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                                                                 Exhibit 10.82


                             SUBORDINATED PROMISSORY NOTE

$5,000,000.00                                               AUGUST 18, 1994

     1.   FOR VALUE RECEIVED, RENAISSANCE COSMETICS, INC., a Delaware 
corporation formerly known as C.P. Holding Corp. (the "Company"), promises to 
pay to the order of Triumph-Connecticut Limited Partnership, a Connecticut 
limited partnership, whose business address is 60 State Street, Boston, 
Massachusetts 02109 or its successors or assigns (the "Payee"), at the 
address set forth above or at such other address as the Payee may hereafter 
notify the company in writing, the principal sum of FIVE MILLION DOLLARS 
($5,000,000.00), together with interest at the rate provided below, to be 
paid as follows, subject to the subordination and other provisions hereof:

          (a)  The Company shall pay the entire outstanding principal amount 
of this note (plus all accrued interest to date) on the Maturity Date (as 
defined below).  The "Maturity Date" shall mean the earlier to occur of (i) 
the closing of an initial public offering of the common stock of Cosmar 
Corporation, a Delaware corporation formerly known as C.P. Cosmetics, 
Inc.(the "Buyer"), the Company and any parent thereof or successor thereto, 
(ii) the sale or other transfer of all or substantially all of the common 
stock or assets of the Buyer or the Company and any parent thereof or 
successor thereto (other than a reorganization, merger or other similar event 
where the Company is the survivor or the survivor is an affiliate or under 
common control with the Company, (iii) upon the sale or other transfer by 
Kidd, Kamm Equity Partners, L.P. ("KKEP") and any affiliate or parent  
thereof or successor thereto of any shares of common stock of the Buyer or 
the Company and any parent thereof or successor thereto other than (x) any 
transfer to any principal or affiliate of KKEP including its limited partners 
(y) or the transfer (inter vivos or testamentary) of all or part of the 
shares held by that principal or affiliate to his or her spouse, children, or 
a trust for the benefit of his or her spouse or children; and (iv) the eighth 
anniversary of the date hereof.

          (b)  Interest shall accrue on the outstanding principal amount of 
this note from the date hereof, and on the Maturity Date all such accrued and 
unpaid interest shall be due and payable by the Company.  Interest shall 
accrue and unpaid interest shall be due and payable by the company.  Interest 
shall accrue on the basis of simple annual compounding for the number of days 
outstanding over a year of 365 days beginning on the date hereof, and in any 
year interest shall be accrued on that basis (i.e., interest shall accrue 
only with respect to principal outstanding and not with respect to prior 
accrued but unpaid interest) at the following rates:

          (i)    until the third anniversary of the date of this note, eight 
percent per annum;

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          (ii)   beginning on the third anniversary and until the fourth 
anniversary of the date of this note, nine percent per annum;

          (iii)  beginning on the fourth anniversary and until the fifth 
anniversary of the date of this note, ten percent per annum; and

          (iv)   beginning on the fifth anniversary and until the principal 
amount hereunder is paid in full, eleven percent per annum.

          (c)  This note (including all accrued interest) may be prepaid by 
the Company, in whole or in part, at any time, without premium or penalty, if 
and to the extent that the Company shall be permitted to make such 
prepayments under the terms of the Superior Indebtedness (as hereinafter 
defined).

     2.   This note is issued as payment of the purchase price being paid by 
the Company pursuant to an agreement for the purchase and sale of the assets 
of Cosmar Corporation and Precision Molded Plastics, Inc. and related 
transactions dated as of May 19, 1994 (the "Purchase and Sale Agreement"), 
entered into by the Company, the Buyer, the Payee and others.

