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                                                                    Exhibit 4.12

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[KONINKLIJKE NOTARIELE BEROEPSORGANISATIE GRAPHIC]

                                                            JJL/5101360/40013829
                                                                (EXECUTION COPY)

DEED OF PLEDGE ON REGISTERED SHARES IN CDRJ EUROPE HOLDING COMPANY B.V.

This twentieth day of May, two thousand three, there appeared before me, Joyce
Johanna Cornelia Aurelia Leemrijse, hereinafter referred to as: "civil law
notary", as substitute of Rudolf van Bork, civil law notary officiating at
Amsterdam, the Netherlands:_____________________________________________________

1.       Catharina Anna Kramer, with office address at Fred. Roeskestraat 100,
          1076 ED Amsterdam, the Netherlands, born in Purmerend, the
          Netherlands, on the sixteenth day of December, nineteen hundred
          sixty-six, in this matter acting as authorized representative
          of:___________________________________________________________________

          a.       JAFRA COSMETICS INTERNATIONAL, INC., a corporation organized
                    under the laws of the State of Delaware, United States of
                    America, having its registered office and its office address
                    at c/o Corporation Trust Center, 1209 Orange Street,
                    Wilmington, Delaware 19801, United States of America,
                    hereinafter: the "PLEDGOR";_________________________________

          b.       CDRJ EUROPE HOLDING COMPANY B.V., a private company with
                    limited liability (besloten vennootschap met beperkte
                    aansprakelijkheid) incorporated organized under the laws of
                    the Netherlands, having its statutory seat in Amsterdam and
                    its office address at Kempenlandstraat 11 G, 5262 GK Vught,
                    hereinafter: the "COMPANY";_________________________________

2.        Kethy Renske van Putten, with office address at Fred. Roeskestraat
          100, 1076 ED Amsterdam, the Netherlands, born in Groningen, the
          Netherlands, on the twelfth day of September, nineteen hundred and
          seventy-three, as authorized representative of:_______________________
          CREDIT SUISSE FIRST BOSTON, a banking organization organized under the
          laws of Switzerland, having its registered office and office address
          at Uetlibergstrasse 231, CH 8070 Zurich, Switzerland, acting through
          its Cayman Islands branch with registered office and office address at
          c/o CIBC Bank and Trust Company (Cayman) Limited, 54 Edward Street,
          George Town, Grand Cayman Cayman Islands, B.W.I., and for the purposes
          of this transaction choosing office at Eleven Madison Avenue, New
          York, New York 10010, the United States, hereinafter: the "PLEDGEE".
          ______________________________________________________________________
     POWERS OF ATTORNEY:________________________________________________________
     The authorization of the persons appearing is evidenced by three (3)
     written Powers of Attorney, one (1) of which is attached to a deed of
     pledge, executed before me, civil law notary, earlier to date, and two (2)
     of which are attached to

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     this Deed (Annex 1). Sufficient proof of the existence of the Powers of
     Attorney was presented to me, civil law notary.
                                                     ---------------------------
     The persons appearing have declared:
                                          --------------------------------------
     The Pledgor and the Pledgee have agreed as follows:
                                                         -----------------------
     WHEREAS:
             -------------------------------------------------------------------

     a.   Pursuant to the Credit Agreement, as defined hereafter, the Pledgor
          has assumed the obligation to provide security to the Pledgee for the
          Secured Obligations, as defined hereafter, in the form of a right of
          pledge on the Shares, as defined hereafter;
                                                     ---------------------------

     b.   By notarial deed of contribution and transfer of shares, executed
          before a deputy of F.W. Oldenburg, civil tax notary officiating in
          Amsterdam, on the thirtieth day of April, nineteen hundred and
          ninety-eight, the Pledgor acquired the legal and beneficial title to
          all issued and outstanding shares in the capital of the Company, such
          deed also containing the acknowledgement of the above acquisition by
          the Company;
                      ----------------------------------------------------------

     c.   To secure the performance of the Secured Obligations, the Pledgor and
          the Pledgee wish to hereby establish a first priority right of pledge
          on the Shares, as defined hereafter, under the following terms.
                                                                         -------

