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                                                                DATED - 04/04/97

                           FIRST AMENDED AND RESTATED

                              STOCK OPTION PLAN OF 

                           RENAISSANCE COSMETICS, INC.



     1.   PURPOSE.  The purpose of this First Amended and Restated Stock Option
Plan (the "Plan") of Renaissance Cosmetics, Inc., a Delaware corporation (the
"Company"), is to advance the interests of the Company by providing an
additional incentive to attract and retain qualified and competent persons who
provide management or other services or upon whose efforts and judgment the
success of the Company is largely dependent, through the encouragement of stock
ownership in the Company by such persons.

     2.   DEFINITIONS.  As used herein, the following terms shall have the
meaning indicated:

          (a)  "Board" shall mean the Company's Board of Directors.

          (b)  "Code" shall mean the Internal Revenue  Code of 1986, as the same
may be amended from time to time.

          (c)  "Committee" shall mean the stock option committee appointed by
the Board pursuant to Section 13 hereof or, if not appointed, the Board.

          (d)  "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company.

          (e)  "Director" shall mean a member of the Board.

          (f)  "Fair Market Value" of the Common Stock on any date of reference
shall be the Closing Price on the business day immediately preceding such date,
unless the Committee in its sole discretion shall determine otherwise.  For this
purpose, the Closing Price of the Common Stock on any business day shall be (i)
if the Common Stock is listed or admitted for trading on any United States
national securities exchange, or if actual transactions are otherwise reported
on a consolidated transaction reporting system, the last reported sale price of
the Common Stock on such exchange or reporting system, as reported in any
newspaper of general circulation, (ii) if clause (i) is not applicable, if the
Common Stock is quoted on the National Association of Securities Dealers
Automated Quotations System, or any similar system of 

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automated dissemination of quotations of securities prices in common use, the 
mean between the closing high bid and low asked quotations for such day of 
the Common Stock on such system, (iii) if neither of clauses (i) or (ii) is 
applicable, the mean between the high bid and low asked quotations for the 
Common Stock as reported by the National Quotation Bureau, Incorporated or 
other comparable service if at least two securities dealers have inserted 
both bid and asked quotations for the Common Stock on at least 5 of the 10 
preceding days, or (iv) if none of clauses (i), (ii) or (iii) is applicable, 
the fair value of the Common Stock as determined by the Committee.

          (g)  "Option Agreement" means the agreement between the Company and
the Optionee to evidence the grant of an Option in the form attached hereto as
Exhibit A, or such other form of Option as the Committee may from time to time
approve.

          (h)  "Option" shall mean any stock option granted under this Plan.

          (i)  "Optionee" shall mean a person to whom an Option is granted or
any person who succeeds to the rights of such person under this Plan by reason
of the death of such person.

          (j)  "Share(s)" shall mean a share (or shares) of the Common Stock.

     3.   SHARES AND OPTIONS.  Subject to Section 10 hereof, the Company may
grant to Optionees from time to time Options to purchase an aggregate of up to
111,320 Shares of Common Stock (136,320 Shares of Common Stock from and after
February __, 1997).  If any Option shall terminate, expire, or be canceled or
surrendered unexercised as to any Shares, or cease for any reason to be
exercisable, new Options may thereafter be granted covering such Shares. 
Options granted hereunder may be either "Incentive Stock Options" (as defined in
Section 422 of the Code) or "Nonstatutory Stock Options" (I.E., an option that
is not an Incentive Stock Option), as determined by the Committee at the time of
grant and as specified in the applicable Option Agreement.

     4.   DOLLAR LIMITATION FOR INCENTIVE STOCK OPTIONS.  Anything to the
contrary notwithstanding, the Committee shall not grant and no Optionee may
exercise Incentive Stock Options to the extent that the aggregate fair market
value (determined at the time the Option is granted) of the Shares with respect
to which Incentive Stock Options are exercisable for the first time by any
individual during any calendar year (under all plans of the Company and its
parent and subsidiary corporations as defined in Code Section 424) exceeds
$100,000.  Any option (or portion thereof) granted in excess of that amount
shall be treated as a Nonstatutory Stock Option.

