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                                                                    EXHIBIT 10.1
                                                                                
                      JAFRA COSMETICS INTERNATIONAL, INC.
                           SUPPLEMENTAL SAVINGS PLAN
                                        

1.  Purpose.  The Jafra Cosmetics International, Inc. Supplemental Savings Plan
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    (the "Plan") has been adopted by Jafra Cosmetics International, Inc. (the
    "Company") to provide additional benefits to certain employees of the
    Company and those of its affiliates selected by the Committee to be
    participating employers hereunder (the "Participating Affiliates"), whose
    benefits under the Jafra Cosmetics International 401(k) Savings Plan (the
    "Savings Plan") have been limited by the provisions of the Internal Revenue
    Code of 1986, as amended (the "Code").

    The Plan is intended, to the extent possible, to constitute an "excess
    benefit plan" within the meaning of Section 3(36) of the Employee Retirement
    Income Security Act of 1974, as amended ("ERISA"), and otherwise to
    constitute an unfunded plan maintained primarily for the purpose of
    providing deferred compensation for a select group of management or highly
    compensated employees as described in Sections 201(2), 301(a) and 401(a)(1)
    of ERISA.

2.  Eligible Employees.  Employees eligible to participate in this Plan for any
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    calendar year shall be those employees of the Company and Participating
    Subsidiaries who are eligible to participate in the Savings Plan and (i)
    whose Annual Additions, as defined in Section 415(c)(2) of the Code, are
    limited as described in Sections 4(a) and 4(d) below, or (ii) who are
    determined by the "Committee", as that term is defined below, to be
    management or highly compensated employees for such year and whose
    contributions or Compensation taken into account under the Savings Plan are
    limited for such year by reason of another provision of the Code, based on
    actual participation in the Savings Plan ("Participants"). The Committee may
    establish guidelines to determine which employees are eligible to
    participate in the Plan, or may make individual eligibility determinations
    or both, as it shall decide in its sole discretion.

3.  Participants.  Participants are Eligible Employees who elect to participate
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    in the Plan, at such time and in such manner as may be prescribed by the
    Committee, by executing and delivering to the Company a participation and
    salary deferral agreement, in such form and at such time as prescribed by
    the Committee. Participation in the Plan may be discontinued only as
    permitted by the Committee. Any individual who has previously participated
    in the Plan shall be considered a Participant for the purposes of the Plan,
    other than Section (4)(a) and (b) below, until final distribution is made of
    amounts credited to the individual's accounts under the Plan.

4.  Deferrals and Additional Credits.
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    (a)  Election to Defer.  A Participant may elect to defer hereunder any 
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         portion of the Compensation from the Company which the Participant
         would contribute to the Savings Plan for a calendar year, but which
         cannot be contributed as a direct or indirect result of the application
         of the limitations set forth in Section 4(d) below. The amount a
         Participant has elected to defer hereunder (the "Participant's
         Deferral") will be recorded in an account, entitled the "Supplemental
         Savings Account," maintained for each Participant on the books of the
         Company, and shall be subject to all the terms and conditions set forth
         below. A Participant shall always have a fully vested right in amounts
         credited to the Supplemental Savings Account maintained for such
         Participant.

         A deferral election shall apply to amounts which would constitute
         either "tax-deferred" or "after-tax", as described in the Savings Plan.
         However, all amounts contributed hereunder shall, to the extent
         consistent with applicable Federal and state tax laws, rulings and
         regulations as in effect from time to time, be treated by the Company
         as not includable in the Participant's income for Federal income tax
         purposes.
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    (b)  Company Matching Contribution.  The Committee shall determine the 
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         amount of the Company Matching Contribution that would have been made
         to the Savings Plan in respect of any Participant Deferral, and shall
         be recorded by the Company in an account on its books, entitled the
         "Supplemental Company Contribution Account," maintained for such
         Participant. Amounts credited to a Participant's Supplemental Company
         Contribution Account shall become vested at the same time the
         Participant becomes vested in his Employer Matching Contributions under
         the Savings Plan.

    (c)  Income, Gains and Losses.
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         (i)  Subject as provided in clause (ii) below, amounts recorded in a
              Participant's Supplemental Savings Account and Supplemental
              Company Contribution Account (collectively, the "Participant's
              Investment Account") shall be credit with income, gains and losses
              as follows:

              (A)  The Company may, but is not required to, establish a trust
                   (the "Trust"), with an independent trustee (the "Trustee"),
                   for the purpose of segregating and investing amounts deferred
                   hereunder, provided that any such Trust shall be structured
                   so that the assets of the Trust are treated as assets of the
                   Company for Federal income tax purposes. If a Trust is
                   created, the Trustee shall invest Trust assets in accordance
                   with the Participant elections as described below

              (B)  The Committee shall make one or more investment choices (the
                   "Investment Choices") available to Participants from time to
                   time. The Investment Choices shall reflect actual investments
                   available to the Trustee, if applicable, or otherwise be
                   available to the public for investment of like amounts.

              (C)  Participants shall be given the opportunity to have their
                   Investment Accounts treated as if invested in one or more of
                   these Investment Choices. The Committee will then increase or
                   decrease the Participant's Investment Account based on the
                   actual income, gains and losses reported with respect to the
                   Investment Choice or Choices a Participant has made
                   (determined without regard to applicable Federal, state or
                   local income taxes).

         (ii) In the alternative, the Committee may adopt guidelines adding to
              the provisions of clause (i) set forth above, and providing an
              alternate method for determining the value of part or all of a
              Participant's Investment Accounts; provided, the Committee shall
              give Participants written notice of any such alternate investments
              and shall make any guidelines available to Participants upon
              request.

