STOCKHOLDERS AGREEMENT

                  This STOCKHOLDERS  AGREEMENT dated as of  February 25, 2000 by
and among Cosmair, Inc., a  Delaware  corporation ("Parent"), Crayon Acquisition
Corp., a Delaware  corporation wholly  owned by  Parent ("Sub"), Carson, Inc., a
Delaware  corporation  (the  "Company"), and  the  stockholders  of  the Company
signatory   hereto  (individually,   a  "Stockholder"  and,   collectively,  the
"Stockholders").


                                   WITNESSETH:

         WHEREAS,  concurrently  herewith,  Parent,  Sub  and  the  Company  are
entering into an Agreement  and Plan of Merger (as such  agreement may hereafter
be amended from time to time, the "Merger Agreement") pursuant to which Sub will
be merged with and into the Company (the "Merger");

         WHEREAS,  in furtherance  of the Merger,  Parent and the Company desire
that as soon as  practicable  (and not later than eight business days) after the
execution and delivery of the Merger Agreement, Sub commence a cash tender offer
to purchase any and all  outstanding  shares of Class A Common Stock (as defined
in Section 1.1); and

         WHEREAS,  as an inducement  and a condition to entering into the Merger
Agreement,  Parent has required that the Company and Stockholders agree, and the
Company and Stockholders have agreed, to enter into this Agreement;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
premises,  representations,   warranties,  covenants  and  agreements  contained
herein,  the parties  hereto,  intending  to be legally  bound,  hereby agree as
follows:

         1.       Definitions.  For purposes of this Agreement:

                  1.1      "Class A Common Stock" shall  mean the Class A Common
Stock, $.01 par value, of the Company.

                  1.2      "Class C Common Stock" shall  mean the Class C Common
Stock, $.01 par value, of the Company.

                  1.3 "Company Common Stock" shall mean, collectively, the Class
A Common Stock and the Class C Common Stock.

                  1.4   "Person"   shall   mean  an   individual,   corporation,
partnership,  joint venture,  association,  trust, unincorporated  organization,
limited liability company or other entity.

         Other capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement.


<PAGE>

         2.       Tenders of Shares.

                  2.1  Tender Requirement. Promptly following receipt of written
notice from Parent and Sub that at least 565,857  shares of Class A Common Stock
have been validly tendered in (and not withdrawn from) the Offer and that Parent
and Sub are  prepared  to accept for  payment  and pay for all shares of Class A
Common Stock so tendered and not withdrawn,  each  Stockholder  shall  (provided
that the Offer has not been  amended in a manner  adverse  to such  Stockholder)
convert  all of their  shares  of Class C Common  Stock  into  shares of Class A
Common Stock and validly  tender (and not  withdraw)  all of such  Stockholder's
shares of Class A Common Stock  pursuant to and in accordance  with the terms of
the Offer. Each Stockholder  hereby  acknowledges and agrees that the obligation
of Parent or Sub to accept for payment and pay for Company  Common  Stock in the
Offer,  including  the  Shares,  is subject to the terms and  conditions  of the
Offer.  Each Stockholder  shall be entitled to receive the highest price paid by
Sub pursuant to the Offer, the Merger or otherwise.

                  2.2  Permission to Disclose. Each Stockholder hereby agrees to
permit  Parent and Sub to publish and disclose in any  documents  filed with any
Governmental  or  Regulatory  Authority  in  connection  with the  Offer and the
Merger,   including,   if  Company  Stockholders'  Approval  is  required  under
applicable law, the Proxy Statement (including all documents and schedules filed
with the SEC),  Stockholder's identity and ownership of Company Common Stock and
the nature of Stockholder's  commitments,  arrangements and understandings under
this Agreement.

         3.       Voting of Company Common Stock. Each Stockholder hereby agrees
that,  during the period  commencing on the date hereof and continuing until the
first  to  occur of the  Effective  Time or  termination  of this  Agreement  in
accordance  with  Section  7, at any  meeting of the  holders of Company  Common
Stock,  however called, or in connection with any written consent of the holders
of Company Common Stock,  such Stockholder shall vote (or cause to be voted) the
number of shares of Company Common Stock set forth  opposite such  Stockholder's
name on  Schedule 1 hereto  (the  "Existing  Shares")  and any shares of Company
Common Stock acquired by such  Stockholder  after the date hereof  (collectively
with the  Existing  Shares,  the  "Shares"):  (i) in favor  of the  Merger,  the
execution  and delivery by the Company of the Merger  Agreement and the approval
of the terms  thereof and each of the other actions  contemplated  by the Merger
Agreement and this Agreement and any actions required in furtherance thereof and
hereof;  (ii) against any action,  any failure to act, or  agreement  that would
result in a breach in any respect of any covenant, representation or warranty or
any other  obligation or agreement of the Company under the Merger  Agreement or
this Agreement; and (iii) except as otherwise agreed to in writing in advance by
Parent,   against  the  following   actions  (other  than  the  Merger  and  the
transactions  contemplated  by the  Merger  Agreement):  (A)  any  extraordinary
corporate  transaction,  such  as a  merger,  consolidation  or  other  business
combination  involving  the Company or its  Subsidiaries;  (B) a sale,  lease or
transfer of a material amount of assets of the Company or its Subsidiaries, or a
reorganization,  recapitalization,  dissolution or liquidation of the Company or
its Subsidiaries; (C) (1) any change in a majority of the persons who constitute
the  board  of  directors  of  the  Company;  (2)  any  change  in  the  present
capitalization of the Company or any of its Subsidiaries or any amendment of the
Company's  or any  Subsidiary's  Certificate  of  Incorporation  or  Bylaws  (or
comparable  organizational  documents);  (3) any  other  material  change in the
Company's or any Subsidiary's  corporate structure or business; or (4) any other

