EXHIBIT 10.14


           Memo of Agreement  dated  December  15, 1997  between  Allou Health &
Beauty Dist., Inc. and Local No. 1.

           The parties agree as follows:

           (a)        All items not  changed by the  following  shall  remain in
effect.

           (b)        The EBH shall  commence  December 15, 1997 and shall be in
effect until December 14, 2000.

           (c)        Wages - The employees on the payroll as of January 2, 1998
and who have completed  their  probationary,  and shall receive a $300 bonus six
(6) months later all  employees  employed on January 2, 1998 and still  employed
six (6) months later shall receive an additional $300 bonus.

               January 2, 1999  -   $ .15 income  -  6 Months thereafter $.10
               January 2, 2000  -   $ .15 income  -  6 Months thereafter $.10


                  Committee          Local No. 1                    Allou

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