LAMAUR CORP
10-Q, 1998-05-18
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                
===============================================================================
                                   FORM 10-Q
===============================================================================
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
===============================================================================

                  For the quarterly period ended March 31, 1998
===============================================================================

===============================================================================
                         Commission File Number 0-28174

                             The Lamaur Corporation
             (Exact name of registrant as specified in its charter)

Delaware                                                    68-0301547
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)             
                                

                    One Lovell Avenue, Mill Valley CA 94941
              (Address of principal executive offices) (Zip Code)

                                 (415) 380-8200
              (Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes [  ] No [ X ]

At April 30, 1998, there were 5,857,125 shares of the Registrants $.01 par
                        value Common Stock outstanding.

===============================================================================
<PAGE>



This quarterly report on Form 10-Q contains historical information and 
forward-looking statements. Statements looking forward in time are included in 
this Form 10-Q pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995, including statements regarding future performance
of WILLOW LAKE lines or the Companys ability to attain any particular level of
sales or to be or remain profitable in the future, the Companys ability to
meet working capital requirements for the remainder of 1998, and the Companys
ability to be in compliance with its loan agreement, and the Companys 
expectations regarding the sale of assets or its ability to achieve other 
strategic initiatives. They involve known and unknown risks and uncertainties 
that may cause the Companys actual results in future periods to be materially 
different from any future performance suggested herein. Further, the Company 
operates in an industry sector where securities values may be volatile and may 
be influenced by economic and other factors beyond the Companys control. 
In the context of the forward-looking information provided in this Form 10-Q 
and in other reports, please refer to the discussions of risk factors and 
investment considerations detailed in, as well as the other information 
contained in, the Companys filings with the Securities and Exchange Commission.



<PAGE>

<TABLE>
<CAPTION>

                            THE LAMAUR CORPORATION
                               Index to Form 10-Q
                                 March 31, 1998


                                                                      Page No.
<S>                                                              <C>
Part I - Financial Information

Item 1. Condensed Financial Statements (Unaudited)

        Balance Sheets as of March 31, 1998 and December 31, 1997          4

        Statements of Operations for the Three Months Ended                5
        March 31, 1998 and 1997

        Statements of Cash Flows for the Three Months Ended                6
        March 31, 1998 and 1997

        Notes to Condensed Financial Statements                            7

Item 2. Managements Discussion and Analysis of Financial Condition 
        and Results of Operations for the Three Months Ended 
        March 31, 1998 and 1997                                            8

Part II - Other Information                                                10

Signature                                                                  11


</TABLE>

<PAGE>


PART I. FINANCIAL INFORMATION
                 
               Item 1. Condensed Financial Statments
<TABLE>
<CAPTION>
                                        THE LAMAUR CORPORATION
                                       CONDENSED BALANCE SHEETS
                           (In thousands, except share and per share data)
                                             (Unaudited)

                                                                          March 31,       December 31,
                                                                             1998            1997
                                                                        --------------   --------------
<S>                                                                     <C>               <C>
ASSETS

Current Assets:
    Cash and cash equivalents................................................$.5,386.........$.6,465
    Receivables from DowBrands...................................................102.............741
    Accounts receivable, net..................................................14,632..........15,943
    Inventories...............................................................14,685..........15,523
    Prepaid expenses and other current assets....................................330.............453
                                                                        --------------   --------------
                                                                     
      Total current assets....................................................35,135..........39,125
                                                                     
Property, Plant and Equipment, Net............................................18,759..........19,131
                                                                     
Other Assets......................................................................61..............70
                                                                        --------------   --------------
                                                                     
    Total Assets............................................................$.53,955........$.58,326
                                                                        ==============   ==============
                                                                     
LIABILITIES AND STOCKHOLDERS' EQUITY                                 
                                                                     
Current Liabilities:                                                 
    Accounts payable........................................................$.13,424........$.14,592
    Accrued expense............................................................2,603...........4,666
    Accrued salaries, wages and employee-related expenses......................1,677...........2,211
    Current portion of long-term debt..........................................1,617...........1,612
    Payables to related parties....................................................-.............250
                                                                        --------------   --------------
                                                                     
      Total current liabilities...............................................19,321..........23,331
                                                                     
