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EXHIBIT 10.9                                                             PAGE 10

                            EXCLUSIVE RIGHT AGREEMENT

AGREEMENT made the 19 day of FEBRUARY, 1998 by and between ALFIN FRAGRANCES,
INC. (hereinafter referred to as the "Principal"), with its principal office
located at 720 FIFTH AVENUE, NEW YORK, NEW YORK 10019 and Newmark & Company Real
Estate, Inc., (hereinafter referred to AS the "Agent") WITH ITS principal office
located at 125 Park Avenue, New York, New York, 10017.

                                   WITNESSETH

WHEREAS, Principal is the tenant under a certain lease agreement dated NOVEMBER
30, 1983, which was subsequently amended as per Extension Agreement dated March
4, 1993 between Principal and 720 FIFTH AVENUE ASSOCIATES, as landlord
("Landlord") (hereinafter the lease and extension agreement shall collectively
be referred to as the "Lease") for THE ENTIRE EIGHTH (8TH) FLOOR AT 720 FIFTH
AVENUE (hereinafter referred to as the "Sublet Premises") and is vested with the
authority to enter into this Agreement and perform the terms and conditions
hereunder; and

WHEREAS, Principal desires to appoint Agent as its sole and exclusive leasing
agent with respect to the disposition of the Sublet Premises and Agent desires
to accept such appointment subject to and conditioned upon the terms and
conditions hereunder; and

NOW, THEREFORE, for Ten ($10.00) Dollars and other good and valuable
consideration, each to the other in hand paid, the receipt and sufficiency of
which is hereby, the parties hereof acknowledged, as follows:

1.       APPOINTMENT OF AGENT: Principal hereby appoints Agent and Agent hereby
         agrees to act as agent with the sole and exclusive right to dispose of
         all or a portion of the Sublet Premises by sublease, assignment,
         release, cancellation surrender, license or sale of the Lease or in any
         other manner whatsoever (hereinafter individually and collectively
         referred to as the "Sublease") on the terms and conditions as may be
         agreed upon by the Principal and the proposed sublessee, assignee, or
         other occupant, (hereinafter collectively referred to as the "Proposed
         Subtenant") or Landlord.

2.       TERM: Agreement shall become effective on the FEBRUARY 12, 1998 and may
         be terminated after this Agreement has been in effect for SIX (6)
         months by either party upon thirty (30) days prior written notice to
         the other parry, sent by certified mall return receipt requested (the
         date that this Agreement is to terminate shall hereinafter be referred
         to as the "Termination Date").

3.       PRINCIPAL'S AND AGENT'S DUTIES: Principal agrees during the term of
         this Agreement to refer to Agent all offers and inquiries with respect
         to the Sublet Premises and Agent agrees to make diligent investigations
         and develop such offers or inquiries, and to canvas, solicit and
         otherwise employ its services to sublet or otherwise dispose of the
         Sublet Premises.

4.       OUTSIDE BROKER As the sole and exclusive agent for the Sublet
         Premises,Agent is hereby authorized by Principal to utilize the
         services of real estate brokers licensed by the State of New York who
         are not in the employ of the Agent (hereinafter referred to as the
         Outside Broker).

5.       ADVERTISING. Principal agrees that, subject to Principal's
         authorization, it shall pay the cost of any and all advertising,
         promotional material, messenger and mailing costs and other reasonable
         expenses incurred
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                                                                         PAGE 11
         by Agent in connection with Agent's appointment hereunder.

