<SUBMISSION>
<ACCESSION-NUMBER>0000930413-02-001968
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20020521
<ITEMS>2
<ITEMS>7
<FILING-DATE>20020531
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>INTER PARFUMS INC
<CIK>0000822663
<ASSIGNED-SIC>2844
<IRS-NUMBER>133275609
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-16469
<FILM-NUMBER>02667471
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>551 FIFTH AVE
<STREET2>STE 1500
<CITY>NEW YORK
<STATE>NY
<ZIP>10176
<PHONE>2129832640
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>551 FIFTH AVENUE
<STREET2>STE 1500
<CITY>NEW YORK
<STATE>NY
<ZIP>10176
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>JEAN PHILIPPE FRAGRANCES INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c24606_8k-.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

                       Securities and Exchange Commission
                             Washington, D.C. 20549



                           Current Report on Form 8-K


              Current Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of Earliest Event Reported):
                                   21 May 2002


                               INTER PARFUMS, INC.
             (Exact name of Registrant as specified in its charter)

                         Commission File Number 0-16469

             Delaware                                                 13-3275609
----------------------------------                        ----------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)



                   551 Fifth Avenue, New York, New York 10176
                   ------------------------------------------
                    (Address of Principal Executive Offices)



                                  212. 983.2640
                                  -------------
              (Registrant's Telephone number, including area code)

<PAGE>


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

     On 21 May 2002, our wholly-owned subsidiary, Jean Philippe Fragrances, LLC,
entered into an agreement to purchase certain mass market fragrance brands,
intellectual property, trademarks and inventory of Tristar Corporation, a
Debtor-in-Possession in the Chapter 11 proceeding, Case no. 01-53706, U.S.
Bankruptcy Court, Western District of Texas, San Antonio Division. On 24 May
2002, Jean Philippe Fragrances, LLC completed the purchase of those assets,
paying $3.2 million for the intellectual property and $3.7 million for
inventory.

     The purchase price paid by Jean Philippe Fragrances to Tristar for the
assets acquired was negotiated at arms' length, and the inventory acquired was
valued at the lower of cost or fair market value. We funded the acquisition by
use of working capital and a $3.7 million draw from HSBC Bank USA, one of the
various financial institutions which provide us with an aggregate of $24 million
in unsecured lines of credit.

     In connection with the aforementioned transaction, Fragrance Impressions
Corporation, a newly formed company owned by Tristar's existing management and
certain Tristar creditors, purchased most of the remaining assets of Tristar and
assumed certain Tristar debt. As part of the transaction, Jean Philippe
Fragrances has entered into a manufacturing agreement with Fragrance Impressions
to produce goods under the newly acquired Tristar brands. In addition, Tristar
and Fragrances Impressions have entered into a non-competition agreement with
Jean Philippe Fragrances relating to alternative designer fragrances and certain
mass market cosmetics.

     Tristar has been one of our most significant competitors over the years,
and we believe this acquisition and related agreements will benefit our mass
market business on many fronts. We now have greater market share; the additional
brands will open new retail accounts for us, and we are adding sales volume. At
the same time, we have turned our mass market competitor into a manufacturing
partner, who like us, benefits from the growth and continued success of our
newly acquired brands. As previously reported, we believe that sales under the
new brands will approximate $15 million over the next 12 months.

     Statements in this report which are not historical in nature are
forward-looking statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to be
materially different from projected results. Such factors include effectiveness
of sales and marketing efforts and product acceptance by consumers, dependence
upon management, competition, currency fluctuation and international tariff and
trade barriers, governmental regulation and possible liability for improper
comparative advertising or "Trade Dress". Given these uncertainties, persons are
cautioned not to place undue reliance on the forward-looking statements.

                                       2
<PAGE>


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits


EXHIBIT NO.          DESCRIPTION

2.1              Agreement dated 21 May 2002 between Jean Philippe Fragrances,
                 LLC and Tristar Corporation, Debtor-in-Possession*

10.88            Manufacturing Agreement dated 21 May 2002 between Jean Philippe
                 Fragrances, LLC and Fragrance Impressions Corporation**

10.89            Noncompetition and Nonsolicition Agreement dated 21 May 2002
                 among Jean Philippe Fragrances, LLC, Tristar Corporation,
                 Debtor-in-Possession and Fragrance Impressions Corporation

-----------------
*  Certain disclosure schedules and other attachments are omitted, but will be
   furnished supplementally to the Commission upon request.

** Filed in excised form.

                                       3
<PAGE>


                                   SIGNATURES

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

Dated: 30 May 2002

                                     Inter Parfums, Inc.

                                     By: /s/ Russell Greenberg
                                         ---------------------
                                     Russell Greenberg, EXECUTIVE VICE PRESIDENT

                                       4
<PAGE>


EXHIBIT INDEX



EXHIBIT NO.          DESCRIPTION

2.1              Agreement dated 21 May 2002 between Jean Philippe Fragrances,
                 LLC and Tristar Corporation, Debtor-in-Possession*

10.88            Manufacturing Agreement dated 21 May 2002 between Jean Philippe
                 Fragrances, LLC and Fragrance Impressions Corporation**

10.89            Noncompetition and Nonsolicition Agreement dated 21 May 2002
                 among Jean Philippe Fragrances, LLC, Tristar Corporation,
                 Debtor-in-Possession and Fragrance Impressions Corporation

-----------------
*  Certain disclosure schedules and other attachments are omitted, but will be
   furnished supplementally to the Commission upon request.

** Filed in excised form.

                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>3
<FILENAME>c24606_ex2-1.txt
<DESCRIPTION>AGREEMENT
<TEXT>

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;

<PAGE>


       (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).

                                       2
<PAGE>


"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

                                       3
<PAGE>


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;

                                       4
<PAGE>


       (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;

                                       5
<PAGE>


       (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


                                       6
<PAGE>


       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

                                       7
<PAGE>


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.

