AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Agreement") is made and
entered into as of the 30th day of June, 2000, between International Cosmetics
Marketing, Inc., a Florida corporation, whose principal place of business is
6501 N.W. Park of Commerce Boulevard, Suite 205, Boca Raton, Florida 33487, and
any of its successors or affiliated companies (collectively, the "Company") and
Stephanie McAnly, an individual whose address is 714 N. Manatee Avenue, Apt. 3,
Arcadia, Florida 34266 (the "Employee").

                                    RECITALS

         WHEREAS, the Company is a Florida corporation and is principally
engaged in the business of marketing, distributing and selling consumer
products.

         WHEREAS, the Company and the Employee are parties to that certain
Employment Agreement dated as of August 19, 1999 (the "Employment Agreement"), a
copy of which is attached hereto as Exhibit A and incorporated herein by such
reference.

         WHEREAS, the Company and the Employee wish to amend certain terms of
the Employment Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company and the Employee do hereby agree as follows:

         1. Recitals. The above recitals are true, correct, and are herein
incorporated by reference.

         2. Compensation and Benefits. Paragraph 5(c), Additional Options, of
the Employment Agreement is hereby deleted in its entirety and the following
paragraph is hereby substituted in its place:

                  c. Additional Options. Effective June 30, 2000 the Employee is
                  granted 100,000 Options to purchase shares of the Company's
                  Common Stock at an exercise price of $2.50 per share under the
                  Company's 1997 Stock Option Plan and pursuant to the form of
                  Option attached hereto as Exhibit B and incorporated herein by
                  such reference. The Options shall vest, subject to the
                  continued employment of Employee, as follows: (a) 50,000
                  Options on August 19, 2001 and 50,000 Options on August 19,
                  2002 and shall be exercisable for a five (5) year period from
                  the date of vesting,


<PAGE>


         3. No Other Modifications. Except as specifically amended by this
Agreement, all other terms and conditions of the Employment Agreement shall
remain in full force and effect.

         4. Completeness and Modification. This Agreement constitutes the entire
understanding between the parties hereto regarding the subject matter hereof,
superseding all prior and contemporaneous agreements or understandings among the
parties hereto concerning the Employment Agreement. This Agreement may be
amended, modified, superseded or canceled, and any of the terms, covenants,
representations, warranties or conditions hereof may be waived, only by a
written instrument executed by the parties or, in the case of a waiver, by the
party to be charged.

         5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one agreement.

         6. Binding Effect/Assignment. This Agreement shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Employee but shall be assignable by the
Company in connection with the sale, transfer or other disposition of its
business or to any of the Company's affiliates controlled by or under common
control with the Company.

         7. Governing Law. This Agreement shall become valid when executed and
accepted by Company. The parties agree that it shall be deemed made and entered
into in the State of Florida and shall be governed and construed under and in
accordance with the laws of the State of Florida. Anything in this Agreement to
the contrary notwithstanding, the Employee shall conduct the Employee's business
in a lawful manner and faithfully comply with applicable laws or regulations of
the state, city or other political subdivision in which the Employee is located.

         8. Further Assurances. All parties hereto shall execute and deliver
such other instruments and do such other acts as may be necessary to carry out
the intent and purposes of this Agreement.

         9. Headings. The headings of the sections are for convenience only and
shall not control or affect the meaning or construction or limit the scope or
intent of any of the provisions of this Agreement.

         10. Survival. Any termination of this Agreement shall not, however,
affect the ongoing provisions of this Agreement which shall survive such
termination in accordance with their terms.

         11. Severability. The invalidity or unenforceability, in whole or in
part, of any covenant, promise or undertaking, or any section, subsection,
paragraph, sentence, clause, phrase or word or of any provision of this
Agreement shall not affect the validity or enforceability of the remaining
portions thereof.


                                       2
<PAGE>


         12. Enforcement. Should it become necessary for any party to institute
legal action to enforce the terms and conditions of this Agreement, the
successful party will be awarded reasonable attorneys' fees at all trial and
appellate levels, expenses and costs.

         13. Venue. Company and Employee acknowledge and agree that the U.S.
District for the Southern District of Florida, or if such court lacks
jurisdiction, the 17th Judicial Circuit (or its successor) in and for Broward
County, Florida, shall be the venue and exclusive proper forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts, they will not contest or challenge the jurisdiction or venue of these
courts.

         14. Construction. This Agreement shall be construed within the fair
meaning of each of its terms and not against the party drafting the document.

         15. Independent Legal Counsel. The parties have either (i) been
represented by independent legal counsel in connection with the negotiation and
execution of this Agreement, or (ii) each has had the opportunity to obtain
independent legal counsel, has been advised that it is in their best interests
to do so, and by execution of this Agreement has waived such right.

