<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                --------------

                                   FORM 10-Q

(Mark One)
 X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
- ---                  SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: June 30, 1997

                                      OR
___        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

      For the transition period from__________________ to _______________

                        Commission file number 1-11178

                                 REVLON, INC.
            (Exact name of registrant as specified in its charter)

          DELAWARE                                        13-3662955
 (State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                        Identification No.)

625 MADISON AVENUE, NEW YORK, NEW YORK                       10022
    (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: 212-527-4000


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No   
                                             ---    ---


As of June 30, 1997, 19,881,675 shares of Class A Common Stock and 31,250,000
shares of Class B Common Stock were outstanding. 11,250,000 shares of Class A
Common Stock and all the shares of Class B Common Stock were held by Revlon
Worldwide Corporation, an indirectly wholly owned subsidiary of Mafco
Holdings, Inc.


                               Total Pages - 16



<PAGE>

                         REVLON, INC. AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                            JUNE 30,          DECEMBER 31,
                                 ASSETS                                                       1997               1996
                                                                                          ------------        ------------
                                                                                          (Unaudited)
Current assets:
<S>                                                                                        <C>                <C>       
   Cash and cash equivalents ....................................................          $     39.9         $     38.6
   Trade receivables, less allowances of $24.4
      and $24.9, respectively ...................................................               394.1              426.3
   Inventories ..................................................................               367.1              281.0
   Prepaid expenses and other ...................................................                83.9               74.5
                                                                                          ------------        ------------
       Total current assets .....................................................               885.0              820.4
Property, plant and equipment, net ..............................................               382.1              381.1
Other assets ....................................................................               146.8              139.2
Intangible assets, net ..........................................................               298.3              280.6
                                                                                          ------------        ------------
         Total assets ...........................................................          $  1,712.2         $  1,621.3
                                                                                          ============        ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
   Short-term borrowings - third parties ........................................          $     22.6         $     27.1
   Current portion of long-term debt - third parties ............................                 8.3                8.8
   Accounts payable .............................................................               172.0              161.9
   Accrued expenses and other ...................................................               321.7              365.2
                                                                                          ------------        ------------
       Total current liabilities ................................................               524.6              563.0
Long-term debt - third parties ..................................................             1,472.6            1,321.8
Long-term debt - affiliates .....................................................                30.8               30.4
Other long-term liabilities .....................................................               220.4              202.8

Stockholders' deficiency:
           Preferred stock, par value $.01 per share, 20,000,000
               shares authorized, 546 shares of Series A Preferred Stock
               issued and outstanding ...........................................                54.6               54.6
           Class A Common Stock, par value $.01 per share; 350,000,000
                   shares authorized, 19,881,675 and 19,875,000 issued and
                   outstanding, respectively ....................................                 0.2                0.2
           Class B Common Stock, par value $.01 per share; 200,000,000
               shares authorized, 31,250,000 issued and outstanding .............                 0.3                0.3
           Capital deficiency ...................................................              (233.0)            (233.2)
           Accumulated deficit since June 24, 1992 ..............................              (331.4)            (300.4)
           Adjustment for minimum pension liability .............................               (12.4)             (12.4)
           Currency translation adjustment ......................................               (14.5)              (5.8)
                                                                                          ------------        ------------
                   Total stockholders' deficiency ...............................              (536.2)            (496.7)
                                                                                          ------------        ------------
                   Total liabilities and stockholders' deficiency ...............          $  1,712.2         $  1,621.3
                                                                                          ============        ============

</TABLE>





      See Notes to Unaudited Consolidated Condensed Financial Statements.

                                      2



<PAGE>
                        REVLON, INC. AND SUBSIDIARIES 
          UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS 
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) 


<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED         SIX MONTHS ENDED 
                                                       JUNE 30,                  JUNE 30, 
                                              ------------------------- ------------------------ 
                                                   1997         1996         1997        1996 
                                              ------------ ------------ ------------ ----------- 
<S>                                           <C>          <C>          <C>          <C>
Net sales .................................... $     572.2  $     517.9  $   1,064.7  $     982.2 
Cost of sales ................................       201.8        170.7        368.0        323.6 
                                              ------------ ------------ ------------ ------------ 
 Gross profit ................................       370.4        347.2        696.7        658.6 
Selling, general and administrative expenses         322.6        304.6        626.4        599.7 
Business consolidation costs and other, net ..         4.0           --          9.4           -- 
                                              ------------ ------------ ------------ ------------ 
 Operating income ............................        43.8         42.6         60.9         58.9 
                                              ------------ ------------ ------------ ------------ 
Other expenses (income):                       
 Interest expense ............................        33.6         31.7         66.9         66.0 
 Interest and net investment income  .........        (0.8)        (1.0)        (1.5)        (2.0) 
 Gain on sale of subsidiary stock ............        (6.0)          --         (6.0)          -- 
 Amortization of debt issuance costs  ........         1.8          2.0          3.8          4.5 
 Foreign currency losses, net ................         1.0          1.7          2.8          3.8 
 Miscellaneous, net ..........................         1.3          0.8          2.0          1.3 
                                              ------------ ------------ ------------ ------------ 
  Other expenses, net ........................        30.9         35.2         68.0         73.6 
                                              ------------ ------------ ------------ ------------ 
Income (loss) before income taxes ............        12.9          7.4         (7.1)       (14.7) 
Provision for income taxes ...................         3.5          5.9          9.0         12.9 
                                              ------------ ------------ ------------ ------------ 
Income (loss) before extraordinary item  .....         9.4          1.5        (16.1)       (27.6) 
Extraordinary item--early extinguishment of 
 debt ........................................       (14.9)          --        (14.9)        (6.6) 
                                              ------------ ------------ ------------ ------------ 
Net (loss) income ............................ $      (5.5) $       1.5  $     (31.0) $     (34.2) 
                                              ============ ============ ============ ============ 
 Income (loss) per common share:               
 Income (loss) before extraordinary item  .... $      0.18  $      0.03  $     (0.32) $     (0.57) 
 Extraordinary item ..........................       (0.29)          --        (0.29)       (0.14) 
                                              ------------ ------------ ------------ ------------ 
 Net (loss) income ........................... $     (0.11) $      0.03  $     (0.61) $     (0.71) 
                                              ============ ============ ============ ============ 
 Weighted average common shares outstanding ..  51,129,778   51,125,000   51,127,731   48,250,000 
                                              ============ ============ ============ ============ 
</TABLE>


     See Notes to Unaudited Consolidated Condensed Financial Statements. 

                                3           

<PAGE>
                        REVLON, INC. AND SUBSIDIARIES 
          UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS 
                            (DOLLARS IN MILLIONS) 

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED 
                                                                          JUNE 30, 
                                                                  --------------------- 
                                                                      1997       1996 
                                                                  ---------- ---------- 
<S>                                                                 <C>        <C>       
CASH FLOWS FROM OPERATING ACTIVITIES: 
Net loss .........................................................  $ (31.0)   $ (34.2) 
Adjustments to reconcile net loss to net cash (used for)           
 provided by operating activities: 
 Depreciation and amortization ...................................     50.9       44.7 
 Extraordinary item ..............................................     14.9        6.6 
 Gain on sale of subsidiary stock ................................     (6.0)        -- 
 Change in assets and liabilities: 
  Decrease (increase) in trade receivables .......................     25.8       (5.4) 
  Increase in inventories ........................................    (37.8)     (50.7) 
  Decrease (increase) in prepaid expenses and other current 
  assets..........................................................      1.7       (8.7) 
  Increase in accounts payable ...................................      2.2        5.6 
  Decrease in accrued expenses and other current liabilities  ....    (69.6)     (48.6) 
  Other, net .....................................................    (37.6)     (23.7) 
                                                                  ---------- ---------- 
Net cash used for operating activities ...........................    (86.5)    (114.4) 
                                                                  ---------- ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES: 
Capital expenditures .............................................    (22.5)     (26.5) 
Acquisition of businesses, net of cash acquired ..................    (19.9)      (4.1) 
                                                                  ---------- ---------- 
Net cash used for investing activities ...........................    (42.4)     (30.6) 
                                                                  ---------- ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES: 
Net (decrease) increase in short-term borrowings--third parties  .     (3.8)       0.5 
Proceeds from the issuance of long-term debt--third parties  .....    503.2      186.5 
Repayment of long-term debt--third parties .......................   (364.8)    (230.5) 
Net proceeds from issuance of common stock .......................      0.2      187.8 
Proceeds from the issuance of debt--affiliates ...................     62.3       66.9 
Repayment of debt--affiliates ....................................    (61.9)     (66.9) 
Payment of debt issuance costs ...................................     (4.1)     (10.9) 
                                                                  ---------- ---------- 
Net cash provided by financing activities ........................    131.1      133.4 
                                                                  ---------- ---------- 
Effect of exchange rate changes on cash and cash equivalents  ....     (0.9)      (1.0) 
                                                                  ---------- ---------- 
 Net increase (decrease) in cash and cash equivalents  ...........      1.3      (12.6) 
 Cash and cash equivalents at beginning of period ................     38.6       36.3 
                                                                  ---------- ---------- 
 Cash and cash equivalents at end of period ......................  $  39.9    $  23.7 
                                                                  ========== ========== 

Supplemental schedule of cash flow information: 
 Cash paid during the period for: 
  Interest .......................................................  $  68.5    $  69.8 
  Income taxes, net of refunds ...................................      7.2       10.7 

Supplemental schedule of noncash investing activities: 
 In connection with business acquisitions, liabilities 
  were assumed as follows: 
  Fair value of assets acquired ..................................  $  71.5    $   6.7 
  Cash paid ......................................................    (21.2)      (4.2) 
                                                                  ---------- ---------- 
  Liabilities assumed ............................................  $  50.3    $   2.5 
                                                                  ========== ========== 

     See Notes to Unaudited Consolidated Condensed Financial Statements. 

                                4           
</TABLE>





<PAGE>


                         REVLON, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
                                  STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



(1)  BASIS OF PRESENTATION

         Revlon, Inc. (the "Company") is a holding company, formed in April
1992, that conducts its business exclusively through its direct subsidiary,
Revlon Consumer Products Corporation and its subsidiaries ("Products
Corporation"). The Company is an indirect subsidiary of MacAndrews & Forbes
Holdings Inc., a corporation wholly owned by Mafco Holdings Inc.

         The accompanying Consolidated Condensed Financial Statements are
unaudited. In management's opinion, all adjustments (consisting of only normal
recurring accruals) necessary for a fair presentation have been made.

         The Unaudited Consolidated Condensed Financial Statements include the
accounts of the Company after elimination of all material intercompany
balances and transactions. Further, the Company has made a number of estimates
and assumptions relating to the assets and liabilities, the disclosure of
contingent assets and liabilities and the reporting of revenues and expenses
to prepare these financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates.

         The Company recognizes gains and losses on sales of subsidiary stock
in its Statements of Operations.

         The results of operations and financial position, including working
capital, for interim periods are not necessarily indicative of those to be
expected for a full year, due, in part, to seasonal fluctuations which are
normal for the Company's business.

         The Company matches advertising and promotion expenses with sales
revenues for interim reporting purposes. Advertising and promotion expenses
estimated for a full year are charged to earnings for interim reporting
purposes in proportion to the relationship that net sales for such period bear
to estimated full year net sales. As a result, in the first half of 1997 and
1996, disbursements and commitments for advertising and promotion exceeded
advertising and promotion expenses by $44.9 and $33.8, respectively, and such
amounts were deferred.

2.    INVENTORIES

<TABLE>
<CAPTION>
                                                  JUNE 30,       DECEMBER 31,
                                                    1997             1996
                                                  --------         --------
<S>                                              <C>              <C>     
Raw materials and supplies ...................   $   91.9         $   76.6
Work-in-process ..............................       21.6             19.4
Finished goods ...............................      253.6            185.0
                                                  --------         --------
                                                 $  367.1         $  281.0
                                                  ========         ========
</TABLE>


                                      5


<PAGE>
                         REVLON, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
                                  STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


(3)  INITIAL PUBLIC OFFERING

         On March 5, 1996, the Company completed an initial public offering
(the "Offering") in which it issued and sold 8,625,000 shares of its Class A
Common Stock for $24.00 per share. The proceeds, net of underwriter's discount
and related fees and expenses, of $187.8 were used to repay borrowings
outstanding under the credit agreement in effect at that time (the "1995
Credit Agreement") and to pay fees and expenses related to the credit
agreement which became effective on March 5, 1996 (the "1996 Credit
Agreement").

(4)  NET INCOME (LOSS) PER SHARE

         The net income (loss) per share has been computed based upon the
weighted average of shares of common stock outstanding. The effect of
unexercised stock options has not been included as it is either immaterial or
anti-dilutive.

         In March 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share," which establishes new standards for computing and presenting earnings
per share. SFAS No. 128 will be effective for interim and annual financial
statements issued after December 15, 1997. The Company believes that the
adoption of SFAS No. 128 will not have a material impact on the Company's
reported earnings per share.

(5)  EXTRAORDINARY ITEM

         The extraordinary item in the second quarter of 1997 resulted from
the write-off of deferred financing costs associated with the extinguishment
of borrowings under the 1996 Credit Agreement prior to maturity and costs of
approximately $6.3 in connection with the redemption of Products Corporation's
10 7/8% Sinking Fund Debentures due 2010 (the "Sinking Fund Debentures"). The
extinguishment of borrowings under the 1996 Credit Agreement and the
redemption of the Sinking Fund Debentures were financed by the proceeds from a
new credit agreement which became effective in May 1997 (the "Credit
Agreement"). The extraordinary item in the first quarter of 1996 resulted from
the write-off of deferred financing costs associated with the extinguishment
of borrowings under the 1995 Credit Agreement prior to maturity with the net
proceeds from the Offering and proceeds from the 1996 Credit Agreement.

(6)  BUSINESS CONSOLIDATIONS AND OTHER, NET

         In the second quarter of 1997, the Company's retail subsidiary
incurred business consolidation costs, including severance and other costs, in
connection with the consolidation of certain warehouse, distribution and
headquarter operations related to the consummation of the merger with The
Cosmetic Center, Inc. (See Note 7). In addition, the Company incurred business
consolidation costs in connection with the implementation of its business
strategy to rationalize factory operations primarily including severance and
other related costs in certain International operations. These business
consolidation costs were partially offset by an approximately $12.7 settlement
of a claim. In the first quarter of 1997, the Company incurred business
consolidation costs of approximately $5.4 in connection with the implementation
of its business strategy to rationalize factory operations primarily including
severance and other related costs in certain International operations. As of 
June 30, 1997, the balance of the business consolidations liability was 
approximately $20.9, which amounts are included in accrued expenses and other 
and other long-term liabilities.

                                       6



<PAGE>


                         REVLON, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
                                  STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



(7)  MERGER OF SUBSIDIARY

         On April 25, 1997, Prestige Fragrance & Cosmetics, Inc. ("PFC"), a
wholly owned subsidiary of Products Corporation, and The Cosmetic Center, Inc.
("CCI") completed the merger of PFC with and into CCI (the "Merger") with The
Cosmetic Center, Inc. (subsequent to the Merger, "Cosmetic Center" ) surviving
the Merger. In the Merger, Products Corporation received in exchange for all
of the capital stock of PFC newly issued Class C common stock of Cosmetic
Center constituting approximately 85.0% of the outstanding common stock.
Accordingly, the Merger was accounted for as a reverse acquisition using the
purchase method of accounting, and PFC is considered the acquiring entity for
accounting purposes, even though Cosmetic Center is the surviving legal entity. 
The deemed purchase price paid for the acquisition was approximately $27.9 
and the goodwill associated with the Merger was approximately $10.5. The 
Company recognized a gain of $6.0 resulting from the sale of subsidiary stock 
pursuant to the Merger. The results for the Company for the period ended 
June 30, 1997 include the results of operations of Cosmetic Center since the 
effective date of the Merger. 

         The results of Cosmetic Center as reflected in the accounts of the
Company (which, using the Company's basis of presentation, includes buying,
occupancy and distribution costs in SG&A expenses) are as follows (for periods
prior to April 25, 1997, only PFC's results are reported):



<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED     SIX MONTHS ENDED
                                                 JUNE 30,              JUNE 30,
                                           ------------------    ------------------
                                             1997       1996      1997        1996
                                           -------    -------    -------    -------
<S>                                       <C>        <C>        <C>        <C>    
 Net sales ...........................    $  36.5    $  16.3    $  49.3    $  29.0
 Gross profit ........................       14.5        5.8       21.5        9.6
 Business consolidation costs ........        4.0        -          4.0        -
 Operating loss.......................       (4.2)      (0.6)      (6.7)      (3.6)
</TABLE>


         The following represents the summary pro forma information as if the
Merger had occurred at January 1, 1997. The summary pro forma information
below combines the actual results of the Company (including Cosmetic Center
after the Merger) and CCI and PFC (prior to the Merger) and reflects increased
amortization of goodwill, increased interest expense and certain income tax
adjustments related to the Merger that would have been incurred had the Merger
occurred on January 1, 1997. The summary pro forma information is not
necessarily indicative of the results of operations of the Company had the
Merger occurred at January 1, 1997, nor is it necessarily indicative of future
results.


<TABLE>
<CAPTION>

                                                       SIX MONTHS ENDED
                                                        JUNE 30, 1997
                                                       ----------------
<S>                                                     <C>          
Net sales.........................................      $     1,100.3
Operating income..................................               58.8
Loss before extraordinary item....................      $       (19.6)
                                                       ===============
Loss before extraordinary item per common share...      $       (0.38)
                                                       ===============
</TABLE>



                                       7



<PAGE>


                         REVLON, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
                                  STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)



(8)  NEW CREDIT AGREEMENT

         In May 1997, Products Corporation entered into the Credit Agreement
with a syndicate of lenders, whose individual members change from time to
time. The proceeds of loans made under the Credit Agreement were used to repay
the loans outstanding under the 1996 Credit Agreement and to redeem 
the Sinking Fund Debentures and will be used for general corporate 
purposes or, in the case of the Acquisition Facility (as defined herein), the 
financing of acquisitions.

         The Credit Agreement is comprised of five senior secured facilities:
a $115.0 initial term loan facility (the "Term Loan Facility"), an $85.0
deferred draw term loan facility (the "Deferred Draw Term Loan Facility" and,
together with the Term Loan Facility, the "Term Loan Facilities"), a $300.0
multi-currency facility (the "Multi-Currency Facility"), a $200.0 revolving
acquisition facility, which may be increased to $400.0 under certain
circumstances with the consent of a majority of the lenders (the "Acquisition
Facility") and a $50.0 special standby letter of credit facility (the "Special
LC Facility" and together with the Term Loan Facility, the Deferred Draw Term
Loan Facility, the Multi-Currency Facility and the Acquisition Facility, the
"Credit Facilities"). The Multi-Currency Facility is available (i) to Products
Corporation, in revolving credit loans denominated in U.S. dollars (the
"Revolving Credit Loans"), (ii) to Products Corporation, in standby and
commercial letters of credit denominated in U.S. dollars (the "Operating
Letters of Credit") and (iii) to Products Corporation and certain of its
international subsidiaries designated from time to time in revolving credit
loans and bankers' acceptances denominated in U.S. dollars and other
currencies (the "Local Loans"). At June 30, 1997 Products Corporation had
approximately $115.0 outstanding under the Term Loan Facility, zero
outstanding under the Deferred Draw Term Loan Facility, $196.2 outstanding
under the Multi-Currency Facility, zero outstanding under the Acquisition
Facility and $34.4 outstanding under the Special LC Facility.

         The Credit Facilities (other than loans in foreign currencies) bear
interest at a rate equal to, at Products Corporation's option, either (A) the
Alternate Base Rate plus 1/2 of 1% (or 1.5% for Local Loans); or (B) the
Eurodollar Rate plus 1.5%. Loans in foreign currencies bear interest at a rate
equal to the Eurocurrency Rate or, in the case of Local Loans, the local
lender rate, in each case plus 1.5%. The applicable margin is reduced (or
increased, but not above 3/4 of 1% for Alternate Base Rate Loans not
constituting Local Loans and 1.75% for other loans) in the event Products
Corporation attains (or fails to attain) certain leverage ratios. Products
Corporation pays the Lender a commitment fee of 3/8 of 1% of the unused
portion of the Credit Facilities, subject to reduction (or increase, but not
above 1/2 of 1%) based on attaining (or failing to attain) certain leverage
ratios. Products Corporation also paid certain facility and other fees to the
lenders and agents upon closing of the Credit Agreement. Prior to its
termination date, the commitments under the Credit Facilities will be reduced
by: (i) the net proceeds in excess of $10.0 each year received during such
year from sales of assets by Holdings (or certain of its subsidiaries),
Products Corporation or any of its subsidiaries (and $25.0 with respect to
certain specified dispositions), subject to certain limited exceptions, (ii)
certain proceeds from the sales of collateral security granted to the lenders,
(iii) the net proceeds from the issuance by Holdings, Products Corporation or
any of its subsidiaries of certain additional debt, (iv) 50% of the excess
cash flow of Products Corporation and its subsidiaries (unless certain
leverage ratios are attained) and (v) certain scheduled reductions in the case
of the Term Loan Facilities, which commence on May 31, 1998 in the aggregate
amount of $1.0 annually over the remaining life of the Credit Agreement, and
in the case of the Acquisition Facility, which will commence on December 31,
1999 in the amount of $25.0, $60.0 during 2000, $90.0 during 2001 and $25.0
during 2002 (which reductions will be proportionately increased if the
Acquisition Facility is increased). The Credit Agreement will terminate on May
30, 2002. The weighted average interest rates on the Term Loan Facility and
the Multi-Currency Facility were 6.5%, and 7.4% per annum, respectively, as of
June 30, 1997. Effective as of July 31, 1997, the interest rates under the 
Credit Facilities were reduced by .25%.

         The Credit Facilities, subject to certain exceptions and limitations,
are supported by guarantees from Holdings and certain of its subsidiaries, the
Company and the domestic subsidiaries of Products Corporation. The obligations
of Products Corporation under the Credit Facilities and the obligations under
the aforementioned guarantees are secured, subject to certain limitations, by
(i) mortgages on Holdings' Edison, New Jersey and Products Corporation's
Phoenix, Arizona facilities; (ii) the capital stock of Products Corporation
and its domestic subsidiaries and 66% of the capital 

                                      8

<PAGE>
                         REVLON, INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
                                  STATEMENTS
                 (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)


stock of its first tier foreign subsidiaries and the capital stock of certain
subsidiaries of Holdings; (iii) domestic intellectual property and certain
other domestic intangibles of (x) Products Corporation and its domestic
subsidiaries (other than Cosmetic Center) and (y) certain subsidiaries of
Holdings; (iv) domestic inventory and accounts receivable of (x) Products
Corporation and its domestic subsidiaries (other than Cosmetic Center) and (y)
certain subsidiaries of Holdings; and (v) the assets of certain foreign
subsidiary borrowers under the Multi-Currency Facility (to support their
borrowings only). The Credit Agreement provides that the liens on the stock
and personal property referred to above may be shared from time to time with
specified types of other obligations incurred or guaranteed by Products
Corporation, such as interest rate hedging obligations, working capital lines
and the Company's Yen-denominated credit agreement (the "Yen Credit
Agreement").

