Exhibit10.10

**EMPLOYMENT AGREEMENT**, dated as of November1, 2002 between REVLON CONSUMER PRODUCTS CORPORATION, a Delawarecorporation ("RCPC" and, together with itsparent Revlon, Inc. and its subsidiaries, the"Company"), and Robert K. Kretzman (the"Executive").

RCPC wishes to continuethe employment of the Executive with the Company, and the Executivewishes to accept continued employment with the Company on the terms andconditions set forth in this Agreement.

Accordingly, RCPC andthe Executive hereby agree as follows:

1.    Employment,Duties and Acceptance.

1.1    Employment,Duties. RCPC hereby employs the Executive for the Term (as definedin Section  2.1) to render exclusive and full-time services tothe Company as chief legal officer of Revlon, Inc. and itssubsidiaries, and to perform such other duties consistent therewith asmay be assigned to the Executive from time to time. TheExecutive's title shall be Senior Vice President and GeneralCounsel, Revlon, Inc. or such other title of at least equivalent levelconsistent with the Executive's duties from time to time as maybe assigned to the Executive. The Executive shall be a member of theOperating Committee or such other committee of the Company's mostsenior executives as may succeed the Operating Committee from time totime and report to the President and Chief Executive Officer of Revlon,Inc. or his designee.

1.2    Acceptance. TheExecutive hereby accepts such employment and agrees to render theservices described above. During the Term, the Executive agrees toserve the Company faithfully and to the best of the Executive'sability, to devote the Executive's entire business time, energyand skill to such employment, and to use the Executive's bestefforts, skill and ability to promote the Company'sinterests.

1.3    Location. The duties to beperformed by the Executive hereunder shall be performed primarily atthe office of RCPC in the New York City metropolitan area, subject toreasonable travel requirements consistent with the nature of theExecutive's duties from time to time on behalf of theCompany.

2.    Term of Employment; Certain Post-TermBenefits.

2.1    The Term. The term ofthe Executive's employment under this Agreement (the"Term") shall commence on the date hereof(the "Effective Date") and shall end on suchdate as is provided pursuant to Section 2.2.

2.2    End-of-Term Provisions. At any time afteron or after December 31, 2005, RCPC shall have the right to givewritten notice of non-extension of the Term. In the event RCPC givessuch notice of non-extension, the Term automatically shall end on thesecond anniversary of the date on which RCPC give such notice. If RCPCshall not theretofore have given such notice, from and after December31, 2005 unless and until RCPC gives written notice of non-extension asprovided in this Section 2.2, the Term automatically shall be extendedday-by-day; upon the giving of such notice by RCPC, the Termautomatically shall be extended so that it ends on the secondanniversary of the date on which RCPC gives such notice. The giving ofsuch notice shall not be deemed to be a breach of this Agreement byRCPC for purposes of Section 4.4. During any period that theExecutive's employment shall continue following expiration of theTerm, the Executive shall be eligible for severance on terms no lessfavorable than those of the Revlon Executive Severance Policy as ineffect on January 1, 2002 (the "Executive SeverancePolicy"), provided that in no event shall the severanceand benefit continuation be less than 24 months, upon theExecutive's compliance with the terms thereof, and the Executiveshall be deemed to be an employee at will.

2.3    Special Curtailment. The Term shall endearlier than the date provided in Section 2.2, if sooner terminatedpursuant to Section 4.

3.    Compensation;Benefits.

3.1    Salary. As compensationfor all services to be rendered pursuant to this Agreement, the Companyagrees to pay the Executive during the Term a base salary, payablebi-weekly in arrears, at the 

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annual rate of not less than in effect on theEffective Date (the "Base Salary"). Allpayments of Base Salary or other compensation hereunder shall be lesssuch deductions or withholdings as are required by applicable law andregulations. In the event that RCPC, in its sole discretion, from timeto time determines to increase the Base Salary, such increased amountshall, from and after the effective date of the increase, constitute"Base Salary" for purposes of this Agreementand shall not thereafter be decreased.