                                       8
<PAGE>


       (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

                                       9
<PAGE>


                     (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.

                                       10
<PAGE>


       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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.88
<SEQUENCE>4
<FILENAME>c24606_ex10-88.txt
<DESCRIPTION>MANUFACTURING AGREEMENT
<TEXT>

EXHIBIT 10.88

                             MANUFACTURING AGREEMENT

       THIS  MANUFACTURING  AGREEMENT  ("Agreement") made as of this 21st day of
May, 2002 between JEAN PHILIPPE  FRAGRANCES,  LLC, a New York limited  liability
company,  with  principal  offices  at 551  Fifth  Avenue,  New  York,  NY 10176
("Company"), and FRAGRANCE IMPRESSIONS CORPORATION, a Delaware corporation, with
principal offices at One Eurostar Drive, Pleasanton, TX 78064 ("Manufacturer").

       WHEREAS,  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,  as Seller and Company as the Purchaser  thereunder,  have
entered into an agreement  to purchase  certain  assets of Seller dated 18 April
2002 (the "Asset Purchase Agreement");

       WHEREAS,   Seller,   Company  and   Manufacturer   are  entering  into  a
Non-Competition  and  Non-Solicitation  Agreement,  dated the date  hereof  (the
"Non-Competition Agreement");

       WHEREAS,  Company owns, develops and markets a broad range of fragrances,
cosmetic and health and beauty products;

       WHEREAS, Manufacturer, a start-up entity, is the successor in interest to
a manufacturer of fragrances and cosmetics; and

       WHEREAS,  Company desires  Manufacturer to manufacture in accordance with
Company's specifications certain fragrances and cosmetics in finished,  packaged
and salable form, as well as to manufacture  plastic caps and collars,  cosmetic
pencils and color or screen bottles as ordered by Company.

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

       1.     MANUFACTURE OF PRODUCTS.

       (a)    Subject to the terms and conditions  contained in this  Agreement,
Company will utilize Manufacturer as its exclusive manufacturer for the lines of
products (the "Products"),  the brands, of which are attached hereto as SCHEDULE
1A. and the  formulae  and  specifications  to be provided  in Product  Purchase
Orders   (as   hereinafter   defined)   to  be   submitted   by   Company   (the
"Specifications").

       (b)    Manufacturer  shall provide the manufacturing and filling services
set forth in SCHEDULE 1B (collectively  the "Filling  Services"),  including but
not limited to, labor, chemicals (excluding fragrance oil), compounding, filling
and packaging,  and shall deliver the Products to Company on a turn-key basis in
finished,  packaged and salable form. In addition,  Manufacturer  shall provide,
and Company shall purchase from Manufacturer, as ordered by Company

<PAGE>


              (i)    caps and collars as a manufactured component, i.e., cost of
all components of caps and collars, including but not limited to, resin, as well
as labor and all other costs in connection  with  delivery of such  manufactured
component shall be borne by Manufacturer,

              (ii)   Apple  Pencils  as a  on  a  turn-key  basis  in  finished,
packaged and salable form,  with cost of all components as well as labor and all
other  costs in  connection  with  delivery of Apple  Pencils  shall be borne by
Manufacturer.

       (c)    Manufacturer  agrees to supply 100% of the total  requirements  of
Company in  connection  with the Filling  Services  for  Products.  In the event
Manufacturer  cannot supply 100% of the total  requirements of Company,  then in
such  event,  Company  shall  have the right to  procure  Filling  Services  for
Products from a third party,  and the  quantities so procured  shall be credited
against the minimum purchase quantities has hereinafter set forth.

       (d)    Company  will  supply  Manufacture  with  all  components  for the
Products at its expense, including fragrance oil, but excluding butane, alcohol,
colorant, resin and pencil components which shall be supplied by Manufacturer in
sufficient quantities to meet the requirements of Company.

       (e)    All Products will be stored in the Manufacture's  warehouse as set
forth in PARAGRAPH 12 hereof.  During the first year of the Term,  Company shall
have the right to terminate  Distribution  Services upon three (3) months notice
to  Manufacturer.  After the first year of the Term Company shall have the right
to terminate  Distribution  Services upon six (6) months notice to Manufacturer.
If  Distribution  Services  are  terminated,  then all  merchandise  produced by
Manufacturer will be shipped Freight Collect,  F.O.B.  destinations  selected by
Company.


       2.     MANUFACTURING PRICES AND PAYMENT; SUBORDINATION.

       (a)    Manufacturer   shall  provide  the  Filling  Services  and  supply
finished  Products to Company at the costs as set forth on the annexed  SCHEDULE
2A, subject to the provisions of Paragraph 2(b) hereof.

       (b)    Notwithstanding the provisions of PARAGRAPH 2(A) hereof, it is the
intent of the parties that the costs to be paid by Company for Filling  Services
shall be reduced to the costs charged by third party fillers in the market place
as set forth on the annexed Schedule 2A (the "Market Filling Price") by no later
than the end of the second year of the Term. In accordance with such intent, the
costs for Filling  Services  shall be reviewed  every six (6) months  during the
first two (2) years of the Term,  and shall be accordingly  reduced.  Nothing in
this  PARAGRAPH  2(B) shall be construed as permitting  any increase in the cost
paid or to be paid for Filling Services.  If the costs for Filling Services have
not been  reduced to Market  Filling  Price by the end of the second year of the
Term,  then Company  shall have the right to have the  Products  filled by third
parties and all minimum  purchase  quantities as  hereinafter  set forth in this
Agreement shall lapse and be of no force or effect.

                                       2
<PAGE>


              (i)    If the cost for Filling Services shall have been reduced to
Market Filling Price by the end of the second year of the Term or earlier,  then
Company agrees that it will place purchase  orders for Filling  Services for the
following  twelve  months of a minimum of 5.0 million  pieces of either  natural
spray or aerosol product for brands not included in the Purchase Agreement,  and
7.5 million for the following twelve months.  The products  produced pursuant to
these purchase orders will be shipped to the Company's  distribution  center FOB
destination.

