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                                                        EXHIBIT 10.21
                                                        Page 1


                      ROYALTY AGREEMENT
                      -----------------

           THIS  AGREEMENT is made this 4th day  of  October,
1988,  by and between LEE PHARMACEUTICALS, INC., a California
corporation  ("Lee") and ROBERTS PROPRIETARIES, INC.,  a  New
York corporation ("Roberts").

                          RECITALS

          WHEREAS, Lee has acquired certain Assets, including
the  Products  from Roberts pursuant to a Purchase  and  Sale
Agreement  between  Lee,  Roberts and  Keith  Roberts,  dated
September 30, 1988 (the "Purchase Agreement"); and

          WHEREAS, in connection with the acquisition of such
Assets,  Lee is to pay to Roberts the Royalties provided  for
herein.

           NOW,  THEREFORE, it is agreed by and  between  the
parties hereto as follows:

          1.   DEFINITIONS.

                (a)   "Products" means those depilatory  drug
products  listed  on Schedule A hereto and any  developments,
innovations or improvements made thereon marketed  under  the
tradename  or  trademark "Zip" or "Zip  Wax."   The  Products
shall  include  all  hot  wax and cold  wax  depilatory  drug
producs.  The Products shall not include any depilatory  drug
products  currently  being  sold  under  the  "Bikini   Bare"
trademark  or  any  other  non-hot  wax  or  non  -cold   wax
depilatory drug products which Lee acquires or develops after
the  date hereof unless subsequently sold under the "Zip"  or
"Zip Wax" tradename or trademark.

                (b)   "Net Sale Price" means the actual price
received  from  the  domestic or international  sale  of  the
Products  (less  the  actual  sale  prices  of  any  Products
returned), exclusive of freight, handling, insurance,  custom
duties  and  any sales, use or value added or  similar  taxes
levied  on  the sale of the Products.  "Net Sales" shall  not
include  (i)  receipts through salon operations by  Lee,  its
Subsidiaries  or its licensees for treatment of the  Products
directly  through  or in connection with a  salon  or  salons
owned or operated by Lee, such Subsidiaries or such licensees
and (ii) sales by Lee to its Subsidiaries or licensees or its
Subsidiaries  to licensees for resale, but in such  instances
the obligations to pay Royalties shall arise upon the sale by
Lee's Subsidiaries or licensees to third parties.

                (c)   "Lee"  shall  mean Lee Pharmaceuticals,
Inc.,   its   permitted  successors  and  assigns   and   any
Subsidiaries thereof.

                (d) "Minimum Royalty" shall mean the payments
of  Royalties  for each Fiscal Period hereof  equal  to  Five
Hundred Thousand Dollars ($500,000).


                             -1-

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                                                        EXHIBIT 10.21
                                                        Page 2

                (e) "Fiscal Period" shall mean (i) the period
from the Closing of the Agreement to September 30, 1989,  and
(ii)  a fiscal year beginning October 1 each year (commencing
with  October 1, 1989) until the termination of  the  Royalty
Period.

                (f) "Maximum Royalty" shall mean Five Million
Dollars ($5,000,000).

                (g)  "Royalty Period" shall mean the ten (10)
Fiscal  Periods  beginning  on  the  Closing  and  ending  on
September 30, 1998.

                (h)   "Subsidiary" shall mean  a  company  in
which  at  least fifty percent (50%) of the voting  stock  of
which  at  the  time  of  reference is  legally,  equally  or
factually owned, directly or indirectly, by Lee or an  entity
controlling, controlled by or under common control with Lee.

                (i) Other terms not defined herein shall have
the meaning set forth in the Purchase Agreement.

          2.   ROYALTIES.

                (a) ROYALTY RATE.  Lee shall pay royalties to
Roberts  for  all  Products  sold or  otherwise  disposed  of
subsequent  to  the  date  of  this  Agreement  by  Lee,  its
Subsidiaries  and  its licensees at the  rate  equal  to  ten
percent  (10%)  of the Net Sales Price of each  Product  sold
during the Royalty Period ("Royalty" or "Royalties").

