AGREEMENT




                              entered into between




                      CARSON PRODUCTS (PROPRIETARY) LIMITED

                         (Registration No. 93/02698107)





                                       and





                      A & J COSMETICS (PROPRIETARY) LIMITED

                         (Registration No. 97/02712/07)





                                       and





                                 ALLAN TOWNSEND

                         (Identity No. 490313 5089 00 2)




                                        1

 
<PAGE>

                                            TABLE OF CONTENTS


CLAUSE   DESCRIPTION                                              PAGE
No.


1.       INTERPRETATION AND PRELIMINARY.............................1

2.       RESOLUTIVE CONDITION.......................................6

3.       MANAGEMENT CONTROL.........................................7

4.       SALE OF THE BUSINESS.......................................8

5.       PURCHASE PRICE.............................................9

6.       PAYMENT OF THE PURCHASE PRICE..............................9

7.       CALCULATION OF THE ADJUSTMENT AMOUNT......................10

8.       PURCHASER'S GUARANTEE.....................................13

9.       STOCKTAKING...............................................14

10.      EMPLOYEES.................................................14

11.      SECTION 34 ADVERTISEMENT..................................15

12.      DELIVERY..................................................15

13.      THE DEBTS.................................................16

14.      WARRANTIES................................................16

15.      AGREEMENTS OF LEASE.......................................18

16.      TOWNSEND SERVICE AGREEMENT................................18

17.      DEED OF SURETYSHIP........................................18

18.      INDEMNITY.................................................18

19.      PRODUCT RETURNS...........................................19

20.      TRADE MARKS AND PRODUCT FORMULATIONS......................19

21.      RESTRAINT.................................................19

22.      AGENT'S COMMISSION........................................22

23.      PRESS ANNOUNCEMENTS.......................................22

24.      THE KNOW-HOW..............................................22

25.      CONFIDENTIAL INFORMATION..................................22

26.      DOMICILIUM CITANDI ET EXECUTANDI..........................23

27.      BREACH....................................................24

28.      WHOLE AGREEMENT, NO AMENDMENT.............................25

29.      COSTS.....................................................25

30.      VALUE-ADDED TAX...........................................25

31.      JOINT AND SEVERAL LIABILITY OF TOWNSEND AND THE SELLER....26

ANNEXURE A - DESIGNATED FIXED ASSETS

ANNEXURE B - PRODUCTS

ANNEXURE C - PRODUCT FORMULATIONS

ANNEXURE D - INDICITIVE INCOME STATEMENTS REFLECTING PROFITS

ANNEXURE E - TRADEMARKS

ANNEXURE F - SALES AND PROFIT BUDGET

ANNEXURE G - SPECIFIED EMPLOYEES

ANNEXURE~H - TERMS OF HIRE OF LEASE PREMISES

ANNEXURE~I - TOWNSEND SERVICE AGREEMENT

 



                                                   i

 
<PAGE>

WHEREBY IT IS AGREED AS FOLLOWS




1.       INTERPRETATION AND PRELIMINARY

The headings of the clauses in this agreement are for the purpose of convenience
and reference only and shall not be used in the interpretation of nor modify nor
amplify the terms of this  agreement  nor any clause  hereof.  Unless a contrary
intention clearly appears~-
     1.1. words importing -
     1.1.1. any one gender include the other two genders;
     1.1.2. the singular  include the plural and vice versa; and 
     1.1.3.   natural   persons   include   created   entities   incorporate  or
unincorporate) and the state and vice versa;
     1.2. the following terms shall have the meanings assigned to them hereunder
and cognate expressions shall have corresponding meanings, namely -
     1.2.1.  "ad valorem" means, in the context of the calculation of profits in
terms of the  agreement,  the ad valorem as  calculated  on the value of invoice
sales;
     1.2.2. "the Act" means the Companies Act 61 of 1973;
     1.2.3.  "adjustment  amount"  means the amount to be calculated in terms of
clause 7 below;
     1.2.4.  "business"  means  the  business  of  the  manufacture,   marketing
distribution of the products,  presently conducted by the seller under the name,
as more fully described in clause 4;
     1.2.5.  "debts"  means the claims  against  trade debtors in respect of the
business on the effective date;
     1.2.6.  "designated  date"  means  the  date of  issue  by the  purchaser's
auditors  of the  specified  certificate  referred  to in clause 2.2 below which
reflects the fulfillment of the resolutive condition;
     1.2.7.  "designated  fixed  assets"  means those fixed assets  reflected in
Annexure A hereto;
     1.2.8. "effective date" means 27 October 1997;
     1.2.9. "fixed assets" means all plant,  equipment and the fixed assets used
in connection  with and comprising  part of the business  including at least the
designated fixed assets;
     1.2.10.  "invoiced  sales"  means  the  invoiced  sales of  products  after
deducting (to the extent that they may have been included in  aforegoing)  trade
and cash discounts,  ad valorem  duties,  value-added tax or any refunds made in
respect of products;
     1.2.11.  "know-how" means the know-how relating to the manufacturing of the
products and the product formulations;
     1.2.12.  "premises"  means the leased  premises  at which the  business  is
carried on, being the factory  premises  situate at 86 Wolhuter  Street,  Jeppe,
Johannesburg;
     1.2.13.  "prime rate" means the basic rate of interest  per annum  publicly
quoted by THE STANDARD BANK OF SOUTH AFRICA  LIMITED ("the Bank") as the rate at
which the Bank lends on overdraft, compounded monthly in arrears, and calculated
on a 365 (three hundred and sixty five) day year factor, irrespective of whether
or not the year is a leap  year,  as  reflected  in a  certificate  issued  by a
manager of the Bank (whose  appointment  and authority shall not be necessary to
prove);
     1.2.14.  "products" means the toiletry  products as more fully described in
Annexure~B;
     1.2.15.  "product  formulations" means the formulations and methods for the
manufacture  of the  products,  certain  of which are more  fully  described  in
Annexure~C;
     1.2.16. "profits" means :-
     a)   in respect of clause 2 below,  the net profits of the business  during
          the  specified  period  after  deduction of all costs and expenses and
          after deducting therefrom tax at an imputed rate equal to the standard
          rate of taxation  applicable  to companies  as at 31 December  1997 as
          prescribed  pursuant  to the  provisions  of the Income Tax Act (58 of
          1962, as amended),  provided that - * depreciation  over the specified
          period  shall be  effected  at an agreed  value of R20 500,00  (twenty
          thousand five hundred rand) per month; and * no expenses  attributable
          to the sale of the business of whatsoever  nature  (whether  direct or
          indirect)  shall be categorised as an expense of the business over the
          specified  period and any such  expenditure  shall be ignored  for the
          purposes of the profit calculation;
     b)   in the context of clause 7, the net profits of the business during the
          adjustment  period after deduction of all costs and expenses and after
          deducting  therefrom tax at an imputed rate equal to the standard rate
          of  taxation  applicable  to  companies  as at  31  December  1998  as
          prescribed  pursuant to the Income Tax Act (58 of 1962, as amended) to
          be  calculated  subject  to the  provisions  of  clause  7.5.3  below.
          Attached  hereto marked  Annexure D are indicative  income  statements
          reflecting the factors to be taken into account in determining profits
          of the purposes of this agreement;
     1.2.17. "purchaser" means CARSON PRODUCTS (PROPRIETARY) LIMITED;
     1.2.18.  "resolutive condition" means the resolutive condition contemplated
in clause 2 below;
     1.2.19. "seller" means A & J COSMETICS (PROPRIETARY) LIMITED;
     1.2.20.  "specified  period"  means the period  commencing on the effective
date and ending on 31 December 1997 (both days inclusive);
     1.2.21. "stock" means finished stock, work-in-progress and raw materials on
hand  in  respect  of  the  business  as  at  the   effective   date   including
stock-in-transit and including any slow moving, damaged or unsaleable stock;
     1.2.22. "sundry assets" means packaging,  stationery,  brochures, stocks of
sundry tools and like items,  consumables and the like on hand in respect of the
business as at the effective date;
     1.2.23. "TOWNSEND" means ALLAN TOWNSEND;
     1.2.24. "trade marks" means the trade marks and other intellectual property
as registered  or pending  registration  pertaining  to the business  and/or the
products as more fully detailed in Annexure E;
     1.3. any reference in this agreement to "date of signature hereof" shall be
read as meaning a reference to the date of the last signature of this agreement;
     1.4. any  reference to an enactment is to that  enactment as at the date of
signature hereof and as amended or re-enacted from time to time;
     1.5. if any provision in a definition is a substantive provision conferring
rights or imposing obligations on any party,  notwithstanding that it is only in
the definition  clause,  effect shall be given to it as if it were a substantive
provision in the body of the agreement;
     1.6. when any number of days is prescribed in this agreement, same shall be
reckoned  exclusively  of the first and  inclusively  of the last day unless the
last day falls on a Saturday,  Sunday or public holiday,  in which case the last
day shall be the next  succeeding day which is not a Saturday,  Sunday or public
holiday;
     1.7.  where  figures are referred to in numerals and in words,  if there is
any conflict between the two, the words shall prevail;
     1.8. where any term is defined within the context of any particular  clause
in this  agreement,  the term so defined,  unless it is clear from the clause in
question  that the term so  defined  has  limited  application  to the  relevant
clause,  shall bear the meaning ascribed to it for all purposes in terms of this
agreement,  notwithstanding  that  that  term  has  not  been  defined  in  this
interpretation clause;
     1.9. the expiration or termination of this agreement  shall not affect such
of the provisions of this agreement as expressly  provide that they will operate
after any such  expiration or termination or which of necessity must continue to
have effect  after such  expiration  or  termination,  notwithstanding  that the
clauses themselves do not expressly provide for this.


     2. RESOLUTIVE CONDITION
     2.1.  This  agreement  is subject to the  following  resolutive  condition,
namely,  that a certificate  is issued by the  purchaser's  auditors in terms of
clause 2.2 below which reflects that either :-
     2.1.1.  the profits derived from the business  during the specified  period
was less than R475 000,00 (four hundred and seventy five thousand rand); or
     2.1.2.  the gross profit of the business as a percentage of invoiced  sales
during the  specified  period was less than 33.5%  (thirty  three point five per
cent).
     2.2. Forthwith after 31 December 1997 but by no later than 20 January 1998,
the purchaser's auditors shall prepare a certificate reflecting :-
     2.2.1. the profits of the business during the specified period;
     2.2.2.  the gross margin on invoiced  sales of the business  derived during
the specified period,  (referred to herein as the "specified  certificate").  In
preparing  the  specified  certificate  the  purchaser's  auditors  shall act as
experts  and not as  arbitrators  and their  decision  shall,  in the absence of
manifest error, be final and binding on the parties.
     2.3. If the specified  certificate should reveal either that the profits of
the  business  during the  specified  period  were less than R475  000,00  (four
hundred and seventy  five  thousand  rand) or that the gross  margin on invoiced
sales of the business  derived  during the specified  period was less than 33.5%
(thirty three point five per cent),  then (unless the purchaser  elects to waive
the fulfillment of the resolutive condition, which it shall be entitled to do by
furnishing  written notice to such effect to the seller within 7 (seven) days of
receipt of the specified  certificate),  the resolutive condition will be deemed
to have been  fulfilled and, with effect from the date of issue of the specified
certificate, the provisions of this agreement shall ipso facto terminate and the
purchaser  shall  deliver to the seller at the seller's cost the business on the
basis  that the  business  will be taken by the  seller  voetstoots  in its then
condition  and save as aforesaid  and subject to the  provisions  of clause 3.2,
there shall be no further restitution consequent upon the non-fulfillment of the
resolutive condition.
     Without  detracting  from the  generality  from the  aforesaid  provisions,
should the resolutive  condition be fulfilled,  :- the purchaser shall be deemed
to have receded all of its rights,  title and interest in and to the trade marks
to the seller and hereby  appoints  the seller as its  attorney and agent in rem
suam to do all such things and sign all such forms and  documentation  as may be
necessary to effect the re-cession of the trade marks to the seller; and neither
the seller  nor  TOWNSEND  will be bound by the  restraint  of trade  provisions
contemplated in clause 21 below; the confidentiality  provisions contemplated in
clause 25 shall continue to be of full force and effect.


