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                                                                  EXHIBIT 10.17
                                                                  -------------

         THE COSMETIC CENTER, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
                           Effective January 1, 1998



         1.  PURPOSE
             -------

         The purpose of The Cosmetic Center, Inc. Executive Deferred
Compensation Plan (the "Plan") is to enable a select group of management and
highly compensated executives of The Cosmetic Center, Inc. (or any successor
thereof) (the "Company") and its subsidiaries and affiliates (individually and
collectively, as the context may require, the "Company"), to defer compensation
in accordance with the terms and conditions set forth herein.

         2.  ADMINISTRATION
             --------------

                  (a) The Plan shall be administered by the Board of Directors
of the Company or by a committee of two or more persons appointed by such Board
(the Board serving in such function, or such committee, hereinafter called the
"Committee").

                  (b) The Committee shall have full power and authority to
administer the Plan and otherwise to perform the duties and responsibilities
specified hereunder. Without limitation by way of specification, the Committee
shall have the following specific powers and duties:

                           (i) to determine the employees who, from time to 
time, shall be eligible to participate in the Plan in accordance with Section 4;

                           (ii) to interpret the provisions of the Plan and make
any and all determinations arising thereunder;

                           (iii) to maintain such records as it shall deem 
necessary or appropriate for the proper administration of the Plan; and

                           (iv) to establish such rules and procedures not 
inconsistent with the terms of the Plan as it shall deem necessary or
appropriate to effectuate the purpose of the Plan.

         3. PLAN YEAR
            ---------

         The Plan Year shall be each calendar year.

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         4. ELIGIBLE EMPLOYEES
            ------------------

         The Committee shall determine, during the Plan Year and prior to the
Deferral Election Date (as defined in Section 5(e)), the employees who shall be
eligible to participate in the Plan for each such Plan Year and shall notify
such employees in writing at such time during each such Plan Year as the
Committee may determine. Initially, as of the effective date of January 1,
1998, eligible employees shall consist of those employees identified by the
Company, who are actively employed as of August 1, 1997, and who have been
notified in writing of their eligibility to participate in the Plan.

         5. COMPENSATION DEFERRALS
            ----------------------

                  (a) Subject to such restrictions and limitations as the
Committee may impose, each participant may elect, in writing on a form or forms
prescribed by the Committee ("Election Form") and at the time prescribed below,
to have the participant's employer defer payment of a maximum of 10% of their
annual base salary otherwise payable to the participant with respect to the
calendar year that would otherwise be payable to the participant but for the
participant's election hereunder.

                  (b) Each Election Form filed by the participant shall
specify, with respect to the compensation deferred thereby, the form in which
such deferred payments are to be made.

                  (c) A participant shall receive the payment of the deferred
amount upon termination of employment or Retirement (as defined in Section 7(b)
hereof)

                  (d) Except as otherwise provided herein, the form of payment
may be (i) a lump sum payment or (ii) any other form requested by the
participant and to which the Committee consents. If no form of payment is
specified on the Election Form, payment shall be made in a lump sum.

                  (e) For purposes of the Plan, the Deferral Election Date for
a Plan Year shall be the date established by the Committee, provided such date
is no later than the last day of the calendar year immediately preceding the
year for which such election is effective.



         6.  DEFERRED COMPENSATION ACCOUNT
             -----------------------------

         The Committee shall establish a memorandum account ("Deferred
Compensation Account") for each participant in the Plan. A participant's
Deferred Compensation Account shall be (i) credited with all amounts deferred
by the participant under the Plan as of the date such amounts would otherwise
have become payable to such participant, (ii) 

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increased to reflect the applicable interest rate, as described in Section 7,
and (iii) charged with any distributions made with respect to the participant
pursuant to Section 7.

         7.  PAYMENT OF DEFERRED COMPENSATION
             --------------------------------

                  (a) Except as otherwise provided in paragraphs (b) and (c)
below, the portion of a participant's Deferred Compensation Account relating to
any year's deferral of annual base salary, plus interest thereon computed in
accordance with paragraph (b) or (c) below, as applicable, shall be paid to the
participant by the Company at the time and in the manner specified in the
election form executed and filed by the participant with respect to such
deferral. Amounts remaining unpaid at the participant's death shall be paid to
the participant's beneficiary in accordance with Section 8.

                  (b) A participant's Deferred Compensation Account shall be
paid to the participant upon the earlier of Retirement (as defined below) or
upon termination of employment with the Company. Such portion shall be paid
together with interest accrued thereon, determined as if the funds had been
invested in shares of mutual funds selected by the Company or, in the
discretion of the Company, as if invested in shares of common stock of the
Company. "Retirement" shall occur when a participant leaves employment with the
Company and is eligible to receive an early or a normal retirement benefit
under The Cosmetic Center Employee Retirement Plan at the time that the
participant departs from the Company.

                  (c) If any portion of a participant's Deferred Compensation
Account is paid to the participant on account of the participant's voluntary
termination of employment other than for Retirement, or termination of
employment by the participant's employer for "misconduct" then such portion
shall be paid together with interest accrued thereon as provided in Section
7(b) of this Plan.