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<PAGE>

action  involving the Company or its  Subsidiaries  which is intended,  or could
reasonably be expected, to impede, interfere with, delay, postpone, or adversely
affect the Merger and the  transactions  contemplated  by this Agreement and the
Merger  Agreement.  Each  Stockholder  agrees  that it shall not enter  into any
agreement or  understanding  with any person or entity the effect of which would
be to violate the provisions and agreements contained in this Section 3.

         4.       Other   Covenants,  Representations   and   Warranties.   Each
Stockholder  hereby  represents  and warrants  to Parent  with  respect to  such
Stockholder as follows:

                  4.1.  Ownership  of  Shares.  Stockholder  is  the  record  or
beneficial owner of the number of Shares set forth opposite  Stockholder's  name
on Schedule I hereto. On the date hereof, the Existing Shares set forth opposite
Stockholder's  name on Schedule I hereto  constitute  all of the Shares owned of
record and  beneficially by  Stockholder.  Stockholder has sole voting power and
sole power to issue  instructions  with respect to the matters set forth in this
Agreement  and the Proxy (as defined in Section  8), sole power of  disposition,
sole power of conversion,  sole power to demand  appraisal rights and sole power
to agree to all of the matters set forth in this  Agreement  and Proxy,  in each
case with respect to all of the Existing Shares set forth opposite Stockholder's
name on Schedule I hereto,  with no limitations,  qualifications or restrictions
on such  rights,  subject to  applicable  securities  laws and the terms of this
Agreement and the Proxy.

                  4.2  Power;  Binding  Agreement.  Stockholder  has  the  legal
capacity,  power and  authority  to enter into and perform all of  Stockholder's
obligations  under this  Agreement and the Proxy.  The  execution,  delivery and
performance  of this  Agreement  and the Proxy do not and will not  violate  any
other agreement to which Stockholder is a party including,  without  limitation,
any voting agreement, stockholders agreement or voting trust. This Agreement and
the Proxy have been duly and validly  executed and delivered by Stockholder  and
constitute  valid and binding  agreements of  Stockholder,  enforceable  against
Stockholder  in accordance  with their terms,  except as  enforceability  may be
limited by bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting the  enforcement of creditors'  rights  generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law). There is no beneficiary or holder of a voting
trust certificate or other interest of any trust of which Stockholder is trustee
whose consent is required for the execution and delivery of this Agreement,  the
Proxy or the  consummation by the Stockholder of the  transactions  contemplated
hereby and thereby.

                  4.3  No Conflicts.  Except for filings under the Exchange Act,
the HSR Act and any applicable  state  antitrust laws (i) no filing with, and no
permit, authorization,  consent or approval of, any state or federal public body
or  authority  or any  other  person  is  necessary  for the  execution  of this
Agreement and the Proxy by Stockholder  and the  consummation  by Stockholder of
the transactions  contemplated hereby and thereby and (ii) none of the execution
and delivery of this Agreement and the Proxy by Stockholder, the consummation by
Stockholder of the transactions contemplated hereby and thereby or compliance by
Stockholder with any of the provisions hereof or thereof shall (A) conflict with
or  result  in  any  breach  of  any  organizational   documents  applicable  to
Stockholder,  (B) result in a  violation  or breach of, or  constitute  (with or
without  notice or lapse of time or both) a  default  (or give rise to any third
party right of termination, cancellation, material modification or acceleration)
under any of the terms,  conditions or provisions of any note,  bond,  mortgage,

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indenture, license, contract, commitment, arrangement,  understanding, agreement
or other instrument or obligation of any kind to which Stockholder is a party or
by which Stockholder or any of Stockholder's  properties or assets may be bound,
or (C) violate any order, writ, injunction,  decree,  judgment,  order, statute,
rule or regulation applicable to Stockholder or any of Stockholder's  properties
or assets.

                  4.4  No  Encumbrances.  Except pursuant to  this Agreement and
the Proxy,  Stockholder's Shares  and the certificates  representing such Shares
are now, and at all times  during the term hereof will be, held  by Stockholder,
or by a nominee or custodian for the benefit of  Stockholder,  free and clear of
all liens, hypothecations, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other encumbrances whatsoever,
except for any such encumbrances or proxies arising  hereunder.  The transfer by
Stockholder of the Shares to Sub in the Offer shall pass to and  unconditionally
vest in Sub good and valid  title to the Shares so  transferred  by  Stockholder
free and clear of all claims, liens, restrictions,  security interests, pledges,
hypothecations, limitations and encumbrances whatsoever.