     3. MANAGEMENT CONTROL
     3.1.  On the  effective  date,  the  purchaser  shall be entitled to assume
control of the management of the business and shall act or omit to act in regard
to the  business  in such  manner as may be  mutually  agreed to as between  the
purchaser  and TOWNSEND,  provided  that the business  shall be conducted in the
usual manner for business of this type.  No joint  venture shall come into force
between the seller and the purchaser concerning the business.
     3.2.  If  the  resolutive  condition  is  fulfilled  and  accordingly  this
agreement ceases retrospectively to be of force or effect, then :-
     3.2.1.  the seller shall resume control of the business  immediately  after
the  designated  date and the  purchaser  shall be deemed to have  conducted the
business as between the effective  date to the  designated  date as the agent of
the seller;
     3.2.2.  as soon as  practicable  after the  designated  date, an adjustment
account  shall be prepared by the  purchaser  auditors (on the  instructions  of
either the purchaser or the seller) relating to the conduct of the business from
the date of assumption of control to the  designated  date as well as in respect
of any  prepayments  made by the  purchaser  in respect of the  business for the
periods after the designated date (the "adjustment account").
     The purpose of the adjustment  account shall be to determine the amount, if
any,  payable  by the  purchaser  to the  seller  (or vice  versa) so as for all
intents and purposes to place the seller and the purchaser in the same financial
position as they would have been in had this agreement  never been entered into.
The auditors' fees for the preparation of the adjustment  account shall be borne
by the  purchaser  and the  seller  in  equal  shares.  Payment  in terms of the
adjustment account together with interest at the prime rate, calculated from the
effective  date shall become due and payable  within 7 (seven) days after it has
been prepared.  To the extent that the purchaser  incurs any liability  (whether
for taxation or  otherwise) in respect of the conduct of the business as between
the effective date and the date of fulfillment of the resolutive condition,  the
seller  indemnifies  the  purchaser  against  any loss or  liability  which  the
purchaser may suffer as a result of or which may be  attributable to the conduct
by the purchaser of the business during the aforesaid period.


     4. SALE OF THE BUSINESS
     The seller sells,  transfers  and cedes to the purchaser as an  indivisible
whole and as a going concern with effect from the effective date from which date
the risk in and  benefits  of the  business  shall  vest in the  purchaser,  the
business comprising -
     4.1. the goodwill thereof;
     4.2. the fixed assets;
     4.3. the stock;
     4.4. the product formulations;
     4.5. the sundry assets;
     4.6.  the trade marks and any other trade marks  (expressly  excluding  the
trade mark of Startline),  designs and logos, if any, used in the conduct of the
business as well as the underlying inventions relating to any patents;
     4.7.  all  contracts of the  business  concluded in the ordinary  course of
business,  including  orders  relating to stock  undelivered as at the effective
date,

but excluding -

     4.8. any  liabilities  (other than the  liabilities  contemplated in clause
12.1 in respect of the contracts);
     4.9. the debts;
     4.10.  all cash on hand or  credit  balances  at banks  in  respect  of the
business.


     5. PURCHASE PRICE
     5.1. The purchase  price of the business  shall,  subject to the adjustment
provisions  set out in clause 7 below,  be R53 500 000,00  (fifty three  million
five hundred thousand rand).
     5.2. The purchase price of the business shall be allocated as follows -
     5.2.1. the fixed assets, at the book value thereof;
     5.2.2. sundry assets, at the book value thereof;
     5.2.3. the stock, at the cost thereof;
     5.2.4. goodwill, R1,00 (one rand);
     5.2.5. the balance in respect of the trade marks.


     6. PAYMENT OF THE PURCHASE PRICE
     6.1. The purchase  price shall be payable by the purchaser to the seller as
follows :-
     6.1.1. R26 500 000,00 (twenty six million five hundred thousand rand) on 31
January 1998;
     6.1.2. R20 000 000,00 (twenty million rand) on or before 3 January 1999;
     6.1.3. R7 000 000,00 (seven million rand),  subject to any adjustment to be
effected to the purchase price in terms of the provisions of clause 7 below. The
parties shall use their best endeavours to procure that the adjustment amount be
finalised by no later than 31 March 1999.  The  purchaser  undertakes to pay the
adjustment amount to the seller by no later than 31 March 1999.
     6.2.  Save  as  provided  for in  clause  6.3,  no  interest  shall  on the
outstanding balance of the purchase price from time to time.
     6.3.  Save  as  expressly  provided  to the  contrary  in  this  agreement,
discharge of the purchase price shall be effected  without  deduction,  set off,
commission and/or the like in the manner more fully  contemplated in clause 6.4.
All payments  not  effected on due date will attract  interest at the prime rate
from due date of payment to date of payment in full.
     6.4. All payments to be effected by the purchaser to the seller in terms of
this  agreement  shall  be made by way of  electronic  bank  transfer  into  the
seller's following NEDBANK bank account, namely :-

                          Account Holder: A H TOWNSEND
                           Account Number: 1962 241351
                             Branch: John Page Drive
                             Branch Code: 19620526.
 
     6.5. The discharge by the purchaser of the purchase  price to the seller in
the manner  contemplated  in clause 6.4 shall  constitute  the full and complete
discharge  of the  purchase  price to the seller and  TOWNSEND  indemnifies  the
purchaser accordingly.


     7. CALCULATION OF THE ADJUSTMENT AMOUNT
     7.1. The purchase  price of the business has been  determined and agreed on
the following basis :-
     7.1.1. the profits (as calculated in terms of clauses 7.2, 7.3, 7.4 and 7.5
below) of the  business  (which shall  constitute  a division of the  purchaser)
during the period 1 January 1998 to 31 December 1998 (the  "adjustment  period")
shall be R5 000 000,00 (five million rand);
     7.1.2. to the extent that -
     7.1.2.1.  the profits of the business  during the  adjustment  period are a
greater than R5 000 000,00 (five  million  rand) then,  for each  complete  R100
000,00 (one hundred thousand rand) that the profits during the adjustment period
exceed R5 000 000,00 (five million rand),  the purchase price shall be increased
by an amount of R500 000,00 (five  hundred  thousand  rand),  provided  that the
maximum   amount  by  which  the  purchase   price  will  be   increased   will,
notwithstanding  the actua profits of the business during the adjustment period,
be  limited  to  R11  000  000,00   (eleven   million  rand)  (i.e.  a  purchase
consideration of R64 500 000,00 (sixty four million five hundred thousand rand);
     7.1.2.2.  the profits of the business during the adjustment period are less
than R5 000 000,00 (five million rand) then,  for each complete R100 000,00 (one
hundred  thousand rand) that the profits  during the adjustment  period are less
than  R5~000~000,00  (five million rand), the purchase price shall be reduced by
an amount of R400~000,00 (four hundred thousand rand), provided that the maximum
amount by which the purchase  price will be reduced  will,  notwithstanding  the
actual  profits of the  business  during the  adjustment  period,  be limited to
R7~000~000,00   (seven   million  rand)  (i.e.  a  purchase   consideration   of
R46~500~000,00 (forty six million five hundred thousand rand).
     7.2. The adjustment amount shall be calculated by the purchaser's  auditors
and the seller's auditors acting jointly and, failing agreement between them, by
an independent  auditor  appointed  jointly by the purchaser's  auditors and the
seller's auditors and, failing agreement between them, appointed by the Chairman
for time  being,  of the  Transvaal  society of  Chartered  Accountants  (or its
successor body). Such auditors in resolving the dispute shall act as experts and
not as arbitrators  and their decision shall be final and binding on the parties
and they shall  determine  the  parties'  liability  for their  charges.  If any
determination is manifestly unjust,  that the court exercises its general power,
if any, to correct such determination, the parties shall be bound thereby.
     7.3. The seller and the purchaser agree that :-
     7.3.1. separate divisional accounts in respect of the business (which shall
constitute  the "A&J  Division" of the  purchaser)  shall be maintained  for the
adjustment period;
     7.3.2.  the A&J  Division  shall  be  divided  into the  following  2 (two)
sub-divisions, namely -
     7.3.2.1. the non-chain store division;
     7.3.2.2. the chain store division;
     7.3.3.  no expenses  attributable to the sale of the business of whatsoever
nature  (whether  direct or indirect) shall be taken into account as expenses of
the business over the adjustment  period and such  expenditure  shall be ignored
for the purposes of the profit calculation.
     7.4. In regard to the non-chain store sub-division :-
     7.4.1.  same shall be managed by TOWNSEND under the supervision and overall
control of the board of the purchaser;
     7.4.2.  same will be operated in  accordance  with the  non-binding  budget
approved of by the purchaser and  TOWNSEND,  a copy of which is attached  marked
Annexure F;
     7.4.3.  the  profits  shall  be  calculated   applying  generally  accepted
accounting principles, provided that -
     7.4.3.1. in calculating the profits,  there shall be deducted therefrom tax
at an imputed  tax rate equal to the  standard  rate of taxation  applicable  to
companies as at 31 December 1998 as prescribed pursuant to the provisions of the
Income Tax Act (58 of 1962, as amended);
     7.4.3.2.  the  maximum  amount of  depreciation  (whether  of trade  marks,
fixtures, fittings or any other assets) to be applied shall, notwithstanding the
actual  depreciation of the aforesaid assets, be deemed to be R2 000 000,00 (two
million rand);
     7.4.3.3.  to the extent that  interest  expense  exceeds o R174 000,00 (one
hundred and seventy four thousand rand), the interest expense shall be deemed to
be R174 000,00 (one hundred and seventy four thousand rand).
     7.5. In regard to the chain store sub-division :-
     7.5.1. same shall be managed by the purchaser;
     7.5.2.  same will be operated in accordance with the non-binding  sales and
or fit a budget attached hereto marked Annexure F;
     7.5.3.  the  profits  of the  sub-division  shall  be  calculated  applying
generally accepted accounting principles provided that, to the extent that -
     7.5.3.1.  advertising expenditure exceeds R1 000 000,00 (one million rand),
the advertising  expenditure of the products shall be deemed to be R1 000 000,00
(one million rand);
     7.5.3.2.  cash  settlement  discounts  exceed 2% (two per cent) of invoiced
sales to chain stores, the cash settlement  discount shall be deemed to equal 2%
(two per cent) of invoiced sales to chain stores;
     7.5.3.3.  trade  promotion  expenditure  exceeds  3 % (three  per  cent) of
invoiced sales, the trade promotion  expenditure shall be deemed to be 3% (three
per cent) of invoiced sales;
     7.5.3.4.  rebates exceed 5 % (five per cent) of invoiced sales, the rebates
shall be deemed to equal 5 % (five per cent) of invoiced sales;
     7.5.3.5. selling,  distribution and merchandising costs exceed 9% (nine per
cent) of invoiced sales, such selling, distribution and merchandising cost shall
be deemed to equal 9% (nine per cent) of the invoiced sales;
     7.5.3.6. collection and delivery costs exceed 1% (one per cent) of invoiced
sales,  such  collection and delivery costs shall be deemed to equal 1% (one per
cent) of invoiced sales.
     Save as otherwise  hereinbefore set out, in calculating the profits of this
sub-division,  the balance of the expenses shall be fixed as set out in Annexure
F.
     7.6.  To the extent  that  products  are  manufactured  by the  purchaser's
subsidiary  CARSON  PRODUCTS WEST AFRICA ("WEST AFRICA") at any time prior to 31
December 1998, there shall be included in the profits of the business a notional
profit  equal  to 8%  (eight  per  cent)  of  the  invoiced  sales  of  products
manufactured by WEST AFRICA.
     7.7.  To the extent  that the  attributable  profits  for the 2 (two) month
period  commencing on the effective  date and ending 31 December 1997 (both days
inclusive) exceeds R525 000,00 (five hundred and twenty five thousand rand), the
increment  will be  carried  forward  and be  deemed to  constitute  part of the
profits derived by the A&J Division during the adjustment period.


     8. PURCHASER'S GUARANTEE
     8.1. As security for the obligations of the purchaser to the seller for the
discharge of the minimum  purchase  price payable by the purchaser to the seller
in terms of this agreement, the purchaser shall, on 14 November 1997, deliver to
the seller the following  guarantees issued by THE STANDARD BANK OF SOUTH AFRICA
LIMITED ("STANDARD BANK"), namely :-
     8.1.1. a guarantee for the payment,  subject to the  non-fulfillment of the
resolutive  condition,  of R26 500  000,00  (twenty  six  million  five  hundred
thousand rand) to be paid by no later than 31 January 1998;
     8.1.2. a guarantee for the payment,  subject to the  non-fulfillment of the
resolutive  condition,  of R20 000 000,00 (twenty million rand) to be paid by no
later than 3 January 1999.
     8.2. CARSON HOLDINGS LIMITED ("CHL"), by its signature hereto, binds itself
as surety and  co-principal  debtor in solidum  with the  purchaser  for the due
discharge  by the  purchaser  of its  obligations,  if  any,  in  respect  of an
additional  R18~000~000,00  (eighteen million rand) of the purchase price of the
business which may become payable by the purchaser to the seller pursuant to the
provisions of clause 7 above (and in  particular,  clause  7.1.2.1).  CHL hereby
renounces  all  benefits  arising  from  the  legal  exceptions  "non  numeratae
pecuniae",  "non causa debit",  "errore  calcul" and  "beneficia  excussionis et
divisionis", with the force and effect of which CHL hereby declares itself to be
fully acquainted.


