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                                                                   Exhibit 10.36

                                  $200,000,000

                          JAFRA COSMETICS INTERNATIONAL

                   10 3/4% SENIOR SUBORDINATED NOTES DUE 2011

                               PURCHASE AGREEMENT

                                                                     May 2, 2003

Credit Suisse First Boston LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
     c/o Credit Suisse First Boston LLC
         Eleven Madison Avenue
         New York, N.Y. 10010-3629

Dear Sirs:

      1. Introductory. Jafra Cosmetics International, Inc. ("JAFRA US"), a
company incorporated under the laws of Delaware, and Distribuidora Comercial
Jafra, S.A. de C.V. ("JAFRA MEXICO"), a company established under the laws of
Mexico (each, an "ISSUER", and together, the "ISSUERS"), propose, subject to the
terms and conditions stated herein, to severally issue and sell to the several
initial purchasers named in Schedule A hereto (the "PURCHASERS")
U.S.$200,000,000 principal amount of their 10 3/4% Senior Subordinated Notes Due
2011 (the "OFFERED SECURITIES") to be issued under an Indenture to be dated as
of May 20, 2003 (together with the first supplement thereto, the "INDENTURE"),
among Jafra US, Jafra Mexico, the initial Guarantors (as hereafter defined) and
U.S. Bank National Association, as Trustee (the "TRUSTEE"). CDRJ Investments
(Lux) S.A., a Luxemburg Company ("CDRJ"), the Issuers and the Parent (as defined
below) are herein collectively referred to as the "COMPANY". On the Closing Date
(as defined below) each Issuer will be a direct or indirect, wholly-owned
subsidiary of Parent.

      In connection with the issuance and sale of the Offered Securities, on the
Closing Date, (i) Jafra Mexico will acquire low-vote preferred stock of Jafra
Cosmetics International, S.A. de C.V. ("JCISA") from JCISA and the shareholders
of JCISA, (ii) Jafra Mexico will acquire the assets and liabilities comprising
the Mexican distribution business of the Company from Distribuidora Venus S.A.
de C.V., a wholly-owned subsidiary of JCISA, and (iii) Jafra Worldwide Holdings
(Lux), S.ar.L. (the "PARENT") will acquire all the assets and liabilities of
CDRJ North Atlantic (Lux) S.ar.L., including, directly or indirectly, all of the
capital stock of each of Jafra US, Jafra Mexico, JCISA and each of the other
Guarantors (other than the Parent). The foregoing transactions described in (i)
through (iii) are hereinafter referred to as the "REORGANIZATION".
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      The Parent will fully and unconditionally guarantee the Offered Securities
on a senior subordinated basis on the terms provided in the Indenture (the
"PARENT GUARANTEE"). Jafra US's obligations with respect to the Offered
Securities will also be guaranteed by Jafra Mexico (the "JAFRA MEXICO CROSS
GUARANTEE") and by each subsequently acquired or organized U.S. subsidiary of
Jafra US, subject to certain exceptions set forth in the Indenture. Jafra
Mexico's obligations with respect to the Offered Securities will also be
guaranteed by Jafra US (the "U.S. ISSUER CROSS GUARANTEE"), and by JCISA and
each existing and subsequently acquired or organized subsidiary of Jafra Mexico
and JCISA (together with the U.S. subsidiary guarantees, the "SUBSIDIARY
GUARANTEES"). The Parent Guarantee, the Jafra Mexico Cross Guarantee, the U.S.
Issuer Cross Guarantee and the Subsidiary Guarantees are herein referred to
collectively as the "GUARANTEES, and the guarantors on such Guarantees, the
"GUARANTORS".

      The Offered Securities will be offered and sold to the Purchasers without
being registered under the Securities Act of 1933 (the "SECURITIES ACT"), in
reliance upon an exemption therefrom. Holders of the Offered Securities
(including the Purchasers and their direct and indirect transferees) will be
entitled to the benefits of a Registration Rights Agreement (the "REGISTRATION
RIGHTS AGREEMENT"), pursuant to which the Issuers and the Guarantors will agree
to use reasonable best efforts to file with the Securities and Exchange
Commission (the "COMMISSION") (i) a registration statement under the Securities
Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") registering an issue of senior
subordinated notes of each of Jafra US and Jafra Mexico (the "EXCHANGE
SECURITIES"), which will be identical in all material respects to the Offered
Securities (except that the Exchange Securities will not contain terms with
respect to transfer restrictions or with respect to additional interest) and
(ii) under certain circumstances, a shelf registration statement pursuant to
Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT").

      Each Issuer and the Parent hereby agrees with the several Purchasers as
follows:

      2. Representations and Warranties of the Company. Each Issuer, CDRJ and
the Parent, jointly and severally, represents and warrants to, and agrees with,
the several Purchasers that:

            (a) A preliminary offering circular and an offering circular
      relating to the Offered Securities to be offered by the Purchasers have
      been prepared by the Company. Such preliminary offering circular (the
      "PRELIMINARY OFFERING CIRCULAR") and offering circular, as supplemented as
      of the date of this Agreement, are hereinafter collectively referred to as
      the "OFFERING CIRCULAR". On the date of this Agreement and on the Closing
      Date, the Offering Circular does not and will not include any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary in order to make the statements therein,
      in the light of the circumstances under which they were


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      made, not misleading. The preceding sentence does not apply to statements
      in or omissions from the Offering Circular based upon written information
      furnished to the Issuers by any Purchaser through Credit Suisse First
      Boston LLC ("CSFB") specifically for use therein, it being understood and
      agreed that the only such information is that described as such in Section
      7(b) hereof. The Offering Circular, as of its date and as of the Closing
      Date, contains, or will contain, all of the information that, if requested
      by a prospective purchaser of the Offered Securities, would be required to
      be provided to such prospective purchaser pursuant to Rule 144A(d)(4)
      under the Securities Act.

            (b) The Offered Securities have been duly authorized by each of the
      Issuers. When the Offered Securities are delivered and paid for pursuant
      to this Agreement and the Indenture on the Closing Date, the Offered
      Securities will have been duly executed, authenticated, issued and
      delivered and will conform to the description thereof contained in the
      Offering Circular and will constitute valid and legally binding
      obligations of the Issuers and the Guarantors, entitled to the benefits
      provided in the Indenture and enforceable in accordance with their terms,
      subject to (i) bankruptcy, insolvency, reorganization, fraudulent
      conveyance, moratorium or other similar laws now or hereafter in effect
      relating to creditors' rights generally and (ii) general principles of
      equity (regardless of whether enforcement is considered in a proceeding in
      equity or at law) and the discretion of the court before which any
      proceeding therefor may be brought.

            (c) Jafra US has been duly incorporated and is an existing
      corporation in good standing under the laws of the State of Delaware;
      Jafra Mexico has been duly incorporated and is an existing corporation
      under the laws of Mexico; and each of CDRJ and the Parent has been duly
      incorporated and is an existing corporation under the laws of Luxembourg;
      each with corporate power and authority to own its properties and conduct
      its business as described in the Offering Circular; and each of Jafra US
      and Jafra Mexico is duly qualified to do business as a foreign corporation
      in good standing in all other jurisdictions in which its ownership or
      lease of property or the conduct of its business requires such
      qualification, except in such jurisdictions in which the failure to so
      qualify would not reasonably be expected to have a material adverse effect
      on the business, properties, results of operations or condition (financial
      and other) of CDRJ and, following the Reorganization, Parent and, its
      subsidiaries taken as a whole (a "MATERIAL ADVERSE EFFECT").

            (d) Each subsidiary of CDRJ has been duly incorporated or organized
      and is an existing corporation or other entity under the laws of the
      jurisdiction of its incorporation, with corporate power and authority to
      own its properties and conduct its business as described in the Offering
      Circular (except as would not reasonably be expected, individually or in
      the aggregate, to have a Material Adverse Effect), and each subsidiary of
      CDRJ is duly qualified to do business as a


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      foreign corporation in all other jurisdictions in which its ownership or
      lease of property or the conduct of its business requires such
      qualification; all of the issued and outstanding capital stock of each
      subsidiary of CDRJ has been duly authorized and validly issued and is
      fully paid and nonassessable; and the capital stock of each subsidiary
      owned by CDRJ is, directly or through subsidiaries, owned free from liens,
      encumbrances and defects, except for such liens, encumbrances or defects
      as (i) would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect or (ii) may arise pursuant to the
      Senior Secured Credit Facilities (as defined below) in connection with the
      transactions contemplated thereunder.

