EMPLOYMENT AGREEMENT

                  This Agreement (this  "Agreement"),  dated as of June 8, 1998,
is made by and  among  Carson  Products  Company,  a  Georgia  corporation  (the
"Corporation"), and Ms. Aurelia Waldon (the "Executive").

                                    Recitals

                  1. The  Corporation  desires to employ the  Executive  as Vice
President - Sales of the Corporation,  and to enter into an employment agreement
embodying the terms of such relationship.

                  2. The Executive  is willing to be employed as  Vice President
-Sales of the Corporation on the terms set forth herein.

                                    Agreement

                  NOW,  THEREFORE,  in  consideration of the premises and mutual
covenants herein contained,  and for other good and valuable consideration,  the
Corporation and the Executive hereby agree as follows.

         1.       Definitions.

1.1  "Board" means the Board of Directors of the Corporation.

1.2  "Cause"  means (a) the  Executive's  dereliction  of her duties  under this
Agreement,  including,  without limitation,  her refusal to follow or neglect of
the  directions of the Board or any executive of the  Corporation  senior to the
Executive,  (b) any willful misconduct by the Executive that is injurious to the
Corporation,  or (c) its  reputation,  or the commission by the Executive of any
crime.

1.3 "Disability" means the Executive's inability to render the services required
hereunder by reason of a physical or mental  disability  reasonably  expected to
last for more than six months after the date such disability is first diagnosed,
as  determined  by the  written  opinion  of an  independent  medical  physician
selected by the Corporation.

         2.       Employment.  Subject to the terms and provisions set  forth in
this Agreement, the Corporation, during the Term of Employment, agrees to employ
the  Executive  as Vice President - Sales  of the Corporation  and the Executive
hereby accepts such employment.

         3. Term of  Employment.  The term of  employment  under this  Agreement
shall commence as of June 6, 1998 (the "Commencement  Date") and, unless earlier
terminated  by  the  Corporation  or  the  Executive  under  Section  6 of  this
Agreement, shall continue until December 31, 2000 (the "Term of Employment").

         4.       Positions, Responsibilities and Duties.

4.1 Positions and Duties. During the Term of Employment,  the Executive shall be
employed and shall serve as Vice President - Sales of the Corporation  with such
duties  as are  determined  from  time  to  time  by the  Board  or the  Board's
designees.  The Executive shall serve under the direction and supervision of the
Board or the  Board's  designees  and shall  report to the Board or the  Board's
designees.

4.2 Attention to Duties and Responsibilities. During the Term of Employment, the
Executive  shall devote her full time and  attention to the business and affairs
of the  Corporation  and the Executive  shall use her best efforts,  ability and
fidelity to perform  faithfully and efficiently the duties and  responsibilities
contemplated by this Agreement.

         5.       Compensation and Other Benefits.

5.1 Base Salary.  During the Term of Employment,  the Executive  shall receive a
base salary of $130,000 per annum ("Base Salary") payable in accordance with the
Corporation's normal payroll practices.

5.2 Bonus.  For each fiscal year of the  Corporation  ending  within the Term of
Employment,  the Executive shall receive a bonus (the "Bonus) in an amount equal
to (a) thirty  percent (30%) of Base Salary if the "base case"  objectives  (but
not the "anticipated  case" objectives) for that fiscal year as specified by the
Board, or a committee thereof, are achieved,  or (b) fifty percent (50%) of Base
Salary if the  "anticipated  case" objectives for that fiscal year, as specified
by the Board (or a  committee  thereof)  are met.  The  objectives  utilized  in
determining  the Bonus shall be net revenue  growth,  net income,  earnings  per
share  and/or stock price  growth,  each as defined by the Board (or a committee
thereof) in its sole discretion.  A lesser percentage of Base Salary may be paid
hereunder if one or more,  but not all, of the targeted  objectives for a fiscal
year are  achieved.  If the "base  case"  objectives  are met,  the value of the
Bonus,  if any,  shall be paid  seventy-five  percent (75%) in a single lump sum
cash payment and  twenty-five  percent  (25%) in shares of  restricted  stock of
Carson,  Inc. If the  "anticipated  case"  objectives  are met, the value of the
Bonus,  if any,  shall be paid  fifty  percent  (50%) in a single  lump sum cash
payment and fifty percent (50%) in shares of  restricted  stock of Carson,  Inc.
Such restricted stock shall vest as to one-half (1/2) of the aggregate number of
shares  delivered to the Executive on each of December 31, 1999 and December 31,
2000 (if the Executive is employed by the Corporation on such dates).  The Bonus
shall be paid no later than 120 days after the end of the fiscal  year for which
the applicable objectives have been met.

