content: 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):     April 15,
  1998
  
  (Exact name of registrant as specified in its charter):    CCA
  Industries, Inc.
  
  (State of other jurisdiction       (Commission         (IRS
  Employer
       or incorporation)               File Number) Identification
  No.)
  
            Delaware               2-85538-B           04-2795439
  
  Item 2.        Acquisition or Disposition of Assets.   The
  registrant has acquired all of the right, title and interest in the
  usable inventory, raw material, work in process, supplies, plates,
  dies, molds, printing film (collectively "the inventory") from Bank
  One Illinois N.A. pursuant to section 9-504 of the Uniform
  Commercial Code of Illinois for $1,141,711.24.   The aforesaid
  inventory was previously owned by Shiara Inc.    A copy of the
  Assignment for the Benefit of Creditors Sale of Collateral is
  annexed hereto as Exhibit A.
  
  The registrant entered into a License Agreement with Shiara
  Holdings Inc., an Illinois corporation in connection with the
  license to distribute the following trademark products:  Cherry
  Vanilla,  Mandarin Vanilla, Vision,  Sunset Cafe and Amber Musk. 
  A copy of the aforesaid License Agreement is annexed hereto as
  Exhibit B.  
  
  Registrant entered into a Shareholders Agreement with Barry Shipp,
  Joseph Armandara and Joseph Toronto with regard to the operation of
  the new subsidiary to be formed to market and distribute the above
  fragrances.   The registrant will retain an 80% interest in the new
  corporation (Fragrance Corporation of America, Ltd.).   A copy of
  the aforesaid Shareholders Agreement is annexed hereto as Exhibit
  C.
  
  Item 7.   Financial Statements and Exhibits:
  
  EXHIBIT A   -    ASSIGNMENT FOR THE BENEFIT OF CREDITORS SALE OF
  COLLATERAL     
  EXHIBIT B   -    LICENSE AGREEMENT
  EXHIBIT C   -    SHAREHOLDERS AGREEMENT
       
       Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:         4/14/98                   CCA Industries, Inc.      
                                      .
                                (Registrant)
  
                                Ira W. Berman
                                Chairman, Board of Directors
                                
  IWB/ev
  
  <PAGE>
  SHAREHOLDERS AGREEMENT
  
  
       Agreement made this ___ day of March 1998 by and between CCA
  Industries, Inc., hereinafter referred to as "CCA" and Barry Shipp,
  Joseph A. Aramanda and Joseph Toronto, hereinafter referred to as
  "Shareholders".
  
       WHEREAS,  CCA and the Stockholders desire to promote their
  mutual interests in the newly incorporated Fragrance Corporation of
  America, hereinafter referred to as the "Corporation",  which
  corporation was duly incorporated in the State of New Jersey on
  March ___, 1998;  and
       
       WHEREAS, it is intended that CCA and each of the Shareholders
  shall own the following shares of the Corporation's authorized
  1,000 shares of common stock par value $ .01 per share as follows:
  
  CCA            80%  (800 shares) of the issued stock
  Aramanda       10%  (100 shares)
  Shipp            9%  (  90 shares)
  Toronto          1%  (  10 shares)  and,
  
  
       WHEREAS, to promote the mutual interest of parties hereto and
  in the interest of the Corporation, the parties desire to impose
  certain terms, conditions, restrictions and obligations in
  connection with the interests of the Corporation and the parties
  hereto, now, therefore,
  
            IT IS AGREED AS FOLLOWS:
  
  FIRST:    Each of the parties hereto agree to purchase their shares
  for $1.00 per share.
  
  
            BOARD OF DIRECTORS
  
  SECOND:   The Corporation shall have five (5) directors,  three to
  be appointed by CCA,  two to be appointed by the Shareholders.  A
  majority vote of directors shall constitute the final decision of
  the Board of Directors.   CCA and the Shareholders shall vote all
  shares owned by them toward the election of 
  
  David Edell, Ira W. Berman, Drew Edell, Barry Shipp, and Joseph A.
  Aramanda as directors.   Each shall be elected and serve so long as
  CCA is a Shareholder and so long as Barry Shipp or Joseph A.
  Aramanda are Shareholders respectively.
  
  
       OFFICERS
  
  THIRD:    The Officers of the Corporation shall serve one (1) year
  terms.  At the annual meeting of shareholders the appointed Board
  Of Directors shall appoint officers for the next year.
  
  <PAGE>
  
  
  
  The Board of Directors will appoint Joseph A. Aramanda -
  President,     
  Barry Shipp - Vice President, David Edell - Treasurer, Ira W.
  Berman - Secretary for the initial year of operations.
  
  
            EMPLOYMENT
  
  FOURTH:   A)   Shipp, Aramanda, and Joseph Toronto, hereinafter
  referred to as
  "Shareholders" and/or "Employees", shall be employed by the
  Corporation at an annual compensation as follows:
  
  Shipp               $ 180,000.00
  Aramanda       $ 220,000.00
  Toronto        $ 104,000.00
  
  
       B)   The Employees shall have the responsibility of managing
  the
  Corporations affairs subject to the approval and direction of the
  Board of Directors.
  
       C)   The Employees agree to work exclusively for the
  Corporation in their
  designated capacities.   They will not have any financial interest
  in any other entity engaged in the business of the sale of
  fragrances or any other product that the Corporation may be engaged
  in marketing.
  
       D)   The terms of employment shall be for a three (3) year
  period,
  commencing on _________ 1998 subject to the right of the Board of
  Directors to review as hereinafter specifically provided.
  
  During the period of employment thereunder, the Stockholder
  (Employee) shall devote such time as required by the Corporation to
  the best efforts the business and affairs of the Corporation, 
  allowing a reasonable time for vacations, and shall serve in such
  capacity as shall be from time to time designated by the Board of
  Directors.
  
  E)  Should a Shareholder relinquish his shares in the Corporation
  his employment may be terminated by the Board of Directors, and the
  negative covenants hereafter provided shall become applicable.   
  
            F)   SPECIAL RIGHTS OF BOARD OF DIRECTORS
  
  The Board of Directors shall have the right to call a special
  meeting of the Board to review the financial condition of the
  Company in the event that CCA in its sole discretion exercising its
  rights as the owner of 80% of the outstanding common stock of the
  Company is concerned about substantial losses in the Corporation's
  operations.   At the meeting, the Board shall have the additional
  power to terminate the employment of any of the Corporation's
  officers.   In such event,  the Corporation will not be liable for
  the remainder of the compensation due to the employee,  and the
  employee will be
  
  
  <PAGE>
  
   released from the restrictions contained in Article Fifth (5)(D). 
   Substantial losses shall be defined as any loss for any quarter in
  excess of $200,000.00 or $350,000.00 cumulative for any two (2)
  successive quarters (utilizing general accepted accounting
  practices applied substantially consistent with those practices
  adopted by CCA in its own financial reporting to the S.E.C.
  
                 This special provision will become effective for all
  quarterly reports 
  commencing with the quarter ending March 31, 1999.
  
  Any time the Board of Directors shall have the right to terminate
  any employment for "just cause".
  
  G)   JUST CAUSE
  
  "Just cause" shall mean (a) the willful failure by the Shareholder
  to perform such duties as may be assigned to the Shareholder by the
  Managing Director, the Directors, or any officer of the Corporation
  who is responsible for assigning duties to the Shareholder,  (b)
  gross misconduct injurious to the Corporation, (c) engaging in any
  activity competitive with the business of the Corporation, or (d)
  the Disability of the Shareholder by reason of health that prevents
  the Shareholder from performing his/her duties on a full time basis
  for one hundred twenty (120) consecutive calendar days.
  
            
            NEGATIVE COVENANTS AND CONFIDENTIAL INFORMATION
  
  FIFTH:    A)   The Employees agree that should they leave the
  employ of the
   Company prior to the end of the term of their employment as
  provided above, they will not become associated in any way with any
  entity that is engaged in a business similar to the Corporation for
  a period of one (1) year.
  
  B)  This restriction shall apply if the Employee is discharged for
  cause as above provided, or if CCA exercises its right to purchase
  his shares as hereinafter provided
  
  C)  Should the Employee request the Corporation to purchase his
  shares, as hereinafter provided and a sale is consummated, the one
  (1) year restriction provided above shall be applicable.
  
  D)  If for any reason the Employee shall leave the employ of the
  Corporation, Employee agrees that he will not disclose any of the
  marketing plans of the Corporation, new product development or
  other confidential information.  
  
  E)  Employee further agrees that all documents, materials,
  projects, products or plans that he worked on during his term of
  employment will be returned to the Corporation, and be deemed the
  proprietary
  
  
  <PAGE>
  
  product of the Corporation.  All of the aforesaid shall remain
  confidential unless and to the extent that (i) it is currently
  being utilized by a competitor of the Corporation, (ii) becomes
  publicly available, and (iii) is subsequently given to a third
  party by the Corporation.
  
  
            OBLIGATIONS OF CCA
  
  SIXTH:    A)   CCA shall be responsible for the financing of the
  Corporation's
  activities as the Company may require.   It agrees to use its best
  efforts to provide the funds for the Company's operations at prime
  rate of interest as per the proposed budget prepared by management
  and approved by the Corporation's Board of Directors.  The Board of
  Directors will be presented with a budget containing cash flow
  projections and requirements at least forty-five (45) days before
  each quarter.  Although the directors David Edell,  Ira W. Berman
  and Drew Edell may be deemed to have a conflict of interest, the
  Shareholder's agree that their conflicting interests, as they may
  appear are hereby waived, and however they vote as a director of
  the Corporation they will held harmless personally and CCA shall
  not be held responsible for any decision nor be held accountable
  for any decision which may be made by the Board of Directors of the
  Corporation.
  
  B)  CCA agrees that so long as Aramanda and Shipp are shareholders
  of the Corporation,  that any purchase of a fragrance company, or
  acquisition of a fragrance brand will be assigned to the
  Corporation for its marketing and sale.  The Corporation shall have
  the obligation to compensate CCA for its cost of acquisition.
  
  
            RESTRICTION ON TRANSFER OF SHARES
  
  SEVENTH:  The Shareholders shall not transfer their shares without
  permission of the Board of Directors, for three (3) years from the
  date of this Agreement.  The stock certificates shall bear a
  restrictive legend restricting the transfer - other then by
  operation of law in the event of the death of the Shareholder, in
  which case his interest shall pass to his legal representative. Any
  assignee of a Shareholder's interest shall agree to be bound by the
  terms and conditions of this Agreement.
  
       
            MUTUAL PUTS AND CALLS
  
  EIGHTH    A)   SHAREHOLDER PUT TO CCA
  
       At the end of the third fiscal year of the Corporation and
  each fiscal year thereafter, if the net sales of the Corporation
  shall be not less than $8,000,000.00 for the fiscal year just
  ended, any and all of the
  
  
  <PAGE>
  
  Shareholders shall have the  right to offer his shares for purchase
  to CCA at the price as provided in the Certificate of Agreed Value,
  annexed hereto.   The purchase price shall be paid in 1/2 upon
  confirmation of value set forth in the Certificate of Agreed Value,
  and the balance six (6) months thereafter.
  
            B)   CCA RIGHT TO PURCHASE
  
       At any time after the third (3) fiscal year of the
  Corporation, CCA shall have the right to purchase all or any part
  of the shares of the Shareholders at the price provided in the
  Certificate of Agreed Value.  Payment shall be made simultaneously
  with the confirmation of value as set forth in the certificate.
  
  C)  The option to cause shares to be purchased under this section
  shall
  be exercised by the delivery of a written notice by registered or
  certified mail to the parties as the case may be, at the address
  set forth in this Agreement, setting forth the desire to either
  sell or purchase the shares as the case may be.
  
  NINTH:    The fiscal year of the Corporation for the purposes of
  determining the information to be applied in computing the values
  provided in the Certificate of Agreed Value shall  end on March
  31st.
  
  TENTH:    This Agreement contains the entire agreement of the
  parties.  It may not be changed orally, but only by an agreement in
  writing signed by the party against whom enforcement of any waiver,
  or change. Modification, extension or discharge is sought.
  
  ELEVENTH: The waiver by any party hereto shall not operate or be
  construed as a waiver of any subsequent breach.
  
  TWELFTH:  APPLICABLE LAW
  
       The laws of the State of New Jersey (other then those which
  pertain to conflicts of law) shall govern the interpretation of
  this Agreement, irrespective of the fact that any of the parties
  now is, or may become a resident of a different state.   The
  parties shall submit all disputes which arise under this Agreement
  to state or federal courts in the city of Newark, New Jersey for
  resolution.   The parties acknowledge that the aforesaid courts 
  shall have exclusive jurisdiction or venue, including but not
  limited to forum non conveniens.    Service of process for any
  claim which arise under this Agreement shall be valid if made in
  accordance with the notice provisions set forth in Section
  Fifteenth.  If service of process is made as aforesaid, the party
  served agrees that such service shall constitute valid service, and
  specifically waives any objections that the party served may have
  under any state or federal law or rule concerning service of
  process.   Service of process in accordance with this Section shall
  be in addition to and not to the exclusion of any other service of
  process method legally available
  
  <PAGE>
  
       SPECIFIC ENFORCEMENT
  
  THIRTEENTH:    Because of the unique relationship of all of the
  Shareholders and the unique value of their interests in the
  Corporation, in addition to any other remedies the Corporation may
  have, the obligations and rights contained in this Agreement shall
  be specifically enforceable.
       
  FOURTEENTH:    As of the date hereof, the undersigned are the
  owners of all of the outstanding shares of the Corporation and each
  of them consents and agrees to the terms and conditions as set
  forth herein.
  
  
  NOTICES
  
  FIFTEENTH:     All notices which concern this Agreement shall be
  given in writing as follows:  (i) by actual delivery of the notice
  into the hands of the party entitled to receive it or by facsimile
  to such party, in which case the notice shall be deemed given on
  the date it is sent;  (ii) by Federal Express or any other
  overnight carrier, in which case the notice shall be deemed given
  on the day following the date it is deposited with such carrier; 
  or (iii) by mailing such notice by registered or certified mail,
  return receipt requested, in which case the notice shall be deemed
  given four (4) days following the date it is deposited in the mail. 
   All notices provided under this Agreement shall be to the last
  known address of the party entitled to receive it.   Any party to
  this Agreement may change its address for notice purposes, by
  providing written notice of the change of address to each of the
  other parties.   All notices which concern this Agreement shall be
  addressed as follows:
  
  If to CCA to:
  
  CCA INDUSTRIES, INC.
  200 Murray Hill Parkway
  East Rutherford,  NJ  07073
  
  Attn:     Mr. David Edell     
  
  
  
  If to Barry Shipp
  ___________________
  ___________________
  ___________________
  
  
  
  If to Joseph A. Aramanda
  ___________________
  ___________________
  ___________________
  
  <PAGE>
  
  If to Joseph Toronto 
  ___________________
  ___________________
  ___________________
  
  
  
  
  
  
  
                                CCA INDUSTRIES, INC.
  
       
                                BY:________________________
                                       Ira W. Berman
                 
                                BY:________________________
                                         Barry Shipp
  
                                BY:________________________
                                        Joseph A Aramanda
  
                                BY:________________________
                                        Joseph Toronto
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
       
  IWB/ev
  <PAGE>
  
  CERTIFICATE OF AGREED VALUE
  
  
       In computing the value of the Shareholders stock in the
  Corporation, the following criteria shall be utilized:
  
       The "net sales" defined as the gross sales, less all
  deductions and allowances and returns shall be computed.  In
  determining the profit of the Corporation using generally accepted
  practices applied on a consistent basis,  the following "actual"
  expenses shall be applied:
  a)  cost of goods (material and labor)
  b)  salary expenses
  c)  advertising expenditures
  d)  co-op expenditures (paid and/or accrued) and outstanding
  e)  royalty expense
  f)  freight
  g)  all other direct actual expenses of the Corporation including
  interest expense
  h)  indirect general and administrative expenses calculated at 10%
  of net sales at $8,000,000.00,  and 8% of net sales at $
  16,000,000.00.
  
       The net income prior to taxes utilizing the criteria set forth
  above, will be multiplied by ten (10) to arrive at the stipulated
  agreed value of the Corporation for the purpose of this
  certificate.    If all of the Shareholders offer their shares for
  sale, or if CCA exercised its option to purchase all of the
  Shareholders shares, the cost of the purchase would be   twenty
  percent (20%) of the value of the Corporation inasmuch as the
  Shareholders own twenty percent (20%) of the shares of the
  Corporation.   If only one Shareholder  wished to avail himself of
  the option, then his value would be his percentage of ownership in
  the common stock of the Corporation  in proportion to the over-all
  value of the Corporation as provided herein.
                                CCA INDUSTRIES, INC.
  