            (e) The Indenture has been duly authorized by each Issuer; and when
      the Offered Securities are delivered and paid for pursuant to this
      Agreement on the Closing Date, the Indenture will have been duly executed
      and delivered by the Issuers and will conform to the description thereof
      contained in the Offering Circular in all material respects and the
      Indenture will constitute the valid and legally binding obligation of the
      Issuers, enforceable in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar
      laws of general applicability relating to or affecting creditors' rights
      and to general equity principles (regardless of whether enforcement is
      considered in a proceeding in equity or at law).

            (f) On the Closing Date, the Guarantee of the Offered Securities by
      each Guarantor will have been duly authorized by such Guarantor and will
      conform to the description thereof contained in the Offering Circular in
      all material respects. When the Offered Securities have been issued,
      executed and authenticated in accordance with the Indenture and delivered
      to and paid for by the Purchasers in accordance with the terms of this
      Agreement, the Guarantee of each Guarantor will constitute a valid and
      legally binding obligation of such Guarantor, enforceable in accordance
      with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights generally and to general equity
      principles (regardless of whether enforcement is considered in a
      proceeding in equity or at law).

            (g) This Agreement has been duly authorized, executed and delivered
      by CDRJ, each Issuer and the Parent.

            (h) On the Closing Date, the Registration Rights Agreement will have
      been duly authorized, executed and delivered by each Issuer and Guarantor,
      and upon such execution and delivery, will constitute valid and legally
      binding obligations of each Issuer and Guarantor, enforceable in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general
      applicability relating to or affecting


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      creditors' rights and to general equity principles (regardless of whether
      enforcement is considered in a proceeding in equity or at law). On the
      Closing Date, the Registration Rights Agreement will conform as to legal
      matters to the description thereof in the Offering Circular in all
      material respects.

            (i) Except as described in the Offering Circular, there are no
      contracts, agreements or understandings between CDRJ or any Issuer or
      Guarantor and any person that would give rise to a valid claim against any
      Issuer or any Purchaser for any brokerage commission, finder's fee or
      other like payment in connection with the transactions contemplated in
      this Agreement, and any such payment by any Issuer or Guarantor will not
      have a Material Adverse Effect.

            (j) Except for (i) such consents, approvals, authorizations, orders
      or filings as may be required to be obtained or made under the Securities
      Act, the Exchange Act (as defined below), the Trust Indenture Act of 1939,
      as amended (the "TRUST INDENTURE ACT") and applicable state securities
      laws as provided in the Registration Rights Agreement, (ii) such consents,
      approvals, authorizations, orders or filings as have been made or
      obtained, or (iii) as disclosed in the Offering Circular, no consent,
      approval, authorization, or order of, or filing with, any governmental
      agency or body or any court is required to be made or obtained by any of
      the Issuers or the Guarantors for the consummation of the transactions
      contemplated by this Agreement, the Registration Rights Agreement and the
      Offering Circular in connection with the issuance and sale of the Offered
      Securities by the Issuers.

            (k) The execution, delivery and performance of the Indenture, the
      Guarantees, this Agreement and the Registration Rights Agreement and the
      issuance and sale of the Offered Securities and compliance with the terms
      and provisions thereof will not result in a breach or violation of any of
      the terms and provisions of, or constitute a default under, any statute
      binding upon or any rule, regulation or order of any governmental agency
      or body or any court, domestic or foreign, having jurisdiction over CDRJ,
      the Parent or any Issuer or any subsidiary of any of the foregoing or any
      of their properties, or any agreement or instrument to which any such
      Person is a party or by which any such Person is bound or to which any of
      the properties of any such Person is subject, or the charter, bylaws or
      equivalent constituent documents of any such Person, except for such
      breaches, violations and defaults (other than with respect to the charter
      of any Issuer or its subsidiaries) as would not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect, and
      on the Closing Date each Issuer and Guarantor will have full corporate
      power and authority to authorize and to issue and sell (in the case of the
      Issuers) or to guarantee (in the case of the Guarantors) the Offered
      Securities as contemplated by this Agreement.


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            (l) Except as disclosed in the Offering Circular, on the Closing
      Date after giving effect to the transactions contemplated by the Offering
      Circular, including the Reorganization, Parent and its subsidiaries,
      including the Issuers, will have good and marketable title to all real
      properties and good and valid title to all other properties and assets
      owned by them or necessary to conduct the businesses operated by them as
      described in the Offering Circular, in each case free from liens,
      encumbrances and defects not permitted by the Indenture, except for such
      failures to have such title and such liens, encumbrances and defects as
      (i) would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect or (ii) may arise pursuant to the
      Senior Secured Credit Facilities; and except as disclosed in the Offering
      Circular, Parent and its subsidiaries, including the Issuers, will hold
      any leased real or personal property under valid and enforceable leases,
      except for such failures to be so valid or enforceable as would not
      reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect.

            (m) On the Closing Date after giving effect to the transactions
      contemplated by the Offering Circular, including the Reorganization,
      Parent and its subsidiaries, including the Issuers, will possess adequate
      certificates, authorizations or permits issued by appropriate governmental
      agencies or bodies necessary to conduct the business now operated by them
      or to which they have succeeded, pursuant to the Reorganization except as
      would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect, and have not received any notice of
      proceedings relating to the revocation or modification of any such
      certificate, authority or permit that would be reasonably expected to
      have, individually or in the aggregate, a Material Adverse Effect.

            (n) No labor dispute with the employees of the Parent, the Issuers
      or any of their respective subsidiaries exists or, to the knowledge of
      Parent or the Issuers, is imminent, that would reasonably be expected to
      have, individually or in the aggregate, a Material Adverse Effect.

            (o) Except as disclosed in the Offering Circular, CDRJ and its
      subsidiaries (and on the Closing Date following the consummation of the
      Reorganization, Parent and its subsidiaries), including Jafra US and Jafra
      Mexico, (i) own, possess or can acquire on reasonable terms, adequate
      trademarks, trade names, know-how, patents, copyrights, technology and
      processes (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to
      conduct the business now operated by them or presently employed by them or
      to which they have succeeded pursuant to the Reorganization, except as
      would not reasonably be expected to have a Material Adverse Effect and
      (ii) have not received any notice of infringement of or conflict with the
      asserted rights of others with respect to any intellectual property, that
      would individually or in the aggregate reasonably be expected to have a
      Material Adverse Effect.


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            (p) Neither CDRJ nor any of its subsidiaries (nor, on the Closing
      Date following consummation of the Reorganization, Parent or any of its
      subsidiaries), including Jafra US and Jafra Mexico, (i) is in violation of
      any statute, or any rule, regulation, decision or order of any
      governmental agency or body or any court, domestic or foreign, relating to
      the use, disposal or release of hazardous or toxic substances or relating
      to the protection or restoration of the environment or human exposure to
      hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"), (ii)
      owns or operates any real property contaminated with any substance that is
      subject to any environmental laws, (iii) is liable for any off-site
      disposal or contamination pursuant to any environmental laws, or (iv) is
      subject to any claim relating to any environmental laws, which violation
      (as referred to in (i)), contamination (as referred to in (ii)), liability
      (as referred to in (iii)) or claim (as referred to in (iv)) would
      individually or in the aggregate reasonably be expected to have a Material
      Adverse Effect.

            (q) There are no pending actions, suits or proceedings against or
      affecting CDRJ or any of its subsidiaries, including Jafra US and Jafra
      Mexico, or Parent or any of their respective properties that would
      individually or in the aggregate reasonably be expected to have a Material
      Adverse Effect, or would reasonably be expected to materially and
      adversely affect the ability of any Issuer or Guarantor to perform its
      obligations under the Indenture, the Registration Rights Agreement or
      under this Agreement.

            (r) The historical consolidated financial statements, together with
      the related notes, included in the Offering Circular present fairly in all
      material respects the financial position of each of CDRJ and its
      consolidated subsidiaries, JCISA and its consolidated subsidiaries and
      Jafra US and its consolidated subsidiaries, as of the dates shown and
      their results of operations and cash flows for the periods shown, and such
      financial statements have been prepared in conformity with generally
      accepted accounting principles in the United States applied on a
      consistent basis throughout the periods covered thereby, and the
      assumptions used in preparing the pro forma financial data included in the
      Offering Circular provide a reasonable basis for presenting the estimated
      effects of the transactions or events described therein; and the related
      pro forma adjustments give appropriate effect to those assumptions, and
      the pro forma columns therein reflect the proper application of those
      adjustments to the corresponding historical financial statement amounts.

