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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

           EMPLOYMENT AGREEMENT (the "AGREEMENT"), dated as of July 25, 2005,
between Del Laboratories, Inc., a Delaware corporation (the "COMPANY"), and
Joseph Sinicropi ("EXECUTIVE").

                                    W I T N E S S E T H:

           WHEREAS, the Company desires to secure the services of Executive and
to enter into an agreement embodying the terms of such employment;

           WHEREAS, Executive desires to accept such employment and enter into
such agreement;

           WHEREAS, the Company and Executive agree that Executive will have a
prominent role in the management of the business and the development of the
goodwill of the Company and its subsidiaries and will establish and develop
relations and contacts with the principal customers and suppliers of the Company
and its subsidiaries in the United States of America and the rest of the world,
all of which constitute valuable goodwill of, and could be used by Executive to
compete unfairly with, the Company and its subsidiaries; and

           WHEREAS, (I) in the course of his employment with the Company,
Executive will obtain confidential and proprietary information and trade secrets
concerning the business and operations of the Company and its subsidiaries in
the United States and the rest of the world that could be used to compete
unfairly with the Company and its subsidiaries; (II) the covenants and
restrictions contained in Section 7 are intended to protect the legitimate
interests of the Company and its subsidiaries in their respective goodwill,
trade secrets and other confidential and proprietary information; and (III)
Executive desires to be bound by such covenants and restrictions.

           NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and value consideration, the Company and Executive
hereby agree as follows:

           1. EMPLOYMENT.

           (a) AGREEMENT TO EMPLOY. Upon the terms and subject to the conditions
of this Agreement, the Company hereby employs Executive and Executive hereby
accepts such employment by the Company.

           (b) TERM OF EMPLOYMENT. Except as provided in Section 6(a), the
Company shall employ Executive pursuant to the terms of this Agreement for the
period commencing on July 25, 2005 (the "COMMENCEMENT DATE") and ending on the
second anniversary of the Commencement Date. The term of this Agreement
hereunder shall be automatically renewed and extended by one day on each day
following the Commencement Date (so that it remains two years long). The period
during which Executive is employed pursuant to this Agreement shall be referred
to as the "EMPLOYMENT PERIOD".


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           2. POSITION AND DUTIES.

           (a) TITLES AND DUTIES. As of the Commencement Date, Executive shall
serve as Executive Vice President of the Company. Effective September 1, 2005,
Executive shall serve as Executive Vice President and Chief Financial Officer of
the Company and in such other position or positions with the Company or any of
its subsidiaries consistent with the foregoing as the Board of Directors of the
Company (the "BOARD") may from time to time specify. During the Employment
Period, Executive shall report directly to the Chief Executive Officer and shall
have the duties, responsibilities and obligations customarily assigned to
individuals serving in the position or positions in which Executive serves
hereunder and such other duties, responsibilities and obligations consistent
with such positions as the Board or Chief Executive Officer may from time to
time specify. Executive shall devote all of his business time to the services
required of him hereunder, except for authorized vacation time and reasonable
periods of absence due to sickness, personal injury or other disability, and
shall use good faith efforts to perform the duties of his employment to the best
of his ability, PROVIDED that Executive may devote reasonable time to the
participation in other businesses or to act as a director of any other profit or
nonprofit corporation, so long as such activities are not competitive with, and
are not conducted with or for, directly or indirectly, any entity that is in
competition with, the businesses of the Company or any of its subsidiaries or
any prospective businesses that the Company or any of its subsidiaries is
actively considering and such activities do not interfere to any significant
extent with Executive's performance of his duties as a full-time executive of
the Company or any of its subsidiaries. Executive represents that his employment
hereunder and compliance by him with the terms and conditions of this Agreement
will not conflict with or result in the breach of any other agreement to which
he is a party or by which he may be bound.

           3. COMPENSATION.

           (a) BASE SALARY. During the Employment Period, the Company shall pay
Executive a base salary of not less than $325,000 per year for each year of his
employment hereunder, payable in accordance with the Company's practices in
effect from time to time, but not less often than semi-monthly. The annual base
salary payable under this Section 3(a) shall be reduced, however, to the extent
Executive elects to defer such salary under the terms of any deferred
compensation or savings plan or arrangement or Internal Revenue Code of 1986, as
amended (the "CODE") Section 125 plan maintained or established by the Company.
The Board shall review Executive's base salary annually and may, in its
discretion, increase (but not decrease) such base salary if and to the extent it
deems appropriate. Executive's annual base salary payable hereunder, as it may
be increased from time to time and without reduction for any amounts deferred as
described above, is referred to herein as "BASE SALARY".



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<PAGE>


           (b) INCENTIVE COMPENSATION. During the Employment Period, Executive
shall be eligible to participate in the Company's annual incentive compensation
plan for its senior executive officers (the "ANNUAL PLAN"), in accordance with
the terms thereof as in effect from time to time. Executive's target bonus
("TARGET BONUS") under the Annual Plan will be 75% of Base Salary. The annual
bonus ("ANNUAL BONUS") awarded under the Annual Plan will be paid within 10 days
following the delivery of audited financials for the Company's fiscal year and
will be based upon the achievement of performance goals established by the Board
.. Such performance goals shall be based at least 75% on objective criteria
consistent with the requirements of Treasury Regulation 1.162.27(e)(2) and shall
be established within the first 90 days of the Company's fiscal year. The
potential Annual Bonus payable in a given year will range from 0% to 200% of the
Target Bonus.

