAN
CHASE BANK, as Administrative Agent and as a Lender
	 		By:		/s/  Neil
R. Boylan
	 		Name:  Neil R.
Boylan
	 		Title:    Managing
Director
	














											
	 		CITIBANK,
N.A., as Documentation Agent and as a Lender
	 		By:		/s/  Frank
R. Lowe
	 		Name:  Frank R.
Lowe
	 		Title:    Managing
Director
	














											
	 		BLACK
DIAMOND CLO1988-1, LTD.
	 		Name of
Lender
	 		By:		/s/  Alan
Corkish
	 		Name:  Alan
Corkish
	 		Title:    Director
	 		BLACK
DIAMOND CLO2000-1, LTD.
	 		Name of
Lender
	 		By:		/s/  Alan
Corkish
	 		Name:  Alan
Corkish
	 		Title:    Director
	














											
	 		BLACK
DIAMOND INTERNATIONAL FUNDING, INC.
	 		By:		/s/  Alan
Corkish
	 		Name:  Alan
Corkish
	 		Title:    Director
	 		COOKSMILL
	 		By:		/s/  John
R.M. Campbell
	 		Name:  John R.M.
Campbell
	 		Title:    Authorized
Signatory
	 		CSAM
FUNDING I.
	 		By:		/s/  David
H. Lerner
	 		Name:  David H.
Lerner
	 		Title:    Authorized
Signatory
	 		FIDELITY
ADVISOR SERIES II: FIDELITY ADVISOR FLOATING RATE HIGH INCOME
FUND
	 		By:		/s/  John
H. Costello
	 		Name:  John H.
Costello
	 		Title:    Assistant
Treasurer
	 		GENERAL
ELECTRIC CAPITAL CORPORATION.
	 		By:		/s/  William
Magee
	 		Name:  William
Magee
	 		Title:    Duly
Authorized
Signatory
	 		LONG
LANE MASTER TRUST IV
By Fleet National Bank as Trust
Administrator
	 		By:		/s/  Michael
J. Sullivan
	 		Name:  Michael J.
Sullivan
	 		Title:    Director
	














											
	 		NATEXIS
BANKQUES POPULAIRES
	 		By:		/s/  Frank
H. Madden, Jr.
	 		Name:  Frank H.
Madden, Jr.
	 		Title:    Vice President & Group
Manager
	 		By:		/s/  Jordan
H. Levy
	 		Name:  Jordan H.
Levy
	 		Title:    Assistant
Vice President
	 		TRANSAMERICA
BUSINESS CAPITAL CORPORATION.
	 		By:		/s/  William
Magee
	 		Name:  William
Magee
	 		Title:    Duly
Authorized
Signatory
	 		TRS
1 LLC.
	 		By:		/s/  Deborah
O'Keefe
	 		Name:  Deborah
O'Keefe
	 		Title:    Vice
President
	 		VAN
KAMPEN SENIOR INCOME TRUST.
	 		By:		Van Kampen
Investment Advisory Corp.
	 		By:		/s/  Brad
Langs
	 		Name:  Brad
Langs
	 		Title:    Executive
Director
	 		VAN
KAMPEN SENIOR LOAN FUND.
	 		By:		Van Kampen
Investment Advisory Corp.
	 		By:		/s/  Brad
Langs
	 		Name:  Brad
Langs
	 		Title:    Executive
Director
	











ACKNOWLEDGEMENT AND CONSENT

Dated as of February 18, 2004

Each of the
undersigned (in its capacity as a Guarantor, Grantor and/or Pledgor, as
the case may be, under the Security Documents to which it is a party)
does hereby (a) consent, acknowledge and agree to the transactions
described in the foregoing Fourth Amendment and (b) after giving effect
to such Fourth Amendment, (i) confirms, reaffirms and restates the
representations and warranties made by it in each Credit Document to
which it is a party, (ii) ratifies and confirms each Security Document
to which it is a party and (iii) confirms and agrees that each such
Security Document is, and shall continue to be, in full force and
effect, with the Collateral described therein securing, and continuing
to secure, the payment of all obligations of the undersigned referred
to therein; provided that each reference to the Credit
Agreement therein and in each of the other Credit Documents shall be
deemed to be a reference to the Credit Agreement after giving effect to
such Fourth Amendment.




