EXHIBIT 10.17

 
                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into this 31st day of January,  1996, by and between Richard Barrie  Fragrances,
Inc.,  a Nevada  corporation  (the  "Seller")  and Parlux  Fragrances,  Inc.,  a
Delaware corporation (the "Buyer").


         WHEREAS,  the Seller is engaged in the business of selling,  marketing,
manufacturing and distributing licensed fragrances,  cosmetics and personal care
products,  and  providing  warehousing  and other  services  to  customers  (the
"Business");

         WHEREAS,  the Seller desires to sell or otherwise transfer to the Buyer
substantially  all of the assets  owned and used by Seller in the conduct of the
Business (except for those specifically excluded),  together with certain of the
liabilities of the Seller incurred in the operation of the Business  (except for
those specifically excluded); and

         WHEREAS,  the Buyer  desires to purchase  and  acquire  said assets and
agrees to assume certain of said liabilities of the Seller.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
contained in this Agreement, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby  acknowledged,  the parties intending
to be legally bound hereby agree as follows:


                                                     ARTICLE I

                                                CERTAIN DEFINITIONS

         The following terms are used with the meanings given them herein:

         1.1.  "Affiliate"  shall mean with respect to a specified  person,  any
officer or director of such specified  person,  and any person who directly,  or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such specified person.

         1.2. "Baker Properties Lease" shall mean Lease of Improved  Properties,
dated  December 10, 1993,  between  Baker  Properties  Limited  Partnership  and
Seller,  relating to that certain  property at 15 Executive  Boulevard,  Orange,
Connecticut.



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         1.3.  "Excluded Assets" shall mean the assets and properties
referred to in Section 2.2.

         1.4.      "Financial Statements" shall mean the financial
statements of Seller referred to in Section 5.5.

         1.5.     "GAAP" shall mean generally accepted accounting
principles

         1.6.  "Income  Taxes" shall mean all federal,  state,  local or foreign
income taxes  (inclusive  of all interest and  penalties  thereon)  imposed upon
Seller with respect to the Business or the assets of Seller, and which are based
in whole or in part upon income, but excluding any Taxes.

         1.7.     "Inventory" shall mean all finished goods, raw
materials, packaging components, work-in-process, and all
advertising materials relating to the Baryshnikov and Melrose
Place brands.

         1.8.  "Notes" shall mean the $5,157,750 principal amount of
10% Convertible Subordinated Promissory Notes of Seller.

         1.9.  "Purchased Assets" shall have the meaning given to
such term in Section 2.1.

         1.10.  "Taxes" shall mean all federal,  state,  local or foreign taxes,
assessments, additions to tax, deficiencies, duties, fees and other governmental
charges or impositions of any kind  whatsoever,  whether measured by properties,
assets, wages, payroll,  withholding,  purchases,  value added, payments, sales,
use,  business,  capital stock or surplus  income  arising from or in connection
with the  Business  or the assets of Seller  prior to the Closing  Date,  or the
transactions  contemplated  by this  Agreement  (inclusive  of all  interest and
penalties thereon), but excluding any Income Taxes.

         1.11.  "Transaction  Documents" shall mean this Agreement,  the Bill of
Sale, the Assignment and Assumption Agreement,  the Employment  Agreements,  the
Registration  Rights Agreement,  and any other instruments or documents executed
and delivered in connection with the transactions contemplated hereby.


                                                    ARTICLE II

        PURCHASE AND SALE OF ASSETS AND ASSUMPTION OF CERTAIN LIABILITIES

         2.1.  Assets to be Sold.  Upon the terms and subject to the
conditions set forth in this Agreement, at the Closing (as
defined below) the Seller shall sell, transfer, assign and
deliver to the Buyer, free and clear of all claims, charges,

                                                      -2-

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liens,  contracts,  rights,  options,  pledges,  security interests,  mortgages,
encumbrances and restrictions whatsoever (collectively,  the "Claims"), all with
the intention  that the Business  shall be  transferred  to the Buyer as a going
concern,  substantially  all of the assets,  properties  and rights owned by the
Seller  or in which the  Seller  has any right or  interest,  of every  type and
description, real, personal and mixed, tangible and intangible (the assets being
purchased by the Buyer being referred to as the "Purchased  Assets"),  including
without limitation the following:

                  (a) Cash, cash  equivalents,  marketable  securities,  prepaid
         expenses,  accounts receivable and other rights to receive payment with
         respect to the Business,  as reflected on a closing balance sheet to be
         delivered  by Seller  not more than ten (10)  business  days  after the
         Closing Date (the "Closing Balance Sheet");

                  (b)  All  of  the  Seller's  licenses,  sublicenses,  patents,
         trademarks,  trade names, service marks,  copyrights,  trade secrets or
         other intangible assets or rights used or useful in connection with the
         Business,  including but not limited to those listed on Schedule 2.1(b)
         (collectively,   the  "Intellectual  Property"),  but  excluding  those
         trademarks and trade names listed on Schedule 2.1(b) hereto;

                  (c)  All Inventory, both on premises and at contract
         manufacturers, as defined in Section 1.6 hereof;

                  (d)   All   owned   equipment   relating   to   the   Business
         (collectively,  the  "Equipment"),  including  but not  limited  to the
         assets listed on Schedule 2.1(d) hereto;

                  (e) All office  furnishings,  office  equipment  and  fixtures
         owned by the Seller which are capable of being sold by Seller and which
         have not  been  attached  to the  premises,  the  result  of which  the
         landlord possesses certain ownership rights;

                  (f) Those security and other deposits and advances,  including
         "Key-Man"  insurance funding,  maintained for use in the conduct of the
         Business  which  appear on the  Financial  Statements,  but as they may
         exist at the Closing;

                  (g)  All customer files and lists of customers,
         suppliers and distributors of the Business;

                  (h) All  rights  and claims  under (x) those  purchase  orders
         listed on Schedule  5.22,  (y) supply orders  accepted by Seller in the
         ordinary course of business,  and (z) those commitments  related to the
         Business as shall be specified by Buyer prior to or at Closing;

                                                      -3-

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                  (i) All rights to and under those specific computer, equipment
         and other leases (including any leasehold  improvements) related to the
         Business as are set forth on Schedule 2.1(i);

                  (j)  Subject  to  Section  10.3,  all  documents  and  records
         relating to the Purchased  Assets,  and the  operations of the Business
         (including   historical  costing  and  pricing  data,   employment  and
         personnel  records for all  Employees  of the  Business  (as defined in
         Section 5.6 hereof) hired by Buyer);

                  (k) All of Seller's  right,  title and  interest in and to all
         contracts  or  agreements  to which Seller is a party or shall become a
         party prior to the Closing  Date  (other  than this  Agreement  and the
         agreements   executed   pursuant   hereto   or   contemplated   hereby)
         (collectively, the "Contracts");

                  (l)  All accounting books, records, ledgers and
         electronic data processing materials relating to the
         Business;

                  (m)  All software and documentation thereof owned by
         Seller which are used or intended to be used in the conduct
         of the Business;

                  (n)  All transferable rights to telephone numbers of
         the Business;

                  (o)  All goodwill associated with the Business;

                  (p) All other assets,  properties,  rights and claims owned by
         Seller related to the operations of the Business which arise in or from
         the conduct thereof; and

                  (q)  All rights to barter transactions;

provided, however, that the definition of Purchased Assets shall not include any
items defined below as Excluded Assets.

         2.2.  Excluded Assets.  The following assets (the "Excluded
Assets") shall not be sold or transferred to Buyer:

                  (a)  Corporate accounting journals and corporate books
         of account which comprise Seller's permanent accounting or
         tax records;

                  (b) Any Contract  which,  by its terms,  is not  assignable by
         Seller without the waiver or consent of another party thereto and as to
         which such waiver or consent shall not have been given by Closing;


                                                      -4-

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                  (c) All corporate documents relating to the legal or financial
         structure of the Seller,  including  but not limited to,  minute books,
         stock records,  corporate seal and documents  filed with the Securities
         and Exchange Commission; and

                  (d) All rights of the  Seller  under  this  Agreement  and the
         agreements executed in connection herewith, including the consideration
         to be received by Seller hereunder.