           (c) 2006 GUARANTEED BONUS. Notwithstanding anything to the contrary
contained in Section 3(b) above, for the year 2006 only, the Company will pay
Executive a guaranteed bonus in the amount of $150,000 (the "2006 GUARANTEE"),
payable no later than June 30, 2006. In the event that the 2006 Annual Bonus due
to Executive when and as calculated pursuant to Section 3(b) above exceeds
$150,000, the amount of the 2006 Guarantee will be deducted from the total
Annual Bonus then due and payable.

           4. INDEMNIFICATION. The Company and each of its subsidiaries shall,
to the maximum extent permitted by law, indemnify and hold Executive harmless
from and against any expenses, including reasonable attorney's fees, judgments,
fines, settlements and other amounts ("LOSSES"), incurred in connection with any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative, arising out of, or related to, Executive's
status as a director, officer employee and/or agent of the Company or any of its
affiliates or his status, if any, as a trustee or other fiduciary of any
employee benefit plan sponsored by the Company or any affiliate, other than any
such Losses incurred as a result of Executive's gross negligence or willful
misconduct or breach of any of Executive's representations, warranties or
covenants hereunder. The Company shall advance to Executive any expenses,
including attorneys' fees and costs of settlement, incurred in defending any
such proceeding to the maximum extent permitted by law. Such costs and expenses
incurred by Executive in defense of any such proceeding shall be paid by the
Company in advance of the final disposition of such proceeding promptly upon
receipt by the Company of (A) a written request for payment and (B) appropriate
documentation evidencing the incurrence, amount and nature of the costs and
expenses for which payment is being sought. Executive agrees to repay the
amounts so paid if it shall ultimately be determined pursuant to an unappealable
judgment or settlement that Executive is not entitled to be indemnified by the
Company under this Agreement. The Company will provide Executive with coverage
under all director's and officer's liability insurance policies which it has in
effect during the term hereof. The Company shall maintain such coverage for a
six-year period following termination of Executive's employment at a level
equivalent to the most favorable and protective coverage provided to any active
officer or director of the Company.

           5. BENEFITS, PERQUISITES AND EXPENSES.

           (a) BENEFIT AND INCENTIVE PLANS. During the Employment Period,
Executive shall be entitled to the same employee and senior executive benefits
(other than severance benefits), including life, medical, dental and disability
insurance the Company provides to its senior executives, from time to time,
including participation in Company's Amended and Restated Supplemental Executive
Retirement Plan (the "SERP"). Executive will also be entitled to participate in
all of the Company's profit sharing, pension, retirement, deferred compensation





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<PAGE>

and savings plans available to its senior executives, in accordance with the
terms thereof as in effect from time to time, at levels and having interests
commensurate with Executive's then current period of service, compensation and
position with the Company. In addition, the Executive will be entitled to invest
and participate in equity investments similar to the equity investments held by
other senior executives described in the Limited Liability Company Agreement of
DLI Holding LLC, dated as of January 27, 2005, on terms to be set forth in an
amendment to such Limited Liability Company Agreement.

           (b) OTHER BENEFITS AND PERQUISITES. During the Employment Period,
Executive shall be entitled to four weeks' paid vacation annually and Executive
shall not be permitted to carry over any such vacation time to any subsequent
calendar year. The Executive shall also be entitled to the same company car
benefit, and such other benefits, and perquisites, as may be provided by the
Company from time to time to its other senior executive officers, in accordance
with the policies and practices of the Company as in effect from time to time.

(c) BUSINESS EXPENSES. During the Employment Period, the Company shall pay or
           reimburse Executive for all reasonable expenses incurred or paid by
Executive in
the performance of Executive's duties hereunder, upon presentation of expense
statements or vouchers and such other information as the Company may require, in
accordance with the generally applicable policies and procedures of the Company
as in effect from time to time.

           6. TERMINATION OF EMPLOYMENT.

           (a) EARLY TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding
Section 1(b), the Employment Period shall end upon the first to occur of (I) the
Executive's death, (II) a determination that the Executive has become Disabled,
(III) a termination of the Executive's employment for Cause, (IV) 30 days after
written notice delivered to Executive by the Company of termination of his
employment without Cause, (V) a termination of Executive's employment for Good
Reason, or (VI) 30 days after the delivery by Executive of written notice to the
Company of his resignation without Good Reason.