											
	 		ALMAY, INC.
 CHARLES OF THE RITZ GROUP
LTD.
 CHARLES REVSON INC.
 COSMETICS & MORE INC.
 PPI
TWO CORPORATION
 REVLON CONSUMER CORP.
 REVLON DEVELOPMENT
CORP.
 REVLON GOVERNMENT SALES, INC.
 REVLON INTERNATIONAL
CORPORATION
 REVLON PRODUCTS CORP.
 REVLON REAL ESTATE
CORPORATION*
 RIROS CORPORATION
 RIROS GROUP INC.
 RIT
INC.
	 		By:		/s/
Robert K. Kretzman
	 		Name:  Robert K.
Kretzman
	 		Title:  Vice President and
Secretary
 *President and Secretary
	 		REVLON,
INC.
	 		By:		/s/
Robert K. Kretzman
	 		Name:  Robert K.
Kretzman
	 		Title:  Executive Vice
President and Chief Legal Officer
	 		NORTH AMERICA REVSALE
INC.
	 		By:		/s/
Michael T. Sheehan
	 		Name:  Michael T.
Sheehan
	 		Title:  Vice President and
Secretary
	











Exhibit I
to Fourth Amendment

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:
			


				
			•	400 shares of Revlon
Class A common stock; or
			


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


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


				
			•	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).
			


			
			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:
			


				
			•	300 shares of Revlon
Class A common stock; or
			


				
			•	$620
in cash;
			


				
			•	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 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.
			


			
			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, (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.
			









			
	    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 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 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:
			


				
			•	(x) the Aggregate
Back-Stop Amount
			


				
			•	divided by (y)
the Subscription Price.
			


			
	    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 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		As of the date of the closing of the
Exchange Offer, Revlon, M&F and Fidelity shall enter into a
shareholders agreement pursuant to which the parties will agree
that:
			


				
			•	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 (as such term is defined below) shall be
deemed to be Independent Directors for purposes of the shareholders
agreement;
			


				
			•	Fidelity shall be
entitled to nominate to the Board of Directors (i) two directors for so
long as Fidelity holds at least 10% of the outstanding voting
stock of Revlon or (ii) one director for so long as Fidelity holds at
least 5% but less than 10% of the outstanding voting
stock of Revlon (each a "Fidelity Appointee"
and, collectively, the "Fidelity
Appointees");
			


				
			•	One
Fidelity Appointee, to be designated by Fidelity, shall be entitled to
sit on all standing committees of the Board of Directors of Revlon,
subject to satisfaction of applicable listing standards and other
applicable laws, rules and
regulations;
			


				
			•	Fidelity, M&F
and all controlled affiliates of M&F will vote their respective
shares of Common Stock to give effect to the agreements referred to in
the prior three bullet points;
			









				
			•	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;
			


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


			
			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.
			









Exhibit II
to Fourth Amendment

Exhibit A to

Credit Agreement



FORM OF
TERM LOAN NOTE


	$[                              ]	New
York, New York

[              ],
200[  ]


FOR VALUE RECEIVED, the
undersigned, REVLON CONSUMER PRODUCTS CORPORATION, a Delaware
corporation (the "Company"),
unconditionally promises to pay to the order of
[                ]
(the "Lender"), on the dates and in
the manner set forth in subsection [2.2][2A.2](a)
of the Credit Agreement referred to below, the lesser of (a) the
principal amount of
                          
DOLLARS
($                          )
and (b) the aggregate unpaid principal amount of the Term [A]
Loan made by the Lender to the Company pursuant to subsection
[2.1][2A.1] of the Credit Agreement. The Company
further agrees to pay interest on the unpaid principal amount hereof on
the dates and at the applicable rates per annum as provided in
subsections 7.6(a), (b) and (f) of the Credit Agreement until any such
amount shall be due and payable (whether at the stated maturity, by
acceleration or otherwise), and thereafter on such overdue amount at
the rate per annum as provided in subsection 7.6(e) of the Credit
Agreement until paid in full (both before and after judgment).

