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                                                                             10

                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT dated as of June 8, 1998 (this "Agreement")
between The Cosmetic Center , Inc., a Delaware corporation (the "Company"), and
Mary Elizabeth Burton (the "Executive").

         The Company wishes to employ the Executive, and the Executive wishes
to accept such employment, on the terms and conditions set forth in this
Agreement.

         Accordingly, the Company and the Executive hereby agree as follows:

    1. Employment, Duties and Acceptance.

         1.1 Employment, Duties. The Company hereby employs the Executive for
the Term (as defined in Section 2.1) to render exclusive and full-time services
to the Company or any subsidiary thereof as President and Chief Executive
Officer of the Company, and to perform such other duties consistent with such
position as may be assigned to the Executive by the Chairman or the Board of
Directors of the Company. The Executive shall be permitted to serve on the
Board of Directors of no more than two (2) publicly traded corporations (which
as of the date hereof consist of Staples, Inc. and Gantos, Inc. ), provided
that (i) the business conducted by any of such corporations is not competitive
with the business of the Company or one of its affiliates and (ii) prior to
being elected or appointed to a Board of Directors, the Executive shall have
received the approval of the Chairman of the Company. The Executive serving on
the Board of Directors of Staples, Inc. and Gantos, Inc. are hereby approved.
For each of such two (2) Board of Directors the Executive may serve on, the
Executive shall not spend more than fourteen (14) business days per year on
matters relating to each of such two Board of Directors.

         1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy and skill to
such employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive further agrees to accept
election, and to serve during all or any part of the Term, as an officer or
director of the Company and of any subsidiary or affiliate of the Company,
without any compensation therefor other than that specified in this Agreement,
if elected to any such position by the shareholders or by the Board of
Directors of the Company or of any subsidiary or affiliate, as the case may be.
The Executive hereby represents and warrants that the Executive is not subject
to any confidentiality or non-compete provisions except as set forth in this
Agreement or otherwise with the Company.

         1.3 Location. The duties to be performed by the Executive hereunder
shall be performed primarily at the offices of the Company in the Columbia,
Maryland metropolitan area subject to reasonable travel requirements to New
York City and other locations on behalf of the Company.

<PAGE>


    2. Term of Employment; Certain Post-Term Benefits.

         2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence on June 8, 1998, and shall end on
December 31, 2000, or such later date to which the Term is extended pursuant
to Section 2.2.

         2.2 End-of-Term Provisions. The Company and the Executive may give
notice of non-renewal of the Term at any time. In the event the Company gives
notice of non-extension of the Term on or after December 31, 1999, the Term
automatically shall be extended so that it ends twelve months after the last
day of the month in which the Company gives such notice. From and after
December 31, 2000, unless and until the Company or the Executive gives written
notice of non-extension to the other party pursuant to this Section 2.2, the
Term automatically shall be extended day-by-day; upon the giving of notice of
non-extension by the Company, the Term automatically shall be extended so that
it ends twelve months after the last day of the month in which the Company
gives such notice.

         2.3 Special Curtailment. The Term shall end earlier than the original
December 31, 2000, termination date provided in Section 2.1 or any extended
termination date provided in Section 2.2, in either case, if sooner terminated
pursuant to Section 4. Non-extension of the Term shall not be deemed to be a
wrongful termination of the Term or this Agreement by the Company pursuant to
Section 4.4.

    3. Compensation; Benefits.

         3.1 Salary. As compensation for all services to be rendered pursuant
to this Agreement, the Company shall pay the Executive during the Term a base
salary, payable bi-weekly in arrears, at the annual rate of $400,000, less such
amounts as are required to be withheld by applicable law and regulations and
deductions authorized by the Executive in writing (the "Base Salary"). In the
event that the Company, in its sole discretion, from time to time determines to
increase the Base Salary, such increased amount shall, from and after the
effective date of the increase, constitute "Base Salary" for purposes of this
Agreement.