         The Credit Agreement contains various material restrictive covenants
prohibiting Products Corporation from (i) incurring additional indebtedness or
guarantees, with certain exceptions, (ii) making dividend, tax sharing and
other payments or loans to the Company or other affiliates, with certain
exceptions, including among others, permitting Products Corporation to pay
dividends and make distributions to the Company, among other things, to enable
the Company to pay expenses incidental to being a public holding company,
including, among other things, professional fees such as legal and accounting,
regulatory fees such as Securities and Exchange Commission ("Commission")
filing fees and other miscellaneous expenses related to being a public holding
company, and to pay dividends or make distributions in certain circumstances
to finance the purchase by the Company of its common stock in connection with
the delivery of such common stock to grantees under any stock option plan,
provided that the aggregate amount of such dividends and distributions taken
together with any purchases of Company common stock on the market to satisfy
matching obligations under an excess savings plan may not exceed $6.0 per
annum, (iii) creating liens or other encumbrances on their assets or revenues,
granting negative pledges or selling or transferring any of their assets
except in the ordinary course of business, all subject to certain limited
exceptions, (iv) with certain exceptions, engaging in merger or acquisition
transactions, (v) prepaying indebtedness, subject to certain limited
exceptions, (vi) making investments, subject to certain limited exceptions,
and (vii) entering into transactions with affiliates of Products Corporation
other than upon terms no less favorable to Products Corporation or its
subsidiaries than it would obtain in an arms' length transaction. In addition
to the foregoing, the Credit Agreement contains financial covenants requiring
Products Corporation to maintain minimum interest coverage, and covenants
which limit the leverage ratio of Products Corporation and the amount of
capital expenditures.

(9)  COSMETIC CENTER CREDIT FACILITY

      In connection with the Merger, Cosmetic Center entered into a loan and
security agreement (the "Cosmetic Center Facility"). Cosmetic Center paid the 
then outstanding balance of $14.0 on CCI's former credit agreement with 
borrowings under the Cosmetic Center Facility. On April 28, 1997, Cosmetic
Center used approximately $21.2 of borrowings under the Cosmetic Center
Facility to fund the cash election associated with the Merger. The Cosmetic
Center Facility, which expires on April 30, 1999, provides up to $70.0 of
revolving credit tied to a borrowing base of 65% of Cosmetic Center's eligible
inventory, as defined in the Cosmetic Center Facility. Borrowings under the
Cosmetic Center Facility are secured by Cosmetic Center's accounts receivable
and inventory (and proceeds therefrom). Under the Cosmetic Center Facility,
Cosmetic Center may borrow at the London Inter-Bank Offered Rate ("LIBOR") plus
2.25% or at the bank's prime rate plus 0.5%. Cosmetic Center also pays a
commitment fee equal to one-quarter of one percent per annum. Interest is
payable on a monthly basis except for interest on LIBOR rate loans with a
maturity of less than three months, which is payable at the end of the LIBOR
rate loan period and interest on LIBOR rate loans with a maturity of more than
three months which is payable every three months. If Cosmetic Center terminates
the Cosmetic Center Facility, Cosmetic Center is obligated to pay a prepayment
penalty of $0.7 if the termination occurs before the first anniversary date of
the Cosmetic Center Facility and $0.2 if the termination occurs after the
first anniversary date. The Cosmetic Center Facility contains various
restrictive covenants and requires Cosmetic Center to maintain a minimum
tangible net worth and an interest coverage ratio. At June 30, 1997, Cosmetic
Center had approximately $33.0 outstanding under the Cosmetic Center Facility.

(10)  SUBSEQUENT EVENT

      Effective July 1, 1997, Revlon Holdings Inc. contributed to Products 
Corporation substantially all of the assets and liabilities of the Bill Blass 
business not already owned by Products Corporation (the "Blass Business").  The
net assets contributed were $0.0.  The contributed assets and liabilities will 
be accounted for at historical cost in a manner similar to that of a pooling 
of interests and, accordingly, prior period financial statements will be 
restated as if the contribution took place at the beginning of the earliest 
period.  For the three months ended June 30, 1997 and 1996, the Blass Business' 
net sales were $0.2 and $0.3, respectively, and loss before income taxes was 
$0.1 and $0.1, respectively.  For the six months ended June 30, 1997 and 1996, 
the Blass Business' net sales were $0.6 and $0.6, respectively, and income 
(loss) before income taxes was $0.1 and ($0.2), respectively. 





                                       9



<PAGE>


                         REVLON, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)


OVERVIEW

         The Company operates in a single business segment with many different
products, which include an extensive array of glamorous, exciting and
innovative cosmetics and skin care, fragrance and personal care products, and
professional products, consisting of hair and nail care products principally
for use in and resale by professional salons. In addition, the Company also
operates retail outlet stores and has a licensing group.

         The Company presents its business geographically as its United States
operation, which comprises the Company's business in the United States, and
its International operation, which comprises its business outside of the
United States.

RESULTS OF OPERATIONS

         The following table sets forth the Company's net sales by operation
for the three months and six months ended June 30, 1997 and 1996,
respectively:


<TABLE>
<CAPTION>


                                             THREE MONTHS ENDED          SIX MONTHS ENDED
                                                   JUNE 30,                  JUNE 30,
                                           ----------------------    ------------------------
                                              1997        1996          1997          1996
                                           ---------    ---------    ----------    ----------
Net sales:
<S>                                       <C>          <C>          <C>           <C>       
    United States......................   $   343.7    $   293.4    $    626.2    $    553.0
    International......................       228.5        224.5         438.5         429.2
                                           ---------    ---------    ----------    ----------
                                          $   572.2    $   517.9    $  1,064.7    $    982.2
                                           =========    =========    ==========    ==========
</TABLE>


         The following sets forth certain statements of operations data as a
percentage of net sales for the three months and six months ended June 30,
1997 and 1996, respectively:


<TABLE>
<CAPTION>

                                             THREE MONTHS ENDED          SIX MONTHS ENDED
                                                   JUNE 30,                  JUNE 30,
                                           ----------------------    ------------------------
                                              1997        1996          1997          1996
                                           ---------    ---------    ----------    ----------
<S>                                             <C>          <C>           <C>           <C>   
    Cost of sales......................         35.3 %       33.0 %        34.6 %        32.9 %
    Gross profit.......................         64.7         67.0          65.4          67.1
    Selling, general and administrative
        expenses.......................         56.4         58.8          58.8          61.1
    Business consolidation costs and
        other, net.....................          0.7          -             0.9           -
    Operating income...................          7.6          8.2           5.7           6.0
</TABLE>




 Net sales

         Net sales were $572.2 and $517.9 for the second quarter of 1997 and
1996, respectively, an increase of $54.3, or 10.5%, and were $1,064.7 and
$982.2 for the first half of 1997 and 1996, respectively, an increase of
$82.5, or 8.4%, primarily as a result of successful new product introductions
worldwide, increased demand in the United States, the impact of net sales of
Cosmetic Center after April 25, 1997, increased distribution internationally
into the expanding self-select distribution channel and the further
development of new international markets.

         United States. The United States operation's net sales increased to
$343.7 for the second quarter of 1997 from $293.4 for the second quarter of
1996, an increase of $50.3, or 17.1%, and increased to $626.2 in the first
half of 1997 from $553.0 for the first half of 1996, an increase of $73.2, or
13.2%. Net sales improved for the second quarter and first half of 1997
primarily as a result of continued consumer acceptance of new product
offerings, general improvement in consumer demand for the Company's color
cosmetics in the United States and the impact of Cosmetic Center's net sales
of approximately $18.6, net of certain intercompany eliminations and
adjustments from and after April 25, 1997, partially offset by overall
softness in the fragrance industry. The Company's dollar share of its Revlon 
branded cosmetics in the color cosmetics business in the United States 
self-select distribution channel was 21.6% for the first half of 1997 and 
1996, continuing as the number one brand in market share. Market share, which 
is subject to a number of conditions, can vary from quarter to quarter 

                                      10

<PAGE>
                         REVLON, INC. AND SUBSIDIARIES

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)


as a result of such things as timing of new product introductions and
advertising and promotional spending. New product introductions (including, in
1997, certain products launched during 1996) generated incremental net sales
in the second quarter and first half of 1997, principally as a result of
launches of products in the COLORSTAY collection, including COLORSTAY
foundation, lip makeup, eye makeup, and blush, launches of products in the
ALMAY AMAZING collection, including lip makeup, eye makeup, face makeup and
concealer and launches of REVLON AGE DEFYING line extensions, STREETWEAR nail
enamel, NEW COMPLEXION face makeup, LINE & SHINE lip makeup and ALMAY TIME-OFF
REVITALIZER.

         International. The International operation's net sales increased to
$228.5 for the second quarter of 1997 from $224.5 for the second quarter of
1996, an increase of $4.0, or 1.8% on a reported basis or 5.3% on a constant
U.S. dollar basis, and increased to $438.5 for the first half of 1997 from
$429.2 for the first half of 1996, an increase of $9.3, or 2.2% on a reported
basis or 5.8% on a constant U.S. dollar basis. Net sales improved for the
second quarter and first half of 1997 principally as a result of successful
new product introductions, including the continued roll-out of the COLORSTAY
cosmetics collection, increased distribution into the expanding self-select
distribution channel and the further development of new international markets,
partially offset by sales lost in exiting the unprofitable
demonstrator-assisted channel in Japan, by less favorable economic conditions 
in several international markets, and, on a reported basis, by the unfavorable 
effect on sales of a stronger U.S. dollar against certain foreign currencies, 
primarily the Spanish peseta and several other European currencies, the South 
African rand and the Japanese yen. The International operation's sales are 
divided into the following geographic areas: Europe, which is comprised of 
Europe, the Middle East and Africa (in which net sales increased by 4.6% to 
$104.2 for the second quarter of 1997 as compared to the second quarter of 
1996, and increased by 2.4% to $199.7 for the first half of 1997 as compared 
to the first half of 1996); the Western Hemisphere, which is comprised of 
Canada, Mexico, Central America, South America and Puerto Rico (in which net 
sales increased by 5.6% to $78.8 for the second quarter of 1997 as compared to
the second quarter of 1996, and increased by 8.6% to $153.4 for the first half
of 1997 as compared to the first half of 1996); and the Far East (in which net
sales decreased by 9.6% to $45.5 for the second quarter of 1997 as compared to
the second quarter of 1996, and decreased by 8.2% to $85.4 for the first half 
of 1997 as compared to the first half of 1996). Excluding in both periods the 
effect of the Company's strategy of exiting the demonstrator-assisted 
distribution channel in Japan, Far East net sales for the second quarter and 
first half of 1997 would have been at approximately the same level as those in 
the second quarter and first half of 1996. 

         The Company's operations in Brazil are significant and, along with
operations in certain other countries, have been subject to, and may continue
to be subject to, significant political and economic uncertainties. In Brazil,
net sales, operating income and income before taxes were $31.4, $2.3 and $0.5,
respectively, for the second quarter of 1997 compared to $33.3, $6.3, $5.2,
respectively, for the second quarter of 1996 and were $65.7, $9.1, $4.9,
respectively, for the first half of 1997 compared to $64.9, $13.7 and $11.2,
respectively, for the first half of 1996. Results of operations in Brazil for
the 1997 periods were adversely impacted by less favorable economic conditions
and competitive activity affecting the Company's toiletries business. In 
Mexico, operating results for the first half of 1997 and 1996 were adversely 
affected by the continued weakness of the Mexican economy. Effective January 
1997, Mexico is considered a hyperinflationary economy. In Venezuela, operating
results for the first half of 1997 and 1996 were adversely affected by high 
inflation and in the 1996 period by a currency devaluation.

 Cost of sales

         As a percentage of net sales, cost of sales was 35.3% for the second
quarter of 1997 compared to 33.0% for the second quarter of 1996, and 34.6%
for the first half of 1997 compared to 32.9% for the first half of 1996,
respectively. The increase in cost of sales as a percentage of net sales is
due primarily to changes in product mix involving increased sales of the
Company's higher cost enhanced-performance technology-based products, an
increase in export sales, increased sales of lower margin products (such as
those products sold by the Company's retail subsidiary, Cosmetic Center), the
effect of weaker local currencies on the cost of imported purchases and
competitive pressures on the Company's toiletries business in certain
International markets. These factors were partially offset by the benefits of
improved overhead absorption against higher production volumes and more
efficient global production and purchasing. The aforementioned increases in
sales that negatively impacted cost of sales as a percentage of net sales
were, however, more profitable to the Company's overall operating results.

                                      11

<PAGE>
                         REVLON, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)


 Selling, general & administrative ("SG&A") expenses

         As a percentage of net sales, SG&A expenses were 56.4% for the second
quarter of 1997, an improvement from 58.8% for the second quarter of 1996, and
58.8% for the first half of 1997, an improvement from 61.1% for the first half
of 1996. SG&A expenses other than advertising expense, as a percentage of net
sales, improved to 40.5% for the second quarter of 1997 compared with 43.2%
for the second quarter of 1996 and improved to 42.7% for the first half of
1997 compared with 45.1% for the first half of 1996, primarily as a result of
reduced general and administrative expenses, improved productivity and lower
distribution costs in the first half of 1997 compared with the first half of
1996. In accordance with its business strategy, the Company increased
advertising and consumer-directed promotions in the second quarter and first
half of 1997 compared with the comparable 1996 periods to support growth in
existing product lines, new product launches and increased distribution in the
self-select distribution channel in many of the Company's markets in the
International operation. Advertising expense increased by 12.3% to $91.1, or
15.9% of net sales, for the second quarter of 1997 from $81.1, or 15.7% of net
sales, for the second quarter of 1996 and increased by 9.3% to $171.4, or
16.1% of net sales, for the first half of 1997 from $156.8, or 16.0% of net
sales, for the first half of 1996.

 Business consolidation costs and other, net

         In the second quarter of 1997, the Company's retail subsidiary,
Cosmetic Center, incurred business consolidation costs, including severance
and other costs related to the Merger, in connection with the consolidation of
certain warehouse, distribution and headquarter operations related to the
consummation of the Merger. In addition, the Company incurred business
consolidation costs in connection with the implementation of its business
strategy to rationalize factory operations primarily including severance and
other related costs in certain International operations. These business
consolidation costs were partially offset by an approximately $12.7 settlement
of a claim. In the first quarter of 1997, the Company incurred business
consolidation costs of approximately $5.4 in connection with the implementation
of its business strategy to rationalize factory operations primarily including 
severance and other related costs in certain International operations. These 
business consolidations are intended to lower the Company's operating costs and
increase efficiency in the future. Certain facilities relating to the 
International operations are held for sale, and the Company believes it may 
realize a gain upon any such sale based upon current estimated market values.

 Operating income

         As a result of the foregoing, operating income increased by $1.2, or
2.8%, to $43.8 for the second quarter of 1997 from $42.6 for the second
quarter of 1996 and increased by $2.0, or 3.4%, to $60.9 for the first half of
1997 from $58.9 for the first half of 1996.

 Other expenses/income

         Interest expense was $33.6 for the second quarter of 1997 compared to
$31.7 for the second quarter of 1996 and $66.9 for the first half of 1997
compared to $66.0 for the first half of 1996. The increase in interest expense
is attributable to higher average outstanding borrowings partially offset by
lower interest rates.

         Gain on sale of subsidiary stock of $6.0 was recognized in the second
quarter of 1997 as a result of the Merger.

         Foreign currency losses, net, were $1.0 for the second quarter of
1997 compared to $1.7 for the second quarter of 1996 and $2.8 for the first
half of 1997 compared to $3.8 for the first half of 1996. The reduction in the
foreign currency loss in the second quarter of 1997 as compared to 1996
resulted primarily from the strengthening of the Japanese yen versus the U.S.
dollar, and the reduction in the first half of 1997 as compared to the
corresponding 1996 period was due to a stable Venezuelan bolivar versus the
devaluation which occurred during the first half of 1996, partially offset by
the stronger U.S. dollar and U.K. pound against certain foreign currencies.

                                      12

<PAGE>


                         REVLON, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)


 Provision for income taxes

         The provision for income taxes was $3.5 and $5.9 for the second
quarter of 1997 and 1996, respectively, and $9.0 and $12.9 for the first half
of 1997 and 1996, respectively. The decrease was primarily attributable to the
implementation of tax planning involving the utilization of net operating loss
carryforwards in certain International operations, partially offset by higher
taxable income in certain International operations.

Extraordinary item

         The extraordinary item in the second quarter of 1997 resulted from
the write-off of deferred financing costs associated with the extinguishment
of borrowings under the 1996 Credit Agreement prior to maturity with proceeds
from the Credit Agreement, and costs of approximately $6.3 in connection with
the redemption of Products Corporation's Sinking Fund Debentures. The
extraordinary item in the first quarter of 1996 resulted from the write-off of
deferred financing costs associated with the extinguishment of borrowings
under the 1995 Credit Agreement prior to maturity with the net proceeds from
the Offering and proceeds from the 1996 Credit Agreement.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

         Net cash used for operating activities was $86.5 and $114.4 for the
first half of 1997 and 1996, respectively. The decrease in net cash used for
operating activities for the first half of 1997 compared with the first half
of 1996 resulted primarily from higher operating income and improved working
capital management, partially offset by increased spending on merchandise
display units in connection with the Company's continued expansion into the
self-select distribution channel.

         Net cash used for investing activities was $42.4 and $30.6 for the
first half of 1997 and 1996, respectively. Net cash used for investing
activities for the first half of 1997 and 1996 consisted primarily of capital
expenditures and in the 1997 period included $19.9 for cash paid in connection
with the cash election pursuant to the Merger.

         Net cash provided by financing activities was $131.1 and $133.4 for
the first half of 1997 and 1996, respectively. Net cash provided by financing
activities for the first half of 1997 included cash drawn under the 1996 Credit
Agreement, the Credit Agreement and Cosmetic Center's Facility, partially 
offset by the repayment of borrowings under the 1996 Credit Agreement, the 
payment of fees and expenses related to the Credit Agreement, the repayment 
of borrowings under the Yen Credit Agreement and repayment of borrowings 
under CCI's former credit agreement. Net cash provided by financing activities 
for the first half of 1996 included the net proceeds from the Offering,
cash drawn under the 1995 Credit Agreement and under the 1996 Credit Agreement, 
partially offset by the repayment of borrowings under the 1995 Credit Agreement,
the payment of fees and expenses related to the 1996 Credit Agreement and the 
repayment of borrowings under the Yen Credit Agreement.

         In May 1997, Products Corporation entered into the Credit Agreement
with a syndicate of lenders, whose individual members change from time to
time. The proceeds of loans made under the Credit Agreement were used for the
purpose of repaying the loans outstanding under the 1996 Credit Agreement and
to redeem the Sinking Fund Debentures and will be used for general 
corporate purposes or, in the case of the Acquisition Facility (as 
defined herein), the financing of acquisitions.

         A subsidiary of Products Corporation is the borrower under the Yen
Credit Agreement, which had a principal balance of approximately (Y)4.3
billion as of June 30, 1997 (approximately $37.6 U.S. dollar equivalent as of
June 30, 1997). In accordance with the terms of the Yen Credit Agreement,
approximately (Y)539 million (approximately $5.2 U.S. dollar equivalent) was
paid in January 1996 and approximately (Y)539 million (approximately $4.6 U.S.
dollar equivalent) was paid in January 1997. In June 1997, Products
Corporation amended and restated the Yen Credit Agreement to extend the term
to December 31, 2000 subject to earlier termination under certain
circumstances. In accordance with the terms of the Yen Credit Agreement, as
amended and restated, approximately (Y)539 million (approximately $4.7 U.S.
dollar equivalent as of June 30, 1997) is due in 

                                      13

<PAGE>
                         REVLON, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)


each of March 1998, 1999 and 2000 and (Y)2.7 billion (approximately $23.5 U.S.
dollar equivalent as of June 30, 1997) is due on December 31, 2000.

         Products Corporation made an optional sinking fund payment of $13.5
and redeemed all of the outstanding Sinking Fund Debentures on July 15, 1997
with the proceeds of borrowings under the Credit Agreement. $9.0 aggregate
principal amount of previously purchased Sinking Fund Debentures were used for
the mandatory sinking fund payment due July 15, 1997.

         Products Corporation borrows funds from its affiliates from time to
time to supplement its working capital borrowings at interest rates more
favorable to Products Corporation than interest rates under the Credit
Agreement. No such borrowings were outstanding as of June 30, 1997.

         The Company's principal sources of funds are expected to be cash flow
generated from operations and borrowings under the Credit Agreement and other
existing working capital lines. Various debt instruments and agreements contain
certain provisions that by their terms limit the Company's and/or its 
subsidiaries' ability to, among other things, incur additional debt. The
Company's principal uses of funds are expected to be the payment of operating
expenses, working capital and capital expenditure requirements and debt 
service payments.

         The Company estimates that capital expenditures for 1997 will be
approximately $60, including approximately $10 for upgrades to the Company's
management information systems. Pursuant to a tax sharing agreement, Revlon,
Inc. may be required to make tax sharing payments to Mafco Holdings Inc. as if
Revlon, Inc. were filing separate income tax returns, except that no payments
are required by Revlon, Inc. if and to the extent that Products Corporation is
prohibited under the Credit Agreement from making tax sharing payments to
Revlon, Inc. The Credit Agreement prohibits Products Corporation from making
any cash tax sharing payments other than in respect of state and local income
taxes. Revlon, Inc. anticipates that, as a result of net operating tax losses
and prohibitions under the Credit Agreement, no federal tax payments or
payments in lieu of taxes pursuant to the tax sharing agreement will be made
for 1997.