       
                                BY:________________________
                                      Ira W. Berman
                 
                                BY:________________________
                                      Barry   Shipp
  
                                BY:________________________
                                     Joseph A Aramanda
  
                                BY:________________________
                                     Joseph Toronto
  IWB/ev
  <PAGE>
  RIDER TO SHAREHOLDERS AGREEMENT
  
  
  
       WHEREAS, CCA Industries, Inc., has purchased inventory from
  Banc One in connection with the liquidation of Shiara, Inc. and
  assigned the inventory to Fragrance Corporation of America, Ltd, 
  and
       WHEREAS, included in the inventory was inventory of the
  following brands:
            Amber               $__________
            Vision              $__________
            Sunset Cafe         $__________ ,   and
  
       WHEREAS it is estimated that to dispose of the aforesaid
  inventory, it will be necessary to purchase $___________ in
  additional componentry to create the finished goods of the above
  product lines.
  
       NOW THEREFORE, in consideration of mutual covenants herein
  contained, Aramanda and Shipp agree that until such time as the
  corporation recoups its out-of-pocket investment of $_________ into
  the products referred to above, the corporation shall set aside 50%
  of their salary to be held in a special account and released when
  the corporation's investment is recouped.  The corporations cost
  shall be its out of pocket expenditure in the amount of $__________
  as provided above plus all direct expenses involved in the
  liquidation of the aforesaid products.
  
       It is contemplated that the corporation will have a short
  fiscal year which will expire on November 30, 1998 and then will be
  on a fiscal period in line with CCA Industries fiscal year, at
  which time this Agreement will be reviewed by all parties hereto.
  
  WITNESS WHEREOF WE HAVE EXECUTED THIS RIDER WHERE EXECUTED.
  
  
                                CCA INDUSTRIES, INC.
       
                                BY:________________________
                                     Ira W Berman
                 
                                BY:________________________
                                     Barry Shipp
  
                                BY:________________________
                                    Joseph A Aramanda
  
  
       
  IWB/ev
  
  <PAGE>
  TRADEMARK LICENSE AGREEMENT
  
       THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made as
  of March __, 1998 (the "Effective Date"), between Shiara Holdings
  Inc., an Illinois corporation ("Company") and CCA Industries, Inc.
  ("Licensee").
  
       A.   Company owns the registered trademarks that are
  specifically identified on attached and incorporated Exhibit "A"
  and any associated names,  marks, logos and commercial symbols,
  which have gained public acceptance. A substantial amount of
  goodwill has attached to these names, marks and symbols.
  
       B.   Licensee desires to obtain a license to use the Company's
  aforesaid proprietary names, marks and/or symbols for the
  "Permitted Use" (as defined in Section 1.1 below) on the terms of
  this Agreement.
  
       In consideration of the foregoing and the obligations, duties
  and rights set forth below, the parties agree as follows:
  
  ARTICLE 1
  LICENSE
  
       1.1  Trademark License Grant. Subject to the terms and
  conditions set forth in this Agreement, and only upon the closing
  of that certain Offer of Purchase Agreement dated March 9, 1998
  ("Purchase Agreement"), by Licensee to Renaissance Financial
  Restructuring, Inc. ("Assignee") and Bank One Illinois, N.A.
  ("Bank") relating to certain assets of Shiara, Inc. ("Shiara"), and
  only upon Licensee first entering into agreements with each of
  Barry Shipp and Joseph Aramanda in form acceptable to the parties
  ("Shareholder Agreeements"), Company grants to Licensee an
  exclusive, revocable license (the "License") to use those
  trademarks, and solely those additional proprietary trademarks,
  trade names, copyrights, logos, commercial symbols, service marks
  and service names related thereto (whether or not registered) that
  are specifically identified on attached and incorporated Exhibit
  "A" (collectively, the "Commercial Marks"), solely in conjunction
  with Licensee's performance of the following activities (the
  "Permitted Use"):  (i) to market and sell those "Products" as set
  forth on attached and incorporated Exhibit "A" to retailers,
  distributors or brokers in the "Territory" as set forth on attached
  and incorporated Exhibit "B";  and (ii) to advertise said Products,
  by faithfully reproducing the Commercial Marks solely in brochures,
  flyers, print or broadcast media.  If the Licensee does not close
  under the Purchase Agreement or enter into the Shareholder
  Agreements by March 31, 1998, this Agreement shall automatically
  terminate on such date or such earlier date if the conditions above
  cannot be fulfilled. 
  
       1.2  Certain License Requirements. Licensee, at its sole cost,
  shall:  (i) keep all the Commercial Marks free of any liens, claims
  or encumbrances of any type; (ii) use solely faithful reproductions
  of the Commercial Marks as identified on Exhibit "A", and not use
  any prefix, suffix or other modifying words, terms, designs or
  symbols with any Commercial Marks nor in any way modify any
  Commercial Mark; (iii) not use any Commercial Mark for any purpose
  other than a Permitted Use; (iv) not incorporate any of the
  Commercial Marks, any derivative of the Commercial Marks or any
  other mark which is similar to any Commercial Mark into Licensee's
  corporate or other business name or any other name which Licensee
  utilizes to identify itself, any other individual or entity with
  which Licensee does business, or any other store, product or
  services Licensee represents, sells, markets or creates; (v)
  display the Commercial Marks prominently in connection with all
  packaging, forms, labels and advertising materials, subject to
  Section 1.3 below; (vi) except as necessary to perform the
  Permitted Use, not reproduce, copy, duplicate or distribute the
  Commercial Marks; and (vii) obtain Company's prior, written
  permission before using any Commercial Marks for any purpose not
  specifically authorized as a Permitted Use.
  
  <PAGE>
       1.3  Promotional Material. Licensee, at its sole cost, shall
  feature the Commercial Marks prominently in all advertising
  campaigns promoting the Products in the Territory. All advertising,
  promotional, sales or other materials which use the Commercial
  Marks shall:  (i) include solely faithful reproductions of the
  Commercial Marks as appearing on attached Exhibit "A"; (ii) be
  suitable for the fragrance business; (iii) not place the Commercial
  Marks in a derogatory light nor impugn the reputation of nor damage
  the goodwill associated with the Commercial Marks; and (iv) not
  include the trade name, trademark, service mark, service name, logo
  or commercial symbol of any competitor of Company. Licensee shall
  submit samples of such materials to Company periodically for
  Company's review. If, in Company's reasonable judgment, Company
  deems that any such materials may jeopardize in any way Company's
  rights, titles, or interests in any portion or all of any
  Commercial Marks, injure the goodwill associated with, impugn the
  reputation of or otherwise be derogatory of the Commercial Marks,
  or may violate any copyrights, trade names, trademarks, service
  marks or related items, Company will notify Licensee of the same,
  and Licensee immediately shall refrain from using such
  objectionable materials and shall modify such materials.
  
       1.4  Goodwill and Limited Nature of License Rights. This
  Agreement and the License do not confer any goodwill or other
  interest in the Commercial Marks upon the Licensee, except and
  solely to the extent that Licensee is permitted to utilize the
  Commercial Marks in the Territory to conduct the Permitted Use.
  Licensee agrees that all goodwill developed through Licensee's use
  of the Commercial Marks shall inure solely to Company's benefit.
  Licensee agrees that Company has not made any guaranty or
  representation concerning the potential sales or profits which may
  be generated through the License, and that Company has not assumed
  any obligations other than to License the Commercial Marks to
  Licensee for Licensee's conduct of the Permitted Use in the
  Territory. 
  
  ARTICLE 2
  INSPECTION, AUDIT RIGHTS AND FEES
  
       2.1  Books, Records and Inspections. Licensee shall maintain
  accurate and complete books of account and records concerning its
  use of the Commercial Marks, its conduct of the Permitted Use and
  its advertising and marketing programs. Licensee shall provide
  copies of such records to Company within five (5) business days of
  Company's request for the same. Company shall have the right, at
  its sole expense, to examine those books and records of Licensee
  which pertain to the Permitted Use and the Commercial Marks.
  Company shall exercise its foregoing inspection rights by providing
  Licensee with at least five (5) days advance, written notice and
  shall conduct such inspections in a manner which does not
  unreasonably interfere with Licensee's business.  In the event that
  upon its audit, Company is correct in its review that there is a
  material difference between Licensee's records and its own
  auditor's review, Licensee shall be required to reimburse Company
  its expense of the audit.
  
       2.2  Quality Standards. During the term of this Agreement,
  Company shall have the right to establish such quality standards
  concerning the Permitted Use which  Company deems necessary to
  protect the Commercial Marks, the reputation associated therewith
  and the goodwill attached thereto. 
  
       2.3  Royalties and Taxes. 
  
  (a)  Product Royalties.  Subject to Section 2.3(b) below, Licensee
  shall pay Company a "Sales Royalties" of five percent (5%) ("Sales
  Percentage") of all "Net Factory Sales" on the Products which are
  sold in connection with the Commercial Marks, appearing on attached
  Exhibit "A-1" only, payable forty-five (45) business days after
  each quarter annual period for Net Factory Sales for the preceding
  quarter. For purposes of this Agreement, the term Net Factory Sales
  shall mean those sales less any discounts, allowances and returns.
  Once the amount of Royalties (as defined below) paid by Licensee to
  Company reaches Two Million Dollars ($2,000,000.00), the Sales
  Percentage for the purpose of computing the Sales Royalties will
  
  <PAGE>
  reduce to one-half percent (1/2%). Licensee shall, during the Term
  of this Agreement, use its best efforts to effectively market and
  promote the Products in the Territory. 
  
            (b)  Minimum and Annual Royalties. In consideration of
  Company granting an exclusive License to Licensee, Licensee shall
  pay Company a minimum royalty of One Hundred Thousand Dollars
  $100,000.00 ("Minimum Royalty") for the first fifteen (15) months
  of the Agreement.  Thereafter, Licensee shall pay Company an annual
  minimum royalty ("Annual Royalty") of not less than One Hundred and
  Fifty Thousand Dollars ($150,000.00) for each subsequent
  consecutive twelve (12) month period. The Minimum Royalty and
  Annual Royalty, less the Sales Royalty previously paid for said
  period, is payable forty-five (45) days after the end of each "Term
  Year" occurring during the "Term" (as those terms are defined in
  Section 2.4 below), or if this Agreement terminates prior to the
  final day of any Term Year in accordance with Sections 2.4 or 5.1
  below, then forty-five (45) days after the date of such
  termination. The Minimum Royalty and the Annual Royalty are non
  refundable. 
       
            For purposes of this Agreement, Sales Royalties, Minimum
  Royalty and Annual Royalty will collectively be referred to as
  "Royalties". In addition to the Royalties, Licensee shall pay all
  taxes (service, sales, use or otherwise) that are associated with
  the License of the Commercial Marks identified on attached "Exhibit
  A-1" or the Permitted Use (except for income taxes of Company on
  the Royalties), when and as such taxes become due.
  
            (c)  Contingent Additional Consideration. 
  Notwithstanding the above Sections 2.3(a) and 2.3(b) herein, and in
  recognition of the value of the goodwill and customer lists sold
  under the Purchase Agreement to Licensee, the first $800,000 of
  Royalties due herein shall be paid directly to the Bank under the
  Purchase Agreement, in satisfaction of the Contingent Additional
  Consideration (as defined therein) due under the Purchase
  Agreement.  All payments made in satisfaction of the Contingent
  Additional Consideration shall be a dollar-for-dollar credit
  against the Royalties due under this Agreement. The payments due
  herein in this Section 2.3(c) are subject to the provisions of
  Section 6.4 herein. 
  
       2.4  Term. The "Term" of this Agreement shall commence on the
  Effective Date and shall continue until this Agreement terminates
  as provided in this Section or in Section 5.1 below. Each full
  twelve (12) month period occurring during the Term which commences
  on either the Effective Date or an anniversary of the Effective
  Date shall be referred to as a "Term Year". The initial Term Year
  of this Agreement shall commence on the Effective Date and continue
  for a period of fifteen (15) months. Upon the expiration of the
  initial Term Year or any subsequent Term Year thereafter, the Term
  of this Agreement shall immediately renew for an additional one (1)
  year period, subject only to termination as provided in Article 5
  herein. Licensee may, after fourteen (14) months from the Effective
  Date, terminate this Agreement for any reason upon at least ninety
  (90) days prior notice of termination.
  
  ARTICLE 3
  OWNERSHIP RIGHTS
  
       3.1  Exclusive Proprietary Rights in Company. Company
  exclusively owns all proprietary, ownership and use rights, titles
  and interests of any and all types (whether legal, equitable, use
  or otherwise) to all the Commercial Marks, whether statutory or
  common law, including but not limited to all rights under foreign,
  national, international, state or federal copyright, trademark,
  trade name, service mark, intellectual property or other laws,
  whether now existing or subsequently recognized, (including but not
  limited to the sole right to obtain any registration under the
  same), throughout the world, in and for all languages (including
  but not limited to computer languages whether now existing or
  subsequently developed), and the exclusive right (legal, equitable
  and otherwise), throughout the world, in any and all languages
  (whether now existing or subsequently arising) to prepare and
  exploit commercially derivative works based upon any Commercial
  Marks (collectively, "Derivative Works"). Licensee shall not have
  any right to make, nor any right, title or interest in or to any
  Derivative Work nor shall Licensee have any right to use any
  
  <PAGE>
  Derivative Work under the License granted in this Agreement, unless
  Company executes a written document which specifically extends the
  License to cover such Derivative Work. 
  
       3.2  Commercial Marks Protection.  Company shall, during the
  Term of this Agreement and at its sole cost and expense, use its
  best efforts in the United States of America to (i) keep in full
  force and effect the Commercial Marks; and (ii) protect the
  Commercial Marks from infringement from any other person, firm or
  corporation in the United States of America and to prosecute
  promptly and diligently all actions and proceedings which may be
  necessary or appropriate. In the event that Company chooses not to
  defend its trademarks, Licensee shall have the option to defend and
  shall have the right to offset its reasonable costs against future
  royalty payments.  Company agrees, at its sole and reasonable
  expense, to use its best efforts to obtain final registration on
  the Commercial Marks and to protect them throughout the Term of
  this Agreement, provided in no event shall Company be required to
  expend more than $10,000 in additional expenses to perfect the
  Commercial Marks or defend them.  Company shall have the right, but
  not the obligation, at its own costs and expense, to participate in
  such actions and proceedings and seek compensatory damages from the
  infringing party for any of its losses as a result of the aforesaid
  infringement. 
   
       3.3  Licensee Assistance. Licensee shall execute, acknowledge
  and deliver to Company, any instrument or document which Company
  deems necessary from time-to-time to facilitate registration of any
  filings or to record or evidence Company's exclusive ownership
  rights in the Commercial Marks and Derivative Works. 
  
       3.4  Company Indemnity.  Company shall indemnify and hold
  harmless Licensee from and against any and all claims, actions,
  suits and proceedings (including costs and expenses and reasonable
  attorney fees) for which Licensor may be liable or incur or be
  compelled to pay by reason of the breach of any representation,
  warranty or agreements of Company contained in this Agreement or
  any related agreement.
  
       3.5  Licensee Indemnity. Licensee shall further indemnify,
  defend and hold harmless Company from and against all claims,
  actions, suits and proceedings, all loss, liability, damages, cost
  and expenses incurred in connection with any claim (including
  reasonable attorneys fees) for which Company may become liable or
  incur or arising out of breach of any of Licensee's
  representations, warranties or agreements herein.
   
  ARTICLE 4
  LICENSE PROTECTIONS
  
       4.1  Duty to Disclose and Mitigate. Licensee immediately shall
  notify Company of any information which comes to Licensee's
  attention which does or might indicate that there has been any loss
  of proprietary rights of any kind in or to any Commercial Marks
  arising through any action of Licensee, any of its employees,
  agents, contractors or owners, or any individual or entity in
  privity with Licensee. In such event, Licensee shall take all steps
  within its power to limit the damage to Company which could result
  from such loss of proprietary rights, including but not limited to
  taking whatever legal action necessary to mitigate such damage.
  Company, in its sole discretion, shall have the right to take over
  and assume control of any such litigation, by providing Licensee
  with written notice of its decision to do so. 
  
       4.2  Title Protection. Licensee warrants that it shall not
  attack, compromise, file suit against or in any manner attempt to
  vitiate or commit or fail to take any action which could vitiate
  any of Company's rights, titles or interests in the Commercial
  Marks. Licensee shall not attempt to develop, develop or retain
  others to develop any material similar to any Commercial Marks.
  Licensee shall not obtain any copyright, trademark, service mark or
  other proprietary or registered rights in or to any Commercial Mark
  or Derivative Work, or any copy, logo, design or symbol which is
  similar to the preceding.
  