         3.2 Bonus. In addition to the amounts to be paid to the Executive
pursuant to Section 3.1, the Executive shall participate in the Company's
executive bonus plan, as from time to time in effect, or its successor plan(s),
with a targeted bonus of 50% of Base Salary at the rate in effect during the
calendar year in which bonus is earned for achievement of performance
objectives and a maximum bonus potential of 100% of Base Salary at the rate in
effect during the calendar year in which bonus is earned for significant
overachievement of performance objectives, in each case subject to the terms of
the plan. The performance objectives shall be set annually by the Compensation
Committee of the Board of Directors of the Company. The amount payable for 1998
shall be pro-rated for the number of months worked, and provided further that
the bonus payable for 1998 shall not be less than $100,000. Any such bonus
shall be payable on or before March 30 of the year following the fiscal year in
which bonus is earned and shall not be earned and payable unless the Executive
is actively employed by the Company on the last date of the fiscal year
relating to such bonus.


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<PAGE>

         3.3 Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable expenses actually incurred or paid by the
Executive during the Term in the performance of the Executive's services under
this Agreement, upon presentation of expense statements or vouchers or such
other supporting information as the Company customarily may require of its
officers, subject to and in accordance with the Company's applicable expense
reimbursement and related policies and procedures as in effect from time to
time.

         3.4 Vacation. During the Term, the Executive shall be entitled to a
vacation period or periods of four weeks taken in accordance with the vacation
policy of the Company during each year of the Term. Vacation time not used by
the end of a year shall be forfeited.

         3.5 Fringe Benefits. During the Term, the Executive shall be entitled
to all benefits for which the Executive shall be eligible or qualify for under
any 401(k) plan, group insurance or other so-called "fringe" benefit plan which
the Company provides to its senior officers generally, as such may be in effect
from time to time. The Company's group life insurance provided to its employees
in effect on the date hereof provides for coverage of up to two times an
employees base salary, subject to a maximum amount of $500,000 of insurance.
The Company will provide to the Executive an additional $300,000 of
supplemental life insurance through the Company's supplemental life insurance
program offered to employees and the premium for such insurance shall be paid
for by the Company, provided that the Company's obligation to provide such
insurance is subject to the insurer's satisfaction with any required medical
examination and otherwise complying with the terms of such supplemental life
insurance.

         3.6 Stock Options. (a) The Executive shall be recommend to the
Compensation Committee or other committee of the Board administering the
Company's 1997 Stock Option Plan (the "Option Plan") to receive (i) a stock
option effective June 5, 1998 to purchase 100,000 shares of the Company's Class
C common stock with an exercise price of the closing price per share of Class C
common stock on June 5, 1998, (ii) a stock option, subject to shareholder
approval of an increase in the number of shares authorized under the Option
Plan and an increase in the number of options that may be granted per year to
one optionee (the "Shareholder Approval"), effective June 5 1998 to purchase
150,000 shares of the Company's Class C common stock with an exercise price of
the closing price per share of Class C common stock on June 5, 1998, (iii) a
stock option, subject to the Shareholder Approval, effective June 5, 1998 to
purchase 250,000 shares of the Company's Class C common stock with an exercise
price of $5.00 per share of Class C common stock and (iv) a stock option,
subject to the Shareholder Approval, effective June 5 1998 to purchase 500,000
shares of the Company's Class C common stock with an exercise price of $7.50
per share of Class C common stock, in each case having a term of 10 years with
25% of each such stock option grant becoming exercisable on the anniversary of
the date of grant, provided that upon a Change of Control (as defined below),
the foregoing stock options, except those that have been previously terminated
or exercised, shall become immediately exercisable.