         As of June 30, 1997, Products Corporation was party to a series of
interest rate swap agreements (which expire at various dates through December
2001) totaling a notional amount of $225.0 in which Products Corporation
agreed to pay on such notional amount a variable interest rate equal to the
six month LIBOR (5.81% per annum at July 30, 1997) to its counterparties and
the counterparties agreed to pay on such notional amounts fixed interest rates
averaging approximately 6.03% per annum. Products Corporation entered into
these agreements in 1993 and 1994 (and in the first quarter of 1996 extended a
portion equal to a notional amount of $125.0 through December 2001) to convert
the interest rate on $225.0 of fixed-rate indebtedness to a variable rate. If
Products Corporation had terminated these agreements, which Products
Corporation considers to be held for other than trading purposes, on June 30,
1997, a loss of approximately $3.6 would have been realized. Certain other
swap agreements were terminated in 1993 for a gain of $14.0. The amortization
of the realized gain on these agreements for the first half of 1997 was
approximately $1.6. The remaining unamortized gain, which is being amortized
over the original lives of the agreements, is $1.5 as of June 30, 1997.
Although cash flow from the presently outstanding agreements was slightly
positive for the first half of 1997, future positive or negative cash flows
from these agreements will depend upon the trend of short-term interest rates
during the remaining lives of such agreements. Based on current interest rate
levels, Products Corporation expects to have break even cash flow from these
agreements in 1997, although no assurances can be given that short-term
interest rates will not rise above current levels. In the event of
nonperformance by the counterparties at any time during the remaining lives of
the agreements, Products Corporation could lose some or all of any possible
future positive cash flows from these agreements. However, Products
Corporation does not anticipate nonperformance by such counterparties,
although no assurances can be given.

         Products Corporation enters into forward foreign exchange contracts
from time to time to hedge certain cash flows denominated in foreign
currencies. At June 30, 1997, Products Corporation had forward foreign
exchange contracts denominated in various currencies of approximately $16.6
(U.S. dollar equivalent). If Products Corporation had terminated these
contracts on June 30, 1997, no material gain or loss would have been realized.

                                      14

<PAGE>
                         REVLON, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)
         Based upon the Company's current level of operations and anticipated
growth in net sales and earnings as a result of its business strategy, the
Company expects that cash flows from operations and funds from currently
available credit facilities and refinancings of existing indebtedness will be
sufficient to enable the Company to meet its anticipated cash requirements for
the foreseeable future on a consolidated basis, including for debt service.
However, there can be no assurance that cash flow from operations and funds
from existing credit facilities and refinancing of existing indebtedness will
be sufficient to meet the Company's cash requirements on a consolidated basis.
If the Company is unable to satisfy such cash requirements, the Company could
be required to adopt one or more alternatives, such as reducing or delaying
capital expenditures, restructuring indebtedness, selling assets or
operations, seeking capital contributions or loans from affiliates of the
Company or issuing additional shares of capital stock of the Company. Revlon,
Inc., as a holding company, will be dependent on the earnings and cash flow
of, and dividends and distributions from Products Corporation to pay its
expenses and to pay any cash dividends or distributions on the Class A Common
Stock that may be authorized by the Board of Directors of Revlon, Inc. The
terms of the Credit Agreement, the Senior Subordinated Notes, the 1999 Senior
Notes and the Senior Notes generally restrict Products Corporation from paying
dividends or making distributions, except that Products Corporation is
permitted to pay dividends and make distributions to the Company, among other
things, to enable the Company to pay expenses incidental to being a public
holding company, including, among other things, professional fees such as
legal and accounting, regulatory fees such as Commission filing fees and other
miscellaneous expenses related to being a public holding company and to pay
dividends or make distributions in certain circumstances to finance the
purchase by the Company of its Class A Common Stock in connection with the
delivery of such Class A Common Stock to grantees under the Revlon, Inc. 1996
Stock Plan provided that the aggregate amount of such dividends and
distributions taken together with any purchases of Revlon, Inc. common stock
on the open market to satisfy matching obligations under the excess savings
plan may not exceed $6.0 per annum.

FORWARD-LOOKING STATEMENTS

         This quarterly report on Form 10-Q for the quarter ended June 30,
1997 as well as other public documents of the Company contain forward-looking
statements which involve risks and uncertainties. The Company's actual results
may differ materially from those discussed in such forward-looking statements.
Such statements include, without limitation, the Company's expectation and
estimates as to introduction of new products, future financial performance,
including growth in net sales and earnings, cash flows from operations,
improved results from business consolidations, the possibility of gains from
dispositions of facilities held for sale, capital expenditures and the
availability of funds from refinancings of indebtedness, capital contributions
or loans from affiliates, the sale of assets or additional shares of Revlon,
Inc. Readers are urged to consider statements which use the terms "believes,"
"no reason to believe," "expects," "plans," "intends," "estimates,"
"anticipated" or "anticipates" to be uncertain and forward-looking. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions. In
addition to factors that may be described in the Company's Commission filings,
including this filing, the following factors, among others, could cause the
Company's actual results to differ materially from those expressed in any
forward-looking statements made by the Company: (i) difficulties or delays in
developing and introducing new products or failure of customers to accept new
product offerings; (ii) changes in consumer preferences, including reduced
consumer demand for the Company's color cosmetics and other current products;
(iii) difficulties or delays in the Company's continued expansion into the
self-select distribution channel and development of new markets; (iv)
unanticipated costs or difficulties or delays in completing projects
associated with the Company's strategy to improve operating efficiencies,
including information system upgrades; (v) the inability to refinance
indebtedness, secure capital contributions or loans from affiliates or sell
assets or additional shares of Revlon, Inc.; (vi) effects of and changes in
economic conditions, including inflation and monetary conditions, and in
trade, monetary, fiscal and tax policies in countries outside of the U.S. in
which the Company operates, including Brazil; (vii) actions by competitors,
including business combinations, technological breakthroughs, new product
offerings and marketing and promotional successes; (viii) difficulties or
delays in realizing improved results from business consolidations and in
realizing gains from the sale of certain facilities held for sale; and (ix)
combinations among significant customers or the loss, insolvency or failure to
pay its debts by a significant customer or customers.

                                      15



<PAGE>


                         REVLON, INC. AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                            RESULTS OF OPERATIONS
                             (DOLLARS IN MILLIONS)

EFFECT OF NEW ACCOUNTING STANDARD

         In March 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings Per Share," which establishes new standards for computing
and presenting earnings per share. SFAS No. 128 will be effective for interim
and annual financial statements issued after December 15, 1997. The Company
believes that the adoption of SFAS No. 128 will not have a material impact on
the Company's reported earnings per share.

P
ART II - OTHER INFORMATION

(a)      EXHIBITS
Exhibit No.

*4.11 Third Amended and Restated Credit Agreement dated as of June 30, 1997
between Pacific Finance & Development Corporation and the Long-Term Credit
Bank, Ltd.

4.18 Amended and Restated Credit Agreement, dated as of May 30, 1997, among
Products Corporation, The Chase Manhattan Bank, Citibank N.A., Lehman
Commercial Paper Inc., Chase Securities Inc. and the lenders party thereto.
(Incorporated by reference to Exhibit 4.23 to Amendment No. 2 to the Form S -
1 of Revlon Worldwide (Parent) Corporation, filed with the Securities and
Exchange Commission on June 26, 1997, File No. 333-23451).

*10.24  The Revlon Excess Savings Plan for Key Employees.


- -------------------------
* Filed herewith.

(b)      REPORTS ON FORM 8-K - None

                              S I G N A T U R E S

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 REVLON, INC.
                                  Registrant

By:/s/William J. Fox                    By:/s/Lawrence E. Kreider
- --------------------------------------  ---------------------------------------
      William J. Fox                          Lawrence E. Kreider
      Senior Executive Vice President         Senior Vice President, Controller
      and Chief Financial Officer             and Chief Accounting Officer

Dated:  August 13, 1997



                                      16











<PAGE>





- -------------------------------------------------------------------------------





                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of June 30, 1997

                                    between

                      PACIFIC FINANCE & DEVELOPMENT CORP.

                                      and

                   THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
                     acting through its Los Angeles Agency





- -------------------------------------------------------------------------------


<PAGE>

                               TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I..................................................................  2

1.01  DEFINITIONS..........................................................  2

1.02  ACCOUNTING TERMS..................................................... 12

1.03  INTERPRETATION....................................................... 12

ARTICLE II................................................................. 13

2.01  THE LOAN............................................................. 13

2.02  INTEREST PERIOD SELECTION............................................ 13

2.03  INTEREST ON THE LOAN................................................. 13
                                                                            
2.04  NOTE................................................................. 14
                                                                            
2.05  FEES................................................................. 14
                                                                            
2.06  MANDATORY REPAYMENT OF THE LOAN...................................... 15
                                                                            
2.07  PAYMENTS; CALCULATIONS; OVERDUE INTEREST; APPLICATION................ 17
                                                                            
2.08  OPTIONAL PREPAYMENT.................................................. 17
                                                                            
2.09  BUSINESS DAY......................................................... 18
                                                                            
2.10  SET-OFF.............................................................. 18
                                                                            
ARTICLE III................................................................ 19
                                                                           
                                       i

<PAGE>

                                                                           Page
                                                                           ----

3.01  LEGAL RESTRICTIONS................................................... 19
                                                                            
3.02  FUNDING LOSSES....................................................... 19
                                                                            
3.03  INCREASED COSTS...................................................... 20
                                                                            
3.04  TAX FORMS............................................................ 21
                                                                            
3.05  NET PAYMENTS......................................................... 21
                                                                            
ARTICLE IV................................................................. 22
                                                                            
4.01  CONDITIONS PRECEDENT TO EFFECTIVENESS................................ 22
                                                                            
ARTICLE V.................................................................. 24
                                                                            
5.01  CORPORATE EXISTENCE AND POWER........................................ 24
                                                                            
5.02  CORPORATE AND GOVERNMENTAL ACTION; NO CONTRAVENTION.................. 24
                                                                            
5.03  BINDING EFFECT....................................................... 25
                                                                            
5.04  FINANCIAL CONDITION.................................................. 25
                                                                            
5.05  OWNERSHIP............................................................ 25
                                                                            
5.06  LITIGATION; COMPLIANCE............................................... 25
                                                                            
5.07  ABSENCE OF DEFAULT IN OTHER AGREEMENTS............................... 25
                                                                            
5.08  COMPLIANCE WITH ERISA................................................ 26
                                                                           
                                      ii

<PAGE>

                                                                           Page
                                                                           ----

5.09  TAXES................................................................ 26
                                                                            
5.10  TITLE................................................................ 27
                                                                            
5.11  CERTAIN REGULATIONS.................................................. 27
                                                                            
5.12  NO MARGIN STOCK...................................................... 27
                                                                            
5.13  HAZARDOUS MATERIALS.................................................. 27
                                                                            
5.14  FULL DISCLOSURE...................................................... 27
                                                                            
ARTICLE VI................................................................. 28
                                                                            
6.01  INFORMATION..........................................................
 28
                                                                            
6.02  CONSOLIDATIONS, MERGERS, SALES OF ASSETS............................. 29
                                                                            
6.03  INSURANCE............................................................ 29
                                                                            
6.04  CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE; NO OBLIGATIONS,     
        NO ACTIVITIES, NO LIENS............................................ 29
                                                                            
6.05  COMPLIANCE WITH LAWS................................................. 30
                                                                            
6.06  INSPECTION OF PROPERTY, BOOKS AND RECORDS............................ 30
                                                                            
6.07  PAYMENT OF OBLIGATIONS............................................... 30
                                                                            
6.08  USE OF PROCEEDS...................................................... 30
                                                                            
6.09  NO AMENDMENTS TO PLEDGED NOTE........................................ 30
                                                                           
                                      iii

<PAGE>

                                                                           Page
                                                                           ----

6.10  COLLATERAL ACCOUNT................................................... 30
                                                                            
6.11  FINANCIAL COVENANTS.................................................. 31
                                                                            
ARTICLE VII................................................................ 32
                                                                            
7.01  EVENTS OF DEFAULT.................................................... 32
                                                                            
ARTICLE VIII............................................................... 35
                                                                            
8.01  NOTICES.............................................................. 35
                                                                            
8.02  NO WAIVERS; REMEDIES CUMULATIVE...................................... 36
                                                                            
8.03  AMENDMENTS AND WAIVERS............................................... 36
                                                                            
8.04  CERTAIN TAXES; EXPENSES.............................................. 37
                                                                            
8.05  BINDING EFFECT; ASSIGNMENT........................................... 37
                                                                            
8.06  COUNTERPARTS......................................................... 38
                                                                            
8.07  GOVERNING LAW........................................................ 38
                                                                            
8.08  JUDGMENT CURRENCY.................................................... 38
                                                                            
8.09  AGREEMENT SUPERSEDES................................................. 39
                                                                            
8.10  HEADINGS; TABLE OF CONTENTS.......................................... 39
                                                                            
8.11  WAIVER OF NOTICE; TERMINATION OF AGREEMENT........................... 39
                                                                           
                                      iv

<PAGE>

                                                                           Page
                                                                           ----

8.12  SURVIVAL OF REPRESENTATIONS AND WARRANTIES........................... 39

8.13  SEVERABILITY......................................................... 39

8.14  CONSENT TO JURISDICTION AND SERVICE OF PROCESS....................... 39

8.15  WAIVER OF JURY TRIALS................................................ 40

                                       v

<PAGE>

                                    EXHIBITS

Exhibit A     Form of Third Note Pledge Amendment
Exhibit B     Form of Third Allonge to Note
Exhibit C     Form of Third Allonge to Pledged Note
Exhibit D     Form of Opinion of Anderson Mori
Exhibit E     Form of Opinion of Robert K. Kretzman
Exhibit F     Form of Guarantor Acknowledgment
Exhibit G     Form of Third Stock Pledge Amendment and Acknowledgment
Exhibit H     Form of Mortgagor Acknowledgment
Exhibit I     Form of Second Amendment to PFC Pledge Agreement

                                      vi

<PAGE>

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT


         This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June
30, 1997 and amends and restates that certain Second Amended and Restated
Credit Agreement entered into as of December 22, 1994 between PACIFIC FINANCE &
DEVELOPMENT CORP., a California corporation (the "COMPANY"), and THE LONG-TERM
CREDIT BANK OF JAPAN, LTD., acting through its Los Angeles Agency (the "BANK"),
as amended by that certain First Amendment and Consent to Second Amended and
Restated Credit Agreement and Consumer Products Pledge Agreement dated as of
March 10, 1997 (as so amended, the "EXISTING AGREEMENT")


                                    RECITALS

         WHEREAS, pursuant to that certain Credit Agreement dated as of October
9, 1987 (the "ORIGINAL AGREEMENT") the Bank made a loan to the Company in the
original principal amount of (Yen)15,000,000,000, a portion of which has been
repaid by the Company;

         WHEREAS, the Original Agreement was amended and restated pursuant to
that certain Amended and Restated Credit Agreement dated as of September 30,
1992, as amended by that certain First Amendment and Consent to Amended and
Restated Credit Agreement dated as of September 30, 1992 and that certain
Second Amendment to Amended and Restated Credit Agreement dated as of October
12, 1993 (as so amended, the "FIRST AMENDED AND RESTATED CREDIT AGREEMENT");

         WHEREAS, the First Amended and Restated Credit Agreement was amended
and restated pursuant to the Existing Agreement;

         WHEREAS, the Company and the Bank desire to amend and restate the
Existing Agreement in order to, among other things, extend the final maturity
date of the Loan (as defined below);

         WHEREAS, as of the Closing Date, the outstanding principal amount of
the Loan is (Yen)4,310,496,600;

         WHEREAS, the obligations of the Company under the Existing Agreement
are, among other things, (i) guaranteed pursuant to the Consumer Products
Guarantee (as defined below) and (ii) secured pursuant to the Mortgage, the
Stock Pledge Agreement, the Pledge Agreement and the PFC Pledge Agreement (as
such terms are defined below); and


<PAGE>

         WHEREAS, each Obligor (as defined below) desires to affirm its
obligations under the Operative Agreements (as defined below) to which it is a
party.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, the parties agree as follows:


                                    ARTICLE I

                          DEFINITIONS; INTERPRETATION

         SECTION 1.01 DEFINITIONS. The following terms are used in this
Agreement with the following meanings:

         "AFFILIATE" means, with respect to any designated Person, any Person
that, directly or indirectly, controls, is controlled by or is under common
control with such designated Person; and, for purposes of the foregoing,
"control" (including "controlled by" and "under common control with") with
respect to any Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by contract or
otherwise.

         "AFFECTED PARTY" means an "affected party" as defined in Section
4001(a)(21) of ERISA.

         "AGREEMENT" means this Third Amended and Restated Credit Agreement
dated as of June __, 1997 as it may be amended, restated, supplemented, or
otherwise modified from time to time.

         "APPLICABLE MARGIN" shall mean the "Applicable Margin" with respect to
"Other Loans" under and as defined in the New Consumer Products Credit
Agreement as in effect on the Closing Date; provided, that if any amendment or
supplement to, or modification or refinancing of, the New Consumer Products
Credit Agreement, or any document or agreement related thereto, shall have the
effect of changing in any respect the meaning of the term Applicable Margin as
set forth in the New Consumer Products Credit Agreement as in effect on the
Closing Date and the Bank specifically and in writing agrees to such amendment,
supplement, other modification or refinancing, then the meaning of Applicable
Margin as used in this Agreement shall correspondingly be revised; provided
further, that in no event shall the Applicable Margin be less than 0.75%.

         "APPRAISAL" means an appraisal of the fair market value of the
Property, in form and substance reasonably satisfactory to the Bank, conducted,
at the expense of the Company, by a qualified appraiser selected by the Bank
and delivered to the Company, and any second Appraisal

                                       2

<PAGE>

requested by the Company in accordance with the provisions of Section 2.06(f)
hereof or Section 7(d) of the PFC Pledge Agreement.

         "APPRAISED VALUE" means the appraised fair market value of the
Property as set forth in an Appraisal received by the Bank and delivered to the
Company as provided in Section 2.06(f); provided that if the Company requests a
second Appraisal in accordance with the provisions of Section 2.06(f) hereof or
Section 7(d) of the PFC Pledge Agreement, "APPRAISED VALUE" shall mean the
arithmetic average of the appraised fair market values assigned to the Property
in the first Appraisal and the second Appraisal.

         "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and
Assumption Agreement dated as of June 24, 1992 between Revlon Inc. and Consumer
Products and consented to by the Bank.

         "BANK CHARGES" means all amounts payable to the Bank pursuant to
Sections 3.02, 3.03, 3.05 and 8.04.

         "BUSINESS DAY" means each day (a) on which commercial banks in London,
England are open for domestic and international business (including trading in
Yen deposits in the London interbank EuroYen market) and (b) each day other
than a Saturday, a Sunday or a day on which commercial banks in Tokyo, Japan or
Los Angeles, California are authorized or required by law to close.

         "CLOSING DATE" shall mean the first Business Day on which all of the
conditions set forth in Article IV hereof have been fulfilled.

         "CODE" means the Internal Revenue Code of 1986, as amended, and any
successor statute.

         "COLLATERAL ACCOUNT" means the Yen account of the Company in its own
name at the Lending Office (or, if at any time the Lending Office is not in the
United States of America, at an office of the Bank in the United States of
America) pursuant to and in accordance with Section 6.10, provided that, if
such Yen account shall become subject to any Lien other than the Lien of the
Bank, any attachment, any provisional attachment or any other legal proceeding,
then the Bank shall be entitled to require the Company forthwith to open an
additional Yen account separately from the above-mentioned Yen account in its
own name at the Lending Office or such other office of The Long-Term Credit
Bank of Japan, Ltd. in the United States of America as the Bank may designate
and such separate Yen account together with the then existing Collateral
Account or Collateral Accounts, as the case may be, shall for all purposes of
this Agreement (including Section 6.10) be deemed to be the Collateral Account
and all amounts required hereby to be paid into the Collateral Account shall be
paid into the Collateral Account that is unencumbered except by the Bank's
Lien.

                                       3

<PAGE>

         "CONTRIBUTING SPONSOR" means a "contributing sponsor" of a pension
plan as defined in Section 4001(a)(13) of ERISA.

         "CONSUMER PRODUCTS" means Revlon Consumer Products Corporation, a
Delaware corporation.

         "CONSUMER PRODUCTS GUARANTEE" means the Guarantee Agreement dated as
of July 15, 1992 made by Consumer Products in favor of the Bank, as amended,
restated, supplemented or otherwise modified from time to time in accordance
with the terms hereof and thereof.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Company, as of a relevant date, are
treated as a single employer under Section 414(b), 414(c), 414(m) or 414(o) of
the Code.

         "DEFAULT" means any condition or event which with notice, lapse of
time or both would, unless cured or waived, constitute an Event of Default.

         "ERISA" means the Employee Retirement Income Security Act of 1974.

         "EQUITY SECURITIES" means, with respect to any Person, stock,
including preferred stock, or other securities representing ownership interests
in such Person and any debt securities that are, or upon the occurrence of
certain events may become, convertible into or exchangeable for Equity
Securities of such Person.

         "EUROYEN RATE" has the meaning specified in Section 2.03(b).

         "EVENT OF DEFAULT" has the meaning specified in Section 7.01.

         "EXCHANGE RATE" means the spot rate quoted in Yen for exchange of
Japanese Yen into United States Dollars quoted in the Wall Street Journal on
any date of determination or, if the Wall Street Journal is not published or no
such quotation is given on such date, in The New York Times, or, if neither
such newspaper is published on such date or neither contains such quotation,
then the exchange rate on such date will be determined by reference to any
reasonable quotation of the rate of exchange on such date selected by the Bank.

         "FINAL MATURITY DATE" means March 31, 1999; provided that, if (i) on
or before March 31, 1999 the maturity of the Revlon Senior Notes is extended to
beyond June 30, 2001 and (ii) no Default or Event of Default has occurred and
is continuing on March 31, 1999, the Final Maturity Date shall automatically be
extended to December 31, 2000.

                                       4

<PAGE>

         "FIRST AMENDMENT TO PFC PLEDGE AGREEMENT" means that certain First
Amendment to PFC Pledge Agreement dated as of the date hereof executed by
Consumer Products and substantially in the form attached hereto as Exhibit I.

         "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and in statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as are approved by a significant segment of the
accounting profession, in the United States of America from time to time.

         "GOVERNMENTAL ACTIONS" means authorizations, approvals, consents,
waivers, exceptions, licenses, filings, registrations, permits, notarizations,
special leases and other requirements of any Governmental Person.

         "GOVERNMENTAL PERSON" means any national, state or local government,
any political subdivision or any governmental, quasi-governmental, judicial,
public or statutory instrumentality, authority, bureau, body or entity,
including the Federal Deposit Insurance Corporation, any central bank or any
comparable authority.

         "GOVERNMENTAL RULE" means any law, rule, regulation, ordinance, order,
code interpretation, judgment, decree, directive, guideline, policy or similar
form of decision of any Governmental Person.

         "GUARANTOR ACKNOWLEDGMENT" means the Guarantor Acknowledgment
substantially in the form of Exhibit F hereto, executed by Consumer Products.

         "HAZARDOUS MATERIALS" shall mean any hazardous materials, hazardous
waste or hazardous or toxic substances, defined or regulated as such under any
local or national laws of Japan relating to or imposing liability or standards
of conduct concerning hazardous materials or environmental protection.