     5.   CONDITIONS FOR GRANT OF OPTIONS.

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          (a)  Upon the grant of each Option, the Company and the Optionee shall
enter into an Option Agreement, which shall specify the grant date and the
exercise price and shall include or incorporate by reference the substance of
this Plan and such other provisions not inconsistent with this Plan as the
Committee may determine.  Optionees shall be those persons selected by the
Committee from the class of all regular employees of the Company (including
officers) and all directors (whether or not employees); provided, however, that
no Incentive Stock Option may be granted to a director who is not also an
employee of the Company.

          (b)  In granting Options, the Committee shall take into consideration
the contribution the person has made to the success of the Company and such
other factors as the Committee shall determine.  The Committee shall also have
the authority to consult with and receive recommendations from officers and
other personnel of the Company with regard to these matters.

The Committee may from time to time in granting Options prescribe such other
terms and conditions concerning such Options as it deems appropriate, including,
without limitation, (i) prescribing the date or dates on which the Option
becomes exercisable, (ii) providing that the Option rights accrue or become
exercisable in installments over a period of years, or upon the attainment of
stated goals or both, or (iii) relating an Option to the continued employment of
the Optionee for a specified period of time.

          (c)  The Options granted to Optionees shall be in addition to regular
salaries, pension, life insurance or other benefits related to their employment
or other relationship with the Company.  Neither this Plan nor any Option shall
confer upon any person any right to employment or continuance of employment or
other relationship by the Company.

     6.   EXERCISE PRICE.  The exercise price per Share of any Option shall be
the price determined by the Committee.

     7.   EXERCISE OF OPTIONS.

          (a)  An Option shall be deemed exercised when (i) the Company has
received written notice of such exercise in accordance with the terms of the
Option, (ii) full payment of the aggregate exercise price of the Shares as to
which the Option is exercised has been received by the Company, (iii) the
Optionee has delivered to the Company executed copies of each agreement
(including but not limited to any stockholders agreement and any undertaking or
representation pursuant to applicable securities laws), document or instrument
required to be signed by the Optionee in connection with the issuance of Shares
pursuant to the Option, and (iv) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee's payment to
the Company of the amount that is necessary for the Company to withhold in
accordance with applicable withholding requirements.  To the extent permitted by
the Committee in any Option and in accordance with the terms of the applicable
Option 

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Agreement, the exercise price of any Shares purchased may be paid in whole or 
in part in cash, by certified or official bank check or personal check, by 
money order, by promissory note, with Shares (valued at their Fair Market 
Value on the date the Option is exercised) or by a combination of the above. 
The Company in its sole discretion may, on an individual basis or pursuant to 
a general program established in connection with this Plan, lend money to an 
Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to 
obtain the cash necessary to exercise all or a portion of an Option granted 
hereunder or to pay any tax liability of the Optionee attributable to such 
exercise.  If the exercise price is paid in whole or part with the Optionee's 
promissory note, such note shall, at the Committee's option, (i) provide for 
full recourse to the maker, (ii) be collateralized by the pledge of the 
Shares that the Optionee purchases upon exercise of such Option, (iii) bear 
interest at the prime or equivalent rate of the Company's principal lender or 
such other rate as the Committee shall determine, and (iv) contain such other 
terms as the Committee in its sole discretion shall reasonably require.  No 
Optionee shall be deemed to be a holder of any Shares subject to an Option 
unless and until a stock certificate or certificates for such Shares are 
issued to such person(s) under the terms of this Plan; provided, however, 
that, until such stock certificate is issued, any Optionee using previously 
acquired Shares in payment of all or part of the exercise price of an Option 
shall continue to have the rights of a stockholder with respect to such 
previously acquired Shares.  No adjustment shall be made for dividends 
(ordinary or extraordinary, whether in cash securities or other property) or 
distributions or other rights for which the record date is prior to the date 
such stock certificate is issued, except as expressly provided in Section 10 
hereof.