     3.   This note is subordinate and junior in right of payment, as 
provided below, to all indebtedness other than trade debt of the Company 
(including its contingent obligations in respect of such indebtedness of the 
Buyer), including, but not limited to, principal, interest, fees, penalties, 
indemnities, "post-petition" interest in bankruptcy (whether or not allowed 
by law) of the Company and the Buyer, letters of credit, interest rate caps 
and collars and the like, and any and all renewals, extensions, restatements 
or refinancings thereof, to any lender which is a bank, insurance company, 
financing institution, finance company or other institutional lender (all 
such lenders together with any other holder of Superior Indebtedness (as 
defined below), hereinafter called the "Lenders"), whether now existing or 
hereafter created, and including for the purposes of this note, but without 
limitation, the obligations of the Company under notes or other securities or 
instruments being issued (whether or not to an institutional lender) to 
finance the purchase of assets contemplated under the Purchase and Sale 
Agreement and the direct or contingent obligations of the Company to any 
lender who provides the Company or the Buyer with a revolving credit and/or 
term debt facility (all of said indebtedness hereinafter called "Superior 
Indebtedness").  This note shall not be subordinate to obligations of the 
Company to the other "Notes" (as defined in the Purchase and Sale Agreement) 
being delivered in connection with the closing under the Purchase and Sale 
Agreement) all of which shall be parri passu with each other as to all rights 
hereunder, and shall be senior to other "seller notes" issued by the company 
or the Buyer after the date hereof.  "Seller notes" shall mean notes issued 
by the Company or the Buyer as part of the purchase price due to the seller 
of a business or other asset to the Company, the Buyer or a direct or 
indirect subsidiary of the Company or the Buyer.

     4.   (a)  The payment of all amounts (including principal, interest, 
fees, penalties and indemnities) owing in respect of this note are hereby 
expressly subordinated, to the extent and in the 

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manner hereinafter set forth, to the prior payment in full of all Superior 
Indebtedness.  The provisions of this section 4 shall constitute a continuing 
offer to all person who, in reliance upon such provisions, become holders of, 
or continue to hold, Superior Indebtedness, and such provisions are made for 
the benefit of the holders of Superior Indebtedness, and such provisions are 
made for the benefit of the holders of Superior Indebtedness, and such 
holders are hereby made obligees hereunder the same as if their names were 
written herein as such, and they and/or each of them may proceed to enforce 
such provisions.

          (b)  Upon the maturity of any Superior Indebtedness, whether at 
stated maturity, by acceleration or otherwise, all amounts owing in respect 
thereof shall first be paid in full, or such payment duly provided for in 
cash or in a manner satisfactory to the holder or holders of such Superior 
Indebtedness, before any payment is made on account of the principal of, or 
interest on, or any amount otherwise owing in respect of, this note.

          (c)  Upon the happening of any default or event of default under 
the documents evidencing the Superior Indebtedness, unless and until such 
default shall have been cured or waived in writing, no payment shall be made 
with respect to this note.

          (d)  (i)    In the event that, notwithstanding the preceding 
provisions, the Company shall make any payment on account of the principal 
of, or interest on, or amounts otherwise owing in respect of, this note, at a 
time when payment is not permitted by said provisions, such payment shall be 
held by the Payee in trust for the benefit of, and shall be paid forthwith 
over and delivered to, the holders of Superior Indebtedness or their 
representative or representatives under the agreements pursuant to which the 
Superior Indebtedness may have been issued, as their respective interests may 
appear, for application pro rate to the payment of all Superior Indebtedness 
remaining unpaid to the extent necessary to pay all Superior Indebtedness in 
full in accordance with terms of such Superior Indebtedness, after giving 
effect to any concurrent payment or distribution to or for the holders of 
Superior Indebtedness.

               (ii)   Anything to the contrary in the section 4(d) 
notwithstanding, if no Superior Indebtedness shall have been accelerated by 
the holder thereof with written notice of such acceleration given by the 
holder or the Company to the Sellers' Representative (as defined in the 
Purchase and Sale Agreement), then on the Maturity Date the principal and 
interest outstanding under this note shall be paid in full and any and all 
payments made pursuant to this subparagraph (ii) shall not be subject in any 
respect or at any time to subparagraph (i) of this paragraph (d).

          (e)  Upon any distribution of assets of the Company upon any 
dissolution, winding up or liquidation of the Company (whether in bankruptcy, 
insolvency or receivership proceedings or upon an assignment for the benefit 
of creditors or otherwise):

               (i)    the holders of all Superior Indebtedness shall first be 
entitled to receive payment in full of all amounts due thereon in cash before 
the Payee is entitled to receive any 

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payment on account of the principal of, or interest on, or any other amount 
owing in respect of, this note;

               (ii)   any payment or distribution of assets of the Company of 
any kind or character, whether in cash, property or securities, to which the 
Payee would be entitled except for the provisions hereof, shall be paid by 
the liquidating trustee or agent or other person making such payment or 
distribution, whether a trustee in bankruptcy, a receiver or liquidating 
trustee or other trustee or agent, directly to the holders of Superior 
Indebtedness or their representative or representatives under the agreements 
pursuant to which the Superior Indebtedness may have been issued, to the 
extent necessary to make payment in full in cash of all Superior Indebtedness 
remaining unpaid, after giving effect to any concurrent payment or 
distribution to the holders of such Superior Indebtedness; and