         2.3.  Assumed Liabilities.  Upon the terms and subject to
the conditions of this Agreement, at Closing, Buyer shall assume
the following liabilities only (the "Assumed Liabilities"):

                  (a)  Liabilities under leases specified in Schedule
         2.1(i) commencing with the period from and after the Closing
         Date;

                  (b)  Liabilities  of Seller which are set forth on the Balance
         Sheet of Seller dated September 30, 1995 (other than the Notes), to the
         extent that they exist on the Closing Date;

                  (c) Such  additional  amounts of  liabilities of Seller of the
         types  reflected on said Balance Sheet as may arise  between  September
         30, 1995 and the Closing Date in the ordinary course of business and as
         reflected on the Closing Balance Sheet; and

                  (d) All obligations under Contracts, customer orders, purchase
         orders,  and other agreements and commitments  relating to the Business
         that are included in the Purchased Assets (except liabilities of Seller
         on any  of the  foregoing  arising  from  Seller's  defaults,  if  any,
         thereon,  or  liabilities  for benefits  received by Seller through the
         Closing Date, except as pro-rated at Closing);

         2.4.  Excluded  Liabilities  and  Obligations.  Except as expressly set
forth in  Section  2.3,  Buyer  does not  assume and shall not be liable for any
debt,  obligation,  responsibility  or  liability  of the  Business  through the
Closing Date or of Seller, whether known or unknown,  contingent or absolute, or
otherwise  (collectively,  the  "Excluded  Liabilities"),  and Seller  agrees to
indemnify and hold harmless  Buyer from and against any Excluded  Liabilities in
accordance  with Section 12.2 hereof.  In particular,  but without  limiting the
generality of the foregoing,  Buyer shall have no responsibility with respect to
the following Excluded Liabilities:

                  (a)  Liabilities and obligations of Seller to the
         holders of the Notes (collectively, the "Noteholders"),

                                                      -5-

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         including without limitation for any principal of or
         interest on the Notes, whether or not accrued;

                  (b) Liabilities and obligations  relating to accrued vacation,
         sick  leave,  or holiday  pay,  or the  relocation  or  termination  of
         employees of the Business whether or not they are retained by Buyer;

                  (c) Liabilities  and obligations  with respect to any Employee
         Plan (as defined in Section 5.18 hereof)  maintained or  contributed to
         at any time by Seller for the benefit of any  Employees  of Seller used
         in connection with the Business;

                  (d) All legal,  accounting  and other fees (if any),  Taxes or
         other expenses incurred by Seller in connection with this Agreement and
         the transactions  contemplated hereby, including without limitation any
         applicable sales taxes or transfer taxes in connection with the sale of
         the Purchased Assets;

                  (e)      All other Taxes for periods prior to the Closing;

                  (f)      All Income Taxes;

                  (g)      Liabilities and obligations in respect of the
         Excluded Assets; and

                  (h)  Liabilities  and  obligations  relating to any pending or
         threatened  suits,  actions or claims  against  Seller,  whether or not
         known to Seller or Buyer.


                                                    ARTICLE III

                                            CONSIDERATION FOR TRANSFER

         3.1. Purchase Price. The purchase price for all of the Purchased Assets
(the "Purchase Price") shall be (a) 370,000 shares of newly-issued  Common Stock
of the Buyer (the "Acquisition  Shares") and (b) $750,000, to be paid at Closing
by wire transfer of immediately available funds in U.S. dollars to an account as
instructed by Seller not less than five (5) business days prior to the Closing.


                                                    ARTICLE IV

                                   THE CLOSING AND TRANSFER OF PURCHASED ASSETS

         4.1.     Closing.  The transfer of the Purchased Assets
contemplated by this Agreement (the "Closing") shall occur at the

                                                      -6-

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offices of Mayer,  Brown & Platt,  1675  Broadway,  New York,  New York 10019 at
10:00 A.M. on April 30,  1996 or at such other place or time as soon  thereafter
as  practicable  as may be agreed upon by the parties in writing  (the  "Closing
Date").  Upon consummation,  the Closing shall be deemed to take place as of the
Closing Date.

         4.2. Closing Physical  Inventory  Extension.  Not more than thirty (30)
days nor less than ten (10) days prior to Closing,  Seller at its own cost shall
conduct a physical  count of the  Inventory,  upon which the  Inventory  will be
established,  and shall  permit  Buyer and its  representatives  to observe  the
procedures and the results thereof shall be delivered to Buyer along with copies
of all work papers in reasonable detail within ten (10) days after the Closing.

         4.3.  Deliveries by Buyer.  At the Closing, Buyer shall
deliver the following:

                  (a)      The cash portion of the Purchase Price as provided
         for in Section 3.1 hereof;

                  (b) Stock certificates  evidencing the Acquisition  Shares, in
         the name or names and, as applicable,  in such amounts, as requested by
         Seller in  writing  not less than five (5)  business  days prior to the
         Closing;

                  (c)  Opinion of counsel contemplated by Section 9.2;

                  (d)  Certified resolutions and officer's certificate
         contemplated by Sections 9.4 and 9.1;

                  (e)  Employment Agreements contemplated by Section 7.3;

                  (f)  Registration Rights Agreement in favor of the
         Noteholders contemplated by Section 7.4;

                  (g) The Assignment and Assumption Agreement in form acceptable
         to Buyer's  counsel  providing  for the  assignment to Buyer of certain
         Purchased   Assets  and  the   assumption   by  Buyer  of  all  Assumed
         Liabilities;

                  (h)  Each of the other Transaction Documents to which
         Buyer is a party; and

                  (i) Such other  instruments  or documents as may be reasonably
         requested by Seller to carry out the transactions  contemplated by this
         Agreement and to comply with the terms hereof.

         4.4.  Deliveries by Seller.  At the Closing, Seller shall
deliver the following documents:

                                                      -7-

<PAGE>




                  (a)      The Assignment and Assumption Agreement;

                  (b)  Bill of Sale in form acceptable to Buyer's counsel
         for all of the Purchased Assets;

                  (c)  Opinion of counsel contemplated by Section 8.2;

                  (d)  Certified resolutions and officer's certificate
         contemplated by Sections 8.5 and 8.1;

                  (e)  All Schedules required by this Agreement;

                  (f)  Employment Agreements contemplated by Section 7.3;

                  (g)  Registration Rights Agreement in favor of the
         Noteholders contemplated by Section 7.4;

                  (h)  Each of the other Transaction Documents to which
         Seller is a party; and

                  (i) Such other  instruments  or documents as may be reasonably
         requested by Buyer to carry out the  transactions  contemplated by this
         Agreement and to comply with the terms hereof.

At the Closing and  thereafter,  Seller  shall take all steps  necessary  to put
Buyer in  actual  possession  and  operating  control  of the  Business  and the
Purchased Assets.


                                                     ARTICLE V

                                                REPRESENTATIONS AND
                                               WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as of the date hereof and as of
the Closing Date, as follows:

         5.1. Authority.  The execution and delivery by Seller of this Agreement
and  the  other  Transaction  Documents,   the  performance  by  Seller  of  its
obligations  hereunder,  and the consummation of the  transactions  contemplated
hereby,  have been duly and validly authorized by all necessary corporate action
on the part of the Seller  (subject,  prior to the Closing Date, to the approval
thereof by the  stockholders of Seller and the  Noteholders)  and Seller has all
necessary corporate power with respect thereto.

         5.2.  Other Consents and Approvals; Validity.  Except as
disclosed on Schedule 5.2 hereto, no filing with, and no
authorization, consent or approval of, any governmental agency or
other person is necessary for the consummation of the

                                                      -8-

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transactions  contemplated  hereby.  Subject to Schedule  5.2, all such filings,
authorizations,  consents and approvals have been, or will be,  obtained or made
prior to Closing by Seller.  This  Agreement  and each of the other  Transaction
Documents to be executed and delivered by Seller at Closing will at such time be
duly  executed  and  delivered  and are the lawful,  valid and  legally  binding
obligations of Seller,  enforceable in accordance with their  respective  terms,
except as  enforcement  may be limited  by  applicable  bankruptcy,  insolvency,
rearrangement, reorganization or similar debtor relief legislation affecting the
rights of creditors,  generally. Subject to obtaining the consents and approvals
set forth on Schedule 5.2, the execution and delivery of this  Agreement and the
other   Transaction   Documents  and  the   consummation  of  the   transactions
contemplated  hereby and  thereby  will not result in the  creation of any lien,
charge or encumbrance on the Purchased  Assets and are not prohibited by, do not
violate or conflict  with any provision of, and do not result in a default under
or a breach of (i) the charter or By-laws of Seller,  (ii) any contract or other
instrument  to which  Seller is a party or by which  Seller  or any of  Seller's
assets may be bound,  (iii) any  regulation,  order,  decree or  judgment of any
court or governmental  agency, or (iv) any law applicable to Seller,  except for
such violations, conflicts or defaults which do not (x) prevent the consummation
of the transactions  contemplated  hereby, or (y) have a material adverse effect
on Seller or the Business.

         5.3. Due Organization.  Seller is a corporation duly organized, validly
existing and in good standing  under the laws of Nevada,  and has full corporate
power and authority to own or lease its properties and to carry on the Business.
Seller is duly  licensed and  qualified to do business as a foreign  corporation
and is in  good  standing  in all  jurisdictions  where,  by the  nature  of its
business or the character and location of its property or personnel,  failure to
be so  licensed  or  qualified  would  have a  material  adverse  effect  on the
Business.

         5.4.  Transactions with Affiliates.  Except as disclosed in
Schedule 5.4 hereto, no Affiliate of Seller, or any corporation
or other business in which any of the foregoing has any
controlling interest:

                  (i)  has a controlling interest in any corporation,
         firm or other entity which is a competitor, material
         supplier or customer of the Business; or

                  (ii)  owns any property or right used in the conduct of
         the Business.