                  4.5  No Solicitation.  Until the earlier of the Effective Time
or termination of this Agreement in accordance  with its terms,  Stockholder (a)
shall not, in Stockholder's  capacity as such,  initiate,  solicit or encourage,
directly or  indirectly,  any inquiries or the making or  implementation  of any
proposal or offer (including,  without limitation,  any proposal or offer to the
stockholders  of the Company)  with respect to any  transaction  relating to the
Company or any of its Subsidiaries that constitutes an Alternative  Proposal, or
engage in any negotiations  concerning,  or provide any confidential information
or data to, or have any discussions  with, any Person relating to an Alternative
Proposal (excluding Parent and its affiliates and the transactions  contemplated
by the Merger Agreement),  or otherwise facilitate any effort or attempt to make
or implement an Alternative  Proposal;  (b) shall immediately cease and cause to
be terminated  any existing  activities,  discussions or  negotiations  with any
Person  with  respect to any of the  foregoing;  and (c) shall  promptly  inform
Parent  if any such  inquiry  or  proposal  or offer is  received  by,  any such
information  is requested  from, or any such  negotiations  or  discussions  are
sought to be initiated  or continued  with  Stockholder,  and will  identify the
party making such inquiry,  proposal, offer or request and, if an offer has been
received, will describe the material terms thereof.

                  4.6  Restriction  on  Conversion  and  Transfer,  Proxies  and
Non-Interference.  Beginning on the date hereof and ending on the earlier of the
Effective Time or termination  of this  Agreement,  except as required to comply
with the  provisions of this Agreement or the Proxy,  Stockholder  shall not (i)
directly or indirectly, convert into Class A Common Stock, offer for sale, sell,
transfer,  tender,  pledge,  encumber,  assign or otherwise dispose of, or enter
into any contract,  option or other arrangement or understanding with respect to
or consent to the conversion  into Class A Common Stock,  offer for sale,  sale,
transfer, tender, pledge,  encumbrance,  assignment or other disposition of, any
or all of Stockholder's  Shares or any interest therein;  (ii) grant any proxies
or powers of  attorney,  deposit any Shares into a voting  trust or enter into a
voting agreement with respect to any Shares; or (iii) take any action that would
make any  representation  or warranty of Stockholder  contained herein untrue or
incorrect  or have the  effect  of  preventing  or  disabling  Stockholder  from
performing Stockholder's obligations under this Agreement or the Proxy.

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<PAGE>

                  4.7  Waiver of Appraisal Rights. Stockholder hereby waives any
rights  of appraisal  or rights to dissent  from the Merger that Stockholder may
have.

                  4.8  Reliance   by  Parent.   Stockholder   understands    and
acknowledges  that Parent is entering  into,  and causing Sub to enter into, the
Merger Agreement in reliance upon  Stockholder's  execution and delivery of this
Agreement and the Proxy.

                  4.9  Further  Assurances.  From  time  to  time,  at  Parent's
request and without further consideration, Stockholder shall execute and deliver
such  additional  documents  and take all such further  lawful  action as may be
reasonably   necessary  or  desirable  to  consummate  and  make  effective  the
transactions contemplated by this Agreement and the Proxy.

                  4.10  No  Finder's Fees; No  Payments to  Stockholders.  Other
than  existing  financial  advisory  and  investment  banking  arrangements  and
agreements entered into by the Company, no broker,  investment banker, financial
adviser  or other  person  is  entitled  to any  broker's,  finder's,  financial
adviser's or other similar fee or commission in connection with the transactions
contemplated hereby based upon arrangements made by or on behalf of Stockholder.
Except as set forth on Schedule 4.10, there are no payments due or to become due
to the Stockholder or any of the  Stockholder's  Subsidiaries or affiliates from
the Company or any of its  Subsidiaries in connection with or as a result of the
consummation of the  transactions  contemplated by the Merger  Agreement or this
Agreement or otherwise.

         5.       Stop  Transfer; Changes  in  Shares.  Each Stockholder  agrees
with, and covenants  to, Parent that beginning on the date hereof and  ending on
the date of  termination of the Agreement,  such  Stockholder  shall not request
that the Company,  and the Company  hereby agrees with, and covenants to, Parent
that  beginning on the date hereof and ending on the date of termination of this
Agreement it will not,  register the transfer  (book-entry  or otherwise) of any
certificate or uncertificated  interest  representing any of such  Stockholder's
Shares,  unless such transfer is made in compliance with this Agreement.  In the
event of a dividend or  distribution,  or any change in the Company Common Stock
by reason of any dividend, split-up, recapitalization,  combination, exchange of
shares or the like,  the term  "Shares"  shall be deemed to refer to and include
the Shares as well as all such dividends and  distributions  and any shares into
which or for which any or all of the Shares may be changed or exchanged.

         6.       Conduct  as  a  Director.  Notwithstanding  anything  in  this
Agreement to the contrary,  the covenants and  agreements set forth herein shall
not prevent any of the Stockholders' designees serving on the Company's Board of
Directors from taking any action,  subject to the  applicable  provisions of the
Merger Agreement,  while acting in such designee's capacity as a director of the
Company;  provided that such action shall not in any manner affect Stockholder's
obligations under this Agreement or the Proxy.

