EMPLOYMENT AGREEMENT


     AGREEMENT,  dated as of  September 8, 1997 by and between  Carson  Products
Company,   a  Georgia   Corporation  (the   "Company"),   and  Donald  N.  Riley
("Executive").

WITNESSETH:

     WHEREAS,  the Company  wishes to retain the services of Executive  from and
after the date of the execution of this Agreement (the  "Execution  Date"),  and
Executive  wishes to be employed in the  services of the Company  from and after
the Execution Date, on the terms and conditions hereinafter set forth;

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

     1. Term of Covered Employment.  The term of Executive's  employment covered
under this  Agreement (the "Term of Covered  Employment")  shall commence on the
Execution Date and shall end on the third anniversary of the Execution Date (the
"Expiration Date"), unless terminated earlier under Section 4.

     2. Employment and Duties.  Subject to the terms and conditions  hereinafter
set forth,  during the Term of Covered  Employment,  the  Company  shall  employ
Executive and Executive shall serve, as Senior Vice President-Operations.

     In such capacity,  Executive shall perform the duties and  responsibilities
assigned by the Company,  and such  performance  shall be Executive's  principal
activity to which he shall devote substantially all his working hours. Executive
shall report to the Chairman and Chief Executive Officer of the Company.

     3. Compensation and Benefits.

     3.1  Compensation.  For all  services  to be  rendered  during  the Term of
Covered Employment,  the Company shall pay Executive a salary ("Base Salary") of
$125,000 per annum,  payable  bi-weekly  in arrears.  The  executive  shall also
receive a one-time  signing bonus in the amount of $10,000.  The executive shall
be eligible for a  performance  review on the  anniversaries  of the date of the
execution of this  agreement if the Executive is employed by the Company on such
dates. In addition,  the Executive shall receive stock options to acquire 25,000
shares of Class A Common  Stock of Carson,  Inc. at the per share price equal to
the closing price on August 7, 1997, as reported on the consolidated transaction
reporting  system for the New York Stock Exchange.  The options,  which shall be
granted at the  execution of this  employment  agreement,  shall be  exercisable
one-third  (1/3) on each of the  first  three  anniversaries  of the date of the
execution  of this  agreement  if  Executive  is employed by the Company on such
dates.  In addition,  for each fiscal year of the Company ending within the Term
of Covered Employment, Executive shall receive a (pro-rated for 1997) bonus (the
"Bonus") in an amount  equal to (i) thirty  percent  (30%) of Base Salary if the
"base case"  objectives  (but not the  "anticipated  case"  objectives) for such
fiscal year as specified by the Board, or a committee  thereof are achieved,  or
(ii) fifty percent (50%) of Base Salary if the "anticipated case" objectives for
such fiscal year as specified by the Board, or a committee thereof, are met. The
objectives  utilized in determining the Bonus shall be net revenue  growth,  net
income,  earnings per share and/or  stock price  growth,  such as defined by the
Board (or a committee  thereof) in its sole discretion.  A lesser  percentage of
Base Salary may be paid  hereunder if one or more,  but not all, of the targeted
objectives are met. The value of the Bonus,  if any, shall be paid seventy- five
percent (75%) in a single lump sum cash payment and twenty-five percent (25%) in
shares of restricted stock of Carson,  Inc. If the "anticipated case" objectives
are met, the value of the Bonus,  if any, shall be paid fifty percent (50%) in a
single lump sum cash  payment and fifty  percent  (50%) in shares of  restricted
stock of Carson,  Inc. Such restricted stock shall vest as to one-third (1/3) of
the aggregate number of shares delivered to Executive on each of the first three
anniversaries  of the date of payment of the Bonus if  Executive  is employed by
the Company on such dates.  The Bonus shall be paid no later than 120 days after
the end of the fiscal year for which the applicable objectives have been met.

     3.2  Pension  and  Welfare  Plans.  During the Term of Covered  Employment,
Executive shall also be eligible to participate in any pension and welfare plans
maintained  by the  Company for its  employees,  except  profit-sharing  and the
Christmas bonus plan, subject to the requirements of applicable law.

     3.3 Fringe Benefits.

     (a) Automobile. Executive shall be entitled to an automobile allowance from
the  Company  of $500 for each  month  during  the Term of  Covered  Employment.
Executive  shall be solely  responsible  for all  maintenance,  repair and other
expenses with respect to such automobile.

     (b) Relocation  Expenses/Allowance.  The Company shall reimburse  Executive
for all  expenses  incurred by him in  relocating  to  Savannah,  Georgia or its
vicinity.  The company  shall  reimburse  Executive for all travel and temporary
lodging expenses  incurred,  including  spouse-  accompanied  trips to Savannah,
Georgia to secure his permanent residence in Savannah,  Georgia or its vicinity.
In  addition,  the  Company  shall pay  Executive  100% of final  closing  costs
associated  with  purchase of  residence  in Savannah or its  vicinity,  100% of
moving expenses,  and the real estate commision associated with the sale of your
primary residence in Little Rock, Arkansas.