         (b) In the event the Executive determines to exercise all or any
portion of the stock options granted by the Company, the Executive shall give
the Company at least five (5)


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business days notice of such determination by the Executive (such notice, an
"Exercise Notice'). The Exercise Notice shall specify the number of stock
options to be exercised, the number of shares of common stock of the Company
subject to such stock options and the date on which such stock options shall be
exercised (the "Exercise Date"). In order to assist the Company maintaining (i)
tax or financial consolidation with Mafco (as defined below) or any of its
subsidiaries or to prevent a Change of Control (as defined below), the Company
shall have the right, by providing written notice (the "Election Notice") to
the Executive no later than one (1) business day prior to the Exercise Date, to
elect to pay the Executive cash in lieu of permitting the Executive to exercise
all or a portion of such stock options set forth in the Exercise Notice (the
`Cash Payment"), and the Election Notice shall identify the stock options and
the number of shares under each such stock option as to which the Company has
so determined to exercise its rights. The amount of the Cash Payment shall (on
an option-by-option basis) equal the number of shares to which the Executive
would otherwise would have become entitled (the "Shares") on exercise of the
stock options set forth in the Company's Election Notice, multiplied by the
difference between (A) the closing price of a Share on the Nasdaq Stock Market
(or any successor exchange or market on which the Company's common stock may be
traded) on the Exercise Date minus (B) the per share exercise price of such
stock option. Any stock options or portion of stock options not subject to an
Election Notice may be exercised by the Executive as set forth in the Exercise
Notice on the Exercise Date, and the stock options not exercised by the
Executive on the Exercise Date shall be subject to the Company's election under
this Section 3.6(b).

         (c) "Change of Control" shall mean that any of the following events
will be deemed to have taken place:

         (i) any "person" (as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and as modified in
Sections 13(d) and 14(d) of the Exchange Act) other than (A) the Corporation or
any of its subsidiaries, (B) any employee benefit plan of the Corporation or
one of its subsidiaries, or (C) MacAndrews & Forbes Holdings Inc. or any
affiliate thereof (collectively, "MAFCO"), (D) a corporation owned, directly or
indirectly, by shareholders of the Corporation in substantially the same
proportions as their ownership of the Corporation, or (E) an underwriter
temporarily holding securities pursuant to an offering of such securities (a
"Person"), becomes a "beneficial owner" (as defined in Rule 13(d)(3) of the
Exchange Act), directly or indirectly, of securities of the Corporation
representing 20% or more of the shares of common stock of the Corporation then
outstanding, and such Person's beneficial ownership level then exceeds the
percentage of the Corporation's outstanding shares beneficially owned by MAFCO;

         (ii) the consummation of any merger or consolidation of the
Corporation or one of its subsidiaries with or into another corporation, other
than a merger or consolidation which would result in the holders of the voting
securities of the Corporation outstanding immediately prior thereto holding
securities which represent immediately after such merger or consolidation more
than 80% of the combined voting power of the voting securities of the
Corporation or the surviving corporation or the parent of such surviving
corporation;


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         (iii) the shareholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or disposition by
the Corporation of all or substantially all of the Corporation's assets; or

         (iv) a majority of the Board of Directors votes in favor of a decision
that a Change of Control has occurred.

         3.7 Relocation. (a) The Company shall provide to the Executive
relocation from her home in Malibu, California to the Washington, D.C., or
Baltimore, Maryland metropolitan area in accordance with the relocation policy
of the Company in effect on the date hereof, and in addition to such policy,
the Company will reimburse the Executive for any loss on the sale of the
Executive's residence Malibu, California (provided that the Company shall
control the sale process of such residence) in the manner set forth in clause
(b) below. In addition, notwithstanding anything to the contrary, the Company
will not provide any tax gross-ups for any payments pursuant to this Section
3.7 or the Company's relocation policy.

         (b)(i) The Company shall reimburse the Executive for the payments of
$7,760.12 per month on the mortgage for the Executive's principle home for a
period from the date hereof to the date of the sale of such residence, but in
no event longer than six months. The Executive shall, on behalf of the Company,
list the Executive's residence with a broker for the sale of such residence.
The Third Party Relocation Services (as defined below) exclusion clause shall
be included in the broker's listing. Upon the sale of the Executive's residence
the cash proceeds from such sale, less brokerage commission and other fees and
expenses (the "Sale Proceeds") shall be (i) first applied to repay the mortgage
on such residence, (ii) then be applied to repay the Executive the Executive's
equity investment in the residence, and (iii) the balance of the Sale Proceeds
will be paid to the Company. In the event the Sale Proceeds are not sufficient
to repay the Executive her equity investment in her home, the Company shall pay
to the Executive an amount equal to her equity investment in her home less the
Sale Proceeds paid to the Executive in clause (ii) above. The Executive shall
provide the Company such documents it reasonably requests to verify and
determine the Executive's equity investment in her present home.

