EXHIBIT 10.2.1

                       AMENDMENT TO STOCK OPTION AGREEMENT
                        AND REGISTRATION RIGHTS AGREEMENT

         THIS  AMENDMENT  TO STOCK  OPTION  AGREEMENT  AND  REGISTRATION  RIGHTS
AGREEMENT  ("Agreement") is made as of this 21st day of February,  1995, between
RICHARD BARRIE FRAGRANCES, a Nevada corporation ("Company),  and PATRICK McENANY
("Holder").

         WHEREAS,  the  Company  granted  options to Holder to  purchase  45,000
shares of the  authorized  but  unissued  shares of Common Stock of the Company,
$.005 par value (the  "Common  Stock") at $.75 per share as evidenced by a Stock
Option Agreement dated September 20, 1993 (the "Stock Option Agreement");

         WHEREAS, the Company effected a 1-for-3  reverse  stock  split  of  the
Common Stock in 1994;

         WHEREAS, the  such  options  to  purchase  are now for 15,000 shares at
$2.25 per share because of the reverse split;

         WHEREAS,  Section 3(b) of the Option Agreement stated that such options
would terminate if Holder's directorship ceased;

         WHEREAS, the Company  acknowledges  Holder's services and contributions
as a  director  and  desires  to amend such  Section  3(b) to provide  that such
options not terminate in the event Holder's directorship ceases;

         WHEREAS,  the Company  desires to provide certain  registration  rights
under the  Securities  Act of 1933,  as amended,  and the rules and  regulations
thereunder  (collectively,  the "Act"),  with respect to the Common  Shares,  in
accordance with the terms and conditions set forth in this Agreement;

         IT IS AGREED:

         1.  Registration Rights.

             1.1  Certain Definitions.

                  As used in this Agreement, the following terms  shall have the
following respective meanings:

                  (a)  "Commission"  shall  mean  the  Securities  and  Exchange
Commission or any other federal agency at the time administering the Act.

                  (b)  The  terms  "Register,"  "Registered"  and "Registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement  in  compliance  with  the  Act  ("Registration  Statement"),  and the
declaration  or  ordering  by  the  Commission  of  the  effectiveness  of  such
Registration Statement.


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                  (c)  "Registrable  Securities"  shall  mean  the Common Shares
issued or issuable to Holder upon exercise of the options evidenced by the Stock
Option Agreement  (including shares received from the Company with respect to or
in replacement of such shares by reason of stock splits,  reverse splits,  stock
dividends or similar events).

                  (d)  "Registration Expenses" shall  mean all expenses incurred
by  the  Company  in  complying  with  Section  1  hereof,  including,   without
limitation,  all federal and state registration,  qualification and filing fees,
printing expenses,  fees and disbursements of counsel for the Company,  blue sky
fees and expenses, and the expense of any special audits incident to or required
by any such Registration.

                  (e)  "Selling Expenses" shall mean  all underwriting discounts
and selling commissions  applicable to the sale of Registrable Securities by the
Holder  pursuant to this  Agreement  and shall include the fees and costs of any
counsel, accountant or other agent engaged by the Holder.

             1.2  "Piggy-Back" Registration Rights.

                  (a)  If, at any time when Holder owns Registrable  Securities,
the Company prepares and files a Registration Statement (other than Registration
Statements on Forms S-8 (if not permitted by  Commission  regulations),  S-4, or
similar  forms),  with respect to a public offering of equity or debt securities
of the Company, or any of such securities held by its stockholders,  the Company
will  include in such  Registration  Statement  such  number of the  Registrable
Securities as may be requested by the Holder; provided, however, that if, in the
written opinion of the Company's managing  underwriter or underwriters,  if any,
for such offering,  the inclusion of the Registrable  Securities,  when added to
the securities being registered by the Company or the selling stockholders, will
exceed the maximum amount of the Company's  securities  that can be marketed (i)
at a price reasonably related to their then current market value or (ii) without
materially  and adversely  affecting the entire  offering,  then the Company may
exclude  from such  offering  all or any portion of the  Registrable  Securities
requested  to be so  registered.  If any of the  Registrable  Securities  are so
excluded,  then the number of securities to be sold by all  stockholders in such
public   offering  will  be   apportioned   pro  rata  among  all  such  selling
stockholders,  including the Holder, according to the total amount of securities
of the Company owned by such selling stockholders, including the Holder.