         7.       Termination.   This   Agreement  shall   terminate,  and   the
transactions  contemplated  hereby shall be  abandoned,  automatically  upon the
termination of the Merger  Agreement in accordance  with its terms. In addition,
any  Stockholder  may terminate this Agreement at any time if the Effective Time
shall not have occurred on or prior to July 31, 2000.

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<PAGE>

         8.       Irrevocable  Proxy.   Each   Stockholder  acknowledges   that,
concurrently with the execution of this Agreement,  Stockholder has executed and
delivered  to Parent an  Irrevocable  Proxy in the form  attached  as  Exhibit A
hereto (the "Proxy").

         9.       Miscellaneous.

                  9.1  Entire Agreement.  This  Agreement,  the  Proxy  and  the
Merger Agreement  constitute the entire agreement among the parties with respect
to the  subject  matter  hereof and  supersede  all other prior  agreements  and
understandings,  both written and oral, among any of the parties with respect to
the subject matter hereof.

                  9.2  Certain  Events.   Each  Stockholder   agrees  that  this
Agreement  and the Proxy and the  obligations  hereunder  and  thereunder  shall
attach to such  Stockholder's  Shares  and shall be  binding  upon any person or
entity to which legal or beneficial ownership of such Shares shall pass, whether
by  operation  of  law  or  otherwise,   including,   without  limitation,  such
Stockholder's heirs,  guardians,  administrators or successors.  Notwithstanding
any transfer of Shares,  the transferor  shall remain liable for the performance
of all obligations of the transferor under this Agreement.

                  9.3  Assignment.  This Agreement shall not be assigned without
the prior  written  consent of the other  parties  hereto and no rights,  or any
direct or indirect interest herein, shall be transferable  hereunder without the
prior written consent of the other parties hereto;  provided that Parent and Sub
may assign or transfer their rights hereunder to any wholly-owned  subsidiary of
Parent,  or any corporation  that owns all of the  outstanding  stock of Parent,
directly or indirectly,  which assignment shall not relieve Parent or Sub of any
of their respective obligations hereunder.

                  9.4      Amendments, Waivers, Etc.  This  Agreement may not be
 amended,  changed, supplemented,  waived or  otherwise modified  or terminated,
except  upon the  execution and delivery of  a written agreement executed by the
parties to be bound thereby.

                  9.5  Notices.  All notices, requests and other  communications
hereunder  must be in  writing  and will be deemed  to have  been duly  given if
delivered  personally or by facsimile  transmission or mail (first class postage
prepaid) to the parties at the following addresses or facsimile numbers:

         If to Stockholders:             At the  addresses set forth on Schedule
                                         1 hereto

         with a copy to:                 Milbank, Tweed, Hadley & McCloy LLP
                                         1 Chase Manhattan Plaza
                                         New York, NY  10005
                                         Attention:  Lawrence Lederman, Esq. and
                                                     Robert S. Reder, Esq.
                                         Telephone:  (212) 530-5000
                                         Telecopy:   (212) 530-5219

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         If to the Company:              Carson, Inc.
                                         64 Ross Road
                                         Savannah, GA  31405
                                         Attention:  Malcolm R. Yesner
                                         Telephone:  (912) 651-3400
                                         Telecopy:   (912) 651-3424

         with a copy to:                 Milbank, Tweed, Hadley & McCloy LLP
                                         1 Chase Manhattan Plaza
                                         New York, NY  10005
                                         Attention:  Lawrence Lederman, Esq. and
                                                     Robert S. Reder, Esq.
                                         Telephone:  (212) 530-5000
                                         Telecopy:   (212) 530-5219

         If to Parent or Sub:            Cosmair, Inc.
                                         575 Fifth Avenue
                                         New York, NY  10017
                                         Attention:  John D. Sullivan
                                         Telephone:  (212) 984-4181
                                         Telecopy:   (212) 984-4946

         with a copy to:                 Weil, Gotshal & Manges LLP
                                         767 Fifth Avenue
                                         New York, NY  10153
                                         Attention:  Stephen E. Jacobs, Esq. and
                                                     Ellen J. Odoner, Esq.
                                         Telephone: (212) 310-8000
                                         Telecopy:  (212) 310-8007

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above.

                  9.6 Severability. Whenever possible, each provision or portion
of any  provision of this  Agreement and the Proxy will be  interpreted  in such
manner as to be effective and valid under applicable law but if any provision or
portion of any  provision of this  Agreement or the Proxy is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability  will not affect
any other provision or portion of any provision in such  jurisdiction,  and this
Agreement  and the  Proxy  will be  reformed,  construed  and  enforced  in such
jurisdiction as if such invalid,  illegal or unenforceable  provision or portion
of any provision had never been contained herein.

                  9.7  Specific  Performance.  The  parties  hereto  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  was not  performed  in  accordance  with its  specified  terms or was
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or  injunctions  to prevent  breaches of this  Agreement and to

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<PAGE>

enforce  specifically the terms and provisions  hereof in any court of competent
jurisdiction,  this  being in  addition  to any other  remedy to which  they are
entitled at law or in equity.

                  9.8  Remedies  Cumulative.  All  rights,  powers and  remedies
provided  under this  Agreement or the Proxy or  otherwise  available in respect
hereof at law or in equity  shall be  cumulative  and not  alternative,  and the
exercise of any  thereof by any party shall not  preclude  the  simultaneous  or
later exercise of any other such right, power or remedy by such party.