              (ii)   Notwithstanding  the  provisions of PARAGRAPH  2(B) hereof,
Company  agrees  that,  for the longer of the first two (2) years of the Term of
this  Agreement  or so long as  Promissory  Note issued in  connection  with the
closing of the Asset Purchase Agreement remains outstanding,  Company shall give
purchase orders for Filling Services of not less than 16 million bottles or cans
per annum.

       (c)    In  consideration  of the Filling  Services,  Company  shall remit
payment to  Manufacturer  within  thirty  (30) days of the receipt by Company of
such invoice  evidencing that such  manufacturing has taken place.  Manufacturer
covenants and agrees with Company that it shall not  pre-invoice for any Filling
Services not actually performed.

       (d)    This Agreement and Manufacturer's rights hereunder,  including but
not limited to, any and all warehouseman's liens, are subject and subordinate to
(i) any and all present and future institutional  financing  (collectively,  the
"Superior  Agreement"),  (ii) each advance made under a Superior Agreement,  and
(iii)  any  and  all   renewals,   modifications,   spreaders,   consolidations,
replacements,  substitutions  and  extensions  of each Superior  Agreement.  The
provisions of this paragraph shall be self-operative  and no further  instrument
of  subordination  shall be required.  Manufacturer  shall promptly  execute and
deliver, at its expense, any instrument,  in recordable form if requested,  that
Company may reasonably  request to evidence and confirm such  subordination.  In
the event  that  Manufacturer  within  seven (7) days  after  Company's  request
therefor,  has not  executed or delivered  such  instrument,  then  Manufacturer
hereby grants to Company an irrevocable  power of attorney to effect same in the
name and stead of Manufacturer. Company need not take any other action, nor have
any other  documents  executed,  to effect such power of attorney.  Manufacturer
expressly acknowledges and agrees that such power of attorney is irrevocable and
shall be deemed to be coupled with an interest.

       3.     PRODUCTION SCHEDULING.

       (a)    Company shall  provide  Manufacturer  with its  estimated  6-month
rolling forecasts of Company's requirements for supply of the Products,  divided
into quarterly  quantities and updated quarterly.  Except for the first forecast
which shall be delivered upon the execution and delivery of this Agreement,  and
which shall be through  December  31,  2002,  each such  forecast  will be for a
6-month  period  beginning on the first of a calendar  year quarter and shall be
due 30 days before  commencement of the 6-month period to which it applies.  The
forecasts  delivered  hereunder are not firm  commitments by Company to order or
purchase the Products,  but are provided only as a guide to assist  Manufacturer
in scheduling production.

                                       3
<PAGE>


       (b)    Company will issue to Manufacturer  production  orders which shall
serve as a firm order for the Products  (each,  a "Product  Production  Order").
Such Product  Production  Orders shall be issued at least 60 calendar days prior
to the  anticipated  delivery  date for  Products  covered by such order or such
other lead time and batch sizes as are customary for Products.  Company will use
its reasonable efforts to give Manufacturer  longer lead times whenever possible
and Manufacturer will use all reasonable commercial efforts to fulfill any short
lead time orders. Manufacturer agrees that it shall adhere a maximum loss factor
of 1.5% in the aggregate and on an annual basis,  and shall provide  appropriate
credits to Company for exceeding such limits.

       4.     COVENANTS OF MANUFACTURER.

       (a)    Manufacturer   shall  only  manufacture  the  specific  number  of
Products as requested by Company and at no time shall  manufacture  excess goods
or overruns in excess of five (5%) of the order. Manufacturer shall not sell any
Products to any third parties.

       (b)    Manufacturer  shall  manufacture  the  Products  and  packaging in
conformity  with the  Specifications  which  will be set  forth  on the  Product
Purchase Orders.

       (c)    Manufacturer  shall ensure that all Products shall be manufactured
in compliance with and all applicable U.S.  federal,  state and local laws which
pertain to the manufacture of fragrances and cosmetics.

       5.     INSPECTION,  SAMPLING, LINE CAPACITY, RAW MATERIALS.  Manufacturer
shall  inspect and sample all raw  materials  and  packaging  purchased  for the
Products for conformance with the  Specifications and shall withhold from use in
the  manufacture  of the Products any raw  materials or packaging  determined by
Company not to be in conformity with such the Specifications.  Manufacturer will
maintain  available line capacity to support the production  requirements of the
Products   contemplated   by  the  forecasts  to  be  delivered  by  Company  to
Manufacturer hereunder.

       6.     RECORDS.  Manufacturer  shall  keep  complete,  true and  accurate
records and accounts in accordance with generally accepted accounting principles
applied on a consistent basis from year to year with respect to information used
to  determine  the  manufacturing  costs  (including,  without  limitation,  raw
materials and  packaging)  and other  information  relevant to the  manufacture,
packaging or shipping of the Products, quality assurance measures, and all other
procedures utilized in the production process under this Agreement and including
an inventory of all finished goods produced and shipped or held by  Manufacturer
as determined by Company. Company or its representatives shall have the right to
audit any and all of such records and accounts of Manufacturer.

       7.     SAMPLING AND TESTING.  Without  limiting  its  warranties  herein,
Manufacturer  shall  perform  at its sole cost and  expense,  the  sampling  and
testing  procedures,  including  microbiological,  analytical and  environmental
testing,  for the Products in accordance with the Specifications and the quality
control procedures for the Products prior to releasing the Products

                                       4
<PAGE>


for delivery to Buyer.

       8.     DEFECTS,  DISCREPANCIES.  Manufacturer shall remedy any defects or
discrepancies  caused by Manufacturer  by replacement,  at no additional cost to
Company,  of any  Products  rejected  by Company in  accordance  for  failure to
conform to the requirements of this Agreement.  Manufacturer's  obligation under
the  prior  sentence  shall  include  reimbursing  Company  for  all  reasonable
transportation,  retrieval,  storage and destruction  costs  associated with the
defective  Products.  The  remedies of this  paragraph  are in addition to those
contemplated elsewhere in this Agreement.