                  (b)  In the event of such a proposed Registration, the Company
will furnish the Holder with not less than twenty days' written  notice prior to
the proposed date of filing the Registration Statement. If the Holder desires to
exercise the "piggy-back"  registration  rights provided in this Section 1.2, it
must,  within ten days after his or its receipt of the  Company's  notice,  give
written notice of such exercise to the Company.

                  (c)  Notwithstanding the foregoing, (i) the Company will have
no obligation hereunder in connection with any Registration Statement unless the
Holder  provides to the Company  information  and documents  with respect to its
ownership of Registrable Securities, compliance with the law, manner of proposed
disposition  and such other  matters as the Company may  reasonably  require for
disclosure in the Registration Statement; (ii) the Company will not be obligated
to  register  any  Registrable  Securities  unless  such  registration  is  then
permitted  by law and the  policy of the  Commission;  and  (iii) the  foregoing
registration rights are non-assignable  except as provided in Section 3.3 hereof
and are exercisable  only at such time as the Holder cannot publicly sell any of
the Registrable Securities under an exemption from the registration requirements
of the Act.

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             1.3  Blue Sky.  In  the  event of any Registration pursuant to this
Agreement,  the Company  will  exercise its best efforts to Register and qualify
the  Registrable  Securities  covered by the  Registration  Statement under such
other  securities or Blue Sky laws of such  jurisdictions as shall be reasonably
requested  by the  Holder for the  distribution  of such  securities;  provided,
however, that the Company shall not be required to qualify to do business, or to
subject itself to taxation in any state or  jurisdiction  in which it is not now
qualified.  The Company will furnish to the Holder written advice of its counsel
with respect to registration or exemption of such Registrable Securities in such
jurisdictions.

             1.4  Expenses of Registration.  All Registration Expenses incurred
in connection  with a Registration  pursuant to this Agreement shall be borne by
the Company. All Selling Expenses shall be borne by the Holder.

             1.5  Registration Procedures.

                  1.5.1  Advice  by  Company.  The  Company will keep the Holder
advised  as to the  initiation  and  completion  of  such  Registration.  At its
expense,  the  Company  will  (i)  use  its  reasonable  efforts  to  cause  the
Registration  Statement to become effective;  (ii) use its reasonable efforts to
keep such  Registration  effective  until the  earlier  of the date on which the
Holder has completed the distribution described in the Registration Statement or
the date  which is six  months  after  the  effective  date of the  Registration
Statement;  and (iii) furnish such number of prospectuses (including preliminary
prospectuses) and other documents as the Holder from time to time may reasonably
request.

                  1.5.2  Amendments.  The Company will promptly prepare and file
with the  Commission  such  amendments  and  prospectus  supplements,  including
post-effective   amendments,  to  the  Registration  Statement  as  the  Company
determines  may be  necessary or  appropriate,  and use its best efforts to have
such  post-effective  amendments  declared effective as promptly as practicable;
cause the related  prospectus to be supplemented  by any prospectus  supplement,
and as so supplemented,  to be filed with the Commission;  and notify the Holder
of any securities  included in such  Registration  Statement and the underwriter
thereof,  if any,  promptly  when a  prospectus,  any  prospectus  supplement or
post-effective  amendment  must be filed or has been filed and,  with respect to
any post-effective amendment, when the same has become effective.

