TERMS NOT FINAL OR AUTHORIZED UNTIL
		EXECUTED
	 

	 
		BY COMPANY OFFICER WITH APPROPRIATE
		AUTHORITY
	 

	 
		October 6, 2006
	 

	 
		Thomas E. McGuire
	 

	 
		660 River Chase Ridge
	 

	 
		Atlanta, GA 30328
	 

	 
		Dear Tom:
	 

	 
		This letter agreement and release (the
		“Agreement”) confirms the agreement entered into between you and the
		Company regarding your separation from your employment with the Company
		effective as of October 13, 2006 (the “Separation Date”) and explains
		the package of separation pay and benefits that has been specially developed
		for you in full bargained for release and settlement of any and all claims that
		you have presently, may have or have had in the past arising from your
		employment with and separation from your employment with the Company up to and
		including the Effective Date of this Agreement, including any claims in respect
		of the Employment Agreement between you and the Company dated as of August 18,
		2003, as amended effective as of August 17, 2004 and March 2, 2006 (the
		“Employment Agreement”). For purposes of this Agreement, the term the
		“Company” includes Revlon Consumer Products Corporation and any of
		its past, present or future parent and subsidiary corporations, affiliates,
		divisions, successors and assigns (whether or not incorporated) and any of
		their past, present or future employees, agents, assigns, officers, directors
		and shareholders whether acting in their individual or representative capacity.
		It is understood that you and the Company are entering into this Agreement
		knowingly and voluntarily.
	 

	 
		1. RESIGNATION AS PRESIDENT, REVLON
		INTERNATIONAL. It is understood and
		agreed that you are resigning from your position as President, Revlon
		International effective as of the Separation Date, and you agree that you will
		execute all documents requested in order to effectuate this resignation, as
		well as to resign from any and all other directorships, officerships and other
		positions with the Company. The Company agrees that your resignation is not a
		termination for Cause as that term is defined in the Employment
		Agreement.
	 

	 
		2. CONSIDERATION IN SETTLEMENT. Accordingly, if you execute this Agreement (and do
		not revoke it pursuant to Section 13 below), continue to perform your duties
		and responsibilities in a professional and satisfactory manner until the
		Separation Date and fully comply with the Agreement’s terms and
		conditions:
	 

	 
		a) SEVERANCE PAY.
		
	 

	 
		i) You will receive severance pay, less
		applicable withholdings and deductions, for a total of twenty-four (24) months,
		with such period to be referred to herein as the “Salary Continuation
		Period.” Your severance pay will be at your base rate of pay in effect
		
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 


	 

	 
	 

	 

	 
		on your Separation Date and will be payable
		as follows: (1) for the period beginning on your Separation Date to April 13,
		2007, you will receive severance pay in an amount equal to your required
		contribution (at the active employee contribution rate, as in effect from time
		to time) to the cost of your participation in the Company’s group medical,
		dental and/or vision insurance benefit plans (at the level of your
		participation immediately prior to the Separation Date, subject to the terms
		and conditions of such plans, as in effect and amended from time to time), less
		applicable withholdings and deductions; (2) on the first payroll pay date
		following April 13, 2007, you will be paid a lump sum payment equal to the
		gross amount of your base rate of pay in effect on your Separation Date for the
		period from the Separation Date to April 13, 2007, less any amounts paid to you
		under (1) above, less applicable withholdings and deductions, and (3) during
		the remainder of the Salary Continuation Period after April 13, 2007, you will
		receive severance pay at your base rate of pay in effect on your Separation
		Date, less applicable withholdings and deductions, payable on a bi-weekly
		basis.
	 

