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                           THE COSMETIC CENTER, INC.

                  AMENDED AND RESTATED 1991 STOCK OPTION PLAN

1.    PURPOSE

         This Stock Option Plan (the "Plan") for The Cosmetic Center, Inc. (the
"Company") is intended to provide incentive to directors, officers and key
employees of the Company by providing those persons with opportunities to
purchase shares of the Company's Common Stock under (a) incentive stock options
("Incentive Stock Options") as such term is defined under Section 422A of the
Internal Revenue Code of 1986, as amended and (b) other stock options. (As used
herein, "Options" refers to Incentive Stock Options and other options
hereunder.)

2.    DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
         meanings indicated: 

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (c) "Class A Stock" shall mean the Class A Common Stock of The
Cosmetic Center, Inc.

         (d) "Class B Stock" shall mean the Class B Common Stock of The
Cosmetic Center, Inc.

         (e) "Common Stock" shall mean the Class A Stock and/or the Class B
Stock of The Cosmetic Center, Inc.

         (f) "Company" shall mean The Cosmetic Center, Inc., the employer which
has established this Plan.

         (g) "Disability" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable physical
of mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than
twelve (12) months.

         (h) "Fair Market Value" per share as of a particular date shall mean
(i) the closing sales price per share of Common Stock on the principal national
securities exchange, if any, on which the shares of Common Stock shall then be
listed for the last preceding date on which there was a sale of such Common
Stock on such exchange, or (ii) if the shares of Common Stock are not then
listed on a national securities exchange, the last sales price per share of
Common Stock entered on a national inter-dealer quotation system for the last
preceding date on which there was a sale of such Common Stock on such national
inter-dealer quotation system, or (iii) if no closing or last sales price per
share of Common Stock is entered on a national inter-dealer quotation system,
the average of the closing bid and asked prices for the shares of Common Stock
in the 



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over-the-counter market for the last preceding date on which there was a
quotation for such Common Stock in such market, or (iv) if no price can be
determined under the preceding alternatives, then the price per share as most
recently determined by the Board, which shall make such determinations of value
at least once annually.

         (i) "Incentive Stock Option" means one or more options to purchase
Common Stock which, at the time such options are granted under this Plan or any
other such plan of the Company, qualify as incentive stock options under Section
422A of the Code.

         (j) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time of
granting an Option, each of the corporations other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

         (k) "Plan" shall mean this Stock Option Plan.

         (l) "Option" shall mean any option issued pursuant to this Plan.

         (m) "Optionee" shall mean any person to whom an Option is granted
under this Plan.

         (n) "Recapitalization" shall mean the recapitalization of the
Company's Common Stock consummated on March 13, 1992 pursuant to which the
common stock was changed into Class A Stock and Class B Stock.

         (o) "Subsidiary" shall mean any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company if, at the time
of granting an Option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

         (p) "Ten Percent Shareholder" shall mean on Optionee who, at the time
an Option is granted, owns directly or indirectly (within the meaning of
section 425(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, its Parent
or a Subsidiary.

3.    GENERAL ADMINISTRATION

         (a) Unless otherwise determined by the Board, the Plan shall be
administered by a committee of the Board ("Committee"), which shall consist of
two or more members of the Board who are "outside directors" within the meaning
of section 162(m) of the Code. The Committee may, in its discretion, delegate
to a subcommittee or to an officer of the Company its duties hereunder,
including the grant of Awards. The full Board shall also have the authority, in
its discretion, to grant Awards under the Plan and to administer the Plan. For
all purposes under


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the Plan, any entity that performs the duties described herein shall be
referred to as the "Committee."

         (b) Except as set forth in Section 4, the Committee shall have the
authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary
or advisable in the administration of the Plan, including, without limitation,
the authority to grant Options; to determine the purchase price of shares of
Common Stock covered by each Option (the "Option Price") to determine the
persons to whom, and the time or times at which, Options shall be granted; to
determine the number of shares to be covered by each Option; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the Option Agreements (which
need not be identical) entered into in connection with Options granted under
the Plan; and to make all other determinations deemed necessary or advisable
for the administration of the Plan.