     DEFINITIONS.
                 ---------------------------------------------------------------

     ARTICLE 1.
                ----------------------------------------------------------------

          Unless otherwise defined herein, or the context requires otherwise,
          terms used in this Deed, including its preamble and recitals, shall
          have the meaning as defined in the Credit Agreement. In addition, the
          following terms used in this Deed, including its preamble and
          recitals, shall have the following meanings:
                                                      --------------------------

     a.   the "BORROWER": the Pledgor;
                                      ------------------------------------------

     b.   the "CREDIT AGREEMENT": the credit agreement, dated as of the
          twentieth day of May, two thousand three (May 20, 2003) (as amended,
          supplemented, amended and restated or otherwise modified from time to
          time), among the Borrower, Distribuidora Comercial Jafra S.A. de
          C.V., Jafra Worldwide Holdings (Lux) S.a r.l., the Pledgee and Merrill
          Lynch, Pierce, Fenner & Smith, Incorporated as Lead Arrangers, the
          Pledgee as Administrative Agent, Merrill Lynch, Pierce, Fenner &
          Smith, Incorporated as Syndication Agent, and the other lenders party
          thereto;
                  --------------------------------------------------------------

     c.   an "EVENT OF DEFAULT": each Event of Default as defined in article 7
          of the Credit Agreement, as well as, insofar as not included in that
          definition, each Event of Statutory Default;
                                                       -------------------------

     d.   an "EVENT OF STATUTORY DEFAULT": each event in which the Pledgor is
          in default ("verzuim"), as defined in Section 6:81 of the Netherlands
          Civil Code, of performing one or more of the Secured Obligations;
                                                                           -----

     e.   the "PARALLEL DEBT": shall mean the JAFRA Cosmetics International
          Inc. Parallel Debt as defined in article 9.21 of the Credit
          Agreement;
                    ------------------------------------------------------------

     f.   the "RIGHT OF PLEDGE": the first priority right of pledge on the
          Shares established in this Deed;
                                          --------------------------------------



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          g.   the "SECURED OBLIGATIONS" shall mean: any and all undertakings
               and obligations at any time owing by the Borrower to the Pledgee
               under the Parallel Debt and the obligations and liabilities
               resulting from the non-performance thereof, to the extent such
               undertakings, obligations and liabilities consist of monetary
               payment obligations (verbintenissen tot betaling van een
               geldsom);_______________________________________________________

          h.   the "SHARES"; twenty-four (24) ordinary shares, having a par
               value of one thousand Dutch guilders (NLG 1,000.00) or (read by
               virtue of law and in accordance with Section 2:178c of the Dutch
               Civil Code) four hundred and fifty three Euro and seventy-eight
               cents (EUR 453.78) each, numbered 1 up to and including 24, in
               the share capital of the Company, constituting sixty per cent
               (60%) of the entire issued and outstanding share capital of the
               Company.________________________________________________________

          PLEDGE OF SHARES.____________________________________________________

          ARTICLE 2.___________________________________________________________

          1.   The Pledgor agrees to grant and hereby so grants to the Pledgee,
               as security for the payment when due of the Secured Obligations,
               a disclosed first-ranking right of pledge (een openbaar
               pandrecht, eerste in rang) on the Shares, which right of pledge
               the Pledgee agrees to accept and hereby so accepts, and the
               Pledgor undertakes to pledge to the Pledgee under the same terms
               and conditions as set forth in this deed sixty per cent (60%) of
               any future shares and the rights related thereto as soon as such
               future shares shall be capable of being so pledged as long as any
               of the Secured Obligations are outstanding._____________________

          2.   The Pledgor shall, if and when required by the Pledgee, execute
               such further encumbrances and assurances, and do all such acts
               and things as the Pledgee may reasonably require over or in
               relation to all or any of the Shares to maintain, perfect or
               protect the security rights created by this Deed over the Shares
               and future shares or any part thereof, such that this Deed will
               continue to constitute a first priority right of pledge over
               sixty per cent (60%) the Shares and future shares, until payment
               in full of the Secured Obligations._____________________________


          VOTING RIGHTS._______________________________________________________

          ARTICLE 3.___________________________________________________________

          During the term of the Right of Pledge, the voting rights attaching to
          the Shares shall accrue to the Pledgor.______________________________

          AUTHORITY TO COLLECT.________________________________________________

          ARTICLE 4.___________________________________________________________

          1.   The authority to collect dividends, distributions from reserves,
               repayments of capital and all other distributions and payments in
               any form, which, at any time, during the term of the Right of
               Pledge, become payable on any one or more of the Shares, shall
               accrue to the Pledgee, as provided for in Section 3:246 of the
               Dutch Civil Code._______________________________________________





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2.  In derogation of the provisions of paragraph 1, the Pledgee hereby grants
    approval to the Pledgor to collect dividends.

3.  The Pledgee may terminate the authorization mentioned in paragraph 2 upon
    occurrence of an Event of Statutory Default only. Termination of the
    authorization is made by written statement to that effect, by the Pledgee to
    the Pledgor. The Pledgee shall inform the Company of the termination in
    writing.