         (ii) In the event the Company and Executive determine to utilize a
third party relocation service (the "Third Party Relocation Service") to assist
the Company with the disposal of the Executive's present home, the Company
shall engage the Third Party Relocation Service. The Executive shall choose one
appraiser and the Company shall choose one appraiser from a list of independent
appraisers provided by the Third Party Relocation Service. The appraisers will
submit their written appraisals to the Third Party Relocation Service for
review. If the value of each of the two appraisals are within 5% of each other,
the average of such two values will be the purchase price for the Executive's
home. If the value of the two appraisals are not within 5% of each, the
Executive shall be entitled to elect by written notice to the Company (within
10 days of the receipt by the Executive of the last of the two appraisals) to
have a third appraiser appraise the Executive's present home. The "Purchase
Price" shall be the average of the two, and if there is a third, the three,
appraisals on the Executive's present home. Following the determination of the
Purchase Price, an amount (the "Equity Payment") equal to (i) the Purchase
Price less (ii) the unpaid amount of the mortgage (including unpaid interest),
if any, on the Executive's home will be paid to the


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Executive. In the event the Executive's equity investment in the home is
greater than the Equity Payment, the Company shall make an additional payment
to the Executive in the amount of the Executive's equity investment in the home
less the Equity Payment to the Executive in the preceding sentence. The
Executive shall provide the Company such documents it reasonable requests to
verify and determine the Executive's equity investment in her present home.

         (c) The Executive shall have 60 days to vacate the property following
the sale of the home pursuant to clause (b)(i) or the determination of the
Purchase Price pursuant to clause (b)(ii). The Executive shall provide
reasonable assistance requested by the Company in connection with the sale of
the Executive's home and the relocation of the Executive. Each of the Company
and the Executive shall use their reasonable efforts to have the foregoing sale
and/or appraisals and payment to the Executive to be completed as soon as
possible. In the event the processes set forth in clause (b) is not practicable
due to the value of the Executive's present home or otherwise, or the sale of
the Executive's home in clause (b)(i) will likely not be completed within six
months from the date hereof, then the Company and the Executive shall negotiate
in good faith an alternative process, with such alternative process having as
two primary goals of the prompt payment to the Executive for the Executive's
equity investment in the home and the prompt disposition by the Company of the
Executive's home.

         3.8 Automobile. The Company shall provide to the Executive use of an
automobile on a continuing basis in accordance with the Company's automobile
policy.

         3.9 Legal Fees. The Company shall reimburse the Executive for legal
fees paid by the Executive, or pay the fees of the Executive incurred, in
connection with the negotiation of this Agreement, up to a maximum amount of
$5,000.

    4. Termination.

         4.1 Death. If the Executive shall die during the Term, the Term shall
terminate and no further amounts or benefits shall be payable hereunder ,
except that the Executive's legal representatives shall be entitled to receive
the life insurance benefits provided for in Section 3.5.