5.3 Incentive,  Retirement, and Savings Plans. During the Term of Employment and
to the extent  eligible,  the  Executive  shall  participate  in all  incentive,
pension,  retirement,  savings and other employee benefit plans and programs, if
any,  maintained  from time to time by the Corporation for the benefit of senior
executives and other  employees of the  Corporation;  provided,  however,  that,
unless  otherwise  determined by the Board,  Executive  shall not be eligible to
participate in any profit-sharing  plan maintained,  sponsored or contributed to
by the  Corporation  or Carson,  Inc.  that is intended to qualify under Section
401(a) of the Internal Revenue Code of 1986, as amended.

5.4  Welfare  Benefit  Plans.  During the Term of  Employment  and to the extent
eligible,  the Executive,  the  Executive's  spouse,  if any, and their eligible
dependents,  if any,  shall  participate  in and be covered  by all the  welfare
benefit  plans and  programs,  if any,  maintained  by the  Corporation  for the
benefit of senior executives and other employees of the Corporation.

5.5 Stock Option  Grants.  Within a reasonable  time after the full execution of
this Agreement,  the Executive  shall be granted a stock option,  subject to the
terms and provisions of the Carson,  Inc. 1996 Long-Term  Incentive Plan and any
award or grant agreement  executed  thereunder,  providing the Executive with an
opportunity to acquire 10,000 Class A common shares of Carson, Inc.

5.6 Expense Reimbursement. During the Term of Employment, the Executive shall be
entitled  to receive  prompt  reimbursement  for all  expenses  incurred  by the
Executive in performing her duties and responsibilities  hereunder in accordance
with the policies and procedures of the Corporation as in effect at the time the
expense was incurred, as the same may be changed from time to time.

5.7 Vacation and Fringe Benefits.  During the Term of Employment,  the Executive
shall be entitled to paid vacation in accordance with the Corporation's vacation
policies,  as in  effect  from  time to  time,  and at such  times  which do not
materially  interfere with the performance of the Executive's  duties hereunder.
In addition,  during the Term of Employment,  the Executive shall, in accordance
and consistent with the past practices of the  Corporation,  be entitled to such
fringe benefits and perquisites,  if any, as in effect and provided from time to
time to senior executives of the Corporation.

5.8 Relocation. The Corporation shall reimburse the Executive for all reasonable
expenses  incurred  by her in  respect of moving her  furnishings  and  personal
effects to Savannah, Georgia or its vicinity. In addition, the Corporation shall
reimburse  the  Executive  for (a) the cost of three  round trip coach air fares
between Savannah,  Georgia and her current residence,  (b) reasonable  temporary
lodging expenses incurred by her for two months,  and (c) all reasonable closing
costs (not to exceed  $5,000)  incurred by the Executive in connection  with her
purchase of a residence in Savannah, Georgia or its vicinity.

5.9 Car  Allowance.  During  the  Term of  Employment,  the  Executive  shall be
entitled to receive a monthly automobile allowance from the Corporation equal to
$500.

         6.       Termination.

6.1 Termination Due to Death or Disability. Upon 15 days prior written notice to
the  Executive,   the  Corporation  may  terminate  the  Executive's  employment
hereunder  due  to  Disability.  In the  event  of the  Executive's  death  or a
termination  of the  Executive's  employment  by either the  Corporation  or the
Executive due to Disability,  the Term of Employment shall thereupon end and the
Executive,  her estate or other legal representative,  as the case may be, shall
only be entitled to Base Salary  continuation at the rate in effect (as provided
in Section 5.1 of this  Agreement)  on the date of  termination  for a six-month
period commencing on such date of termination.

6.2 Termination by the Corporation for Cause.  The Corporation may terminate the
Executive's  employment  hereunder for Cause. If the Corporation  terminates the
Executive's  employment  hereunder  for  Cause,  the  Term of  Employment  shall
thereupon  end as set forth  below and the  Executive  shall only be entitled to
Base Salary up to and including the date of termination.

6.3 Termination  Without Cause or for Good Reason.  Upon 15 days prior notice to
the  Executive,   the  Corporation  may  terminate  the  Executive's  employment
hereunder   without  Cause.  If  the  Corporation   terminates  the  Executive's
employment  hereunder  without Cause, the Term of Employment shall thereupon end
and the Executive shall only be entitled to Base Salary continuation at the rate
in  effect  (as  provided  in  Section  5.1 of this  Agreement)  on the  date of
termination for a six-month period commencing on such date of termination.