            (s) Except as disclosed in the Offering Circular, since the date of
      the latest audited financial statements included in the Offering Circular
      there has been no material adverse change in, nor any development or event
      that would reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect, and, except as disclosed in or
      contemplated by the Offering Circular, there has


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      been no dividend or distribution of any kind declared, paid or made by the
      Company on any class of its capital stock.

            (t) None of the Issuers or any Guarantor is an open-end investment
      company, unit investment trust or face-amount certificate company that is
      required to be registered under Section 8 of the United States Investment
      Company Act of 1940 (the "INVESTMENT COMPANY ACT"); and none of CDRJ, the
      Parent, the Issuers or any Guarantor is and, after giving effect to the
      offering and sale of the Offered Securities and the application of the
      proceeds thereof as described in the Offering Circular, will be an
      "investment company" as defined in the Investment Company Act.

            (u) No securities of the Issuers of the same class (within the
      meaning of Rule 144A(d)(3) under the Securities Act) as the Offered
      Securities are listed on any national securities exchange registered under
      Section 6 of the Exchange Act or quoted in a U.S. automated interdealer
      quotation system.

            (v) Assuming the accuracy of the representations, warranties and
      agreements of the initial Purchasers contained in Section 4 hereof, the
      offer and sale of the Offered Securities by the Issuers and the offer of
      the Guarantees by the Guarantors to the several Purchasers in the manner
      contemplated by this Agreement will be exempt from the registration
      requirements of the Securities Act by reason of Section 4(2) thereof and
      Regulation S thereunder ("REGULATION S") and it is not necessary to
      qualify the Indenture in respect of the Offered Securities under the
      United States Trust Indenture Act.

            (w) Neither the Company, nor any of its affiliates, nor any person
      acting on its or their behalf (other than the Purchasers, as to whom the
      Company makes no representation) (i) has, within the six-month period
      prior to the date hereof, offered or sold in the United States or to any
      U.S. person (as such terms are defined in Regulation S) the Offered
      Securities or any security of the same class or series as the Offered
      Securities or (ii) has offered or will offer or sell the Offered
      Securities (A) in the United States by means of any form of general
      solicitation or general advertising within the meaning of Rule 502(c)
      under the Securities Act or (B) with respect to any such securities sold
      in reliance on Rule 903 of Regulation S, by means of any directed selling
      efforts within the meaning of Rule 902(c) of Regulation S. The Issuers,
      their affiliates and any person acting on their behalf (other than the
      Purchasers, as to whom the Company makes no representation) have complied
      and will comply with the offering restrictions requirement of Regulation
      S. CDRJ, the Parent and the Issuers have not entered and will not enter
      into any contractual arrangement with respect to the distribution of the
      Offered Securities except for this Agreement prior to its termination.

            (x) After giving effect to the transactions contemplated by the
      Offering Circular, including the Reorganization, Jafra Mexico will have
      acquired, or


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      obtained the right to use, substantially all the fixed assets of
      Distribuidora Venus S.A. de C.V. used to conduct the Mexican distribution
      business, and from and after such time Jafra Mexico shall conduct such
      Mexican distribution business substantially as such business was conducted
      prior to such time.

            (y) The statistical and market-related data included in the Offering
      Circular are based on or derived from sources that the Company reasonably
      believes to be reliable and accurate; and the Guarantors do not believe
      such sources to be unreliable or inaccurate.

            (z) There is no "substantial U.S. market interest" as defined in
      Rule 902(j) of Regulation S in the Company's debt securities.

            (aa) The Company (i) makes and keeps materially accurate books and
      records and (ii) maintains internal accounting controls that provide
      reasonable assurance that (A) transactions are executed in accordance with
      management's authorization, (B) transactions are recorded as necessary to
      permit preparation of its financial statements and to maintain
      accountability for its assets, (C) access to its assets is permitted only
      in accordance with management's authorization and (D) the reported
      accountability for its assets is compared with existing assets at
      reasonable intervals.

            (bb) The Indenture will on the Closing Date conform in all material
      respects to the requirements of the Trust Indenture Act and the rules and
      regulations of the Commission applicable to an indenture which is
      qualified thereunder.

            (cc) No Issuer, or any Guarantor is in violation of its respective
      charter, by-laws or other organizational documents or in default in any
      material respect in the performance of any obligation, agreement, covenant
      or condition contained in any indenture, loan agreement, mortgage, lease
      or other agreement or instrument, to which any Issuer is a party or by
      which any Issuer or their respective property is bound, except, in each
      case, as would not reasonably be expected to have, individually or in the
      aggregate, a Material Adverse Effect.

            (dd) Neither CDRJ nor Parent nor any of their respective
      subsidiaries nor any agent thereof acting on their behalf has taken, and
      none of them will take, any action that would cause this Agreement or the
      issuance or sale of the Offered Securities to violate Regulation T,
      Regulation U or Regulation X of the Board of Governors of the Federal
      Reserve System.

            (ee) No "nationally recognized statistical rating organization" as
      such term is defined for purposes of Rule 436(g)(2) under the Securities
      Act (i) has imposed (or has informed CDRJ, JCISA or any Issuer that it is
      considering imposing) any condition (financial or otherwise) on CDRJ,
      JCISA or an Issuer retaining any


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      rating assigned to any debt securities of such Person or (ii) has
      indicated to CDRJ, JCISA or any Issuer that it is considering (a) the
      downgrading, suspension, or withdrawal of, or any review for a possible
      change that does not indicate the direction of the possible change in, any
      rating so assigned or (b) any change in the outlook for any rating on the
      debt securities of such Person.

            (ff) Each of the Issuers and the Guarantors has filed all necessary
      federal, state and foreign income and franchise tax returns, except where
      the failure to so file such returns would not reasonably be expected to
      have, individually or in the aggregate, a Material Adverse Effect, and has
      paid all taxes shown as due thereon, and other than tax deficiencies which
      the Issuers and the Guarantors are contesting in good faith and for which
      adequate reserves have been provided in accordance with generally accepted
      accounting principles, there is no tax deficiency that has been asserted
      against the Issuers, the Guarantors or any of their subsidiaries that
      would reasonably be expected to have, individually or in the aggregate, a
      Material Adverse Effect.

            (gg) On the Closing Date, after giving effect to the offering and
      sale of the Offered Securities and the application of the proceeds thereof
      as described in the Offering Circular, (i) the fair value and present fair
      saleable value of the assets of the Parent and its subsidiaries on a going
      concern basis will exceed the sum of its stated liabilities and identified
      contingent liabilities; and (ii) each of the Parent and its subsidiaries
      will not be (a) left with unreasonably small capital with which to carry
      on its business as it is proposed to be conducted, (b) unable to pay its
      debts (contingent or otherwise) as they mature or (c) otherwise insolvent.
      In computing the amount of such contingent liabilities at any time, it is
      intended that such liabilities will be computed at the amount that, in the
      light of all the facts and circumstances existing at such time, represent
      the amount that can reasonably be expected to become an actual or matured
      liability.

            (hh) The Reorganization shall be consummated on the Closing Date as
      described in the Offering Circular in all material respects.

      3. Purchase, Sale and Delivery of Offered Securities. On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Issuers agree to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Issuers, at a purchase price of 97.0% of the aggregate principal amount
thereof plus accrued interest from May 20, 2003 to the Closing Date the
respective principal amounts set forth opposite the names of the several
Purchasers in Schedule A hereto.

      The Purchasers acknowledge that Jafra US will be severally obligated with
respect to the payment of $80.0 million of principal of the Offered Securities,
together with interest thereon (the "JAFRA US PORTION"), and that Jafra Mexico
will be severally obligated with respect to the payment of $120.0 million of
principal of the Offered


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Securities, together with interest thereon (the "JAFRA MEXICO PORTION"). The
Purchasers agree to purchase the Offered Securities from the Issuers on a
several basis as between the Issuers, in the relative proportions of the Jafra
US Portion and the Jafra Mexico Portion, respectively, and agree that the net
proceeds of the sale of the Offered Securities and the net purchase price will
be paid to each of the Issuers in that ratio.

