AGREEMENT FOR SALE AND PURCHASE

AGREEMENT FOR SALE AND PURCHASE

               THIS AGREEMENT FOR SALE AND PURCHASE (the "Agreement") dated as of March 29, 2005 (the "Effective Date"), by and between ELIZABETH ARDEN, INC., a Florida corporation (the "Seller") and NINA ELAZAR (the "Buyer").

W I T N E S S E T H :

                In consideration of the sum of Ten Dollars ($10.00), other good and valuable consideration and the covenants in this Agreement, Seller and Buyer hereby agree as follows:

ARTICLE 1

Purchase and Sale

                1.1      The Property . Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, (a) Seller's fee simple title interest in that certain real property located in Miami-Dade, County, Florida and more particularly described on Schedule 1.1-A attached hereto and made a part hereof, together with any buildings, improvements, and fixtures (excluding the "Seller's Personal Property and Fixtures" to the extent deemed fixtures) owned by Seller and located thereon (collectively, the "Real Property"), including specifically, those fixtures more particularly described on Schedule 1.1-B attached hereto and made a part hereof (the "Buyer's Fixtures"), and (b) the personal property now owned by Seller (excluding the Seller's Personal Property and Fixtures to the extent deemed personal property), located in or upon the Real Property and more particularly described on Schedule 1.1-C attached hereto and made a part hereof (collectively, the "Personal Property"). The Real Property and the Personal Property collectively shall be referred to as the "Property." As used in this Agreement, the term "Seller's Personal Property and Fixtures" shall collectively mean all of the Seller's personal property, fixtures, materials, equipment and machinery as more particularly described on Schedule 1.1-D attached hereto and made a part hereof, which Seller's Personal Property and Fixtures are hereby expressly excluded from the sale of the Property and shall remain the property of the Seller after the Closing (as defined below), unless Buyer elects to exercise the Options (as defined below).

                1.2     [*]

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ARTICLE 2

Purchase Price

                2.1      Amount and Payment .  [*], the total purchase price for the Property shall be [*] (the "Purchase Price"), which Purchase Price shall be payable to Seller as follows:

                         (a)      Initial Deposit .  Upon the execution of this Agreement, Buyer shall deliver to the trust account of Robert G. Monas, P.A. (the "Escrow Agent") an initial deposit in the amount of FIFTY THOUSAND DOLLARS ($50,000.00) (the "Initial Deposit").

                         (b)      Second Deposit .  Provided Buyer has not delivered the Termination Notice (as defined below) prior to the expiration of the Inspection Period and subject to Section 5.2, the Buyer shall (prior to the expiration of the Inspection Period) deliver to the Escrow Agent a second deposit in the amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the "Second Deposit").

                         (c)      Third Deposit .  Provided Buyer has not delivered the Termination Notice (as defined below) prior to the expiration of the Inspection Period, within one hundred five (105) days after the Effective Date, the Buyer shall deliver to the Escrow Agent a third deposit in the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the "Third Deposit").

                         (d)      Fourth Deposit .  Provided Buyer has not delivered the Termination Notice (as defined below) prior to the expiration of the Inspection Period, within one hundred twenty (120) days after the Effective Date, the Buyer shall deliver to the Escrow Agent a fourth deposit in the amount of TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00) (the "Fourth Deposit"). The Initial Deposit, Second Deposit, Third Deposit and Fourth Deposit shall be held in an interest bearing account and collectively shall be referred to as the "Deposit". The Deposit shall be held by the Escrow Agent in an interest bearing account and disbursed in accordance with the terms and conditions of this Agreement. Except in the event of a Buyer Default (as defined below), all interest shall accrue to Buyer. At Closing, the Deposit shall be credited against the Purchase Price and wire transferred to Seller by the Escrow Agent.

                         (e)      Balance to Close .  At the Closing, Buyer shall pay to the Seller by wire transfer of federal funds the balance of the Purchase Price, [*], plus or minus prorations and adjustments as provided in this Agreement (the "Cash To Close").

ARTICLE 3

Closing Date

                3.1      Closing .  The purchase and sale of the Property contemplated by this Agreement (the "Transaction") shall be completed through a closing (the "Closing"), which Closing shall

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occur at the offices of Buyer's counsel, on or before date mutually acceptable to Seller and Buyer that is not later than July 31, 2005 (the "Closing Date"), provided that if Seller elects (or is required) to cure the Title Defects (both as defined below) pursuant to Paragraphs 5.2 and 5.4 of this Agreement, respectively, then the Closing Date shall be extended (if necessary) to the second (2 ^nd ) Business Day following the expiration of the Cure Period or the Survey Cure Period (both as defined below).