                (b) QUARTERLY ROYALTY PAYMENT.  The aggregate
amount  of  Royalties accruing during each fiscal quarter  of
each  Fiscal  Period  pursuant  to  Section  2(a)  hereof  is
hereinafter  referred to as the "Quarterly Royalty  Payment."
The Quarterly Royalty Payment shall be made by Lee to Roberts
within  forty-five (45) days of the end of each  such  fiscal
quarter  in  which a sale or other disposition of  a  Product
takes  place,  at  which  time there shall  be  delivered  to
Roberts  an  accounting  of the operations  upon  which  such
Quarterly  Royalty Payment is based, certified by an  officer
of  Lee, which accounting and certification shall be in  form
and  substance reasonably satisfactory to Roberts.  The first
such  accounting shall include all Products sold or otherwise
disposed  of  pursuant to this Agreement between the  Closing
and  the date of such accounting.  The aggregate of Quarterly
Royalty  Payments  is  hereinafter referred  to  as  "Royalty
Payment."

                (c)  MINIMUM ROYALTY.  If the total amount of
earned  Royalty  Payments  for a Fiscal  Period  pursuant  to
Section  2(a)  hereof is less than the Minimum Royalty,  then
with the payment for the fourth fiscal quarter of such Fiscal
Period,  Lee  shall pay to Roberts an additional amount  (the
"Additional  Amounts")  so  that Roberts  receives  for  such
Fiscal Period the Minimum Royalty.  Any Royalty Payments  due
for a Fiscal Period in excess of the Minimum Royalty shall be
reduced by any Additional Amounts for any prior Fiscal Period
that has not been previously offset until all such Additional
Amounts  have  been  so  offset and then  shall  be  credited
against  any  Additional  Amounts due  in  subsequent  Fiscal
Periods.


                             -2-

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                                                        EXHIBIT 10.21
                                                        Page 3

                (d)   MAXIMUM  ROYALTY.  Notwithstanding  any
other  provisions  of this Agreement, in no  case  shall  the
aggregate  of all Royalty Payments (including any  Additional
Amounts  paid pursuant to the Minimum Royalties)  exceed  the
Maximum  Royalty.  Upon payment of the Maximum Royalty,  this
Agreement and all obligations of Lee to pay further Royalties
shall terminate.

                (e)     ROYALTY  PERIOD.   Unless   otherwise
terminated sooner, this Agreement and all obligations of  Lee
to  pay  Royalties shall terminate on the  last  day  of  the
Royalty Period.

                (f)    LATE  PAYMENT.   Any  Royalty  Payment
(including any Additional Amounts) or part thereof  which  is
not made on or before the date when due shall accrue interest
thereon  from  and  after such date and  until  the  date  of
payment  at the rate of one percent (1%) above the  published
prime  rate  of Bank of America NT&SA, from time to  time  in
effect, compounded quarterly, but in no event shall such rate
exceed the rate permitted by applicable law.

           3.    FUTURE  PATENTS.  All inventions  registered
with  the United States or any foreign patent office and  any
and  all  rights thereunder, both domestic and international,
relating  to  the  Products or the method  of  manufacturing,
using   or   selling  the  Products  that  may  be  obtained,
discovered  or made by Lee during the term of this  Agreement
shall be the property of Lee and Roberts shall have no rights
therein, except the rights to the Royalties provided  for  in
Section 2 hereof relating to the Products.

           4.    DUTY  TO  EXPLOIT.  Lee shall use  its  best
efforts  to  market,  manufacture and otherwise  commercially
exploit the Products.  Lee will take no action the effect  of
which  is to reduce the amount of the Royalties payable under
Section 2 hereof.

           5.    PROTECTION OF CONFIDENTIAL INFORMATION.  Lee
and Roberts shall each take all steps which are necessary  or
reasonable  to  safeguard the secrecy and confidentiality  of
information related to the Products.