       9.     RECALLS.  Company shall determine in its sole  discretion,  and in
accordance with its direction, from time to time, to conduct a voluntary recall,
market withdrawal or field correction (a voluntary or mandatory recall,  and any
such  market  withdrawal  or  field  correction,  a  "Recall")  of any  Products
manufactured  by  Manufacturer.  To the extent any such  Recall is the result of
deficiencies  of any Products  arising  from  Manufacturer's  breach  hereunder,
Manufacturer  shall either  replace the  recalled  Products  with an  equivalent
quantity  of such  Products  or credit  Company  for the costs  paid by  Company
hereunder in respect of such  Products.  The remedies of this  paragraph  are in
addition to those contemplated elsewhere in this Agreement.

       10.    ACCESS. Upon reasonable notice, and during  Manufacturer's  normal
operations,  Manufacturer  shall  permit  Company  or its  designees  access  to
Manufacturer's  facilities  utilized in the receiving,  handling,  packaging and
storage  of  packaging,  raw  materials  and the  Products  for the  purpose  of
ascertaining  Manufacturer's  compliance  with the  Specifications  and  quality
assurance  requirements and otherwise with the terms hereunder in respect of the
Filling  Services.  Notwithstanding  the  foregoing,  Company's  access  to  and
inspections of the Manufacturer's  facilities and operations permitted hereunder
shall not affect  Manufacturer's  obligations to comply with all requirements of
this Agreement.  Manufacturer shall promptly notify Company of any discrepancies
noted during any  inspection  of  Manufacturer's  production  facilities  by the
United  States Food and Drug  Administration,  the United  States  Public Health
Service,  any  state or any other  legally  authorized  federal,  state or local
regulatory  agency and shall also  provide  Company a list of any  discrepancies
noted by any authorities  relating to the manufacture,  packaging and storage by
Manufacturer  of the Products,  the raw  materials and the packaging  materials.
Manufacturer  shall  allow  Company or its  designees  reasonable  access to all
records insofar as they relate to the Products.

       11.    PRODUCT  WARRANTIES.  Manufacturer  acknowledges  that Company has
heretofore not been engaged in the  manufacturing,  marketing,  distribution  or
sale of  butane  aerosol  fragrances,  and  that  Company  is  relying  upon the
expertise of Manufacturer in the manufacturing, production, packaging and supply
thereof,  including but not limited to,  compliance  with all  applicable law in
connection thereof.  Manufacturer  warrants that the Product it sells to Company
under this Agreement shall at the time of shipment or delivery to Company:

                                       5
<PAGE>


       (a)    be  manufactured  and  packaged  in  compliance  with  any and all
applicable requirements of the Federal Food, Drug and Cosmetic Act (the "FFDCA")
and the rules and regulations promulgated thereunder; and

       (b)    not be adulterated  or misbranded  within the meaning of the FFDCA
or any state or local laws, the adulteration or misbranding  provisions of which
are essentially similar to those in the FFDCA.

       12.    WAREHOUSING AND SHIPPING OF PRODUCTS.

       (a)    At the option of Company,  Manufacture  shall store  Products  for
Company at its warehouse located at One Eurostar Drive, Pleasanton,  Texas, in a
segregated  location  clearly  marked as property  of  Company,  and perform the
following services:  picking,  packing and shipping of Inventory, as required by
Company in accordance  with it written orders  (collectively  the  "Distribution
Services").

       (b)    Throughout the term of this Agreement,  Manufacture  covenants and
agrees with Company to exercise  reasonable  care in connection with the storage
of Products,  and shall maintain  adequate  insurance against fire, loss, damage
and theft of Products.

       (c)    In consideration of the Distribution  Services,  Company shall pay
to   Manufacturer   1.75%  of  the  invoice  amount  for  Products   shipped  by
Manufacturer,  net of taxes and freight,  within thirty (30) days of the receipt
by Company of such invoice.

       13.    TRADEMARKS AND BRANDS.

       (a)    Manufacturer  shall  not  at any  time  use,  promote,  advertise,
display  or  otherwise   commercialize   the  trademarks  for  the  Brands  (the
"Trademarks")  or any material  utilizing or  reproducing  the Trademarks in any
manner.  Manufacturer acknowledges that Company is the owner of all right, title
and interest in and to the trademarks and the Brands.

       (b)    To the extent any  rights in and to the  Trademarks  are deemed to
accrue to Manufacturer,  Manufacturer hereby assigns any and all such rights, at
such time as they may be deemed to accrue,  including the related  goodwill,  to
Company.

       (c)    Manufacturer  shall (i) never  challenge the validity of Company's
ownership in and to the Trademarks or any application for registration  thereof,
or any  trademark  registration  thereof  and (ii) never  contest  the fact that
Manufacturer's  rights under this  Agreement are solely those of a  manufacturer
and terminate upon  expiration of this  Agreement.  Manufacturer  shall,  at any
time,  whether during or after the term of the Agreement,  execute any documents
reasonably  requested  by Company to confirm  Company's  ownership  rights.  All
rights in the  Trademarks  other than  those  specifically,  granted  herein are
reserved by Company for its own use and benefit.

       (d)    Without  limiting the  generality  of any other  provision of this
Agreement,  Manufacturer shall not (i) use the Trademarks,  in whole or in part,
as a corporate or trade name or

                                       6
<PAGE>


(ii) join any name or names with the  Trademarks so as to form a new  trademark.
Manufacturer agrees not to register,  or attempt to register,  the Trademarks in
its own name or any other name, anywhere in the world.