             1.6  Indemnification.

                  1.6.1  Company's Indemnification  of  the Holder.  The Company
will  indemnify  the Holder and each person  controlling  the Holder  within the
meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange  Act"),  with respect to which  Registration,
qualification or compliance of Registrable Securities has been effected pursuant
to this  Agreement,  against  all claims,  losses,  damages or  liabilities  (or
actions in  respect  thereof)  to the  extent  such  claim,  losses,  damages or
liabilities  arise out of or are based upon any  untrue  statement  (or  alleged
untrue  statement) of a material fact contained in any prospectus or any related
Registration  Statement  incident  to any such  Registration,  qualification  or
compliance,  or any omission (or alleged  omission) to state  therein a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  or any  violation  by the  Company  of any rule or  regulation
promulgated  under the Act  applicable  to the Company and relating to action or
inaction required of the Company in connection with any such  Registration;  and
the Company will reimburse the Holder,  and each person who controls the Holder,
for  any  legal  and  any  other expenses reasonably incurred in connection with

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investigating or defending any such claim,  loss,  damage,  liability or action;
provided,  however, that the indemnity contained in this Section 1.6.1 shall not
apply to amounts paid in settlement of any such claim, loss,  damage,  liability
or action if  settlement is effected  without the consent of the Company  (which
consent shall not unreasonably be withheld or delayed);  and provided,  further,
that the Company will not be liable in any such case to the extent that any such
claim,  loss,  damage,  liability or expense  arises out of or is based upon any
untrue  statement or omission  based upon written  information  furnished to the
Company  by  the  Holder  or  controlling  person  specifically  for  use in the
Registration  Statement.  Notwithstanding  the above,  the  foregoing  indemnity
agreement is subject to the  condition  that,  insofar as it relates to any such
untrue statement, alleged untrue statement, omission or alleged omission made in
a  preliminary  prospectus,  such  indemnity  agreement  shall  not inure to the
benefit of the Holder,  if a copy of the final  prospectus  was not furnished to
the person  asserting  the loss,  liability,  claim or damage at or prior to the
time such action is required by the Act if the final  prospectus  corrected  the
untrue statement or omission or alleged untrue statement or omission.

                  1.6.2  Holder's  Indemnification of Company.  The Holder will,
if Registrable  Securities  held by the Holder are included in the securities as
to which a Registration is being effected pursuant to this Agreement,  indemnify
the Company, each of its directors and officers and each person who controls the
Company  within the  meaning  of  Section 15 of the Act or Section  20(a) of the
Exchange Act, and all other  holders of  securities  who are required to use the
Registration  Statement to sell their  securities  of the  Company,  against all
claims,  losses, damages and liabilities (or actions in respect thereof) arising
out of or based upon any untrue  statement  (or alleged  untrue  statement) of a
material  fact  contained  in  any  such   Registration   Statement  or  related
prospectus,  or any omission (or alleged  omission) to state  therein a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading;  and will reimburse the Company,  such  directors,  officers or
control  persons  for any legal and any other  expenses  reasonably  incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability or action,  in each case to the extent,  but only to the extent,  that
such untrue  statement  (or alleged  untrue  statement)  or omission (or alleged
omission) is made in such Registration  Statement or prospectus in reliance upon
and in  conformity  with  written  information  furnished  to the Company by the
Holder specifically for use in the Registration  Statement;  provided,  however,
that the Holder's  liability under this Section 1.6.2 shall not exceed the gross
proceeds generated from the sale by the Holder of Registrable Securities made in
connection with such Registration.

