Exhibit10.24

REVLON, INC.

AUDIT COMMITTEEPRE-APPROVAL POLICY

I.    STATEMENT OFPRINCIPLES

The Audit Committee is required topre-approve the audit and non-audit services performed by theCompany's independent auditor, KPMG LLP("KPMG" or the "independentauditor"), in order to assure that KPMG's provisionof such services do not impair its independence. Unless a type ofservice to be provided by the independent auditor has received generalpre-approval, it will require specific pre-approval by the AuditCommittee. Any proposed services exceeding pre-approved cost levelswill also require specific pre-approval by the Audit Committee.

During 2003, the Audit Committee specifically pre-approved theservices performed by KPMG in connection with (i) the Company's2003 audit and (ii) the Company's $50 million rights offering.All of the other services performed by KPMG for the Company during 2003from and after May 6, 2003 (the effective date of the applicable rules)were pre-approved in accordance with this Audit Committee Pre-ApprovalPolicy and the Audit Committee was provided with quarterly updates asto the nature of such services and fees paid for such services.

The appendices to this Policy describe the Audit, Audit-related, Taxand All Other services that have the general pre-approval of the AuditCommittee. The term of any general pre-approval is 12 months from thedate of pre-approval, unless the Audit Committee specifically providesfor a different period. The Audit Committee will annually review andpre-approve the services that may be provided by the independentauditor without obtaining specific pre-approval from the AuditCommittee. The Audit Committee may revise the list of generalpre-approved services from time to time, based on its subsequentdeterminations. The Audit Committee does not delegate itsresponsibilities to pre-approve services performed by the independentauditor to management.

II.    DELEGATION

The Audit Committee may delegate pre-approval authority to one ormore of its members. Specifically, the Chairman of the Audit Committeemay approve services which are not prohibited services if the fees asto any applicable project will not exceed $35,000. The member ormembers to whom such authority is delegated shall report anypre-approval decisions to the Audit Committee at least quarterly on theservices provided by KPMG and the approximate fees paid or payable toKPMG for such services provided by KPMG during the preceding quarter,including a report on any services pre-approved during such quarter bythe Chairman of the Audit Committee pursuant to this Section II.

III.    AUDIT SERVICES

The annual Auditservices engagement terms and fees will be subject to the specificpre-approval of the Audit Committee, except to the extent covered bythe delegation authority under Section II above. The Audit Committeewill approve, if necessary, any changes in terms, conditions and feesresulting from changes in audit scope or other matters. In addition tothe annual Audit services engagement specifically approved by the AuditCommittee, the Audit Committee may grant general pre-approval for otherAudit services, which are those services that only the independentauditor reasonably can provide.

IV.    AUDIT-RELATEDSERVICES

Audit-related services are assurance andrelated services that are reasonably related to the performance of theaudit or review of the Company's financial statements or that aretraditionally performed by the independent auditor. The Audit Committeebelieves that the provision of Audit-related services does not impairthe independence of the auditor, and has pre-approved the Audit-relatedservices listed in Appendix A. All

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other Audit-related services notlisted in Appendix A must be specifically pre-approved by the AuditCommittee, except to the extent covered by the delegation authorityunder Section II above.

V.    TAX SERVICES

The Audit Committee believes that the independent auditor canprovide Tax services to the Company such as tax compliance, taxplanning and tax advice without impairing the auditor'sindependence. However, the Audit Committee will not permit theretention of the independent auditor in connection with a transactioninitially recommended by the independent auditor, the purpose of whichmay be tax avoidance and the tax treatment of which may not besupported in the Internal Revenue Code and related regulations. TheAudit Committee has pre-approved the Tax services listed inAppendix B. All other Tax services not listed in Appendix Bmust be specifically pre-approved by the Audit Committee, except to theextent covered by the delegation authority under Section II above.

VI.    ALL OTHER SERVICES

The AuditCommittee may grant general pre-approval to those permissible non-auditservices classified as All Other services that it believes are routineand recurring services, and would not impair the independence of theauditor. The Audit Committee has pre-approved the All Other serviceslisted in Appendix C. Permissible All Other services otherthan those listed in Appendix C must be specifically pre-approved bythe Audit Committee, except to the extent covered by the delegationauthority under Section II above.

VII.    PROHIBITEDSERVICES

The Company will not retain its independentaccountants for any services that are "prohibitedservices" as defined by applicable statutes orregulations, as may be in effect from time to time, including withoutlimitation, those services prohibited by Section 201(a) of theSarbanes-Oxley Act of 2002 and the SEC's rules and regulationsand such other rules and regulations as may be promulgated thereunderfrom time to time. A list of the SEC's prohibited non-auditservices as of April 1, 2003 is attached to this policy as Exhibit1.

VIII.    PRE-APPROVAL FEE LEVELS

Pre-approval fee levels for all services to be provided by theindependent auditor will be established annually by the AuditCommittee. Any proposed services exceeding these levels will requirespecific pre-approval by the Audit Committee.

IX.    PROCEDURES

Requests or applicationsto provide services that require specific approval by the AuditCommittee may be submitted to the Audit Committee by the independentauditor and either the Chief Financial Officer, Treasurer, Controlleror Chief Legal Officer.