3.2    Bonus. In addition to the amounts to bepaid to the Executive pursuant to Section 3.1, the Executive shall beeligible to receive a maximum annual bonus with respect to each yearduring the Term commencing with 2002 equal to 100% of BaseSalary at the rate or rates in effect during the year for which bonusis earned, with a target bonus equal to 50% of Base Salary,based upon achievement of objectives set annually not later than March31 of such year. Notwithstanding the foregoing, if theExecutive's employment shall end pursuant to Section 4.2 or 4.4at any time during the Term, the Executive's bonus with respectto the calendar year in which the termination occurs shall be an amountequal to the bonus that would have been payable to the Executive withrespect to such year if the Executive had remained employed to the datefor payment of bonuses under such Plan, multiplied by a fraction ofwhich the numerator is the number of days of the Term during such yearand the denominator is 365, and if the Executive's employmentshall end pursuant to Section 4.4 on or after the occurrence of aTriggering Event, the Executive's bonus with respect to thecalendar year in which the termination occurs shall be an amount equalto the greater of the full year bonus that would have been payable tothe Executive as above described or the Executive's full yeartarget bonus, in either case without proration, notwithstanding anycontrary provision of any plan. As used herein,"Triggering Event" shall mean the first tooccur of any of the following:

(i)    a merger of orcombination involving Revlon, Inc. or RCPC or any parent thereof otherthan a merger or combination in which more than 50% in votingpower of the voting securities of the surviving or resultingcorporation or other entity outstanding immediately after suchtransaction is beneficially owned (as such term is defined in Section13(d) of the Securities Exchange Act of 1934, as amended) by personswho beneficially owned outstanding voting securities of Revlon, Inc.immediately prior to such transaction, or the execution of a definitiveagreement for such a merger or combination, provided the same is infact consummated;

(ii)    the adoption of a Plancontemplating the liquidation of all or substantially all of thebusiness and assets of the Company;

(iii)    a sale orother disposition of all or substantially all of the assets of theCompany or of the business unit to which the Executive's servicesare at the time dedicated, if any, whether for cash, securities orother property, other than to a corporation or other entity in whichmore than 50% in voting power of the outstanding votingsecurities outstanding immediately after such transaction isbeneficially owned by persons who beneficially owned outstanding votingsecurities of Revlon, Inc. immediately prior to such transaction, orthe execution of a definitive agreement for such a sale or otherdisposition provided the same is in fact consummated; or

(iv)    more than 50% of the voting power of theoutstanding voting securities of Revlon, Inc. becomes beneficiallyowned, directly or indirectly, by one person or more than one personacting as a group other than the current beneficial owner of theultimate parent company of Revlon, Inc.

3.3    StockOptions. The Executive shall be recommended to the CompensationCommittee or other committee of the Board administering the Revlon,Inc. Amended and Restated 1996 Stock Plan or any plan that may replaceit, as from time to time in effect, to receive an award of stockoptions, restricted shares or other awards each year of the Termcommencing with the year 2004, at levels and on terms substantially thesame as other senior executives of the Executive's level,provided that if the Term is to end pursuant to Section 2.2 otherwisethan at a calendar year end, the Company shall not be required torecommend that the stock option to be granted to the Executive withrespect to such final year of the Term cover more than that number ofshares that is the product of multiplying the annual grant provided forabove by a fraction of which the numerator is the number of days of theTerm during such final year and the denominator is 365, and providedfurther that this Section 3.3 shall not apply following a TriggeringEvent. If prior to the end of the Term, the Company shall terminate theExecutive other than 

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for Cause pursuant to Section 4.3, or theExecutive shall terminate this employment pursuant to Section 4.4, orif the Company shall provide notice of non renewal of the Term on orafter December 31, 2005, each option award and each Restricted Shareaward held by the Executive as of the Effective Date of this Agreement,including the award granted September 17, 2002 (collectively the"Existing Options and Restricted Shareawards") shall continue to vest in accordance with itsterms and shall remain exercisable for one year following the later ofthe date of termination of employment of Executive or the date that allExisting Options and Restricted Share awards become fully vested andexercisable.