      The Issuers will deliver against payment of the purchase price the Offered
Securities to be offered and sold by the Purchasers in reliance on Regulation S
(the "REGULATION S SECURITIES" ) in the form of one or more permanent global
securities in registered form without interest coupons (the "REGULATION S GLOBAL
SECURITIES") which will be deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") for the respective accounts of the DTC
participants for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("EUROCLEAR"), and Clearstream Banking, societe
anonyme ("CLEARSTREAM, LUXEMBOURG") and registered in the name of Cede & Co., as
nominee for DTC. The Issuers will deliver against payment of the purchase price
the Offered Securities to be purchased by each Purchaser hereunder and to be
offered and sold by each Purchaser in reliance on Rule 144A under the Securities
Act (the "144A SECURITIES") in the form of one or more permanent global
securities in definitive form without interest coupons (the "RESTRICTED GLOBAL
SECURITIES") deposited with the Trustee as custodian for DTC and registered in
the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities
and the Restricted Global Securities shall be assigned separate CUSIP numbers.
The Restricted Global Securities shall include the legend regarding restrictions
on transfer set forth under "Transfer Restrictions" in the Offering Circular.
Until the termination of the distribution compliance period (as defined in
Regulation S) with respect to the offering of the Offered Securities, interests
in the Regulation S Global Securities may only be held by the DTC participants
for Euroclear and Clearstream, Luxembourg. Interests in any permanent global
Securities will be held only in book-entry form through Euroclear, Clearstream,
Luxembourg or DTC, as the case may be, except in the limited circumstances
described in the Offering Circular.

      Payment for the Regulation S Securities and the 144A Securities shall be
made by the Purchasers in Federal (same day) funds by wire transfer to an
account at a bank acceptable to CSFB drawn to the order of the Issuers at the
office of Debevoise & Plimpton at 10:00 A.M. (New York time), on May 20, 2003,
or at such other time not later than seven full business days thereafter as CSFB
and the Issuers determine, such time being herein referred to as the "CLOSING
DATE", against delivery to the Trustee as custodian for DTC of (i) the
Regulation S Global Securities representing all of the Regulation S Securities
for the respective accounts of the DTC participants for Euroclear and
Clearstream, Luxembourg and (ii) the Restricted Global Securities representing
all of the 144A Securities. The Regulation S Global Securities and the
Restricted Global Securities will be made available for checking at the above
office of Debevoise & Plimpton at least 24 hours prior to the Closing Date.


                                       11
<PAGE>
      4. Representations by Purchasers; Resale by Purchasers.

            (a) Each Purchaser severally represents and warrants to the Issuers
      that it is an "accredited investor" within the meaning of Regulation D
      under the Securities Act.

            (b) Each Purchaser severally acknowledges that the Offered
      Securities have not been registered under the Securities Act and may not
      be offered or sold within the United States or to, or for the account or
      benefit of, U.S. persons except in accordance with Regulation S or
      pursuant to an exemption from the registration requirements of the
      Securities Act. Each Purchaser severally represents and agrees that it has
      offered and sold the Offered Securities, and will offer and sell the
      Offered Securities, (i) as part of its distribution at any time and (ii)
      otherwise until 40 days after the later of the commencement of the
      offering and the Closing Date, only in accordance with Rule 903 or Rule
      144A under the Securities Act ("RULE 144A"). Accordingly, neither such
      Purchaser nor its affiliates, nor any persons acting on its or their
      behalf, has engaged or will engage in any directed selling efforts with
      respect to the Offered Securities, and such Purchaser, its affiliates and
      all persons acting on its or their behalf have complied and will comply
      with the offering restrictions requirement of Regulation S. Each Purchaser
      severally agrees that, at or prior to confirmation of sale of the Offered
      Securities, other than a sale pursuant to Rule 144A, such Purchaser will
      have sent to each distributor, dealer or person receiving a selling
      concession, fee or other remuneration that purchases the Offered
      Securities from it during the restricted period a confirmation or notice
      to substantially the following effect:

            "The Securities covered hereby have not been registered under the
            U.S. Securities Act of 1933 (the "SECURITIES ACT") and may not be
            offered or sold within the United States or to, or for the account
            or benefit of, U.S. persons (i) as part of their distribution at any
            time or (ii) otherwise until 40 days after the later of the date of
            the commencement of the offering and the closing date, except in
            either case in accordance with Regulation S (or Rule 144A if
            available) under the Securities Act. Terms used above have the
            meanings given to them by Regulation S."

      Terms used in this subsection (b) have the meanings given to them by
      Regulation S.

            (c) Each Purchaser severally agrees that it and each of its
      affiliates have not entered and will not enter into any contractual
      arrangement with respect to the distribution of the Offered Securities
      except for any such arrangements with the other Purchasers or affiliates
      of the other Purchasers or with the prior written consent of the Issuers.


                                       12
<PAGE>
            (d) Each Purchaser severally agrees that it and each of its
      affiliates will not offer or sell the Offered Securities in the United
      States by means of any form of general solicitation or general advertising
      within the meaning of Rule 502(c) under the Securities Act, including but
      not limited to (i) any advertisement, article, notice or other
      communication published in any newspaper, magazine or similar media or
      broadcast over television or radio, or (ii) any seminar or meeting whose
      attendees have been invited by any general solicitation or general
      advertising. Each Purchaser severally agrees, with respect to resales made
      in reliance on Rule 144A of any of the Offered Securities, to deliver
      either with the confirmation of such resale or otherwise prior to
      settlement of such resale a notice to the effect that the resale of such
      Offered Securities has been made in reliance upon the exemption from the
      registration requirements of the Securities Act provided by Rule 144A.

            (e) Prior to or simultaneously with any confirmation of sale to any
      purchaser in the initial resale, each Purchaser will deliver to each such
      purchaser of the Offered Securities in connection with its original
      distribution of the Offered Securities, a copy of the Offering Circular as
      amended and supplemented at the date of such delivery.

            (f) Each of the Purchasers severally represents and agrees that (i)
      it has not offered or sold and prior to the date six months after the date
      of issue of the Offered Securities will not offer or sell any Offered
      Securities to persons in the United Kingdom except to persons whose
      ordinary activities involve them in acquiring, holding, managing or
      disposing of investments (as principal or agent) for the purposes of their
      businesses or otherwise in circumstances which have not resulted and will
      not result in an offer to the public in the United Kingdom within the
      meaning of the Public Offers of Securities Regulations 1995 (as amended);
      (ii) it has only communicated or caused to be communicated and will only
      communicate or cause to be communicated any invitation or inducement to
      engage in investment activity (within the meaning of Section 21 of the
      Financial Services and Markets Act 2000 (the "FSMA")) received by it in
      connection with the issue or sale of any Offered Securities in
      circumstances in which Section 21(1) of the FSMA does not apply; and (iii)
      it has complied and will comply with all applicable provisions of the FSMA
      with respect to anything done by it in relation to the Offered Securities
      in, from or otherwise involving the United Kingdom.

            (g) Each of the Purchasers severally represents and agrees that it
      has not publicly offered or sold and will not publicly offer or sell the
      Offered Securities in Mexico.


                                       13

<PAGE>
      5. Certain Agreements of the Issuers and the Guarantors. Each Issuer and
Guarantor, jointly and severally, agrees with the several Purchasers that:

            (a) The Issuers will advise CSFB promptly of any proposal to amend
      or supplement the Offering Circular and will not effect such amendment or
      supplementation without CSFB's consent (which consent will not be
      unreasonably withheld). If, at any time prior to the completion of the
      resale of the Offered Securities by the Purchasers, any event occurs as a
      result of which the Offering Circular as then amended or supplemented
      would include an untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading, or
      if it is necessary at any such time to amend or supplement the Offering
      Circular to comply with any applicable law, the Issuers promptly will
      notify CSFB of such event and promptly will prepare, at their own expense,
      an amendment or supplement which will correct such statement or omission
      or effect such compliance. Neither CSFB's consent to, nor the Purchasers'
      delivery to offerees or investors of, any such amendment or supplement
      shall constitute a waiver of any of the conditions set forth in Section 6.