                  9.9  No Waiver.  The failure  of any party  hereto to exercise
any  right,  power or  remedy  provided  under  this  Agreement  or the Proxy or
otherwise  available  in respect  hereof at law or in equity,  or to insist upon
compliance  by  any  other  party  hereto  with  its  obligations  hereunder  or
thereunder, and any custom or practice of the parties at variance with the terms
hereof or thereof,  shall not  constitute a waiver by such party of its right to
exercise any such or other right, power or remedy or to demand such compliance.

                  9.10  No Third  Party  Beneficiaries.  This  Agreement is  not
intended to be for the benefit  of, and shall  not be enforceable by, any person
or entity who or which is not a party hereto.

                  9.11  Governing  Law.  This  Agreement and  the Proxy shall be
governed by and construed in  accordance with the laws of the State of Delaware,
without giving effect to the principles of conflicts of law thereof.

                  9.12  Consent to Jurisdiction.  Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection  with,  this  Agreement  or the  transactions  contemplated  by  this
Agreement may be brought against any of the parties in any federal court located
in the State of Delaware or any Delaware  state  court,  and each of the parties
hereto hereby consents to the exclusive  jurisdiction of such courts (and of the
appropriate  appellate courts  therefrom) in any such suit, action or proceeding
and waives any objection to venue laid therein. Process in any such suit, action
or proceeding may be served on any party  anywhere in the world,  whether within
or  without  the State of  Delaware.  Without  limiting  the  generality  of the
foregoing,  each party hereto  agrees that service of process upon such party at
the address  referred to in Section 9.5,  together  with written  notice of such
service to such party,  shall be deemed  effective  service of process upon such
party.

                  9.13  Descriptive  Headings.  The  descriptive  headings  used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.

                  9.14  Counterparts;   Effectiveness.  This  Agreement  may  be
executed in counterparts,  each of which shall be deemed to be an original,  but
all of which,  taken  together,  shall  constitute  one and the same  Agreement.
Notwithstanding  the foregoing,  this Agreement shall not be effective as to any
Stockholder until executed by all Stockholders.

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<PAGE>

                  IN WITNESS  WHEREOF,  this  Agreement  has been signed by each
party hereto as of the date first above written.

                                    COSMAIR, INC.



                                    By:  /s/Roger Dolden
                                         Name:   Roger Dolden
                                         Title:  Executive Vice President,
                                                  Chief Administrative Officer


                                    CRAYON ACQUISITION CORP.



                                    By:  /s/Roger Dolden

                                         Name:  Roger Dolden
                                         Title: Executive Vice President,
                                                  Chief Administrative Officer


                                    CARSON, INC.



                                    By:  /s/Malcolm R. Yesner
                                         Name:  Malcolm R. Yesner
v                                        Title:  Chief Executive Officer


                                    DNL PARTNERS LIMITED PARTNERSHIP
                                    By:  DNL Group, L.L.C.
                                         General Partner


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


                                    /s/Lawrence E. Bathgate, II
                                             Lawrence E. Bathgate, II

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<PAGE>


                                    /s/Abbey J. Butler
                                             Abbey J. Butler


                                    /s/Melvyn J. Estrin
                                             Melvyn J. Estrin


                                    /s/James L. Hudson
                                             James L. Hudson


                                    /s/Leroy Keith
                                             Leroy Keith


                                    /s/Jack Kemp
                                             Jack Kemp


                                    /s/Suzanne de Passe
                                             Suzanne de Passe


                                    /s/John L. Sabre
                                             John L. Sabre


                                    /s/Vincent A. Wasik
                                             Vincent A. Wasik


                                    /s/Malcolm R. Yesner
                                             Malcolm R. Yesner


                                    /s/S. Garrett Stonehouse
                                             S. Garrett Stonehouse


                                    /s/Robert W. Pierce
                                             Robert W. Pierce


                                    /s/Arthur Gnann
                                             Arthur Gnann

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<PAGE>



                                    /s/Julia E. Hudson
                                             Julia E. Hudson


                                    /s/Joyce Roche
                                             Joyce Roche


                                    NORTHWEST CAPITAL INC.



                                    By:  /s/Bradford N. Creswell
                                         Name:  Bradford N. Creswell
                                         Title: President


                                    MORGAN GUARANTY TRUST
                                    COMPANY OF NEW YORK,
                                    as trustee and in other fiduciary capacities



                                    By:  /s/ Joan L. Huggins-
                                         Name:  Joan L. Huggins
                                         Title: Vice President


                                    M&A INVESTMENTS, INC.



