EXHIBIT 10.89

                               NONCOMPETITION AND
                            NONSOLICITATION AGREEMENT

       AGREEMENT  dated this 21st day of May,  2002 by and between JEAN PHILIPPE
FRAGRANCES,  LLC, a New York limited liability company with its principal office
at  551  Fifth  Avenue,  New  York,  New  York  10176   ("Purchaser");   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,  with its  principal  office  at 105 S. St.  Marys,  Suite  1800,  San
Antonio,  Texas 78205  ("Seller");  and  FRAGRANCE  IMPRESSIONS  CORPORATION,  a
Delaware corporation,  with principal offices at One Eurostar Drive, Pleasanton,
TX 78064 ("Manufacturer").

                              W I T N E S S E T H :

       WHEREAS,  Purchaser  is in  the  business  of  producing,  manufacturing,
marketing,  distributing  and selling  mass  market  alcohol  based  fragrances,
including Alternative Designer Fragrances, eau de toilette sprays, cologne, body
sprays, deodorants, and cosmetics,  including lipstick, nail polish, mascara and
eye and lip  products  and  health  and  beauty  aids in the  United  States and
throughout the world ("the Business as Purchaser");

       WHEREAS,  Seller and Purchaser have entered into an agreement to purchase
certain assets of Seller dated 18 April , 2002 (the "Asset Purchase Agreement");

       WHEREAS,  Seller  and  Manufacturer  are  entering  into a  Manufacturing
Agreement, dated the date hereof (the "Manufacturing Agreement"); and

       WHEREAS,  as an inducement to Purchaser and a condition  precedent to the
closing of the Asset Purchase  Agreement,  each of Seller and  Manufacturer  has
agreed  not to  compete  with  Purchaser,  upon the  terms  and  subject  to the
conditions contained herein.

       NOW,  THEREFORE,  in consideration  of the foregoing,  the parties hereby
agree as follows:

       1.     RECITALS.  The  above  recitals  are  true  and  correct  and  are
incorporated  by reference  herein and made a part of this  Agreement,  with the
same force and effect as if fully set forth herein.

       2.     COVENANT NOT TO COMPETE; NONSOLICITATION.

       (a)    Each of Seller and  Manufacturer  severally  covenants  and agrees
with  Purchaser that Seller and  Manufacturer  shall not directly or indirectly,
for a period  equal to the longer of (i) five (5) years from the  closing of the
Purchase  Agreement  or (ii) as for so long the  Manufacturing  Agreement  is in
effect,

              (i)    compete  with  or  be  engaged  in  the  same  Business  as
Purchaser, as heretofore defined, or act as consultant or lender to or owner, or
partner of, any business or organization which,  directly or indirectly competes
with or is engaged in the same Business as

<PAGE>


Purchaser,  except that, in each case, the provisions of this paragraph will not
be deemed breached  solely because Seller or Manufacturer  owns no more than one
percent (1%) of any outstanding  class of equity security of a corporation,  if,
at the time of its  acquisition by Seller,  such equity  security is listed on a
United States  national  securities  exchange or The Nasdaq Stock Market,  or is
regularly traded in the over-the-counter market; or

              (ii)   solicit in connection  with the Same Business as Purchaser,
any  employee,  customer or filler of  Purchaser  who was at any time during the
term of this Agreement, an employee, customer or filler of Purchaser.

       (b)    Notwithstanding   the   provisions   of   PARAGRAPH   2(A)  above,
Manufacturer,  but not Seller,  shall have the right to market and sell the mass
market fragrance brands, Fragrance Impressions and Cosmetic Impressions, and any
such  other  brands  sold at  similar  price  points or  higher  and to the same
distribution channel as Fragrances Impressions, solely to the following:

              (i)    U.S. drug store chains:  Such as  Walgreens,  Eckerd,  Rite
       Aid, CVS;

              (ii)   mass  merchandisers:  Such as Walmart,  K-Mart,  Target and
       Kohls;

              (iii)  convenience  and  specialty  store  chains,  gas  stations,
       door-to-door and through the Internet; and

              (iv)   supermarkets,  including  but  not  limited  to,  Pathmark,
       Albertsons and Winn Dixie.

       (c)    Notwithstanding   the   provisions   of   PARAGRAPH   2(A)  above,
Manufacturer, but not Seller or its affiliates, shall have the right to

              (i)    provide    manufacturing    or    filling    services    to
non-affiliates;   PROVIDED,   THAT,  in  no  event  shall  Manufacturer  provide
manufacturing  or  filling  services   relating  to  (I)  alternative   designer
fragrances,  or (II) lip  pencils or eye  pencils  similar in price point to the
Apple Pencil cosmetic line, to other than Purchaser; and

              (ii)   sell close-out  products in any market,  PROVIDED THAT, (I)
sales of close-outs do not exceed five (5%) percent of net sales of such product
line  for the  immediately  preceding  twelve  (12)  month  period;  and (II) no
products are manufactured or produced for sale as close-outs.