         5.5.  SEC Documents; Financial Statements.  Seller has
delivered to Buyer a true and complete copy of each form, report,
schedule, registration statement and definitive proxy statement

                                                      -9-

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filed by Buyer with the  Securities  and Exchange  Commission  (the "SEC") since
June 30, 1995 which are all the documents (other than preliminary material) that
Seller was  required to file with the SEC since such date (the "SEC  Documents")
and, without  duplication,  the audited  Financial  Statements of Seller for the
prior five (5) fiscal years.  As of their  respective  dates,  the SEC Documents
(other than  preliminary  material)  complied in all material  respects with the
Securities  Act of 1933,  as amended (the  "Securities  Act") or the  Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), as applicable,  and none
of the SEC Documents  (including all Financial  Statements  included therein and
exhibits and schedules thereto and documents  incorporated by reference therein)
contained  any untrue  statement of material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading.  The
Financial  Statements comply as to form in all material respects with applicable
accounting  requirements  and with the  rules  and  regulations  of the SEC with
respect  thereto,  have been  prepared  in  accordance  with GAAP  applied  on a
consistent  basis during the periods involved (except as may be indicated in the
notes  thereto,  or in  the  case  of the  unaudited  Financial  Statements,  as
permitted by Exchange Act Form 10-QSB) and fairly present (subject,  in the case
of unaudited financial  statements,  to normal recurring audit adjustments that,
individually and in the aggregate, were not material) the consolidated financial
position of Seller as at the date thereof and the consolidated  results of their
operations and cash flows for the periods then ended.

         5.6.  Absence of Adverse  Change;  Conduct of  Business.  Except as set
forth on Schedule 5.6 hereof,  since June 30,  1995,  there has been no material
adverse change in the Business,  financial  condition,  operations,  property or
affairs of the Seller,  other than those  disclosed  in the SEC  Documents,  and
there is no condition or  development  or contingency of any kind existing or in
prospect which,  so far as reasonably can be foreseen by the Seller,  may result
in any such material  adverse  change.  Without  limiting the  generality of the
foregoing,  except as set forth on Schedule  5.6,  since June 30, 1995 there has
not been, occurred or arisen:

                  (a) Any damage,  destruction  or loss to any  Purchased  Asset
         (whether  or not covered by  insurance)  that,  individually  or in the
         aggregate,  would have a material adverse effect on the Business or its
         prospects;

                  (b) Any  material  change in the  business  or  operations  of
         Seller or in the manner of  conducting  the  Business  or sale or other
         disposition  or any  right,  title or  interest  in or to any assets or
         properties used in the Business or any

                                                      -10-

<PAGE>



         revenues derived therefrom other than in the ordinary course
         of business;

                  (c) Any increase in any  compensation  or benefits  payable to
         any employee or consultant of the Seller  (collectively,  "Employees"),
         other than those  outlined  in the  Permanent  Manpower  Budget for the
         period  commencing  January 1, 1996,  or any bonus,  service,  pension,
         award,  percentage  compensation  or other  benefit  paid,  granted  or
         accrued to or for the benefit of any Employee;

                  (d) Any sale,  assignment  or transfer of any of the  tangible
         Purchased  Assets used by the Seller  except in the ordinary  course of
         business consistent with past practice,  or cancellation of any debt or
         claim owing to or owed by the Seller;

                  (e)  Any sale, assignment, transfer or grant of any
         Intellectual Property used or useful in the Business;

                  (f)  Any material transaction other than in the
         ordinary course of business;

                  (g)  Any amendment or modification of any material
         Contract, franchise, permit or license; or

                  (h)  Any commitment (contingent or otherwise) to do any
         of the foregoing.

         5.7.  Intellectual  Property.  Schedule  2.1(b) contains a complete and
correct list and summary description of all of the Intellectual Property used or
useful in the Business, other than rights that are set forth on Schedule 2.1(b),
and contains a complete and correct list and summary description of all licenses
and other  agreements  relating to any of the foregoing  Intellectual  Property.
Except as disclosed in Schedule  2.1(b),  with respect to the foregoing items of
Intellectual  Property,  (i) Seller is the sole and exclusive  owner and, to the
best of its knowledge,  Seller has the sole and exclusive  right to use the same
in the conduct of the  Business,  free and clear of any and all Claims;  (ii) no
proceedings  have  been  instituted,  are  pending  or to the  best of  Seller's
knowledge are threatened  which  challenge any rights in respect  thereto or the
validity  thereof;  (iii)  to  the  best  of  Seller's  knowledge  none  of  the
Intellectual  Property  or  Seller's  use thereof  infringes  upon or  otherwise
violates the rights of others or is being infringed upon by others,  and none is
subject to any outstanding order, decree, judgment,  stipulation or charge; (iv)
no licenses,  sublicenses  or agreements  pertaining to any of the  Intellectual
Property  have been  granted  by  Seller;  and (v)  Seller  has no notice of any
patent,  invention or application  therefor which would infringe upon any of the
Intellectual Property.

                                                      -11-

<PAGE>




         5.8. Insurance.  The Seller is, and will be through the Closing,  fully
insured with nationally recognized insurers in respect of its properties, assets
and business against risks normally insured against by entities in similar lines
of business  under similar  circumstances.  Schedule 5.8 contains a complete and
correct list and summary  description  (including the type, name of the insurer,
policy number, coverage, limits, premium and expiration date) of all policies of
insurance relating to the Purchased Assets or the Business, which insurance will
remain in full force and effect with  respect to all events  occurring  prior to
the Closing.

         5.9. Title to Purchased Assets.  Seller is the sole and exclusive legal
and  equitable  owner of all right and  interest in and has good and  marketable
title to all of the tangible  Purchased Assets.  Except as set forth in Schedule
5.9,  none of such  property  and assets is subject to (i) any contract of sale,
except  inventory to be disposed of in the ordinary course of business,  or (ii)
any  Claims of any kind or  character,  direct  or  indirect,  whether  accrued,
absolute,  contingent or otherwise.  On the Closing Date, Seller shall convey to
Buyer good,  marketable and indefeasible  title to all of the tangible Purchased
Assets free and clear of any  Claims.  Except for the  Purchased  Assets and the
Excepted  Assets,  there are no other assets or  agreements  which are presently
used by Seller or which  Seller deems  necessary to carry on the Business  which
are not being transferred to Buyer pursuant to this Agreement.

         All of the tangible  Purchased  Assets are in good condition,  operable
and  useable  for the  purposes  and in the manner for which they are  presently
being used (ordinary wear and tear excepted),  and the tangible Purchased Assets
have not been damaged by any fire, accident, act of God or any other casualty to
an extent  that  materially  and  adversely  impairs  the  Business  or any such
tangible Purchased Asset.

         5.10. Employees. Schedule 5.10 contains a complete and correct list and
a  summary  description  of all  written  and  oral  employment  contracts  with
officers,  directors  and other  Employees  of Seller,  incentive  arrangements,
"Keyman" insurance plans, pension plans, profit sharing plans and other employee
compensation or benefit plans,  arrangements or  understandings  of Seller or to
which Seller is a party or otherwise bound,  other than Employee Plans disclosed
in Section 5.18. None of Seller's employees are covered by collective bargaining
agreements. Schedule 5.10 also sets forth the name, position and present rate of
compensation,  direct and indirect,  of each  employee of the Business  together
with the title or job classification of each such person and the base annual and
the total  compensation  paid to each such person by the Seller in calendar year
1995 and  anticipated  to be paid in calendar year 1996.  Except as set forth on
Schedule 5.10, none of such persons has an employment

                                                      -12-

<PAGE>



agreement or  understanding,  whether oral or written,  with the Seller which is
not  terminable on notice by the Seller  without cost or other  liability to the
Seller. No person listed on Schedule 5.10 has notified the Seller that he or she
intends to terminate  his or her  employment  with the Seller or seek a material
change in his or her duties or status.

         5.11. Material Contracts. All contracts, agreements, instruments, plans
and leases (other than those entered into after the date hereof with the written
consent of Buyer or as otherwise permitted hereby) related to the Business or by
which any of  Seller's  properties  are  subject  or bound,  meeting  any of the
descriptions set forth below (the "Material Contracts"),  are listed on Schedule
5.11, identified by each applicable paragraph number:

                  (a)  any lease of real estate;

                  (b)  any lease of equipment, computer hardware or other
         personal property;

                  (c)  any continuing, or requirements contract or
         agreement for the purchase of any materials or supplies by
         Seller;

                  (d)  any contract involving any expenditure in excess
         of $10,000; and

                  (e) any continuing,  or requirements agreements or commitments
         obligating Seller to sell or deliver any product or service.

         Except as set forth in Schedule  5.11,  (i) all Material  Contracts are
valid and  binding  in  accordance  with  their  terms and are in full force and
effect,  (ii) no party to any  Material  Contract  has  prepaid  any amounts due
thereunder for  performance by the other party,  and (iii) Seller is not, and to
its best knowledge,  no other party is, in breach of any material  provision of,
in material violation of, or in default under any material term of, any Material
Contract,  and (iv) neither  party has asserted or to Seller's  best  knowledge,
threatened  to assert any  default  under any  Material  Contract.  Seller  will
deliver not later than fifteen days prior to Closing true and complete copies of
all Material Contracts and all other Contracts,  leases and commitments included
in the Purchased Assets.