The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof
which shall be attached hereto and made a part hereof the date, type
and amount of the Term [A] Loan made pursuant to the Credit
Agreement and the date and amount of each payment or prepayment of
principal thereof, each continuation thereof, each conversion of all or
a portion thereof to another type and, in the case of Eurodollar Loans,
the length of each Interest Period with respect thereto. Each such
endorsement shall constitute prima facie evidence of
the accuracy of the information endorsed: provided that the
failure of the Lender to make any such endorsement shall not affect the
obligations of the Company in respect of such Term [A]
Loan.

This Note (a) is one of the Term Loan Notes referred to in
the Second Amended and Restated Credit Agreement, dated as of November
30, 2001 (as the same may from time to time be amended, modified or
supplemented, the "Credit
Agreement"), among the Company, the Local Borrowing
Subsidiaries from time to time parties thereto, the Lender, the other
financial institutions from time to time parties thereto and JPMorgan
Chase Bank, as Administrative Agent, (b) is subject to the provisions
of the Credit Agreement and (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Credit Agreement.
This Note is secured and guaranteed as provided in the Credit
Documents. Reference is hereby made to the Credit Documents for a
description of the properties and assets in which a security interest
has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests
and each guarantee were granted and the rights of the holder of this
Note in respect thereof.

Upon the occurrence of any one or more
of the Events of Defaults specified in the Credit Agreement, all
amounts then remaining unpaid on this Note may become, or be declared
to be, immediately due and payable as provided in the Credit
Agreement.








Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

The Company and holders
of this Note, whether maker, principal, surety, guarantor, endorser or
otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.

THE NOTE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.




											
	 		REVLON CONSUMER
PRODUCTS
CORPORATION
	 		By:		                                                            
	 		 		Title:
	











Schedule A to

Term
Loan Note



LOANS, CONVERSIONS AND REPAYMENTS OF
ALTERNATE
BASE RATE ("ABR")
LOANS





																											
	Date		Amount
of
ABR Loans		Amount
Converted to
ABR
Loans		Amount of
Principal of
ABR Loans
Repaid		Amount of
ABR Loans
Converted
to
Eurodollar
Loans		Unpaid
Principal
Balance
of
ABR Loans		Notation
Made
By
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	











Schedule B to

Term
Loan Note



LOANS, CONTINUATIONS, CONVERSIONS AND
REPAYMENTS
OF EURODOLLAR
LOANS





																															
	Date		Amount
of
Eurodollar
Loans		Amount
Converted
to
Eurodollar
Loans		Interest
Period
and
Eurodollar
Rate with
Respect
Thereto		Amount
of
Principal of
Eurodollar
Loans Repaid		Amount
of
Eurodollar
Loans
Converted to
ABR
Loans		Unpaid
Principal
Balance
of
Eurodollar
Loans		Notation
Made
By
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	











Exhibit III
to Fourth Amendment

Exhibit U-2 to

Credit Agreement



FORM OF
QFL TERM LOAN NOTE


THIS QFL TERM
LOAN NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS
AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF
THIS QFL TERM LOAN NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY
THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT
AGREEMENT.

	$[                          ]	New
York, New
York
[                  ],
200[  ]


FOR VALUE RECEIVED, the
undersigned, REVLON CONSUMER PRODUCTS CORPORATION, a Delaware
corporation (the "Company"), hereby
unconditionally promises to pay
[                          ]
or its registered assigns (the
"Lender") at the office of JPMorgan
Chase Bank, located at 270 Park Avenue, New York, New York 10017, in
lawful money of the United States of America and in immediately
available funds, on the Termination Date (as defined in the Credit
Agreement referred to below), (a) the principal amount of
[$                            ],
or, if less, (b) the aggregate unpaid principal amount of the Term
[A] Loans made by the Lender pursuant to subsection
[2.1][2A.1] of the Credit Agreement, as hereinafter
defined. The Company further agrees to pay interest to Lender in like
money at such office on the unpaid principal amount hereof from time to
time outstanding at the rates and on the dates specified in subsection
7.6 of such Credit Agreement.