            (b) The Issuers will furnish to CSFB copies of the Preliminary
      Offering Circular, Offering Circular and all amendments and supplements to
      such documents, in each case as soon as available and in such quantities
      as CSFB reasonably requests. At any time when the Offered Securities are
      outstanding and are "restricted securities" within the meaning of Rule
      144(a)(3) under the Securities Act and the Issuers or any Guarantor is not
      subject to Section 13 or 15(d) of the Exchange Act and is not exempt from
      reporting pursuant to Rule 12g3-2(b) under the Exchange Act, the Issuers
      or the Guarantors, as applicable, will promptly furnish or cause to be
      furnished to CSFB (and, upon request, to each of the other Purchasers)
      and, upon request of holders and prospective purchasers of the Offered
      Securities, to such holders and purchasers, copies of the information
      required to be delivered to holders and prospective purchasers of the
      Offered Securities pursuant to Rule 144A(d)(4) under the Securities Act
      (or any successor provision thereto) in order to permit compliance with
      Rule 144A in connection with resales by such holders of the Offered
      Securities. The Issuers will pay the expenses of printing and distributing
      to the Purchasers all such documents.

            (c) The Issuers will arrange for the qualification of the Offered
      Securities for sale and the determination of their eligibility for
      investment under the laws of such jurisdictions in the United States and
      Canada as CSFB reasonably designates and will continue such qualifications
      in effect so long as reasonably required for the initial resale of the
      Offered Securities by the Purchasers; provided that the Issuers and the
      Guarantors will not be required to qualify as a foreign corporation


                                       14
<PAGE>
      or to file a general consent to service of process in any such state or
      other jurisdiction or to subject themselves to taxation in respect of
      doing business in any state or other jurisdiction in which they are not
      otherwise so subject.

            (d) During the period prior to the effectiveness of the Exchange
      Offer Registration Statement or a Shelf Registration Statement, as the
      case may be, the Parent will provide or cause to be provided to CSFB and,
      upon request, to each of the other Purchasers, information substantially
      equivalent to the information that would be contained in the reports that
      would be filed by Parent with the Commission as provided in the Indenture
      if Parent were then subject to the reporting requirements of Section 13(a)
      or 15(d) of the Exchange Act, in each case within 15 days after the
      respective date on which such report would have been required to be so
      filed.

            (e) During the period of two years after the Closing Date, the
      Issuers and the Guarantors will, upon request, make available to CSFB and
      each of the other Purchasers and any holder of Offered Securities a copy
      of the restrictions on transfer applicable to the Offered Securities.

            (f) During the period of two years after the Closing Date, the
      Issuers will not, and will not permit any of their affiliates (as defined
      in Rule 144 under the Securities Act) to, resell any of the Offered
      Securities that have been reacquired by any of them, except for Offered
      Securities purchased by the Issuers or any of their affiliates and resold
      in a transaction registered under the Securities Act.

            (g) During the period of two years after the Closing Date, neither
      the Issuers nor any Guarantor will be or become, an open-end investment
      company, unit investment trust or face-amount certificate company that is
      or is required to be registered under Section 8 of the Investment Company
      Act.

            (h) The Issuers will pay all reasonable expenses (together with VAT
      where applicable) incidental to the performance of their and the
      Guarantors' obligations under this Agreement, the Registration Rights
      Agreement and the Indenture, including (i) the fees and expenses of the
      Trustee and its professional advisers; (ii) all expenses in connection
      with the execution, issue, authentication, packaging and initial delivery
      of the Offered Securities and, as applicable, the Exchange Securities (as
      defined in the Registration Rights Agreement), the preparation and
      printing of this Agreement, the Registration Rights Agreement, the Offered
      Securities, the Exchange Securities, the Indenture, the Preliminary
      Offering Circular and the Offering Circular and all amendments and
      supplements thereto, and any other document relating to the issuance,
      offer, sale and delivery of the Offered Securities or the Exchange
      Securities; (iii) the cost of qualifying the Offered Securities for
      trading in The Portal Market (PORTAL) and any expenses incidental thereto;
      (iv) the cost of any advertising approved by Issuers in connection with
      the issue of the Offered Securities; (v) any expenses (including



                                       15
<PAGE>
      reasonable fees and disbursements of counsel) incurred in connection with
      qualification of the Offered Securities or the Exchange Securities, for
      sale under the laws of such jurisdictions in the United States and Canada
      as CSFB reasonably designates and the printing of memoranda relating
      thereto; (vi) any fees charged by investment rating agencies for the
      rating of the Offered Securities or the Exchange Securities, and (vii)
      expenses incurred in distributing preliminary offering circulars and the
      Offering Circular (including any amendments and supplements thereto) to
      the Purchasers; provided, however, that except as provided in the next
      sentence of this Section 5(h) and Section 9, the Purchasers shall pay
      their own costs and expenses, including the costs and expenses of their
      counsel, any taxes on the Offered Securities which they may sell and the
      expenses of advertising and offering of the Offered Securities made by the
      Purchasers. The Issuers will also pay or reimburse the Purchasers (to the
      extent incurred by them prior to the Closing Date) for all reasonable
      travel expenses of the Purchasers and the Issuers' officers and employees
      and any other reasonable expenses of the Purchasers and the Issuers in
      connection with attending or hosting meetings with prospective purchasers
      of the Offered Securities from the Purchasers.

            (i) In connection with the initial offering, until the earlier of
      (i) such time as CSFB shall have notified the Issuers and the other
      Purchasers of the completion by the Purchasers of the initial resale of
      the Offered Securities and (ii) 180 days after the Closing Date, none of
      the Issuers, the Guarantors and their affiliates has or will, either alone
      or with one or more other persons, bid for or purchase, for any account in
      which it or any of its affiliates has a beneficial interest, any Offered
      Securities or attempt to induce any person to purchase any Offered
      Securities; and none of the Issuers, the Guarantors and their affiliates
      will make bids or purchases, in any such case for the purpose of creating
      actual, or apparent, active trading in, or of raising the price of, the
      Offered Securities. CSFB agrees to give such notice promptly upon such
      completion of the initial resale.

            (j) For a period of 180 days after the Closing Date (if the sale of
      the Offered Securities by the Issuers to the Purchasers shall have
      occurred), none of the Issuers or any Guarantor will offer, sell, contract
      to sell, pledge or otherwise dispose of, directly or indirectly, or file
      with the SEC a registration statement under this Securities Act relating
      to, any United States dollar-denominated debt securities issued or
      guaranteed by the Issuers or the Guarantors and having a maturity of more
      than one year from the date of issue, or publicly disclose the intention
      to make such an offer, sale, pledge disposition or filing, except (i)
      promissory notes or other debt securities issued or guaranteed in
      immaterial amounts in the ordinary course of business or (ii) issuances of
      Exchange Securities pursuant to the Registration Rights Agreement. The
      Issuers and the Guarantors will not offer, sell, contract to sell, pledge
      or otherwise dispose of, directly or indirectly, any securities under
      circumstances where such offer, sale, pledge, contract or disposition
      would cause the exemption afforded by Section


                                       16
<PAGE>
      4(2) of the Securities Act or the safe harbor of Regulation S thereunder
      to cease to be applicable to the offer and sale of the Offered Securities.

            (k) The Issuers, CDRJ (until such time as the Reorganization is
      consummated as described in the Offering Circular) and Parent will
      indemnify and hold harmless the Purchasers against any non-U.S.
      documentary, stamp or similar issuance tax, including any interest and
      penalties, on the creation, issuance and sale of the Offered Securities by
      the Issuers to the Purchasers and on the execution and delivery of this
      Agreement. All payments to be made by the Issuers and the Guarantors
      hereunder shall be made without withholding or deduction for or on account
      of any present or future non-U.S. taxes, duties or governmental charges
      whatsoever unless either Issuer or a Guarantor, as appropriate, is
      compelled by law to deduct or withhold such taxes, duties or charges. In
      that event, the Issuers and Parent shall pay such additional amounts as
      may be necessary in order that the net amounts received after such
      withholding or deduction shall equal the amounts that would have been
      received if no withholding or deduction had been made, except to the
      extent such taxes arise because of some connection between any Purchaser
      and the foreign jurisdiction imposing such tax, other than the purchase of
      the Offered Securities.

            (l) The Issuers and the Guarantors will use their reasonable best
      efforts to have the Offered Securities admitted to trading in the Private
      Offering, Resale and Trading through Automated Linkages (PORTAL) Market of
      the Nasdaq Stock Market, Inc.

            (m) The Company will use the net proceeds from the sale of the
      Offered Securities as set forth under "Use of Proceeds" in the Offering
      Circular in all material respects.