         5.12. Product  Liability.  Schedule 5.12 attached hereto, to be updated
at Closing, contains a complete and accurate list and summary description of all
claims  asserted  against Seller arising from or alleged to arise from actual or
alleged injury to persons or property as a result of the conduct of the Business
or the ownership, possession, or use of any Purchased Asset manufactured

                                                      -13-

<PAGE>



prior to the date of this Agreement (and, as updated, through the Closing Date).
There are no recalls pending, or to the best knowledge of Seller threatened with
respect to any of the Purchased Assets. No report has been filed by Seller under
any applicable act or statute with respect to any product  defects or hazards in
connection  with the Purchased  Assets and there have been to the best knowledge
of Seller, no material recurring defects therein which create a hazard.

         5.13.  Litigation.  There is no (i) action, suit, claim,  proceeding or
investigation  pending  or, to the best of the  Seller's  knowledge,  threatened
against or affecting the Seller or the Business  (whether or not the Seller is a
party or prospective  party thereto),  at law or in equity,  or before or by any
Federal, state, municipal or other governmental department,  commission,  board,
bureau,  agency  or  instrumentality,  domestic  or  foreign,  (ii)  arbitration
proceeding relating to the Seller or the Business or (iii) governmental  inquiry
pending or to the best of Seller's knowledge threatened against or involving the
Seller or the Business,  and, to the Seller's best knowledge,  there is no basis
for any of the foregoing.  There are no outstanding  orders,  writs,  judgments,
injunctions or decrees of any court, governmental agency or arbitration tribunal
against, involving or affecting the Seller and the Seller is not in default with
respect to any order, writ, injunction or decree known to or served upon it from
any court or of any Federal,  state,  municipal other  governmental  department,
commission, board, bureau, agency or instrumentality, domestic or foreign. There
is no action or suit by the Seller pending or threatened against others.

         5.14.  Certain  Practices.  Neither the Seller nor any of its officers,
employees or consultants  has,  directly or indirectly,  given or agreed to give
any  significant  rebate,  gift or similar  benefit to any  supplier,  customer,
governmental  employee  or other  person who was,  is or may be in a position to
help or hinder the Seller (or assist in  connection  with any actual or proposed
transaction)  which (i) could  subject  the Seller or the Buyer to any damage or
penalty in any civil, criminal or governmental litigation or proceeding, or (ii)
if not continued in the future, could have an adverse effect on the Business.

         5.15.  Compliance  with Law. The Seller has complied with and is not in
default under, all laws, ordinances, legal requirements,  rules, regulations and
orders  applicable  to it, its  operations,  properties,  assets,  products  and
services,  except for  violations  or  defaults  which,  individually  or in the
aggregate,  do not have a material  adverse effect on the Seller,  the Purchased
Assets or the Business. There is no existing law, rule, regulation or order, and
the Seller is not aware of any proposed law, rule,  regulation or order, whether
Federal or state,  which would  prohibit or materially  restrict  Buyer from, or
otherwise materially adversely affect the Buyer in, conducting

                                                      -14-

<PAGE>



the Business in any jurisdiction in which such business is now
conducted.

         5.16.  Licenses  and  Permits.  The Seller has all  licenses,  permits,
consents,  approvals and  authorizations  of or from any public or  governmental
agency,  used  in  or  otherwise  necessary  in  the  conduct  of  the  Business
(collectively,  the  "Permits"),  and, other than as set forth on Schedule 5.16,
all Permits will be duly and validly  transferred  to the Buyer.  The Seller has
complied with all conditions and  requirements of the Permits and the Seller has
not received any notice of, and has no reason to believe,  that any  appropriate
authority  intends  to cancel or  terminate  any of the  Permits  or that  valid
grounds for such  cancellation or termination  exist. The Seller owns or has the
right to use the  Permits  in  accordance  with the terms  thereof  without  any
conflict  or  alleged  conflict  or  infringement  with the rights of others and
subject to no Claim, and each Permit is valid and in full force and effect,  and
will not be terminated or adversely  affected by the  transactions  contemplated
hereby.

         5.17.  Labor and  Employee  Relations.  The Seller is not a party to or
bound by any collective bargaining agreement with any labor organization,  group
or association  covering any of its Employees,  and the Seller does not have any
knowledge of any attempt to organize any of its Employees by any person, unit or
group seeking to act as their bargaining  agent.  There are no pending or to the
best  of   Seller's   knowledge   threatened   charges  (by   employees,   their
representatives  or  governmental  authorities)  of unfair labor practices or of
employment  discrimination  or of any other wrongful  action with respect to any
aspect of employment of any person employed or formerly  employed by the Seller.
The  Seller has not  experienced  any work  stoppages  during the last three (3)
years, and to the best of the Seller's knowledge, no work stoppage is planned or
threatened.

         5.18.  Employee  Benefits.  Set forth on Schedule 5.18 is a list of any
pension,  profit sharing,  retirement,  deferred  compensation,  stock purchase,
stock   option,    incentive,    bonus,   vacation,    severance,    disability,
hospitalization,  medical insurance, life insurance, fringe benefit, welfare and
other employee benefit plans, programs or arrangements to which Employees of the
Seller are entitled (the "Employee Plans").

         The Seller will  maintain the benefits,  if any, of the Employee  Plans
listed on Schedule 5.18 in full force and effect  through the Closing Date,  and
thereafter  with respect to events  occurring  on or prior to the  Closing.  The
Buyer shall not have any  obligation of any kind or nature for any  compensation
or  benefits  of any kind or  nature  of the  Seller's  Employees  for  services
rendered prior to the Closing.


                                                      -15-

<PAGE>



         Each "Employee Welfare Benefit Plan" (as defined in Section 3(1) of the
Employee  Retirement Income Security Act of 1974, as amended ("ERISA")) covering
any present or former employee of the Seller subject to the  requirements of the
Consolidated  Omnibus Budget  Reconciliation  Act of 1985 ("COBRA") has complied
with all requirements for continuation coverage under group health benefit plans
under COBRA and there are no claims  against the Seller for a failure or alleged
failure to comply with the COBRA continuation requirements.

         Each Employee  Plan, if any, which is subject to ERISA conforms to, and
its  operation  and  administration  are  in  compliance  with,  all  applicable
requirements of ERISA. There are no actions, suits or claims pending (other than
routine  claims for  benefits)  or, to the best  knowledge of the Seller and the
Stockholders,  to the best of Seller's knowledge threatened against any Employee
Plan or against the assets of any Employee Plan.

         5.19.  Environmental  Matters. The Seller and all premises occupied and
used  by it  are  in  material  compliance  with  all  applicable  laws,  rules,
regulations,  orders,  ordinances,  judgments  and  decrees of all  governmental
authorities with respect to all environmental  statutes,  rules and regulations.
The  Seller is not aware of, nor has the  Seller  received  notice of, any past,
present or future  events,  conditions,  circumstances,  activities,  practices,
incidents,  actions or plans of the Seller,  which may interfere with or prevent
continued  compliance,  or  which  may  give  rise to any  common  law or  legal
liability,  or otherwise form the basis of any claim, action, suit,  proceeding,
hearing,  or  investigation,  based  on or  related  to the  disposal,  storage,
handling, manufacture,  processing,  distribution, use, treatment, or transport,
or the emission,  discharge, release or threatened release into the environment,
of any  Substances  (as defined  below).  The Seller has  obtained and holds all
registrations,  permits,  licenses and authorizations  issued by or on behalf of
any  Federal,  state or local  government  body or agency  that are  required in
connection with the conduct of the Seller's business,  the discharge or emission
of  Substances  from  its  facilities  or the  generation,  treatment,  storage,
transportation or disposal of any Substances.  As used in this Section 5.19, the
term  "Substances"  shall mean any  pollutant,  hazardous  substance,  hazardous
material,  hazardous waste or toxic waste,  as defined in any presently  enacted
Federal,  state or local  statute or any  regulation  that has been  promulgated
pursuant thereto.

         5.20.  Subsidiaries.  Seller has no subsidiaries.

         5.21.  Customers.  Schedule 5.21 is a complete list of all
customers of the Business who purchased products from Seller in
excess of $5,000 in fiscal 1995.  Except as disclosed in Schedule

                                                      -16-

<PAGE>



5.21,  none of such  customers who accounted for more than 5% of sales in fiscal
1995 has, to the best knowledge of Seller,  as of the date of this Agreement and
the Closing  Date,  discontinued  or decreased  its  purchases of products  from
Seller,  and Seller has received no notice of any intention of such customers to
discontinue  purchasing  any  products of the Business  previously  purchased by
them.

         5.22.   Purchase  Orders.   Schedule  5.22  correctly  sets  forth  the
quantities and the total aggregate amount (within 5%) applicable to the purchase
orders of Seller described  thereon,  and Seller is not materially in default in
respect of any shipping release  requirements  thereof.  The original quantities
ordered  and the  outstanding  amounts  thereon  are  not in  excess  of  normal
requirements.