           (b) BENEFITS PAYABLE UPON TERMINATION. Following the end of the
Employment Period pursuant to Section 6(a), Executive (or, in the event of his
death, his surviving spouse, if any, or his estate if there is no surviving
spouse) shall be paid the type or types of compensation determined to be payable
as set forth in this Section 6(b):

           (i) TERMINATION FOR REASON OTHER THAN CAUSE. If, during the
      Employment Period, the Company terminates Executive's employment other
      than for Cause, or Executive terminates employment for Good Reason, the
      Executive (or his estate or legal representative) shall be entitled to (A)
      The Executive's Base Salary for the period from the date of termination
      through the end of the Employment Period (two years' Base Salary, which
      shall be payable in twenty-four equal monthly installments) and Base
      Salary for any accrued but unused vacation for the calendar year in which
      the termination occurs; and (B) any amounts that are vested or that
      Executive is otherwise entitled to receive under the terms of or in
      accordance with any plan, policy, practice or program of, or any contract
      or agreement with, the Company, at or subsequent to the date of his
      termination without regard to the performance by Executive of further
      services or the resolution of a contingency, including, but not limited
      to, rights to continuation coverage under any group health plan as
      required by Section 4980B of the Code and payment of any Base Salary or
      other compensation electively deferred by Executive in accordance with the
      terms of any applicable deferred compensation plan ("VESTED BENEFITS").



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<PAGE>


           (ii) TERMINATION DUE TO DEATH OR DISABILITY. If Executive's
      employment terminates during the Employment Period by reason of
      Executive's death or Disability, then, in addition to the benefits
      provided for in Section 6(b)(i) above, Executive shall be entitled to
      receive a pro-rated amount equal to the product of (I) the incentive
      compensation Executive would have been entitled to receive under Section
      3(b) for the fiscal year in which his employment terminates pursuant to
      Section 6(a) had he remained employed for the entire fiscal year (the
      amount of such incentive compensation to be determined after the close of
      the fiscal year on the basis of the achievement of the objective criteria
      constituting part of the relevant performance goals), multiplied by (II) a
      fraction, the numerator of which is equal to the number of days in the
      fiscal year of Executive's termination of employment which have elapsed as
      of the date of such termination and the denominator of which is 365
      ("PRORATED BONUS"). Notwithstanding this Section 6(b)(ii), if Executive
      dies or becomes Disabled during the Employment Period but after Executive
      provides a notice of termination for Good Reason or the Company provides a
      notice of termination without Cause, the termination will be treated as a
      termination for Good Reason or a termination without Cause (as
      applicable), effective as of the date of such death or Disability.

           (iii) CONDITIONAL BENEFITS UPON TERMINATION FOR REASON OTHER THAN FOR
      CAUSE; TERMINATION BY THE EXECUTIVE FOR GOOD REASON. If, during the
      Employment Period, the Company terminates Executive's Employment other
      than for Cause, Death or Disability, or Executive Terminates employment
      for Good Reason, then in addition to the benefits provided for in Section
      6(b)(i) above, but subject to entering into a release of claims against
      the Company and its Affiliates in the form of Annex A, the Executive shall
      be entitled to receive (A) the Prorated Bonus payable in cash lump sum;
      and (B) continued health insurance coverage for Executive and his eligible
      dependents for the period from the date of termination to the two-year
      anniversary of the Termination Date on the same terms (including costs) as
      in effect immediately prior to such termination ("BENEFIT CONTINUATION").
      Any period during which Executive is eligible for continuation coverage
      under any group health plan as required by Section 4980B of the Code will
      run concurrently with the period of Benefit Continuation. To the extent
      that Executive obtains alternative benefit coverage from a new employer
      (whether as an employee, consultant or otherwise) of the type or types
      provided to Executive hereunder, such type or types of Benefit
      Continuation hereunder shall cease immediately upon the date such
      alternative coverage is obtained or, in the case of any medical benefits,
      the date that any applicable waiting periods or pre-existing condition
      exclusions under such alternative coverage expire.

           (c) NOTICE OF TERMINATION. Other than in the case of termination by
reason of Executive's death, Executive or the Company, as appropriate, shall
provide 30-days notice of any termination of employment.




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<PAGE>


           (d) TREATMENT OF OPTIONS; ETC. Upon termination of Executive's
employment, all options or other equity incentives held by the Executive will be
treated in accordance with the terms of the plan and/or agreements under which
they were granted.

           (e) DEFINITIONS. For purposes of Sections 6, 7 and 8, the following
terms shall have the meanings ascribed to them below:

           CAUSE: a termination of Executive's employment by the Board
(following a meeting of which Executive has been given at least 15 days' prior
written notice specifying in reasonable detail the specific reasons for which
Executive's termination will be considered and at which Executive has had a good
faith opportunity be heard and represented by counsel) as a result of (I)
willful refusal or willful neglect to perform substantially his
employment-related duties (after written notice and a 20-day opportunity to
cure), (II) willful gross misconduct or willful material breach of fiduciary
duty, each in connection with the performance his duties to the Company under
this Agreement, (III) conviction of a crime constituting a felony (or a crime or
offense of equivalent magnitude in any jurisdiction) or personal dishonesty or a
willful violation of any law, in each case which causes material financial or
reputational harm to the Company or (IV) material breach of Section 7 hereof or
of any other written covenant or agreement with the Company or any of its
subsidiaries not to disclose any information pertaining to the Company or any
such subsidiary or not to compete with the Company or such subsidiary (after
written notice and a 20-day opportunity to cure).