       (e)    In the  event  that  Manufacturer  learns of any  infringement  or
imitation of the Trademarks or of any use by any person or entity of a trademark
similar to the  Trademarks,  it shall  promptly  notify  Company and  thereupon,
Company shall take such action as it deems  advisable for the  protection of its
rights  in  and  to  the  Trademark  and,  if  requested  to do  so  by  Company
Manufacturer shall cooperate with Company in all respects.

       (f)    All  provisions of this  PARAGRAPH 13 shall survive the expiration
or termination of this Agreement.

       14.    INDEMNIFICATION.

       (a)    Manufacturer hereby agrees to indemnify and hold harmless Company,
and its affiliates,  officers and directors from and against any and all losses,
claims,  damages or liabilities,  joint or several, to which they or any of them
may become  subject  whether as a result of any third party  claim or  otherwise
(including any action,  suit or proceeding  among Company,  Manufacturer and any
indemnified  person,  whether on account of this contract or otherwise),  and to
reimburse each such person so indemnified for any legal fees, costs and expenses
(including the cost of any investigation and preparation) reasonably incurred by
them or any of them in connection  with any claim or litigation,  whether or not
resulting in any liability insofar as such losses, claims, damages, liabilities,
or  litigation  arises  out of or are  based  upon any  breach  of  warranty  or
representation or the failure by Manufacturer to fulfill any covenant, agreement
or  condition  contained  herein,  or as a result  of any third  party  products
liability claims.

       (b)    Company hereby agrees to indemnify and hold harmless  Manufacturer
and its Affiliates,  officers and directors from and against any and all losses,
claims,  damages or liabilities,  joint or several, to which they or any of them
may  become  subject   arising  as  a  result  of  any  breach  of  warranty  or
representation  or the failure by Company to fulfill any covenant,  agreement or
condition contained herein, and to reimburse each such person so indemnified for
reasonable  legal  fees,   costs  and  expenses   (including  the  cost  of  any
investigation  and  preparation)  reasonably  incurred by them or any of them in
connection with any such claim or litigation.

       (c)    Promptly  after  receipt  by  an  indemnified   party  under  this
PARAGRAPH 14 above of the  commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party,  send notice of the commencement  thereof to the indemnifying  party; but
the  omission  to notify the  indemnifying  party  shall not relieve it from any
liability which it may have to any  indemnified  party otherwise than under this
section. In case any such action shall be brought against any indemnified party,
and it shall notify the  indemnifying  party of the  commencement  thereof,  the
indemnifying  party shall be entitled to participate in, and, to the extent that
it shall wish, to assume the defense thereof,  with counsel satisfactory to such
indemnified  party,  and  after  notice  from  the  indemnifying  party  to such

                                       7
<PAGE>


indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying  party  shall not be liable to such  indemnified  party  under this
PARAGRAPH 14 for any legal fees, costs, or expenses  subsequently incurred after
the date such notice is given by such  indemnified  party in connection with the
defense  thereof  for  other  than  reasonable   costs  of   investigation.   No
indemnifying  party  shall be liable for any  settlement  of any claim or action
pursuant to this PARAGRAPH 14 effected without the prior written consent of such
indemnifying party;  provided,  however, that if the indemnifying party does not
consent to a settlement,  the indemnified party may nevertheless settle,  unless
the  indemnifying  party  secured  the  indemnified  party  against  loss to the
indemnified party's reasonable satisfaction.

       (d)    Manufacture  covenants and agrees with Company to maintain product
liability insurance policy in the face amount of not less than U.S.$3,000,000.00
naming  Company as an additional  insured on such policy  throughout the term of
this  Agreement.  Company  covenants and agrees with  Manufacturer to maintain a
vendor broad form product  liability  insurance policy in the face amount of not
less than U.S.$3,000,000.00 naming Manufacturer as an additional insured on such
policy throughout the term of this Agreement.

       (e)    The  provisions of this  PARAGRAPH 14 shall survive the expiration
of the Term or any other termination of this Agreement.

       15.    CONFIDENTIALITY.  In connection with the  responsibilities  of the
parties hereunder,  each of the parties may disclose (the "Disclosing Party") or
make known to the other (the "Receiving Party"),  and each of the parties may be
given access to or become acquainted with, certain confidential  information not
disclosed  to the  general  public,  including  trade  secrets,  relating to the
business  of the  other  party,  its,  customers,  products,  service  or  other
proprietary  items,  formulas or ideas,  which the  Disclosing  Party  considers
proprietary and desires to maintain  confidential  (collectively,  "Confidential
Information").  The parties  hereby  agree that during the Term and at all times
thereafter,  that it shall not in any manner,  either  directly  or  indirectly,
divulge,  disclose or  communicate  to any person or firm,  except to or for the
Disclosing  Party's  benefit as directed  by the  Disclosing  Party,  any of the
Confidential  Information  which the  Receiving  Party may have  acquired  as an
incident to it entering into this  Agreement,  the Receiving Party agreeing that
such  information  affects the successful and effective  conduct of the business
and goodwill of the Disclosing  Party,  and that any breach of the terms of this
Section is a  material  breach of this  Agreement.  The  parties  shall take all
reasonable measures to prevent its employees,  agents and  representatives  from
disclosing the  Confidential  Information.  Confidential  Information  shall not
include  any  documentation,  data or  information  that is (a)  already  in the
possession of the Receiving Party at the Effective Date of this  Agreement,  (b)
independently  learned by the Receiving  Party,  (c) rightfully  received by the
Receiving Party from a third party having the right to make such disclosure,  or
(d) publicly known or that becomes publicly known through no wrongful act of the
Receiving Party.

       16.    TERM. The term of this Agreement shall be for a period of five (5)
years (the "Term"),  subject to, and  commencing  from, the closing of the Asset
Purchase Agreement (the "Effective Date"), subject to earlier termination as set
forth in this Agreement.