                  (d) For purposes of Sections 7(b) and (c) hereof "misconduct"
shall be defined as any action taken by a Participant (whether during active
employment or following retirement or termination of employment with the
Company) which is inimical to the Company's interests, as determined by the
Company in its sole discretion.

                  (e) In the event that a participant incurs an unforeseeable
emergency the Committee, in its sole discretion and upon written application of
such participant to the Committee, may authorize immediate payment of all or a
portion of such participant's Deferred Compensation Account, including interest
accrued thereon, as provided in Section 7(b) of this Plan, provided that such
payment shall in no event exceed the amount necessary to alleviate such
unforeseeable emergency. For purposes of this Plan, an unforeseeable emergency
is an unanticipated emergency that is caused by an event beyond the control of
the participant and that would result in severe financial hardship to the
participant if early withdrawal were not permitted.

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         8.  DESIGNATION OF BENEFICIARY
             --------------------------

         A participant may designate a beneficiary or beneficiaries to receive
after the participant's death any amount due to the participant hereunder by
executing a form prescribed by the Committee and delivering it to the Committee
at any time prior to the participant's death, and providing on such form the
manner in which any such death benefits are to be paid. A participant may
revoke or change the participant's beneficiary designation without the
beneficiary's consent by executing a new form and delivering it to the
Committee at any time and from time to time prior to the participant's death.
If a participant shall have failed to designate a beneficiary, or if no such
beneficiary shall survive the participant, then such amounts shall be paid to
the participant's estate. Payment shall be made in a lump sum as soon as
practicable following the participant's death.

         9.  OTHER EMPLOYEE BENEFITS
             -----------------------

         Any compensation deferred and any interest thereon paid under this
Plan shall not be includable in creditable compensation in computing benefits
under any employee benefit plan of the Company or its affiliates or
subsidiaries, except to the extent expressly provided for thereunder.

         10.  NO RIGHT TO EMPLOYMENT
              ----------------------

         Nothing contained herein shall be construed as conferring upon any
participant the right to continue in the employ of the Company.

         11.  DEFERRED COMPENSATION AS AN UNSECURED PROMISE; INSOLVENCY
              ---------------------------------------------------------

                           (a) The Company shall not be required to segregate 
any funds representing the Deferred Compensation Accounts of participants
hereunder, and nothing in this Plan shall be construed as providing for such
segregation.

                           (b)  Nothing in this Plan, and no action taken 
pursuant to its terms, shall create or be construed to create a trust or escrow
account of any kind, or a fiduciary relationship between the Committee or the
Company and any participant, beneficiary or any other person. The participants
and their beneficiaries and any other persons entitled to payment hereunder
shall rely solely on the unsecured promise of the Company to make the payments
required hereunder, but shall have the right to enforce such a claim as an
unsecured general creditor of the Company.

                           (c)  No Plan participant (or a beneficiary) shall 
have any preferred claim on, or any beneficial ownership interest in, any
assets of the Company. Any rights created under this Plan shall be mere
unsecured contractual rights of Plan participants (or their beneficiaries)
against the Company. Any assets held by the Company will be subject 

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to the claims of the Company's general creditors under federal and state law if
the Company is insolvent (as defined in paragraph (d) below).

                           (d)  If at any time the Committee has determined that
the Company is insolvent, the Committee shall discontinue payments to the Plan
participants (or their beneficiaries). The Company shall be considered
"insolvent" for purposes of this Plan if (I) the Committee determines that the
Company is unable to pay its debts as they become due, (ii) the Company is
subject to a pending proceeding as a debtor under the United States Bankruptcy
Code, or (iii) the Company is determined to be insolvent by the applicable
federal and /or state regulatory agency. At all times during the continuance of
the Plan, all amounts deferred under the Plan including any applicable interest
shall be subject to the claims of the general creditors of the Company under
federal and state law. The Committee shall resume payments to Plan participants
(or their beneficiaries) in accordance with the terms of this Plan only after
the Committee has determined that the Company is not insolvent (or is no longer
insolvent). Provided that there are sufficient assets, if the Committee
discontinues payments to Plan participants and subsequently resumes such
payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Plan participants or their
beneficiaries under the terms of this Plan for the period of such
discontinuance, less the aggregate amount of any payment made to Plan
participants (or their beneficiaries ) by the Company or any employer in lieu
of the payments provided for hereunder during any such period of
discontinuance.

         12.  WITHHOLDING
              -----------

         The Committee shall make provision for the reporting and withholding
of any U.S. federal, state or local taxes that may be required to be withheld
with respect to the payments or the amounts deferred by a participant under
this Plan and shall pay amounts withheld to the appropriate taxing authorities
or determine that such amounts have been reported, withheld and paid by the
company.