	 
		ii) Through May 13, 2008, any severance
		payments payable to you under this subsection 2(a) will not be reduced by any
		compensation payable to you through other employment, a consultancy or any
		other source. Thereafter, your entitlement to severance pay under this
		subsection shall be reduced by the amount of any compensation payable to you as
		a result of any employment or consultancy undertaken by you and/or by the
		amount of any other severance or termination payments to you, in each case in
		respect of periods after May 13, 2008 until the conclusion of the Salary
		Continuation Period, and you agree that you will immediately notify the
		Company’s Chief Legal Officer when you receive any such compensation.
		Notwithstanding the above, due to your role and responsibilities with the
		Company, you may be restricted from undertaking employment with a competitor of
		the Company under the terms of any agreements related to non-competition or
		trade secrets, confidential information and/or work product you previously
		signed, and you must provide prompt written notice to the Company c/o Robert K.
		Kretzman, Executive Vice President, General Counsel and Chief Legal Officer,
		Revlon Consumer Products Corporation, 237 Park Avenue, New York, New York
		10017, if you have been offered employment with a Restricted Entity, as defined
		in the Employee Agreement as to Confidentiality and Non-Competition you
		executed on August 1, 2003 (the “Non-Competition Agreement”), and
		wish to accept such offer of employment, specifying the specific employment
		title and duties or other interest so offered and the terms (including
		compensation) of such offer. Also, it is agreed that your entitlement to
		receive severance pay and benefits under this Agreement shall immediately cease
		in the event that you accept employment with the Company in any other position
		during the Salary Continuation Period.
	 

	 
		b) BENEFITS CONTINUATION PERIOD. For purposes of this Agreement, the “Benefits
		Continuation Period” shall mean the period from the Separation Date until
		October 13, 2008.
	 

	 
		c) CONTINUATION OF MEDICAL, DENTAL AND/OR VISION INSURANCE
		BENEFITS AND FLEXIBLE SPENDING ACCOUNT. You will be permitted to continue participation in
		the Company’s group medical, dental and/or vision insurance benefit plans
		at the level of your participation immediately prior to the Separation Date
		(for example, Employee, Employee +1, Family levels), subject to the terms and
		conditions of such plans, as in 
	 

	 
		 
	 

	 
		 
	 

	 
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		effect and amended from time to time, and
		at the contribution level in effect for active employees until (i) the end of
		the Benefits Continuation Period or (ii) you become eligible for coverage under
		medical and/or dental insurance benefit plans, as the case may be, of another
		company, whichever occurs first. You will be permitted to have the period of
		continuation of medical and/or dental insurance benefits under COBRA (which is
		generally a period of 18 months) commence upon expiration of the Benefits
		Continuation Period or such earlier date as is triggered under subsection (ii)
		in the preceding sentence. As a condition of your continued coverage of medical
		and/or dental insurance benefits under COBRA, you (or your eligible dependents)
		will be required to contribute on a timely basis at the applicable COBRA
		contribution rate, as in effect from time to time. Details regarding your
		required contributions will be provided by the Company’s COBRA
		administrator at an appropriate time. You will immediately notify the
		Company’s Chief Legal Officer when you become eligible for coverage under
		medical, dental and/or vision insurance benefit plans of another company.
		
	 

	 
		d) CONTINUATION OF LIFE / AD&D
		INSURANCE. Your Basic Life Insurance
		coverage under the Revlon Life and Accident Insurance Program (the
		“Program”) will be continued at no cost to you during the Benefits
		Continuation Period. In addition, you can continue any Supplemental Life,
		Accidental Death and Dismemberment, Dependent Life and/or Dependent Accidental
		Death and Dismemberment insurance coverage previously elected by you under the
		Program at your expense during the Severance Period. After the expiration of
		the Severance Period, you will be advised of any options you may have to
		convert the insurance coverages described above to an individual policy at your
		own expense, and information regarding such conversion options will be provided
		to you at that time.
	 

	 
		e) OUTPLACEMENT.
		You will be eligible to receive outplacement and career transition services
		provided by the Ayers Group as determined by the Company, at the Company’s
		expense.
	 

	 
		f) PRO RATA 2006 BONUS. In the event that bonus plan objectives under the
		Revlon Executive Bonus Plan are met and a bonus is earned and paid in respect
		of 2006 under the Revlon Executive Bonus Plan (excluding any discretionary
		bonuses paid), notwithstanding that you would not be currently employed by the
		Company, you shall be eligible to receive such bonus, prorated for the period
		of your employment with the Company during 2006, less applicable withholdings
		and deductions. If any bonus is payable to you under this Section 2(f), such
		bonus will be paid to you in 2007 at the same time as other earned bonuses are
		paid under the Revlon Executive Bonus Plan.
	 

	 
		g) REIMBURSEMENT FOR BUSINESS EXPENSES. You shall be reimbursed for all reasonable expenses
		incurred or paid by you prior to October 13, 2006 in connection with the
		performance of your services for the Company, subject to and in accordance with
		the Company’s applicable expense reimbursement and related
		policies.
	 