                                       8
<PAGE>


       17.    TERMINATION.

       (a)    Without prejudice to any other rights Company may have,  including
but not  limited to an action to recover  damages,  Company may  terminate  this
Agreement, without liability, at any time upon notice to Manufacturer:

              (i)    if  Manufacturer  has failed to (A) fulfill any covenant or
agreement on its part to be  fulfilled,  or (B) cure a breach of this  Agreement
within  five (5)  business  days after the  effective  date of such  notice from
Company; or

              (ii)   If  Manufacturer  fails  to  provide  at  least  90% of the
requirements of Company as set forth on a Product  Purchase Order on 3 occasions
in any 12 consecutive month period through no fault of Company; or

              (iii)  if   Manufacturer    sells   or   otherwise   disposes   of
substantially  all of its  business  or assets to a third  party,  or control of
Manufacturer  is  transferred;  or if any one  affiliate or former  affiliate of
Tristar  Corporation  ("Tristar"),   Debtor-In-Possession,  in  the  Chapter  11
proceeding, Case no. 01-53706, U.S. Bankruptcy Court, Western District of Texas,
San Antonio  Division,  either becomes the  beneficial  owners of more than nine
(9%) percent of any class of outstanding  equity securities of Manufacturer,  or
hold any position as a director or officer of Manufacturer, or otherwise able to
direct the operations of  Manufacturer;  provided that, for the purposes of this
PARAGRAPH 17, B.J.  Harid,  Sean Green or Bill Landien shall not be deemed to be
affiliates, but the following persons shall be deemed to be affiliates or former
affiliates of Tristar:  Jay Sheth, Viren Sheth, or any entity in which Jay Sheth
or Viren Sheth  owns,  directly or  indirectly,  more than a one percent  equity
interest, or any officer, director or employee of any such entity.

       (b)    During  the term of this  Agreement,  if Company  gives  notice to
Manufacturer of termination for a breach,  or gives notice of default for one or
more  breaches  on more  than two (2)  occasions,  upon the  third  such  notice
Manufacturer shall no longer have the right to remedy the breach and termination
shall be effective upon the effective time of such notice.

       (c)    If  Manufacturer  is  adjudicated a bankrupt,  or if a petition in
bankruptcy  is  filed  against  Manufacturer,   or  if  Manufacturer  makes  any
assignment for the benefit of its creditors,  or if Manufacturer commits any act
of bankruptcy  or takes the benefit of any  insolvency  law, or if  Manufacturer
defaults  on any  obligation  of not less than  $250,000  which is  secured by a
security interest in whole or in part secured by the Products which is not cured
within  sixty (60) days,  or if a receiver  is  appointed  for  Manufacturer  or
substantially  all  of  its  assets  or  business,  then  this  Agreement  shall
automatically terminate as of the earliest date on which any of the above events
occurred without prejudice to any other rights which Company may have.

       (d)    In the event this Agreement expires or is terminated in accordance
with this PARAGRAPH 17, then (i)  Manufacturer  shall promptly cease all Filling
Services,  and  shall  transfer  back to  Company  all  works  in  progress  and
transferred  goods,  (ii) each of the Company and  Manufacturer  shall  promptly
return all Confidential  Information received from the other Party in

                                       9
<PAGE>


connection with this Agreement,  without retaining a copy thereof, (iii) each of
the  Company and  Manufacturer  shall honor all credits and make any accrued and
unpaid  payment to the other  party as  required  pursuant  to the terms of this
Agreement,  and (iv) each party shall continue to be subject to and  responsible
for its accrued but  unperformed  obligations  and any liabilities in respect of
its prior breach hereof.

       18.    LIMITATION  ON DAMAGES.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE
TO THE OTHER FOR  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,  SPECIAL  OR  EXEMPLARY
DAMAGES (EVEN IF THE OTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM ANY PROVISION OF THIS AGREEMENT,  SUCH AS, BUT NOT LIMITED TO, LOSS
OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

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

       20.    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.

       21.    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.

       22.    ASSIGNMENT.  This  Agreement may not be assigned by  Manufacturer,
and any attempted assignment hereof shall be void and of no effect.

       23.    PARAGRAPH  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.

       24.    GOVERNING LAW; CONSENT TO SERVICE OF PROCESS. 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.  Each  party  hereto  hereby  irrevocably  consents  to the
exclusive  jurisdiction and venue of the federal and state courts sitting within
the state of New York with regard to any and all actions or proceedings  arising
out of, or relating to, this  Agreement,  and agrees that service of process may
be made in the manner for  providing  notice,  as specified  in PARAGRAPH  25(A)
hereof.

       25.    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 air mail, or by hand delivery

                                       10
<PAGE>


with an acknowledgment  copy requested,  or by a reputable overnight delivery or
courier service;  all to be 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 air mail, five (5)
days after it is mailed;  if sent by a reputable  overnight  delivery or courier
service,  two (2) days  after  properly  forwarded;  or by hand  delivery,  upon
receipt.

       (b)    The parties  hereto agree to send copies of all notices under this
Agreement by telecopier to the other party,  but such notice by telecopier shall
not relieve the sending party of the  obligation to forward notice in accordance
with the terms of PARAGRAPH 25(A) hereof.

       26.    UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction,  then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable  part had
been severed and deleted.

       27.    COUNTERPARTS.  This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.

       28.    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.

       29.    RESOLUTION OF DRAFTING AMBIGUITIES. Manufacturer acknowledges that
it was represented by counsel in connection with the preparation,  execution and
delivery of this  Agreement,  and that its counsel  reviewed this  Agreement and
that any rule of  construction  under  any  applicable  law to the  effect  that
ambiguities are to be resolved  against the drafting party shall not be employed
in the interpretation of this Agreement.