6.4 Voluntary Termination.  The Executive may effect, upon 30 days prior written
notice to the Corporation,  a voluntary  termination of her employment hereunder
and thereupon the Term of Employment  shall end. A voluntary  termination  shall
entitle the Executive only to all of the rights and benefits which the Executive
would  be  entitled  in the  event of a  termination  of her  employment  by the
Corporation for Cause.

6.5 Statements by the Executive or the Corporation.  Subject to the requirements
of any applicable  securities or other laws, the Executive  agrees that,  during
and after the Term of  Employment,  she shall not at any time make any statement
or representation, written or oral, (a) which the Executive knows or should know
will, or which she knows or should know is reasonably  likely to, impair,  bring
into  disrepute,  or  adversely  affect in any way the  reputation,  good  will,
business,  customer  or  supplier  relationships,  or  public  relations  of the
Corporation,  any  affiliate,  and/or any person or entity  which the  Executive
knows or should  know is one of the  following:  (i) a member  of the  boards of
directors of the  Corporation,  any  affiliate  and/or any  subsidiary,  (ii) an
employee of the Corporation, any affiliate and/or any subsidiary, (iii) a person
or entity who has or has had a legal or  beneficial  ownership  interest  in the
shares of the  Corporation,  any  subsidiary  and/or any affiliate (an "Owner"),
and/or (iv) an owner,  employee,  director,  partner,  representative of, and/or
adviser to, any such Owner.

7.  Resolution  of Disputes.  With the  exception of  proceedings  for equitable
relief  brought  pursuant to Section 8.4 of this  Agreement  or  otherwise,  any
disputes arising under or in connection with this Agreement,  including, without
limitation,  any assertion by any party hereto that the other party has breached
any provision of this Agreement, shall be resolved by arbitration, to be held in
New York, New York, in accordance  with the rules and procedures of the American
Arbitration Association.

8. Confidential Information and Noncompetition.

8.1  Confidential  Information.  The  Executive  shall  not,  during the Term of
Employment and at any time thereafter, without the prior express written consent
of the Board,  directly or  indirectly,  use any  Confidential  Information  (as
defined below) in any way, or divulge,  disclose or make available or accessible
any  Confidential  Information to any person,  firm,  partnership,  corporation,
trust or any other entity or third party  (other than when  required to do so in
good faith to perform the  Executive's  duties and  responsibilities  under this
Agreement  or when  required to do so by a lawful  order of a court of competent
jurisdiction).  In addition,  the Executive shall not create any derivative work
or other product based on or resulting from any Confidential Information (except
in the good faith performance of her duties under this Agreement). The Executive
shall also immediately notify the Board if she becomes aware of any unauthorized
use or disclosure of any  Confidential  Information by any third party,  and the
Executive  agrees  to  cooperate  fully  in  any  attempts  or  efforts  by  the
Corporation  or any  affiliate to obtain any relief or remedy in respect of such
unauthorized use or disclosure. The Executive agrees that she shall not make any
copies  of any kind of any  document,  computer  software  or other  writing  or
recording containing any Confidential  Information without the prior approval of
the Board  (other  than when  required  to do so in good  faith to  perform  the
Executive's duties and responsibilities under this Agreement or when required to
do so by a lawful order of a court of  competent  jurisdiction).  The  Executive
shall also proffer to the Board's designee,  no later than the effective date of
any  termination  of her employment  with the  Corporation  for any reason,  and
without retaining any copies, notes or excerpts thereof, all memoranda, computer
disks or other media, computer programs, diaries, notes, records, data, customer
or client  lists,  marketing  plans  and  strategies,  and any  other  documents
consisting  of or  containing  any  Confidential  Information  that  are  in the
Executive's  actual  or  constructive  possession  or which are  subject  to her
control at such time. In addition, the Executive shall at all times use her best
efforts  carefully to safeguard any Confidential  Information in the Executive's
possession or under her control.  For purposes of this Agreement,  "Confidential
Information"  shall mean all information  respecting the business and activities
of the Corporation, any parent, any affiliate, and/or any subsidiary, including,
without  limitation,  the terms and provisions of this  Agreement,  the clients,
customers, suppliers, officers, employees, consultants, computer or other files,
projects, products, computer disks or other media, computer hardware or computer
software  programs,  marketing  plans,  financial  information,   methodologies,
know-how, processes,  practices,  approaches,  projections,  forecasts, formats,
systems,  data  gathering  methods  and/or  strategies of the  Corporation,  any
parent,  any affiliate  and/or any subsidiary.  Notwithstanding  the immediately
preceding sentence,  Confidential  Information shall not include any information
that is, or becomes, generally available to the public (unless such availability
occurs as a result of the Executive's  breach of any portion of this Section 8.1
or any other obligation the Executive owes to the Corporation,  any parent,  any
affiliate and/or any subsidiary).