      6. Conditions of the Obligations of the Purchasers. The obligations of the
several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of officers of each Issuer and
Guarantor made pursuant to the provisions hereof, to the performance by each
Issuer and Guarantor of its obligations hereunder, and to the following
additional conditions precedent:

            (a) (i) The Purchasers shall have received a letter, dated the date
      of this Agreement, of Ernst & Young confirming that they are independent
      public accountants within the meaning of the Securities Act and the
      applicable published rules and regulations thereunder ("RULES AND
      REGULATIONS") and substantially in the form of Exhibit D hereto, or
      otherwise in form and substance reasonably satisfactory to the Purchasers.

            (ii) (A) The Purchasers shall have received from Deloitte & Touche a
      letter dated the date of this Agreement confirming that they are
      independent



                                       17
<PAGE>
      public accountants within the meaning of the Securities Act and the Rules
      and Regulations and substantially in the form of Exhibit E hereto, or
      otherwise in form and substance reasonably satisfactory to the Purchasers
      and (B) either (x) the Purchasers shall have received from Deloitte &
      Touche a letter dated on or prior to the date of first delivery by the
      Purchasers of the final Offering Circular, confirming that they are
      independent public accountants and providing comfort on all data, to the
      extent comparable to the data covered in the letter delivered pursuant to
      clause (ii)(A) of this paragraph, included in such final Offering Circular
      to at least the same extent that comfort on such data was provided in the
      letter delivered pursuant to clause (ii)(A) of this paragraph or (y)(1)
      the Purchasers shall have received a certificate of the Chief Financial
      Officer of the Company dated on or prior to such date of first delivery,
      certifying that he has no reason to believe that any such data are
      inaccurate as set forth in the final Offering Circular and (2) no data
      within the scope of the letter delivered pursuant to clause (ii)(A) of
      this paragraph is in fact modified in the final Offering Circular. The
      Purchasers may in their sole discretion waive the condition set forth in
      clause (ii)(B)(y) with respect to any particular modification of such
      data, but no such waiver shall constitute a waiver of such condition with
      respect to any other modification.

            (iii) The Purchasers shall have received a certificate of the chief
      financial officer of the Issuers certifying to the accuracy of certain
      financial information contained in the Offering Circular in the form of
      Exhibit F hereto, or otherwise in form and substance reasonably
      satisfactory to the Purchasers.

            (b) Subsequent to the execution and delivery of this Agreement,
      there shall not have occurred (i) any change, or any development or event
      that would reasonably be expected to result in a change, in the condition
      (financial or other), business, properties or results of operations of any
      Issuer or Guarantor which, in the reasonable judgment of a majority in
      interest of the Purchasers, including CSFB, is material and adverse and
      makes it impractical to proceed with the completion of the offering
      contemplated herein or the sale of and payment for the Offered Securities;
      (ii) any downgrading in the rating of any debt securities of the Issuers
      or JCISA by any "nationally recognized statistical rating organization"
      (as defined for purposes of Rule 436(g) under the Securities Act), or any
      public announcement that any such organization has under surveillance or
      review its rating of such debt securities (other than an announcement with
      positive implications of a possible upgrading, and no implication of a
      possible downgrading of such rating) or any announcement that the Company
      has been placed on negative outlook; (iii) any material adverse change in
      U.S. or international financial, political or economic conditions or
      currency exchange rates or exchange rates or exchange controls as would,
      in the reasonable judgment of a majority in interest of the Purchasers,
      including CSFB, be likely to prejudice materially the success of the
      proposed issue, sale or distribution of the Offered


                                       18
<PAGE>
      Securities, whether in the primary market or in respect of dealings in the
      secondary market; (iv) any material suspension or material limitation of
      trading in securities generally on the New York Stock Exchange, or any
      setting of minimum prices for trading on such exchange or in the
      over-the-counter market, or any suspension of trading of any securities of
      any Issuer or any Guarantor on any exchange or in the over-the-counter
      market; (v) any banking moratorium declared by U.S. Federal, New York or
      Mexican authorities; (vi) any major disruption of settlements of
      securities or clearance services in the United States or (vii) any
      material attack on, outbreak or escalation of hostilities or act of
      terrorism involving the United States or Mexico, any declaration of war by
      Congress or any other national or international calamity or emergency if,
      in the reasonable judgment of a majority in interest of the Purchasers,
      including CSFB, the effect of any such attack, outbreak, escalation, act,
      declaration, calamity or emergency makes it impractical to proceed with
      completion of the offering or sale of and payment for the Offered
      Securities.

            (c) The Purchasers shall have received an opinion, dated the Closing
      Date, of Debevoise & Plimpton, the special New York counsel for the
      Issuers and Parent, substantially in the form of Exhibit A hereto, or
      otherwise in form and substance reasonably satisfactory to the Purchasers.
      In rendering such opinion, Debevoise & Plimpton may, as to matters
      governed by Mexican law and the laws of Luxembourg, rely upon or assume
      the accuracy of the opinions of Ritch, Heather y Mueller, S.C. and Bonn &
      Schmitt, respectively.

            (d) The Purchasers shall have received an opinion, dated the Closing
      Date, of Ritch, Heather y Mueller, S.C., special counsel for JCISA and its
      subsidiaries, substantially in the form of Exhibit B hereto, or otherwise
      in form and substance reasonably satisfactory to the Purchasers.

            (e) The Purchasers shall have received an opinion, dated the Closing
      Date, of Bonn & Schmitt, special Luxembourg counsel for CDRJ and Parent,
      substantially in the form of Exhibit C hereto, or otherwise in form and
      substance reasonably satisfactory to the Purchasers.

            (f) The Purchasers shall have received from Cravath, Swaine & Moore,
      counsel for the Purchasers, such opinion or opinions, dated the Closing
      Date, with respect to the incorporation of Jafra US, the validity of the
      Offered Securities and the Offering Circular, the exemption from
      registration for the offer and sale of the Offered Securities by the
      Issuers to the several Purchasers and the resales by the several
      Purchasers as contemplated hereby and other related matters as CSFB may
      reasonably require, and each Issuer, CDRJ and the Parent shall have
      furnished to such counsel such documents as they may reasonably request
      for the purpose of enabling them to pass upon such matters. In rendering
      such opinion, Cravath, Swaine & Moore may rely as to all matters governed
      by Mexican law


                                       19
<PAGE>
      and the laws of Luxembourg upon the opinions of Ritch, Heather y Mueller,
      S.C. and Bonn & Schmitt, respectively.

            (g) The Purchasers shall have received from the Issuers and Parent
      certificates dated the Closing Date of the President or any Vice President
      and a principal financial or accounting officer of each Issuer in which
      such officers shall state that, to the best of their knowledge after
      reasonable investigation, as of the Closing Date, the representations and
      warranties of the such Issuer, CDRJ or the Parent, as appropriate, in this
      Agreement are true and correct (in the case of any such representation or
      warranty to the extent subject to a materiality qualification) or true and
      correct in all material respects (in the case of any such representation
      or warranty to the extent not subject to a materiality qualification),
      that such Issuer or Parent, as appropriate, has in all material respects
      complied with all agreements and satisfied all conditions on its part to
      be performed or satisfied hereunder at or prior to the Closing Date, and
      that, subsequent to the date of the most recent financial statements
      contained in the Offering Circular, there has been no material adverse
      change, nor any development or event that, in his reasonable judgment,
      would reasonably be expected to result in material adverse change, in the
      condition (financial or other), business, properties or results of
      operations of the Company taken as a whole, except as set forth in or
      contemplated by the Offering Circular or as described in such certificate.

            (h) The Purchasers shall have received (i) from Ernst & Young a
      letter dated the Closing Date bringing down to three days before the
      Closing Date the information set forth in its letter referred to in
      Section 6(a)(i) and (ii) either (A) in the event a letter is delivered in
      accordance with Section 6(a)(ii)(B)(x), a letter from Deloitte & Touche
      dated the Closing Date bringing down to three days before the Closing Date
      the information set forth in its letter referred to in Section
      6(a)(ii)(B)(x) or (B) in the event no such letter is delivered, a letter
      from Deloitte & Touche dated the Closing Date bringing down to three days
      before the Closing Date the information set forth in its letter referred
      to in Section 6(a)(ii)(A).