         (c)  The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time appoint additional members to the
Committee, and may at any time remove one of more Committee members and
substitute others.

         (d) No member of the Board or Committee shall be liable for any action
taken or determination made in good faith will respect to the Plan or any
Option granted hereunder.

4.    NON-DISCRETIONARY GRANTS

         Intentionally deleted.

5.    GRANTING OF OPTIONS

         Options may be granted under the Plan at any time prior to December
31, 2000. From and after the merger (the "Merger") of the Company and Prestige
Fragrances & Cosmetics, Inc. ("PFC"), pursuant to the Agreement and Plan of
Merger dated as of November 27, 1996, as amended, by and among the Company, PFC
and Revlon Consumer Products Corporation, there shall be no further grants of
Options under the Plan.

6.    ELIGIBILITY

         (a) Except as set forth in Section 4, Options may be granted to any
director, officer or key employee of the Company. In determining from time to
time the officers and employees to whom Options shall be granted and the number
of shares to be covered by each Option, the Committee shall take into account
the duties of the respective officers and employees, their present and
potential contributions to the success of the Company and such other factors as
the Committee shall deem relevant in connection with accomplishing the purposes
of the Plan.

         (b) Except as set forth in Section 4, at the time of the grant of each
Option under




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the Plan, the Committee shall determine whether such Option is to be designated
an Incentive Stock Option. Incentive Stock Options shall not be granted to a
director who is not an employee of the Company. The length of the exercise
period of Incentive Stock Options shall be governed by Section 8(e)(1) of the
Plan; the exercise period of all other Options will be governed by Section
8(e)(2).

         (c) Except Options granted pursuant to Section 4, an Option designated
an

Incentive Stock Option can, prior to its exercise, be changed to a
non-incentive Option if the Optionee consents to amend his Option Agreement to
provide that the exercise period of such Option will be governed by Section
8(e)(2) of the Plan.

7.    STOCK

         (a) The stock subject to the Options shall be shares of Class A Stock
except for options granted pursuant to the Recapitalization, for which the
Stock subject to options shall be Class A Stock and Class B Stock, as provided
in Section 8(i)(1). Such shares may, in whole or in part, be authorized but
unissued shares contributed directly by the Company or shares which shall have
been or which may be acquired by the Company. The aggregate number of shares of
Common Stock as to which Options may be granted from time to time under the
Plan shall be 362,888 shares of Class A Stock and 137,112 shares of Class B
Stock, including 137,112 shares of Class A Stock and 137,112 shares of Class B
Stock subject to Options previously granted pursuant to (i) the Company's 1986
Stock Option Plan and (ii) this Plan prior to the Recapitalization. The
limitation established by the preceding sentence shall be subject to adjustment
as provided in Section 8(i) hereof. No Options for shares of Class B Stock
shall be granted under this Plan after the Recapitalization.

         (b) If any outstanding Option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares of Class A
Stock allocable to the unexercised portion or such Option shall (unless the
Plan shall have been terminated) become available for subsequent grants of
Options under the Plan.

8.    TERMS AND CONDITIONS OF OPTIONS

         Each Option granted pursuant to the Plan shall be evidenced by Option
Agreements in such forms as the Committee may from time to time approve.
Options shall comply with the be subject to the following terms and conditions:

         (a) OPTION PRICE. Each Option shall state the Option Price, which with
respect to Incentive Stock Options shall be not less than one hundred percent
(100%) of the Fair Market Value of the shares of Common Stock on the date of
grant of the Option; provided, however, that in the case of an Incentive Stock
Option granted to a Ten Percent Shareholder, the Option Price shall not be less
than one hundred ten percent (110%) of such fair market value. The Option Price
for Options that are not Incentive Stock Options shall not be less than fifty
percent (50%) of the Fair Market Value of the shares of Common Stock on the
date of grant of the Option. The Option price shall be subject to adjustment as
provided in Section 8(i) hereof. The date on which




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the Committee adopts a resolution expressly granting an Option, or the date
specified in Section 4, shall be considered the day on which such Option is
granted.