         5.23.  Taxes.  Seller has filed all tax returns and reports
required by law to have been filed by it and has paid all Taxes
thereby shown to be owing.


         5.24. All Material  Information.  No  representation or warranty in any
document,  schedule,  certificate,  or  other  instrument  furnished  or  to  be
furnished to Buyer by Seller in connection with the transactions contemplated by
this Agreement  contains or will contain any untrue statement of a material fact
or omits to state any material  facts  necessary in order to make any statements
of fact contained herein or therein,  in light of the circumstances  under which
they are made, not misleading.


                                                    ARTICLE VI

                                                REPRESENTATIONS AND
                                                WARRANTIES OF BUYER

         Buyer  hereby  represents  and  warrants  to the  Seller as of the date
hereof, and as of the Closing Date, as follows:

         6.1.  Authority.  Buyer has full legal  right,  power and  authority to
execute and deliver this Agreement and the other Transaction  Documents to which
it is a party and to carry out the transactions contemplated hereby and thereby,
and all corporate  and other actions  required to be taken by Buyer to authorize
the  execution,  delivery  and  performance  of this  Agreement  and  the  other
Transaction  Documents to which it is a party and all transactions  contemplated
hereby and thereby will have been duly and properly  taken. No consents of third
parties are necessary in connection with the execution, delivery and performance
of this Agreement and such other Transaction Documents.


                                                      -17-

<PAGE>



         6.2. Validity. This Agreement and the other Transaction Documents to be
executed and  delivered  by Buyer at Closing  have been,  or will at Closing be,
duly executed and  delivered by the Buyer and are the lawful,  valid and legally
binding  obligations  of  the  Buyer,   enforceable  in  accordance  with  their
respective terms, except as enforcement may be limited by applicable bankruptcy,
insolvency,  rearrangement,  reorganization or similar debtor relief legislation
affecting the rights of creditors.  The execution and delivery of this Agreement
does not and the consummation of the transactions  contemplated  hereby will not
result in the creation of any lien, charge or encumbrance or the acceleration of
any  indebtedness or other obligation of the Buyer and are not prohibited by, do
not violate or conflict  with any  provision  of, and do not result in a default
under or a breach of (i) the  Buyer's  charter or  By-laws,  (ii) any  contract,
agreement  or  other  instrument  to which  the  Buyer  is a  party,  (iii)  any
regulation,  order,  decree or judgment of any court or governmental  agency, or
(iv) any law applicable to the Buyer,  except for such violations,  conflicts or
defaults  which  do  not  (x)  prevent  the  consummation  of  the  transactions
contemplated hereby, or (y) have a material adverse effect on Buyer.

         6.3.  Due Organization.  Buyer is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware, with full power and authority to own or
lease its properties and to carry on the business in which it is
engaged.

         6.4. Capitalization. The authorized capital stock of Seller consists of
20,000,000 shares of Common Stock,  $0.01 par value ("Common  Stock"),  of which
9,860,822 shares are outstanding and 5,000,000 shares of preferred stock,  $0.01
par value per share, none of which are outstanding (without giving effect to the
transactions  contemplated  hereby which will occur at or concurrently  with the
Closing).  Each outstanding share of Common Stock is, and the Acquisition Shares
to be issued at the Closing  will be, duly and  validly  issued,  fully paid and
non-assessable. Except for the Acquisition Shares, and the options, warrants and
other rights described in Schedule 6.4 hereto, there are no outstanding options,
warrants  or other  rights to which  Buyer is a party or  otherwise  bound which
provide for the  acquisition,  disposition  or issuance of any securities of the
Buyer.  There are no preemptive or similar rights  attached to the Common Stock.
Upon the issuance by Buyer to Seller or its designees of the Acquisition Shares,
the Seller (or such designees) will have good and valid title to the Acquisition
Shares,  free and clear of any  liens,  claims  or  encumbrances  of any  nature
whatsoever.

         6.5.  All Material Information.  No representation or
warranty in any document, schedule, certificate, other instrument
furnished or to be furnished to Seller by Buyer in connection
with the transactions contemplated by this Agreement, contains or

                                                      -18-

<PAGE>



will contain any untrue  statement  of a material  fact or omits or will omit to
state  any  material  facts  necessary  in order to make any  statement  of fact
contained  herein, or therein,  in light of the  circumstances  under which they
were made, not misleading.


                                                    ARTICLE VII

                                                     COVENANTS

         7.1. Access and Information. Seller shall afford to Buyer, its counsel,
its accountants and other  representatives full access,  during regular business
hours, to the properties, assets, plants, offices, warehouses, books and records
of  Seller  in  order  that  Buyer  may  have  full  opportunity  to  make  such
investigations  as it shall  desire to make of the  Business  and the  Purchased
Assets, and Seller will cause its respective officers and accountants to furnish
such  additional  financial and operating  data and other  information  as Buyer
shall from time to time reasonably  request;  provided,  however,  that any such
investigation  shall  be  conducted  in  such  a  manner  as  not  to  interfere
unreasonably  with the operation of the Business.  Buyer shall furnish to Seller
and its  representatives all such information and documents relating to Buyer as
Seller may reasonably request.

         7.2.  Books and  Records.  Buyer and Seller  shall,  for a period of at
least seven years  following  the Closing,  maintain  and make  available to the
other party and its  representatives  for  inspection and  reproduction,  during
regular business hours, all books and records relating to Seller,  the Purchased
Assets, the Business or the Assumed Liabilities.

         7.3. Employment Agreements.  On or before the Closing Date, Buyer shall
execute and deliver an Employment  Agreement with each of Messrs.  Buvel, Stein,
Mahoney and Barrie  effective on the Closing Date  substantially  in the form of
Exhibits  A, B, C and D,  respectively,  attached  hereto and made a part hereof
(collectively, the "Employment Agreements").

         7.4.  Registration  Rights  Agreement.  On or before the Closing  Date,
Buyer shall execute and deliver a  Registration  Rights  Agreement  covering the
Acquisition  Shares  in favor of the  Noteholders  substantially  in the form of
Exhibit  E  attached  hereto  and  made  a  part  hereof  ("Registration  Rights
Agreement").

         7.5.  Cooperation; Public Statements.  Buyer and Seller
shall fully cooperate in preparing and filing all tax returns,
reports and other instruments and documents which are required by
any statute, rule or regulation in connection with the
transactions contemplated herein.  Buyer and Seller shall consult
with each other prior to issuing any press release, public

                                                      -19-

<PAGE>



announcement   or  other  statement  with  respect  to  this  Agreement  or  the
transactions contemplated hereby.

         7.6.  Conduct of Business.

                  From the date hereof  through the Closing Date,  Seller agrees
         that it will,  consistent  with its past  practices  and policies  with
         respect to the Business:

                  (a)      Conduct the Business in the usual, regular and
         ordinary course.

                  (b) Keep the Purchased Assets in good operating  condition and
         repair   and  make  all  normal  and   necessary   repairs,   renewals,
         replacements and improvements thereto.

                  (c) Maintain its existing  policies of insurance and apply any
         insurance  recovery to the prompt repair or  replacement of any insured
         loss. Any insurance  recoveries  which cannot be used for the repair or
         replacement of any insured loss prior to the Closing Date shall, if the
         transaction  contemplated  hereby  is  closed,  be paid to Buyer at the
         Closing.

                  (d)      Comply with all laws, regulations and orders
         applicable to the Purchased Assets, to the Business and to
         Seller.

                  (e)      Perform in all material respects its obligations
         under all material Contracts.

                  (f)  Use  its  best   efforts  to   preserve   good   business
         relationships  with  its  customers,   suppliers,  dealers,  employees,
         lessors and others  having  relationships  with Seller  relating to the
         Business,  provided that Seller shall provide Buyer with prompt written
         notice of the loss of any customer  representing 5% or more of Seller's
         revenues.

                  (g)      Use its best efforts to maintain all Intellectual
         Property relating to the Business.

                  (h)      Maintain its past level of sales activities and
         continue to order materials and supplies consistently with
         such prior levels of activities.

                  (i)      Maintain the Purchased Assets by replacing or
         repairing the same.

                  (j)      Not permit any of the following events to occur:

                            (i)     Any material adverse change in the Business;


                                                      -20-

<PAGE>



                           (ii)     Any decreases in the prices charged for
                  Seller's products used in the Business otherwise than
                  in the ordinary course of business;

                      (iii) Any material change in security or other deposits or
                  advances,  including "Key-Man"  insurance funding,  maintained
                  for use in the conduct of the Business from that  appearing on
                  the most recent Financial Statements provided to Buyer;

                           (iv) Any mortgage, pledge or other disposition of any
                  of  the  Purchased  Assets,  provided  that  Seller  may  sell
                  Inventory in the ordinary  course of business  consistent with
                  past practices;

                           (v) Any material change in the indebtedness of
                  Seller from that reflected in the Financial Statements;

                           (vi) Any material alteration in Seller's marketing
                  or promotions policies relating to the Business, or in
                  any expenditures attendant thereto; or

                           (vii) Any  material  change in  Seller's  contractual
                  relationships with any vendor, customer, dealer,  distributor,
                  supplier or other party which might  reasonably be expected to
                  adversely  affect the Business or its prospects or give Seller
                  any  reason to  believe  any such  vendor,  customer,  dealer,
                  distributor,  supplier or other party will not  continue to do
                  business with Buyer after the date hereof.