                   [Balance of page intentionally left blank]

                                       11
<PAGE>


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

                                             FRAGRANCE IMPRESSIONS CORPORATION



                                             By:    /S/ B. J. HARID
                                                    ---------------
                                             Name:  B. J. HARID
                                                    -----------
                                             Title: PRESIDENT
                                                    ----------



                                             JEAN PHILIPPE FRAGRANCES, LLC


                                             By:    /S/ RUSSELL GREENBERG
                                                    ---------------------
                                             Name:  RUSSELL GREENBERG
                                                    -----------------
                                             Title: EXECUTIVE VICE PRESIDENT
                                                    ------------------------

                                       12
<PAGE>


                                                                     SCHEDULE 1A


                                    PRODUCTS

Major Brand Headings:

Royal, Royal Crown, Regal, Euro Collection,  Preimere,  Club Exclusif all in Eau
de Toilette or Cologne and Apple

Product Types:

1. Aerosol fragrances (Eau de Toilette or Cologne)

2. Body Sprays

3. Deodorant Sticks

4. Eye and Lip Pencils

                                       13
<PAGE>


                                                                     SCHEDULE 1B

                                FILLING SERVICES


o  Produce and blend  liquid  essence or "juice"  for  fragrance  Products  with
   alcohol according to Company formulas

o  Fill juice into containers (glass or metal can)

o  Crimp valves onto containers

o  Produce caps and collars through injection molding process

o  Introduce propellant to containers and apply actuator

o  Glass  containers to be decorated  through  screening  process or by applying
   labels as appropriate; container to be painted where specified.


o  Filled  containers to be packaged:  apply plastic cap and collar;  insert one
   (1) filled container (glass) into individual  folding carton,  shrink wrap by
   12, place  specified  quantity  into master  corrugated  shipper,  put onto a
   pallet and shrink wrap pallet.


o  Manufacturing of Apple Pencils (Company is not to supply any raw materials or
   components for this line)

                                       14
<PAGE>
<TABLE>
<CAPTION>
Schedule 2A
                                                       Cost of Filling Services

                                           Premier  New Euro   Club Ex     Regal   New Euro   Premier    Premier   Premier
                       Royal    Crown II     EDT       EDT       EDT        EDT       BS      3.3oz BS  4.5oz BS     Deo     Pencils
<S>                    <C>      <C>        <C>      <C>        <C>         <C>     <C>        <C>       <C>        <C>       <C>
Butane
Batching
Labor                                                              *
Overhead
                      --------------------------------------------------------------------------------------------------------------

Total
                      ==============================================================================================================

Cap Molding
Collar Molding

Pad Printing
Lacquering


SURCHAGE:                         During the first year of the Term, Company will pay a surcharge of __*___ per bottle
                                  for filling Royal, Crown II, New Euro, Club Exclusive and Regal fragrances only.
                                  This surcharge does not apply to Body Sprays nor Deodorants.

ADDITIONAL NOTE:                  If application of labels is requested in lue of pad printing, the labor cost of applying
                                  the lable is allready incuded in the labor rates above.




Market Filling
    Prices

Inflation:                        These Market Filling Prices are subject to increase for inflation on raw materials such as butane,
                                  alcohol and wood.
</TABLE>

---------
*Excised.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.89
<SEQUENCE>5
<FILENAME>c24606_ex10-89.txt
<DESCRIPTION>NONCOMPETITION AND NONSOLICITATION AGREEMENT
<TEXT>

EXHIBIT 10.89

                               NONCOMPETITION AND
                            NONSOLICITATION 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");   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 105 S. St.  Marys,  Suite  1800,  San
Antonio,  Texas 78205  ("Seller");  and  FRAGRANCE  IMPRESSIONS  CORPORATION,  a
Delaware corporation,  with principal offices at One Eurostar Drive, Pleasanton,
TX 78064 ("Manufacturer").

                              W I T N E S S E T H :

       WHEREAS,  Purchaser  is in  the  business  of  producing,  manufacturing,
marketing,  distributing  and selling  mass  market  alcohol  based  fragrances,
including Alternative Designer Fragrances, eau de toilette sprays, cologne, body
sprays, deodorants, and cosmetics,  including lipstick, nail polish, mascara and
eye and lip  products  and  health  and  beauty  aids in the  United  States and
throughout the world ("the Business as Purchaser");

       WHEREAS,  Seller and Purchaser have entered into an agreement to purchase
certain assets of Seller dated 18 April , 2002 (the "Asset Purchase Agreement");

       WHEREAS,  Seller  and  Manufacturer  are  entering  into a  Manufacturing
Agreement, dated the date hereof (the "Manufacturing Agreement"); and

       WHEREAS,  as an inducement to Purchaser and a condition  precedent to the
closing of the Asset Purchase  Agreement,  each of Seller and  Manufacturer  has
agreed  not to  compete  with  Purchaser,  upon the  terms  and  subject  to the
conditions contained herein.

       NOW,  THEREFORE,  in consideration  of the foregoing,  the parties hereby
agree as follows:

       1.     RECITALS.  The  above  recitals  are  true  and  correct  and  are
incorporated  by reference  herein and made a part of this  Agreement,  with the
same force and effect as if fully set forth herein.

       2.     COVENANT NOT TO COMPETE; NONSOLICITATION.

       (a)    Each of Seller and  Manufacturer  severally  covenants  and agrees
with  Purchaser that Seller and  Manufacturer  shall not directly or indirectly,
for a period  equal to the longer of (i) five (5) years from the  closing of the
Purchase  Agreement  or (ii) as for so long the  Manufacturing  Agreement  is in
effect,

              (i)    compete  with  or  be  engaged  in  the  same  Business  as
Purchaser, as heretofore defined, or act as consultant or lender to or owner, or
partner of, any business or organization which,  directly or indirectly competes
with or is engaged in the same Business as

<PAGE>


Purchaser,  except that, in each case, the provisions of this paragraph will not
be deemed breached  solely because Seller or Manufacturer  owns no more than one
percent (1%) of any outstanding  class of equity security of a corporation,  if,
at the time of its  acquisition by Seller,  such equity  security is listed on a
United States  national  securities  exchange or The Nasdaq Stock Market,  or is
regularly traded in the over-the-counter market; or

              (ii)   solicit in connection  with the Same Business as Purchaser,
any  employee,  customer or filler of  Purchaser  who was at any time during the
term of this Agreement, an employee, customer or filler of Purchaser.

