CURTIS HELENE INDUSTRIES INC /DE/, SC 13D, 1996-02-20

CURTIS HELENE INDUSTRIES INC /DE/
SC 13D, 1996-02-20
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Helene Curtis Industries, Inc.
(Name of Issuer)

Common Stock and Class B Common Stock
(Title of Class of Securities)

423236 10 8
(CUSIP Number)

Copy to:

Ronald J. Gidwitz Robert F. Wall, Esq.
Helene Curtis Industries, Inc. Winston & Strawn
325 North Wells Street 35 West Wacker Drive
Chicago, Illinois 60610 Chicago, Illinois 60601
(312) 661-0222 (312) 558-5600

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 13, 1996
(Date of Event which Requires
Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

Page 1 of 33
<PAGE> 2

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

Page 2 of 33
<PAGE> 3

CUSIP No. 423236 10 8

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Gidwitz Family Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) [ ]

6 CITIZEN OR PLACE OF ORGANIZATION
Illinois

NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 2,084,197 Shares of Class B Common Stock

OWNED BY EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH 2,084,197 Shares of Class B Common Stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,084,197 Shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.5% of outstanding Class B Common Stock;
21.1% of outstanding Common Stock (as converted)

14 TYPE OF REPORTING PERSON*
PN

Page 3 of 33
<PAGE> 4

CUSIP No. 423236 10 8

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

HCI Partnership

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) [ ]

6 CITIZEN OR PLACE OF ORGANIZATION
Illinois

NUMBER OF 7 SOLE VOTING POWER
-0-
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 569,909 Shares of Class B Common Stock

OWNED BY EACH 9 SOLE DISPOSITIVE POWER
-0-
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH 569,909 Shares of Class B Common Stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
569,909 Shares of Class B Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7% of outstanding Class B Common Stock;
5.8% of outstanding Common Stock (as converted)

14 TYPE OF REPORTING PERSON*
PN

Page 4 of 33
<PAGE> 5

CUSIP No. 423236 10 8

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Ronald J. Gidwitz

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS*
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR (e) [ ]

6 CITIZEN OR PLACE OF ORGANIZATION
United States

NUMBER OF 7 SOLE VOTING POWER
120,000 Shares of Class B Common Stock
58,957 Shares of Common Stock
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 296,945 Shares of Class B Common Stock
25,400 Shares of Common Stock

OWNED BY EACH 9 SOLE DISPOSITIVE POWER
120,000 Shares of Class B Common Stock
58,957 Shares of Common Stock
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON WITH 296,945 Shares of Class B Common Stock
25,400 Shares of Common Stock

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,945 Shares of Class B Common Stock
84,357 Shares of Common Stock

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.7% of outstanding Class B Common Stock;
5.1% of outstanding Common Stock (as converted)

14 TYPE OF REPORTING PERSON*
IN

Page 5 of 33
<PAGE> 6

ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to 2,774,106 shares, or
approximately 91% of the Class B Common Stock, $.50 par value per share (the
"Class B Common Stock" or the "Securities") of Helene Curtis Industries, Inc.,
325 North Wells Street, Chicago, Illinois 60610. Helene Curtis Industries,
Inc. is referred to herein as the "Company". Each share of Class B Common
Stock is convertible into one share of Common Stock, $.50 par value per share
(the "Common Stock") of the Company. The shares of Class B Common Stock to
which this Schedule 13D relates represent approximately 28% of the Company's
Common Stock on a fully-converted basis and approximately 74% of the total
voting power of the voting stock of the Company. The Securities are subject to
a Stockholder Agreement dated as of February 13, 1996 among Conopco, Inc.,
Conopco Acquisition Company, Inc., Ronald J. Gidwitz, Gidwitz Family
Partnership and HCI Partnership.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is filed by Gidwitz Family Partnership, HCI
Partnership and Ronald J. Gidwitz (together, the "Parties" and each
individually, a "Party"). Part I of this Item sets forth the identity and
background of the Parties to this Schedule 13D. Part II of this Item sets
forth the identity and background of the managing general partners of the
Gidwitz Family Partnership and the HCI Partnership who are not Parties to this
Schedule 13D. Part III of this Item sets forth the identity and background of
the general partners of the Gidwitz Family Partnership and the HCI Partnership
who are neither managing general partners of such partnerships nor Parties to
this Schedule 13D. Schedules A through D hereto identify the collective
holdings of members of the Gidwitz family in the Common Stock and Class B
Common Stock of the Company.

PART I

For each Party, the (i) address, (ii) present principal
occupation or employment, name, principal business and address of the
organization in which such employment is conducted and (iii) citizenship is as
follows:

a. Gidwitz Family Partnership
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Investment Partnership
iii. Illinois general partnership

b. HCI Partnership
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Investment Partnership
iii. Illinois general partnership

Page 6 of 33
<PAGE> 7
c. Ronald J. Gidwitz
i. Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. President, Chief Executive Officer and
Director - Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610

Director - Continental Materials Corporation
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606

Director - American National Can Company
One First National Plaza
Suite 2530
Chicago, Illinois 60603

Chairman of the Board of Trustees -
City Colleges of Chicago
226 West Jackson
Chicago, Illinois 60606-6998
iii. United States Citizen

During the last five years, none of the Parties has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding as a result of which he or she is subject to
a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
law, or finding any violations of such laws.

PART II

The following information is provided pursuant to Rule 13d-1 of
the Securities Exchange Act of 1934 in respect of managing general partners of
the Gidwitz Family Partnership and the HCI Partnership who are not Parties to
this Schedule 13D.

For each person, the (i) address, (ii) present principal
occupation or employment, name, principal business and address of the
organization in which such employment is conducted and (iii) citizenship is as
follows:

a. Gerald S. Gidwitz
i. Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Chairman of the Board of Directors
Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
iii. United States Citizen

b. James G. Gidwitz
i. Continental Materials Corporation
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606
ii. Chairman of the Board,
Chief Executive Officer and Director
Continental Materials Corporation
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606
iii. United States Citizen

Page 7 of 33
<PAGE> 8

c. Ralph W. Gidwitz
i. RKG Corporation
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606
ii. President, Chief Executive Officer and Director
RKG Corporation
225 West Wacker Drive - Suite 1800
Chicago, Illinois 60606

Director - Continental Materials Corporation
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606
iii. United States Citizen

d. Dr. Betsy R. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Director - Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
iii. United States Citizen

During the last five years, none of the persons in Part II hereof has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding as a result of
which he or she is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities law, or finding any violations of such laws.

PART III

The following information is provided pursuant to Rule 13d-1
of the Securities Exchange Act of 1934 in respect of general partners of
the Gidwitz Family Partnership and the HCI Partnership who are neither managing
general partners of such partnerships nor Parties to this Schedule 13D.
See also Schedules A through D attached hereto.

For each person or entity the (i) address, (ii) present
principal occupation or employment, name, principal business and address of the
organization in which such employment is conducted and (iii) citizenship is as
follows:

aa. Peter E. Gidwitz
i. c/o Burnham Development Company
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606
ii. Director, Burnham Development Company
iii. United States Citizen

Page 8 of 33

<PAGE> 9

bb. Nancy Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Public Relations Executive, Lesnik Public Relations
455 North City Front Plaza
15th Floor
Chicago, Illinois 60611
iii. United States Citizen

cc. Thomas R. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Writer
iii. United States Citizen

dd. Linda B. Karamitis
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. United States Citizen

ee. Teri L. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Marketing Director for Radio Station
Windy City Broadcasting, Inc.
4949 West Belmont Avenue
Chicago, Illinois 60641
iii. United States Citizen

ff. Jane B. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Homemaker
iii. United States Citizen

gg. Alan K. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Entrepreneur
iii. United States Citizen

Page 9 of 33

<PAGE> 10

hh. Mary Kathryn Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Homemaker
iii. United States Citizen

ii. Pamela C. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Homemaker
iii. United States Citizen

jj. AKG Collateral Trust U/A Dated 6/28/88
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

kk. AKG Family Trust U/A Dated 6/28/88
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

ll. JLG Irrevocable Trust U/A Dated 9/28/93
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

mm. Thomas R. Gidwitz Irrevocable Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

Page 10 of 33
<PAGE> 11

nn. Betsy R. Gidwitz Irrevocable Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

oo. GG Irrevocable Trust U/A Dated 3/12/93
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

pp. Jane B. Gidwitz Revocable Trust U/A Dated 12/15/78
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

qq. ARB Associates
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois general partnership

General Partners of ARB Associates

Alan K. Gidwitz - See item gg above

Ralph W. Gidwitz - See item c in Part II above

Betsy R. Gidwitz Irrevocable Trust U/A Dated 9/15/90 - See
item nn above

rr. Melvin Pollack
i. c/o L.O.M. Holdings, Inc.
225 West Wacker Drive
Suite 1800
Chicago, Illinois 60606
ii. President, L.O.M. Holdings, Inc.
iii. United States Citizen

ss. Estate of Joseph L. Gidwitz
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Not Applicable

Page 11 of 33
<PAGE> 12

tt. Credesco, Inc., an Illinois corporation
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Principal business: Personal Holding Company
iii. Executive Officers and Directors of Credesco, Inc.

(1) Executive Officers:
Gerald S. Gidwitz, President - See item a
in Part II above
Melvin Pollack, Treasurer - See item rr
above

(2) Directors:
Gerald S. Gidwitz - See item a in Part
II above
Dr. Betsy R. Gidwitz - See item d in Part II
above
Melvin Pollack - See item rr above

uu. Bellevue Trusts V-VIII
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

vv. RWG Collateral Trust U/A Dated 2/10/92
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

ww. Alexander J.P. Gidwitz Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

xx. Scott K. Gidwitz Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

yy. Jamee Bennett Gidwitz Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

Page 12 of 33
<PAGE> 13

zz. Brant Kemper Gidwitz Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

aaa. Clare Davis Gidwitz Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

bbb. Lydia Steele Gidwitz Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

ccc. JBG Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

ddd. MWG Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

eee. LKG Trust U/A Dated 9/15/90
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

fff. Ronald J. Gidwitz Family Trust
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

Page 13 of 33
<PAGE> 14

ggg. Ronald J. Gidwitz Retained Annuity Trust
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

hhh. James G. Gidwitz Family Trust
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

iii. Peter E. Gidwitz Children's Trust
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

jjj. Peter E. Gidwitz Retained Annuity Trust
i. c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
ii. Not Applicable
iii. Illinois

During the last five years, none of the persons or entities in Part III hereof
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding as a result of
which he or she is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities law, or finding any violations of such laws.

ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

N/A

ITEM 4. PURPOSE OF TRANSACTION.

(a) The purpose of the transactions reported under this
Schedule 13D is to enable Conopco Inc. ("Parent") to acquire control of, and
the entire equity interest in, the Company.

On February 13, 1996, each of Ronald J. Gidwitz, the HCI
Partnership and the Gidwitz Family Partnership (the "Stockholders") entered
into a Stockholder Agreement (the "Stockholder Agreement") with Parent and
Conopco Acquisition Company, Inc. ("Purchaser") with respect to an aggregate of
2,774,106 shares of Class B Common Stock of the Company owned of record by the
Sellers. The Stockholder Agreement was entered into in connection with the
Agreement and

Page 14 of 33
<PAGE> 15

Plan of Merger dated as of February 13, 1996 (the "Merger Agreement") among
Parent, Purchaser and the Company.

Under the Merger Agreement, Purchaser has agreed to commence
a tender offer (the "Offer") to purchase all outstanding shares of the Common
Stock of the Company at a price of $70.00 per share. Following the
consummation of the Offer and the satisfaction or waiver of certain conditions,
the Purchaser will merge with and into the Company (the "Merger"). Upon
consummation of the Merger, each share of the Common Stock and Class B Common
Stock of the Company (other than certain shares described in the Merger
Agreement) will be converted into the right to receive $70.00 per share in cash
without interest. Consummation of the Merger is conditioned upon the approval
of the shareholders of the Company, among other things.

The following is a summary of the material terms of the
Stockholder Agreement. This summary is not a complete description of the terms
and conditions thereof and is qualified in its entirety by reference to the
full text thereof which is incorporated herein by reference and a copy of which
is attached as an exhibit hereto.

Grant of Options. Pursuant to the terms and conditions of the
Stockholder Agreement, each Stockholder granted to Purchaser an irrevocable
option (collectively, the "Option") to purchase, in whole but not in part, all
of the Class B Common Stock owned of record by the Stockholders at a price
per share of $70.00 in cash (the "Option Purchase Price").

Exercisability. The Option may be exercised at any time on or
prior to February 13, 1997 (the "Option Expiration Date") in the event that (i)
a Specified Event (as defined in the Stockholder Agreement) shall have occurred
on or prior to the Option Expiration Date and (ii) the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the
exercise of the Option shall have expired or been terminated. Under the
Stockholder Agreement, Purchaser has agreed to exercise the Option in the event
that Purchaser accepts for payment, and pays for, any share of Common Stock
pursuant to the Offer.

Certain Exercise Transactions. Each Stockholder has agreed
that in the event that a Specified Event shall have occurred and during
the period from February 13, 1997 to and including February 13, 1998, such
Stockholder sells, transfers, assigns or otherwise disposes of (including by
conversion or exchange in a merger, exchange offer or the like) any of the
Option Shares for value in a bona fide arm's length transaction, such
Stockholder shall pay to Parent an amount in cash equal to one-half of the
excess, if any, of the per share cash consideration or the per share fair
market value of any non-cash consideration, as the case may be, received by
such Stockholder as a result of such disposition less the Option Purchase
Price, multiplied by the number of such Option Shares; provided, that no such
payment is required to be made in the event the Company shall have terminated
the Merger Agreement in certain circumstances or Parent or Purchaser shall be
in material breach of the Stockholder Agreement.

Parent and Purchaser have agreed that in the event that
Purchaser shall have exercised the Option and, on or prior to February 13,
1998, Purchaser shall sell, transfer, assign or otherwise dispose of (including
by conversion or

Page 15 of 33
<PAGE> 16

exchange in a merger, exchange offer or the like) any Option Shares for value
in a bona fide arm's length transaction, Purchaser shall pay to the subject
Stockholders an amount in cash equal to one-half of the excess, if any, of
the per share cash consideration or the per share fair market value of any
non-cash consideration, as the case may be, received by Purchaser as a result
of such disposition less the Option Purchase Price, multiplied by the number of
such Option Shares; provided, that no such payment shall be required to be made
to any Stockholder in the event such Stockholder shall be in material breach
of the Stockholder Agreement.

Representations and Warranties. The Stockholders have
made certain customary representations and warranties as to requisite power and
authority, enforceability, absence of conflicts, title to the Option Shares and
absence of liens. Parent and Purchaser have made certain customary
representations and warranties as to requisite power and authority,
enforceability, compliance with laws and availability of funds.

Covenants of Stockholders. In the Stockholder Agreement,
each Stockholder has agreed that, until the Option has expired (a) such
Stockholder shall vote its Class B Common Stock in favor of the Merger, the
adoption by the Company of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the Merger
Agreement; provided that the terms of the Merger Agreement shall not have been
amended to adversely affect such Stockholder; (b) such Stockholder shall
vote its Class B Common Stock against (i) any other merger agreement or merger,
consolidation, combination, sale of substantial assets, reorganization,
recapitalization, dissolution, liquidation or winding up of or by the Company
or any other Takeover Proposal (as defined in the Merger Agreement) or (ii) any
amendment of the Company's certificate of incorporation or by-laws or other
proposal or transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any of the
other transactions contemplated by the Merger Agreement; and (c) such
Stockholder shall not (i) other than by operation of law, sell, transfer,
pledge, assign or otherwise dispose of, or enter into any contract, option or
other arrangement with respect to the sale, transfer, pledge, assignment or
other disposition of, the Class B Common Stock to any person other than to
Purchaser or Purchaser's designee, (ii) enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, in connection, directly or
indirectly, with any Takeover Proposal or (iii) convert such Class B Common
Stock into Common Stock except as required to effect the exercise of the
Option.

In the Stockholder Agreement, each Stockholder has further
agreed that, until the Merger is consummated or the Merger Agreement is
terminated, such Stockholder shall not, and shall not permit any investment
banker, attorney or other adviser or representative of such Stockholder to,
(i) directly or indirectly solicit, initiate or encourage the submission of,
any Takeover Proposal or (ii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any information
with respect to, or take any other action to facilitate any inquiries or the
making of any proposal that constitutes, or may reasonably be expected to lead
to, any Takeover Proposal.

Page 16 of 33
<PAGE> 17

Termination. The Stockholder Agreement terminates upon the
earlier of February 13, 1998 and the disposition by each Stockholder of all
the Option Shares in one or more bona fide arm's length transactions for value.

Expenses. Each party to the Stockholder Agreement has agreed
to bear its own expenses in connection with the Stockholder Agreement.

(b) The Parties hereto understand that the Gidwitz family
members and entities which they control who are not parties to the Stockholder
Agreement presently intend to convert their shares of Class B Common Stock into
Common Stock immediately prior to the expiration of the Offer and to tender
such Common Stock in the Offer; however there is no agreement or arrangement
among such persons with respect thereto.

Other than as discussed above, the persons filing this
Schedule have no plans or proposals that relate to or would result in the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; an extraordinary corporate
transaction involving the Company or any of its subsidiaries; a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; a change in the present Board of Directors or management of the
Company; a material change in the present capitalization or dividend policy of
the Company; any other material change in the Company's business or corporate
structure; changes in the Company's charter or bylaws or other actions that
might impede the acquisition of control of the Company by any other person;
causing securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an interdealer quotation
system of a registered national securities association; causing securities of
the Company to be eligible for termination of registration pursuant to the
Securities Exchange Act of 1934; or any other similar action.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) None of the Parties to this Schedule 13D has effected
transactions in the Securities during the past 60 days except to the extent
that the following transactions in respect of partnership interests in the HCI
Partnership and the Gidwitz Family Partnership may be deemed to constitute
transactions in the Securities:

Ronald J. Gidwitz Family

On January 12, 1996, Ronald J. Gidwitz made the following
gifts for estate planning purposes:

1. Ronald J. Gidwitz transferred partnership interests
in the Gidwitz Family Partnership representing 25,304
shares of Class B Common Stock to his wife, Pamela C.
Gidwitz.

2. Ronald J. Gidwitz transferred partnership interests
in the Gidwitz Family Partnership representing 816
shares of Class B Common Stock to the Ronald J.
Gidwitz Family Trust,

Page 17 of 33
<PAGE> 18

beneficiaries being Ronald J. and Pamela C.
Gidwitz's two children.

3. Ronald J. Gidwitz transferred partnership interests
in the Gidwitz Family Partnership representing 65,000
shares of Class B Common Stock to the Ronald J.
Gidwitz Retained Annuity Trust.

On January 12, 1996, Pamela C. Gidwitz made the following
gifts for estate planning purposes:

1. Pamela C. Gidwitz transferred partnership interests
in the Gidwitz Family Partnership representing 24,488
shares of Class B Common Stock to the Ronald J.
Gidwitz Family Trust, beneficiaries being Ronald J.
and Pamela C. Gidwitz's two children.

2. Pamela C. Gidwitz transferred partnership interests
in the Gidwitz Family Partnership representing 816
shares of Class B Common Stock to the Ronald J.
Gidwitz Family Trust, beneficiaries being Ronald J.
and Pamela C. Gidwitz's two children.

On January 19, 1996, Ronald J. Gidwitz made the following gift
for estate planning purposes:

1. Ronald J. Gidwitz transferred partnership interests
in the HCI Partnership representing 10 shares of
Class B Common Stock to Betsy R. Gidwitz.

(b) None of the managing general partners of the Gidwitz Family
Partnership and the HCI Partnership who are not Parties to this Schedule 13D
has effected transactions in the Securities during the past 60 days except to
the extent that the following transactions in respect of partnership interests
in the HCI Partnership and the Gidwitz Family Partnership may be deemed to
constitute transactions in the Securities:

James G. Gidwitz Family

On January 12, 1996, James G. Gidwitz made the following gifts
for estate planning purposes:

1. James G. Gidwitz transferred partnership interests in
the Gidwitz Family Partnership representing 26,120
shares of Class B Common Stock to his wife, Mary
Kathryn Gidwitz.

2. James G. Gidwitz transferred partnership interests in
the Gidwitz Family Partnership representing 1,632
shares of Class B Common Stock to the James G.
Gidwitz Family Trust, beneficiaries being James G.
and Mary Kathryn Gidwitz's four children.

On January 12, 1996, Mary Kathryn Gidwitz made the following
gifts for estate planning purposes:

1. Mary Kathryn Gidwitz transferred partnership
interests in the Gidwitz Family Partnership
representing 24,488 shares of Class B Common Stock to
the James G. Gidwitz Family Trust,

Page 18 of 33
<PAGE> 19

beneficiaries being James G. and Mary Kathryn
Gidwitz's four children.

2. Mary Kathryn Gidwitz transferred partnership
interests in the Gidwitz Family Partnership
representing 1,632 shares of Class B Common Stock to
the James G. Gidwitz Family Trust, beneficiaries
being James G. and Mary Kathryn Gidwitz's four
children.

(c) None of the non-managing partners of the HCI Partnership
or the Gidwitz Family Partnership has effected transactions in the Securities
during the past 60 days except to the extent that the following transactions in
respect of partnership interests in may be deemed to constitute transactions in
the Securities:

Peter E. Gidwitz Family

On January 12, 1996, Peter E. Gidwitz made the following gifts
for estate planning purposes:

1. Peter E. Gidwitz transferred partnership interests in
the Gidwitz Family Partnership representing 1,224
shares of Class B Common Stock to the Peter E.
Gidwitz Children's Trust, beneficiaries being Peter
E. Gidwitz's children.

2. Peter E. Gidwitz transferred partnership interests in
the Gidwitz Family Partnership representing 65,000
shares of Class B Common Stock to the Peter E.
Gidwitz Retained Annuity Trust.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER

Jane B. Gidwitz is the wife of Gerald S. Gidwitz. Peter E.
Gidwitz, Thomas R. Gidwitz, Ronald J. Gidwitz, Nancy Gidwitz and James G.
Gidwitz are the children of Jane B. and Gerald S. Gidwitz. Pamela C. Gidwitz
is the wife of Ronald J. Gidwitz. Mary Kathryn Gidwitz is the wife of James G.
Gidwitz. Jamee, Brant, Clare and Lydia Gidwitz are the children of James G. and
Mary Kathryn Gidwitz. Alexander J.P. Gidwitz and Scott K. Gidwitz are the
children of Ronald J. and Pamela C. Gidwitz. Jay Benjamin Gidwitz, Lauren
Kingsley Gidwitz, and Marjorie Wilson Gidwitz are the children of Peter E.
Gidwitz.

Alan K. Gidwitz, Ralph W. Gidwitz and Dr. Betsy R. Gidwitz are
the children of Joseph L. and Emily K. Gidwitz, both of whom are deceased.
Joseph L. Gidwitz was the brother of Gerald S. Gidwitz. Teri L. Gidwitz and
Linda B. Gidwitz Karamitis are the children of Ralph W. Gidwitz.

Steven Gidwitz, Julie Gidwitz and Jill Zisook are the children
of Alan K. Gidwitz.

Page 19 of 33
<PAGE> 20

There are no contracts, arrangements or understandings,
written or otherwise, among the persons and entities identified in Item 2 above
with respect to the securities of the Company, except for the Stockholder
Agreement, the Gidwitz Family Partnership Agreement dated as of April 1, 1991,
as amended, and the HCI Partnership Agreement dated as of June 24, 1986 and
restated as of April 1, 1991, as amended. The Gidwitz Family Partnership
Agreement and the HCI Partnership Agreement provide that the managing partners
of the respective Partnerships shall make all decisions regarding the
management and control of the business and affairs of the respective
Partnerships and the investment of the property of such Partnerships,
including, principally the Class B Common Stock.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

1. Joint Filing Agreement among Gidwitz Family
Partnership, HCI Partnership and Ronald J. Gidwitz.

2. Stockholder Agreement dated as of February 13, 1996
among Conopco, Inc., Conopco Acquisition Company,
Inc., Ronald J. Gidwitz, Gidwitz Family Partnership
and HCI Partnership.

3. Agreement and Plan of Merger dated as of February 13,
1996, among Conopco, Inc., Conopco Acquisition
Company, Inc. and Helene Curtis Industries, Inc.