         13.  NO ASSIGNMENT
              -------------

         Amounts payable to any participant, beneficiary, or any other person
entitled to any payment hereunder may not be transferred, assigned (either at
law or in equity), anticipated, mortgaged, alienated, pledged, or otherwise
encumbered or subject to attachment, garnishment, levy, execution or other
legal or equitable process, whether or not voluntary, in advance of any such
payment and any attempt to do any of the foregoing shall be void. Except to the
extent required by law, no payment shall be subject to seizure for the payment
of public or private debts, judgments, alimony or separate maintenance, or be
transferable by operation of law in event of bankruptcy, insolvency or
otherwise.



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         14.  OBLIGATIONS TO THE COMPANY
              --------------------------

         If a participant or beneficiary becomes entitled to a payment under
this Plan, and if at such time the participant has outstanding any debt,
obligation, or other liability representing an amount owed to the Company, the
amount of such indebtedness or claim may be set off against the amounts
remaining to be paid to the participant or the participant's beneficiary.
Consent to such reduction or set off shall be evidenced by the participant's
signature on the Election Form.

         15.  AMENDMENT AND TERMINATION
              -------------------------

         The Company reserves the absolute right to amend or terminate the
Plan, in whole or in part, at any time and from time to time without prior
notice to any participant or beneficiary; provided that unless otherwise agreed
to by the participant no such amendment or termination shall affect the right
of any participant or beneficiary hereunder to receive payment of any amounts
deferred hereunder, together with interest thereon, prior to the date of such
amendment or termination, in accordance with the previously applicable
provisions of the Plan. Notwithstanding any other provision of this Plan, upon
termination of the Plan, the Company may, in its sole discretion, make
distribution of payments to all participants in such manner as the Company
shall determine.

         16.  NO THIRD PARTY RIGHTS
              ---------------------

         Nothing in this Plan shall be construed to create any rights hereunder
in favor of the beneficiary of any participant prior to the participant's death
or in favor of any other person (other than the Company and any participant) or
to limit the Company's right to amend or terminate the Plan in any manner to
the extent provided in Section 15, notwithstanding that such amendment or
termination might adversely affect potential rights of beneficiaries under the
Plan.

         17.  CLAIMS PROCEDURE
              ----------------

         The Committee establishes the following claims procedures in
accordance with applicable law in order to afford a reasonable opportunity to
any participant or beneficiary whose claim for payments under the Plan has been
denied for a full and fair review of the decision denying such claim. If a
claim for payments under the Plan is denied in whole or in part, the
participant (or beneficiary in the case the participant's death) will receive
written notification from the Committee. The notification will include the
specific reasons for the denial, a description of any additional information
needed to perfect the claim and an explanation of the claim review procedure.
Within 90 days after receiving the denial, the participant or beneficiary or a
duly authorized representative may submit a written request for reconsideration
of the claim to the Committee in accordance with Section 18. Any such request
should be accompanied by documents or records in support of the 

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appeal. The participant or beneficiary may review pertinent documents and
submit issues and documents in writing. If more time is needed, the Committee
may allow more than 90 days to file the request for review. The Committee will
review the claim and by its next scheduled meeting will provide a written
response to the appeal, explaining the reasons for the decision and the
specific provision(s) on which the decision was based. If the appeal is filed
within 30 days of the next scheduled Committee meeting, and there is not
sufficient time for review, the Committee will notify the participant or
beneficiary that the decision will be delayed until the next scheduled meeting.
The Committee shall have the exclusive right to determine any questions arising
in connection with the interpretation, application or administration of the
Plan, and its determination shall be conclusive and binding upon all parties
concerned including, without limitation, any participant or beneficiary.

         18.  NOTICE
              ------

         Any notice required or permitted to be made under this Plan shall be
sufficient if in writing and delivered, or sent by registered or certified
mail, to (i) in the case of notice to the Company or the Committee, the
principal office of the Company, directed to the attention of the Secretary of
the Committee, and (ii) in the case of a participant or the participant's
beneficiary, the participant's (or such beneficiary's) mailing address
maintained in the Company's personnel records. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of the
date shown on the postmark or on the receipt for registration certification.

         19.  VALIDITY
              --------

         In the event any provision of this Plan is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of this Plan.

         20.  DISTRIBUTION OF PLAN AND AMENDMENTS: ACKNOWLEDGMENTS
              -----------------------------------------------------

         (a) The Committee shall furnish each participant with a copy of this
Plan prior to the participant's initial deferral election hereunder. In
addition, the Committee shall furnish each participant, or in the case of a
deceased participant, the participant's beneficiary, with a copy of any
amendment of this Plan.

         (b) Each participant, prior to or simultaneously with the
participant's initial deferral election, shall acknowledge receipt of a copy of
the Plan. Such acknowledgment shall constitute an agreement by the participant
that the participant, the participant's beneficiary and any representatives
shall be bound by all of the terms and conditions of the Plan.



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         21.  GOVERNING LAW
              -------------

         Except to the extent preempted by Federal law, this Plan shall be
governed by and construed in accordance with the laws of the State of Maryland.

         IN WITNESS WHEREOF, the Company has caused this The Cosmetic Center,
Inc. Executive Deferred Compensation Plan to be adopted on this 10th day of
December, 1997.


                                   THE COSMETIC CENTER, INC.



                                   BY: /s/ I. HOWARD DIENER
                                       ------------------------------