       (b)    Notwithstanding   the   provisions   of   PARAGRAPH   2(A)  above,
Manufacturer,  but not Seller,  shall have the right to market and sell the mass
market fragrance brands, Fragrance Impressions and Cosmetic Impressions, and any
such  other  brands  sold at  similar  price  points or  higher  and to the same
distribution channel as Fragrances Impressions, solely to the following:

              (i)    U.S. drug store chains:  Such as  Walgreens,  Eckerd,  Rite
       Aid, CVS;

              (ii)   mass  merchandisers:  Such as Walmart,  K-Mart,  Target and
       Kohls;

              (iii)  convenience  and  specialty  store  chains,  gas  stations,
       door-to-door and through the Internet; and

              (iv)   supermarkets,  including  but  not  limited  to,  Pathmark,
       Albertsons and Winn Dixie.

       (c)    Notwithstanding   the   provisions   of   PARAGRAPH   2(A)  above,
Manufacturer, but not Seller or its affiliates, shall have the right to

              (i)    provide    manufacturing    or    filling    services    to
non-affiliates;   PROVIDED,   THAT,  in  no  event  shall  Manufacturer  provide
manufacturing  or  filling  services   relating  to  (I)  alternative   designer
fragrances,  or (II) lip  pencils or eye  pencils  similar in price point to the
Apple Pencil cosmetic line, to other than Purchaser; and

              (ii)   sell close-out  products in any market,  PROVIDED THAT, (I)
sales of close-outs do not exceed five (5%) percent of net sales of such product
line  for the  immediately  preceding  twelve  (12)  month  period;  and (II) no
products are manufactured or produced for sale as close-outs.

       (d)    Nothing herein shall be construed to permit the sale of fragrances
or cosmetics to the wholesale  fragrance  market,  whether within or outside the
United  States;  or the "dollar  store  market",  including  but not limited to:
Family Dollar,  Dollar General,  Dollar Tree Distributors,  Consolidated  Stores
(Big Lot Stores) and 99 Cent Only stores.

                                       2
<PAGE>


       (e)    For the purposes of this Paragraph 2 the term "affiliate" shall be
defined to mean each and every person,  entity or individual  which  directly or
indirectly  controls or is  controlled  by or is under  common  control with the
person to who or which it relates.

       (f)    If any  term of this  PARAGRAPH  2 is found  by any  court  having
jurisdiction  to  be  too  broad,  then  such  term  shall  nevertheless  remain
effective,  but shall be considered amended (as to the time or area or otherwise
as the case may be) to a point considered by said court as reasonable, and as so
amended, shall be fully enforceable.

       (g)    In the event of a merger of Seller and Manufacturer  pursuant to a
plan of reorganization  in Seller's Chapter 11 proceeding in which  Manufacturer
is the  surviving  or  successor  entity,  then  only  the  restrictions  herein
applicable to Manufacturer shall apply to the surviving entity.

       3.     POTENTIAL  DAMAGE TO  PURCHASER.  Each of Seller and  Manufacturer
recognizes and acknowledges the damage to Purchaser which might result if any of
the foregoing provisions are breached by Seller or Manufacturer.

       4.     EQUITABLE RELIEF. In the event Seller or Manufacturer shall commit
or cause to commit a breach of any  provision  of this  Agreement,  then in such
event, each of Seller or Manufacturer as the case may be, hereby consents to the
granting  of a  temporary  or  permanent  injunction  against it by any court of
competent  jurisdiction  prohibiting  such  violations  of any provision of this
Agreement.  In any  proceeding  for an  injunction  and  upon any  motion  for a
temporary or permanent  injunction,  Seller or  Manufacturer as the case may be,
agrees that its ability to answer in damages shall not be a bar or interposed as
a defense to the granting of such temporary or permanent  injunction against it,
and further agrees that Purchaser will not have an adequate remedy at law in the
event of any breach hereunder and Purchaser will suffer  irreparable  damage and
injury if any of such provisions of this Agreement are breached.

       5.     GOVERNING LAW;  PROCESS.  This Agreement shall be governed by, and
construed  and  enforced  in  accordance  with,  the laws of the  State of Texas
without  giving effect to the  principles  of conflicts of laws thereof.  Seller
hereby  irrevocably  consents to the jurisdiction and venue of the courts of the
State of Texas and of any United States  District Court located within the State
of Texas County of Bexar,  in connection  with any action or proceeding  arising
out of or relating to this Agreement. In any such action or proceeding,  each of
Seller and Manufacturer  waives personal service of any summons and complaint or
other  process and agrees  that the  service  thereof may be made by first class
mail  directed to such person at the  address set forth  above,  or to any other
address given by any of Seller, or Manufacturer to Purchaser by first class mail
directed to Purchaser at its principal offices.  Notwithstanding  the foregoing,
for so long as Seller is a debtor in the aforementioned  Bankruptcy  proceeding,
any action  involving  Seller  must be brought,  if at all,  in such  Bankruptcy
Court.

       6.     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.

                                       3
<PAGE>


       7.     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.

       8.     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.     PARAGRAPH  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.

       10.    UNENFORCEABILITY; SEVERABILITY. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction,  then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable  part had
been severed and deleted.

       11.    COUNTERPARTS.  This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.





                 [Balance of this page left intentionally blank]

                                       4
<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
                                            ------------------------
                                     Name:  Michael  A. McConnell
                                     Title: Bankruptcy court-appointed Examiner
                                     with limited powers



                                     FRAGRANCE IMPRESSIONS CORPORATION



                                     By:    /s/ B. J. HARID
                                            ---------------
                                     Name:  B. J. Harid
                                     Title: Chief Executive Officer

                                       5

</TEXT>
</DOCUMENT>
</SUBMISSION>