ARTICLE 4

Title to the Property

               4.1      Real Property .  Seller shall convey to Buyer good and marketable fee simple title to the Real Property by special warranty deed (the "Deed") containing special covenants and special warranties of title, subject to the permitted exceptions set forth on Schedule 4.1 attached hereto and made a part hereof (collectively, the "Permitted Exceptions").

               4.2      Service Contracts .  Seller also shall transfer the Personal Property, if any, and convey title to the Real Property, subject to the contracts, licenses, service contracts, miscellaneous agreements and maintenance agreements set forth on Schedule 4.2-A attached hereto and made a part hereof (collectively, the "Service Contracts"), which Service Contracts shall be assigned by Seller and assumed by Buyer at Closing pursuant to an assignment and assumption agreement in the form attached hereto as Schedule 4.2-B and made a part hereof (the "Assignment and Assumption of Service Contracts").

               4.3      Personal Property .  Seller shall convey to Buyer title to the Personal Property, if any, by bill of sale with special warranty of title, but without warranty of fitness or merchantability (the "Bill of Sale").

ARTICLE 5

Evidence of Title and Survey

               5.1      Evidence of Title .  Within five (5) business days from the Effective Date, the Seller shall deliver to Buyer a mortgagee title insurance policy relating to the property (the "Prior Title Policy"). Prior to the expiration of the Inspection Period, the Buyer shall cause a title agent designated by the Buyer (the "Title Agent") to issue to Buyer (and deliver a copy to Seller of) an owner's title insurance commitment relating to the Real Property (the "Title Commitment"), underwritten by a nationally recognized title insurance company (the "Title Company"). Upon recordation of the Deed, the Buyer shall cause the Title Agent to issue an owner's title insurance policy in the amount of the Purchase Price (the "Title Policy"), which Title Policy shall insure Buyer's fee simple interest in the Real Property.

               5.2      Title Matters .  Buyer shall have until the expiration of the Inspection Period (the "Title Review Period") to review the Title Commitment. If Buyer discovers any Title Defects, Buyer shall give written notice to Seller of the Title Defects before the expiration of the Title Review Period. Following the Title Review Period, if Buyer discovers any Title Defects which post-date the

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effective date of the Title Commitment, Buyer shall give written notice to Seller of the Title Defects within three (3) days from the date Buyer discovers said Title Defects (the "Objection Period"). "Title Defects" shall mean any matters or title exceptions which render title to the Real Property unmarketable in accordance with the applicable title standards adopted by the Florida Bar, excluding (i) the Permitted Exceptions, and (iii) all title matters set forth in or disclosed by the Title Commitment and/or the Prior Title Policy which were not timely objected to as Title Defects by the Buyer in accordance with the terms of this Paragraph 5.2.

               In the event Buyer notifies Seller in writing of any Title Defects before the expiration of the Title Review Period and/or the Objection Period, as applicable, Seller shall have up to sixty (60) days from receipt of Buyer's written notice (the "Cure Period") to cure the Title Defects which have been noted by Buyer in its notice to Seller; provided that, Seller, in its sole discretion, shall determine whether it shall attempt to cure the Title Defects (and the Closing Date shall be extended until the expiration of the Cure Period if Seller elects to cure the Title Defects). Seller shall advise Buyer in writing whether it will attempt to cure the Title Defects within ten (10) days of Seller's receipt of Buyer's written notice regarding the existence of said Title Defects (and the time for delivery of any Deposit to the Escrow Agent due during this time period shall be extended until two (2) business days after Seller provides its notice to Buyer whether it shall attempt to cure the Title Defects). Buyer specifically acknowledges that Seller shall not be obligated to cure the Title Defects. Should Seller be unsuccessful in curing the Title Defects before the expiration of the Cure Period or should Seller be unwilling to cure the Title Defects, Buyer shall elect within five (5) Business Days of the expiration of the Cure Period or within five (5) Business Days of Buyer's receipt of Seller's notice that Seller is unable or unwilling to cure the Title Defects, as applicable, to either (i) accept title to the Real Property as it then is and proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price, or (ii) terminate this Agreement and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Title Defects or if Seller is successful in curing the Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Also, if Buyer fails to object in writing to any Title Defects before the expiration of the Title Review Period and/or the Objection Period, as applicable, then such failure shall constitute Buyer's acceptance and approval of status of title to the Real Property, such Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated to cure the following items (the "Mandatory Cure Items"), whether described in the Title Commitment, or first arising or first disclosed by the Title Company (or otherwise to the Buyer) after the effective date of the Title Commitment: any mortgage lien granted by the Seller encumbering the Property. Notwithstanding anything to the contrary set forth herein, if prior to closing, Seller fails to cure all Mandatory Cure Items, the Buyer may either: (1) terminate this Agreement by written notice to Seller and receive a refund of the Deposit or (2) proceed to close on the Transaction and deduct from the Purchase Price a sum equal to the aggregate amount necessary to cure the Mandatory Cure Items.