THE EMPLOYEE ACKNOWLEDGES THAT THE EMPLOYEE HAS READ ALL OF THE TERMS OF THIS
AGREEMENT, UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND
CONDITIONS.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of date
set forth in the first paragraph of this Agreement.

                                  THE COMPANY:

                                  INTERNATIONAL COSMETICS MARKETING, INC.

                                  By: /s/ Sonny Spoden
                                      ------------------------------------------
                                         Sonny Spoden, Chief Financial Officer

                                  THE EMPLOYEE
                                   /s/ Stephanie McAnly
                                  -------------------------------------
                                  Stephanie McAnly


                                       3

<PAGE>

                                    EXHIBIT B

                     INTERNATIONAL COSMETICS MARKETING, INC.
                      6501 N.W. Park of Commerce Boulevard
                                    Suite 205
                            Boca Raton, Florida 33487

                                                                  June 30, 2000


Ms. Stephanie McAnly
714 North Manatee Avenue
Apartment 3
Arcadia, Florida 34266

Dear Stephanie:

         The Board of Directors of International Cosmetics Marketing, Inc. (the
"Corporation") is pleased to award you an Option pursuant to the provisions of
the 1997 Stock Option Plan (the "Plan"). This letter will describe the Option
granted to you. Attached to this letter is a copy of the Plan. The terms of the
Plan also set forth provisions governing the Option granted to you. Therefore,
in addition to reading this letter you should also read the Plan. Your signature
on this letter is an acknowledgment to us that you have read and under-stand the
Plan and that you agree to abide by its terms. All terms not defined in this
letter shall have the same meaning as in the Plan.

         1. Type of Option. You are granted an ISO. Please see in particular
Section 11 of the Plan.

         2. Rights and Privileges. Subject to the conditions hereinafter set
forth, we grant you the right to purchase 100,000 shares of Stock at $2.50 per
share, the current fair market value of a share of Stock.

         3. Vesting and Time of Exercise. The options shall vest, subject to the
continued employment of Employee, as follows: (a) 50,000 options on August 19,
2001 and 50,000 Options on August 19, 2002. The Options shall be exercisable for
a five (5) period from the date of vesting and ending when they terminate as
provided in Section 5 of this letter.

         4. Method of Exercise. The Option shall be exercised by written notice
to the Chairman of the Board of Directors at the Corporation's principal place
of business. The notice shall set forth the number of shares of Stock to be
acquired and shall contain a check payable to the Corporation in full payment
for the Stock or that number of already owned shares of Stock equal in value to
the total Exercise Price of the Option. We shall make delivery of the shares of
Stock subject to the conditions described in Section 13 of the Plan.


                                      B-1

<PAGE>


         5. Termination of Option. To the extent not exercised, the Option shall
terminate upon the first to occur of the following dates:

         (a) 50,000 Options on June 29, 2006 and 50,000 Options on June 29,
2007, being five (5) years from the date of vesting pursuant to the provisions
of Section 3 of this Agreement; or

         (b) The expiration of thirty (30) days following the date your
employment terminates with the Corporation and any of its subsidiaries included
in the Plan for any reason, other than by reason of death or permanent
disability. As used herein, "permanent disability" means your inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or 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 12 months; or

         (c) The expiration of 12 months following the date your employment
terminates with the Corporation and any of its subsidiaries included in the
Plan, if such employment termination occurs by reason of your death or by reason
of your permanent disability (as defined above).

         6. Securities Laws. The Option and the shares of Stock underlying the
Option have not been registered under the Securities Act of 1933, as amended
(the "Act"). The Corporation has no obligations to ever register the Option or
the shares of Stock underlying the Option. All shares of Stock acquired upon the
exercise of the Option shall be "restricted securities" as that term is defined
in Rule 144 promulgated under the Act. The certificate representing the shares
shall bear an appropriate legend restricting their transfer. Such shares cannot
be sold, transferred, assigned or otherwise hypothecated without registration
under the Act or unless a valid exemption from registration is then available
under applicable federal and state securities laws and the Corporation has been
furnished with an opinion of counsel satisfactory in form and substance to the
Corporation that such registration is not required.

         7. Binding Effect. The rights and obligations described in this letter
shall inure to the benefit of and be binding upon both of us, and our respective
heirs, personal representatives, successors and assigns.






                                      B-2



<PAGE>


         8. Date of Grant. The Option shall be treated as having been granted to
you on the date of this letter even though you may sign it at a later date.

                                         Very truly yours,

                                         INTERNATIONAL COSMETICS MARKETING, INC.

                                         By:  /s/ Sonny Spoden
                                             ----------------------------------
                                         Sonny Spoden, Chief Financial Officer

AGREED AND ACCEPTED:


/s/ Stephanie McAnly
----------------------
Stephanie McAnly



                                      B-3