	 
		3. SECTION 409A.
		The Company’s provision of compensation and benefits under this Agreement
		is being made in good faith compliance with Section 409A of the Internal
		Revenue 
	 

	 
		 
	 

	 
		 
	 

	 
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		Code of 1986, as amended, and the
		regulations promulgated thereunder (“Section 409A”). Additionally, it
		is understood and agreed that the schedule for the provision of compensation
		and benefits provided for in the CONSIDERATION IN SETTLEMENT Section above
		reflects your initial deferral election pursuant to Section 409A, if any such
		election is required. It is expressly understood and agreed that the Company
		reserves the right to provide the compensation or benefits provided in the
		CONSIDERATION IN SETTLEMENT Section above at times and in a manner that
		minimizes taxes, interest or penalties as a result of Section 409A, including
		any required withholdings. 
	 

	 
		4. VACATION. You
		will receive a check for any accrued and unused 2006 vacation prorated for the
		period of your active employment in 2006 with the Company, less applicable
		withholdings and deductions, upon your separation from your employment with the
		Company. 
	 

	 
		5. GENERAL RELEASE. 
	 

	 
		a) In exchange for the consideration
		provided to you under this Agreement, you agree to release and hold harmless
		(on behalf of yourself and your family, heirs, executors, administrators,
		successors and assigns) now and forever, the Company from and waive any claim
		in any legal jurisdiction that you have presently, may have or have had in the
		past, known or unknown, against the Company upon or by reason of any matter,
		cause or thing whatsoever, from the beginning of the world to the date of this
		release, including, without limitation, all claims arising from your employment
		with, or termination of employment from, the Company, or otherwise.
		Notwithstanding the prior sentence, it is understood and agreed that the only
		rights or claims that you are not releasing and waiving are your rights to
		receive the compensation and benefits provided to you under this Agreement, any
		rights you may have: (i) under this Agreement, subject in all cases to the
		terms and conditions hereof, (ii) to the payment of vested benefits (if any)
		under the terms of the Company’s qualified pension plans (the Revlon
		Employees’ Retirement Plan and the Revlon Employees’ Savings,
		Investment and Profit Sharing Plan), as amended from time to time, (iii) under
		the Stock Plan or (iv) to indemnification as provided in the INDEMNIFICATION
		Section below.
	 

	 
		b) Revlon (defined for purposes of this
		subsection only as the corporate entities Revlon, Inc., Revlon Consumer
		Products Corporation and their successors and assigns) hereby waives, releases
		and gives up any and all claims and rights it has presently or has had in the
		past against you related to your past activities in connection with your
		employment with Revlon, which Revlon actually knew, or reasonably should have
		known, on or prior to the date of your execution of this Agreement, except that
		the release in this subsection shall not apply to any claim the Company may
		have which directly or indirectly results from any breach by you of this
		Agreement or any confidentiality, non-competition or fiduciary obligation owed
		to the Company, any act of misappropriation or conversion of trade secrets or
		proprietary or confidential information, any act of fraud or theft committed by
		you in connection with your employment with the Company, or any intentional
		tort.
	 