               5.3      Survey .  Within five (5) days from the Effective Date, the Seller shall, to the extent within Seller's possession, deliver to Buyer a print of the survey obtained by the Seller in connection with Seller's acquisition of the Property (the "Prior Survey"). Prior to the expiration

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of the Inspection Period, the Buyer may order, at Buyer's expense, a survey of the Real Property prepared in accordance with the "Minimum Standard Detail Requirements for Land Title Surveys" jointly established and adopted in 1988 by the American Land Title Association and the American Congress on Surveying and Mapping (the "Survey").

               5.4      Survey Matters .  Buyer shall have until the expiration of the Inspection Period (the "Survey Review Period") to review the Survey. If Buyer discovers any Survey Title Defects (as defined below), Buyer shall give written notice to Seller of the Survey Title Defects before the expiration of the Title Review Period. "Survey Title Defects" shall mean any encroachments, easements, overlaps or other survey matters which render title to the Real Property unmarketable, excluding (i) the Permitted Exceptions and (ii) all encroachments, easements, overlaps and other survey matters set forth on or disclosed by the Survey and/or the Prior Survey which were not timely objected to as Survey Title Defects by the Buyer in accordance with the terms of this Paragraph 5.4 before the expiration of the Survey Review Period.

               In the event Buyer notifies Seller in writing of any Survey Title Defects before the expiration of the Inspection Period, Seller shall have up to sixty (60) days from receipt of Buyer's written notice (the "Survey Cure Period") to cure the Survey Title Defects which have been noted by Buyer in its notice to Seller; provided that, Seller, in its sole discretion, shall determine whether it shall attempt to cure the Survey Title Defects (and the Closing Date shall be extended until the expiration of the Survey Cure Period if Seller elects to cure the Survey Title Defects). Seller will advise Buyer in writing whether it will attempt to cure the Survey Title Defects within ten (10) days of Seller's receipt of Buyer's written notice regarding the existence of said Survey Title Defects. Buyer specifically acknowledges that Seller shall not be obligated to cure the Survey Title Defects. Should Seller be unsuccessful in curing the Survey Title Defects before the expiration of the Survey Cure Period or should Seller be unwilling to cure the Survey Title Defects, Buyer shall elect within five (5) Business Days of the expiration of the Survey Cure Period or within five (5) Business Days of Buyer's receipt of Seller's notice that Seller is unable or unwilling to cure the Survey Title Defects, as applicable, to either (i) accept title to the Real Property as set forth on and disclosed by the Survey and proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price, or (ii) terminate this Agreement and demand a refund of the Deposit which shall be returned to Buyer, whereupon neither party shall have any further liability or obligations hereunder except for those liabilities and obligations which by the terms hereof expressly survive the termination of this Agreement. If there are no Survey Title Defects or if Seller is successful in curing the Survey Title Defects, then Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price. Also, if Buyer fails to object in writing to any Survey Title Defects before the expiration of the Survey Review Period, then such failure shall constitute Buyer's acceptance and approval of status of title to the Real Property as set forth on and disclosed by the Survey, such Survey Title Defects shall be deemed to be Permitted Exceptions, and Seller and Buyer shall proceed to close the Transaction pursuant to the Terms of this Agreement without a reduction in the Purchase Price.

ARTICLE 6

Inspections

               6.1      Inspections .  Within five (5) days after the Effective Date, Seller shall deliver to Buyer (to the extent not already delivered to Buyer prior to the Effective Date) copies of any and all