3.4    Business Expenses. RCPC shall payor reimburse the Executive for all reasonable expenses actuallyincurred or paid by the Executive during the Term in the performance ofthe Executive's services under this Agreement, subject to and inaccordance with the Company's applicable expense reimbursementand related policies and procedures as in effect from time to time.

3.5    Vacation. During each year of the Term, theExecutive shall be entitled to a vacation period or periods inaccordance with the vacation policy of the Company as in effect fromtime to time, but not less than the Executive's currententitlement of four weeks.

3.6    FringeBenefits.

(i)    During the Term, the Executiveshall be entitled to continue to participate in those qualified andnon-qualified defined benefit, defined contribution, insurance, medical(including the Revlon Executive Supplemental Medical Plan), dental,disability and other benefit plans and programs of the Company as fromtime to time in effect (or their successors) in which the Executiveparticipated on the date hereof and in such other plans and programs asmay be made available to senior executives of the Company of theExecutive's level generally. In addition, during the Term theCompany shall provide to the Executive an automobile of a classappropriate to the Executive's grade from time to time (but inany event with an invoice price (excluding taxes and dealer preparationcharges) of not less than $44,000) pursuant to the Company'sexecutive automobile program including all operating costs thereof,insurance, maintenance and parking, and the Executive shall be entitledto reimbursement for tax preparation and financial counseling servicesand health club membership with annual maximums at least comparable tothose currently in effect.

(ii)    During the Term,RCPC shall provide Executive, at no cost to Executive, with additionallife insurance (in excess of the basic life insurance of two timesExecutive's Base Salary provided to employees at no cost) of twotimes Executive's Base Salary. Notwithstanding any limitations inthe qualified and/or non-qualified defined benefit pension plans,Executive shall be entitled to receive a defined pension benefit atretirement at age 62 as if Executive had elected retirement at age 65(that is without reduction by reason of early retirement at age62).

4.    Termination.

4.1    Death. If the Executive shall die duringthe Term, the Term shall terminate and no further amounts or benefitsshall be payable hereunder except pursuant to life insurance andqualified and non-qualified pension benefits provided under Section3.6.

4.2    Disability. If during the Termthe Executive shall become physically or mentally disabled, whethertotally or partially, such that the Executive is unable to perform theExecutive's services hereunder for (i) a period of sixconsecutive months or (ii)   shorter periods aggregating sixmonths during any twelve month period, RCPC may at any time after thelast day of the six consecutive months of disability or the day onwhich the shorter periods of disability shall have equaled an aggregateof six months, by written notice to the Executive (but before theExecutive has returned to active service following such disability),terminate the Term and no further amounts or benefits shall be payablehereunder except as provided in Section 3.6 and except that theExecutive shall be entitled to receive until the first to occur of (x)the Executive ceasing to be disabled or (y) the Executive attaining age65, continued coverage for the Executive under the life insuranceprovided under Section 3.6 and continued medical and dental coverage(including the executive medical plan) for the Executive and hisimmediate family to the extent permitted by such plans and to theextent such benefits are provided to the Company's activelyemployed senior executive generally.

4.3    Cause. RCPC may at any time by writtennotice to the Executive terminate the Term for"Cause" and, upon such termination, theExecutive shall be entitled to receive no further amounts or

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benefits hereunder, except as required by law.As used herein the term "Cause" shall meangross neglect by the Executive of the Executive's dutieshereunder, conviction of the Executive of any felony, conviction of theExecutive of any lesser crime or offense involving the property of theCompany or any of its affiliates, willful misconduct by the Executivein connection with the performance of the Executive's dutieshereunder or other material breach by the Executive of thisAgreement.