	 
		6. EXTENT OF RELEASE. Without limiting the generality of the preceding
		“GENERAL RELEASE” Section, this Agreement is intended to and shall
		release the Company 
	 

	 
		 
	 

	 
		 
	 

	 
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		from any and all claims or rights arising
		under any federal, state or local statute (including, without limitation, Title
		VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act
		of 1967, the Equal Pay Act, the Americans with Disabilities Act of 1990, the
		Employee Retirement Income Security Act of 1974, the Family and Medical Leave
		Act of 1993, the Fair Labor Standards Act, the Older Workers Benefit Protection
		Act of 1990, the Civil Rights act of 1866, the Civil Rights Act of 1991, the
		Workers Adjustment and Retraining Act, the New York State Human Rights Law, the
		New York City Administrative Code, and all other statutes regulating the terms
		and conditions of your employment, including, but not limited to those state
		laws set forth in Exhibit I to this Agreement, in each case, as amended),
		regulation or ordinance, under the common law or in equity (including any
		claims for wages, wrongful discharge, discrimination, retaliation,
		whistleblower claims, any tort claims, or otherwise), or under any policy,
		agreement, understanding or promise, written or oral, formal or informal,
		between the Company and you, including, without limitation, any claim you might
		have for severance, termination or severance pay in any legal jurisdiction, or
		pursuant to the Company’s severance policies or practices as from time to
		time in effect, or otherwise.
	 

	 
		7. RIGHT TO COUNSEL. The Company hereby advises you that you should
		consult with an attorney prior to execution of this Agreement. You acknowledge
		that you understand it is in your best interest to have this document reviewed
		by an attorney of your own choosing and at your own expense, and you hereby
		acknowledge that you have been afforded a period of at least twenty-one
		(21) days during which to consider this Agreement and to
		have it reviewed by your attorney, and you represent that you have done
		so.
	 

	 
		8. FREE WILL. You
		are entering into this Agreement of your own free will and without coercion,
		intimidation or threat of retaliation. You acknowledge and agree that the
		Company has not exerted any undue pressure or influence on you in this regard.
		You acknowledge that you have had reasonable time to determine whether entering
		into this Agreement is in your best interest and you have read and fully
		understand the terms set forth in this Agreement. You understand that if you
		request additional time to review the provisions of this Agreement, a
		reasonable extension of time will be granted.
	 

	 
		9. ADEQUACY OF CONSIDERATION. The consideration provided to you under this
		Agreement, which you agree is adequate consideration to support this Agreement,
		is not required under the Company’s policies or otherwise and you
		acknowledge that you know of no circumstances other than you agreeing to the
		terms of this Agreement which would require the Company to provide such
		consideration. You acknowledge that no representations of any kind or character
		have been made by the Company to induce your execution of this Agreement and
		that the only representations made to you in order to obtain your consent to
		this Agreement are as stated herein.
	 

	 
		10. RESTRICTIONS.
		You represent and warrant that neither you, nor any person, organization or
		entity acting on your behalf, has filed or initiated any complaint, charge,
		claim or proceeding against the Company before any local, state or federal
		agency, court or other body relating to your employment or the termination
		thereof (each individually a “Proceeding”). To 
	 

	 
		 
	 

	 
		 
	 

	 
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		the fullest extent permitted by law, you
		waive any right you may have to benefit in any manner from any relief (whether
		through an award of money, equitable relief or otherwise) arising out of any
		past, present or future Proceeding, including, without limitation, any
		Proceeding conducted by the Equal Employment Opportunity Commission
		(“EEOC”). In addition to the release of all claims you have against
		the Company under the “GENERAL RELEASE” AND “EXTENT OF
		RELEASE” Sections above, you further agree, to the extent permitted by
		law, not to instigate, encourage, or voluntarily assist or participate in an
		action or proceeding commenced by anyone else against the Company.
	 

	 
		11. PENALTIES. If
		you fail to abide by any of the terms of this Agreement, the Company may,
		except as otherwise prohibited by law, reclaim any amounts paid under this
		Agreement, without waiving the release granted herein, and terminate any
		benefit or payments that are due under the Agreement, in addition to any other
		remedies it may have.
	 

	 
		12. COOPERATION.
		Upon request, you agree to give your assistance and cooperation willingly in
		any matter relating to your expertise or experience as the Company may
		reasonably request, including your attendance and truthful testimony where
		deemed appropriate by the Company, with respect to any investigation or the
		Company’s defense or prosecution of any existing or future claims or
		litigations relating to matters in which you were involved or potentially have
		knowledge by virtue of your employment with the Company. Such assistance and
		cooperation shall be provided by you without fee or charge, other than
		reasonable travel expenses and disbursements. Assistance shall be given during
		regular business hours at locations and times mutually agreed upon by you and
		the Company, with due regard to your availability given your then
		applicable employment, except with respect to mandated court appearances for
		which you will make yourself available upon reasonable notice.
	 