                  1.6.3  Indemnification  Procedure.  Promptly after  receipt by
an indemnified party under this Section 1.6 of notice of the commencement of any
action, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying  party under this Section 1.6,  notify the  indemnifying
party in  writing of the  commencement  thereof  and  generally  summarize  such
action.  The  indemnifying  party shall have the right to  participate in and to
assume the defense of such claim and shall be entitled to select counsel for the
defense  of  such  claim  with  the   approval  of  any   parties   entitled  to
indemnification,   which   approval   shall   not  be   unreasonably   withheld.
Notwithstanding  the foregoing,  the parties entitled to  indemnification  shall
have the  right to  employ  separate  counsel  (reasonably  satisfactory  to the
indemnifying  party) to  participate  in the defense  thereof,  but the fees and
expenses of such counsel shall be the expense of such indemnified parties unless
the named parties to such action or  proceedings  include both the  indemnifying
party and the indemnified parties and the indemnifying party or such indemnified
parties  shall have been  advised  by  counsel  that there are one or more legal
defenses  available  to it  which  are  different  from or  additional  to those
available to the  indemnifying  party (in which case, if the  indemnified  party
notifies the  indemnifying  party in writing  that it elects to employ  separate
counsel at the reasonable  expense of the  indemnifying  party, the indemnifying
party  shall  not  have  the  right  to  assume  the  defense  of such action or

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proceeding  on behalf  of the  indemnified  party,  as the case may be, it being
understood,  however,  that the indemnifying party shall not, in connection with
any such action or  proceeding or separate or  substantially  similar or related
action or  proceeding in the same  jurisdiction  arising out of the same general
allegations or circumstances,  be liable for the reasonable fees and expenses of
more than one separate  counsel at any time for the  indemnifying  party and all
indemnified parties, which counsel shall be designated in writing by the Holder.
If  the  indemnifying  party  withholds  consent  to a  settlement  or  proposed
settlement by the  indemnified  party,  it shall  acknowledge to the indemnified
party its indemnification obligations hereunder.

                 1.6.4  Contribution.  If  the  indemnification  provided for in
this Section 1.6 from an  indemnifying  party is  unavailable  to an indemnified
party  hereunder  in respect to any  losses,  claims,  damages,  liabilities  or
expenses  referred  to  herein,   then  the  indemnifying   party,  in  lieu  of
indemnifying  such  indemnified  party,  shall  contribute to the amount paid or
payable by such indemnified party as a result of such losses,  claims,  damages,
liabilities  or expenses in such  proportion  as is  appropriate  to reflect the
relative fault of the  indemnifying  party and  indemnified  party in connection
with the statements or omissions which result in such losses,  claims,  damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of such  indemnifying  party and  indemnified  party 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 such  indemnifying  party or
indemnified  party  and the  parties'  relative  intent,  knowledge,  access  to
information  supplied  by such  indemnifying  party  or  indemnified  party  and
opportunity to correct or prevent such statement or omission. The amount paid or
payable by a party as a result of the losses, claims,  damages,  liabilities and
expenses referred to above shall be deemed to include any legal or other fees or
expenses  reasonably  incurred by such party in connection with investigating or
defending any action, suit, proceeding or claim. In no event shall the amount of
any such  contribution  payable by the Holder  exceed the amount  payable by the
Holder under Section 1.6.2 hereunder.

         2.  Covenants of the Company.  In  connection  with the Registration of
the Registrable Securities pursuant to this Agreement, the Company agrees to:

             (a) Notify  the  Holder, at any time when a  prospectus relating to
Registrable  Securities covered by the Registration  Statement is required to be
delivered  under the Act, of the happening of any event as a result of which the
prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the  circumstances  then existing.  The Company shall use
its  reasonable  efforts  to  promptly  amend  or  supplement  the  Registration
Statement to correct any such untrue statement or omission.

             (b) Notify the Holder of the issuance by the Commission of any stop
order  suspending  the  effectiveness  of  the  Registration  Statement  or  the
initiation  of any  proceedings  for that  purpose.  The Company will make every
reasonable  effort to prevent  the  issuance  of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible time.

             (c) Make  available  for  inspection by the Holder and the counsel,
accountants or other agents retained by the Holder, all pertinent  financial and
other records,  corporate documents and properties of the Company, and cause the
Company's officers, directors and employees to supply all information reasonably
requested by the Holder in connection with the Registration  Statement,  subject

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in each case to reasonable  confidentiality  restrictions imposed by the Company
and to the  Company's  right to refuse  access  to any  agent of  Holder  who is
reasonably unacceptable to the Company.

