EMPLOYMENT AGREEMENT

                  This Agreement (this  "Agreement"),  dated as of July 1, 1998,
is made by and among  Carson  Products  Company,  a  Delaware  corporation  (the
"Corporation"), and Mr. Gregory Andrews (the "Executive").


                                    Recitals

                  1. The  Corporation  desires to employ the  Executive as Chief
Executive Officer 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 Chief Executive
Officer 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 "Affiliate" means any person or entity of any kind effectively  controlling,
effectively   controlled  by  or  under   effective   common  control  with  the
Corporation.

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

1.3 "Cause"  means (a) the  Executive is convicted of a felony  involving  moral
turpitude,  (b) the Executive  commits a willful serious act intending to enrich
himself  at  the  expense  of  the  Corporation  or any  Affiliate,  or (c)  the
Executive, in carrying out his duties and responsibilities under this Agreement,
engages in gross negligence or willful misconduct which, in either case, results
in material harm to the Corporation and/or any Affiliate. The Executive shall be
deemed not to have engaged in gross  negligence or willful  misconduct if he has
acted in the good faith belief that the action taken is in the best interests of
the Corporation.  

1.4 "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 medical opinion of an independent medical physician
selected in good faith by the Corporation.

1.5 "Change in Control" shall mean and be deemed to have occurred if:

(a) any Person,  excluding the Permitted Holders,  is or becomes the "Beneficial
Owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934 (the  "Exchange  Act")),  directly or  indirectly,  of more than 50% of the
total Voting Stock of the Corporation; or

(b) the Corporation consolidates with, or merges with or into, another Person or
sells,  assigns,  conveys,  transfers,  leases or  otherwise  disposes of all or
substantially  all of the assets of the Corporation to any Person, or any Person
consolidates  with,  or merges with or into the  Corporation,  in any such event
pursuant  to a  transaction  in  which  the  outstanding  Voting  Stock  of  the
Corporation  is  converted  into or  exchanged  for  cash,  securities  or other
property,   other  than  any  such  transaction  where  immediately  after  such
transaction no Person,  excluding  Permitted Holders, is the "Beneficial Owner,"
(as  defined in Rules  13d-3 and 13d-5  under the  Exchange  Act),  directly  or
indirectly,  of more  than 50% of the total  Voting  Stock of the  surviving  or
transferee corporation. 

1.6  "Parent"  means any  corporation  which has a direct or  indirect  legal or
beneficial  ownership  interest  in  the  Corporation,  but  only  if  any  such
corporation owns or controls, directly or indirectly,  stock possessing at least
50%  of the  total  combined  voting  power  of  all  classes  of  stock  of the
Corporation.

1.7 "Permitted  Holders" means (i) DNL Partners  Limited  Partnership;  (ii) DNL
Group,  LLC; (iii)  Morningside  Capital Group,  LLC; (iv) Vincent A. Wasik,  S.
Garrett  Stonehouse  and  Lawrence E.  Bathgate,  II or any of their  respective
spouses  or  lineal  descendants;  (v) any  controlled  affiliate  of any of the
Persons or entities  described in clauses (i), (ii), (iii) and (iv); (vi) in the
event of the incompetence or death of any of the individuals described in clause
(iv), such Person's estate, executor, administrator, committee or other personal
representative, in each case who at any particular date will beneficially own or
have  the  right  to  acquire,  directly  or  indirectly,  capital  stock of the
Corporation;  or (vii) any trusts created for the benefit of each of the persons
or entities described in this definition, including any trust for the benefit of
the parents or siblings of any of the  individuals  described  in clause (iv) or
any trust for the benefit of any such trust.

1.8 "Person" shall have the meaning  ascribed  thereto in Section 3(a)(9) of the
Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof;
provided, however, a Person shall not include (i) the Corporation,  Carson, Inc.
or their affiliates,  (ii) a trustee or other fiduciary holding securities under
an employee  benefit plan of the Corporation,  Carson,  Inc. or their affiliates
(in its capacity as such), (iii) an underwriter  temporarily  holding securities
pursuant  to an  offering  of  such  securities,  or (iv) a  corporation  owned,
directly or indirectly,  by the stockholders of the Corporation or Carson,  Inc.
in substantially  the same character and proportions as their ownership of stock
of the Corporation or Carson, Inc.

1.9 "Subsidiary" means any corporation (other than the Corporation) in which the
Corporation or any Parent has a direct or indirect legal or beneficial ownership
interest, but only if the Corporation or the Parent, as the case may be, owns or
controls,  directly or  indirectly,  stock  possessing at least 20% of the total
combined voting power of all classes of stock in any such corporation.

1.10 "Voting Stock" shall mean any class or classes of capital stock pursuant to
which  the  holders  thereof  have  the  general  voting  power  under  ordinary
circumstances to elect the Board (or persons  performing  similar functions) for
such Person.

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
Chief Executive Officer 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 July 1, 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").
The Term of  Employment  shall be extended for  additional  one-year  periods if
neither the Executive nor the  Corporation  has notified the other in writing at
least six months  prior to the end of the then Term of  Employment,  as the same
may have been extended at such time,  that the Term of  Employment  shall not be
extended  or  further  extended,  as the  case may be,  for any such  additional
one-year period. 

4. Positions, Responsibilities and Duties.

4.1 Positions and Duties. During the Term of Employment,  the Executive shall be
employed and shall serve as Chief Executive Officer of the Corporation.  In such
position,  the Executive shall have the duties,  responsibilities  and authority
designated  by  the  Board,   which  shall  be   consistent   with  the  duties,
responsibilities  and authority  generally  afforded to an individual serving as
the chief executive officer of a company of comparable size. The Executive shall
serve under the direction and  supervision  of the Board and shall report to the
Board or the Board's designees. As soon as reasonably practicable after the date
hereof,  the  Corporation  shall use its  reasonable  best  efforts to elect the
Executive as a member of the Board and the board of  directors  of Carson,  Inc.
and, during the Term of Employment,  shall nominate the Executive for reelection
to the  Board  and the board of  directors  of  Carson,  Inc.  Immediately  upon
termination of the  Executive's  employment  with the Corporation for any reason
the Executive shall resign, and shall be deemed to have resigned, from the Board
and the board of directors of Carson, Inc.

4.2 Attention to Duties and Responsibilities. During the Term of Employment, the
Executive shall devote his full business time to the business and affairs of the
Corporation and the Executive  shall use his best efforts,  ability and fidelity
to  perform   faithfully  and  efficiently   the  duties  and   responsibilities
contemplated by this Agreement;  provided,  however, that the Executive shall be
allowed,  to the extent such activities do not substantially  interfere with the
performance by the Executive of his duties and  responsibilities  hereunder,  to
(a)  manage  the  Executive's  personal  affairs,  and (b)  serve on  boards  or
committees of civic or charitable organizations or trade associations.

5. Compensation and Other Benefits.

5.1 Base Salary.  During the Term of Employment,  the Executive  shall receive a
base salary of $300,000 per annum ("Base Salary") payable in accordance with the
Corporation's  normal  payroll  practices.  Such Base  Salary  shall be reviewed
annually for increase in the sole  discretion of the Board.  Such Base Salary as
so increased shall then constitute the Executive's "Base Salary" for purposes of
this Agreement. Once increased, such Base Salary may not thereafter be decreased
without the consent of the Executive.