           DISABILITY or DISABLED: the termination of the employment of
Executive as a result of Executive's incapacity due to reasonably documented
physical or mental illness that prevents or is reasonably expected to prevent
being able to perform his duties with the Company or any subsidiary on a
full-time basis for a period of not less than three consecutive months.

           GOOD REASON: a termination of Executive's employment with the Company
or any of its subsidiaries that employs Executive shall be for "Good Reason" if
Executive gives written notice that he intends to terminate his employment with
the Company or any such subsidiary within 90 days of any of the following (after
receipt by the Company of written notice and a 20-day cure period actions)
without Executive's prior written consent):

           (i) any material and adverse diminution in Executive's position,
      reporting relationships, responsibilities or authority from those provided
      for in this Agreement or assignment of duties materially inconsistent with
      the preceding;

           (ii) any requirement that Executive be principally based at a
      location outside of the New York City metropolitan area;

           (iii) any failure of a successor on a change in control of the
      Company to assume this Agreement; or

           (iv) any other material breach of the Agreement by the Company.




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           (f) FULL DISCHARGE OF COMPANY OBLIGATIONS. The payment of the amounts
payable (and the provision of the benefits to be provided) to Executive pursuant
to this Section 6 following termination of his employment shall be in full and
complete satisfaction of Executive's rights under this Agreement and any other
claims he may have in respect of his employment or termination of employment
with the Company or any of its subsidiaries. Such amounts and benefits shall
constitute liquidated damages with respect to any and all such rights and claims
and, upon Executive's receipt of such amounts and benefits, the Company and its
subsidiaries shall be released and discharged from any and all liability to
Executive in connection with this Agreement or otherwise in connection with
Executive's employment or termination of employment with the Company and its
subsidiaries.

           7. NONCOMPETITION, CONFIDENTIALITY AND NON-SOLICITATION.

           (a) NONCOMPETITION. During the Employment Period and in the case of a
termination of Executive's employment for any reason other than a termination by
the Company for Cause or termination by Executive without Good Reason, during
the 18-month period following such termination of Executive's employment, (the
applicable period, the "RESTRICTION PERIOD"), Executive shall not become
associated as a principal, partner, employee, consultant or shareholder (other
than as a holder of not in excess of 1% of the outstanding voting shares of any
publicly traded company), that is actively engaged in any geographic area in
which the Company or any of its subsidiaries does business during the 12 months
preceding Executive's termination of employment in any business which is in
competition with the business of the Company or any of its subsidiaries
conducted during such period or any business proposed to be conducted by the
Company or any of its subsidiaries in the Company's business plan as in effect
as of the date of termination of Executive's employment (a "COMPETITIVE
ENTERPRISE"). If, following the Executive's termination of employment with the
Company for any reason, the Company elects to retain the Executive's services as
a consultant at any time during the Restriction Period, then the Company shall
pay the Executive consulting fees, in an amount equal to the Executive's Base
Salary in effect on the last day of the Executive's employment with the Company
for the number of months (pro rated for any partial months) from the Executive's
date of termination through the end of the Restriction Period, payable in
accordance with the Company's regular payroll practices, in which case this
Section 7(a) shall apply for any remaining portion of the Restriction Period;
PROVIDED that if the Executive is already receiving payments pursuant to Section
6(b)(iii)(B) hereof, the Executive shall serve as a consultant to the Company
without any additional compensation for such services. The Executive's duties as
a consultant shall be determined by the Company in its sole discretion.

           (b) CONFIDENTIALITY. After the Employment Period, except to the
extent required by law, rule, regulation or court order, Executive shall not,
without prior written consent of the Board, disclose any trade secrets, customer
lists, drawings, designs, information regarding product development, marketing
plans, sales plans, manufacturing plans, management organization information
(including data and other information relating to members of the Board or
management), operating policies or manuals, business plans, financial records,
packaging design or other financial, commercial, business or technical
information relating to the Company or any of its subsidiaries or information
designated as confidential or proprietary that the Company or any of its
subsidiaries may receive belonging to suppliers, customers or others who do
business with the Company or any of its subsidiaries (collectively,
"CONFIDENTIAL INFORMATION") to any third person unless such Confidential
Information has been previously disclosed to the public by the Company or is in
the public domain (other than by reason of Executive's breach of this Section
7(b)). During the Employment Period, Executive will disclose Confidential
Information only for the benefit of the Company and in accordance with any
restrictions placed on its disclosure by the Company.



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           (c) COMPANY PROPERTY. Promptly following Executive's termination of
employment, Executive shall return to the Company all property of the Company or
any of its subsidiaries, and all copies thereof (in whatever media) in
Executive's possession or under his control.