               (iii)  in the event that, notwithstanding the foregoing 
provisions, any payment or distribution of assets of the Company of any kind 
or character, whether in cash, property or securities, shall be received by 
the Payee on account of principal of, or interest on, or other amounts due 
on, this note before all Superior Indebtedness is paid in cash in full, such 
payment or distribution shall be received and held in trust for and shall be 
paid over to the holders of the Superior Indebtedness remaining unpaid or 
unprovided for or their representative or representatives under the 
agreements pursuant to which the Superior Indebtedness may have been issued, 
for application to the payment of such Superior Indebtedness until all such 
Superior Indebtedness shall have been paid in full in cash, after giving 
effect to any concurrent payment or distribution to the holders of such 
Superior Indebtedness.

          Without in any way modifying the provisions hereof or affecting the 
subordination effected hereby if such notice is not given, the Company shall 
give prompt written notice to the Payee of any dissolution, winding up, 
liquidation or reorganization of the Company (whether in bankruptcy, 
insolvency or receivership proceedings or upon any assignment for the benefit 
of creditors or otherwise).

          (f)  Subject to the prior payment in full of all Superior 
Indebtedness, the Payee shall be subrogated to the rights of the holders of 
Superior Indebtedness to receive payments or distributions of assets of the 
Company applicable to the Superior Indebtedness until all amounts owing on 
this note shall be paid in full, and for the purpose of such subrogation no 
payments or distribution to the holders of the Superior Indebtedness by or on 
behalf of the Company or by or on behalf of the Payee by virtue of the 
provisions hereof which otherwise would have been made to the Payee shall, as 
between the Company, its creditors other than the holders of Superior 
Indebtedness, and the Payee, be deemed to be payment by the Company to or on 
account of the Superior Indebtedness, it being understood that the provisions 
hereof are, and are intended solely for the purpose of, defining the relative 
rights of the Payee, on the one hand, and the holders of the Superior 
Indebtedness, on the other hand.

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          (g)  Nothing contained in this section 4 is intended to or shall 
impair, as between the Company and the Payee, the obligation of the Company 
to pay to the Payee the principal of and interest on this note as and when 
the same shall become due and payable in accordance with its terms, or is 
intended to or shall affect the relative rights of the Payee and creditors of 
the Company other than the holders of the Superior Indebtedness, nor except 
as provided herein shall anything herein prevent the payee from exercising 
all remedies otherwise permitted by applicable law, subject to the rights, if 
any, under the provisions hereof of the holders of Superior Indebtedness in 
respect of cash, property, or securities of the Company received upon the 
exercise of any such remedy.  Upon any distribution of assets of the Company 
referred to in the provisions hereof, the Payee shall be entitled to rely 
upon any order or decree made by any court of competent jurisdiction in which 
such dissolution, winding up, liquidation or reorganization proceedings are 
pending or a certificate of the liquidating trustee or agent or other person 
making any distribution to the Payee, for the purpose of ascertaining the 
persons entitled to participate in such distribution, the holders of the 
Superior Indebtedness and other indebtedness of the Company, the amount 
thereof or payable thereon, the amount or amounts paid or distributed thereon 
and all other facts pertinent thereto or to the provisions hereof.

          (h)  No right of any present or future holders of any Superior 
Indebtedness to enforce subordination as herein provided shall at any time in 
any way be prejudiced or impaired by any act or failure to act on the part of 
the Company or by any act or failure to act in good faith by any such 
holders, or by any noncompliance by the Company with the terms and provisions 
of this note, regardless of any knowledge thereof with which any such holders 
may have or be otherwise charged.  The holders of the Superior Indebtedness 
may, without in any way affecting the obligations of the Payee with respect 
thereto, at any time or from time to time in their absolute discretion, 
change the manner, place or terms of payment of, change or extend the time of 
payment of, or renew, replace or alter, any Superior Indebtedness, or amend, 
modify or supplement any agreement or instrument governing or evidencing such 
Superior Indebtedness or any other document referred to therein, or exercise 
or refrain from exercising any other of their rights under the Superior 
Indebtedness, including, without limitation, the waiver of default thereunder 
and the release of any collateral securing such Superior Indebtedness, all 
without notice to or assent from the Payee.

