Exhibit 10.92

                           THIRD MODIFICATION OF LEASE
                           ---------------------------

     Third  Modification  of Lease  ("Agreement")  made  June 17 , 2002  between
Metropolitan Life Insurance Company, a New York corporation having its principal
place of business at One Madison Avenue,  New York, New York 10010  ("Landlord")
and Jean Philippe  Fragrances,  LLC, a New York limited liability company having
an office at 551 Fifth Avenue, New York, New York 10176 ("Tenant").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Landlord and Tenant (by its predecessor-in-interest, Jean Philippe
Fragrances,  Inc.) heretofore entered into a certain written lease dated January
13,  1992,  as amended by  Modification  of Lease dated June 17, 1994 and Second
Modification of Lease dated April 30, 1997  (collectively,  the "Lease") wherein
and whereby  Landlord  leased to Tenant,  and Tenant hired from Landlord,  those
certain  premises (the "demised  premises") as shown on the plans annexed to the
Lease as  "Exhibit  A" thereto on the 15th  floor in the  building  known as 551
Fifth Avenue, New York, New York 10176 (the "Building"),  which demised premises
Landlord and Tenant agree contains 9,000 rentable square feet; and

     WHEREAS,  the  term of the  Lease is due to  expire  October  31,  2002 and
Landlord  and Tenant  wish to again  modify the Lease,  subject to the terms and
conditions  hereinafter set forth,  to, INTER ALIA, again extend the term of the
Lease; and

     WHEREAS, the Lease is in full force and effect; and

     WHEREAS,  Landlord  and  Tenant  desire  to modify  the  Lease  only in the
respects hereinafter stated.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
hereinafter  contained,  the parties  hereto by these  presents do covenant  and
agree as follows:

1.   All capitalized  terms used herein without  definition are used herein with
the meanings  assigned to such terms in the Lease,  unless the context otherwise
requires.

2.   The term of the  Lease  is  hereby  extended  to  February  28,  2013  (the
"Additional Extension Period").

3.A. Effective November 1, 2002,  Tenant's annual rent shall be amended to be as
follows:  (i) from and including  November 1, 2002 through and including October
31, 2007,  Three  Hundred  Twenty Two  Thousand  Four  Hundred  Seventy  Dollars
($322,470.00)   per  annum  which  amount  shall  include  the  annual  cost  of
electricity supplied by Landlord to the

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demised  premises on a rent inclusion  basis of Twenty Two Thousand Five Hundred
Dollars  ($22,500.00)  per annum,  the  "Additional  Extension  Period  Electric
Charge";  and thereafter,  (ii) from and including  November 1, 2007 through and
including the end of the term of the Lease, as modified by this Agreement, Three
Hundred Fifty Eight  Thousand Four Hundred  Seventy  Dollars  ($358,470.00)  per
annum,  which amount shall  include the  Additional  Extension  Period  Electric
Charge.

B.   Notwithstanding  the foregoing,  Landlord agrees to waive to the collection
of annual rent and  additional  rent for "Real  Estate  Taxes"  (Article 35) and
"Operating  Expenses"  (Article  36), but not the  Additional  Extension  Period
Electric  Charge,  for period from and  including  November 1, 2007  through and
including February 28, 2008.

C.   Effective November 1, 2002, (i) Tenant's "Base Tax Year" (Article 35) shall
be amended to be the fiscal tax year of the City of New York  commencing July 1,
2002 and ending June 30, 2003;  (ii) Tenant's "Base Operating  Period"  (Article
36) shall be amended to be the calendar  year  commencing  January 1, 2003;  and
(iii) Tenant's  proportionate share for Real Estate Taxes and Operating Expenses
shall be 2.11 percent.

4.   Inasmuch as Tenant  currently  occupies  the demised  premises and is fully
aware of the condition thereof,  Tenant agrees to accept the demised premises in
the  condition  which it exists on the  first  day of the  Additional  Extension
Period.  Further, Tenant understands and agrees that no materials whatsoever are
to be  furnished  by  Landlord  and no work  whatsoever  is to be  furnished  by
Landlord in connection  with the demised  premises or any part thereof nor shall
any construction or tenant improvement allowance be provided by Landlord.

5.   Tenant  represents  and warrants to Landlord that it has not dealt with any
real  estate  agents or brokers in  connection  with this  Agreement  other than
Insignia/ESG,  Inc. ("IESG") whose fees, if any, Landlord agrees to pay and that
this   Agreement  was  not  brought  about  or  procured   through  the  use  or
instrumentality  of any other agent or broker.  Tenant  covenants  and agrees to
indemnify and hold Landlord harmless from any and all claims for commissions and
other  compensation  made by any agent or agents  and/or any broker or  brokers,
other than IESG,  based on any dealings  between  Tenant and any agent or agents
and/or  broker or  brokers,  together  with all costs and  expenses  incurred by
Landlord in resisting such claims,  including,  without  limitation,  reasonable
attorneys' fees.

7.   Except  as  modified  by this  Agreement,  the  Lease  and  all the  terms,
covenants,  conditions,  provisions,  and  agreements  thereof are hereby in all
respects ratified, confirmed, and approved.

8.   The Lease, as modified by this Agreement contains the entire  understanding
between  the  parties.  No  other  representations,   warranties,  covenants  or
agreements have been made.

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9.   This  Agreement  may not be changed  orally,  but only by an  agreement  in
writing  signed by the party  against whom  enforcement  of any waiver,  change,
modification or discharge is sought.

10.  This  Agreement  shall be  binding  upon,  and inure to the  benefit of the
parties hereto, their respective legal  representatives,  successors and, except
as  otherwise  provided  in the  Lease  as  modified  by this  Agreement,  their
respective assigns.

11.  The  submission  of this  Agreement  to Tenant shall not be construed as an
offer,  nor shall Tenant have any rights with respect  hereto,  unless and until
Landlord shall execute a copy of this Agreement and deliver the same to Tenant.

         IN WITNESS WHEREOF, the parties hereto have respectively  executed this
Agreement as of the day and year first above written.

                                            Landlord:
                                            Metropolitan Life Insurance Company

                                            By: /s/ KATHRYN L. CAMPBELL
                                                -----------------------
                                                    Kathryn Campbell, Director

                                            Tenant:
                                            Jean Philippe Fragrances, LLC

                                            By: /s/ RUSSELL GREENBERG
                                                ---------------------
                                                    Executive Vice President


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