5.2 Signing and Annual Bonus.  Within five (5) business days after the execution
of this Agreement,  the Corporation  shall pay the Executive a one-time  signing
bonus  equal to  $150,000.  In  addition,  during  the Term of  Employment,  the
Executive  shall be  eligible to receive a target  annual  bonus equal to 50% of
such Executive's Base Salary if the Corporation attains target performance goals
established  in good faith by the Board's  Compensation  Committee  (the "Annual
Bonus");  provided,  however,  that in respect of the Corporation's  1998 fiscal
year the  Executive  shall be  entitled to receive a  guaranteed  bonus equal to
$300,000 (the "Guaranteed Bonus"). 

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, the 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 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.  The
Executive  shall be  entitled  to life  insurance  coverage,  during the Term of
Employment,  having a death benefit equal to $5,000,000,  to the extent that the
Executive  is  and  remains   insurable   and  such  coverage  is  available  at
commercially reasonable rates.

5.5 Stock Option Grants. The Executive shall be entitled to receive stock option
grants  which,  subject to the terms and  provisions  of the Carson,  Inc.  1996
Long-Term  Incentive Plan and any award or grant agreement executed  thereunder,
provides the Executive an opportunity  to acquire  250,000 Class A common shares
of Carson,  Inc.  Such grants  will be made,  subject to approval by the Carson,
Inc. Compensation Committee, as follows:

(a) An option to acquire 150,000 shares of Class A common stock of Carson,  Inc.
shall be granted as soon as practicable  after the execution of this  Agreement.
Such option shall have a per share exercise price equal to the fair market value
of a share of such  Class A common  stock on the date of grant and shall  become
exercisable as to 75,000  underlying  shares on each of July 1, 1999 and July 1,
2000 if the Executive is then employed by the Corporation. In the event that the
Executive dies or is terminated by the  Corporation due to Disability or without
Cause during the Term of Employment the option shall become exercisable as to an
aggregate number of underlying shares (inclusive of those already exercisable by
the Executive) equal to 150,000 shares  multiplied by a fraction,  the numerator
of which is the number of full months during which the Executive was employed by
the  Corporation  after July 1, 1998 and the  denominator  of which is 24.  Such
option shall remain exercisable as to such resulting number of underlying shares
for one year  after  the date of any such  termination  of  employment,  but not
beyond the stated expiration date of such option.

(b) An option to acquire  50,000 shares of Class A common stock of Carson,  Inc.
shall be granted as soon as practicable  after the execution of this  Agreement.
Such option shall have a per share exercise price equal to the fair market value
of a share of such  Class A common  stock  on the  date of  grant  and  shall be
exercisable in full upon grant.  

(c) An option to acquire  50,000 shares of Class A common stock of Carson,  Inc.
shall be recommended  to the Carson,  inc.  compensation  committee for grant in
January,  1999.  Such option shall be  recommended  to become  exercisable as to
25,000  underlying  shares on each of July 1, 1999 and July 1, 2000 and shall be
recommended to have an exercise price equal to that of the stock options granted
pursuant to Section 5.5(a) and (b) above.  It shall also be recommended  that in
the event that the Executive  dies or is terminated  by the  Corporation  due to
Disability  or without  Cause  during the Term of  Employment  the option  shall
become  exercisable as to an aggregate number of underlying shares (inclusive of
those already exercisable by the Executive) equal to 50,000 shares multiplied by
a fraction, the numerator of which is the number of full months during which the
Executive was employed by the Corporation after July 1, 1998 and the denominator
of which is 24. It shall  also be  recommended  that such  option  shall  remain
exercisable as to such resulting number of underlying  shares for one year after
the date of any such  termination  of  employment,  but not  beyond  the  stated
expiration date of such option.

(d)  The  Executive  shall,  at  the  sole  discretion  of the  Board  or a duly
authorized  committee thereof, be eligible to receive additional option or other
equity  based  grants  consistent  with any  applicable  compensation  plans and
practices.

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 his 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. In addition,
during the Term of  Employment,  the  Executive  shall be entitled to receive an
annual  reimbursement  of up to $20,000 for his son's actual private high school
level tuition expense.