          (i)  Without in any way modifying the provisions of this section 4 
or affecting the subordination effected hereby if such notice is not given 
(other than section 4(d)), the Company shall give the Payee prompt written 
notice of any maturity or event of default of Superior Indebtedness after 
which such Superior Indebtedness remains unsatisfied.

     5.   If any of the following events (each herein called an "Event of 
Default") shall occur and be continuing:

          (a)  If the Company shall default in the payment (whether or not such
payment is prohibited by the terms of any Superior Indebtedness) of (i) any part
of the principal of or interest on this note when the same shall become due and
payable, whether at maturity or at a date fixed for 

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prepayment or by acceleration or otherwise, and such default in the payment 
of principal or interest shall have continued for two business days; or

          (b)  If the Company shall make an assignment for the benefit of 
creditors or shall admit in writing its inability to pay its debt; or if a 
receiver or trustee shall be appointed for the Company or for substantially 
all of its assets and, if appointed without its consent, such appointment is 
not discharged or stayed within 60 days of appointment, or if proceedings 
under any law relating to bankruptcy, insolvency or the reorganization or 
relief of debtors are instituted by or against the Company and, if contested 
by it, are not dismissed or stayed within 60 days of institution; or if the 
Company takes corporate action in furtherance of any of the foregoing; or

          (c)  If the Company shall default in its obligations under section 
7 and the default shall continue for 30 days after written notice;

then and in each such event the Payee may at any time (unless all Events of 
Default shall theretofore have been remedied) at its, his or her option, but 
subject to the subordination provisions of this note, by written notice to 
the Company, declare this note in writing to be due and payable, whereupon 
the same shall forthwith mature and become due and payable, without 
presentment, demand, protest or notice, all of which are hereby waived.

     6.   Until this note is paid in full, the Company shall provide the 
Payee with quarterly financial statements of the Company and the Buyer 
concurrently with providing such financial statements to the bank or other 
institutional lenders of the Company or the Buyer.

     7.   Until this note is paid in full, neither the Company nor the Buyer 
shall make any distribution or pay any dividend or interest in respect of any 
of its equity or any debt instrument that by its terms is junior and 
subordinated to this note unless and until all accrued interest hereunder has 
been paid or while any default hereunder has occurred and is continuing.  the 
foregoing shall not apply to divided and liquidation payments in respect of:  
(i) up to 10,000 shares of the company's series of cumulative exchangeable 
preferred stock being issued by the Company as of the date of this note; (ii) 
additional shares of said series that are hereafter issued as a stock 
dividend on the shares referred to in (i) above or on any such additional 
shares; and (iii) subject to the next sentence, any shares of said series (or 
any other class or series of preferred stock of the Company) issued by the 
company in exchange for shares in (i) and (ii).  Clause (iii) in the 
preceding sentence is subject to the following conditions; (A) no other 
consideration may be transferred in the exchange; and (B) the aggregate 
dividend and the aggregate liquidation preference of the new shares may be no 
greater than the aggregate dividend and the aggregate liquidation preference 
of the shares being exchanged).  Notwithstanding anything to the contrary in 
this Note, the first sentence of this Section 7 shall not apply to cash 
dividend payments with respect to preferred stock issued by the Company 
subsequent to December 31, 1995.

     8.   In case any one or more Events of Default shall occur and be 
continuing, the Payee, subject to the subordination provisions of this note 
(including without limitation, sections 3 and 4), 

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may proceed to protect and enforce his, her or its rights by an action at 
law, suit in equity or other appropriate proceeding.

     9.   The holder of this note acknowledges and agrees that the Lenders 
have relied upon and will continue to rely upon, and are third-party 
beneficiaries of, the subordination provisions set forth herein in purchasing 
the debt and other securities of the Company and in making loans and 
otherwise extending credit to the Company and the Buyer and any parent or 
successor thereto.

     10.  The Lenders shall not be prejudiced in their right to enforce the 
subordination provisions contained herein in accordance with the terms hereof 
by any act or failure to act on the part of the company, except as provided 
in section 4(d)(ii).

     11.  The subordination provisions contained herein are for the benefit 
of the Lenders and may not be rescinded, canceled, amended or modified in any 
way without the prior written consent thereto of such Lenders as shall then 
be holding Superior Indebtedness.

