Exhibit
10.10


EMPLOYMENT AGREEMENT, dated as of November
1, 2002 between REVLON CONSUMER PRODUCTS CORPORATION, a Delaware
corporation ("RCPC" and, together with its
parent Revlon, Inc. and its subsidiaries, the
"Company"), and Robert K. Kretzman (the
"Executive").

RCPC wishes to continue
the employment of the Executive with the Company, and the Executive
wishes to accept continued employment with the Company on the terms and
conditions set forth in this Agreement.

Accordingly, RCPC and
the Executive hereby agree as follows:

1.    Employment,
Duties and Acceptance.

1.1    Employment,
Duties. RCPC hereby employs the Executive for the Term (as defined
in Section  2.1) to render exclusive and full-time services to
the Company as chief legal officer of Revlon, Inc. and its
subsidiaries, and to perform such other duties consistent therewith as
may be assigned to the Executive from time to time. The
Executive's title shall be Senior Vice President and General
Counsel, Revlon, Inc. or such other title of at least equivalent level
consistent with the Executive's duties from time to time as may
be assigned to the Executive. The Executive shall be a member of the
Operating Committee or such other committee of the Company's most
senior executives as may succeed the Operating Committee from time to
time and report to the President and Chief Executive Officer of Revlon,
Inc. or his designee.

1.2    Acceptance. The
Executive hereby accepts such employment and agrees to render the
services described above. During the Term, the Executive agrees to
serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy
and skill to such employment, and to use the Executive's best
efforts, skill and ability to promote the Company's
interests.

1.3    Location. The duties to be
performed by the Executive hereunder shall be performed primarily at
the office of RCPC in the New York City metropolitan area, subject to
reasonable travel requirements consistent with the nature of the
Executive's duties from time to time on behalf of the
Company.

2.    Term of Employment; Certain Post-Term
Benefits.

2.1    The Term. The term of
the Executive's employment under this Agreement (the
"Term") shall commence on the date hereof
(the "Effective Date") and shall end on such
date as is provided pursuant to Section 2.2.

2.2    End-of-Term Provisions. At any time after
on or after December 31, 2005, RCPC shall have the right to give
written notice of non-extension of the Term. In the event RCPC gives
such notice of non-extension, the Term automatically shall end on the
second anniversary of the date on which RCPC give such notice. If RCPC
shall not theretofore have given such notice, from and after December
31, 2005 unless and until RCPC gives written notice of non-extension as
provided in this Section 2.2, the Term automatically shall be extended
day-by-day; upon the giving of such notice by RCPC, the Term
automatically shall be extended so that it ends on the second
anniversary of the date on which RCPC gives such notice. The giving of
such notice shall not be deemed to be a breach of this Agreement by
RCPC for purposes of Section 4.4. During any period that the
Executive's employment shall continue following expiration of the
Term, the Executive shall be eligible for severance on terms no less
favorable than those of the Revlon Executive Severance Policy as in
effect on January 1, 2002 (the "Executive Severance
Policy"), provided that in no event shall the severance
and benefit continuation be less than 24 months, upon the
Executive's compliance with the terms thereof, and the Executive
shall be deemed to be an employee at will.

2.3    Special Curtailment. The Term shall end
earlier than the date provided in Section 2.2, if sooner terminated
pursuant to Section 4.

3.    Compensation;
Benefits.

3.1    Salary. As compensation
for all services to be rendered pursuant to this Agreement, the Company
agrees to pay the Executive during the Term a base salary, payable
bi-weekly in arrears, at the 









annual rate of not less than in effect on the
Effective Date (the "Base Salary"). All
payments of Base Salary or other compensation hereunder shall be less
such deductions or withholdings as are required by applicable law and
regulations. In the event that RCPC, in its sole discretion, from time
to time determines to increase the Base Salary, such increased amount
shall, from and after the effective date of the increase, constitute
"Base Salary" for purposes of this Agreement
and shall not thereafter be decreased.

3.2    Bonus. In addition to the amounts to be
paid to the Executive pursuant to Section 3.1, the Executive shall be
eligible to receive a maximum annual bonus with respect to each year
during the Term commencing with 2002 equal to 100% of Base
Salary at the rate or rates in effect during the year for which bonus
is earned, with a target bonus equal to 50% of Base Salary,
based upon achievement of objectives set annually not later than March
31 of such year. Notwithstanding the foregoing, if the
Executive's employment shall end pursuant to Section 4.2 or 4.4
at any time during the Term, the Executive's bonus with respect
to the calendar year in which the termination occurs shall be an amount
equal to the bonus that would have been payable to the Executive with
respect to such year if the Executive had remained employed to the date
for payment of bonuses under such Plan, multiplied by a fraction of
which the numerator is the number of days of the Term during such year
and the denominator is 365, and if the Executive's employment
shall end pursuant to Section 4.4 on or after the occurrence of a
Triggering Event, the Executive's bonus with respect to the
calendar year in which the termination occurs shall be an amount equal
to the greater of the full year bonus that would have been payable to
the Executive as above described or the Executive's full year
target bonus, in either case without proration, notwithstanding any
contrary provision of any plan. As used herein,
"Triggering Event" shall mean the first to
occur of any of the following:

(i)    a merger of or
combination involving Revlon, Inc. or RCPC or any parent thereof other
than a merger or combination in which more than 50% in voting
power of the voting securities of the surviving or resulting
corporation or other entity outstanding immediately after such
transaction is beneficially owned (as such term is defined in Section
13(d) of the Securities Exchange Act of 1934, as amended) by persons
who beneficially owned outstanding voting securities of Revlon, Inc.
immediately prior to such transaction, or the execution of a definitive
agreement for such a merger or combination, provided the same is in
fact consummated;

(ii)    the adoption of a Plan
contemplating the liquidation of all or substantially all of the
business and assets of the Company;

(iii)    a sale or
other disposition of all or substantially all of the assets of the
Company or of the business unit to which the Executive's services
are at the time dedicated, if any, whether for cash, securities or
other property, other than to a corporation or other entity in which
more than 50% in voting power of the outstanding voting
securities outstanding immediately after such transaction is
beneficially owned by persons who beneficially owned outstanding voting
securities of Revlon, Inc. immediately prior to such transaction, or
the execution of a definitive agreement for such a sale or other
disposition provided the same is in fact consummated; or

(iv)    more than 50% of the voting power of the
outstanding voting securities of Revlon, Inc. becomes beneficially
owned, directly or indirectly, by one person or more than one person
acting as a group other than the current beneficial owner of the
ultimate parent company of Revlon, Inc.

3.3    Stock
Options. The Executive shall be recommended to the Compensation
Committee or other committee of the Board administering the Revlon,
Inc. Amended and Restated 1996 Stock Plan or any plan that may replace
it, as from time to time in effect, to receive an award of stock
options, restricted shares or other awards each year of the Term
commencing with the year 2004, at levels and on terms substantially the
same as other senior executives of the Executive's level,
provided that if the Term is to end pursuant to Section 2.2 otherwise
than at a calendar year end, the Company shall not be required to
recommend that the stock option to be granted to the Executive with
respect to such final year of the Term cover more than that number of
shares that is the product of multiplying the annual grant provided for
above by a fraction of which the numerator is the number of days of the
Term during such final year and the denominator is 365, and provided
further that this Section 3.3 shall not apply following a Triggering
Event. If prior to the end of the Term, the Company shall terminate the
Executive other than 

2









for Cause pursuant to Section 4.3, or the
Executive shall terminate this employment pursuant to Section 4.4, or
if the Company shall provide notice of non renewal of the Term on or
after December 31, 2005, each option award and each Restricted Share
award held by the Executive as of the Effective Date of this Agreement,
including the award granted September 17, 2002 (collectively the
"Existing Options and Restricted Share
awards") shall continue to vest in accordance with its
terms and shall remain exercisable for one year following the later of
the date of termination of employment of Executive or the date that all
Existing Options and Restricted Share awards become fully vested and
exercisable.

3.4    Business Expenses. RCPC shall pay
or reimburse the Executive for all reasonable expenses actually
incurred or paid by the Executive during the Term in the performance of
the Executive's services under this Agreement, subject to and in
accordance with the Company's applicable expense reimbursement
and related policies and procedures as in effect from time to time.

3.5    Vacation. During each year of the Term, the
Executive shall be entitled to a vacation period or periods in
accordance with the vacation policy of the Company as in effect from
time to time, but not less than the Executive's current
entitlement of four weeks.

3.6    Fringe
Benefits.

(i)    During the Term, the Executive
shall be entitled to continue to participate in those qualified and
non-qualified defined benefit, defined contribution, insurance, medical
(including the Revlon Executive Supplemental Medical Plan), dental,
disability and other benefit plans and programs of the Company as from
time to time in effect (or their successors) in which the Executive
participated on the date hereof and in such other plans and programs as
may be made available to senior executives of the Company of the
Executive's level generally. In addition, during the Term the
Company shall provide to the Executive an automobile of a class
appropriate to the Executive's grade from time to time (but in
any event with an invoice price (excluding taxes and dealer preparation
charges) of not less than $44,000) pursuant to the Company's
executive automobile program including all operating costs thereof,
insurance, maintenance and parking, and the Executive shall be entitled
to reimbursement for tax preparation and financial counseling services
and health club membership with annual maximums at least comparable to
those currently in effect.

(ii)    During the Term,
RCPC shall provide Executive, at no cost to Executive, with additional
life insurance (in excess of the basic life insurance of two times
Executive's Base Salary provided to employees at no cost) of two
times Executive's Base Salary. Notwithstanding any limitations in
the qualified and/or non-qualified defined benefit pension plans,
Executive shall be entitled to receive a defined pension benefit at
retirement at age 62 as if Executive had elected retirement at age 65
(that is without reduction by reason of early retirement at age
62).

4.    Termination.

4.1    Death. If the Executive shall die during
the Term, the Term shall terminate and no further amounts or benefits
shall be payable hereunder except pursuant to life insurance and
qualified and non-qualified pension benefits provided under Section
3.6.

4.2    Disability. If during the Term
the Executive shall become physically or mentally disabled, whether
totally or partially, such that the Executive is unable to perform the
Executive's services hereunder for (i) a period of six
consecutive months or (ii)   shorter periods aggregating six
months during any twelve month period, RCPC may at any time after the
last day of the six consecutive months of disability or the day on
which the shorter periods of disability shall have equaled an aggregate
of six months, by written notice to the Executive (but before the
Executive has returned to active service following such disability),
terminate the Term and no further amounts or benefits shall be payable
hereunder except as provided in Section 3.6 and except that the
Executive shall be entitled to receive until the first to occur of (x)
the Executive ceasing to be disabled or (y) the Executive attaining age
65, continued coverage for the Executive under the life insurance
provided under Section 3.6 and continued medical and dental coverage
(including the executive medical plan) for the Executive and his
immediate family to the extent permitted by such plans and to the
extent such benefits are provided to the Company's actively
employed senior executive generally.

4.3    Cause. RCPC may at any time by written
notice to the Executive terminate the Term for
"Cause" and, upon such termination, the
Executive shall be entitled to receive no further amounts or


3









benefits hereunder, except as required by law.
As used herein the term "Cause" shall mean
gross neglect by the Executive of the Executive's duties
hereunder, conviction of the Executive of any felony, conviction of the
Executive of any lesser crime or offense involving the property of the
Company or any of its affiliates, willful misconduct by the Executive
in connection with the performance of the Executive's duties
hereunder or other material breach by the Executive of this
Agreement.

4.4    Company Breach; Other
Termination. The Executive shall be entitled to terminate the Term
and the Executive's employment upon 60 days' prior written
notice in the event that (i) RCPC materially breaches any of its
obligations hereunder, (ii) a material adverse change in the position,
title or reporting structure of the Executive, or (iii) a relocation of
Revlon, Inc.'s headquarters outside the New York metropolitan
area or the relocation of the Executive's principal place of
employment to any location other than such headquarters provided the
Company shall fail to cure any such event described in (i), (ii) or
(iii) within 30 days after such notice; or that at any time prior to a
Triggering Event the Compensation Committee (or other appropriate
Committee) of the Board of Directors of Revlon, Inc. shall fail to
grant awards pursuant to Section 3.3. In addition, the Executive shall
be entitled to terminate the Term and the Executive's employment
upon 60 days' prior written notice to RCPC for "Good
Reason". As used herein, the term "Good
Reason" shall mean any of the following occurring
following a Triggering Event which is not agreed to in writing by the
Executive: (a) a substantial adverse change in the Executive's
assigned responsibilities, (b) a relocation of the Executive's
principal place of business to a location which increases the
Executive's round-trip commutation by more than 50 miles, (c)
failure of the Executive to continue participation in bonus, salary
review and equity incentive (or equivalent cash incentive) plans and
programs at least substantially equivalent to those provided to the
Executive prior to the Triggering Event or (d) the failure of the
Executive to participate in all material employee benefit plans and
fringe benefit arrangements on substantially the same basis as like
executives of the major business Unit of which the Executive is a
party, provided however that none of the foregoing events shall
constitute "Good Reason" unless within 30
days after obtaining actual knowledge of such event the Executive gives
written notice to the Company of the Executive's intention to
resign, specifically identifying the event constituting Good Reason
therefor, and the Company shall fail to cure such event within 30 days
after such notice. In addition, RCPC shall be entitled to terminate the
Term and the Executive's employment at any time and without prior
notice otherwise than pursuant to the provisions of Section 4.3. In
consideration of the Executive's covenant in Section 5.2, upon
termination under this Section 4.4 by the Executive, or in the event
RCPC so terminates the Term pursuant to this Section 4.4, RCPC agrees,
and the Company's sole obligation arising from such termination
(except as otherwise provided in Section 3.6) shall be (at the
Executive's election by written notice within 10 days after such
termination), for RCPC either

(i)    to make the
payment in lieu of bonus prescribed by Section 3.2 and to continue
payments in lieu of Base Salary in the amounts prescribed by Section
3.1 and continue the Executive's participation in the group life
insurance and in the medical and dental plans of the Company in which
the Executive was entitled to participate pursuant to Section 3.6 (in
each case less amounts required by law to be withheld) through the date
on which the Term would have expired pursuant to Section 2.2, if RCPC
had given notice of non-extension of the Term on or as promptly as
permitted by Section 2.2 after the date of termination of employment,
provided that such benefit continuation is subject to the terms of such
plans, provided further that such group life insurance continuation is
subject to a limit of two years pursuant to the terms thereof, provided
further that the Executive shall cease to be covered by medical and/or
dental plans of the Company at such time as the Executive becomes
covered by like plans of another company, and provided finally that the
Executive shall, as a condition, execute such release, confidentiality,
non-competition and other covenants as would be required in order for
the Executive to receive payments and benefits under the Policy
referred to in clause (ii) below, or

(ii)    to make
the payments and provide the benefits prescribed by the Executive
Severance Policy other than any provision such as Paragraph IIC(ii)
establishing a limit of six months on the lump sum payment provided for
therein, which shall not be applicable to the Executive, upon the
Executive's compliance with the terms thereof, provided that in
no event shall the severance period be less than 24 months.

If such termination of employment shall occur prior to a
Triggering Event, any compensation earned by the Executive from other
employment or a consultancy shall reduce the payments required pursuant
to 

4









clause (i) above or shall be governed by the
terms of the Executive Severance Policy as modified by the foregoing in
the case of clause (ii) above, but if the Executive's termination
of employment shall occur following a Triggering Event, the Executive
shall have no duty to mitigate by seeking other employment or otherwise
and no compensation earned by the Executive from other employment or a
consultancy shall reduce the payments provided for by clause (i) or
(ii).

4.5    Section 280G.

4.5.1    If it shall be determined by the firm of Ernst
& Young (or if such firm shall be unable to serve, by another
so-called Big 5 accounting firm selected by such firm)
("E&Y") that there is not substantial
authority to support the deductibility for federal income tax purposes
of one or more payments or benefits due to the Executive, pursuant to
this Agreement or otherwise, by reason of section 280G of the Internal
Revenue Code as amended (the "Code") or any
successor provisions, then RCPC shall reduce the payment in lieu of
bonus provided for in Section 3.2 and then the payments in lieu of Base
Salary provided for in Section 4.4 (said reductions to be applied in
inverse order against the last payments otherwise due) to the extent
necessary to avoid or, if full avoidance is not possible by such
reductions, to minimize, the loss of deductions described above,
provided that (a) except as specified in clause (b) below, such
reductions shall not exceed the amount of (i) payments or benefits due
solely as a result of this Agreement (and not as a result of the
Executive's participation in any incentive or benefit plan or
arrangement applicable to the Executive without regard to this
Agreement), (ii) benefits arising from the grant of options to the
Executive effective May 10, 1999 or thereafter, and (iii) benefits
arising from the acceleration to February 12, 2000 of the
exercisability of the stock options granted to the Executive effective
February 12, 1999 (and not as a result of the grant of such stock
options), provided that (b) such reductions shall exceed the amount
specified in clause (a) above if and to the extent that E&Y
determines that on an after-tax basis a further reduction pursuant to
this clause (b) is more favorable to the Executive than foregoing such
further reduction. The parties agree that all income tax returns filed
for the periods affected by the foregoing shall be filed on a basis
consistent with the determinations of E&Y pursuant hereto, and that
the determinations of E&Y with respect to the foregoing shall be
final and binding and not subject to judicial or other review (except
by E&Y at its own instance before or after any filing). RCPC shall
pay all fees and charges of E&Y in connection with this Section
4.5.

4.5.2    The parties acknowledge that as a result
of uncertainty in the application of Section 280G of the Code at the
time of any determination by E&Y pursuant to Section 4.5.1, it is
possible that amounts will be paid or distributed by RCPC to or for the
benefit of the Executive which the parties intended under Section 4.5.1
not to have been paid or distributed (an
"Overpayment") or that amounts will not be
paid or distributed by RCPC to or for the benefit of the Executive that
the parties intended under Section 4.5.1 to have been paid or
distributed (an "Underpayment"). In the event
that E&Y (based upon the assertion of a deficiency by the Internal
Revenue Service against RCPC or its affiliates or against the Executive
or at E&Y's own instance before or after any filing or
deficiency) determines that an Overpayment or an Underpayment has been
made, such amount shall be treated for all purposes as a loan by RCPC
(in the case of an Overpayment) or by the Executive (in the case of an
Underpayment) to the other party which shall, promptly following notice
of such determination by E&Y, be repaid together with interest at
the applicable federal rate provided for in Section 7872(f)(2) of the
Code, provided however that to the extent that any Overpayment would
result in a reduction of payments or benefits other than those referred
to in subclauses (i), (ii) and (iii) of Section 4.5.1(a), such loan
shall be deemed made and the Executive shall be required to repay the
same only to the extent that E&Y determines that on an after-tax
basis such loan and repayment pursuant to this Section 4.5.2 is more
favorable to the Executive than foregoing such loan and repayment, and
provided further that no loan shall be deemed to have been made and no
amount shall be required to be repaid pursuant to this Section 4.5.2 to
the extent that in the opinion of counsel to the Company such loan and
repayment would not either reduce the amount on which the Executive is
subject to excise tax or increase the amount of payments that are
deductible by the Company in relation to Section 280G of the Code.

4.5    Litigation Expenses. If RCPC and the
Executive become involved in any action, suit or proceeding relating to
the alleged breach of this Agreement by RCPC or the Executive, then if
and to the extent that a final judgment in such action, suit or
proceeding is rendered in favor of the Executive, RCPC shall reimburse
the Executive for all expenses (including reasonable attorneys'
fees) incurred by the 

5









Executive in connection with such action, suit
or proceeding or the portion thereof adjudicated in favor of the
Executive. Such costs shall be paid to the Executive promptly upon
presentation of expense statements or other supporting information
evidencing the incurrence of such expenses.

5.    Protection of Confidential Information;
Non-Competition.

5.1    The Executive
acknowledges that the Executive's services will be unique, that
they will involve the development of Company-subsidized relationships
with key customers, suppliers, and service providers as well as with
key Company employees and that the Executive's work for the
Company has given and will give the Executive access to highly
confidential information not available to the public or competitors,
including trade secrets and confidential marketing, sales, product
development and other data and plans which it would be impracticable
for the Company to effectively protect and preserve in the absence of
this Section 5 and the disclosure or misappropriation of which could
materially adversely affect the Company. Accordingly, the Executive
agrees:

5.1.1    except in the course of performing
the Executive's duties provided for in Section 1.1, not at any
time, whether during or after the Executive's employment with the
Company, to divulge to any other entity or person any confidential
information acquired by the Executive 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 its affiliates or their respective family members, or any
information concerning the circumstances of the Executive's
employment and any termination of the Executive's employment with
the Company or any information regarding discussions related to any of
the foregoing. 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,
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,
theatrical production or movie, or television or radio programming or
commercial. In the event that the Executive is requested or required to
make disclosure of information subject to this Section 5.1.1 under any
court order, subpoena or other judicial process, the Executive will
promptly notify RCPC, take all reasonable steps requested by RCPC to
defend against the compulsory disclosure and permit RCPC to control
with counsel of its choice any proceeding relating to the compulsory
disclosure. The Executive acknowledges 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.

5.1.2    to deliver promptly to the Company on termination
of the Executive's employment with the Company, or at any time
that RCPC may so request, all memoranda, notes, records, reports,
manuals, drawings, blueprints and other documents (and all copies
thereof) relating to the Company's business and all property
associated therewith, which the Executive may then possess or have
under the Executive's control.

5.2    In
consideration of RCPC's covenant in Section 4.4, the Executive
agrees (i) in all respects fully to comply with the terms of the
Employee Agreement as to Confidentiality and Non-Competition referred
to in the Revlon Executive Severance Policy (the
"Non-Competition Agreement"), whether or not
the Executive is a signatory thereof, with the same effect as if the
same were set forth herein in full, and (ii) in the event that the
Executive shall terminate the Executive's employment otherwise
than as provided in Section 4.4, the Executive shall comply with the
restrictions set forth in paragraph 9(e) of the Non-Competition
Agreement through the earliest date on which the Term would have
expired pursuant to Section 2.2 if RCPC had given notice of
non-extension of the Term on the date of termination of employment,
subject only to the Company continuing to make payments equal to the
Executive's Base Salary during such period, notwithstanding the
limitation otherwise applicable under paragraph 9(d) thereof or any
other provision of the Non-Competition Agreement.

5.3    If the Executive commits a breach of any of the
provisions of Sections 5.1 or 5.2 hereof, RCPC shall have the following
rights and remedies:

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5.3.1    the right and remedy to
immediately terminate all further payments and benefits provided for in
this Agreement, except as may otherwise be required by law in the case
of qualified benefit plans,

5.3.2    the right and
remedy to have the provisions of this Agreement specifically enforced
by any court having equity jurisdiction, it being acknowledged and
agreed that any such breach will cause irreparable injury to the
Company and that money damages and disgorgement of profits will not
provide an adequate remedy to the Company, and, if the Executive
attempts or threatens to commit a breach of any of the provisions of
Sections 5.1 or 5.2, the right and remedy to be granted a preliminary
and permanent injunction in any court having equity jurisdiction
against the Executive committing the attempted or threatened breach (it
being agreed that each of the rights and remedies enumerated above
shall be independent of the others and shall be severally enforceable,
and that all of such rights and remedies shall be in addition to, and
not in lieu of, any other rights and remedies available to RCPC under
law or in equity), and

5.3.3    the right and remedy
to require the Executive to account for and pay over to the Company all
compensation, profits, monies, accruals, increments or other benefits
(collectively "Benefits") derived or received
by the Executive as the result of any transactions constituting a
breach of any of the provisions of Sections 5.1 or 5.2 hereof, and the
Executive hereby agrees to account for and pay over such Benefits as
directed by RCPC.

5.4    If any of the covenants
contained in Sections 5.1, 5.2 or 5.3, or any part thereof, hereafter
are construed to be invalid or unenforceable, the same shall not affect
the remainder of the covenant or covenants, which shall be given full
effect, without regard to the invalid portions.

5.5    If any of the covenants contained in Sections 5.1
or 5.2, or any part thereof, are held to be unenforceable because of
the duration of such provision or the area covered thereby, the parties
agree that the court making such determination shall have the power to
reduce the duration and/or area of such provision so as to be
enforceable to the maximum extent permitted by applicable law and, in
its reduced form, said provision shall then be enforceable.

5.6    The parties hereto intend to and hereby confer
jurisdiction to enforce the covenants contained in Sections 5.1, 5.2
and 5.3 upon the courts of any state within the geographical scope of
such covenants. In the event that the courts of any one or more of such
states shall hold such covenants wholly unenforceable by reason of the
breadth of such covenants or otherwise, it is the intention of the
parties hereto that such determination not bar or in any way affect
RCPC's right to the relief provided above in the courts of any
other states within the geographical scope of such covenants as to
breaches of such covenants in such other respective jurisdictions, the
above covenants as they relate to each state being for this purpose
severable into diverse and independent covenants.

5.7    Any termination of the Term or the
Executive's employment shall have no effect on the continuing
operation of this Section 5.

6.    Inventions and
Patents.

6.1    The Executive agrees that all
processes, technologies and inventions (collectively,
"Inventions"), including new contributions,
improvements, ideas and discoveries, whether patentable or not,
conceived, developed, invented or made by him during the Term shall
belong to the Company, provided that such Inventions grew out of the
Executive's work with the Company or any of its subsidiaries or
affiliates, are related in any manner to the business (commercial or
experimental) of the Company or any of its subsidiaries or affiliates
or are conceived or made on the Company's time or with the use of
the Company's facilities or materials. The Executive shall
further: (a)  promptly disclose such Inventions to the Company;
(b) assign to the Company, without additional compensation, all patent
and other rights to such Inventions for the United States and foreign
countries; (c) sign all papers necessary to carry out the foregoing;
and (d) give testimony in support of the Executive's
inventorship.

6.2    If any Invention is described in
a patent application or is disclosed to third parties, directly or
indirectly, by the Executive within two years after the termination of
the Executive's employment with the Company, it is to be presumed
that the Invention was conceived or made during the Term.

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6.3    The Executive agrees that
the Executive will not assert any rights to any Invention as having
been made or acquired by the Executive prior to the date of this
Agreement, except for Inventions, if any, disclosed to the Company in
writing prior to the date hereof.

7.    Intellectual
Property.

Notwithstanding and without limitation of Section
6, the Company shall be the sole owner of all the products and proceeds
of the Executive's services hereunder, including, but not limited
to, all materials, ideas, concepts, formats, suggestions, developments,
arrangements, packages, programs and other intellectual properties that
the Executive may acquire, obtain, develop or create in connection with
or during the Term, free and clear of any claims by the Executive (or
anyone claiming under the Executive) of any kind or character
whatsoever (other than the Executive's right to receive payments
hereunder). The Executive shall, at the request of RCPC, execute such
assignments, certificates or other instruments as RCPC may from time to
time deem necessary or desirable to evidence, establish, maintain,
perfect, protect, enforce or defend its right, title or interest in or
to any such properties.

8.    Indemnification.

RCPC will defend and indemnify the Executive, to the maximum extent
permitted by applicable law, against all costs, charges and expenses
incurred or sustained by the Executive in connection with any action,
suit or proceeding to which the Executive may be made a party, brought
by any shareholder of the Company directly or derivatively or by any
third party by reason of any act or omission of the Executive as an
officer, director or employee of the Company or of any subsidiary or
affiliate of the Company. In addition, the Executive shall be covered
by RCPC's directors and officer's liability insurance
policy to the same extent as the other senior most executives of
RCPC.

9.    Notices.

All notices, requests,
consents and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally, sent by overnight courier or mailed
first class, postage prepaid, by registered or certified mail (notices
mailed shall be deemed to have been given on the date mailed), as
follows (or to such other address as either party shall designate by
notice in writing to the other in accordance herewith):

If to
the Company, to:

Revlon Consumer Products
Corporation
 625 Madison Avenue
 New York, New York 10022

Attention:    Chief Administrative Officer

If to the
Executive, to the Executive's principal residence as reflected in
the records of the Company.

10.    General.

10.1    This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York
applicable to agreements made between residents thereof and to be
performed entirely in New York.

10.2    The section
headings contained herein are for reference purposes only and shall not
in any way affect the meaning or interpretation of this Agreement.

10.3    This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No
representation, promise or inducement has been made by either party
that is not embodied in this Agreement, and neither party shall be
bound by or liable for any alleged representation, promise or
inducement not so set forth.

10.4    This Agreement,
and the Executive's rights and obligations hereunder, may not be
assigned by the Executive, nor may the Executive pledge, encumber or
anticipate any payments or benefits due hereunder, by operation of law
or otherwise. RCPC may assign its rights, together with its
obligations, hereunder (i)  to any affiliate or (ii) to a third
party in connection with any sale, transfer or 

8









other disposition of all or substantially all
of any business to which the Executive's services are then
principally devoted, provided that no assignment pursuant to clause
(ii) shall relieve RCPC from its obligations hereunder to the extent
the same are not timely discharged by such assignee.

10.5    This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants
hereof may be waived, only by a written instrument executed by both of
the parties hereto, or in the case of a waiver, by the party waiving
compliance. The failure of either party at any time or times to require
performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver by either party of the
breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such breach,
or a waiver of the breach of any other term or covenant contained in
this Agreement.

10.6    This Agreement may be executed
in two or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same
instrument.

11.    Subsidiaries and Affiliates. As
used herein, the term "subsidiary" shall mean
any corporation or other business entity controlled directly or
indirectly by the corporation or other business entity in question, and
the term "affiliate" shall mean and include
any corporation or other business entity directly or indirectly
controlling, controlled by or under common control with the corporation
or other business entity in question.

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




											
	 		REVLON
CONSUMER PRODUCTS
CORPORATION
	 		By:		/s/Paul
E. Shapiro
	 		 		Paul E.
Shapiro
	 		 		/s/
Robert K. Kretzman
	 		 		Robert K.
Kretzman
	




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