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Appendix A

**Pre-ApprovedAudit-Related Services for Fiscal Year 2004**

Dated:February 1, 2004

|             |  |                                                                                                                                                                                                                                                                                                                                                                                    |  |                                                                                               |  |  |  |  |  |  |
|-------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|        |  |                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                          |
| **Service** |  |                                                                                                                                                                                                                                                                                                                                                                               |
| 1.          |  | Duediligence services pertaining to potential businessacquisitions/dispositions                                                                                                                                                                                                                                                                                                    |  |
| 2.          |  | Financialstatement audits of employee benefitplans                                                                                                                                                                                                                                                                                                                                 |  |
| 3.          |  | Agreed-uponor expanded audit procedures related to accounting and/or billingrecords required to respond to or comply with financial, accounting orregulatory reporting matters                                                                                                                                                                                                     |  |
| 4.          |  | Consultationsby the Company's management as to the accounting or disclosuretreatment of transactions or events and/or the actual or potentialimpact of final or proposed rules, standards or interpretations by theSEC, FASB, or other regulatory or standard-setting bodies (Note: UnderSEC rules, some consultations may be "audit"services rather than "audit-related"services) |  |
| 5.          |  | Attestservices not required by statute orregulation                                                                                                                                                                                                                                                                                                                                |  |
| 6.          |  | Auditwork in connection with liquidations and contract terminations; legalentity dissolution/restructuring assistance; inventory audits; andstatutory audit boardoversight.                                                                                                                                                                                                        |  |                                                                                          |
|        |  |                                                                                                                                                                                                                                                                                                                                                                               |  | **TotalAnnual Fees for Pre-Approved Audit- RelatedServices:    $120,000** |
|        |  |                                                                                                                                                                                                                                                                                                                                                                               |  |                                                                                          |  |
|             |

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Appendix B

**Pre-ApprovedTax Services for Fiscal Year 2004**

Dated: February 1,2004

|             |  |                                                                                                                                    |  |                                                                                 |  |  |  |  |  |  |
|-------------|--|------------------------------------------------------------------------------------------------------------------------------------|--|---------------------------------------------------------------------------------|--|--|--|--|--|--|
|        |  |                                                                                                                               |  |                                                                            |
| **Service** |  |                                                                                                                               |
| 1.          |  | U.S.federal, state and local tax planning andadvice                                                                                |  |
| 2.          |  | U.S. federal,state and local taxcompliance                                                                                         |  |
| 3.          |  | Internationaltax planning andadvice                                                                                                |  |
| 4.          |  | Internationaltax compliance, including, without limitation, intercompany pricingstudies and advance pricingagreements              |  |
| 5.          |  | Reviewof federal, state, local and international income, franchise, and othertax returns, and assistance with tax audit andappeals |  |                                                                            |
|        |  |                                                                                                                               |  | TotalAnnual Fees for Pre-Approved TaxServices:    $785,000* |
|        |  |                                                                                                                               |  |                                                                            |  |
|             |

|  | *Adds$285,000 to the 2003 service fee level of $500,000 as a result of a taxaudit in Mexico. |
|--|----------------------------------------------------------------------------------------------|

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Appendix C

**Pre-ApprovedAll Other Services for Fiscal Year 2004**

Dated:February 1, 2004

|                                                                                                                                         |  |                                                                                                 |  |        |  |  |  |  |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------|--|-------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
|                                                                                                                                    |  |                                                                                            |  |   |
| **Service**                                                                                                                             |  |                                                                                            |
| Allother services (other than prohibited services) approved by theChairman of the Audit Committee pursuant to Section II of thispolicy. |  | Total Annual Fees for Pre-Approved AllOther Services:    $35,000 perproject |
|                                                                                                                                    |  |                                                                                            |  |   |  |
|                                                                                                                                         |

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Exhibit 1

ProhibitedNon-Audit Services

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| •  | Bookkeepingor other services related to the accounting records or financialstatements of the auditclient* |

|              |                                                        |
|--------------|--------------------------------------------------------|
| •  | Financial informationsystems design andimplementation* |

|              |                                                                                   |
|--------------|-----------------------------------------------------------------------------------|
| •  | Appraisalor valuation services, fairness opinions or contribution-in-kindreports* |

|              |                    |
|--------------|--------------------|
| •  | Actuarialservices* |

|              |                                    |
|--------------|------------------------------------|
| •  | Internalaudit outsourcingservices* |

|              |                     |
|--------------|---------------------|
| •  | Managementfunctions |

|              |                |
|--------------|----------------|
| •  | Humanresources |

|              |                                                                |
|--------------|----------------------------------------------------------------|
| •  | Broker-dealer,investment adviser or investment bankingservices |

|              |               |
|--------------|---------------|
| •  | Legalservices |

|              |                                       |
|--------------|---------------------------------------|
| •  | Expert servicesunrelated to the audit |

Each of these prohibited servicesis subject to applicable exceptions under the SEC's rules,including, among others, the applicable phase-in provisions of theSEC's final rules, which may include KPMG's providingotherwise impermissible services if such services are performedpursuant to a written contract entered into before May 6, 2003 andwhich are completed by May 6, 2004.

|  |
|--|
|  |  |
|  |

|  | * Unlessit is reasonable to conclude that the results of these services willnot be subject to audit procedures during an audit of the auditclient's financialstatements. |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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