EXHIBIT 10.88

                             MANUFACTURING AGREEMENT

       THIS  MANUFACTURING  AGREEMENT  ("Agreement") made as of this 21st day of
May, 2002 between JEAN PHILIPPE  FRAGRANCES,  LLC, a New York limited  liability
company,  with  principal  offices  at 551  Fifth  Avenue,  New  York,  NY 10176
("Company"), and FRAGRANCE IMPRESSIONS CORPORATION, a Delaware corporation, with
principal offices at One Eurostar Drive, Pleasanton, TX 78064 ("Manufacturer").

       WHEREAS,  Tristar  Corporation,  Debtor-In-Possession  in the  Chapter 11
proceeding, Case no. 01-53706, U.S. Bankruptcy Court, Western District of Texas,
San Antonio Division,  as Seller and Company as the Purchaser  thereunder,  have
entered into an agreement  to purchase  certain  assets of Seller dated 18 April
2002 (the "Asset Purchase Agreement");

       WHEREAS,   Seller,   Company  and   Manufacturer   are  entering  into  a
Non-Competition  and  Non-Solicitation  Agreement,  dated the date  hereof  (the
"Non-Competition Agreement");

       WHEREAS,  Company owns, develops and markets a broad range of fragrances,
cosmetic and health and beauty products;

       WHEREAS, Manufacturer, a start-up entity, is the successor in interest to
a manufacturer of fragrances and cosmetics; and

       WHEREAS,  Company desires  Manufacturer to manufacture in accordance with
Company's specifications certain fragrances and cosmetics in finished,  packaged
and salable form, as well as to manufacture  plastic caps and collars,  cosmetic
pencils and color or screen bottles as ordered by Company.

       NOW,  THEREFORE,  in consideration of the mutual promises,  covenants and
conditions contained herein, the parties hereby agree as follows:

       1.     MANUFACTURE OF PRODUCTS.

       (a)    Subject to the terms and conditions  contained in this  Agreement,
Company will utilize Manufacturer as its exclusive manufacturer for the lines of
products (the "Products"),  the brands, of which are attached hereto as SCHEDULE
1A. and the  formulae  and  specifications  to be provided  in Product  Purchase
Orders   (as   hereinafter   defined)   to  be   submitted   by   Company   (the
"Specifications").

       (b)    Manufacturer  shall provide the manufacturing and filling services
set forth in SCHEDULE 1B (collectively  the "Filling  Services"),  including but
not limited to, labor, chemicals (excluding fragrance oil), compounding, filling
and packaging,  and shall deliver the Products to Company on a turn-key basis in
finished,  packaged and salable form. In addition,  Manufacturer  shall provide,
and Company shall purchase from Manufacturer, as ordered by Company

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              (i)    caps and collars as a manufactured component, i.e., cost of
all components of caps and collars, including but not limited to, resin, as well
as labor and all other costs in connection  with  delivery of such  manufactured
component shall be borne by Manufacturer,

              (ii)   Apple  Pencils  as a  on  a  turn-key  basis  in  finished,
packaged and salable form,  with cost of all components as well as labor and all
other  costs in  connection  with  delivery of Apple  Pencils  shall be borne by
Manufacturer.

       (c)    Manufacturer  agrees to supply 100% of the total  requirements  of
Company in  connection  with the Filling  Services  for  Products.  In the event
Manufacturer  cannot supply 100% of the total  requirements of Company,  then in
such  event,  Company  shall  have the right to  procure  Filling  Services  for
Products from a third party,  and the  quantities so procured  shall be credited
against the minimum purchase quantities has hereinafter set forth.

       (d)    Company  will  supply  Manufacture  with  all  components  for the
Products at its expense, including fragrance oil, but excluding butane, alcohol,
colorant, resin and pencil components which shall be supplied by Manufacturer in
sufficient quantities to meet the requirements of Company.

       (e)    All Products will be stored in the Manufacture's  warehouse as set
forth in PARAGRAPH 12 hereof.  During the first year of the Term,  Company shall
have the right to terminate  Distribution  Services upon three (3) months notice
to  Manufacturer.  After the first year of the Term Company shall have the right
to terminate  Distribution  Services upon six (6) months notice to Manufacturer.
If  Distribution  Services  are  terminated,  then all  merchandise  produced by
Manufacturer will be shipped Freight Collect,  F.O.B.  destinations  selected by
Company.