    Long-Term Debt............................................................22,292..........23,546
    Related Party Obligations......................................................-.............500
                                                                     
    Stockholders' Equity                                             
      Preferred stock, $.01 par value, 4,000,000 shares authorized:  
      Series A Preferred stock, $.01 par value, 1,000,000 shares issued
       and outstanding at March 31, 1998 and December 31, 1997.      
       ($10.0 million liquidation preference)..................................8,500...........8,500
      Series B Preferred stock, $.01 par value, 763,500 shares issued
       and outstanding at March 31, 1998 and December 31, 1997.      
       ($5.0 million liquidation preference)...................................5,000...........5,000
      Common stock, $.01 par value, 12,000,000 shares authorized,    
       5,857,125 and 5,747,544 shares issued and outstanding at      
       March 31, 1998 and December 31, 1997, respectively.........................59..............57
      Additional paid-in-capital..............................................20,627..........19,852
      Stock subscriptions receivable.............................................(50)............(50)
      Accumulated deficit....................................................(21,794)........(22,410)
                                                                        --------------   --------------
                                                                     
       Total stockholders' equity.............................................12,342..........10,949
                                                                        --------------   --------------
                                                                     
       Total Liabilities and Stockholders' Equity...........................$.53,955........$.58,326
     

                                                                          ==============   ==============

                              See notes to financial statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                           THE LAMAUR CORPORATION
                                     CONDENSED STATEMENTS OF OPERATIONS
                                   (In thousands, except per share data)
                                                (Unaudited)


                                                                                   Three Months Ended
                                                                                       March 31,
                                                                              -----------------------------
                                                                                  1998           1997
                                                                              -------------- --------------
<S>                                                                             <C>            <C>
Net Sales..........................................................................$.22,832.......$.26,280
                                                                             
Net Sales to DowBrands....................................................................-..........2,933
                                                                              -------------- --------------
                                                                             
Total Net Sales......................................................................22,832.........29,213
                                                                             
Cost of Goods Sold...................................................................13,041.........17,316
                                                                              -------------- --------------
                                                                             
Gross Margin..........................................................................9,791.........11,897
                                                                             
Selling, General and Administrative Expenses..........................................8,415.........13,128
                                                                              -------------- --------------
                                                                             
Operating Income (Loss)...............................................................1,376.........(1,231)
                                                                             
Interest Expense.......................................................................(813)..........(398)
                                                                             
Other Income.............................................................................53............192
                                                                              -------------- --------------
                                                                             
Net Income (Loss).......................................................................616.........(1,437)
                                                                             
Dividends on Series B Preferred Stock..................................................(100)..........(100)
                                                                              -------------- --------------
                                                                             
Net Income (Loss) Available to Common Shareholders....................................$.516.......$.(1,537)
                                                                              ============== ==============
                                                                             
Basic Income (Loss) per Common Share....................................................$.0.09........$.(0.27)
                                                                              ============== ==============
                                                                             
Average Number of Basic Common Shares Outstanding.....................................5,765..........5,646.
                                                                              ============== ==============
                                                                             
Diluted Income (Loss) per Common Share..................................................$.0.08........$.(0.27)
                                                                              ============== ==============
                                                                             
Average Number of Diluted Common Shares Outstanding...................................6,488..........5,646
                                                                              ============== ==============


                              See notes to financial statements

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                            THE LAMAUR CORPORATION
                                      CONDENSED STATEMENTS OF CASH FLOWS
                                                (In thousands)
                                                  (Unaudited)

                                                                                       Three Months Ended
                                                                                           March 31,
                                                                                --------------------------------
                                                                                     1998            1997

<S>                                                                                   <C>            <C>                      
Cash Flows From Operating Activities:
Net income (loss).......................................................................$.616.........$.(1,437)
    Adjustments to reconcile net income (loss) to net cash                  
    provided by (used in) operating activities:                             
         Utilization of DowBrands credits...................................................-.............(375)
         Loss on disposal of assets.........................................................3...............18
         Depreciation and amortization....................................................492..............376
         Effect of changes in:                                              
             Receivables................................................................1,950...........(3,253)
             Inventories..................................................................838...........(1,755)
             Prepaid expenses and other assets............................................123...............15
             Payables..................................................................(1,168).............144
             Accrued expenses..........................................................(2,697)..........(1,936)
                                                                                --------------  ---------------
                                                                            