The holder of this Note is
authorized to endorse on the schedules annexed hereto and made a part
hereof or on a continuation thereof which shall be attached hereto and
made a part hereof, the date, type and amount of the Term [A]
Loan and the date and amount of each payment or prepayment of principal
with respect thereto, each conversion of all or a portion thereof to
another type, each continuation of all or a portion thereof as the same
type and, in the case of Eurodollar Loans, the length of each Interest
Period with respect thereto. Each such endorsement shall constitute
prima facie evidence of the accuracy of the
information endorsed. The failure to make any such endorsement shall
not affect the obligations of the Company in respect of such Term
[A] Loan.

This Note (a) is one of the QFL Term Loan
Notes referred to in the Second Amended and Restated Credit Agreement,
dated as of November 30, 2001 (as amended, supplemented or otherwise
modified from time to time, the "Credit
Agreement"), among the Company, the Local Borrowing
Subsidiaries from time to time parties thereto, the Lender, the other
financial institutions from time to time parties thereto and JPMorgan
Chase Bank, as Administrative Agent, (b) is subject to the provisions
of the Credit Agreement and (c) is subject to optional and mandatory
prepayment in whole or in part as provided in the Credit Agreement.
This Note is secured and guaranteed as provided in the Credit
Documents. Reference is hereby made to the Credit Documents for a
description of the properties and assets in which a security interest
has been granted, the nature and extent of the security and the
guarantees, the terms and conditions upon which the security interests
and each guarantee were granted and the rights of the holder of this
Note in respect thereof.








Upon the occurrence of any one or more of
the Events of Default, all amounts then remaining unpaid on this Note
shall become, or may be declared to be, immediately due and payable,
all as provided in the Credit Agreement.

All parties now and
hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.

Unless
otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit
Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.




											
	 		REVLON
CONSUMER
PRODUCTS
CORPORATION
	 		By:		 
	 		 		Title:
	











Schedule A to

QFL
Term Loan Note



LOANS, CONVERSIONS AND
REPAYMENTS OF ALTERNATE BASE RATE ("ABR")
LOANS





																											
	Date		Amount
of
 ABR Loans		Amount
 Converted to
 ABR
Loans		Amount of
 Principal of
 ABR Loans

Repaid		Amount of
 ABR Loans
 Converted to

Eurodollar Loans		Unpaid
 Principal
 Balance
 of
ABR
 Loans		Notation
Made by
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	











Schedule B to

QFL
Term Loan Note



LOANS, CONTINUATIONS,
CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS





																															
	Date		Amount
of
 Eurodollar
Loans		Amount
 Converted to

Eurodollar
Loans		Interest
Period
and
Eurodollar
Rate with
Respect
Thereto		Amount
of
 Principal of
 Eurodollar
Loans

Repaid		Amount of
 Eurodollar
Loans
 Converted
to
 ABR Loans		Unpaid
 Principal
 Balance
of
Eurodollar
 Loans		Notation
Made by
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	











Exhibit IV
to Fourth Amendment

Exhibit W to

Credit Agreement



FORM OF TERM A LOAN ACTIVATION
NOTICE


		
	To: 	JPMORGAN CHASE
BANK,
as Administrative Agent under the Credit Agreement referred
to below


Reference is hereby made to the Credit Agreement, dated
as of November 30, 2001 (as amended, supplemented or otherwise modified
from time to time, the "Credit
Agreement"), among Revlon Consumer Products
Corporation (the "Company"), the
Local Borrowing Subsidiaries from time to time parties thereto, the
financial institutions from time to time parties thereto (the
"Lenders"), Citibank, N.A., as
documentation agent, J.P. Morgan Securities Inc., as arranger, and
JPMorgan Chase Bank, as administrative agent (in such capacity, the
"Administrative Agent"). Terms
defined in the Credit Agreement shall have their defined meanings when
used herein.