         (b) RESTRICTIONS. Except for Options granted pursuant to Section 4,
any Common Stock issued under the Plan may contain restrictions including, but
not limited to, limitations on transferability that may constitute substantial
risks of forfeiture, as the Committee may determine.

         (c) VALUE OF SHARES. Options may be granted to any eligible person for
shares of Common Stock of any value, provided that the aggregate Fair Market
Value (determined at the time the Option is granted) of the stock with respect
to whish Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all the plans of the Company, its
Parent and its Subsidiaries) shall not exceed $100,000.

         (d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in
full, at the time of exercise, in cash, in shares of Common Stock owned by the
optionee free and clear of all liens having a Fair Market Value in the
aggregate equal to such Option Price or in a combination of cash and such
shares. Shares acquired upon exercise of an Option shall not be accepted as
payment unless such Option exercise occurred at least six months prior to the
exercise of the Option, the Option Price of which is proposed to be paid in
part or in full by the tender of shares of Common Stock.

         (e) TERM AND EXERCISE OF OPTIONS.

                  (1)  Except as set forth in Section 4, Incentive Stock
Options shall be exercisable over the exercise period specified by the
Committee in the Option Agreement, but in no event shall such period exceed ten
(10) years from the date of the grant of each such Incentive Stock Option;
provided, however, that in the case of an Incentive Stock Option granted to a
Ten Percent Shareholder, the exercise period shall not exceed five (5) years
from the date of grant of such Option. The exercise period of an Option shall
be subject to earlier termination as provided in Section 8(f) and 8(g) hereof.
An Option may be exercised, as to any or all full shares of Common Stock as to
which the Option has become exercisable, by giving written notice of such
exercise to the Committee; provided that an Option may not be exercised at any
one time as to less than 100 shares (or such number of shares as to which the
Option is then exercisable if such number of shares is less than 100).
Incentive Stock Options granted to any person prior to January 1, 1987 shall
not be exercisable by the Optionee while any Incentive Stock Option of the
Company (or any incentive stock option of any Parent or Subsidiary of the
Company or the predecessor of any of them) granted to such Optionee prior to
the Incentive Stock Options in question remains outstanding (that is, has not
been exercised in full or lapsed because of time).

                  (2)  NON-INCENTIVE STOCK OPTIONS.  Except as set forth in
Section 4, Options that have not been designated by the Committee as Incentive
Stock Options shall be exercisable over a period of eleven (11) years.

         (f) TERMINATION OF EMPLOYMENT. Except as provided in this Section 8(f)
and



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Section 8(g) hereof, an Option may not be exercised unless the Optionee is then
a director of or in the employ of the Company or any Parent or Subsidiary of
the Company (or a corporation or a Parent of Subsidiary of such corporation
issuing or assuming the Option in a transaction to which Section 425(a) of the
Code applies), and unless the Optionee has remained continuously a director or
so employed since the date of grant of the Option. In the event all association
of an Optionee with the Company (as an employee, a director or both) shall
terminate (other than by reason of death or Disability), all Options or
unexercised portions thereof granted to such Optionee which are then
exercisable may, unless earlier terminated in accordance with their terms, be
exercised within thirty (30) days after such termination; provided, however,
that if the association of the Optionee with the Company shall terminate for
"cause" (as determined by the Committee), all Options theretofore granted to
such Optionee shall, to the extent not theretofore exercised, terminate
forthwith. A bona fide leave of absence shall not be considered a termination
or break in continuity of employment for any purpose of the Plan so long as the
period of such leave does not exceed ninety (90) days or such longer period
during which the Optionee's right to reemployment is guaranteed by statute or
by contract. Where the period of such leave exceeds ninety (90) days and the
Optionee's right to reemployment is not guaranteed, the Optionee's employment
will be deemed to have terminated on the ninety-first (91st) day of such leave.
Nothing in the Plan or in any Option granted pursuant hereto shall confer upon
an employee any right to continue in the employ of the Company or any of its
divisions or Parent or Subsidiaries or interfere in any way with the right of
the Company or any such divisions or Parent or Subsidiary to terminate such
employment at any time.