     9. STOCKTAKING

     9.1.  It is  recorded  that the  parties  caused  the  stock to be taken in
accordance with the following provisions -
     9.1.1. the stocktaking took take place on 25 October 1997 (the "stocktaking
date");
     9.1.2. each of the parties was present or represented at the stocktaking;
     9.1.3.  after the  stocktaking  was  completed,  schedules  reflecting  the
stocktaking were prepared and initialled by the parties.

     9.2.  The seller  warrants  that the  saleable,  undamaged  finished  stock
reflected in the stocktaking schedules will have a value of not less than R3 700
000,00 (three million seven hundred thousand rand).


     10. EMPLOYEES
     10.1. The parties agree that the purchaser shall,  notwithstanding anything
to the contrary  contained in sl 97 of the Labour  Relations Act, 1995,  only be
obliged to offer  employment  to those  employees  of the seller whose names and
salaries appear in Annexure G (the "specified employees"),  with effect from the
effective  date,  on terms which taken on an overall basis but not on an item by
item comparison are no less favourable to the specified employees.
     10.2. The seller has agreed to retrench all employees of the business other
than the  specified  employees and those  specified  employees who do not accept
offers of employment by the purchaser at the effective date. Any amounts payable
to non-specified  employees or specified  employees who do not accept employment
by the  purchaser  shall be for the  account of the  seller.  The seller  hereby
indemnifies and holds harmless the purchaser  against any claim,  loss or damage
or demand which may be made against the purchaser by any of the employees of the
business as a consequence  or flowing from the provisions of sl 97 of the Labour
Relations Act, 1995,  including any amount which the purchaser may be ordered to
pay by the Labour Court or by any other competent juridical authority.
     10.3.  All and any claims of  whatsoever  nature,  if any, of the specified
employees who accept  employment with the purchaser,  which relate to any period
prior to the date upon which they became  employees of the  purchaser or arising
out  of or  related  to the  termination  of  their  employment  by the  seller,
including  without  limitation any claim in respect of any alleged unfair labour
practice or unfair dismissal or its equivalent,  shall be for the account of the
seller which  indemnifies  the purchase  against any liability the purchaser may
incur or loss the purchaser may suffer (including legal costs on an attorney and
client scale  incurred in defending  any legal or other  proceedings  instituted
against  the  purchaser).   Without   derogating  from  the  generality  of  the
aforegoing,  the seller  confirms  that all leave and/or  holiday pay accrued by
salaried  staff up to 1  November  1997 and for  waged  staff  accrued  up to 31
December 1997 will have to be taken or paid in full by 12 January  1998.  Any or
all  outstanding  claims in regard to leave and/or  holiday pay shall be for the
sole account of the seller, which indemnifies the purchaser accordingly.
     10.4.  As regards  specified  employees  who are  members  of the  seller's
provident  fund,  the seller  undertakes  to procure  that the  actuaries of the
provident fund shall,  as soon as is reasonably  possible but in any event by no
later than 6 (six) months from the effective date,  determine in respect of each
of the provident fund members their fund credit.  The aggregate of the provident
members' fund credits as confirmed by the fund's  actuary  shall,  together with
all  contributions,  income and expenditures from the effective date to the date
of transfer, be transferred to a fund nominated by the Purchaser.


     11. SECTION 34 ADVERTISEMENT
     The  purchaser  agrees  that the  transaction  shall not be  advertised  as
contemplated   in  terms  of  section  34  of  the  Insolvency   Act,  1936.  In
consideration for the purchaser  agreeing to this,  TOWNSEND hereby  indemnifies
the  purchaser  against  any loss or damage of  whatsoever  nature  which may be
sustained or incurred by the purchaser as a result of the  provisions of section
34 of the Insolvency Act, 1936 being invoked by any creditor of the seller.


     12. DELIVERY
     The  business  shall be delivered to the  purchaser on the  effective  date
(against  payment of the relevant portion of the purchase price) from which date
the  purchaser  shall take legal  possession  of the  business.  Delivery  shall
include -
     12.1. the assignment  (with effect from the effective date) of the seller's
rights and prospective  obligations in respect of the contracts  contemplated in
clause  4.7,  to the extent  that the other  parties to such  contracts  consent
thereto.  The  seller  undertakes  to use its best  endeavours  to  procure  the
assignment  of the  contracts  to the  purchaser.  To the extent  that the other
parties to the contracts do not consent to such assignment -
     12.1.1. the purchaser shall be entitled as between it and the seller to the
benefit of and shall bear the risk of such contracts from the effective date and
the seller shall bear the risk and be entitled to the benefit of such  contracts
prior to the effective date;
     12.1.2. the purchaser shall be obliged at its cost but in the seller's name
to discharge the seller's  obligations  under the contracts  after the effective
date;
     12.1.3. the parties  respectively  indemnify each other against any loss of
any  nature  which may arise as a result of the other of them  failing to comply
with its obligations hereunder;
     12.2.  the affording to the purchaser of access to the seller's  documents,
books and records and all information relating to the business;
     12.3.  the physical  delivery of all assets forming part of the business to
the purchaser by handing them to the purchaser;
     12.4.  insofar as vehicles are concerned,  all necessary license papers and
transfer documents,  but on the basis that the purchaser shall obtain roadworthy
certificates if necessary;
     12.5.  the cession of any restraint of trade given to the seller in respect
of the business, to the purchaser.


     13. THE DEBTS
     13.1.  It is recorded  that the debts are not  included in the assets being
acquired by the purchaser from the seller in terms of this agreement.
     13.2. The seller shall be entirely responsible for the recovery of all such
debts.  In the  event  that  any of the  debts  is  paid to the  purchaser,  the
purchaser shall promptly pay such amount over to the seller.
     13.3.  In the event of the seller  receiving any payments of any amount due
to the business in respect of any products  delivered on or after the  effective
date, the seller shall promptly pay such amount over to the purchaser.


     14. WARRANTIES
     14.1. The seller warrants that -
     14.1.1.  the fixed assets and the trade marks are beneficially owned by the
seller which will be able to give free and unencumbered title thereof as well as
of any current assets sold, to the purchaser on the implementation date;
     14.1.2.  the fixed assets,  the stock and any other current  assets sold to
the purchaser in terms of this agreement shall, at the effective date and on the
implementation  date,  be  paid  up in  full  and  not  subject  to any  lien or
encumbrance of any nature whatsoever;
     14.1.3.  the designated  fixed assets will be delivered to the purchaser on
the effective date without any of such assets missing;
     14.1.4.  between 1 October 1997 and the effective date, the seller will not
have  entered  into any  transaction  or  acquired  or disposed of any assets or
incurred any  liabilities,  otherwise  than in the normal,  ordinary and regular
course of business,  nor will it have  increased  the salaries of the  specified
employees during that period other than normal or merit increases  determined in
the normal  course and no events  will have taken  place which have or will have
had the effect of impairing the goodwill of the business;
     14.1.5. all products which have been manufactured and/or sold by the seller
in respect of the business have been manufactured and/or sold in compliance with
the requirements of all competent authorities, if any;
     14.1.6. the seller is not in default of any material  obligation  affecting
the business,  whether under the contracts  contemplated  in clause 4.7 or under
any legislation or (without limitation eiusdem generis) otherwise;
     14.1.7.   the  seller  has   disclosed  to  the  purchaser  all  facts  and
circumstances material to this transaction and which are or would be material to
an independent purchaser of the business;
     14.1.8. all fixtures,  fittings,  furniture, plant and equipment as well as
any other assets  comprising the business will be in the same condition and good
order  as the  condition  and  order  of the  relevant  assets  at the  time  of
inspection thereof by the purchaser during October 1997;
     14.1.9.  the working  environment for the employees of the business is safe
and without risk to health;
     14.1.10.  the systems of work, plant and machinery  utilized in the conduct
of the business are, as far as is reasonably practicable,  safe and without risk
to health;
     14.1.11. the seller has complied with all its obligations as an employer as
contemplated in the Occupational Safety and Health Act, 1993.
     14.2.  TOWNSEND  warrants  that no  application  for the  winding up of the
seller  has  been  presented  at date of  signature  hereof  nor  will  any such
application have been presented on the effective date.
     14.3. The seller  indemnifies and holds the purchaser  harmless against any
loss,  liability,  damage or expense  which the  purchaser  or the  business may
suffer or sustain as a result of or which may be  attributable  to any breach by
the seller of any of the  warranties  set out in clause 14.1 above or should any
of the said warranties prove to be incorrect.
     14.4. Nothing herein contained shall relieve the seller from its obligation
to make those disclosures which it is in law obliged to make.
     14.5.  No  warranties  or  representations  which are not set forth in this
agreement  shall be binding on the seller and the  business is  purchased on the
basis that it is taken voetstoots.


     15. AGREEMENTS OF LEASE
     Simultaneously  with the  execution  of this  agreement,  TOWNSEND  and the
seller shall  procure that the  landlords in respect of the premises  enter into
agreements  of lease with the purchaser  (which hereby  undertakes to enter into
such agreements of lease) on the terms set out in Annexure H.


     16. TOWNSEND SERVICE AGREEMENT
     Simultaneously  with the  execution  of this  agreement,  TOWNSEND  and the
purchaser  undertake to enter into the a service  agreement on the terms set out
in Annexure I.


     17. DEED OF SURETYSHIP

     17.1.  TOWNSEND,  by his  signature  hereto,  binds  himself  as surety and
co-principal  debtor  in  solidum  with  the  seller  for the  due and  punctual
fulfillment and  performance by the seller of all  obligations  which the seller
may now have or have incurred and from time to time hereinafter have or incur to
the purchaser arising out of, pursuant to or as contemplated in this agreement.
     17.2.  TOWNSEND  hereby  renounces  all  benefits  arising  from the  legal
exceptions  "non numeratae  pecuniae",  "non causa debiti",  "errore calcul" and
"beneficia  excussionis  et  divisionis",  with the  force  and  effect of which
TOWNSEND hereby declares himself to be fully acquainted.


     18. INDEMNITY
     The seller indemnifies the purchaser against any claims,  which may be made
in respect of finished products and  work-in-progress  which are included in the
stock  forming  part of the  business.  Should  any claims be made  against  the
purchaser  in respect of such stock,  the  purchaser  shall afford the seller an
opportunity  to assist the  purchaser  to contest  the claim and,  subject to an
indemnity in a form acceptable to the purchaser against costs being given by the
seller,  shall engage attorneys and counsel nominated by the seller for the said
purpose.


     19. PRODUCT RETURNS
     The purchaser  undertakes to accept the return to it of products dispatched
by seller prior to the effective date,  provided that such products are returned
to the  business in the  ordinary and normal  course  having  regard to the past
practices  developed by the seller and the customers concerned in respect of the
products  sold by the  business.  Any  products  returned  and  replaced  by the
purchaser  or in respect of which the  purchaser  affords the  customer a credit
shall be taken into account in  determining  the profits of the business  during
the adjustment period as contemplated in clause 7 above.


     20. TRADE MARKS AND PRODUCT FORMULATIONS
     20.1.  The seller  hereby  assigns to the  purchaser  all right,  title and
interest  in  and  to the  recipes  and  product  formulations  relating  to the
products,  and shall reduce same to writing and deliver same to the purchaser on
the effective date.
     20.2.  The seller  hereby  warrants  that it is the sole owner of the trade
marks and of the product formulations and is free to assign and transfer them to
the purchaser.
     20.3.  The  seller  undertakes  to sign  all  documents  and do all  things
reasonably  necessary to record and effect the  assignment of the trade marks in
the relevant  registration  office in all those countries where such trade marks
have been registered or applied for.
     20.4. All costs incurred in effecting the assignment of the trade marks and
trade mark applications shall be borne by the purchaser.
     20.5. It is recorded that the seller has disclosed to the purchaser that in
terms of a license  agreement with SMITH KLINE  BEECHAM,  the sale of "Blue Ice"
products is restricted to the wholesale  trade only and that sales of "Blue Ice"
products to chain stores is prohibited.