           (d) OWNERSHIP OF DEVELOPMENTS. Executive hereby agrees that the
Company shall own all right, title and interest in and to all ideas, programs,
systems, processes, discoveries, inventions and information whether or not
patentable or copyrightable, which Executive, either alone or jointly with
others, conceives, makes, develops, acquires or reduces to practice, in whole or
in part, during the Employment Period which are unique to the Company's business
or are used by the Company, or arise out of or in connection with the duties
performed by Executive hereunder (collectively "DEVELOPMENTS"). Subject to the
foregoing, Executive will promptly and fully disclose to the Company, or any
persons designated by it, any and all Developments conceived, made, developed,
learned or reduced to practice by Executive, either alone or jointly with others
during the Employment Period. Executive hereby assigns all right, title and
interest in and to any and all of these Developments to the Company. Executive
shall further assist the Company, at the Company's expense, to further evidence,
record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights specified to be so owned or assigned. Executive hereby
irrevocably designates and appoints the Company and its agents as
attorneys-in-fact, coupled with an interest, to act for and in Executive's
behalf to execute and file any document and to do all other lawfully permitted
acts to further the purposes of the foregoing with the same legal force and
effect as if executed by Executive. In addition, and not in contravention of any
of the foregoing, Executive acknowledges that all original works of authorship
which are made by him (solely or jointly with others) within the scope of
employment and which are protectable by copyright are "works made for hire," as
that term is defined in the United States Copyright Act (17 U.S.C.A. ss. 101).

           (e) NON-SOLICITATION OF EMPLOYEES. Except during the Employment
Period in connection with the performance of his duties hereunder, during the
Employment Period and the Restriction Period, Executive shall not directly or
indirectly induce any employee of the Company or any of its subsidiaries to
terminate employment with such entity, and shall not directly or indirectly,
offer employment to any person who is or was employed by the Company or such
subsidiary or encourage such person to resign from employment with the Company
or such subsidiary unless, at the time of such employment, offer or
encouragement, such person shall have ceased to be employed by such entity for a
period of at least six months. General advertisement in media, or solicitation
by persons indirectly supervised by the Executive will not violate this covenant
unless the identity of the employee was provided by the Executive.

           (f) NON-SOLICITATION OF CLIENTS. Except during the Employment Period
in connection with the performance of his duties hereunder, during the
Employment Period and the Restriction Period, Executive shall not solicit any
Client to cease doing business with the Company or to do business with a
Competitive Enterprise of a type the Client does with the Company. "Client"
shall mean any person, firm or corporation which is, or during the twelve-month
period preceding the date Executive's employment terminates was, a customer,
client or distributor of the Company or any of its subsidiaries.



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           (g) INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS. Executive
acknowledges and agrees that the covenants and obligations of Executive with
respect to noncompetition, nonsolicitation, confidentiality, Company property
and ownership of developments relate to special, unique and extraordinary
matters and that a violation or threatened violation of any of the terms of such
covenants or obligations will cause the Company irreparable injury for which
adequate remedies are not available at law. Therefore, Executive agrees that the
Company shall be entitled to an injunction, restraining order or such other
equitable relief (without the requirement to post bond) restraining Executive
from committing any violation of the covenants or obligations contained in this
Section 7. These injunctive remedies are cumulative and are in addition to any
other rights and remedies the Company may have at law or in equity. In
connection with the foregoing provisions of this Section 7, Executive represents
that his economic means and circumstances are such that such provisions will not
prevent him from providing for himself and his family on a basis satisfactory to
him.

           8. EXCISE TAX.

           (a) In the event it shall be determined that any payment, award,
benefit or distribution (or any acceleration of any payment, award, benefit or
distribution) by the Company (or any of its affiliated entities) or any entity
which effectuates a change in control (or any of its affiliated entities) to or
for the benefit of Executive (whether pursuant to the terms of this Agreement or
otherwise) (collectively, the "PAYMENTS") would be subject to the excise tax
imposed by Section 4999 of the Code (the "EXCISE TAX"), then the Payments shall
be reduced (but not below zero) to the maximum amount that could be paid to the
Executive without giving rise to the Excise Tax (the "SAFE HARBOR CAP"). The
reduction of the Payments, if applicable, shall be made by reducing first the
payments under Section 6(b)(iii)(B), unless an alternative method of reduction
is elected by Executive.

           (b) All determinations required to be made under this Section 8 shall
be made by the public accounting firm that is retained by the Company as of the
date immediately prior to the change in control (the "Accounting Firm") which
shall provide detailed supporting calculations both to the Company and Executive
within fifteen (15) business days of the receipt of notice from the Company or
the Executive that there has been a Payment, or such earlier time as is
requested by the Company. Notwithstanding the foregoing, if (i) the Audit
Committee of the Board determines that it does not want the Accounting Firm to
perform such services because of auditor independence concerns or (ii) the
Accounting Firm is serving as accountant or auditor for the individual, entity
or group effecting the Change in Control, the Board shall appoint another
nationally recognized public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). If Payments are reduced to the Safe Harbor Cap, the Accounting
Firm shall provide a written opinion to Executive that he or she is not required
to report any Excise Tax on his federal income tax return. All fees, costs and
expenses (including, but not limited to, the costs of retaining experts) of the
Accounting Firm shall be borne by the Company. If the Accounting Firm determines
that no Excise Tax is payable by Executive, it shall furnish Executive with a
written opinion to such effect. The determination by the Accounting Firm shall
be binding upon the Company and Executive (except as provided in paragraph (c)
below).



                                       9
<PAGE>


           (c) If it is established pursuant to a final determination of a court
or the Internal Revenue Service (the "IRS") proceeding which has been finally
and conclusively resolved, that Payments have been made to, or provided for the
benefit of, Executive by the Company, which are in excess of the limitations
provided in this Section 8 (hereinafter referred to as an "Excess Payment"),
such Excess Payment shall be deemed for all purposes to be a loan to Executive
made on the date Executive received the Excess Payment and Executive shall repay
the Excess Payment to the Company on demand, together with interest on the
Excess Payment at the applicable federal rate (as defined in Section 1274(d) of
the Code) from the date of Executive's receipt of such Excess Payment until the
date of such repayment. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the determination, it is possible that
Payments which will not have been made by the Company should have been made (an
"Underpayment"), consistent with the calculations required to be made under this
Section 8. In the event that it is determined (i) by the Accounting Firm, the
Company (which shall include the position taken by the Company, or together with
its consolidated group, on its federal income tax return) or the IRS or (ii)
pursuant to a determination by a court, that an Underpayment has occurred, the
Company shall pay an amount equal to such Underpayment to Executive within ten
(10) days of such determination together with interest on such amount at the
applicable federal rate from the date such amount would have been paid to
Executive until the date of payment. Executive shall cooperate, to the extent
his or her expenses are reimbursed by the Company, with any reasonable requests
by the Company in connection with any contests or disputes with the Internal
Revenue Service in connection with the Excise Tax or the determination of the
Excess Payment.

           (d) If this Section 8 would result in a reduction of the Payments the
Executive would otherwise receive in more than an immaterial amount, the Company
will use its commercially reasonable best efforts to seek the approval of the
Company's shareholders in the manner provided for in section 280G(b)(5) of the
Code and the regulations thereunder with respect to such reduced payments or
other benefits (if the Company is eligible to do so), so that such payments
would not be treated as "parachute payments" for these purposes (and therefore
would cease to be subject to reduction pursuant to this Section 8).

           9. MISCELLANEOUS.

           (a) AMENDMENTS. This Agreement may not be amended, modified or
supplemented except by a written instrument signed by each of the parties
hereto.

           (b) SUCCESSION AND ASSIGNMENT. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns, PROVIDED that
the Company may not assign this Agreement or any of its rights, interests, or
obligations hereunder without the consent of Executive and PROVIDED, FURTHER,
Executive may not assign this Agreement nor his rights, interests, or
obligations hereunder.



                                       10
<PAGE>


           (c) SURVIVAL. Sections 4 (Indemnification), 6 (Termination of
Employment), 7 (Noncompetition, Confidentiality and Non-Solicitation) and 9
(Miscellaneous) shall survive the termination hereof, whether such termination
shall be by expiration of the Employment Period, an early termination pursuant
to Section 6 hereof or otherwise.

           (d) NO MITIGATION. Except with respect to Benefit Continuation as set
forth in Section 6(b), payments under the Agreement are not subject to
mitigation or other reduction for any compensation or benefits earned by
Executive from Executive's employment or self-employment after termination of
his employment with the Company.

           (e) GOVERNING LAW. This Agreement and the rights and obligations of
the parties hereunder shall be governed by, construed and interpreted in
accordance with, the laws of the State of New York, without giving effect to the
choice of law principles thereof.

           (f) DISPUTE RESOLUTION. Any claim or controversy arising out of or
relating to this Agreement, or any breach thereof, except with respect to
Section 7, shall be settled by arbitration in New York, NY in accordance with
the employment dispute resolution rules established by the American Arbitration
Association. The cost of such arbitration shall be borne equally between
Executive and the Company, except as set forth in section 9(g).

           (g) INVALIDITY OF PROVISION; REFORMATION. The invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability of the remainder of this Agreement in
that jurisdiction or the validity or enforceability of this Agreement, including
that provision, in any other jurisdiction. It is expressly understood and agreed
that although Executive and the Company consider the restrictions contained in
this Section 8 to be reasonable, if a final determination is made by an
arbitrator to whom the parties have mutually agreed to assign the matter or a
court of competent jurisdiction that any restriction contained in this Agreement
is an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be reformed to apply as to such
maximum time and to such maximum extent as such arbitrator or court may
determine or indicate to be enforceable. Alternatively, if such arbitrator or
court finds that any restriction contained in this Agreement is unenforceable,
and such restriction cannot be reformed so as to make it enforceable, such
finding shall not affect the enforceability of any of the other restrictions
contained herein.

(h) WAIVER. Waiver by any party hereto of any breach or default by the other
party of any of the terms of this Agreement shall not operate as a waiver of any
other breach or default, whether similar to or different from the breach or
default waived. No waiver of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or from any failure by
either party hereto to assert its or his rights hereunder on any occasion or
series of occasions.