     (c) Other Fringe Benefits. During the Term of Covered Employment, Executive
shall receive any other fringe benefits generally provided by the Company to its
employees.

     4. Termination of Employment.  Notwithstanding  any other provision of this
Agreement, but subject to the notice provisions contained in this Section 4, the
Company  retains the right to terminate  Executive's  employment,  and Executive
retains the right to resign from  employment  with the Company,  at any time and
for any reason.

     4.1 Termination for Cause. The Company may terminate Executive's employment
with the Company for "Cause" (as hereinafter defined) in the manner specified in
this Section 4.1. In the event that on or after the Execution  Date and prior to
the Expiration  Date, the Company  terminates  Executive's  employment  with the
Company for Cause, the Term of Covered  Employment shall end on the date of such
termination  (which shall be the date specified in the notice  described in this
Section 4.1) and  Executive  shall be entitled only to any unpaid amount of Base
Salary for his employment with the Company  throughout and including the date of
such termination.  In any event,  Executive shall not be entitled to receive any
amount of Base  Salary  with  respect to any period  following  the date of such
termination,  or any  portion of the Bonus for the fiscal year of the Company in
which such date of termination occurs.

     For purposes of this Agreement,  termination for "cause" means  termination
by the Company due to  Executive's  gross  dereliction  of his duties under this
Agreement, including, without limitation, his refusal to follow or gross neglect
of the  directions  of the Chief  Executive  Officer of the Company or any other
executive  of the Company  senior to  Executive,  or any willful  misconduct  by
Executive  that is  materially  injurious to the Company,  or the  indictment of
Executive for a felony involving moral turpitude.

     To terminate  Executive for Cause,  the Company shall give a written notice
of such termination to Executive  ("Notice of  Termination"),  and shall specify
the date of such termination,  which shall not be earlier than the date on which
such notice is given to  Executive.  Such notice  shall be given to Executive no
later than 10 days after actual knowledge of the events or  circumstances  which
purportedly  constitute  Cause  for such  termination,  and  shall  specify  the
particular  act or acts,  or failure to act,  or other  events or  circumstances
constituting   Cause  for  such  termination.   Executive  shall  be  given  the
opportunity  within 30 days after receiving such notice to explain why Cause for
such  termination  does not exist.  Within 15 days  after any such  explanation,
Executive will be given the final decision  regarding  whether Cause exists.  If
the final decision is that Cause exists, Executive's employment with the Company
shall be terminated under this Section4.1  pursuant to the notice of Termination
as of the date of termination specified in such Notice. If the final decision is
that Cause does not exist,  Executive's employment with the Company shall not be
terminated under this Section 4.1.

     4.2  Resignation.  Executive may resign from employment with the Company by
giving the  Company  written  notice of such  resignation,  which  notice  shall
specify the date of  resignation,  which shall not be earlier than 30 days after
the  date  such  written  notice  is  given  to the  Company.  In the  event  of
Executive's  resignation  on or after the Execution and prior to the  Expiration
Date, the Term of Covered  Employment shall end on the date of resignation which
shall be the date specified in Executive's notice of resignation), and Executive
shall be entitled  only to any unpaid  amount of Base Salary for his  employment
with the Company through and including such date of resignation. Executive shall
not be entitled to receive any amount of Base Salary with  respect to any period
following such date of  resignation,  or any portion of the bonus for the fiscal
year of the Company in which such date of resignation occurs.


     4.3 Termination Other Than For Cause. The Company may terminate Executive's
employment  with the Company  other than for Cause by giving  Executive  written
notice  of  such  termination,  which  notice  shall  specify  the  date of such
termination,  which shall not be earlier than 30 days after such written  notice
is given to  Executive.  In the event  that on or after the  Execution  Date and
prior  to the  Expiration  Date  Executive's  employment  with  the  Company  is
terminated by the Company other than for Cause,  the Term of Covered  Employment
shall end upon such  specified  date of  termination  and the Company  shall pay
Executive, within 15 days after such date of termination, an additional lump sum
amount equal to 150% of one year's Base Salary.  Executive shall not be eligible
to participate  in any of the Company's  employee  benefit plans  following such
date of termination of employment, except as may be required by applicable law.

     4.4  Termination  Due to Death or  Disability.  The Company  may  terminate
Executive's  employment  with the Company due to  "Disability",  as  hereinafter
defined,  by giving Executive written notice of such  termination,  which notice
shall specify the date of such  termination,  which shall not be earlier than 30
days  after  such  written  notice  is given to  Executive.  If on or after  the
Execution Date and prior to the Expiration Date Executive's  employment with the
Company is  terminated  due to  Disability,  or if during such period  Executive
dies,  the Term of  Covered  Employment  shall end upon such  specified  date of
termination  or  date  of  death,  as  applicable,  and the  Company  shall  pay
Executive,  or his  beneficiary  of estate,  as the case may be,  within 15 days
after such date of termination or death,  an additional lump sum amount equal to
150% of one year's Base Salary.