           6.    TERM  AND TERMINATION.  Accrual of Royalties
under  this  Royalty Agreement shall continue in effect  from
the  date of this Agreement until the later to occur of:  (i)
payment  of the Maximum Royalty or (ii) the last day  of  the
Royalty  Period.   Thereafter, Lee shall have  the  right  to
manufacture  and  sell  anywhere in the  world  the  Products
without  payment of any further Royalties and the  provisions
hereof  concerning reports, records and disclosure  shall  no
longer  apply.   Royalties accrued as  of  the  date  of  the
termination  of this Agreement shall remain due  and  payable
notwithstanding termination of this Agreement.

           7.  SECURITY.  Payment of the Royalties is secured
by  a  Security Agreement attached to the Purchase  Agreement
hereto as Exhibit "D."


                             -3-

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                                                        EXHIBIT 10.21
                                                        Page 4

           8.   ASSIGNMENT.

                (a)  In the event that Lee shall sell, assign
or  transfer  the  business relating to all  or  any  of  the
Products  or  to the trademarks or tradenames "Zip"  or  "Zip
Wax",  Lee  shall,  within five (5)  days  after  such  sale,
assignment  or  transfer, send a written  notice  thereof  to
Roberts,  stating  the date thereof, a  description  of  that
which  was  sold, assigned or transferred, and the  name  and
post office address of the purchaser, assignee or transferee,
and  shall,  as  a  condition to  such  sale,  assignment  or
transfer, obtain an undertaking of the purchaser, assignee or
transferee to continue to pay the Royalties specified  herein
in  Section  2  hereof,  with  respect  to  such  Product  or
Products, to Roberts in accordance with the terms hereof  and
upon obtaining such undertaking, Lee shall be released of its
obligations  hereunder with respect to such Product(s)  which
were sold, assigned or transferred.

                (b)   In  the  event all or any part  of  the
rights  to  receive  Royalties payable  hereunder  are  sold,
assigned  or  transferred by Roberts  or  its  successors  or
assigns,  payment of the Royalties relating to the  Royalties
so  sold, assigned or transferred shall thereafter be made to
such  purchaser,  assignee or transferee, provided  that  the
party  making  such sale, assignment or transfer  shall  have
given  due written notice to Lee of such sale, assignment  or
transfer,  stating  in  such notice  the  proportion  of  the
Royalty  and the name and address of the person to whom  such
sale,  assignment  or  transfer  is  made.   Thereafter,  all
payment of the Royalties pursuant to Section 2 above, and all
reports required by Section 2(b) above, shall be made to such
purchaser,  assignee or transferee.  In the  event  any  such
purchaser,  assignee or transferee shall desire  to  exercise
the  rights of Roberts under Section 9 hereof, Lee shall  not
be required to comply with such request except at the request
of  a  person having a right to receive not less than twenty-
five percent (25%) of the Royalties payable hereunder.

           9.  RECORDS.  Lee shall keep complete and accurate
records  of all sales of the Products for at least three  (3)
years  after  the  date of each report of such  sales,  which
records  shall  be open during reasonable business  hours  at
Lee's  place  of  business to a certified  public  accountant
selected  by  Roberts and reasonably acceptable  to  Lee  who
shall,  at Roberts' expense, have access to such records  for
the  sole  purpose of verifying for Roberts, not  more  often
than  once each year (except in the event a claim is  filed),
the  sales  and  payments accrued as herein  provided.   Such
accountant shall treat as confidential and shall not disclose
to  Roberts  any information other than information  relating
solely to the sales payments accrued and the accuracy of  the
reports and payments required to be made under this Agreement
and,  in  no  event,  are the quantities  or  prices  to  the
individual  customers  to be disclosed  to  Roberts  by  said
accountant, provided, however, that in the event any claim by
Roberts  be  asserted during the three (3) year period,  then
Lee  shall preserve all relevant records until the resolution
of the claim.