5.7 Vacation and Fringe Benefits.  During the Term of Employment,  the Executive
shall be  entitled  to four  weeks  paid  vacation  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  Colgate  Phantom  Awards.  The  Executive  shall be entitled to receive the
phantom awards set forth in the SAR Units and Phantom Stock Agreement,  dated of
even date  herewith,  by and  between  the  Executive  and the  Corporation,  in
accordance with and subject to the terms and provisions set forth therein.  Such
agreement is attached hereto as Exhibit A.

5.9 Relocation. The Corporation shall reimburse the Executive for all reasonable
expenses  incurred  by him in  respect of moving his  furnishings  and  personal
effects to Savannah, Georgia or its vicinity. In addition, the Corporation,  for
a period of four months,  shall reimburse the Executive for reasonable temporary
Savannah (or vicinity)  lodging expenses incurred by him. To the extent any such
reimbursable expenses are not deductible by the Executive, the Corporation shall
increase  such  reimbursement  payments  such  that,  after the  payment  by the
Executive of all income taxes  attributable  thereto,  the Executive  retains an
amount of such relocation reimbursement payments equal to the amount of any such
non-deductible reimbursable relocation expenses.

6. Termination.

6.1 Termination  Due to Death. In the event of the Executive's  death during the
Term  of  Employment,  the  Term  of  Employment  shall  thereupon  end  and the
Executive,  his estate or other legal representative,  as the case may be, shall
only be entitled to the pro-rata  stock option  accelerated  exercisability  set
forth in (and in accordance  with) the last two sentences of Sections 5.5(a) and
5.5(c) above, and:

(a) (i) Base Salary  continuation  at the rate in effect (as provided in Section
5.1 of  this  Agreement)  on the  date of  termination  for a  one-month  period
commencing on such date of  termination,  and (ii) the Guaranteed  Bonus if such
termination occurs prior to January 1, 1999.

(b) any Base Salary  accrued to the date of termination or any prior fiscal year
Annual Bonus actually  awarded,  but not yet paid as of the date of termination;

(c)  reimbursement  for all expenses (under Section 5.6) incurred as of the date
of  termination,  but not yet  paid as of the date of  termination;  and 

(d) (i)  continuation  of the  Executive's  welfare  benefits  (as  described in
Section 5.4 of this Agreement) at the level in effect on the date of termination
for the one-month period following the termination of the Executive's employment
due to death to the extent permitted under the Corporation's  plans and programs
at commercially  reasonable costs, and (ii) any other  compensation and benefits
as may be provided in accordance with the terms and provisions of any applicable
plans, programs or agreements, if any, of the Corporation.

6.2  Termination  Due to  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 termination due to Disability
during the Term of Employment,  the Term of Employment  shall  thereupon end and
the Executive,  or his legal  representative,  as the case may be, shall only be
entitled to the pro-rata stock option accelerated  exercisability,  set forth in
(and in accordance  with) the last two  sentences of Sections  5.5(a) and 5.5(c)
above, and:

(a) (i) Base Salary  continuation  at the rate in effect (as provided in Section
5.1 of this Agreement) on the date of termination until the Executive  commences
receiving  benefit  payments  under  the  Corporation's   long-term   disability
insurance  plan or  program  (such  continuation,  however,  not to  exceed  six
months),  and (ii) the  Guaranteed  Bonus if such  termination  occurs  prior to
January 1, 1999.

(b) any Base Salary  accrued to the date of termination or any prior fiscal year
Annual Bonus actually  awarded,  but not yet paid as of the date of termination;

(c)  reimbursement  for all expenses (under Section 5.6) incurred as of the date
of  termination,  but not yet  paid as of the date of  termination;  and 

(d) (i)  continuation  of the  Executive's  welfare  benefits  (as  described in
Section 5.4 of this Agreement) at the level in effect on the date of termination
for the six-month period following the termination of the Executive's employment
due to  Disability to the extent  permitted  under the  Corporation's  plans and
programs at commercially  reasonable costs, and (ii) any other  compensation and
benefits as may be provided in accordance  with the terms and  provisions of any
applicable plans, programs or agreements, if any, of the Corporation.