     For purposes of this Agreement, "Disability" means Executive's inability to
perform his duties under this Agreement for a period of at least six consecutive
months  because of  medically  determinable  physical or mental  impairment,  as
determined by a physician  mutually  agreeable to Executive and the Company.  If
Executive  and the Company are unable to agree on such a  physician,  each shall
appoint one physician and those two physicians  shall appoint a third  physician
who shall make such a determination.

     5.  Non-Competition;  Non-Solicitation.  While Executive is employed by the
Company (including any period of such employment following the expiration of the
Term of  Covered  Employment),  and  during  the  period in which  Executive  is
receiving payments of Base Salary from the Company (regardless of whether or not
Executive  is then  employed by the  Company),  Executive  shall not directly or
indirectly (i) own, manage, operate, represent, promote, consult for, control or
participate in the ownership, operation,  acquisition or management of any other
business  which  manufactures  and/or  distributes  ethnic hair care products or
cosmetics,  (ii)  solicit  (other  than on behalf of the  Company  or any of its
affiliates), divert or take away the business of any customers of the Company or
any of its affiliates, or any prospective customers of the Company or any of its
affiliates  whose  business  the  Company or any of its  affiliates  is actively
soliciting,  or has actively solicited,  during Executive's  employment with the
Company with whom Executive had any material personal contact,  or (iii) solicit
or induce any employee of the Company or any of its affiliates to terminate such
employee's  employment  with the  Company  or such  affiliate.  It is  expressly
acknowledged  that a breach of this covenant may result in  irreparable  harm to
the Company for which there is no adequate remedy at law and that, therefore, in
the event of such a breach,  the Company shall be entitled to obtain  injunctive
relief  restraining  Executive  from engaging in  activities  prohibited by this
Section 5 or any other  relief as may be required to  specifically  enforce this
covenant.

     6.  Confidentiality.  While  employed  by the  Company  and  at  all  times
thereafter,  Executive shall maintain the  confidentiality of all information of
and relating to, and all material of, the Company and its  affiliates  that have
not been  made  available  to the  public  (other  than by reason of a breach by
Executive of his  obligations  under this Section 6) and shall not,  without the
Company's  prior  written  permission,  disclose  to any  person  outside of the
Company and its affiliates any such  information or material.  Without  limiting
the foregoing  sentence,  such  information  and material shall include  pricing
plans  and  price  policies,  business  plans,  sales  forecasts,  research  and
development,  formulas,  procedures  and the identity of customers and suppliers
and the terms upon which the Company or any of its  affiliates  deals with them.
Upon  termination of employment with the Company,  Executive shall return to the
Company all property in his possession,  whether or not containing  confidential
information,  including  but not limited to originals  and copies of any written
documents, drawings and reports, diskettes and other storage media, belonging to
the Company or any of its  affiliates or received from the Company or any of its
affiliates.  It is  expressly  acknowledged  that a breach of this  covenant may
result in irreparable  harm to the Company for which there is no adequate remedy
at law and that, therefore,  in the event of such a breach, the Company shall be
entitled to obtain  injunctive  relief  restraining  Executive  from engaging in
activities  prohibited  by this Section 6 or any other relief as may be required
to specifically enforce this covenant.

     7. Notices. All notices and other communications under this Agreement shall
be in writing and shall be given by hand  delivery to the party  receiving  such
notice  or  by  certified  mail,  return  receipt  requested,  postage  prepaid,
addressed as follows:

                  If to Executive:
                  Mr. Donald N. Riley



                  If to the Company:
                  Carson Products Company
                  64 Ross Road
                  Savannah, Georgia 31405
                  Attention: Chairman and Chief Executive Officer

     or to such other address as either party shall have  furnished to the other
party in writing as the address to send future  notices  and  communications  in
accordance  herewith.  Any notice or  communication  shall be deemed  given when
actually received by the party who is its intended recipient.

     8.  Severability.  If any provision of this Agreement is held to be invalid
under  applicable law, such provision shall be ineffective only to the extent of
such  invalidity,  and the  remaining  provisions  of this  Agreement  shall  be
unimpaired.

     9. Waivers. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of such provision, or as a waiver of any other provision of this Agreement.

     10.  Assignability.  The  Company  may assign  its  rights and  obligations
hereunder  to  any of  its  affiliates,  or to  any  successor  of the  Company.
Executive  may not assign any of his rights,  duties,  obligations  or interests
hereunder to any other person without the prior express  written  consent of the
Board of Directors of the Company.

     11. Entire Agreement.  This instrument contains the entire agreement of the
parties  with  respect to, and  supersedes  all prior  agreements  relating  to,
Executive's employment with the Company.

     12.  Governing Law. This Agreement  shall be governed by, and construed and
enforced under, the laws of the State of Georgia.

     13.  Effectiveness  of  Agreement.  This  Agreement  shall  be  and  become
effective as of the Execution Date.

                 IN WITNESS WHEREOF, the parties have executed this Agreement as
                 of the date first written above.

                 Carson Products Company

                 By:________________________
                       Leroy Keith
                       Chairman and CEO

                  ___________________________
                  Mr. Donald N. Riley