         7.7. Warehousing Agreement. Seller shall use its best efforts to obtain
any waivers or consents to the  assignment to Buyer,  prior to the Closing Date,
of the Administration,  Selling and Warehousing  Agreement,  dated as of June 6,
1995,  between  Seller and Muelhens  Inc.  (the  "Muelhens  Contract").  Without
limiting the generality of the  foregoing,  Seller shall use its best efforts to
take such  actions  as shall in  Buyer's  reasonable  opinion  be  necessary  or
appropriate  (i) in order that the rights and  obligations  of Seller  under the
Muelhens  Contract are  preserved  for the benefit of Buyer,  (ii) to obtain any
necessary  waivers or  consents  to the  assignment  to Buyer of any  amended or
modified  Muelhens  Contract or any Contract  executed by Seller in substitution
for the Muelhens Contract,  and (iii) to facilitate the collection of monies due
and payable  and to become due and payable to Seller in respect of the  Muelhens
Contract,  as it may be amended or modified,  or any such replacement  Contract,
and  Seller  shall  hold all such  monies in trust for the  benefit of Buyer and
shall promptly pay such amounts to Buyer.

         7.8.  Change of Corporate Name.  On the Closing Date, or as
soon thereafter as practicable, Seller shall change its corporate

                                                      -21-

<PAGE>



name to a new name which does not include the term "Richard  Barrie  Fragrances"
or any  variation  thereof or  similar  name and  otherwise  is not likely to be
confused  with  Seller's  present  name,  so as to make  Seller's  present  name
available to Buyer.  From and after the Closing Date, and until such name change
shall be effective,  Seller may continue to use its corporate name to the extent
necessary to effect an orderly transition.

         7.9. Cooperation Concerning Approval of Stockholders and Noteholders of
Seller.   In  connection  with  Seller's  efforts  to  obtain  approval  of  the
transactions contemplated hereunder,  which is a condition precedent pursuant to
Sections  8.6,  8.7, 9.6 and 9.7,  Seller will require  certain  assistance  and
cooperation  by Buyer and its public  accountants  in order to permit  Seller to
provide to its stockholders and Noteholders  information concerning Buyer. Buyer
shall cooperate in furnishing  Seller with such information and documents as may
be reasonably  requested by Seller of the nature  described on Schedule 14A (SEC
Rule 101) and SEC Rule 502. To the extent that such information shall be derived
from or presented by incorporation by reference to any form,  report,  schedule,
registration statement or definitive proxy statement filed by Buyer with the SEC
("Buyer's SEC Documents"),  Buyer represents that, as of their respective dates,
Buyer's SEC Documents (other than preliminary material) complied in all material
respects with the Securities Act or the Exchange Act, as applicable, and none of
Buyer's SEC Documents  (including all financial  statements included therein and
exhibits and schedules thereto  incorporated by reference therein) contained any
untrue  statement of material  fact or omitted to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading. Any such financial
statements comply as to form in all material respects with applicable accounting
requirements and with the rules and regulations of the SEC with respect thereto,
have been prepared in accordance with GAAP applied on a consistent  basis in the
periods  involved  (except as may be indicated  in the notes  thereto) or in the
case of unaudited financial statements,  as permitted by Exchange Act Form 10-Q,
and fairly present (subject, in the case of unaudited financial  statements,  to
normal recurring audit adjustments that, individually and in the aggregate, were
not  material)  the  consolidated  financial  position  of  Buyer as of the date
thereof and the consolidated results of Buyer's operations and cashflows for the
periods then ended.

                                                   ARTICLE VIII

                                              CONDITIONS PRECEDENT TO
                                               OBLIGATIONS OF BUYER

         Each and all of the obligations of Buyer to consummate the
transactions contemplated by this Agreement are subject to

                                                      -22-

<PAGE>



fulfillment prior to or at the Closing of the following
conditions:

         8.1.   Accuracy  of   Warranties;   Performance   of   Covenants.   The
representations  and warranties of Seller  contained herein shall be accurate in
all  respects as if made on and as of the Closing  Date,  as well as on the date
when made  except for such  nonmaterially  adverse  changes  therein as may have
occurred in the ordinary  course of business and which are disclosed to Buyer in
revised  Schedules  delivered  at or prior to the  Closing.  Seller  shall  have
performed each and all of the  obligations and complied with each and all of the
covenants  specified in this  Agreement  to be performed or complied  with on or
prior to the  Closing,  and Seller shall have  delivered to Buyer a  certificate
dated the Closing Date to such effect.

         8.2.  Opinion of Counsel.  Seller shall have delivered to
Buyer (in form and substance satisfactory to Buyer) an opinion of
counsel dated the Closing Date, to the effect that:

                  (a)  Seller is a corporation duly organized, validly
         existing and in good standing under the laws of the State of
         Nevada;

                  (b) The execution,  delivery and performance of this Agreement
         and each of the  Transaction  Documents  to be  delivered by Seller are
         within the  corporate  authority and power of Seller and have been duly
         authorized and approved by all requisite corporate action of Seller;

                  (c)  This  Agreement  and  all  Transaction  Documents  to  be
         delivered  by  Seller  have  been  duly   executed  and  delivered  and
         constitute  valid and binding  obligations  of Seller,  enforceable  in
         accordance with their terms, subject, as to enforcement, to bankruptcy,
         insolvency,  reorganization  and other  laws of  general  applicability
         relating to or  affecting  creditors'  rights and subject to any equity
         principles  limiting  the  right  to  obtain  specific  performance  of
         Seller's obligations hereunder;

                  (d) The  instruments  executed and delivered  pursuant to this
         Agreement  to Buyer at the Closing are valid in  accordance  with their
         terms  and  effectively  vest in  Buyer  all of the  right,  title  and
         interest of Seller in and to the assets, properties,  rights and claims
         to be conveyed, assigned and transferred hereunder;

                  (e) Except as disclosed in this Agreement, to the knowledge of
         such counsel, there is no litigation,  arbitration or other judicial or
         regulatory  proceeding  pending  against  Seller  with  respect  to the
         Business or any

                                                      -23-

<PAGE>



         of the Purchased Assets or the transactions contemplated by
         this Agreement;

                  (f) Neither the  execution  and delivery of this  Agreement or
         any  other  Transaction  Document  to  which  Seller  is  a  party  nor
         compliance  with the  provisions  hereof or thereof will conflict with,
         violate  or  result  in  a  default  under  the  terms,  conditions  or
         provisions  of the corporate  charter or bylaws of Seller,  or, to such
         counsel's knowledge,  of any agreement or instrument to which Seller is
         a party,  which  conflict,  violation  or default  would  result in the
         creation of a lien or other  encumbrance  upon the Purchased  Assets or
         affect  Seller's  ability  to  perform  its  obligations  hereunder  or
         thereunder; and

                  (g) To the  knowledge of such  counsel  there are no consents,
         approvals  or  authorizations  of any  governmental  authority or third
         parties  required  in  connection  with  the  execution,  delivery  and
         performance  by Seller  of this  Agreement  and the  other  Transaction
         Documents to be executed and delivered by Seller in connection with the
         transactions  contemplated  hereby,  other  than  those  that have been
         obtained by the Closing Date.


         8.3.  No Pending Action.  No judicial or administrative
proceeding shall be pending seeking to enjoin or prevent, nor
shall any order or injunction have been issued prohibiting,
consummation of the transactions contemplated hereby.

         8.4. Condition of Business and Purchased Assets.  From the date of this
Agreement,  there shall have been no material  adverse change in the Business or
the financial  condition of Seller, and the Purchased Assets shall not have been
materially damaged,  lost or otherwise  materially adversely affected in any way
by any act of God, fire, flood, war, or other event constituting force majeure.

         8.5.  Certified  Resolutions.  Seller  shall  have  delivered  to Buyer
resolutions  adopted by Seller's Board of Directors and stockholders,  certified
by Seller's secretary, authorizing the execution of this Agreement and the other
Transaction  Documents  to which Seller is a party and the  consummation  of the
transactions contemplated hereby and thereby.

         8.6.  Approval of Seller's  Stockholders.  Seller  shall have  provided
evidence  to  Buyer  of  the  required  approval  of  Seller's  stockholders  to
consummate the transactions contemplated by this Agreement by the requisite vote
of  Seller's  stockholders  in  accordance  with  applicable  law  and  Seller's
certificate  of  incorporation  and by-laws,  and such approval shall be in full
force and effect.

                                                      -24-

<PAGE>




         8.7.  Noteholders'  Consents.  Seller shall have  provided  evidence to
Buyer that the  Noteholders  representing  not less than $5,001,750 in aggregate
principal  amount  of  the  Notes  shall  have  consented  to  the  transactions
contemplated  by this  Agreement,  and such consents  shall be in full force and
effect.