         "INDEBTEDNESS" means, as to any Person, (a) all obligations for
borrowed money, (b) that portion of obligations with respect to capitalized
lease obligations which is properly classified as a liability on a balance
sheet, (c) amounts owed under notes payable and drafts accepted representing
extensions of credit, whether or not representing obligations for borrowed
money, (d) any obligation owed for all or any part of the deferred purchase
price of property or services which purchase price is (i) due more than six
months from the date of incurrence of such obligation or (ii) evidenced by a
note or similar instrument, (e) all obligations secured by any Lien on any
property or asset owned or held by that Person whether or not the obligation
secured by such Lien shall have been assumed by that Person or is nonrecourse
to the credit of that Person and (f) all guarantees (in whatever form) made or
given in respect of the Indebtedness of any other Person.

                                       5

<PAGE>

         "INTEREST PERIOD" means each interest period applicable to the Loan,
selected by the Company in accordance with Section 2.02, beginning on the last
day of the immediately preceding Interest Period and ending on the numerically
corresponding day in the first, third, sixth, ninth or (with the approval of
the Bank) twelfth calendar month after such date; provided, however, that:

              (a) no Interest Period may end after the Final Maturity Date;

              (b) any such Interest Period which would otherwise end on a day
    which is not a Business Day shall be extended to the next succeeding
    Business Day unless such Business Day falls in another calendar month, in
    which case such Interest Period shall end on the next preceding Business
    Day; and

              (c) any such Interest Period which begins on the last Business
    Day of a calendar month (or on a day for which there is no numerically
    corresponding day in the calendar month at the end of such Interest Period)
    shall end on the last Business Day of the relevant succeeding calendar
    month.

         "LENDING OFFICE" means the office or offices, as applicable, for the
Bank specified in Section 8.01 or such other office designated as such by the
Bank by notice in writing to the Company.

         "LIEN" means (a) any lien, charge, mortgage, deed of trust,
hypothecation, assignment by way of security or other security interest,
pledge, or encumbrance of any kind, (b) the interest of a vendor or lessor
under a conditional sale agreement, capital lease or other title retention
agreement or (c) any agreement to give, or any notice reflecting, any of the
foregoing without a Lien being imposed.

         "LOAN" means the extension of credit in an outstanding principal
amount of (Yen)4,310,496,600 on the Closing Date continued to be maintained by
the Bank pursuant to this Agreement.

         "LOAN OBLIGATIONS" means the obligations of the Company to repay the
Loan together with accrued interest and all other amounts payable by the
Company under this Agreement and the Note.

         "LTP RATE" means a rate of interest per annum (as quoted by the Bank
in Japan) at the time of determination equal to the Japanese long-term prime
rate for long-term borrowings in Yen for the remaining term of the Note.

         "MORTGAGE" means the Japanese language real estate hypothecation
agreement dated October 12, 1987 creating a first priority mortgage on the
Property, as amended, restated,

                                       6

<PAGE>

supplemented or otherwise modified from time to time in accordance with the
terms hereof and thereof.

         "MORTGAGOR" means Revlon Real Estate Kabushiki Kaisha (also referred
to as "REVLON K.K."), a Japan corporation having its head office on the Closing
Date at 500 Shiratori-cho, Hamamatsu-shi, Shizuoka-ken, Japan.

         "MORTGAGOR ACKNOWLEDGMENT" means a Mortgagor Acknowledgment
substantially in the form of Exhibit H hereto, executed by the Mortgagor.

         "MULTIEMPLOYER PLAN" means a Plan (other than a welfare plan as
defined in Section 3(1) of ERISA) which is a multiemployer plan as defined in
Section 4001(a)(3) of ERISA;

         "NET PROCEEDS" means, with respect to any Net Proceeds Event, (a) the
gross cash consideration and all cash proceeds of non-cash consideration
(including, without limitation, any such cash proceeds in the nature of
principal and interest payments on account of promissory notes or similar
obligations), received by or on behalf of Consumer Products or PFC in
connection with such Net Proceeds Event, minus (b) the sum, without
duplication, of:

         (i) any taxes which are paid or actually currently payable to any
    state, local or foreign taxing authority and are directly attributable to
    such Net Proceeds Event;

         (ii) any federal taxes which are directly attributable to any Net
    Proceeds Event;

         (iii) the amount of fees and commissions (including reasonable
    investment banking fees), legal, title and recording tax expenses and other
    costs and expenses directly incident to such Net Proceeds Event which are
    paid or payable by Consumer Products or PFC or any of their Affiliates,
    other than fees and commissions (including, without limitation, management
    consulting and financial services fees) paid or payable to Affiliates of
    Consumer Products or PFC (or officers or employees of Consumer Products,
    PFC or any Affiliate of Consumer Products or PFC); and

         (iv) the amount of liabilities (other than intercompany liabilities or
    liabilities owing to any Affiliate of Consumer Products or PFC), if any,
    which are required to be repaid at the time or as a result of such Net
    Proceeds Event out of the proceeds thereof;

         "NET PROCEEDS EVENT" means the sale or other disposition by Consumer
Products (or any applicable Qualified Subsidiary) of the PFC Pledged Stock to
any Person.

         "NET PROCEEDS EVENT DATE" means the date of consummation of a Net
Proceeds Event.

                                       7

<PAGE>

         "NEW CONSUMER PRODUCTS CREDIT AGREEMENT" means that certain Amended
and Restated Credit Agreement dated as of May 30, 1997, among Consumer
Products, the borrowing subsidiaries from time to time parties thereto, the
financial institutions from time to time parties thereto,the co-agents named
therein, Citibank, N.A., as documentation agent, the arranger named therein,
and The Chase Manhattan Bank, as administrative agent, as such agreement may be
amended, restated, supplemented, otherwise modified or refinanced from time to
time.

         "NOTE" means the promissory note of the Company to the Bank dated
October 19, 1987 in the original principal amount of (Yen)15,000,000,000, as
amended by that certain Allonge to Note dated as of September 30, 1992, the
Second Allonge to Note dated as of December 22, 1994 and the Third Allonge to
Note and as further amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms hereof and thereof, or any note given
as a replacement or in substitution for it.

         "NOTICES" has the meaning specified in Section 8.01.

         "OBLIGORS" means, collectively, the Company, Consumer Products, Revlon
International and the Mortgagor and, after the execution and delivery of the
PFC Guarantee and the PFC Pledge Agreement, PFC; provided that upon termination
of the PFC Guarantee and the PFC Pledge Agreement in accordance with their
terms, PFC shall cease to be an Obligor.

         "OPERATIVE AGREEMENTS" means, collectively, this Agreement, the Note,
the Mortgage, the Pledge Agreement, the Pledged Note, the Stock Pledge
Agreement, the Consumer Products Guarantee, the Assignment and Assumption
Agreement, the Guarantor Acknowledgment, the Pledgor Acknowledgement and the
Mortgagor Acknowledgment and, unless such agreement has been terminated in
accordance with the terms thereof, the PFC Pledge Agreement.

         "ORIGINAL AGREEMENT" has the meaning specified in the Recitals to this
Agreement.

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERMITTED LIENS" means:

         (a) (i) mechanics', carriers', warehousemen's or materialmen's Liens
    or other Liens imposed by law and incurred in the ordinary course of
    business (securing obligations in an aggregate amount not to exceed
    $1,000,000 at any time) and (ii) other Liens, or deposits made to secure
    the release of such Liens, securing taxes, assessments or governmental
    charges, in each case the payment of the sums secured by which is at the
    time not delinquent or the payment of which sum is actively being contested
    in good faith by appropriate proceedings diligently pursued, and for which
    appropriate reserves have been established on the books of the Company or
    Mortgagor, as appropriate, and the execution or

                                       8

<PAGE>

    other enforcement of which is effectively stayed or secured, so long as
    such proceedings shall not, in the opinion of the Bank, involve any
    material danger of foreclosure upon or sale, forfeiture or loss of (y) the
    Property or title thereto (in the case of the Mortgagor) or (z) any
    material property or assets or title thereto (in the case of the Company);

         (b) attachment, judgment and other similar Liens arising in connection
    with court proceedings; provided, however, that the execution or other
    enforcement of such Liens is effectively stayed or secured within 30 days
    of the entry of the judgment secured by such Lien and the claims secured by
    such Liens are actively being contested in good faith by appropriate
    proceedings diligently pursued and for which appropriate reserves have been
    established on the books of the Company or Mortgagor, as appropriate, so
    long as such proceedings shall not, in the opinion of the Bank, involve any
    material danger of foreclosure upon or sale, forfeiture or loss of (y) the
    Property or title thereto (in the case of the Mortgagor) or (z) any
    material property or assets or title thereto (in the case of the Company);

         (c) an agreement to sell, in its entirety, the Property, the PFC
    Pledged Stock or the Pledged Stock to a Qualified Subsidiary in accordance
    with the provisions of Section 2.06; and

         (d) the Lien of any lease agreement with a lessee of space in the
    building located on the Property.

         "PERSON" means an individual, a corporation, a partnership, a trust, a
joint venture, a Governmental Person or any other entity or organization.

         "PFC" means The Cosmetics Center, Inc., successor to Prestige
Fragrance and Cosmetics Inc., a Delaware corporation.

         "PFC PLEDGE AGREEMENT" means that certain Pledge and Security
Agreement dated as of March 2, 1995, executed by Consumer Products, as amended
by that certain First Amendment and Consent to Second Amended and Restated
Credit Agreement and Consumer Products Pledge Agreement dated as of March 10,
1997 and that certain Second Amendment to PFC Pledge Agreement, substantially
in the form of Exhibit I hereto, and as further amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms hereof and
thereof.

         "PFC PLEDGED STOCK" means the stock of PFC pledged to the Bank
pursuant to the PFC Pledge Agreement.

         "PLAN" means any "employee benefit plan" as defined in Section 3(3) of
ERISA which is maintained or contributed to by the Company or any member of its
Controlled Group, or was maintained or contributed to by any former member of
its Controlled Group, but only with

                                       9

<PAGE>

respect to the period when such Person was a member of the Company's Controlled
Group or if the Company would be deemed to be a contributing sponsor of such
plan under Section 4069 of ERISA.

         "PLEDGE AGREEMENT" means the Pledge Agreement dated as of October 9,
1987 between the Company and the Bank, as amended by that certain Note Pledge
Amendment dated as of September 30, 1992, the Second Note Pledge Amendment
dated as of December 22, 1994 and the Third Note Pledge Amendment, and as
further amended, restated, supplemented or otherwise modified from time to time
in accordance with the terms hereof and thereof.

         "PLEDGED NOTE" means the promissory note in the original principal
amount of (Yen)15,000,000,000 dated October 19, 1987 made by Revlon, Inc. (now
known as Revlon Holdings Inc.) in favor of the Company, the obligations of
Revlon Holdings Inc. with respect to which were assumed by Consumer Products
pursuant to the Assignment and Assumption Agreement, as amended pursuant to the
that certain Allonge to Pledged Note dated as of September 30, 1992, the Second
Allonge to Pledged Note dated as of December 22, 1994 and the Third Allonge to
Pledged Note, and as further amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms hereof and thereof.

         "PLEDGED STOCK" means the stock of the Mortgagor subject to the Stock
Pledge Agreement.

         "PROPERTY" means the property with respect to which the Mortgage is
given and which is described in the Mortgage.

         "QUALIFIED SUBSIDIARY" means a corporation organized under the laws of
a jurisdiction within the United States of America or in Japan and that is
wholly-owned, directly or indirectly, by Consumer Products; provided that a
directly or indirectly wholly-owned Subsidiary of Consumer Products organized
under the laws of a jurisdiction other than in the United States of America or
Japan may be a "Qualified Subsidiary" if the Bank consents in writing thereto,
which consent will not be unreasonably withheld.

         "REGULATION D" means Regulation D as promulgated by the Board of
Governors of the Federal Reserve System and any successor regulation.

         "REORGANIZATION OR INSOLVENCY" means, with respect to any
Multiemployer Plan, that such Multiemployer Plan is in reorganization or
insolvency within the meaning of such terms are used in Sections 4241 and 4245,
respectively, of ERISA.

         "REPORTABLE EVENT" means any of the events set forth in Section
4043(b) of ERISA, other than those events as to which the 30-day notice period
is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. ss.
2615.

                                      10

<PAGE>

         "REVLON HOLDINGS INC." means Revlon Holdings Inc. (formerly known as
Revlon, Inc.), a Delaware corporation with its principal offices on the Closing
Date at 625 Madison Avenue, New York, New York 10022, U.S.A.

         "REVLON SENIOR NOTES" means the 9-1/2% Senior Notes due 1999 issued
pursuant to that certain Indenture dated as of June 1, 1993 between Consumer
Products and NationsBank of Georgia, National Association.

         "REVLON INTERNATIONAL" means Revlon International Corporation, a
Delaware corporation with its principal offices on the Closing Date at 625
Madison Avenue, New York, New York 10022, U.S.A.

         "SECURITY INSTRUMENTS" means, collectively, the Mortgage, the Pledge
Agreement, the Pledged Note, the Stock Pledge Agreement, the Pledged Stock, the
Assignment and Assumption Agreement and the Consumer Products Guarantee and,
unless such agreement is terminated in accordance with the terms thereof, the
PFC Pledge Agreement.

         "SHORTFALL AMOUNT" means, as of any date of determination, the
difference between (a) the outstanding principal amount of the Loan as of such
date or, in the event that a Default or an Event of Default shall have occurred
and be continuing, the Loan Obligations and (b) 75% of the Appraised Value (as
of a date not more than 120 days prior to such date of determination).

         "SINGLE EMPLOYER PLAN" shall mean any Plan (other than a Multiemployer
Plan) which is covered by Title IV of ERISA;

         "STOCK PLEDGE AGREEMENT" means that certain Stock Pledge Agreement
dated as of October 9, 1987 between Revlon International and the Bank, as
amended by that certain Stock Pledge Amendment and Acknowledgment dated as of
September 30, 1992, the Second Stock Pledge Amendment and Acknowledgment dated
as of December 22, 1994 and the Third Stock Pledge Amendment and Acknowledgment
and as further amended, restated, supplemented or otherwise modified from time
to time in accordance with the terms hereof and thereof.

         "SUBSIDIARY" with respect to any Person, means any corporation or
other Person of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other Persons
performing similar functions is at the time owned, directly or indirectly, by
such Person.

         "SUBSIDIARY GUARANTY" means that certain Amended and Restated
Subsidiary Guaranties dated as of May 30, 1997 made by the Company in favor of
The Chase Manhattan Bank, as administrative agent under the New Consumer
Products Credit Agreement.

         "TAXES" has the meaning specified in Section 3.05(b).

                                      11

<PAGE>

         "THIRD ALLONGE TO NOTE" means an Allonge substantially in the form of
Exhibit B hereto to the Note, executed by the Company.

         "THIRD ALLONGE TO PLEDGED NOTE" means an Allonge substantially in the
form of Exhibit C hereto to the Pledged Note, executed by Consumer Products.

         "THIRD NOTE PLEDGE AMENDMENT" means a Note Pledge Amendment
substantially in the form of Exhibit A hereto, executed by the Company.

         "THIRD STOCK PLEDGE AMENDMENT AND ACKNOWLEDGEMENT" means an Amendment
and Acknowledgement substantially in the form of Exhibit G hereto, executed by
Revlon International.

         "UNFUNDED PENSION AMOUNT" has the meaning assigned to that term in
Section 5.08.

         "UNITED STATES DOLLAR EQUIVALENT" of an amount of Yen means, as of any
date of determination, the applicable amount of Yen divided by the Exchange
Rate on such date of determination if foreign currency trading occurred in the
United States of America on such date of determination or, if foreign currency
trading did not occur in the United States of America on such date of
determination, on the most recent prior date on which foreign currency trading
occurred in the United States of America.

         "YEN" and the sign "(Y)" shall refer to the lawful currency of Japan.

         SECTION 1.02 ACCOUNTING TERMS. Unless otherwise specified in this
Agreement, all accounting terms used in this Agreement shall be interpreted,
all accounting determinations under this Agreement shall be made and all
financial statements required to be delivered by any Person pursuant to this
Agreement shall be prepared in accordance with GAAP (provided that, with
respect to Mortgagor, such financial statements shall be prepared in accordance
with Japanese generally accepted accounting principles) as in effect from time
to time applied on a basis consistent with the most recent audited consolidated
financial statements of such Person delivered to the Bank.

         SECTION 1.03 INTERPRETATION. In this Agreement, the singular includes
the plural and the plural the singular; words importing any gender include the
other genders; references to statutes are to be construed as including all
statutory provisions consolidating, amending or replacing the statute referred
to; references to "writing" include printing, typing, lithography and other
means of reproducing words in a tangible visible form; references to sections
(or any subdivision of a section), articles, schedules, annexes and exhibits
are to those of this Agreement unless otherwise indicated; the words
"including", "includes" and "include" shall be deemed to be followed by the
words "without limitation"; references to agreements, other contractual
instruments

                                      12

<PAGE>

and other documents shall be deemed to include all subsequent amendments and
other modifications to such instruments and documents, but only to the extent
such amendments and other modifications to such instruments and documents are
not prohibited by the terms of this Agreement; and references to Persons
include their respective permitted successors and assigns and, in the case of
Governmental Persons, Persons succeeding to their respective functions and
capacities.


                                  ARTICLE II

                          AMOUNT AND TERMS OF THE LOAN

         SECTION 2.01 THE LOAN. The principal amount of the Loan to the Company
outstanding on the Closing Date is (Yen)4,310,496,600.

         SECTION 2.02 INTEREST PERIOD SELECTION. The Company may select an
Interest Period for the Loan by giving irrevocable notice by telex or telephone
(confirmed in writing) to the Bank of the desired Interest Period, which notice
shall be effective only if received by the Bank not less than four Business
Days prior to the first day of such Interest Period. In the event the Company
fails to select an Interest Period, the Interest Period deemed to be selected
will be six months.

         SECTION 2.03 INTEREST ON THE LOAN. (a) Subject to Section 2.07(a), the
Company shall pay to the Bank interest on the unpaid principal amount of the
Loan until paid in full with respect to each day during each Interest Period at
a rate per annum equal to the EuroYen Rate for such Interest Period determined
in accordance with Section 2.03(b) plus the Applicable Margin in effect on such
day; provided that if any Interest Period is for a period longer than three
months, interest on the unpaid principal amount of the Loan shall be payable on
the date that is three months after the beginning of such Interest Period and
on each date that is three months after such date and on the last day of such
Interest Period. Interest accrued and unpaid on any portion of the principal of
the Loan required to be paid or prepaid hereunder shall be due and payable on
the date on which such principal is required to be paid or prepaid. Accrued and
unpaid interest shall be due and payable on the outstanding principal amount of
the Loan at maturity (whether by acceleration or otherwise), and after
maturity, on demand.

         (b) The EuroYen Rate for each Interest Period (the "EUROYEN RATE")
shall be determined by the Bank as the average (rounded upward, if necessary,
to the nearest 1/16 of 1%) of the offered quotation to prime banks in the
London interbank EuroYen market by the London Branch of the Bank for Japanese
Yen deposits of amounts in immediately available funds comparable to the
outstanding principal amount of the Loan and with maturities comparable to such
Interest Period as of 11:00 a.m. (London time) on the date which is two
Business Days prior to the commencement of such Interest Period.

                                      13

<PAGE>

         (c) The Bank, upon determining the EuroYen Rate for an Interest
Period, shall promptly notify the Company of the applicable EuroYen Rate by
telex, telecopy or telephone. If, (i) on any date on which an applicable
EuroYen Rate is to be determined pursuant to Section 2.03(b), deposits in Yen
are not being offered by the Bank to prime banks in the London interbank market
for the applicable Interest Period, or the Bank determines in good faith that
the EuroYen Rate does not accurately and fairly reflect the cost to the Bank of
making or maintaining the Loan (in which event the Bank shall promptly advise
the Company of such circumstances by telephone or in writing no later than
12:00 noon (Los Angeles time) on such date) or, (ii) any of the circumstances
contemplated in Section 3.01(a) occurs, then the Company and the Bank shall
negotiate in good faith to agree mutually upon an alternate interest rate (and
any related terms) to be applicable for purposes of this Agreement and the Note
so long as such circumstances exist. Such mutually agreed upon rate and other
terms shall be applied retroactively to (x) in the case of clause (i) above,
the first day of the period that would have, but for such circumstances,
constituted such Interest Period or, (y) in the case of clause (ii) above, the
date that notice given to the Company by the Bank pursuant to Section 3.01(a)
is effective as provided for in Section 3.01(b); provided, however, that such
mutual agreement has been reached no later than the tenth Business Day of such
period. If on or prior to the tenth Business Day of such period the Company and
the Bank fail to agree on a mutually acceptable alternate rate and other terms
in accordance with the immediately preceding sentence, and provided that (1)
the LTP Rate is being offered to commercial borrowers by the Bank on such date,
and (2) the Company and the Bank agree in good faith to modify the terms of
this Agreement in accordance with standard market practices to reflect the
conversion of the Loan from a loan bearing interest based on the EuroYen Rate
to a loan bearing interest based on the LTP Rate, the Loan shall bear interest
at the LTP Rate plus the Applicable Margin, provided further, however, if the
LTP Rate is not being offered to commercial borrowers on such date, or the
Company and the Bank do not agree as provided in clause (2) above, then on such
tenth Business Day, the entire outstanding principal amount of the Loan shall
become immediately due and payable and shall be repaid, together with accrued
interest on its principal amount and any related Bank Charges to the date of
prepayment. For purposes of the immediately preceding sentence, interest shall
accrue from the first day of such period to, but not including, the date of
repayment of the Loan at a rate determined by the Bank in good faith to be
equal to the Bank's actual cost of funds for maintaining the Loan for such
period plus the Applicable Margin.

         SECTION 2.04 NOTE. The Company's obligation to pay the principal of
and the interest on the Loan shall be evidenced by the Note.

         SECTION 2.05 FEES. (a) The Company shall have paid to the Bank an
amendment fee equal to the product of (i) .375% multiplied by (ii) the
aggregate principal amount of the Loan on the Closing Date; provided that such
fee shall be payable in United States dollars, based on the conversion rate set
forth in the Wall Street Journal on the Closing Date.

         (b) On March 31, 1998, the Company shall pay to the Bank an amendment
fee equal to the product of (a) .125% multiplied by (b) the aggregate principal
amount of the Loan (after giving effect to any principal payment on March 31,
1998).