     21. RESTRAINT
     21.1. In this clause,  unless clearly inconsistent with the context,  words
and phrases defined  hereunder shall bear the meanings  assigned to them in this
sub-clause -
     21.1.1. "competitive activity" shall mean the manufacture,  marketing, sale
and  distribution of products or products which may be  manufactured,  marketed,
sold or distributed in competition with the products;
     21.1.2.  "the restraint  period" shall mean a period of 4 (four) years from
the effective date;
     21.1.3.  "territory" shall mean the continent of Africa including  (without
limitation) Mauritius;
     21.2.  Subject to clause 21.7 below,  the seller  hereby  undertakes to the
purchaser that it will not, either alone or jointly -
     21.2.1.  during any part of the restraint  period,  whether as  proprietor,
partner,  director,  shareholder,   employee,  member,  consultant,  contractor,
financier, agent, representative, assistant or otherwise, and whether for reward
or not, directly or indirectly, -
     21.2.1.1. carry on in the territory any undertaking; or
     21.2.1.2. be interested or engaged in or concerned with any company,  close
corporation,  firm,  undertaking  or  concern  operating  in  any  part  of  the
territory; or
     21.2.1.3. be employed by any company, close corporation,  firm, undertaking
or concern operating in any part of the territory in a competitive activity;
     21.2.2.  during any part of the  restraint  period and  thereafter,  to the
extent that the same are  protected by law,  disclose any trade  secrets  and/or
confidential  information of the business  other than to persons  connected with
the  business  and who  are  required  to  know  such  secrets  or to have  such
confidential  information.  Trade  secrets and  confidential  information  shall
include  (but not be limited to) all and  whatever  information  relating to the
business and its  suppliers and customer  which is not readily  available in the
ordinary  course of business to its  competitors,  provided that nothing  herein
contained  shall  prohibit the seller from entering into any joint ventures with
persons who are concerned in competitive  activities in the territory,  provided
that the subject  matter of the joint venture is not a  competitive  activity in
the territory.
     21.3. The seller acknowledges and agrees that -
     21.3.1. the restraints imposed upon it in terms of this clause (interpreted
initially in their widest sense as provided in clause  21.3.3) are reasonable as
to subject  matter,  period  and  territorial  limitation  and are not more than
reasonably  and  necessarily  required by the purchaser to maintain the goodwill
of, and its legitimate business interests in respect of the business;
     21.3.2.  the  provisions  of clauses  21.2 and 21.3.1 shall be construed as
imposing separate, severable and independent restraints in respect of -
     21.3.2.1. each of the months falling within the restraint period;
     21.3.2.2. each magisterial district falling within the territory;
     21.3.2.3. each activity falling within the ambit of a competitive activity;
     21.3.2.4.  each  capacity in relation to a competitive  activity  which the
covenantor is prohibited from holding in terms of this clause;
     21.3.3.  the restraints set out in clause 21.2 shall initially be given the
widest  possible  interpretation  and no restraint or  combination of restraints
shall be  limited by  reference  to or  inference  from any other  restraint  or
combination   of   restraints,   provided   however  that  the   invalidity   or
unenforceability  of any one or combination of restraints  referred to in clause
21.2 (including the restraints  interpreted in their widest  cumulative sense as
aforesaid) shall not affect the validity or  enforceability  of any of the other
restraints referred to in clause 21.2 or another combination of such restraints.
     21.4. No restraints referred to in this clause shall apply to any direct or
indirect  shareholding by the seller in any company listed on a recognised stock
exchange where the aggregate  direct and indirect  holdings of the seller do not
exceed 5% (five per cent) of any class of that  listed  company's  issued  share
capital  and the  interest  of the seller in that  company  is solely  that of a
shareholder.
     21.5. The above  restraints shall enure also in favour of the successors in
title of the business.The term "successors in title" shall mean any person who -
     21.5.1. acquires the goodwill of the business; or
     21.5.2.   becomes  the  beneficial  owner  of  such  goodwill  through  his
shareholding in any company; or
     21.5.3.  has  acquired  by  cession  the right to  enforce  the  restraints
embodied herein.
     21.6.  The  provisions  of this clause 21 shall apply  mutatis  mutandis to
TOWNSEND,  who undertakes to be bound thereby, any reference to the seller being
read as a reference to TOWNSEND.
     21.7.  Nothing  contained  in this  clause 21 shall  operate to prohibit or
restrict the seller and/or TOWNSEND  retaining an interest in D&N WHOLESALERS CC
("D&N"),  which is principally involved in the decanting,  filling of glycerine,
the sale thereof and the  distribution  of  cosmetics,  provided  that D&N shall
insofar  as  deodorants,  hand and body  lotions  and  perfumes  are  concerned,
restrict its activities to the distribution of the latter products.


     22. AGENT'S COMMISSION
     It is recorded that the sale was not concluded through the  instrumentality
of any agent.


     23. PRESS  ANNOUNCEMENTS The parties agree that the initial press or public
announcements  concerning the sale of the business shall be approved by both the
seller  and  the  purchaser,   which  approval  each  undertakes  shall  not  be
unreasonably withheld.


     24. THE KNOW-HOW

     24.1. The seller  acknowledges that one of the fundamental bases upon which
this  agreement  has been  concluded by the purchaser is to obtain the know-how.
The seller undertakes that -
     24.1.1.  no third  party would be entitled  to  interdict  or prohibit  the
Purchaser from utilizing the know-how for the purposes of the business;
     24.1.2.  it will not directly or  indirectly  and whether or not for reward
use, whether for its own benefit or not, any such know-how;
     24.1.3. it will not divulge any such know-how to any third party;
     24.1.4. it will not make any statements concerning the know-how.
     24.2.  The  seller  warrants  that it has  not in the  past  disclosed  the
know-how to third parties, which disclosure has in any way materially damaged or
could materially damage the business.
     24.3. TOWNSEND shall be bound mutatis mutandis by this clause 24.


     25. CONFIDENTIAL INFORMATION
     Any  information  obtained by any party to this  agreement  in terms of, or
arising  from  the  implementation  of,  this  agreement  shall  be  treated  as
confidential  by the  parties  and  shall not be  divulged  or  permitted  to be
divulged to any person nor used or  permitted to be used by any person not being
a party to this  agreement,  without  the  prior  written  consent  of the other
parties save that -
     25.1.  any  information  which is required to be furnished by law or by The
Johannesburg Stock Exchange may be so furnished;
     25.2.  any  party  shall be  entitled  (after  consultation  with the other
parties so as to avoid  embarrassment  or prejudice  to the extent  possible) to
make such  information  available  to its  shareholders  as may be  necessary to
enable  such   shareholders  to  consider  the  value  and  prospects  of  their
shareholdings.


     26. DOMICILIUM CITANDI ET EXECUTANDI
     26.1. The parties choose as their  domicilia  citandi et executandi for all
purposes under this agreement,  whether in respect of court process,  notices or
other documents or communications of whatsoever nature, the following  addresses
:
     26.1.1. purchaser:

                             Physical:               427 - 15th Road RANDJESPARK
                                                  
                                                     Midrand                    
                             Postal:                 Private Bag X103           
                                                     HALFWAY HOUSE              
                                                     1685                       

                             Telefax:                (011) 314-4777             

                  26.1.2.    seller:                                            

                             Physical:               86 Wolhuter Street         
                                                     JEPPE                      
                                                     Johannesburg               
                                                     2001                       

                             Postal:                 P O Box 28251              
                                                     KENSINGTON                 
                                                     2101                       

                             Telefax:                (011) 614-7726             

                  26.1.3.    TOWNSEND:                                          

                             Physical:               86 Wolhuter Street         
                                                     JEPPE                      
                                                     Johannesburg               
                                                     2001                       

                             Postal:                 P O Box 28251              
                                                     KENSINGTON                 
                                                     2101                       

                             Telefax:                (011) 614-7726             

     26.2.  Any notice or  communication  required or  permitted  to be given in
terms of this  agreement  shall be valid and effective only if in writing but it
shall be competent to give notice by telefax.
     26.3.  Any  party may by notice to any  other  party  change  the  physical
address chosen as its domicilium  citandi et executandi  vis-a-vis that party to
another  physical  address where postal  delivery  occurs in South Africa or its
postal  address or its telefax  number,  provided  that the change  shall become
effective  vis-a-vis  that addressee on the 7th business day from the receipt of
the notice by the addressee.
     26.4. Any notice to a party -

     26.4.1.  sent by prepaid  registered  post (by airmail if  appropriate)  in
correctly  addressed  envelope  to it at an  address  chosen  as its  domicilium
citandi et  executandi  to which post is delivered  shall be deemed to have been
received on the 7th business day after posting (unless the contrary is proved);
     26.4.2.  delivered by hand to a responsible person during ordinary business
hours at the physical  address  chosen as its  domicilium  citandi et executandi
shall be deemed to have been received on the day of delivery; or
     26.4.3.  sent by telefax to its chosen telefax number  stipulated in clause
26.1,  shall be deemed to have been received on the date of dispatch (unless the
contrary is proved).
     26.5.  Notwithstanding  anything to the contrary herein contained a written
notice  or  communication  actually  received  by a party  shall be an  adequate
written notice or communication to it notwithstanding that it was not sent to or
delivered at its chosen domicilium citandi et executandi.


     27. BREACH
     If any party  breaches  any material  provision  or term of this  agreement
(other than those which  contain their own remedies or limit the remedies in the
event of a breach  thereof) and fails to remedy such breach within 10 (ten) days
of receipt of written  notice  requiring it to do so (or if it is not reasonably
possible to remedy the breach within 10 (ten) days,  within such further  period
as may be  reasonable  in the  circumstances  provided  that the party in breach
furnishes evidence within the period of 10 (ten) days,  reasonably  satisfactory
to the other party,  that it has taken  whatever  steps are  available to it, to
commence  remedying  the  breach))  then the  aggrieved  party shall be entitled
without notice,  in addition to any other remedy available to it at law or under
this agreement, including obtaining an interdict, to cancel this agreement or to
claim specific  performance  of any  obligation  whether or not the due date for
performance  has arrived,  in either event  without  prejudice to the  aggrieved
party's right to claim damages.


     28. WHOLE AGREEMENT, NO AMENDMENT
     28.1. This agreement  constitutes  the whole agreement  between the parties
relating to the subject matter hereof.
     28.2.  No amendment or  consensual  cancellation  of this  agreement or any
provision or term hereof or of any agreement, bill of exchange or other document
issued or executed  pursuant to or in terms of this  agreement and no settlement
of any disputes arising under this agreement and no extension of time, waiver or
relaxation  or  suspension  of or  agreement  not to  enforce  or to  suspend or
postpone the  enforcement of any of the provisions or terms of this agreement or
of any  agreement,  bill of exchang or other document  issued  pursuant to or in
terms of this agreement shall be binding unless  recorded in a written  document
signed by the parties.  Any such  extension,  waiver or relaxation or suspension
which is so given or made shall be strictly  construed  as relating  strictly to
the matter in respect whereof it was made or given.
     28.3. No extension of time or waiver or relaxation of any of the provisions
or terms of this agreement or any agreement,  bill of exchange or other document
issued or executed  pursuant to or in terms of this agreement,  shall operate as
an estoppel against any party in respect of its rights under this agreement, nor
shall it operate so as to preclude such party  thereafter  from  exercising  its
rights strictly in accordance with this agreement.
     28.4.  To the  extent  permissible  by law no  party  shall be bound by any
express  or  implied  term,  representation,  warranty,  promise or the like not
recorded herein, whether it induced the contract and/or whether it was negligent
or not.


     29. COSTS
     All the  costs on an  attorney  and own  client  basis of  EDWARD  NATHAN &
FRIEDLAND  INC  and  KALLMEYER  &  STRIME  Attorneys  of and  incidental  to the
preparation of this agreement (including prior drafts and consultations) and the
stamp duty shall be borne by the purchaser and the seller in equal shares.


     30. VALUE-ADDED TAX

     30.1.  The seller and the purchaser  agree that the business is disposed of
as a going concern and for the purposes of section  11(1)(e) of the  Value-Added
Tax Act, 1991, agree that the business will be an income-earning activity on the
effective  date and that the assets  which are  necessary  for  carrying on such
business  have been  disposed of by the seller to the purchaser in terms of this
agreement.
     30.2. If,  notwithstanding  the  aforegoing,  value-added tax is payable in
respect of any of the assets sold in terms hereof,  same shall be borne and paid
by the purchaser.