6.3 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 during the Term of Employment,  the
Term of  Employment  shall  thereupon  end as set forth below and the  Executive
shall only be entitled to:

(a) Base Salary up to and including the date of termination;

(b) any prior fiscal year Annual Bonus actually awarded,  but not yet paid as of
the date of termination;  

(c)  reimbursement  for all expenses (under Section 5.6) incurred as of the date
of termination, but not yet paid as of the date of termination; and

(d) any other  compensation  and benefits as may be provided in accordance  with
the terms and provisions of any  applicable  plans,  programs or agreements,  if
any, of the Corporation or any Subsidiary.

6.4 Termination  Without Cause Prior to a Change in Control.  Upon 15 days prior
written notice to the Executive,  the  Corporation may terminate the Executive's
employment  hereunder  without  Cause  prior to the  occurrence  of a Change  in
Control.  If the  Corporation  terminates the Executive's  employment  hereunder
without Cause (other than due to death, Disability or the expiration of the Term
of  Employment)  during the Term of Employment  and prior to the occurrence of a
Change in Control,  the Term of Employment shall thereupon end and the Executive
shall only be entitled to the pro-rata stock option  accelerated  exercisability
set forth in (and in accordance  with) the last two sentences of Sections 5.5(a)
and 5.5(c) above, and:

(a) (i) Base Salary  continuation  at the rate in effect (as provided in Section
5.1 of this  Agreement) on the date of termination  for an eighteen month period
commencing on such date of  termination,  and (ii) the Guaranteed  Bonus if such
termination occurs prior to January 1, 1999;

(b) any Base  Salary  accrued or any prior  fiscal year  Annual  Bonus  actually
awarded,  but not yet paid as of the date of termination;  

(c)  reimbursement  for all expenses (under Section 5.6) incurred as of the date
of termination, but not yet paid as of the date of termination;

(d)  continuation  of the  welfare  benefits of the  Executive,  at the level in
effect  (as  provided  for by  Section  5.4 of this  Agreement)  on the  date of
termination for the eighteen month period commencing on the date of termination;

(e) accelerated exercisability of the SAR Units and settlement and redemption of
the  Phantom  Shares  awarded  to the  Executive  pursuant  to the SAR Units and
Phantom Stock  Agreement,  in accordance with the terms and provisions  thereof;
and

(f) any other  compensation  and benefits as may be provided in accordance  with
the terms and provisions of any  applicable  plans,  programs or agreements,  if
any, of the Corporation or any Subsidiary.

6.5  Voluntary  Termination.  The  Executive  may  effect,  during  the  Term of
Employment and upon 30 days prior written notice to the Corporation, a voluntary
termination  of his  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 his employment by the Corporation for Cause.

6.6 Termination  Without Cause on or Subsequent to a Change in Control.  Upon 30
days prior written notice to the Executive,  the  Corporation  may terminate the
Executive's   employment  hereunder  without  Cause  on  or  subsequent  to  the
occurrence of a Change in Control. If the Corporation terminates the Executive's
employment  hereunder without Cause (other than due to death,  Disability or the
expiration of the Term of  Employment)  during the Term of Employment  and on or
subsequent  to the  occurrence  of a Change in Control,  the Term of  Employment
shall  thereupon  end and the  Executive  shall only be entitled to the pro-rata
stock option  accelerated  exercisability  set forth in (and in accordance with)
the last two sentences of Sections 5.5(a) and 5.5(c) above,  and: 

(a) in lieu of any further salary and annual bonus payments to the Executive for
periods subsequent to the date of termination,  the Corporation shall pay to the
Executive a lump sum severance  payment,  in cash, equal to two times the sum of
(i) the highest Base Salary paid or payable to the  Executive  during the twelve
month  period  immediately  preceding  the month in which the  Change in Control
occurs,  and (ii)  the  annual  bonus  paid or  determined  and  payable  to the
Executive during such twelve month period.