6.       COMPENSATION:

         a.       In the event that a Sublease for the Sublet Premises is fully
                  executed by the parties thereto, and if required, approved by
                  Landlord and, whether or not Agent is the procuring cause
                  thereof, then, and in such event, Agent does hereby agree to
                  accept as compensation in fall, a commission computed in
                  accordance with the terms and rates as set forth in Exhibit
                  "A" annexed hereto and made part hereof. The commissions
                  payable to Agent hereunder shall be paid to Agent one hundred
                  (100%) percent on the date the Sublease is fully executed by
                  the parties thereto and Landlord's consent is provided, if
                  required.

         b.       If a Sublease is effected whereby an Outside Broker is the
                  procuring cause, then and in such event, Principal agrees to
                  pay Agent a commission in an amount equal to fifty (30%)
                  percent of the fall commission calculated in accordance with
                  the terms and rates as set forth in Exhibit A. The commission
                  hereunder shall be paid as set forth in paragraph 6 (a).
                  Principal shall pay the Outside Broker pursuant to a separate
                  brokerage agreement entered into between the parties.

         d.       If there is a release, surrender, buyout or recapture of the
                  Lease by the Landlord or its designee or assignee, Agent shall
                  be paid a fall commission in accordance with the schedule of
                  commission rates set forth hereinabove, calculated upon the
                  remaining rentals for the inexpired term of the Lease and upon
                  any consideration for such release, surrender, sale or other
                  disposition.

7.       PENDING TRANSACTIONS: Within thirty (30) days of the Termination Date,
         Agent shall deliver to Principal a complete list of pending, proposed
         and incomplete transactions in connection with the disposition of the
         Sublet Premises then under negotiation (the "Pending List"). The
         Pending List shall contain sufficient information to identify the
         transactions. In the event any pending or incomplete transaction on the
         Pending List is closed after the Termination Date, Principal shall
         recognize Agent as the exclusive broker and shall pay Agent a
         commission in accordance with the terms set forth in Article 6.


8.       DEFAULT BY PRINCIPAL: In the event that any payment provided for herein
         is not paid within thirty (30) days after notice of non-payment, the
         entire commission or any remaining unpaid portion thereof shall become
         immediately due and payable and Principal agrees to pay all costs of
         collection, including reasonable attorneys attorney's. In addition, any
         amounts owed pursuant to this Agreement and not paid when due shall
         accrue interest at the rate of one and one-half (1-1/2%) percent per
         month, commencing from the due date until paid in fall.

9.       MISCELLANEOUS.

         a.       Principal represents and warrants to Agent that it has the
                  fall authority to enter into this Agreement and that the
                  individual(s) executing the Agreement is authorized to act on
                  behalf of Principal.

         b.       In the event any provision of the Agreement is found to be
                  void or unenforceable by a court of
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                                                                         PAGE 12


      competent jurisdiction, the remaining provisions of the agreement shall
      nevertheless be binding upon the parties with the same effect as though
      the void or unenforceable part had been severed and deleted. Principal
      acknowledges that Agent may represent both potential tenants and Principal
      simultaneously with respect to the same transaction and Principal consents
      to such du~ I representation.

a.       This Agreement shall be governed by and construed in accordance with
         the laws of the State of New York, applicable to agreements made and to
         be performed entirely within New York.

e.       This Agreement shall be construed without regard to any rule of
         construction to the effect that an agreement shall be construed against
         the party who drafted such agreement.

f.       In the event of a dispute between the parties arising under the terms
         and conditions of this agreement is not settled by the parties thereto,
         such dispute shall be submitted to arbitration in accordance with the
         Commercial Rules and Regulations of the American Arbitration
         Association or the Real Estate Board of New York. However, each party
         shall be permitted disclosure pursuant to Article 31 of the Civil
         Practice Law and Rules.

g.       The parties acknowledge that Agent is not responsible to determine
         whether toxic or hazardous wastes or substances or other undesirable
         materials are present at the Sublet Premises.

h.       This Agreement contains the entire understanding of the parties with
         respect to the subject matter hereof. This Agreement may not be changed
         or modified orally but only by written instrument signed by the parties
         thereto. This agreement shall be binding upon and inure to the benefit
         of the successors and assigns of the respective parties.

IN WITNESS WHEREOF- the parties have executed and delivered this Agreement as of
the date first above Written.


     Dated 
           --------- 

                                            NEWMARK & COMPANY REAL ESTATE, INC.