     31. JOINT AND SEVERAL LIABILITY OF TOWNSEND AND THE SELLER
     The liability of TOWNSEND and the seller  vis-a-vis the purchaser  shall be
joint and several.
                                                   1

 





          SIGNED by the parties and witnessed on the following  dates and at the
          following places respectively:

DATE       PLACE             WITNESS                       SIGNATURE

                                                For:   CARSON PRODUCTS
                                                       (PROPRIETARY) LIMITED
                     1./s/__________________

12/11/97   _______                              /s/_________________________

                     2./s/__________________



                                                For:   A & J COSMETICS
                                                       (PROPRIETARY) LIMITED
                     1./s/__________________

12/11/97   _______                              /s/_________________________

                     2./s/__________________



                     1./s/__________________

12/11/97   _______                              /s/ Allan Townsend

                     2./s/__________________    ALLAN TOWNSEND



                                                For:   CARSON HOLDINGS
                                                       LIMITED
                     1./s/__________________

12/11/97   _______                              /s/ Malcolm Yesner          

                     2./s/__________________     MALCOLM YESNER

                                    






                      ANNEXURE A - DESIGNATED FIXED ASSETS


Fixed Assets

Motor vehicles

Description

BMW 535i (NHX 793T)
Toyota Forklift
Toyota Dyna (RFP546T)
Hilux (SVX152T)
Crown Forklift



Computer Equipment

Description

Proview Computer
Hewlett Packard Deskjet Printer
Computer 466DX Unix
Fujitsu Printer
Dolpin Computer
IBM Printer
Pentium 166 x 2
Printer HB 850
PS 3600 Delta Range
Metrohm Herisau
ICL notebook
Citoh Printer
Wyse Printer x 2
Wyse tereminal x 2
Printer Seikosha x 2
Buffer Box
Thoroughbred Unix~8
Software programs and modification











Office equipment

Adam D3228 safe
Intercom System
Alarm Systems
Speaker
Pabx system
Polisher
Close Circuit TV
Nashua Fax
Type writer
Helios Minolta Copier
Time Clock
Fridge
Cell Phone and cell Kit x 3
GEC Fridge
Shredder
Trolley
Klc fridge



Furniture and fittings

Office desk x 11
Credenza x 7
Kitchen Cupboard
Printer & Computer stand
Chairs x 26
Factory Chairs x 12
Bookcase & Cabinets x 11
Partitions
Display Cabinet
Lockers x 2
18 CFomp cabinate
Paintings
Wall unit



Plant and Machinery

Conveyer Belt x11
12 Head rochi filler
Bottle unscrambler
Scales x 5
Willie Hunt filler
Vacuum Filler
Martom filler
Bosch Mascar Filler
Gravfil filler 7 heads
Compressor x 7
Tanks x 3
Pamasol Gas filler
Cab Machines
Unscrambler
Dust collector
Powder plant
Silverson mixer x 8
Alcohol Pump x 3
Strapper machines
Hydraulic staker
Drone separator
Labeling Machine
Racking and shelving
Lipstick Mould
Banel bump
Hand bump
Purdy Gravfil capping machine
Pallet Trucks
Auto scrub Machine
Shrink Wrapper x 4
Boiler
Hot Plate
Thermo mate oven










                              ANNEXURE B - PRODUCTS
<TABLE>


<S>                         <C>                     <C>                                 <C>             <C>                   
                                                                                        Price Excl V.A.TPrice Inc. 14%  QTY   AMOUNT
                                                                                                        V.A.T.
NAIL POLISH (12ml)                                                                      *               *
 1. Snowy Pink              2. Shell Pink             3. New Pink
 4. Sizzling Pink           5. Glitter                         6. Clear
 7. Sandle Wood             8. Dusty Pink             9. Pearly Peach
10. Valentia Orange        11. Red                   12. Scarlet
13. Purple                 14. Plum                           15. Dark Maroon
16 Bronze                  17. Blue                           18. Black
19 Creme White             20. Black Cherry          21.____________

Nail Disc
LIPSTICK                                                                                *               *
 1. Bright Red              2. Pearly Pink            3. Pinkish Red
 4. Light Maroon            5. Dark Pink              6. Maroon
 7. Dark Maroon             8. Rose Brown             9. Brown
10. Wine Brown             11. New Pink              12. Plum
13. Pink                            14. Cerise                15. Rose Pink
16 Orange                  17. Burnished Bronze      18. Lip Gloss

Herbal Bath (500ml)                                                                     *               *
Egg & Brandy Shampoo (500ml)
Cholestrol Hair Conditioner (500ml)
SADIE MASCARA              Black    Blue    Brown    Green    Purple                    *               *
SADIE MOISTURISING FOUNDATION                                                           *               *
Honey Glow        Amber Beige       Tawny Rose       Sunset Bronze
Chestnut                   Ivory            Coral Sands       Pebble Beach
Furniture Polish                                                                        *               *
Combi Brush Sets
Sadie Aftershave
EYESHADOWS                                                                              *               *
Golden Bronze              Antique Copper            Emerald Green
Brilliant Gold             Super Pearl               Royal Blue
Flamenco Red               Pink Garnet               Violet
Purple                     Silver                    Powder Blue
Cerise                     Khaki                     Strawberry
Nectar                     Kingfisher Blue

Shadow Applicators
EYESHADOW QUARTERS  No. 1___  No. 2 ___  No. 3___  No. 4___  No. 5___                   *               *
DUO BLUSHERS  No. 1___  No. 2 ___  No. 3___  No. 4___  No. 5___  No. 6___  No. 7___     *               *
LOOSE FACE POWDER     Satin Pink ____________  Silky Beige__________                    *               *
EYE PENCILS   Black ____   Blue_____   Purple_____   Green_____  Charcoal____           *               *
                           Brown_____

LIP LINERS 12cm
Sun Red________________   Brick_________________  Pink_______________

Pencil Sharpener
Brush Sets                                                                              *               *
                                                                             SUB TOTAL  *               *
                                                                               RAILAGE  *               *
                                                                                 TOTAL  *               *

*  MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUBMITTED SEPARATELY.



</TABLE>



 

 



                        ANNEXURE C - PRODUCT FORMULATIONS




<TABLE>
<S>                            <C>                                 <C>                                          <C> 

Product:   Sadie Roll On                                           Reg No.
                                                                                                                Batch no.
                                                                   Form. Completed by
                                                                   Form Authorised by                           Theor.
                                                                                                                Yield

       Code                    Dated commenced                            Form. checked by

Process instr. no.:            Date completed                                                               Material Quantities
                                                                        Wgth       Wght      Mix
                                                                        Chkd      Re-ch     Chkd

                       Lab                                                                                       Issue unit
   Material Code       Code           Description of Material                                       Standard                Adjusted
9900062                        *


9900072                        *

9900001                        *
9810009                        *
9850015                        *







Quality              Bulk                                     Actual                        Fact Costs:        Total Material Costs:
Control              Checked by                               Yield
                                                                                              Labour__________hrs___________

                                                                                              Equip___________kg/1___________

                                                                                              Assay__________________________

                                                                                            NETT BULK COST_____________1/kg




                                                                                          %


                                                              R.M. issued by:
                     Date
*  MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUBMITTED SEPARATELY.


</TABLE>






          ANNEXURE D - INDICITIVE INCOME STATEMENTS REFLECTING PROFITS

 

 






<TABLE>

<S>                      <C>     <C>    <C>      <C>    <C>    <C>   <C>     <C>    <C>      <C>     <C>    <C>      <C>


A & J Cosmetics Division of Carson Products
Budgets Jan-98 to Dec-98
06-Nov-97

USA      S.A.

                                          SAR

Description              Jan-98  Feb-98 Mar-98  Apr-98 May-98 Jun-98 Jul-98  Aug-98 Sept-98  Oct-98  Nov-98 Dec-98   Fiscal-98   %
                         *       *      *       *      *      *      *       *      *        *       *      *        *           *
SALES
CASH DISCOUNTS .04%
Ad VALORUM TAXES 5.66%
SUNDRY INCOME

NET SALES

COST OF GOODS SOLD

GROSS MARGIN

EXPENSES


MEMBER SALARY
ADVERT
BAD DEBTS
BANK CHARGES
CLEANING
DEPREC
DISCOUNT ALLOWED
DONATIONS
ENTERTAIN
EXPORT EXP
FIRST AID
GEN EXP
GROUP LIFE
INSURANCE
INTEREST
LEASING
LICENSES
MED AID

MOTOR TRAV
POSTAGE
PRINT STAT
REBATES SCORE
REFRESH
RS LEVY
RENT 30%
RM MOTOR
RM OFFICE
SALARIES ADMIN
SALARIES SALES
SALARIES BONUS PROV
SECURITY
STAFF TRAIN
STAFF ADVERT
SUSCRIP
TELEPHONE
WAGES INDIRECT 15%
CONTINGENCY


TOTAL EXPENSES

INCOME BEFORE TAX

INCOME Tax @ 35.0 %

NET INCOME
*  MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUBMITTED SEPARATELY.

</TABLE>

 

 







Chain Store Sales Sadie Brand of Carson Products
Budgets Jan-98 to Dec-98                                                 Mar-97

         20-Oct-97                    EXCHANGE RATE US$ 1.00 = R 4.8 = $1.00

USA      S.A.

SAR                                                                        SOU
                                                                           TWEL
<TABLE>
<S>      <C>                   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>    <C>       <C>  

Acct#    Description           Jan-98 Feb-98 Mar-98 Apr-98 May-98 Jun-98 Jul-98 Aug-98 Sept-98 Oct-98 Nov-98 Dec-98    Fiscal-98   %
         Sales Southern Africa *      *      *      *      *      *      *      *      *       *      *      *         *           *

5001     Gross Sales

5110     Returns/Adjustments
5201     Promotional Discounts/Bonus Stock
5300     Cash Discounts 2% of Gross  sales
5115     Ad Valorum Taxes 5.66%
         Net Sales

5600     Cost of Goods Sold (Incl. Plates artwork etc.)

         Gross Margin
         Selling Expenses
         Advertising, Promotions, Research etc
6320     Trade Promotional Expenses 3.0%
         3rd party Distribution, sales & merchand 9% of Sales
6510     Travel Expenses
6525     Dedicated Salaries & Wages (Incl. Auto)
6340     Rebates @ 5.0% of Gross Sales
6330     Samples

         Total Selling Expenses


         Admin Expenses & Deprec.
6605     Collection & Delivery Expenses 1% of Sales
7215     General Admin Fee (Incl. Debtors, financial audit etc.)
7321     Bad Debt Expense
         Performance Bonus
         All other

         Total G&A Expenses


         Utilities
7405     Telephone

         Total Utility Expenses


         Insurance & Taxes
         Employee Insurance
7815     Employee Ins - Medical
         Pensions

         General Insurance
7860     All Insurance

         Taxes
7871     Employer Social Security
7872     Unemployment Taxes
7876     Other Taxes RSC Levies

         Total Insurance & Taxes


         General & Admin Salaries
8005     G&A Salaries/Wages/Travel
7655     13th check (X-mas Bonus)
7660     Performance Bonus

         Total G&A Salaries


         Total Expenses

         Income (Loss) before Interest & Taxes
9905     Income Taxes Payable 35%
         Net Income
 *MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUBMITTED SEPARATELY.


 

</TABLE>
 







                                                      ANNEXURE E - TRADEMARKS
<TABLE>
<S>                <C>     <C>      <C>          <C>                    <C>      <C>                <C>                    <C> 
TRADE NAME         CLASS   COUNTRY  CERTIFICATE  NUMBCERTIFICATE DATE   PERIOD   EFFECTIVE FROM        RENEWED             PERIOD
                                   /APPLICATION  
Everglade             3     rsa       86/7013      21 November 1989    10 Years  22 october 1986    22 october 1996        10 years
Blue ice              3     rsa       83/6709      29 October 1985     10 years  20 September 1983  20 september 1993      10 years
Blue ice         device (3) rsa       97/10819
dida                  5     rsa       92/8441      10 march 1995       10 years  6 october 1992
melindy               3     rsa       90/2923      18 march 1993       10 years  18 april 1990
purdy                 3     rsa       85/5788      9 march 1987        10 years  8 august 1985      8 august 1995          10 years
aljadent              3     rsa       83/2281      18 july 1994        10 years  15 april 1983      15 april 1993          10 years
cyclone               3     rsa       83/1850      16 may 1984         10 years  24 march 1983      24 march 1993          10 years
cyclone               3     rsa       83/1851      no certificate                                   24 march 1993          10 years
wild fragrance        3     rsa       93/8610      7 september 1995    10 years  24 september 1993
sadie silk            3     rsa       89/0340      16 october 1991     10 years  19 January 1989
impact                3     rsa       83/1851      16 may 1984         10 years  24 march 1983
impact                3     rsa       91/5166      18 october 1993     10 years  1 july 1991
impact                3     zambia    272/93       9 July 1996         10 years  16 august 1993
impact                3     zimbabwe  609/93       29 november 1993    10 years  15 july 1993
Sadie                 3     rsa       77/4007      8 september 1993    10 years  7 september 1977   7 september 1987       10 years
                                                                                                    7 september 1997       10 years

sadie                 3     rsa       91/5555      6 march 1995        10 years  16 july 1991
sadie                 3     zambia    273/93       6 july 1996         10 years  16 august 1993
sadie                 3     zimbabwe  605/93       29 november 1993    10 years  15 july 1993

Brookynn                                           withdrawn        15 july 1991
Dida                  3               92/8440      withdrawn        refer letter dated             5 may 1995              j. galgut
showman                               91/5527      withdrawn        refer letter dated             17 December 1992        j. galgut

</TABLE>




Startline                       3
                                5

                            in Progress
                               25










                      ANNEXURE F - SALES AND PROFIT BUDGET



 

 










A & J Cosmetics Division of Carson Products
Budgets Jan-98 to Dec-98
06-Nov-97

USA      S.A.
<TABLE>

                                          SAR
<S>                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>    <C>          <C> 
Description             Jan-98 Feb-98 Mar-98 Apr-98 May-98 Jun-98 Jul-98 Aug-98 Sept-98 Oct-98 Nov-98 Dec-98       Fiscal-98   %
                        *      *      *      *      *      *      *      *      *       *      *      *            * 
SALES
CASH DISCOUNTS .04%
Ad VALORUM TAXES 5.66%
SUNDRY INCOME

NET SALES

COST OF GOODS SOLD

GROSS MARGIN

EXPENSES


MEMBER SALARY
ADVERT
BAD DEBTS
BANK CHARGES
CLEANING
DEPREC
DISCOUNT ALLOWED
DONATIONS
ENTERTAIN
EXPORT EXP
FIRST AID
GEN EXP
GROUP LIFE
INSURANCE
INTEREST
LEASING
LICENSES
MED AID

MOTOR TRAV
POSTAGE
PRINT STAT
REBATES SCORE
REFRESH
RS LEVY
RENT 30%
RM MOTOR
RM OFFICE
SALARIES ADMIN
SALARIES SALES
SALARIES BONUS PROV
SECURITY
STAFF TRAIN
STAFF ADVERT
SUSCRIP
TELEPHONE
WAGES INDIRECT 15%
CONTINGENCY


TOTAL EXPENSES

INCOME BEFORE TAX

INCOME Tax @ 35.0 %

NET INCOME
*MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUBMITTED SEPARATELY.

