RELEASE



KNOW ALL MEN BY THESE PRESENTS:

                  That AM  PRODUCTS  COMPANY,  formerly  known  as AM  COSMETICS
COMPANY,  INC. ("AM"), and AM COSMETICS CORP., formerly known as PAM ACQUISITION
CORP.  ("AM  Cosmetics"),  designated as the  "Releasor" as that term is defined
below, for and in  consideration of the sum of One Million Dollars  ($1,000,000)
to the Releasor in hand paid by CARSON PRODUCTS COMPANY  ("Carson"),  designated
as the  "Releasee"  as that term is defined  below,  and for the  delivery of an
irrevocable  letter of credit in the face amount of $690,000 and a confession of
judgement in the amount of $325,500 and of other good and valuable consideration
the receipt of which is hereby acknowledged by Releasor,  has released,  remised
and forever discharged,  and by these presents does release,  remise and forever
discharge  the  Releasee  of  and  from  all  debts,  obligations,  liabilities,
remedies, reckonings, promises, covenants, agreements, contracts,  endorsements,
bonds, specialties, controversies, suits, actions, causes of action, trespasses,
variances,  judgments,  extents,  executions,  damages, claims, counterclaims or
demands, in law or equity (collectively,  "claims"),  which against the Releasee
the  Releasor  ever had, now has or  hereafter  can,  shall or may have from the
beginning of the world to the date of this  Release,  for,  upon or by reason of
those  arising out of or related to claims (a) asserted or which could have been
asserted in the action entitled Carson Products Company, a Delaware  Corporation
v. AM Cosmetics,  Inc., a Delaware  Corporation,  Civil Action No.  1999CV08276,
pending in the Superior Court of Fulton County,  State of Georgia;  and/or in an
arbitration proceeding,  entitled AM Cosmetics, Inc. v. Carson Products Company,
Case No. 13-181-01123-98,  pending before the American Arbitration  Association;
and/or in the action entitled Carson Products  Company v. AM Cosmetics Corp. and
AM Products  Company,  pending in the Superior Court of the State of New Jersey,
Chancery Division,  for Bergen County;  and/or (b) arising out of or relating to
any or all of the following agreements:  a Management Agreement dated as of June
26, 1996 between AM and Carson, as amended,  a Manufacturing  Agreement dated as
of  April  30,  1997  between  AM and  Carson,  a Broker  Agreement  dated as of
September 19, 1997 between AM and Carson,  a Subscription  Agreement dated as of
June 26, 1996 by and among  Morningside AM ACQUISITION CORP. and CARSON PRODUCTS
COMPANY  with  respect  to the shares of the  capital  stock of  MORNINGSIDE  AM
ACQUISITION  CORP.;  and/or a  Commission  Agreement  dated as of August 1, 1996
between AM and Carson,  copies of which are annexed to the Settlement  Agreement
dated as of  February  25,  2000 by and among AM, AM  Cosmetics  and Carson (the
"Settlement  Agreement")  as Exhs. E, F., G, H and I,  respectively,  and/or any
other  agreements  between  AM  or AM  Cosmetics  or  any  of  their  respective
subsidiaries,  on the one hand,  and Carson or its parent  corporation,  Carson,
Inc. ("CIC"), or any of their respective subsidiaries, on the other hand; and/or
(c)  relating  to or arising  from any  business  relationship  between AM or AM
Cosmetics or any of their respective  subsidiaries,  on the one hand, and Carson
or CIC or any of their respective subsidiaries, on the other hand.

                  The term  "Releasor" is defined to include AM and AM Cosmetics
and the term "Releasee" is defined to include Carson,  and the terms  "Releasor"
and "Releasee" shall also be deemed to include all of their  respective  current
and former partners, directors,  officers,  employees, agents,  representatives,
servants, attorneys, parents, subsidiaries, affiliates, divisions, shareholders,

<PAGE>

joint  venture  partners,  predecessors,  successors,  assignees,  grantees  and
fiduciaries,  provided, however, that except as further modified by the terms of
the first paragraph herein,  the Release given by the Releasors to the Releasees
(with  the sole  exception  of Carson  and its  subsidiaries,  predecessors  and
successor  entities) shall be without prejudice to any claims against any person
or entity that any of the Releasors has or may have preserved  pursuant to or in
accordance  with,  and subject to the  limitations  set forth in, Section 6.2 of
that certain  Restructuring  Agreement dated as of June 1, 1999 by and among AM,
AM Cosmetics,  certain of their affiliates and certain of their senior creditors
and equity interest holders (the "Restructuring Agreement"),  the terms of which
are incorporated herein,  provided,  however, that,  notwithstanding anything to
the  contrary  contained  in this  paragraph  or in any other  provision in this
Release or the Restructuring Agreement, this Release is intended to release, and
shall be deemed to release,  claims based upon,  arising out of or  attributable
to,  act(s)  committed  by any  present or former  officer or director of Carson
(including  but not  limited  to Vincent  A.  Wasik and S.  Garrett  Stonehouse)
arising from,  related to or in connection  with that person's role and position
as officer or director or shareholder of Carson,  CIC or any of their respective
subsidiaries.

                  In all references herein to any parties,  persons, entities or
corporations,  the use of any particular gender or the plural or singular number
is intended to include the appropriate gender or number as the text may require.

                  This Release may not be changed orally.

                  IN WITNESS HEREOF, the said Releasor has executed this Release
as of the date set forth below.

Dated:  February 25, 2000

                  [remainder of page intentionally left blank]



<PAGE>

                                                AM PRODUCTS COMPANY,
                                                 formerly known as AM
                                                 Cosmetics, Inc.,
                                                            RELEASOR



                                                By:  /s/Stephen A. Heit
                                                     Stephen A. Heit,
                                                     Executive Vice President
                                                     and Chief Financial Officer


                                                AM COSMETICS CORP.,
                                                     formerly known as PAM
                                                     ACQUISITION CORP.,
                                                            RELEASOR



                                                By:  /s/Stephen A. Heit
                                                     Stephen A. Heit, Executive
                                                     Vice President and Chief
                                                     Financial Officer



STATE OF NEW YORK                   )
COUNTY OF NEW YORK                  ) ss:

         On the 25th day of February,  2000, before more personally came Stephen
A. Heit to me known,  who,  being by me duly  sworn,  did depose and say that he
resides  at 57  Drum  Hill  Road,  Wilton,  Connecticut  06897;  that  he is the
Executive Vice President  Chairman and Chief  Financial  Officer of AM COSMETICS
CORP.,  formerly known as PAM  ACQUISITION  CORP.,  and of AM PRODUCTS  COMPANY,
formerly known as AM COSMETICS,  INC., the  corporations  described in and which
executed the  foregoing  RELEASE and that  deponent is authorized to execute the
foregoing RELEASE.



Sworn to before me this
25th day of February, 2000



/s/ Robert S. Reder
         Notary Public