                                      14

<PAGE>

         (c) If any amendment or other modification to the New Consumer
Products Credit Agreement amends or otherwise modifies any of the financial
covenants incorporated in this Agreement on the Closing Date, the Bank shall
receive, on the date such amendment or other modification becomes effective, an
amount in cash equal to the product of (i) the quotient of (1) the amount of
the amendment fee, if any, paid or payable in connection with such amendment or
modification divided by (2) the aggregate amount of the commitments under the
New Consumer Products Credit Agreement in effect on the date of such amendment
or modification multiplied by (ii) the aggregate principal amount of the Loan
in effect on the date of such amendment or modification.

         SECTION 2.06 MANDATORY REPAYMENT OF THE LOAN.

         (a) In the event of a Net Proceeds Event, the Company shall prepay the
Loan by an aggregate amount equal to the lesser of (i) the Net Proceeds and
(ii) the Shortfall Amount as of such date. The date of such prepayment shall be
the Net Proceeds Event Date or, if such prepayment is required after the Net
Proceeds Event Date as a result of the receipt of cash proceeds from a Net
Proceeds Event, on the date such cash proceeds are received. Notwithstanding
the foregoing, the Company shall not be required to make a prepayment pursuant
to this subsection upon a transfer of the PFC Pledged Stock to a Qualified
Subsidiary if the Bank receives prior to the date of such disposition an
opinion of counsel (including an opinion of in-house counsel) reasonably
acceptable to the Bank, in form and substance reasonably acceptable to the
Bank, to the effect that the Loan Obligations on and after such sale or
disposition continue to the secured by a first priority security interest in
the PFC Pledged Stock to the same extent (and with the same priority) as prior
to such sale or disposition.

         (b) The Company shall make principal payments on the dates and in the
respective amounts set forth below:

                   DATE                             AMOUNT
                   ----                             ------

              March 31, 1998                (Yen)   538,812,075
              March 31, 1999                      3,771,684,525

; provided that, if the Final Maturity Date is extended to December 31, 2000 as
provided in the definition of Final Maturity Date, then, instead of being
required to make the payment of (Yen)3,771,684,525 on March 31, 1999, the
Company shall make principal payments of (i) (Yen)538,812,075 on March 31, 1999,
(ii) (Yen)538,812,075 on March 31, 2000 and (iii) (Yen)2,694,060,375 on December
31, 2000; provided further that the principal payment due on the Final Maturity
Date shall be reduced by the amount of any prepayments made pursuant to this
Agreement. In addition, all accrued and unpaid interest and all Bank Charges
and other amounts due to the Bank under this Agreement shall be due and payable
on the Final Maturity Date.

                                      15

<PAGE>

         In addition, all accrued and unpaid interest and all Bank Charges and
other amounts due to the Bank under this Agreement shall be due and payable on
the Final Maturity Date.

         (c) [INTENTIONALLY OMITTED]

         (d) In the event of any sale or other disposition by the Mortgagor of
the Property to any Person, other than a Qualified Subsidiary, or any sale or
other disposition by Revlon International of the Pledged Stock to any Person,
other than to a Qualified Subsidiary, then the Company shall prepay the
outstanding principal amount of the Loan, together with all accrued and unpaid
interest and other amounts due to the Bank under this Agreement and the Note,
on the date of such sale or other disposition; provided that a sale or
disposition to a Qualified Subsidiary shall be exempt from the prepayment
provisions of this Section 2.06(d) only if the Bank receives prior to the date
of such disposition an opinion of counsel reasonably acceptable to the Bank
(including in-house counsel), in form and substance reasonably acceptable to
the Bank, to the effect that the obligations of the Company hereunder and under
the other Operative Agreements on and after such sale or disposition continue
to the secured by a first priority security interest in the Property or the
Pledged Stock, as the case may be. The Company agrees to give the Bank notice
in accordance with Section 8.01 at least 20 days prior to the date of any such
sale or other disposition.

         (e) (i) All payments and any prepayment of the Loan shall be made (y)
together with all accrued interest on the amount to be paid or prepaid to and
including the date of such payment or prepayment and (z) if such payment or
prepayment is made on a date that is not the last day of an Interest Period,
together with all amounts due pursuant to Section 3.02. All payments of
principal shall be applied to the obligations of the Company in accordance with
Section 2.07(d). (ii) The Lien created by the Mortgage, the Pledge Agreement,
the Stock Pledge Agreement and the other Security Instruments shall be
terminated upon receipt by the Bank of payment in full of the outstanding
principal amount of the Loans and all interest, Bank Charges and other amounts
then due and payable under this Agreement and the Note. (iii) The Bank shall as
promptly as practicable and at the expense of the Company upon each termination
pursuant to this Section 2.06(e) execute and deliver such releases, notices or
other documents as the Company may reasonably request for the purpose of
evidencing any such termination.

         (f) The Bank shall deliver an Appraisal to the Company not more than
30 days after the Company informs the Bank that (i) it is contemplating a Net
Proceeds Event or making a prepayment of the Loan pursuant to this Agreement or
(ii) desires a calculation of the Shortfall Amount (but in the case of clause
(ii) hereof, not more frequently than twice per calendar year). If the Company
in good faith believes that the first Appraisal delivered by the Bank to the
Company understates the fair market value of the Property, the Company may,
within 10 days of receipt of such Appraisal from the Bank request that a second
Appraisal be conducted, whereupon the Bank shall provide to the Company a list
naming three qualified appraisers, independent of the Bank. The Company shall,
within ten days of receipt of such list, select one appraiser from such list,
who shall conduct a second Appraisal at the request and expense of the Company.
The Company shall

                                      16

<PAGE>

deliver such second Appraisal to the Bank promptly upon receipt thereof (but in
no event less than 10 days prior to the date the Company has informed the Bank
that it intends to consummate a Net Proceeds Event or make a prepayment of the
Loan pursuant to this Agreement).

         SECTION 2.07 PAYMENTS; CALCULATIONS; OVERDUE INTEREST; APPLICATION.

         (a) Payments. All payments to be made by the Company to the Bank on
account of the principal of or accrued interest on the Loan and for Bank
Charges and any other amounts owing under this Agreement, shall be made in Yen
(except that certain Bank Charges may be paid in U.S. dollars if the Bank
notifies the Company that such charges were incurred in U.S. dollars) in
immediately available funds for the account of the Bank at its office at 350
South Grand Avenue, Suite 3000, Los Angeles, California 90071, Attention: Mr.
Shunji Sato (or to such other account in the United States as the Bank may
notify the Company in writing). Any payment of Bank Charges for which no date
of payment is expressly provided shall be due within 15 days following demand.
Any payment that is received by the Bank before the close of business in Los
Angeles, California, on any day and notice of which payment shall not have been
given to the Bank at or prior to 11:00 a.m. (local time) on such day shall be
deemed to have been received by the Bank on the next succeeding Business Day.

         (b) Calculations. All computations of interest in respect of the Loan
or other amounts owing and payable hereunder shall be made on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest is
payable.

         (c) Overdue Interest. In the event that any Event of Default has
occurred and is continuing, the outstanding principal amount of the Loan and,
to the extent permitted by applicable law, any interest payments thereon not
paid when due and any fees and other amounts then due and payable hereunder,
shall thereafter bear interest (including post-petition interest in any
proceeding under applicable bankruptcy or insolvency laws) payable upon demand
at an interest rate per annum equal at all times to 2% in excess of the
interest rate otherwise applicable to the Loan.

         (d) Application of Payments. Any payments made to the Bank under this
Agreement or under any of the other Operative Agreements shall be applied first
against Bank Charges; then against interest on overdue amounts, if any; then
against interest due on the Loan; then against any portion of the Loan then due
and payable; and thereafter against any prepayment of the Loan subject to the
terms and conditions of the Agreement required for such prepayment. If any
payment is insufficient to pay any such category in full, the Bank shall apply
the payment received in the chronological order that each amount in such
category became due.

         SECTION 2.08 OPTIONAL PREPAYMENT. (a) Upon at least 5 Business Days'
prior written notice to the Bank, the Company may, at its option prepay the
Loan (together with accrued interest on the amount prepaid and any Bank
Charges) then outstanding, in whole at any time or in part from time to time,
without penalty or premium (except as provided in Section 3.02); provided:

                                      17

<PAGE>

(i) any partial prepayment shall be in an amount not less than (Yen)1,000,000
or any higher amount which is a whole multiple of (Yen)50,000,000, (ii) if any
prepayment is made on a day other than the last day of the then current
Interest Period, such prepayment shall include payment of all amounts due
pursuant to Section 3.02 and (iii) partial prepayments shall be applied against
the Loan in accordance with Section 2.07(d).

         (b) If a notice of prepayment is given by the Company in accordance
with this Section 2.08, all amounts to be prepaid in respect of the Loan shall
be due and payable on the date specified in such notice, together with accrued
interest to such date on the amount of the Loan to be so prepaid and all
related Bank Charges.

         SECTION 2.09 BUSINESS DAY. If any payment of any amount payable to the
Bank shall fall due on a day that is not a Business Day, then, the due date
thereof shall be extended to the next succeeding Business Day, and such
extension shall be taken into account in the computation of interest or other
amounts due.

         SECTION 2.10 SET-OFF. In addition to any rights and remedies of the
Bank provided by law, upon the occurrence of an Event of Default and the
acceleration of the Loan pursuant to Section 7.01 of the Agreement, the Bank
shall have the right, without prior notice to the Company, such notice being
expressly waived by the Company to the extent permitted by applicable law, to
set-off and apply against any indebtedness, whether matured or unmatured and
whether fixed or contingent, of the Company to the Bank under the Agreement,
any amount owing from the Bank to the Company at any time after the happening
of the above mentioned events, and such right of set-off may be exercised by
the Bank against the Company or against any trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver, and manager,
liquidator, custodian, any execution, judgment or attachment creditor of the
Company or any other Person claiming through or against the Company or such
trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, receiver and manager, liquidator, custodian, execution,
judgment or attachment creditor or other Person, notwithstanding the fact that
such right of set-off shall not have been exercised by the Bank prior to the
making, filing or issuance, or service upon the Bank of, or of notice of, any
such petition, assignment for the benefit of creditors, appointment or
application for the appointment of a receiver, receiver and manager, liquidator
or the issuance of an execution, subpoena, order or warrant.

                                      18

<PAGE>

                                  ARTICLE III

                     LEGAL RESTRICTIONS; YIELD PROTECTIONS

         SECTION 3.01 LEGAL RESTRICTIONS. (a) If, after the Closing Date, the
adoption of any applicable Governmental Rule, any change in any applicable
Governmental Rule or in the interpretation or administration of any
Governmental Rule by any Governmental Person charged with its interpretation or
administration or compliance by the Bank (or its Lending Office) with any
request, directive, guideline or policy (whether or not having the force of
law) of any such Governmental Person shall make it unlawful or impossible for
the Bank (or its Lending Office) to make, maintain or fund the Loan bearing
interest based on the then EuroYen Rate, then, subject to Section 3.01(b), by
written notice from the Bank to the Company of the unlawfulness or
impossibility then existing, the Loan shall be converted to a loan bearing
interest at a mutually agreed upon interest rate or the LTP Rate, or the Loan
shall be repaid, as provided in Section 2.03(c).

         (b) For purposes of this Section 3.01, a notice to the Company by the
Bank pursuant to Section 3.01(a) above shall be effective either (i) on the
last day of the then current Interest Period applicable to the Loan, if it
shall not be unlawful or impossible for the Bank to continue to maintain and
fund the Loan at the EuroYen Rate to such day, or (ii) immediately, if it shall
be unlawful or impossible for the Bank to make and maintain or continue to
maintain and fund the Loan at the EuroYen Rate to the last day of the then
current Interest Period (in which case the Company shall in addition reimburse
the Bank for any resulting losses as provided in Section 3.02).

         SECTION 3.02 FUNDING LOSSES. The Company shall reimburse the Bank
within 15 days after demand for any loss incurred or to be incurred by it in
the reemployment of the funds released by any repayment or prepayment
(including as a result of acceleration) of the Loan required or permitted under
any provision of this Agreement, in each case if the Loan is repaid or prepaid
other than on the last day of an Interest Period. Such loss shall be the
difference, as reasonably determined by the Bank, between (a)(i) in the case of
voluntary repayment or prepayment by reason of the occurrence of an Event of
Default or otherwise (including as a result of the sale of the Property or the
Pledged Stock under Section 2.06) required or permitted under this Agreement,
the Bank's cost of obtaining the funds for the Loan being refused, repaid or
prepaid plus the Applicable Margin or (ii) in the case of any required
repayment or prepayment under Sections 2.03 or 3.01, the Bank's cost of
obtaining funds for the Loan being repaid or prepaid and (b) any lesser amount
which would have been realized by the Bank in reemploying the funds so received
in repayment or prepayment or so refused by placing such funds on deposit for a
comparable period in the London EuroYen market, in each case during the period
from the date of refusal, repayment or prepayment (as the case may be) to the
end of the then current Interest Period. Any demand for reimbursement under
this Section 3.02 by the Bank shall be in writing, and show in reasonable
detail the amount payable and the calculations used to determine in good faith
such

                                      19

<PAGE>

reimbursable amount and shall be conclusive absent manifest error. For purposes
of this Section 3.02, if the Company is required to make any additional
prepayments under Section 3.03 or 3.05, any prepayment by the Company during
the time such requirement is in effect shall be deemed a required prepayment
and any prepayment under Section 3.03 or deemed prepayment under Section 8.11
shall be deemed a required prepayment.

         SECTION 3.03 INCREASED COSTS. (a) If, after the date of this
Agreement, the adoption of any applicable Governmental Rule, any change in any
applicable Governmental Rule or in the interpretation or administration of any
applicable Governmental Rule by any Governmental Person charged with its
interpretation or administration or compliance by the Bank (or its United
States Lending Office) with any request, directive, guideline or policy
(whether or not having the force of law) of any such Governmental Person:

         (i) shall subject the Bank (or its Lending Office) to any tax, duty or
    other charge or shall change the basis of taxation of payments to the Bank
    (or its Lending Office) of the principal of, or interest on the Loan or any
    other amounts due under this Agreement or the Note in respect of the Loan
    (except in each such case for taxes imposed on the overall net income of
    the Bank or its Lending Office imposed by the income tax laws of any
    jurisdiction to which the Bank or its Lending Office is subject); or

         (ii) shall impose, modify or deem applicable any reserve (including
    any imposed by the Board of Governors of the Federal Reserve System),
    special deposit or similar requirement against assets of, deposits with or
    for the account of, or credit extended by, the Bank (or its Lending Office)
    or shall impose on the Bank (or its Lending Office) or the relevant market
    any other condition affecting the Loan;

and the result of any of the foregoing is to increase the cost to or to impose
a cost on the Bank (or its Lending Office) of making, maintaining or funding
the Loan, or to reduce the amount of any sum received or receivable by the Bank
(or its Lending Office) under this Agreement or the Note, then, within 15 days
after demand by the Bank, the Company shall (1) prepay the Loan, without
premium or penalty, together with all amounts due under this Agreement and the
Note (including amounts due under clause (2) of this Section 3.03(a)) or (2)
pay to the Bank such additional amount or amounts as will reimburse the Bank
for such increased cost or reduction, in each case, without duplication of
payments made pursuant to Section 3.05 of this Agreement. The Bank will
promptly notify the Company of any event of which it has knowledge, occurring
after the date of this Agreement, which will entitle the Bank to compensation
pursuant to this Section 3.03 and the Bank shall take any reasonable action
available to it (including the designation of a different United States Lending
Office) that will avoid the need for, or reduce (to an extent determined by the
Bank in its sole judgment to be material) the amount of, such compensation and
will not, in the sole judgment of the Bank, be otherwise disadvantageous to the
Bank.

         (b) Without limiting the effect of the foregoing, the Company shall
pay to the Bank on the last day of each Interest Period with respect to the
Loan so long as reserves shall be

                                      20

<PAGE>

required to be maintained against "Eurocurrency liabilities" under Regulation D
(or, so long as the Bank may be required, by reason of any regulatory change,
to maintain reserves against any other category of liabilities which includes
deposits by reference to which the interest rate on the Loan is determined as
provided in this Agreement or against any category of extensions of credit or
other assets of the Bank which extensions of credit or other assets of the Bank
which includes the Loan) an additional amount (determined by the Bank and
notified to the Company) equal to the result of the following formula for each
day during such Interest Period:

                    ((Y)-Y)
                    P((1-R))
                      360

         P =  the principal amount of the Loan to which such Interest Period
              relates outstanding on such day;

         Y =  the applicable EuroYen Rate (expressed as a decimal); and

         R =  the stated rate (expressed as a decimal) at which such
              reserve requirements are imposed on the Bank.

         (c) A certificate of the Bank claiming compensation under this Section
3.03 and setting forth in reasonable detail the additional amount or amounts to
be paid to it and the calculation and methods used in good faith to determine
such amount shall be conclusive evidence of the amount of such compensation
absent manifest error. In determining such amount, the Bank may use any
reasonable averaging and attribution methods.

         SECTION 3.04 TAX FORMS. From time to time, upon notice from the
Company or upon any change in the Bank's circumstances from those reflected in
the Bank's Internal Revenue Service Form 1001 or Form 4224 delivered annually
by the Bank to the Company, the Bank shall submit to the Company such
additional duly completed and signed copies of one or the other of such forms
(or such successor forms as shall be adopted from time to time by the relevant
United States taxing authorities) as may be required under then current United
States laws or regulations to avoid United States withholding taxes on payments
in respect of all payments to be made to the Bank by the Company pursuant to
this Agreement and the Note.

         SECTION 3.05 NET PAYMENTS. All payments to the Bank under this
Agreement and the Note shall be made without set-off or counterclaim and in
such amounts as may be necessary in order that all such payments (after
deduction or withholding for or on account of any present or future taxes,
levies, imposts, duties or other charges of whatsoever nature imposed on the
Bank or its Lending Office by any Governmental Person, other than any tax on or
measured by the overall net income of the Bank pursuant to the income tax laws
of any jurisdiction to which the Bank or its Lending Office is subject except
solely as a result of its execution, delivery or performance of this Agreement
(collectively, "TAXES")) shall not be less than the amounts otherwise specified
to be

                                      21

<PAGE>

paid under this Agreement. A certificate as to any additional amounts payable
to the Bank under this Section 3.05 submitted to the Company by the Bank shall
show the amount payable and in reasonable detail the calculations and methods
used to determine in good faith such amount and shall be conclusive absent
manifest error. Any amounts payable by the Company under this Section 3.05 with
respect to past payments shall be due within 15 days following receipt by the
Company of such certificate from the Bank; any such amounts payable with
respect to future payments shall be due concurrently with such future payments.
With respect to each deduction or withholding for or on account of any Taxes,
the Company shall promptly furnish to the Bank such certificates, receipts and
other documents as may be required (in the reasonable judgment of the Bank) to
establish any tax credit to which the Bank may be entitled. Without in any way
affecting any of its rights under this Section 3.05, the Bank agrees that, upon
its becoming aware that any of the present or future payments due it under this
Agreement would be subject to deduction for Taxes, it will notify the Company
in writing, and the Bank further agrees that it will use reasonable efforts not
disadvantageous to it (in its sole determination) in order to avoid or minimize
(as the case may be) the payment by the Company of any additional amounts for
Taxes pursuant to this Section 3.05.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         SECTION 4.01 CONDITIONS PRECEDENT TO EFFECTIVENESS. This Agreement
shall become effective on the first day when all of the following shall have
occurred:

         (a) On or prior to the Closing Date, the Bank shall have received the
following agreements, documents, opinions, certificates and fees, such opinions
and certificates to be dated as of the Closing Date, and all of the following
to be reasonably satisfactory in form and substance to the Bank and its
counsel:

         (i) this Agreement, duly executed and delivered by the Company;

         (ii) the Third Allonge to Note and the Third Note Pledge Amendment,
    each duly executed and delivered by the Company, and the Third Allonge to
    Pledged Note, duly executed and delivered by Consumer Products;

         (iii) the Guarantor Acknowledgment and the Second Amendment to PFC
    Pledge Agreement, each duly executed and delivered by Consumer Products;
    the Mortgagor Acknowledgement, duly executed and delivered by the
    Mortgagor; and the Third Stock Pledge Amendment and Acknowledgment, duly
    executed and delivered by Revlon International;

                                      22

<PAGE>

         (iv) the opinion of Anderson Mori, special Japanese counsel for the
    Mortgagor, in substantially the form of Exhibit D hereto;

         (v) the opinion of Robert K. Kretzman, counsel for the Company,
    Consumer Products and Revlon International, in substantially the form of
    Exhibit E hereto;

         (vi) copies of the resolutions of the board of directors (or duly
    constituted committees thereof) of each of the Company, Consumer Products
    and Revlon International authorizing the execution, delivery and
    performance by such respective Person of the agreements and documents to be
    delivered by such Person hereunder, certified by the Secretary or an
    Assistant Secretary of such Person (which certificate shall state that such
    resolutions are in full force and effect on the Closing Date);

         (vii) a certificate of the Secretary or an Assistant Secretary of each
    of the Company, Consumer Products and Revlon International certifying the
    names and true signatures of the officers of each such Person authorized to
    sign the agreements and documents to be delivered by such Person hereunder;

         (viii) a certificate signed by a duly authorized officer of the
    Company as to the matters set forth in Section 4.01(b);

         (ix) as to each of the Company, Consumer Products and Revlon
    International, (y) evidence as to such Person's corporate existence and
    good standing, certified as of a recent date by the appropriate
    Governmental Person of the jurisdiction of such Person's incorporation, and
    (z) copies of the articles of incorporation or the certificate of
    incorporation of each of the Company, Consumer Products and Revlon
    International and a copy of the bylaws of each such Person, each certified
    by the Secretary or an Assistant Secretary of such Person;

         (x) a copy of the resolutions of the board of directors of the
    Mortgagor authorizing the execution by the Mortgagor of the Mortgagor
    Acknowledgment and a certified copy of the corporation registration proving
    that the individual who has executed such documents is a representative
    director of the Mortgagor or its attorney-in-fact;

         (xi) evidence satisfactory in form and substance to the Bank of each
    consent, if any, required in connection with the execution, delivery and
    performance of this Agreement, the other documents executed in connection
    herewith and the consummation of the transactions contemplated hereby.

         (xii) such other documents, instruments, approvals or opinions as the
    Bank may reasonably request; and

                                      23

<PAGE>

         (xiii) the Bank shall have received the amendment fee required
    pursuant to Section 2.05(a).

         (b) The following statements shall be correct on the Closing Date:

         (i) the representations and warranties contained in Article V of this
    Agreement and in each of the other Operative Agreements are correct on and
    as of the Closing Date as though made by the respective parties thereto on
    and as of such date; and

         (ii) no Default or Event of Default has occurred and is continuing or
    would result from the execution and delivery of this Agreement and the
    other agreements and documents delivered pursuant hereto or the payment of
    fees pursuant to Section 2.05.