8.2  Noncompetition.  The Executive,  if her employment  with the Corporation is
terminated  for any reason  (other than due to death,  or  Disability  or by the
Corporation without Cause),  shall not, during the Term of Employment and for 12
months after the date of any such termination, directly or indirectly, within or
with respect to the United States of America  and/or Africa (a) engage,  without
the prior  express  written  consent  of the  Corporation,  in any  business  or
activity,  whether as an  employee,  officer,  consultant,  partner,  principal,
agent,  representative,  stockholder  or in any other  individual,  corporate or
representative  capacity,  or render any  services  or provide any advice to any
business,  activity,  person or entity,  if such  business,  activity,  service,
person or entity,  directly or indirectly,  competes in any material manner with
(i) the  Corporation,  (ii) any  parent or  subsidiary,  or (iii)  any  product,
service  or  other  business  of  any  such  entities  which  is in  production,
distribution or development as of the date of any such  termination,  and/or (b)
meaningfully  assist,  help or  otherwise  support,  without  the prior  express
written  consent  of  the  Corporation,   any  person,  business,   corporation,
partnership  or other  entity or activity,  whether as an employee,  consultant,
partner,  principal,  agent,   representative,   stockholder  or  in  any  other
individual,  corporate  or  representative  capacity,  to  create,  commence  or
otherwise initiate, or to develop, enhance or otherwise further, any business or
activity if such business or activity,  directly or indirectly,  competes (or is
reasonably  likely to compete) in any manner  with any  significant  business or
activity of the Corporation or any parent or subsidiary.

8.3  Nonsolicitation.  The Executive,  if her employment with the Corporation is
terminated  for any reason (other than due to death,  or  Disability,  or by the
Corporation without Cause),  shall not, directly or indirectly,  during the Term
of  Employment  and for 12  months  after the date of  termination  (a) take any
action to solicit or divert any business (or  potential  business) or clients or
customers  (or  potential   clients  or  potential   customers)  away  from  the
Corporation  or any  parent  or  subsidiary,  (b)  induce  customers,  potential
customers,  clients, potential clients, suppliers, agents or other persons under
contract or otherwise  associated or doing business with the  Corporation or any
parent or  subsidiary  to  terminate,  reduce or alter any such  association  or
business with or from the  Corporation or any parent or  subsidiary,  and/or (c)
induce  any  person  in the  employment  of the  Corporation  or any  parent  or
subsidiary or any  consultant to the  Corporation or any parent or subsidiary to
(i)  terminate  such  employment,   or  consulting   arrangement,   (ii)  accept
employment, or enter into any consulting arrangement, with anyone other than the
Corporation  or any  parent  or  subsidiary,  and/or  (iii)  interfere  with the
customers,  suppliers, or clients of the Corporation, any subsidiary, any parent
or any  affiliate  in  any  manner  or the  business  of  the  Corporation,  any
subsidiary,  any parent or any  affiliate  in any manner.  For  purposes of this
Section 8.3, a "potential client" or a "potential  customer" shall mean a person
or entity that the Corporation, any parent or any subsidiary (A), as of the date
the  Executive's  employment  terminates,  is,  or  will  be in  the  reasonably
foreseeable  future,  soliciting or considering  soliciting (or has targeted for
solicitation,  or will be so targeting in the  reasonably  foreseeable  future),
and/or (B) has,  at any time or from time to time,  within  the 12 month  period
prior to the date the Executive's employment terminates,  been soliciting for or
in respect of any  current,  actively  pending or  contemplated  product  lines,
businesses,  or  services  offered  by  the  Corporation,   any  parent  or  any
subsidiary,   including,   without  limitation,   any  licensing   arrangements,
manufacturing  arrangements,  and/or distribution arrangements (the "Products"),
and  "potential  business"  shall  mean any  current or  reasonably  foreseeable
commercial  activity  or  any  current  or  reasonably   foreseeable  commercial
opportunities associated in any way with the Products.

8.4  Injunctive  Relief.   The  Executive   acknowledges  and  agrees  that  the
Corporation  will  have no  adequate  remedy at law,  and  would be  irreparably
harmed,  if the Executive  breaches or threatens to breach any of the provisions
of this Section 8 of this Agreement.  The Executive  agrees that the Corporation
shall be entitled to equitable and/or injunctive relief to prevent any breach or
threatened breach of this Section 8, and to specific  performance of each of the
terms of such Section in addition to any other legal or equitable  remedies that
the  Corporation  may have. The Executive  further agrees that she shall not, in
any equity  proceeding  relating to the enforcement of the terms of this Section
8, raise the defense that the Corporation has an adequate remedy at law.