         4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's services hereunder for (i) a
period of six consecutive months or (ii) for shorter periods aggregating six
months during any twelve month period, the Company may at any time after the
last day of the six consecutive months of disability or the day on which the
shorter periods of disability shall have equaled an aggregate of six months, by
written notice to the Executive (but before the Executive has recovered from
such disability), terminate the Term and no further amounts or benefits shall
be payable hereunder, except that the Executive shall be entitled to receive
(i) continued payments in an amount equal to 60% of the Base Salary, in the
manner specified in Section 3.1, until the end of the Term (as in effect
immediately prior to such termination) or, if the Company has not then given
notice of non-renewal pursuant to Section 2.2, for a period of twelve months
after the last day of the month in which the termination described in this
Section 4.2 occurred, whichever is longer (the "Disability Period"), and (ii)
the medical, dental and


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supplemental life insurance benefits provided for in Section 3.5 during the
Disability Period. If the Executive shall die before receiving all payments to
be made by the Company in accordance with the foregoing, the payments specified
in this Section 4.2 shall cease and Executive's beneficiaries or legal
representatives shall be entitled to the life insurance benefits set forth in
Section 3.5 as provided for in Section 4.1.

         4.3 Cause. In the event of gross neglect by the Executive of the
Executive's duties hereunder, conviction of the Executive of any felony,
conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its subsidiaries or affiliates, willful
misconduct by the Executive in connection with the performance of any material
portion of the Executive's duties hereunder or breach by the Executive of any
material provision of this Agreement or the Code of Business Conduct of the
Company as it may be in effect from time to time or any other conduct on the
part of the Executive which would make the Executive's continued employment by
the Company materially prejudicial to the best interests of the Company, the
Company may, at any time by written notice to the Executive, terminate the
Term, and, upon such termination, this Agreement shall terminate and the
Executive shall be entitled to receive no further amounts or benefits
hereunder, except any as shall have been earned to the date of such
termination.

         4.4 Company Breach; Company Termination. In the event of the breach of
any material provision of this Agreement by the Company or the failure of the
Compensation Committee (or other appropriate Committee of the Company's Board
of Directors) to fully implement the Company's recommendation pursuant to
Section 3.3, the Executive shall be entitled to terminate the Term upon 60
days' prior written notice to the Company. The Company shall have the right to
terminate the Term at any time and without prior notice other than pursuant to
Sections 4.1, 4.2, or 4.3 upon notice to the Executive. Upon such termination
by the Executive, or in the event the Company terminates the Term other than
pursuant to the provisions of Sections 4.1, 4.2 or 4.3, the Company shall
either (i) to make payments in the amounts prescribed by Section 3.1 (less
amounts required by law to be withheld) and to continue the Executive's
participation in the group medical and dental plans of the Company under COBRA
at the active employee contribution rate then in effect, conditioned upon the
Executive's execution of a release and confidentiality agreement satisfactory
to the Company in its sole discretion, in each case until December 31, 2000, or
(ii) to pay severance at the Base Salary in effect as of the date of
termination of the Term for a total of twelve months (the "Severance Period")
and to continue the Executive's participation in the group medical and dental
plans of the Company under COBRA at the active employee contribution rate then
in effect for the Severance Period conditioned upon the Executive's execution
of a release and confidentiality agreement satisfactory to the Company in its
sole discretion. Any compensation earned by the Executive from other employment
or a consultancy (without regard to when such compensation is paid) shall
reduce the post-employment payments provided for herein and provided further
that the Executive shall cease to be covered by medical and/or dental plans of
the Company at such time as the Executive becomes covered by like plans of
another company. Notwithstanding the foregoing, if during the period that such
post-employment payments are made to the Executive, the Executive undertakes
Permanent Employment (as hereinafter defined), then in lieu of reduction of
such payments as provided in the preceding sentence, within 10 days after the
Company determines that the Executive has undertaken Permanent Employment the
Company may, in its sole discretion elect to pay to the Executive a lump sum
equal to the lesser of (i) the then 


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present value (discounted at the rate of 6% per annum from the date of
termination of the Term to the date of such determination) of 50% of the
balance of the payments or (ii) six months' payments at the Base Salary in
effect as of the date of termination of the Term, in either case less amounts
required by law to be withheld, in satisfaction and discharge of any further
obligation pursuant to this Section. For purposes hereof, "Permanent
Employment" shall mean employment undertaken by the Executive (i) pursuant to
an agreement, offer letter or policy which provides for not less than six
months' severance upon termination of such employment otherwise than for cause,
or (ii) which continues with an employer and/or its affiliates for not less
than three months, or (iii) which the Executive elects, by written notice to
the Company, to treat as Permanent Employment for purposes of this Section.

         4.5 Litigation Expenses. Except as provided for in the attached
Employee Agreement as to Confidentiality and Non-Competition, in the event the
Company and the Executive become involved in any action, suit or proceeding
relating to the alleged breach of this Agreement by the Company or the
Executive, and if a judgment in such action, suit or proceeding is rendered in
favor of the Executive, the Company shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding. Such costs shall be paid to
the Executive promptly upon presentation of expense statements or other
supporting information evidencing the incurrence of such expenses.


    5. Protection of Confidential Information; Non-Competition.

         The Executive agrees to be bound by and comply with all provisions of
the attached Employee Agreement as to Confidentiality and Non-Competition.

    6. Inventions and Patents; Intellectual Property.

         The Executive agrees to be bound by and comply with all provisions of
the attached Employee Agreement on Confidentiality and Non-Competition.

    7. Indemnification.

         The Company will indemnify the Executive, to the maximum extent
permitted by applicable law, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred or sustained by the
Executive in connection with any action, suit or proceeding to which the
Executive may be made a party by reason of the Executive being an officer,
director or employee of the Company or of any subsidiary or affiliate of the
Company.

    8. Notices.

         All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, sent by overnight courier or mailed
first class, postage prepaid, by registered or certified mail (notices mailed
shall be deemed to have been given on the third date after the date mailed), as


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follows (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith):


                                    If to the Company, to:

                                    The Cosmetic Center, Inc.
                                    625 Madison Avenue
                                    New York, NY  10022
                                    Attention:  Secretary
                                    Fax.:  212-527-4895

                                    If to the Executive, to:

         An address (with fax number, if any), will specified by the Executive
as soon as possible.

                                    With a copy to:

                                    Richard Waller, Esq.
                                    Katten, Muchin & Zavis
                                    525 West Monroe Street
                                    Suite 1600
                                    Chicago, Illinois  60661
                                    Fax: (302) 902-1061


    9. General.

         9.1 Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Maryland applicable to
agreements made and to be performed entirely in Maryland.

         9.2 Headings. The section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

         9.3 Entire Agreement. This Agreement, along with the Company's Code Of
Conduct and related policies (as in effect from time to time), the Employee
Agreement as to Confidentiality of Information and Securities Trading executed
by the Executive and the Employee Agreement as to Confidentiality and
Non-Competition executed by the Executive, sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this
Agreement, and neither party shall be bound by or liable for any alleged
representation, promise or inducement not so set forth.


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         9.4 Assignment. This Agreement, and the Executive's rights and
obligations hereunder, may not be assigned by the Executive. The Company may
assign its rights, together with its obligations, hereunder (i) to any
affiliate or (ii) to third parties in connection with any sale, transfer or
other disposition of all or substantially all of its business or assets and, in
any event, the obligations of the Company hereunder shall be binding on its
successors or assigns, whether by merger, consolidation or acquisition of all
or substantially all of its business or assets.

         9.5 Amendment; Waiver. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms or covenants hereof
may be waived, only by a written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The
failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term or
covenant contained in this Agreement.

         9.6 Counterparts. This Agreement may be executed in two or more
counterparts, all of which together shall be considered one and the same
instrument.

         9.7 Severability. In the event any of the covenants contained in this
Agreement, or any part thereof, hereafter are construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid
portions.

         9.8 Subsidiaries. As used herein, the term "subsidiary" shall mean any
corporation or other business entity controlled directly or indirectly by the
corporation or other business entity in question, and the term "affiliate"
shall mean and include any corporation or other business entity directly or
indirectly controlling, controlled by or under common control with the
corporation or other business entity in question.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                           THE COSMETIC CENTER, INC.

                                           By:
                                              ---------------------------
                                                      Chairman


                                           ------------------------------[L.S.]
                                             Mary Elizabeth Burton


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