                                   ARTICLE V

                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to the Bank as follows:

         SECTION 5.01 CORPORATE EXISTENCE AND POWER. Each of the Company,
Consumer Products and Revlon International is a corporation duly incorporated,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation, the Mortgagor is a corporation duly incorporated and validly
existing under the laws of Japan and each Obligor has full corporate power and
authority and all material Governmental Actions required to carry on its
business as it is now being conducted and is in good standing and duly licensed
or qualified to transact business in each other jurisdiction where the failure
so to be licensed or qualified would have a material adverse effect on the
business, financial condition or results of operations of such Person.

         SECTION 5.02 CORPORATE AND GOVERNMENTAL ACTION; NO CONTRAVENTION. The
execution, delivery and performance by each of the Company, Consumer Products,
Revlon International and the Mortgagor of each Operative Agreement to which
such Person is a party are within such Person's corporate power and authority,
have been duly authorized by all necessary corporate action on its part, do not
and will not require any Governmental Actions other than any that have already
been obtained, and do not contravene, or constitute a default under, any
provision of any applicable Governmental Rule or of the articles or certificate
of incorporation or bylaws of such Person or of any material agreement,
judgment, injunction, order, decree or other material instrument binding upon
such Person or any of its Subsidiaries or result in the creation or imposition
of any Lien on any material asset of such Person or its Subsidiaries (other
than the Lien of the Operative Agreements).

                                      24

<PAGE>

         SECTION 5.03 BINDING EFFECT. This Agreement and the other Operative
Agreements constitute the valid and binding obligations of each of the Company,
Consumer Products, Revlon International and the Mortgagor (as the case may be),
enforceable against such respective Person in accordance with their respective
terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization and similar laws affecting creditors' rights
generally and by general principles of equity. The pledge created (i) by the
Pledge Agreement on the Pledged Note, (ii) by the Stock Pledge Agreement on the
Pledged Stock and (iii) by the Mortgage on the Property each constitute a
perfected, first priority Lien, subject (in the case of the Property) only to
Permitted Liens.

         SECTION 5.04 FINANCIAL CONDITION. There is no liability or obligation,
direct or indirect, fixed or contingent, of the Company other than obligations
of the Company under this Agreement or under the Note or under the Subsidiary
Guaranty and there is no creditor of the Company other than the Bank; provided,
however, that the Company may have incurred obligations and may have creditors
with respect to incidental organizational costs, costs of corporate
maintenance, taxes, forward and spot currency contract obligations related to
payments under this Agreement and any consideration that may be payable to
Mortgagor or Revlon International in connection with the grant of the Mortgage
and the Stock Pledge Agreement. There has been no material adverse change in
the financial condition or business of the Company since the date of its
incorporation.

         SECTION 5.05 OWNERSHIP. The Company is a wholly-owned Subsidiary,
either directly or indirectly, of Consumer Products, and the Company has no
Subsidiaries.

         SECTION 5.06 LITIGATION; COMPLIANCE. Except for that which is
disclosed in writing to the Bank on or before the Closing Date, (a) there is no
action, suit, proceeding, judgment, order, injunction or other legal restraint
pending, or to the knowledge of the Company threatened, against or affecting
the Company, Consumer Products, Revlon International or the Mortgagor before
any Governmental Person which could materially and adversely affect the
business, financial position or results of operations of such Person or which
in any manner questions the validity of any Operative Agreement and (b) neither
the Company nor the Mortgagor is in violation of, or in default under, any
applicable Governmental Rule, which violation or default would reasonably be
expected to have a material adverse affect on the business, financial position
or results of operation of such Person nor is any Obligor in violation of, or
in default under, any applicable Governmental Rule, which violation or default
would reasonably be expected to have a material adverse effect on the condition
(financial or otherwise) of the Company or Consumer Products or on the ability
of any Obligor to perform its obligations under any Operative Agreement to
which it is a party.

         SECTION 5.07 ABSENCE OF DEFAULT IN OTHER AGREEMENTS. The Company is
not in default under any material agreement or material obligation to which it
is a party or by which it or any of its property is bound.

                                      25

<PAGE>

         SECTION 5.08 COMPLIANCE WITH ERISA. The Company and each member of its
Controlled Group have fulfilled their obligations under the minimum funding
standards of ERISA and the Code with respect to each Plan (or, with respect to
a Multiemployer Plan have made all required contributions), have not incurred
any unpaid liability to the PBGC or to a Plan under Title IV of ERISA (other
than PBGC premiums payable in the ordinary course) and have taken no actions
which would result in the occurrence of an Event of Default under Section
7.01(g). No Reportable Event has occurred during the six-year period
immediately preceding the date hereof with respect to any Plan that resulted or
would be reasonably likely to result in any unpaid liability that would be
reasonably likely to have a material adverse effect on the condition (financial
or otherwise) of the Company or Consumer Products or on the ability of any
Obligor to perform its obligations under the Operative Agreements to which it
is a party, and each Plan (other than any multiemployer health, welfare or
pension plan) has complied and has been administered in all material respects
in compliance with applicable provisions of ERISA and the Code. The amount by
which the present value of all accrued benefits under each Single Employer Plan
maintained by the Company or any member of its Controlled Group (based on then
current assumptions used to fund such Plan), as of the last annual valuation
date applicable thereto, exceeds the value of the assets of each such Plan
allocable to such benefits, in the aggregate for all such Plans as to which
such present value of benefits exceeds the value of its assets (the "UNFUNDED
PENSION AMOUNT"), is less than $60,000,000), when aggregated with the Potential
Withdrawal Liability (as hereinafter defined). Neither the Company nor any
member of its Controlled Group has during the six-year period immediately
preceding the date hereof had a complete or partial withdrawal from any
Multiemployer Plan that resulted or would be reasonably likely to result in any
unpaid withdrawal liability under Section 4201 of ERISA that would be
reasonably likely to have a material adverse effect on the condition (financial
or otherwise) of the Company or Consumer Products or on the ability of any
Obligor to perform its obligations under the Operative Agreements to which it
is a party, and the withdrawal liability under Section 4201 of ERISA to which
the Company or any member of its Controlled Group would become subject under
ERISA if the Company or any member of its Controlled Group were to withdraw
completely from all Multiemployer Plans as of the most recent valuation date
applicable thereto (the "POTENTIAL WITHDRAWAL Liability") is not in excess of
$60,000,000, when aggregated with the Unfunded Pension Amount. Neither the
Company nor any member of its Controlled Group has received notice that any
Multiemployer Plan is in Reorganization or Insolvency where such Reorganization
or Insolvency has resulted, or would be reasonably likely to result in an
unpaid liability that would be reasonably likely to have a material adverse
effect on the condition (financial or otherwise) of the Company or Consumer
Products or on the ability of any Obligor to perform its obligations under the
Operative Agreements to which it is a party nor, to the best knowledge of the
Company, is any such Reorganization or Insolvency reasonably likely to occur.

         SECTION 5.09 TAXES. (a) The Company has filed all income tax returns
that it is required to file and has paid all taxes shown to be due and payable
on such returns and all other taxes and assessments payable by it, to the
extent the same have become due and payable, other than those being contested
in good faith and by appropriate proceedings diligently pursued and for which
adequate reserves have been established on the books of the Company.

                                      26

<PAGE>

         (b) There is no withholding or other Tax (other than the Bank's Taxes
and any tax imposed or required to be withheld under Section 884 of the Code)
imposed by the United States of America or any political sub-division or any
taxing or other agency applicable to any payment to be made by the Company
pursuant to the terms of this Agreement or any document or instrument provided
for under this Agreement or to be imposed on or by virtue of the execution,
delivery, performance or enforcement of this Agreement or any document or
instrument provided for under this Agreement.

         SECTION 5.10 TITLE. The Company has good title to the Pledged Note
free and clear of all Liens except Liens created by the Operative Agreements.
Revlon International has good title to the Pledged Stock or has transferred
title thereto to a Qualified Subsidiary and such Qualified Subsidiary has
agreed in writing with the Bank to be bound by all of the terms of the Stock
Pledge Agreement in accordance with the provisions of Section 9 thereof and the
Qualified Subsidiary has good title to the Pledged Stock, free and clear of all
Liens except Liens created by the Operative Agreements. The Mortgagor has good
title to the Property free and clear of all Liens except the Lien of the
Mortgage and Permitted Liens.

         SECTION 5.11 CERTAIN REGULATIONS. The Company is not subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act or the Investment Company Act of 1940 or
any federal or state Governmental Rule limiting its ability to incur
Indebtedness.

         SECTION 5.12 NO MARGIN STOCK. No part of the proceeds of the Loan will
be used directly or indirectly for the purpose of purchasing or carrying any
"margin stock" within the meaning of Regulation G, T, U or X promulgated by the
Board of Governors of the Federal Reserve System. Neither the Company nor any
of its Subsidiaries is engaged principally, or as one of its important
activities, in the business of extending, or arranging for, credit for the
purpose of purchasing or carrying any such margin stock.

         SECTION 5.13 HAZARDOUS MATERIALS. To the best knowledge of the
Company, there do not exist on, under or surrounding the Property Hazardous
Materials in amounts which could have a material adverse effect on the value of
the Property.

         SECTION 5.14 FULL DISCLOSURE. There is no fact known to the Company
(other than matters of a general economic nature) which the Company has not
disclosed in writing to the Bank on or prior to the Closing Date and which has
or as far as the Company can now reasonably foresee is reasonably likely to
have a material adverse effect on the ability of any of the Company, Consumer
Products, Revlon International or the Mortgagor to perform each Operative
Agreement to which such Person is a party or of the Company to pay the
principal of and the interest on the Loan and any Bank Charges.

                                      27

<PAGE>

                                   ARTICLE VI

                                   COVENANTS

         The Company hereby covenants that, so long as this Agreement shall be
in effect or the Note shall be outstanding and until all amounts payable by the
Company under this Agreement and the Note to or for the account of the Bank
shall have been paid in full, unless compliance shall have been expressly
waived in writing by the Bank, it shall comply with and perform each of the
following covenants:

         SECTION 6.01 INFORMATION. The Company will deliver to the Bank:

         (a) as soon as available and in any event within 110 days after the
end of each fiscal year of the Company, Consumer Products, and the Mortgagor
their respective consolidated balance sheets as of the end of such fiscal year
and the related consolidated statements of operations and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by independent public accountants of
internationally recognized standing and containing no `going concern'
qualification or like exception or qualification arising out of the scope of
the audit;

         (b) as soon as available and in any event within 60 days after the end
of each of the first three quarters of each fiscal year of Consumer Products,
its consolidated balance sheets as of the end of such quarter and the related
consolidated statements of operations and cash flows for the quarter and
year-to-date period then ended, and, in the case of statements of operations
and cash flows, setting forth in comparative form the figures for the
corresponding period of the previous fiscal year;

         (c) simultaneously with the delivery of each set of documents referred
to in clauses (a) and (b) above, a certificate of the Chairman of the Board,
any member of the office of the President, any Vice President, the Chief
Financial Officer, the Treasurer or an Assistant Treasurer of the Company
stating whether there exists on the date of such certificate any Default or
Event of Default and, if any Default or Event of Default then exists, setting
forth the details of such Default or Event of Default and the action which the
Company is taking or proposes to take with respect to such Default or Event of
Default;

         (d) promptly upon the occurrence of any Default or Event of Default, a
certificate of the Chairman of the Board, any member of the office of the
President, any Vice President, the Chief Financial Officer, the Treasurer or an
Assistant Treasurer of the Company setting forth details of such Default or
Event of Default and the action which the Company is taking or proposes to take
with respect to such Default or Event of Default;

         (e) if and when the Company or any member of the Controlled Group
gives or is required to give notice to the PBGC of any Reportable Event with
respect to any Plan which

                                      28

<PAGE>

might constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such Reportable Event, a copy of the notice of
such Reportable Event given or required to be given to the PBGC;

         (g) from time to time, such additional reasonably available financial
information and other information regarding the financial position or business
(including information regarding the commencement of material litigation and
material developments in any such litigation) of the Company, the Mortgagor or
Consumer Products as the Bank may reasonably request.

         The Bank agrees to hold information obtained pursuant to this Section
6.01 or otherwise pursuant to this Agreement (including information obtained
pursuant to Section 6.06) confidential except (i) that the Bank may disclose
such information to its counsel or other independent consultants engaged by it
and who agree similarly to keep such information confidential, (ii) information
that is publicly available or that has also been obtained other than from or on
behalf of the Company, (iii) pursuant to the request or requirement of any
Governmental Person, (iv) in any proceeding by or before any Governmental
Person that involves or pertains to this Agreement or any other Operative
Agreement or (v) as set forth in Section 8.05(b).

         SECTION 6.02 CONSOLIDATIONS, MERGERS, SALES OF ASSETS. The Company
will not (a) consolidate with or merge into any other Person or (b) sell, lease
or otherwise transfer or permit the transfer of all or any substantial part of
its assets to any other Person, except the lending of the proceeds of the Loan.

         SECTION 6.03 INSURANCE. The Company shall carry and maintain or cause
to be carried and maintained, or, with respect to the Property, ensure that the
Mortgagor carries and maintains and there shall be carried and maintained, in
full force and effect, at its own expense as follows: (i) insurance on all its
insurable property, both real and personal, whether now owned or hereafter
acquired, against fire and other hazards or risks of the kinds customarily
insured against and in amounts reasonably considered to be prudent, (ii)
adequate insurance at all times against liability on account of injury to
persons or property or assets on the same basis as aforesaid, (iii) comply with
the insurance provisions of all applicable workmen's compensation laws, and,
(iv) insurance on the Property with such coverage (including coverage against
earthquake and fire) and in such amounts as are reasonably satisfactory to the
Bank and the Company shall keep in effect all such insurance under valid and
enforceable policies by insurers of recognized responsibility.

         SECTION 6.04 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE; NO
OBLIGATIONS, NO ACTIVITIES, NO LIENS. The Company will preserve, renew and keep
in full force and effect its corporate existence and shall at no time during
the term of this Agreement or while any amounts are outstanding under the Note
have any liability or obligation, direct or contingent and whether or not
existing on the date hereof, to any Person whatsoever other than the
obligations of the Company under this Agreement and the Note and the Subsidiary
Guaranty and immaterial liabilities or obligations incidental to its activities
permitted under this Section 6.04 or as indicated

                                      29

<PAGE>

in the proviso of Section 5.04, nor shall the Company permit any asset of the
Company to be subject to any Lien except Liens in favor of the Bank or
Permitted Liens. The Company will not engage in any activity except the
borrowing of the Loan and the relending of such borrowed funds as specified in
Section 6.08 and except as further specified in Section 5.04. Except as
provided in Section 5.04, the Company shall make no investments in any Person
in any form other than deposit accounts (including the Collateral Account).

         SECTION 6.05 COMPLIANCE WITH LAWS. The Company will comply in all
material respects with all material Governmental Rules the noncompliance with
which would materially and adversely affect the business, financial condition
or consolidated results of operations of the Company except where the necessity
of compliance is contested in good faith by appropriate proceedings and as to
which appropriate reserves have been established on the books of the Company in
accordance with generally accepted accounting principles.

         SECTION 6.06 INSPECTION OF PROPERTY, BOOKS AND RECORDS. The Company
will keep proper books of record and account in which entries, which will
permit the preparation of financial statements in conformity with generally
accepted accounting principles, shall be made of all dealings and transactions
in relation to its business and activities. The Company will permit
representatives of the Bank to visit and inspect any of its properties and to
examine any of its books and records and to discuss its affairs, finances and
accounts with its officers, all upon reasonable notice at such reasonable times
and as often as may reasonably be desired.

         SECTION 6.07 PAYMENT OF OBLIGATIONS. The Company will pay and
discharge, when due, all of its material obligations and liabilities, including
tax liabilities, except where the same may be contested in good faith by
appropriate proceedings, and will maintain, in accordance with generally
accepted accounting principles, appropriate reserves for the accrual of any of
the same.

         SECTION 6.08 USE OF PROCEEDS. The Company used the proceeds of the
Loan solely to make a loan to Consumer Products, which loan is evidenced by the
Pledged Note, pledged to the Bank as collateral security for the Loan.

         SECTION 6.09 NO AMENDMENTS TO PLEDGED NOTE. The Company will not,
directly or indirectly, amend or agree to amend or modify the terms of the
Pledged Note or to subordinate the Indebtedness of Consumer Products pursuant
to the Pledged Note to any other Indebtedness of Consumer Products.

         SECTION 6.10 COLLATERAL ACCOUNT.

         (a) The Company shall at all times maintain the Collateral Account
with the Bank (provided, that the Company shall have no liability under this
Section 6.10(a) for any failure of the Bank to maintain the Collateral Account)
and ensure that (i) upon the occurrence and during the continuation of any
Default or Event of Default, the full amount of any payment to be received by

                                      30

<PAGE>

the Company under the Pledged Note shall be paid directly by Consumer Products
into the Collateral Account and (ii) (A) the full amount of any proceeds to be
received by Revlon International upon any sale or other disposition of the
Pledged Stock (except upon sale or other disposition to a Qualified Subsidiary)
up to an amount equal to the outstanding amount of the Loan together with all
other amounts payable under this Agreement, the Note or any other Operative
Agreement, shall be deposited in the Collateral Account immediately after its
receipt by Revlon International, (B) the full amount of the proceeds to be
received by the Mortgagor in connection with any purchase and sale or other
disposition (except to a Qualified Subsidiary) of the Property or from any
insurance proceeds in respect of the Property up to an amount equal to the
outstanding amount of the Loan together with all other amounts payable under
this Agreement, the Note or any other Operative Agreement, shall be deposited
in the Collateral Account immediately after its receipt by the Mortgagor and,
in each case described in clauses (ii), (A) and (B) on the date of such
purchase and sale or other disposition or receipt of insurance proceeds,
irrespective of whether such date of receipt of the payment or the proceeds
shall occur on the last day of an Interest Period; provided, that the Company
hereby authorizes the Bank to block the withdrawal from and to retain in the
Collateral Account during the term of this Agreement all amounts deposited
therein and the Company hereby also authorizes the Bank to withdraw any and all
amounts in the Collateral Account and to apply such amounts to payment of
principal, interest or any other amounts then due and payable under this
Agreement or the Note (whether by acceleration, repayment obligation pursuant
to Section 2.06 or otherwise), immediately after such amounts are deposited in
the Collateral Account provided that, any amount then standing in the
Collateral Account in excess of the sum of (x) the outstanding amount of the
Loan and (y) any interest and other amounts due and payable to the Bank under
this Agreement, the Note and the other Operative Agreements shall be released
to the Company or to whomever may be entitled to the same under applicable law.

         (b) The Company agrees that the account book and any other documents
evidencing the Collateral Account shall be delivered to and held by the Bank as
collateral on such terms and conditions as the Bank deems fit and the Company
agrees, at its own expense, to execute and deliver from time to time such
agreements or instruments and to perform such acts as the Bank may reasonably
request to effect the purposes of this Section 6.10 and to secure and perfect
all rights and security interests to be conferred on the Bank by the terms of
this Agreement in respect of the Collateral Account. In connection with any
sale or other disposition contemplated by clause (a)(ii) above, the Company
understands and agrees that the Bank is under no obligation to release the Lien
of the Mortgage or of the Stock Pledge Agreement except upon the prior or
concurrent payment in full of the Loan and all other amounts owed under this
Agreement and the Note.

         SECTION 6.11 FINANCIAL COVENANTS. The provisions of Section 13.1 of
the New Consumer Products Credit Agreement (and the definitions used therein),
in each case as in effect on the Closing Date, are hereby incorporated in their
entirety in this Section 6.11 to the same extent as if fully set forth herein;
provided that if any amendment or supplement to, or modification or refinancing
of, the New Consumer Products Credit Agreement, or any document or agreement
related thereto, shall have the effect of changing in any respect the financial
covenants contained in Section 13.1 of the New Consumer Products Credit
Agreement (or any definition used therein), as

                                      31

<PAGE>

in effect on the Closing Date, then the provisions of this Section 6.11 shall
correspondingly be revised.