           (i) NOTICES. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (I) delivered
personally, (II) mailed, certified or registered mail with postage prepaid,
(III) sent by next-day or overnight mail or delivery or (IV) sent by fax, as
follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):



                                       11
<PAGE>



                           Del Laboratories, Inc.
                           726 EAB Plaza, 8th Floor
                           Uniondale, NY  11556
                           Fax:  516-293-7069
                           Attention:  William McMenemy, President and CEO

                           With a copy to:

                           DLI Holding Corp.
                           c/o Kelso & Company
                           320 Park Avenue, 24th Floor
                           New York, New York  10022
                           Fax:  212-223-2379
                           Attention:  James J. Connors II, Esq.

           (i) If to Executive to him at his most recent home address as shown
on the books and records of the Company.


           All such notices, requests, demands, waivers and other communications
shall be deemed to have been received (W) if by personal delivery, on the day
delivered, (X) if by certified or registered mail, on the fifth business day
after the mailing thereof, (Y) if by next-day or overnight mail or delivery, on
the day delivered, or (Z) if by fax, on the day delivered, PROVIDED that such
delivery is confirmed.

           (j) HEADINGS. The headings to Sections in this Agreement are for the
convenience of the parties only and shall not control or affect the meaning or
construction of any provision hereof.

           (k) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

           (l) ENTIRE AGREEMENT. This Agreement, the Limited Liability Company
Agreement and the agreements evidencing the new options referred to in Section
3(c) hereof constitute the entire agreement and understanding of the parties
hereto with respect to the matters referred to herein. This Agreement and the
other agreements referred to in the preceding sentence supersede all prior
agreements and undertakings among the parties with respect to such matters.
There are no representations, warranties, promises, inducements, covenants or
undertakings relating to Executive's employment other than those expressly set
forth or referred to herein and in the other agreements referred to in the first
sentence of this Section 9(m). Executive acknowledges that he is entering into
this Agreement of his own free will and accord, and with no duress, that he has
been represented and fully advised by competent counsel in entering into this
Agreement, that he has read this Agreement and that he understands it and its
legal consequences.



                                       12
<PAGE>


           (m) This Agreement and each other agreement between the Executive and
the Company is intended not to be subject to Section 409A(a)(1) of the Code.
However, Section 409A of the Code is new and is subject to limited legislative
history or regulatory interpretation. To the extent any provision of this
Agreement or such other agreement would be potentially subject to Section
409A(a)(1) it is hereby superceded and modified to the minimum extent necessary
to so as not to be subject to Section 409A(a)(1) (such modification to be
determined in the good faith discretion of the Company after consultation with
the Executive). The Company and the Executive agree to make good faith efforts
to amend this Agreement to reflect the foregoing sentence.

           (n) WITHHOLDING. Any payments provided for herein shall be reduced by
any amounts required to be withheld by the Company from time to time under
applicable Federal, state or local income or employment tax laws or similar
statutes or other provisions of law then in effect.

               THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK















                                       13
<PAGE>






                  IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer and Executive has hereunto set his
hand as of the day and year first above written.


                                          Del Laboratories, Inc.



                                           By: William McMenemy
                                           /s/ WILLIAM MCMENEMY
                                           ---------------------
                                           President and Chief Executive Officer


                                           /S/ JOSEPH SINICROPI
                                          --------------------------------------
                                           Joseph Sinicropi









                                       14
<PAGE>


                                     ANNEX A

                          RELEASE AND WAIVER OF CLAIMS

           THIS RELEASE is made as of this ___ day of __________, ____, by and
between DLI Holding, Inc (the "Company") and [______________] ("Executive").

           WHEREAS, Executive and the Company entered into that certain
Employment Agreement, dated, January____________, 2005 ("Agreement");

           WHEREAS, Executive's employment with the Company as [title] has
terminated; and

           WHEREAS, in connection with the termination of Executive's
employment, under the Agreement, Executive is entitled to certain payments and
other benefits.

           NOW, THEREFORE, in consideration of the severance payments and other
benefits due Executive under the Agreement ("Severance Payments"):

           1. Executive hereby for himself, and his heirs, agents, executors,
successors, assigns and administrators (collectively, the "Related Parties"),
intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE
the Company, its affiliates, subsidiaries, parents, joint ventures, and its and
their officers, directors, shareholders, employees, predecessors, and partners,
and its and their respective successors and assigns, heirs, executors, and
administrators (collectively, "Releasees") from all causes of action, suits,
debts, claims and demands whatsoever in law or in equity, which Executive ever
had, now has, or hereafter may have, or which the Related Parties may have, by
reason of any matter, cause or thing whatsoever, from the beginning of his
initial dealings with the Company to the date of this Release, and particularly,
but without limitation of the foregoing general terms, any claims arising from
or relating in any way to his employment relationship with Company, the terms
and conditions of that employment relationship, and the termination of that
employment relationship, including, but not limited to, any claims arising under
the Age Discrimination in Employment Act ("ADEA"), as amended, 29 U.S.C. ss. 621
et seq., the Older Worker's Benefit Protection Act, 29 U.S.C. ss. 626(f)(1),
Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. ss. 2000e et
seq., the Civil Rights Act of 1871, the Civil Rights Act of 1991, the Americans
with Disabilities Act, 42 U.S.C. ss. 12101-12213, the Rehabilitation Act, the
Family and Medical Leave Act of 1993 ("FMLA"), 29 U.S.C. ss. 2601 et seq., the
Fair Labor Standards Act, and any other claims under any federal, state or local
common law, statutory, or regulatory provision, now or hereafter recognized, and
any claims for attorneys' fees and costs, but not including such claims to
payments, benefits and other rights provided Executive under the Agreement and
any employee benefit plan of the Company in which Executive is a participant.
This Release is effective without regard to the legal nature of the claims
raised and without regard to whether any such claims are based upon tort,
equity, implied or express contract or discrimination of any sort. Except as
specifically provided herein, it is expressly understood and agreed that this
Release shall operate as a clear and unequivocal waiver by Executive of any
claim for accrued or unpaid wages, benefits or any other type of payment other
than as provided under the Agreement and any employee benefit plan of the
Company in which Executive is a participant. It is the intention of the parties
to make this release as broad and as general as the law permits as to the claims
released hereunder.