</TABLE>

 




Chain Store Sales Sadie Brand of Carson Products
Budgets Jan-98 to Dec-98                                                  Mar-97

20-Oct-97                                 EXCHANGE RATE US$ 1.00 = R 4.8 = $1.00

USA      S.A.

SAR                                                                          SOU
                                                                            TWEL
<TABLE>

<S>      <C>                     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>    <C>    <C>     <C> 
Acct#    Description             Jan-98 Feb-98 Mar-98 Apr-98 May-98 Jun-98 Jul-98 Aug-98 Sept-98 Oct-98 Nov-98 Dec-98  Fiscal-98   %
5001     Gross Sales             *      *      *      *      *      *      *      *      *       *      *      *       *     

5110     Returns/Adjustments
5201     Promotional Discounts/Bonus Stock
5300     Cash Discounts 2% of Gross  sales
5115     Ad Valorum Taxes 5.66%
         Net Sales

5600     Cost of Goods Sold (Incl. Plates artwork etc.)

         Gross Margin
         Selling Expenses
         Advertising, Promotions, Research etc
6320     Trade Promotional Expenses 3.0%
         3rd party Distribution, sales & merchand 9% of Sales
6510     Travel Expenses
6525     Dedicated Salaries & Wages (Incl. Auto)
6340     Rebates @ 5.0% of Gross Sales
6330     Samples

         Total Selling Expenses


         Admin Expenses & Deprec.
6605     Collection & Delivery Expenses 1% of Sales
7215     General Admin Fee (Incl. Debtors, financial audit etc.)
7321     Bad Debt Expense
         Performance Bonus
         All other

         Total G&A Expenses


         Utilities
7405     Telephone

         Total Utility Expenses


         Insurance & Taxes
         Employee Insurance
7815     Employee Ins - Medical
         Pensions

         General Insurance
7860     All Insurance

         Taxes
7871     Employer Social Security
7872     Unemployment Taxes
7876     Other Taxes RSC Levies

         Total Insurance & Taxes


         General & Admin Salaries
8005     G&A Salaries/Wages/Travel
7655     13th check (X-mas Bonus)
7660     Performance Bonus

         Total G&A Salaries


         Total Expenses

         Income (Loss) before Interest & Taxes
9905     Income Taxes Payable 35%
         Net Income
*MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUBMITTED SEPARATELY.

</TABLE>

 

 

The agreement is to incorporate a clause stating that all employees listed below
are to be employed by Carson  Products on the same  conditions (as per agreement
given to you) and at the same salary listed below from the 1st January 1998. The
only  difference  between the hourly paid workers and the salaried staff is that
the salaried staff work 40 hours per week

COMPANY  DATE OF     Name          RATE OF PAY             POSITION
NUMBER  ENGAGEMENT
  3    01/03/78      A. Moloisane     19.617 p/h            Sales lady
  5    27/07/83       A. Sebesho      29.423 p/h            compounder
 28    08/08/88        N. Leboho      10.805 p/h            production
 32    07/08/86         P. Bame       17.159 p/h              Stores
 44    06/06/86        M. Radebe      19.730 p/h             qc asst
 54    02/07/90        A. Nhlapo      11.608 p/h            production
 60    16/07/90         V. Xulu        9.796 p/h              stores
 61    16/07/90       D. Thusini      10.936 p/h            production
 62    16/07/90      N. Ngqulunga     11.462 p/h            production
 63    16/07/90       Z. Khumalo      10.006 p/h            production
 64    16/07/90       R. Sithole       9.796 p/h            production
 65    16/07/90        F. Mkhize       9.796 p/h            production
 66    30/07/90       P. Ngocobo       9.796 p/h            production
 67    10/07/95        F. Smuts        9.247 p/h              stores
 68    30/07/90      S. Mthimkhulu    10.006 p/h            production
 69    30/07/90       I. Hermanus      9.796 p/h            production
 70    09/03/92       N.mthethwa       8.252 p/h            production
 71    30/07/90        M. Biyela       9.796 p/h            production
 72    09/03/92       J. Thabethe      8.252 p/h            production
 73    30/07/90         D. Jaxa       10.971 p/h            production
 74    05/12/89       E. Tshandu      11.207 p/h            production
 75    30/07/90       M. Khumalo       9.796 p/h              stores
 76    09/03/92        E. Gindi        8.252 p/h            production
 77    21/06/93        G. Mbatha       7.867 p/h            production
 78    29/04/91       M. Nhlebela     12.404 p/h              stores
 79    09/05/94       S. Khasane       7.867 p/h             delivery
 80    13/08/90        G. Mmekwa      10.006 p/h            production
 81    09/03/92       A. Thabethe      8.252 p/h            production
 82    28/08/90       H. Njotini       9.796 p/h            production
 83    28/08/90        G. Molapo       9.796 p/h            production
 84    09/03/92       C. Mayisela      8.252 p/h            production
 85    21/04/97        H.prince       13.437 p/h              driver
 86    08/10/90        T. Moshe       10.879 p/h           compounding
 87    05/11/90        E. Gamede      12.008 p/h            sales lady
 89    19/08/91        L. Sebeko       8.854 p/h             cleaning
 90    07/07/97         W. Xaba        7.867 p/h            production
 92    09/03/92       N. Vilakazi      8.252 p/h             delivery
 93    09/03/92      W. Mkhwanazi      8.252 p/h            production
 94    31/10/94       S. Mtshali       7.867 p/h            production
 95    07/07/97        E. Mchunu       7.867 p/h            production
 96    19/05/92        j. mncube       8.252 p/h            production
 98    31/08/92        C. Tobias       8.429 p/h            production
100    23/08/93      N. Moloisane      8.725 p/h              stores
101    18/10/93       A. Marakane      8.538 p/h           compounding
102    03/01/94       M. Ramaube       7.867 p/h            production


  1    01/05/83        N. Davis     11204.00 p/m          sales manager
  2    26/02/85        M. Fisher    10261.00 p/m           prod.manager
  4    03/02/86        T. Nakedi     6805.00 p/m            compounder
  6    01/11/85      P. V/d vyver   11953.00 p/m          admin manager
  7    01/02/90       D. Merrell    10642.00 p/m         w/house manager
 17    16/05/91       R. Williams    9254.00 p/m          sales internal
 18    26/04/93      R. Westbrook    8946.00 p/m            qc manager
 22    07/08/91        M. Hendry     6975.00 p/m            bookkeeper
 26    05/06/96       D. Griesel     3675.00 p/m           receptionist
       01/05/85        J. Emond      5700.00 p/m          w/h data clerk
       01/01/78      H.r.Townsend    15000.000 p/m        managing director




 


ANNEXURE~H - TERMS OF HIRE OF LEASE PREMISES


     1. DEFINITIONS
     The following terms shall have the meanings  assigned to them hereunder and
cognate expressions shall have a corresponding meaning, namely -
     1.1 "building" means the building/s on the property;
     1.2 "landlord" means SADIE INVESTMENTS (PROPRIETARY) LIMITED;
     1.3 "main agreement" means the agreement to which this annexure constitutes
Annexure~H;
     1.4 "tenant" means CARSON PRODUCTS (PROPRIETARY) LIMITED;
     1.5 "premises" means the property and the buildings and other  improvements
situated on the property;
     1.6 "property" means the property  situated at 86 Wolhuter  Street.  Jeppe,
Johannesburg, 2096.

     2. RESOLUTIVE CONDITION
     This  agreement  shall be  deemed  to be  subject  to the  same  resolutive
condition  as the  resolutive  condition  contained in the main  agreement  (the
"resolutive   condition").   If  the  resolutive   condition  is  fulfilled  and
accordingly  the main agreement  ceases ipso facto to be of any force or effect,
this agreement of lease shall  similarly  cease ipso facto to be of any force or
effect and the provisions of clause~2 (read together with  clause~3.2)  shall be
deemed mutatis mutandis to be incorporated herein.

     3. HIRE
     The landlord lets to the tenant which hires the premises.

     4. DURATION
     This lease  shall  commence  on 1 November  1997 and shall  continue  for a
period of 18 (eighteen)  months until 30~April 1999 or such longer period as may
be agreed to in writing by the parties.

     5. RENTAL
     1.7 The  monthly  rental  payable  by the tenant to the  landlord  shall be
R40~000,00 (forty thousand rand) (exclusive of VAT).
     1.8 The  rental  shall be paid by the  tenant to the  landlord  monthly  in
advance on the first day of each month.
     1.9 All  amounts  payable  by the tenant to the  landlord  in terms of this
lease shall be paid at the landlord's  domicilium citandi et executandi referred
to in the main agreement.

     6. ASSESSMENT RATES AND MUNICIPAL CHARGES
     The landlord shall be exclusively responsible and liable for the payment of
all and any  assessment  rates and  municipal  charges  which are payable to the
local or any other  authority in respect of the premises or the buildings on the
premises.

     7. ELECTRICITY, WATER AND SANITATION FEES
     The tenant shall pay on demand to the landlord or to the local authority or
body concerned, as the landlord may require -
     1.10 the costs of all electricity,  water and gas, if any,  consumed on the
premises; and
     1.11 all refuse removal charges,  sanitary fees and domestic and industrial
effluent  fees  levied from time to time in respect of the  premises  (including
basis and services charges).

     8. DISPUTES AS REGARDS TENANT'S LIABILITY FOR THE PAYMENTS OF ANY AMOUNT
     If there is dispute as to the tenant's  liability for the payment of any of
the items referred to in paragraph~7, or as to the amount of such liability, the
decision  of the  landlord's  auditors,  who  shall  act as  experts  and not as
arbitrators  and who shall determine the liability for their charges which shall
be paid accordingly, shall be final and binding upon the parties.

     9. SUB-LETTING OR ASSIGNMENT
     The tenant shall not -
     1.12 cede or assign or pledge or  otherwise  encumber  this lease or any of
its rights hereunder: or
     1.13 sub-let the leased premises or any party thereof; or
     1.14 give up occupation or possession of the premises or portion thereof to
any person or permit any person to enter into possession of or to occupy or take
possession of the premises or any portion  thereof for either a definite  period
or at all, without the landlord's prior written consent,  without the landlord's
prior written consent.

     10. THE TENANT'S GENERAL RIGHTS AND OBLIGATIONS
     The tenant :-
     1.15 shall be  entitled  to use the leased  premises  only for the  conduct
therein of the business;
     1.16 maintain the premises and all parts  thereof in the same  condition in
which they are at the commencement of this lease, fair wear and tear excepted;
     1.17  shall  not keep or do or  permit  to be kept or done in the  premises
anything  which,  in terms of any  conditions of any insurance  policy held from
time to time by the landlord in respect of the building or any part thereof, may
not be kept or done therein or may render same void or voidable or which will or
may  increase  the rate of  premiums  payable in  respect of any such  insurance
policy;
     1.18 not  contravene  or permit  the  contravention  of any law,  by-law or
statutory  regulation or conditions or any license  relating to or affecting the
occupation of the premises;
     1.19 shall not  install or change or  interfere  with the  premises or with
electrical,  plumbing or  air-conditioning  installations  or  equipment  in the
premises without the prior written consent of the landlord;
     1.20 shall not be entitled  to fix,  paint,  erect,  install or display any
advertising  or  other  signs  on the  premises  or in any  manner  without  the
landlord's prior written consent
     1.21 shall at all time keep the premises clean and tidy;
     1.22 shall not effect any  alternations,  additions or  improvements to the
interior or exterior or the premises,  whether structural or otherwise,  without
the landlord's prior written consent;
     1.23 afford the landlord  reasonable  access to the premises at any time to
repair,  improve,  alter or add to the building,  the lease premises or any part
thereof;
     1.24  afford the  landlord  reasonable  access to the  premises to show the
premises  to  any  prospective  tenants  of the  premises  or  purchaser  of the
property.