       2.     MANUFACTURING PRICES AND PAYMENT; SUBORDINATION.

       (a)    Manufacturer   shall  provide  the  Filling  Services  and  supply
finished  Products to Company at the costs as set forth on the annexed  SCHEDULE
2A, subject to the provisions of Paragraph 2(b) hereof.

       (b)    Notwithstanding the provisions of PARAGRAPH 2(A) hereof, it is the
intent of the parties that the costs to be paid by Company for Filling  Services
shall be reduced to the costs charged by third party fillers in the market place
as set forth on the annexed Schedule 2A (the "Market Filling Price") by no later
than the end of the second year of the Term. In accordance with such intent, the
costs for Filling  Services  shall be reviewed  every six (6) months  during the
first two (2) years of the Term,  and shall be accordingly  reduced.  Nothing in
this  PARAGRAPH  2(B) shall be construed as permitting  any increase in the cost
paid or to be paid for Filling Services.  If the costs for Filling Services have
not been  reduced to Market  Filling  Price by the end of the second year of the
Term,  then Company  shall have the right to have the  Products  filled by third
parties and all minimum  purchase  quantities as  hereinafter  set forth in this
Agreement shall lapse and be of no force or effect.

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              (i)    If the cost for Filling Services shall have been reduced to
Market Filling Price by the end of the second year of the Term or earlier,  then
Company agrees that it will place purchase  orders for Filling  Services for the
following  twelve  months of a minimum of 5.0 million  pieces of either  natural
spray or aerosol product for brands not included in the Purchase Agreement,  and
7.5 million for the following twelve months.  The products  produced pursuant to
these purchase orders will be shipped to the Company's  distribution  center FOB
destination.

              (ii)   Notwithstanding  the  provisions of PARAGRAPH  2(B) hereof,
Company  agrees  that,  for the longer of the first two (2) years of the Term of
this  Agreement  or so long as  Promissory  Note issued in  connection  with the
closing of the Asset Purchase Agreement remains outstanding,  Company shall give
purchase orders for Filling Services of not less than 16 million bottles or cans
per annum.

       (c)    In  consideration  of the Filling  Services,  Company  shall remit
payment to  Manufacturer  within  thirty  (30) days of the receipt by Company of
such invoice  evidencing that such  manufacturing has taken place.  Manufacturer
covenants and agrees with Company that it shall not  pre-invoice for any Filling
Services not actually performed.

       (d)    This Agreement and Manufacturer's rights hereunder,  including but
not limited to, any and all warehouseman's liens, are subject and subordinate to
(i) any and all present and future institutional  financing  (collectively,  the
"Superior  Agreement"),  (ii) each advance made under a Superior Agreement,  and
(iii)  any  and  all   renewals,   modifications,   spreaders,   consolidations,
replacements,  substitutions  and  extensions  of each Superior  Agreement.  The
provisions of this paragraph shall be self-operative  and no further  instrument
of  subordination  shall be required.  Manufacturer  shall promptly  execute and
deliver, at its expense, any instrument,  in recordable form if requested,  that
Company may reasonably  request to evidence and confirm such  subordination.  In
the event  that  Manufacturer  within  seven (7) days  after  Company's  request
therefor,  has not  executed or delivered  such  instrument,  then  Manufacturer
hereby grants to Company an irrevocable  power of attorney to effect same in the
name and stead of Manufacturer. Company need not take any other action, nor have
any other  documents  executed,  to effect such power of attorney.  Manufacturer
expressly acknowledges and agrees that such power of attorney is irrevocable and
shall be deemed to be coupled with an interest.

       3.     PRODUCTION SCHEDULING.

       (a)    Company shall  provide  Manufacturer  with its  estimated  6-month
rolling forecasts of Company's requirements for supply of the Products,  divided
into quarterly  quantities and updated quarterly.  Except for the first forecast
which shall be delivered upon the execution and delivery of this Agreement,  and
which shall be through  December  31,  2002,  each such  forecast  will be for a
6-month  period  beginning on the first of a calendar  year quarter and shall be
due 30 days before  commencement of the 6-month period to which it applies.  The
forecasts  delivered  hereunder are not firm  commitments by Company to order or
purchase the Products,  but are provided only as a guide to assist  Manufacturer
in scheduling production.