<PAGE>


           2. Executive further agrees and recognizes that he has permanently
and irrevocably severed his employment relationship with the Company, that he
shall not seek employment with the Company or any affiliated entity at any time
in the future, and that the Company has no obligation to employ him in the
future.

           3. The parties agree and acknowledge that the Agreement, and the
settlement and termination of any asserted or unasserted claims against the
Releasees pursuant to the Agreement, are not and shall not be construed to be an
admission of any violation of any federal, state or local statute or regulation,
or of any duty owed by any of the Releasees to Executive.

           4. Executive certifies and acknowledges as follows:

           a. That he has read the terms of this Release, and that he
understands its terms and effects, including the fact that he has agreed to
RELEASE AND FOREVER DISCHARGE all Releasees from any legal action or other
liability of any type related in any way to the matters released pursuant to
this Release other than as provided in the Agreement and in this Release;

           b. That he has signed this Release voluntarily and knowingly in
exchange for the consideration described herein, which he acknowledges is
adequate and satisfactory to him and which he acknowledges is in addition to any
other benefits to which he is otherwise entitled;

           c. That he has been and is hereby advised in writing to consult with
an attorney prior to signing this Release;

           d. That he does not waive rights or claims that may arise after the
date this Release is executed;

           e. That he has been informed that he has the right to consider this
Release and Waiver of Claims for a period of 21 days from receipt, and he has
signed on the date indicated below after concluding that this Release and Waiver
of Claims is satisfactory to him; and


<PAGE>


           f. That neither the Company, nor any of its directors, employees, or
attorneys, has made any representations to him concerning the terms or effects
of this Release and Waiver of Claims other than those contained herein.

           g. That he has not filed, and will not hereafter file, any claim
against the Company relating to his employment and/or cessation of employment
with the Company, or otherwise involving facts that occurred on or prior to the
date that Executive has signed this Release and Waiver of Claims, other than a
claim that the Company has failed to pay Executive the Severance Payments or
benefits due under any employee benefit plan of the Company in which Executive
is a participant.

           h. That if he commences, continues, joins in, or in any other manner
attempts to assert any claim released herein against the Company, or otherwise
violates the terms of this Release and Waiver of Claims, (i) the Executive will
cease to have any further rights to Severance Payments from the Company, and
(ii) the Executive shall be required to return any Severance Payments made to
the Executive by the Company (together with interest thereon).

           i. Executive acknowledges that he may later discover facts different
from or in addition to those which he knows or believes to be true now, and he
agrees that, in such event, this Release and Waiver of Claims shall nevertheless
remain effective in all respects, notwithstanding such different or additional
facts or the discovery of those facts.

           5. This Release and Waiver of Claims may not be introduced in any
legal or administrative proceeding, or other similar forum, except one
concerning a breach of this Release and Waiver of Claims.

           6. This Release and Waiver of Claims and the Agreement constitute the
complete understanding between Executive and the Company concerning the subject
matter hereof. No other promises or agreements will be binding unless signed by
Executive and the Company.

           7. In the event that any provision or portion of this Release and
Waiver of Claims shall be determined to be invalid or unenforceable for any
reason, the remaining provisions or portions of this Release and Waiver of
Claims shall be unaffected thereby and shall remain in full force and effect to
the fullest extent permitted by law.

           8. The respective rights and obligations of the parties hereunder
shall survive termination of this Release and Waiver of Claims to the extent
necessary for the intended preservation of such rights and obligations.


<PAGE>


           9. This Release and Waiver of Claims shall be governed by and
construed and interpreted in accordance with the laws of the State of New York
without reference to the principles of conflict of law.

           10. Executive also understands that he has the right to revoke this
Release and Waiver of Claims within 7 days after execution, and that this
Release and Waiver of Claims will not become effective or enforceable until the
revocation period has expired, by giving written notice to the following:


                  DLI Holding Corp.
                  c/o Kelso & Company
                  320 Park Avenue, 24th Floor
                  New York, New York  10022
                  Fax:  212-223-2379
                  Attention:  James J. Connors II, Esq.


         IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties execute the foregoing Release and Waiver of Claims:

         ---------
         _________
                                -----------------------------------
                                Executive