     11. LANDLORD'S CONSENT
     Where in terms of this  agreement  the  tenant is  required  to secure  the
landlord's  consent,  the  landlord  undertakes  not to  withhold  such  consent
unreasonably.

     12. BREACH
     If any party  breaches any material  provision or term of this annexure and
fails to remedy such breach  within 7 (seven) days of receipt of written  notice
requiring it to do so (or if it is not reasonably  possible to remedy the breach
within 7 (seven)  days,  within such further  period as may be reasonable in the
circumstances  provided that the party in breach  furnishes  evidence within the
period of 7 (seven) days,  reasonably  satisfactory to the other party,  that it
has taken whatever steps are available to it, to commence remedying the breach))
then the aggrieved party shall be entitled  without  notice,  in addition to any
other remedy available to it at law or under this annexure,  including obtaining
an interdict,  to cancel this annexure or to claim  specific  performance of any
obligation  whether or not the due date for performance  has arrived,  in either
event without prejudice to the aggrieved party's right to claim damages.

     13. WHOLE AGREEMENT, NO AMENDMENT
     1.25 This  annexure  constitutes  the whole  agreement  between the parties
relating to the subject matter hereof.
     1.26 No  amendment  or  consensual  cancellation  of this  annexure  or any
provision or term hereof or of any agreement, bill of exchange or other document
issued or executed  pursuant to or in terms of this  agreement and no settlement
of any disputes arising under this agreement and no extension of time, waiver or
relaxation  or  suspension  of or  agreement  not to  enforce  or to  suspend or
postpone the  enforcement  of any of the provisions or terms of this annexure or
of any agreement,  bill of exchange or other document  issued  pursuant to or in
terms of this agreement shall be binding unless  recorded in a written  document
signed by the parties.  Any such  extension,  waiver or relaxation or suspension
which is so given or made shall be strictly  construed  as relating  strictly to
the matter in respect whereof it was made or given.
     1.27 No extension of time or waiver or relaxation of any of the  provisions
or terms of this annexure or any  agreement,  bill of exchange or other document
issued or executed pursuant to or in terms of this annexure, shall operate as an
estoppel  against any party in respect of its rights  under this  annexure,  nor
shall it operate so as to preclude such party  thereafter  from  exercising  its
rights strictly in accordance with this annexure.
     1.28 To the  extent  permissible  by law no  party  shall  be  bound by any
express  or  implied  term,  representation,  warranty,  promise or the like not
recorded herein, whether it induced the contract and/or whether it was negligent
or not.

     14. STAMP DUTY
     The tenant  shall be liable  for the stamp  duty  payable in respect of the
lease.





ANNEXURE~I - TOWNSEND SERVICE AGREEMENT









                              entered into between




       CARSON PRODUCTS (PROPRIETARY) LIMITED (Registration No 93/02698/07)
                                      and
                                 ALLAN TOWNSEND
 

 

WHEREBY IT IS AGREED AS FOLLOWS:




     1. INTERPRETATION AND PRELIMINARY
     The  headings  of the  clauses  in this  agreement  are for the  purpose of
convenience  and reference only and shall not be used in the  interpretation  of
nor modify nor amplify the terms of this agreement nor any clause hereof. Unless
a contrary intention clearly appears - words importing -

     1.1.1 any one gender include the other two genders;
     1.1.2 the singular include the plural and vice versa; and
     1.1.3 natural persons include created entities (corporate or unincorporate)
and the state and vice  versa;  the  following  terms  shall  have the  meanings
assigned to them  hereunder  and cognate  expressions  shall have  corresponding
meanings, namely -
     1.1.4  "board"  means the board of  directors  of the company  from time to
time;
     1.1.5  "competing  goods"  means any  goods  sold in  competition  with the
prescribed goods;
     1.1.6 "competing  services" means any services rendered in competition with
the prescribed services;
     1.1.7 "company" means CARSON PRODUCTS (PROPRIETARY) LIMITED;
     1.1.8 "employee" ALLAN TOWNSEND;
     1.1.9 "prescribed areas" means each magisterial district in the Republic of
South Africa;
     1.1.10 "prescribed customers" means any person -
     a) who is or was a prospective  customer of the company at the  termination
date;  or b)  who  is or  was a  prospective  customer  of  the  company  at the
termination  date whom the  employee  had  approached  to do  business  with the
company within the period of 1 (one) year preceding the termination  date; or c)
who  purchased  prescribed  goods from the company  within the period of 1 (one)
year  preceding the  termination  date; or d) to whom  prescribed  services were
rendered  by the  company  within  the  period  of 1 (one)  year  preceding  the
termination date;
     1.1.11 "prescribed goods" means any goods which are dealt in by the company
in the ordinary course of business;
     1.1.12  "prescribed  services" means any services which are dealt in by the
company in the ordinary course of business;
     1.1.13 "prescribed suppliers" means any person -
     a) is or was a supplier of prescribed goods and/or  prescribed  services to
the company at the termination  date; or b) is or was a prospective  supplier of
prescribed  goods and/or  prescribed  services to the company at the termination
date whom the employee had approached to do business with the company within the
period of 1 (one) year preceding the termination date; or c) supplied prescribed
goods  and/or  prescribed  services to the company  within the period of 1 (one)
year preceding the termination date;
     1.1.14  "termination  date"  means  the  date  upon  which  the  employee's
employment by the company ceases or is terminated for any reason whatsoever; any
reference  in this  agreement  to "date of  signature  hereof"  shall be read as
meaning a reference to the date of the last signature of this agreement;  if any
provision  in a  definition  is a  substantive  provision  conferring  rights or
imposing  obligations  on any  party,  notwithstanding  that  it is  only in the
definition  clause,  effect  shall be  given  to it as if it were a  substantive
provision in the body of the agreement; when any number of days is prescribed in
this agreement,  same shall be reckoned exclusively of the first and inclusively
of the last day  unless  the last day  falls on a  Saturday,  Sunday  or  public
holiday,  in which case the last day shall be the next  succeeding  day which is
not a Saturday,  Sunday or public  holiday;  where  figures  are  referred to in
numerals and in words, if there is any conflict between the two, the words shall
prevail.

     2. RESOLUTIVE CONDITION This agreement shall be deemed to be subject to the
same resolutive condition as the resolutive condition contained in the agreement
to which this agreement  constitutes  Annexure I (the "main agreement").  If the
resolutive condition is fulfilled and accordingly the main agreement ceases ipso
facto to be of any force or effect,  this  agreement  of lease  shall  similarly
cease  ipso facto to be of any force or effect and the  provisions  of  clause~2
read  together  with  clause  3.2  shall  be  deemed  mutatis   mutandis  to  be
incorporated herein).

     3. APPOINTMENT OF EMPLOYEE The company appoints the employee as its General
Manager in respect of the "A&J"  division of the company.  The employee  accepts
such appointment.

     4. PERIOD OF  EMPLOYMENT  The  employee's  employment  shall  commence on 1
November 1997 and shall be terminable on not less than 2 (two) calendar  months'
written notice given by the company or the employee to the other,  provided that
- no such  notice  may be given so as to  terminate  the  employee's  employment
before  30~April  1999;  and the  company  shall be entitled  to  terminate  the
employee's  employment  summarily  (or  on  such  other  basis  as it  considers
appropriate) if the employee -
     4.1.1 is guilty of conduct justifying a summary dismissal  according to the
common law; and/or
     4.1.2 is guilty of conduct  which is likely to bring himself or the company
into disrepute or is convicted of an offence involving dishonesty; and/or
     4.1.3 commits a breach of any of the terms of this agreement; and/or
     4.1.4 becomes incapacitated, which shall mean that -
     4.1.4.1 he is precluded  in terms of any statute  from holding  office as a
director; or
     4.1.4.2 he has suffered some illness or disability  which has precluded him
from providing his services hereunder for a period in excess of 90 (ninety) days
in the determination of which  intermittent  returns to work or service which do
not constitute a bona fide resumption of duties shall be disregarded.

     5. EFFECT OF TERMINATION OF EMPLOYMENT
     The  termination  of the employee's  employment  for any reason  whatsoever
shall not affect the operation of any provisions of this agreement to the extent
to which they confer  rights or impose  obligations  upon the parties  which are
exercisable or enforceable after the termination date, and such provisions shall
to that extent  continue to be of full force and effect.  The termination of the
employee's  employment  shall  furthermore  not  prejudice any rights which have
accrued to the parties as at the termination date.

     6. SUSPENSION OF EMPLOYMENT
     If the company suspects that the employee is guilty of the conduct referred
to in clause 4.2.1  and/or  clause  4.2.2,  or any other  conduct  which may, if
proved, justify his dismissal,  or has committed a breach of any of the terms of
this  agreement,  it may,  pending a duly  constituted  enquiry into the alleged
conduct in question,  but without prejudice to its right of summary dismissal in
terms of  clause  4.2 and  without  giving  rise to any  claim  for  damages  or
otherwise  against  it,  suspend  the  employee  for a period not  exceeding  90
(ninety)  days during which the employee  shall
     - not be  entitled  to  attend  work at the  premises  of the  company;  be
entitled to his normal salary.

     7. DUTIES OF EMPLOYEE
     The employee shall -

     devote  the whole of his time and  attention  during the  company's  normal
business  hours,  and  such  reasonable  amount  of  additional  time  as may be
necessary on an unpaid basis, having regard to the exigencies of the business of
the company, to the business and affairs of the company (and, in particular, the
A&J  Division  of the  company)  and shall not,  before the date  referred to in
clause~4.1 of this agreement (unless it is terminated  prematurely as the result
of or by wrongful  conduct by the  company) or during any period after such date
in which he is employed by the  company,  without the  company's  prior  written
consent,  whether  as  proprietor,  partner,  director,   shareholder,   member,
employee, consultant,  contractor, financier, agent, representative,  assistant,
trustee or beneficiary  of a trust or otherwise,  and whether for reward or not,
directly or indirectly be interested or engaged in or concerned with or employed
by any business, trade, undertaking or concern -
     7.1.1 other than that of the company; or
     7.1.2 which  competes  with any  business  carried on by the  company,  the
undertakings in clauses 7.1.1 and 7.1.2 being  separate,  provided that he shall
not be deemed to have breached his undertakings by reason of -
     7.1.3 he having  bona  fide  financial  interests  in  businesses,  trades,
undertakings  or concerns  which do not directly or indirectly  compete with the
company  which  have been  disclosed  to the  company in  writing  and/or  after
disclosing  his  intention  to do so to the  company  in writing  his  accepting
appointment as a non-executive director of such businesses, trades, undertakings
or concerns and devoting a reasonable amount of time to such financial interests
and  directorships,  provided  that no such  interests of or  activities  by the
employee are  prejudicial to or adversely  affect the  performance of his duties
hereunder; and/or
     7.1.4 he holding  shares in any company the shares of which are listed on a
recognized stock exchange if the shares owned by him and the persons,  companies
and trusts referred to in clause 14.3.4 do not in the aggregate  constitute more
than 5%  (five  per  cent) of any  class of the  issued  share  capital  of such
company; and/or
     7.1.5 he being an  officer of or holding  shares in the  company;  obey the
orders and  directions  of the board,  any  managing  director  and any properly
authorized  officer or official of the company,  shall carry out such  functions
and duties as are from time to time assigned to him and are consistent  with his
status and use his utmost  endeavors  to protect and promote  the  business  and
interests  of the company and to preserve  its  reputation  and  goodwill;  not,
during the operation of this agreement or  thereafter,  regardless of the reason
for termination of his employment, use for his own benefit or for the benefit of
any other person or divulge or communicate  to any person or persons,  except to
those of the officials of the company whose province it is to know the same, any
of the company's secrets or any other information which he may receive or obtain
in relation to the  company's  affairs or its customers or to the working of any
process or invention or to any marketing  technique  which is carried on or used
by the  company;  be true  and  faithful  to the  company  in all  dealings  and
transactions  whatsoever  relating to its business and interests;  submit to the
board or to any person  nominated by it, such  information and reports as may be
required  of him in  connection  with  the  performance  of his  duties  and the
business  of the  company;  not,  at any  time  during  the  operation  of  this
agreement,  directly or indirectly, act in the manner referred to in clause 14.3
or 14.4 or attempt to do so.

     8. REMUNERATION
     As  remuneration  for his  services  hereunder  the  company  shall pay the
employee a monthly salary at the rate of :- R15 000,00  (fifteen  thousand rand)
per month for the period commencing on 1~November 1997 and ending on 31~December
1998; R20 000,00 (twenty  thousand rand) per month for the period  commencing on
1~January~1999 and ending on 30~April 1999.

     9. MOTOR VEHICLE
     The company shall pay the cost of insuring,  licensing and  maintaining the
employee's  motor  vehicle and of  reasonable  fuel,  lubricants  and repairs in
regard to such motor vehicle.