  
  <PAGE>
       4.3  Injunctive and Other Relief. Licensee acknowledges that
  if it breaches any of its obligations under this Agreement, it will
  cause damage of an irreparable and continuing nature to Company,
  for which money damages will not provide adequate relief.
  Therefore, in addition to any money damages to which Company is
  entitled, Company also is entitled to obtain an injunction
  (including but not limited to a temporary restraining order) to
  prohibit Licensee's continuing breach of the applicable covenant,
  and/or to force Licensee to take affirmative actions to comply with
  its obligations under this Agreement. Company shall have the right
  to obtain such relief without having to prove any damages or post
  any bond.
  
       4.4  Commerical Marks Indemnity Obligation.  Company defends,
  indemnifies and holds harmless Licensee from all liabilities and
  reasonable expenses, judgments, fines or penalties which Licensee
  may incur that result from any claim, action, suit or proceeding,
  the material allegation of which avers that the Commercial Marks
  constitutes an infringement of a United States registered trademark
  or service mark, whether such actions are civil, criminal,
  administrative or investigative, including any associated appeals,
  subject to a maximum indemnification of an amount not more than the
  Royalties previously received by Company.  In lieu of
  indemnification, Company, at its sole option, may: (i) obtain for
  Licensee the right to utilize any such allegedly infringing
  Commercial Marks; or (ii) make such Commercial Marks
  non-infringing, if possible.
  
       4.5  Survival of Covenants. Licensee's obligations under
  Articles 2 and 4 of this Agreement shall survive the termination of
  this Agreement or any of this Agreement's provisions.
  
       4.6  Formulas.  Licensee shall keep all formulas confidential.
  
  
  ARTICLE 5
  TERMINATION
  
       5.1  Causes.  This Agreement may be terminated solely as
  provided below in this Section and Section 2.4. This Agreement may
  terminate prior to the expiration of any then current Term Year
  identified in Section 2.4 above upon thirty (30) days prior notice
  by Company or upon the occurrence of any of the following: (i)
  Licensee commits a default under this Agreement (including but not
  limited to its failure to make a payment of any amounts owing to
  Company when and as the same become due or its violation of any
  terms of Article 1 above); (ii) Licensee attempts to use,
  reproduce, sell, mortgage, lease, assign (subject to Section 7.4
  herein), convey, transfer or sublicense any Commercial Marks in
  contravention of the terms of this Agreement; (iii) Licensee
  voluntarily or involuntarily becomes subject to a bankruptcy
  proceeding, makes an assignment for the benefit of creditors,
  marshals its assets, becomes insolvent, otherwise becomes subject
  to any proceeding for relief from or protection of creditors; or
  (iv) Licensee dissolves or liquidates, merges or consolidates with
  or into any other entity or sells substantially all its assets or
  twenty-five percent (25%) or more of either its voting or total
  equity securities to any individual or entity who is not an owner
  of such securities as of the Effective Date. 
    
       5.2  Effect of Termination.   Immediately upon the termination
  of this Agreement, all rights of Licensee under this Agreement to
  use the Commercial Marks shall terminate in their entirety, and
  Licensee immediately shall (i) cease the sale of all Products
  utilizing any Commercial Marks; and (ii) shall cease using any of
  the know-how, formula or customer lists relating to the Products
  purchased by Licensee from Assignee and Bank and shall convey all
  right, title and interest in said know-how, formula or customer
  lists to Company for the sale price of $100.00.  Notwithstanding
  anything herein to the contrary, failure to pay the Minimum Royalty
  or Annual Royalty shall not subject Licensee to any responsibility
  other than the termination of its license rights herein and the
  continued payment obligation of the Sales Percentage on Net Factory
  Sales on Products sold using the Commercial Marks. 
  
  <PAGE>
  
            Irrespective of the reason for termination:
  
            (a)  Licensee shall be responsible for all royalties that
  may be due Company from sales of the Products made prior to the
  termination of this Agreement and from the sale of its remaining
  inventory. 
  
            (b)  Licensee shall furnish Company with a list of the
  quantity, cost and location of all Products and a list showing all
  customers to whom Licensee has sold Products for the two (2) year
  period preceding such termination and return all molds, plans and
  other data to Company.  
  
            (c)  Licensee agrees, if so required, to sell its
  inventory of Products to Company at its out-of-pocket costs upon
  payment thereof.  
  
            (d)  Licensee shall not be required to make any further
  payments to Company, except to the extent of the payment of
  Royalties for Products sold prior to the date of termination and in
  closing out is inventory.  No Royalty will be required in the event
  of sale by Licensee to Company of remaining inventory after
  termination.  Should the parties agree that Licensee shall continue
  to sell the Products on a non-exclusive basis, Licensee will be
  required to pay the Sales Percentage on all Net Factory Sales of
  the Products.
  
            (e)  The termination of this Agreement shall not affect
  or impair any obligations or rights which arose prior to the date
  of such termination or out of the facts or occurrences which cause
  such termination. 
  
  ARTICLE 6
  REPRESENTATIONS, WARRANTIES AND COVENANTS
  
       6.1  Company Warranties. Company represents and warrants that
  to the best of its knowledge: (i) it is the owner of the Commercial
  Marks; (ii) the Commercial Marks do not violate or infringe any
  United States registered trademarks, trade names, service marks,
  service names, or other intellectual property rights; (iii)  it has
  not granted a license to any third party to use the Commercial
  Marks as authorized by the Permitted Use; and (iv) it has the right
  to enter into this Agreement with and grant the License to
  Licensee, such Agreement being duly authorized by Company's Board
  of Directors.
       
       6.2  Representations and Covenants of Licensee.  Licensee
  makes the following warranties and covenants to Company, all of
  which shall survive the termination of this Agreement:
  
            (a)  Licensee is a corporation duly incorporated, validly
  existing and in good standing under the laws of the State of
  Delaware; and
  
            (b)  Licensee has all necessary corporate power and
  authority to enter into and perform the obligations to be performed
  by it under and to consummate the transactions and other acts
  contemplated by this Agreement and any related agreements.  The
  execution, delivery and performance by Licensee of this Agreement
  and any related agreements have been duly authorized by all
  necessary corporate action of Licensee.  The execution and delivery
  of this Agreement and related agreements, the consummation of the
  transactions contemplated hereby and compliance with and
  fulfillment of the terms and provisions hereof by Licensee will not
  (i) conflict with or result in a breach of the terms, conditions or
  provisions of, or constitute a default under, the certificate of
  incorporation or by-laws of Licensee, or any agreement, mortgage,
  judgment, order, award, decree or other restriction to which
  Licensee is a party or by which any of its properties is bound,
  (ii) require any affirmative approval, consent, authorization or
  other order or action of any court, governmental authority or
  regulatory body or of any creditor of Licensee, except such as have
  been obtained, (iii) conflict with or result in a breach of the
  
  <PAGE>
  
  terms, conditions or provisions or, or constitute a default under,
  any contract, indenture, trust agreement, trust instrument, note,
  bond, mortgage, agreement or other instrument or obligation to
  which Licensee is a party or by which it or any of its properties
  or assets may be bound (collectively, "Licensee Obligations"), or
  give any party with rights thereunder the right to terminate,
  accelerate, modify or otherwise change the rights or obligations of
  Licensee under any of the Licensee Obligations or (iv) violate any
  judgment, order, writ, injunction, decree, law, statute, rule or
  regulation applicable to Licensee or any of its assets or
  properties.  This Agreement and all related agreements constitute
  the valid and binding obligation of Licensee enforceable against
  Licensee in accordance with its terms. 
  
       6.3  Representations and Covenants of Company.  Company makes
  the following warranties and covenants to Licensee, all of which
  shall survive the execution of this Agreement:
  
            (a)  Company is duly organized to do business in the
  State of Illinois and is validly existing and in good standing
  under the laws of the State of Illinois; and
  
            (b)  Company has all necessary power and authority to
  enter into, to perform, the obligations to be performed by it under
  and to consummate the transactions and other acts contemplated by
  this Agreement and any related agreements.  The execution, delivery
  and performance of this Agreement and any related agreements have
  been duly authorized by all necessary action of Company.  The
  execution and delivery of this Agreement and related agreements,
  the consummation of the transactions contemplated hereby and
  compliance with and fulfillment of the terms and provisions hereof
  will not (i) conflict with or result in a breach of the terms,
  conditions or provisions or, or constitute a default under any
  agreement, mortgage, judgment, order, aware, decree or other
  restriction to which Company is a party or by which any of its
  properties is bound, (ii) require any affirmative approval,
  consents, authorization or other order or action of any court,
  governmental authority or regulatory body or of any creditor,
  except such as have been obtained, (iii) conflict with or result in
  a breach of the terms, conditions or provisions or, or constitute
  a default under, any contract, indenture, trust agreement, trust
  instrument, note, bond, mortgage, agreement or other instrument or
  obligation to which Company is a party or by which it or any of its
  properties or assets may be bound (collectively, "Company
  Obligations"), or give any party with rights thereunder the right
  to terminate, accelerate, modify or otherwise change the rights or
  obligations under any of the Company Obligations, or (iv) violate
  any judgment, order, writ, injunction, decree, law, statute, rule
  or regulation applicable to any of their assets or properties. 
  This Agreement and all related agreements constitute valid and
  binding obligations enforceable against Company in accordance with
  its terms. 
  
       6.4  Set-off.  As a material inducement for Licensee to enter
  into this Agreement, Licensee shall have the right to offset, upon
  thirty (30) days prior written notice to Company, of any bona fide
  claim against Shiara existing after six (6) months from the
  Effective Date relating to previously authorized allowances by
  Shiara and chargebacks, returns of merchandise or co-op balances
  from Customers of Shiara for the period prior to the Effective Date
  which have not previously been set-off by Licensee against Assignee
  or Bank under the Purchase Agreement.
  
  ARTICLE 7
  GENERAL
  
       7.1  No Agency or Partnership. The parties agree that this
  Agreement does not constitute Licensee as the agent, legal
  representative, partner or joint venturer of Company for any
  purpose whatsoever. Licensee has no right to create any obligation
  or responsibility, express or implied, on behalf of or in the name
  of Company, or to bind Company in any manner or concerning any
  matter.
  
       7.2  Notices. All notices which concern this Agreement shall
  be given in writing, as follows: (i) by actual delivery of the
  notice into the hands of the party entitled to receive it or by
  facsimile to such party, in which case the notice shall be deemed
  given on the date it is sent; (ii) by Federal Express or any other
  
  <PAGE>
  
  overnight carrier, in which case the notice shall be deemed given
  on the day following the date it is deposited with such carrier; or
  (iii) by mailing such notice by registered or certified mail,
  return receipt requested, in which case the notice shall be deemed
  given four days following the date it is deposited in the mail. All
  notices provided under this Agreement shall be to the last known
  address of the party entitled to receive it. Any party to this
  Agreement may change its address for notice purposes, by providing
  written notice of the change of address to each of the other
  parties. All notices under this Agreement shall be addressed as set
  forth on attached and incorporated Exhibit "C".
  
       7.3  Applicable Law. The laws of the State of Illinois (other
  than those which pertain to conflicts of law) shall govern the
  interpretation of this Agreement, irrespective of the fact that the
  one of the parties now is or may become a resident of a different
  state. The parties shall submit all disputes which arise under this
  Agreement to state or federal courts located in the City of
  Chicago, Illinois for resolution. The parties acknowledge that the
  aforesaid courts shall have exclusive jurisdiction over this
  Agreement, and specifically waive any claims they may have which
  involve jurisdiction or venue, including but not limited to forum
  non conveniens. Service of process for any claim which arises under
  this Agreement shall be valid if made in accordance with the notice
  provisions set forth in Section 7.2 above. If service of process is
  made as aforesaid, the party served agrees that such service shall
  constitute valid service, and specifically waives any objections
  the party served may have under any state or federal law or rule
  concerning service of process. Service of process in accordance
  with this Section shall be in addition to and not to the exclusion
  of any other service of process method legally available.
  
       7.4  Assignment. Licensee shall have the right to assign this
  Agreement to any entity upon notice to Company of said assignment
  and assignee's acceptance of this Agreement.  The assignee, by
  acceptance of the assignment, agrees to be bound by all the terms,
  conditions and obligations of this Agreement. 
  
       7.5  Binding Effect. This Agreement shall be binding upon and
  inure to the benefit of Company and Licensee as well as their
  respective successors and assigns, to the extent permitted.
  
       7.6  Complete Understanding. This Agreement constitutes the
  complete understanding between the parties. No alteration or
  modification of any of this Agreement's provisions shall be valid
  unless made in a written instrument which both parties sign. This
  Agreement supersedes any prior understandings, written agreements,
  or oral arrangements between the parties respecting the subject
  matter which this Agreement addresses. The terms of this Agreement
  shall govern if there is any conflict between this Agreement and: 
  (i) any purchase order of Licensee; and (ii)  any other written
  instrument which concerns or affects the subject matter of this
  Agreement.
  
       7.7  Waiver; Discharge.  This Agreement may not be released,
  discharged, abandoned, changed or modified in any manner, except by
  an instrument in writing, signed on behalf of each of the parties
  hereto by their duly authorized representatives.  The failure of
  any party hereto to enforce at any time any of the provisions of
  this Agreement shall in no way be construed to be a waiver of any
  such provision or to affect the validity of this Agreement or any
  part thereof or the right of any party thereafter to enforce each
  and every such provision.  No waiver of any breach of this
  Agreement shall be held to be a waiver of any other or subsequent
  breach.  Neither Company nor Licensee shall be relieved of any
  liability which may arise from any breach of warranty, covenant,
  representation or agreement contained in this Agreement as a result
  of any investigation by the other party or its representatives. 
  
       7.8  Insurance.  Licensee shall, during the Term and for a two
  (2) year period thereafter, maintain Company as an additional
  insured under its "claims made" Product Liability Insurance Policy.
  
  
       7.9  Expenses.  Each party hereto shall pay its own expenses
  incident to this Agreement and the preparations to consummate the
  transactions provided for herein. 
  
       
  <PAGE>
  
       7.10 Execution in Counterparts.  This Agreement may be
  executed in one or more counterparts, each of which shall be deemed
  to be an original, but all of which shall constitute one and the
  same Agreement.
  
       7.11 Titles and Headings.  Titles and headings to Articles
  herein are inserted for convenience of reference only and are not
  intended to be as part of or to affect the meaning or
  interpretation of this Agreement. 
  
       7.12 No Brokers.  All parties hereto represent and warrant
  that all negotiations relative to this Agreement and the
  transactions contemplated hereby have been brought about without
  the intervention of any other person or firm in such manner as to
  give rise to any valid claim against any of the parties hereto for
  a brokerage commission, finder's fee or other like payment to any
  person or entity.
  
       7.13 Prevailing Party.  In the event of any litigation, the
  prevailing party shall receive counsel fees and costs.
  
       7.14 Severability. If a court of competent jurisdiction rules
  that any one or more of this Agreement's provisions are invalid,
  illegal or unenforceable in any respect, such invalidity,
  illegality or unenforceability shall not affect any of this
  Agreement's other provisions, and this Agreement shall be construed
  as if it had never contained such invalid, illegal or unenforceable
  provision.
  
       7.15 Incorporation of Recitals and Exhibits. The Recitals and
  Exhibits to this Agreement are fully incorporated into and
  constitute a part of the substantive provisions of this Agreement.
  
  
  LICENSEE:                            COMPANY:
  CCA INDUSTRIES, INC. a Delaware      SHIARA HOLDINGS, INC.,an Illinois
  corporation                          corporation
  
  
  By:                                  By:  
  
  Its:                                 Its: 
  
  
  <PAGE>
  
  
  EXHIBIT "A-1"
  
  COMMERCIAL MARKS/PRODUCTS
  
  
  Cherry Vanilla
  
  Mandarin Vanilla
  
  Cloud Dance
  
  
  <PAGE>
       
  EXHIBIT "B"
  
  TERRITORY
  
  
  Worldwide, subject to rights under Commercial Marks
  
  
  <PAGE>
  
  EXHIBIT "C"
  
  
  NOTICES
  
  
  
       1.   All notices which concern this Agreement shall be
  addressed as follows:
  
  
            If to Licensee:                    If to Company:
  
            CCA Industries, Inc.               Shiara Holdings, Inc.
            200 Murray Hill Parkway            61 East Elm Street
            East Rutherford, N.J. 07073        Chicago, Illinois 60611     
            Attn.: Mr. David Edell             Attn.:  Mr. Barry Shipp
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
       March 18, 1998
  
  
  
  Mr. Alexander Knopfler                       Marc Fenton, Esq.
  Renaissance Financial Restructuring, Inc.    Bank One Illinois,N.A.
  10 South Wacker Drive                        Legal Department
  35th Floor                                   208 South LaSalle Street, Suite 10
  Chicago, Illinois  60606                     Chicago, Illinois  60604
  Telecopy:  312-715-4158                      Telecopy:  312-357-1051
  
  RE:  Shiara, Inc., Assignment for the Benefit of Creditors to
  Alexander Knopfler/ 9-504 Sale of Collateral
  
  Dear Mr. Knopfler and Mr. Fenton:
  
  Please be advised that CCA Industries, Inc., 200 Murray Hill
  Parkway, East Rutherford, New Jersey 07073 ("Bidder") hereby
  submits this Offer of Purchase to Alexander Knopfler, not
  individually, but in your capacity as president of Renaissance
  Financial Restructuring, Inc., Assignee ("Assignee") for the
  Benefit of Creditors of Shiara, Inc. (the "Company"), and to Bank
  One, Illinois, N.A. (the "Bank") , secured creditor with a first
  priority security interest in and lien against the Assets
  (hereinafter defined), and offeror pursuant to 810 ILCS 5/9-504
  ("9-504").  The Company has developed a group of fragrance
  products (the "Products") which are currently being sold under the
  trademarks and other intellectual property owned by Shiara
  Holdings, Inc. ("Holdings").
  