                                   ARTICLE VII

                                    DEFAULTS

         SECTION 7.01 EVENTS OF DEFAULT. If any of the following events
("EVENTS OF DEFAULT") shall have occurred and be continuing for any reason
whatsoever (and whether it shall be voluntary or involuntary or occur or be
effected by operation of law or otherwise):

         (a) The Company shall fail to pay when due any amount payable under
this Agreement or the Note on the date when and in the currency and in the
manner in which such amount is due and payable under this Agreement or the
Note, and, in the case of any payment of interest or Bank Charges, such failure
shall remain unremedied for a period of three (3) consecutive Business Days;

         (b) The Company shall fail to observe or perform any covenant
contained in Section 6.02, 6.04, 6.09 or 6.10(a) or incorporated into this
Agreement pursuant to Section 6.11(b);

         (c) Any of the Obligors shall fail to observe or perform any material
covenant or material agreement contained in any Operative Agreement to which it
is a party (other than those covenants or agreements described in clauses (a)
or (b) above), and, if capable of remedy, such failure shall remain unremedied
for 30 days after written notice of such failure has been given to the Company
by the Bank;

         (d) Any representation, warranty, certification or statement made or
deemed made by any of the Obligors in any Operative Agreement or in any
certificate, financial statement or other document delivered pursuant to any
Operative Agreement to which such Person is a party shall prove to have been
incorrect in any material respect when made or deemed made;

         (e) Any breach or default by the Company, Consumer Products or the
Mortgagor with respect to (i) the New Consumer Products Credit Agreement or
(ii) any other Indebtedness with an outstanding principal amount in excess of
U.S. $10,000,000 (or the equivalent amount in any other currency or
currencies), in each case, if the effect of such breach or default is to cause,
or to permit the holder or holders of such Indebtedness (or a trustee or agent
on behalf of such holder or holders) to cause, such Indebtedness to become or
be declared due and payable prior to its stated maturity or the stated maturity
of any underlying obligation, as the case may be (upon the giving or receiving
of notice or otherwise); provided that no such breach or default shall be an
Event of Default until after the expiration of any cure period provided by the
terms of the applicable Indebtedness;

                                      32

<PAGE>

         (f) A judgment or order for the payment of money in excess of U.S.
$5,000,000 which is not effectively covered by insurance (or the equivalent
amount in any other currency or currencies) shall be rendered against any
Obligor, and such judgment or order shall continue unsatisfied, unvacated,
unbonded or unstayed for a period of 30 days or in any event later than 5 days
prior to the date of any proposed sale under such judgment or order;

         (g) (i) any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan; (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Plan; (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is, in the reasonable opinion of the
Bank, likely to result in the termination of such Plan for purposes of Title IV
of ERISA; (iv) the Company or any member of its Controlled Group shall, or in
the reasonable opinion of the Bank is likely to, incur any liability in
connection with a withdrawal from, or the Insolvency or Reorganization of, a
Multiemployer Plan; or (v) any other event or condition shall occur or exist,
with respect to a Plan; provided, that in each case in clauses (i) through (v),
such event or condition, together with all other such events or conditions, if
any, would be reasonably likely to have a material adverse effect on the
condition (financial or otherwise) of the Company or Consumer Products or on
the ability of any Obligor to perform its obligations under the Operative
Agreements to which such Obligor is a party; or

         (h) Any Lien (other than pursuant to the Mortgage) is placed upon the
Property; provided that such event shall not constitute an Event of Default if
such Lien is a Permitted Lien or such Lien is discharged to the satisfaction of
the Bank within 10 days after the date on which such Lien is placed;

         (i) The Mortgage does not at all times constitute a valid first lien
on the Property, subject only to Permitted Liens, securing payment of the Loan
Obligations;

         (j) Each of the pledges created by the Pledge Agreement on the Pledged
Note and by the Stock Pledge Agreement on the Pledged Stock does not at all
times constitute a valid first Lien on the Pledged Note or Pledged Stock, as
the case may be, securing repayment of the Loan Obligations;

         (k) (i) The Company and Revlon International shall cease to be
wholly-owned Subsidiaries of Consumer Products or Revlon K.K. shall cease to be
a wholly owned Subsidiary of Revlon International or (ii) Ronald O. Perelman
shall cease to "control" (as such term is used in Rule 405 promulgated under
the Securities Act of 1933, as amended) any Obligor other than as a result of
the death or permanent disability of Ronald O. Perelman;

         (l) Any of the Obligors (i) shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any

                                      33

<PAGE>

bankruptcy, insolvency or other similar law now or in the future in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of its or any substantial part of its property, (ii) shall
consent to any such relief or to the appointment of or taking possession by any
such official in an involuntary case or other proceeding commenced against it,
(iii) shall make a general assignment for the benefit of creditors, (iv) shall
fail generally to pay its debts as they become due or (v) shall take any
corporate action to authorize any of the foregoing;

         (m) An involuntary case or other proceeding shall be commenced against
any Obligor, seeking liquidation, reorganization or other relief with respect
to it or its debts under any bankruptcy, insolvency or other similar law now or
in the future in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of its or any substantial part
of its property, and such involuntary case or other proceeding shall remain
undismissed and unstayed for a period of 60 days; or any order for relief shall
be entered against any Obligor under the federal bankruptcy laws as now or in
the future in effect;

         (n) The Consumer Products Guarantee shall be terminated or shall cease
to be valid and binding or in full force and effect for whatever reason or
Consumer Products shall deny its liability thereunder;

         (o) Consumer Products or any other Person that at any time is an
obligor with respect to the Pledged Note shall enter into or agree to enter
into any agreement relating to Indebtedness for borrowed money or any amendment
to or modification of any such agreement that, directly or indirectly,
prohibits the performance by Consumer Products of its obligations under the
Pledged Note;

         (p) [INTENTIONALLY OMITTED]

         (q) [INTENTIONALLY OMITTED]

         (r) [INTENTIONALLY OMITTED]

         (s) The pledge created by the PFC Pledge Agreement on the PFC Pledged
Stock does not at all times prior to the date the PFC Pledge Agreement
terminates in accordance with its terms constitute a valid first Lien on the
PFC Pledged Stock securing payment under the Consumer Products Guarantee;

         (t) Consumer Products shall cease to own more than 50% of the total
voting power of outstanding capital stock of PFC;

THEN, and in every such event: (1) in the case of any of the Events of Default
specified in Section 7.01(l) or 7.01(m) above, the principal of and the accrued
interest on the Note and all Bank Charges or other sums then owed under this
Agreement shall automatically become due and payable; or (2) in the case of any
other Event of Default specified in this Section 7.01, the Bank may, by notice

                                      34

<PAGE>

in writing to the Company, declare the principal of and the accrued interest on
the Note and all Bank Charges or other sums then owed under this Agreement to
be, and the same shall upon such notice forthwith become, due and payable and,
in addition to all other rights otherwise available to it, the Bank shall be
entitled to withdraw and apply amounts in the Collateral Account as provided in
Section 6.10


                                 ARTICLE VIII

                                 MISCELLANEOUS

         SECTION 8.01 NOTICES. Except as otherwise expressly provided in this
Agreement or any other Operative Agreements all notices, demands, instructions
and other communications required or permitted to be given to or made upon any
party to this Agreement or any other Person shall be in writing and shall be
personally delivered, delivered by overnight courier, sent by registered or
certified mail (postage prepaid, return receipt requested) or by telecopy. In
the event that any Person shall give notice pursuant to this Section 8.01 by
registered or certified mail, such Person shall use reasonable efforts to
promptly send a duplicate copy of such notice by telecopy; provided however,
that any failure to send such duplicate notice shall not affect the validity of
any notice sent by registered or certified mail (postage prepaid, return
receipt requested). All notices shall be deemed to have been given or made on
the day that such notice is delivered to or received by the intended recipient
in accordance with provisions of this Section 8.01; provided, however, that a
notice given or made by telecopy shall be deemed to have been given or made on
the date of transmission provided, however, that if the time of dispatch is not
before 4:00 p.m. (local time of the recipient) on a Business Day, any such
notice shall be deemed to have been given or made at the commencement of
business on the next succeeding Business Day. Unless otherwise specified in a
notice given or made in accordance with the provisions of this Section 8.01,
all written notices shall be given to or made upon the respective parties to
this Agreement at their respective addresses (or to their respective telecopy
numbers) indicated below, and all telephonic notices shall be given or made by
calling the telephone number or numbers indicated for such party below:

         The Company:    c/o Revlon Consumer Products Corporation
                                625 Madison Avenue
                                New York, New York  10022
                                Attn:  Vice President and Treasurer

                                Telephone:    (212) 527-5220
                                Telecopier:   (212) 527-5330

                                      35

<PAGE>

         With copies to: Revlon Consumer Products Corporation
                                625 Madison Avenue
                                New York, New York  10022
                                Attn:  Vice President and Secretary

                                Telephone:    (212) 527-5695
                                Telecopier:   (212) 527-5693


         The Bank:              The Long-Term Credit Bank of Japan, 
                                  Los Angeles Agency
                                350 South Grand Avenue
                                Suite 3000
                                Los Angeles, California  90071
                                Attention:  Mr. Shunji Sato

                                Telephone:    (213) 629-5777
                                Telecopier:   (213) 626-1067 or
                                              (213) 622-6908

If any day on which any notice is given by any party is not a Business Day,
such notice shall be deemed to have been given on the next succeeding Business
Day.

         SECTION 8.02 NO WAIVERS; REMEDIES CUMULATIVE. No failure or delay by
the Bank in exercising any remedy, right, power or privilege under this
Agreement or any other Operative Agreement shall operate as a waiver of such
remedy, right, power or privilege nor shall any single or partial exercise of
such remedy, right, power or privilege preclude any other or further exercise
of such remedy, right, power or privilege or the exercise of any other remedy,
right, power or privilege. No remedy, right, power or privilege conferred upon
or reserved to the Bank by this Agreement or any other Operative Agreement is
intended to be exclusive of any other remedy, right, power or privilege
provided or permitted by this Agreement, by such other Operative Agreement or
by law, but each shall be cumulative and in addition to every other remedy,
right, power or privilege so provided or permitted and each may be exercised
concurrently or independently from time to time and as often as may be deemed
expedient by the Bank.

         SECTION 8.03 AMENDMENTS AND WAIVERS. The terms and provisions of this
Agreement and the other Operative Agreements may not be amended, supplemented,
modified, novated or waived, or any departure by the Company or the other
Obligors from such terms and provisions consented to, except by an instrument
in writing signed by the Bank and the Company. Any amendment, supplement,
modification, novation, waiver or consent shall be for such period and subject
to such conditions as shall be specified in the written instrument effecting
the same, and any such waiver or consent shall be effective only in the
specific instance and for the sole purpose for which given.

                                      36

<PAGE>

         SECTION 8.04 CERTAIN TAXES; EXPENSES. (a) The Company shall pay or
reimburse and shall indemnify and hold the Bank harmless from and against any
present or future claim or liability for any registration, stamp, documentary
or other similar taxes or charges and any penalties or interest with respect to
such taxes or charges which might be imposed by any jurisdiction in which this
Agreement, the Note or any other Operative Agreement is enforced or sought to
be enforced on or in connection with the execution, delivery, performance,
filing, registration or enforcement (or attempted enforcement) of, or any
transaction in connection with, this Agreement, the Note and the other
Operative Agreements.

         (b) Whether or not the transactions contemplated by this Agreement are
consummated, the Company shall pay for or reimburse (i) the reasonable and
documented fees and disbursements of O'Melveny & Myers LLP, counsel for the
Bank, (ii) document production and reproduction expenses and all reasonable
fees, taxes and other charges payable in connection with recording or filing of
instruments and documents described in this Agreement, the Note and the other
Operative Agreements and (iii) all other reasonable fees, costs and expenses in
connection with the preparation, amendment, negotiation, execution and delivery
of this Agreement, the Note, the other Operative Agreements and all documents
and agreements prepared in connection with this Agreement and the consummation
of the transactions contemplated by this Agreement.

         (c) The Company shall pay for or reimburse, and shall indemnify and
hold the Bank harmless, from and against any and all costs and expenses
(including reasonable attorneys' fees and expenses) of enforcing or preserving
(including in any workout, bankruptcy or similar formal or informal proceeding)
any rights created by this Agreement, the Note, the other Operative Agreements
and all other documents executed in connection with this Agreement, provided
however, in the case of any litigation or other proceeding, such costs and
expenses of the Bank shall be payable by the Company only if the Bank prevails
in such litigation or proceeding.

         (d) The Company shall pay for or reimburse, and shall indemnify and
hold the Bank and each of its officers, directors, shareholders, employees,
agents, attorneys-in-fact and Affiliates harmless, from and against any and all
losses, liabilities, penalties, actions, suits, judgments, demands, damages,
costs and expenses (including reasonable attorney's fees and expenses and the
allocated costs for services of in-house counsel) of any nature arising from or
relating to the transactions contemplated, and the use of funds pursuant to,
this Agreement or the Note except for any losses, liabilities, penalties,
actions, suits, judgments, demands, damages, costs and expenses resulting from
the gross negligence or wilful misconduct of such indemnified person.

         (e) The agreements contained in this Section 8.04 shall survive the
termination of this Agreement and the payment in full of the Note.

         SECTION 8.05 BINDING EFFECT; ASSIGNMENT. (a) This Agreement shall be
binding upon and inure to the benefit of each party to this Agreement and their
respective successors and assigns. Except as specifically permitted in this
Agreement, the Company shall not have the right to assign any of its rights or
obligations under this Agreement.

                                      37

<PAGE>

         (b) The Bank may sell, assign, transfer, negotiate or grant
participations in all or any part of, or any interests in, the Bank's rights
and benefits under this Agreement, the Note and the other Operative Agreements
to any Person having a place of business in the United States or that is
otherwise able to provide to the Company a completed Internal Revenue Service
Form 1001 or Form 4224. The Bank may, in connection with any actual or proposed
sale, assignment, transfer or participation, disclose to the actual or proposed
purchaser, assignee, transferee or participant, any information relating to the
Loan, the Company or any other Obligor and the business of any such Person;
provided that such proposed purchaser, assignee, transferee or participant
shall agree to keep confidential all such information other than any of such
information that is then publicly available or any information that such Person
is required to disclose under applicable Governmental Rules. Any transferee
shall have all the rights of the Bank hereunder and all references in this
Agreement, the Note and the other Operative Agreements to the Bank shall, with
respect to the period after such transfer and for the purposes of such transfer
(except where the context otherwise requires or indicates), be construed as
references to the Bank and its transferee or transferees or, in the case of a
transfer of the whole of the rights and benefits of the Bank, to its transferee
or transferees alone.

         SECTION 8.06 COUNTERPARTS. This Agreement may be signed in any number
of counterparts with the same effect as if the signatures to all such
counterparts were upon the same instrument, and all such counterparts shall
constitute but one instrument. Complete sets of executed counterparts shall be
delivered to each of the Company and the Bank.

         SECTION 8.07 GOVERNING LAW. This Agreement and the Note and the rights
and duties of the parties to this Agreement and the Note shall be governed by
and construed in accordance with the laws of the State of California applicable
to contracts made and performed within the State of California.

         SECTION 8.08 JUDGMENT CURRENCY. If for the purposes of obtaining or
enforcing a judgment in any court with respect to any obligation of the Company
under this Agreement or under the Note it becomes necessary to convert any
amount due under this Agreement or the Note in one currency (the "FIRST
CURRENCY") into another currency (the "SECOND CURRENCY") then such conversion
shall be made at the buying spot rate of exchange for which the Bank could
purchase the first currency with the second currency at the close of business
on the day before the day on which the judgment is given at the place where
such court is located. If there is a change in such rate of exchange prevailing
between the day before the day on which the judgment is given and the date of
payment of such judgment, the Company agrees to pay such additional amounts (if
any) as may be necessary to insure that the amount paid on such date is the
amount in the second currency which, when converted into the first currency at
such rate of exchange in effect on the date of payment, is the amount then due
under this Agreement or under the Note in the first currency. Any amount due
from the Company under this Section 8.08 will be due as a separate debt in Yen
and shall not be affected by or merged into any judgment being obtained for any
other sums due under or in respect of this Agreement or the Note. In no event,
however, shall the Company be required

                                      38

<PAGE>

to pay more in the first currency at such rate of exchange when payment is made
than the amount of the first currency stated to be due under this Agreement or
the Note, so that in any event the Company's obligations under this Agreement
or the Note will be effectively maintained as obligations in the first
currency.

         SECTION 8.09 AGREEMENT SUPERSEDES. This Agreement supersedes all prior
agreements, written or oral, among the parties with respect to the subject
matter of this Agreement.

         SECTION 8.10 HEADINGS; TABLE OF CONTENTS. The article, section and
subsection headings and the table of contents to this Agreement are inserted
for convenience only and shall not be deemed to constitute a part of this
Agreement.

         SECTION 8.11 WAIVER OF NOTICE; TERMINATION OF AGREEMENT. The Company,
by executing this Agreement, waives to the extent permitted by law, any right
it might otherwise have to require notice or acceptance by any other Person of
its obligations or liabilities under this Agreement and the Note which are
unconditional and absolute and further waives diligence, presentment, demand of
payment, protest or notice with respect to any of the obligations of the
Company under this Agreement and the Note or with respect to any action under
Section 7.01 and all other notices and demands whatsoever, except as
specifically provided for in this Agreement. If this Agreement shall be
terminated in whole or in part by operation of law or for any reason whatsoever
other than in accordance with its terms, the Company shall nevertheless be
obligated to pay amounts equal to amounts payable by it at the time such
amounts would have become due and payable by it in accordance with the terms of
this Agreement and the Note had this Agreement not been so terminated but the
Company had elected to prepay the Note at such time.

         SECTION 8.12 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made in this Agreement and in any certificate or
other document delivered pursuant to or in connection with this Agreement and
in the Operative Agreements shall survive the execution and delivery of this
Agreement and such certificate or other document and shall be deemed to be made
on the Closing Date with respect to the facts and circumstances then existing,
and in addition, all of the representations and warranties shall survive the
Closing Date, shall be continuing and shall be deemed to be made on the first
day of each Interest Period.

         SECTION 8.13 SEVERABILITY. Any provision of this Agreement or the Note
or any other Operative Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement or the Note, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         SECTION 8.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST THE COMPANY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR

                                      39

<PAGE>

ANY OTHER OPERATIVE AGREEMENT OR ANY LOAN OBLIGATION MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA,
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY ACCEPTS FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER OPERATIVE
AGREEMENT OR SUCH LOAN OBLIGATION. The Company hereby agrees that service of
process sufficient for personal jurisdiction in any action against the Company
in the State of California may be made by registered or certified mail, return
receipt requested, to the Company at its address provided in Section 8.01, and
the Company hereby acknowledges that such service shall be effective and
binding in every respect. Nothing herein shall affect the right to serve
process in any other manner permitted by law or shall limit the right of the
Bank to bring proceedings against the Company in the courts of any other
jurisdiction.

         SECTION 8.15 WAIVER OF JURY TRIALS. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF
THE OTHER OPERATIVE AGREEMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP
THAT IS HEREBY ESTABLISHED. The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including without
limitation contract claims, tort claims, breach of duty claims and all other
common law and statutory claims. Each party hereto acknowledges that this
waiver is a material inducement to enter into a business relationship, that
each has already relied on this waiver in entering into this Agreement, and
that each will continue to rely on this waiver in their related future
dealings. Each party hereto further warrants and represents that it has
reviewed this waiver with its legal counsel and that it knowingly and
voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
OPERATIVE AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE
LOAN MADE HEREUNDER. In the event of litigation, this Agreement may be filed as
a written consent to a trial by the court.

                 [Remainder of page intentionally left blank.]

                                      40

<PAGE>

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


                                       PACIFIC FINANCE & DEVELOPMENT
                                         CORP.


                                       By: /s/ Steven Berns
                                          Title: Vice President and Treasurer



                                       THE LONG-TERM CREDIT BANK OF JAPAN,
                                         LTD., acting through its Los Angeles
                                         Agency


                                       By: /s/ Paul Clifford
                                          Title: Deputy General Manager

                                      S-1




<PAGE>

                           REVLON EXCESS SAVINGS PLAN
                               FOR KEY EMPLOYEES

                                 PLAN DOCUMENT


ARTICLE 1. INTRODUCTION

         1.1. Purpose of Plan. Revlon, Inc. has adopted the Plan set forth
herein to provide benefits in excess of those that may be provided under the
Revlon Employees' Savings and Investment Plan as a result of the limitations of
Code section 401(a)(17), 402(g) and/or 415 and as a means by which certain
designated eligible employees may elect to defer designated portions of their
Compensation and receive additional amounts of deferred compensation in the
form of Matching Credits in accordance with the terms and conditions set forth
herein.

         1.2. Status of Plan. To the extent the Plan provides benefits in
excess of the limitations of Code section 415, the Plan is intended to be an
"excess benefit plan" within the meaning of sections 3(36) and 4(b)(5) of
ERISA, and to the extent the Plan provides other benefits, the Plan is intended
to be "a plan which is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management
or highly compensated employees" within the meaning of sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted and administered to
the extent possible
 in a manner consistent with that intent.

ARTICLE 2. DEFINITIONS

         Whenever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:

         2.1. "Account" means the memorandum account(s) established for each
Participant.

         2.2. "Code" means the Internal Revenue Code of 1986, as amended from
time to time. Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any legislation which
amends, supplements or replaces such section or subsection.

         2.3. "Company" means Revlon, Inc. and those of its subsidiaries and
affiliates (and any successors thereof) set forth on Schedule A, as it may be
amended from time to time, the Boards of Directors of which have adopted the
Plan with the approval of the Revlon Board of Directors.

         2.4. "Compensation" means the amount paid by the Company as straight
time base salary for services performed as an Eligible Employee, determined
before giving effect to (a) any Elective Deferral election under the Plan or
Participation Agreement under the Savings Plan or (b) any similar agreement
under any plan described in section 125 of the Code, but not including 


<PAGE>

elective deferred compensation, bonuses, overtime pay, contributions under this
Plan or the Savings Plan or any other program of fringe benefits, or other
additional remuneration. Anything to the contrary notwithstanding, Compensation
which is more than $500,000 greater than the amount taken into account under
Code section 401(a)(17) for a Plan Year shall not count for purposes of
calculating Elective Deferrals and Matching Credits under Article 4 of the
Plan.

         2.5. "Disability" means total inability of a Participant to perform
the customary duties of his employment, which is expected to be permanent or of
long-continued duration, determined on the basis of medical evidence
satisfactory to the Plan Administrator.

         2.6. "Effective Date" means March 1, 1997.

         2.7. "Elective Deferral" means the portion of Compensation which is
deferred by a Participant under Section 4.1.

         2.8. "Eligible Employee" means each individual selected by the Plan
Administrator for eligibility to participate in the Plan for a specified Plan
Year from among the group of highly compensated or managerial employees of the
Company.

         2.9. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time. Reference to any section or subsection of
ERISA includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or subsection.

         2.10. "Matching Credit" means an amount credited to a Participant's
account by the Company with respect to Elective Deferrals pursuant to Section
4.3.

         2.11. "Participant" means any individual who participates in the Plan
in accordance with Article 3.

         2.12. "Plan" means the Revlon Excess Savings Plan for Key Employees as
set forth herein and all subsequent amendments hereto.

         2.13. "Plan Administrator" means the person, persons or entity
designated by Revlon to administer the Plan.

         2.14. "Plan Year" means the calendar year.

         2.15. "Revlon" means Revlon, Inc., a Delaware corporation.

         2.16. "Savings Plan" means the Revlon Employees' Savings and
Investment Plan.

         2.17 "Valuation Date" means the last day of each Plan Year or such
other more frequent date as the Plan Administrator or its designee may
determine.


<PAGE>

     2.18. "Vested" means the nonforfeitable right to receive the value of the
Participant's Account attributable to Elective Deferrals and Matching Credits,
determined in accordance with the vesting schedule set forth in Section 5.4.

ARTICLE 3. PARTICIPATION

         3.1. Commencement of Participation. Any individual who is an Eligible
Employee on or after the Effective Date and who has elected to defer part of
his or her Compensation in accordance with Section 4.1 shall become a
Participant on the date such Elective Deferral election is made.

         3.2. Continued Participation. Subject to Section 3.3, an individual
who has become a Participant in the Plan shall continue to be a Participant so
long as any amount remains credited to his or her Account.

         3.3. Termination of Participation. The Plan Administrator may
terminate an employee's participation in the Plan prospectively or
retroactively for any reason, including but not limited to the Plan
Administrator's determination that such termination is necessary in order to
maintain the Plan as a "plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees" within the meaning of sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.

ARTICLE 4. DEFERRALS AND CREDITS

         4.1. Elective Deferrals.

              (a) In General. An individual who is an Eligible Employee and who
has elected to defer the maximum amount under the Savings Plan may elect to
defer a portion of Compensation to be earned during a Plan Year, not to exceed
the maximum percentage for such Plan Year as established under the Savings Plan
for such year, by filing a written election with the Plan Administrator prior
to the first day of the Plan Year in which such Compensation is to be earned.
An individual who first becomes an Eligible Employee on or after the first day
of any Plan Year may elect to defer a portion of Compensation to be earned
during the remainder of the Plan Year, provided such election is made within
thirty (30) days after such individual becomes an Eligible Employee. Any
deferred amounts shall be credited to the Participant's Account as of the date
such Compensation would otherwise have been paid to the Participant.

