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                                                                Exhibit 10.81


                             WAIVER AND AMENDMENT
                                       

          WAIVER AND AMENDMENT, dated as of March 31, 1998, among Dana 
Perfumes Corp. ("BORROWER"), the other Credit Parties party to the Credit 
Agreement referred to below, General Electric Capital Corporation, for 
itself, as Lender, and as Agent for Lenders, and the other Lenders party to 
the Credit Agreement.

                             W I T N E S S E T H:

          WHEREAS, Borrower, the other Credit Parties, Agent and Lenders are 
parties to that certain Credit Agreement dated as of March 12, 1997 (as from 
time to time amended, restated, supplemented or otherwise modified, the 
"CREDIT AGREEMENT", and unless the context otherwise requires or unless 
otherwise defined herein, capitalized terms used herein shall have the 
meanings assigned to them in the Credit Agreement); and

          WHEREAS, the Events of Default specified on SCHEDULE A attached 
hereto are expected to occur and continue (the "EXPECTED EVENTS OF DEFAULT"); 
and

          WHEREAS, Borrower has requested that Agent and Lenders waive the 
Expected Events of Default and amend the Loan Documents as hereinafter set 
forth; and

          WHEREAS, Agent and Lenders have agreed to waive the Expected Events 
of Default and amend the Loan Documents on the terms and subject to the 
conditions as hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises and mutual 
covenants contained herein, the parties hereto hereby agree as follows:

          SECTION 1.  WAIVER.  Agent and Lenders hereby waive the Expected 
Events of Default effective as of the Effective Date (as defined herein), 
except that such waiver shall not constitute a waiver of the Expected Events 
of Default for purposes of Section 6.14 of the Credit Agreement (Restricted 
Payments) until July 31, 1998, whether or not Borrower is in compliance with 
any of the financial covenants set forth the Credit Agreement that are tested 
after the date hereof.

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          SECTION 2.  AMENDMENTS.  The Credit Agreement is hereby amended 
effective on the Effective Date, as follows:

          (a) MINIMUM EBITDA.  Paragraph (b) of ANNEX G to the Credit 
Agreement is amended by deleting "$4,400,000" as the amount of minimum EBITDA 
for the 12-month period ended on the Fiscal Quarter ending March 31, 1998, 
and substituting therefor the amount of "($14,100,000)".

          (b) LOANS AND ADVANCES TO PLEDGED ENTITIES.  Notwithstanding CLAUSE 
(H) of Section 6.2 of the Credit Agreement, from and after the Effective Date 
and until June 30, 1998, the limitation of "$5,000,000" specified in CLAUSE 
(H) of Section 6.2 of the Credit Agreement shall be increased to "$8,000,000".

          SECTION 3.  FEES.  In consideration of the waivers and amendments 
herein, Borrower shall pay to Agent an aggregate fee of $500,000, to be 
divided among the Lenders executing this Waiver and Amendment based on their 
Pro Rata Share (the "Amendment Fee").  The Amendment Fee shall be paid as 
follows: (A) $100,000 on the Effective Date (the "Current Amendment Fee") and 
(B) $400,000 on July 31, 1998 (the "Deferred Amendment Fee").  In addition, 
Borrower shall pay interest in cash with respect to the Deferred Amendment 
Fee to Agent for the ratable benefit of Lenders executing this Waiver and 
Amendment in arrears on each Interest Payment Date commencing on the first 
such date after the Effective Date, at a rate equal to the Index Rate plus 
2.00% per annum, calculated on a basis of a 360 day year for the actual 
number of days occurring in the period for which such interest is payable, 
and based on the amount of the Deferred Amendment Fee unpaid.  Borrower 
acknowledges that the Deferred Amendment Fee and any interest thereon shall 
constitute Obligations under the Credit Agreement.

          SECTION 4.  REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES.  
The Credit Parties represent and warrant to Agent and each Lender as follows:

          (a) The execution, delivery and performance by each Credit Party of 
this Waiver and Amendment (and each of the other documents to be executed by 
such Person pursuant hereto) and the creation of all Liens provided for 
herein: (1) are within such Person's corporate power; (2) have been duly 
authorized by all necessary or proper corporate and shareholder action; (3) 
do not contravene any provision of such Person's charter or bylaws; (4) do 
not violate any law or regulation, or any order or decree of any Governmental 
Authority; (5) do not conflict with or result in the breach or termination 
of, constitute a default under or accelerate or permit the acceleration of 
any performance required by, any indenture, mortgage, deed of trust, lease, 
agreement or other instrument to which such Person is a party or by which 
such Person or any of 

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its property is bound; (6) do not result in the creation or imposition of any 
Lien upon any of the property of such Person other than those in favor of 
Agent, on behalf of itself and Lenders, pursuant to the Loan Documents; and 
(7) do not require the consent or approval of any Governmental Authority or 
any other Person.

          (b) This Waiver and Amendment and the other documents to be 
executed and delivered by the Credit Parties have been duly executed and 
delivered by each Credit Party and this Waiver and Amendment and the Loan 
Documents as amended hereby constitute the legal, valid and binding 
obligation of such Credit Party enforceable against it in accordance with 
their terms.