4. Gidwitz Family Partnership Agreement dated as of
April 1, 1991.

5. Amendment to Gidwitz Family Partnership Agreement
dated as of January 11, 1996.

6. HCI Partnership Agreement dated June 24, 1986 and
restated as of April 1, 1991.

7. Amendment to HCI Partnership Agreement dated as of
January 11, 1996.

Page 20 of 33
<PAGE> 21

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated: February 20, 1996

GIDWITZ FAMILY PARTNERSHIP

By: /s/ Gerald S. Gidwitz
---------------------------------
Name: Gerald S. Gidwitz
Title: Managing General Partner

By: /s/ Ronald J. Gidwitz
---------------------------------
Name: Ronald J. Gidwitz
Title: Managing General Partner

By: /s/ James G. Gidwitz
---------------------------------
Name: James G. Gidwitz
Title: Managing General Partner

By: /s/ Ralph W. Gidwitz
---------------------------------
Name: Ralph W. Gidwitz
Title: Managing General Partner

By: /s/ Dr. Betsy R. Gidwitz
---------------------------------
Name: Dr. Betsy R. Gidwitz
Title: Managing General Partner

HCI PARTNERSHIP

By: /s/ Gerald S. Gidwitz
---------------------------------
Name: Gerald S. Gidwitz
Title: Managing General Partner

By: /s/ Ronald J. Gidwitz
---------------------------------
Name: Ronald J. Gidwitz
Title: Managing General Partner

Page 21 of 33
<PAGE> 22

By: /s/ James G. Gidwitz
---------------------------------
Name: James G. Gidwitz
Title: Managing General Partner

By: /s/ Ralph W. Gidwitz
---------------------------------
Name: Ralph W. Gidwitz
Title: Managing General Partner

By: /s/ Dr. Betsy R. Gidwitz
---------------------------------
Name: Dr. Betsy R. Gidwitz
Title: Managing General Partner

/s/ Ronald J. Gidwitz
------------------------------------
Ronald J. Gidwitz

Page 22 of 33
<PAGE> 23

SCHEDULE A

BENEFICIAL OWNERSHIP OF CLASS B COMMON STOCK
BY GIDWITZ FAMILY MEMBERS AND ENTITIES

In the following table, each reference to the percentage of Class B
Shares beneficially owned by a Gidwitz family member or entity is calculated
using (i) the Class B Shares outstanding on February 5, 1996 and (ii) the
number of Class B Shares beneficially owned by such person or entity for
purposes of this Schedule as of February 5, 1996. The footnotes to the
following table describe, among other things, the extent to which each person
or entity disclaims beneficial ownership of the Class B Shares set forth
opposite the name of such person or entity in such table. Each Class B share
may be converted into one share of Common Stock.

Aggregate
Number of Percentage
Class B of
Shares Outstanding
Beneficially Class B
Person or Entity (1) Owned Shares
------------------------------------------------------------------------------
<S> <C> <C>
Gidwitz Family 2,084,197 68.4%
Partnership (2)
HCI Partnership (3) 569,909 18.7%
Gerald S. Gidwitz (4) 38,132 1.3%
Ronald J. Gidwitz (5) 416,945 13.7%
James G. Gidwitz (6) 274,117 9.0%
Ralph W. Gidwitz (7) 41,784 1.4%
Betsy R. Gidwitz (8) 37,942 1.3%

A-6701 Trust (9) 35,121 1.2%
A-6702 Trust (9) 34,962 1.2%
A-6703 Trust (9) 36,112 1.2%
Bellevue I Trust (10) 5,332 *
Bellevue II Trust (10) 5,332 *
Bellevue III Trust (10) 10 *
------------------------------------------------------------------------------

</TABLE>

Page 23 of 33
<PAGE> 24
<TABLE>
<CAPTION>

Aggregate
Number of Percentage
Class B of
Shares Outstanding
Beneficially Class B
Person or Entity (1) Owned Shares
-------------------------------------------------------------------------
<S> <C> <C>
J-1 Trust (for benefit of 1,767 *
Betsy R. Gidwitz) (11)
J-1 Trust (for benefit of 1,767 *
Descendants of Betsy R.
Gidwitz) (11)
J-2 Trust (for benefit of 1,767 *
Betsy R. Gidwitz) (11)
J-2 Trust (for benefit of 1,767 *
Descendants of Betsy R.
Gidwitz) (11)
J-3 Trust (for benefit of 1,767 *
Alan K. Gidwitz) (11)

J-3 Trust (for benefit of 1,767 *
Children of Alan K.
Gidwitz) (11)
J-4 Trust (for benefit of 1,767 *
Alan K. Gidwitz) (11)
J-4 Trust (for benefit of 1,767 *
Children of Alan K.
Gidwitz) (11)
J-5 Trust (for benefit of 1,766 *
Ralph W. Gidwitz) (11)

J-5 Trust (for benefit of 1,766 *
Children of Ralph W.
Gidwitz) (11)
J-6 Trust (for benefit of 1,766 *
Ralph W. Gidwitz) (11)
------------------------------------------------------------------------

</TABLE>

Page 24 of 33

<PAGE> 25

Aggregate
Number of Percentage
Class B of
Shares Outstanding
Beneficially Class B
Owned Shares
- -------------------------------------------------------------------------
<S> <C> <C>
J-6 Trust (for benefit of 1,766 *
Children of Ralph W.
Gidwitz) (11)
Jay Benjamin Gidwitz 5,332 *
Trust 1982 (12)
Trust under will of Emily 13,408 *
K. Gidwitz (for benefit
of Ralph W. Gidwitz) (13)
Trust under will of Emily 5,458 *
K. Gidwitz (for benefit
of Children of Ralph W.
Gidwitz) (13)
Trust under will of Emily 13,408 *
K. Gidwitz (for benefit
of Betsy R. Gidwitz) (13)
Trust under will of Emily 5,458 *
K. Gidwitz (for benefit
of Descendants of Betsy
R. Gidwitz) (13)
Steven Gidwitz 18,688 *
Julie Gidwitz 18,888 *
Jill Zisook 18,888 *
---------------------------------------------------------------------------
</TABLE>

* Less Than 1.0%

Page 25 of 33
<PAGE> 26
FOOTNOTES

(1) The numbers and percentages of Class B Shares shown in the table as
beneficially owned by a person or entity reflect multiple counting of Class B
Shares to the extent that beneficial ownership thereof is attributable to more
than one person or entity in accordance with Rule 13d-3 under the Securities
Exchange Act of 1934.

(2) The managing general partners of the Gidwitz Family Partnership
are Gerald S. Gidwitz, Ronald J. Gidwitz, James G. Gidwitz, Ralph W. Gidwitz
and Dr. Betsy R. Gidwitz. Pursuant to the terms and conditions of the Gidwitz
Family Partnership, the managing general partners share voting and investment
powers over the Class B Shares held by the Gidwitz Family Partnership. However,
such managing general partners disclaim beneficial interest in such shares
except to the extent of their pecuniary interest therein. For a listing of
ownership interests in the Gidwitz Family Partnership, see Schedule C.

The general partners of the Gidwitz Family Partnership are Nancy
Gidwitz, Peter E. Gidwitz, Thomas R. Gidwitz, Linda B. Karamitis, Teri L.
Gidwitz, Estate of Joseph L. Gidwitz, Mary Kathryn Gidwitz, Pamela C. Gidwitz,
JLG Irrevocable Trust, Thomas R. Gidwitz Irrevocable Trust, Betsy R. Gidwitz
Irrevocable Trust, GG Irrevocable Trust, Jane B. Gidwitz Revocable Trust,
Alexander J.P. Gidwitz Trust, Scott K. Gidwitz Trust, Jamee Bennett Gidwitz
Trust, Brant Kemper Gidwitz Trust, Clare Davis Gidwitz Trust, Lydia Steele
Gidwitz Trust, JBG Trust, MWG Trust, LKG Trust, Credesco, Inc, Ronald J.
Gidwitz Family Trust, Ronald J. Gidwitz Retained Annuity Trust, James G.
Gidwitz Family Trust, Peter E. Gidwitz Children's Trust and Peter E. Gidwitz
Retained Annuity Trust. Pursuant to the terms and conditions of the Gidwitz
Family Partnership, the general partners do not share voting or investment
powers over the Class B Common Stock held by the Gidwitz Family Partnership.
In addition, the general partners disclaim beneficial ownership of the Class B
Shares held by the Gidwitz Family Partnership.

(3) The managing general partners of the HCI Partnership are Gerald S.
Gidwitz, Ronald J. Gidwitz, James G. Gidwitz, Ralph W. Gidwitz and Dr. Betsy
R. Gidwitz. Pursuant to the terms and conditions of the HCI Partnership, the
managing general partners share voting and investment powers over the Class B
Shares held by the HCI Partnership. However, such managing general partners
disclaim beneficial interest in such shares except to the extent of their
pecuniary interest therein.

Page 26 of 33
<PAGE> 27

For a listing of ownership interests in the HCI Partnership, see Schedule D.

The general partners of the HCI Partnership are Nancy Gidwitz, Peter E.
Gidwitz, Thomas R. Gidwitz, Thomas R. Gidwitz Irrevocable Trust, Betsy R.
Gidwitz Irrevocable Trust, AKG Collateral Trust, AKG Family Trust, Estate of
Joseph L. Gidwitz, ARB Associates, RWG Collateral Trust, Bellevue V-VIII
Trusts, Jamee Bennett Gidwitz Trust, Brant Kemper Gidwitz Trust, Clare Davis
Gidwitz Trust and Lydia Steele Gidwitz Trust. Pursuant to the terms and
conditions of the HCI Partnership, the general partners do not share voting or
investment powers over the Class B Common Stock held by the HCI Partnership. In
addition, the general partners disclaim beneficial ownership of the Class B
Shares held by the HCI Partnership.

(4) The number and percentage of Class B Shares shown in the table as
beneficially owned by Gerald S. Gidwitz include (a) 200 Class B
Shares held by the Gidwitz Family Partnership, (b) 200 Class B Shares
held by the HCI Partnership and (c) the 37,732 Class B Shares held by trusts
established under the will of Emily K. Gidwitz.

(5) The number and percentage of Class B Shares shown in the table as
beneficially owned by Ronald J. Gidwitz include (a) the 120,000 Class B Shares
held directly by Ronald J. Gidwitz, (b) 221,921 Class B Shares held by
the Gidwitz Family Partnership, (c) 69,692 Class B Shares held by the HCI
Partnership and (d) the 5,332 Class B Shares held by the Jay Benjamin Gidwitz
Trust 1982.

(6) The number and percentage of Class B Shares shown in the table as
beneficially owned by James G. Gidwitz include (a) 260,132 Class B Shares
held by the Gidwitz Family Partnership and (b) 13,985 Class B Shares held
by the HCI Partnership.

(7) The number and percentage of Class B Shares shown in the table as
beneficially owned by Ralph W. Gidwitz include (a) 3,852 Class B Shares
held by the Gidwitz Family Partnership, (b) 200 Class B Shares held by
the HCI Partnership and (c) the 37,732 Class B Shares held by trusts
established under the will of Emily K. Gidwitz.

Page 27 of 33
<PAGE> 28
(8) The number and percentage of Class B Shares shown in the table as
beneficially owned by Dr. Betsy R. Gidwitz include (a) 200 Class B Shares
held by the Gidwitz Family Partnership, (b) 10 Class B Shares held by the HCI
Partnership and (c) the 37,732 Class B Shares held by trusts established under
the will of Emily K. Gidwitz.

(9) The Trusts A-6701, A-6702 and A-6703 were established for the benefit of
the children of Alan K. Gidwitz. These trusts collectively hold 106,195 Class
B Shares.

The co-trustees of these trusts are Si Richard Wynn and Melvin Pollack.

(10) The Bellevue I, II and III Trusts were established for the benefit of
certain children of James G. Gidwitz. These trusts collectively hold 10,674
Class B Shares.

The trustees of these trusts are Ronald J. Gidwitz, Nancy Gidwitz, Peter
E. Gidwitz and Thomas R. Gidwitz. Theses trustees share voting and investment
powers over the Class B Common Stock owned of record by these trusts.

(11) The J-1, J-2, J-3, J-4, J-5 and J-6 Trusts were established for the
benefit of the children and grandchildren of Joseph L. Gidwitz. These trusts
collectively hold 21,200 Class B Shares.

The trustees of these trusts are Thomas R. Gidwitz and Si Richard Wynn.
These trustees share voting and investment powers over the Class B Common Stock
owned of record by these trusts.

(12) The Jay Benjamin Gidwitz Trust 1982 was established for the benefit of the
son of Peter E. Gidwitz. This trust holds 5,332 Class B Shares.

The trustees of this trust are Ronald J. Gidwitz, Nancy Gidwitz, Peter E.
Gidwitz and Thomas R. Gidwitz. These trustees share voting and investment
power over the Class B Common Stock held of record by the trust.

(13) The trusts established under the will of Emily K. Gidwitz were established
for the benefit of her children and grandchildren. These trusts collectively
hold 37,732 Class B Shares.

The trustees of these trusts are Gerald S. Gidwitz, Alan K. Gidwitz, Dr.
Betsy R. Gidwitz and Ralph W. Gidwitz. These trustees share the voting and
investment power over the Class B Common Stock held by these trusts.

Page 28 of 33
<PAGE> 29

SCHEDULE B

BENEFICIAL OWNERSHIP OF COMMON STOCK

In the following table, each reference to the percentage of Common Stock
beneficially owned by a person or entity is calculated using (i) the Common
Stock outstanding on February 5, 1996 and (ii) the Common Stock beneficially
owned by such person or entity for purposes of this Schedule as of February 5,
1996. The footnotes to the following table describe, among other things, the
extent to which each person or entity disclaims beneficial ownership of the
Common Stock set forth opposite the name of such person or entity in such
table. The following table does not include the shares of Class B Common Stock
set forth on Schedule A hereto.

Aggregate
Number of Percentage
Common Stock of
Shares Outstanding
Beneficially Common Stock
Person or Entity Owned Shares
-----------------------------------------------------------------------
<S> <C> <C>
Gerald S. Gidwitz 1/ 34,267 *
Ronald J. Gidwitz 2/ 84,357 *
James G. Gidwitz 3/ 1000 *
Allocation Fund 4/ 25,400 *
Trust under will of Emily 20,532 *
K. Gidwitz (for benefit
of Alan K. Gidwitz) 5/
Trust under will of Emily 579 *
K. Gidwitz (for benefit
of Children of Alan K.
Gidwitz) 5/
----------------------------------------------------------------------

</TABLE>

Page 29 of 33
<PAGE> 30

<TABLE>
<S> <C> <C>
Trust under will of Emily 13,100 *
K. Gidwitz (for benefit
of Descendants of Betsy
R. Gidwitz) 5/
--------------------------------------------------------------------
</TABLE>
* Less Than 1.0%

Page 30 of 33
<PAGE> 31

FOOTNOTES

1/ The number and percentage of Common Stock Shares shown in the table as
beneficially owned by Gerald S. Gidwitz include (a) the 56 Common Stock Shares
held directly by Gerald S. Gidwitz and (b) the 34,211 Common Stock Shares held
by the Trusts established under the will of Emily K. Gidwitz.

2/ The number and percentage of Common Stock Shares shown in the table as
beneficially owned by Ronald J. Gidwitz include (a) the 25,607 Common Stock
Shares held directly by Ronald J. Gidwitz, (b) the 25,400 Common Stock Shares
held by the Allocation Fund and (c) the 33,350 Common Stock Options held
directly by Ronald J. Gidwitz (Note: this number does not include the 169,178
Common Stock Options held directly by Ronald J. Gidwitz which are not presently
exercisable).

3/ The number and percentage of Common Stock Shares shown in the table as
beneficially owned by James G. Gidwitz includes the 1000 Common Stock Shares
held directly by James G. Gidwitz.

4/ The Allocation Fund is controlled by Ronald J. Gidwitz, James G. Gidwitz,
Ralph W. Gidwitz and Alan K. Gidwitz. The Allocation Fund holds 25,400 Common
Stock Shares.

5/ The trusts established under the will of Emily K. Gidwitz were established
for the benefit of her children and grandchildren. These trusts collectively
hold 34,211 Common Stock Shares.

The trustees of these trusts are Gerald S. Gidwitz, Alan K. Gidwitz, Dr.
Betsy R. Gidwitz and Ralph W. Gidwitz. These trustees share the voting and
investment power over the 34,211 Common Stock Shares held by these trusts.

Page 31 of 33
<PAGE> 32

SCHEDULE C

GIDWITZ FAMILY PARTNERSHIP

BENEFICIAL OWNERSHIP OF CLASS B SHARES

In the following table, each reference to the percentage of Class B Shares
beneficially owned by a person or entity is calculated using (i) the Class B
Shares outstanding on February 5, 1996 and (ii) the number of Class B Shares
beneficially owned by such person or entity for purposes of this Schedule as of
February 5, 1996.

<TABLE>
<CAPTION>
Name of Partner Number of Class B Shares
- --------------- ------------------------
<S> <C>
Gerald S. Gidwitz 200
GG Trust 91,459
Jane B. Gidwitz Revoc. Trust 500
Ronald J. Gidwitz 221,921
Pamela C. Gidwitz 4,168
Alexander JP Gidwitz Trust 12,520
Scott K. Gidwitz Trust 12,520
Ronald J. Gidwitz Family Trust 26,120
Ronald J. Gidwitz Retained Annuity Trust 65,000
James G. Gidwitz 260,132
Mary K. Gidwitz 1,500
Jamee B. Gidwitz Trust 8,693
Brant K. Gidwitz Trust 8,693
Clare D. Gidwitz Trust 8,693
Lydia S. Gidwitz Trust 8,693
James G. Gidwitz Family Trust 27,752
Nancy Gidwitz 305,028
Peter E. Gidwitz 183,110
JBG Trust 7,997
MWG Trust 7,997
LKG Trust 7,997
Peter E. Gidwitz Children's Trust 1,224
Peter E. Gidwitz Retained Annuity Trust 65,000
Thomas R. Gidwitz 200
TRG Irrev. Trust 306,812
Estate of Joseph L. Gidwitz 200
JLG Trust 85,776
Ralph W. Gidwitz 3,852
Teri L. Gidwitz 69,804
Linda B. Karamitis 69,264
Betsy R. Gidwitz 200
BRG Irrev. Trust 151,172
Credesco, Inc. 60,000
-----------
Total 2,084,197
===========
</TABLE>

Page 32 of 33
<PAGE> 33

SCHEDULE D

HCI PARTNERSHIP

BENEFICIAL OWNERSHIP OF CLASS B SHARES

Name of Partner Number of Class B Shares
- --------------- ------------------------
Gerald S. Gidwitz 200
Ronald J. Gidwitz 69,692
James G. Gidwitz 13,985
Bellevue V Trust 1,098
Bellevue VI Trust 1,098
Bellevue VII Trust 1,098
Bellevue VIII Trust 1,098
Jamee B. Gidwitz Trust 1,330
Brant K. Gidwitz Trust 1,330
Clare D. Gidwitz Trust 1,330
Lydia S. Gidwitz Trust 1,330
Nancy Gidwitz 12,896
Peter E. Gidwitz 200
Thomas R. Gidwitz 200
TRG Irrev. Trust 12,696
Estate of Joseph L. Gidwitz 200
JLG Trust 70,250
AKG Family Trust 64,332
AKG Collateral Trust 80,239
ARB Associates 631
Ralph W. Gidwitz 200
RWG Collateral Trust 29,036
Betsy R. Gidwitz 10
BRG Irrev. Trust 205,430
-----------
Total 569,909
===========

Page 33 of 33

<PAGE> 1

EXHIBIT 1

JOINT FILING AGREEMENT
----------------------
We, the signatories of the statement on Schedule 13D to which
this Agreement is attached, hereby agree that such statement is, and any
amendments thereto filed by any of us will be, filed on behalf of each of us.

GIDWITZ FAMILY PARTNERSHIP

By: /s/ Gerald S. Gidwitz
----------------------------
Name: Gerald S. Gidwitz
Title: Managing General Partner

By: /s/ Ronald J. Gidwitz
----------------------------
Name: Ronald J. Gidwitz
Title: Managing General Partner

By: /s/ James G. Gidwitz
----------------------------
Name: James G. Gidwitz
Title: Managing General Partner

By: /s/ Ralph W. Gidwitz
----------------------------
Name: Ralph W. Gidwitz
Title: Managing General Partner

By: /s/ Dr. Betsy R. Gidwitz
----------------------------
Name: Dr. Betsy R. Gidwitz
Title: Managing General Partner

HCI PARTNERSHIP

By: /s/ Gerald S. Gidwitz
----------------------------
Name: Gerald S. Gidwitz
Title: Managing General Partner

<PAGE> 2

By: /s/ Ronald J. Gidwitz
----------------------------
Name: Ronald J. Gidwitz
Title: Managing General Partner

By: /s/ James G. Gidwitz
----------------------------
Name: James G. Gidwitz
Title: Managing General Partner

By: /s/ Ralph W. Gidwitz
----------------------------
Name: Ralph W. Gidwitz
Title: Managing General Partner

By: /s/ Dr. Betsy R. Gidwitz
----------------------------
Name: Dr. Betsy R. Gidwitz
Title: Managing General Partner

/s/ Ronald J. Gidwitz
----------------------------
Ronald J. Gidwitz

- 2 -

<PAGE> 1
EXHIBIT 2

CONFORMED COPY

STOCKHOLDER AGREEMENT, dated as of February 13, 1996,
among CONOPCO, INC., a New York corporation ("Parent"),
CONOPCO ACQUISITION COMPANY, INC., a Delaware corporation and
a wholly owned subsidiary of Parent ("Sub"), and the
individual and partnerships listed on Schedule A hereto (each
a "Stockholder" and, collectively, the "Stockholders").

WHEREAS, Parent, Sub and Helene Curtis Industries, Inc., a Delaware
corporation (the "Company"), propose to enter into an Agreement and Plan of
Merger of even date herewith (as the same may be amended or supplemented, the
"Merger Agreement") providing for the making of a cash tender offer (as such
offer may be amended from time to time, the "Offer") by Sub for any and all
shares of Common Stock, par value $.50 per share, of the Company (the "Common
Stock") and the merger of the Company and Sub (the "Merger"); and

WHEREAS, each Stockholder owns the number of shares of Class B
Common Stock, par value $.50 per share, of the Company (the "Class B Common
Stock") set forth opposite his or its name on Schedule A hereto; such shares of
Class B Common Stock, as such shares may be adjusted by conversion into shares
of Common Stock or by any stock dividend, stock split, recapitalization,
combination or exchange of shares, merger, consolidation, reorganization or
other change or transaction of or by the Company, other than the payment of
regular cash dividends consistent with past practice (each, an "Adjustment
Event"), being referred to herein as the "Subject Shares"; and

WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Stockholders enter
into this Agreement;

NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in
consideration of the premises and the representations, warranties and
agreements contained herein, the parties agree as follows:

1. Purchase of Subject Shares.

(a) Each Stockholder hereby grants Sub an irrevocable option (the
"Option") to purchase all of the Subject Shares owned by him or it for a
purchase price per share equal to $70.00 (as such amount may be adjusted
to appropriately reflect any Adjustment Events, the "Original Offer
Price"). The Option may be

<PAGE> 2
2

exercised in whole (but not in part) at any time after the date hereof
and on or prior to the first anniversary of the date hereof (such first
anniversary, the "Option Expiration Date") in the event that (i) a
Specified Event (as defined in Section 1(b) below) shall have occurred on
or prior to the Option Expiration Date and (ii) the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act")
with respect to the exercise of the Option shall have expired or been
terminated.

(b) The term "Specified Event" shall mean (i) Parent or Sub shall
have terminated the Merger Agreement under Section 9.01(d) thereof, (ii)
the Company shall have terminated the Merger Agreement under Section
9.01(e) thereof, (iii) prior to termination of the Merger Agreement
(other than by the Company pursuant to Section 9.01(f) or 9.01(g)), a
Takeover Proposal (as defined in the Merger Agreement) shall have been
commenced or the Company shall have entered into an agreement with
respect to, approved or recommended or taken any action to facilitate, a
Takeover Proposal or (iv) Sub shall have accepted for payment, and paid
for, shares of Common Stock in the Offer.

(c) In the event that Sub wishes to exercise the Option, Sub may
do so by giving written notice (the date of such notice being herein
called the "Notice Date") to each of the Stockholders specifying that all
the Subject Shares are to be purchased and specifying the place, time and
date (not earlier than two trading days, nor later than 10 trading days,
from the Notice Date) for the closing of the purchase by Sub pursuant to
such exercise. In the event that any share of Common Stock is accepted
for payment, and paid for, by Sub pursuant to the Offer, Sub shall be
obligated to exercise the Option no later than two trading days following
the date of such payment and close the purchase of and pay for such
Subject Shares within two trading days following the date of such
exercise. A "trading day" shall mean any date on which the New York
Stock Exchange shall be open for business.

2. Payments to Parent or Stockholders.

(a) In the event that a Specified Event shall have occurred and
during the period from the first anniversary of the date hereof to and
including the second anniversary of the date hereof, the Stockholder
sells, transfers, assigns or otherwise disposes of (including by
conversion or exchange in a merger, exchange offer or the like) any of
the Subject Shares

<PAGE> 3

for value in a bona fide arm's length transaction, the Stockholder shall
pay to Parent an amount in cash equal to the product of (i) the number of
Subject Shares disposed of by the Stockholder and (ii) 50% of the excess,
if any, of (A) the per share cash consideration or the per share fair
market value of any non-cash consideration, as the case may be, received
by the Stockholder as a result of such disposition less (B) the Original
Offer Price; provided, however, that no such payment shall be required to
be made in the event the Company shall have terminated the Merger
Agreement pursuant to Section 9.01(f) or 9.01(g) thereof or Parent or Sub
shall be in material breach of this Agreement (and such breach shall not
have been cured within 10 days following receipt by Parent or Sub of
written notice of such breach).

