CARSON, INC.
                                   as Issuer,

                            CARSON PRODUCTS COMPANY,
                            as the Initial Guarantor,

                           JOHNSON PRODUCTS CO., INC.,
                       as the First Additional Guarantor,

                                DERMABLEND, INC.,
                       as the Second Additional Guarantor

                                       and

                              MARINE MIDLAND BANK,
                                   as Trustee



                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of July 14, 1998

         (Supplementing A Trust Indenture Dated as of November 6, 1997)




                     10% Senior Subordinated Notes due 2007






<PAGE>



                  THIS FIRST SUPPLEMENTAL  INDENTURE dated as of the 14th day of
July 1998 (the "First  Supplemental  Indenture") among CARSON,  INC., a Delaware
corporation (the "Company"),  CARSON PRODUCTS  COMPANY,  a Delaware  corporation
(the "Initial  Guarantor"),  JOHNSON  PRODUCTS CO., INC., a Florida  corporation
(the "First Additional  Guarantor"),  DERMABLEND,  INC. (the "Second  Additional
Guarantor" and,  together with the First Additional  Guarantor,  the "Additional
Guarantors") and MARINE MIDLAND BANK, as trustee (the "Trustee").

                                    RECITALS:

                  The Company, the Initial Guarantor and the Trustee are parties
to an Indenture dated as of November 6, 1997 (the  "Indenture")  relating to the
creation  by  the  Company  of an  issue  of  $100,000,000  of its  10?%  Senior
Subordinated Notes due 2007 (the "Securities");

                  The Initial Guarantor has issued a guarantee of the Securities
(the  "Guarantee")  pursuant to which the Initial  Guarantor has guaranteed,  in
accordance with Article Eleven of the Indenture,  all Guaranteed Obligations (as
such term is defined in the Indenture); and

                  The Company, the Initial Guarantor,  the Additional Guarantors
and the  Trustee  now  desire to enter into this  First  Supplemental  Indenture
pursuant  to Section  10.01(iv)  of the  Indenture,  without  the consent of the
Holders,  in  order  to add  further  Guarantees  of the  Securities  under  the
Indenture.

                  Capitalized  terms used herein without  definition  shall have
the meanings given such terms in the Indenture.

                  NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

                  For and in  consideration  of the  premises and for other good
and valuable consideration, it is covenanted and agreed, for the benefit of each
other  and for  the  equal  and  proportionate  benefit  of the  Holders  of the
Securities issued under the Indenture, as follows:

                                   ARTICLE ONE

                          JOINDER AND GUARANTEES OF THE

                              ADDITIONAL GUARANTORS

                  Section  101. The  Additional  Guarantors  hereby  absolutely,
unconditionally  and  irrevocably  guarantee the  Guaranteed  Obligations to the
Holders  and the Trustee to the same  extent and  according  to the terms of the
Guarantee attached to the Notes and according to the forms of Guarantee attached
as Exhibit A and Exhibit B hereto pursuant to Section 11.05 of the Indenture, as
if such Additional Guarantors had been original signatories to the Guarantee.

                  Section  102. The  Additional  Guarantors  hereby  absolutely,
unconditionally  and irrevocably agree to be parties to the Indenture  according
to the  terms  of the  Indenture,  as if such  Additional  Guarantors  had  been
original signatories to the Indenture.

                  Section  103. As of the date  hereof,  all  references  to the
"Guarantors"  in the Indenture,  the Notes and the Guarantee  shall be deemed to
refer collectively to the Initial Guarantor and the Additional Guarantors.

                                   ARTICLE TWO

                                  MISCELLANEOUS

                  Section 201.  Governing Law. The laws of the State of New York
shall govern this First  Supplemental  Indenture and the Guarantees  referred to
herein without regard to principles of conflicts of law.

                  Section 202. Counterpart  Originals.  The parties may sign any
number  of  copies  of this  First  Supplemental  Indenture  and the  Guarantees
referred  to herein.  Each  signed  copy shall be an  original,  but all of them
together represent the same agreement.

                  Section 203.  Trustee's  Disclaimer.  The Trustee shall not be
responsible  for and makes no  representation  as to the validity or adequacy of
this  First  Supplemental  Indenture,  the  recitals  contained  herein  or  the
Guarantees  referred to herein and it shall not be responsible for any statement
of the Company or the Additional Guarantors in this First Supplemental Indenture
or the Guarantees referred to herein.



<PAGE>





                  IN WITNESS WHEREOF,  the parties hereto have caused this First
Supplemental  Indenture  to be duly  executed,  all as of the day and year first
above written.



                                  CARSON, INC.



                                                     By:                       
                                                          Name:
                                                          Title:

                                                     CARSON PRODUCTS COMPANY


                                                     By:                        
                                                          Name:
                                                          Title:


                                                     JOHNSON PRODUCTS CO., INC.



                                                     By:                        
                                                          Name:
                                                          Title:


                                                     DERMABLEND, INC.