	 
		13. REVOCATION AND EFFECTIVE DATE. This Agreement may be revoked by you within the seven
		(7) days after the date on which you sign this Agreement and you understand
		that this Agreement and your eligibility to receive any compensation and/or
		benefits under the Agreement shall not become binding or enforceable until this
		seven (7) day period has expired without you having so revoked. This Agreement
		shall become effective on the eighth (8th) day following your signing of this
		Agreement (the “Effective Date”) provided that you have not revoked
		the Agreement. Any such revocation must be made in a signed letter executed by
		you stating specifically that you are revoking your acceptance of this
		Agreement and received by the Company at the following address no later than
		5:00 p.m. New York time on the seventh day after you have executed this
		Agreement: Robert K. Kretzman, Executive Vice President, General Counsel and
		Chief Legal Officer, Revlon Consumer Products Corporation, 237 Park Avenue, New
		York, New York 10017. You understand that if you revoke this Agreement, this
		Agreement and your eligibility to receive any compensation and/or benefits
		under the Agreement will not be effective or enforceable and you will not be
		entitled to any payments and benefits hereunder. You understand and agree that
		you would not receive the payments and benefits set forth in this Agreement,
		except for your execution of this Agreement and the fulfillment of your
		promises, obligations and covenants set forth herein. The terms of this
		Agreement are not final and authorized until this Agreement is executed by a
		Company officer with appropriate 
	 

	 
		 
	 

	 
		 
	 

	 
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		authority. Until such execution by a
		Company officer, the Agreement shall be considered to be a draft for discussion
		purposes.
	 

	 
		14. NOTICE. Any
		notice to be given under this Agreement shall be given in writing and delivered
		either personally or sent by certified mail to the Company c/o Robert K.
		Kretzman at the above address and to you at 660 River Chase Ridge, Atlanta, GA
		30328, with a copy to Daniel D. Zegura, Esq., Rogers & Hardin LLP, 2700
		International Tower, Peachtree Center, 229 Peachtree Street, N.E., Atlanta, GA
		30303.
	 

	 
		15. CONFIDENTIALITY
		/ NON-COMPETITION.
	 

	 
		a) In consideration of the payments and
		benefits provided in this Agreement, you agree to comply with and perform each
		and every covenant and undertaking set forth in any agreements related to
		non-competition or trade secrets, confidential information and/or work product
		previously executed by you, including, without limitation, the Non-Competition
		Agreement, to the same extent as if the same were fully set forth herein, with
		the understanding that Paragraph 9(f) of the Non-Competition Agreement does not
		apply and shall have no further application, but all other provisions of the
		Non-Competition Agreement shall continue in full force and effect without
		modification.
	 

	 
		b) In addition to any agreement related to
		trade secrets, confidential information and/or work products previously
		executed by you, (including, without limitation, the Non-Competition Agreement
		executed by you), you agree that you will not at any time divulge to any other
		entity or person any confidential information acquired by you concerning the
		Company’s or its affiliates’ financial affairs or business processes
		or methods or their research, development or marketing programs or plans, any
		other of its or their trade secrets, any information regarding personal matters
		of any directors, officers, employees or agents of the Company or their
		respective family members, any information concerning this Agreement or the
		terms thereof, or any information concerning the circumstances of your
		employment with and the separation from your employment from the Company, or
		any information regarding discussions related to any of the foregoing or make,
		write, publish, produce or in any way participate in placing into the public
		domain any statement, opinion or information with respect to any of the
		foregoing or which reflects adversely upon or would reasonably impair the
		reputation or best interests of the Company or any of its directors, officers,
		employees or agents or their respective family members, except in each
		case (i) information which is required to be disclosed by court order,
		subpoena or other judicial process, (ii) information regarding your job
		responsibilities during your employment with the Company to prospective
		employers in connection with an application for employment, (iii) information
		regarding the financial terms of this Agreement to your spouse or your tax
		advisor for purposes of obtaining tax advice provided that such persons are
		made aware of and agrees to comply with the confidentiality obligation, or (iv)
		information which is necessary to be disclosed to your attorney to determine
		whether you should enter into this Agreement. The foregoing prohibitions shall
		include, without limitation, directly or indirectly publishing (or causing,
		participating in, assisting or providing any statement, opinion or information
		in connection with the publication of) any diary, memoir,
	 