  Bidder hereby offers to purchase the assets identified in Schedule
  1 hereto (collectively, the "Assets"), for the consideration set
  forth in Paragraph 4 hereto, and on the other terms and conditions
  set forth herein, provided that each of the following terms and
  conditions are met.  Bidder shall assume absolutely no liabilities
  of Assignee or the Company (accrued, liquidated, contingent or
  otherwise).
  
  1.   Acceptance.  Subject to the public sale of the Assets pursuant
  to 9-504 (the "Auction"), you shall accept this offer by signing
  the enclosed duplicate original hereof and returning it to the
  undersigned on or before 5:00 p.m., Chicago time on March 19, 1998.
  
  2.   Return of Bid Sale.  Mr. Knopfler  shall conduct the Auction
  of the Assets through a return of bid sale of the Assets based upon
  the terms of this offer to purchase, as prescribed herein on or
  before March 31, 1998, and the proceedings of the Auction shall be
  recorded and transcribed by a certified court reporter.
  
  
  3.   The Notice.  The advertisements or other form of notice
  
  <PAGE>
  
  pertaining to the Auction of the Assets shall, among other things:
  
  (a)  be sent to all creditors of the Company, applicable municipal,
  state and federal authorities and other parties in interest as are
  disclosed to Assignee by the Company;
  
  (b)  be published, on at least two separate dates, in the Sunday
  Edition of the Chicago Tribune, in each case in such sections as
  one would normally place similar types of sale publications;
  
  (c)  include, among other items, provisions specifying that:
  
  (i)  the Auction of the Assets will occur at a date, time and place
  certain, consistent with the terms hereof but in no event later
  than the close of business on March 31, 1998;
  
  (ii) the Assets to be sold shall be conveyed, pursuant to 9-504,
  free and clear of all known and publicly recorded claims, liens,
  security interests and encumbrances encumbering such Assets
  ("Liens"), including the Liens of the Bank, with all Liens
  attaching to the proceeds of sale;
  
  (iii)     the Assets are being sold "as is" and "where is" with no
  representations or warranties of any type or kind, except as to
  delivery of all right, title and interest of the Assignee and the
  Bank;
  
  (iv) You have received this Offer to Purchase the Assets from
  Bidder and that for an offer other than Bidder's initial offer to
  be accepted, it must x) otherwise contain substantially identical
  terms and conditions as this Offer to Purchase (other than the
  conditions regarding the shareholder agreements and the License
  Agreement with Shiara Holdings, Inc. described immediately below);
  and y) exceed the Consideration (as hereinafter defined) by at
  least $140,000 (the "Higher Bid");
  
  (v)  Bidder has requested that Joseph Aramanda and Barry Shipp,
  respectively the President and Chairman of the Board of the Company
  
  <PAGE>
  
  (jointly, the "Principals") enter into shareholder agreements with
  Bidder, conditioned upon Bidder being the successful purchaser of
  the Assets;
  
  (vi) Bidder has requested that Shiara Holdings, Inc. enter into a
  License Agreement with Bidder (the "License Agreement"),
  conditioned upon Bidder being the successful purchaser of the
  Assets; and 
  
  (vii)     Such other information as is usual and customary in such
  notices of public sales so as to ensure a commercially reasonable
  sale.
  
  4.1  Consideration. As the consideration for the purchase of the
  usable Inventory portion of the Assets (the "Consideration"), and
  subject to paragraph 5 hereof, Bidder shall pay one million four
  hundred thousand dollars ($1.4 million) as reflected in Schedule 1
  hereto, and subject to adjustment based upon a physical count.  The
  Consideration shall be paid in six (6) equal monthly installments,
  commencing on the Closing Date.  As collateral for Bidder's
  obligation to pay the Consideration, Bidder shall post a letter of
  credit in favor of the Bank in the amount of the unpaid
  installments.  Such letter of credit shall be reduced periodically
  by the amount of each installment of Consideration paid.  In
  addition, Bidder shall pay to you Contingent Additional
  Consideration in an amount equal to 5% of the Net Factory Sales on
  the Products which are sold in connection with the Customer Marks
  as such terms are defined in the License Agreement.  Such
  Contingent Additional Consideration shall be consideration for the
  purchase of the Company's goodwill, customer lists and "know how". 
  Payment of the Contingent Additional Consideration shall be made as
  and when are due the Royalties as provided in  2.3 of the License
  Agreement.  To the extent that payments are made for the Contingent
  Additional Consideration, as herein provided, such amounts shall be
  credited, on a dollar-for-dollar basis, toward Royalties due under
  the License Agreement.
  
  4.2  Set-Off.  For a period ending six (6) months after the Closing
  Date, Bidder shall have the right to offset against the Contingent
  Additional Consideration, upon thirty (30) days prior written
  notice to the Bank and the Assignee, any bona fide claim relating
  to previously authorized allowances and chargebacks, returns of
  merchandise or co-op balances from customers of the Company.
  
  5.   Taxes and Removal Costs. Bidder shall not be liable for any
  sales or other taxes incurred or due and owing to any state,
  municipal, county or federal entity in connection with, or as a
  
  <PAGE>
  
  result of, the sale of the Assets.  If it is successful in its
  acquisition of the Assets, Bidder shall bear the costs of storage
  or removal of the Assets purchased hereunder from the Company's
  facility, provided, however, that Assignee shall provide Bidder
  access (which shall include access on weekend days) to the
  Company's facilities as reasonably necessary to allow Bidder to
  carry out the removal and loading of the Assets onto Bidder
  vehicles to effect the transfer of the Assets to Bidder. Bidder
  shall be fully responsible, and hereby agrees to indemnify Assignee
  and/or the Bank, for all costs incurred in operating the Company's
  business and storing the Assets from and after the Closing Date and
  for any and all losses and damages incurred by Assignee and claims
  made against Assignee and/or the Bank as a result of Bidder's
  operation of the Company's business or removal of the Assets.
  
  6.   Acceptance of Other Bids.  By accepting this Offer to
  Purchase, Assignee and Bank agree that they will not accept any
  other offer for the Assets unless  such offer contains
  substantially identical terms and conditions as this Offer to
  Purchase (and identical terms with respect to the Assets being
  purchased, and methods of calculation and determination of the
  Consideration, other than with respect to the Deposit (as
  hereinafter defined) and the Contingent Additional Consideration. 
  Notwithstanding the foregoing, Assignee agrees that the receipt of
  any other offer with respect to the Assets shall not prejudice the
  ability of Bidder to make further offers with respect to the
  Assets. 
  
  7.   Earnest Money.  Upon acceptance of this Offer to Purchase
  pursuant to paragraph 1 above, Bidder will tender a non-refundable
  earnest money deposit (the "Deposit") to the Assignee in the sum of
  seventy five thousand dollars ($75,000.00).  The deposit will be
  held and used by the Assignee (subject to the secured claim of the
  Bank) to pay operating expenses from the date of acceptance of this
  Offer to Purchase through the Closing Date.  Notwithstanding
  anything herein to the contrary, a) in the event that Bidder is the
  successful purchaser, any portion of the Deposit which is not used
  by the Assignee for operating expenses through the Closing Date
  will be credited against the Consideration; and b) in the event a
  Higher Bid is received, and a sale to the bidder making such Higher
  Bid is consummated, the Deposit shall be returned to Bidder.  
  
  8.   Bankruptcy.  Bidder acknowledges and agrees that if a petition
  in bankruptcy is filed by or against the Company prior to the
  Auction or Closing Date, as the case may be, the Assignee shall
  
  <PAGE>
  
  seek, if Bidder requests, bankruptcy court approval to sell the
  Assets to Bidder pursuant to 11 U.S.C. 363.  Provided that
  Assignee takes such action, Assignee shall not be liable to Bidder
  for any delay or extension of the Auction or Closing Date.
  
  9.   Agreements Between the Date of Acceptance and Closing. 
  Assignee agrees that, between the date of the acceptance of this
  offer pursuant to paragraph 1 above and the Closing Date:
  
  (a)  Assignee shall give to Bidder's employees, and representatives
  reasonable access during normal business hours to all of the
  properties, books, contracts, documents, records and personnel of 
  Assignee and the Company relating to the Assets, and shall furnish
  to Bidder such information as Bidder may at any time and from time
  to time reasonably request related to the Assets.
  
  (b)  Subject to paragraph 5 hereof, Assignee shall use his best
  efforts to preserve the Company's business and the goodwill of its
  customers, suppliers and others having business relations with the
  Company from and after the date of this offer to purchase, to the
  Auction date. 
  
  10.  Conditions to Closing.  In the event Bidder is the successful
  bidder at the Auction then: 
  
  (a)  Assignee shall deliver to Bidder, at the Closing, the
  following items:
  
  (i)  physical possession of the Assets at the Company's facilities;
  
  (ii) a quitclaim bill of sale and assignment, executed by the Bank
  and consented to by the Assignee, in favor of Bidder, transferring
  all of the Bank's right, title and interest in and to the Assets
  "as is, where is" to Bidder;
  
  (iii)     original Uniform Commercial Code Termination Statements
  executed by the Bank and such other documents that may be necessary
  to deliver title to the Assets to Bidder, free and clear of all
  Liens;
  
  (iv) evidence of the prior assignment of all of the Company's
  assets from the Company to Assignee;
  
  <PAGE>
  
  (v)  to the extent he has been provided information by the Company: 
  A) a list of customer accounts who have purchased the Products or
  who have pending orders ("Accounts"); B) a schedule of all
  outstanding cooperative advertising commitments, credits and/or
  allowances with respect to the Products; C) a list of all supplies
  utilized in the manufacture of the Products and all component
  sources; D) copies of any and all contractual arrangements with
  suppliers for the formulation of the Products and copies of all
  open purchase orders for the manufacture of the Products; and E) a
  list of entities from whom the Company has solicited the sale of
  the Products.
  
  (b)  Bidder shall, at the Closing, deliver cash or certified funds
  or a bank wire transfer to an account designated by the Bank and
  Assignee in the amount of the Consideration, pursuant to paragraph
  4 hereof.
  
  11.  Post Closing Agreements. In the event Bidder is the successful
  bidder for the Assets, the parties shall execute such further
  documents, and perform such further acts, as may be reasonably
  necessary to transfer and convey the Assets to Bidder, on the terms
  herein contained, and to otherwise reasonably comply with the terms
  of this Agreement and consummate the transaction contemplated
  hereby.
  
  12.  Time and Place of Closing.  The transaction contemplated by
  this offer to purchase shall be consummated (the "Closing") no
  later than March 31, 1998 at 6:00 p.m. (Central Standard Time) at
  the offices of Altheimer & Gray, 10 South Wacker Drive, Suite 4000,
  Chicago, Illinois.  The date on which the Closing occurs is
  referred to in this offer to purchase as the "Closing Date".
  
  13.  Representations and Warranties of Bidder.  Bidder makes the
  following warranties and covenants to you, all of which shall
  survive the termination of the Agreement:
  
  (a)  Organization and Good Standing.  Bidder is a corporation duly
  incorporated, validly existing and in good standing under the laws
  of the State of Delaware.
  
  (b)  Corporate Authority.  Bidder has all necessary corporate power
  
  <PAGE>
  
  and authority to enter into to perform the obligations to be
  performed by it under and to consummate the transactions and other
  acts contemplated by this Offer to Purchase and any related
  agreements.  The execution, delivery and performance by Bidder of
  this Offer to Purchase and any related agreements have been duly
  authorized by all necessary corporate action of Bidder.  The
  execution and delivery of this Offer to Purchase and related
  agreements, the consummation of the transactions contemplated
  hereby and compliance with and fulfillment of the terms and
  provisions hereof by Bidder will not (a) conflict with or result in
  a breach of the terms, conditions or provisions of, or constitute
  a default under, the certificate of incorporation or by-laws of
  Bidder, or any agreement, mortgage, judgment, order, award, decree
  or other restriction to which Bidder is a party or by which any of
  its properties is bound; (b) require any affirmative approval,
  consent, authorization or other order or action of any court,
  governmental authority or regulatory body or of any creditor of
  Bidder except such as have been obtained; (c) conflict with or
  result in a breach of the terms, conditions or provisions of, or
  constitute a default under, any contract, indenture, trust
  agreement, trust instrument, note, bond, mortgage, agreement or
  other instrument or obligation to which Bidder is a party or by
  which it or any of its properties or assets may be bound
  (collectively, "Bidder Obligations"), or give any party with rights
  thereunder the right to terminate, accelerate, modify or otherwise
  change the rights or obligations of Bidder under  any of the Bidder
  Obligations; or (d) violate any judgment, order, writ, injunction,
  decree, law, statute, rule or regulation applicable to Bidder or
  any of its assets or properties.  This Offer to Purchase and all
  related agreements constitute the valid and binding obligation of
  Bidder enforceable against Bidder in accordance with its terms.
  
  14.  Indemnification.  Bidder shall indemnify and hold the Bank and
  Assignee harmless from and against any and all claims, actions,
  suits and proceedings (including costs and expenses and reasonable
  attorneys' fees) for which they may be liable or incur or be
  compelled to pay by reason of  the breach of any representation or
  warranty of Bidder contained in this Offer to Purchase or any
  related agreement.
  
  15.  Prohibitive Injunction or Law.  Neither party shall be
  
  <PAGE>
  
  obligated to consummate this Offer to Purchase for the duration of
  any prohibitive injunction or if prohibited by law. 
  
  16.  Miscellaneous. This Offer to Purchase may be signed in
  counterparts. The word "including," shall mean, "including, without
  limitation." Reference to "the Company" or "Assignee" shall be
  deemed to refer to the Company and Assignee, except where the
  context would otherwise require.
  
  17.  Complete Agreement.  This Offer to Purchase, including the
  schedules and exhibits attached hereto and the documents referred
  to herein, shall constitute the entire agreement among the parties
  hereto with respect to the subject matter hereof and shall
  supersede all previous negotiations, commitments and writings with
  respect to such subject matter.
  
  18.  Survival of Representations and Warranties.  All
  representations and warranties contained in this Offer to Purchase
  shall survive the termination and the consummation of the
  transactions called for by this Offer to Purchase.
  
  19.  Waiver; Discharge.  This Offer to Purchase may not be
  released, discharged, abandoned, changed or modified in any manner,
  except by an instrument in writing, signed on behalf of each of the
  parties hereto by their duly authorized representatives.  The
  failure of any party hereto to enforce at any time any of the
  provisions of this Offer to Purchase shall in no way be construed
  to be a waiver of any such provision or to affect the validity of
  this Offer to Purchase or any part thereof or the right of any
  party thereafter to enforce each and every such provision.  No
  waiver of any breach of this Offer to Purchase shall be held to be
  a waiver of any other or subsequent breach.
  
  
  If you have any questions, please do not hesitate to contact the
  undersigned.
  
  Very truly yours,
  
  CCA Industries, Inc.
  
  
  By:  
      Its:     
  
  
  
  <PAGE>
  <PAGE>
  
  Accepted this _______ day
  of March, 1998.
  
  
  By                                 
  Alexander Knopfler, President of
  Renaissance Financial Restructuring, Inc.,
  Assignee for the Benefit of Creditors
  of Shiara, Inc.
  
  
  By                                 
  Marc I. Fenton
  Counsel for Bank One, Illinois, N.A.
  