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       (b)    Company will issue to Manufacturer  production  orders which shall
serve as a firm order for the Products  (each,  a "Product  Production  Order").
Such Product  Production  Orders shall be issued at least 60 calendar days prior
to the  anticipated  delivery  date for  Products  covered by such order or such
other lead time and batch sizes as are customary for Products.  Company will use
its reasonable efforts to give Manufacturer  longer lead times whenever possible
and Manufacturer will use all reasonable commercial efforts to fulfill any short
lead time orders. Manufacturer agrees that it shall adhere a maximum loss factor
of 1.5% in the aggregate and on an annual basis,  and shall provide  appropriate
credits to Company for exceeding such limits.

       4.     COVENANTS OF MANUFACTURER.

       (a)    Manufacturer   shall  only  manufacture  the  specific  number  of
Products as requested by Company and at no time shall  manufacture  excess goods
or overruns in excess of five (5%) of the order. Manufacturer shall not sell any
Products to any third parties.

       (b)    Manufacturer  shall  manufacture  the  Products  and  packaging in
conformity  with the  Specifications  which  will be set  forth  on the  Product
Purchase Orders.

       (c)    Manufacturer  shall ensure that all Products shall be manufactured
in compliance with and all applicable U.S.  federal,  state and local laws which
pertain to the manufacture of fragrances and cosmetics.

       5.     INSPECTION,  SAMPLING, LINE CAPACITY, RAW MATERIALS.  Manufacturer
shall  inspect and sample all raw  materials  and  packaging  purchased  for the
Products for conformance with the  Specifications and shall withhold from use in
the  manufacture  of the Products any raw  materials or packaging  determined by
Company not to be in conformity with such the Specifications.  Manufacturer will
maintain  available line capacity to support the production  requirements of the
Products   contemplated   by  the  forecasts  to  be  delivered  by  Company  to
Manufacturer hereunder.

       6.     RECORDS.  Manufacturer  shall  keep  complete,  true and  accurate
records and accounts in accordance with generally accepted accounting principles
applied on a consistent basis from year to year with respect to information used
to  determine  the  manufacturing  costs  (including,  without  limitation,  raw
materials and  packaging)  and other  information  relevant to the  manufacture,
packaging or shipping of the Products, quality assurance measures, and all other
procedures utilized in the production process under this Agreement and including
an inventory of all finished goods produced and shipped or held by  Manufacturer
as determined by Company. Company or its representatives shall have the right to
audit any and all of such records and accounts of Manufacturer.

       7.     SAMPLING AND TESTING.  Without  limiting  its  warranties  herein,
Manufacturer  shall  perform  at its sole cost and  expense,  the  sampling  and
testing  procedures,  including  microbiological,  analytical and  environmental
testing,  for the Products in accordance with the Specifications and the quality
control procedures for the Products prior to releasing the Products

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for delivery to Buyer.

       8.     DEFECTS,  DISCREPANCIES.  Manufacturer shall remedy any defects or
discrepancies  caused by Manufacturer  by replacement,  at no additional cost to
Company,  of any  Products  rejected  by Company in  accordance  for  failure to
conform to the requirements of this Agreement.  Manufacturer's  obligation under
the  prior  sentence  shall  include  reimbursing  Company  for  all  reasonable
transportation,  retrieval,  storage and destruction  costs  associated with the
defective  Products.  The  remedies of this  paragraph  are in addition to those
contemplated elsewhere in this Agreement.

       9.     RECALLS.  Company shall determine in its sole  discretion,  and in
accordance with its direction, from time to time, to conduct a voluntary recall,
market withdrawal or field correction (a voluntary or mandatory recall,  and any
such  market  withdrawal  or  field  correction,  a  "Recall")  of any  Products
manufactured  by  Manufacturer.  To the extent any such  Recall is the result of
deficiencies  of any Products  arising  from  Manufacturer's  breach  hereunder,
Manufacturer  shall either  replace the  recalled  Products  with an  equivalent
quantity  of such  Products  or credit  Company  for the costs  paid by  Company
hereunder in respect of such  Products.  The remedies of this  paragraph  are in
addition to those contemplated elsewhere in this Agreement.