          (c) After giving effect to the waivers and amendments contained in 
this Waiver and Amendment, each of the representations and warranties of the 
Credit Parties contained in the Credit Agreement and each of the other Loan 
Documents shall be true and correct on and as of the Effective Date as if 
made on such date, except to the extent any such representation or warranty 
expressly relates to an earlier date and except for changes therein expressly 
permitted or expressly contemplated by such agreements.

          (d) After giving effect to the waivers and amendments contained in 
this Waiver and Amendment, no Default or Event of Default shall be continuing 
except with regard to Section 6.14 of the Credit Agreement as contemplated by 
Section 1 of the Waiver, Amendment and Consent, dated as of February 17, 
1998, among the parties hereto.

          SECTION 5.  CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS 
WAIVER AND AMENDMENT.  This Waiver and Amendment shall become effective as of 
the first date on which each of the following conditions shall have been 
satisfied or provided for in a manner satisfactory to Agent, or waived by 
Agent and Requisite Lenders (such date is referred to herein as the 
"Effective Date"):

          (a) Agent shall have executed this Waiver and Amendment.

          (b) Agent shall have received, in form and substance satisfactory 
to Agent, this Waiver and Amendment, duly executed and delivered by Borrower, 
the other Credit Parties and Requisite Lenders.

          (c) Agent on behalf of Lenders executing this Waiver and Amendment 
shall have received the Current Amendment Fee.

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          SECTION 6.  REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.  (a) On 
and after the Effective Date, each reference in the Loan Documents to "this 
Agreement", "herein", "hereof", "hereunder" or words of similar import, shall 
mean and be a reference to such Loan Document as amended hereby. 

          (b) Except as specifically amended above, the Credit Agreement, the 
Notes and all other Loan Documents shall remain in full force and effect and 
are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Waiver and 
Amendment shall not, except as expressly provided herein, operate as a waiver 
of any right, power or remedy of Lenders under any of the Loan Documents, nor 
constitute a waiver of any provision of any of the Loan Documents.

          SECTION 7. FEES AND EXPENSES.  Borrower agrees to reimburse Agent 
for all reasonable out-of-pocket fees, costs and expenses, including the 
reasonable fees, costs and expenses of counsel or other advisors in 
connection with the preparation, execution, and delivery of this Waiver and 
Amendment.

          SECTION 8.  GOVERNING LAW.  THIS WAIVER AND AMENDMENT AND THE 
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND 
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO 
CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE 
UNITED STATES OF AMERICA.

          SECTION 9.  SECTION TITLES.  Section titles contained in this 
Waiver and Amendment are and shall be without substantive meaning or content 
of any kind whatsoever and are not a part of the agreement between the 
parties hereto.

          SECTION 10.  COUNTERPARTS.  This Waiver and Amendment may be 
executed in any number of separate counterparts, each of which shall 
collectively and separately constitute one agreement.


                               [Signature Pages Follow]


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          IN WITNESS WHEREOF, this Waiver and Amendment has been duly 
executed as of the date first written above.

                                   DANA PERFUMES CORP.
                   
                   
                                   By: 
                                       --------------------------------
                                       Name:  
                                       Title:  
                   
                                     Other Credit Parties:
                   
                                   RENAISSANCE COSMETICS, INC.
                                   COSMAR CORPORATION
                                   RCI CHINA, INC.
                                   GREAT AMERICAN COSMETICS, INC.
                                   HOUBIGANT (1995) LIMITED
                                   MEM COMPANY, INC.
                                   TINKERBELL, INC.
                                      (F/K/A MARTON FRERES, INC.)
                                   RENAISSANCE INTERNATIONAL
                                      EXPORT, INC.
                   
                   
                                   By: 
                                       --------------------------------
                                       Name:  
                                       Title:  



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                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                       as Agent and Lender
                   
                   
                                   By:
                                       ------------------------------------
                                       Name:  
                                       Title: Duly Authorized Signatory
                   
                   
                                   NATIONAL CITY COMMERCIAL FINANCE, INC.,
                                       as Lender
                   
                   
                                   By:
                                       ------------------------------------
                                       Name:  
                                       Title: 
                   
                   
                                   PNC BANK, N.A.,
                                      as Lender
                   
                   
                                   By:
                                       ------------------------------------
                                       Name:  
                                       Title: 
 



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                                                                    SCHEDULE A



                        EXPECTED EVENTS OF DEFAULT


Events of Default under Section 8.1(b) of the Credit Agreement arising as a 
result of Borrower's failure to comply with (i) the Maximum Leverage Ratio 
Financial Covenant at the end of the Fiscal Quarter ending March 31, 1998, 
and (ii) the Minimum Interest Coverage Ratio Financial Covenant for the 
12-month period ended on the Fiscal Quarter ending March 31, 1998, as set 
forth in paragraphs (c) and (d) of ANNEX G to the Credit Agreement, 
respectively.



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