	 
		 
	 

	 
		 
	 

	 
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		letter, story, photograph, interview,
		article, essay, account or description (whether fictionalized or not)
		concerning any of the foregoing, publication being deemed to include any
		presentation or reproduction of any written, verbal or visual material in any
		communication medium, including any book, magazine, newspaper, internet
		publication or discussion group, theatrical production or movie, or television
		or radio programming or commercial. In addition to any and all other remedies
		available to the Company for any violation of this Section, you agree to
		immediately remit and disgorge to the Company any and all payments paid or
		payable to you in connection with or as a result of engaging in any of the
		above acts. In the event that you are required to make disclosure under any
		court order, subpoena or other judicial process which in any way relates to
		your employment with the Company, you will promptly notify the Company, take
		all steps requested by the Company to defend against the compulsory disclosure
		and permit the Company to participate with counsel of its choice in any
		proceeding relating to the compulsory disclosure. You acknowledge that all
		information the disclosure of which is prohibited by this Section is of a
		confidential and proprietary character and of great value to the Company and
		that a breach of this Section will constitute a material breach of this
		Agreement, which will cause the Company to suffer immediate, substantial and
		irreparable injury. You confirm that, as of the date of your execution of this
		Agreement, you have not violated the terms of this “CONFIDENTIALITY /
		NON-COMPETITION” Section. The Company confirms that as of the date it
		executes this Agreement, it has no actual knowledge of facts constituting a
		violation of this “CONFIDENTIALITY / NON-COMPETITION” Section.
	 

	 
		16. RETURN OF COMPANY PROPERTY. You understand and agree that you are obligated to
		return all Company property in your possession or control, as required under
		the Employee Agreement as to Confidentiality and Non-Competition, including,
		without limitation, computer disks or data (including, data retained on any
		computer), any home-office equipment, mobile phones, blackberrys or computers
		purchased or provided by the Company, any keys, identification and access
		cards, records, documents, files or other materials. By executing this
		Agreement, you represent and agree that you (i) have returned all Company
		property in your possession or control to the Company, (ii) have removed any
		and all computer data relating to Company confidential information and trade
		secrets from any personal computer(s) in your possession or control, and (iii)
		have not retained any such computer data (or copies thereof) in any
		form.
	 

	 
		17. INDEMNIFICATION. Notwithstanding anything herein to the contrary, this
		Agreement shall not impact or release any rights that you may have, under the
		by-laws of the Company, applicable insurance policies of the Company and/or
		under applicable law, to indemnification with respect to liabilities, costs,
		losses and claims arising from or related to your service as an officer,
		director or employee of the Company or of any parent, subsidiary or affiliate
		of the Company.
	 

	 
		18. NON-ADMISSION.
		Nothing contained in this Agreement shall be deemed or construed as an
		admission of wrongdoing or liability on the part of the Company.
	 

	 
		19. SEVERABILITY CLAUSE. Should any provision or part of this Agreement
		be
	 

	 
		 
	 

	 
		 
	 

	 
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		found to be invalid or unenforceable, only
		that particular provision or part so found and not the entire agreement shall
		be inoperative.
	 

	 
		20. ASSIGNMENT.
		This Agreement may be assigned by the Company to (i) any affiliate of the
		Company or (ii) any non-affiliate of the Company that shall acquire all or the
		greater part of the business and assets of the Company. In the event of any
		such assignment, the Company shall cause such affiliate or non-affiliate, as
		the case may be, to assume the obligations of the Company hereunder with the
		same effect as if such assignee were the “Company” hereunder, and, in
		the case of such assignment to a non-affiliate, the Company and its affiliates
		shall be released from all liability hereunder. This Agreement is personal to
		you and you may not assign any rights or delegate any responsibilities
		hereunder without the prior approval of the Company.
	 