       10.    ACCESS. Upon reasonable notice, and during  Manufacturer's  normal
operations,  Manufacturer  shall  permit  Company  or its  designees  access  to
Manufacturer's  facilities  utilized in the receiving,  handling,  packaging and
storage  of  packaging,  raw  materials  and the  Products  for the  purpose  of
ascertaining  Manufacturer's  compliance  with the  Specifications  and  quality
assurance  requirements and otherwise with the terms hereunder in respect of the
Filling  Services.  Notwithstanding  the  foregoing,  Company's  access  to  and
inspections of the Manufacturer's  facilities and operations permitted hereunder
shall not affect  Manufacturer's  obligations to comply with all requirements of
this Agreement.  Manufacturer shall promptly notify Company of any discrepancies
noted during any  inspection  of  Manufacturer's  production  facilities  by the
United  States Food and Drug  Administration,  the United  States  Public Health
Service,  any  state or any other  legally  authorized  federal,  state or local
regulatory  agency and shall also  provide  Company a list of any  discrepancies
noted by any authorities  relating to the manufacture,  packaging and storage by
Manufacturer  of the Products,  the raw  materials and the packaging  materials.
Manufacturer  shall  allow  Company or its  designees  reasonable  access to all
records insofar as they relate to the Products.

       11.    PRODUCT  WARRANTIES.  Manufacturer  acknowledges  that Company has
heretofore not been engaged in the  manufacturing,  marketing,  distribution  or
sale of  butane  aerosol  fragrances,  and  that  Company  is  relying  upon the
expertise of Manufacturer in the manufacturing, production, packaging and supply
thereof,  including but not limited to,  compliance  with all  applicable law in
connection thereof.  Manufacturer  warrants that the Product it sells to Company
under this Agreement shall at the time of shipment or delivery to Company:

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       (a)    be  manufactured  and  packaged  in  compliance  with  any and all
applicable requirements of the Federal Food, Drug and Cosmetic Act (the "FFDCA")
and the rules and regulations promulgated thereunder; and

       (b)    not be adulterated  or misbranded  within the meaning of the FFDCA
or any state or local laws, the adulteration or misbranding  provisions of which
are essentially similar to those in the FFDCA.

       12.    WAREHOUSING AND SHIPPING OF PRODUCTS.

       (a)    At the option of Company,  Manufacture  shall store  Products  for
Company at its warehouse located at One Eurostar Drive, Pleasanton,  Texas, in a
segregated  location  clearly  marked as property  of  Company,  and perform the
following services:  picking,  packing and shipping of Inventory, as required by
Company in accordance  with it written orders  (collectively  the  "Distribution
Services").

       (b)    Throughout the term of this Agreement,  Manufacture  covenants and
agrees with Company to exercise  reasonable  care in connection with the storage
of Products,  and shall maintain  adequate  insurance against fire, loss, damage
and theft of Products.

       (c)    In consideration of the Distribution  Services,  Company shall pay
to   Manufacturer   1.75%  of  the  invoice  amount  for  Products   shipped  by
Manufacturer,  net of taxes and freight,  within thirty (30) days of the receipt
by Company of such invoice.

       13.    TRADEMARKS AND BRANDS.

       (a)    Manufacturer  shall  not  at any  time  use,  promote,  advertise,
display  or  otherwise   commercialize   the  trademarks  for  the  Brands  (the
"Trademarks")  or any material  utilizing or  reproducing  the Trademarks in any
manner.  Manufacturer acknowledges that Company is the owner of all right, title
and interest in and to the trademarks and the Brands.

       (b)    To the extent any  rights in and to the  Trademarks  are deemed to
accrue to Manufacturer,  Manufacturer hereby assigns any and all such rights, at
such time as they may be deemed to accrue,  including the related  goodwill,  to
Company.

       (c)    Manufacturer  shall (i) never  challenge the validity of Company's
ownership in and to the Trademarks or any application for registration  thereof,
or any  trademark  registration  thereof  and (ii) never  contest  the fact that
Manufacturer's  rights under this  Agreement are solely those of a  manufacturer
and terminate upon  expiration of this  Agreement.  Manufacturer  shall,  at any
time,  whether during or after the term of the Agreement,  execute any documents
reasonably  requested  by Company to confirm  Company's  ownership  rights.  All
rights in the  Trademarks  other than  those  specifically,  granted  herein are
reserved by Company for its own use and benefit.

