DNL PARTNERS LIMITED PARTNERSHIP One Morningside Drive North, Suite 200 Westport, CT 06880 February 25, 2000 Cosmair, Inc. 575 Fifth Avenue New York, NY 10017 Attn: John D. Sullivan, Esq. General Counsel Gentlemen: Reference is hereby made to that...

                        DNL PARTNERS LIMITED PARTNERSHIP
                     Xxx Xxxxxxxxxxx Xxxxx Xxxxx, Xxxxx 000
                               Xxxxxxxx, XX 00000

                                                               February 25, 2000

Cosmair, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn:   Xxxx X. Xxxxxxxx, Esq.
        General Counsel

Gentlemen:

         Reference is hereby made to that certain Agreement and Plan of Merger
dated as of February 25, 2000 (the "Merger Agreement") by and among Cosmair,
Inc. ("Parent"), Crayon Acquisition Corp. ("Sub") and Xxxxxx, Inc. (the
"Company") Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Merger Agreement.

         In connection with the Settlement Agreement by and between the
Company's wholly-owned subsidiary, Xxxxxx Products Company ("CPC"), and AM
Cosmetics Corp. and AM Products Company (collectively, "AMC"), dated as of
February 25, 2000 (the "Settlement Agreement"), the undersigned hereby
authorizes Parent or Sub to withhold an amount in cash equal to $531,492 (the
"Contribution Amount") from the first to be paid of the Per Share Amount or the
Merger Price payable to the undersigned in respect of our shares of Company
Common Stock pursuant to the Merger Agreement, which amount shall be paid in the
following priority:

         first, to the individuals listed on Schedule I hereto, to reimburse
         such individuals on a pro rata basis to the extent, but only to the
         extent, of any draw down on the letter of credit issued by GrandBank on
         behalf of such individuals; and

         second, any portion of the Contribution Amount not so required to be
         delivered to the individuals on Schedule I shall be distributed to the
         Company.








Any additional amounts payable to the undersigned in excess of the Contribution
Amount in respect of our shares of Company Common Stock shall be paid to the
undersigned in accordance with the applicable provision of the Merger Agreement.

                                      Very truly yours,

                                      DNL PARTNERS LIMITED PARTNERSHIP
                                      By:      DNL Group, L.L.C.
                                               General Partner


                                      By:   /s/ Xxxxxxx X. Xxxxx
                                          _______________________________
                                          Name:  Xxxxxxx X. Xxxxx
                                          Title:  Manager


                                      By:   /s/ Xxxxxxxx X. Xxxxxxxx, XX
                                          _______________________________
                                          Name:  Xxxxxxxx X. Xxxxxxxx, XX
                                          Title:  Member

AGREED TO AND ACCEPTED:

COSMAIR, INC.

By:   /s/ Xxxxx Xxxxxx
    _______________________________
    Name:  Xxxxx Xxxxxx
    Title: Executive Vice President











                                                                      SCHEDULE I

Xxxxxxxx X. Xxxxxxxx, XX
c/o Bathgate, Xxxxxxx & Xxxx
Xxx Xxxxxxx Xxxx
Xxxxxxxx, XX  00000

Abbey X. Xxxxxx
000 Xxxx Xxxx
Xxx 000
Xxxxxxxxxxx Xxxxx, XX  00000

Xxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, XX  00000

Xxxx X. Sabre
0000 Xxxxx Xxxxxx
Xxx Xxxx, XX  00000

Xxxxxxx X. Xxxxx
c/o MCG Global, LLC
Xxx Xxxxxxxxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxxx, XX  00000

Xxxxxxx X. Xxxxxx
00 Xxxx Xxxx
Xxxxxxxx, XX  00000