          (b)  Each Option shall be exercisable during the Optionee's lifetime
only by the Optionee.  As a condition of exercise of any Option, the Committee
may, in its sole discretion, require the Optionee to agree to become bound by,
and a party to, any stockholder agreements affecting the Common Stock, including
but not limited to the stockholders agreement attached to the Option Agreement. 
These agreements will restrict the Optionee's disposition of the Shares, permit
the Company to repurchase the Shares upon certain events and/or require the
Optionee to sell his Shares upon certain events.  These agreements may include,
without limitation, provisions (i) restricting transfers of Shares, (ii)
requiring the Optionee to sell his Shares on the same terms and conditions as
agreed to by a percentage of the Company's stockholders and/or (iii) granting
the Company an option to repurchase the Optionee's Shares upon termination of
the Optionee's employment or association with the Company or upon an involuntary
transfer of such Shares pursuant to divorce, creditors' lien, and other events.

     8.   EXERCISABILITY OF OPTIONS.

          (a)  An Option becomes exercisable in such amounts, at such intervals
and upon such terms as the Committee shall provide in the Option Agreement,
except as otherwise provided in this Section 8,

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          (b)  The expiration date of an Option shall be determined by the
Committee at the time of grant and stated in the Option Agreement, but in no
event shall an Option be exercisable after the expiration of ten years from the
date of grant of the Option.

          (c)  The Committee may, in its sole discretion, accelerate the date 
on which any Option may be exercised.

     9.   TERMINATION OF OPTION PERIOD.

          (a)  The unexercised portion of any Option shall automatically and
without notice terminate and become null and void at the earliest to occur of
the following:

               (i)  the date on which the Optionee's employment is voluntarily
terminated without the written consent of the Company;

               (ii) the date on which the Optionee's employment is terminated
for cause;

               (iii)      60 days after the date of termination of the
Optionee's employment (or, in the case of a nonemployee director, the date the
Optionee ceases to be a director) by reason of death, disability or retirement
of the Optionee or any reason other than as set forth in items (i) and (ii) of
this Section 9(a); or

               (iv) upon the expiration date specified in the Option Agreement,
but in any event no later than ten years after the date of grant of the Option.

          (b)  The Committee, in its sole discretion, may, by giving the 
Optionee written notice (a "Cancellation Notice"), cancel, effective upon the 
date of the consummation of any merger, consolidation, reorganization, 
liquidation or dissolution in which the Company does not survive or sale, 
lease, exchange or other disposition of all or substantially all of the 
property and assets of the Company, any Option that remains unexercised on 
such date.  Any Cancellation Notice shall be given a reasonable period of 
time prior to the proposed date of such cancellation and may be given either 
before or after stockholder approval of such corporate transaction.

     10.  ADJUSTMENT OF SHARES.

          (a)  If at any time while this Plan is in effect or unexercised
Options are outstanding there shall be any increase or decrease in the number of
issued and outstanding Shares through the declaration of a stock dividend or
through any recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:

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               (i)  appropriate adjustment shall be made in the maximum number
of Shares available for grant hereunder, so that the same percentage of the
Company's issued and outstanding Shares shall continue to be subject to being so
optioned; and

               (ii) appropriate adjustment shall be made in the number of Shares
and the exercise price per Share thereof then subject to any outstanding Option,
so that the same percentage of the Company's issued and outstanding Shares shall
remain subject to purchase at the same aggregate exercise price.

          (b)  Subject to the specific terms of any Option, the Committee may
change the terms of outstanding Options, with respect to the exercise price or
the number of Shares subject to the Options, or both, when, in the Committee's
sole discretion, such adjustments become appropriate by reason of a corporate
transaction.