(b) In the event that Sub shall have exercised the Option pursuant
to Section 1 with respect to the Subject Shares and, on or prior to the
second anniversary of the date hereof, Sub shall sell, transfer, assign
or otherwise dispose of (including by conversion or exchange in a merger,
exchange offer or the like) any of such Subject Shares for value in a
bona fide arm's length transaction, Sub shall pay to the Stockholder an
amount in cash equal to the product of (i) the number of such Subject
Shares disposed of by Sub and (ii) 50% of the excess, if any, of (A) the
per share cash consideration or the per share fair market value of any
non-cash consideration, as the case may be, received by Sub as a result
of such disposition less (B) the Original Offer Price; provided, however,
that no such payment shall be required to be made to any Stockholder in
the event such Stockholder shall be in material breach of this Agreement
(and such breach shall not have been cured within 10 days following
receipt by such Stockholder of written notice of such breach).

(i) securities listed on a national securities exchange or
traded on the NASDAQ/NMS shall be equal to the average
closing price per share of such security as reported on
such exchange or NASDAQ/NMS for the five trading days
after the date of disposition; and

(ii) consideration which is other than cash or securities of
the form specified in

<PAGE> 4

clause (i) of this Section 2(c) shall be determined by
a nationally recognized independent investment banking
firm mutually agreed upon by the parties within 10
business days of the selection of such banking firm;
provided, however, that if the parties are unable to
agree within two business days after the date of
disposition as to the investment banking firm, then the
parties shall draw lots to select the investment
banking firm from among the following three firms:
Goldman Sachs & Co., CS First Boston Corporation and
Salomon Brothers Inc; provided further, that the
fees and expenses of such investment banking firm shall
be borne equally by Parent and the Stockholder. The
determination of the investment banking firm shall be
binding upon the parties.

(d) Any payment required to be made pursuant to Section 2 of this
Agreement shall be made two trading days after the later of (i) the fifth
trading day after settlement of any disposition or (ii) the date on which
the investment banking firm delivers to the parties its determination of
the per share value of any non-cash consideration received by the
Stockholder or Sub, as the case may be, pursuant to any disposition. In
the event that Sub or any Stockholder shall sell, transfer, assign or
otherwise dispose of any Subject Shares, other than for value in a bona
fide arm's length transaction, the obligation of Sub or such Stockholder,
as the case may be, to make payments pursuant to this Section 2 shall
continue until and apply to any subsequent disposition of such Subject
Shares in a bona fide arm's length transaction for value.

3. Representations and Warranties of the Stockholder. Each
Stockholder hereby, severally and not jointly, represents and warrants to
Parent in respect of himself or itself as follows:

(a) Authority. The Stockholder has all requisite power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly authorized, executed
and delivered by the Stockholder and constitutes a valid and binding
obligation of the Stockholder enforceable in accordance with its terms.
The execution and delivery of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with
the terms hereof will not, conflict
<PAGE> 5

with, or result in any violation of, or default (with or without notice
or lapse of time or both) under any provision of, any trust agreement,
loan or credit agreement, note, bond, mortgage, indenture, lease or other
agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or
regulation applicable to the Stockholder or to the Stockholder's property
or assets. Except for the expiration or termination of the waiting
period under the HSR Act and informational filings with the SEC, no
consent, approval, order or authorization of, or registration,
declaration or filing with, any court, administrative agency or
commission or other governmental authority or instrumentality, domestic,
foreign or supranational, is required by or with respect to the
Stockholder in connection with the execution and delivery of this
Agreement or the consummation by the Stockholder of the transactions
contemplated hereby.

(b) The Subject Shares. The Stockholder has good and marketable
title to the Subject Shares, free and clear of any claims, liens,
encumbrances and security interests whatsoever. The Stockholder owns no
shares of Class B Common Stock other than the Subject Shares.

4. Representations and Warranties of Parent and Sub. (a) Parent
and Sub hereby represent and warrant to the Stockholder that each of Parent and
Sub has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Sub, and the
consummation of the transactions contemplated hereby, have been duly authorized
by all necessary corporate action on the part of Parent and Sub. This
Agreement has been duly executed and delivered by Parent and Sub and
constitutes a valid and binding obligation of Parent and Sub enforceable in
accordance with its terms.

(b) Securities Act. The Subject Shares will be acquired in
compliance with, and Sub will not offer to sell or otherwise dispose of any
Subject Shares so acquired by it in violation of any of, the registration
requirements of the Securities Act of 1933, as amended.

(c) Financing. Sub has, or will have at the time that any payment
is required to be made to any Stockholder hereunder, the funds necessary to
make such payment to such Stockholder.
<PAGE> 6

5. Covenants of the Stockholder. Up to and including the Option
Expiration Date, each Stockholder, severally and not jointly, agrees as
follows:

(a) At any meeting of stockholders of the Company called to vote
upon the Merger and the Merger Agreement or at any adjournment thereof or
in any other circumstances upon which a vote, consent or other approval
with respect to the Merger and the Merger Agreement is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares in favor
of the Merger, the adoption by the Company of the Merger Agreement and
the approval of the terms thereof and each of the other transactions
contemplated by the Merger Agreement, provided that the terms of the
Merger Agreement shall not have been amended to adversely affect the
Stockholder.

(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the Stockholder
shall vote (or cause to be voted) the Subject Shares against (i) any
merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up
of or by the Company or any other Takeover Proposal or (ii) any amendment
of the Company's certificate of incorporation or by-laws or other
proposal or transaction involving the Company or any of its subsidiaries,
which amendment or other proposal or transaction would in any manner
impede, frustrate, prevent or nullify the Merger, the Merger Agreement or
any of the other transactions contemplated by the Merger Agreement.

(c) The Stockholder agrees not to (i) other than by operation of
law, sell, transfer, pledge, assign or otherwise dispose of, or enter
into any contract, option or other arrangement (including any profit
sharing arrangement) with respect to the sale, transfer, pledge,
assignment or other disposition of, the Subject Shares to any person
other than Sub or Sub's designee, (ii) enter into any voting arrangement,
whether by proxy, voting agreement or otherwise, in connection, directly
or indirectly, with any Takeover Proposal or (iii) convert the Subject
Shares into Common Stock (except as required to effect the transaction
contemplated by Section 1 of this Agreement).
<PAGE> 7

(d) Until the Merger is consummated or the Merger Agreement is
terminated, the Stockholder shall not, nor shall it permit any investment
banker, attorney or other adviser or representative of the Stockholder
to, (i) directly or indirectly solicit, initiate or encourage the
submission of, any Takeover Proposal or (ii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to
any person any information with respect to, or take any other action to
facilitate any inquiries or the making of any proposal that constitutes,
or may reasonably be expected to lead to, any Takeover Proposal.

6. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further transfers, assignments, endorsements, consents and other instruments as
Parent or Sub may reasonably request for the purpose of effectively carrying
out the transactions contemplated by this Agreement.

7. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will
be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.

8. Termination. Except as provided otherwise herein, this
Agreement shall terminate upon the earlier of (i) the close of business on the
second anniversary of the date hereof and (ii) the disposition by each
Stockholder of all the Subject Shares in one or more bona fide arm's length
transactions for value; provided, however, that to the extent any Stockholder
or Sub, as the case may be, shall be required to make payment to the other
pursuant to Section 2, this Agreement shall not terminate until all such
payments shall have been made.

9. General Provisions.

(a) Payments. All payments required to be made to any party to
this Agreement shall be made by wire transfer of immediately available
funds to an account designated by such party within one trading day prior
to such payment.

(b) Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy
<PAGE> 8

for any breach of the provisions of this Agreement and agree that the
obligations of the parties hereunder shall be specifically enforceable.

(c) Expenses. Except as set forth in Section 1 of this Agreement,
all costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring
such expense.

(d) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.

(e) Notice. All notices and other communications hereunder shall
be in writing and shall be deemed given if delivered personally or sent
by overnight courier (providing proof of delivery) to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice):

(i) if to Parent, to

Conopco, Inc.
390 Park Avenue
New York, New York 10022
Facsimile: (212) 688-3411
Attention: Ronald M. Soiefer, Esq.

with a copy to:

Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Facsimile: (212) 474-3700
Attention: Allen Finkelson, Esq., and

(ii) if to a Stockholder, to the address set forth under the name
of such Stockholder on Schedule A hereto

with a copy to:

Winston & Strawn
35 Wacker Drive
Chicago, Illinois 60601
Facsimile: (312) 558-5700
Attention: Robert F. Wall, Esq.

(e) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated.
<PAGE> 9

The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement. Wherever the words "include", "includes" or "including" are
used in this Agreement, they shall be deemed to be followed by the words
"without limitation".

(f) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the
counterparties have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the
same counterpart.

(g) Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to herein)
(i) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect
to the subject matter hereof and (ii) is not intended to confer upon any
person other than the parties hereto any rights or remedies hereunder.

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without
regard to any applicable conflicts of law.

10. Stockholder Capacity. No person executing this Agreement who
is or becomes during the term hereof a director or officer of the Company makes
any agreement or understanding herein in his or her capacity as such director
or officer. Each Stockholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Stockholder's Subject Shares and nothing
herein shall limit or affect any actions taken by a Stockholder in its capacity
as an officer or director of the Company to the extent specifically permitted
by the Merger Agreement.

11. Performance by Sub. Parent covenants and agrees for the
benefit of the Stockholders that it shall cause Sub to perform in full each
obligation of Sub set forth in this Agreement.

12. Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties shall
<PAGE> 10

be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of Delaware or
in a Delaware state court, this being in addition to any other remedy to which
they are entitled at law or in equity. In addition, each of the parties hereto
(i) consents to submit such party to the personal jurisdiction of any Federal
court located in the State of Delaware or any Delaware state court in the event
any dispute arises out of this Agreement or any of the transactions
contemplated hereby, (ii) agrees that such party will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, (iii) agrees that such party will not bring any action relating to
this Agreement or any of the transactions contemplated hereby in any court
other than a Federal court sitting in the state of Delaware or a Delaware state
court and (iv) waives any right to trial by jury with respect to any claim or
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.

<PAGE> 11

IN WITNESS WHEREOF, each of Parent and Sub has caused this
Agreement to be signed by its officer thereunto duly authorized and each
Stockholder has signed this Agreement or has caused this Agreement to be signed
by its managing general partners, all as of the date first written above.

CONOPCO, INC.

By: /s/ Mart Laius
-----------------------------------
Name: Mart Laius
Title: Vice President

CONOPCO ACQUISITION COMPANY, INC.

By: /s/ Mart Laius
-----------------------------------
Name: Mart Laius
Title: President

/s/ Ronald J. Gidwitz
-----------------------------------
Name: Ronald J. Gidwitz
Title: President and Chief Executive Officer

GIDWITZ FAMILY PARTNERSHIP

By: /s/ Gerald S. Gidwitz
-----------------------------------
Name: Gerald S. Gidwitz
Title: Managing General
Partner

By: /s/ Ronald J. Gidwitz
-----------------------------------
Name: Ronald J. Gidwitz
Title: Managing General
Partner
<PAGE> 12

By: /s/ James G. Gidwitz
-----------------------------------
Name: James G. Gidwitz
Title: Managing General
Partner

By: /s/ Ralph W. Gidwitz
-----------------------------------
Name: Ralph W. Gidwitz
Title: Managing General
Partner

By: /s/ Betsy R. Gidwitz
-----------------------------------
Name: Dr. Betsy R. Gidwitz
Title: Managing General
Partner

HCI PARTNERSHIP

By: /s/ Gerald S. Gidwitz
-----------------------------------
Name: Gerald S. Gidwitz
Title: Managing General
Partner

By: /s/ Ronald J. Gidwitz
-----------------------------------
Name: Ronald J. Gidwitz
Title: Managing General
Partner

By: /s/ James G. Gidwitz
-----------------------------------
Name: James G. Gidwitz
Title: Managing General
Partner

By: /s/ Ralph W. Gidwitz
-----------------------------------
Name: Ralph W. Gidwitz
Title: Managing General
Partner

By: /s/ Betsy R. Gidwitz
-----------------------------------
Name: Dr. Betsy R. Gidwitz
Title: Managing General
Partner
<PAGE> 13

SCHEDULE A

Number of
Class B Shares
Owned of Record
---------------

Ronald J. Gidwitz 120,000
c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610

HCI Partnership 569,909
c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610

Gidwitz Family Partnership 2,084,197
c/o Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610

<PAGE> 1

Exhibit 3

EXECUTION COPY

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

AGREEMENT AND PLAN OF MERGER

Among

CONOPCO, INC.,

CONOPCO ACQUISITION COMPANY, INC.,

and

HELENE CURTIS INDUSTRIES, INC.

Dated as of February 13, 1996

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

<PAGE> 2

TABLE OF CONTENTS

Page
----

ARTICLE I

The Offer
---------

SECTION 1.01. The Offer . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.02. Company Actions . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE II

The Merger
----------

SECTION 2.01. The Merger . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.02. Closing . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.03. Effective Time . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.04. Effects of the Merger . . . . . . . . . . . . . . . . . . 6
SECTION 2.05. Certificate of Incorporation and
By-laws . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.06. Directors . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.07. Officers . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III

Effect of the Merger on the Capital Stock of the
------------------------------------------------
Constituent Corporations; Exchange of Certificates
--------------------------------------------------

SECTION 3.01. Effect on Capital Stock . . . . . . . . . . . . . . . . . 7
(a) Capital Stock of Sub . . . . . . . . . . . . . . . . 7
(b) Cancelation of Treasury Stock and
Parent Owned Stock . . . . . . . . . . . . . . . 7
(c) Conversion of Shares and Class B
Shares . . . . . . . . . . . . . . . . . . . . . 7
(d) Shares of Dissenting Stockholders . . . . . . . . . 7
SECTION 3.02 Exchange of Certificates . . . . . . . . . . . . . . . . 8
(a) Paying Agent . . . . . . . . . . . . . . . . . . . . 8
(b) Exchange Procedure . . . . . . . . . . . . . . . . . 8
(c) No Further Ownership Rights in
Shares or Class B Shares . . . . . . . . . . . . 9
(d) No Liability . . . . . . . . . . . . . . . . . . . . 9

-i-

<PAGE> 3

Page
----
ARTICLE IV

Representations and Warranties of the Company
---------------------------------------------

SECTION 4.01. Organization . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.02. Subsidiaries . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.03. Capitalization . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.04. Authority . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 4.05. Consents and Approvals; No Violations . . . . . . . . . 12
SECTION 4.06. SEC Reports and Financial Statements . . . . . . . . . 13
SECTION 4.07. Absence of Certain Changes or Events . . . . . . . . . 13
SECTION 4.08. No Undisclosed Liabilities . . . . . . . . . . . . . . 14
SECTION 4.09. Information Supplied . . . . . . . . . . . . . . . . . 15
SECTION 4.10. Benefit Plans; Employees and
Employment Practices . . . . . . . . . . . . . . . . 15
SECTION 4.11. Contracts; Indebtedness . . . . . . . . . . . . . . . . 19
SECTION 4.12. Litigation . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.13. Compliance with Applicable Law . . . . . . . . . . . . 19
SECTION 4.14. Tax Matters . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.15. State Takeover Statutes; Charter
Provisions . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.16. Environmental Matters . . . . . . . . . . . . . . . . . 23
SECTION 4.17. Intellectual Property . . . . . . . . . . . . . . . . . 24
SECTION 4.18. Brokers; Schedule of Fees and Expenses . . . . . . . . 24
SECTION 4.19. Opinion of financial Advisor . . . . . . . . . . . . . 25

ARTICLE V

Representations and Warranties
------------------------------
of Parent and Sub
-----------------

SECTION 5.01. Organization . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.02. Authority . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.03. Consents and Approvals; No Violations . . . . . . . . . 26
SECTION 5.04. Information Supplied . . . . . . . . . . . . . . . . . 26
SECTION 5.05. Interim Operations of Sub . . . . . . . . . . . . . . . 27
SECTION 5.06. Brokers . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.07 Financing . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.08. Ownership of Shares . . . . . . . . . . . . . . . . . . 27

-ii-
<PAGE> 4
Page
----

ARTICLE VI

Covenants
---------

SECTION 6.01. Covenants of the Company . . . . . . . . . . . . . . . 27
(a) Ordinary Course . . . . . . . . . . . . . . . . . 27
(b) Dividends; Changes in Stock . . . . . . . . . . . 28
(c) Issuance of Securities . . . . . . . . . . . . . . 28
(d) Governing Documents . . . . . . . . . . . . . . . 28
(e) No Acquisitions . . . . . . . . . . . . . . . . . 28
(f) No Dispositions . . . . . . . . . . . . . . . . . 29
(g) Indebtedness . . . . . . . . . . . . . . . . . . . 29
(h) Advice of Changes; Filings . . . . . . . . . . . . 29
(i) Tax Matters . . . . . . . . . . . . . . . . . . . 29
(j) Capital Expenditures . . . . . . . . . . . . . . . 30
(k) Discharge of Liabilities . . . . . . . . . . . . . 30
(l) Material Contracts . . . . . . . . . . . . . . . . 30
(m) General . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.02. No Solicitation . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.03. Other Actions . . . . . . . . . . . . . . . . . . . . . 33

ARTICLE VII

Additional Agreements
---------------------

SECTION 7.01. Stockholder Approval; Preparation of
Proxy Statement . . . . . . . . . . . . . . . . . . 33
SECTION 7.02. Access to Information . . . . . . . . . . . . . . . . . 35
SECTION 7.03. Reasonable Efforts . . . . . . . . . . . . . . . . . . 35
SECTION 7.04. Directors . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.05. Fees and Expenses . . . . . . . . . . . . . . . . . . . 37
SECTION 7.06. Indemnification; Insurance . . . . . . . . . . . . . . 38
SECTION 7.07. Employee Benefits . . . . . . . . . . . . . . . . . . . 39
SECTION 7.08. Severance Policy and Other Agreements . . . . . . . . . 40
SECTION 7.09. Stock Options, SARs and Retricted Stock . . . . . . . . 40
SECTION 7.10. Certain Litigation . . . . . . . . . . . . . . . . . . 41
SECTION 7.11. Plans for the Company . . . . . . . . . . . . . . . . . 41

-iii-

<PAGE> 5
Page
----
ARTICLE VIII

Conditions
----------

SECTION 8.01. Conditions to Each Party's Obligation To
Effect the Merger . . . . . . . . . . . . . . . . . 42
(a) Company Stockholder approval . . . . . . . . . . . 42
(b) No Injunctions or Restraints . . . . . . . . . . . 42
(c) Purchase of Shares . . . . . . . . . . . . . . . . 42

ARTICLE IX

Termination and Amendment
-------------------------

SECTION 9.01. Termination . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 9.02. Effect of Termination . . . . . . . . . . . . . . . . . 44
SECTION 9.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.04. Extension; Waiver . . . . . . . . . . . . . . . . . . . 44

ARTICLE X

Miscellaneous
-------------

SECTION 10.01. Nonsurvival of Representations,
Warranties and Agreements . . . . . . . . . . . . . . 45
SECTION 10.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 10.03. Interpretation . . . . . . . . . . . . . . . . . . . . 46
SECTION 10.04. Counterparts . . . . . . . . . . . . . . . . . . . . . 46
SECTION 10.05. Entire Agreement; No Third Party
Beneficiaries . . . . . . . . . . . . . . . . . . . . 46
SECTION 10.06. Governing Law . . . . . . . . . . . . . . . . . . . . . 47
SECTION 10.07. Publicity . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 10.08. Assignment . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 10.09. Enforcement . . . . . . . . . . . . . . . . . . . . . . 47

-iv-
<PAGE> 6

AGREEMENT AND PLAN OF MERGER dated as of February 13,
1996, among CONOPCO, INC., a New York corporation
("Parent"), CONOPCO ACQUISITION COMPANY, INC., a Delaware
corporation and a wholly owned subsidiary of Parent ("Sub"),
and HELENE CURTIS INDUSTRIES, INC., a Delaware corporation
(the "Company").

WHEREAS, the respective Boards of Directors of Parent, Sub and
the Company have approved the acquisition of the Company by Parent on the
terms and subject to the conditions set forth in this Agreement;

WHEREAS, in furtherance of such acquisition, Parent proposes to
cause Sub to make a tender offer (as it may be amended from time to time as
permitted under this Agreement, the "Offer") to purchase the shares of
Common Stock, par value $.50 per share, of the Company (the "Company Common
Stock"; the shares of Company Common Stock being hereinafter referred to as
the "Shares") at a purchase price of $70.00 per share (the "Offer Price"),
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in this Agreement; and the Board of
Directors of the Company has adopted resolutions approving the Offer and
the Merger (as defined below) and recommending that holders of Shares
accept the Offer and that the Company's stockholders approve and adopt this
Agreement;

WHEREAS, the respective Boards of Directors of Parent, Sub and
the Company have each approved the merger of Sub into the Company (the
"Merger"), upon the terms and subject to the conditions set forth in this
Agreement, whereby each Share and each share of Class B Common Stock, par
value $.50 per share, of the Company (the "Class B Common Stock"; the
shares of Class B Common Stock being hereinafter referred to as the
"Class B Shares"), other than the Shares and Class B Shares owned directly
or indirectly by Parent or the Company and Dissenting Shares (as defined in
Section 3.01(d)), will be converted into the right to receive the price per
share paid in the Offer;

<PAGE> 7

WHEREAS, the Board of Directors of the Company has approved the
terms of the Stockholder Agreement (the "Stockholder Agreement") to be
entered into by Parent, Sub and certain stockholders of the Company
concurrently with the execution of this Agreement as an inducement to
Parent to enter into this Agreement, pursuant to which such stockholders
have, among other things, granted to Sub the right to purchase, and in
certain circumstances Sub has agreed to purchase, such stockholders'
Class B Shares; and
WHEREAS, Parent, Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with
the Offer and the Merger and also to prescribe various conditions to the
Offer and the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally
bound hereby, Parent, Sub and the Company hereby agree as follows:

ARTICLE I

The Offer

SECTION 1.01. The Offer. (a) Subject to the provisions of this
Agreement, as promptly as practicable but in no event later than five
business days after the date of the public announcement by Parent and the
Company of this Agreement, Sub shall, and Parent shall cause Sub to,
commence the Offer. The obligation of Sub to, and of Parent to cause Sub
to, commence the Offer and accept for payment, and pay for, any Shares
tendered pursuant to the Offer shall be subject only to the conditions set
forth in Exhibit A (the "Offer Conditions") (any of which may be waived in
whole or in part by Sub in its sole discretion, except that, unless a
Takeover Proposal (as defined in Section 6.02(a)) shall have been made
after the date hereof, Sub shall not waive the Minimum Condition (as
defined in Exhibit A) without the consent of the Company). Sub expressly
reserves the right to modify the terms of the Offer, except that, without
the consent of the Company, Sub shall not (i) reduce

<PAGE> 8

the number of Shares subject to the Offer, (ii) reduce the Offer Price,
(iii) add to the Offer Conditions, (iv) except as provided in the next
sentence, extend the Offer, (v) change the form of consideration payable in
the Offer or (vi) amend the Offer Conditions or any other term of the Offer
in any manner adverse to the holders of Shares. Notwithstanding the
foregoing, Sub may, without the consent of the Company, (i) extend the
Offer, if at the scheduled or extended expiration date of the Offer any of
the Offer Conditions shall not be satisfied or waived, until such time as
such conditions are satisfied or waived, (ii) extend the Offer for any
period required by any rule, regulation, interpretation or position of the
Securities and Exchange Commission (the "SEC") or the staff thereof
applicable to the Offer and (iii) extend the Offer for any reason on one or
more occasions for an aggregate period of not more than 15 business days
beyond the latest expiration date that would otherwise be permitted under
clause (i) or (ii) of this sentence, in each case subject to the right of
Parent, Sub or the Company to terminate this Agreement pursuant to the
terms hereof. Parent and Sub agree that if at any scheduled expiration
date of the Offer, the Minimum Condition, the HSR Condition (as defined in
Exhibit A) or either of the conditions set forth in paragraphs (e) or (f)
of Exhibit A shall not have been satisfied, but at such scheduled
expiration date all the conditions set forth in paragraphs (a), (b), (c),
(d) and (g) shall then be satisfied, at the request of the Company
(confirmed in writing), Sub shall extend the Offer from time to time,
subject to the right of Parent, Sub or the Company to terminate this
Agreement pursuant to the terms hereof. Subject to the terms and
conditions of the Offer and this Agreement, Sub shall, and Parent shall
cause Sub to, accept for payment, and pay for, all Shares validly tendered
and not withdrawn pursuant to the Offer that Sub becomes obligated to
accept for payment, and pay for, pursuant to the Offer as soon as
practicable after the expiration of the Offer.

(b) On the date of commencement of the Offer, Parent and Sub
shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the
"Schedule 14D-1") with respect to the Offer, which shall contain an offer
to purchase and a related letter of transmittal and summary

<PAGE> 9

advertisement (such Schedule 14D-1 and the documents included therein
pursuant to which the Offer will be made, together with any supplements or
amendments thereto, the "Offer Documents"), and Parent and Sub shall cause
to be disseminated the Offer Documents to holders of Shares as and to the
extent required by applicable Federal securities laws. Parent, Sub and the
Company each agrees promptly to correct any information provided by it for
use in the Offer Documents if and to the extent that such information shall
have become false or misleading in any material respect, and Parent and Sub
further agree to take all steps necessary to cause the Schedule 14D-1 as so
corrected to be filed with the SEC and the other Offer Documents as so
corrected to be disseminated to holders of Shares, in each case as and to
the extent required by applicable Federal securities laws. The Company and
its counsel shall be given reasonable opportunity to review and comment
upon the Offer Documents prior to their filing with the SEC or
dissemination to the stockholders of the Company. Parent and Sub agree to
provide the Company and its counsel any comments Parent, Sub or their
counsel may receive from the SEC or its staff with respect to the Offer
Documents promptly after the receipt of such comments.

(c) Parent shall provide or cause to be provided to Sub on a
timely basis the funds necessary to accept for payment, and pay for, any
Shares that Sub becomes obligated to accept for payment, and pay for,
pursuant to the Offer.

SECTION 1.02. Company Actions. (a) The Company hereby approves
of and consents to the Offer and represents that the Board of Directors of
the Company, at a meeting duly called and held, at which all directors were
present and all of whom were Continuing Directors (as defined in
Article TENTH of the Certificate of Incorporation of the Company), duly and
unanimously adopted resolutions approving this Agreement, the Offer, the
Merger and the Stockholder Agreement, determining that the terms of the
Offer and the Merger are fair to, and in the best interests of, the
Company's stockholders and recommending that holders of Shares accept the
Offer and that the Company's stockholders approve and adopt this Agreement.
The Company represents that its Board of Directors has received the opinion
of Lazard Freres & Co. LLC that the proposed consideration to

<PAGE> 10

be received by holders of Shares pursuant to the Offer, and by holders of
Shares and Class B Shares pursuant to the Merger, is fair to such holders
from a financial point of view, and a complete and correct signed copy of
such opinion has been delivered by the Company to Parent. The Company has
been advised by each of its directors and executive officers that each such
person intends to tender all Shares (other than Shares issued under the
1979 Stock Option Plan (as defined in Section 4.10(i)) owned by such person
pursuant to the Offer.

(b) On the date the Offer Documents are filed with the SEC, the
Company shall file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended
from time to time, the "Schedule 14D-9") containing the recommendation
described in paragraph (a) (subject to the right of the Board of Directors
of the Company to withdraw or modify its approval or recommendation of the
Offer, the Merger and this Agreement as set forth in Section 6.02(b)), and
the Company shall cause to be disseminated the Schedule 14D-9 to holders of
Shares as and to the extent required by applicable Federal securities laws.
Each of the Company, Parent and Sub agrees promptly to correct any
information provided by it for use in the Schedule 14D-9 if and to the
extent that such information shall have become false or misleading in any
material respect, and the Company further agrees to take all steps
necessary to amend or supplement the Schedule 14D-9 and to cause the
Schedule 14D-9 as so amended or supplemented to be filed with the SEC and
disseminated to holders of Shares, in each case as and to the extent
required by applicable Federal securities laws. Parent and its counsel
shall be given reasonable opportunity to review and comment upon the
Schedule 14D-9 prior to its filing with the SEC or dissemination to
stockholders of the Company. The Company agrees to provide Parent and its
counsel any comments the Company or its counsel may receive from the SEC or
its staff with respect to the Schedule 14D-9 promptly after the receipt of
such comments.

(c) In connection with the Offer and the Merger, the Company
shall cause its transfer agent to furnish Sub promptly with mailing labels
containing the names and addresses of the record holders of Shares and
Class B Shares

<PAGE> 11

as of a recent date and of those persons becoming record holders subsequent
to such date, together with copies of all lists of stockholders, security
position listings and computer files and all other information in the
Company's possession or control regarding the beneficial owners of Shares
and Class B Shares, and shall furnish to Sub such information and
assistance (including updated lists of stockholders, security position
listings and computer files) as Parent may reasonably request in
communicating the Offer to the Company's stockholders. Subject to the
requirements of applicable law, and except for such steps as are necessary
to disseminate the Offer Documents and any other documents necessary to
consummate the Merger, Parent and Sub and their agents shall hold in
confidence the information contained in any such labels, listings and
files, will use such information only in connection with the Offer and the
Merger and, if this Agreement shall be terminated, will, upon request,
deliver, and will use their best efforts to cause their agents to deliver,
to the Company all copies of such information then in their possession or
control.

ARTICLE II

The Merger

SECTION 2.01. The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with the Delaware
General Corporation Law (the "DGCL"), Sub shall be merged with and into the
Company at the Effective Time (as defined in Section 2.03). Following the
Effective Time, the separate corporate existence of Sub shall cease and the
Company shall continue as the surviving corporation (the "Surviving
Corporation") and shall succeed to and assume all the rights and
obligations of Sub in accordance with the DGCL. At the election of Parent,
any direct or indirect wholly owned subsidiary (as defined in
Section 10.03) of Parent may be substituted for Sub as a constituent
corporation in the Merger. In such event, the parties agree to execute an
appropriate amendment to this Agreement in order to reflect the foregoing.

SECTION 2.02. Closing. The closing of the Merger will take
place at 10:00 a.m. on a date to be specified by

<PAGE> 12

Parent or Sub, which shall be no later than the second business day after
satisfaction or waiver of the conditions set forth in Article VIII (the
"Closing Date"), at the offices of Cravath, Swaine & Moore, Worldwide
Plaza, 825 Eighth Avenue, New York, New York 10019, unless another date,
time or place is agreed to in writing by the parties hereto.

SECTION 2.03. Effective Time. Subject to the provisions of this
Agreement, as soon as practicable on or after the Closing Date, the parties
shall file a certificate of merger or other appropriate documents (in any
such case, the "Certificate of Merger") executed in accordance with the
relevant provisions of the DGCL and shall make all other filings or
recordings required under the DGCL. The Merger shall become effective at
such time as the Certificate of Merger is duly filed with the Delaware
Secretary of State, or at such other time as Sub and the Company shall
agree should be specified in the Certificate of Merger (the time the Merger
becomes effective being hereinafter referred to as the "Effective Time").

SECTION 2.04. Effects of the Merger. The Merger shall have the
effects set forth in Section 259 of the DGCL.

SECTION 2.05. Certificate of Incorporation and By-laws.
(a) The Certificate of Incorporation of the Company, as in effect
immediately prior to the Effective Time, shall be amended as of the
Effective Time so that Article FOURTH of such certificate of incorporation
reads in its entirety as follows: "The total number of shares of all
classes of stock that the corporation shall have authority to issue is
1,000 shares of Common Stock, par value $.01 per share." and, as so
amended, such certificate of incorporation shall be the certificate of
incorporation of the Surviving Corporation until thereafter changed or
amended as provided therein or by applicable law.

(b) The By-laws of Sub as in effect immediately prior to the
Effective Time shall be the By-laws of the Surviving Corporation, until
thereafter changed or amended as provided therein or by applicable law.

<PAGE> 13

SECTION 2.06. Directors. The directors of Sub immediately prior
to the Effective Time shall be the directors of the Surviving Corporation,
until the earlier of their resignation or removal or until their respective
successors are duly elected and qualified, as the case may be.

SECTION 2.07. Officers. The officers of the Company immediately
prior to the Effective Time shall be the officers of the Surviving
Corporation, until the earlier of their resignation or removal or until
their respective successors are duly elected and qualified, as the case may
be.

ARTICLE III

Effect of the Merger on the Capital Stock of the
Constituent Corporations; Exchange of Certificates

SECTION 3.01. Effect on Capital Stock. As of the Effective
Time, by virtue of the Merger and without any action on the part of the
holder of any Shares or Class B Shares or any shares of capital stock of
Sub:

(a) Capital Stock of Sub. Each issued and outstanding share of
capital stock of Sub shall be converted into and become one fully paid
and nonassessable shares of Common Stock, par value $.01 per share, of
the Surviving Corporation.

(b) Cancelation of Treasury Stock and Parent Owned Stock. Each
Share and Class B Share that is owned by the Company or by any
subsidiary of the Company and each Share and Class B Share that is
owned by Parent, Sub or any other subsidiary of Parent shall
automatically be canceled and retired and shall cease to exist, and no
consideration shall be delivered in exchange therefor.

(c) Conversion of Shares and Class B Shares. Subject to
Section 3.01(d), each Share and Class B Share issued and outstanding
(other than Shares and Class B Shares to be canceled in accordance
with

<PAGE> 14

Section 3.01(b)) shall be converted into the right to receive from the
Surviving Corporation in cash, without interest, the price paid in the
Offer (the "Merger Consideration"). As of the Effective Time, all
such Shares and Class B Shares shall no longer be outstanding and
shall automatically be canceled and retired and shall cease to exist,
and each holder of a certificate representing any such Shares or
Class B Shares shall cease to have any rights with respect thereto,
except the right to receive the Merger Consideration, without
interest.

(d) Shares of Dissenting Stockholders. Notwithstanding anything
in this Agreement to the contrary, any issued and outstanding Shares
or Class B Shares held by a person (a "Dissenting Stockholder") who
objects to the Merger and complies with all the provisions of Delaware
law concerning the right of holders of Shares and/or Class B Shares to
dissent from the Merger and require appraisal of their Shares and/or
Class B Shares ("Dissenting Shares") shall not be converted as
described in Section 3.01(c), but shall be converted into the right to
receive such consideration as may be determined to be due to such
Dissenting Stockholder pursuant to the laws of the State of Delaware.
If, after the Effective Time, such Dissenting Stockholder withdraws
his demand for appraisal or fails to perfect or otherwise loses his
right of appraisal, in any case pursuant to the DGCL, his Shares
and/or Class B Shares shall be deemed to be converted as of the
Effective Time into the right to receive the Merger Consideration.
The Company shall give Parent (i) prompt notice of any demands for
appraisal of Shares or Class B Shares received by the Company and
(ii) the opportunity to participate in and direct all negotiations and
proceedings with respect to any such demands. The Company shall not,
without the prior written consent of Parent, make any payment with
respect to, or settle, offer to settle or otherwise negotiate, any
such demands.

SECTION 3.02. Exchange of Certificates. (a) Paying Agent.
Prior to the Effective Time, Parent shall designate a bank or trust company
to act as paying agent in

<PAGE> 15

the Merger (the "Paying Agent"), and, from time to time on, prior to or
after the Effective Time, Parent shall make available, or cause the
Surviving Corporation to make available, to the Paying Agent cash in
amounts and at the times necessary for the payment of the Merger
Consideration upon surrender of certificates representing Shares or Class B
Shares as part of the Merger pursuant to Section 3.01 (it being understood
that any and all interest earned on funds made available to the Paying
Agent pursuant to this Agreement shall be turned over to Parent).

(b) Exchange Procedure. As soon as reasonably practicable after
the Effective Time, the Paying Agent shall mail to each holder of record of
a certificate or certificates that immediately prior to the Effective Time
represented Shares or Class B Shares (the "Certificates"), (i) a letter of
transmittal (which shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon delivery of the
Certificates to the Paying Agent and shall be in a form and have such other
provisions as Parent may reasonably specify) and (ii) instructions for use
in effecting the surrender of the Certificates in exchange for the Merger
Consideration. Upon surrender of a Certificate for cancelation to the
Paying Agent or to such other agent or agents as may be appointed by
Parent, together with such letter of transmittal, duly executed, and such
other documents as may reasonably be required by the Paying Agent, the
holder of such Certificate shall be entitled to receive in exchange
therefor the amount of cash into which the Shares or Class B Shares
theretofore represented by such Certificate shall have been converted
pursuant to Section 3.01, and the Certificate so surrendered shall
forthwith be canceled. In the event of a transfer of ownership of Shares
or Class B Shares that is not registered in the transfer records of the
Company, payment may be made to a person other than the person in whose
name the Certificate so surrendered is registered, if such Certificate
shall be properly endorsed or otherwise be in proper form for transfer and
the person requesting such payment shall pay any transfer or other taxes
required by reason of the payment to a person other than the registered
holder of such Certificate or establish to the satisfaction of the
Surviving Corporation that such tax has been paid or is not applicable.
Until surrendered

<PAGE> 16

as contemplated by this Section 3.02, each Certificate shall be deemed at
any time after the Effective Time to represent only the right to receive
upon such surrender the amount of cash, without interest, into which the
Shares or Class B Shares theretofore represented by such Certificate shall
have been converted pursuant to Section 3.01. No interest will be paid or
will accrue on the cash payable upon the surrender of any Certificate.

(c) No Further Ownership Rights in Shares or Class B Shares.
All cash paid upon the surrender of Certificates in accordance with the
terms of this Article III shall be deemed to have been paid in full
satisfaction of all rights pertaining to the Shares and Class B Shares
theretofore represented by such Certificates. At the Effective Time, the
stock transfer books of the Company shall be closed, and there shall be no
further registration of transfers on the stock transfer books of the
Surviving Corporation of the Shares and the Class B Shares that were
outstanding immediately prior to the Effective Time. If, after the
Effective Time, Certificates are presented to the Surviving Corporation or
the Paying Agent for any reason, they shall be canceled and exchanged as
provided in this Article III.

(d) No Liability. None of Parent, Sub, the Company or the
Paying Agent shall be liable to any person in respect of any cash delivered
to a public official pursuant to any applicable abandoned property, escheat
or similar law. If any Certificates shall not have been surrendered prior
to seven years after the Effective Time (or immediately prior to such
earlier date on which any payment pursuant to this Article III would
otherwise escheat to or become the property of any Governmental Entity (as
defined in Section 4.05)), the cash payment in respect of such Certificate
shall, to the extent permitted by applicable law, become the property of
the Surviving Corporation, free and clear of all claims or interests of any
person previously entitled thereto.

<PAGE> 17

ARTICLE IV

Representations and Warranties of the Company

The Company represents and warrants to Parent and Sub as follows:

SECTION 4.01. Organization. The Company and each of its
Significant Subsidiaries (as defined in Section 10.03) is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has all requisite corporate power and
authority to carry on its business as now being conducted. The Company and
each of its Significant Subsidiaries is duly qualified or licensed to do
business and in good standing in each jurisdiction in which the property
owned, leased or operated by it or the nature of the business conducted by
it makes such qualification or licensing necessary, except in such
jurisdictions where the failure to be so duly qualified or licensed and in
good standing would not have a material adverse effect (as defined in
Section 10.03) on the Company or prevent or materially delay the
consummation of the Offer and/or the Merger. The Company has delivered to
Parent complete and correct copies of its Certificate of Incorporation and
By-laws and the certificates of incorporation and by-laws (or similar
organizational documents) of its U.S. Significant Subsidiaries.

SECTION 4.02. Subsidiaries. Item 4.02 of the letter from the
Company to Parent dated the date hereof, which letter relates to this
Agreement and is designated therein as the Company Disclosure Letter (the
"Company Letter") lists each subsidiary of the Company. All the
outstanding shares of capital stock of each such subsidiary are owned by
the Company, by another wholly owned subsidiary of the Company or by the
Company and another wholly owned subsidiary of the Company, free and clear
of all pledges, claims, liens, charges, encumbrances and security interests
of any kind or nature whatsoever (collectively, "Liens"), and are duly
authorized, validly issued, fully paid and nonassessable. Except as set
forth in Item 4.02 of the Company Letter and except for the capital stock
of its subsidiaries, the Company does not own, directly or

<PAGE> 18

indirectly, any capital stock or other ownership interest in any
corporation, partnership, joint venture or other entity.

SECTION 4.03. Capitalization. The authorized capital stock of
the Company consists of 30,000,000 Shares, 15,000,000 Class B Shares and
5,000,000 shares of Preferred Stock, par value $.50 per share. At the
close of business on February 5, 1996, (i) 6,857,801 Shares were issued and
outstanding, (ii) 1,091,510 Shares were held by the Company in its
treasury, (iii) 1,190,258 Shares were reserved for issuance upon exercise
of options to purchase Shares ("Company Stock Options") issued pursuant to
the Company's stock option plans, (iv) 3,044,829 Class B Shares were issued
and outstanding and (v) no Class B Shares were held by the Company in its
treasury. Except as set forth above, as of the date of this Agreement, no
shares of capital stock or other voting securities of the Company were
issued, reserved for issuance or outstanding. All outstanding shares of
capital stock of the Company are, and all shares which may be issued will
be, when issued, duly authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights. There are no bonds,
debentures, notes or other indebtedness of the Company having the right to
vote (or convertible into, or exchangeable for, securities having the right
to vote) on any matters on which stockholders of the Company may vote.
Except as set forth above, as of the date of this Agreement, there are not
any securities, options, warrants, calls, rights, commitments, agreements,
arrangements or undertakings of any kind to which the Company or any of its
subsidiaries is a party or by which any of them is bound obligating the
Company or any of its subsidiaries to issue, deliver or sell, or cause to
be issued, delivered or sold, additional shares of capital stock or other
voting securities of the Company or of any of its subsidiaries or
obligating the Company or any of its subsidiaries to issue, grant, extend
or enter into any such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking. Except as set forth in Item 4.03 of
the Company Letter, as of the date of this Agreement, there are not any
outstanding contractual obligations of the Company or any of its
subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of
capital stock of the Company or (ii) to vote or to dispose

<PAGE> 19

of any shares of the capital stock of any of the Company's subsidiaries.

SECTION 4.04. Authority. The Company has the requisite
corporate power and authority to execute and deliver this Agreement and,
subject to the approval and adoption of this Agreement by the holders of a
majority of the combined voting power of the Shares and the Class B Shares
(the "Company Stockholder Approval"), to consummate the transactions
contemplated hereby. The execution, delivery and performance of this
Agreement and the consummation by the Company of the Merger and of the
other transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of the Company and no other
corporate proceedings on the part of the Company are necessary to authorize
this Agreement or to consummate the transactions so contemplated (in each
case, other than, with respect to the Merger, the Company Stockholder
Approval). This Agreement has been duly executed and delivered by the
Company and, assuming this Agreement constitutes a valid and binding
obligation of Parent and Sub, constitutes a valid and binding obligation of
the Company enforceable against the Company in accordance with its terms.

SECTION 4.05. Consents and Approvals; No Violations. Except as
set forth in Item 4.05 of the Company Letter, and except for filings,
permits, authorizations, consents and approvals as may be required under,
and other applicable requirements of, the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (including the filing with the SEC of the
Schedule 14D-9 and a proxy statement relating to any required Company
Stockholder Approval (the "Proxy Statement")), the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the DGCL,
the laws of other states in which the Company is qualified to do or is
doing business, state takeover laws and foreign and supranational laws
relating to antitrust and anticompetition clearances, neither the
execution, delivery or performance of this Agreement by the Company nor the
consummation by the Company of the transactions contemplated hereby will
(i) conflict with or result in any breach of any provision of the
Certificate of Incorporation or By-laws of the Company or of the similar
organizational documents of

<PAGE> 20

any of its Significant Subsidiaries, (ii) require any filing with, or
permit, authorization, consent or approval of, any Federal, state or local
government or any court, tribunal, administrative agency or commission or
other governmental or other regulatory authority or agency, domestic,
foreign or supranational (a "Governmental Entity") (except where the
failure to obtain such permits, authorizations, consents or approvals or to
make such filings would not have a material adverse effect on the Company
or prevent or materially delay the consummation of the Offer and/or the
Merger), (iii) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give rise to any
right of termination, amendment, cancelation or acceleration) under, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
lease, license, contract, agreement or other instrument or obligation to
which the Company or any of its subsidiaries is a party or by which any of
them or any of their properties or assets may be bound or (iv) violate any
order, writ, injunction, decree, statute, rule or regulation applicable to
the Company, any of its subsidiaries or any of their properties or assets,
except in the case of clauses (iii) or (iv) for violations, breaches or
defaults that would not have a material adverse effect on the Company or
prevent or materially delay the consummation of the Offer and/or the
Merger.

SECTION 4.06. SEC Reports and Financial Statements. The Company
and each of its subsidiaries has filed with the SEC, and has heretofore
made available to Parent true and complete copies of, all forms, reports,
schedules, statements and other documents required to be filed by it since
March 1, 1994, under the Exchange Act or the Securities Act of 1933 (the
"Securities Act") (such forms, reports, schedules, statements and other
documents, including any financial statements or schedules included
therein, are referred to as the "Company SEC Documents"). The Company SEC
Documents, at the time filed, (a) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading and
(b) complied in all material respects with the applicable requirements of
the Exchange Act and the

<PAGE> 21

Securities Act, as the case may be, and the applicable rules and
regulations of the SEC thereunder. Except to the extent that information
contained in any Company SEC Document has been revised or superseded by a
subsequently filed Company Filed SEC Document (as defined in Section 4.07)
(a copy of which has been made available to Parent prior to the date
hereof), none of the Company SEC Documents contains an untrue statement of
a material fact or omits to state a material fact required to be stated or
incorporated by reference therein or necessary in order to make the
statements therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in
the Company SEC Documents comply as to form in all material respects with
applicable accounting requirements and with the published rules and
regulations of the SEC with respect thereto, have been prepared in
accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except as may be indicated in
the notes thereto or, in the case of the unaudited statements, as permitted
by Form 10-Q of the SEC) and fairly present (subject, in the case of the
unaudited statements, to normal, recurring audit adjustments) the
consolidated financial position of the Company and its consolidated
subsidiaries as at the dates thereof and the consolidated results of their
operations and cash flows for the periods then ended.

SECTION 4.07. Absence of Certain Changes or Events. Except as
disclosed in Item 4.07 of the Company Letter or in the Company SEC
Documents filed and publicly available prior to the date of this Agreement
(the "Company Filed SEC Documents"), since February 28, 1995, the Company
and its subsidiaries have conducted their respective businesses only in the
ordinary course, and there has not been (i) any material adverse change (as
defined in Section 10.03) with respect to the Company, (ii) any
declaration, setting aside or payment of any dividend or other distribution
with respect to its capital stock (other than regular quarterly cash
dividends not in excess of $.08 per Share and $.08 per Class B Share with
usual record and payment dates and in accordance with the Company's present
dividend policy) or any redemption, purchase or other acquisition of any of
its capital stock, (iii) any split,

<PAGE> 22

combination or reclassification of any of its capital stock or any issuance
or the authorization of any issuance of any other securities in respect of,
in lieu of or in substitution for shares of its capital stock, (iv) (x) any
granting by the Company or any of its subsidiaries to any officer of the
Company or any of its subsidiaries of any increase in compensation, except
in the ordinary course of business (including in connection with
promotions) consistent with past practice or as was required under
employment agreements in effect as of February 28, 1995, (y) any granting
by the Company or any of its subsidiaries to any such officer of any
increase in severance or termination pay, except as part of a standard
employment package to any person promoted or hired (but not including the
five most senior officers), or as was required under employment, severance
or termination agreements in effect as of February 28, 1995, or (z) except
employment agreements in the ordinary course of business consistent with
past practice with employees other than any executive officer of the
Company, any entry by the Company or any of its subsidiaries into any
employment, consulting, severance, termination or indemnification agreement
with any such employee or executive officer, (v) any damage, destruction or
loss, whether or not covered by insurance, that has or reasonably could be
expected to have a material adverse effect on the Company, (vi) any
revaluation by the Company of any of its material assets or (vii) any
material change in accounting methods, principles or practices by the
Company, except as described in Item 4.07 of the Company Letter.

SECTION 4.08. No Undisclosed Liabilities. Except as and to the
extent set forth in Item 4.08 of the Company Letter or in the Company's
Annual Report to Stockholders for the fiscal year ended February 28, 1995,
as of February 28, 1995, neither the Company nor any of its subsidiaries
had any liabilities or obligations of any nature, whether or not accrued,
contingent or otherwise, that would be required by generally accepted
accounting principles to be reflected on a consolidated balance sheet of
the Company and its subsidiaries (including the notes thereto). Since
February 28, 1995, except as and to the extent set forth in Item 4.08 of
the Company Letter or in the Company Filed SEC Documents, neither the
Company nor any of its subsidiaries

<PAGE> 23

has incurred any liabilities of any nature, whether or not accrued,
contingent or otherwise, that would be reasonably expected to have a
material adverse effect on the Company.

SECTION 4.09. Information Supplied. None of the information
supplied or to be supplied by the Company specifically for inclusion or
incorporation by reference in (i) the Offer Documents, (ii) the
Schedule 14D-9, (iii) the information to be filed by the Company in
connection with the Offer pursuant to Rule 14f-1 promulgated under the
Exchange Act (the "Information Statement") or (iv) the Proxy Statement,
will, in the case of the Offer Documents, the Schedule 14D-9 and the
Information Statement, at the respective times the Offer Documents, the
Schedule 14D-9 and the Information Statement are filed with the SEC or
first published, sent or given to the Company's stockholders, or, in the
case of the Proxy Statement, at the time the Proxy Statement is first
mailed to the Company's stockholders or at the time of the Stockholders
Meeting (as defined in Section 7.01), contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of
the circumstances under which they are made, not misleading. The
Schedule 14D-9, the Information Statement and the Proxy Statement will
comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder, except that no
representation or warranty is made by the Company with respect to
statements made or incorporated by reference therein based on information
supplied by Parent or Sub specifically for inclusion or incorporation by
reference therein.

SECTION 4.10. Benefit Plans; Employees and Employment Practices.
(a) Except as disclosed in the Company Filed SEC Documents, since the date
of the most recent audited financial statements included in the Company
Filed SEC Documents, there has not been any adoption or amendment in any
material respect (including any increase or improvements in benefits or
coverage) by the Company or any of its subsidiaries of any collective
bargaining agreement or any bonus, pension, profit sharing, deferred
compensation, incentive compensation, stock ownership, stock purchase,
stock option, phantom stock, retirement, vacation,

<PAGE> 24

severance, disability, death benefit, hospitalization, medical, fringe
benefit, excess, supplemental executive compensation, employee stock
purchase, stock appreciation, restricted stock or other material employee
benefit plan, policy, arrangement or understanding (whether or not in
writing) providing benefits to any current or former employee, officer or
director of the Company or any of its subsidiaries (collectively, "Benefit
Plans"). Except as disclosed in Item 4.10(a) of the Company Letter, there
exist no employment, consulting, severance, termination or indemnification
agreements, or any other similar arrangements or understandings (whether or
not in writing) between the Company or any of its subsidiaries and any
current or former employee, officer or director of the Company or any of
its subsidiaries.

(b) Item 4.10(b) of the Company Letter contains a list of all
"employee pension benefit plans" (as defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"))
(sometimes referred to herein as "Pension Plans"), "employee welfare
benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit
Plans maintained, sponsored or contributed to, by the Company or any of its
U.S., Canadian or Japanese subsidiaries for the benefit of any current or
former employees, officers or directors of the Company or any of such
subsidiaries (the "Subject Benefit Plans"). The Company has delivered to
Parent true, complete and correct copies of (i) each Subject Benefit Plan
(or, in the case of any unwritten Subject Benefit Plans, descriptions
thereof), (ii) the most recent annual report on Form 5500 (and related
schedules and financial statements or opinions required in connection
therewith) filed with the Internal Revenue Service with respect to each
Subject Benefit Plan (if any such report was required), (iii) the most
recent actuarial report with respect to each Subject Benefit Plan, as
applicable, (iv) the most recent summary plan description (and a summary of
material modifications, if applicable) for each Subject Benefit Plan and
(v) each trust agreement and group annuity contract relating to any Subject
Benefit Plan. Any Benefit Plan that is not a Subject Benefit Plan is
either required by and maintained in accordance with applicable local law
or is immaterial to the applicable subsidiary.

<PAGE> 25

(c) Except as disclosed in Item 4.10(c) of the Company Letter,
all Pension Plans which are intended to be tax-qualified have been timely
amended to comply with ERISA and the Internal Revenue Code of 1986, as
amended (the "Code") and determination letters in respect of such Pension
Plans have been received from the Internal Revenue Service to the effect
that such Pension Plans are qualified and exempt from Federal income taxes
under Section 401(a) and 501(a), respectively, of the Code, and no such
determination letter has been revoked nor, to the best knowledge of the
Company, has revocation been threatened, nor has any such Pension Plan been
amended since the date of its most recent determination letter or
application therefor in any respect that would adversely affect its
qualification or materially increase its costs.

(d) Except as disclosed in Item 4.10(d) of the Company Letter,
each Benefit Plan has been administered in all material respects in
conformity with its terms and the applicable requirements of ERISA and the
Code and other applicable laws; and all contributions required to be made
have been made in accordance with the provisions of each such Benefit Plan
and with ERISA and the Code and other applicable laws.

(e) None of the Company or any of its subsidiaries, or any other
person or entity that, together with the Company, is treated as a single
employer under Section 414 of the Code, currently maintains or has
maintained during the five-year period preceding the date hereof any
"defined benefit plan" (within the meaning of Section 3(35) of ERISA) or
any "multiemployer plan" (within the meaning of Section 3(37) of ERISA), or
has incurred any liability under Title IV of ERISA or to the Pension
Benefit Guaranty Corporation that has not been fully paid as of the date
hereof. None of the Company, any of its subsidiaries, any officer of the
Company or any of its subsidiaries or any of the Benefit Plans which are
subject to ERISA, including the Pension Plans, any trusts created
thereunder or, to the knowledge of the Company, any trustee or
administrator thereof, has engaged in a "prohibited transaction" (as such
term is defined in Section 406 of ERISA or Section 4975 of the Code) or any
other breach of fiduciary responsibility that could reasonably be expected
to subject the Company,

<PAGE> 26

any of its subsidiaries or any officer of the Company or any of its
subsidiaries to any material tax or penalty on prohibited transactions
imposed by such Section 4975 or to any material liability under
Section 502(i) or (1) of ERISA.

(f) With respect to any Benefit Plan that is an employee welfare
benefit plan, except as disclosed in Item 4.10(f) of the Company Letter,
(i) no such Benefit Plan is funded through a "welfare benefits fund", as
such term is defined in Section 419(e) of the Code, (ii) each such Benefit
Plan that is a "group health plan", as such term is defined in
Section 5000(b)(1) of the Code, complies with the applicable requirements
of Section 4980B(f) of the Code and (iii) each such Benefit Plan (including
any such Plan covering retirees or other former employees) may be amended
or terminated without material liability to the Company or any of its
subsidiaries on or at any time after the consummation of the Offer.

(g) With respect to each Benefit Plan, all material reports and
information required to be filed with the U.S. Department of Labor, the
Internal Revenue Service or each Benefit Plan participant have been timely
filed.

(h) There is no dispute, arbitration, claim, suit or grievance,
pending or threatened, involving a Benefit Plan (other than routine claims
for benefits payable under any such plan), and, to the knowledge of the
Company, there is no basis for such a claim.

(i) Except as disclosed in Item 4.10(i) of the Company Letter,
there are no current or former employees holding Shares issued pursuant to
the Company's 1979 Non-Qualified Stock Option Plan (the "1979 Stock Option
Plan"). Each current or former employee holding any Shares issued pursuant
to the 1979 Stock Option Plan has executed on or prior to the date of this
Agreement a letter in the form set forth in Item 4.10(i) of the Company
Letter (the "Item 4.10(i) Letter").

(j) Item 4.10(j) of the Company Letter sets forth the names of
all current officers, directors and employees of the Company and its U.S.
subsidiaries, together with each

<PAGE> 27

employee's current salary, most recent bonus (excluding sales bonuses),
date of birth and date of employment. All salary and wages, vacation pay,
bonuses, commissions, sick pay and other benefits earned or due (including
contributions due to Benefit Plans) through the date hereof have been paid
to employees or former employees or to the Benefit Plans or have been
properly accrued in the financial statements of the Company included in the
most recent Company Filed SEC Documents.

(k) Except as disclosed in Item 4.10(k) of the Company Letter,
there are no material controversies, strikes, work stoppages or disputes
pending or threatened between the Company and any of its subsidiaries and
any current or former employees, no labor union or other collective
bargaining unit represents or has ever represented any employee of the
Company or any of its subsidiaries and no organizational effort by any
labor union or other collective bargaining unit currently is under way or
threatened with respect to any employee. A true, complete and correct copy
of any applicable collective bargaining agreement has been provided to
Parent, and the Company and its subsidiaries are in compliance in all
material respects with the terms thereof.

(l) The Board of Directors of the Company (or, if appropriate,
any committee of the Board of Directors administering the Stock Option
Plans (as defined in Section 7.09(a))) has taken such action as is
necessary so that, as of the Effective Time, no holder of any award under
any Stock Option Plan shall have the right upon exercise of any such award
to receive securities of the Company, Sub or Parent or any of its
affiliates.

SECTION 4.11. Contracts; Indebtedness. (a) Except as disclosed
in Item 4.11 of the Company Letter or in the Company Filed SEC Documents,
there are no contracts or agreements that are material to the business,
properties, assets, financial condition or results of operations of the
Company and its subsidiaries taken as a whole. Neither the Company nor any
of its subsidiaries is in violation of or in default under (nor does there
exist any condition which upon the passage of time or the giving of notice
would cause such a violation of or default under)

<PAGE> 28

any loan or credit agreement, note, bond, mortgage, indenture, lease,
permit, concession, franchise, license or any other contract, agreement,
arrangement or understanding, to which it is a party or by which it or any
of its properties or assets is bound, except for violations or defaults
that could not reasonably be expected to result in a material adverse
effect on the Company.

(b) Item 4.11 of the Company Letter sets forth (i) a list of all
agreements, instruments and other obligations pursuant to which any
indebtedness of the Company or any of its subsidiaries in an aggregate
principal amount in excess of 150,000 is outstanding or may be incurred and
(ii) the respective principal amounts outstanding thereunder as of January
31, 1996, in the case of the Company and its U.S. and Canadian
subsidiaries, and November 30, 1995 with respect to all other subsidiaries.

SECTION 4.12. Litigation. Except as disclosed in Item 4.12 of
the Company Letter or in the Company Filed SEC Documents, as of the date of
this Agreement, there is no suit, claim, action, proceeding or
investigation pending or, to the knowledge of the Company, threatened
against the Company or any of its subsidiaries that could reasonably be
expected to have a material adverse effect on the Company or prevent or
materially delay the consummation of the Offer and/or the Merger. Except
as disclosed in Item 4.12 of the Company Letter or in the Company Filed SEC
Documents, as of the date of this Agreement, neither the Company nor any of
its subsidiaries is subject to any outstanding judgment, order, writ,
injunction or decree that could reasonably be expected to have a material
adverse effect on the Company or prevent or materially delay the
consummation of the Offer and/or the Merger.

SECTION 4.13. Compliance with Applicable Law. The Company and
its subsidiaries hold all permits, licenses, variances, exemptions, orders
and approvals of all Governmental Entities necessary for the lawful conduct
of their respective businesses (the "Company Permits"), except for failures
to hold such permits, licenses, variances, exemptions, orders and approvals
that would not have a material adverse effect on the Company or prevent or
materially delay the consummation of the Offer and/or the

<PAGE> 29

Merger. The Company and its subsidiaries are in compliance with the terms
of the Company Permits, except where the failure so to comply would not
have a material adverse effect on the Company or prevent or materially
delay the consummation of the Offer and/or the Merger. Except as disclosed
in the Company Letter or in the Company Filed SEC Documents, to the
knowledge of the Company, the businesses of the Company and its
subsidiaries are not being conducted in violation of any law, ordinance or
regulation of any Governmental Entity, except for possible violations that
would not have a material adverse effect on the Company or prevent or
materially delay the consummation of the Offer and/or the Merger. To the
knowledge of the Company, except as set forth in the Company Filed SEC
Documents, as of the date of this Agreement, no investigation or review by
any Governmental Entity with respect to the Company or any of its
subsidiaries is pending or threatened, other than, in each case, those the
outcome of which would not be reasonably expected to have a material
adverse effect on the Company or prevent or materially delay the
consummation of the Offer and/or the Merger.

SECTION 4.14. Tax Matters. Except as set forth in Item 4.14 of
the Company Letter:

(a) The Company and each of its subsidiaries has filed all
Federal income tax returns and all other material tax returns and reports
required to be filed by it. All such returns are complete and correct in
all material respects. The Company and each of its subsidiaries has paid
(or the Company has paid on its subsidiaries' behalf) all taxes shown as
due on such returns and all material taxes (as defined below) for which no
return was required to be filed, and the most recent financial statements
contained in the Company Filed SEC Documents reflect an adequate reserve
for all taxes payable by the Company and its subsidiaries for all taxable
periods and portions thereof through the date of such financial statements.

(b) Except as set forth below, no material tax return of the
Company or any of its subsidiaries is under audit or, to the knowledge of
the Company, examination by any taxing authority. Each material deficiency
resulting from any audit or examination relating to taxes by any

<PAGE> 30

taxing authority has been paid, except for deficiencies being contested in
good faith. No material issues relating to taxes were raised in writing by
the relevant taxing authority during any presently pending audit or examination,
and no material issues relating to taxes were raised in writing by the relevant
taxing authority in any completed audit or examination that can reasonably be
expected to recur in a later taxable period. The Federal income tax returns
of the Company and each of its subsidiaries consolidated in such returns have
been examined by and settled with the Internal Revenue Service for all years
through the taxable year ended February 28, 1989. The Federal income tax
return of the Company and its subsidiaries for the taxable year ended
February 29, 1990 has not been examined by the Internal Revenue Service,
but the statute of limitations under Section 6501(a) of the Code has
expired with respect to such return and the Internal Revenue Service has
neither proposed nor made any adjustments thereto. Field work has been
completed for the Federal income tax audit of the Company and its
subsidiaries for the taxable years ended February 28, 1991 through February
28, 1993, and the Company and the Internal Revenue Service have reached
oral agreement on all issues. The results of such oral agreement are
reflected in Item 4.14 of the Company Letter. An Internal Revenue Service
Form 870 reflecting such oral agreement is expected to be received within
two weeks after the date hereof.

(c) There is no agreement or other document extending, or having
the effect of extending, the period of assessment or collection of any
taxes and no power of attorney with respect to any taxes has been executed
or filed with any taxing authority.

(d) No material liens for taxes exist with respect to any assets
or properties of the Company or any of its subsidiaries, except for
statutory liens for taxes not yet due.

(e) Except as provided in Section 4.14(b) with respect to the
Federal income tax audit for the taxable years ended February 28, 1991
through February 28, 1993, none of the Company or any of its subsidiaries
is a party to or is bound by any tax sharing agreement, tax indemnity

<PAGE> 31

obligation or similar agreement, arrangement or practice with respect to
taxes (including any advance pricing agreement, closing agreement or other
agreement relating to taxes with any taxing authority).

(f) None of the Company or any of its subsidiaries shall be
required to include in a taxable period ending after the Effective Time
taxable income attributable to income that accrued in a prior taxable
period but was not recognized in any prior taxable period as a result of
the installment method of accounting, the completed contract method of
accounting, the long-term contract method of accounting, the cash method of
accounting or Section 481 of the Code or comparable provisions of state,
local or foreign tax law.

(g) The disallowance of a deduction under Section 162(m) of the
Code for employee remuneration will not apply to any amount paid or payable
by the Company or any of its subsidiaries under any contract, plan,
program, arrangement or understanding currently in effect.

(h) Any amount or other entitlement that could be received
(whether in cash or property or the vesting of property) as a result of any
of the transactions contemplated by this Agreement by any employee, officer
or director of the Company or any of its affiliates who is a "disqualified
individual" (as such term is defined in proposed Treasury Regulation
Section 1.280G-1) under any employment, severance or termination agreement,
other compensation arrangement or Company Benefit Plan currently in effect
would not be characterized as an "excess parachute payment" or a "parachute
payment" (as such terms are defined in Section 280G(b)(1) of the Code).

(i) The Japanese trademark registrations for "FINESSE" and
"SALON SELECTIVES" are owned by the Company or a U.S. subsidiary of the
Company. For greater certainty, such trademark registrations are not owned
by a Japanese subsidiary of the Company. The statute of limitations for
assessment and collection of Japanese income tax from Helene Curtis
Enterprises, Inc. and Helene Curtis Japan, Inc. has expired with respect to
all taxable years ended on or prior to December 15, 1991, and will expire
with respect to the

<PAGE> 32

taxable year ended December 15, 1992, on or before March 15, 1996. The
Japanese tax authorities have examined the income tax return filed by
Helene Curtis Japan, Inc. for its taxable year ended December 15, 1995,
specifically with respect to the issue of whether the 5% rate in the
Technical License Agreement dated January 1, 1993, as amended, between the
Company and Helene Curtis Japan, Inc. is at arm's-length and such tax
authorities have proposed no adjustment.

(j) As used in this Agreement, "taxes" shall include all
Federal, state, local and foreign income, property, sales, excise,
withholding and other taxes, tariffs or governmental charges of any nature
whatsoever.

SECTION 4.15. State Takeover Statutes; Charter Provisions. The
action of the Board of Directors of the Company in approving the Offer, the
Merger, this Agreement and the Stockholder Agreement is sufficient to
render inapplicable to the Offer, the Merger, this Agreement and the
Stockholder Agreement and the transactions contemplated by this Agreement
and the Stockholder Agreement (a) the provisions of Section 203 of the DGCL
and (b) the supermajority voting provisions of Article TENTH of the
Company's Certificate of Incorporation. To the knowledge of the Company,
no other state takeover statute or similar statute or regulation applies or
purports to apply to the Offer, the Merger, this Agreement, the Stockholder
Agreement or any of the transactions contemplated by this Agreement or the
Stockholder Agreement.

SECTION 4.16. Environmental Matters. (a) Except as set forth in
Item 4.16 of the Company Letter, neither the Company nor any of its
subsidiaries has (i) placed, held, located, released, transported or
disposed of any Hazardous Substances (as defined below) on, under, from or
at any of the Company's or any of its subsidiaries' properties or any other
properties, other than in a manner that could not, in all such cases taken
individually or in the aggregate, reasonably be expected to result in a
material adverse effect on the Company, (ii) any knowledge or reason to
know of the presence of any Hazardous Substances on, under or at any of the
Company's or any of its subsidiaries' properties or any other property but
arising from the Company's or any of its subsidiaries' properties, other
than in a manner that

<PAGE> 33

could not reasonably be expected to result in a material adverse effect on
the Company, or (iii) received any written notice (A) of any violation of
any statute, law, ordinance, regulation, rule, judgment, decree or order of
any Governmental Entity relating to any matter of pollution, protection of
the environment, environmental regulation or control or regarding Hazardous
Substances on, under or emanating from any of the Company's or any of its
subsidiaries' properties or any other properties (collectively,
"Environmental Laws") that has not been resolved or settled with the
relevant Governmental Entity, (B) of the institution or pendency of any
suit, action, claim, proceeding or investigation by any Governmental Entity
or any third party in connection with any such violation, (C) requiring the
response to or remediation of Hazardous Substances at or arising from any
of the Company's or any of its subsidiaries' properties or any other
properties, (D) alleging noncompliance by the Company or any of its
subsidiaries with the terms of any permit required under any Environmental
Law in any manner reasonably likely to require material expenditures or to
result in material liability or (E) demanding payment for response to or
remediation of Hazardous Substances at or arising from any of the Company's
or any of its subsidiaries' properties or any other properties, except in
each case for the notices set forth in Item 4.16 of the Company Letter.
For purposes of this Agreement, the term "Hazardous Substance" shall mean
any toxic or hazardous materials or substances, including asbestos, buried
contaminants, chemicals, flammable explosives, radioactive materials,
petroleum and petroleum products and any substances defined as, or included
in the definition of, "hazardous substances", "hazardous wastes,"
"hazardous materials" or "toxic substances" under any Environmental Law.

(b) Except as set forth in Item 4.16 of the Company Letter, no
Environmental Law imposes any obligation upon the Company or its
subsidiaries arising out of or as a condition to any transaction
contemplated by this Agreement or the Stockholder Agreement, including any
requirement to modify or to transfer any permit or license, any requirement
to file any notice or other submission with any Governmental Entity, the
placement of any notice, acknowledgment or covenant in any land records, or
the modification of or

<PAGE> 34

provision of notice under any agreement, consent order or consent decree,
except where any failure to notify or place any notice would not reasonably
be expected to result in a material adverse effect on the Company or
prevent or materially delay the consummation of the Offer and/or the
Merger. No Lien has been placed upon any of the Company's or its
subsidiaries' properties under any Environmental Law.

(c) None of the Company or any of its subsidiaries owns,
operates or leases any facility qualifying as an industrial establishment
under the New Jersey Industrial Site Recovery Act.

SECTION 4.17. Intellectual Property. The Company and its
subsidiaries own, or are validly licensed or otherwise have the right to
use, all patents, patent rights, trademarks, trade names, service marks,
copyrights, know how and other proprietary intellectual property rights and
computer programs (collectively, "Intellectual Property Rights") that are
material to the conduct of the business of the Company and its subsidiaries
taken as a whole. Item 4.17 of the Company Letter sets forth a description
of all Intellectual Property Rights that are material to the conduct of the
business of the Company and its subsidiaries taken as a whole. Except as
set forth in Item 4.17 of the Company Letter, no claims are pending or, to
the knowledge of the Company, threatened that the Company or any of its
subsidiaries is infringing or otherwise adversely affecting the rights of
any person with regard to any Intellectual Property Right so as to
materially adversely affect any of the Company's material Intellectual
Property Rights, and the Company is not aware of any basis for any such
claims. To the knowledge of the Company, except as set forth in Item 4.17
of the Company Letter, no person is infringing the rights of the Company or
any of its subsidiaries with respect to any material Intellectual Property
Right so as to materially adversely effect such Intellectual Property
Right.

SECTION 4.18. Brokers; Schedule of Fees and Expenses. No
broker, investment banker, financial advisor or other person, other than
Lazard Freres & Co. LLC., the fees and expenses of which will be paid by
the Company, is entitled to any broker's, finder's, financial advisor's or

<PAGE> 35

other similar fee or commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by or on behalf
of the Company. The estimated fees and expenses incurred and to be
incurred by the Company in connection with this Agreement and the
transactions contemplated by this Agreement (including the fees of the
Company's legal counsel and the legal counsel for its financial advisor)
are set forth in Item 4.18 of the Company Letter.

SECTION 4.19. Opinion of Financial Advisor. The Company has
received the opinion of Lazard Freres & Co. LLC, dated the date of this
Agreement, to the effect that, as of the date of this Agreement, the
consideration to be received in the Offer and the Merger by the Company's
stockholders is fair to the Company's stockholders from a financial point
of view, and a complete and correct signed copy of such opinion has been,
or promptly upon receipt thereof will be, delivered to Parent.

ARTICLE V

Representations and Warranties
of Parent and Sub

Parent and Sub represent and warrant to the Company as follows:

SECTION 5.01. Organization. Each of Parent and Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has all requisite
corporate power and authority to carry on its business as now being
conducted.

SECTION 5.02. Authority. Parent and Sub have requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of Parent and Sub and no other corporate proceedings on
the part of Parent and Sub are necessary to authorize this Agreement or to

<PAGE> 36

consummate such transactions. No vote of Parent stockholders is required
to approve this Agreement or the transactions contemplated hereby. This
Agreement has been duly executed and delivered by Parent and Sub, as the
case may be, and, assuming this Agreement constitutes a valid and binding
obligation of the Company, constitutes a valid and binding obligation of
each of Parent and Sub enforceable against them in accordance with its
terms.

SECTION 5.03. Consents and Approvals; No Violations. Except for
filings, permits, authorizations, consents and approvals as may be required
under, and other applicable requirements of, the Exchange Act (including
the filing with the SEC of the Offer Documents), the HSR Act, the DGCL, the
laws of other states in which Parent is qualified to do or is doing
business, state takeover laws and foreign and supranational laws relating
to antitrust and anticompetition clearances, neither the execution,
delivery or performance of this Agreement by Parent and Sub nor the
consummation by Parent and Sub of the transactions contemplated hereby will
(i) conflict with or result in any breach of any provision of the
respective certificate of incorporation or by-laws of Parent and Sub,
(ii) require any filing with, or permit, authorization, consent or approval
of, any Governmental Entity (except where the failure to obtain such
permits, authorizations, consents or approvals or to make such filings
would not be reasonably expected to prevent or materially delay the
consummation of the Offer and/or the Merger), (iii) result in a violation
or breach of, or constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, amendment,
cancelation or acceleration) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, lease,
contract, agreement or other instrument or obligation to which Parent or
any of its subsidiaries is a party or by which any of them or any of their
properties or assets may be bound or (iv) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to Parent, any
of its subsidiaries or any of their properties or assets, except in the
case of clauses (iii) and (iv) for violations, breaches or defaults which
would not, individually or in the aggregate, be reasonably expected to
prevent or materially delay the consummation of the Offer and/or the
Merger.

<PAGE> 37

SECTION 5.04. Information Supplied. None of the information
supplied or to be supplied by Parent or Sub specifically for inclusion or
incorporation by reference in (i) the Offer Documents, (ii) the
Schedule 14D-9, (iii) the Information Statement or (iv) the Proxy Statement
will, in the case of the Offer Documents, the Schedule 14D-9 and the
Information Statement, at the respective times the Offer Documents, the
Schedule 14D-9 and the Information Statement are filed with the SEC or
first published, sent or given to the Company's stockholders, or, in the
case of the Proxy Statement, at the time the Proxy Statement is first
mailed to the Company's stockholders or at the time of the Stockholders
Meeting, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
are made, not misleading. The Offer Documents will comply as to form in
all material respects with the requirements of the Exchange Act and the
rules and regulations thereunder, except that no representation or warranty
is made by Parent or Sub with respect to statements made or incorporated by
reference therein based on information supplied by the Company specifically
for inclusion or incorporation by reference therein.

SECTION 5.05. Interim Operations of Sub. Sub was formed solely
for the purpose of engaging in the transactions contemplated hereby, has
engaged in no other business activities and has conducted its operations
only as contemplated hereby.

SECTION 5.06. Brokers. No broker, investment banker, financial
advisor or other person, other than Morgan Stanley & Co. Incorporated, the
fees and expenses of which will be paid by Parent, is entitled to any
broker's, finder's, financial advisor's or other similar fee or commission
in connection with the transactions contemplated by this Agreement based
upon arrangements made by or on behalf of Parent or Sub.

SECTION 5.07. Financing. Parent has sufficient funds available
to purchase, or to cause Sub to purchase, on a fully diluted basis, all the
outstanding Shares and Class B Shares pursuant to the Offer and the Merger
and to

<PAGE> 38

pay all fees and expenses related to the transactions contemplated by this
Agreement.

SECTION 5.08. Ownership of Shares. As of the date of this
Agreement, other than pursuant to the Stockholder Agreement or through
pension plan or similar fiduciary investment accounts, the investment
decisions of which are not controlled by Parent or its affiliates, neither
Parent nor any of its affiliates is the record owner of, or has any
beneficial interest in, any Shares.

ARTICLE VI

Covenants

SECTION 6.01. Covenants of the Company. Until such time as
Parent's designees shall constitute a majority of the members of the Board
of Directors of the Company, the Company agrees as to itself and its
subsidiaries that (except as expressly contemplated or permitted by this
Agreement or except to the extent that Parent shall otherwise consent in
writing):

(a) Ordinary Course. The Company shall, and shall cause its
subsidiaries to, carry on their respective businesses in the usual, regular
and ordinary course in substantially the same manner as heretofore
conducted and shall use all reasonable efforts to preserve intact their
present business organizations, keep available the services of their
present officers and employees and preserve their relationships with
customers, suppliers and others having business dealings with the Company
and its subsidiaries.

(b) Dividends; Changes in Stock. The Company shall not, and
shall not permit any of its subsidiaries to, (i) declare or pay any
dividends on or make other distributions in respect of any of its capital
stock (other than regular quarterly cash dividends not in excess of $.08
per Share or $.08 per Class B Share with usual record and payment dates and
in accordance with the Company's present dividend policy), except for
dividends by a direct or indirect wholly owned subsidiary of the Company to
its parent, (ii) split, combine or reclassify any of its capital

<PAGE> 39

stock or issue or authorize or propose the issuance of any other securities
in respect of, in lieu of or in substitution for shares of its capital
stock or (iii) repurchase, redeem or otherwise acquire any shares of
capital stock of the Company or its subsidiaries or any other securities
thereof or any rights, warrants or options to acquire any such shares or
other securities.

(c) Issuance of Securities. The Company shall not, and shall
not permit any of its subsidiaries to, issue, deliver, sell, pledge or
encumber, or authorize or propose the issuance, delivery, sale, pledge or
encumbrance of, any shares of its capital stock of any class or any
securities convertible into, or any rights, warrants, calls, subscriptions
or options to acquire, any such shares or convertible securities, or any
other ownership interest (including stock appreciation rights or phantom
stock) other than (i) the issuance of Shares upon the exercise of Company
Stock Options outstanding on the date of this Agreement and in accordance
with the terms of such Company Stock Options and (ii) the issuance of
Shares upon the conversion of Class B Shares.

(d) Governing Documents. The Company shall not, and shall not
permit any of its subsidiaries to, amend or propose to amend its
certificate of incorporation or by-laws (or similar organizational
documents).

(e) No Acquisitions. The Company shall not, and shall not
permit any of its subsidiaries to, acquire or agree to acquire (i) by
merging or consolidating with, or by purchasing a substantial equity
interest in or substantial portion of the assets of, or by any other
manner, any business or any corporation, partnership, joint venture,
association or other business organization or division thereof or (ii) any
assets that are material, individually or in the aggregate, to the Company
and its subsidiaries taken as a whole, except purchases of inventory in the
ordinary course of business consistent with past practice and expenditures
consistent with the Company's current capital budget previously furnished
to Parent.

(f) No Dispositions. Other than sales of its products to
customers and immaterial dispositions of

<PAGE> 40

personal property, in each case in the ordinary course of business
consistent with past practice, the Company shall not, and shall not permit
any of its subsidiaries to, sell, lease, license, encumber or otherwise
dispose of, or agree to sell, lease, license, encumber or otherwise dispose
of, any of its assets.

(g) Indebtedness. The Company shall not, and shall not permit
any of its subsidiaries to, (i) incur any indebtedness for borrowed money
or guarantee any such indebtedness or issue or sell any debt securities or
warrants or rights to acquire any debt securities of the Company or any of
its subsidiaries, guarantee any debt securities of others, enter into any
"keep-well" or other agreement to maintain any financial statement
condition of another person or enter into any arrangement having the
economic effect of any of the foregoing, except for working capital
borrowings incurred in the ordinary course of business consistent with past
practice, or (ii) make any loans, advances or capital contributions to, or
investments in, any other person, other than (A) to the Company or any
direct or indirect wholly owned subsidiary of the Company or (B) any
advances to employees (1) in accordance with the terms of the Stock Option
Plans at a rate not less than the Company's cost of funds for short-term
borrowings and payable within 12 business days following the borrowing or
(2) in accordance with past practice.

(h) Advice of Changes; Filings. The Company shall confer on a
regular basis with Parent with respect to operational matters and promptly
advise Parent orally and in writing of any material adverse change with
respect to the Company. The Company shall promptly provide to Parent (or
its counsel) copies of all filings made by the Company with any
Governmental Entity in connection with this Agreement and the transactions
contemplated hereby.

(i) Tax Matters. The Company shall not make any tax election
that would have a material effect on the tax liability of the Company or
any of its subsidiaries or settle or compromise any tax liability of the
Company or any of its subsidiaries that would materially affect the
aggregate tax liability of the Company or any of its subsidiaries. The
Company shall, before filing or causing

<PAGE> 41

to be filed any material tax return of the Company or any of its
subsidiaries or settling any tax liability not described in the preceding
sentence, consult with Parent and its advisors as to the positions and
elections that may be taken or made with respect to such return or with
respect to such settlement.

(j) Capital Expenditures. Neither the Company nor any of its
subsidiaries shall make or agree to make any new capital expenditure or
expenditures other than expenditures consistent with the Company's current
capital budget previously furnished to Parent.

(k) Discharge of Liabilities. The Company shall not, and shall
not permit any of its subsidiaries to, pay, discharge, settle or satisfy
any claims, liabilities or obligations (absolute, accrued, asserted or
unasserted, contingent or otherwise), other than the payment, discharge,
settlement or satisfaction, (i) in the ordinary course of business
consistent with past practice or in accordance with their terms, of claims,
liabilities or obligations recognized or disclosed in the most recent
consolidated financial statements (or the notes thereto) of the Company
included in the Company Filed SEC Documents or incurred since the date of
such financial statements in the ordinary course of business consistent
with past practice or (ii) of claims, liabilities or obligations to the
extent they are less than $10,000 and unrelated to the Company's
stockholders or the transactions contemplated by this Agreement and the
Stockholder Agreement, or waive the benefits of, or agree to modify in any
manner, any confidentiality, standstill or similar agreement to which the
Company or any of its subsidiaries is a party.

(l) Material Contracts. Except in the ordinary course of
business, neither the Company nor any of its subsidiaries shall (i) modify,
amend or terminate any material contract or agreement to which the Company
or such subsidiary is a party or (ii) waive, release or assign any material
rights or claims.

(m) General. The Company shall not, and shall not permit any of
its subsidiaries to, authorize any of, or

<PAGE> 42

commit or agree to take any of, the foregoing actions otherwise prohibited
by this Section 6.01.

SECTION 6.02. No Solicitation. (a) The Company shall, and
shall direct and use reasonable efforts to cause its officers, directors,
employees, representatives and agents to, immediately cease any discussions
or negotiations with any parties that may be ongoing with respect to a
Takeover Proposal (as hereinafter defined). The Company shall not, nor
shall it permit any of its subsidiaries to, nor shall it authorize or
permit any of its officers, directors or employees or any investment
banker, financial advisor, attorney, accountant or other representative
retained by it or any of its subsidiaries to, directly or indirectly,
(i) solicit, initiate or knowingly encourage (including by way of
furnishing information), or take any other action designed or reasonably
likely to facilitate, any inquiries or the making of any proposal which
constitutes, or may reasonably be expected to lead to, any Takeover
Proposal or (ii) participate in any discussions or negotiations regarding
any Takeover Proposal; provided, however, that if, at any time prior to the
acceptance for payment of Shares pursuant to the Offer, the Board of
Directors of the Company determines in good faith, after consultation with
outside counsel, that it is necessary to do so in order to comply with its
fiduciary duties to the Company's stockholders under applicable law, the
Company may, in response to a Takeover Proposal which was not solicited
subsequent to the date hereof, and subject to compliance with
Section 6.02(c), (x) furnish information with respect to the Company to any
person pursuant to a customary confidentiality agreement (as determined by
the Company after consultation with its outside counsel) and
(y) participate in negotiations regarding such Takeover Proposal. Without
limiting the foregoing, it is understood that any violation of the
restrictions set forth in the preceding sentence by any director or
executive officer of the Company or any of its subsidiaries, whether or not
such person is purporting to act on behalf of the Company or any of its
subsidiaries or otherwise, shall be deemed to be a breach of this
Section 6.02(a) by the Company. For purposes of this Agreement, "Takeover
Proposal" means any inquiry, proposal or offer from any person relating to
any direct or indirect acquisition or purchase of 20% or more of the

<PAGE> 43

assets of the Company and its subsidiaries or 20% or more of any class of
equity securities of the Company or any of its subsidiaries, any tender
offer or exchange offer that if consummated would result in any person
beneficially owning 20% or more of any class of equity securities of the
Company or any of its subsidiaries, any merger, consolidation, business
combination, recapitalization, liquidation, dissolution or similar
transaction involving the Company or any of its subsidiaries, other than
the transactions contemplated by this Agreement, or any other transaction
the consummation of which could reasonably be expected to impede, interfere
with, prevent or materially delay the Offer and/or the Merger or which
would reasonably be expected to dilute materially the benefits to Parent of
the transactions contemplated by this Agreement and the Stockholder
Agreements

(b) Except as set forth in this Section 6.02, neither the Board
of Directors of the Company nor any committee thereof shall (i) withdraw or
modify, or propose publicly to withdraw or modify, in a manner adverse to
Parent, the approval or recommendation by such Board of Directors or such
committee of the Offer, the Merger or this Agreement, (ii) approve or
recommend, or propose publicly to approve or recommend, any Takeover
Proposal or (iii) cause the Company to enter into any letter of intent,
agreement in principle, acquisition agreement or other similar agreement
(each, an "Acquisition Agreement") related to any Takeover Proposal.
Notwithstanding the foregoing, in the event that prior to the acceptance
for payment of Shares pursuant to the Offer the Board of Directors of the
Company determines in good faith, after consultation with outside counsel,
that it is necessary to do so in order to comply with its fiduciary duties
to the Company's stockholders under applicable law, the Board of Directors
of the Company may (subject to this and the following sentences)
(x) withdraw or modify its approval or recommendation of the Offer, the
Merger and this Agreement or (y) approve or recommend a Superior Proposal
(as defined below) or terminate this Agreement (and concurrently with or
after such termination, if it so chooses, cause the Company to enter into
any Acquisition Agreement with respect to any Superior Proposal), but in
each of the cases set forth in this clause (y), only at a time that is
after the second business

<PAGE> 44

day following Parent's receipt of written notice (a "Notice of Superior
Proposal") advising Parent that the Board of Directors of the Company has
received a Superior Proposal, specifying the material terms and conditions
of such Superior Proposal and identifying the person making such Superior
Proposal. For purposes of this Agreement, a "Superior Proposal" means any
bona fide proposal made by a third party to acquire, directly or
indirectly, for consideration consisting of cash and/or securities, more
than 50% of the combined voting power of the shares of Company Common Stock
and Class B Common Stock then outstanding or all or substantially all the
assets of the Company and otherwise on terms which the Board of Directors
of the Company determines in its good faith judgment (based on the advice
of a financial advisor of nationally recognized reputation) to be more
favorable to the Company's stockholders than the Offer and the Merger and
for which financing, to the extent required, is then committed or which, in
the good faith judgment of the Board of Directors of the Company, is
reasonably capable of being financed by such third party.

(c) In addition to the obligations of the Company set forth in
paragraphs (a) and (b) of this Section 6.02, the Company shall immediately
advise Parent orally and in writing of any request for information or of
any Takeover Proposal, the material terms and conditions of such request or
Takeover Proposal and the identity of the person making such request or
Takeover Proposal. The Company will keep Parent fully informed of the
status and details (including amendments or proposed amendments) of any
such request or Takeover Proposal.

(d) Nothing contained in this Section 6.02 shall prohibit the
Company from taking and disclosing to its stockholders a position
contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from
making any disclosure to the Company's stockholders if, in the good faith
judgment of the Board of Directors of the Company, after consultation with
outside counsel, failure so to disclose would be inconsistent with its
fiduciary duties to the Company's stockholders under applicable law;
provided, however, neither the Company nor its Board of Directors nor any
committee thereof shall, except as permitted by

<PAGE> 45

Section 6.02(b), withdraw or modify, or propose publicly to withdraw or
modify, its position with respect to the Offer, this Agreement or the
Merger or approve or recommend, or propose publicly to approve or
recommend, a Takeover Proposal.

SECTION 6.03. Other Actions. (a) Except as expressly
contemplated or permitted by this Agreement, the Company shall not, and
shall not permit any of its subsidiaries to, take any action that would, or
that could reasonably be expected to, result in (i) any of the
representations and warranties of the Company set forth in this Agreement
that are qualified as to materiality becoming untrue, (ii) any of such
representations and warranties that are not so qualified becoming untrue in
any material respect or (iii) any of the Offer Conditions not being
satisfied (subject to the Company's right to take actions specifically
permitted by Section 6.02).

(b) Nothing contained in this Section 6.03 or elsewhere in this
Agreement shall be deemed to prohibit the Board of Directors of the Company
from adopting a resolution contemplated by subparagraph (9) of
paragraph (D) of Article FOURTH of the Company's Certificate of
Incorporation in the event that the Board determines in good faith, after
consultation with outside counsel, that the failure to do so would be
inconsistent with its fiduciary duties under applicable law, subject to the
right of Parent or Sub to terminate this Agreement pursuant to the terms
hereof.

ARTICLE VII

Additional Agreements

SECTION 7.01. Stockholder Approval; Preparation of Proxy
Statement. (a) If the Company Stockholder Approval is required by law,
the Company shall, as soon as practicable following the expiration of the
Offer, duly call, give notice of, convene and hold a meeting of its
stockholders (the "Stockholders Meeting") for the purpose of obtaining the
Company Stockholder Approval. The Company shall, through its Board of
Directors (but subject to the right of its Board of Directors to withdraw
or modify its

<PAGE> 46

approval or recommendation of the Offer, the Merger and this Agreement as
set forth in Section 6.02(b)), recommend to its stockholders that the
Company Stockholder Approval be given. Notwithstanding the foregoing, if
Sub or any other subsidiary of Parent shall acquire at least 90% of the
outstanding Shares and at least 90% of the outstanding Class B Shares, the
parties shall, at the request of Parent, take all necessary and appropriate
action to cause the Merger to become effective as soon as practicable after
the expiration of the Offer without a Stockholders Meeting in accordance
with Section 253 of the DGCL. Without limiting the generality of the
foregoing, the Company agrees that its obligations pursuant to the first
sentence of this Section 7.01(a) shall not be affected by (i) the
commencement, public proposal, public disclosure or communication to the
Company of any Takeover Proposal or (ii) the withdrawal or modification by
the Board of Directors of the Company of its approval or recommendation of
the Offer, this Agreement or the Merger.

(b) If the Company Stockholder Approval is required by law, the
Company shall, at Parent's request, as soon as practicable following the
expiration of the Offer, prepare and file a preliminary Proxy Statement
with the SEC and shall use its best efforts to respond to any comments of
the SEC or its staff and to cause the Proxy Statement to be mailed to the
Company's stockholders as promptly as practicable after responding to all
such comments to the satisfaction of the staff. The Company shall notify
Parent promptly of the receipt of any comments from the SEC or its staff
and of any request by the SEC or its staff for amendments or supplements to
the Proxy Statement or for additional information and will supply Parent
with copies of all correspondence between the Company or any of its
representatives, on the one hand, and the SEC or its staff, on the other
hand, with respect to the Proxy Statement or the Merger. If at any time
prior to the Stockholders Meeting there shall occur any event that should
be set forth in an amendment or supplement to the Proxy Statement, the
Company shall promptly prepare and mail to its stockholders such an
amendment or supplement. The Company shall not mail any Proxy Statement,
or any amendment or supplement thereto, to which Parent reasonably objects.
Parent shall cooperate

<PAGE> 47

with the Company in the preparation of the Proxy Statement or any amendment
or supplement thereto.

(c) Parent agrees to cause all Shares accepted for payment
pursuant to the Offer and all other Shares owned by Parent or any
subsidiary of Parent to be voted in favor of the Company Stockholder
Approval.

SECTION 7.02. Access to Information. Upon reasonable notice and
subject to restrictions contained in confidentiality agreements to which
the Company is subject (from which it shall use reasonable efforts to be
released), the Company shall, and shall cause each of its subsidiaries to,
afford to Parent and to the officers, employees, accountants, counsel and
other representatives of Parent all reasonable access, during normal
business hours during the period prior to the Effective Time, to all their
respective properties, books, contracts, commitments and records and,
during such period, the Company shall (and shall cause each of its
subsidiaries to) furnish promptly to Parent (a) a copy of each report,
schedule, registration statement and other document filed or received by it
during such period pursuant to the requirements of the Federal or state
securities laws or the Federal tax laws and (b) all other information
concerning its business, properties and personnel as Parent may reasonably
request. In no event shall the Company be required to supply to Parent or
its officers, employees, accountants, counsel and other representatives any
information relating to indications of interest from, or discussions with,
any other potential acquirors of the Company which were received or
conducted prior to the date hereof, except to the extent necessary for use
in the Offer Documents, the Schedule 14D-9 or the Proxy Statement. Except
as otherwise agreed to by the Company, unless and until Parent and Sub
shall have purchased Shares having a majority of the outstanding voting
power of the Company pursuant to the Offer or otherwise, and
notwithstanding termination of this Agreement, the terms of the
Confidentiality Agreement dated as of November 30, 1995, shall apply to all
information about the Company that has been furnished under this Agreement
by the Company to Parent or Sub.

<PAGE> 48

SECTION 7.03. Reasonable Efforts. Except as otherwise
contemplated in this Agreement, each of the Company, Parent and Sub agree
to use its reasonable efforts to take, or cause to be taken, all actions
necessary to comply promptly with all legal requirements that may be
imposed on itself with respect to the Offer and the Merger (which actions
shall include furnishing all information required under the HSR Act and in
connection with approvals of or filings with any other Governmental Entity)
and shall promptly cooperate with and furnish information to each other in
connection with any such requirements imposed upon any of them or any of
their subsidiaries in connection with the Offer and the Merger. Except as
otherwise contemplated in this Agreement, each of the Company, Parent and
Sub shall, and shall cause its subsidiaries to, use its reasonable efforts
to take all reasonable actions necessary to obtain (and shall cooperate
with each other in obtaining) any consent, authorization, order or approval
of, or any exemption by, any Governmental Entity or other public or private
third party required to be obtained or made by Parent, Sub, the Company or
any of their subsidiaries in connection with the Offer and the Merger or
the taking of any action contemplated thereby or by this Agreement, except
that no party need waive any substantial rights or agree to any substantial
limitation on its operations or to dispose of any assets.

SECTION 7.04. Directors. Promptly upon Sub having acquired a
majority of the combined voting power of the Shares and Class B Shares, Sub
shall be entitled to designate such number of directors on the Board of
Directors of the Company as will give Sub, subject to compliance with
Section 14(f) of the Exchange Act, a majority of such directors, and the
Company shall, at such time, cause Sub's designees to be so elected by its
existing Board of Directors; provided, however, that in the event that
Sub's designees are elected to the Board of Directors of the Company, until
the Effective Time such Board of Directors shall have at least three
directors who are directors on the date of this Agreement and who are not
officers of the Company (the "Independent Directors"); and provided further
that, in such event, if the number of Independent Directors shall be
reduced below three for any reason whatsoever, the remaining Independent
Directors or Director shall designate

<PAGE> 49

a person or persons to fill such vacancy or vacancies, each of whom shall
be deemed to be an Independent Director for purposes of this Agreement or,
if no Independent Directors then remain, the other directors shall
designate three persons to fill such vacancies who shall not be officers or
affiliates of the Company or any of its subsidiaries, or officers or
affiliates of Parent or any of its subsidiaries, and such persons shall be
deemed to be Independent Directors for purposes of this Agreement. Subject
to applicable law, the Company shall take all action requested by Parent
that is reasonably necessary to effect any such election, including mailing
to its stockholders the Information Statement containing the information
required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated
thereunder, and the Company agrees to make such mailing with the mailing of
the Schedule 14D-9 (provided that Sub shall have provided to the Company on
a timely basis all information required to be included in the Information
Statement with respect to Sub's designees). In connection with the
foregoing, the Company will promptly, at the option of Parent, either
increase the size of the Company's Board of Directors and/or obtain the
resignation of such number of its current directors as is necessary to
enable Sub's designees to be elected or appointed to, and to constitute a
majority of the directors on, the Company's Board of Directors as provided
above.

SECTION 7.05. Fees and Expenses. (a) Except as provided below
in this Section 7.05, all fees and expenses incurred in connection with the
Offer, the Merger, this Agreement and the transactions contemplated by this
Agreement shall be paid by the party incurring such fees or expenses,
whether or not the Offer or the Merger is consummated.

(b) The Company shall pay, or cause to be paid, in same day
funds to Parent (x) the Expenses (as hereinafter defined) in an amount up
to but not to exceed $5,000,000 and (y) $15,000,000 (the "Termination Fee")
under the circumstances and at the times set forth as follows:

(i) if Parent or Sub terminates this Agreement under
Section 9.01(d) and at the time of such termination there is no
pending Takeover Proposal, the

<PAGE> 50

Company shall pay the Expenses and the Termination Fee upon demand;

(ii) if Parent or Sub terminates this Agreement under
Section 9.01(d) and at the time of such termination a Takeover
Proposal shall then be pending, the Company shall pay the Expenses
upon demand; in addition, if within 18 months after such termination,
the Company shall enter into an Acquisition Agreement providing for a
Takeover Proposal or a Takeover Proposal shall be consummated, the
Company shall pay the Termination Fee concurrently with the earlier of
the entering into of such Acquisition Agreement or the consummation of
such Takeover Proposal;

(iii) if the Company terminates this Agreement under
Section 9.01(e), the Company shall pay the Expenses concurrently
therewith; in addition, if within 18 months after such termination,
the Company shall enter into an Acquisition Agreement providing for a
Takeover Proposal or a Takeover Proposal shall be consummated, the
Company shall pay the Termination Fee concurrently with the earlier of
the entering into of such Acquisition Agreement or the consummation of
such Takeover Proposal; and

(iv) if, at the time of any other termination of this Agreement
(other than by the Company pursuant to Section 9.01(f) or 9.01(g)), a
Takeover Proposal shall have been made (other than a Takeover Proposal
made prior to the date hereof), the Company shall pay the Expenses, if
terminated by the Company, concurrently therewith or, if terminated by
Parent, upon demand; in addition, if within 18 months of such
termination, the Company shall enter into an Acquisition Agreement
providing for a Takeover Proposal or a Takeover Proposal shall be
consummated, the Company shall pay the Termination Fee concurrently
with the earlier of the entering into of such Acquisition Agreement or
the consummation of such Takeover Proposal.

"Expenses" shall mean documented out-of-pocket fees and expenses incurred
or paid by or on behalf of Parent in connection with the Offer, the Merger
or the consummation of

<PAGE> 51

any of the transactions contemplated by this Agreement, including all fees
and expenses of law firms, commercial banks, investment banking firms,
accountants, experts and consultants to Parent.

SECTION 7.06. Indemnification; Insurance. (a) Parent and Sub
agree that all rights to indemnification for acts or omissions occurring
prior to the Effective Time now existing in favor of the current or former
directors, officers, employees and agents (the "Indemnified Parties") of
the Company and its subsidiaries as provided in their respective
certificates of incorporation or by-laws (or similar organizational
documents) shall survive the Merger and shall continue in full force and
effect in accordance with their terms. From and after the Effective Time,
Parent shall, and shall cause the Surviving Corporation to, indemnify and
hold harmless any and all Indemnified Parties to the full extent such
persons may be indemnified by the Company or such subsidiaries, as the case
may be, pursuant to their respective certificates of incorporation or by-
laws (or similar organizational documents) or pursuant to indemnification
agreements as in effect on the date of this Agreement for acts or omissions
occurring at or prior to the Effective Time, and Parent shall, or shall
cause the Surviving Corporation to, advance litigation expenses incurred by
such persons in connection with defending any action arising out of such
acts or omissions to the extent provided by with the respective terms and
provisions of such certificates of incorporation, by-laws, similar
documents or indemnification agreements.

(b) For six years from the Effective Time, Parent shall maintain
in effect the Company's current directors' and officers' liability
insurance covering those persons who are currently covered by the Company's
directors' and officers' liability insurance policy (a copy of which has
been heretofore delivered to Parent); provided, however, that in no event
shall Parent be required to pay a premium in any one year in an amount in
excess of $360,000; and, provided, further, that if the annual premiums of
such insurance coverage exceed such amount, Parent shall be obligated to
obtain a policy with the greatest coverage available for a cost not
exceeding such amount.

<PAGE> 52

(c) This Section 7.06 shall survive the consummation of the
Merger at the Effective Time, is intended to benefit the Company, Parent,
the Surviving Corporation and the Indemnified Parties, and shall be binding
on all successors and assigns of Parent and the Surviving Corporation.

SECTION 7.07. Employee Benefits. (a) During the period from the
Effective Time until the first anniversary thereof, Parent shall (i)
maintain or cause to be maintained the Benefit Plans that are in effect as
of the Effective Time, other than any Benefit Plan providing benefits based
on equity securities or any equivalent thereof or any incentive-based
compensation, bonus or other similar arrangement, and (ii) provide each
person employed by the Surviving Corporation and its subsidiaries
compensation (including salary, bonus and incentive compensation) that is
in the aggregate substantially comparable to that enjoyed by such employee
at the Effective Time, other than as referred to in clause (i) above
(taking into account salary, bonus and equity-based and incentive-based
benefits). From and after the first anniversary of the Effective Time,
Parent shall continue the employment arrangements described in the
preceding sentence or shall offer to each person then employed by the
Surviving Corporation and its subsidiaries, compensation and benefits
substantially comparable to those then enjoyed by other similarly situated
employees of Parent and its affiliates. For purposes of eligibility to
participate in and vesting in benefits provided under employee benefit
plans maintained by Parent and its affiliates (but not for purposes of
determining benefits (or accruals thereof) under such plans), all persons
previously employed by the Company and then employed by Parent or its
affiliates shall be credited with their years of service with the Company
and its subsidiaries and years of service with prior employers to the
extent service with prior employers is taken into account under the Benefit
Plans.

(b) On or before the Effective Time, the Company shall take any
action necessary to terminate the Helene Curtis Industries, Inc. Employee
Stock Ownership Plan and Trust (the "ESOP") as of the Effective Time and
shall cause the ESOP to make lump sum distributions to ESOP participants

<PAGE> 53

within a reasonable period of time following the Effective Time pursuant to
the terms of the ESOP and applicable law.

(c) The foregoing shall not constitute any commitment, contract,
understanding or guarantee (express or implied) on the part of the Parent
or Sub of a post-Effective Time employment relationship of any term of
duration or on any terms other than those the Parent or Sub may establish.
Employment of any of the employees by Parent or Sub shall be "at will" and
may be terminated by Parent or Sub at any time for any reason (subject to
any legally binding agreement other than this Agreement, or any applicable
laws or collective bargaining agreement, or any other arrangement or
commitment).

SECTION 7.08. Severance Policy and Other Agreements. (a) With
respect to any officer who is covered by a severance policy separate from
the standard severance policy for the Company's employees (which separate
severance policy is described in the Company Letter), Parent shall maintain
(or shall cause Sub to maintain) such separate policy as in effect as of
the Effective Time until the first anniversary of the Effective Time, and,
as to all other officers and employees, Parent shall maintain (or shall
cause to be maintained) the Company's standard severance policy as in
effect as of the Effective Time for a period of at least six months from
the Effective Time.

(b) Parent shall honor or cause to be honored all severance
agreements, employment agreements and death benefit agreements with the
Company's officers and employees to the extent disclosed in the Company
Letter.

(c) Parent and its subsidiaries shall, until the first
anniversary of the Effective Time, provide reasonable and customary
outplacement services ("Outplacement Services") to officers of the Company
and its subsidiaries whose employment is terminated without cause, which
Outplacement Services provided to such officer shall include one-on-one
counseling and assistance.

SECTION 7.09. Stock Options, SARs and Restricted Stock. (a) As
soon as practicable following the date of this Agreement, the Board of
Directors of the Company (or,

<PAGE> 54

if appropriate, any committee of the Board of Directors administering the
Stock Option Plans (as defined below)) may adopt such resolutions or take
such other actions as are required to provide that (i) each stock option to
purchase shares of Company Common Stock heretofore granted under any stock
option, stock appreciation rights or stock purchase plan of the Company
(collectively, the "Stock Option Plans") outstanding immediately prior to
the consummation of the Offer, whether or not then exercisable, shall
become fully exercisable immediately following the acceptance for payment
of Shares pursuant to the Offer (the "Acceleration Time"); (ii) each stock
appreciation right heretofore granted under any Stock Option Plan
outstanding immediately prior to the Offer, whether or not then
exercisable, shall become fully exercisable at the Acceleration Time; and
(iii) all restrictions applicable to any restricted stock award heretofore
granted under any Stock Option Plan outstanding immediately prior to the
Offer shall lapse at the Acceleration Time.

(b) At the Effective Time, each award then outstanding under any
Stock Option Plan, other than an award held by an officer (as such term is
defined in Rule 16a-1(f) under the Exchange Act) or director of the
Company, shall be canceled and the holder thereof shall have no further
rights with respect thereof other than the right to receive in
consideration for the cancelation thereof an amount of cash equal to the
product of (i) the number of Shares subject to such stock option or stock
appreciation right and (ii) the excess of the price paid in the Offer over
the per share exercise price, in the case of any such stock option, or the
excess of the price paid in the Offer over the per share base price, in the
case of any such stock appreciation right, in each such case minus all
applicable taxes required to be withheld by the Company; provided, however,
that no such cash payment shall be made with respect to any stock
appreciation right which is related to a stock option in respect of which
such a cash payment shall be made. Such payment to each such holder shall
be made as soon as practicable following the Effective Time upon the
delivery by such holder of a signed statement in a form satisfactory to
Parent acknowledging that such holder waives any claims against Parent, Sub
or the Company for any other consideration in respect of such stock option
or stock

<PAGE> 55

appreciation right.

(c) As soon as practicable following the Acceleration Time, but
prior to the Effective Time, the Company shall purchase each Share issued
pursuant to the 1979 Stock Option Plan in accordance with the Item 4.10(i)
Letter.

SECTION 7.10. Certain Litigation. The Company agrees that it
shall not settle any litigation commenced after the date hereof against the
Company or any of its directors by any stockholder of the Company relating
to the Offer, the Merger, this Agreement or the Stockholder Agreements,
without the prior written consent of Parent. In addition, the Company
shall not voluntarily cooperate with any third party that may hereafter
seek to restrain or prohibit or otherwise oppose the Offer or the Merger
and shall cooperate with Parent and Sub to resist any such effort to
restrain or prohibit or otherwise oppose the Offer or the Merger.

SECTION 7.11. Plans for the Company. Parent and its affiliates
presently intend, among other things, that the Company will be
headquartered in Chicago, will maintain manufacturing and product
development facilities in the United States and will continue to operate
under its present corporate name. In addition, Parent and its affiliates
presently intend that the Company will have primary responsibility for the
haircare operations of Parent and its affiliates in the United States and
global responsibilities as an innovation center for haircare and will
operate in other personal care categories.

ARTICLE VIII

Conditions

SECTION 8.01. Conditions to Each Party's Obligation To Effect
the Merger. The respective obligation of each party to effect the Merger
shall be subject to the satisfaction (or waiver by each party) prior to the
Closing Date of the following conditions:

<PAGE> 56

(a) Company Stockholder Approval. If required by applicable
law, the Company Stockholder Approval shall have been obtained.

(b) No Injunctions or Restraints. No statute, rule, regulation,
executive order, decree, temporary restraining order, preliminary or
permanent injunction or other order issued by any court of competent
jurisdiction or other Governmental Entity preventing the consummation
of the Merger shall be in effect; provided, however, that each of the
parties shall have used reasonable efforts to prevent the entry of any
such injunction or other order and to appeal as promptly as possible
any injunction or other order that may be entered.

ARTICLE IX

Termination and Amendment

SECTION 9.01. Termination. This Agreement may be terminated at
any time prior to the Effective Time, whether before or after approval of
the terms of this Agreement by the stockholders of the Company:

(a) by mutual written consent of Parent and the Company;

(b) by either Parent or the Company:

(i) if (x) as a result of the failure of any of the Offer
Conditions the Offer shall have terminated or expired in
accordance with its terms without Sub having accepted for payment
any Shares pursuant to the Offer or (y) Sub shall not have
accepted for payment any Shares pursuant to the Offer prior to
September 30, 1996; provided, however, that the right to
terminate this Agreement pursuant to this Section 9.01(b)(i)

<PAGE> 57

shall not be available to any party whose failure to perform any
of its obligations under this Agreement results in the failure of
any such condition or if the failure of such condition results
from facts or circumstances that constitute a breach of
representation or warranty under this Agreement by such party; or

(ii) if any Governmental Entity shall have issued an order,
decree or ruling or taken any other action permanently enjoining,
restraining or otherwise prohibiting the acceptance for payment
of, or payment for, shares of Company Common Stock pursuant to
the Offer or shares of Company Common Stock or Class B Common
Stock pursuant to the Merger and such order, decree or ruling or
other action shall have become final and nonappealable;

(c) by Parent or Sub prior to the purchase of Shares pursuant to
the Offer in the event of a breach by the Company of any
representation, warranty, covenant or other agreement contained in
this Agreement which (i) would give rise to the failure of a condition
set forth in paragraph (e) or (f) of Exhibit A and (ii) cannot be or
has not been cured within 20 days after the giving of written notice
to the Company;

(d) by Parent or Sub if (i) either Parent or Sub is entitled to
terminate the Offer as a result of the occurrence of any event set
forth in paragraph (d) of Exhibit A to this Agreement or (ii) the
Board of Directors of the Company (or any authorized committee
thereof) takes the action referred to in Section 6.03(b);

(e) by the Company in accordance with Section 6.02(b), provided
that it has complied with all provisions thereof, including the notice
provisions therein, and that it complies with applicable requirements
relating to the payment (including the timing of any payment) of
Expenses and the Termination Fee;

<PAGE> 58

(f) by the Company, if Sub or Parent shall have breached in any
material respect any of their respective representations, warranties,
covenants or other agreements contained in this Agreement, which
breach or failure to perform is incapable of being cured or has not
been cured within 20 days after the giving of written notice to Parent
or Sub, as applicable; or

(g) by the Company, if the Offer has not been timely commenced
in accordance with Section 1.01.

SECTION 9.02. Effect of Termination. In the event of a
termination of this Agreement by either the Company or Parent as provided
in Section 9.01, this Agreement shall forthwith become void and there shall
be no liability or obligation on the part of Parent, Sub or the Company or
their respective officers or directors, except with respect to the last
sentence of Section 1.02(c), Section 4.18, Section 5.06, the last sentence
of Section 7.02, Section 7.05, this Section 9.02 and Article X; provided,
however, that nothing herein shall relieve any party for liability for any
breach hereof.

SECTION 9.03. Amendment. This Agreement may be amended by the
parties hereto, by action taken or authorized by their respective Boards of
Directors, at any time before or after obtaining the Company Stockholder
Approval (if required by law), but, after the purchase of Shares pursuant
to the Offer, no amendment shall be made which decreases the Merger
Consideration and, after the Company Stockholder Approval, no amendment
shall be made which by law requires further approval by such shareholders
without obtaining such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto. Following the election or appointment of the Sub's designees
pursuant to Section 7.04 and prior to the Effective Time, the affirmative
vote of a majority of the Independent Directors then in office shall be
required by the Company to (i) amend or terminate this Agreement by the
Company, (ii) exercise or waive any of the Company's rights or remedies
under this Agreement, (iii) extend the time for performance of Parent and
Sub's respective obligations under this Agreement or (iv) take any action
to

<PAGE> 59

amend or otherwise modify the Company's Certificate of Incorporation or By-
Laws.

SECTION 9.04. Extension; Waiver. At any time prior to the
Effective Time, the parties hereto, by action taken or authorized by their
respective Boards of Directors, may, to the extent legally allowed,
(i) subject to the provisions of Section 9.03, extend the time for the
performance of any of the obligations or other acts of the other parties
hereto, (ii) subject to the provisions of Section 9.03, waive any
inaccuracies in the representations and warranties contained herein or in
any document delivered pursuant hereto or (iii) subject to the provisions
of Section 9.03, waive compliance with any of the agreements or conditions
contained herein. Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party. The failure of any party to
this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of those rights.

ARTICLE X

Miscellaneous

SECTION 10.01. Nonsurvival of Representations, Warranties and
Agreements. None of the representations and warranties in this Agreement
or in any instrument delivered pursuant to this Agreement shall survive the
Effective Time or, in the case of the Company, shall survive the acceptance
for payment of, and payment for, Shares by Sub pursuant to the Offer. This
Section 10.01 shall not limit any covenant or agreement of the parties
which by its terms contemplates performance after the Effective Time of the
Merger.

SECTION 10.02. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered
personally, telecopied (which is confirmed), sent by overnight courier
(providing proof of delivery) or mailed by registered or certified mail
(return receipt requested) to the parties at the following addresses

<PAGE> 60

(or at such other address for a party as shall be specified by like
notice):

(a) if to Parent or Sub, to

Conopco, Inc.
390 Park Avenue
New York, New York 10022
Attention: Ronald M. Soiefer, Esq.
Telecopy No.: (212) 688-3411

and

(b) if to the Company, to

Helene Curtis Industries, Inc.
325 North Wells Street
Chicago, Illinois 60610
Attention: Roy A. Wentz
Telecopy No.: (312) 527-5103

SECTION 10.03. Interpretation. When a reference is made in this
Agreement to an Article or a Section, such reference shall be to an Article
or a Section of this Agreement unless otherwise indicated. The table of
contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words "include", "includes" or "including"
are used in this Agreement, they shall be deemed to be followed by the
words "without limitation". The phrase "made available" in this Agreement
shall mean that the information referred to has been made available if
requested by the party to whom such information is to be made available.
As used in this Agreement, the term "subsidiary" of any person means
another person, an amount of the voting securities, other voting ownership
or voting partnership interests of which is sufficient to elect at least a
majority of its Board of Directors or other governing body (or, if there
are no such voting interests, 50% or more of the equity interests of which)
is owned directly or indirectly by such first person. As used in this
Agreement, (a) "Significant Subsidiary" of any person means any Significant
Subsidiary of such person within the meaning of Rule 1-02 of Regulation S-X
of the SEC

<PAGE> 61

and (b) "material adverse change" or "material adverse effect" means, when
used in connection with the Company, any change or effect (or any
development that, insofar as can reasonably be foreseen, is likely to
result in any change or effect) or fact or condition that, individually or
in the aggregate with any such other changes or effects, is materially
adverse to the business, properties, assets, financial condition or results
of operations of the Company and its subsidiaries taken as a whole (other
than any such change, effect, fact or condition that shall have been
disclosed under Item 4.08 of the Company Letter).

SECTION 10.04. Counterparts. This Agreement may be executed in
two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more counterparts have
been signed by each of the parties and delivered to the other parties, it
being understood that all parties need not sign the same counterpart.

SECTION 10.05. Entire Agreement; No Third Party Beneficiaries.
This Agreement (including the documents and the instruments referred to
herein) (a) constitutes the entire agreement and supersede all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof, and (b) except as provided in
Section 7.06 is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.

SECTION 10.06. Governing Law. This Agreement shall be governed
and construed in accordance with the laws of the State of Delaware without
regard to any applicable conflicts of law.

SECTION 10.07. Publicity. Except as otherwise required by law,
court process or the rules of the NYSE, for so long as this Agreement is in
effect, neither the Company nor Parent shall, or shall permit any of its
subsidiaries to, issue or cause the publication of any press release or
other public announcement with respect to the transactions contemplated by
this Agreement without prior consultation with the other party, which
consent shall not be unreasonably withheld.

<PAGE> 62

SECTION 10.08. Assignment. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall be assigned by any of
the parties hereto (whether by operation of law or otherwise) without the
prior written consent of the other parties, except that Sub may assign, in
its sole discretion, any or all of its rights, interests and obligations
hereunder to Parent or to any direct or indirect wholly owned subsidiary of
Parent. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.

SECTION 10.09. Enforcement. The parties agree that irreparable
damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or
were otherwise breached. It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this
Agreement in any court of the United States located in the State of
Delaware or in a Delaware state court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (i) consents to submit such party to the personal
jurisdiction of any Federal court located in the State of Delaware or any
Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, (iii) agrees that such party
will not bring any action relating to this Agreement or any of the
transactions contemplated hereby in any court other than a Federal court
sitting in the state of Delaware or a Delaware state court

<PAGE> 63

and (iv) waives any right to trial by jury with respect to any claim or
proceeding related to or arising out of this Agreement or any of the
transactions contemplated hereby.

IN WITNESS WHEREOF, Parent, Sub and the Company have caused this
Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.

CONOPCO, INC.,

by
/s/ Mart Laius
-----------------------------
Name: Mart Laius
Title: Vice President

CONOPCO ACQUISITION COMPANY, INC.,

by
/s/ Mart Laius
--------------------------
Name: Mart Laius
Title: President

HELENE CURTIS INDUSTRIES, INC.,

by
/s/ Ronald J. Gidwitz
---------------------------
Name: Ronald J. Gidwitz
Title: President and Chief Executive Officer

<PAGE> 64

EXHIBIT A

Conditions of the Offer

Notwithstanding any other term of the Offer or this Agreement,
Sub shall not be required to accept for payment or, subject to any
applicable rules and regulations of the SEC, including Rule 14e-1(c) under
the Exchange Act (relating to Sub's obligation to pay for or return
tendered Shares after the termination or withdrawal of the Offer), to pay
for any Shares tendered pursuant to the Offer unless (i) there shall have
been validly tendered and not withdrawn prior to the expiration of the
Offer such number of Shares that, together with the Class B Shares subject
to the Stockholder Agreement, would constitute a majority of the combined
voting power of the Shares and Class B Shares (determined on a fully
diluted basis for all outstanding stock options and any other rights to
acquire Shares) assuming for such determination that each Class B Share
subject to the Stockholder Agreement is only entitled to one vote per
share (the "Minimum Condition") and (ii) any waiting period under the HSR
Act applicable to the purchase of Shares pursuant to the Offer shall have
expired or been terminated (the "HSR Condition"). Furthermore,
notwithstanding any other term of the Offer or this Agreement, Sub shall
not be required to accept for payment or, subject as aforesaid, to pay for
any Shares not theretofore accepted for payment or paid for, and may
terminate the Offer if, at any time on or after the date of this Agreement
and before the acceptance of such Shares for payment or the payment
therefor, any of the following conditions exists (other than as a result of
any action or inaction of Parent or any of its subsidiaries that
constitutes a breach of this Agreement):

(a) there shall be threatened or pending by any Governmental
Entity any suit, action or proceeding (i) challenging the acquisition
by Parent or Sub of any Shares under the Offer or pursuant to the
Stockholder Agreement, seeking to restrain or prohibit the making or
consummation of the Offer or the Merger or the performance of any of
the other transactions contemplated by this Agreement or the
Stockholder Agreement (including the voting provisions thereunder),
or seeking to obtain from the Company, Parent or Sub any damages that
are material in relation to the Company and its subsidiaries taken as
a whole, (ii) seeking to prohibit or materially limit the

<PAGE> 65

ownership or operation by the Company, Parent or any of their
respective subsidiaries of a material portion of the business or
assets of the Company and its subsidiaries, taken as a whole, or
Parent and its subsidiaries, taken as a whole, or to compel the
Company or Parent to dispose of or hold separate any material portion
of the business or assets of the Company and its subsidiaries, taken
as a whole, or Parent and its subsidiaries, taken as a whole, as a
result of the Offer or any of the other transactions contemplated by
this Agreement or the Stockholder Agreement, (iii) seeking to impose
material limitations on the ability of Parent or Sub to acquire or
hold, or exercise full rights of ownership of, any Shares to be
accepted for payment pursuant to the Offer or purchased under the
Stockholder Agreement including, without limitation, the right to vote
such Shares on all matters properly presented to the stockholders of
the Company, (iv) seeking to prohibit Parent or any of its
subsidiaries from effectively controlling in any material respect any
material portion of the business or operations of the Company or its
subsidiaries or (v) which otherwise is reasonably likely to have a
material adverse effect on the business, properties, assets, financial
condition, results of operations or prospects of the Company and its
subsidiaries taken as a whole; or there shall be pending by any other
person any suit, action or proceeding which is reasonably likely to
have a material adverse effect on the business, properties, assets,
financial condition, results of operations or prospects of the Company
and its subsidiaries taken as a whole.

(b) there shall be enacted, entered, enforced, promulgated or
deemed applicable to the Offer or the Merger by any Governmental
Entity any statute, rule, regulation, judgment, order or injunction,
other than the application to the Offer or the Merger of applicable
waiting periods under the HSR Act, that is reasonably likely to
result, directly or indirectly, in any of the consequences referred to
in clauses (i) through (v) of paragraph (a) above;

(d) (i) the Board of Directors of the Company or any committee
thereof shall have withdrawn or modified in a manner adverse to Parent
or Sub its approval or

<PAGE> 66

recommendation of the Offer, the Merger or this Agreement, or approved
or recommended any Takeover Proposal or (ii) the Board of Directors of
the Company or any committee thereof shall have resolved to take any
of the foregoing actions;

(e) any of the representations and warranties of the Company set
forth in this Agreement that are qualified as to materiality shall not
be true and correct or any such representations and warranties that
are not so qualified shall not be true and correct in any material
respect, in each case at the date of this Agreement and at the
scheduled or extended expiration of the Offer;

(f) the Company shall have failed to perform in any material
respect any material obligation or to comply in any material respect
with any material agreement or covenant of the Company to be performed
or complied with by it under this Agreement;

(g) there shall have occurred and continued to exist for not less
than three business days (i) any general suspension of trading in, or
limitation on prices for, securities on a national securities exchange
in the United States (excluding any coordinated trading halt triggered
solely as a result of a specified decrease in a market index), (ii) a
declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, (iii) any limitation (whether
or not mandatory) by any Governmental Entity on, or other event that
materially adversely affects, the extension of credit by banks or
other lending institutions, (iv) a commencement of a war or armed
hostilities or other national or international calamity directly or
indirectly involving the United States which in any case is reasonably
expected to have a material adverse effect on the Company or to
materially adversely affect Parent's or Sub's ability to complete the
Offer and/or the Merger or materially delay the consummation of the
Offer and/or the Merger; or

(h) this Agreement shall have been terminated in accordance with
its terms.

The foregoing conditions are for the sole benefit of Parent and
Sub and may, subject to the terms of this Agreement, be waived by Parent
and Sub in whole or in part at any time and

<PAGE> 67

from time to time in their sole discretion. The failure by Parent or Sub
at any time to exercise any of the foregoing rights shall not be deemed a
waiver of any such right, the waiver of any such right with respect to
particular facts and circumstances shall not be deemed a waiver with
respect to any other facts and circumstances and each such right shall be
deemed an ongoing right that may be asserted at any time and from time to
time. Terms used but not defined herein shall have the meanings assigned
to such terms in the Agreement to which this Exhibit A is a part.

<PAGE> 1
EXHIBIT 4

AGREEMENT ESTABLISHING
GIDWITZ FAMILY PARTNERSHIP

THIS AGREEMENT OF PARTNERSHIP made and entered into as of the 1st day
of April, 1991, by and among each of the separate parties subscribing hereto
(which parties are sometimes hereinafter collectively referred to as "Partners"
or individually referred to as a "Partner").

R E C I T A L S:

WHEREAS, the Partners are all holders of Class B Common Stock (the
"Stock") of Helene Curtis Industries, Inc., a Delaware corporation ("HCI");

WHEREAS, the Partners have determined that it is in their mutual best
interests to consolidate the decision-making with respect to the Stock;

WHEREAS, the Partners have determined that it is in their mutual best
interests to maintain control of the transfer of the Stock for the benefit of
the Partners;

WHEREAS, the Partners desire to form a general partnership pursuant to
the Uniform Partnership Act of the State of Illinois for the purposes set forth
above and to conduct business as hereinafter set forth.
<PAGE> 2
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the Partners agree as follows:

A G R E E M E N T

1. Definitions.

1.1 Adjusted Capital Account Deficit. "Adjusted Capital Account
Deficit" means, with respect to any Partner, the deficit balance, if any, in
such Partner's Capital Account as of the end of the relevant fiscal year, after
giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which such
Partner is obligated to restore pursuant to any provision of this
Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of Sections 1.704-1(b)(4)(iv)(f) and
1.704-1T(b)(4)(iv)(h)(5) of the Regulations; and

(b) Debit to such Capital Account the items described in
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6) of the Regulations. The foregoing definition
of Adjusted Capital Account Deficit is intended to comply with the
provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and
shall be interpreted consistently therewith.

