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                                                                Exhibit 10.31


                                  ALFIN, INC.
                                720 FIFTH AVENUE
                               NEW YORK, NY 10019

                                                        November 8, 1996


Ms. Adrienne Newman
2 East End Avenue
Penthouse C
New York, NY 10021

Dear Ms. Newman:

        This letter sets forth our agreement with respect to the sale of Adrien
Arpel cosmetic products and kits on The Home Shopping Network ("HSN") solely
in connection with the HSN shows scheduled for November 14-18, 1996, December
12-16, 1996 and January 23-27, 1997 (collectively, the "HSN Shows") as follows:

        1. Adrienne Newman ("Newman") will appear as the selling host on the
HSN Shows for Adrien Arpel, Inc. ("Arpel") and will take all steps necessary to
prepare for and put on such HSN Shows consistent with her past practice for
Arpel. Newman will keep Alfin, Inc. (the "Company") and Arpel informed on a
regular basis with respect to the preparations and status of the HSN Shows.

        2. As compensation for her services described in paragraph 1 above,
Newman (or her designee) will be paid by the Company in accordance with
paragraph 7(d) of that certain Employment Agreement dated April 4, 1990 between
Newman and the Company, as amended (the "Employment Agreement"); provided,
however, that instead of the Company paying Newman directly for product sales
related to the HSN shows, the Company will instruct HSN to divide whatever
payment HSN owes to the Company in connection with such HSN Shows between the
Company and Newman in accordance with paragraph 7(d) of the Employment
Agreement. In no event will any such payments due Newman by the Company be
delayed or withheld in the event of any litigation between the parties arising
from the Employment Agreement.
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3.      Within two (2) business days of the date hereof, the Company will
        deliver a check to Parson & Brown (which Parson and Brown will deposit
        in its trust account) in the amount of $101,855.66 in recognition of
        past net sales payments due Newman by the Company under the Employment
        Agreement for the month of October 1996 only, which amount shall be net
        of the amount of $96,195 as Newman's payment for a certain diamond ring
        pursuant to an agreement between Newman and Arpel (as successor to the 
        interests of Seligman and Latz, Inc.) dated July 25, 1985. On the first
        business day following Newman's appearances on the November 14-18 HSN
        Shows, Parson & Brown will deliver to Newman a check for $101,855.66
        for the reasons set forth in the previous sentence.

4.      In order to support Newman's efforts with respect to the HSN Shows, the
        Company will provide Newman with the following:

        a.      Reimbursement in an amount not to exceed $22,500 for separate
                office space for the period from the date hereof through and
                including the January 27, 1997 HSN Show (the "Selling Period").

        b.      Each of the Arpel staff listed below will be offered the
                opportunity to terminate his or her employment with Arpel or the
                Company, as the case may be, and to work for Newman or a
                corporation controlled by her. Any employee who remains at the
                Company or Arpel will be made available to Newman for the
                conduct of the HSN Shows during the Selling Period. During the
                Selling Period, the Company and/or Arpel will pay one-half of
                the payroll cost of each such employee who leaves the Company
                and/or Arpel as above described.

                (i)     Ann Johnson             (iv)    Susanne Dodd
                (ii)    Alan Isaacson           (v)     Rits Marlow
                (iii)   Lucy Peck        

                Nothing in this agreement will be deemed to obligate the Company
                or Arpel to continue the employment of such staff after the
                Selling Period.

        c.      Warehouse and computer support consistent with past practice
                during the Selling Period.



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5.      The parties hereby acknowledge that Newman is acting as an independent
        contractor and not an employee in the rendering of the services set
        forth herein. 

6.      Except as specifically set forth herein, this agreement confers no other
        rights, express or implied, to Newman with respect to any of the
        Company's or Arpel's assets, income, trademarks or products.

7.      In performing her duties hereunder, Newman shall do all things necessary
        to maintain the goodwill and value of the Company, Arpel and its
        products. 

8.      This agreement will terminate automatically without notice by either
        party at the end of the Selling Period. Newman's right to receive any
        payments specifically due hereunder, however, will survive the
        termination of this agreement. 

9.      Notwithstanding anything to the contrary set forth herein, the parties
        each expressly reserve any rights and remedies available to them at law
        or in equity arising in connection with the termination of the
        Employment Agreement as set forth in Mark Kaplan's letter (on behalf of
        Newman) to the Company and Arpel dated October 25, 1996 and Albert
        Byer's response (on behalf of the Company and Arpel) to Mark Kaplan
        dated November 1, 1996 and expressly agree not to take any action to
        exercise such rights and remedies (by way of litigation against the
        other or otherwise) until after the Selling Period.

10.     The Company has and will hold in abeyance any written notice terminating
        Newman for "good cause" under the Employment Agreement which would have
        otherwise been delivered to Newman until after the Selling Period, and
        notwithstanding anything to the contrary set forth herein, the Company
        reserves its right to deliver such written notice to Newman after the
        Selling Period.

11.     During the Selling Period, neither party will communicate, orally or in
        writing, with the public, HSN, customers, retail stores selling Arpel
        products, employees of the Company or Arpel or the press any statements
        which could injure or disparage the other party's name or reputation.
        During the Selling Period, all material inquiries regarding Arpel
        products and the HSN Shows should be directed to the Company or Arpel.

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        12.     The parties agree that the terms of this agreement are
                confidential and shall not be disclosed except as required by
                applicable law or court order.

        13.     This agreement shall be governed by New York law.

        If the foregoing correctly states our agreement, please so indicate by
signing below and returning an executed counterpart of this agreement to our
attention.

                                                Very truly yours,

                                                ALFIN, INC.


                                                By: /s/ Elizabeth Payer
                                                   ----------------------------
                                                    Elizabeth Payer, President

ACCEPTED AND AGREED
this 8th day of November, 1996

    /s/ Adrienne Newman
---------------------------------
        Adrienne Newman



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