              (b) Nature of Election. Each election under this Section 4.1
shall be made on a form approved or prescribed by the Plan Administrator and
shall apply only to Compensation to be earned after the date the election form
is completed and filed with the Plan Administrator. The election form shall
specify the whole percentage that is to be deferred, subject to the limitations
set forth in section 4.2. A Participant may change or revoke his or her
deferral election effective as of the first day of any Plan Year which follows
such change or revocation by giving written notice in a form acceptable to the
Plan Administrator before that day (or any such earlier date as 


<PAGE>

the Plan Administrator may prescribe). Any deferral election for a Plan Year
made under this Section 4.1 shall continue to be effective in current and
future Plan Years until revoked or changed pursuant to this paragraph.

     4.2. Elective Deferrals Credits. The Company shall credit the Account of
each Participant with an Elective Deferral credit equal to the excess of the
amount that would have been allocated to the Participant's Basic Account under
the Savings Plan in accordance with the Participant's election to make Pre-Tax
and Post-Tax Contributions for the applicable Plan Year, but for the
limitations of Code sections 401(a)(17), 402(g) and 415, over the amount
actually credited to such Basic Account; such credits shall be made as of the
date or dates that the amounts would have been allocated to the Participant's
Basic Account under the Savings Plan.

         4.3. Matching Credits. As soon as practicable after a Participant's
Elective Deferrals are credited to the Participant's Account, the Company shall
credit each Participant's Account with a Matching Credit equal to 50% of the
Participant's Elective Deferral credits for the payroll period. The investment
experience of the Matching Account shall be based on the market value of
Revlon, Inc. Class A common stock ("Stock").

ARTICLE 5. ACCOUNTS

         5.1. Accounts. The Plan Administrator shall establish an Account for
each Participant reflecting Elective Deferrals and Matching Credits made for
the Participant's benefit, together with any adjustments hereunder. The Plan
Administrator shall periodically provide the Participant with a statement of
his or her Account reflecting the amounts of deferrals and credits, deemed
income, gains and losses (realized and unrealized), and distributions of such
Account since the prior Valuation Date.

         5.2. Deemed Investments. Each Participant's Account shall be credited
as of each Valuation Date with earnings and losses as though such amounts were
invested in accordance with the investment elections made in writing by each
Participant to the Plan Administrator, such elections to be made from those
investments selected by the Plan Administrator from time to time and as listed
on Schedule B. Neither Revlon, the Company, the Plan Administrator nor any
other person shall have responsibility for any investment choices made or
failed to be made by a Participant.

Such elections shall remain in effect until such time as they are changed by a
Participant or no longer permitted by the Plan Administrator, provided such
change is at a time and in a form acceptable to the Plan Administrator.

The Plan Administrator shall have the authority, at any time, to add or delete
the deemed investments which may be elected by a Participant with respect to
amounts previously or prospectively deferred; provided, however, that such
deemed investments shall parallel those investments available to participants
under the Savings Plan except where: (i) the Plan Administrator, in its sole
discretion, deems it impossible or unreasonable; or (ii) in the Plan


<PAGE>

Administrator's reasonable judgment, such investments may expose the Company to
legal or financial liability.

Anything to the contrary notwithstanding, Participants may not deem to invest
their Elective Deferrals in Stock.

Revlon may, but is not obligated to, establish an irrevocable grantor trust,
assets of which may be used to pay benefits and administrative expenses of the
Plan.

         5.3. Payments. Each Participant's Account shall be reduced by the
amount of any payment made to or on behalf of the Participant under Article 6
as of the date such payment is made.

         5.4. Vesting. Subject to the provisions of Section 9.1, a Participant
will at all times be 100% Vested in the portion of his or her Account
attributable to Elective Deferrals. A Participant will be Vested in the portion
of the Account attributable to any Matching or Discretionary Credits at the
annual rate of 33 1/3% on the December 1 of the Plan Year for which Matching
Credits are granted which occur on or before a Participant's termination of
employment. Notwithstanding the foregoing, a Participant will be 100% Vested
upon completion of five years of Service as determined under the Savings Plan.
A Participant's years of Service for this purpose will be determined by the
Plan Administrator pursuant to uniform rules based on the time elapsed since
the Participant's most recent commencement of employment with the Company.

Notwithstanding the foregoing, a Participant will become 100% Vested in his or
her Account if his or her employment with the Company terminates due to death,
Disability or retirement after attainment of age 65.

         5.5. Forfeiture of Non-Vested Amounts. To the extent that any amounts
credited to a Participant's Account are not Vested at the time the Account
becomes distributable under the Plan, such non-Vested amounts shall be
forfeited.

Any amounts forfeited hereunder shall be applied to future Matching Credits
under the Plan.

ARTICLE 6. PAYMENTS

     6.1. Severe Financial Emergency. A Participant who is suffering a severe
financial emergency may apply to the Plan Administrator for a distribution
under the Plan in order to alleviate such emergency. The Plan Administrator, in
its sole discretion (but after taking into account, among other factors, the
nature and foreseeability of the alleged emergency, the Participant's other
resources, and the effect of making a distribution on the intended tax status
of the deferrals made under the Plan), may direct the Company to pay to the
Participant an amount which it determines is necessary or appropriate, not to
exceed either the Vested portion of the Participant's Account balance or the
amount applied for by the Participant, and the Company shall pay such amount to
the Participant in a single lump sum cash payment. For the purposes of this
Plan, a severe financial emergency shall be defined as an unanticipated
emergency that is caused


<PAGE>

by an event beyond the control of the Participant and that would result in an
untenable hardship to the Participant if early withdrawal were not permitted.
In no event shall a Participant be paid an amount hereunder which exceeds the
amount needed to meet the emergency, and all such amounts shall be paid in
cash.

         6.2. Termination of Employment. Subject to the provisions of Section
6.4, all payments under this Plan shall commence as soon as practicable after
termination of employment, subject to the provisions set forth in Section 6.4
and after receipt by the Plan Administrator of the required forms, except that
the source of any payment under this Plan shall be the general assets of the
Company. The form of payment shall be as set forth in Section 6.4.

         6.3. Beneficiary Designation. A Participant may designate a
beneficiary or beneficiaries who shall be entitled to receive any Vested
amounts remaining in the Participant's Account after his or her death. Such
designation shall be made in writing on a form approved or prescribed by, and
delivered to, the Plan Administrator, and may be changed by the Participant at
any time by delivering a new designation to the Plan Administrator. If there is
no such designation or no designated beneficiary survives the Participant,
payment shall be made to the Participant's estate.

         6.4. Form and Time of Payment. Except as permitted under Section 6.1,
following termination of employment, and in accordance with Section 6.2, all
Vested amounts credited to a Participant's Account shall be paid under one of
the following options:

(a) annual installments over a period elected by the Participant of 10 years,
the amount of each installment to equal the balance of his or her Account
immediately prior to the installment divided by the number of installments
remaining to be paid; or

(b) with the approval of the Plan Administrator, in its sole discretion, over a
period of less than 10 years or as a single lump sum payment. A request for
such approval shall be made in writing on a form acceptable to the Plan
Administrator.

Payments under this Section shall be made in cash. However: (i) if Stock is
available as an earnings measurement under Section 5.2; and (ii) if the
Participant's Matching Account is credited with an amount which is equivalent
in value to 100 or more shares of Stock, then the distribution from such
Account shall be made in Stock. If the Participant's Account is credited with
fewer than 100 shares of Stock, the distribution from such Account shall be
made in cash.

Payment shall be delayed until one year following a Participant's termination
of employment if the Company, in its sole discretion, deems it advisable in
order to avoid the limitations under the Internal Revenue Code.

The Company reserves the right to withhold any payroll tax which may be due and
owing from any amounts vested or payable under the Plan.


<PAGE>

         6.5. Value of Account

Except as otherwise expressly set forth in the Plan, the value of a
Participant's Account shall be determined on a reasonable and consistent basis
by the Plan Administrator.

ARTICLE 7.  ADMINISTRATION

         7.1. Plan Administrator: Interpretation. The Plan Administrator shall
be responsible for the administration of the Plan. The Plan Administrator shall
have complete discretionary control and authority with respect to the
construction, interpretation, application or administration of all aspects of
the Plan, including without limitation the power to appoint agents and counsel,
and to determine eligibility for Plan benefits and the rights and benefits and
all claims, demands and actions arising out of the provisions of the Plan of
any Participant, beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan, in a manner consistent with
Section 7.2. Such interpretation and decision shall be final, conclusive and
binding on all parties concerned, including all Participants and any person
claiming under or through any Participant. Any determination made by the Plan
Administrator shall be given deference in the event it is subject to judicial
review and shall be overturned only if it is arbitrary and capricious. Any
individual serving as Plan Administrator, or on a Committee acting as Plan
Administrator, who is a Participant will not vote or act on any matter relating
solely to himself or herself. When making a determination or calculation, the
Plan Administrator shall be entitled to rely on information furnished by a
Participant, a beneficiary, or any other person or entity. The Plan
Administrator shall be deemed to be the plan administrator with responsibility
for complying with any reporting and disclosure requirements of ERISA; provided
that Revlon shall be the plan "administrator" for purposes of Section 3(16) of
ERISA to the extent applicable.

         7.2. Claims Procedure

         (a) In General. If any person believes he or she is being denied any
rights or benefits under the Plan, such person may file a claim in writing with
the Plan Administrator. If any such claim is wholly or partially denied, the
Plan Administrator will notify such person of its decision in writing. Such
notification will contain (i) the specific reason(s) for the denial , (ii)
specific reference to pertinent plan provisions, (iii) a description of any
additional material or information necessary for such person to perfect such
claim and an explanation of why such material or information is necessary and
(iv) information as to the steps to be taken if the person wishes to submit a
request for review. Such notification will be given within 90 days after the
claim is received by the Plan Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90-day period). If such notification is not given within
such period, the claim will be considered denied as of the last day of such
period and such person may request a review of his or her claim.

         (b) Appeals. Within 60 days after the date on which a person received
a written notice of a denied claim (or, if applicable, within 60 days after the
date on which such denial is considered to have occurred) such person (or his
or her duly authorized representative) may (i)


<PAGE>

file a written request with the Plan Administrator for a review of his or her
denied claim and of pertinent documents and (ii) submit a written response and
comments to the Plan Administrator. The Plan Administrator will notify such
person of its decision in writing. Such notification will be written in a
manner calculated to be understood by such person and will contain the specific
reason(s) for the decision as well as specific references to pertinent plan
provisions. The decision on review will be made within 60 days after the
request for review is received by the Plan Administrator (or within 120 days,
if special circumstances require an extension of time for processing the
request, to enable the Plan Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person within the
initial 60-day period). If the decision on review is not made within such
period, the claim will be considered denied.

         7.3. Indemnification of Plan Administrator, etc. Revlon agrees to
indemnify and to defend to the fullest extent permitted under its Certificate
of Incorporation and By-Laws any director, officer or employee of Revlon who
serves as the Plan Administrator or as a member of a committee appointed to
serve as Plan Administrator, or who assists the Plan Administrator in carrying
out its duties as part of his or her employment (including any such individual
who formerly served in any such capacity) against all liabilities, damages,
costs and expenses (including attorneys' fees and amounts paid in settlement of
any claims approved by Revlon) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.

ARTICLE 8. AMENDMENT AND TERMINATION

         8.1. Amendments. Revlon shall have the absolute right to amend the
Plan in whole or in part at any time and from time to time, without prior
notice to any Participant or beneficiary, subject to Section 8.3, by an
instrument in writing which has been executed on Revlon's behalf by an officer
thereof or by vote of its Board of Directors.

         8.2. Termination of Plan. This Plan is strictly a voluntary
undertaking on the part of Revlon and shall not be deemed to constitute a
contract between the Company and any Eligible Employee (or any other person) or
a consideration for entering, or an inducement to enter or a condition of
employment for, the performance of services by any Eligible Employee (or other
person); nor does it provide any Participant with any guarantee to be retained
or employed by the Company. Revlon reserves the right to terminate the Plan at
any time.

         8.3. Existing Rights. No amendment or termination of the Plan shall
adversely affect the rights of any Participant (or his or her beneficiary) with
respect to amounts credited to his or her Account that are attributable to
Elective Deferrals or Matching Credits credited prior to the date of such
amendment or termination unless otherwise agreed to by the Participant (or
beneficiary). Any termination of the Plan will cause each Participant to be
100% Vested in his or her Account balance as of the date of such termination,
notwithstanding Section 5.4 but subject to the provisions of Section 9.1.

         8.4. Successors and Assignments. The rights and obligations of the
Company shall inure to the benefit of and shall be binding upon its successors
and assigns.


<PAGE>

ARTICLE 9. MISCELLANEOUS

         9.1. No Funding; Insolvency. The Plan constitutes a mere unsecured
promise by Revlon, Inc. and, if different, the Participant's employer, to make
benefit payments to Participants and beneficiaries in the future and
Participants and beneficiaries shall have the status of general unsecured
creditors of the Company. Any Accounts established pursuant to the Plan shall
remain the property Revlon, Inc. and, if different, the Participant's employer,
until distributed, and nothing in the Plan will otherwise be construed to
create a trust or to obligate Revlon, Inc. or, if different, the Participant's
employer or any other person to segregate any funds, purchase an insurance
contract, or in any other way currently to fund the future payment of any
benefits hereunder, nor will anything herein be construed to give any employee
or any other person rights to any specific assets of the Company or of any
other person or to create a fiduciary relationship between the Company or the
Plan Administrator and any Participant, beneficiary, or any other person. The
Company or any single entity of the Company may, in its sole discretion, create
a grantor trust to pay its respective obligations hereunder, but shall have no
obligation to do so. In all events, it is intended that the Plan be treated as
unfunded for tax purposes and for purposes of Title I of ERISA. Any assets held
by the Company will be subject only to the claims of the general creditors of
Revlon, Inc. and, if different, the Participant's employer to the extent of
such employer's obligation hereunder, if, under federal and state law, the
Company is insolvent (as defined below), but only to the extent that any entity
treated as part of the Company is insolvent and then only to the extent that
such entity is liable hereunder. If at any time the Plan Administrator has
determined that any entity comprising a part of the Company is insolvent, the
Plan Administrator shall discontinue payments to Plan Participants (or their
beneficiaries) who are employed by, or derive a relevant portion of benefits
from, that entity. An entity treated as part of the Company shall be considered
"insolvent" for purposes of this plan if (i) the Plan Administrator determines
that such entity is unable to pay its debts as they become due, or (ii) such
entity is subject to a pending proceeding as a debtor under the United States
Bankruptcy Code, or (iii) such entity is determined to be insolvent by an
applicable federal and/or state regulatory agency. At all times during the
continuance of the Plan, all amounts deferred and credited under the Plan,
including any earnings attributable thereto, shall be subject to the claims of
the general creditors of the respective members of the Company, to the extent
of their liability hereunder, under federal and state law. The Plan
Administrator shall resume payments to Participants (or their beneficiaries) in
accordance with the terms of this Plan only after the Plan Administrator has
determined that the entity at issue is not insolvent (or is no longer
insolvent). Provided that there are sufficient assets, if the Plan
Administrator discontinues payments to Participants (or their beneficiaries)
and subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments previously
due but not made to Participants (or their beneficiaries) under the terms of
this Plan for the period of such discontinuance.

         9.2. Nonassignability. None of the benefits, payments, proceeds or
claims of any Participant or beneficiary (or any other person) shall be subject
to any claim of any creditor of any Participant or beneficiary and, in
particular, the same shall not be subject to attachment, garnishment, levy,
execution or other legal or equitable process, whether or not voluntary, by any
creditor of such Participant or beneficiary, nor shall any Participant or
beneficiary have any right


<PAGE>

to alienate, anticipate, mortgage, commute, pledge, encumber, sell, transfer or
assign any of the benefits or payments or proceeds which he may expect to
receive, contingently or otherwise, under the Plan, in advance of any such
benefits, payment or proceeds, and any attempt to do any of the foregoing shall
be void. Except to the extent required by law, no payment shall be subject to
seizure for the payment of public or private debts, judgments, alimony or
separate maintenance, or be transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.

         9.3. Other Employee Benefits. Any Matching Credits, or earnings
attributable thereto, shall not be includable in creditable compensation in
computing benefits under any employee benefit plan of the Company except to the
extent expressly provided for thereunder.

         9.4. Withholding. The Plan Administrator shall make provision for the
reporting and withholding of any U.S. Federal, state, local or other taxes that
may be required to be reported and withheld with respect to any payments or
amounts deferred or credited by or on behalf of a Participant under this Plan
and shall pay amounts withheld to the appropriate taxing authorities or
determine that such amounts have been reported, withheld and paid by the
Company or its designee(s).

         9.5. Obligations to the Company. If a Participant or beneficiary
becomes entitled to a payment under this Plan, and if at such time the
Participant has outstanding any debt, obligation, or other liability
representing an amount owed to the Company, the amount of such indebtedness or
claim may be set off against the amount remaining to be paid to the Participant
or the Participant's beneficiary. Consent to such reduction or set off shall be
evidenced by the Participant's signature on the election form.

         9.6. No Third Party Rights. Nothing in this Plan shall be construed to
create any rights hereunder in favor of the beneficiary of any Participant
prior to the Participant's death or in favor of any other person (other than
the Company and any Participant) or to limit Revlon's right to amend or
terminate the Plan in any manner to the extent provided in Article 8,
notwithstanding that such amendment or termination might adversely affect
potential rights of beneficiaries under the Plan.

         9.7. Notice. Any notice required or permitted to be made under this
Plan shall be sufficient if in writing and delivered, or sent by registered or
certified mail, to (i) in the case of notice to Revlon or the Plan
Administrator, 625 Madison Avenue, New York, New York 10022, directed to the
attention of the Plan Administrator, with a copy to Senior Vice President and
General Counsel, Law Department, 16th Floor, and (ii) in the case of a
Participant or the Participant's beneficiary, the Participant's (or such
beneficiary's) mailing address maintained in the Company's personnel records.
Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark or on the receipt for
registration or certification.

         9.8 Distribution of Plan and Amendments; Acknowledgment. The Plan
Administrator shall furnish each Participant with a copy of this Plan prior to
the Participant's initial Elective Deferral election hereunder. In addition,
the Plan Administrator shall furnish each Participant, or


<PAGE>

in the case of a deceased Participant, the Participant's beneficiary, with the
copy of any amendment of this Plan to the extent it directly affects the
beneficiary of that Participant or beneficiary. Each Participant, prior to or
simultaneously with the Participant's initial Elective Deferral election, shall
acknowledge receipt of a copy of the Plan. Such acknowledgment shall constitute
an agreement by the Participant that the Participant, the Participant's
beneficiary and any representatives thereof shall be bound by all of the terms
and conditions of the Plan.

         9.10. Receipt and Release. Any payment to any Participant or
beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Company and the Plan
Administrator under the Plan. If any Participant or beneficiary is determined
by the Plan Administrator, in its sole discretion, to be incompetent by reason
of physical or mental disability (including minority) to give a valid receipt
and release, the Plan Administrator may cause the payment or payments becoming
due to such person to be made to another person for his or her benefit without
responsibility on the part of the Plan Administrator or the Company to follow
the application of such funds. If at any time any doubt exists as to the right
of any person to any payment under the Plan or as to the amount or time such
payment (including, without limitation, any case of doubt as to identity and
any case in which any notice has been received from any other person claiming
any interest in amounts payable under the Plan or a claim for other persons may
exist by reason of community property or similar laws), the Plan Administrator
shall be entitled, in its discretion, to postpone payment of such sum until
such right or amount or time is determined or an order of a court of competent
jurisdiction is obtained, to pay such sum into court in accordance with
appropriate rules of law in such case then provided, or to make payment only
upon receipt of a bond or similar indemnification (in such amount and in such
form as is satisfactory to the Plan Administrator).

         9.11. Government Regulations. It is intended that this Plan will
comply with all applicable laws and government regulations, and the Company
shall not be obligated to perform any obligation hereunder in any case where,
in the opinion of the Company, such performance would result in the violation
of any law or regulation.

         9.12. Governing Law. Except to the extent preempted by Federal law,
the Plan shall be construed, administered, and governed in all respects under
and by the laws of the State of New York (without regard to its laws on
conflict of laws). If any provision shall be held by court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.


<PAGE>

         9.13. Headings and Subheadings. Headings and subheadings in this Plan
are inserted for convenience only and are not to be considered in the
construction of the provisions hereof.

         IN WITNESS WHEREOF, Revlon has caused the Plan to be executed by its
duly authorized officer this 24th day of February, 1997.


                                 REVLON, INC.

                                 By: /s/ Ronald H. Dunbar
                                    -------------------------------------------
                                 Title: Senior Vice President - Human Resources
                                       ----------------------------------------

<PAGE>

                                   SCHEDULE A

                            Participating Employers
                            -----------------------

   Employer                                                     Effective Date

   Revlon Consumer Products Corporation                         March 1, 1997


<PAGE>

                                   SCHEDULE B

                              Selected Investments
                              --------------------

Putnam Fund for Growth & Income

Putnam Investors Fund

Putnam Voyager Fund

Putnam OTC & Emerging Growth Fund

Putnam Diversified Income Trust

Putnam Stable Value Fund

Putnam International Growth Fund

Putnam New Opportunities Fund

Putnam Asset Allocation - Growth

Putnam Asset Allocation - Balanced

Putnam Asset Allocation - Conservative

Revlon Company Stock Fund (To invest Matching Credits only)




<TABLE> <S> <C>


<PAGE>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                          39,900
<SECURITIES>                                         0
<RECEIVABLES>                                  418,500
<ALLOWANCES>                                    24,400
<INVENTORY>                                    367,100
<CURRENT-ASSETS>                               885,000
<PP&E>                                         595,800
<DEPRECIATION>                                 213,700
<TOTAL-ASSETS>                               1,712,200
<CURRENT-LIABILITIES>                          524,600
<BONDS>                                      1,472,600
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                     54,600
<COMMON>                                           500
<OTHER-SE>                                    (536,200)
<TOTAL-LIABILITY-AND-EQUITY>                 1,712,200
<SALES>                                      1,064,700
<TOTAL-REVENUES>                             1,064,700
<CGS>                                          368,000
<TOTAL-COSTS>                                  368,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 2,300
<INTEREST-EXPENSE>                              66,900
<INCOME-PRETAX>                                 (7,100)
<INCOME-TAX>                                     9,000
<INCOME-CONTINUING>                            (16,100)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                (14,900)
<CHANGES>                                            0
<NET-INCOME>                                   (31,000)
<EPS-PRIMARY>                                    (0.61)
<EPS-DILUTED>                                        0
        


</TABLE>