CARSON, INC.
                                  64 Ross Road
                               Savannah, GA 31405

                                February 25, 2000


Lawrence E. Bathgate, II
c/o Bathgate, Wegener & Wolf
One Airport Road
Lakewood, NJ  08701

Abbey J. Butler
207 Dune Road
Box 137
Westhampton Beach, NY  11978

Melvyn J. Estrin
7200 Wisconsin Avenue
Suite 600
Bethesda, MD  20814

John L. Sabre
1060 Fifth Avenue
New York, NY  10128

Vincent A. Wasik
c/o MCG Global, LLC
One Morningside Drive North
Suite 200
Westport, CT  06880

Malcolm R. Yesner
64 Ross Road
Savannah, GA  31405

Dear Sirs:

                  We  understand  that you have  each  deposited  $116,150  with
GrandBank  to be  used  as  collateral  by  GrandBank  for  its  issuance  of an
irrevocable  letter of  credit  due March 31,  2000 to  guarantee  a portion  of
Carson's  undertaking to pay the $2 million litigation  settlement amount due to
AM Products Company by March 31, 2000 (the "Litigation  Settlement").  If Carson
pays the full $2  million on or prior to March 31,  2000,  there will be no draw
down on the letter of credit,  the letter of credit will  terminate and the bank
will return each of your deposits  together  with any interest  payments due, as
arranged with GrandBank.  Thereafter,  you can request reimbursement of your pro
rata portion of GrandBank's $6,900 letter of credit fee from Carson.

<PAGE>

                  In the event  that  amounts  are drawn  down on the  letter of
credit,  your pro rata portion of the amount drawn down (plus GrandBank's $6,900
letter of credit fee) will be repaid from one of two sources as follows:  (i) if
Cosmair's tender offer for Carson's shares of common stock is consummated, up to
$531,492  or such  less  amount  as has been  drawn  down  (which  amount  shall
constitute full and complete contribution of DNL Partners Limited Partnership to
the  Litigation  Settlement)  of the  repayments  will be  paid by DNL  Partners
Limited  Partnership  out of the proceeds  received by them from their tender of
shares of common stock in the Cosmair,  Inc.  tender  offer,  and any  remaining
amount will be paid by Carson, or (ii) if the merger with Cosmair,  Inc. has not
been completed by July 31, 2000, the full amount of the repayments  will be paid
by Carson.  In either case, any amounts owed to you will accrue  interest at the
rate of 12% per annum from and including April 1, 2000 to the date of repayment.
Any amounts owing to you by Carson under this Letter  Agreement shall constitute
senior unsecured  indebtedness of Carson.  Any portion of your deposit not drawn
down will be returned to you by GrandBank as described above.

                  This Letter  Agreement and the rights and  obligations  of the
parties  hereunder  shall be governed by, and construed in accordance  with, the
laws of the State of New York.  This  Letter  Agreement  may be  executed in any
number of counterparts  and by the parties  hereunder on separate  counterparts,
each of which when so executed and  delivered  shall be an original,  but all of
which shall together constitute one and the same instrument. Neither this Letter
Agreement nor any terms hereof may be changed, waived,  discharged or terminated
unless such change, waiver, discharge or termination is in writing signed by the
parties hereto.

                                   Sincerely,

                                                    CARSON, INC.

                                                    By:  /s/Robert W. Pierce
                                                         Name:  Robert W. Pierce
                                                         Title: Chief Financial
                                                                Officer


AGREED TO AND ACCEPTED:

DNL PARTNERS LIMITED PARTNERSHIP

By: DNL Group, L.L.C.

  By:  /s/ Vincent A. Wasik
       Name:   Vincent A. Wasik
       Title:  Manager

  By:  /s/Lawrence E. Bathgate, II
       Name:   Lawrence E. Bathgate, II
       Title:  Member

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