FURTHER PLEDGES.

ARTICLE 5.

1.  Each time the Pledgor, after execution of this deed, acquires pledgeable
    (depositary receipts for) shares and rights to acquire (depositary receipts
    for) shares in the capital of the Company, the Pledgor shall, on the
    occasion thereof and otherwise immediately thereafter, establish a first
    priority right of pledge on sixty per cent (60%) of such (depositary
    receipts for) shares and rights in favor of the Pledgee, in so far as
    possible under the same or similar terms and conditions as mentioned in
    this deed.

2.  The Pledgor warrants to the Pledgee that the Pledgor has not disposed in any
    way of the (depositary receipts for) shares and rights referred to in
    paragraph 1.

3.  The Pledgor shall as much as possible provide that the (depositary receipts
    for) shares and rights to acquire (depositary receipts for) shares in the
    capital of the Company he acquires after execution of this deed shall be
    pledgeable, and that the transferability thereof shall not be more
    cumbersome than the transferability of the Shares.

EXERCISE OF THE RIGHT OF PLEDGE.

ARTICLE 6.

1.  After a court of law, on the demand of the Pledgee, has established that an
    Event of Statutory Default has occurred, the Pledgee shall be authorised to
    sell the Shares or part thereof, in accordance with Section 3:248 of the
    Dutch Civil Code, without prejudice to the provision of Section 3:251 of
    the Dutch Civil Code, in order to recover the proceeds thereof.

2.  The blocking clause contained in the articles of association of the Company
    shall apply to the transfer of the Shares by the Pledgee, it being
    understood that the Pledgee shall exercise all of the Pledgor's rights
    relevant to the alienation and transfer of the Shares, and that the Pledgee
    shall fulfill the Pledgor's obligations relevant thereto.

3.  In the event the Pledgee levies execution of the Right of Pledge, the
    Pledgee shall, following payment of the execution costs from the proceeds,
    allocate the net proceeds to fulfill the Secured Obligations.







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[SEAL]

            FINAL PROVISIONS. --------------------------------------------------
            ARTICLE 7. ---------------------------------------------------------
            1.    The Right of Pledge, including all provisions of this deed,
                  shall be governed by the laws of the Netherlands. ------------
            2.    All disputes relating to the Right of Pledge shall be
                  submitted exclusively to the competent court of law in
                  Amsterdam, the Netherlands, it being understood that the
                  Pledgee shall be authorised to initiate a claim elsewhere
                  also. --------------------------------------------------------
            3.    The Pledgee shall be entitled to terminate the Right of Pledge
                  in whole or in part. Termination shall be effectuated by a
                  written notification to that effect by the Pledgee to the
                  Pledgor. The Pledgee shall inform the Company of the
                  termination in writing. --------------------------------------
            FINALLY, THE COMPANY HAS DECLARED: ---------------------------------
            a.    that it acknowledges the aforementioned pledge; --------------
            b.    that it has been informed of the provisions under which the
                  Right of Pledge is established, and fully cooperates with the
                  implementation thereof; --------------------------------------
            c.    it shall register in the Company's shareholders' register that
                  the Shares are encumbered with a first priority right of
                  pledge in favor of the Pledgee, stating whether the voting
                  rights attaching to the Shares accrue to the Pledgor or the
                  Pledgee, and to whom, the Pledgor or the Pledgee, the rights
                  accrue which the law attributes to holders of depositary
                  receipts of shares in the capital of a company which are
                  issued with its co-operation; --------------------------------
            d.    that all resolutions and approvals required from the Company
                  for establishing a first priority right of pledge on the
                  Shares by the Pledgor in favor of the Pledgee under the
                  provisions contained in this deed, have been adopted and
                  received respectively. ---------------------------------------
            END. ---------------------------------------------------------------

            The persons appearing are known to me, civil law notary. -----------
            This deed was executed in Amsterdam on the date stated in the first
            paragraph of this deed. The contents of the deed have been stated
            and clarified to the persons appearing. The persons appearing have
            declared not to wish the deed to be fully read out, to have noted
            the contents of the deed timely before its execution and to agree
            with the contents. -------------------------------------------------
            After limited reading, this deed was signed first by the persons
            appearing and thereafter by me, civil law notary, at five hours and
            forty minutes p.m. -------------------------------------------------
            (W.s.: C.A. Kramer; K.R. van Putten; J.J.C.A. Leemrijse)

                                                                   FOR TRUE COPY
                                                         Amsterdam; June 3, 2003

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