                                                     By:                        
                                                          Name:
                                                          Title:


                                                     MARINE MIDLAND BANK,
                                                        as Trustee


                                                     By:                        
                                                          Name:
                                                          Title:


<PAGE>



                                                              EXHIBIT A

              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                          SENIOR SUBORDINATED GUARANTEE

                  Johnson  Products Co., Inc. (the  "Additional  Guarantor") has
unconditionally and irrevocably  guaranteed on a senior subordinated basis (such
guarantee being referred to herein as the  "Guarantee") (i) the due and punctual
payment of the  principal of and interest or premium or Liquidated  Damages,  if
any, on the Securities, whether on the Maturity Date, by acceleration,  call for
redemption,  upon a  Change  of  Control  Offer,  upon an  Asset  Sale  Offer or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Securities and expenses,  indemnification or otherwise,
and the due and punctual  performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms set forth in Article
Eleven and Article  Twelve of the Indenture and (ii) in case of any extension of
time of payment or renewal of any  Securities or any of such other  obligations,
that the same will be promptly  paid in full when due or performed in accordance
with the terms of the  extension  or  renewal,  whether at stated  maturity,  by
acceleration or otherwise.

                  The obligations of the Additional Guarantor to the Holders and
to the Trustee  pursuant to the  Guarantee  and the  Indenture are expressly set
forth and are  expressly  subordinated  and  subject  in right of payment to the
prior payment in full of all Guarantor  Senior  Indebtedness  of the  Additional
Guarantor,  to the  extent  and in the manner  provided,  in Article  Eleven and
Article Twelve of the Indenture,  and reference is hereby made to such Indenture
for the precise terms of the Guarantee therein made.

                  No past,  present or future director,  officer,  incorporator,
employee or  stockholder  (or other person  performing  similar  functions  with
respect  to a  person  who is not a  corporation),  as such,  of the  Additional
Guarantor  shall  have any  liability  under  the  Guarantee  by  reason of such
person's status as director, officer, incorporator,  employee or stockholder (or
other person performing  similar functions with respect to a person who is not a
corporation).  Each  holder of a Security  by  accepting  a Security  waives and
releases  all  such   liability.   The  waiver  and  release  are  part  of  the
consideration for the issuance of the Guarantee.

                  The Guarantee shall not be valid or obligatory for any purpose
until  the  certificate  of  authentication  on the  Securities  upon  which the
Guarantee is noted shall have been  executed by the Trustee  under the Indenture
by the manual signature of one of its authorized officers.

                                                     JOHNSON PRODUCTS CO., INC.



                                                     By:                        
                                                     Name:
                                                     Title:





<PAGE>


                                                              EXHIBIT B

              [FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

                          SENIOR SUBORDINATED GUARANTEE

                  Dermablend,    Inc.   (the    "Additional    Guarantor")   has
unconditionally and irrevocably  guaranteed on a senior subordinated basis (such
guarantee being referred to herein as the  "Guarantee") (i) the due and punctual
payment of the  principal of and interest or premium or Liquidated  Damages,  if
any, on the Securities, whether on the Maturity Date, by acceleration,  call for
redemption,  upon a  Change  of  Control  Offer,  upon an  Asset  Sale  Offer or
otherwise, the due and punctual payment of interest on the overdue principal and
interest, if any, on the Securities and expenses,  indemnification or otherwise,
and the due and punctual  performance of all other obligations of the Company to
the Holders or the Trustee all in accordance with the terms set forth in Article
Eleven and Article  Twelve of the Indenture and (ii) in case of any extension of
time of payment or renewal of any  Securities or any of such other  obligations,
that the same will be promptly  paid in full when due or performed in accordance
with the terms of the  extension  or  renewal,  whether at stated  maturity,  by
acceleration or otherwise.

                  The obligations of the Additional Guarantor to the Holders and
to the Trustee  pursuant to the  Guarantee  and the  Indenture are expressly set
forth and are  expressly  subordinated  and  subject  in right of payment to the
prior payment in full of all Guarantor  Senior  Indebtedness  of the  Additional
Guarantor,  to the  extent  and in the manner  provided,  in Article  Eleven and
Article Twelve of the Indenture,  and reference is hereby made to such Indenture
for the precise terms of the Guarantee therein made.

                  No past,  present or future director,  officer,  incorporator,
employee or  stockholder  (or other person  performing  similar  functions  with
respect  to a  person  who is not a  corporation),  as such,  of the  Additional
Guarantor  shall  have any  liability  under  the  Guarantee  by  reason of such
person's status as director, officer, incorporator,  employee or stockholder (or
other person performing  similar functions with respect to a person who is not a
corporation).  Each  holder of a Security  by  accepting  a Security  waives and
releases  all  such   liability.   The  waiver  and  release  are  part  of  the
consideration for the issuance of the Guarantee.

                  The Guarantee shall not be valid or obligatory for any purpose
until  the  certificate  of  authentication  on the  Securities  upon  which the
Guarantee is noted shall have been  executed by the Trustee  under the Indenture
by the manual signature of one of its authorized officers.

                                                     DERMABLEND, INC.



                                                     By:                        
                                                     Name:
                                                     Title: