EXHIBIT 10.16
                            ASSET PURCHASE AGREEMENT


     AGREEMENT  dated  as  of  March  17,  1997,   between  STYLING   TECHNOLOGY
CORPORATION,  a Delaware corporation ("Buyer"),  CREATIVE LABORATORIES,  INC., a
Minnesota corporation ("Seller").

                                     RECITAL

     A. Seller develops, produces, markets, and distributes an exclusive line of
tanning products,  which are marketed under the brandname  "Utopia" (the "Utopia
Products"),  to beauty  distributors and tanning salons in the United States and
worldwide  (the  "Business").  Seller  owns  all of the  assets  and  properties
relating to or used in  connection  with the  Business,  as  represented  by the
attached Bill of Sale.

     B. Buyer desires to acquire, and Seller desires to transfer, certain of the
assets, properties, rights, and goodwill of Seller upon the terms and conditions
set forth in this Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
covenants set forth below, the parties hereby agree as follows:

     1.  PURCHASE AND SALE OF ASSETS.  On the Closing Date (as defined  herein),
Seller shall sell,  assign,  transfer,  convey,  and deliver to Buyer, and Buyer
shall purchase from Seller, free and clear of all liens,  claims,  encumbrances,
security interests, and other charges, all of the following assets (collectively
"Transferred Assets");

          (a) All of Seller's  finished goods  inventory of Utopia Products (the
"Finished Goods"), a complete list of which is attached hereto as SCHEDULE 1(A).
SCHEDULE 1(A) sets forth the product name,  SKU number,  and quantity as well as
Seller's  actual cost of goods with respect to each item of the  Finished  Goods
included in Transferred Assets.

          (b) All of Seller's inventory on consignment with full right of return
of Utopia Products (the  "Consignment  Inventory"),  a complete list of which is
attached hereto as SCHEDULE 1(B). SCHEDULE 1(B) sets forth the product name, SKU
number,  and quantity as well as Seller's dealer price (as in effect on February
27,  1997)  with  respect  to each item of  Consignment  Inventory  included  in
Transferred  Assets.  The  Consignment  Inventory  and the  Finished  Goods  are
collectively referred to herein as the "Inventories."

               (c) All of Seller's  intellectual  property rights that are owned
by or  licensed  to Seller,  including,  without  limitation,  all  patents  and
applications  therefor,   know-how,   unpatented  inventories,   trade  secrets,
packaging styles and methods,  business and marketing  plans, ideas for products



<PAGE>

or production  developed by or on behalf of Seller,  copyrights and applications
therefor,  trademarks and applications therefor,  service marks and applications
therefor,  trade names and  applications  therefor,  and all names,  logos,  and
slogans used by Seller related to Utopia Products (the "Intellectual Property"),
including the  Intellectual  Property set forth in SCHEDULE 1(C) attached hereto
and including any other Intellectual Property transferable by Seller relating to
Utopia  Products.  Attached to SCHEDULE 1(C) are copies of all such business and
marketing plans,  license agreements,  copyrighted  materials,  trademarks,  and
trade names,  and patents and all  applications  therefor  relating  directly or
indirectly to Utopia  Products.  The parties  acknowledge  and agree that Seller
makes no representations or warranties as to any Intellectual  Property and that
Seller and Buyer have  negotiated  an allowance for legal  expenses  involved in
resolving certain Intellectual Property issues as is more specifically described
in paragraph 4(d) below.

               (d) All  sales  and  promotional  materials  relating  to  Utopia
Products, including, without limitation, educational materials, sales brochures,
product  displays and t-shirts  ("Promotional  Materials"),  a complete  list of
which is attached  hereto as SCHEDULE  1(D).  SCHEDULE 1(D) sets forth the items
and  quantity  as well as  Seller's  actual  cost with  respect  to each item of
Promotional Materials included in Transferred Assets.

               (e) All right,  title and interest  owned by Seller in and to the
name "Utopia" and any and all names  associated with any Utopia Products sold by
Seller  at any time  within  the  preceding  twenty-four  (24)  months,  and any
derivations thereof (the "Names").

               (f) All of Seller's  product  formulas with respect to all Utopia
Products  (the  "Formulas"),  complete  copies of which are  attached  hereto as
SCHEDULE 1(F).

     2. NO LIABILITIES ASSUMED.  Notwithstanding anything contained herein or in
any document executed in connection herewith,  Buyer shall not assume, and shall
not be deemed to have assumed, any of the debts, liabilities,  or obligations of
Seller.

     3.  PURCHASE  PRICE.  The  purchase  price of the  Transferred  Assets (the
"Purchase  Price"),  shall be computed as set forth in SCHEDULE 3. The  Purchase
Price shall be equal to thirty-five  (35%) percent of the aggregate dealer price
(as in effect on February 27, 1997) with respect to the  Consignment  Inventory,
plus one hundred (100%) percent of Seller's  aggregate actual cost of goods (not
to exceed the cost of goods reflected on the Inventory  Valuation Report, a copy
of which is  attached  as  SCHEDULE  3(A)) with  respect to  Finished  Goods and
Promotional  Materials,  plus One Hundred Twenty Thousand  ($120,000.00) Dollars
for the Intellectual  Property and the Names, minus a Ten Thousand  ($10,000.00)
Dollar credit against freight with respect to the Consignment  Inventory,  minus
Ten Thousand  ($10,000.00) Dollars for potential legal expenses as referenced in
paragraph  4(d).  Buyer shall pay the Purchase Price by cashier's  check or wire
transfer to Seller on the Closing Date.

                                        2
<PAGE>

     4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants
to Buyer as follows.

               (a) DUE INCORPORATION,  GOOD STANDING, AND QUALIFICATION.  Seller
and each of its subsidiaries is a corporation duly organized,  validly existing,
and in good standing  under the laws of the  jurisdiction  of its  incorporation
with all requisite corporate powers and authority to own, operate, and lease its
assets and properties and to carry on its business as now being conducted.

               (b)  CORPORATE  AUTHORITY.  Seller  has the  corporate  power and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated  hereby.  The Board of Directors of Seller has duly  authorized the
execution,  delivery,  and  performance of this  Agreement.  No other  corporate
proceedings  on the part of Seller,  including  approval  of  shareholders,  are
necessary to authorize the execution and delivery by Seller of this Agreement or
the  consummation  by  Seller  of the  transactions  contemplated  hereby.  This
Agreement  has been duly  executed and  delivered  by, and  constitutes a legal,
valid,  and  binding  agreement  of  Seller  ,  enforceable  against  Seller  in
accordance with its terms.

               (c) NO VIOLATION.  The  execution and delivery of this  Agreement
and the consummation of the transactions contemplated hereby will not violate or
result  in a breach by Seller or any of its  subsidiaries  of, or  constitute  a
default  under,  or conflict with, or cause any  acceleration  of any obligation
with respect to, (i) any provision or restriction of any charter,  bylaw,  loan,
indenture,  or  mortgage  of  Seller  or any of its  subsidiaries,  or (ii)  any
provision or restriction of any lien,  lease  agreement,  contract,  instrument,
order,  judgment,   award,  decree,   ordinance,  or  regulation  or  any  other
restriction of any kind or character to which any assets or properties of Seller
or  any  of  its  subsidiaries  is  subject  or by  which  Seller  or any of its
subsidiaries is bound, except as indicated on the attached SCHEDULE 4(C).

               (d)  INTELLECTUAL  PROPERTY.  To the extent  that Seller owns the
rights to use all  packaging,  logos,  trademarks,  trade names,  trade secrets,
fictitious  names,  service marks,  patents and  copyrights  that are used in or
necessary to develop,  produce, market, and distribute all Utopia Products, said
rights are being  transferred to Buyer herewith.  As part of the Purchase Price,
the parties  have  negotiated a credit from Seller to Buyer in the amount of Ten
Thousand ($10,000.00) Dollars for legal expenses which Buyer anticipates will be
incurred in properly  documenting the Intellectual  Property rights described in
the  preceding  sentence.  As  such,  the  parties  acknowledge  that  all  such
Intellectual   Property   rights   are  being   transferred   "as  is"   without
representation  or warranty by Seller,  except as  expressly  set forth  herein.
SCHEDULE 1(C) hereto sets forth a true,  complete and correct list of all of the
Intellectual  Property  owned  or  used  by  Seller.  To the  best  of  Seller's
knowledge,  none of the matters covered by the Intellectual Property relating to
the Transferred  Assets, nor any of the products or services sold or provided by
Seller relating to the Transferred  Assets, nor any of the processes used or the
business  practices  followed  by Seller  relating  to the  Transferred  Assets,
infringes  or has  infringed  upon any  trademark,  trade name,  trade  secrets,
fictitious  name,  service mark,  patent, or  copyright owned  by  any person or

                                        3
<PAGE>

entity  (or  any  application  with  respect  thereto),  or  constitutes  unfair
competition.  To the best of Seller's  knowledge,  Seller is not  obligated  and
following  the  Closing  Buyer will not be  obligated  as a result of any act of
Seller  to  pay  any  royalty  or  other  payment  with  respect  to  any of the
Intellectual Property. To the best of Seller's knowledge, no person or entity is
producing,  providing,  selling,  or  using  products  or  services  that  would
constitute an infringement of any of the Intellectual Property.

               (e)  INVENTORIES.  The  Inventories  of  Seller  are in good  and
merchantable  condition and do not include obsolete,  obsolescent,  or otherwise
not  readily  marketable  items.  The  Finished  Goods  are  saleable  at prices
currently quoted by Seller, and the sale thereof to customers will not result in
any liability of any kind to Buyer.

               (f)  FORMULAS.  Seller owns all rights  with  respect to, and has
good and  marketable  title to, all of the Formulas set forth in SCHEDULE  1(F).
Seller is not, and following the Closing Buyer will not be, obligated to pay any
royalty or other  payment  with respect to any of the  Formulas.  To the best of
Seller's  knowledge,  no person or entity is producing,  providing,  selling, or
using  products that would  constitute an  infringement  of any of the Formulas.
SCHEDULE 1(F) contains complete and accurate copies of all of the Formulas.  The
Formulas  attached to SCHEDULE 1(F) are the exact  formulas being used routinely
to batch and produce each of the representative Utopia Products.

               (g) TITLE TO PROPERTIES.  Seller has good and marketable title to
all  of the  Transferred  Assets.  The  Transferred  Assets  are  subject  to no
mortgage, indenture, pledge, lien, claim, encumbrance, charge, security interest
or title retention or other security arrangement.

               (h) ACCURACY OF  STATEMENTS.  To the best of Seller's  knowledge,
neither this Agreement nor any material statement,  list, certificate,  or other
information furnished or to be furnished by Seller or any Designated Shareholder
to Buyer in connection  with this Agreement or any of the material  transactions
contemplated  hereby contains or will contain an untrue  statement of a material
fact or  omits or will  omit to  state a  material  fact  necessary  to make the
statements  contained herein or therein, in light of circumstances in which they
are made, not misleading.

     5.  REPRESENTATIONS  AND WARRANTIES OF BUYER. Buyer represents and warrants
to Seller as follows:

               (a) DUE INCORPORATION,  GOOD STANDING,  AND QUALIFICATION.  Buyer
and each of its subsidiaries is a corporation duly organized,  validly existing,
and in good standing under the laws of its  jurisdiction of  incorporation  with
all  requisite  corporate  power and  authority to own,  operate,  and lease its
assets  and  properties  and to carry on its  business  as now being  conducted.
Neither Buyer nor any of its subsidiaries is subject to any material  disability
by reason of the failure to be duly qualified as a foreign  corporation  for the
transaction  of  business  or to be in  good  standing  under  the  laws  of any
jurisdiction.
                                        4
<PAGE>

               (b)  CORPORATE  AUTHORITY.  Buyer  has the  corporate  power  and
authority  to  enter  into  this  Agreement  and to carry  out the  transactions
contemplated  hereby.  The Board of Directors of Buyer has duly  authorized  the
execution,  delivery,  and  performance of this  Agreement.  No other  corporate
proceedings  on the part of  Buyer,  including  approval  of  stockholders,  are
necessary to authorize the execution and delivery by Buyer of this  Agreement or
the  consummation  by  Buyer  of  the  transactions  contemplated  hereby.  This
Agreement  has been duly  executed and  delivered  by, and  constitutes a legal,
valid, and binding agreement of Buyer, enforceable against it in accordance with
its terms.

               (c) NO VIOLATION.  The  execution and delivery of this  Agreement
and the consummation of the transactions contemplated hereby will not violate or
result  in a breach by Buyer or any of its  subsidiaries  of,  or  constitute  a
default  under,  or conflict with, or cause any  acceleration  of any obligation
with respect to, (i) any provision or restriction of any charter,  bylaw,  loan,
indenture,  or  mortgage  of  Buyer  or any if its  subsidiaries,  or  (ii)  any
provision or restriction of any lien,  lease  agreement,  contract,  instrument,
order,  judgment,   award,  decree,   ordinance,  or  regulation  or  any  other
restriction  of any kind or character to which any assets or properties of Buyer
or  any  of  its  subsidiaries  is  subject  or by  which  Buyer  or  any of its
subsidiaries is bound.

               (d)  ACCURACY  OF  STATEMENTS.  Neither  this  Agreement  nor any
statement, list, certificate,  or other information furnished or to be furnished
by Buyer to Seller in connection with this Agreement or any of the  transactions
contemplated  hereby contains or will contain an untrue  statement of a material
fact or  omits or will  omit to  state a  material  fact  necessary  to make the
statements  contained herein or therein,  in light of the circumstances in which
they are made, not misleading.

     6. COVENANT NOT TO COMPETE; TRADE SECRETS.

               (a) COVENANT NOT TO COMPETE.  In  consideration  of the execution
and delivery of this Agreement by Buyer,  and in  consideration  of the Purchase
Price,  and  as  additional   consideration  therefor,   Seller,  its  principal
shareholders,  directors,  and officers  unconditionally  agree that, during the
Restricted  Period (as  defined  below),  Seller,  its  principal  shareholders,
directors,  and officers will not,  directly or indirectly  (including,  without
limitation,  as a partner,  shareholder,  director,  officer or employee  of, or
lender or consultant  to, any other person or entity),  or in any other capacity
within,  into or from the Restricted  Territory (as defined below) engage in the
development,  production,  marketing,  or distribution  of Tanning  Products (as
defined  below) to  distributors,  wholesalers,  retailers,  or over the counter
("OTC")  stores in the beauty  industry  unless first  authorized  in writing by
Buyer, which  authorization may be withheld in the sole and absolute  discretion
of Buyer; provided,  however, that the foregoing restrictions shall not apply to
any sales to Regis  Corporation,  Sally Beauty Company,  Inc.,  Nailco,  Larry's
Beauty  Supply  (Oklahoma  City,  OK),  Beauty  Depot,  or Salons Plus  (Regina,
Saskatchewan).  Moreover,  nothing herein shall prohibit  Seller from selling or
marketing  Tanning  Products to tanning salons under the brand names "Stages" or
"Jolt," or other of Seller's  brand names,  and nothing  herein  shall be deemed

                                        5
<PAGE>

to  prohibit  or restrict  Seller,  its  principal  shareholders,  directors  or
officers  from  selling,  marketing,  manufacturing,  or  distributing  goods or
products,  other than Tanning  Products,  to the full service beauty industry or
otherwise.  For purposes of this Agreement,  the term "Restricted  Period" shall
mean the period  ending five (5) years from the Closing  Date.  For  purposes of
this Agreement, the term "Restricted Territory" shall mean worldwide,  including
the United States.  For purposes of this Agreement,  the term "Tanning Products"
shall  mean  tanning,  sun care,  and/or  skin care  products,  such as  tanning
lotions, tanning gels, tanning mousses, moisturizer products, and sun protection
products.

               (b) TRADE  SECRETS  AND  OTHER  INFORMATION.  After the  Closing,
neither  Seller nor any of its  principal  shareholders  (Gary  Simmons and Dale
Simmons,  together the "Principal Shareholders") will communicate or divulge to,
or use for the benefit of, any person, firm or corporation, other than Buyer, or
its agents or  representatives,  any of the  Intellectual  Property or any other
trade secrets, methods, formulas,  business and/or marketing plans, processes or
any  other   proprietary  or  confidential   information  with  respect  to  the
Transferred Assets or Seller's  operations,  methods, or business prospects with
respect to the  Transferred  Assets.  The preceding  sentence shall not apply to
information  that (i) is, was, or becomes  generally  known or  available to the
public or the industry  other than as a result of a disclosure  by Seller or any
Principal Shareholder in violation of this Agreement,  or (ii) is required to be
disclosed  by law.  Seller  will  advise  Buyer,  in  writing,  of any  request,
including a subpoena or similar legal inquiry, to disclose any such confidential
information, such that Buyer can seek appropriate legal relief.

               (c)  EQUITABLE  RELIEF.  Seller  and its  Principal  Shareholders
acknowledge  that the covenants  contained in each of paragraphs  (a) and (b) of
this Section 6 are a material  inducement  for Buyer to execute and deliver this
Agreement and to consummate the transactions  contemplated hereby.  Accordingly,
Seller  and  its  Principal  Shareholders   acknowledge  that  the  restrictions
contained  in each of  paragraphs  (a) and  (b) of this  Section  6  (including,
without  limitation,  the Restricted  Period and the  Restricted  Territory) are
reasonable  and  necessary  for the  protection  of  Buyer's  investment  in the
Transferred  Assets,  and  that a  breach  of any  such  restriction  could  not
adequately  be  compensated  by damages  in an action at law.  In the event of a
breach or threatened  breach by Seller or any of its Principal  Shareholders  of
any of the provisions of paragraphs (a) or (b) of this Section 6, Buyer shall be
entitled  to obtain an  injunction  (preliminary  or  permanent,  or a temporary
restraining order) restraining the breach of this Agreement,  as well as damages
and an equitable accounting of all earnings,  profits and other benefits arising
from such  violation,  which  right shall be  cumulative  and in addition to any
other rights or remedies to which Buyer may be entitled.

               (d) SEVERABILITY; SURVIVAL. Each and every provision set forth in
this Section 6 is independent  and severable  from the others,  and no provision
shall be rendered  unenforceable by virtue of the fact that, for any reason, any
other or others of them may be  unenforceable  in whole or in part.  The parties
hereto  agree that if any  provision  of this  Section 6 shall be  declared by a
court of competent  jurisdiction to be unenforceable for any reason  whatsoever,

                                        6
<PAGE>

the court may appropriately  limit or modify such provision,  and such provision
shall be given effect to the maximum  extent  permitted by applicable  law. Each
provision of this Section 6 shall survive the Closing.

     7.  CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF BUYER.  The obligations of
Buyer  under  this  Agreement  are,  at the  option  of  Buyer,  subject  to the
satisfaction of the following conditions on or before the Closing Date.

               (a)   ACCURACY   OF   REPRESENTATIONS    AND   WARRANTIES.    The
representations  and warranties of Seller herein  contained shall have been true
and correct in all material  respects when made and, in addition,  shall be true
and correct in all material respects on the Closing Date with the same force and
effect as though  made on and as of the  Closing  Date,  except as  affected  by
transactions contemplated hereby.

               (b) PERFORMANCE OF AGREEMENTS.  Seller shall have in all material
respects  performed  all  obligations  and  agreements  and  complied  with  all
covenants  and  conditions  contained  in this  Agreement  to be  performed  and
complied with by it on or prior to the Closing Date and shall have delivered all
documents, instruments, and materials required by this Agreement.

               (c) CERTIFICATE OF SELLER.  Buyer shall have received from Seller
a certificate  of the  president and secretary of Seller,  dated the date of the
Closing Date, certifying that to the best of their knowledge all representations
and warranties set forth in this  Agreement are true,  complete,  and correct in
all material  respects at and as of the Closing  Date if made at that time,  and
that to the best of their  knowledge  Seller has  performed  and complied in all
material  respects with all agreements,  covenants,  and conditions  required by
this  Agreement  to be  performed  or  complied  with by Seller at or before the
Closing Date.

               (d) SATISFACTION  WITH DUE DILIGENCE.  Buyer shall have completed
its due diligence  investigation of Seller and the results of such due diligence
shall have been satisfactory to Buyer, in its sole discretion.

               (e) OPINION OF COUNSEL FOR SELLER.  Buyer shall have  received an
opinion of counsel for Seller,  dated the Closing  Date,  in form and  substance
satisfactory  to Buyer and its  counsel,  to the effect that to the best of such
counsel's knowledge, based on due inquiry:

                    (i) Seller is duly organized,  validly existing, and in good
standing under the laws of the state of its  incorporation and has the corporate
power and authority under the laws of such state to own, lease,  and operate its
properties,  to carry on its business as then being conducted, and to consummate
the transaction contemplated hereby;

                    (ii) all  necessary  corporate  proceedings  of the Board of
Directors and the shareholders of Seller to approve and adopt this Agreement and

                                        7
<PAGE>

to authorize the execution and delivery of this  Agreement and the  consummation
of the  transactions  contemplated  by this Agreement have been duly and validly
taken;

                    (iii)  Seller  has the  corporate  power  and  authority  to
execute and deliver this Agreement, and this Agreement has been duly authorized,
executed,  and delivered by it and  constitutes  its legal,  valid,  and binding
obligation,  except  that  the  enforceability  thereof  may be  subject  to (i)
bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or
hereafter in effect relating to creditors'  rights  generally,  and (ii) general
principals of equity;

                    (iv) the  consummation of the  transactions  contemplated by
this Agreement will not violate or result in a breach of or constitute a default
by Seller under any provision of any material indenture,  mortgage, lien, lease,
agreement,  contract,  instrument,  order, judgment,  decree, award,  ordinance,
regulation,  or any other  restriction  of any kind or  character  known to such
counsel, to which Seller is a party or by which any of them are bound.

                    With  respect to the opinions  expressed  pursuant to clause
(iv) above,  such opinion may be based upon a certificate or certificates of any
officer  or  officers  of Seller and such other  matters as such  counsel  deems
appropriate,  and such counsel may rely on opinions of other counsel  reasonably
satisfactory  to Buyer,  which  opinion is  delivered  in  connection  with this
Agreement.

          (f) Buyer shall have  received a letter  from  Seller  dated as of the
Closing Date  representing  and  warranting  that all  Consignment  Inventory on
Schedule  l(b) was  delivered  to customers  on  consignment  with a one hundred
(100%) percent guaranteed full return privilege.

     8. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The obligations of Seller
under this Agreement are, at the option of Seller,  subject to the  satisfaction
of the following terms and conditions on or before the Closing Date:

          (a) ACCURACY OF REPRESENTATIONS  AND WARRANTIES.  The  representations
and warranties of Buyer herein contained shall have been true and correct in all
material  respects when made and, in addition,  shall be true and correct in all
material respects on or as of the Closing Date with the same force and effect as
though made on and as of the Closing  Date,  except as affected by  transactions
contemplated hereby.

          (b)  PERFORMANCE  OF  AGREEMENTS.  Buyer  shall  have in all  material
respects  performed  all  obligations  and  agreements  and  complied  with  all
covenants  and  conditions  contained  in this  Agreement  to be  performed  and
complied with by Buyer on or prior to the Closing Date and shall have  delivered
all  consideration,  documents,  instruments,  securities,  and other  materials
required by this Agreement.

          (c) PURCHASE  ORDER.  Buyer shall have executed a purchase  order (the
"Purchase  Order") in the form  attached  hereto as SCHEDULE 8(C) to buy certain

                                        8
<PAGE>

additional  finished  goods  inventory  from Seller.  The  Purchase  Order shall
provide for a total  purchase  price equal to  thirty-five  (35%) percent of the
aggregate  dealer price (as in effect on February 27, 1997) for such  additional
finished  goods  inventory,  and shall require  delivery of such finished  goods
inventory to Buyer within three (3) weeks of the date hereof.

     9. SURVIVAL; INDEMNIFICATION BY SELLER.

          (a)  SURVIVAL.  The  representations,   warranties,   covenants,   and
indemnification  set forth herein shall  survive the  execution  and delivery of
this Agreement. The representations,  warranties, covenants, and indemnification
shall  not  be  affected  by  any  investigation,   verification,  approval,  or
subsequent notice made by or on behalf of any party thereto.

          (b) GENERAL.  Seller  covenants and agrees to defend,  indemnity,  and
hold  Buyer  harmless  for,  from  and  against  any  and all  damages,  losses,
liabilities  (absolute and  contingent),  fines,  penalties,  costs and expenses
(including,  without limitation,  reasonable counsel fees and costs and expenses
incurred in the  investigation,  defense,  or settlement of any claim covered by
this  indemnity) with respect to or arising out of any demand,  claim,  inquiry,
investigation,  proceeding,  action or cause of action  that Buyer may suffer or
incur by reason of (a) the material  inaccuracy of any of the representations or
warranties of Seller or any Designated  Shareholder contained in this Agreement,
or  any of the  agreements,  certificates,  documents,  exhibits,  or  schedules
delivered in connection with this Agreement;  (b) the failure to comply with, or
the  breach,  or the  default  by  Seller  of any  of  the  material  covenants,
warranties,  or agreements made by Seller contained in this Agreement, or any of
the agreements,  certificates,  documents,  exhibits,  or schedules delivered in
connection with this  Agreement;  or (c) any claim or allegation of infringement
of any trademark,  trade name,  fictitious name,  service mark, or copyright (or
any  application  with respect  thereto) by any person or entity with respect to
any and all  product  that has been  manufactured  by  Seller  or  caused  to be
manufactured  by Seller  under the name  Utopia,  including  but not  limited to
finished  goods as listed in SCHEDULE 1(A),  consignment  inventory as listed in
SCHEDULE 1(B), and the purchase order noted on Schedule 8(c).

          (c) BULK  SALES  MATTERS.  Seller  covenants  and  agrees  to  defend,
indemnity,  and hold Buyer  harmless for, from, and against any and all damages,
losses,  liabilities  (absolute and contingent),  fines,  penalties,  costs, and
expenses (including,  without limitation,  reasonable counsel fees and costs and
expenses  incurred in the  investigation,  defense,  or  settlement of any claim
covered by this indemnity) with respect to or arising out of any demand,  claim,
inquiry,  investigation,  proceeding,  action or cause of action which Buyer may
suffer  or  incur by  reason  of any  liability  or  obligation  of  Seller,  of
whatsoever  nature or type, with respect to or arising under any applicable Bulk
Sales Act.

          (d)  NOTICE  AND RIGHT TO DEFEND  THIRD-PARTY  CLAIMS.  Promptly  upon
receipt of notice of any claim, demand, or assessment or the commencement of any
suit,  action,  or  proceeding  with  respect to which  indemnity  may be sought

                                        9
<PAGE>

pursuantto this Agreement,  the party seeking to be indemnified or held harmless
(the "Indemnitee") shall notify in writing, if possible,  within sufficient time
to respond to such claim or answer or otherwise plead in such action (but in any
event within ten (10) days), the party from whom  indemnification is sought (the
"Indemnitor").  In case any claim,  demand, or assessment shall be asserted,  or
suit,  action, or proceeding  commenced  against the Indemnitee,  the Indemnitor
shall be entitled,  at the Indemnitor's expense, to participate therein, and, to
the extent  that it may wish,  to assume  the  defense,  conduct  or  settlement
thereof, at its own expense, with counsel satisfactory to the Indemnitee,  whose
consent  to the  selection  of counsel  shall not be  unreasonably  withheld  or
delayed,  provided that the Indemnitor  confirms to the Indemnitee  that it is a
claim to which its rights of  indemnification  apply.  The Indemnitor shall have
the right to  settle or  compromise  monetary  claims  without  the  consent  of
Indemnitee,  however,  as to any other claim,  the Indemnitor shall first obtain
the prior written consent from the Indemnitee,  which consent shall be exercised
in the sole  discretion of the  Indemnitee.  After notice from the Indemnitor to
the  Indemnitee  of  Indemnitor's  intent so to  assume  the  defense,  conduct,
settlement,  or compromise of such action, the Indemnitor shall not be liable to
the Indemnitee for any legal or other expenses  (including,  without limitation,
settlement costs) subsequently incurred by the Indemnitee in connection with the
defense,  conduct,  or  settlement  of  such  action  while  the  Indemnitor  is
diligently  defending,  conducting,  settling,  or compromising such action. The
Indemnitor shall keep the Indemnitee apprised of the status of the suit, action,
or proceeding and shall make  Indemnitor's  counsel available to the Indemnitee,
at the Indemnitor's expense, upon the request of the Indemnitee.  The Indemnitee
shall  cooperate with the Indemnitor in connection with any such claim and shall
make personnel,  books and records and other  information  relevant to the claim
available  to the  Indemnitor  to the extent  that such  personnel,  books,  and
records  and other  information  are in the  possession  and/or  control  of the
Indemnitee.  If the Indemnitor decides not to participate,  the Indemnitee shall
be  entitled,  at the  Indemnitor's  expense,  to defend,  conduct,  settle,  or
compromise  such matter  with  counsel  satisfactory  to the  Indemnitor,  whose
consent  to the  selection  of counsel  shall not be  unreasonably  withheld  or
delayed.

     10. CLOSING.  The closing (the "Closing") of the transactions  contemplated
by this  Agreement  shall take place at the  offices of Buyer's  legal  counsel,
O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, One East Camelback Road,
Suite I 100, Phoenix,  Arizona on March 20, 1997 at 9:00 a.m., Mountain Standard
time, or at such other date,  time, and place as may be agreed upon by Buyer and
Seller,  which date is sometimes  herein called the "Closing  Date." Seller need
not be present at such Closing.

     11. COVENANTS OF SELLER. Seller agrees that prior to the Closing Date:

          (a) PRESERVATION OF BUSINESS. Seller shall use its best efforts to (i)
preserve intact the present business  organization of Seller,  (ii) preserve the
present goodwill and advantageous  relationships of Seller with distributors and
suppliers and all other persons having business dealings with Seller,  and (iii)
preserve and maintain in force all licenses, registrations, franchises, patents,
trademarks, copyrights, bonds, and other similar rights of Seller.  Seller shall

                                       10
<PAGE>

maintain in force all property,  casualty,  and other forms of insurance that it
is presently carrying.  All of the foregoing are with respect to the Transferred
Assets only.

          (b) PRESERVATION OF TRANSFERRED ASSETS.  Seller shall not sell, lease,
exchange,  mortgage,  pledge,  transfer, or otherwise dispose of or encumber the
Transferred Assets.

          (c) ORDINARY COURSE.  Seller shall operate its business  regarding the
Transferred Assets only in the usual, regular, and ordinary course and manner in
accordance with past practices.

          (d)   ADDITIONAL   DISCUSSIONS.   Neither   Seller   nor  any  of  its
representatives  shall have any  discussions  with any parties  (other than with
Buyer and its representatives) with respect to the sale,  assignment,  transfer,
or conveyance of the Transferred Assets.

     12. BEST EFFORTS.  Subject to the terms and  conditions of this  Agreement,
each of the parties  hereto  agrees to use its best efforts to take, or cause to
be taken,  all actions,  and to do, or cause to be done,  all things  necessary,
proper,   or  advisable  to  consummate  and  make  effective  the  transactions
contemplated by this Agreement,  including,  without limitation,  using its best
efforts  to obtain  all  necessary,  proper,  or  advisable  permits,  consents,
authorizations,  requests,  and  approvals  of third  parties  and  governmental
authorities.  V%le Buyer does not believe an audit of Seller is  required  under
Rule 3-05 of  Regulation  S-X of the  Securities  and Exchange  Commission  (the
"SEC"),  Seller  agrees  to make all of its  books and  records  related  to the
Transferred Assets reasonably  available to Arthur Andersen LLP and to cooperate
fully  with  Buyer and  Arthur  Andersen  LLP,  including  making  any  standard
representations  and  signing  any  reasonable  standard  audit  representations
letters,  in order to complete any audit that may be required  under  applicable
SEC rules and regulations,  as determined by Arthur Andersen LLP. If at any time
after the Closing Date, any further  reasonable action is necessary or desirable
to carry out the purposes of this Agreement  (including providing any reasonable
information  in any way related to the assets to be  purchased  pursuant to this
Agreement),  the proper  officers and directors of each party to this  Agreement
shall take all such action.

     13.  CONTROLLING  LAW. This  Agreement  and all  questions  relating to its
validity, interpretation,  performance and enforcement, shall be governed by and
construed in accordance with the laws of Delaware,  notwithstanding any Delaware
or other conflict-of-law provisions to the contrary.

     14.  NOTICES.  All  notices,  requests,  demands  and other  communications
required  or  permitted  under this  Agreement  shall be in writing and shall be
deemed to have been duly given, made and received when delivered against receipt
or when  deposited  in the  United  States  mails,  first  class  postage  paid,
addressed as set forth below:


                                       11
<PAGE>

              If to Buyer:

              Styling Technology Corporation
              1146 South Cedar Ridge
              Duncanville, Texas
              Attention:  Sam Leopold

              with a copy given in the manner
              prescribed above, to:

              O'Connor, Cavanagh, Anderson,
              Killingsworth & Beshears
              One East Camelback Road, Suite 1100
              Phoenix, Arizona 85012
              Attention:  Robert S. Kant, Esq.


              If to Seller:

              Creative Laboratories, Inc.
              1325 Eagandale Court
              Eagan, Minnesota 55121
              Attention:  Dale Simmons


              with a copy given in the manner
              prescribed above, to:

              Iliff & Associates, P.A.
              5050 France Avenue South
              Edina, Minnesota 55410
              Attention:  Todd R. Iliff, Esq.

     Any party may alter the address to which  communications or copies are sent
by giving notice to such other  parties of change of address in conformity  with
the provisions of this paragraph for giving of notice.

     15. BINDING NATURE OF AGREEMENT;  NO  ASSIGNMENT.  This Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors  and assigns,  except that no party may assign,  delegate or transfer
its rights or obligations  under this Agreement without prior written consent of
the other  parties  hereto.  Any  assignment,  delegation,  or transfer  made in
violation of this Section 15 shall be null and void.


                                       12
<PAGE>

     16. ENTIRE AGREEMENT.  This Agreement and the schedules and exhibits hereto
contain the entire  understanding  among the parties  hereto with respect to the
subject matter hereof, and supersedes all prior and  contemporaneous  agreements
and  understandings,  inducements  or  conditions,  express or implied,  oral or
written,  except as herein  contained.  The  express  terms  hereof  control and
supersede any course of performance  and/or usage of the trade inconsistent with
any of the terms  hereof.  This  Agreement  may not be modified or amended other
than by an agreement in writing.

     17. PARAGRAPH  HEADINGS.  The paragraph  headings in this Agreement are for
convenience  only;  they form no part of this Agreement and shall not affect its
interpretation.

     18.  GENDER.  Words  used  herein,  regardless  of the  number  and  gender
specifically  used,  shall be deemed and  construed to include any other number,
singular or plural, and any other gender, masculine,  feminine or neuter, as the
context requires.

     19.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                             STYLING TECHNOLOGY CORPORATION


                                             By: /s/ Sam Leopold
                                                --------------------------------
                                                 Sam Leopold
                                                 Chairman of the Board and CEO


                                             CREATIVE LABORATORIES, INC.



                                             By: /s/ Gary Simmons
                                                --------------------------------
                                                 Gary Simmons
                                             Its:
                                                --------------------------------


                                       13
<PAGE>


                                             CREATIVE LABORATORIES, INC.


                                             By: /s/ Dale Simmons
                                                --------------------------------
                                                  Dale Simmons
                                             Its: President

                                             
                                             PRINCIPAL SHAREHOLDERS (only as to 
                                             obligations as "Principal 
                                             Shareholders" as defined above):


                                             /s/ Dale Simmons
                                             -----------------------------------
                                             Dale Simmons

                                             /s/ Gary Simmons
                                             -----------------------------------
                                             Gary Simmons



                                       14