       (d)    Without  limiting the  generality  of any other  provision of this
Agreement,  Manufacturer shall not (i) use the Trademarks,  in whole or in part,
as a corporate or trade name or

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(ii) join any name or names with the  Trademarks so as to form a new  trademark.
Manufacturer agrees not to register,  or attempt to register,  the Trademarks in
its own name or any other name, anywhere in the world.

       (e)    In the  event  that  Manufacturer  learns of any  infringement  or
imitation of the Trademarks or of any use by any person or entity of a trademark
similar to the  Trademarks,  it shall  promptly  notify  Company and  thereupon,
Company shall take such action as it deems  advisable for the  protection of its
rights  in  and  to  the  Trademark  and,  if  requested  to do  so  by  Company
Manufacturer shall cooperate with Company in all respects.

       (f)    All  provisions of this  PARAGRAPH 13 shall survive the expiration
or termination of this Agreement.

       14.    INDEMNIFICATION.

       (a)    Manufacturer hereby agrees to indemnify and hold harmless Company,
and its affiliates,  officers and directors from and against any and all losses,
claims,  damages or liabilities,  joint or several, to which they or any of them
may become  subject  whether as a result of any third party  claim or  otherwise
(including any action,  suit or proceeding  among Company,  Manufacturer and any
indemnified  person,  whether on account of this contract or otherwise),  and to
reimburse each such person so indemnified for any legal fees, costs and expenses
(including the cost of any investigation and preparation) reasonably incurred by
them or any of them in connection  with any claim or litigation,  whether or not
resulting in any liability insofar as such losses, claims, damages, liabilities,
or  litigation  arises  out of or are  based  upon any  breach  of  warranty  or
representation or the failure by Manufacturer to fulfill any covenant, agreement
or  condition  contained  herein,  or as a result  of any third  party  products
liability claims.

       (b)    Company hereby agrees to indemnify and hold harmless  Manufacturer
and its Affiliates,  officers and directors from and against any and all losses,
claims,  damages or liabilities,  joint or several, to which they or any of them
may  become  subject   arising  as  a  result  of  any  breach  of  warranty  or
representation  or the failure by Company to fulfill any covenant,  agreement or
condition contained herein, and to reimburse each such person so indemnified for
reasonable  legal  fees,   costs  and  expenses   (including  the  cost  of  any
investigation  and  preparation)  reasonably  incurred by them or any of them in
connection with any such claim or litigation.

       (c)    Promptly  after  receipt  by  an  indemnified   party  under  this
PARAGRAPH 14 above of the  commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party,  send notice of the commencement  thereof to the indemnifying  party; but
the  omission  to notify the  indemnifying  party  shall not relieve it from any
liability which it may have to any  indemnified  party otherwise than under this
section. In case any such action shall be brought against any indemnified party,
and it shall notify the  indemnifying  party of the  commencement  thereof,  the
indemnifying  party shall be entitled to participate in, and, to the extent that
it shall wish, to assume the defense thereof,  with counsel satisfactory to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such

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indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  shall not be liable to such  indemnified  party  under this
PARAGRAPH 14 for any legal fees, costs, or expenses  subsequently incurred after
the date such notice is given by such  indemnified  party in connection with the
defense  thereof  for  other  than  reasonable   costs  of   investigation.   No
indemnifying  party  shall be liable for any  settlement  of any claim or action
pursuant to this PARAGRAPH 14 effected without the prior written consent of such
indemnifying party;  provided,  however, that if the indemnifying party does not
consent to a settlement,  the indemnified party may nevertheless settle,  unless
the  indemnifying  party  secured  the  indemnified  party  against  loss to the
indemnified party's reasonable satisfaction.

       (d)    Manufacture  covenants and agrees with Company to maintain product
liability insurance policy in the face amount of not less than U.S.$3,000,000.00
naming  Company as an additional  insured on such policy  throughout the term of
this  Agreement.  Company  covenants and agrees with  Manufacturer to maintain a
vendor broad form product  liability  insurance policy in the face amount of not
less than U.S.$3,000,000.00 naming Manufacturer as an additional insured on such
policy throughout the term of this Agreement.