4.4    Company Breach; OtherTermination. The Executive shall be entitled to terminate the Termand the Executive's employment upon 60 days' prior writtennotice in the event that (i) RCPC materially breaches any of itsobligations hereunder, (ii) a material adverse change in the position,title or reporting structure of the Executive, or (iii) a relocation ofRevlon, Inc.'s headquarters outside the New York metropolitanarea or the relocation of the Executive's principal place ofemployment to any location other than such headquarters provided theCompany shall fail to cure any such event described in (i), (ii) or(iii) within 30 days after such notice; or that at any time prior to aTriggering Event the Compensation Committee (or other appropriateCommittee) of the Board of Directors of Revlon, Inc. shall fail togrant awards pursuant to Section 3.3. In addition, the Executive shallbe entitled to terminate the Term and the Executive's employmentupon 60 days' prior written notice to RCPC for "GoodReason". As used herein, the term "GoodReason" shall mean any of the following occurringfollowing a Triggering Event which is not agreed to in writing by theExecutive: (a) a substantial adverse change in the Executive'sassigned responsibilities, (b) a relocation of the Executive'sprincipal place of business to a location which increases theExecutive's round-trip commutation by more than 50 miles, (c)failure of the Executive to continue participation in bonus, salaryreview and equity incentive (or equivalent cash incentive) plans andprograms at least substantially equivalent to those provided to theExecutive prior to the Triggering Event or (d) the failure of theExecutive to participate in all material employee benefit plans andfringe benefit arrangements on substantially the same basis as likeexecutives of the major business Unit of which the Executive is aparty, provided however that none of the foregoing events shallconstitute "Good Reason" unless within 30days after obtaining actual knowledge of such event the Executive giveswritten notice to the Company of the Executive's intention toresign, specifically identifying the event constituting Good Reasontherefor, and the Company shall fail to cure such event within 30 daysafter such notice. In addition, RCPC shall be entitled to terminate theTerm and the Executive's employment at any time and without priornotice otherwise than pursuant to the provisions of Section 4.3. Inconsideration of the Executive's covenant in Section 5.2, upontermination under this Section 4.4 by the Executive, or in the eventRCPC so terminates the Term pursuant to this Section 4.4, RCPC agrees,and the Company's sole obligation arising from such termination(except as otherwise provided in Section 3.6) shall be (at theExecutive's election by written notice within 10 days after suchtermination), for RCPC either

(i)    to make thepayment in lieu of bonus prescribed by Section 3.2 and to continuepayments in lieu of Base Salary in the amounts prescribed by Section3.1 and continue the Executive's participation in the group lifeinsurance and in the medical and dental plans of the Company in whichthe Executive was entitled to participate pursuant to Section 3.6 (ineach case less amounts required by law to be withheld) through the dateon which the Term would have expired pursuant to Section 2.2, if RCPChad given notice of non-extension of the Term on or as promptly aspermitted by Section 2.2 after the date of termination of employment,provided that such benefit continuation is subject to the terms of suchplans, provided further that such group life insurance continuation issubject to a limit of two years pursuant to the terms thereof, providedfurther that the Executive shall cease to be covered by medical and/ordental plans of the Company at such time as the Executive becomescovered by like plans of another company, and provided finally that theExecutive shall, as a condition, execute such release, confidentiality,non-competition and other covenants as would be required in order forthe Executive to receive payments and benefits under the Policyreferred to in clause (ii) below, or

(ii)    to makethe payments and provide the benefits prescribed by the ExecutiveSeverance Policy other than any provision such as Paragraph IIC(ii)establishing a limit of six months on the lump sum payment provided fortherein, which shall not be applicable to the Executive, upon theExecutive's compliance with the terms thereof, provided that inno event shall the severance period be less than 24 months.

If such termination of employment shall occur prior to aTriggering Event, any compensation earned by the Executive from otheremployment or a consultancy shall reduce the payments required pursuantto 

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clause (i) above or shall be governed by theterms of the Executive Severance Policy as modified by the foregoing inthe case of clause (ii) above, but if the Executive's terminationof employment shall occur following a Triggering Event, the Executiveshall have no duty to mitigate by seeking other employment or otherwiseand no compensation earned by the Executive from other employment or aconsultancy shall reduce the payments provided for by clause (i) or(ii).