            (i) The Reorganization and related financings and transactions
      (including the closing of the senior secured credit facilities (the
      "SENIOR SECURED CREDIT FACILITIES") on or prior to the Closing Date) shall
      have been consummated substantially as described in the Offering Circular.

            (j) The Offered Securities shall have been designated for trading on
      PORTAL.

            (k) Each of the Issuers, the Guarantors and the Trustee shall have
      executed and delivered the Indenture in form and substance reasonably
      satisfactory to the Purchasers and the Indenture shall be in full force
      and effect.



                                       20
<PAGE>
            (l) Each of the Issuers and the Guarantors shall have executed and
      delivered the Registration Rights Agreement in form and substance
      reasonably satisfactory to the Purchasers and the Registration Rights
      Agreement shall be in full force and effect.

            (m) Each Issuer and Parent will furnish the several Purchasers with
      such conformed copies of such opinions, certificates, letters and
      documents as the Purchasers reasonably request. CSFB may in its reasonable
      discretion waive on behalf of the several Purchasers compliance with any
      conditions to the obligations of the Purchasers hereunder, whether in
      respect of the Closing Date or otherwise.

      7. Indemnification and Contribution.

            (a) Each Issuer and Guarantor, jointly and severally, will indemnify
      and hold harmless each Purchaser, its partners, directors and officers and
      each person, if any, who controls such Purchaser within the meaning of
      Section 15 of the Securities Act, against any losses, claims, damages or
      liabilities, joint or several, to which such Purchaser may become subject,
      under the Securities Act or the Exchange Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of any untrue statement or alleged untrue statement of any
      material fact contained in the Offering Circular, or any amendment or
      supplement thereto, or any related preliminary offering circular, or arise
      out of or are based upon the omission or alleged omission to state therein
      a material fact required to be stated therein or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they were made, not misleading, including any losses, claims damages or
      liabilities arising out of or based upon the Issuers' failure to perform
      their obligations under Section 5(a) of this Agreement, and will reimburse
      each Purchaser for any legal or other expenses reasonably incurred by such
      Purchaser in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that none of the
      Issuers or any Guarantor will be liable in any such case to the extent
      that any such loss, claim, damage or liability arises out of or is based
      upon an untrue statement or alleged untrue statement in or omission or
      alleged omission from any of such documents in reliance upon and in
      conformity with written information furnished to the Issuers or Parent by
      any Purchaser through CSFB specifically for use therein, it being
      understood and agreed that the only such information consists of the
      information described as such in subsection (b) below; and provided
      further, that the foregoing indemnity with respect to the preliminary
      offering circular shall not inure to the benefit of any Purchaser from
      whom the person asserting any such losses, claims, damages or liabilities
      purchased Offered Securities, to the extent that any such losses, claims,
      damages or liabilities of such Purchaser result solely from the fact that
      such Purchaser sold Offered Securities to a person in an initial resale to
      whom there was not sent or given at or prior to the written confirmation
      of the sale of such Offered Securities, a copy of the final


                                       21
<PAGE>
      offering circular (as amended and supplemented), if the Issuers had
      previously furnished such amendments or supplements to such Purchaser
      prior to confirmation of the sale of such Offered Securities to such
      person by such Purchaser and the losses, claims, damages or liabilities of
      such Purchaser result from an untrue statement or omission of a material
      fact contained in the preliminary offering circular, which was corrected
      in the final offering circular.

            (b) Each Purchaser will severally and not jointly indemnify and hold
      harmless the Issuers and the Guarantors, as appropriate, and their
      partners, directors and officers and each person, if any, who controls
      such Person within the meaning of Section 15 of the Securities Act,
      against any losses, claims, damages or liabilities to which any of the
      Issuers and the Guarantors may become subject, under the Securities Act or
      the Exchange Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of any material fact
      contained in the Offering Circular, or any amendment or supplement
      thereto, or any related preliminary offering circular, or arise out of or
      are based upon the omission or the alleged omission to state therein a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading, in
      each case to the extent, but only to the extent, that such untrue
      statement or alleged untrue statement or omission or alleged omission was
      made in reliance upon and in conformity with written information furnished
      to the Issuers or the Guarantors by such Purchaser or through CSFB
      specifically for use therein, and will reimburse any legal or other
      expenses reasonably incurred by the Issuers or the Guarantors in
      connection with investigating or defending any such loss, claim, damage,
      liability or action as such expenses are incurred, it being understood and
      agreed that the only such information furnished by any Purchaser consists
      of the following information in the Offering Circular furnished on behalf
      of each Purchaser: paragraph six, the third and fourth sentences of
      paragraph nine and paragraphs eleven and twelve under the caption "Plan of
      Distribution"; provided, however, that the Purchasers shall not be liable
      for any losses, claims, damages or liabilities arising out of or based
      upon any Issuer's failure to perform its obligations under Section 5(a) of
      this Agreement.

            (c) Promptly after receipt by an indemnified party under this
      Section of notice of the commencement of any action, such indemnified
      party will, if a claim in respect thereof is to be made against the
      indemnifying party under subsection (a) or (b) above, notify the
      indemnifying party of the commencement thereof; but the omission so to
      notify the indemnifying party will not relieve it from any liability (i)
      under subsection (a) or (b) above except to the extent that it has been
      materially prejudiced (through the forfeiture of substantive rights or
      defenses) by such failure or (ii) which it may have to any indemnified
      party otherwise than under subsection (a) or (b) above. In case any such
      action is


                                       22
<PAGE>
      brought against any indemnified party and it notifies the indemnifying
      party of the commencement thereof, the indemnifying party will be entitled
      to participate therein and, to the extent that it may wish, jointly with
      any other indemnifying party similarly notified, to assume the defense
      thereof, with counsel reasonably satisfactory to such indemnified party
      (if such counsel is counsel to the indemnifying party and the
      representation of the indemnified party would present such counsel with a
      conflict of interest, the indemnified party will have the right to employ
      separate counsel, and the indemnifying party will bear the reasonable
      fees, costs and expenses of only one such separate counsel for all
      indemnified parties), and after notice from the indemnifying party to such
      indemnified party of its election so to assume the defense thereof, the
      indemnifying party will not be liable to such indemnified party under this
      Section for any legal or other expenses subsequently incurred by such
      indemnified party in connection with the defense thereof other than
      reasonable costs of investigation. No indemnifying party shall, without
      the prior written consent of the indemnified party, effect any settlement
      of any pending or threatened action in respect of which any indemnified
      party is or could have been a party and indemnity could have been sought
      hereunder by such indemnified party unless such settlement includes (i) an
      unconditional release of such indemnified party from all liability on any
      claims that are the subject matter of such action and (ii) does not
      include a statement as to or an admission of fault or failure to act by or
      on behalf of any indemnified party.

            (d) If the indemnification provided for in this Section is
      unavailable or insufficient to hold harmless an indemnified party under
      subsection (a) or (b) above, then each indemnifying party shall contribute
      to the amount paid or payable by such indemnified party as a result of the
      losses, claims, damages or liabilities referred to in subsection (a) or
      (b) above (i) in such proportion as is appropriate to reflect the relative
      benefits received by the Issuers and the Guarantors on the one hand and
      the Purchasers on the other from the offering of the Offered Securities or
      (ii) if the allocation provided by clause (i) above is not permitted by
      applicable law, in such proportion as is appropriate to reflect not only
      the relative benefits referred to in clause (i) above but also the
      relative fault of the Issuers and the Guarantors on the one hand and the
      Purchasers on the other in connection with the statements or omissions
      which resulted in such losses, claims, damages or liabilities as well as
      any other relevant equitable considerations. The relative benefits
      received by the Issuers and the Guarantors on the one hand and the
      Purchasers on the other shall be deemed to be in the same proportion as
      the total net proceeds from the offering (before deducting expenses)
      received by the Issuers and the Guarantors bear to the total discounts and
      commissions received by the Purchasers from the Issuers and the Guarantors
      in the offering. The relative fault shall be determined by reference to,
      among other things, whether the untrue or alleged untrue statement of a
      material fact or the omission or alleged omission to state a material fact
      relates to information supplied by the Issuers or the Guarantors or the
      Purchasers and the parties'


                                       23
<PAGE>
      relative intent, knowledge, access to information and opportunity to
      correct or prevent such untrue statement or omission. The amount paid by
      an indemnified party as a result of the losses, claims, damages or
      liabilities referred to in the first sentence of this subsection (d) shall
      be deemed to include any legal or other expenses reasonably incurred by
      such indemnified party in connection with investigating or defending any
      action or claim which is the subject of this subsection (d).
      Notwithstanding the provisions of this subsection (d), no Purchaser shall
      be required to contribute any amount in excess of the amount by which the
      total price at which the Offered Securities purchased by it were resold
      exceeds the amount of any damages which such Purchaser has otherwise been
      required to pay by reason of such untrue or alleged untrue statement or
      omission or alleged omission. The Purchasers' obligations in this
      subsection (d) to contribute are several in proportion to their respective
      purchase obligations and not joint.

