
EXHIBIT 2.1

                                    AGREEMENT

       AGREEMENT  dated this 21st day of May,  2002 by and between JEAN PHILIPPE
FRAGRANCES,  LLC, a New York limited liability company with its principal office
at 551 Fifth  Avenue,  New  York,  New York  10176  ("Purchaser");  and  TRISTAR
CORPORATION,  DEBTOR-IN-POSSESSION  in  the  Chapter  11  proceeding,  Case  no.
01-53706,  U.S.  Bankruptcy  Court,  Western  District  of  Texas,  San  Antonio
Division, with its principal office at One Eurostar Drive, Pleasanton,  TX 78064
("Seller").

                              W I T N E S S E T H:

       WHEREAS,  Seller is prepared to sell  certain of its assets to  Purchaser
upon the terms and subject to the conditions set forth herein;

       WHEREAS,  Seller and New Co. are to enter into a Manufacturing  Agreement
substantially  in the form annexed hereto as EXHIBIT 6.1E,  simultaneously  with
the execution and delivery of this Agreement;

       WHEREAS,   Seller,  Purchaser  and  Manufacturer  are  to  enter  into  a
Non-Competition and Non-Solicitation Agreement substantially in the form annexed
hereto as EXHIBIT 6.1F  simultaneously  with the  execution and delivery of this
Agreement; and

       WHEREAS,  Purchaser  is prepared to acquire  such assets from Seller upon
the terms and subject to the conditions set forth herein.

       NOW, THEREFORE, in consideration of the mutual covenants,  conditions and
promises contained herein, the parties hereby agree as follows:

                                     ARTICLE
                              DEFINITIONS AND USAGE

       1.1    DEFINITIONS.  For purposes of this Agreement,  the following terms
and  variations  thereof  have the  meanings  specified  or  referred to in this
ARTICLE 1.1:

"Affiliate"--

With respect to a particular individual:

       (a)    each other member of such individual's Family;

       (b)    any Person that is directly or indirectly controlled by any one or
more members of such individual's Family;

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       (c)    any  Person in which  members  of such  individual's  Family  hold
(individually or in the aggregate) a Material Interest; and

       (d)    any  Person  with  respect  to which one or more  members  of such
individual's Family serves as a director,  officer, partner, executor or trustee
(or in a similar capacity).

With respect to a specified Person other than an individual:

       (a)    any Person that  directly or indirectly  controls,  is directly or
indirectly  controlled by or is directly or indirectly under common control with
such specified Person;

       (b)    any  Person  that  holds a  Material  Interest  in such  specified
Person;

       (c)    each Person that serves as a director,  officer, partner, executor
or trustee of such specified Person (or in a similar capacity);

       (d)    any  Person  in  which  such  specified  Person  holds a  Material
Interest; and

       (e)    any Person with respect to which such specified Person serves as a
general partner or a trustee (or in a similar capacity).

For  purposes  of  this  definition,  (a)  "control"  (including  "controlling,"
"controlled  by," and "under common control with") means the possession,  direct
or indirect, of the power to direct or cause the direction of the management and
policies of a Person,  whether  through the ownership of voting  securities,  by
contract or otherwise,  and shall be construed as such term is used in the rules
promulgated under the Securities Act; (b) the "Family" of an individual includes
(i) the individual, (ii) the individual's spouse, (iii) any other natural person
who is related to the  individual or the  individual's  spouse within the second
degree and (iv) any other natural person who resides with such  individual;  and
(c)  "Material  Interest"  means  direct or indirect  beneficial  ownership  (as
defined in Rule 13d-3  under the  Exchange  Act) of voting  securities  or other
voting  interests  representing  at least ten percent  (10%) of the  outstanding
voting  power  of a Person  or  equity  securities  or  other  equity  interests
representing at least ten percent (10%) of the outstanding  equity securities or
equity interests in a Person.

"Assets"--as defined in ARTICLE 2.1.

"Bankruptcy  Court"- United States Bankruptcy Court,  Western District of Texas,
San Antonio Division in the Chapter 11 proceeding, Case no. 01-53706.

"Bankruptcy  Court Order"- An Order of the Bankruptcy  Court which orders all of
the Assets of Seller to be sold to Purchaser free and clear of all Encumbrances.

"Bankruptcy Court Rejection Order"- as defined in ARTICLE 6.1(E).

"Brands"-- as defined in ARTICLE 2.1(A).

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"Business" -- the production,  manufacture,  marketing, distribution and sale by
Seller of mass market  fragrance  products,  perfumes,  eau de toilette,  eau de
cologne,  deodorants,  cosmetics,  health and beauty and personal care products,
for men, women and children.

"Closing"--as defined in ARTICLE 2.5.

"Closing Date"-- as defined in ARTICLE 2.5.

"Encumbrance"--any  charge, claim, community or other marital property interest,
condition,   equitable  interest,   lien,  option,  pledge,  security  interest,
mortgage,  right  of way,  easement,  encroachment,  servitude,  right  of first
option, right of first refusal or similar restriction, including any restriction
on use,  voting  (in the case of any  security  or equity  interest),  transfer,
receipt of income or exercise of any other attribute of ownership.

"Environmental,  Health and Safety  Liabilities"--any  cost,  damages,  expense,
liability,  obligation  or  other  responsibility  arising  from  or  under  any
Environmental  Law or  Occupational  Safety  and  Health  Law,  including  those
consisting of or relating to:

       (a)    any environmental, health or safety matter or condition (including
on-site or off-site contamination, occupational safety and health and regulation
of any chemical substance or product);

       (b)    any  fine,  penalty,   judgment,   award,  settlement,   legal  or
administrative proceeding, damages, loss, claim, demand or response, remedial or
inspection cost or expense arising under any  Environmental  Law or Occupational
Safety and Health Law;

       (c)    financial   responsibility   under   any   Environmental   Law  or
Occupational  Safety and  Health Law for  cleanup  costs or  corrective  action,
including any cleanup,  removal,  containment  or other  remediation or response
actions ("Cleanup") required by any Environmental Law or Occupational Safety and
Health Law  (whether or not such  Cleanup has been  required or requested by any
Governmental Body or any other Person) and for any natural resource damages; or

       (d)    any other  compliance,  corrective  or remedial  measure  required
under any Environmental Law or Occupational Safety and Health Law.

The terms  "removal,"  "remedial"  and  "response  action"  include the types of
activities covered by the United States  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980 (CERCLA).

"Environmental Law"--any Legal Requirement that requires or relates to:

       (a)    advising  appropriate  authorities,  employees  or the  public  of
intended or actual Releases of pollutants or hazardous  substances or materials,
violations of discharge  limits or

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other  prohibitions  and  the  commencement  of  activities,  such  as  resource
extraction  or  construction,   that  could  have  significant   impact  on  the
Environment;

       (b)    preventing  or  reducing  to  acceptable  levels  the  Release  of
pollutants or hazardous substances or materials into the Environment;

       (c)    reducing the quantities,  preventing the Release or minimizing the
hazardous characteristics of wastes that are generated;

       (d)    assuring that products are designed, formulated, packaged and used
so  that  they  do  not  present  unreasonable  risks  to  human  health  or the
Environment when used or disposed of;

       (e)    protecting resources, species or ecological amenities;

       (f)    reducing  to   acceptable   levels  the  risks   inherent  in  the
transportation  of hazardous  substances,  pollutants,  oil or other potentially
harmful substances;

       (g)    cleaning up pollutants  that have been  Released,  preventing  the
Threat of Release or paying the costs of such clean up or prevention; or

       (h)    making responsible parties pay private parties, or groups of them,
for damages done to their health or the Environment or permitting self-appointed
representatives  of the public  interest to recover for injuries  done to public
assets.

"Intellectual Property "--as defined in ARTICLE 2.1(A).

"Inventories"--  Raw materials,  component parts,  work in progress and finished
goods relating  exclusively  to the  Intellectual  Property on Seller's  current
order form or current forecast, and collateral or ancillary items (such as point
of sale merchandise,  testers, samples and cartons), wherever located, as are in
the possession, custody or control of Seller.

"Legal   Requirement"--any   federal,   state,   local,   municipal,    foreign,
international, multinational or other constitution, law, ordinance, principle of
common law, code, regulation, statute or treaty.


"New Co." -- Fragrance Impressions  Corporation,  a Delaware corporation,  to be
owned, in part, and controlled by the existing management of Seller.

"Ordinary  Course of  Business"--an  action  taken by a Person will be deemed to
have been taken in the Ordinary Course of Business only if that action:

       (a)    is  consistent  in  nature,  scope  and  magnitude  with  the past
practices  of such  Person and is taken in the  ordinary  course of the  normal,
day-to-day operations of such Person;

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       (b)    does  not  require  authorization  by the  board of  directors  or
shareholders  of such  Person (or by any  Person or group of Persons  exercising
similar   authority)  and  does  not  require  any  other  separate  or  special
authorization of any nature; and

       (c)    is similar in nature,  scope and magnitude to actions  customarily
taken, without any separate or special authorization,  in the ordinary course of
the normal,  day-to-day operations of other Persons that are in the same line of
business as such Person.

"Promissory Note"--as defined in ARTICLE 2.3(A)(I).

"Purchase Price"--as defined in ARTICLE 2.2.

"Purchaser"--as defined in the first paragraph of this Agreement.

"Seller"--as defined in the first paragraph of this Agreement.

"Tangible Personal  Property"--  formulae,  molds,  models,  dies, casts, forms,
packaging  patterns,  reproductions  and displays  relating  exclusively  to the
Intellectual  Property;  customer lists and sales histories for each of the past
three (3) years,  and distributor  list and sales histories for each of the past
three (3) years;  and all other  proprietary  materials  relating thereto in the
possession  or control  of Seller for  Inventory  together  with any  express or
implied  warranty  by the  manufacturers  or  sellers  or lessors of any item or
component part thereof and all maintenance  records and other documents relating
thereto.

"Trade Credits"--as defined in ARTICLE 3.7.


"Trademarks"--as defined in ARTICLE 2.1(A).

       1.2    USAGE.

       (a)    Interpretation.   In  this  Agreement,  unless  a  clear  contrary
intention appears:

       (i)    the singular number includes the plural number and vice versa;

       (ii)   reference to any Person  includes  such  Person's  successors  and
assigns  but,  if  applicable,  only  if such  successors  and  assigns  are not
prohibited by this Agreement, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually;

       (iii)  reference to any gender includes each other gender;

       (iv)   reference  to any  agreement,  document or  instrument  means such
agreement, document or instrument as amended or modified and in effect from time
to time in accordance with the terms thereof;

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       (v)    reference to any Legal Requirement means such Legal Requirement as
amended, modified,  codified, replaced or reenacted, in whole or in part, and in
effect  from  time  to  time,   including  rules  and  regulations   promulgated
thereunder,  and  reference  to any  Article  or other  provision  of any  Legal
Requirement  means that provision of such Legal Requirement from time to time in
effect and constituting the substantive amendment,  modification,  codification,
replacement or reenactment of such Article or other provision;

       (vi)   "hereunder," "hereof," "hereto," and words of similar import shall
be deemed  references  to this  Agreement  as a whole and not to any  particular
Article, Article or other provision hereof;

       (vii)  "including"  (and  with  correlative   meaning   "include")  means
including  without  limiting the  generality of any  description  preceding such
term;

       (viii) "or" is used in the inclusive sense of "and/or";

       (ix)   with respect to the  determination  of any period of time,  "from"
means "from and including" and "to" means "to but excluding"; and

       (x)    references to documents, instruments or agreements shall be deemed
to refer as well to all addenda, exhibits, schedules or amendments thereto.

       (b)    As used herein,  the term "this  Agreement" means the body of this
Agreement and the Schedules and Exhibits hereto.

       (c)    Accounting Terms and  Determinations.  Unless otherwise  specified
herein, all accounting terms used herein shall be interpreted and all accounting
determinations  hereunder  shall be made in accordance  with generally  accepted
accounting principles.

       (d)    Legal Representation of the Parties. This Agreement was negotiated
by the  parties  with  the  benefit  of  legal  representation,  and any rule of
construction  or  interpretation   otherwise  requiring  this  Agreement  to  be
construed or interpreted  against any party shall not apply to any  construction
or interpretation hereof.

                                   ARTICLE II
                                SALE AND PURCHASE

       2.1    SALE AND PURCHASE OF CERTAIN ASSETS. Upon the terms and subject to
the conditions of this Agreement,  at the Closing,  Seller agrees to irrevocably
sell, assign,  transfer and convey to Purchaser,  all of Seller's right,  title,
and interest in and to any and all of the following (the "Assets"):

              (a)    world-wide trademarks,  service marks, patents, copyrights,
       trade  secrets  and   applications   therefor,   and  other   proprietary
       information,  including  all  distribution


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       rights and goodwill for the product brands listed on the annexed SCHEDULE
       2.1(A)  (the   "Brands")   and  the  name  Tristar,   (collectively   the
       "Intellectual  Property"),   but  not  including  rights  to  the  brand,
       Fragrance Impressions;

              (b)    the Tangible Personal Property; and

              (c)    the Inventory,  to which the formulas,  as set forth in the
       annexed  SCHEDULE  2.1(C),  and Trade Credits as set forth in the annexed
       SCHEDULE 3.7, which exist as of the date of the Bankruptcy Court Order.

Seller's assets not consisting of the Intellectual  Property,  Tangible Personal
Property, Inventory or Trade Credits are not being conveyed to Purchaser.

       2.2    CALCULATION  OF PURCHASE  PRICE.  The  Purchase  Price shall be as
follows:

              (a)    for the  Intellectual  Property and the  Tangible  Personal
       Property, $3,500,000; and

              (b)    $3,738,000

              (i)    for the Inventory, subject to adjustment in accordance with
       the  terms of  ARTICLE  2.3(b)  hereof,  F.O.B.  where the  Inventory  is
       located; and

              (ii)   for the Trade Credits,  subject to adjustment in accordance
       with the terms of ARTICLE 2.3(C).

       2.3    PAYMENT  OF THE  PURCHASE  PRICE.  Purchaser  agrees  to  pay  the
Purchase Price as follows:

       (a)    For the Intellectual Property and Tangible Personal Property,

              (i)    $500,000.00 by bank,  cashier's or certified  check,  or by
wire transfer of immediately  available funds through the Federal Reserve System
at Closing; and

              (ii)   $3,000,000.00  by delivery at Closing of a Promissory  Note
in the form annexed hereto as EXHIBIT 2.3AII,  payable $500,000 per annum on the
next six (6) anniversary dates of the Closing without  interest.  The Promissory
Note shall be prepaid to the extent of 3.0% of net sales of the Brands,  payable
within 45 days after the end of each calendar quarter; and

       (b)    For the  Inventory  and the  Trade  Credits,  $3,738,000  by bank,
cashier's or certified check, or by wire transfer of immediately available funds
through the Federal Reserve System at Closing;

              (i)    Attached hereto as SCHEDULE 2.3(B) is the physical count of
the  Inventory in  accordance  with the  provisions  of ARTICLE 3.5 HEREOF,  and
Seller agrees to release the Inventory to

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Purchaser at Closing.

       (c)    Notwithstanding  the  provisions of ARTICLE 2.3(A) AND (B), in the
event that the Purchase  Price for the  Inventory  and the Trade Credits is less
than $6.5 million,  then in such event, the principal  balance of the Promissory
Note shall be reduced by such amount as is  necessary  to increase the amount of
cash portion of the Purchase Price paid at Closing, so that the aggregate amount
of the cash  portion of the  Purchase  Price  being paid at Closing  shall equal
$7,000,000 (the "Note Prepayment  Amount").  The remaining  principal balance of
the Promissory Note shall be further reduced by the difference  between the Note
Prepayment  Amount and the calculated  discounted Note Prepayment  Amount to its
present  value  using the prime rate less one  percent as may be in effect as of
the Closing  Date,  which shall be credited  against the last payments that were
due on the Promissory Note.  Notwithstanding  anything to the contrary contained
in this  Agreement,  the  Promissory  Note, or the Bankruptcy  Court Order,  the
aggregate  Purchase  Price paid for the Assets shall not be more than the sum of
(i) $3,500,000 for the Intellectual Property and the Intangible Assets,  subject
to the discount  allowed for Promissory  Note  prepayments,  and the (ii) actual
Purchase Price determined for the Inventory and Trade Credits.

       2.4    NO ASSUMPTION OF SELLER'S LIABILITIES OR OBLIGATIONS.

       (a)    Except as set forth in ARTICLE  2.4(B) AND (C)  hereof,  Purchaser
does  not and  shall  not  assume  any  agreements,  contracts,  liabilities  or
obligations of Seller, whether accrued, contingent,  liquidated or unliquidated,
including but not limited to any Environmental,  Health and Safety  Liabilities.
Seller  covenants  and  agrees  with  Purchaser,  that  Purchaser  shall have no
liability or obligation whatsoever for any liabilities or obligations of Seller,
including but not limited to any Environmental, Health and Safety Liabilities.

       (b)    At Closing,  Purchaser  agrees to assume the obligations of Seller
solely to the extent set forth in the  Agreement  dated 16 October  2000 between
Seller and Jamnadas Odhavji Sheth.

       (c)    At Closing,  Purchaser agrees to assume the obligations and accept
the rights of, Kirit Sunderlal Sheth,  solely to the extent such obligations and
rights  are set forth in the  Agreement  dated 18  October  2000  between  Kirit
Sunderlal  Sheth and  Jamnadas  Odhavji  Sheth,  to the  extent  such  agreement
pertains to Seller.

       2.5    CLOSING. Subject to the fulfillment of the conditions precedent as
hereinafter set forth,  the closing under this Agreement,  (the "Closing") shall
take place at the offices of Jean  Philippe  Fragrances,  LLC, 551 Fifth Avenue,
New York,  NY 10176 , at 11:00 A.M. on May 21, 2002 or at such other time and at
such other place as shall be fixed by mutual  consent of the parties hereto (the
"Closing Date").

                                   ARTICLE III
                                    INVENTORY

       3.1    INVENTORY.

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       (a)    The  Inventory  to be purchased by Seller is described in SCHEDULE
2.1C and is physically located as set forth in such schedule.

       (b)    Any  portion  of the  Inventory  which is being held  pursuant  to
lay-a-way or similar  installment sale arrangement shall not be included as part
of the Inventory.

       3.2    RISK OF LOSS.  The risk of loss of any Inventory  prior to release
of the Inventory to Purchaser  because of loss,  theft,  fire or other casualty,
shall be borne by Seller..

       3.3    RETURNS; RECEIVABLES.

       (a)    In the event that finished goods Inventory are returned to Seller,
its  assignees or  successors  in interest by third  parties  subsequent  to the
Closing Date ("Returns"), then in such event

              (i)    if the  Returns  are made  during the first six months from
the first  Closing  Date in the Ordinary  Course of Business,  then such Returns
must be approved by Seller,  its  assignees  or  successors  in interest and the
credit to the customer for the Returns  shall be the  responsibility  of Seller,
its assignees or successors in interest, and

                     (I)    if such  Returns are on the current  order forms and
in the current product lines being sold ("Current Returns"),  then and Purchaser
shall buy such  Current  Returns at  Seller's  standard  cost,  less the cost of
refurbishing,  including all costs as may be needed for refurbishing the Current
Returns,  including,   folding  cartons,  master  carton  and  shrink-wrap,  but
excluding  the  cost of  labor,  which  shall  be  contributed  by New  Co.,  as
hereinafter defined; and

                     (II)   if  such  Returns  are  not  Current  Returns,  then
Purchaser shall buy such Returns at 50% off standard cost;

              (ii)   if the Returns are made in the Ordinary  Course of Business
after the first six months but prior to the expiration of twelve months from the
first Closing Date, then

                     (I)    for  Current  Returns,  the  credit to the  customer
shall be the responsibility of Purchaser; and

                     (II)   for  Returns  which are not  Current  Returns,  such
Returns must be approved by the Seller, its assignees or successors in interest,
and Purchaser shall buy such Returns at a closeout selling price; and

              (iii)  if the Returns are made in the Ordinary  Course of Business
after the expiration of twelve months from the first Closing Date, then

                     (I)    for  Current  Returns,  the  credit to the  customer
shall be the responsibility of Purchaser, and

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                     (II)   for  Returns  which are not  Current  Returns,  such
Returns must be approved by the Seller, its assignees or successors in interest,
and Purchaser shall buy such Returns at 50% off standard cost.

All approvals of Seller,  its  assignees or  successors  in interest  under this
ARTICLE 3.3(A) shall not be unreasonably denied or delayed.

       (b)    Purchaser  agrees  to  use  commercially   reasonable  efforts  in
assisting Seller, its assignees or successors in interest in connection with the
collection  of  its  accounts   receivable.   Notwithstanding   the   foregoing,
Purchaser's  obligations  hereunder  shall be of a ministerial  nature only, and
shall not be construed as a guarantee of collection of Seller's receivables,  if
any.

       (c)    Purchaser and Seller,  or its assignees or successors in interest,
and New Co. shall meet at least quarterly to reconcile all misdirected  customer
payments.

       3.4    PURCHASE ORDERS.

       From and after the date hereof Seller agrees to use reasonable commercial
efforts to cancel certain  outstanding orders for Inventory as may be designated
by  Purchaser,  provided  Seller will not incur any material  penalty,  and will
place no new orders for any Inventory unless Purchaser's  representatives  shall
have approved such order by  initialing a copy of the original  purchase  order.
Such approval shall not be  unreasonably  withheld.  Purchaser  shall respond as
soon as reasonably  possible to any request for approval of purchase  orders and
shall have the right to contact vendors  directly with respect to such orders. A
true and  complete  list of open  orders of Seller for  Inventory  is annexed as
SCHEDULE 3.4.

       3.5    PHYSICAL  INVENTORY  COUNT.  Purchaser  and Seller shall conduct a
physical count of the Inventory.  If for any reason Purchaser and Seller are not
available  to conduct the  physical  Inventory  count,  then such count shall be
conducted by such one or more other independent  inventory companies as shall be
agreed to by Purchaser and Seller. Such counts shall be taken in accordance with
the inventory  taking  instructions  of the independent  inventory  companies as
agreed to by Purchaser and Seller.  Such physical counts shall be taken with the
participation  and  cooperation of both  Purchaser and Seller,  and both parties
shall make available  sufficient numbers of their respective  employees for such
purpose. The cost of employing such other independent  inventory companies shall
be borne by  Purchaser  and Seller  equally.  Seller  covenants  and agrees with
Purchaser that all Inventory shall be located at One Eurostar Drive, Pleasanton,
Texas and no  Inventory  will be moved to any other  location  during the period
commencing one week before the first of the Closing Dates and ending on the last
of the Closing  Dates.  Both  Purchaser and Seller agree to make  available such
number of  employees  or third  parties  as may be  necessary  to  conduct  such
physical count at their own expense.

       3.6    ADJUSTMENTS  TO  INVENTORY  COUNT.  The  Purchase  Price  shall be
adjusted  to conform to the actual  physical  inventory  counted  referred to in
ARTICLE 3.5 and shall be paid within the time frame set forth in ARTICLE 2.3.

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       3.7    TRADE CREDITS. Annexed hereto as SCHEDULE 3.7 is a list of all the
trade  credits of Seller with  respect to  manufacturers,  suppliers  or vendors
(collectively  the "Trade  Credits").  Seller shall as of the first Closing Date
irrevocably  assign to the Purchase and Purchaser shall accept,  all of Seller's
rights to any trade credits it may have with manufacturers, suppliers or vendors
relating exclusively to the Intellectual Property.  Such assignments shall be in
form  satisfactory  to Purchaser  and its counsel and shall  specify the name of
each such  manufacturer,  supplier  or  vendor  and the  amount  of the  credit,
confirmed in writing by such manufacturers, supplier or vendor as of the Closing
Date.

                                   ARTICLE IV
                         WARRANTIES AND REPRESENTATIONS
                                    OF SELLER

       WARRANTIES  AND  REPRESENTATIONS  OF SELLER.  Seller hereby  warrants and
represents to Purchaser as follows:

       4.1    ORGANIZATION AND GOOD STANDING OF SELLER.  Seller is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware and has all requisite  corporate  power and authority to carry
on its businesses as currently  conducted and to own or lease and to operate its
properties  and assets as and where such  properties and assets are now owned or
leased and operated.

       4.2    LEGAL,  VALID AND BINDING,  ETC. This  Agreement  constitutes  the
legal,  valid and  binding  obligation  of  Seller,  enforceable  against  it in
accordance with its terms, subject to the entry of the Bankruptcy Court Order.

       4.3    CONSENTS.  Any and all  consents,  approvals,  authorizations,  or
orders of or registrations or qualifications with any person, bank, corporation,
association,  governmental body, or court having authority or power to regulate,
supervise  or direct  the  business  and  affairs  of Seller  necessary  for the
consummation  of the  transactions  specified in this Agreement  shall have been
obtained on or before the Closing Date.

       4.4    NO LITIGATION.  There are no actions, suits, legal or governmental
proceedings  pending or to the  knowledge of Seller  threatened  against  Seller
relating to this Agreement or the transactions described herein.

       4.5    INTELLECTUAL  PROPERTY.  To  Seller's  knowledge,   SCHEDULE  2.1A
annexed hereto contains a complete and accurate list of all of the  Intellectual
Property used in the  Business,  including all  registrations  and  applications
therefor.  To Seller's  knowledge,  except as set forth in the annexed  SCHEDULE
4.5, no license, sublicense, distribution or other agreements relating to any of
the Intellectual Property shall be in effect at the Closing, and each trademark,
service mark,  trade name,  copyright and patent and each  application  therefor
comprising  the  Intellectual  Property is not subject to any license or royalty
arrangement or dispute.  Except as set forth in the annexed SCHEDULE 4.5, Seller
has not received any  notification  of infringement by Seller or any claims with
regard to any  trademark,  service  mark,  trade  name,  copyright  or patent or
application

                                       11
<PAGE>


therefor comprising the Intellectual Property from any person, and Seller is not
aware of a basis for any such claim.  Seller has delivered to Purchaser prior to
the  Closing  copies of any and all  documents  in its  possession,  custody  or
control relating to the Intellectual Property.

       4.6    TANGIBLE  PERSONAL  PROPERTY.  SCHEDULE 4.6 contains a list of all
Tangible  Personal  Property  owned or leased by Seller in  connection  with the
Business as of the date of this Agreement.  The Tangible Personal Property is in
substantially good operating  condition and repair,  excluding ordinary wear and
tear,  taking  into  consideration  the age and  prior  use of  same,  and is in
compliance with all applicable laws, regulations, orders and ordinances.

       4.7    INVENTORY.  The Inventory as at the date of this Agreement, is not
in excess of normal  requirements,  is  adequate  for  continuation  of Seller's
ongoing  business,  has been  acquired in the Ordinary  Course of  Business,  in
customary  quantities and at not more than prevailing market prices at the times
of such purchases. The Inventory has been valued at the lower of cost or market,
on the financial statements of Seller delivered to Purchaser, in accordance with
generally  accepted  accounting   principles   consistently   applied,  and  all
slow-moving, unmarketable, returned, rejected, damaged or obsolete inventory has
been  written  off or  written  down as the case may be. The  Inventory  is of a
quality and quantity  good and usable and  saleable as current  inventory in the
normal course of business,  at least equal to the values at which such items are
carried on Seller's books and records.

       4.8    GOOD TITLE.  The  Bankruptcy  Court Order  shall  transfer  all of
Seller's right,  title and interest in and to the Assets,  free and clear of all
Encumbrances.  The  Assets  and the  present  use  thereof  are in all  material
respects,  in accordance with all applicable laws,  ordinances,  regulations and
orders.  No Assets are  subject to any pending  or, to the  knowledge  of Seller
threatened adverse change, judicial order, ordinance or zoning restriction which
materially affects the use of such properties in the business of Seller or would
affect the use thereof,  except as set forth in any Schedule to this  Agreement.
The value of fixed  Assets used in the  business of Seller has not been  written
up.

                                    ARTICLE V
                         WARRANTIES AND REPRESENTATIONS
                                  OF PURCHASER

       WARRANTIES AND REPRESENTATIONS.  Purchaser hereby warrants and represents
as follows:

       5.1    DUE  ORGANIZATION,  ETC.  Purchaser is a limited liability company
duly  organized and existing under the laws of the State of New York and has all
requisite  power to carry on its business as currently  conducted  and to own or
lease and to operate its properties and assets as and where such  properties and
assets are now owned or leased and operated.

       5.2    LEGAL,  VALID AND BINDING.  This Agreement  constitutes the legal,
valid and binding obligation of Purchaser, enforceable against it, in accordance
with its terms, subject to the effect of bankruptcy, insolvency, reorganization,
moratorium,  fraudulent  conveyance  and  other  similar  laws  relating  to  or
affecting creditors rights generally or court decisions with respect thereto and
the

                                       12
<PAGE>


availability of equitable remedies.

       5.3    DUE AUTHORIZATION.  The execution, delivery and performance of the
transactions  contemplated  by this Agreement  have been duly  authorized by its
sole member and will not conflict with or result in a breach of any of the terms
or provisions of its Articles of  Organization,  or any mortgage,  lease,  bond,
note,  debenture,  guaranty,  deed of trust or other  agreement,  instrument  or
arrangement to which  Purchaser may be or is a party  (including by operation of
law) or by which the property of Purchaser is bound, or any law,  administrative
regulation,  or any  order of any  court or  governmental  agency  or  authority
entered in any  proceeding to which  Purchaser was or is a party or by which its
property is bound.

       5.4    CONSENTS.  Any and all  consents,  approvals,  authorizations,  or
orders of or registrations or qualifications with any person, bank, corporation,
association,  governmental body, or court having authority or power to regulate,
supervise  or direct the business  and affairs of  Purchaser  necessary  for the
consummation  of the  transactions  specified in this Agreement  shall have been
obtained on or before the Closing Date.

       5.5    NO LITIGATION.  There are no actions, suits, legal or governmental
proceedings  pending,  or to the  knowledge  of  Purchaser,  threatened  against
Purchaser relating to this Agreement or the transactions described herein.

       5.6    FINANCIAL CONDITION OF PURCHASER. Purchaser has sufficient working
capital in order to fully fund the Purchase Price.


                                   ARTICLE VI
                                   CONDITIONS

       6.1    CONDITIONS  PRECEDENT  TO  PURCHASER'S  OBLIGATION  TO CLOSE.  The
obligations  of Purchaser  under this Agreement are, at the option of Purchaser,
subject to the fulfillment of each of the conditions set forth below:

       (a)    On the Closing Date the warranties and  representations  of Seller
contained in this Agreement shall be true and correct in all material  respects.
Seller shall have complied with and duly performed in all material  respects any
and all covenants,  agreements and conditions on its part to be complied with or
performed  pursuant to or in connection with this Agreement.  If Seller shall be
in default of this  Agreement,  then Purchase shall give notice of such defaults
to  Seller,  and  Seller  shall  have  prior to the  Closing  Date a  reasonable
opportunity to cure such defaults under this Agreement.

       (b)    No action or proceeding  shall have been instituted to restrain or
prohibit the conveyance of the Assets by Seller.

       (c)    Seller shall have obtained,  and deliver to Purchaser prior to the
Closing,  the Bankruptcy  Court Order,  approving the terms and conditions,  and
execution and delivery by the signatory on

                                       13
<PAGE>


behalf of Seller,  of this Agreement;  the time for appeals from the Order shall
have expired; and no appeal from the Order shall have been timely filed.

       (d)    Seller shall deliver one or more Assignments to Purchaser relating
to the  Intellectual  Property,  Bills  of Sale to  Purchaser  to  evidence  the
conveyance  of the  Inventory  and  Tangible  Personal  Property  from Seller to
Purchaser, in form reasonably satisfactory to counsel to Purchaser.

       (e)    Seller  shall use  reasonable  efforts to obtain an order from the
Bankruptcy   Court   rejecting  the   following  two  (2)  executory   contracts
("Bankruptcy Court Rejection  Order"):  (i) Agreement dated on or about 15 March
1999  between  Seller  and  Transvit  Holding  Corporation  relating  to certain
distribution  rights in Mexico; and (ii) Agreement dated on or about 30 May 1998
between Seller and Transvit Holding Corporation relating to certain distribution
rights of Tristar de Brasil  Cosmetics,  Ltda.  Purchaser agrees that submission
and  argument of the motion  seeking the  Bankruptcy  Court  Rejection  Order by
Seller shall constitute  reasonable efforts, and receipt of the Bankruptcy Court
Rejection Order shall not be a condition precedent to Closing.

       (f)    Seller  shall cease doing  business  under the name  Tristar,  and
shall have filed a fictitious name certificate or the like in each  jurisdiction
in which it is qualified to transact business.


       6.2    SELLER'S  CONDITIONS  PRECEDENT.  The  obligations of Seller under
this Agreement are, at the option of Seller,  subject to the fulfillment of each
of the conditions set forth below:

       (a)    On  the  Closing  Date  the  warranties  and   representations  of
Purchaser  contained in this Agreement shall be true and correct in all material
respects.  Purchaser  shall have  complied  with and duly  performed any and all
covenants, agreements and conditions in all material respects, on its part to be
complied with or performed pursuant to or in connection with this Agreement.

       (b)    No action or proceeding  shall have been instituted to restrain or
prohibit the conveyance of the Assets by Seller.

       (c)    Seller shall have obtained,  and deliver to Purchaser prior to the
Closing,  the Bankruptcy  Court Order; the time for appeals from the Order shall
have expired; and no appeal from the Order shall have been timely filed.


                                   ARTICLE VII
                             [INTENTIONALLY OMITTED]

                                  ARTICLE VIII
                              CONDITIONS SUBSEQUENT

                                       14
<PAGE>


       8.1    CHANGE OF NAME.  Promptly  after the Closing,  Seller shall change
its name to that which is not similar to Tristar.  Seller  covenants  and agrees
not to use the  names  "Tristar"  or  "star" or any  derivative  thereof  in any
manner.

       8.2    TERMINATION   FEE.  If  after   execution  and  delivery  of  this
Agreement, Seller determines not to proceed for any reason other than a material
breach of this Agreement by Purchaser, then, as long as Purchaser is in material
compliance with this Agreement,  Seller shall pay, as liquidated damages, and as
Purchaser's sole and exclusive remedy, a non-refundable  cash termination fee to
Purchaser  equal to the lesser of  $300,000  or 4.0% of the  aggregate  Purchase
Price,  not later than five (5) business days after Seller has determined not to
close this Agreement.

                                   ARTICLE IX
                                  MISCELLANEOUS

       9.1    ATTORNEY'S  FEES.  In the event  that  litigation  or  arbitration
should arise with respect to this  Agreement or any portion  thereof,  then,  in
such event, the party which prevails in such litigation or arbitration  shall be
entitled to receive from the losing  party,  and such losing party agrees to pay
to the prevailing party,  reasonable attorneys' fees together with all costs and
expenses incurred by the prevailing party in such litigation or arbitration.

       9.2    [INTENTIONALLY OMITTED].

       9.3    CUMULATIVE  RIGHTS.  The  rights  and  remedies  granted  in  this
Agreement are cumulative  and not exclusive,  and are in addition to any and all
other rights and remedies granted and permitted under and pursuant to law.

       9.4    NO WAIVER. The failure of any of the parties hereto to enforce any
provision  hereof  on any  occasion  shall  not be  deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.

       9.5    ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
and understanding of the parties hereto and no amendment, modification or waiver
of any provision  herein shall be effective  unless in writing,  executed by the
party charged therewith.

       9.6    BINDING EFFECT. This Agreement shall bind and inure to the benefit
of the parties and their successors in interest.

       9.7    NO ASSIGNMENT AND DELEGATION OF DUTIES.  This Agreement may not be
assigned by the parties  hereto,  and any attempted  assignment  hereof shall be
void and of no effect.

       9.8    ARTICLE HEADINGS. The paragraph headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.

                                       15
<PAGE>


       9.9    GOVERNING LAW. This Agreement shall be construed,  interpreted and
enforced  in  accordance  with and shall be governed by the laws of the State of
New York without regard to the principles of conflicts of laws.

       9.10   CONSENT  TO  SERVICE  OF  PROCESS.   Each  party   hereto   hereby
irrevocably  consents to the exclusive  jurisdiction and venue of the Bankruptcy
Court,  with  regard to any and all  actions or  proceedings  arising out of, or
relating to, this Agreement, irrevocably waives, to the fullest extent permitted
by law, any  objection  that it may now or  hereafter  have to the laying of the
venue of any such  suit,  action or  proceeding  in such  court or that any such
suit, action or proceeding which is brought in such court has been brought in an
inconvenient forum, and agrees that service of process may be made in the manner
for providing notice, as specified in paragraph 9.12 hereof.

       9.12.  NOTICES.

       (a)    Any notice or other  communication  under the  provisions  of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
or  certified  mail,  return  receipt  requested;   by  hand  delivery  with  an
acknowledgment  copy  requested;  or by the Express Mail service  offered by the
United States Post Office or any reputable overnight delivery service,  directed
to the  addresses  set forth  above,  or to any new  address  of which any party
hereto  shall  have  informed  the  others by the giving of notice in the manner
provided  herein.  Such notice or communication  shall be effective,  if sent by
postage prepaid,  registered or certified mail, return receipt requested,  three
(3) days after it is mailed within the  continental  United  States;  if sent by
Express Mail or any reputable  overnight delivery service,  one (1) day after it
is forwarded;  or by hand  delivery,  upon receipt.  In addition,  copies of all
notices shall be given to:

       Langley & Banack, Incorporated
       745 E. Mulberry, 9th Fl.
       San Antonio, Texas 78212-3166
       Att.: David S. Gragg, Esq.

       Becker & Poliakoff, P.A.
       3111 Stirling Road
       Ft. Lauderdale, FL 33312-6525
       Att.: Joseph A. Caccamo, Esq.

       Hance Scarborough
       Wright Ginsberg & Brusilow, LLP
       1401 Elm Street
       Suite 4750
       Dallas, Texas 75202
       Att.: Shawn Brown, Esq.

       (b)    The parties  hereto agree to send copies of all notices under this
Agreement  promptly  by  telecopier  to the other  parties,  but such  notice by
telecopier shall not relieve the

                                       16
<PAGE>


sending party of the obligation to forward  notice in accordance  with the terms
of ARTICLE 9.12(A) hereof.

       9.13   UNENFORCEABILITY;  SEVERABILITY. The invalidity of any one or more
of the words, phrases, sentences,  clauses, sections or subsections contained in
this Agreement shall not affect the  enforceability of the remaining portions of
this Agreement or any part hereof,  all of which are inserted  conditionally  on
their being  valid in law,  and, in the event that any one or more of the words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall be declared invalid,  this Agreement shall be construed as if such invalid
word or words,  phrase or  phrases,  sentence or  sentences,  clause or clauses,
section or sections,  or subsection or subsections  had not been inserted.  Upon
such a  determination,  the parties shall negotiate in good faith to modify this
Agreement  so as to effect  the  original  intent of the  parties  as closely as
possible in an acceptable  manner so that the transactions  contemplated  hereby
shall be consummated as originally contemplated to the fullest extent possible.

       9.14   BROKER'S  FEES. No party has incurred nor will incur any liability
for brokerage fees or agents'  commissions in connection  with the  transactions
contemplated  hereby,  and all  parties  warrant  that no  agent or  broker  was
instrumental in consummating this transaction so as to earn any such fee.

       9.15   FURTHER  ASSURANCES.  After the  Closing,  Seller shall at any one
time and from time to time,  at the request of  Purchaser  and  without  further
out-of  pocket  cost or  expense  to  Seller,  execute  and  deliver  such other
instruments  of  conveyance or transfer and take such other actions as Purchaser
may  request  in order to vest in  Purchaser  good and  marketable  title to the
Assets.