4.5    Section 280G.

4.5.1    If it shall be determined by the firm of Ernst& Young (or if such firm shall be unable to serve, by anotherso-called Big 5 accounting firm selected by such firm)("E&Y") that there is not substantialauthority to support the deductibility for federal income tax purposesof one or more payments or benefits due to the Executive, pursuant tothis Agreement or otherwise, by reason of section 280G of the InternalRevenue Code as amended (the "Code") or anysuccessor provisions, then RCPC shall reduce the payment in lieu ofbonus provided for in Section 3.2 and then the payments in lieu of BaseSalary provided for in Section 4.4 (said reductions to be applied ininverse order against the last payments otherwise due) to the extentnecessary to avoid or, if full avoidance is not possible by suchreductions, to minimize, the loss of deductions described above,provided that (a) except as specified in clause (b) below, suchreductions shall not exceed the amount of (i) payments or benefits duesolely as a result of this Agreement (and not as a result of theExecutive's participation in any incentive or benefit plan orarrangement applicable to the Executive without regard to thisAgreement), (ii) benefits arising from the grant of options to theExecutive effective May 10, 1999 or thereafter, and (iii) benefitsarising from the acceleration to February 12, 2000 of theexercisability of the stock options granted to the Executive effectiveFebruary 12, 1999 (and not as a result of the grant of such stockoptions), provided that (b) such reductions shall exceed the amountspecified in clause (a) above if and to the extent that E&Ydetermines that on an after-tax basis a further reduction pursuant tothis clause (b) is more favorable to the Executive than foregoing suchfurther reduction. The parties agree that all income tax returns filedfor the periods affected by the foregoing shall be filed on a basisconsistent with the determinations of E&Y pursuant hereto, and thatthe determinations of E&Y with respect to the foregoing shall befinal and binding and not subject to judicial or other review (exceptby E&Y at its own instance before or after any filing). RCPC shallpay all fees and charges of E&Y in connection with this Section4.5.

4.5.2    The parties acknowledge that as a resultof uncertainty in the application of Section 280G of the Code at thetime of any determination by E&Y pursuant to Section 4.5.1, it ispossible that amounts will be paid or distributed by RCPC to or for thebenefit of the Executive which the parties intended under Section 4.5.1not to have been paid or distributed (an"Overpayment") or that amounts will not bepaid or distributed by RCPC to or for the benefit of the Executive thatthe parties intended under Section 4.5.1 to have been paid ordistributed (an "Underpayment"). In the eventthat E&Y (based upon the assertion of a deficiency by the InternalRevenue Service against RCPC or its affiliates or against the Executiveor at E&Y's own instance before or after any filing ordeficiency) determines that an Overpayment or an Underpayment has beenmade, such amount shall be treated for all purposes as a loan by RCPC(in the case of an Overpayment) or by the Executive (in the case of anUnderpayment) to the other party which shall, promptly following noticeof such determination by E&Y, be repaid together with interest atthe applicable federal rate provided for in Section 7872(f)(2) of theCode, provided however that to the extent that any Overpayment wouldresult in a reduction of payments or benefits other than those referredto in subclauses (i), (ii) and (iii) of Section 4.5.1(a), such loanshall be deemed made and the Executive shall be required to repay thesame only to the extent that E&Y determines that on an after-taxbasis such loan and repayment pursuant to this Section 4.5.2 is morefavorable to the Executive than foregoing such loan and repayment, andprovided further that no loan shall be deemed to have been made and noamount shall be required to be repaid pursuant to this Section 4.5.2 tothe extent that in the opinion of counsel to the Company such loan andrepayment would not either reduce the amount on which the Executive issubject to excise tax or increase the amount of payments that aredeductible by the Company in relation to Section 280G of the Code.

4.5    Litigation Expenses. If RCPC and theExecutive become involved in any action, suit or proceeding relating tothe alleged breach of this Agreement by RCPC or the Executive, then ifand to the extent that a final judgment in such action, suit orproceeding is rendered in favor of the Executive, RCPC shall reimbursethe Executive for all expenses (including reasonable attorneys'fees) incurred by the 

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Executive in connection with such action, suitor proceeding or the portion thereof adjudicated in favor of theExecutive. Such costs shall be paid to the Executive promptly uponpresentation of expense statements or other supporting informationevidencing the incurrence of such expenses.