                                    By:  /s/Abbey J. Butler-
                                         Name:  Abbey J. Butler
                                         Title:


                                    NII HEALTH CARE CORPORATION



                                    By:  /s/Abbey J. Butler
                                         Name:  Abbey J. Butler
                                         Title:

                                       11

<PAGE>


                                    C.B. EQUITIES CAPITAL CORP. LLC



                                    By:  /s/Abbey J. Butler
                                         Name:  Abbey J. Butler
                                         Title: Portfolio Manager


                                    OXFORD CAPITAL MANAGEMENT LLC



                                    By:  /s/Abbey J. Butler
                                         Name:  Abbey J. Butler
                                         Title: Portfolio Manager


                                    C.B. EQUITIES RETIREMENT TRUST



                                    By:  /s/Abbey J. Butler
                                         Name:   Abbey J. Butler
                                         Title:  Portfolio Manager

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                                                                      Schedule I


--------------------------------------- ------------------- --------------------
                                         Existing Class A     Existing Class C
                    Name                     Shares (a)            Shares
                    ----                     ------                ------

--------------------------------------- ------------------- --------------------
DNL Partners Limited Partnership                    0                3,015,463
--------------------------------------- ------------------- --------------------
Lawrence E. Bathgate, II                       32,835 (b)                    0
--------------------------------------- ------------------- --------------------
Abbey J. Butler                               143,335 (c)               11,540
--------------------------------------- ------------------- --------------------
Melvyn J. Estrin                               26,335 (d)               11,540
--------------------------------------- ------------------- --------------------
James L. Hudson                                36,135 (e)                    0
--------------------------------------- ------------------- --------------------
Leroy Keith                                    23,500 (f)              341,100
--------------------------------------- ------------------- --------------------
Jack Kemp                                      26,335 (g)               46,139
--------------------------------------- ------------------- --------------------
Suzanne de Passe                               22,835 (h)               11,540
--------------------------------------- ------------------- --------------------
John L. Sabre                                  38,336 (i)               23,069
--------------------------------------- ------------------- --------------------
Vincent A. Wasik                               52,170 (j)                    0
--------------------------------------- ------------------- --------------------
Malcolm R. Yesner                             149,467                        0
--------------------------------------- ------------------- --------------------
S. Garrett Stonehouse                               0                  159,180
--------------------------------------- ------------------- --------------------
Robert W. Pierce                               18,000                        0
--------------------------------------- ------------------- --------------------
Arthur Gnann                                        0                   29,677
--------------------------------------- ------------------- --------------------
Julia E. Hudson                                     0                   11,540
--------------------------------------- ------------------- --------------------
Joyce Roche                                         0                  118,713
--------------------------------------- ------------------- --------------------
Northwest Capital Inc.                              0                  159,180
--------------------------------------- ------------------- --------------------
Morgan Guaranty Trust Company
of New York                                         0                1,187,482
--------------------------------------- ------------------- --------------------
M&A Investments, Inc.                       1,359,690                        0
--------------------------------------- ------------------- --------------------
NII Health Care Corporation                   372,000                        0
--------------------------------------- =================== ====================
C.B. Equities Capital Corp. LLC               262,500                        0
--------------------------------------- =================== ====================
Oxford Capital Management LLC                 212,500                        0
--------------------------------------- =================== ====================
C.B. Equities Retirement Trust                100,000                        0
--------------------------------------- =================== ====================
         TOTAL                              2,875,973                5,126,163
--------------------------------------- ------------------- --------------------

(a)      The Directors have received restricted share grants in each of the last
         three years which vest one-third each year on the  anniversary  date of
         the grant. Vested shares may be voted and transferred;  unvested shares
         may be voted but may not be transferred;  all unvested shares will vest
         when the Director  leaves  office in connection  with the  transactions
         contemplated by this Agreement. The notes below set forth the number of
         vested  Class A  Shares  held  by  each  Director;  the  remainder  are
         unvested.
(b)      6,849 vested.
(c)      109,182 vested.
(d)      5,182 vested.
(e)      29,982 vested.
(f)      5,000 vested.
(g)      5,182 vested.
(h)      5,182 vested.

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(i)      9,182 vested.
(j)      22,619 vested.

                  For purposes of Section 9.5, the address for each  Stockholder
is as follows:

                           DNL Partners Limited Partnership
                           c/o MCG Global, LLC
                           One Morningside Drive North
                           Suite 200
                           Westport, CT  06880

                           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

                           James L. Hudson
                           2200 20th Street
                           Washington, DC  20009

                           Leroy Keith
                           64 Ross Road
                           Savannah, GA  31405

                           Jack Kemp
                           Empower America
                           1776 I Street N.W.
                           Washington, DC  20006

                           Suzanne de Passe
                           de Passe Entertainment
                           5750 Wilshire Boulevard
                           Suite 640
                           Los Angeles, CA  90036

                                       14

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                           John L. Sabre
                           1060 First 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

                           S. Garrett Stonehouse
                           MCG Global, LLC
                           One Morningside Drive North
                           Suite 200
                           Westport, CT  06880

                           Robert W. Pierce
                           64 Ross Road
                           Savannah, GA  31405

                           Arthur Gnann
                           10 Sherborne Road
                           Savannah, GA   31419

                           Julia E. Hudson
                           622 G Street S.W.
                           Washington, DC  20024

                           Joyce Roche
                           2 Flowing Wells Lane
                           Savannah, GA  31411

                           Northwest Capital Inc.
                           1201 3rd Avenue
                           Suite 2765
                           Seattle, WA  98101

                           Morgan Guaranty Trust Company of New York
                           522 Fifth Avenue
                           New York, NY  10036

                                       15

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                           M&A Investments, Inc.
                           5910 North Central Expressway
                           Suite 1780
                           Dallas, TX  75206

                           NII Health Care Corporation
                           5910 North Central Expressway
                           Suite 1780
                           Dallas, TX  75206

                           C.B. Equities Capital Corp. LLC
                           Oxford Capital Management LLC
                           C.B. Equities Retirement Trust
                           c/o Abbey J. Butler, Portfolio Manager
                           207 Dune Road
                           Box 137
                           Westhampton Beach, NY  11978

                                       16

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                                                                   Schedule 4.10

1.       Subscription  and  Registration  Rights Agreement among the Company and
         each of Joyce  Roche and Arthur P.  Gnann III,  each dated as of August
         15, 1996,  which  relate to the stock  securing  the  Promissory  Notes
         described in Section 4.11(b) of this Company Disclosure Letter.