       (d)    Nothing herein shall be construed to permit the sale of fragrances
or cosmetics to the wholesale  fragrance  market,  whether within or outside the
United  States;  or the "dollar  store  market",  including  but not limited to:
Family Dollar,  Dollar General,  Dollar Tree Distributors,  Consolidated  Stores
(Big Lot Stores) and 99 Cent Only stores.

                                       2
<PAGE>


       (e)    For the purposes of this Paragraph 2 the term "affiliate" shall be
defined to mean each and every person,  entity or individual  which  directly or
indirectly  controls or is  controlled  by or is under  common  control with the
person to who or which it relates.

       (f)    If any  term of this  PARAGRAPH  2 is found  by any  court  having
jurisdiction  to  be  too  broad,  then  such  term  shall  nevertheless  remain
effective,  but shall be considered amended (as to the time or area or otherwise
as the case may be) to a point considered by said court as reasonable, and as so
amended, shall be fully enforceable.

       (g)    In the event of a merger of Seller and Manufacturer  pursuant to a
plan of reorganization  in Seller's Chapter 11 proceeding in which  Manufacturer
is the  surviving  or  successor  entity,  then  only  the  restrictions  herein
applicable to Manufacturer shall apply to the surviving entity.

       3.     POTENTIAL  DAMAGE TO  PURCHASER.  Each of Seller and  Manufacturer
recognizes and acknowledges the damage to Purchaser which might result if any of
the foregoing provisions are breached by Seller or Manufacturer.

       4.     EQUITABLE RELIEF. In the event Seller or Manufacturer shall commit
or cause to commit a breach of any  provision  of this  Agreement,  then in such
event, each of Seller or Manufacturer as the case may be, hereby consents to the
granting  of a  temporary  or  permanent  injunction  against it by any court of
competent  jurisdiction  prohibiting  such  violations  of any provision of this
Agreement.  In any  proceeding  for an  injunction  and  upon any  motion  for a
temporary or permanent  injunction,  Seller or  Manufacturer as the case may be,
agrees that its ability to answer in damages shall not be a bar or interposed as
a defense to the granting of such temporary or permanent  injunction against it,
and further agrees that Purchaser will not have an adequate remedy at law in the
event of any breach hereunder and Purchaser will suffer  irreparable  damage and
injury if any of such provisions of this Agreement are breached.

       5.     GOVERNING LAW;  PROCESS.  This Agreement shall be governed by, and
construed  and  enforced  in  accordance  with,  the laws of the  State of Texas
without  giving effect to the  principles  of conflicts of laws thereof.  Seller
hereby  irrevocably  consents to the jurisdiction and venue of the courts of the
State of Texas and of any United States  District Court located within the State
of Texas County of Bexar,  in connection  with any action or proceeding  arising
out of or relating to this Agreement. In any such action or proceeding,  each of
Seller and Manufacturer  waives personal service of any summons and complaint or
other  process and agrees  that the  service  thereof may be made by first class
mail  directed to such person at the  address set forth  above,  or to any other
address given by any of Seller, or Manufacturer to Purchaser by first class mail
directed to Purchaser at its principal offices.  Notwithstanding  the foregoing,
for so long as Seller is a debtor in the aforementioned  Bankruptcy  proceeding,
any action  involving  Seller  must be brought,  if at all,  in such  Bankruptcy
Court.

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

                                       3
<PAGE>


       7.     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.

       8.     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.

       9.     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.

       10.    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.

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





                 [Balance of this page left intentionally blank]

                                       4
<PAGE>


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

                                     JEAN PHILIPPE FRAGRANCES, LLC


                                     By: /s/ RUSSELL GREENBERG
                                         ---------------------
                                     Russell Greenberg, Executive Vice President


                                     TRISTAR CORPORATION, DEBTOR-IN-POSSESSION


                                     By:    /s/ MICHAEL A. McCONNELL
                                            ------------------------
                                     Name:  Michael  A. McConnell
                                     Title: Bankruptcy court-appointed Examiner
                                     with limited powers



                                     FRAGRANCE IMPRESSIONS CORPORATION



                                     By:    /s/ B. J. HARID
                                            ---------------
                                     Name:  B. J. Harid
                                     Title: Chief Executive Officer

                                       5