     12.  Notwithstanding any inconsistent term of this note, no holder of 
this note shall, prior to the Maturity Date, unless the holder hereof is 
entitled to accelerate the indebtedness hereunder, have any right to 
institute any proceeding to enforce any indebtedness evidenced by this note 
or to institute any bankruptcy, insolvency, reorganization or similar 
proceeding with respect to the Company.

     13.  If the entire principal amount is not paid in full on the Maturity 
Date, the remaining unpaid principal shall thereafter bear interest at the 
rate of ten percent (10%) per annum until paid in full.  The provisions of 
this section shall not limit the Payee's right to compel prompt performance 
hereunder or to exercise any other remedy available at law or in equity.

     14.  If the Payee refers this note to an attorney to enforce any 
provision hereof, or as a consequence of any default hereunder, with or 
without the filing of any legal action or proceeding, the Company shall pay 
to the Payee upon demand the amount of all attorneys' fees, costs and other 
expenses incurred by the Payee in connection therewith, with interest thereon 
from the date of demand at the rate applicable to the principal balance of 
this note.

     15.  No delay or omission of the Payee in exercising any right or power 
arising in connection with any default shall be construed as a waiver or, as 
an acquiescence therein, nor shall any single or partial exercise thereof 
preclude any further exercise thereof.  The Payee may, at its option, waive 
any of the conditions herein and no such waiver shall be deemed to be a 
waiver of the Payee's rights hereunder, but rather shall be deemed to have 
been made in pursuance of this note and not in modification thereof.  No 
waiver of any default shall be construed to be a waiver of or acquiescence in 
or consent to any preceding or subsequent default.

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     16.  In case any one or more of the provisions contained in this note 
should be held to be invalid, illegal or unenforceable in any respect, the 
validity, legality and enforceability of the remaining provisions contained 
herein shall not in any way be affected or impaired thereby.

     17.  All notices, requests and demands to or upon the Payee hereof or 
the Company shall be given by personal delivery or by registered or certified 
mail (return receipt requested), postage prepaid, to the parties at the 
following addresses (or at such other address for a party as shall be 
specified by like notice, provided that notices of a change of address shall 
be effective only upon receipt thereof):

               If to the Company, to:

               Renaissance Cosmetics, Inc.
               635 Madison Avenue
               New York, New York  10022
               Attention:  Chief Financial Officer

               with a copy to:

               Edward R. Mandell, Esq.
               Parker Chapin Flattau & Klimpl, LLP
               1211 Avenue of the Americas
               New York, New York  10036

               If to the Payee, to the address set forth above, with a copy to:

               E. Mark Noonan
               Triumph-Connecticut Limited Partnership
               60 State Street
               Boston, Massachusetts  02109

All such notices and other communications shall be deemed given or delivered 
when received, or five days after mailing, whichever occurs first.

     18.  Upon surrender of this note for cancellation by the Payee, the 
Company will, at Payee's expense, reissue one or more notes in denominations 
(but not less than $200,000) requested by Payee, aggregating not more than 
the principal amount of this note, provided that such transfer and issuance 
is, in the Company's reasonable opinion, not in violation of applicable 
federal or state securities law.

     19.  This note shall be governed by and construed in accordance with the 
laws of the State of Connecticut and all disputes arising hereunder or in 
connection therewith shall be heard exclusively in the County of Hartford and 
the parties hereto consent to personal jurisdiction of the 

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courts, state and federal, in such county.  In the event this note is 
transferred by Triumph-Connecticut Limited Partnership, then this note shall 
be governed by and construed in accordance with the laws of the State of New 
York and all disputes arising hereunder or in connection therewith shall be 
heard exclusively in the County of New York and the parties consent to the 
personal jurisdiction of the courts, state and federal in such county as 
aforesaid.

     20.  This note may not be modified, amended or changed except in writing 
signed by both parties hereto.

     21.  This note has been issued in substitution of and to replace four 
promissory notes aggregating $5,000,000 in principal amount, with each note 
dated August 18, 1994 and which notes were issued by the Company under the 
Purchase and Sale Agreement described in Section 2 hereof.

                                       RENAISSANCE COSMETICS, INC.


                                   By:
                                       -------------------------------------
                                        Name:
                                        Title:



Agreed and Accepted:

TRIUMPH-CONNECTICUT LIMITED PARTNERSHIP


By:
   -------------------------------------
     Name:
     Title:


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