     10. INVENTIONS, DISCOVERIES AND COPYRIGHT
     Any discovery or invention or secret  process or  improvement  in procedure
made or discovered by the employee in the course and score of his  employment by
the  company in  connection  with or in any way  affecting  or  relating  to the
business  of the  company or  capable  of being  used or adapted  for use by the
company or in connection with its business shall be disclosed to the company and
shall belong to and be the absolute property of the company. The employee shall,
if and when  required  by the  company,  apply or join with the  company  at its
expense in applying for Letters  Patent or other  equivalent  protection  in the
Republic of South  Africa or in any other part of the world for such  discovery,
invention, process or improvement and shall at the company's expense execute all
instruments  and do all things  necessary for vesting the said Letters Patent or
other equivalent  protection in the name of the company as sole beneficial owner
or in the name of such other person as the company may nominate.  Insofar as may
be necessary  the employee  assigns to the company the  copyright in all present
and future works eligible for copyright, including, without limitation, literary
or  artistic  works or software  programs  of which he may be the author,  which
works were or are  created,  compiled,  devised or brought into being during the
course and scope of his  employment by the company.  No  consideration  shall be
payable by the  company to the  employee  in  respect  of this  assignment.  All
reports,  manuals,  financial  statements,  budgets,  indices,  research papers,
letters or other  similar  documents  (the nature of which is not limited by the
specific  reference  to the  foregoing  items)  which are  created,  compiled or
devised  or  brought  into  being by the  employee  or come into the  employee's
possession  during the course and scope of his employment by the company and all
copies  thereof will be the property of the company  and,  upon the  termination
date or earlier if required by the company,  such documents and all copies shall
be returned to the company.

     11. LEAVE
     The  employee  shall be entitled  to 20 (twenty)  days leave on full pay in
respect of each 12 (twelve)  months'  cycle of  employment,  to be taken at such
time or times as are  convenient to the company.  Leave not taken when it is due
otherwise than at the instance of the company may not be accumulated.

     12. OUT OF POCKET EXPENSES
     The  company  shall  refund  to the  employee  the  out-of-pocket  expenses
incurred by him on behalf of the  company  which are  substantiated  by vouchers
therefor and which have been approved by the board or are incurred in accordance
with principles determined by it from time to time.

     13. PENSION FUND
     The employee  shall be obliged to become a member of the company's  pension
fund,  group life and  medical  aid  schemes  (if any) on the  normal  terms and
conditions  from time to time  applicable  to an  employee  of the  company  but
subject to the employee's eligibility for membership.

     14. RESTRAINT OF TRADE
     It is recorded that in the course of his duties the employee -
     14.1.1 has acquired and/or will acquire  considerable  know-how in and will
learn of the company's techniques relating to the manufacture,  marketing,  sale
and distribution of toiletry products;
     14.1.2  will  have  access  to names of  customers  and the  licensors  and
suppliers with whom the company does business  whether  embodied in written form
or otherwise;
     14.1.3 will have the opportunity of forging  personal links with customers,
licensors and suppliers of the company; and
     14.1.4  generally  will have the  opportunity of learning and acquiring the
trade  secrets,   business   connections  and  other  confidential   information
appertaining  to the  company's  business.  It is  acknowledged  that  the  only
effective and reasonable  manner in which the company's rights in respect of its
business  secrets and customer  connection  can be  protected  is the  restraint
imposed upon the employee in terms of this clause 14.  Subject to the provisions
of clause 14.7 below,  but without  derogating  from the employee's  obligations
under  clause  7.1,  the  employee  shall  not,  for 4  (four)  years  from  the
termination date, whether as proprietor, partner, director, shareholder, member,
employee, consultant,  contractor, financier, agent, representative,  assistant,
trustee or  beneficiary  of a trust or otherwise  and whether for reward or not,
directly or indirectly :-
     14.1.5 carry on; or
     14.1.6 be  interested  or engaged in or  concerned  with or employed by any
company,  close corporation,  firm,  undertaking or concern which carries on, in
any of the  prescribed  areas  any  business  which  sells  prescribed  goods or
competing goods or renders  prescribed  services or competing services or in the
course of which  prescribed  goods or  competing  goods  are sold or  prescribed
services or competing  services are rendered;  provided that the employee  shall
not be deemed to have breached his undertaking by reason of his -
     14.1.7 holding shares in the company; or
     14.1.8  holding  shares in any  company the shares of which are listed on a
recognised stock exchange if the shares owned by -
     14.1.8.1 him;

     14.1.8.2 his ascendants and descendants;
     14.1.8.3 his spouse;
     14.1.8.4 any person related to his or his spouse within the third degree of
consanguinity;
     14.1.8.5 any trust created  primarily for the benefit of one or more of the
persons referred to in clauses 14.3.4.1 to 14.3.4.4; and
     14.1.8.6 any company  effectively  controlled by one or more of the persons
and trusts  referred to in clauses  14.3.4.1 to 14.3.4.5 do not in the aggregate
constitute more than 5% (five per cent) of any class of the issued share capital
of such company.  Subject to the  provisions of clause 14.7 below,  the employee
undertakes  that  neither  his  nor  any  company,   close  corporation,   firm,
undertaking or concern in or by which he is directly or indirectly interested or
employed will within 4 (four) years after the  termination  date and whether for
reward or not, directly or indirectly -
     14.1.9  encourage  or  entice or incite  or  persuade  or induce  any other
employee of the company,  who was  employed  whilst the employee was employed by
the company and who is engaged or participates in the sale or other marketing by
the company of the prescribed  goods, or in a material  respect in the rendering
or in the marketing of the prescribed  services,  to terminate his employment by
the company; or
     14.1.10  furnish any  information  or advice to any employee to whom clause
14.4.1 applies or to any prospective  employer of such employee or use any other
means which are directly or indirectly  designed,  or in the ordinary  course of
events calculated,  to result in any such employee terminating his employment by
the company  and/or  becoming  employed by or directly or  indirectly in any way
interested in or associated  with any other company,  close  corporation,  firm,
undertaking or concern; or
     14.1.11  furnish any information or advice (whether oral or written) to any
prescribed customer that the employee intends to or will (whether as proprietor,
partner,  director  shareholder,   member,  employee,  consultant,   contractor,
financier,  agent,  representative  or  otherwise)  directly or  indirectly,  be
interested  or engaged in or concerned  with or employed by any  company,  close
corporation,  firm,  undertaking or concern  carried on in any of the prescribed
areas which sells  prescribed  goods or  competing  goods or renders  prescribed
services or  competing  services or in the course of which  prescribed  goods or
competing  goods are sold or  prescribed  services  or  competing  services  are
rendered after the expiry of 4 (four) years after the termination date; or
     14.1.12  furnish any information or advice (whether oral or written) to any
prescribed  customer  or use any other means or take any other  action  which is
directly or indirectly designed, or in the ordinary course of events calculated,
to result in any such prescribed  customer  terminating his association with the
company and/or  transferring  his business to or purchasing any prescribed goods
or competing  goods or accepting  the  rendering of any  prescribed  services or
competing  services from any perso other than the company,  or attempt to do so.
Subject  to the  provisions  of  clause  14.7 but  without  derogating  from the
obligations  imposed by this clause 14, the employee  undertakes that neither he
nor any company,  firm,  undertaking or concern in or by which he is directly or
indirectly  interested,  engaged,  concerned or employed  will for a period of 4
(four)  years after the  termination  date  directly or  indirectly,  whether as
proprietor,  partner, director, shareholder,  employee, consultant,  contractor,
financier, agent,  representative,  assistant, trustee or beneficiary of a trust
or otherwise in any part of the prescribed areas and whether for reward or not -
     14.1.13 solicit orders from prescribed  customers for the prescribed  goods
or any competing goods and/or the prescribed services or any competing services;
     14.1.14  canvass  business  in  respect  of  the  prescribed  goods  or any
competing  goods and/or the prescribed  services or any competing  services from
prescribed customers;
     14.1.15 sell or otherwise supply any prescribed goods or competing goods to
any prescribed customer;
     14.1.16  render  any  prescribed  services  or  competing  service  to  any
prescribed customer;
     14.1.17  purchase  any  prescribed  goods from any  prescribed  supplier or
accept the rendering of any prescribed services from it;
     14.1.18  solicit   appointment  as  a  distributor,   licensee,   agent  or
representative of any prescribed  supplier in respect of prescribed goods and/or
prescribed  services,  including on behalf of or for the benefit of a prescribed
supplier.  Each of the  undertakings  set out in this clause 14 (including those
appearing in a single clause) is severable inter alia as to -
     14.1.19 nature of interest, act or activity;
     14.1.20  the  categories  of  persons  falling  within  the  definition  of
prescribed customers;
     14.1.21  the  categories  of goods  falling  within the  definition  of the
prescribed goods and competing goods;
     14.1.22 the  categories of services  falling  within the  definition of the
prescribed services and competing services;
     14.1.23  the  categories  of  persons  falling  within  the  definition  of
prescribed supplier;
     14.1.24 the individual magisterial districts and areas which are defined as
the  prescribed  areas and are  acknowledged  to be reasonably  required for the
protection  of the  company  and are  generally  fair  and  reasonable.  Nothing
contained  in this clause 14 shall  operate to prohibit or restrict the employee
retaining  an  interest in D&N  WHOLESALERS  CC  ("D&N"),  which is  principally
involved  in the  decanting,  filling of  glycerine,  the sale  thereof  and the
distribution of cosmetics,  provided that D&N shall insofar as deodorants,  hand
and body lotions and  perfumes are  concerned,  restrict its  activities  to the
distribution of the latter products.

     15. GENERAL
     No  remedy  granted  by this  agreement  shall  exclude  any  other  remedy
available at law. No amendment of this agreement or any consensual  cancellation
thereof or any part thereof shall be binding on the parties  unless reduced to a
written document and signed by them. If any of the terms of this agreement, such
as the rate of remuneration payable to the employee, are varied, the other terms
shall,  unless otherwise agreed in writing,  remain of full force and effect. No
relaxation or indulgence which the company may show to the employee shall in any
way prejudice or be deemed to be a waiver of its rights hereunder nor shall such
relaxation  or  indulgence  preclude or estop the company  from  exercising  its
rights  in terms of this  agreement  in  respect  of any  further  breach.  This
agreement  constitutes the whole agreement between the parties and no warranties
or  representations  whether  express or implied  have been given or made by the
company to the employee.  The company shall be entitled to cede and delegate all
or any of its rights and  obligations  under this  agreement to the successor in
title of the  undertakings  of the company or any member  thereof,  whether such
cession and delegation takes place before or after the termination date.

     16. DOMICILIUM CITANDI ET EXECUTANDI
     The  parties  choose  as their  domicilia  citandi  et  executandi  for all
purposes under this agreement,  whether in respect of court process,  notices or
other documents or communications of whatsoever nature, the following addresses:
     16.1.1 employer:

         Physical:         427 - 15th Road
         RANDJESPARK
         Midrand

         Postal:           Private Bag X103
         HALFWAY HOUSE
         1685

         Telefax:          (011) 314-4777

     16.1.2 employee:

         Physical:         86 Wolhuter Street
         JEPPE
         Johannesburg
         2001

         Postal:           P O Box 28251
         KENSINGTON
         2101

         Telefax:          (011) 614-7726

     Any notice or  communication  required or permitted to be given in terms of
this  agreement  shall be valid and effective only if in writing but it shall be
competent  to give  notice by telefax.  Either  party may by notice to the other
party change the physical address chosen as its domicilium citandi et executandi
to another  physical address where postal delivery occurs in South Africa or its
postal  address or its telefax  number,  provided  that the change  shall become
effective on the 7th  business day from the deemed  receipt of the notice by the
other party. Any notice to a party -
     16.1.3 sent by prepaid  registered  post (by airmail if  appropriate)  in a
correctly  addressed  envelope  to it at an  address  chosen  as its  domicilium
citandi et  executandi  to which post is delivered  shall be deemed to have been
received on the 7th business day after posting (unless the contrary is proved);
     16.1.4 delivered by hand to a responsible  person during ordinary  business
hours at the physical  address  chosen as its  domicilium  citandi et executandi
shall be deemed to have been received on the day of delivery; or
     16.1.5 sent by telefax to its chosen  telefax  number  stipulated in clause
16.1,  shall be deemed to have been received on the date of dispatch (unless the
contrary is proved). Notwithstanding anything to the contrary herein contained a
written  notice  or  communication  actually  received  by a party  shall  be an
adequate written notice or communication to it  notwithstanding  that it was not
sent to or delivered at its chosen domicilium citandi et executandi.

     17. COSTS
     The costs of and  incidental to the drawing of this agreement and the stamp
duty hereon shall be paid by the company.
 


     SIGNED by the  parties  and  witnessed  on the  following  dates and at the
following places respectively:

DATE              PLACE             WITNESS                            SIGNATURE


                  For: CARSON PRODUCTS
(PROPRIETARY) LIMITED

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1. ___________________
 
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                  ALLAN TOWNSEND

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