This notice is a Term A Loan Activation Notice
referred to in the Credit Agreement, and the Company and each of the
Lenders party hereto hereby notify you
that:

		
	1. 	Each Lender party hereto agrees to
make a Term A Loan in the amount set forth opposite such Lender's
name below under the caption "Term A Loan
Amount."


		
	2. 	The Term A Loan
Borrowing Date shall be
                      ,
200    .









IN WITNESS WHEREOF, the undersigned have
executed this Term A Loan Activation Notice this
       day of
                            ,
200    .




															
	 		 		REVLON CONSUMER PRODUCTS

CORPORATION
	 		 		By:		 
	 		 		Name:
Title:
	Term A Loan
Amount		[INSERT NAME OF LENDER]
	$		By:		 
	 		 		Name:
Title:
	CONSENTED TO:	
	JPMORGAN CHASE BANK,
as
Administrative Agent	
	By:		 	
	 		Name:

Title:	
	











Exhibit V
to Fourth Amendment

Exhibit X

to Credit Agreement



FORM OF NEW LENDER SUPPLEMENT


NEW LENDER SUPPLEMENT
(this "New Lender Supplement"),
dated             ,
200  , to the Credit Agreement, dated as of November 30,
2001 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among
Revlon Consumer Products Corporation (the
"Company"), the Local Borrowing
Subsidiaries from time to time parties thereto, the financial
institutions from time to time parties thereto (the
"Lenders"), Citibank, N.A., as
documentation agent, J.P. Morgan Securities Inc., as arranger, and
JPMorgan Chase Bank, as administrative agent (in such capacity, the
"Administrative Agent").


W I T N E S S E T H :


WHEREAS, the Credit Agreement
provides in Section 2A.1 thereof that any bank, financial institution
or other entity may become a party to the Credit Agreement with the
consent of the Company and the Administrative Agent (which consent
shall not be unreasonably withheld) by executing and delivering to the
Company and the Administrative Agent a supplement to the Credit
Agreement in substantially the form of this New Lender Supplement;
and

WHEREAS, the undersigned now desires to become a party to
the Credit Agreement;

NOW, THEREFORE, the undersigned hereby
agrees as follows:

1. The undersigned agrees
to be bound by the provisions of the Credit Agreement, and agrees that
it shall, on the date this New Lender Supplement is accepted by the
Company and the Administrative Agent, become a Lender for all purposes
of the Credit Agreement to the same extent as if originally a party
thereto, with Term A Loans of
$                    .

2. The undersigned (a) represents and warrants
that it is legally authorized to enter into this New Lender Supplement;
(b) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in
subsection 8.9 thereof and such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to
enter into this New Lender Supplement; (c) agrees that it has made and
will, independently and without reliance upon any Agent or any other
Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement or any
instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under
the Credit Agreement or any instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are incidental thereto; and
(e) agrees that it will be bound by the provisions of the Credit
Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, without limitation, if it is
organized under the laws of a jurisdiction outside the United States,
its obligation pursuant to Section 7.13(b) of the Credit
Agreement.








3. The address of the
undersigned for notices for the purposes of the Credit Agreement is as
follows:

4. Terms defined in the Credit
Agreement shall have their defined meanings when used
herein.








IN WITNESS WHEREOF, the undersigned has
caused this New Lender Supplement to be executed and delivered by a
duly authorized officer on the date first above written.




															
	 		 		[INSERT NAME OF
LENDER]
	 		By		                                                                
	 		 		 		Name:
 Title:
	Accepted this
           day of

                            ,
200  .	
	REVLON CONSUMER PRODUCTS

CORPORATION	
	By		                                                        	
	 		Name:
 Title:	
	Accepted this
         day of

                            ,
200  .	
	JPMORGAN CHASE BANK,
 as
Administrative Agent	
	By		                                                        	
	 		Name:

Title: