EXHIBIT 10.15

                    SECOND AMENDMENT TO MANAGEMENT AGREEMENT


     This Second Amendment ("Amendment") is made as of October 6, 1997 between
Carson Products Company, a Delaware corporation ("CPC") and AM Cosmetics, a
Delaware corporation ("AMC").  This Amendment is made with reference to that
certain Management Agreement dated June 26, 1996, between AMC and CPC
("Management Agreement"), an amended by a First Amendment to Management
Agreement dated as of June 1, 1997.  All capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Management Agreement.

     WHEREAS, CPC has agreed in the Management Agreement to provide certain
management services for and on behalf of AMC; and

     WHEREAS, the compensation to be paid by AMC to CPC for the management
services is to be a percentage of AMC's Net Sales; and

     WHEREAS, CPC and AMC desire to amend the Management Agreement to provide
the compensation to be paid by AMC to CPC for the management services will be,
as of January 1, 1998, a flat fee instead of a percentage of AMC's Net Sales.

     NOW, therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree an
follows:

                              SECTION 1. AMENDMENT

          1.1  Section 5 "Compensation of "CPC" of the Management Agreement is
hereby amended as follows:

          The following new paragraph is to be inserted at the end of the first
          paragraph in Section 5:

          "Notwithstanding anything contained in this Section 5 to the contrary,
          CPC and AMC agree that commencing January 1, 1998 the compensation to
          be paid by AMC to CPC shall changed from a percentage of AMC's Net
          Sales to a flat fee of $25O,000 per year payable quarterly in
          arrears."

          SECTION 2. RATIFICATION OF AGREEMENT

          2.1  Except to the extent expressly set forth herein, this Amendment
shall not constitute a release of, consent to or waiver of any other provision,
term or condition of the Management Agreement.  Except as herein amended, the
Management Agreement is ratified and confirmed in all respects and shall remain
in full force and effect in accordance with its terms.

 
          SECTION 3.  COUNTERPARTS AND EFFECTIVENESS

          This Amendment may be executed in any number of counterparts, and al
such counterparts taken together shall be deemed to constitute one and the same
Instrument.  Signature pages may be detached from counterpart documents and
reassembled to form duplicate executed originals.  SignatureS may be by
facsimile.


          This Amendment shall become effective as of the date hereof upon the
execution of the counterparts hereof by CPC and AMC.

          SECTION 4.     GOVERNING LAW

          This Amendment shall be governed by, and shall be construed and
enforced in accordance with, the laws of the State of New York without regard to
the principles of conflict of law.

     Witness the execution hereof by the respective duly authorized officers of
the undersigned as of the date first above written.


                                    CARSON PRODUCTS COMPANY

                                    by:  /s/ Dr. Leroy Keith
                                         ----------------------
                                         Name:  Dr. Leroy Keith
                                         Title: Chairman and
                                                   C.E.O.

                                    AM COSMETICS, INC.

                                    by:  /s/ J.M. Lewis
                                         ----------------------------
                                         Name:  J.M. Lewis
                                         Title: Senior Vice President

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