2.       The Promissory Notes of Joyce Roche and Arthur P. Gnann III, payable to
         the Company, each dated as of August 15, 1996.  See  Section 4.11(b) of
         this Company Disclosure Letter.

3.       1996 Non-Employee  Directors  Equity Incentive  Program, as amended and
         restated November 20, 1998.

4.       1996 Long-Term Incentive Plan.

5.       Amended and Restated Employment Agreement by and among the Company  and
         Malcolm Yesner, dated as of November 1, 1999.

6.       Noncompetition Agreement by and between the Company and Malcolm Yesner,
         dated November 1, 1999.

7.       Employment   Agreement  by  and  between  the  Company's   wholly-owned
         subsidiary,  Carson  Products  Company  ("CPC"),  and Robert W. Pierce,
         dated as of May 9, 1997, as amended March 18, 1999.

8.       Settlement  Agreement  by  and between  CPC, AM Cosmetics  Corp. and AM
         Products Company, dated as of February 25, 2000.

9.       Separation  Agreement and General  Release by and among  Joyce M. Roche
         and  CPC, dated as  of September 16, 1998.  The  Company  is  currently
         making severance payments to be completed by March 31, 2000.

10.      CPC Retirement Plan with Diversified  Investment Advisors, effective as
         of October 31, 1955, with amendments.

11.      Diversified Investment Advisors  Pension Services Agreement for Johnson
         Products Co., Inc., Account No.: QK61442, effective  as of September 1,
         1998.

12.      Carson Group Health  Benefit  Plan with USI  Administrators,  effective
         January 1, 2000, includes  Administrative Services Contract with Jones,
         Hill  &  Mercer  and  a  Utilization  Review  Services  Agreement  with
         Intracorp.

13.      Carson Group Health Plan- Eye  Care Plan of  America, Group No.: CARPC,
         effective as of March 11, 1998.

                                       17

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14.      Cigna Healthcare  Group Services Agreements, effective as of October 1
         1999.:

         o     Cigna HealthCare Group of Florida, Inc. Agreement No. J012-01 and
               JX10-01

         o     Cigna HealthCare Group of Georgia, Inc. Agreement No. 1112-01 and
               2070-01

         o     Cigna HealthCare Group  of Illinois, Inc.  Agreement  No. 0903-01
               and H371-01

         o     Cigna HealthCare  Mid-Atlantic,  Inc.  Agreement No. BB10-01  and
               H373-01

         o     Cigna HealthCare Group of New Jersey, Inc.  Agreement No. 1582-20
               and 6449-20

         o     Cigna HealthCare Group of  New York, Inc.  Agreement No.  1582-60
               and 6449-60

         o     Cigna HealthCare Group of  St. Louis, Inc. Agreement  No. 1449-01
               and 6197-01

         o     Cigna HealthCare Group of Tennessee, Inc.  Agreement No. 1730 and
               6083-01

15.      Johnson  Group  Health  Plan- Prudential  Dental Plan  Contract,  Group
         Contract No.: G-77691, effective as of September 1, 1998.

16.      Flexible Benefit Plan, effective as of April 1, 1997.

17.      Stop Loss (Excessive  Loss Coverage) Agreement with  Elite Underwriters
         Agency, effective January 1, 2000.

18.      Savannah Business  Group Membership Agreement, effective  as of January
         1985.

19.      Colonial  Cancer &  Accident  Plans (Supplemental  Benefits), effective
         January 1, 2000.

20.      Supplemental  Cigna Accident Policy, No. OK817053, effective January 1,
         1998.

21.      Cigna  Group Insurance  Group Universal  Life Insurance (Supplemental),
         Employer No. 2403220.

22.      The  Standard Insurance  Company, basic  life  insurance  policies  and
         short/long term disability (for Carson and Johnson).

23.      Atlantic Mutual Workers' Compensation Insurance.

24.      A. Gnann is being  provided post-retirement health  care benefits.  See
         Item 32 of Section 4.13(a) of this Company Disclosure Letter.

25.      Rights of Indemnification and Insurance pursuant to Section 7.06 of the
         Merger Agreement.

26.      Payment  for Company  Common  Stock pursuant to Section  3.01(c) of the
         Merger Agreement.

                                       18

<PAGE>

27.      Payment  for Company Stock  Options pursuant  to Section 3.01(e) of the
         Merger Agreement.

28.      Reimbursement  to Vincent  Wasik  for $25,000 in  legal  fees  paid  to
         Skadden, Arps, Slate, Meagher & Flom LLP.