         Net cash provided by (used in) operating activities..............................157...........(8,203)
                                                                            
Cash Flows From Investing Activities:                                       
    Additions to property, plant and equipment...........................................(114)............(463)
    Proceeds from sale of assets............................................................-...............11
                                                                                --------------  ---------------

         Net cash used in investing activities...........................................(114)............(452)
                                                                            
Cash Flows From Financing Activities:                                       
    Revolving credit agreement, net......................................................(844)...........3,814
    Borrowings of long-term debt............................................................-..............691
    Repayments of long-term debt.......................................................(1,155)............(322)
    Proceeds from sales of common stock, net..............................................877...............86
    Payment of preferred dividends..........................................................-.............(167)
                                                                                --------------  ---------------
                                                                            
         Net cash provided by (used in) financing activities...........................(1,122)...........4,102
                                                                                --------------  ---------------
                                                                            
Net Decrease in Cash and Cash Equivalents..............................................(1,079)..        (4,553)
Cash and Cash Equivalents at Beginning of Period........................................6,465...........12,081
                                                                                ==============  ===============
Cash and Cash Equivalents at End of Period............................................$.5,386..........$.7,528
                                                                                ==============  ===============


                                   See notes to financial statements

</TABLE>

<PAGE>

                             THE LAMAUR CORPORATION
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)
- - -------------------------------------------------------------------------------


1.    SIGNIFICANT ACCOUNTING POLICIES

The accompanying  condensed  financial  statements are unaudited and include all
adjustments,  which consist of only normal recurring  accruals,  that management
considered  necessary  to fairly  present the results  for such  periods.  These
financial statements should be read in conjunction with the financial statements
and notes contained in The Lamaur Corporations (the Company) Annual Report on
Form 10-K for the year ended December 31, 1997.  Results for interim periods are
not necessarily indicative of results for the full year.

Cash and Cash Equivalents - considers all investments with an original  maturity
of three months or less on their acquisition date to be cash equivalents.  These
investments  consist of U.S. Treasuries which at March 31, 1998 and December 31,
1997 were $4.3 million and $6.2  million,  respectively.  These U.S.  Treasuries
represent restricted securities which are maintained as collateral in support of
the revolving line of credit with Norwest Business Credit.

Earnings Per Share - Basic EPS is  calculated  using income  available to common
shareholders divided by the weighted average of common shares outstanding during
the year.  Diluted EPS is similar to Basic EPS except that the weighted  average
common  shares  outstanding  is  increased  to include the number of  additional
common shares that would have been outstanding if the dilutive outstanding, such
as options had been  exercised.  The treasury  stock method is used to calculate
dilutive  shares which reduces the gross number of dilutive shares by the number
of shares  purchasable from the proceeds of the options assumed to be exercised.
All prior year  earnings  per share have been  restated in  accordance  with the
provisions  of  Statement  of  Financial  Accounting  Standards  (SFAS) No. 128,
Earnings Per Share.

Comprehensive  Income - Effective January 1, 1998, the Company adopted Statement
of Financial Accounting Standards No. 130 (SFAS 130),  Reporting  Comprehensive
Income.  SFAS 130  requires  the  disclosure  of  comprehensive  income and its
components in the general-purpose  financial  statements.  For the periods ended
March 31, 1998 and 1997, the Company did not engage in  transactions  related to
foreign currency translation, unrealized gains in securities, or minimum pension
liability adjustments. Accordingly, comprehensive income equals net income.

Disclosures  About Segments of an Enterprise  and Related  Information - In June
1997, the Financial  Accounting  Standards  Board issued  Statement of Financial
Accounting  Standards  (SFAS)  No.  131,   Disclosures  about  Segments  of  an
Enterprise  and Related  Information,  which will be effective  for the Company
beginning  January  1, 1998.  SFAS 131  redefines  how  operating  segments  are
determined  and  requires   disclosure  of  certain  financial  and  descriptive
information about a companys operating  segments.  Lamaur has not yet completed
its  analysis  of  operating  segments  on  which  it will  report.  However,  a
preliminary  analysis has  concluded  that the current  reportable  segments are
consistent with the management approach methodology outlined in SFAS 131.