5.    Protection of Confidential Information;Non-Competition.

5.1    The Executiveacknowledges that the Executive's services will be unique, thatthey will involve the development of Company-subsidized relationshipswith key customers, suppliers, and service providers as well as withkey Company employees and that the Executive's work for theCompany has given and will give the Executive access to highlyconfidential information not available to the public or competitors,including trade secrets and confidential marketing, sales, productdevelopment and other data and plans which it would be impracticablefor the Company to effectively protect and preserve in the absence ofthis Section 5 and the disclosure or misappropriation of which couldmaterially adversely affect the Company. Accordingly, the Executiveagrees:

5.1.1    except in the course of performingthe Executive's duties provided for in Section 1.1, not at anytime, whether during or after the Executive's employment with theCompany, to divulge to any other entity or person any confidentialinformation acquired by the Executive concerning the Company's orits affiliates' financial affairs or business processes ormethods or their research, development or marketing programs or plans,any other of its or their trade secrets, any information regardingpersonal matters of any directors, officers, employees or agents of theCompany or its affiliates or their respective family members, or anyinformation concerning the circumstances of the Executive'semployment and any termination of the Executive's employment withthe Company or any information regarding discussions related to any ofthe foregoing. The foregoing prohibitions shall include, withoutlimitation, directly or indirectly publishing (or causing,participating in, assisting or providing any statement, opinion orinformation in connection with the publication of) any diary, memoir,letter, story, photograph, interview, article, essay, account ordescription (whether fictionalized or not) concerning any of theforegoing, publication being deemed to include any presentation orreproduction of any written, verbal or visual material in anycommunication medium, including any book, magazine, newspaper,theatrical production or movie, or television or radio programming orcommercial. In the event that the Executive is requested or required tomake disclosure of information subject to this Section 5.1.1 under anycourt order, subpoena or other judicial process, the Executive willpromptly notify RCPC, take all reasonable steps requested by RCPC todefend against the compulsory disclosure and permit RCPC to controlwith counsel of its choice any proceeding relating to the compulsorydisclosure. The Executive acknowledges that all information thedisclosure of which is prohibited by this section is of a confidentialand proprietary character and of great value to the Company.

5.1.2    to deliver promptly to the Company on terminationof the Executive's employment with the Company, or at any timethat RCPC may so request, all memoranda, notes, records, reports,manuals, drawings, blueprints and other documents (and all copiesthereof) relating to the Company's business and all propertyassociated therewith, which the Executive may then possess or haveunder the Executive's control.

5.2    Inconsideration of RCPC's covenant in Section 4.4, the Executiveagrees (i) in all respects fully to comply with the terms of theEmployee Agreement as to Confidentiality and Non-Competition referredto in the Revlon Executive Severance Policy (the"Non-Competition Agreement"), whether or notthe Executive is a signatory thereof, with the same effect as if thesame were set forth herein in full, and (ii) in the event that theExecutive shall terminate the Executive's employment otherwisethan as provided in Section 4.4, the Executive shall comply with therestrictions set forth in paragraph 9(e) of the Non-CompetitionAgreement through the earliest date on which the Term would haveexpired pursuant to Section 2.2 if RCPC had given notice ofnon-extension of the Term on the date of termination of employment,subject only to the Company continuing to make payments equal to theExecutive's Base Salary during such period, notwithstanding thelimitation otherwise applicable under paragraph 9(d) thereof or anyother provision of the Non-Competition Agreement.

5.3    If the Executive commits a breach of any of theprovisions of Sections 5.1 or 5.2 hereof, RCPC shall have the followingrights and remedies:

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5.3.1    the right and remedy toimmediately terminate all further payments and benefits provided for inthis Agreement, except as may otherwise be required by law in the caseof qualified benefit plans,