            (e) The obligations of each Issuer and Guarantor, as appropriate,
      under this Section shall be in addition to any liability which each Issuer
      or Guarantor may otherwise have and shall extend, upon the same terms and
      conditions, to each person, if any, who controls such Issuer or Guarantor,
      as appropriate, within the meaning of the Securities Act or the Exchange
      Act; and the obligations of the Purchasers under this Section shall be in
      addition to any liability which the respective Purchasers may otherwise
      have and shall extend, upon the same terms and conditions, to each person,
      if any, who controls any Purchaser within the meaning of the Securities
      Act or the Exchange Act.

            (f) No person guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.

      8. Default of Purchasers. If any Purchaser or Purchasers default in their
obligations to purchase Offered Securities hereunder and the aggregate principal
amount of Offered Securities that such defaulting Purchaser or Purchasers agreed
but failed to purchase does not exceed 10% of the total principal amount of
Offered Securities, CSFB may make arrangements satisfactory to the Issuers for
the purchase of such Offered Securities by other persons, including any of the
Purchasers, but if no such arrangements are made by such Closing Date, the
non-defaulting Purchasers shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Purchasers agreed but failed to purchase. If any Purchaser or
Purchasers so default and the aggregate principal amount of Offered Securities
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of Offered Securities and arrangements satisfactory to CSFB and
the Issuers for the purchase of such Offered Securities by other persons are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Purchaser or the Issuers, except as
provided in Section 9. As used in


                                       24
<PAGE>
this Agreement, the term "Purchaser" includes any person substituted for a
Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser
from liability for its default.

      9. Survival of Certain Representations and Obligations. Subject to the
last sentence of this Section, the respective indemnities, agreements,
representations, warranties and other statements of CDRJ, each Issuer, each
Guarantor or their officers and of the several Purchasers set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation, or statement as to the results thereof, made by or on behalf
of any Purchaser, CDRJ, Issuer, Guarantor or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Purchasers is not consummated, the Issuers and
Guarantors shall remain responsible for the expenses to be paid or reimbursed by
them pursuant to Section 5 and the respective obligations of the Issuers and
Guarantors and the Purchasers pursuant to Section 7 shall remain in effect. If
the purchase of the Offered Securities by the Purchasers is not consummated for
any reason other than solely because of the termination of this Agreement
pursuant to Section 8 or the occurrence of any event specified in Section 6(b)
or the failure of the Senior Secured Credit Facilities to close on or prior to
the Closing Date (unless such failure of the Senior Secured Credit Facilities to
close results from the fault of the Company), the Issuers and Guarantors will
reimburse the Purchasers for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) reasonably incurred by them in connection
with the offering of the Offered Securities. The Purchasers agree that from and
after the Closing Date and the consummation of the Reorganization, CDRJ and its
officers, directors and shareholders shall not have any liability to the
Purchasers pursuant to this Agreement or otherwise resulting from or in
connection with the transactions contemplated hereby; provided that, with
respect to the officers, directors and shareholders of CDRJ, the foregoing
limitation shall apply solely in their capacity as officers, directors or
shareholders of CDRJ.

      10. Notices. All communications hereunder will be in writing and, if sent
to the Purchasers will be mailed, delivered or telegraphed and confirmed to the
Purchasers, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York,
N.Y. 10010-3629, Attention: Investment Banking Department Transactions Advisory
Group, or, if sent to the Issuers or the Parent, will be mailed, delivered or
telegraphed and confirmed to it at Jafra Cosmetics International, 2451 Townsgate
Road, Westlake Village, CA 91361, Attention: Corporate Secretary; provided,
however, that any notice to a Purchaser pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to such Purchaser.

      11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the controlling
persons referred to in Section 7(e), and no other person will have any right or
obligation hereunder, except


                                       25
<PAGE>
that holders of Offered Securities shall be entitled to enforce the agreements
for their benefit contained in the second sentence of Section 5(b) hereof
against the Issuers and Parent as if such holders were parties thereto.

      12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

      13. Applicable law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to principles
of conflicts of laws.

      Each party hereto hereby submits to the jurisdiction of the Federal and
state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby. Each of Parent and Jafra Mexico irrevocably appoints Jafra
US as its authorized agent upon which process may be served in any such suit or
proceeding, and agrees that service of process upon such agent, and written
notice of said service to Jafra Mexico or Parent, as the case may be, by the
person serving the same to the address provided in Section 10, shall be deemed
in every respect effective service of process upon Jafra Mexico or Parent, as
the case may be, in any such suit or proceeding. Each of Parent and Jafra Mexico
further agrees to take any and all action as may be necessary to maintain such
designation and appointment of such agent in full force and effect for a period
of three years from the date of this Agreement.

      The obligation of Parent and Jafra Mexico in respect of any sum due to any
Purchaser shall, notwithstanding any judgment in a currency other than United
States dollars, not be discharged until the first business day, following
receipt by such Purchaser of any sum adjudged to be so due in such other
currency, on which (and only to the extent that) such Purchaser may in
accordance with normal banking procedures purchase United States dollars with
such other currency; if the United States dollars so purchased are less than the
sum originally due to such Purchaser hereunder, Jafra Mexico or Parent, as the
case may be, agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Purchaser against such loss. If the United States
dollars so purchased are greater than the sum originally due to such Purchaser
hereunder, such Purchaser agrees to pay to Jafra Mexico or Parent, as the case
may be, an amount equal to the excess of the dollars so purchased over the sum
originally due to such Purchaser hereunder.



                                       26
<PAGE>
                                                                  EXECUTION COPY


      If the foregoing is in accordance with the Purchasers' understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement among CDRJ, Parent, each Issuer and
the several Purchasers in accordance with its terms.

                                     Very truly yours,

                                     Jafra Comestics International, Inc.

                                       By: /s/ Gonzalo R. Rubio
                                           -------------------------------------
                                            Name:  Gonzalo R. Rubio
                                            Title: President and C.O.O.


                                     Distribuidora Comercial Jafra, S.A. de C.V.

                                       By: /s/ Gonzalo R. Rubio
                                           -------------------------------------
                                            Name:  Gonzalo R. Rubio
                                            Title: President and C.O.O.


                                     Jafra Worldwide Holdings (Lux) S.ar.L.

                                       By: /s/ Gonzalo R. Rubio
                                           -------------------------------------
                                            Name:  Gonzalo R. Rubio
                                            Title: Manager

                                     CDRJ Investments (Lux) S.A.

                                       By: /s/ Gonzalo R. Rubio
                                           -------------------------------------
                                            Name:  Gonzalo R. Rubio
                                            Title: President and C.O.O.
<PAGE>
                                     The foregoing Purchase
                                     Agreement is hereby
                                     confirmed and accepted as
                                     of the date first above
                                     written.

                                     Credit Suisse First Boston LLC
                                     Merrill Lynch, Pierce, Fenner & Smith
                                         Incorporated

                                     By: Credit Suisse First Boston LLC

                                       By: /s/ CAROLYNN ROCKAFELLOW
                                           -------------------------------------
                                            Name:  CAROLYNN ROCKAFELLOW
                                            Title: MANAGING DIRECTOR

                                     By:  Merrill Lynch, Pierce, Fenner &
                                           Smith Incorporated

                                           By: /s/ DAVID TURLIN
                                           -------------------------------------
                                               Name:  DAVID TURLIN
                                               Title: DIRECTOR
<PAGE>
                                   SCHEDULE A
<TABLE>
<CAPTION>

                                                            PRINCIPAL AMOUNT OF
                 PURCHASER                                   OFFERED SECURITIES
                 ---------                                   ------------------

<S>                                                        <C>
Credit Suisse First Boston LLC .........................      $130,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated .....      $ 70,000,000
                                                              ------------
      Total                                                   $200,000,000


</TABLE>