       (e)    The  provisions of this  PARAGRAPH 14 shall survive the expiration
of the Term or any other termination of this Agreement.

       15.    CONFIDENTIALITY.  In connection with the  responsibilities  of the
parties hereunder,  each of the parties may disclose (the "Disclosing Party") or
make known to the other (the "Receiving Party"),  and each of the parties may be
given access to or become acquainted with, certain confidential  information not
disclosed  to the  general  public,  including  trade  secrets,  relating to the
business  of the  other  party,  its,  customers,  products,  service  or  other
proprietary  items,  formulas or ideas,  which the  Disclosing  Party  considers
proprietary and desires to maintain  confidential  (collectively,  "Confidential
Information").  The parties  hereby  agree that during the Term and at all times
thereafter,  that it shall not in any manner,  either  directly  or  indirectly,
divulge,  disclose or  communicate  to any person or firm,  except to or for the
Disclosing  Party's  benefit as directed  by the  Disclosing  Party,  any of the
Confidential  Information  which the  Receiving  Party may have  acquired  as an
incident to it entering into this  Agreement,  the Receiving Party agreeing that
such  information  affects the successful and effective  conduct of the business
and goodwill of the Disclosing  Party,  and that any breach of the terms of this
Section is a  material  breach of this  Agreement.  The  parties  shall take all
reasonable measures to prevent its employees,  agents and  representatives  from
disclosing the  Confidential  Information.  Confidential  Information  shall not
include  any  documentation,  data or  information  that is (a)  already  in the
possession of the Receiving Party at the Effective Date of this  Agreement,  (b)
independently  learned by the Receiving  Party,  (c) rightfully  received by the
Receiving Party from a third party having the right to make such disclosure,  or
(d) publicly known or that becomes publicly known through no wrongful act of the
Receiving Party.

       16.    TERM. The term of this Agreement shall be for a period of five (5)
years (the "Term"),  subject to, and  commencing  from, the closing of the Asset
Purchase Agreement (the "Effective Date"), subject to earlier termination as set
forth in this Agreement.

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       17.    TERMINATION.

       (a)    Without prejudice to any other rights Company may have,  including
but not  limited to an action to recover  damages,  Company may  terminate  this
Agreement, without liability, at any time upon notice to Manufacturer:

              (i)    if  Manufacturer  has failed to (A) fulfill any covenant or
agreement on its part to be  fulfilled,  or (B) cure a breach of this  Agreement
within  five (5)  business  days after the  effective  date of such  notice from
Company; or

              (ii)   If  Manufacturer  fails  to  provide  at  least  90% of the
requirements of Company as set forth on a Product  Purchase Order on 3 occasions
in any 12 consecutive month period through no fault of Company; or

              (iii)  if   Manufacturer    sells   or   otherwise   disposes   of
substantially  all of its  business  or assets to a third  party,  or control of
Manufacturer  is  transferred;  or if any one  affiliate or former  affiliate of
Tristar  Corporation  ("Tristar"),   Debtor-In-Possession,  in  the  Chapter  11
proceeding, Case no. 01-53706, U.S. Bankruptcy Court, Western District of Texas,
San Antonio  Division,  either becomes the  beneficial  owners of more than nine
(9%) percent of any class of outstanding  equity securities of Manufacturer,  or
hold any position as a director or officer of Manufacturer, or otherwise able to
direct the operations of  Manufacturer;  provided that, for the purposes of this
PARAGRAPH 17, B.J.  Harid,  Sean Green or Bill Landien shall not be deemed to be
affiliates, but the following persons shall be deemed to be affiliates or former
affiliates of Tristar:  Jay Sheth, Viren Sheth, or any entity in which Jay Sheth
or Viren Sheth  owns,  directly or  indirectly,  more than a one percent  equity
interest, or any officer, director or employee of any such entity.

       (b)    During  the term of this  Agreement,  if Company  gives  notice to
Manufacturer of termination for a breach,  or gives notice of default for one or
more  breaches  on more  than two (2)  occasions,  upon the  third  such  notice
Manufacturer shall no longer have the right to remedy the breach and termination
shall be effective upon the effective time of such notice.