Reclassification - Certain  reclassifications have been made in the accompanying
financial statements in order to conform with the 1998 presentation.

<PAGE>

<TABLE>
<CAPTION>

Inventories are stated at the lower of weighted average cost or market and include the following:


                                                               March 31,       December 31,
                                                                 1998               1997
                                                            ----------------   ----------------
                                                                      (In thousands)
<S>                                                         <C>                 <C>                                                
Finished goods......................................................$.9,509............$.9,233

Work in process..........................................................92................ 93

Raw materials.........................................................5,084..............6,197
                                                            ----------------   ----------------
                                                       
    Total..........................................................$.14,685.......    $ 15,523
                                                            ================   ================
                                                       

</TABLE>


2.    ORGANIZATION AND OPERATIONS

The Company  develops,  formulates,  manufactures and markets personal hair care
products,  consisting of shampoos,  conditioners,  hair sprays,  permanent  wave
products and other styling aids,  for both consumer and  professional  hair care
markets.

Item 2. Managements  Discussion and Analysis of Financial Condition and Results
of Operations for the Three Months Ended March 31, 1998 and 1997

Total net sales for the  quarter  ended  March 31,  1998,  were  $22.8  million,
compared  with $29.2  million  for the same  period in 1997,  a decrease of $6.4
million or 21.8%.  The  decrease  in net sales for the  quarter  ended March 31,
1998, is principally due to the decline in sales of contract  manufacturing as a
result of the expiration of the  manufacturing  agreement with DowBrands and the
decline in sales of Perma Soft,  Salon  Style and Style.  In 1997 the Company
was  manufacturing  product for  DowBrands  under an agreement  which expired in
November 1997.  There were no sales to DowBrands for the quarter ended March 31,
1998 as compared  with $2.9  million for the same period in 1997.  Perma  Soft,
Salon  Style and Style had sales  declines of $2.3  million,  $1.9 million and
$1.3 million  respectively  during the quarter ended March 31,1998,  as compared
with the same  period  in 1997.  Perma  Soft,  Salon  Style  and  Style  have
continued to decline in sales since management  began its turnaround  efforts in
the first  quarter of 1996.  Management  believes that sales of these brands are
likely to continue to decline but at a much lower rate.

The Company  experienced sales growth from Willow Lake during the first quarter
ended  March 31, 1998 as compared  with the same period in 1997.  The  increased
sales of Willow Lake in 1998 are principally  attributable to the launch of the
Willow Lake fixative line which started shipping in the fourth quarter of 1997.
Willow Lake the Companys premium-priced retail hair care product line targeted
for the Naturals category and positioned as Natures Prescription for Beautiful
Hair was introduced in the fourth quarter of 1996.  Continued  sales growth of
Willow  Lake will be in part  dependent  upon  competition  from other  brands,
consumer acceptance and marketing support behind this brand.

Gross margin as a  percentage  of net sales was 42.9% for the three months ended
March  31,  1998,  as  compared  with  40.7% for the same  period  in 1997.  The
improvement  in the  gross  margin  as a  percentage  of net sales for the three
months ended March 31, 1998, is  principally  due to a change in product mix and
increased sales of higher margin Willow Lake products.

Selling,  general and administrative  expenses (SG&A) were $8.4 million or 36.9%
of net sales for the three months ended March 31, 1998,  as compared  with $13.1
million or 44.9% of net sales for the same period last year,  a decrease of $4.7
million.  The decrease is principally  attributed to a reduction in marketing of
$3.7  million,  general and  administrative  of  approximately  $0.6 million and
freight  and  brokerage  of  approximately  $0.4  million.  In 1997 the  Company
increased its marketing to support the launch of Willow  Lake.  The  investment
spending for Willow Lake has been  substantially  reduced in 1998.  In addition
the Company has reduced  marketing for selected  brands which have  continued to
experience  sales  declines.  The  Company  plans to reduce  its 1998  marketing
support  to a level  more  consistent  with its 1996  spending.  There can be no
assurance  concerning the future performance of Willow Lake and other brands or
the  Companys  ability  to  attain  any  particular  level  of  sales  or to be
profitable  in the future with the lower level of  marketing.  The  reduction in
freight and brokerage is partially  attributable to the sales decline previously
discussed.