(b) any Base  Salary  accrued or any prior  fiscal year  Annual  Bonus  actually
awarded,  but not yet paid as of the date of termination;  

(c)  reimbursement  for all expenses (under Section 5.6) incurred as of the date
of termination, but not yet paid as of the date of termination;

(d)  continuation  of the  welfare  benefits of the  Executive,  at the level in
effect  (as  provided  for by  Section  5.4 of this  Agreement)  on the  date of
termination for the two year period commencing on the date of termination;

(e) accelerated exercisability of the SAR Units and settlement and redemption of
the  Phantom  Shares  awarded  to the  Executive  pursuant  to the SAR Units and
Phantom Stock  Agreement,  in accordance with the terms and provisions  thereof;
and

(f) any other  compensation  and benefits as may be provided in accordance  with
the terms and provisions of any  applicable  plans,  programs or agreements,  if
any, of the Corporation or any Subsidiary.

6.7 No  Mitigation;  No Offset.  In the event of any  termination  of employment
under this Section 6, the  Executive  shall be under no obligation to seek other
employment  and there shall be no offset  against any amounts due the  Executive
under  this  Agreement  on  account  of  any  remuneration  attributable  to any
subsequent  employment that the Executive may obtain. Any amounts due under this
Section 6 are in the nature of severance  payments,  or liquidated  damages,  or
both, and are not in the nature of a penalty.

6.8 Statements by the Executive or the Corporation.  Subject to the requirements
of any  applicable  securities  or other laws or as may otherwise be required in
the performance of his duties  hereunder,  the Executive agrees that, during and
after the Term of  Employment,  he shall not at any time make any  statement  or
representation,  written or oral,  (a) which the Executive  knows or should know
will,  or which he knows or  should  know is  reasonably  likely  to,  impair or
adversely  affect in any way the reputation,  good will,  business,  customer or
supplier relationships,  or public relations of the Corporation, any Parent, any
Subsidiary 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 Parent,  any Affiliate  and/or any Subsidiary,  (ii) an
employee of the  Corporation,  any Parent,  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 Parent, 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, or (b) which the Executive
knows or should know will, or is reasonably  likely to, cause to be brought into
disrepute  the  name  of  the  Corporation,  any  Parent,  any  Subsidiary,  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 Parent, any Affiliate and/or any Subsidiary,  (ii) an employee
of the Corporation,  any Parent,  any Affiliate and/or any Subsidiary,  (iii) an
Owner, and/or (iv) an owner,  employee,  director,  partner,  representative of,
and/or advisor to, any such Owner (other than,  with respect to both (a) and (b)
above, any statement or representation pursuant to or under any order or request
issued by (A) a court of competent jurisdiction, (B) any governmental authority,
or  (C)  any   recognized   subpoena   power).   

6.9 Excise Tax Limitation. Notwithstanding any other provision of this Agreement
to the  contrary,  in the event that any payments or benefits  received or to be
received by the Executive in connection with the Executive's employment with the
Corporation (or  termination  thereof) would subject the Executive to the excise
tax imposed under Section 4999 of the Internal  Revenue Code of 1986, as amended
(the "Excise Tax"), and if such payments or benefits less the Excise Tax is less
than the maximum  amount of the  payments or benefits  which could  otherwise be
payable to the Executive  without the imposition of the Excise Tax, then, to the
extent  necessary to eliminate  the  imposition of the Excise Tax, (a) such cash
payments and benefits shall first be reduced (if necessary, to zero) and (b) all
other non-cash payments and benefits shall next be reduced.