         (g) DEATH OR DISABILITY OF OPTIONEE. If an Optionee shall die while a
director of or employed by the Company or any Parent or Subsidiary of the
Company, or if the Optionee's employment shall terminate by reason of
Disability, all Options theretofore granted to such Optionee may, unless
earlier terminated in accordance with their terms, be exercised by the Optionee
or by the personal representative of the Optionee's estate or by a person who
acquired the right to exercise such Option by bequest or inheritance or
otherwise by reason of death of the Optionee, at any time within nine (9)
months after the date of death or Disability of the Optionee, but in no event
later than the date of expiration of the Option, provided that during the
lifetime of the Optionee any Option granted to him may be exercised only by the
Optionee.

         (h) NONTRANSFERABILITY OF OPTIONS. Options granted under the Plan
shall not be transferable other than by will or by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act ("ERISA") or
the rules thereunder.

          (i)   EFFECT OF CERTAIN CHANGES.

                  (1)  If there is any change in the number of shares of Common
Stock through the declaration of stock dividends, recapitalization resulting in
stock splits, or combinations or exchanges of such shares, then the number of
shares of Common Stock available for Options, the number of such shares covered
by outstanding Options, and the price per share of such Options shall be
proportionately adjusted to reflect any increase or decrease in


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the number of issued shares of Common Stock; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.

                   (2) In the event of the proposed dissolution or liquidation
of the Company, or in the event of any corporate separation or division,
including, but not limited to, a split-up, a split-off or spin-off, the
Committee may provide that the holder of each Option then exercisable shall
have the right to exercise such Option (at its then Option Price) solely for
the kind and amount of shares of stock and other securities, property, cash or
any combination thereof receivable upon such dissolution or liquidation, or
corporate separation or division; or the Committee may provide, in the
alternative, that each Option granted under the Plan shall terminate as of a
date to be fixed by the Board, provided, however, that no less than thirty (30)
days' written notice of the date so fixed shall be given to each Optionee, who
shall have the right, during the period of thirty (30) days preceding such
termination, to exercise the Options as to all or any part of the shares of
Common Stock covered thereby, including shares as to which such Options would
not otherwise be exercisable.

                  (3) If while unexercised Options remain outstanding under the
Plan (i) the Company executes a definitive agreement to merge or consolidate
with or into another corporation or to sell or otherwise dispose of
substantially all its assets, or (ii) more than 50% of the Company's then
outstanding voting stock is acquired by any person or group (other than any
group existing on the date hereof composed of members of the Weinstein family),
or (iii) during any year, individuals who at the beginning of such period were
members of the Board cease for any reason to constitute at least a majority
thereof (unless the election, or the nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period), then from and after the date of any such agreement or
the date on which public announcement of the acquisition of such percentage
shall have been made or the date on which the change in the composition of the
Board set forth above shall have occurred (any such date being referred to
herein as the "Acceleration Date"), all Options shall be exercisable in full,
whether or not otherwise exercisable. Following the Acceleration Date, (a) the
Committee shall, in the case of a merger, consolidation or sale or disposition
of assets, promptly make an appropriate adjustment to the number and class of
shares of Common Stock available for Options, and to the amount and kind of
shares or other securities or property receivable upon exercise of any
outstanding Options after the effective date of such transaction, and the price
thereof, and (b) the Committee may, in its discretion, permit the cancellation
of outstanding Options in exchange for a cash payment in an amount per share
subject to any such Option determined by the Committee in its sole discretion,
but not less than the difference between the Option Price per share and the
Fair Market Value per share of Common Stock on the Acceleration Date.

                  (4)  Paragraphs (2) and (3) of this Section 8(i) shall not 
apply to a merger or consolidation in which the Company is the surviving
corporation and shares of Common Stock are not converted into or exchanged for
stock, securities of any other corporation, cash or any other thing of value.
Notwithstanding the preceding sentence, in case of any consolidation or merger
of another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change






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to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from par value to no par value, or
as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Committee may provide
that the holder of each Option then exercisable shall have the right to
exercise such Option solely for the kind and amount of shares of stock and
other securities (including those of any new direct or indirect Parent of the
Company), property, cash or any combination thereof receivable by the holder of
the number of shares of Common Stock for which such Option might have been
exercised upon such reclassification, change, consolidation or merger.