29.      Management Assistance Agreement between Carson Products Company and MCG
         Global,  LLC,  dated  September 1, 1999. No payments will be made under
         the  Management  Assistance  Agreement  between the date hereof and the
         Control Date,  except for the accrued monthly fees and reimbursement of
         expenses,  which  reimbursement  of expenses is not  expected to exceed
         $50,000.

30.      Letter of Credit  Reimbursement Agreement  from the Company to Lawrence
         E.  Bathgate, II,  Abbey J.  Butler, Melvyn  J. Estrin, John  L. Sabre,
         Vincent  A.  Wasik and Malcolm  R. Yesner, dated  February 25, 2000, as
         agreed and accepted by DNL Partners Partnership Limited.

                                       19

<PAGE>


                                    EXHIBIT A

                            TO STOCKHOLDERS AGREEMENT

                                IRREVOCABLE PROXY


                  The  undersigned  stockholder  of  Carson,  Inc.,  a  Delaware
corporation (the "Company"),  hereby irrevocably (to the fullest extent provided
by law, but subject to automatic  termination  and revocation as provided below)
appoints Crayon Acquisition Corp., a Delaware  corporation ("Sub"), the attorney
and proxy of the  undersigned,  with full  power of  undersigned's  rights  with
respect to the shares of capital stock of the Company owned  beneficially  or of
record by the  undersigned,  which  shares  are listed on the final page of this
Proxy,  and any and all other  shares or  securities  of the  Company  issued or
issuable with respect  thereof or otherwise  acquired by stockholder on or after
the date  hereof,  until the  termination  date  specified  in the  Stockholders
Agreement referred to below (the "Shares"). Upon the execution hereof, all prior
proxies given by the  undersigned  with respect to the Shares are hereby revoked
and no subsequent  proxies will be given as to the matters  covered hereby prior
to the date of  termination  of the  Stockholders  Agreement  (the  "Termination
Date").  This proxy is irrevocable  (to the fullest extent  provided by law, but
subject to automatic termination and revocation as provided below), coupled with
an interest, and is granted in connection with the Stockholders Agreement, dated
as  of  February  __,  2000,  among  the  Company,  Cosmair,  Inc.,  a  Delaware
corporation  ("Parent"),  Sub and the Stockholders party thereto,  including the
undersigned  stockholder (the  "Stockholders  Agreement";  capitalized terms not
otherwise defined herein being used herein as therein  defined),  and is granted
in consideration  of Parent and Sub entering into the Merger Agreement  referred
to therein.

                  The  attorney  and proxy named above will be  empowered at any
time prior to the Termination  Date to exercise all voting and other rights with
respect to the Shares (including,  without limitation,  the power to execute and
deliver written consents with respect to the Shares) of the undersigned at every
annual, special or adjourned meeting of stockholders of the Company and in every
written  consent in lieu of such a meeting,  or  otherwise:  (i) in favor of the
Merger,  the execution  and delivery by the Company of the Merger  Agreement and
the approval of the terms thereof and each of the other actions  contemplated by
the Merger Agreement and the Stockholders  Agreement and any actions required in
furtherance  thereof;  (ii) against any action, any failure to act, or agreement
that would result in a breach in any respect of any covenant,  representation or
warranty or any other  obligation  or agreement of the Company  under the Merger
Agreement or the Stockholders Agreement; and (iii) except as otherwise agreed to
in writing in advance by Parent,  against the following  actions (other than the
Merger  and the  transactions  contemplated  by the Merger  Agreement):  (A) any
extraordinary  corporate transaction,  such as a merger,  consolidation or other
business  combination  involving  the Company or its  Subsidiaries;  (B) a sale,
lease  or  transfer  of a  material  amount  of  assets  of the  Company  or its
Subsidiaries, or a reorganization,  recapitalization, dissolution or liquidation
of the  Company or its  Subsidiaries;  (C) (1) any  change in a majority  of the
persons who constitute the board of directors of the Company;  (2) any change in
the  present  capitalization  of the Company or any of its  Subsidiaries  or any

                                       20

<PAGE>

amendment of the Company's or any  Subsidiary's  Certificate of Incorporation or
Bylaws (or comparable organizational  documents);  (3) any other material change
in the Company's or any Subsidiary's corporate structure or business; or (4) any
other action  involving the Company or its  Subsidiaries  which is intended,  or
could reasonably be expected,  to impede,  interfere with, delay,  postpone,  or
adversely affect the Merger and the transactions  contemplated by this Agreement
and the Merger Agreement.

                  The  attorney  and proxy  named above may only  exercise  this
proxy to vote  the  Shares  subject  hereto  in  accordance  with the  preceding
paragraph,  and may not exercise this proxy in respect of any other matter.  The
undersigned  stockholder  may vote the Shares  (or grant one or more  proxies to
vote the Shares) on all other matters.

                  Any obligation of the  undersigned  hereunder shall be binding
upon the successors and assigns of the undersigned.

                  This proxy is irrevocable,  but shall automatically  terminate
and be  revoked  and  be of no  further  force  and  effect  on  and  after  the
Termination Date.

Dated:  February __, 2000                   [STOCKHOLDER]



                                                     By: _____________________
                                                         Name:
                                                         Title:

Shares Owned: __________________

                                       21