7.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or limit
the  Executive's  continuing  or future  participation  in any  benefit,  bonus,
incentive or other plan or program provided or maintained by the Corporation and
for which the Executive may be eligible and qualify,  nor shall anything  herein
limit or otherwise  prejudice  such rights as the  Executive  may have under any
future agreements with the Corporation and/or any Affiliate,  including, without
limitation, any stock option agreements.

8.  Resolution  of Disputes.  With the  exception of  proceedings  for equitable
relief  brought  pursuant to Section 9.4 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
Savannah,  Georgia (or such other location as the  Corporation and the Executive
shall agree to in writing),  in accordance  with the rules and procedures of the
American   Arbitration    Association.    

9.   Confidential    Information   and  Noncompetition. 

9.1  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 his duties under this Agreement). The Executive
shall also  immediately  notify the Board if he  becomes  aware of any  material
unauthorized use or disclosure of any material  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 shall also proffer
to the Board's designee, immediately upon any termination of his 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 his control at such time.  In addition,  the
Executive  shall at all times use his best efforts  carefully  to safeguard  any
Confidential Information in the Executive's possession or under his control. For
purposes  of  this  Agreement,   "Confidential   Information"   shall  mean  all
information  respecting  the business and  activities  of the  Corporation,  any
Parent  and/or any  Subsidiary,  including,  without  limitation,  the terms and
provisions of this  Agreement,  the clients,  customers,  suppliers,  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  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 9.1 or any other  obligation the Executive
owes to the Corporation, any Parent and/or any Subsidiary).

9.2  Noncompetition.  The Executive,  during the Term of Employment  and, if his
employment  with the Corporation is terminated for any reason (other than due to
death or Disability,  or by the Corporation  without Cause), for 18 months after
the date of any such termination,  shall not, directly or indirectly,  within or
with respect to the United  States of America or Africa (a) engage,  without the
prior express written consent of the  Corporation,  in any business or activity,
whether as an employee,  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,  with respect to any of its  activities  that,  directly or  indirectly,
compete 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
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.  

9.3  Nonsolicitation.  Other  than in the  performance  of his  duties  with the
Corporation, the Executive, during the Term of Employment and, if his employment
with the  Corporation  is terminated  for any reason (other than due to death or
Disability,  or by the Corporation  without Cause), for 18 months after the date
of any such termination,  shall not, directly or indirectly, (a) take any action
to solicit or divert any 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 9.3, 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 has expended
time or resources which are not  insignificant in amount or kind in,  soliciting
or is in preparation for soliciting, 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
marketing  arrangements,  licensing  arrangements,  manufacturing  arrangements,
and/or distribution arrangements (the "Products"). 

9.4  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 9 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 9, 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 he shall not, in any
equity  proceeding  relating to the  enforcement of the terms of this Section 9,
raise the defense that the Corporation has an adequate remedy at law.

9.5  Special  Severability.  The  terms  and  provisions  of this  Section 9 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 9 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 9  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. 

10. Successors.

10.1 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.

10.2 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.

11. Indemnification.

                  The Executive  shall be entitled to the fullest  extent to the
liability and expense  indemnification under Delaware state law, as the same may
be amended from time to time.

12. Miscellaneous.

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

12.2 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.  

12.3 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:                    Mr. Gregory Andrews
                                              [Address]


      with a copy to:                         Larry Cagney, Esq.
                                              Debevoise & Plimpton
                                              875 Third Avenue
                                              New York, New York  10022

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


      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.

12.4  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.

12.5 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. 

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

12.7 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.

12.8 Representation.  The Executive represents and warrants that the performance
of the Executive's  duties and obligations under this Agreement will not violate
any agreement  between the Executive  and any other person,  firm,  partnership,
corporation, or organization.

12.9 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.


12.10 Counterparts. This Agreement may be executed in several counterparts, each
of which  shall be  deemed to be an  original,  but all of which  together  will
constitute one and the same instrument.

                  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:__________________________


                       -------------------------------
                                 Gregory Andrews