         8.8.  Assignment  of Certain  Contracts.  Seller  shall  have  provided
evidence  to Buyer of the  required  consent to the  assignment  to Buyer of the
Baker Properties Lease and such consent shall be in full force and effect.


                                                    ARTICLE IX

                                              CONDITIONS PRECEDENT TO
                                               SELLER'S OBLIGATIONS

         Each  and  all  of  the   obligations   of  Seller  to  consummate  the
transactions  contemplated by this Agreement are subject to fulfillment prior to
or at the Closing of the following conditions:

         9.1.   Accuracy  of   Warranties;   Performance   of   Covenants.   The
representations  and warranties of Buyer  contained  herein shall be accurate in
all  respects as if made on and as of the Closing  Date,  as well as on the date
when made, except for nonmaterially adverse changes therein as may have occurred
in the ordinary  course of business and which are disclosed to Seller in revised
Schedules delivered at or prior to Closing.  Buyer shall have performed each and
all of the obligations and complied with each and all of the covenants specified
in this  Agreement to be  performed or complied  with on or prior to the Closing
and Buyer shall have delivered to Seller a certificate dated the Closing Date to
such effect.

         9.2.  Opinion of Counsel.  Buyer shall have delivered to
Seller (in form and substance satisfactory to Seller) an opinion
of Mayer, Brown & Platt, Buyer's counsel, dated the Closing Date,
to the effect that:

                  (a)  Buyer is a corporation validly existing and in
         good standing under the laws of the State of Delaware;

                  (b) The execution,  delivery and performance of this Agreement
         and the other Transaction Documents to be delivered by Buyer are within
         the  corporate  authority  and  power  of  Buyer  and  have  been  duly
         authorized and approved by all requisite corporate action of Buyer;

                  (c) This Agreement and each of the other Transaction Documents
         to which Buyer is a party have been duly  executed  and  delivered  and
         constitutes the valid and binding

                                                      -25-

<PAGE>



         obligation of Buyer, enforceable in accordance with its terms, subject,
         as to enforcement, to bankruptcy, insolvency,  reorganization and other
         laws of general  applicability  relating to affecting creditors' rights
         and  subject  to any  equity  principles  limiting  the right to obtain
         specific performance of Buyer's obligations hereunder and thereunder;

                  (d) Neither the  execution  and delivery of this  Agreement or
         the  other  Transaction  Documents  to  which  Buyer  is  a  party  nor
         compliance  with the provision  hereof or thereof will  conflict  with,
         violate  or  result  in  a  default  under  the  terms,  conditions  or
         provisions  of the corporate  charter or By-laws of Buyer,  or, to such
         counsel's  knowledge,  of any agreement or instrument to which Buyer is
         now a party which would  affect its ability to perform its  obligations
         hereunder or thereunder;

                  (e) To the knowledge of such  counsel,  there are no consents,
         approvals  or  authorizations  of any  governmental  authority or other
         person in connection  with the execution,  delivery and  performance by
         Buyer of this  Agreement and the other  Transaction  Documents to which
         Buyer is a party which have not been obtained; and

                  (f)  The  Acquisition  Shares  are  duly  authorized,  validly
         issued, fully paid and nonassessable.

         9.3.  No Pending Action.  No judicial or administrative
proceeding is pending seeking to enjoin or prevent, nor shall any
governmental order or injunction have been issued prohibiting,
the consummation of the transactions contemplated hereby.

         9.4.  Certified Resolutions.  Buyer shall have delivered to
Seller resolutions adopted by Buyer's Board of Directors,
certified by Buyer's secretary, authorizing the execution of this
Agreement and the consummation of the transactions contemplated
hereby.

         9.5.  Condition of Assets.  The Purchased Assets shall not
have been substantially destroyed, damaged or lost by any act of
God, fire, flood, war or other event constituting force majeure
which is not covered by insurance.

         9.6.  Approval of Seller's Stockholders.  Seller shall have

                                                      -26-

<PAGE>



provided evidence to Buyer of the required approval of Seller's  stockholders to
consummate the transactions contemplated by this Agreement by the requisite vote
of  Seller's  stockholders  in  accordance  with  applicable  law  and  Seller's
certificate  of  incorporation  and by-laws,  and such approval shall be in full
force and effect.

         9.7.  Noteholders'  Consents.  Seller shall have  provided  evidence to
Buyer that the  Noteholders  representing  not less than $5,001,750 in aggregate
principal  amount  of  the  Notes  shall  have  consented  to  the  transactions
contemplated  by this  Agreement,  and such consents  shall be in full force and
effect.

         9.8.  Side Letter.  Buyer and Seller shall have entered into
a letter agreement covering such post-Closing and other matters
as to which Buyer and Seller shall mutually agree.


                                                     ARTICLE X

                                                     EMPLOYEES

         10.1.  Continued  Association  with the Business.  Seller shall use its
best  efforts to  encourage  the  Employees  of the  Business to continue  until
Closing and thereupon to accept and retain employment with Buyer, provided that,
except as contemplated in Section 7.3 or as otherwise  agreed to by Buyer in its
sole discretion, Buyer shall have no obligation to hire any Employees of Seller.

         10.2.  Severance.  Concurrently with the Closing, Seller
shall terminate all employees of the Business and shall pay to
each such employee any amounts owing applicable to the period
through the Closing Date including all vacation and sick pay.

         10.3.  Personnel  Records.  Unless prohibited by law, Seller shall make
available to Buyer all personnel records for all Employees of Seller,  including
but not  limited to names,  social  security  numbers,  dates of hire by Seller,
dates of  birth,  number of hours  worked  in each  calendar  year,  and  salary
histories,  provided  that Seller and Buyer  shall  cooperate  in  securing  any
necessary releases or waivers of confidentiality  with respect to such personnel
records and  otherwise in order to ensure an orderly and  effective  transition.
Not later than the Closing Date, Buyer shall advise Seller as to which Employees
of Seller Buyer will be hiring.



                                                      -27-

<PAGE>



                                                    ARTICLE XI

                                        NONCOMPETITION COVENANTS OF SELLER

         11.1. Seller's Covenants. In consideration for the purchase by Buyer of
the  Purchased  Assets,  Seller  agrees and  covenants  that  neither it nor its
Affiliates (other than Messrs.  Buvel, Stein,  Mahoney and Barrie) will from and
after Closing  directly or indirectly  for a period of seven years engage in the
manufacture or sale, or licensing for  manufacture or sale, in the United States
or any foreign  country,  of the Purchased  Assets.  The parties agree that this
covenant is necessary to protect the value of the Business purchased  hereunder,
and Seller  agrees that any breach of the  restrictive  covenant set forth above
will result in irreparable  damage to Buyer to which Buyer will have no adequate
remedy at law, and Seller  consents to any  injunction by any court of competent
jurisdiction  in favor of Buyer  enjoining any breach of such covenant,  without
prejudice to any other right or remedy to which Buyer shall be entitled.  In the
event  that  this  covenant  shall  be  determined  by any  court  of  competent
jurisdiction to be  unenforceable by reason of its being extended to too great a
period  of time or too  large a  geographic  area or over  too  great a range of
activities,  it should be  interpreted to extend only over the maximum period of
time, geographic area, or range of activities as to which it may be enforceable.


                                                    ARTICLE XII

                                           SURVIVAL AND INDEMNIFICATION

         12.1.  Survival.   All  representations,   warranties,   covenants  and
agreements  contained in this  Agreement or in any document  delivered  pursuant
hereto shall survive the Closing,  but only with respect to claims for breach of
any such  representation  or warranty  which are made in writing by either party
against  the other and are  delivered  to the other  within two years  after the
Closing.  The  representations  and warranties set forth in this Agreement shall
not be  affected  by any  investigation,  verification  or approval by any party
hereto or by anyone on behalf of any such party.

         12.2.  Indemnification.

                  (a) Seller agrees to indemnify, defend and hold harmless Buyer
         from  and  against  any  and  all  loss,  damage,   expense  (including
         reasonable  attorneys'  fees),  suit,  action,   claim,   liability  or
         obligation   related   to,   caused   by  or   arising   from  (i)  any
         misrepresentation,  breach of  warranty or failure of Seller to fulfill
         any covenant or  agreement of Seller in or pursuant to this  Agreement,
         unless waived by Buyer, provided, however, that Seller's liability

                                                      -28-

<PAGE>



         therefor shall be limited to $3,700,000,  and provided,  further,  that
         Seller  shall not be liable  for any claim  arising  from a breach of a
         representation, warranty or covenant contained herein, that is not made
         in writing delivered to Seller within two years after the Closing, (ii)
         any  Excluded  Liabilities,  or (iii) any  liability  arising  from the
         operation of the Business prior to the Closing Date,  including but not
         limited to liability arising from damage or injury (real or alleged) to
         person or property arising from the ownership, possession or use of any
         finished  goods  manufactured  by the  Business  or Seller  through the
         Closing Date.