5.3.2    the right andremedy to have the provisions of this Agreement specifically enforcedby any court having equity jurisdiction, it being acknowledged andagreed that any such breach will cause irreparable injury to theCompany and that money damages and disgorgement of profits will notprovide an adequate remedy to the Company, and, if the Executiveattempts or threatens to commit a breach of any of the provisions ofSections 5.1 or 5.2, the right and remedy to be granted a preliminaryand permanent injunction in any court having equity jurisdictionagainst the Executive committing the attempted or threatened breach (itbeing agreed that each of the rights and remedies enumerated aboveshall be independent of the others and shall be severally enforceable,and that all of such rights and remedies shall be in addition to, andnot in lieu of, any other rights and remedies available to RCPC underlaw or in equity), and

5.3.3    the right and remedyto require the Executive to account for and pay over to the Company allcompensation, profits, monies, accruals, increments or other benefits(collectively "Benefits") derived or receivedby the Executive as the result of any transactions constituting abreach of any of the provisions of Sections 5.1 or 5.2 hereof, and theExecutive hereby agrees to account for and pay over such Benefits asdirected by RCPC.

5.4    If any of the covenantscontained in Sections 5.1, 5.2 or 5.3, or any part thereof, hereafterare construed to be invalid or unenforceable, the same shall not affectthe remainder of the covenant or covenants, which shall be given fulleffect, without regard to the invalid portions.

5.5    If any of the covenants contained in Sections 5.1or 5.2, or any part thereof, are held to be unenforceable because ofthe duration of such provision or the area covered thereby, the partiesagree that the court making such determination shall have the power toreduce the duration and/or area of such provision so as to beenforceable to the maximum extent permitted by applicable law and, inits reduced form, said provision shall then be enforceable.

5.6    The parties hereto intend to and hereby conferjurisdiction to enforce the covenants contained in Sections 5.1, 5.2and 5.3 upon the courts of any state within the geographical scope ofsuch covenants. In the event that the courts of any one or more of suchstates shall hold such covenants wholly unenforceable by reason of thebreadth of such covenants or otherwise, it is the intention of theparties hereto that such determination not bar or in any way affectRCPC's right to the relief provided above in the courts of anyother states within the geographical scope of such covenants as tobreaches of such covenants in such other respective jurisdictions, theabove covenants as they relate to each state being for this purposeseverable into diverse and independent covenants.

5.7    Any termination of the Term or theExecutive's employment shall have no effect on the continuingoperation of this Section 5.

6.    Inventions andPatents.

6.1    The Executive agrees that allprocesses, technologies and inventions (collectively,"Inventions"), including new contributions,improvements, ideas and discoveries, whether patentable or not,conceived, developed, invented or made by him during the Term shallbelong to the Company, provided that such Inventions grew out of theExecutive's work with the Company or any of its subsidiaries oraffiliates, are related in any manner to the business (commercial orexperimental) of the Company or any of its subsidiaries or affiliatesor are conceived or made on the Company's time or with the use ofthe Company's facilities or materials. The Executive shallfurther: (a)  promptly disclose such Inventions to the Company;(b) assign to the Company, without additional compensation, all patentand other rights to such Inventions for the United States and foreigncountries; (c) sign all papers necessary to carry out the foregoing;and (d) give testimony in support of the Executive'sinventorship.

6.2    If any Invention is described ina patent application or is disclosed to third parties, directly orindirectly, by the Executive within two years after the termination ofthe Executive's employment with the Company, it is to be presumedthat the Invention was conceived or made during the Term.

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6.3    The Executive agrees thatthe Executive will not assert any rights to any Invention as havingbeen made or acquired by the Executive prior to the date of thisAgreement, except for Inventions, if any, disclosed to the Company inwriting prior to the date hereof.

7.    IntellectualProperty.

Notwithstanding and without limitation of Section6, the Company shall be the sole owner of all the products and proceedsof the Executive's services hereunder, including, but not limitedto, all materials, ideas, concepts, formats, suggestions, developments,arrangements, packages, programs and other intellectual properties thatthe Executive may acquire, obtain, develop or create in connection withor during the Term, free and clear of any claims by the Executive (oranyone claiming under the Executive) of any kind or characterwhatsoever (other than the Executive's right to receive paymentshereunder). The Executive shall, at the request of RCPC, execute suchassignments, certificates or other instruments as RCPC may from time totime deem necessary or desirable to evidence, establish, maintain,perfect, protect, enforce or defend its right, title or interest in orto any such properties.

