AGREEMENT


         This  Agreement  is made this 14th day of July 1997 by and among Azurel
Ltd. ("Company"), Scent Overnight, Inc. ("Scent") and Gerard Semhon ("Semhon").


                                    PREAMBLE

         Semhon is an officer,  director and principal shareholder of Azurel and
Scent.  Semhon and Azurel are indebted to each other as  hereinafter  described.
Azurel is indebted to Scent pursuant to a promissory  note dated October 1, 1996
given in payment for the  purchase  price of the assets of Scent  ("Note").  The
parties desire to readjust the  indebtedness  among themselves and to modify the
Note.

         NOW THEREFORE in  consideration of the mutual promises herein contained
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

         1. Semhon  acknowledges  that he is indebted to Azurel in the amount of
$144,815.  Azurel  acknowledges  that is  indebted  to Semhon  in the  amount of
$74,389.  The amount due from Semhon is hereby set off against the amount due to
Semhon  leaving a balance  due from Semhon to Azurel of  $70,426,  which  Semhon
confirms  is validly  due  without  counterclaim,  set off or  defense  ("Semhon
Debt").

         2. Azurel hereby  assigns,  sets over,  conveys and delivers the Semhon
Debt to  Scent  in part  payment  of the  Note and  Scent  hereby  accepts  such
assignment,  without  recourse against Azurel in part payment of the Note. Scent
hereby  confirms  that the amount due under the Note,  after  such  payment,  is
$154,574 plus interest at 9% per annum from the date of the Note.

         3. Scent hereby agrees to the  modification  of the term of the Note as
more fully set forth in the amended and restated  promissory note being executed
and delivered simultaneously with the execution hereof.

         4. This  Agreement  shall be governed and construed in accordance  with
the laws of the  State  of New  York  applicable  to  agreements  made and to be
performed  solely  within  such  state.  This  agreement   contains  the  entire
understanding  of the  parties  on the  subject  matter  hereof  and  all  prior
discussions and negotiations are merged herein.

         IN WITNESS  WHEREOF,  the parties hereto have set their hands and seals
as of the day and year first above written.



                                  /s/ Gerard Semhon
                                  Gerard Semhon


                                   Azurel Ltd.


                                   By:  /s/ Constantine Bezas


                                   Scent Overnight, Inc.


                                   By:   /s/  Gerard Semhon