8.5  Special  Severability.  The  terms  and  provisions  of this  Section 8 are
intended to be separate and divisible provisions and if, for any reason, any one
or more of them is held to be invalid or unenforceable, neither the validity nor
the  enforceability  of any other  provision of this Agreement  shall thereby be
affected.  It is the  intention  of the  parties  to  this  Agreement  that  the
potential  restrictions on the  Executive's  future  employment  imposed by this
Section 8 be reasonable in both duration and  geographic  scope and in all other
respects.  If for any reason any court of competent  jurisdiction shall find any
provisions of this Section 8  unreasonable  in duration or  geographic  scope or
otherwise,  the Executive and the Corporation  agree that the  restrictions  and
prohibitions  contained  herein shall be effective to the fullest extent allowed
under applicable law in such jurisdiction.

9. Successors.

9.1 The Executive.  This Agreement is personal to the Executive and, without the
prior express written consent of the Corporation, shall not be assignable by the
Executive,  except that the  Executive's  rights to receive any  compensation or
benefits  under this  Agreement  may be  transferred  or disposed of pursuant to
testamentary  disposition,  intestate  succession  or  pursuant  to a  qualified
domestic  relations  order.  This Agreement shall inure to the benefit of and be
enforceable   by   the   Executive's   heirs,    beneficiaries    and/or   legal
representatives.

9.2 The Corporation. This Agreement shall inure to the benefit of and be binding
upon the Corporation and its successors and assigns.  The Corporation  shall use
its reasonable best efforts to obtain from any successor to all or substantially
all of its business  and/or  assets,  whether  direct or indirect,  by purchase,
merger, consolidation, acquisition of stock, or otherwise, an assumption by such
successor of the obligations of the Corporation under this Agreement.

10. Miscellaneous.

10.1  Applicable  Law.  This  Agreement  shall be governed by and  construed  in
accordance  with  the  laws of the  State  of  Georgia,  without  regard  to the
principles of conflict of laws thereof.

10.2 Amendments/Waiver.  This Agreement may not be amended,  waived, or modified
otherwise than by a written agreement  executed by the parties to this Agreement
or their respective successors and legal representatives. No waiver by any party
to this  Agreement  of any breach of any term,  provision  or  condition of this
Agreement by the other party shall be deemed a waiver of a similar or dissimilar
condition or provision at the same time, or any prior or subsequent time.

10.3 Notices. All notices and other communications hereunder shall be in writing
and  shall  be  given  by   hand-delivery  to  the  other  party,  by  facsimile
transmission,  by overnight courier,  or by registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:

         If to the Executive:              Ms. Aurelia Waldon
                                           c/o Carson Products Company
                                           P.O. Box 22309
                                           Savannah, GA 31403


         If to the Corporation:            Carson Products Company
                                           71 A Ross Road
                                           Savannah, Georgia 31405
                                           Attention:


         with a copy to:                   Stephen W. Skonieczny, Esq.
                                           Milbank, Tweed, Hadley & McCloy
                                           1 Chase Manhattan Plaza,
                                           New York, New York 10005

or to such other  address as either  party shall have  furnished to the other in
writing in accordance  herewith.  Notices and communications  shall be effective
when actually received by the addressee.

10.4  Withholding.  The  Corporation may withhold from any amounts payable under
this  Agreement  such taxes as shall be required to be withheld  pursuant to any
applicable law or regulation.

10.5 Severability.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

10.6  Captions.  The captions of this  Agreement are not part of the  provisions
hereof and shall have no force or effect.

10.7 Entire Agreement.  This Agreement contains the entire agreement between the
parties to this  Agreement  concerning  the subject matter hereof and supersedes
all   prior   agreements,   understandings,    discussions,   negotiations   and
undertakings, whether written or oral, between the parties with respect thereto.

10.8 Survivorship.  The respective rights and obligations of the parties to this
Agreement  shall survive any  termination of this  Agreement or the  Executive's
employment hereunder for any reason.

                  IN  WITNESS  WHEREOF,  the  Executive  has  hereunto  set  the
Executive's hand and the Corporation has caused this Agreement to be executed in
its name on its behalf, all as of the day and year first above written.

                            CARSON PRODUCTS COMPANY



                            By: _____________________________


                            Name: ___________________________


                            Title: __________________________





                            ---------------------------------
                                         [Executive]