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Parent Cash Equivalent Pledge Agreement

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PARENT CASH EQUIVALENT PLEDGE AGREEMENT


NOMURA HOLDING AMERICA INC.,
as Collateral Agent
Two World Financial Center, Building B
New York, New York 10281-1198


As of August 15, 1996


THE CHASE MANHATTAN BANK,
as Agent for Issuing Bank Corporate Trust Group 450 West 33rd Street New York, New York 10041


Attention: Escrow Administrator
15th Floor


Re: Renaissance Cosmetics, Inc.


Gentlemen/Ladies:


Reference is made to the negotiable certificate of deposit more particularly described on Schedule 1 hereto issued by The Chase Manhattan Bank, as issuer of such certificate of deposit (in such capacity, the "Issuing Bank"), to Renaissance Cosmetics, Inc., a Delaware corporation (the "Obligor"), together with interest accrued thereon, any proceeds thereof and any other certificate of deposit or other instrument or security in which such proceeds may be reinvested (collectively, the "Instrument").


The Obligor has granted to Nomura Holding America Inc., as collateral agent (in such capacity, the "Secured Party"), and by its execution of a counterpart of this Agreement the Obligor does hereby confirm and grant to the Secured Party, a security interest in the Instrument and all proceeds thereof as collateral security for the prompt and complete payment and performance when due by the Obligor of the Parent Obligations pursuant to, and as such term is defined in, the Pledge and Security Agreement, dated as of December 21, 1994, between the Obligor and the Secured Party, as amended (the "Parent Security Agreement"). Upon the Obligor's receipt of the Instrument from the Issuing Bank, the Obligor hereby agrees to immediately deliver the Instrument to the Secured Party to hold in pledge pursuant to this Agreement and the Parent Security Agreement until the date on which the Parent Obligations are paid in full. 2
1. The Chase Manhattan Bank, Corporate Trust Group, as Agent for the Issuing Bank (in such capacity, the "Agent"), the Secured Party and the Obligor hereby agree that:


(a) upon receipt by the Agent of the Instrument and a written
certificate signed by the Secured Party certifying that an Event of
Default (as defined in the Parent Security Agreement) shall have occurred
and be continuing, then the Agent shall follow the written instructions of
the Secured Party as to the disposition of the Instrument; and


(b) upon receipt by the Agent of the Instrument and a joint written
certificate signed by the Obligor and the Secured Party, the Agent shall
follow the written instructions of the Obligor set forth in such
certificate as to the disposition of the Instrument. Until the date on
which the Parent Obligations are paid in full, the Secured Party shall be
under no obligation to sign any such certificate requested by the Obligor
or to deliver the Instrument to the Agent in connection therewith, and the
decision of the Secured Party as to the execution of any such certificate
and the delivery of the Instrument to the Agent shall remain in the sole
and absolute discretion of the Secured Party, both before and after the
initial maturity of the Instrument and whether or not a Default or Event
of Default shall then have occurred or be continuing.


2. The Agent undertakes to perform only such duties as are expressly set forth herein.


3. The Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document. The Agent shall have no duty to solicit any payments which may be due it hereunder.


4. The Agent shall not be liable for any action taken or omitted by it in good faith unless a court of competent jurisdiction determines that the Agent's willful misconduct was the primary cause of any loss to the Obligor. In the administration of its duties hereunder, the Agent may execute any of its powers and perform its duties hereunder directly or through agents or attorneys and may consul
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