                  (5) In the event of a change in the Common Stock as presently
constituted, which is limited to a change of all of its authorized shares, with
par value into the same number of shares with a different par value or without
par value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.

                  (6) To the extent that the foregoing adjustments related to
stock or securities of the Company, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive, provided that each Option granted pursuant to this Plan and
designated an Incentive Stock Option shall not be adjusted in a manner that
causes the Option to fail to continue to qualify as an Incentive Stock Option
within the meaning of section 422A of the Code.

                  (7) Except as hereinbefore expressly provided in this Section
8(i), the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or
consolidation, and any issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number of
Option Price of shares of Common Stock subject to an Option. The grant of an
Option pursuant to the Plan shall not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.

         (j) RIGHTS AS A SHAREHOLDER. An Optionee or a transferee or an Option
shall have no rights as a shareholder with respect to any shares covered by his
Option until the date of the issuance of a stock certificate to him for such
shares. No adjustments shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such certificate is issued,
except as provided in Section 8(i) hereof.

         (k) OTHER PROVISIONS. The Option Agreements authorized under the Plan
shall contain such other provisions, including, without limitation, (i) the
imposition of restrictions upon the exercise of an Option and (ii) the
inclusion of any condition not inconsistent with such



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Option qualifying as an Incentive Stock Option, as the Committee shall deem
advisable, including provision with respect to compliance with federal and
applicable state securities laws.

9.    AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES

         (a)  No later than the date of exercise of any Option granted
hereunder, the Optionee will pay to the Company or make arrangements
satisfactory to the Committee regarding payment of any federal, state or local
taxes or any kind required by law to be withheld upon the exercise of such
Option, and

         (b) The Company shall, to the extent permitted or required by law,
have the right to deduct from any payment of any kind otherwise due to the
Optionee any federal, state or local taxes or any kind required by law to be
withheld upon the exercise of such Option.

10.   TERM OF PLAN

         Options may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date on which the Plan is adopted by the
Board, provided that no Options granted under the Plan (except the Options
described in Section 13) shall become exercisable unless and until the Plan
shall have been approved by the Company's shareholders. From and after the
Merger, there shall be no further grants of Options under the Plan.

11.      SAVINGS CLAUSE

         Notwithstanding any other provision hereof, this Plan is intended to
qualify as a plan pursuant to which Incentive Stock Options may be issued under
Section 422A of the Code. If this Plan or any provision of this Plan shall be
held to be invalid or to fail to meet the requirements of Section 422A of the
Code or the regulations promulgated thereunder, such invalidity or failure
shall not affect the remaining parts of this Plan, but rather it shall be
construed and enforced as if the Plan or the affected provision thereof, as the
case may be, complied in all respects with the requirements of Section 422A of
the Code.

12.   AMENDMENT AND TERMINATION OF THE PLAN

         The Board may at any time and from time to time suspend, terminate,
modify or amend the Plan, provided that (a) any amendment that would materially
increase the aggregate number of shares of Class A Stock or Class B Stock as to
which Options may be granted under the Plan, materially increase the benefits
accruing to participants under the Plan, or materially modify the requirements
as to eligibility for participation in the Plan shall be subject to the
approval of the holders of a majority of the Class B Stock issued and
outstanding, except that any such increase or modification that may result from
adjustments authorized by Section 8(i) hereof shall not require such approval
and (b) Section 4 shall not be amended more than once every six months, other
than to comport with changes in the Code, ERISA or the rules thereunder. Except
as provided in Section 8 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Option previously granted unless
the written consent or the Optionee is obtained.



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13.   OPTIONS GRANTED UNDER PRIOR PLAN

         Under adoption of the Plan, Options granted under the Company's 1986
Plan, as amended, shall become Options under this Plan, but shall be deemed to
remain outstanding and not to have been regranted.