September 23, 2002





Jean Philippe Fragrances, LLC.

551 Fifth Avenue

New York, N.Y. 10176



Attention Russell Greenberg, Chief Financial Officer/Executive Vice President



Ladies and Gentlemen:



         We are pleased to confirm that we are extending to you a line of credit

of up to an aggregate amount of $12,000,000 outstanding at any one time, which

line may be used by your company for direct borrowings and acceptance and sight

letters of credit exposure for working capital purposes provided, however, the

outstanding amount as to which our Bank is liable, directly or contingently, on

behalf of your company in respect of letter of credit and acceptance financings

cannot in the aggregate at any one time exceed $2,500,000 and $2,500,000

respectively. This line is subject to the provisions set forth herein and in the

other documents entered into in connection with this facility.



           Borrowings under this line of credit shall be evidenced by a Demand

Grid Note, a copy of which is enclosed. Under this facility borrowings may be

made from time to time and shall be repayable on demand, but may be prepaid in

whole or in part with accrued interest to the date of prepayment. Any amounts

outstanding shall bear interest, payable monthly in arrears, at a variable rate

per annum equal to 0% above our Bank's Reference Rate established from time to

time, all as more fully set forth in the Demand Grid Note.



           Or, at your option, you may borrow under a LIBOR Pricing Revolving

Note up to the maximum amount of $12,000,000 in $100,000 increments, provided

however, the amount outstanding under LIBOR Pricing Revolving Notes is no less

than $500,000, with advances priced at your option of one month, two months,

three months or six months LIBOR plus 1.75% for each LIBOR rate advance and

subject to the terms of the LIBOR Pricing Revolving Note; a copy of the LIBOR

Pricing Revolving Note is attached herewith. Please note that the advances under

the LIBOR Pricing Revolving Note may be prepaid, but only subject to the terms

and conditions set forth in that note.



           Each letter of credit issued for your account shall be issued only

pursuant to our standard form of application for commercial letter of credit

(the "Application"), as executed by you from time to time. You shall pay a fee

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