             (d) If  the  Common  Stock  is then listed on a national securities
exchange,  use its best efforts to cause the Registrable Securities to be listed
on such exchange if the listing of such Registrable Securities is then permitted
under the rules of such exchange.

             (e) Take all actions  reasonably necessary to facilitate the timely
preparation  and delivery of certificates  (not bearing any restrictive  legend)
representing the Registrable  Securities to be sold pursuant to the Registration
Statement  and to  enable  such  certificates  to be in such  denominations  and
registered  in such  names  as the  Holder  or any  underwriter  may  reasonably
request.

             (f) With the view to  making  the  benefits of Rule 144 promulgated
under the Act ("Rule  144")  available  to the Holder,  until such time that the
Company  shall have no obligation  under Section 1 hereunder,  the Company shall
use its  reasonable  efforts to: (i) make and keep  available  adequate  current
public  information  with the meaning of Rule 144; and (ii) promptly  furnish to
the Holder upon  request  (a) a written  statement  by the  Company  that it has
complied with the  provisions of Section  2(f)(i)  hereunder,  (b) a copy of the
most recent annual or other quarterly report of the Company,  and (c) such other
reports and documents so filed by the Company with the SEC as may  reasonably be
requested by the Holder.

         3. Amendment to Section 3(b) of Stock Option Agreement. Notwithstanding
any  provision of the Stock Option  Agreement,  Section 3(b) of the Stock Option
Agreement  is  hereby  amended  to  provide  that if the  Holder  ceases to be a
director of the Company,  the options  granted under the Stock Option  Agreement
shall not  expire or  terminate,  and shall  continue  in full  force and effect
during the exercise period and shall become and remain  exercisable  pursuant to
the schedule provided in Section 3(a) of the Stock Option Agreement.

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         4.       Miscellaneous.

                  4.1  Notices.  Notices  required  or  permitted  to  be  given
hereunder shall be in writing and shall be deemed to be sufficiently  given when
personally  delivered  or sent by  certified  mail,  return  receipt  requested,
addressed  (i) if to  the  Company,  at  Richard  Barrie  Fragrances,  Inc.,  15
Executive Boulevard, Orange, Connecticut 06477, Attention: President; (ii) if to
Holder, at 16600 N.W. 54th Avenue, Miami, Florida 33015, c/o Royce Laboratories,
or at such  other  address  as each such  party  furnishes  by  notice  given in
accordance with this Section 4.1.

                  4.2  Waiver.  Failure  of any party to  exercise  any right or
remedy under this Agreement or otherwise, or delay by a party in exercising such
right or  remedy,  will not  operate  as a waiver  thereof.  No  waiver  will be
effective  unless and until it is in writing and signed by the party  giving the
waiver.

                  4.3      Assignability.  The  Holder shall not be permitted to
assign  any of its  rights  or  obligations  under  this  Agreement  except to a
successor trust or trusts of the Holder or its beneficiaries.

                  4.4 Governing Law. This Agreement shall be enforced,  governed
and  construed in all respects in  accordance  with the laws of the State of New
York.  In the  event  that  any  provision  of  this  Agreement  is  invalid  or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified  to  conform  with such  statute  or rule of law.  Any
provision  hereof which may prove invalid or  unenforceable  under any law shall
not affect the validity or enforceability of any other provision hereof.

                  4.5 Entire  Agreement.  This Agreement  constitutes the entire
agreement  between the parties hereto with respect to the subject matter hereof.
Any provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or
prospectively),  only by a writing  executed by the Company and the Holder.  Any
amendment  or waiver  effected  in  accordance  with this  Section  4.5 shall be
binding upon the Holder and the Company.


         IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.

                                             RICHARD BARRIE FRAGRANCES



                                             By: /s/ Richard Barrie
                                                ------------------------------
                                                Name:   Richard Barrie
                                                Title:  President


                                             HOLDER:



                                             By: /s/ Patrick McEnany
                                                ------------------------------
                                                Patrick McEnany

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