                   Dated:  2/20/98          BY:       /S/ Elaine Goldberg
                           -------                    -------------------------
                                            NAME:     /S/ Elaine Goldberg
                                                      -------------------------
                                            TITLE:
                                                      -------------------------


                                            ALFIN FRAGRANCES INC.

                   Dated:  2/19/98          BY:       /S/ Michael D. Ficke
                   -------                            -------------------------
                                            NAME:     Michael D. Ficke
                                                      -------------------------
                                            TITLE:    Secretary
                                                      -------------------------


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                                                                         PAGE 13








STATE OF NEW YORK                                      )

                                                       ) ss.:

COUNTY OF NEW YORK                                     ) 

On the 23rd day of February 1998, before me personally came Elaine Goldberg to
me known, who being by me duly sworn, did depose and say that he resides at New
York County, NY that he is the General Counsel of Nemark & Company Real Estate,
Inc. the corporation described in and which executed the foregoing instrument by
order of the board of directors of said corporation.

                                     Notary Public  /s/ Rolla S. Eisner
OF NEW YORK
                                                       )  ss.:
COUNTY OF NEW YORK



On the 19th day of February 1998, before me personally came Michael D. Ficke, to
me known, who being by me duly sworn, did depose and say that he resides 720
Fifth Avenue, Ny, NY 10017, of Alfin Frangrances, Inc. the corporation described
in and which executed the foregoing instrument by order of the board of
directors of said corporation. 

                               STATE OF NEW YORK

                               COUNTY OF NEW YORK

         On the day of ____________, 199 , before me came ______________ a
Partner of a New York General Partnership, to me known and known to me to be the
individual described in and who executed the foregoing instrument; and he
thereupon acknowledged to me that he executed the same for and on behalf of said
Partnership as a General Partner thereof.


                       LEASES
The first, second years                                       5%
The third year                                                4% 
The fourth, fifth, sixth and seventh years                    3% 
The eighth year and beyond                                    2% 
For selling furniture,
fixtures and/or goodwill                                     10%

                       SALES
For selling or exchange real estate on the selling
price, up to and including $l,000,000.00                      6%
On the excess above $1,000,000.00                             3%




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                                                                         PAGE 14

                                   SPECIAL CONDITIONS

         1.       The commission will be 10% of the aggregate rental for leases
                  with a term of two years or less.

         2.       On leases where there is an allowance in the form OF a rental
                  concession (as ciistin"'~aished from an allowance for repairs
                  and decoration, etc.) the commission shall be figured on the
                  net rental for the term, ',with the concession ratably spread
                  over the entire term of the Sublease.

         3.       All commissions payable hereunder shall be payable only on the
                  base or fixed annual rental due under the Sublease or other
                  agreement evidencing the disposition of the Sublet Premises
                  for the term thereunder, and (a) percentage or overage rent,
                  or (b) payments made by the Proposed Subtenant allocable to
                  increases in real estate taxes, flael, operating expenses or
                  labor, shall not be subject to the commission paid to Agent.

         4.       1f the Sublease gives Principal the right of cancellation, a
                  full commission for the entire term called for in the Sublease
                  shall be paid by Principal. If a Sublease gives the Proposed
                  Subtenant the rictht or option of cancellation, provided that
                  such tight or option is not conditioned upon the Principal's
                  act or omission to act, a full commission shall be paid on the
                  aggregate rentals up to the date on which said Sublease may,
                  under its terms, be canceled by the Proposed Subtenant. In
                  addition, Principal shall, if such Proposed Subtenants
                  cancellation tight or option is not exercised, pay the balance
                  of the full commission for the remainder of the term of the
                  Sublease not surrendered or canceled by the Proposed
                  Subtenant, less the amount of commission solely arcributable
                  to such consideration previously paid by the Principal to
                  Agent. Notwithstanding the foregoing) in the event that there
                  is a cancellation penalty which includes Agent's (or Outside
                  Broker's) unauthorized commissions, then Agent shall be paid
                  for the entire term of the Sublease, regardless of such
                  cancelable portion of the Sublease, as if such option to
                  cancel did not exist.