8.    Indemnification.

RCPC will defend and indemnify the Executive, to the maximum extentpermitted by applicable law, against all costs, charges and expensesincurred or sustained by the Executive in connection with any action,suit or proceeding to which the Executive may be made a party, broughtby any shareholder of the Company directly or derivatively or by anythird party by reason of any act or omission of the Executive as anofficer, director or employee of the Company or of any subsidiary oraffiliate of the Company. In addition, the Executive shall be coveredby RCPC's directors and officer's liability insurancepolicy to the same extent as the other senior most executives ofRCPC.

9.    Notices.

All notices, requests,consents and other communications required or permitted to be givenhereunder shall be in writing and shall be deemed to have been dulygiven if delivered personally, sent by overnight courier or mailedfirst class, postage prepaid, by registered or certified mail (noticesmailed shall be deemed to have been given on the date mailed), asfollows (or to such other address as either party shall designate bynotice in writing to the other in accordance herewith):

If tothe Company, to:

Revlon Consumer ProductsCorporation 625 Madison Avenue New York, New York 10022Attention:    Chief Administrative Officer

If to theExecutive, to the Executive's principal residence as reflected inthe records of the Company.

10.    General.

10.1    This Agreement shall be governed by and construedand enforced in accordance with the laws of the State of New Yorkapplicable to agreements made between residents thereof and to beperformed entirely in New York.

10.2    The sectionheadings contained herein are for reference purposes only and shall notin any way affect the meaning or interpretation of this Agreement.

10.3    This Agreement sets forth the entire agreement andunderstanding of the parties relating to the subject matter hereof, andsupersedes all prior agreements, arrangements and understandings,written or oral, relating to the subject matter hereof. Norepresentation, promise or inducement has been made by either partythat is not embodied in this Agreement, and neither party shall bebound by or liable for any alleged representation, promise orinducement not so set forth.

10.4    This Agreement,and the Executive's rights and obligations hereunder, may not beassigned by the Executive, nor may the Executive pledge, encumber oranticipate any payments or benefits due hereunder, by operation of lawor otherwise. RCPC may assign its rights, together with itsobligations, hereunder (i)  to any affiliate or (ii) to a thirdparty in connection with any sale, transfer or 

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other disposition of all or substantially allof any business to which the Executive's services are thenprincipally devoted, provided that no assignment pursuant to clause(ii) shall relieve RCPC from its obligations hereunder to the extentthe same are not timely discharged by such assignee.

10.5    This Agreement may be amended, modified,superseded, canceled, renewed or extended and the terms or covenantshereof may be waived, only by a written instrument executed by both ofthe parties hereto, or in the case of a waiver, by the party waivingcompliance. The failure of either party at any time or times to requireperformance of any provision hereof shall in no manner affect the rightat a later time to enforce the same. No waiver by either party of thebreach of any term or covenant contained in this Agreement, whether byconduct or otherwise, in any one or more instances, shall be deemed tobe, or construed as, a further or continuing waiver of any such breach,or a waiver of the breach of any other term or covenant contained inthis Agreement.

10.6    This Agreement may be executedin two or more counterparts, each of which shall be deemed to be anoriginal but all of which together will constitute one and the sameinstrument.

11.    Subsidiaries and Affiliates. Asused herein, the term "subsidiary" shall meanany corporation or other business entity controlled directly orindirectly by the corporation or other business entity in question, andthe term "affiliate" shall mean and includeany corporation or other business entity directly or indirectlycontrolling, controlled by or under common control with the corporationor other business entity in question.

IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first abovewritten.

|        |  |                                    |  |                       |  |  |  |  |  |  |
|--------|--|------------------------------------|--|-----------------------|--|--|--|--|--|--|
|   |  | REVLONCONSUMER PRODUCTSCORPORATION |
|   |  | By:                                |  | /s/PaulE. Shapiro     |
|   |  |                               |  | Paul E.Shapiro        |
|   |  |                               |  | /s/Robert K. Kretzman |
|   |  |                               |  | Robert K.Kretzman     |
|        |

9

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