Interest expense  increased to $0.8 million for the three months ended March 31,
1998, as compared  with $0.4 million in the same period last year.  The increase
in interest expense is principally  attributable to higher  borrowings under the
Companys  revolving line of credit with Norwest  Business Credit to support the
Companys working capital needs, the increased  interest rate invoked by Norwest
as a result of the Company being out of compliance  with certain  financial loan
covenants  during a portion of 1997,  and fees related to the loan  amendment in
March 1998.
         
As a result of the  foregoing  factors,  net income for the three  months  ended
March 31, 1998 was $0.6 million compared with a net loss of $1.4 million for the
same period in 1997.

Liquidity and Capital Resources

The  Companys  net  working  capital  of $15.8  million  at March 31,  1998 was
unchanged as compared with December 31, 1997.
 
As of March 31, 1998, the amounts  outstanding under the Companys revolving and
term loan  facilities  were $16.8  million and $5.9  million,  respectively,  as
compared with $17.7 million and $6.2 million,  respectively,  as of December 31,
1997. In March 1998, Norwest Business Credit amended the loan agreement with the
Company.  The  amendment  provided for setting 1998  financial  covenants on the
credit  facility and  increased  the interest  rate on the revolver from 1.5% to
2.5% above the base rate and  increased  the interest rate on the term loan from
1.75% to 2.75% above the base rate. The interest rates on the loans are variable
and are tied to Norwest  Banks base rate which at March 31, 1998 was 8.5%.  The
interest  rates on the revolver and the term loan are  currently  11% and 11.25%
respectively.  In  addition  Norwest  lowered  the  advance  rates  on  eligible
receivables  by 5% points and  eligible  inventory  by 6% points.  The term loan
requires monthly  principal  payments of $116,666.  The revolving line of credit
and term loan with  Norwest  are secured by all of the assets of the Company and
are payable in full by November 15, 2000.

In March 1998 Intertec Holdings,  L.P. purchased 109,581 shares of the Companys
common stock at $8.00 per share under a stock purchase agreement entered into in
March 1996  between  the Company  and  Intertec  Holdings,  L.P.  This  purchase
fulfills the total shares  obligated  for  purchase by Intertec  Holdings,  L.P.
under the agreement of 146,107.

In March 1998 the Company paid down the remaining  balance of $750,000 on a note
payable to  Intertec  Holdings,  L.P.  for a license  fee  pursuant to a license
agreement for its proprietary  technology between the Company and Intertec Ltd.,
a limited partnership controlled by the Companys Chairman of the Board.

Total accounts payable  exceeding their normal payment terms were  approximately
$6.0 million as of March 31, 1998.  Because the Company has announced its intent
to obtain  financing,  and or  establish  an alliance  through a merger or sale,
major trade  creditors and other creditors have extended their normal terms to
allow the Company additional time to make payments. The Company is operating its
business to preserve  working capital in order to pay the Companys  current and
extended obligations. To date the Company has been able to make timely shipments
to its  customers.  As of March 31, 1998,  the Company is $300,000 in arrears on
the payment of dividends on its Series B preferred  stock.  The preferred  stock
provides for an annual dividend of $400,000, payable quarterly.

In March 1998 the Company retained the investment banking firm of McCabe,  Mintz
& Company,  L.L.P. to explore  strategic  alternatives  to maximize  stockholder
value. While the Company was profitable in the first calendar quarter,  revenues
expected  for  future  periods  may not  generate  sufficient  cash to meet  the
Companys  current  operating needs as well as satisfy its extended  obligations.
The  Company  is  actively  exploring  the sale of  assets  or  other  strategic
alternatives to generate cash. However, noassurance can be given that such asset
sales, strategic alternatives or other financing activity will occur or that the
terms thereof will be favorable to the Company. The Company finances its ongoing
operations  through its credit agreement with Norwest Bank and by extended terms
from its creditors. The Company is currently in compliance with all covenants in
its agreements with Norwest, but no assurance can be given that the Company will
continue  to be in  compliance  with such  covenants.  Norwest  holds a security
interest in substantially all of the Companys assets, including cash.
<PAGE>

                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings.  None.

Item 2.       Changes in Securities and Use of Proceeds.

The Company  sold  109,581  shares of Common  Stock to Intertec  Holdings on the
terms  and for the  purpose  as  described  under  Managements  Discussion  and
Analysis.  Such shares were sold pursuant to Section 4(2) of the  Securities Act
of 1933.

Item 3.       Defaults Upon Senior Securities.

On March 31,  1998,  the  Company  failed to pay a dividend  of  $100,000 on its
Series B Preferred Stock and is in arrears in the aggregate amount of $300,000.

Item 4.       Submission of Matters to a Vote of Security Holders.  None.

Item 5.       Other Information.  None.

Item 6.       Exhibits and Reports on Form 8-K.

                (a)      Exhibits.  See exhibit index.

                (b)      Reports on Form 8-K.  None.

<PAGE>

                               SIGNATURE


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 thereunto duly authorized.


                              THE LAMAUR CORPORATION 
                              (Registrant) 




                              _________________________________
  DATE: May 15, 1998          /s/ John D. Hellmann 
                              Vice President-Finance and Chief Financial Officer
                              (Principal Financial and Accounting Officer)


<PAGE>

                             Exhibit Index

Exhibit Number
10.17  Amendment to Sublease  between  Registrant  and  Intertec,  a division of
       Innovative Capital  Management,  Inc
 
10.18 The Lamaur Corporation 1998 Corporate
      Cash Bonus Plan

<PAGE>


                              AMENDMENT TO SUBLEASE

The Lamaur Corporation (Lamaur) and Intertec, a division of Innovative Capital
Management, Inc. (Intertec) hereby agree as of March 31, 1998 to the amendment
of the Sublease dated October 1, 1996 as follows:

As of March 31, 1998,  Lamaurs sublease of 1,784 square feet on the first floor
at One Lovell Avenue (the Terminated Space) shall terminate. Lamaur shall have
no further obligations to Intertec with respect to the Terminated Space.

Paragraph  1.1  of  the  Sublease  is  amended  to  read  in  full  as  follows:
Sublandlord  hereby  leases  to  Subtenant  and  Subtenant  hereby  hires  from
Sublandlord  the  portion of the  Building  (approximately  4,224  square  feet)
primarily located on the second floor at One Lovell Avenue  (hereinafter  called
the Premises) for a term (hereinafter  called the Sublease Term) to commence
on the date hereof (hereinafter called the Sublease  Commencement Date) and to
end on the day  preceding  the  expiration  of the  Overlease,  as  same  may be
extended in  accordance  with the  provisions  thereof  (hereinafter  called the
Sublease  Expiration Date), at an annual fixed rent (hereinafter called fixed
annual rent) of $76,032 per annum,  to be paid by Subtenant to  Sublandlord  at
Sublandlords  office (or such other location as Sublandlord shall designate) in
equal monthly  installments of $6,336 in advance, on the first day of each month
during the  Sublease  Term  without any setoff,  offset,  abatement or reduction
whatsoever.  Sublandlord  shall not, without the consent of Subtenant (which, so
long as Subtenant is fully performing hereunder,  may be withheld in Subtenants
sole  discretion),  modify the  Overlease  or  exercise  any  option  granted to
Sublandlord so as to provide for the  termination of the Overlease  prior to the
Sublease Expiration Date.

THE LAMAUR CORPORATION              INTERTEC


By__________________________                By_________________________
Donald E Porter, Vice President             Sandra L Hoff, Vice President


Consented:
RAINIER CONCEPTS, LTD.


By_____________________________
Partner




<PAGE>

                             THE LAMAUR CORPORATION
                         1998 CORPORATE CASH BONUS PLAN

1. Purpose of the Plan: The purposes of this Plan are to recognize the Directors
and employees in positions of  responsibility  at Corporate  Headquarters and to
provide  additional  incentives  for those  Directors  and  employees to achieve
corporate objectives.