          (c)  The issuance by the Company of Shares of its capital stock of any
class, or securities convertible into Shares of capital stock of any class,
either in connection with a direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon the conversion of Shares or obligations
of the Company convertible into such Shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or exercise price of the Shares then subject to the outstanding Options.

          (d)  Without limiting the generality of the foregoing, the existence
of outstanding Options shall not affect in any manner the right or power of the
Company to make, authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business; (ii) any merger or consolidation of the Company;
(iii) any issue by the Company of debt securities, or preferred or preference
stock that would rank above or equal with the Shares subject to outstanding
Options, (iv) the dissolution or liquidation of the Company; (v) any sale,
transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

     11.  TRANSFERABILITY OF OPTIONS.  No Option shall be transferable by the
Optionee otherwise than by will or the laws of descent and distribution, nor
shall any Option be pledged or in any way encumbered.

     12.  ISSUANCE OF SHARES.  As a condition of exercise of any Option, the 
Committee may require such agreements or undertakings, if any, as the 
Committee may deem necessary or advisable to assure compliance with any such 
law or regulation including, but not limited to, the following:

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          (a)  a representation and warranty by the Optionee to the Company, 
at the time any option is exercised, that he is acquiring the Shares to be 
issued to him for investment and not with a view to, or for sale in 
connection with, the distribution of any such Shares; and

          (b)  a representation, warranty and/or agreement to be bound by any 
legends that are, in the opinion of the Committee, necessary or appropriate 
to comply with the provisions of any securities law deemed by the Committee 
to be applicable to the issuance of the Shares and endorsed upon the Share 
certificates and that any subsequent resale or distribution of the Shares by 
the Optionee will be made only pursuant to a registration statement under the 
Securities Act of 1933 or an exemption from the registration requirements of 
that act and that in claiming the applicability of any such exemption, the 
Optionee shall prior to any offer or sale of the Shares provide the Company 
with a favorable written opinion of counsel, in form and substance 
satisfactory to the Company, as to the applicability of the exemption.

     13.  ADMINISTRATION OF THE PLAN.

          (a)  The Plan shall be administered by a Committee of the Board, 
which shall consist of not less than two Directors. The Committee shall have 
all of the powers of the Board with respect to this Plan.  Any member of the 
Committee may be removed at any time, with or without cause, by resolution of 
the Board and any vacancy occurring in the membership of the Committee may be 
filled by appointment by the Board.  The Committee, from time to time, may 
adopt rules and regulations for carrying out the purposes of this Plan and 
shall have no liability of any kind for any action taken in good faith.

          (b)  Any and all decisions or determinations of the Committee shall 
be made either (i) by a majority vote of the members of the Committee at a 
meeting or (ii) without a meeting by the unanimous written consent of the 
members of the Committee.

     14.  OPTIONS FOR 10% STOCKHOLDERS.  Notwithstanding any other provisions 
of this Plan to the contrary, no Incentive Stock Option shall be granted 
hereunder to any person owning directly or indirectly at the date of grant, 
stock possessing more than 10% of the total combined voting power of all 
classes of stock of the Company (or of its parent or subsidiary corporation 
(as defined in Section 424 of the Code) at the date of grant) unless the 
exercise price of such Option is at least 110% of the Fair Market Value of 
the Shares subject to such Option on the date the Option is granted, and such 
Option by its terms is not exercisable after the expiration of five years 
from the date such Option is granted.