                  (b) Buyer shall  indemnify,  defend and hold  harmless  Seller
         from  and  against  any  and  all  loss,  damage,   expense  (including
         reasonable  attorneys'  fees)  suit,  action,   claims,   liability  or
         obligation   related   to,   caused   by  or   arising   from  (i)  any
         misrepresentation,  breach of  warranty  or failure of Buyer to fulfill
         any  covenant or  agreement  in or pursuant to this  Agreement,  unless
         waived by Seller, or any liability of the Business expressly assumed in
         writing  by Buyer,  provided,  that  Buyer  shall not be liable for any
         claim arising from a breach of a  representation,  warranty or covenant
         contained herein that is not made in writing delivered by Seller within
         two years after the Closing, (ii) any Assumed Liabilities, or (iii) any
         liability arising from the operation of the Business by the Buyer after
         the Closing Date.

                  (c)  Each  party  indemnified  under  the  provisions  of this
         Section  12.2,  upon  receipt  of  written  notice  of any claim of the
         service  of a summons or other  initial  legal  process  upon it in any
         action  instituted  against  it, in respect of which  indemnity  may be
         sought on account of any indemnity  agreement contained in this Section
         12.2,  shall  promptly  give  written  notice  of  such  claim,  or the
         commencement of such action, or threat thereof,  to the party from whom
         indemnity shall be sought hereunder.  Such indemnifying  party shall be
         entitled at its own expense to participate in the defense of such claim
         or action,  or, if it shall  elect,  to assume such  defense,  in which
         event  such  defense  shall be  conducted  by  counsel  chosen  by such
         indemnifying  party,  which  counsel  may  be  any  counsel  reasonably
         satisfactory  to the  indemnifying  party  against  whom such  claim is
         asserted  or who  shall  be the  defendant  in such  action,  and  such
         indemnified  party shall bear the fees and  expenses of any  additional
         counsel retained by it or them. If the  indemnifying  party shall elect
         not to assume the  defense of such claim or action,  such  indemnifying
         party will reimburse such indemnified party for the reasonable fees and
         expenses  of any  counsel  retained  by it,  and  shall be bound by the
         results obtained by the indemnified party;

                                                      -29-

<PAGE>



         provided,  however,  that no such  claim or  action  shall  be  settled
         without the written consent of the indemnifying party.

                  (d) Notwithstanding anything contained herein to the contrary,
         the  indemnities  provided  for  in  this  Section  12.2  shall  not be
         enforceable  unless  and  until the  aggregate  amount of claims by the
         party entitled to indemnification  (including the full asserted amounts
         of claims  against the party entitled to  indemnification)  exceeds the
         sum of Ten Thousand Dollars  ($10,000),  whereupon the entire aggregate
         amount of claims  (including  the first  $10,000),  and all  additional
         claims shall be enforceable in full.


                                                   ARTICLE XIII

                                                GENERAL PROVISIONS

         13.1.  Waiver of Conditions.  Each party may, at its option,
waive in writing any or all of the conditions herein contained to
which its obligations hereunder are subject.

         13.2.  Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be sent by
registered or certified mail, postage prepaid, as follows:

                  (a)      If to Seller:

                         Richard Barrie Fragrances, Inc.
                           15 Executive Boulevard
                         Orange, Connecticut 06477-0532

                           Attention:  President

                           With a copy to:
                           Peter M. Ziemba Esq.
                           Graubard Mollen & Miller
                           600 Third Avenue
                           New York, New York  10016

                  (b)      If to Buyer:

                           Parlux Fragrances, Inc.
                           3725 S.W. 30th Avenue
                           Ft. Lauderdale, Florida  33312

                           Attention:  Ilia Lekach, Chief Executive Officer


                                                      -30-

<PAGE>



                           With a copy to:

                           Barry P. Biggar, Esq.
                           Mayer, Brown & Platt
                           1675 Broadway
                           New York, New York 10019

Any party may change its address for receiving notice by written notice given to
the others named above.

         13.3.  Modifications and Amendments.  The terms and
provisions of this Agreement may be modified or amended only by
written agreement executed by all parties hereto.

         13.4. Waivers and Consents.  The terms and provisions of this Agreement
may be waived, or consent for the departure  therefrom granted,  only by written
document  executed  by the  party  entitled  to the  benefits  of such  terms or
provisions.  No such waiver or consent shall be deemed to be or shall constitute
a waiver or  consent  with  respect  to any other  terms or  provisions  of this
Agreement,  whether  or not  similar.  Each  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.

         13.5. Assignment.  Neither this Agreement, nor any right hereunder, may
be assigned by any of the parties  hereto  without the prior written  consent of
the other  parties,  except  that the Buyer may assign all or part of its rights
and  obligation  under this Agreement  (other than its  obligations to issue the
Acquisition Shares or execute and deliver the agreements referred to in Sections
7.3 and 7.4) to one or more  direct or  indirect  affiliates  (in  which  event,
representations  and warranties relating to the Buyer and the opinion of counsel
to be delivered by the Buyer shall be appropriately modified).

         13.6.  Jurisdiction  and  Service  of  Process.  Any  legal  action  or
proceeding  with respect to this  Agreement  may be brought in the courts of the
State of New York or of the United  States of America for the Southern  District
of New York.  By execution and delivery of this  Agreement,  each of the parties
hereto  accepts  for  itself  and in  respect  of its  property,  generally  and
unconditionally,  the jurisdiction of the aforesaid  courts.  The parties hereby
irrevocably  waive any objection or defense that they may now or hereafter  have
to the assertion of personal  jurisdiction  by any such court in any such action
or to the  laying of venue of any such  action  in any such  court,  and  hereby
waive,  to the extent not prohibited by law, and agree not to assert,  by way of
motion, as a defense, or otherwise, in any such proceeding, any claim that it is
not subject to the jurisdiction of the above-named  courts for such proceedings.
Each of the parties hereto irrevocably consents to the service of

                                                      -31-

<PAGE>



process of any of the aforementioned  courts in any such action or proceeding by
the mailing of copies thereof by registered mail, postage prepaid,  to the party
at its  address  set forth in  Section  13.2  hereof and  irrevocably  waive any
objection or defense that it may now or hereafter have to the sufficiency of any
such service of process in any such  action.  Nothing in this Section 13.6 shall
affect the rights of the parties to commence  any such action in any other forum
or to serve process in any such action in any other manner permitted by law.

         13.7.  Interpretation.  The parties hereto  acknowledge and agree that:
(i) each party and its counsel  reviewed and negotiated the terms and provisions
of this Agreement (except with respect to the disclosure schedules regarding the
Business which are the sole  responsibility  of the Seller) and have contributed
to its  revision;  (ii)  the  rule  of  construction  to  the  effect  that  any
ambiguities are resolved against the drafting party shall not be employed in the
interpretation  of this  Agreement;  and (iii) the terms and  provisions of this
Agreement shall be construed fairly as to all parties hereto and not in favor of
or against any party,  regardless of which party was generally  responsible  for
the preparation of this Agreement.

     13.8.  Entire  Transaction.  This  Agreement and the documents  referred to
herein  embody the entire  agreement  and  understanding  among the parties with
respect to the transactions  contemplated hereby and supersede all prior oral or
written agreements and understandings among the parties.

     13.9.   Applicable   Law.   This   Agreement   shall  be  governed  in  its
interpretation  and  application  by the internal  laws of the State of New York
without giving effect to the conflict of law principles thereof.

     13.10.  Litigation Arising from the Business  Activities.  It is recognized
that in the  future  litigation  may  arise  relating  to the  Business  and the
conduct,  products,  property or assets  thereof,  which may relate  directly or
indirectly  to the period prior to the  Closing,  the period  subsequent  to the
Closing or both.  Therefore,  each of the  parties  agrees  that,  to the extent
reasonable  under the  circumstances,  it will assist and  provide  information,
records and documents and the Employees covered by the Employment  Agreements to
any other parties with respect to any such litigation or potential litigation in
which such other party is or may be involved.

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


                                                      -32-

<PAGE>



         13.12.  Brokers.  Each party warrants to the other that it
has not retained any brokers or finders or incurred any liability
for any brokerage fees, commissions or finder's fees with respect
to this Agreement or the transactions contemplated hereby.

         13.13.  Expenses.  Except as otherwise  expressly provided herein or in
another  Transaction  Document,  each party to this Agreement  shall pay its own
fees and expenses (including the fees of any attorneys, accountants,  appraisers
or others  engaged by such  party) in  connection  with this  Agreement  and the
transactions contemplated hereby.

         13.14.  Severability.  If any term or provision of this Agreement shall
to any extent be decreed by a court of competent  jurisdiction  to be invalid or
unenforceable,  such term or  provision  shall not thereby be deemed  invalid or
unenforceable  in any other  jurisdiction,  and the remainder of this  Agreement
shall be valid and enforceable to the fullest extent permitted by law.

         13.15.  Counterparts.  This Agreement may be executed in one
or more counterparts, and by different parties hereto on separate
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.

                                                      -33-

<PAGE>


         IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed  on its behalf by a duly  authorized  officer  all as of the date first
written above.

                                         RICHARD BARRIE FRAGRANCES, INC.


                                         By
                                             Name:
                                             Title:



                                         PARLUX FRAGRANCES, INC.



                                         By
                                            Name:
                                            Title:





                                                      -34-

<PAGE>