                             -4-

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                                                        EXHIBIT 10.21
                                                        Page 5

           10.   CURRENCIES.  The payments  provided  for  in
Section 2 hereof, to be made by Lee to Roberts, shall  accrue
and  be payable in the currency of the country where the sale
is  made or the currency in which the payment is received  by
Lee,  a Subsidiary or a licensee.  In the case of sales  made
or  payments  received outside the United States of  America,
Lee  will,  for the convenience and account of Roberts,  make
diligent  efforts, subject to pertinent laws and regulations,
to  secure  the transfer and conversion of the  payments  due
hereunder into the equivalent of United States dollars at the
applicable  rate of exchange at the date of payment  and  the
remittance thereof to Roberts in United States dollars in the
United States, less all necessary related taxes, assessments,
charges  and  expenses  incurred or  required  by  any  local
government  in  order to convert said foreign  currency  into
United  States  dollars.   In  the  event  such  transfer  or
conversion is not lawful or practicable, the payment shall be
made  by  deposit  thereof in the national  currency  of  the
country  where  said sales are made or payment  or  royalties
received,  to  the  credit and account of  Roberts  or  their
nominee  in any commercial bank or trust company of  Roberts'
choice  in  said  country and prompt written notice  of  each
deposit shall be given to Roberts.

           11.  OFFSET.  Payments of Royalties hereunder  may
be  reduced by amounts due Lee pursuant to Section 20 of  the
Purchase  agreement.  Amount to be so offset against  further
Royalties  shall bear simple interest equal to the  reference
(prime  rate) charged by the Bank of America NT&SA from  time
to  time (but in no case shall the interest rate at any  time
exceed maximum rate permitted by law) until the Royalty being
offset is otherwise due and payable.

           12.    GOVERNING  LAW.   This  Agreement  will  be
governed by and construed in accordance with the laws of  the
State of California.

           13.    ENTIRE  AGREEMENT.   This  Agreement,   the
Security  Agreement  and the Purchase Agreement  contain  the
entire  agreement of the parties with respect to the  subject
matter hereof.  This Agreement may not be changed orally, but
only by written agreement of both parties hereto.

           14. SEVERABILITY.  In the event that any provision
of   this  Agreement  is  adjudicated  invalid,  illegal   or
unenforceable,   such  adjudication  will  not   affect   the
validity,  legality or enforceability of any other provision,
and  this Agreement will be construed as though such invalid,
illegal  or unenforceable provision had never been  contained
herein.

           15.   RELATIONSHIP OF PARTIES.   Nothing  in  this
Agreement  will  be  deemed  to  create  a  relationship   of
employment or agency or to constitute the parties as partners
or joint venturers.

           16.    CAPTIONS.   The  underlined  captions   are
included herein for convenience and do not constitute a  part
of this Agreement.

           17. EXECUTION IN COUNTERPARTS.  This Agreement may
be  executed  in any number of counterparts,  each  of  which
shall  be  an original, but such counterparts shall  together
constitute but one and the same instrument.


                             -5-

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                                                        EXHIBIT 10.21
                                                        Page 6

           18.   NOTICES.  Notices will be deemed given  when
received if sent by telecopy, hand delivery, or mailed, first
class and postage prepaid to the following address or to such
other  address  as  either  party may  notify  the  other  in
writing:
               If to Lee:

               LEE PHARMACEUTICALS, INC.
               1434 Santa Anita Avenue
               South El Monte, California   91733
               Attention:  Ronald G. Lee, President


               If to Roberts:

               ROBERTS PROPRIETARIES INC.
               201 Route 17 North
               Rutherford, New Jersey   07070
               Attn:  Keith Roberts, President


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

                          LEE PHARMACEUTICALS, INC.




                          By: RONALD G. LEE
                              ------------------------
                              Ronald G. Lee, President



                          ROBERTS PROPRIETARIES, INC.




                          By: KEITH ROBERTS
                              ------------------------
                              Keith Roberts, President


                             -6-

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                                                        EXHIBIT 10.21
                                                        Page 7


                        SCHEDULE "A"


                        THE PRODUCTS


          Products include:

               (1)  Zip Wax Hair Remover
               (2)  Zip Wax Tube For Face
               (3)  Zip Wax Tube For Body
               (4)  Zip Creme Bleach