  
  <PAGE>
  
       Schedule 1
       The Assets
  
  The Assets shall consist of all usable inventory, including raw
  materials, work in process, inventory in transit to the Company or
  Assignee, private labeled goods, finished goods and supplies
  (collectively, the "Inventory"), as further described herein and
  goodwill, customer lists and know-how. Title to all Inventory
  voluntarily left at the premises more than two (2) business days
  after the Closing Date shall revert to the Bank which will then
  have the right to dispose of or sell same.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 75012}]
metadata_filer: {"company-data": {"conformed-name": "CCA INDUSTRIES INC", "cik": "0000721447", "assigned-sic": "2844", "irs-number": "042795439", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12723", "film-number": "98595458"}, "business-address": {"street1": "200 MURRAY HILL PKWY", "city": "EAST RUTHERFORD", "state": "NJ", "zip": "07073", "phone": "2013301400"}, "mail-address": {"street1": "200 MURRAY HILL PKWY", "street2": "200 MURRAY HILL PKWY", "city": "EAST RUTHERFORD", "state": "NJ", "zip": "07073"}, "former-company": {"former-conformed-name": "CATHETER CORP OF AMERICA", "date-changed": "19850228"}}
text: 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):     April 15,
  1998
  
  (Exact name of registrant as specified in its charter):    CCA
  Industries, Inc.
  
  (State of other jurisdiction       (Commission         (IRS
  Employer
       or incorporation)               File Number) Identification
  No.)
  
            Delaware               2-85538-B           04-2795439
  
  Item 2.        Acquisition or Disposition of Assets.   The
  registrant has acquired all of the right, title and interest in the
  usable inventory, raw material, work in process, supplies, plates,
  dies, molds, printing film (collectively "the inventory") from Bank
  One Illinois N.A. pursuant to section 9-504 of the Uniform
  Commercial Code of Illinois for $1,141,711.24.   The aforesaid
  inventory was previously owned by Shiara Inc.    A copy of the
  Assignment for the Benefit of Creditors Sale of Collateral is
  annexed hereto as Exhibit A.
  
  The registrant entered into a License Agreement with Shiara
  Holdings Inc., an Illinois corporation in connection with the
  license to distribute the following trademark products:  Cherry
  Vanilla,  Mandarin Vanilla, Vision,  Sunset Cafe and Amber Musk. 
  A copy of the aforesaid License Agreement is annexed hereto as
  Exhibit B.  
  
  Registrant entered into a Shareholders Agreement with Barry Shipp,
  Joseph Armandara and Joseph Toronto with regard to the operation of
  the new subsidiary to be formed to market and distribute the above
  fragrances.   The registrant will retain an 80% interest in the new
  corporation (Fragrance Corporation of America, Ltd.).   A copy of
  the aforesaid Shareholders Agreement is annexed hereto as Exhibit
  C.
  
  Item 7.   Financial Statements and Exhibits:
  
  EXHIBIT A   -    ASSIGNMENT FOR THE BENEFIT OF CREDITORS SALE OF
  COLLATERAL     
  EXHIBIT B   -    LICENSE AGREEMENT
  EXHIBIT C   -    SHAREHOLDERS AGREEMENT
       
       Pursuant to the requirements of the Securities Exchange Act of
  1934, the registrant has duly caused this report to be signed on
  its behalf by the undersigned hereunto duly authorized.
  
  DATE:         4/14/98                   CCA Industries, Inc.      
                                      .
                                (Registrant)
  
                                Ira W. Berman
                                Chairman, Board of Directors
                                
  IWB/ev
  SHAREHOLDERS AGREEMENT
  
       Agreement made this ___ day of March 1998 by and between CCA
  Industries, Inc., hereinafter referred to as "CCA" and Barry Shipp,
  Joseph A. Aramanda and Joseph Toronto, hereinafter referred to as
  "Shareholders".
  
       WHEREAS,  CCA and the Stockholders desire to promote their
  mutual interests in the newly incorporated Fragrance Corporation of
  America, hereinafter referred to as the "Corporation",  which
  corporation was duly incorporated in the State of New Jersey on
  March ___, 1998;  and
       
       WHEREAS, it is intended that CCA and each of the Shareholders
  shall own the following shares of the Corporation's authorized
  1,000 shares of common stock par value $ .01 per share as follows:
  
  CCA            80%  (800 shares) of the issued stock
  Aramanda       10%  (100 shares)
  Shipp            9%  (  90 shares)
  Toronto          1%  (  10 shares)  and,
  
       WHEREAS, to promote the mutual interest of parties hereto and
  in the interest of the Corporation, the parties desire to impose
  certain terms, conditions, restrictions and obligations in
  connection with the interests of the Corporation and the parties
  hereto, now, therefore,
  
            IT IS AGREED AS FOLLOWS:
  
  FIRST:    Each of the parties hereto agree to purchase their shares
  for $1.00 per share.
  
            BOARD OF DIRECTORS
  
  SECOND:   The Corporation shall have five (5) directors,  three to
  be appointed by CCA,  two to be appointed by the Shareholders.  A
  majority vote of directors shall constitute the final decision of
  the Board of Directors.   CCA and the Shareholders shall vote all
  shares owned by them toward the election of 
  
  David Edell, Ira W. Berman, Drew Edell, Barry Shipp, and Joseph A.
  Aramanda as directors.   Each shall be elected and serve so long as
  CCA is a Shareholder and so long as Barry Shipp or Joseph A.
  Aramanda are Shareholders respectively.
  
       OFFICERS
  
  THIRD:    The Officers of the Corporation shall serve one (1) year
  terms.  At the annual meeting of shareholders the appointed Board
  Of Directors shall appoint officers for the next year.
  The Board of Directors will appoint Joseph A. Aramanda -
  President,     
  Barry Shipp - Vice President, David Edell - Treasurer, Ira W.
  Berman - Secretary for the initial year of operations.
  
            EMPLOYMENT
  
  FOURTH:   A)   Shipp, Aramanda, and Joseph Toronto, hereinafter
  referred to as
  "Shareholders" and/or "Employees", shall be employed by the
  Corporation at an annual compensation as follows:
  
  Shipp               $ 180,000.00
  Aramanda       $ 220,000.00
  Toronto        $ 104,000.00
  
       B)   The Employees shall have the responsibility of managing
  the
  Corporations affairs subject to the approval and direction of the
  Board of Directors.
  
       C)   The Employees agree to work exclusively for the
  Corporation in their
  designated capacities.   They will not have any financial interest
  in any other entity engaged in the business of the sale of
  fragrances or any other product that the Corporation may be engaged
  in marketing.
  
       D)   The terms of employment shall be for a three (3) year
  period,
  commencing on _________ 1998 subject to the right of the Board of
  Directors to review as hereinafter specifically provided.
  
  During the period of employment thereunder, the Stockholder
  (Employee) shall devote such time as required by the Corporation to
  the best efforts the business and affairs of the Corporation, 
  allowing a reasonable time for vacations, and shall serve in such
  capacity as shall be from time to time designated by the Board of
  Directors.
  
  E)  Should a Shareholder relinquish his shares in the Corporation
  his employment may be terminated by the Board of Directors, and the
  negative covenants hereafter provided shall become applicable.   
  
            F)   SPECIAL RIGHTS OF BOARD OF DIRECTORS
  
  The Board of Directors shall have the right to call a special
  meeting of the Board to review the financial condition of the
  Company in the event that CCA in its sole discretion exercising its
  rights as the owner of 80% of the outstanding common stock of the
  Company is concerned about substantial losses in the Corporation's
  operations.   At the meeting, the Board shall have the additional
  power to terminate the employment of any of the Corporation's
  officers.   In such event,  the Corporation will not be liable for
  the remainder of the compensation due to the employee,  and the
  employee will be
  released from the restrictions contained in Article Fifth (5)(D). 
   Substantial losses shall be defined as any loss for any quarter in
  excess of $200,000.00 or $350,000.00 cumulative for any two (2)
  successive quarters (utilizing general accepted accounting
  practices applied substantially consistent with those practices
  adopted by CCA in its own financial reporting to the S.E.C.
  
                 This special provision will become effective for all
  quarterly reports 
  commencing with the quarter ending March 31, 1999.
  
  Any time the Board of Directors shall have the right to terminate
  any employment for "just cause".
  
  G)   JUST CAUSE
  
  "Just cause" shall mean (a) the willful failure by the Shareholder
  to perform such duties as may be assigned to the Shareholder by the
  Managing Director, the Directors, or any officer of the Corporation
  who is responsible for assigning duties to the Shareholder,  (b)
  gross misconduct injurious to the Corporation, (c) engaging in any
  activity competitive with the business of the Corporation, or (d)
  the Disability of the Shareholder by reason of health that prevents
  the Shareholder from performing his/her duties on a full time basis
  for one hundred twenty (120) consecutive calendar days.
  
            
            NEGATIVE COVENANTS AND CONFIDENTIAL INFORMATION
  
  FIFTH:    A)   The Employees agree that should they leave the
  employ of the
   Company prior to the end of the term of their employment as
  provided above, they will not become associated in any way with any
  entity that is engaged in a business similar to the Corporation for
  a period of one (1) year.
  
  B)  This restriction shall apply if the Employee is discharged for
  cause as above provided, or if CCA exercises its right to purchase
  his shares as hereinafter provided
  
  C)  Should the Employee request the Corporation to purchase his
  shares, as hereinafter provided and a sale is consummated, the one
  (1) year restriction provided above shall be applicable.
  
  D)  If for any reason the Employee shall leave the employ of the
  Corporation, Employee agrees that he will not disclose any of the
  marketing plans of the Corporation, new product development or
  other confidential information.  
  
  E)  Employee further agrees that all documents, materials,
  projects, products or plans that he worked on during his term of
  employment will be returned to the Corporation, and be deemed the
  proprietary
  product of the Corporation.  All of the aforesaid shall remain
  confidential unless and to the extent that (i) it is currently
  being utilized by a competitor of the Corporation, (ii) becomes
  publicly available, and (iii) is subsequently given to a third
  party by the Corporation.
  
            OBLIGATIONS OF CCA
  
  SIXTH:    A)   CCA shall be responsible for the financing of the
  Corporation's
  activities as the Company may require.   It agrees to use its best
  efforts to provide the funds for the Company's operations at prime
  rate of interest as per the proposed budget prepared by management
  and approved by the Corporation's Board of Directors.  The Board of
  Directors will be presented with a budget containing cash flow
  projections and requirements at least forty-five (45) days before
  each quarter.  Although the directors David Edell,  Ira W. Berman
  and Drew Edell may be deemed to have a conflict of interest, the
  Shareholder's agree that their conflicting interests, as they may
  appear are hereby waived, and however they vote as a director of
  the Corporation they will held harmless personally and CCA shall
  not be held responsible for any decision nor be held accountable
  for any decision which may be made by the Board of Directors of the
  Corporation.
  
  B)  CCA agrees that so long as Aramanda and Shipp are shareholders
  of the Corporation,  that any purchase of a fragrance company, or
  acquisition of a fragrance brand will be assigned to the
  Corporation for its marketing and sale.  The Corporation shall have
  the obligation to compensate CCA for its cost of acquisition.
  
            RESTRICTION ON TRANSFER OF SHARES
  
  SEVENTH:  The Shareholders shall not transfer their shares without
  permission of the Board of Directors, for three (3) years from the
  date of this Agreement.  The stock certificates shall bear a
  restrictive legend restricting the transfer - other then by
  operation of law in the event of the death of the Shareholder, in
  which case his interest shall pass to his legal representative. Any
  assignee of a Shareholder's interest shall agree to be bound by the
  terms and conditions of this Agreement.
  
       
            MUTUAL PUTS AND CALLS
  
  EIGHTH    A)   SHAREHOLDER PUT TO CCA
  
       At the end of the third fiscal year of the Corporation and
  each fiscal year thereafter, if the net sales of the Corporation
  shall be not less than $8,000,000.00 for the fiscal year just
  ended, any and all of the
  Shareholders shall have the  right to offer his shares for purchase
  to CCA at the price as provided in the Certificate of Agreed Value,
  annexed hereto.   The purchase price shall be paid in 1/2 upon
  confirmation of value set forth in the Certificate of Agreed Value,
  and the balance six (6) months thereafter.
  
            B)   CCA RIGHT TO PURCHASE
  
       At any time after the third (3) fiscal year of the
  Corporation, CCA shall have the right to purchase all or any part
  of the shares of the Shareholders at the price provided in the
  Certificate of Agreed Value.  Payment shall be made simultaneously
  with the confirmation of value as set forth in the certificate.
  
  C)  The option to cause shares to be purchased under this section
  shall
  be exercised by the delivery of a written notice by registered or
  certified mail to the parties as the case may be, at the address
  set forth in this Agreement, setting forth the desire to either
  sell or purchase the shares as the case may be.
  
  NINTH:    The fiscal year of the Corporation for the purposes of
  determining the information to be applied in computing the values
  provided in the Certificate of Agreed Value shall  end on March
  31st.
  
  TENTH:    This Agreement contains the entire agreement of the
  parties.  It may not be changed orally, but only by an agreement in
  writing signed by the party against whom enforcement of any waiver,
  or change. Modification, extension or discharge is sought.
  
  ELEVENTH: The waiver by any party hereto shall not operate or be
  construed as a waiver of any subsequent breach.
  
  TWELFTH:  APPLICABLE LAW
  
       The laws of the State of New Jersey (other then those which
  pertain to conflicts of law) shall govern the interpretation of
  this Agreement, irrespective of the fact that any of the parties
  now is, or may become a resident of a different state.   The
  parties shall submit all disputes which arise under this Agreement
  to state or federal courts in the city of Newark, New Jersey for
  resolution.   The parties acknowledge that the aforesaid courts 
  shall have exclusive jurisdiction or venue, including but not
  limited to forum non conveniens.    Service of process for any
  claim which arise under this Agreement shall be valid if made in
  accordance with the notice provisions set forth in Section
  Fifteenth.  If service of process is made as aforesaid, the party
  served agrees that such service shall constitute valid service, and
  specifically waives any objections that the party served may have
  under any state or federal law or rule concerning service of
  process.   Service of process in accordance with this Section shall
  be in addition to and not to the exclusion of any other service of
  process method legally available
  SPECIFIC ENFORCEMENT
  
  THIRTEENTH:    Because of the unique relationship of all of the
  Shareholders and the unique value of their interests in the
  Corporation, in addition to any other remedies the Corporation may
  have, the obligations and rights contained in this Agreement shall
  be specifically enforceable.
       
  FOURTEENTH:    As of the date hereof, the undersigned are the
  owners of all of the outstanding shares of the Corporation and each
  of them consents and agrees to the terms and conditions as set
  forth herein.
  
  NOTICES
  
  FIFTEENTH:     All notices which concern this Agreement shall be
  given in writing as follows:  (i) by actual delivery of the notice
  into the hands of the party entitled to receive it or by facsimile
  to such party, in which case the notice shall be deemed given on
  the date it is sent;  (ii) by Federal Express or any other
  overnight carrier, in which case the notice shall be deemed given
  on the day following the date it is deposited with such carrier; 
  or (iii) by mailing such notice by registered or certified mail,
  return receipt requested, in which case the notice shall be deemed
  given four (4) days following the date it is deposited in the mail. 
   All notices provided under this Agreement shall be to the last
  known address of the party entitled to receive it.   Any party to
  this Agreement may change its address for notice purposes, by
  providing written notice of the change of address to each of the
  other parties.   All notices which concern this Agreement shall be
  addressed as follows:
  
  If to CCA to:
  
  CCA INDUSTRIES, INC.
  200 Murray Hill Parkway
  East Rutherford,  NJ  07073
  
  Attn:     Mr. David Edell     
  
  If to Barry Shipp
  ___________________
  ___________________
  ___________________
  
  If to Joseph A. Aramanda
  ___________________
  ___________________
  ___________________
  If to Joseph Toronto 
  ___________________
  ___________________
  ___________________
  
                                CCA INDUSTRIES, INC.
  
       
                                BY:________________________
                                       Ira W. Berman
                 
                                BY:________________________
                                         Barry Shipp
  
                                BY:________________________
                                        Joseph A Aramanda
  
                                BY:________________________
                                        Joseph Toronto
  
       
  IWB/ev
  CERTIFICATE OF AGREED VALUE
  
       In computing the value of the Shareholders stock in the
  Corporation, the following criteria shall be utilized:
  
       The "net sales" defined as the gross sales, less all
  deductions and allowances and returns shall be computed.  In
  determining the profit of the Corporation using generally accepted
  practices applied on a consistent basis,  the following "actual"
  expenses shall be applied:
  a)  cost of goods (material and labor)
  b)  salary expenses
  c)  advertising expenditures
  d)  co-op expenditures (paid and/or accrued) and outstanding
  e)  royalty expense
  f)  freight
  g)  all other direct actual expenses of the Corporation including
  interest expense
  h)  indirect general and administrative expenses calculated at 10%
  of net sales at $8,000,000.00,  and 8% of net sales at $
  16,000,000.00.
  
