Exhibit10.7

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

**AMENDMENT**(the "Amendment"),effective as of March 2, 2006, to the employment agreement, dated as ofAugust 18, 2003, as amended (the"Agreement"), between REVLON CONSUMERPRODUCTS CORPORATION ("RCPC" and, togetherwith its parent Revlon, Inc. and its subsidiaries, the"Company") and Thomas E. McGuire (the"Executive").

**WHEREAS**, RCPCwishes to continue the employment of the Executive with the Company,and the Executive wishes to accept continued employment with theCompany on the terms and conditions set forth in the Agreement, asamended by this Amendment (capitalized terms used herein withoutdefinition being used with the meanings ascribed to them in theAgreement); and

**WHEREAS**, effective upon the filing of theCompany's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2005, the Executive has been appointed Executive VicePresident and President, Revlon International of the Company andRCPC.

**NOW THEREFORE**, in consideration of the promises andmutual covenants contained herein, the parties hereto agree asfollows:

1.    Section 1.1 of the Agreement, describing theExecutive's duties, is hereby amended and restated to read asfollows:

"1.1    Employment,Duties.    RCPC hereby employs the Executive for the Term (asdefined in Section 2.1) to render exclusive and full-time services tothe Company as the executive responsible for general management of theCompany's international business, and such other duties andresponsibilities as may be assigned to the Executive from time to time.The Executive's title shall be Executive Vice President of theCompany and President, Revlon International, or such other title of atleast equivalent level consistent with the Executive's dutiesfrom time to time as may be assigned to the Executive. The Executiveshall report to the President and Chief Executive Officer of Revlon,Inc. (the "CEO") and shall be a member ofRCPC's Executive Committee as in effect from time totime."

2.    Section 1.3 of the Agreement ishereby amended and restated in order to add a reference to travel tothe Company's international operations, and shall read asfollows:

"1.3    Location.    Theduties to be performed by the Executive hereunder shall be performedprimarily at the office of RCPC in the New York City metropolitan area,and it is understood that the nature of the Executive's duties onbehalf of the Company shall require regular travel to theCompany's international operations."

3.    Section 2.1 of the Agreement, regarding the term ofExecutive's employment, is hereby amended and restated to read asfollows:

"2.1    The Term.    The termof the Executive's employment under this Agreement (the"Term") shall commence on the date when theCompany files its Annual Report on Form 10-K for the fiscal year endedDecember 31, 2005 with the Securities Exchange Commission (the"Effective Date") and shall end on the laterof December 31, 2007 or twenty-four (24) months after RCPC provides tothe Executive a notice of non-renewal, unless in either case soonerterminated pursuant to Section 4. Non-extension of the Term shall notbe deemed to be a breach of this Agreement by RCPC for purposes ofSection 4.4. Additionally, the Executive may terminate the Term at anytime upon sixty (60) days' prior written notice to the Companyand such termination shall not be deemed a breach of this Agreement.During any period that the Executive's employment shall continuefollowing the end of the Term, the Executive shall be deemed anemployee at will, provided, however, that the Executive shall beeligible for severance on the terms and subject to the conditions ofthe Revlon Executive Severance Policy as in effect from time to time(the "Executive Severance Policy"), providedthat the Severance Period for the Executive under the ExecutiveSeverance Policy shall be no less than 24 months, subject to the termsand conditions of such policy."

4.    Thereference to "August 17, 2006" in Section4.4(i) of the Agreement, which refers to the Executive'sSeverance Period, is hereby amended to refer to "the endof the Term."

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5.    Section 4 of the Agreement ishereby amended to add the following subsection 4.6 with respect todeferred compensation:

"4.6    InternalRevenue Code 409A.    Internal Revenue Code section 409A("Section 409A") imposes additional taxes andinterest on compensation or benefits deferred under certainnonqualified deferred compensation plans (as defined under the Code andrelated regulations). These plans may include, among others,nonqualified retirement plans, bonus plans, stock option plans,employment agreements and severance agreements. Revlon reserves theright to provide compensation or benefits under any such plan inamounts, at times and in a manner that minimizes taxes, interest orpenalties as a result of section 409A, including any requiredwithholdings."

6.    Except as expressly modifiedby this Amendment, all provisions of the Agreement shall continue infull force and effect. In the event of any conflict between the termsof this Amendment and the provisions of the Agreement or any otherplan, policy, contract, arrangement or agreement between Executive andthe Company, the terms of this Amendment shall be controlling.

IN WITNESS WHEREOF, the parties have executed this Amendment onMarch 2, 2006.

REVLON CONSUMER PRODUCTSCORPORATION

|  |           |                                                                                                                                                                                                                                                              |
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|  | By:  | /s/   Jack L.Stahl                             Jack L.Stahl President and Chief Executive Officer |

|  | /s/   Thomas E.McGuire                         Thomas E.McGuire |
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