NATUROL HOLDINGS, INC.
                             6265 Stevenson Way
                           Las Vegas, Nevada 89120

Mr. Mathews
MGA Holdings Limited
Channel House, Green Street
St. Helier, Jersey JE4 5UW, Channel Islands
United Kingdom

Mr. Paul McClory
Willow Holdings
Ansbacher (Jersey) Ltd.
7/11 Britannia Place
Bath St.
St. Helier, Jersey, Je4 8US, Channel Islands
United Kingdom

      RE:  Letter  Agreement  between Naturol Holdings,  Inc.,  MGA  Holdings
Limited, and Willow Holdings

Gentleman:

As  a  result  of recent discussions relative to Naturol Holdings,  Inc.  and
Naturol,  Inc., a wholly owned subsidiary of Naturol Holdings, Inc. inability
to make the license payments as required in the license agreement between MGA
Holdings  Limited,  formerly Naturol Limited, and  Naturol,  Inc.,  a  Nevada
corporation,  the  parties have agreed to formalize their agreement  in  this
"Letter Agreement."

THIS  LETTER  AGREEMENT is executed by and among Naturol Holdings,  Inc.  and
Naturol,  Inc., (collectively "Naturol"), MGA Holdings Limited  ("MGA"),  and
Willow Holdings, Inc. ("Willow"), on this 18th day of September 2002.

WHEREAS,  on  or  about August 20, 2001, Naturol, Inc., a Nevada  corporation
which  became a wholly owned subsidiary of Naturol Holdings, Inc. on or about
January  17, 2002, entered into a license agreement (the "License Agreement")
whereby Naturol acquired the exclusive rights to a process and apparatus  for
preparing  extracts  and oils from natural plants and  other  matters,  which
process  was  covered by PCT Patent applications as defined  in  the  License
Agreement.  Additionally, the License Agreement called  for  the  payment  of
certain obligations including but not limited to payment of royalties  of  8%
and an annual payment of $360,000.

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WHEREAS,  Naturol has paid a total of $50,000 towards the annual  payment  of
the $360,000.

WHEREAS,  Naturol received correspondence from MGA indicating MGA's intention
to  default  Naturol on the License Agreement, and take a  course  of  action
including  termination of the License Agreement. On or about April  of  2002,
MGA informed Naturol that MGA would not take a default action against Naturol
for  its  failure to make payments under the terms of the License  Agreement;
however no continuing term for the waiver of default was agreed upon.

WHEREAS,  in an effort to resolve their differences, the parties have  agreed
to take the following actions:

1.    MGA  waives  all  payment obligations by Naturol  under  the  License
     Agreement up to this date of September 18, 2002.
2.   MGA and Naturol agree to execute the amended and restated non-exclusive
license agreement ("Amended Non-exclusive License Agreement"), a copy of
which is attached to this Letter Agreement. This Amended Non-exclusive
License Agreement will supercede all terms and conditions of the License
Agreement.
3.   Naturol has the option of converting the Amended Non-exclusive License
Agreement to an exclusive license agreement, based upon the terms and
conditions reflected in the Non-exclusive License Agreement, which include
the payment of certain annual monetary obligations as referenced therein.
4.   Willow, concurrent with the effectiveness of this agreement, and the
execution by MGA and Naturol of the Amended Non-exclusive License Agreement
will return to Naturol, 9,331,321 shares of common stock of Naturol issued to
Willow in exchange for the License Agreement.
5.   MGA and Naturol agree that MGA or its assigns will manage, on behalf of
Naturol, Naturol's interest in its subsidiary, Naturol Canada Limited, which
is 49% owned by Naturol and 51% owned by Isaac Moss. Naturol will be provided
access to all technological developments relating to the technology as

<PAGE>

referenced in the Amended License Agreement, which technology is being
further developed at the Prince Edward Island Food Technology Centre in
Canada. MGA will assume and indemnify Naturol of all outstanding financial
obligations incurred by Naturol or Naturol Canada Limited in reference to the
activities of Naturol Canada Limited, including but not limited to the
obligations to the National Research Council of Canada Industrial Research
Assistance Program Contribution to Firms Agreement. Additionally, MGA will
continue to pay all future financial obligations of Naturol Canada Limited
relating to obligations of Naturol Canada Limited to National Research
Council of Canada Industrial Research Assistance Program Contribution to
Firms Agreement.
6.   MGA will assume all financial obligations relating to patent and
licensing issues, including past obligations by Naturol to patent counsel.
MGA will provide Naturol with access to all the benefits of the patents,
copyrights, and other intellectual property rights which are derived from or
in relation to the technology referenced in the Amended License Agreement.
7.   All parties to this Letter Agreement, including the individuals and or
entities executing this Letter Agreement in agreement thereof, waive any
rights to any claims each may have against the other in relation to either
the non-payment of any license fees or any other terms or conditions of the
License Agreement or purported default thereof, if any.

This  Letter Agreement is agreed to this 18th day of September, 2002, by  and
among the following parties:

MGA HOLDINGS, INC.

By: /s/Tobias A G Mathews
     Tobias A G Mathews, Director


WILLOW HOLDINGS, INC.

By: /s/ Patricia Jehan
     Paul McClory,


NATUROL HOLDINGS INC.

By: /s/Isaac Moss
     Isaac Moss, President

Agreed to by:

     Naturol Canada Limited

     By: /s/Isaac Moss
          Isaac Moss

Agreed to individually by:

     /s/Isaac Moss
     Isaac Moss

     /s/Paul McClory
     Paul McClory