       9.16   NO THIRD PARTY RIGHTS. The  representations,  warranties and other
terms and  provisions of this  Agreement  are for the  exclusive  benefit of the
parties  hereto,  and no other person shall have any right or claim  against any
party by reason of any of those terms and  provisions  or be entitled to enforce
any of those terms and provisions against any party.

       9.17   COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed
in  counterparts,  all of  which  shall be  deemed  to be  duplicate  originals.
Delivery  by  facsimile  transmission  of an  executed  signature  page  to this
Agreement  shall be  effective  as delivery of a manually  executed  counterpart
hereof.



                 [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       17
<PAGE>


       IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement on
the date first above written.

                                     JEAN PHILIPPE FRAGRANCES, LLC


                                     By:  /s/ RUSSELL GREENBERG
                                          ------------------------
                                     Russell Greenberg, Executive Vice President


                                     TRISTAR CORPORATION, DEBTOR-IN-POSSESSION


                                     By: /s/ MICHAEL  A. MCCONNELL
                                         -------------------------
                                     Michael  A. McConnell
                                     Bankruptcy court-appointed Examiner
                                     with limited powers







                                       18
<PAGE>


                                LIST OF EXHIBITS

 EXHIBIT 2.3AII: Promissory Note

 EXHIBIT 6.1E: Manufacturing, Warehousing and Shipping Agreement

 EXHIBIT 6.1F: Non-Competition Agreement




                                LIST OF SCHEDULES

SCHEDULE 2.1(A):  Intellectual Property

SCHEDULE 2.1(C): Inventory

SCHEDULE 2.3(B): Physical Inventory Count

SCHEDULE 3.4: Open Orders for Inventory

SCHEDULE 3.:7 Trade Credits of Seller with respect to  Manufacturers,  Suppliers
or Vendors

SCHEDULE 4.5: License, Sublicense,  Distribution or other Agreements Relating to
Intellectual Property

SCHEDULE 4.6: Tangible Personal Property

                                       19
<PAGE>


EXHIBIT 2.3AII: Promissory Note

(Omitted - not used)

                                       20
<PAGE>


EXHIBIT 6.1E: Manufacturing, Warehousing and Shipping Agreement

Incorporated  by  reference  to  Exhibit  no.  10.88  which is  incorporated  by
reference herein.

                                       21
<PAGE>


EXHIBIT 6.1F: Non-Competition Agreement

Incorporated  by  reference  to  Exhibit  no.  10.89  which is  incorporated  by
reference herein.

                                       22
<PAGE>


SCHEDULE 2.1(A):  Intellectual Property*

SCHEDULE 2.1(C): Inventory *

SCHEDULE 2.3(B): Physical Inventory Count*

SCHEDULE 3.4: Open Orders for Inventory *

SCHEDULE 3.:7 Trade Credits of Seller with respect to  Manufacturers,  Suppliers
or Vendors*

SCHEDULE 4.5: License, Sublicense,  Distribution or other Agreements Relating to
Intellectual Property

SCHEDULE 4.6: Tangible Personal Property *

-----------
* Omitted, but will be furnished supplementally to the Commission upon request.

                                       23
<PAGE>


                                  SCHEDULE 4.5


1.     Distribution Agreement With Transvit Holding Corp. For Mexico.

2.     Distribution Agreement With Transvit Distribution Corp. For Brazil.

3.     License Agreement Dated 17 December 1997 With Starion.  (Potentially void
       in accordance  with the provisions of Section 2.3 of the Agreement  dated
       18 October 2000. listed as no. 5 on this schedule).

4.     License   Agreement   Dated  3  September  1998  With  S  &  J  Perfumes.
       (Potentially void in accordance with the provisions of Section 2.3 of the
       Agreement dated 18 October 2000. listed as no. 5 on this schedule).

5.     Agreement  Dated 18  October  2000  Between  Kirit  Sunderlal  Sheth  And
       Jamnadas Odhavji Sheth.

6.     Matters and claims outlined in D. Williamson Letter of 8 March 2002 to D.
       Gragg and the Agreement dated 16 October 2000 between Seller and Jamnadas
       Odhavji Sheth.

7.     Chanel Royal Selections Infringement

8.     Chanel matter in Panama

9.     (Potential) Tristar v. American Impression

10.    Chanel agreement dated December 22, 1999,  regarding Royal Selections No.
       15

11.    License from Tristar to The Deerskin  Companies,  Inc.  regarding FOREVER
       effective October 1, 1999- October 1, 2000. (extended?)

12.    U.S.  Trademark  Regis.  No.  2,160,697  for  AIRBORNE - cease and desist
       letter received in 1997, no result.

13.    U.S.  Trademark  App. No.  76/031,189  for  CREATION  LAMIS - Petition to
       Revive

14.    U.S. Trademark Regis. No. 2,300,103 for EVERSCENT - Permanent  injunction
       re: use with deodorant, Procter & Gamble case.

15.    U.S.  Trademark  Regis. No. 1,894,768 for GINA (drawing of lady) - Cannot
       use in professional salons

16.    U.S. Trademark App. No. 76/129,884 for GOOD VIBES - Opposition #91150099

                                       24
<PAGE>


17.    U.S. Trademark Regis. No. 2,455,222 for L'OMBRE - Settlement Agreement in
       1992 re: lettering

18.    U.S.  Trademark App. For SHOOTING STAR - Tristar filed  extension of time
       to file opposition v. 78/035,912; 11/20/01

19.    U.S. Trademark Regis. No. 2,355,266 for VENTURO - cease and desist letter
       received from Venture Stores in 1997.

20.    U.S.  Trademark App. No. 76/000,473 for WHASSUP?  (Dead) - Opposition No.
       123,277

21.    U.S. Trademark for CLEAR ICE (Dead) - Opposition No. 124,335

22.    U.S. Trademark for EC SPIRIT (Dead) - Opposition No. 106,036

23.    Australian Royal Selections Infringement

                                       25

