Intercreditor Confirmation Letter dated December 29,2005



 Exhibit 10.39 
  
 December 29, 2005 
  
 Del Laboratories, Inc. 
 178 EAB Plaza

 P.O. Box 9357 
 Uniondale, NY
11553-9357 
  
  
 Wells Fargo Bank, N.A. 
 Corporate Trust Services 
 213 Court Street, Suite 703 
 Middletown, CT 06467 
  
 Attention: Joseph P. O’Donnell 
  
 Ladies and Gentlemen: 
  
 Reference is hereby made to the (a) Intercreditor Agreement, dated as of October 28, 2005 (as heretofore amended, supplemented or otherwise
modified from time to time, the “Intercreditor Agreement”), among Del Laboratories, Inc., the other Grantors from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent under the Initial Credit Agreement and
as Credit Facility Collateral Agent and Wells Fargo Bank, National Association, as Trustee and Note Collateral Agent, (b) Credit Agreement, dated as of October 28, 2005 (as heretofore amended, supplemented or otherwise modified from time
to time, the “Initial Credit Agreement”), among DLI Holding II Corp., Del Laboratories, Inc., the several banks and other financial institutions or entities from time to time parties thereto, J.P. Morgan Securities Inc., as sole
lead arranger and sole bookrunner, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereunder and (c) Credit Agreement, dated as of December 28, 2005 (as heretofore amended, supplemented or otherwise modified from
time to time, the “New Credit Agreement”), among DLI Holding II Corp., Del Laboratories, Inc., the several banks and other financial institutions or entities from time to time parties thereto, J.P. Morgan Securities Inc., as sole
lead arranger and sole bookrunner, and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereunder. All capitalized terms used herein that are defined in the Intercreditor Agreement and that are not otherwise defined herein shall
have the respective meanings ascribed thereto in the Intercreditor Agreement. 
  
 This letter confirms that (i) the New Credit Agreement is the Permanent ABL Facility as defined in the Intercreditor Agreement, (ii) the Initial Credit Agreement has been refinanced under the Permanent ABL
Facility, (iii) the Permanent ABL Facility includes, among other things, a Lien Sharing and Priority Confirmation and provides for JPMorgan Chase Bank, N.A. to hold Credit Facility Liens as agent for the benefit of the holders of Credit
Facility Lien Obligations and (iv) Section 3.4(c) of the Intercreditor Agreement provides that JPMorgan Chase Bank, N.A. in its capacity as such agent will concurrently and automatically succeed to the rights, powers and duties of the
predecessor Credit Facility Collateral Agent under the Intercreditor Agreement, whether or not it assumes such rights, powers or duties and without any requirement of notice to or consent by any of the parties thereto. Please kindly indicate your
acceptance and acknowledgement of this letter by executing the signature page below. 
  
 The provisions of Section 3 of the Intercreditor Agreement, to the extent pertaining to the agreements set forth herein or any matter or dispute arising hereunder, shall apply with like effect to such agreements.








 Each of the undersigned has caused this Letter to be duly executed and delivered as of
the date first above written. 
  

			
	DLI HOLDING II CORP.
		
	 By:
	 	 /s/    Charles J. Hinkaty        


	 	 	Title: President and Chief Executive Officer
	 	 	 
	
	DEL LABORATORIES, INC.
		
	 By:
	 	 /s/    Joseph Sinicropi        


	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	
	DEL PHARMACEUTICALS, INC.
		
	 By:
	 	 /s/    Joseph Sinicropi        


	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	
	DEL PROFESSIONAL PRODUCTS, INC.
		
	 By:
	 	 /s/    Joseph Sinicropi        


	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	
	ROYCE & RADER, INC.
		
	 By:
	 	 /s/    Joseph Sinicropi        


	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	
	565 BROAD HOLLOW REALTY CORP.
		
	 By:
	 	 /s/    Joseph Sinicropi        


	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 	 
	
	PARFUMS SCHIAPARELLI, INC.
		
	 By:
	 	 /s/    Joseph Sinicropi        


	 	 	Title: Executive Vice President and Chief Financial Officer


  
  







 Accepted and Acknowledged to as of the date first written above by: 
  
 WELLS FARGO BANK, NATIONAL ASSOCIATION 
 as Trustee and as Note Collateral Agent 
  

			
		
	 By:
	 	 /s/    Joseph P. O’Donnell        


	 	 	Name:  Joseph P. O’Donnell
	 	 	Title:    Vice President

  
  
 Accepted and Acknowledged to as of the date first written above by: 
  
  

			
	 JPMORGAN CHASE BANK, N.A.,

	 as Administrative Agent under the New Credit Agreement

		
	 By:
	 	 /s/    Paul J. O’Neill        


	 	 	Name:  Paul J. O’Neill
	 	 	Title:    Senior Vice President