       (c)    If  Manufacturer  is  adjudicated a bankrupt,  or if a petition in
bankruptcy  is  filed  against  Manufacturer,   or  if  Manufacturer  makes  any
assignment for the benefit of its creditors,  or if Manufacturer commits any act
of bankruptcy  or takes the benefit of any  insolvency  law, or if  Manufacturer
defaults  on any  obligation  of not less than  $250,000  which is  secured by a
security interest in whole or in part secured by the Products which is not cured
within  sixty (60) days,  or if a receiver  is  appointed  for  Manufacturer  or
substantially  all  of  its  assets  or  business,  then  this  Agreement  shall
automatically terminate as of the earliest date on which any of the above events
occurred without prejudice to any other rights which Company may have.

       (d)    In the event this Agreement expires or is terminated in accordance
with this PARAGRAPH 17, then (i)  Manufacturer  shall promptly cease all Filling
Services,  and  shall  transfer  back to  Company  all  works  in  progress  and
transferred  goods,  (ii) each of the Company and  Manufacturer  shall  promptly
return all Confidential  Information received from the other Party in

                                       9
<PAGE>


connection with this Agreement,  without retaining a copy thereof, (iii) each of
the  Company and  Manufacturer  shall honor all credits and make any accrued and
unpaid  payment to the other  party as  required  pursuant  to the terms of this
Agreement,  and (iv) each party shall continue to be subject to and  responsible
for its accrued but  unperformed  obligations  and any liabilities in respect of
its prior breach hereof.

       18.    LIMITATION  ON DAMAGES.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,  SPECIAL  OR  EXEMPLARY
DAMAGES (EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM ANY PROVISION OF THIS AGREEMENT,  SUCH AS, BUT NOT LIMITED TO, LOSS
OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

       19.    CUMULATIVE  RIGHTS.  The  rights  and  remedies  granted  in  this
Agreement are cumulative and not exclusive, and are in additional to any and all
other rights and remedies granted and permitted under and pursuant to law.

       20.    NO WAIVER. The failure of any of the parties hereto to enforce any
provision  hereof  on any  occasion  shall  not be  deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.

       21.    ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
and understanding of the parties hereto and no amendment, modification or waiver
of any provision  herein shall be effective  unless in writing,  executed by the
party charged therewith.

       22.    ASSIGNMENT.  This  Agreement may not be assigned by  Manufacturer,
and any attempted assignment hereof shall be void and of no effect.

       23.    PARAGRAPH  HEADINGS.  The  paragraph  headings  herein  have  been
inserted  for  convenience  of  reference  only,  and shall in no way  modify or
restrict any of the terms or provisions hereof.

       24.    GOVERNING LAW; CONSENT TO SERVICE OF PROCESS. This Agreement shall
be construed,  interpreted and enforced in accordance with and shall be governed
by the  laws of the  state of New  York  without  regard  to the  principles  of
conflicts  of  laws.  Each  party  hereto  hereby  irrevocably  consents  to the
exclusive  jurisdiction and venue of the federal and state courts sitting within
the state of New York with regard to any and all actions or proceedings  arising
out of, or relating to, this  Agreement,  and agrees that service of process may
be made in the manner for  providing  notice,  as specified  in PARAGRAPH  25(A)
hereof.

       25.    NOTICES.

       (a)    Any notice or other  communication  under the  provisions  of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
or air mail, or by hand delivery

                                       10
<PAGE>


with an acknowledgment  copy requested,  or by a reputable overnight delivery or
courier service;  all to be directed to the addresses set forth above, or to any
new  address of which any party  hereto  shall have  informed  the others by the
giving of notice in the manner  provided  herein.  Such notice or  communication
shall be effective, if sent by postage prepaid, registered or air mail, five (5)
days after it is mailed;  if sent by a reputable  overnight  delivery or courier
service,  two (2) days  after  properly  forwarded;  or by hand  delivery,  upon
receipt.

       (b)    The parties  hereto agree to send copies of all notices under this
Agreement by telecopier to the other party,  but such notice by telecopier shall
not relieve the sending party of the  obligation to forward notice in accordance
with the terms of PARAGRAPH 25(A) hereof.