       The net income prior to taxes utilizing the criteria set forth
  above, will be multiplied by ten (10) to arrive at the stipulated
  agreed value of the Corporation for the purpose of this
  certificate.    If all of the Shareholders offer their shares for
  sale, or if CCA exercised its option to purchase all of the
  Shareholders shares, the cost of the purchase would be   twenty
  percent (20%) of the value of the Corporation inasmuch as the
  Shareholders own twenty percent (20%) of the shares of the
  Corporation.   If only one Shareholder  wished to avail himself of
  the option, then his value would be his percentage of ownership in
  the common stock of the Corporation  in proportion to the over-all
  value of the Corporation as provided herein.
                                CCA INDUSTRIES, INC.
  
       
                                BY:________________________
                                      Ira W. Berman
                 
                                BY:________________________
                                      Barry   Shipp
  
                                BY:________________________
                                     Joseph A Aramanda
  
                                BY:________________________
                                     Joseph Toronto
  IWB/ev
  RIDER TO SHAREHOLDERS AGREEMENT
  
       WHEREAS, CCA Industries, Inc., has purchased inventory from
  Banc One in connection with the liquidation of Shiara, Inc. and
  assigned the inventory to Fragrance Corporation of America, Ltd, 
  and
       WHEREAS, included in the inventory was inventory of the
  following brands:
            Amber               $__________
            Vision              $__________
            Sunset Cafe         $__________ ,   and
  
       WHEREAS it is estimated that to dispose of the aforesaid
  inventory, it will be necessary to purchase $___________ in
  additional componentry to create the finished goods of the above
  product lines.
  
       NOW THEREFORE, in consideration of mutual covenants herein
  contained, Aramanda and Shipp agree that until such time as the
  corporation recoups its out-of-pocket investment of $_________ into
  the products referred to above, the corporation shall set aside 50%
  of their salary to be held in a special account and released when
  the corporation's investment is recouped.  The corporations cost
  shall be its out of pocket expenditure in the amount of $__________
  as provided above plus all direct expenses involved in the
  liquidation of the aforesaid products.
  
       It is contemplated that the corporation will have a short
  fiscal year which will expire on November 30, 1998 and then will be
  on a fiscal period in line with CCA Industries fiscal year, at
  which time this Agreement will be reviewed by all parties hereto.
  
  WITNESS WHEREOF WE HAVE EXECUTED THIS RIDER WHERE EXECUTED.
  
                                CCA INDUSTRIES, INC.
       
                                BY:________________________
                                     Ira W Berman
                 
                                BY:________________________
                                     Barry Shipp
  
                                BY:________________________
                                    Joseph A Aramanda
  
       
  IWB/ev
  TRADEMARK LICENSE AGREEMENT
  
       THIS TRADEMARK LICENSE AGREEMENT (this "Agreement") is made as
  of March __, 1998 (the "Effective Date"), between Shiara Holdings
  Inc., an Illinois corporation ("Company") and CCA Industries, Inc.
  ("Licensee").
  
       A.   Company owns the registered trademarks that are
  specifically identified on attached and incorporated Exhibit "A"
  and any associated names,  marks, logos and commercial symbols,
  which have gained public acceptance. A substantial amount of
  goodwill has attached to these names, marks and symbols.
  
       B.   Licensee desires to obtain a license to use the Company's
  aforesaid proprietary names, marks and/or symbols for the
  "Permitted Use" (as defined in Section 1.1 below) on the terms of
  this Agreement.
  
       In consideration of the foregoing and the obligations, duties
  and rights set forth below, the parties agree as follows:
  
  ARTICLE 1
  LICENSE
  
       1.1  Trademark License Grant. Subject to the terms and
  conditions set forth in this Agreement, and only upon the closing
  of that certain Offer of Purchase Agreement dated March 9, 1998
  ("Purchase Agreement"), by Licensee to Renaissance Financial
  Restructuring, Inc. ("Assignee") and Bank One Illinois, N.A.
  ("Bank") relating to certain assets of Shiara, Inc. ("Shiara"), and
  only upon Licensee first entering into agreements with each of
  Barry Shipp and Joseph Aramanda in form acceptable to the parties
  ("Shareholder Agreeements"), Company grants to Licensee an
  exclusive, revocable license (the "License") to use those
  trademarks, and solely those additional proprietary trademarks,
  trade names, copyrights, logos, commercial symbols, service marks
  and service names related thereto (whether or not registered) that
  are specifically identified on attached and incorporated Exhibit
  "A" (collectively, the "Commercial Marks"), solely in conjunction
  with Licensee's performance of the following activities (the
  "Permitted Use"):  (i) to market and sell those "Products" as set
  forth on attached and incorporated Exhibit "A" to retailers,
  distributors or brokers in the "Territory" as set forth on attached
  and incorporated Exhibit "B";  and (ii) to advertise said Products,
  by faithfully reproducing the Commercial Marks solely in brochures,
  flyers, print or broadcast media.  If the Licensee does not close
  under the Purchase Agreement or enter into the Shareholder
  Agreements by March 31, 1998, this Agreement shall automatically
  terminate on such date or such earlier date if the conditions above
  cannot be fulfilled. 
  
       1.2  Certain License Requirements. Licensee, at its sole cost,
  shall:  (i) keep all the Commercial Marks free of any liens, claims
  or encumbrances of any type; (ii) use solely faithful reproductions
  of the Commercial Marks as identified on Exhibit "A", and not use
  any prefix, suffix or other modifying words, terms, designs or
  symbols with any Commercial Marks nor in any way modify any
  Commercial Mark; (iii) not use any Commercial Mark for any purpose
  other than a Permitted Use; (iv) not incorporate any of the
  Commercial Marks, any derivative of the Commercial Marks or any
  other mark which is similar to any Commercial Mark into Licensee's
  corporate or other business name or any other name which Licensee
  utilizes to identify itself, any other individual or entity with
  which Licensee does business, or any other store, product or
  services Licensee represents, sells, markets or creates; (v)
  display the Commercial Marks prominently in connection with all
  packaging, forms, labels and advertising materials, subject to
  Section 1.3 below; (vi) except as necessary to perform the
  Permitted Use, not reproduce, copy, duplicate or distribute the
  Commercial Marks; and (vii) obtain Company's prior, written
  permission before using any Commercial Marks for any purpose not
  specifically authorized as a Permitted Use.
  1.3  Promotional Material. Licensee, at its sole cost, shall
  feature the Commercial Marks prominently in all advertising
  campaigns promoting the Products in the Territory. All advertising,
  promotional, sales or other materials which use the Commercial
  Marks shall:  (i) include solely faithful reproductions of the
  Commercial Marks as appearing on attached Exhibit "A"; (ii) be
  suitable for the fragrance business; (iii) not place the Commercial
  Marks in a derogatory light nor impugn the reputation of nor damage
  the goodwill associated with the Commercial Marks; and (iv) not
  include the trade name, trademark, service mark, service name, logo
  or commercial symbol of any competitor of Company. Licensee shall
  submit samples of such materials to Company periodically for
  Company's review. If, in Company's reasonable judgment, Company
  deems that any such materials may jeopardize in any way Company's
  rights, titles, or interests in any portion or all of any
  Commercial Marks, injure the goodwill associated with, impugn the
  reputation of or otherwise be derogatory of the Commercial Marks,
  or may violate any copyrights, trade names, trademarks, service
  marks or related items, Company will notify Licensee of the same,
  and Licensee immediately shall refrain from using such
  objectionable materials and shall modify such materials.
  
       1.4  Goodwill and Limited Nature of License Rights. This
  Agreement and the License do not confer any goodwill or other
  interest in the Commercial Marks upon the Licensee, except and
  solely to the extent that Licensee is permitted to utilize the
  Commercial Marks in the Territory to conduct the Permitted Use.
  Licensee agrees that all goodwill developed through Licensee's use
  of the Commercial Marks shall inure solely to Company's benefit.
  Licensee agrees that Company has not made any guaranty or
  representation concerning the potential sales or profits which may
  be generated through the License, and that Company has not assumed
  any obligations other than to License the Commercial Marks to
  Licensee for Licensee's conduct of the Permitted Use in the
  Territory. 
  
  ARTICLE 2
  INSPECTION, AUDIT RIGHTS AND FEES
  
       2.1  Books, Records and Inspections. Licensee shall maintain
  accurate and complete books of account and records concerning its
  use of the Commercial Marks, its conduct of the Permitted Use and
  its advertising and marketing programs. Licensee shall provide
  copies of such records to Company within five (5) business days of
  Company's request for the same. Company shall have the right, at
  its sole expense, to examine those books and records of Licensee
  which pertain to the Permitted Use and the Commercial Marks.
  Company shall exercise its foregoing inspection rights by providing
  Licensee with at least five (5) days advance, written notice and
  shall conduct such inspections in a manner which does not
  unreasonably interfere with Licensee's business.  In the event that
  upon its audit, Company is correct in its review that there is a
  material difference between Licensee's records and its own
  auditor's review, Licensee shall be required to reimburse Company
  its expense of the audit.
  
       2.2  Quality Standards. During the term of this Agreement,
  Company shall have the right to establish such quality standards
  concerning the Permitted Use which  Company deems necessary to
  protect the Commercial Marks, the reputation associated therewith
  and the goodwill attached thereto. 
  
       2.3  Royalties and Taxes. 
  
  (a)  Product Royalties.  Subject to Section 2.3(b) below, Licensee
  shall pay Company a "Sales Royalties" of five percent (5%) ("Sales
  Percentage") of all "Net Factory Sales" on the Products which are
  sold in connection with the Commercial Marks, appearing on attached
  Exhibit "A-1" only, payable forty-five (45) business days after
  each quarter annual period for Net Factory Sales for the preceding
  quarter. For purposes of this Agreement, the term Net Factory Sales
  shall mean those sales less any discounts, allowances and returns.
  Once the amount of Royalties (as defined below) paid by Licensee to
  Company reaches Two Million Dollars ($2,000,000.00), the Sales
  Percentage for the purpose of computing the Sales Royalties will
  reduce to one-half percent (1/2%). Licensee shall, during the Term
  of this Agreement, use its best efforts to effectively market and
  promote the Products in the Territory. 
  
            (b)  Minimum and Annual Royalties. In consideration of
  Company granting an exclusive License to Licensee, Licensee shall
  pay Company a minimum royalty of One Hundred Thousand Dollars
  $100,000.00 ("Minimum Royalty") for the first fifteen (15) months
  of the Agreement.  Thereafter, Licensee shall pay Company an annual
  minimum royalty ("Annual Royalty") of not less than One Hundred and
  Fifty Thousand Dollars ($150,000.00) for each subsequent
  consecutive twelve (12) month period. The Minimum Royalty and
  Annual Royalty, less the Sales Royalty previously paid for said
  period, is payable forty-five (45) days after the end of each "Term
  Year" occurring during the "Term" (as those terms are defined in
  Section 2.4 below), or if this Agreement terminates prior to the
  final day of any Term Year in accordance with Sections 2.4 or 5.1
  below, then forty-five (45) days after the date of such
  termination. The Minimum Royalty and the Annual Royalty are non
  refundable. 
       
            For purposes of this Agreement, Sales Royalties, Minimum
  Royalty and Annual Royalty will collectively be referred to as
  "Royalties". In addition to the Royalties, Licensee shall pay all
  taxes (service, sales, use or otherwise) that are associated with
  the License of the Commercial Marks identified on attached "Exhibit
  A-1" or the Permitted Use (except for income taxes of Company on
  the Royalties), when and as such taxes become due.
  
            (c)  Contingent Additional Consideration. 
  Notwithstanding the above Sections 2.3(a) and 2.3(b) herein, and in
  recognition of the value of the goodwill and customer lists sold
  under the Purchase Agreement to Licensee, the first $800,000 of
  Royalties due herein shall be paid directly to the Bank under the
  Purchase Agreement, in satisfaction of the Contingent Additional
  Consideration (as defined therein) due under the Purchase
  Agreement.  All payments made in satisfaction of the Contingent
  Additional Consideration shall be a dollar-for-dollar credit
  against the Royalties due under this Agreement. The payments due
  herein in this Section 2.3(c) are subject to the provisions of
  Section 6.4 herein. 
  
       2.4  Term. The "Term" of this Agreement shall commence on the
  Effective Date and shall continue until this Agreement terminates
  as provided in this Section or in Section 5.1 below. Each full
  twelve (12) month period occurring during the Term which commences
  on either the Effective Date or an anniversary of the Effective
  Date shall be referred to as a "Term Year". The initial Term Year
  of this Agreement shall commence on the Effective Date and continue
  for a period of fifteen (15) months. Upon the expiration of the
  initial Term Year or any subsequent Term Year thereafter, the Term
  of this Agreement shall immediately renew for an additional one (1)
  year period, subject only to termination as provided in Article 5
  herein. Licensee may, after fourteen (14) months from the Effective
  Date, terminate this Agreement for any reason upon at least ninety
  (90) days prior notice of termination.
  
  ARTICLE 3
  OWNERSHIP RIGHTS
  
       3.1  Exclusive Proprietary Rights in Company. Company
  exclusively owns all proprietary, ownership and use rights, titles
  and interests of any and all types (whether legal, equitable, use
  or otherwise) to all the Commercial Marks, whether statutory or
  common law, including but not limited to all rights under foreign,
  national, international, state or federal copyright, trademark,
  trade name, service mark, intellectual property or other laws,
  whether now existing or subsequently recognized, (including but not
  limited to the sole right to obtain any registration under the
  same), throughout the world, in and for all languages (including
  but not limited to computer languages whether now existing or
  subsequently developed), and the exclusive right (legal, equitable
  and otherwise), throughout the world, in any and all languages
  (whether now existing or subsequently arising) to prepare and
  exploit commercially derivative works based upon any Commercial
  Marks (collectively, "Derivative Works"). Licensee shall not have
  any right to make, nor any right, title or interest in or to any
  Derivative Work nor shall Licensee have any right to use any
  Derivative Work under the License granted in this Agreement, unless
  Company executes a written document which specifically extends the
  License to cover such Derivative Work. 
  
       3.2  Commercial Marks Protection.  Company shall, during the
  Term of this Agreement and at its sole cost and expense, use its
  best efforts in the United States of America to (i) keep in full
  force and effect the Commercial Marks; and (ii) protect the
  Commercial Marks from infringement from any other person, firm or
  corporation in the United States of America and to prosecute
  promptly and diligently all actions and proceedings which may be
  necessary or appropriate. In the event that Company chooses not to
  defend its trademarks, Licensee shall have the option to defend and
  shall have the right to offset its reasonable costs against future
  royalty payments.  Company agrees, at its sole and reasonable
  expense, to use its best efforts to obtain final registration on
  the Commercial Marks and to protect them throughout the Term of
  this Agreement, provided in no event shall Company be required to
  expend more than $10,000 in additional expenses to perfect the
  Commercial Marks or defend them.  Company shall have the right, but
  not the obligation, at its own costs and expense, to participate in
  such actions and proceedings and seek compensatory damages from the
  infringing party for any of its losses as a result of the aforesaid
  infringement. 
   
       3.3  Licensee Assistance. Licensee shall execute, acknowledge
  and deliver to Company, any instrument or document which Company
  deems necessary from time-to-time to facilitate registration of any
  filings or to record or evidence Company's exclusive ownership
  rights in the Commercial Marks and Derivative Works. 
  
       3.4  Company Indemnity.  Company shall indemnify and hold
  harmless Licensee from and against any and all claims, actions,
  suits and proceedings (including costs and expenses and reasonable
  attorney fees) for which Licensor may be liable or incur or be
  compelled to pay by reason of the breach of any representation,
  warranty or agreements of Company contained in this Agreement or
  any related agreement.
  
       3.5  Licensee Indemnity. Licensee shall further indemnify,
  defend and hold harmless Company from and against all claims,
  actions, suits and proceedings, all loss, liability, damages, cost
  and expenses incurred in connection with any claim (including
  reasonable attorneys fees) for which Company may become liable or
  incur or arising out of breach of any of Licensee's
  representations, warranties or agreements herein.
   
  ARTICLE 4
  LICENSE PROTECTIONS
  
       4.1  Duty to Disclose and Mitigate. Licensee immediately shall
  notify Company of any information which comes to Licensee's
  attention which does or might indicate that there has been any loss
  of proprietary rights of any kind in or to any Commercial Marks
  arising through any action of Licensee, any of its employees,
  agents, contractors or owners, or any individual or entity in
  privity with Licensee. In such event, Licensee shall take all steps
  within its power to limit the damage to Company which could result
  from such loss of proprietary rights, including but not limited to
  taking whatever legal action necessary to mitigate such damage.
  Company, in its sole discretion, shall have the right to take over
  and assume control of any such litigation, by providing Licensee
  with written notice of its decision to do so. 
  
       4.2  Title Protection. Licensee warrants that it shall not
  attack, compromise, file suit against or in any manner attempt to
  vitiate or commit or fail to take any action which could vitiate
  any of Company's rights, titles or interests in the Commercial
  Marks. Licensee shall not attempt to develop, develop or retain
  others to develop any material similar to any Commercial Marks.
  Licensee shall not obtain any copyright, trademark, service mark or
  other proprietary or registered rights in or to any Commercial Mark
  or Derivative Work, or any copy, logo, design or symbol which is
  similar to the preceding.
  4.3  Injunctive and Other Relief. Licensee acknowledges that
  if it breaches any of its obligations under this Agreement, it will
  cause damage of an irreparable and continuing nature to Company,
  for which money damages will not provide adequate relief.
  Therefore, in addition to any money damages to which Company is
  entitled, Company also is entitled to obtain an injunction
  (including but not limited to a temporary restraining order) to
  prohibit Licensee's continuing breach of the applicable covenant,
  and/or to force Licensee to take affirmative actions to comply with
  its obligations under this Agreement. Company shall have the right
  to obtain such relief without having to prove any damages or post
  any bond.
  
       4.4  Commerical Marks Indemnity Obligation.  Company defends,
  indemnifies and holds harmless Licensee from all liabilities and
  reasonable expenses, judgments, fines or penalties which Licensee
  may incur that result from any claim, action, suit or proceeding,
  the material allegation of which avers that the Commercial Marks
  constitutes an infringement of a United States registered trademark
  or service mark, whether such actions are civil, criminal,
  administrative or investigative, including any associated appeals,
  subject to a maximum indemnification of an amount not more than the
  Royalties previously received by Company.  In lieu of
  indemnification, Company, at its sole option, may: (i) obtain for
  Licensee the right to utilize any such allegedly infringing
  Commercial Marks; or (ii) make such Commercial Marks
  non-infringing, if possible.
  
       4.5  Survival of Covenants. Licensee's obligations under
  Articles 2 and 4 of this Agreement shall survive the termination of
  this Agreement or any of this Agreement's provisions.
  
       4.6  Formulas.  Licensee shall keep all formulas confidential.
  
  ARTICLE 5
  TERMINATION
  
       5.1  Causes.  This Agreement may be terminated solely as
  provided below in this Section and Section 2.4. This Agreement may
  terminate prior to the expiration of any then current Term Year
  identified in Section 2.4 above upon thirty (30) days prior notice
  by Company or upon the occurrence of any of the following: (i)
  Licensee commits a default under this Agreement (including but not
  limited to its failure to make a payment of any amounts owing to
  Company when and as the same become due or its violation of any
  terms of Article 1 above); (ii) Licensee attempts to use,
  reproduce, sell, mortgage, lease, assign (subject to Section 7.4
  herein), convey, transfer or sublicense any Commercial Marks in
  contravention of the terms of this Agreement; (iii) Licensee
  voluntarily or involuntarily becomes subject to a bankruptcy
  proceeding, makes an assignment for the benefit of creditors,
  marshals its assets, becomes insolvent, otherwise becomes subject
  to any proceeding for relief from or protection of creditors; or
  (iv) Licensee dissolves or liquidates, merges or consolidates with
  or into any other entity or sells substantially all its assets or
  twenty-five percent (25%) or more of either its voting or total
  equity securities to any individual or entity who is not an owner
  of such securities as of the Effective Date. 
    
       5.2  Effect of Termination.   Immediately upon the termination
  of this Agreement, all rights of Licensee under this Agreement to
  use the Commercial Marks shall terminate in their entirety, and
  Licensee immediately shall (i) cease the sale of all Products
  utilizing any Commercial Marks; and (ii) shall cease using any of
  the know-how, formula or customer lists relating to the Products
  purchased by Licensee from Assignee and Bank and shall convey all
  right, title and interest in said know-how, formula or customer
  lists to Company for the sale price of $100.00.  Notwithstanding
  anything herein to the contrary, failure to pay the Minimum Royalty
  or Annual Royalty shall not subject Licensee to any responsibility
  other than the termination of its license rights herein and the
  continued payment obligation of the Sales Percentage on Net Factory
  Sales on Products sold using the Commercial Marks.
  Irrespective of the reason for termination:
  
            (a)  Licensee shall be responsible for all royalties that
  may be due Company from sales of the Products made prior to the
  termination of this Agreement and from the sale of its remaining
  inventory. 
  
            (b)  Licensee shall furnish Company with a list of the
  quantity, cost and location of all Products and a list showing all
  customers to whom Licensee has sold Products for the two (2) year
  period preceding such termination and return all molds, plans and
  other data to Company.  
  
            (c)  Licensee agrees, if so required, to sell its
  inventory of Products to Company at its out-of-pocket costs upon
  payment thereof.  
  
            (d)  Licensee shall not be required to make any further
  payments to Company, except to the extent of the payment of
  Royalties for Products sold prior to the date of termination and in
  closing out is inventory.  No Royalty will be required in the event
  of sale by Licensee to Company of remaining inventory after
  termination.  Should the parties agree that Licensee shall continue
  to sell the Products on a non-exclusive basis, Licensee will be
  required to pay the Sales Percentage on all Net Factory Sales of
  the Products.
  
            (e)  The termination of this Agreement shall not affect
  or impair any obligations or rights which arose prior to the date
  of such termination or out of the facts or occurrences which cause
  such termination. 
  
  ARTICLE 6
  REPRESENTATIONS, WARRANTIES AND COVENANTS
  
       6.1  Company Warranties. Company represents and warrants that
  to the best of its knowledge: (i) it is the owner of the Commercial
  Marks; (ii) the Commercial Marks do not violate or infringe any
  United States registered trademarks, trade names, service marks,
  service names, or other intellectual property rights; (iii)  it has
  not granted a license to any third party to use the Commercial
  Marks as authorized by the Permitted Use; and (iv) it has the right
  to enter into this Agreement with and grant the License to
  Licensee, such Agreement being duly authorized by Company's Board
  of Directors.
       
       6.2  Representations and Covenants of Licensee.  Licensee
  makes the following warranties and covenants to Company, all of
  which shall survive the termination of this Agreement:
  
            (a)  Licensee is a corporation duly incorporated, validly
  existing and in good standing under the laws of the State of
  Delaware; and
  
            (b)  Licensee has all necessary corporate power and
  authority to enter into and perform the obligations to be performed
  by it under and to consummate the transactions and other acts
  contemplated by this Agreement and any related agreements.  The
  execution, delivery and performance by Licensee of this Agreement
  and any related agreements have been duly authorized by all
  necessary corporate action of Licensee.  The execution and delivery
  of this Agreement and related agreements, the consummation of the
  transactions contemplated hereby and compliance with and
  fulfillment of the terms and provisions hereof by Licensee will not
  (i) conflict with or result in a breach of the terms, conditions or
  provisions of, or constitute a default under, the certificate of
  incorporation or by-laws of Licensee, or any agreement, mortgage,
  judgment, order, award, decree or other restriction to which
  Licensee is a party or by which any of its properties is bound,
  (ii) require any affirmative approval, consent, authorization or
  other order or action of any court, governmental authority or
  regulatory body or of any creditor of Licensee, except such as have
  been obtained, (iii) conflict with or result in a breach of the
  terms, conditions or provisions or, or constitute a default under,
  any contract, indenture, trust agreement, trust instrument, note,
  bond, mortgage, agreement or other instrument or obligation to
  which Licensee is a party or by which it or any of its properties
  or assets may be bound (collectively, "Licensee Obligations"), or
  give any party with rights thereunder the right to terminate,
  accelerate, modify or otherwise change the rights or obligations of
  Licensee under any of the Licensee Obligations or (iv) violate any
  judgment, order, writ, injunction, decree, law, statute, rule or
  regulation applicable to Licensee or any of its assets or
  properties.  This Agreement and all related agreements constitute
  the valid and binding obligation of Licensee enforceable against
  Licensee in accordance with its terms. 
  
       6.3  Representations and Covenants of Company.  Company makes
  the following warranties and covenants to Licensee, all of which
  shall survive the execution of this Agreement:
  
            (a)  Company is duly organized to do business in the
  State of Illinois and is validly existing and in good standing
  under the laws of the State of Illinois; and
  
            (b)  Company has all necessary power and authority to
  enter into, to perform, the obligations to be performed by it under
  and to consummate the transactions and other acts contemplated by
  this Agreement and any related agreements.  The execution, delivery
  and performance of this Agreement and any related agreements have
  been duly authorized by all necessary action of Company.  The
  execution and delivery of this Agreement and related agreements,
  the consummation of the transactions contemplated hereby and
  compliance with and fulfillment of the terms and provisions hereof
  will not (i) conflict with or result in a breach of the terms,
  conditions or provisions or, or constitute a default under any
  agreement, mortgage, judgment, order, aware, decree or other
  restriction to which Company is a party or by which any of its
  properties is bound, (ii) require any affirmative approval,
  consents, authorization or other order or action of any court,
  governmental authority or regulatory body or of any creditor,
  except such as have been obtained, (iii) conflict with or result in
  a breach of the terms, conditions or provisions or, or constitute
  a default under, any contract, indenture, trust agreement, trust
  instrument, note, bond, mortgage, agreement or other instrument or
  obligation to which Company is a party or by which it or any of its
  properties or assets may be bound (collectively, "Company
  Obligations"), or give any party with rights thereunder the right
  to terminate, accelerate, modify or otherwise change the rights or
  obligations under any of the Company Obligations, or (iv) violate
  any judgment, order, writ, injunction, decree, law, statute, rule
  or regulation applicable to any of their assets or properties. 
  This Agreement and all related agreements constitute valid and
  binding obligations enforceable against Company in accordance with
  its terms. 
  
       6.4  Set-off.  As a material inducement for Licensee to enter
  into this Agreement, Licensee shall have the right to offset, upon
  thirty (30) days prior written notice to Company, of any bona fide
  claim against Shiara existing after six (6) months from the
  Effective Date relating to previously authorized allowances by
  Shiara and chargebacks, returns of merchandise or co-op balances
  from Customers of Shiara for the period prior to the Effective Date
  which have not previously been set-off by Licensee against Assignee
  or Bank under the Purchase Agreement.
  
  ARTICLE 7
  GENERAL
  
       7.1  No Agency or Partnership. The parties agree that this
  Agreement does not constitute Licensee as the agent, legal
  representative, partner or joint venturer of Company for any
  purpose whatsoever. Licensee has no right to create any obligation
  or responsibility, express or implied, on behalf of or in the name
  of Company, or to bind Company in any manner or concerning any
  matter.
  
       7.2  Notices. All notices which concern this Agreement shall
  be given in writing, as follows: (i) by actual delivery of the
  notice into the hands of the party entitled to receive it or by
  facsimile to such party, in which case the notice shall be deemed
  given on the date it is sent; (ii) by Federal Express or any other
  overnight carrier, in which case the notice shall be deemed given
  on the day following the date it is deposited with such carrier; or
  (iii) by mailing such notice by registered or certified mail,
  return receipt requested, in which case the notice shall be deemed
  given four days following the date it is deposited in the mail. All
  notices provided under this Agreement shall be to the last known
  address of the party entitled to receive it. Any party to this
  Agreement may change its address for notice purposes, by providing
  written notice of the change of address to each of the other
  parties. All notices under this Agreement shall be addressed as set
  forth on attached and incorporated Exhibit "C".
  
       7.3  Applicable Law. The laws of the State of Illinois (other
  than those which pertain to conflicts of law) shall govern the
  interpretation of this Agreement, irrespective of the fact that the
  one of the parties now is or may become a resident of a different
  state. The parties shall submit all disputes which arise under this
  Agreement to state or federal courts located in the City of
  Chicago, Illinois for resolution. The parties acknowledge that the
  aforesaid courts shall have exclusive jurisdiction over this
  Agreement, and specifically waive any claims they may have which
  involve jurisdiction or venue, including but not limited to forum
  non conveniens. Service of process for any claim which arises under
  this Agreement shall be valid if made in accordance with the notice
  provisions set forth in Section 7.2 above. If service of process is
  made as aforesaid, the party served agrees that such service shall
  constitute valid service, and specifically waives any objections
  the party served may have under any state or federal law or rule
  concerning service of process. Service of process in accordance
  with this Section shall be in addition to and not to the exclusion
  of any other service of process method legally available.
  
       7.4  Assignment. Licensee shall have the right to assign this
  Agreement to any entity upon notice to Company of said assignment
  and assignee's acceptance of this Agreement.  The assignee, by
  acceptance of the assignment, agrees to be bound by all the terms,
  conditions and obligations of this Agreement. 
  
       7.5  Binding Effect. This Agreement shall be binding upon and
  inure to the benefit of Company and Licensee as well as their
  respective successors and assigns, to the extent permitted.
  
       7.6  Complete Understanding. This Agreement constitutes the
  complete understanding between the parties. No alteration or
  modification of any of this Agreement's provisions shall be valid
  unless made in a written instrument which both parties sign. This
  Agreement supersedes any prior understandings, written agreements,
  or oral arrangements between the parties respecting the subject
  matter which this Agreement addresses. The terms of this Agreement
  shall govern if there is any conflict between this Agreement and: 
  (i) any purchase order of Licensee; and (ii)  any other written
  instrument which concerns or affects the subject matter of this
  Agreement.
  
       7.7  Waiver; Discharge.  This Agreement may not be released,
  discharged, abandoned, changed or modified in any manner, except by
  an instrument in writing, signed on behalf of each of the parties
  hereto by their duly authorized representatives.  The failure of
  any party hereto to enforce at any time any of the provisions of
  this Agreement shall in no way be construed to be a waiver of any
  such provision or to affect the validity of this Agreement or any
  part thereof or the right of any party thereafter to enforce each
  and every such provision.  No waiver of any breach of this
  Agreement shall be held to be a waiver of any other or subsequent
  breach.  Neither Company nor Licensee shall be relieved of any
  liability which may arise from any breach of warranty, covenant,
  representation or agreement contained in this Agreement as a result
  of any investigation by the other party or its representatives. 
  
       7.8  Insurance.  Licensee shall, during the Term and for a two
  (2) year period thereafter, maintain Company as an additional
  insured under its "claims made" Product Liability Insurance Policy.
  
       7.9  Expenses.  Each party hereto shall pay its own expenses
  incident to this Agreement and the preparations to consummate the
  transactions provided for herein.
  7.10 Execution in Counterparts.  This Agreement may be
  executed in one or more counterparts, each of which shall be deemed
  to be an original, but all of which shall constitute one and the
  same Agreement.
  
       7.11 Titles and Headings.  Titles and headings to Articles
  herein are inserted for convenience of reference only and are not
  intended to be as part of or to affect the meaning or
  interpretation of this Agreement. 
  
       7.12 No Brokers.  All parties hereto represent and warrant
  that all negotiations relative to this Agreement and the
  transactions contemplated hereby have been brought about without
  the intervention of any other person or firm in such manner as to
  give rise to any valid claim against any of the parties hereto for
  a brokerage commission, finder's fee or other like payment to any
  person or entity.
  
       7.13 Prevailing Party.  In the event of any litigation, the
  prevailing party shall receive counsel fees and costs.
  
       7.14 Severability. If a court of competent jurisdiction rules
  that any one or more of this Agreement's provisions are invalid,
  illegal or unenforceable in any respect, such invalidity,
  illegality or unenforceability shall not affect any of this
  Agreement's other provisions, and this Agreement shall be construed
  as if it had never contained such invalid, illegal or unenforceable
  provision.
  
       7.15 Incorporation of Recitals and Exhibits. The Recitals and
  Exhibits to this Agreement are fully incorporated into and
  constitute a part of the substantive provisions of this Agreement.
  