    (d)  Limitations.  For the purposes of Section 4(a) above, the applicable
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         limitations set forth in the Code are (i) the limitations on Annual
         Additions set forth in Section 415 of the Code, (ii) the limitation on
         elective deferrals under Section 402(g) of the Code, (iii) the
         limitation on Compensation set forth in Section 401(a)(17), and (iv) if
         and to the extent determined by the Committee for a given year, the
         limitations on contributions by and on behalf of Highly Compensated
         Employees set forth in Sections 401(k) and 401(m) of the Code.

5.  Payments from Accounts.
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    (a)  Payment Generally.  Except as otherwise provided in this Section, no
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         amounts shall be payable under the Plan to any Participant while he is
         employed by the Company or any Participating Affiliate. While employed,
         a Participant may request a payment of amounts credited to the
         Supplemental Savings Account maintained for such Participant on the
         basis of an immediate and heavy financial hardship for which no other
         resources are available to the Participant and following the
         Participant's withdrawal of all amounts then available for withdrawal
         from the Savings Plan. Such request shall be subject to the approval of
         the Committee or its delegate. A hardship distribution shall be debited
         against the Participants accounts in such manner as is prescribed by
         the Committee. Unless an election is made in accordance with Section 5
         (b) below or unless Section 5 (c) below applies, all vested amounts
         credited to a Participant's accounts under the Plan shall be paid
         within 30 days following termination of the Participant's employment.
         The 
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         value of such accounts shall be determined, with respect to each
         Investment Choice, the most recent valuation date on or prior to the
         date the Participant's employment terminates.

    (b)  Installments.  Notwithstanding Section 4(a) above, a Participant may 
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         elect to receive payment of his accounts under the Plan in the form of
         annual installments of from two to ten years commencing in the calendar
         year following the year of the Participant's termination of employment
         with the Company and all Participating Subsidiaries, provided (i) the
         Participant's termination of employment is on account of retirement or
         total or permanent disability (such terms having the same meanings as
         used under the Savings Plan), (ii) the value of the Participant's
         vested account balance under the Plan as of the close of the date of
         termination is at least $25,000, and (iii) the Participant's
         installment payment election is made at least twelve months prior to
         the date of such termination. The amount of each installment shall be
         determined by multiplying (i) the aggregate value of the Participant's
         accounts as of the day of the installment, determined in a manner
         consistent with Section 5(a) above, by (ii) a fraction the numerator of
         which is 1 and the denominator of which is the number of installments
         remaining to be paid, inclusive of the installment being valued.
         Pending final distribution, the remaining balance in the Participant's
         accounts shall continue to be credited or debited with amounts as
         described in Section 4 (c) above.

    (c)  Special Rule:  Plan Termination. Upon the termination of this plan or 
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         the Savings Plan, all unvested accounts under this Plan shall vest and
         all accounts shall be paid to Participants as provided under Section
         4(a) as if the date of Plan termination constituted the date of
         termination of employment.

    (d)  Reference to Savings Plan.  All determinations of value of the
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         Participant's accounts under the Plan, and not disposed of under
         Section 4( c) above, shall be made in accordance with the relevant
         provisions of the Savings Plan.

    (e)  Tax Withholding.  All payments under the Plan shall be subject to any
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         required withholding of Federal, state and local taxes.

6.  Source of Payments.  All amounts payable under the Plan shall be paid by the
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    Company and Participating Subsidiaries from general assets. Notwithstanding
    the maintenance of records on its books as described in Section 4 above, no
    Participant shall have any right or interest in any assets of the Company or
    any Participating Affiliate other than as an unsecured general creditor, and
    no separate fund shall be established in which any Participant has any right
    or interest. The foregoing shall not prevent the Company or any
    Participating Affiliate from establishing the Trust, or any other fund from
    which to satisfy its payment obligations under the Plan.

7.  Plan Amendment and Termination.  The plan may be amended or terminated by
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    the Company at any time and in any manner, provided that no amendment or
    termination shall adversely affect the rights and benefits of Participants
    with respect to Compensation deferred or deducted pursuant to the Plan prior
    to such action.

8.  No Right of Employment.  The adoption and operation of this Plan shall not
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    create in any Participant a right of continued employment with the Company
    or any Participating Affiliate.

9.  Administration.  The Plan shall be administered by the Savings Plan
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    Committee appointed by the Board of Directors of the Company (the
    "Committee"), which shall have the discretionary power and authority to
    construe and interpret the provisions of the Plan, to determine the
    eligibility of employees to participate in the Plan and the amount and
    timing of payment of any benefits due under the Plan, and to determine all
    other matters in carrying out the intended purposes of the Plan. In
    administering this Plan, including but not limited to considering appeals
    from the denial of claims for benefits and issuing decisions thereon, rules
    and procedures substantially similar to those set forth in the Savings Plan
    shall govern.

10. No Assignment of Interest.  The interest of any Participant under the Plan
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    may not be assigned, alienated, encumbered or otherwise transferred, and
    shall not be subject to attachment, garnishment, execution or levy; 
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    and any attempted assignment, alienation, encumbrance, transfer, attachment,
    garnishment, execution or levy shall be void and of no force or effect.

11. Securities Law Savings Provision.  Nothing contained in this Plan or in the
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    administration or operation thereof shall be interpreted or effectuated that
    would cause interests in the Plan to be treated as "derivative securities"
    under the Exchange Act and the rules and regulations promulgated thereunder.

12. Construction of Terms.  Except as expressly provided in this Plan to the
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    contrary, capitalized terms referenced, but not separately defined herein
    shall have the same meanings as are applied to such terms in the Savings
    Plan as in effect from time to time.

                              JAFRA COSMETICS INTERNATIONAL, INC.


Date:  October 27, 1998       By:    /S/ Ralph S. Mason, III
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                                 Ralph S. Mason, III
                                 Vice Chairman and General Counsel