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service contracts, appraisals, blueprints, soil tests, soil reports, environmental audits and engineering reports to the extent such items are in Seller's possession (collectively, the "Due Diligence Documents"). The Buyer shall have a seventy-five (75) day period commencing on the Effective Date (the "Inspection Period") to perform or cause to be performed all inspections and analyses relating to the Property that Buyer deems appropriate and necessary, including but not limited to reviewing Property-related agreements, licenses, permits, performing physical inspections, analyses, surveys, measurements, environmental tests (including, without limitation, testing of soil conditions and emissions and for the presence or absence of hazardous materials on or about the Property), and performing financial, land use, zoning and legal analysis regarding Buyer's intended use of the Property and general due diligence regarding compliance with applicable laws, regulations and ordinances (collectively, the "Inspections"). If Buyer is not satisfied with the result of the Inspections, Buyer may terminate this Agreement by giving Seller written notice of termination (the "Termination Notice") prior to the expiration of the Inspection Period. If Buyer gives the Termination Notice prior to the expiration of the Inspection Period, then this Agreement shall terminate and the Deposit shall be returned to the Buyer. Upon termination of this Agreement, Buyer shall promptly return all Due Diligence Documents to the Seller. The Buyer specifically acknowledges and agrees that Seller shall not be obligated to remedy, correct or cure any Property related defect(s) or other matter(s) disclosed by the Inspections, including any environmental condition. If the Buyer fails to deliver the Termination Notice prior to the expiration of the Inspection Period, then such failure to timely deliver the Termination Notice shall constitute Buyer's approval of the results of the Inspections, and Seller and Buyer shall proceed to close the Transaction pursuant to the terms of this Agreement without a reduction in the Purchase Price.

               All physical Inspections of the Property shall be performed by professional and licensed entities maintaining proper insurance (as reasonably determined by the Seller), including, without limitation, the insurance coverage set forth in Paragraph 6.4 of this Agreement. Buyer shall pay all costs of the Inspections and Buyer shall immediately upon receipt, provide Seller with the results of the Inspections. If Buyer shall intend to carry out any Inspections involving the physical disturbance of any portion of the Property, Buyer shall give Seller at least three (3) Business Days prior written notice of such intention and the conduct of such Inspection shall be subject to Seller's reasonable regulations. If requested by Seller, Buyer and its agents shall be accompanied by a representative of Seller when conducting any Inspections on the Property. Buyer shall repair any damage to the Property caused by the Inspections. Buyer shall indemnify and hold Seller harmless from and against any and all damages, expenses, claims or liabilities for personal injury or property damage caused by, arising out of or relating to the Inspections. The indemnity and hold harmless agreements set forth in this paragraph shall survive Closing and shall not be limited or eliminated by any provision terminating this Agreement.

               6.2      Inspection Reports .  Buyer hereby agrees that if the Transaction does not close for any reason whatsoever, Buyer shall deliver to Seller copies of all engineering, environmental and hazardous materials reports prepared or obtained by Buyer and also return to Seller all documents, surveys or other written information of whatever kind or nature in the possession of Buyer which have been provided by Seller in connection with the Transaction.

               6.3      Satisfactory Inspections .  Buyer's failure to terminate this Agreement in accordance with the provisions of Article 6 shall constitute Buyer's acknowledgment that it is satisfied with the results of the Inspections and Buyer accordingly shall proceed to close the Transaction in accordance with the terms of this Agreement.

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               6.4      Indemnification .  Seller shall have no liability to Buyer or Buyer's agents, representatives or contractors resulting from their entry upon the Property and the conduct of the Inspections thereon. The provisions of this paragraph shall survive Closing and shall not be limited or eliminated by any provision terminating this Agreement.

ARTICLE 7

" AS IS" Sale

               7.1      No Representations or Warranties . Except for the Seller's Limited Representations (as defined below), the Buyer acknowledges that Seller has made no representations or warranties of any nature whatsoever express or implied, with respect to the Property (including without limitation any representations or warranties as to habitability, merchantability, fitness for a particular purpose; title (other than Seller's limited warranty of title to be set forth in the Deed); the quantity, quality or condition of the Property; the suitability of the zoning thereof; the availability of permits relating thereto; the suitability of the Property for any particular use or purpose; any tax consequences relating to the Transaction; Property-related governmental approvals; the compliance of the Property with any governmental laws (including without limitation the Americans with Disabilities Act); the truth, accuracy or completeness of any of the Due Diligence Documents; or the environmental or physical condition of the Property. ) Buyer further acknowledges that except for the Seller's Limited Representations, it is relying solely upon its own Inspections and is not relying upon any information, document, environmental assessment, map, sketch, projection, pro forma statement, representation, guaranty or warranty (whether express or implied, oral or written, material or immaterial) given or that may have been given by or made on behalf of Seller, or any of its agents, brokers, consultants, employees, officers, members, managing members, partners, affiliates, trustees, beneficiaries, directors or shareholders, including, without limitation, the Due Diligence Documents. The Buyer specifically acknowledges that the Seller has delivered to Buyer the Prior Title Policy, Prior Survey and all other Due Diligence Documents without any representation