Exchange Agent Agreement

EXHIBIT 10.1


EXCHANGE AGENT AGREEMENT


August 13, 2003


U.S. Bank National Association 225 Asylum Street -23rd Floor Hartford, Connecticut 06103. Attn: Philip Kane, Jr.


Ladies and Gentlemen:


Jafra Cosmetics International, Inc. and Distribuidora Comercial Jafra, S.A. de C.V. (collectively, the "Issuers") propose to make an offer (the "Exchange Offer") to exchange the Issuers' 10 3/4% Senior Subordinated Notes Due 2011 (the "Existing Notes") for the Issuers' 10 3/4% Senior Subordinated Notes Due 2011 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended. The terms and conditions of the Exchange Offer, as currently contemplated, are set forth in a prospectus (and any amendments thereto) filed with the Securities and Exchange Commission on June 30, 2003 as part of a Registration Statement on Form S-4 (as so amended, the "Prospectus"), proposed to be distributed to all record holders of the Existing Notes. The Existing Notes and the New Notes are collectively referred to herein as the "Notes". Any capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Prospectus.


The Issuers hereby appoint U.S. Bank National Association to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer as of August 13, 2003. References hereinafter to "you" shall refer to U.S. Bank National Association.


The Exchange Offer is expected to be commenced by the Issuers on or about August 13, 2003. The Letter of Transmittal accompanying the Prospectus (or in the case of book entry securities, the ATOP system) is to be used by the Holders of the Existing Notes to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Existing Notes tendered in connection therewith.


The Exchange Offer is expected to expire at 5:00 P.M., New York City time, on September 13, 2003, or on such later date or time to which the Issuers may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Issuers expressly reserve the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (confirmed in writing) or written notice to you before 9:00 A.M., New York City time, on the business day following the previously scheduled Expiration Date.


The Issuers expressly reserve the right to delay acceptance of any Existing Notes, to amend, extend or terminate the Exchange Offer, and not to accept for exchange any Existing Notes not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer--Conditions." The Issuers will give oral (confirmed in writing) or written notice of any amendment, termination or nonacceptance to you as promptly as practicable.


In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions:


Section 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing.


Section 2. You will establish an account with respect to the Existing Notes at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Existing Notes by causing the Book-Entry Transfer Facility to transfer such Existing Notes into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer.


Section 3. You are to examine each of the Letters of Transmittal and certificates for Existing Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any message transmitted by a Book-Entry Transfer Facility to, and received by, the Exchange Agent and forming a part of a Book-Entry Confirmation, which message states that the Book-Entry Transfer Facility has received an express acknowledgement from the participant in the Book-Entry Transfer Facility exchanging the Existing Notes which are the subject of the Book-Entry Confirmation that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Issuers may enforce the Letter of Transmittal against the participant and any other documents delivered or mailed to you by or for holders of the Existing Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and (ii) the Existing Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Existing Notes are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be necessary or advisable to cause such irregularity to be corrected, unless we have advised you that we waive such irregularity.


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Section 4. With the approval of the President, Chief Financial Officer or any Vice President of the Issuers (such approval, if given orally, to be confirmed in writing) or any other party designated by such an officer in writing, you are authorized to waive any irregularities in connection with any tender of Existing Notes pursuant to the Exchange Offer.


Section 5. Tenders of Existing Notes may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offer--Procedures for Tendering," and Existing Notes shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein.


Notwithstanding the provisions of this Section 5, Existing Notes which the President, Chief Financial Officer or any Vice President of the Issuers shall approve as having been properly tendered pursuant to Section 4 above shall be considered to be properly tendered (such approval, if given orally, shall be confirmed in writing).


Section 6. You shall advise the Issuers with respect to any Existing Notes received subsequent to the Expiration Date and accept their instructions with respect to disposition of such Existing Notes (such advice, if given orally, shall be confirmed in writing).


Section 7. Notwithstanding the procedures set forth in the Prospectus under the section entitled "Exchange Offer" or in the Letter of Transmittal, you shall accept tenders:


(a) in cases where the Existing Notes are registered in two or
more names, only if signed by all named holders;


(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative
capacity, only when proper evidence of his or her authority so to act is
submitted; and


(c) from persons other than the registered holder of Existing
Notes provided that customary transfer requirements, including the
payment by such persons of any applicable transfer taxes, are fulfilled.


You shall accept partial tenders of Existing Notes where so indicated and as permitted in the applicable Letter of Transmittal and deliver certificates for Existing Notes to the transfer agent for split-up and return any untendered Existing Notes to the holder (or to such other person as may be designated in the applicable Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer.


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Section 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Issuers will notify you (such notice if given orally, to be confirmed in writing) of their acceptance, promptly after the Expiration Date, of all Existing Notes properly tendered and you, on behalf of the Issuers, will exchange such Existing Notes for New Notes and cause such Existing Notes to be cancelled. Delivery of New Notes will be made on behalf of the Issuers by you at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of the corresponding series of Existing Notes tendered promptly after notice (such notice if given orally, to be confirmed in writing) of acceptance of said Existing Notes by the Issuers; provided, however, that in all cases, Existing Notes tendered purs ...