       26.    UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction,  then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable  part had
been severed and deleted.

       27.    COUNTERPARTS.  This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.

       28.    NO THIRD PARTY RIGHTS. The  representations,  warranties and other
terms and  provisions of this  Agreement  are for the  exclusive  benefit of the
parties  hereto,  and no other person shall have any right or claim  against any
party by reason of any of those terms and  provisions  or be entitled to enforce
any of those terms and provisions against any party.

       29.    RESOLUTION OF DRAFTING AMBIGUITIES. Manufacturer acknowledges that
it was represented by counsel in connection with the preparation,  execution and
delivery of this  Agreement,  and that its counsel  reviewed this  Agreement and
that any rule of  construction  under  any  applicable  law to the  effect  that
ambiguities are to be resolved  against the drafting party shall not be employed
in the interpretation of this Agreement.



                   [Balance of page intentionally left blank]

                                       11
<PAGE>


       IN WITNESS WHEREOF,  the parties hereto have executed this instrument the
date first above written.

                                             FRAGRANCE IMPRESSIONS CORPORATION



                                             By:    /S/ B. J. HARID
                                                    ---------------
                                             Name:  B. J. HARID
                                                    -----------
                                             Title: PRESIDENT
                                                    ----------



                                             JEAN PHILIPPE FRAGRANCES, LLC


                                             By:    /S/ RUSSELL GREENBERG
                                                    ---------------------
                                             Name:  RUSSELL GREENBERG
                                                    -----------------
                                             Title: EXECUTIVE VICE PRESIDENT
                                                    ------------------------

                                       12
<PAGE>


                                                                     SCHEDULE 1A


                                    PRODUCTS

Major Brand Headings:

Royal, Royal Crown, Regal, Euro Collection,  Preimere,  Club Exclusif all in Eau
de Toilette or Cologne and Apple

Product Types:

1. Aerosol fragrances (Eau de Toilette or Cologne)

2. Body Sprays

3. Deodorant Sticks

4. Eye and Lip Pencils

                                       13
<PAGE>


                                                                     SCHEDULE 1B

                                FILLING SERVICES


o  Produce and blend  liquid  essence or "juice"  for  fragrance  Products  with
   alcohol according to Company formulas

o  Fill juice into containers (glass or metal can)

o  Crimp valves onto containers

o  Produce caps and collars through injection molding process

o  Introduce propellant to containers and apply actuator

o  Glass  containers to be decorated  through  screening  process or by applying
   labels as appropriate; container to be painted where specified.


o  Filled  containers to be packaged:  apply plastic cap and collar;  insert one
   (1) filled container (glass) into individual  folding carton,  shrink wrap by
   12, place  specified  quantity  into master  corrugated  shipper,  put onto a
   pallet and shrink wrap pallet.


o  Manufacturing of Apple Pencils (Company is not to supply any raw materials or
   components for this line)

                                       14
<PAGE>
<TABLE>
<CAPTION>
Schedule 2A
                                                       Cost of Filling Services

                                           Premier  New Euro   Club Ex     Regal   New Euro   Premier    Premier   Premier
                       Royal    Crown II     EDT       EDT       EDT        EDT       BS      3.3oz BS  4.5oz BS     Deo     Pencils
<S>                    <C>      <C>        <C>      <C>        <C>         <C>     <C>        <C>       <C>        <C>       <C>
Butane
Batching
Labor                                                              *
Overhead
                      --------------------------------------------------------------------------------------------------------------

Total
                      ==============================================================================================================

Cap Molding
Collar Molding

Pad Printing
Lacquering


SURCHAGE:                         During the first year of the Term, Company will pay a surcharge of __*___ per bottle
                                  for filling Royal, Crown II, New Euro, Club Exclusive and Regal fragrances only.
                                  This surcharge does not apply to Body Sprays nor Deodorants.

ADDITIONAL NOTE:                  If application of labels is requested in lue of pad printing, the labor cost of applying
                                  the lable is allready incuded in the labor rates above.




Market Filling
    Prices

Inflation:                        These Market Filling Prices are subject to increase for inflation on raw materials such as butane,
                                  alcohol and wood.
</TABLE>

---------
*Excised.