     15.  INTERPRETATION.  This Plan shall be administered and interpreted so 
that all Options granted hereunder as Incentive Stock Options will qualify as 
such under Section 422 of the Code.  If any provision of this Plan should be 
held invalid for the granting of Incentive Stock Options or illegal for any 
reason, such determination shall not affect the remaining provisions hereof, 
but instead this Plan shall be construed and enforced as if such provision 
had never been 

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included herein.  The determinations and the interpretation and construction 
of any provision of this Plan by the Committee shall be final and conclusive. 
This Plan shall be governed by the laws of the state of Delaware. Headings 
contained in this Plan are for convenience only and shall in no manner be 
construed as part of this Plan.  Any reference to the masculine, feminine, or 
neuter gender shall be a reference to such other gender as is appropriate.

     16.  TERM OF PLAN, AMENDMENT AND TERMINATION OF THE PLAN.

          (a)  The Board adopted this Plan for the first time on January __, 
1995 and the Company's stockholders subsequently approved the adoption of the 
Plan.  The Board amended the Plan in April 1995.  The Plan, as so amended, is 
referred to herein as the "Original Plan".  The Original Plan, as amended 
from time to time, became effective on January __, 1995 (the date of its 
adoption by the Board), and shall continue in effect until all Options 
granted hereunder have expired or been exercised, unless sooner terminated 
under the provisions relating thereto.  

          (b)  The Original Plan covered an aggregate of up to 111,320 Shares 
of Common Stock.  On February 6, 1997, the Board adopted an amendment to the 
Original Plan to increase the number of Shares of Common Stock subject to the 
Plan to an aggregate of up to 136,320 and instructed Company's legal counsel 
to prepare the First Amended and Restated Stock Option Plan to reflect such 
amendment and such other changes as were necessary or desirable in connection 
therewith to effect such amendment (the "Restated Plan").  The Board intends 
to submit the Restated Plan to the Company's stockholders for approval at the 
first regularly scheduled or special meeting of Company stockholders to be 
held on or before February 6, 1998.  Options may be granted covering in 
excess 111,320 Shares of Common Stock (up to an aggregate of 136,320 Shares 
of Common Stock) prior to the stockholders approving the Restated Plan 
("Excess Options"), but such Excess Options shall be contingent upon such 
stockholder approval being obtained and may not be exercised prior to such 
approval, provided that the date of grant of any Options granted hereunder 
shall be determined as if the Restated Plan had not been subject to such 
approval.  

          (c)  All references herein to the Plan prior to February 6, 1997, 
shall mean the Original Plan.  All references herein to the Plan on and after 
February 6, 1997, shall mean the Restated Plan, as amended from time to time. 

          (d)  The Board may from time to time amend this Plan or any Option; 
PROVIDED, HOWEVER, that, except to the extent provided in Section 10, no such 
amendment may (i) without approval by the Company's stockholders, increase 
the number of Shares covered by this Plan (i.e., reserved for the grant of 
Options hereunder) or change the class of persons eligible to receive 
Options, or involve any other change or modification requiring stockholder 
approval pursuant to Rule 16b-3 promulgated under the Securities Exchange Act 
of 1934, but only if and to the extent such section is applicable, 
(ii) permit the granting of Options that expire 

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beyond the maximum ten-year period described in Section 8(a), or (iii) extend 
the termination date of this Plan as set forth in Section 16(a); and, 
PROVIDED, FURTHER, that, except to the extent specifically provided otherwise 
in Section 9, no amendment of this Plan or any Option issued hereunder shall 
materially impair any Option previously granted to any Optionee without the 
consent of such Optionee.

          (e)  The Board may at any time terminate or suspend this Plan.  Any 
such termination or suspension shall not affect Options already granted and 
such Options shall remain in full force and effect as if this Plan had not 
been terminated or suspended.  No Option may be granted while this Plan is 
suspended or after it is terminated.  The rights and obligations under any 
Option granted to any Optionee while this Plan is in effect shall not be 
altered or impaired by the suspension or termination of this Plan without the 
consent of such Optionee.

     17.  RESERVATION OF SHARES.  The Company, during the term of this Plan, 
will at all times reserve and keep available a number of Shares as shall be 
sufficient to satisfy the requirements of this Plan.

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