  LICENSEE:                            COMPANY:
  CCA INDUSTRIES, INC. a Delaware      SHIARA HOLDINGS, INC.,an Illinois
  corporation                          corporation
  
  By:                                  By:  
  
  Its:                                 Its:
  EXHIBIT "A-1"
  
  COMMERCIAL MARKS/PRODUCTS
  
  Cherry Vanilla
  
  Mandarin Vanilla
  
  Cloud Dance
  EXHIBIT "B"
  
  TERRITORY
  
  Worldwide, subject to rights under Commercial Marks
  EXHIBIT "C"
  
  NOTICES
  
       1.   All notices which concern this Agreement shall be
  addressed as follows:
  
            If to Licensee:                    If to Company:
  
            CCA Industries, Inc.               Shiara Holdings, Inc.
            200 Murray Hill Parkway            61 East Elm Street
            East Rutherford, N.J. 07073        Chicago, Illinois 60611     
            Attn.: Mr. David Edell             Attn.:  Mr. Barry Shipp
  March 18, 1998
  
  Mr. Alexander Knopfler                       Marc Fenton, Esq.
  Renaissance Financial Restructuring, Inc.    Bank One Illinois,N.A.
  10 South Wacker Drive                        Legal Department
  35th Floor                                   208 South LaSalle Street, Suite 10
  Chicago, Illinois  60606                     Chicago, Illinois  60604
  Telecopy:  312-715-4158                      Telecopy:  312-357-1051
  
  RE:  Shiara, Inc., Assignment for the Benefit of Creditors to
  Alexander Knopfler/ 9-504 Sale of Collateral
  
  Dear Mr. Knopfler and Mr. Fenton:
  
  Please be advised that CCA Industries, Inc., 200 Murray Hill
  Parkway, East Rutherford, New Jersey 07073 ("Bidder") hereby
  submits this Offer of Purchase to Alexander Knopfler, not
  individually, but in your capacity as president of Renaissance
  Financial Restructuring, Inc., Assignee ("Assignee") for the
  Benefit of Creditors of Shiara, Inc. (the "Company"), and to Bank
  One, Illinois, N.A. (the "Bank") , secured creditor with a first
  priority security interest in and lien against the Assets
  (hereinafter defined), and offeror pursuant to 810 ILCS 5/9-504
  ("9-504").  The Company has developed a group of fragrance
  products (the "Products") which are currently being sold under the
  trademarks and other intellectual property owned by Shiara
  Holdings, Inc. ("Holdings").
  
  Bidder hereby offers to purchase the assets identified in Schedule
  1 hereto (collectively, the "Assets"), for the consideration set
  forth in Paragraph 4 hereto, and on the other terms and conditions
  set forth herein, provided that each of the following terms and
  conditions are met.  Bidder shall assume absolutely no liabilities
  of Assignee or the Company (accrued, liquidated, contingent or
  otherwise).
  
  1.   Acceptance.  Subject to the public sale of the Assets pursuant
  to 9-504 (the "Auction"), you shall accept this offer by signing
  the enclosed duplicate original hereof and returning it to the
  undersigned on or before 5:00 p.m., Chicago time on March 19, 1998.
  
  2.   Return of Bid Sale.  Mr. Knopfler  shall conduct the Auction
  of the Assets through a return of bid sale of the Assets based upon
  the terms of this offer to purchase, as prescribed herein on or
  before March 31, 1998, and the proceedings of the Auction shall be
  recorded and transcribed by a certified court reporter.
  
  3.   The Notice.  The advertisements or other form of notice
  pertaining to the Auction of the Assets shall, among other things:
  
  (a)  be sent to all creditors of the Company, applicable municipal,
  state and federal authorities and other parties in interest as are
  disclosed to Assignee by the Company;
  
  (b)  be published, on at least two separate dates, in the Sunday
  Edition of the Chicago Tribune, in each case in such sections as
  one would normally place similar types of sale publications;
  
  (c)  include, among other items, provisions specifying that:
  
  (i)  the Auction of the Assets will occur at a date, time and place
  certain, consistent with the terms hereof but in no event later
  than the close of business on March 31, 1998;
  
  (ii) the Assets to be sold shall be conveyed, pursuant to 9-504,
  free and clear of all known and publicly recorded claims, liens,
  security interests and encumbrances encumbering such Assets
  ("Liens"), including the Liens of the Bank, with all Liens
  attaching to the proceeds of sale;
  
  (iii)     the Assets are being sold "as is" and "where is" with no
  representations or warranties of any type or kind, except as to
  delivery of all right, title and interest of the Assignee and the
  Bank;
  
  (iv) You have received this Offer to Purchase the Assets from
  Bidder and that for an offer other than Bidder's initial offer to
  be accepted, it must x) otherwise contain substantially identical
  terms and conditions as this Offer to Purchase (other than the
  conditions regarding the shareholder agreements and the License
  Agreement with Shiara Holdings, Inc. described immediately below);
  and y) exceed the Consideration (as hereinafter defined) by at
  least $140,000 (the "Higher Bid");
  
  (v)  Bidder has requested that Joseph Aramanda and Barry Shipp,
  respectively the President and Chairman of the Board of the Company
  (jointly, the "Principals") enter into shareholder agreements with
  Bidder, conditioned upon Bidder being the successful purchaser of
  the Assets;
  
  (vi) Bidder has requested that Shiara Holdings, Inc. enter into a
  License Agreement with Bidder (the "License Agreement"),
  conditioned upon Bidder being the successful purchaser of the
  Assets; and 
  
  (vii)     Such other information as is usual and customary in such
  notices of public sales so as to ensure a commercially reasonable
  sale.
  
  4.1  Consideration. As the consideration for the purchase of the
  usable Inventory portion of the Assets (the "Consideration"), and
  subject to paragraph 5 hereof, Bidder shall pay one million four
  hundred thousand dollars ($1.4 million) as reflected in Schedule 1
  hereto, and subject to adjustment based upon a physical count.  The
  Consideration shall be paid in six (6) equal monthly installments,
  commencing on the Closing Date.  As collateral for Bidder's
  obligation to pay the Consideration, Bidder shall post a letter of
  credit in favor of the Bank in the amount of the unpaid
  installments.  Such letter of credit shall be reduced periodically
  by the amount of each installment of Consideration paid.  In
  addition, Bidder shall pay to you Contingent Additional
  Consideration in an amount equal to 5% of the Net Factory Sales on
  the Products which are sold in connection with the Customer Marks
  as such terms are defined in the License Agreement.  Such
  Contingent Additional Consideration shall be consideration for the
  purchase of the Company's goodwill, customer lists and "know how". 
  Payment of the Contingent Additional Consideration shall be made as
  and when are due the Royalties as provided in  2.3 of the License
  Agreement.  To the extent that payments are made for the Contingent
  Additional Consideration, as herein provided, such amounts shall be
  credited, on a dollar-for-dollar basis, toward Royalties due under
  the License Agreement.
  
  4.2  Set-Off.  For a period ending six (6) months after the Closing
  Date, Bidder shall have the right to offset against the Contingent
  Additional Consideration, upon thirty (30) days prior written
  notice to the Bank and the Assignee, any bona fide claim relating
  to previously authorized allowances and chargebacks, returns of
  merchandise or co-op balances from customers of the Company.
  
  5.   Taxes and Removal Costs. Bidder shall not be liable for any
  sales or other taxes incurred or due and owing to any state,
  municipal, county or federal entity in connection with, or as a
  result of, the sale of the Assets.  If it is successful in its
  acquisition of the Assets, Bidder shall bear the costs of storage
  or removal of the Assets purchased hereunder from the Company's
  facility, provided, however, that Assignee shall provide Bidder
  access (which shall include access on weekend days) to the
  Company's facilities as reasonably necessary to allow Bidder to
  carry out the removal and loading of the Assets onto Bidder
  vehicles to effect the transfer of the Assets to Bidder. Bidder
  shall be fully responsible, and hereby agrees to indemnify Assignee
  and/or the Bank, for all costs incurred in operating the Company's
  business and storing the Assets from and after the Closing Date and
  for any and all losses and damages incurred by Assignee and claims
  made against Assignee and/or the Bank as a result of Bidder's
  operation of the Company's business or removal of the Assets.
  
  6.   Acceptance of Other Bids.  By accepting this Offer to
  Purchase, Assignee and Bank agree that they will not accept any
  other offer for the Assets unless  such offer contains
  substantially identical terms and conditions as this Offer to
  Purchase (and identical terms with respect to the Assets being
  purchased, and methods of calculation and determination of the
  Consideration, other than with respect to the Deposit (as
  hereinafter defined) and the Contingent Additional Consideration. 
  Notwithstanding the foregoing, Assignee agrees that the receipt of
  any other offer with respect to the Assets shall not prejudice the
  ability of Bidder to make further offers with respect to the
  Assets. 
  
  7.   Earnest Money.  Upon acceptance of this Offer to Purchase
  pursuant to paragraph 1 above, Bidder will tender a non-refundable
  earnest money deposit (the "Deposit") to the Assignee in the sum of
  seventy five thousand dollars ($75,000.00).  The deposit will be
  held and used by the Assignee (subject to the secured claim of the
  Bank) to pay operating expenses from the date of acceptance of this
  Offer to Purchase through the Closing Date.  Notwithstanding
  anything herein to the contrary, a) in the event that Bidder is the
  successful purchaser, any portion of the Deposit which is not used
  by the Assignee for operating expenses through the Closing Date
  will be credited against the Consideration; and b) in the event a
  Higher Bid is received, and a sale to the bidder making such Higher
  Bid is consummated, the Deposit shall be returned to Bidder.  
  
  8.   Bankruptcy.  Bidder acknowledges and agrees that if a petition
  in bankruptcy is filed by or against the Company prior to the
  Auction or Closing Date, as the case may be, the Assignee shall
  seek, if Bidder requests, bankruptcy court approval to sell the
  Assets to Bidder pursuant to 11 U.S.C. 363.  Provided that
  Assignee takes such action, Assignee shall not be liable to Bidder
  for any delay or extension of the Auction or Closing Date.
  
  9.   Agreements Between the Date of Acceptance and Closing. 
  Assignee agrees that, between the date of the acceptance of this
  offer pursuant to paragraph 1 above and the Closing Date:
  
  (a)  Assignee shall give to Bidder's employees, and representatives
  reasonable access during normal business hours to all of the
  properties, books, contracts, documents, records and personnel of 
  Assignee and the Company relating to the Assets, and shall furnish
  to Bidder such information as Bidder may at any time and from time
  to time reasonably request related to the Assets.
  
  (b)  Subject to paragraph 5 hereof, Assignee shall use his best
  efforts to preserve the Company's business and the goodwill of its
  customers, suppliers and others having business relations with the
  Company from and after the date of this offer to purchase, to the
  Auction date. 
  
  10.  Conditions to Closing.  In the event Bidder is the successful
  bidder at the Auction then: 
  
  (a)  Assignee shall deliver to Bidder, at the Closing, the
  following items:
  
  (i)  physical possession of the Assets at the Company's facilities;
  
  (ii) a quitclaim bill of sale and assignment, executed by the Bank
  and consented to by the Assignee, in favor of Bidder, transferring
  all of the Bank's right, title and interest in and to the Assets
  "as is, where is" to Bidder;
  
  (iii)     original Uniform Commercial Code Termination Statements
  executed by the Bank and such other documents that may be necessary
  to deliver title to the Assets to Bidder, free and clear of all
  Liens;
  
  (iv) evidence of the prior assignment of all of the Company's
  assets from the Company to Assignee;
  (v)  to the extent he has been provided information by the Company: 
  A) a list of customer accounts who have purchased the Products or
  who have pending orders ("Accounts"); B) a schedule of all
  outstanding cooperative advertising commitments, credits and/or
  allowances with respect to the Products; C) a list of all supplies
  utilized in the manufacture of the Products and all component
  sources; D) copies of any and all contractual arrangements with
  suppliers for the formulation of the Products and copies of all
  open purchase orders for the manufacture of the Products; and E) a
  list of entities from whom the Company has solicited the sale of
  the Products.
  
  (b)  Bidder shall, at the Closing, deliver cash or certified funds
  or a bank wire transfer to an account designated by the Bank and
  Assignee in the amount of the Consideration, pursuant to paragraph
  4 hereof.
  
  11.  Post Closing Agreements. In the event Bidder is the successful
  bidder for the Assets, the parties shall execute such further
  documents, and perform such further acts, as may be reasonably
  necessary to transfer and convey the Assets to Bidder, on the terms
  herein contained, and to otherwise reasonably comply with the terms
  of this Agreement and consummate the transaction contemplated
  hereby.
  
  12.  Time and Place of Closing.  The transaction contemplated by
  this offer to purchase shall be consummated (the "Closing") no
  later than March 31, 1998 at 6:00 p.m. (Central Standard Time) at
  the offices of Altheimer & Gray, 10 South Wacker Drive, Suite 4000,
  Chicago, Illinois.  The date on which the Closing occurs is
  referred to in this offer to purchase as the "Closing Date".
  
  13.  Representations and Warranties of Bidder.  Bidder makes the
  following warranties and covenants to you, all of which shall
  survive the termination of the Agreement:
  
  (a)  Organization and Good Standing.  Bidder is a corporation duly
  incorporated, validly existing and in good standing under the laws
  of the State of Delaware.
  
  (b)  Corporate Authority.  Bidder has all necessary corporate power
  and authority to enter into to perform the obligations to be
  performed by it under and to consummate the transactions and other
  acts contemplated by this Offer to Purchase and any related
  agreements.  The execution, delivery and performance by Bidder of
  this Offer to Purchase and any related agreements have been duly
  authorized by all necessary corporate action of Bidder.  The
  execution and delivery of this Offer to Purchase and related
  agreements, the consummation of the transactions contemplated
  hereby and compliance with and fulfillment of the terms and
  provisions hereof by Bidder will not (a) conflict with or result in
  a breach of the terms, conditions or provisions of, or constitute
  a default under, the certificate of incorporation or by-laws of
  Bidder, or any agreement, mortgage, judgment, order, award, decree
  or other restriction to which Bidder is a party or by which any of
  its properties is bound; (b) require any affirmative approval,
  consent, authorization or other order or action of any court,
  governmental authority or regulatory body or of any creditor of
  Bidder except such as have been obtained; (c) conflict with or
  result in a breach of the terms, conditions or provisions of, or
  constitute a default under, any contract, indenture, trust
  agreement, trust instrument, note, bond, mortgage, agreement or
  other instrument or obligation to which Bidder is a party or by
  which it or any of its properties or assets may be bound
  (collectively, "Bidder Obligations"), or give any party with rights
  thereunder the right to terminate, accelerate, modify or otherwise
  change the rights or obligations of Bidder under  any of the Bidder
  Obligations; or (d) violate any judgment, order, writ, injunction,
  decree, law, statute, rule or regulation applicable to Bidder or
  any of its assets or properties.  This Offer to Purchase and all
  related agreements constitute the valid and binding obligation of
  Bidder enforceable against Bidder in accordance with its terms.
  
  14.  Indemnification.  Bidder shall indemnify and hold the Bank and
  Assignee harmless from and against any and all claims, actions,
  suits and proceedings (including costs and expenses and reasonable
  attorneys' fees) for which they may be liable or incur or be
  compelled to pay by reason of  the breach of any representation or
  warranty of Bidder contained in this Offer to Purchase or any
  related agreement.
  
  15.  Prohibitive Injunction or Law.  Neither party shall be
  obligated to consummate this Offer to Purchase for the duration of
  any prohibitive injunction or if prohibited by law. 
  
  16.  Miscellaneous. This Offer to Purchase may be signed in
  counterparts. The word "including," shall mean, "including, without
  limitation." Reference to "the Company" or "Assignee" shall be
  deemed to refer to the Company and Assignee, except where the
  context would otherwise require.
  
  17.  Complete Agreement.  This Offer to Purchase, including the
  schedules and exhibits attached hereto and the documents referred
  to herein, shall constitute the entire agreement among the parties
  hereto with respect to the subject matter hereof and shall
  supersede all previous negotiations, commitments and writings with
  respect to such subject matter.
  
  18.  Survival of Representations and Warranties.  All
  representations and warranties contained in this Offer to Purchase
  shall survive the termination and the consummation of the
  transactions called for by this Offer to Purchase.
  
  19.  Waiver; Discharge.  This Offer to Purchase may not be
  released, discharged, abandoned, changed or modified in any manner,
  except by an instrument in writing, signed on behalf of each of the
  parties hereto by their duly authorized representatives.  The
  failure of any party hereto to enforce at any time any of the
  provisions of this Offer to Purchase shall in no way be construed
  to be a waiver of any such provision or to affect the validity of
  this Offer to Purchase or any part thereof or the right of any
  party thereafter to enforce each and every such provision.  No
  waiver of any breach of this Offer to Purchase shall be held to be
  a waiver of any other or subsequent breach.
  
  If you have any questions, please do not hesitate to contact the
  undersigned.
  
  Very truly yours,
  
  CCA Industries, Inc.
  
  By:  
      Its:
  Accepted this _______ day
  of March, 1998.
  
  By                                 
  Alexander Knopfler, President of
  Renaissance Financial Restructuring, Inc.,
  Assignee for the Benefit of Creditors
  of Shiara, Inc.
  
  By                                 
  Marc I. Fenton
  Counsel for Bank One, Illinois, N.A.
  Schedule 1
       The Assets
  
  The Assets shall consist of all usable inventory, including raw
  materials, work in process, inventory in transit to the Company or
  Assignee, private labeled goods, finished goods and supplies
  (collectively, the "Inventory"), as further described herein and
  goodwill, customer lists and know-how. Title to all Inventory
  voluntarily left at the premises more than two (2) business days
  after the Closing Date shall revert to the Bank which will then
  have the right to dispose of or sell same.