	 
		21. NON-ALIENATION. You shall not have any right to pledge, anticipate or
		in any way create a lien upon any payment or benefit provided under this
		Agreement, and no such payment or benefit shall be assignable in anticipation
		of payment, either by voluntary or involuntary acts or by operation of
		law.
	 

	 
		22. OFFSET. You
		hereby authorize the Company to offset any sums owed by you to the Company
		against the severance pay payable to you pursuant to this Agreement, to the
		fullest extent permitted under applicable law.
	 

	 
		23. GOVERNING
		LAW AND CHOICE OF FORUM. This
		Agreement shall be governed by, and construed pursuant to, the laws of the
		State of New York applicable to transactions executed and to be wholly
		performed in New York between residents thereof, without regard to conflicts of
		laws, except as otherwise preempted by the laws of the United States. The
		parties consent and agree to the exclusive jurisdiction of the Federal and
		State courts sitting in the City and State of New York for all purposes
		pertaining to this Agreement.
	 

	 
		24. ENTIRE AGREEMENT. This Agreement and any attachments or exhibits hereto
		expressly supersede any and all previous understandings and agreements between
		the Company and you and constitute the sole and exclusive understanding between
		the Company and you concerning the subjects set forth herein, other than any
		agreements related to non-competition or trade secrets, confidential
		information and/or work product previously executed by you (including your
		Non-Competition Agreement), the terms of which remain in full force and effect,
		with the sole exception that Paragraph 9(f) of the Non-Competition Agreement
		does not apply to you and shall have no further application. This Agreement and
		any attachments or exhibits hereto may not be altered, modified, changed or
		discharged except in a writing signed by you and agreed to by the Company. You
		understand and agree that other than as set forth in this Agreement and the
		attachments or exhibits hereto, you will not receive any compensation, payments
		or benefits of any kind from the Company and you expressly agree that you are
		not entitled and have no right to any additional compensation, payments or
		benefits other than the payment of vested benefits (if any) under the terms of
		the Company’s qualified pension plans, as amended from time to
		time.
	 

	 
		 
	 

	 
		 
	 

	 
		Page 9 of 11
	 

	 
		 
	 


	 

	 
	 

	 

	 
		If the foregoing text of this document
		correctly reflects our mutual agreements, please execute and return to the
		undersigned the two originals of this Agreement.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Sincerely,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 REVLON CONSUMER PRODUCTS
				  CORPORATION
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By:
				

			 	
				
				  
 /s/ Robert K. Kretzman
				

			 
	 	 	 	
				
 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Robert K. Kretzman

				  Executive Vice President,

				  General Counsel and Chief Legal Officer
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		Page 10 of 11
	 

	 
		 
	 


	 

	 
	 

	 

	 
		AGREEMENT AND
	 

	 
		ACKNOWLEDGMENT
	 

	 
		I, THOMAS E. MCGUIRE, acknowledge receipt of the Letter Agreement and
		Release and I agree to all the terms and conditions set forth in the Letter
		Agreement and Release. I have read and fully understand the meaning and effect
		of the terms set forth in the Letter Agreement and Release and enter into such
		agreement of my own free will and without coercion, intimidation or threat of
		retaliation. I also acknowledge and understand that I have been afforded
		twenty-one (21) days to consider the Letter Agreement and Release and to have
		the agreement reviewed by my attorney if I so choose. I acknowledge that if I
		execute this Letter Agreement and Release prior to the expiration of the
		twenty-one (21) day period or if I choose to forego the advice of an
		attorney, I do so freely, knowingly and voluntarily and waive any and all
		future claims that such action or actions would affect the validity of this
		Letter Agreement and Release.
	 

	 
		 
	 

	 
			
				
				  Date:
				

			 	
				
				  October 6, 2006
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Name:
				

			 	
				
				  /s/ Thomas E. McGuire
				

			 
	 	
				
 

 

	 
		 
	 

	 
		 
	 

	 
		Page 11 of 11