The Plan is intended to provide  additional  cash  compensation  to employees at
Corporate  Headquarters  since  several  of the base  salary  levels  for  these
employees  have  been set  below  the  levels  of  comparable  positions  at the
divisional  office as well as below the  levels of other  companies  of  similar
size.  The Plan is also  intended to provide  additional  cash  compensation  to
Directors  since  cash  compensation  has been set  below  the  levels  of other
companies of similar size.

2. Eligibility under the Plan.  Persons eligible for cash bonuses under the plan
shall be those individuals in the following categories:  Corporate:  All current
officer  or manager  employees  of the  Company  (other  than Don G Hoff)  whose
present  location of employment is corporate  headquarters;  and Directors:  All
members of the Board of Directors of the Company (other than Don G Hoff).

3. Cash Available  Under the Plan. The total cash available for  distribution as
bonuses under the Plan shall be $300,000.  No more than $150,000 in cash bonuses
shall  be made to  corporate  participants  and no more  than  $150,000  in cash
bonuses shall be made to director  participants.  Cash available  under the Plan
shall not  include  any  additional  payments  made  pursuant  to the  following
paragraph.

In the event a cash bonus  hereunder plus other severance  payments  (including,
without limitation,  stock options) received by a participant may in the view of
Don G Hoff subject such participant to the excise tax imposed by Section 280G of
the Internal  Revenue Code, an  additional  gross-up  payment may be made by the
Company such that the net amount retained by the participant, after deduction of
any excise tax, and excise tax upon the additional payment(s) provided, shall be
equal to the cash bonus hereunder plus other severance payments.

4. Sale of the Company.  Bonuses  shall only be payable  after the signing of an
agreement providing for the Sale (as hereinafter  defined) of the Company.  Sale
shall mean either of the following:
         
(i) Any  person  (as such  term is used in  Sections  13(d)  and  14(d) of the
Securities  Exchange  Act of 1934,  as amended)  is or becomes  the  beneficial
owner (as defined in Rule 13d-3 under said Act),  directly  or  indirectly,  of
securities  of the Company  representing  50% or more of the total  voting power
represented by the Companys then outstanding  voting securities (other than any
person  who owns in  excess  of 20% of such  total  voting  power as of the date
hereof); or

(ii) The  stockholders of the Company approve a merger or  consolidation  of the
Company with any other corporation, or the stockholders of the Company approve a
plan of  complete  liquidation  of the Company or an  agreement  for the sale or
disposition by the Company of all or substantially  all of the Companys assets,
or the sale or other  disposition  by the Company  (with or without  stockholder
approval)  of a brand or all or  substantially  all of the  assets  of the Salon
Group, the Retail Group or the Custom Manufacturing Group.


5. Administration.  The Plan shall be administered by Don G Hoff, and the amount
and timing of bonuses,  if any, and the selection of an eligible  participant to
receive  a bonus  shall be at the  discretion  of Don G Hoff.  Mr.  Hoff is also
authorized  to  determine  whether an  agreement  providing  for the Sale of the
Company has occurred.

6. Termination.     The Plan shall terminate on January 31, 1999.


<PAGE>



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                                        0001011154                        
<NAME>                                       The Lamaur Corporation
<MULTIPLIER>                                 1000
<CURRENCY>                                   cash
       

<S>                                          <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1
<CASH>                                         5,386
<SECURITIES>                                   0
<RECEIVABLES>                                  15,373
<ALLOWANCES>                                   639
<INVENTORY>                                    14,685
<CURRENT-ASSETS>                               35,135
<PP&E>                                         22,279
<DEPRECIATION>                                 3,520
<TOTAL-ASSETS>                                 53,955
<CURRENT-LIABILITIES>                          19,321
<BONDS>                                        22,292
                          0
                                    13,500
<COMMON>                                       59
<OTHER-SE>                                     (1,217)
<TOTAL-LIABILITY-AND-EQUITY>                   53,955
<SALES>                                        22,832
<TOTAL-REVENUES>                               22,832
<CGS>                                          13,041
<TOTAL-COSTS>                                  13,041
<OTHER-EXPENSES>                               8,415
<LOSS-PROVISION>                               25
<INTEREST-EXPENSE>                             813
<INCOME-PRETAX>                                616
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            616
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   616
<EPS-PRIMARY>                                  0.09
<EPS-DILUTED>                                  0.08
        



</TABLE>


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