1.2 Agreement. "Agreement" means this Agreement Establishing
Gidwitz Family Partnership as amended from time to time.

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<PAGE> 3
1.3 Applicable Federal Rate. "Applicable Federal Rate" means the
appropriate rate of interest for similar obligations, then in effect, as
announced by the United States Department of the Treasury pursuant to Section
1274(d) of the Code.

1.4 Capital Account. "Capital Account" means, with respect to any
Partner, the Capital Account maintained for such Partner in accordance with the
following provisions:

(a) To each Partner's Capital Account there shall be credited
the amount of cash and the Gross Asset Value of any property
contributed by such Partner, such Partner's distributive share of
Profits and any items in the nature of income or gain which are
specially allocated to such Partner pursuant to Section 6.2 hereof,
and the amount of any Partnership liabilities assumed by such Partner
or which are secured by any property distributed to such Partner.

(b) To each Partner's Capital Account there shall be debited
the amount of cash and the Gross Asset Value of any property
distributed to such Partner pursuant to any provision of this
Agreement, such Partner's distributive share of Losses and any items
in the nature of expenses or losses which are specially allocated to
such Partner pursuant to Section 6.2 hereof, and the amount of any
liabilities of such Partner assumed by the Partnership or which are
secured by any property contributed by such Partner to the
Partnership.

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<PAGE> 4
this Agreement, the transferee shall succeed to the Capital Account
of the transferor to the extent it relates to the transferred interest.

(d) In determining the amount of any liability for purposes of
Section 1.4(a) and 1.4(b) hereof, there shall be taken into account
Section 752(c) of the Code and any other applicable provisions of the
Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with Section 1.704-1
(b) of the Regulations, and shall be interpreted and applied in a manner
consistent with such Regulations, it being the intention of the Partners to
maintain the Partners' Capital Accounts in accordance therewith.

1.5 Class A Partners. "Class A Partners" means those parties
listed as Class A Partners on Exhibit A attached hereto and hereby incorporated
by this reference, as said exhibit may be revised from time to time by the
Managing Partners.

1.6 Class B Partners. "Class B Partners" means those parties
listed as Class B Partners on Exhibit A attached hereto, as said exhibit may be
revised from time to time by the Managing Partners.

1.7 Code. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

1.8 First Option. "First Option" means the rights and obligations
contemplated in Section 9.5 hereof.

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<PAGE> 5

1.9 Gross Asset Value. "Gross Asset Value" means, with respect to
any asset, the asset's adjusted basis for federal income tax purposes, except
as follows:

(a) The initial Gross Asset Value of any asset contributed by a
Partner to the Partnership shall be the gross fair market value of
such asset, as determined by the contributing Partner and the
Partnership;

(b) The Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross fair market values, as
determined by the Managing Partners, as of the following times: (1)
the acquisition of an additional interest in the Partnership by any
new or existing partner in exchange for more than a de minimis capital
contribution; (2) the distribution by the Partnership to a Partner of
more than a de minimis amount of Partnership property as consideration
for an interest in the Partnership if the Managing Partners reasonably
determine that such adjustment is necessary or appropriate to reflect
the relative economic interests of the Partners in the Partnership;
and (3) the liquidation of the Partnership within the meaning of
Section 1.704-1(b)(2)(ii)(g) of the Regulations;

(c) The Gross Asset Value of any Partnership asset distributed
to any Partner shall be the gross fair market value of such asset on
the date of distribution; and

(d) The Gross Asset Values of Partnership assets shall be
increased (or decreased) to reflect any adjustments to the

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<PAGE> 6
adjusted basis of such assets pursuant to either Section 734(b)
or Section 743(b) of the Code, but only to the extent that such
adjustments are taken into account in determining Capital Accounts
pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations; provided,
however, that Gross Asset Values shall not be adjusted pursuant to
this Section 1.9(d) to the extent the Managing Partners determine that
an adjustment pursuant to Section 1.9(b) above is necessary or
appropriate in connection with a transaction that would otherwise
result in an adjustment pursuant to this Section 1.9(d).

1.10 Net Cash Flow. "Net Cash Flow" for any fiscal year means the
excess, if any, of:

(a) The sum of (i) all cash receipts from all sources for such
period but excluding Sale Proceeds as defined herein, and (ii) all
cash reserves at the beginning of such period; over

(b) The sum of (i) all cash expenses paid during such period,
(ii) the amount of all payments of principal on account of any
indebtedness of the Partnership or amounts due (including interest) on
such indebtedness during such period (including repayment of advances
made by the Partners pursuant to Section 7.8 hereof), (iii) cash
payments made for acquisitions and other capitalized expenditures
during such period, and (iv) such cash reserves as of the last day of
such period as the Managing Partners in their sole discretion deem
necessary to provide for the continuing conduct of the

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<PAGE> 7
business of the Partnership and reasonable reserves for
maturing obligations.

1.11 Offer Price. "Offer Price" means the aggregate cash price
in a Written Offer to purchase the interest (or any part thereof) in the
Partnership of any Transferor Partner, without regard to any stated interest
and discounted by the amount of (a) the total unstated interest, if any,
calculated in the manner provided in Section 483(b) of the Code without regard
to Section 483(d) of the Code or (b) the imputed interest calculated in the
manner provided in Section 1274 or Section 1274A of the Code, as the case
may be.

1.12 Partnership Percentages. "Partnership Percentages" means each
Partners's proportionate ownership interest in the Partnership, as reflected on
Exhibit A attached hereto and as such interest may be adjusted from time to
time by the admission or withdrawal of a Partner, upon the acquisition of an
additional interest by a Partner or a distribution to a Partner, or otherwise.

1.13 Partnership Value. "Partnership Value" means an amount equal
to eighty percent (80%) of the fair market value of the Stock owned by the
Partnership, plus any cash on hand and the fair market value of any other
assets of the Partnership, less the liabilities of the Partnership,
all as determined by the Managing Partners, calculated as of the
date notice of intent to Transfer is given under Section 9.4 hereof.

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<PAGE> 8
1.14 Permitted Transferee. "Permitted Transferee" has the same
meaning as that term has in Section E of Article Four of the HCI Certificate of
Incorporation, as amended from time to time.

1.15 Profits and Losses. "Profits" and "Losses" means, for each
fiscal year or other period, an amount equal to the Partnership's taxable income
or loss for such year or period, determined in accordance with Section 703(a)
of the Code (for this purpose, all items of income, gain, loss, or deduction
required to be stated separately pursuant to Section 703(a)(1) of the Code
shall be included in taxable income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from
federal income tax and not otherwise taken into account in computing
Profits or Losses pursuant to this Section 1.15 shall be added to such
taxable income or loss;

(b) Any expenditures of the Partnership described in
Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B)
expenditures pursuant to Section 1.704-1(b)(2)(iv)(1) of the
Regulations, and not otherwise taken into account in computing Profits
or Losses pursuant to this Section 1.15 shall be subtracted from such
taxable income or loss;

(c) In the event the Gross Asset Value of any Partnership
asset is adjusted pursuant to Section 1.9(b) or Section 1.9(d) hereof,
the amount of such adjustment shall be

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<PAGE> 9
taken into account as gain or loss from the disposition of such asset
for purposes of computing Profits and Losses;

(d) Gain or loss resulting from any disposition of property
with respect to which gain or loss is recognized for federal income
tax purposes shall be computed by reference to the Gross Asset Value
of the property disposed of, notwithstanding that the adjusted tax
basis of such property differs from its Gross Asset Value; and

(e) If the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of any
period, in lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing taxable income or
loss, there shall be taken into account depreciation, amortization or
other cost recovery which bears the same ratio to such beginning Gross
Asset Value as the federal income tax depreciation, amortization or
cost recovery for such period bears to the beginning adjusted tax
basis.

1.16 Regulations. "Regulations" means the regulations issued by the
United States Department of Treasury with respect to the Code, as amended from
time to time.

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<PAGE> 10
advances made by the Partners pursuant to Section 7.8 hereof) or to be retained
by the Partnership in the sole discretion of the Managing Partners, or for any
other purpose permitted under this Agreement.

1.18 Second Option. "Second Option" means the rights and
obligations contemplated in Section 9.6 hereof.

1.19 Transfer. "Transfer" means any conveyance of an interest in
the Partnership, including but not limited to sale, assignment, gift, bequest,
appointment, pledge, hypothecation or grant of a security interest, or a
withdrawal of a Partner from the Partnership.

1.20 Transferor Partner. "Transferor Partner" means any Partner who
gives notice of intent to Transfer pursuant to Section 9.4 hereof.

1.21 Transfer Price. "Transfer Price" means an amount equal to the
Partnership Value multiplied by the Transferor Partner's Partnership
Percentage, calculated as of the date notice of intent to Transfer is given
under Section 9.4 hereof.

1.22 Written Offer. "Written Offer" means a bona fide written
offer, made by a Permitted Transferee, to purchase all or a portion of a
Transferor Partner's interest in the Partnership, setting forth all material
terms and conditions of such offer.

2. Formation, Name and Office.

2.1 Formation and Name. The Partners hereby form a general
partnership pursuant to the Uniform Partnership Act of the State of

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<PAGE> 11

Illinois. The name of the partnership is "Gidwitz Family Partnership" or such
other name as the Managing Partners may, from time to time, designate.
Concurrently with the execution of this Agreement, the Partners shall execute
such fictitious name certificate or other similar certificate and immediately
thereafter cause same to be filed or recorded in the appropriate office of Cook
County, Illinois and published, all as required by law.

2.2 Place of Business. The principal place of business of the
Partnership shall be located at 325 North Wells Street, Chicago, Illinois or
such other place or places, in the State of Illinois, as the Managing Partners
may hereafter determine.

3. Purpose and Property.

3.1 Purpose. The purpose of the Partnership shall be the business
of making, protecting, enhancing and otherwise dealing with investments of all
types, such investments to include, but not be limited to, the buying and
selling of securities of all types (including, but not limited to, common and
preferred stock, put and call options, convertible bonds, bonds and
debentures); provided, however, that nothing herein contained shall allow the
Partnership to make any investments, or do any other things, which shall not be
permitted by the Uniform Partnership Act of the State of Illinois.

3.2 Stock. Title to any Stock contributed to or acquired by the
Partnership shall be held in the name of the Partnership, and each certificate
representing shares of such stock will carry the following legend:

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<PAGE> 12
"Stock represented by this certificate is subject to the provisions of
the Agreement Establishing Gidwitz Family Partnership dated as of April 1, 1991
among the partners of the partnership, a copy of which agreement may be
inspected at the principal office of the partnership. Such agreement restricts
the transfer, including hypothecation, of this stock. The provisions of such
agreement are incorporated by this reference in this Certificate. The stock
represented by this certificate may only be transferred by agreement of a
majority of the managing partners of the partnership."

4. Term.

The Partnership shall continue until the first to occur of:

(a) December 31, 2025;
(b) The agreement of all of the Partners; or
(c) Dissolution by operation of law;

provided, however, that in any such event, the then remaining Partners may,
within sixty (60) days of the date such event occurs, unanimously vote to
continue the Partnership business, in which case the Partnership shall continue
thereafter as agreed to by the Partners.

5. Partnership Capital - Initial Capital Accounts.

5.1 Contribution of the Partners. Simultaneously with the
execution hereof, each of the Partners shall contribute to the capital of the
Partnership the respective number of shares of Stock

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<PAGE> 13
set forth opposite such Partner's name in Exhibit A attached hereto. The
Partners, in exchange for their contributions to the capital of the
Partnership, shall receive an interest in the Partnership equal to the
Partnership Percentage(s) set forth opposite their names in Exhibit A. Anything
in this Agreement to the contrary notwithstanding, no person shall be deemed to
be a partner of the Partnership unless and until such person shall have made
such capital contribution.

5.2 Additional Capital Contributions of the Partners. Throughout
the term of this Agreement, the Partners shall collectively contribute, in
cash, to the capital of the Partnership, in accordance with their respective
Partnership Percentages, any additional funds required to meet Partnership cash
requirements as determined by the Managing Partners.

5.3 Additional Funds. With the consent of the Managing Partners, a
Partner may advance to the Partnership, pursuant to Section 7.8 hereof, any
additional funds required to meet Partnership cash requirements.

5.4 Interest. No interest shall be paid or accrued on the
Capital Account of any Partner.

5.5 Withdrawal of Capital Contributions. No Partner may withdraw
any capital from the Partnership except as expressly provided herein.

<PAGE> 14
6. Allocation of Profits and Losses, and Distribution of Net Cash
Flow and Sale Proceeds.

6.1 Allocation of Profits and Losses. After giving effect to
the allocations set forth in Section 6.2 and Section 6.3 hereof, Profits and
Losses for any fiscal year of the Partnership shall be allocated among the
Partners in proportion to their respective Partnership Percentages.

6.2 Special Allocations.

(a) In the event any Partner unexpectedly receives any
adjustments, allocations, or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1
(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and
gain shall be specially allocated to each such Partner in an amount
and manner sufficient to eliminate, to the extent required by the
Regulations, the Adjusted Capital Account Deficit of such Partner as
quickly as possible, provided that an allocation pursuant to this
Section 6.2(a) shall be made only if and to the extent that such
Partner would have an Adjusted Capital Account Deficit after all other
allocations provided for in this Section 6 have been tentatively
made as if this Section 6.2(a) were not in the Agreement.

<PAGE> 15
(ii) the amount such Partner is deemed to be obligated to restore
pursuant to the penultimate sentences of Sections 1.704-1T(b)(4)(iv)(f)
and 1.704-1T(b)(4)(iv)(h)(5) of the Regulations, each such Partner
shall be specially allocated items of Partnership income and
gain in the amount of such excess as quickly as possible, provided
that an allocation pursuant to this Section 6.2(b) shall be made
only if and to the extent that such Partner would have a deficit
Capital Account in excess of such sum after all other allocations
provided for in this Section 6 have been made as if Section 6.2(a)
hereof and this Section 6.2(b) were not in the Agreement.

(c) To the extent an adjustment to the adjusted tax basis of
any Partnership asset pursuant to Section 734(b) or Section 743(b) of
the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the
Regulations, to be taken into account in determining Capital Accounts,
the amount of such adjustment to the Capital Accounts shall be treated
as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis) and such gain
or loss shall be specially allocated to the Partners in a manner
consistent with the manner in which the Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.

6.3 Tax Allocations: Code Section 704(c). In accordance with
Section 704(c) of the Code and the Regulations thereunder, income,

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<PAGE> 16
gain, loss and deduction with respect to any property contributed to the
capital of the Partnership shall, solely for tax purposes, be allocated among
the Partners so as to take account of any variation between the adjusted basis
of such property to the Partnership for federal income tax purposes and its
initial Gross Asset Value.

In the event the Gross Asset Value of any Partnership asset is
adjusted, subsequent allocations of income, gain, loss and deduction with
respect to such asset shall take account of any variation between the adjusted
basis of such asset for federal income tax purposes and its Gross Asset Value
in the same manner as under Section 704(c) of the Code and the Regulations
thereunder.

Any elections or other decisions relating to such allocations shall be
made by the Managing Partners in any manner that reasonably reflects the
purpose and intention of this Agreement. Allocations pursuant to this Section
6.3 are solely for purposes of federal, state and local taxes and shall not
affect, or in any way be taken into account in computing, any Partner's Capital
Account or share of distributions pursuant to any provision of this Agreement.

6.4 Intervals of Determination of Profits and Losses. For purposes
of determining the Profits, Losses, or any other items allocable to any period,
Profits, Losses, and any such other items shall be determined on a monthly
basis or any other basis, as determined by the Managing Partners using any
permissible method under Section 706 of the Code and the Regulations
thereunder.

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<PAGE> 17
6.5 Distribution of Net Cash Flow. The Net Cash Flow of the
Partnership shall be distributed to the Partners, from time to time as
determined by the Managing Partners in their sole discretion, in proportion to
the Partners' respective Partnership Percentages.

6.6 Distribution of Sale Proceeds. Sale Proceeds shall be
distributed among the Partners as soon as is practicable in proportion to
the Partners' respective Partnership Percentages.

7. Management.

7.1 General Management. Except as otherwise specifically provided
herein, decisions concerning the management and control of the business affairs
of the Partnership and the investment of the property of the Partnership shall
be made by the majority decision of the Managing Partners (hereinafter
described). The Managing Partners shall each be entitled to one vote on any
issue requiring their decision. The Partnership shall reimburse any Managing
Partner for all direct and reasonable out-of-pocket expenses incurred on behalf
of the Partnership. Except for acts of willful misconduct or gross negligence,
the Partnership shall reimburse, indemnify and hold harmless any Managing
Partner for and from any expense or liability incurred by him for and on behalf
of the Partnership or its property while acting in good faith.

The Managing Partners shall at all times be five in number and shall
initially be Joseph L. Gidwitz, Gerald Gidwitz, Ronald J. Gidwitz, James G.
Gidwitz and Ralph W. Gidwitz (sometimes hereinafter each individually referred
to as a "Managing Partner").

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<PAGE> 18
Any vacancy among the Managing Partners, by disability, death, withdrawal or
resignation, shall be filled by a Partner, as set forth herein. In the event of
a vacancy by the disability, death, withdrawal or resignation of Gerald
Gidwitz, Ronald J. Gidwitz or James G. Gidwitz, or any successor thereto, the
following, one at a time and in the order named, shall be successor Managing
Partner: (a) Peter E. Gidwitz; (b) Nancy Gidwitz; (c) Thomas R. Gidwitz; and
(d) a Class A Partner designated by the majority decision of all of the Class A
Partners. In the event of a vacancy by the disability, death, withdrawal or
resignation of Joseph L. Gidwitz or Ralph W. Gidwitz, or any successor
thereto, the following, one at a time, and in the order named, shall be
successor Managing Partner: (a) Betsy R. Gidwitz; and (b) a Class B Partner
designated by the majority decision of all of the Class B Partners.

7.2 Powers of the Managing Partners. Subject to such limitations
as may be imposed pursuant to the terms of this Agreement or by operation of
law, the Managing Partners are hereby authorized and empowered to carry out and
implement any and all of the purposes of the Partnership. In that connection,
the powers of the Managing Partners shall include, but not be limited to, the
following:

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such terms and for such compensation as they, in their sole judgment,
shall determine. The fact that a Partner or a member of his family
(or the trustee or a beneficiary of a trust which is a Partner)
is directly or indirectly interested in or connected with any person,
firm or corporation employed by the Partnership to render or perform a
service or from which or whom the Partnership may buy merchandise or
other property shall not preclude the Partnership from employing such
person, firm or corporation or from otherwise dealing with him or it,
and neither the Partnership nor the Partners thereof shall have any
rights in or to any income or profits derived therefrom;

(b) To authorize or approve all actions with respect to
distributions by the Partnership, dispositions of the assets of the
Partnership, borrowing of funds, contracts, guarantees, notes, and
other instruments on behalf of the Partnership; provided, however,
that the Managing Partners may not enter into an agreement involving a
sale or exchange of more than 50 percent of the Partnership's property
(other than financing arrangements requiring that Partnership property
be pledged or otherwise used as security) without first obtaining the
written consent of Partners owning at least 51 percent of the
Partnership Percentages;

(c) To acquire and convey corporate stock and partnership
interests, including, but not limited to, partnership interests
pursuant to Section 9 hereof;

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(d) To open, maintain, and close bank accounts and to draw
checks and other orders for the payment of money as provided in
Section 8.3 hereof; and

(e) To take such other actions and to incur such expenses on
behalf of the Partnership as may be necessary or advisable in
connection with the conduct of the affairs of the Partnership.

7.3 Duties of Managing Partners. The Managing Partners shall
manage, or cause to be managed, the affairs of the Partnership in a prudent and
businesslike manner and shall devote such part of their time to the Partnership
affairs as is reasonably necessary for the conduct of such affairs; provided,
however, that it is expressly understood and agreed that neither any Managing
Partner nor any other Partner shall be required to devote his entire time or
attention to the business of the Partnership, and no Partner shall be
restricted in any manner from participating in other businesses or activities.
Without limiting the generality of the foregoing, the Managing Partners' duties
shall include the following:

(a) To render periodic progress reports to the Partners with
respect to the operations of the Partnership;

(b) To furnish financial statements on an annual basis, which,
upon the request of any Partner, shall be prepared by a recognized
firm of independent public accountants;

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(c) To deposit all funds of the Partnership in one or more
separate bank accounts with such banks or trust companies as provided
in Section 8.3 hereof;

(d) To maintain complete and accurate records as provided in
Section 8.1 hereof;

(e) To prepare and distribute to all Partners all reasonable
tax reporting information as provided in Section 8.2 hereof; and

(f) To cause to be filed such certificates and to do such other
acts as may be required by law to qualify and maintain the Partnership
as a partnership.

7.4 Reliance on Act of Managing Partners. Third parties dealing
with the Partnership shall be entitled to rely conclusively upon the power and
authority of the Managing Partners. Any business entity called upon to transfer
any property to or from the name or account of the Partnership shall be
entitled to rely on instructions or assignments signed or purporting to be
signed by the Managing Partners, without inquiry as to the authority of the
person signing or purporting to sign such instructions or assignments and
without inquiry as to the validity of any transfer to or from the name of the
Partnership.

7.5 Outside Activities. It is expressly agreed that the
Partners, or any of them, may engage in other business ventures of every nature
and description, independently or with others, whether or not it is in
competition with the Partnership, and neither the Partnership nor the Partners
thereof shall have any rights in and

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to any independent venture or activity or the income or profits derived
therefrom.

7.6 Actions Requiring Concurrence of the Partners. Notwith-
standing anything in this Agreement to the contrary, no Partner or Managing
Partner, without the prior written consent of all of the other Partners, shall
have the authority to:

(a) Expend or use Partnership funds or Partnership property
except upon the account and for the benefit of the Partnership;

(b) Confess a judgment against the Partnership;

(c) Possess Partnership property, or assign rights in specific
Partnership property for other than a Partnership purpose; or

(d) Transfer Stock held by the Partnership to any person other
than a Permitted Transferee of the Partnership, or acquire Stock from
a person as to which the Partnership is not a Permitted Transferee,
and any such attempted transfer or acquisition contrary to this clause
(d) shall be null and void.

7.7 Compensation of the Partners. Notwithstanding anything herein
contained, the Partnership shall have authority to pay to any Partner a
reasonable annual salary for his or its services to the Partnership. It is
understood that the salary paid to any Partner under the provisions of this
Section 7.7 shall be considered as an operating expense of the Partnership and
shall be

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deducted as an expense item in determining Profits or Losses of the
Partnership.

7.8 Advances. With the consent of the Managing Partners, the
Partners may loan or advance funds to the Partnership. Such loans or advances
shall bear interest at the prime rate of interest charged, from time to time,
by The First National Bank of Chicago and shall be payable out of the first
available funds of the Partnership prior to any distributions to the Partners.

8. Accounting, Tax Provisions and Banking

8.1 Books and Records. The Partnership shall maintain, or cause to
be maintained, full and accurate books and records in accordance with generally
accepted accounting principles. The Partnership shall maintain its books and
records and file its tax returns utilizing a calendar year. The Partnership's
books and records shall be kept at the principal office of the Partnership and
each Partner shall, at reasonable times, have free access thereto. The Managing
Partners shall determine the methods of accounting to be employed for purposes
of the Partnership's books of account and federal income tax reporting
purposes.

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(which may be in the form of a duplicate Schedule K-1 of the Form 1065 required
to be filed by the Partnership with the Internal Revenue Service, or such other
comparable form at any time hereafter required to be so filed) showing the
contributions, withdrawals, income, gains, deductions, losses and credits
charged or credited to such Partner and so allocated to him for such fiscal
year.

Ronald J. Gidwitz is hereby appointed the tax matters partner pursuant
to Sections 6221-6231 of the Code. In the event that Ronald J. Gidwitz is
unable or unwilling to so serve, the Managing Partners shall designate a new
tax matters partner for the Partnership.

8.3 Banking. All funds of the Partnership shall be deposited in
the Partnership's name in accounts at such bank or banks as shall be determined
by the Managing Partners who shall have the right to designate their agents to
execute checks for withdrawals and make, deliver, accept and endorse commercial
paper in connection with the Partnership business.

9. Transfer of Partnership Interests and Limitations Thereon.

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exclusive procedure for Transfer of an interest in the Partnership. Any
attempted Transfer of an interest in the Partnership other than in strict
compliance with this Agreement shall be null and void.

9.2 Permitted Transfer. Subject to the First Option and the Second
Option, any Partner transferring an interest in the Partnership to a Permitted
Transferee of such Partner shall give written notice of any such Transfer to
the Managing Partners, who shall thereupon revise the Partnership Percentages
to reflect the Transfer. With the consent of the Managing Partners, the
transferee (if he is not already a Partner) may be admitted as an additional
Partner in the Partnership.

9.3 Transfer of Title. All Transfers of an interest in the
Partnership to any Partner pursuant to the First Option, and to the Partnership
pursuant to the Second Option, shall be transferred and delivered to such
Partners or the Partnership, as the case may be, free and clear of all liens,
claims and encumbrances of every kind and description.

9.4 Notice of Intent to Transfer. Any Transferor Partner who
desires to Transfer all or any portion of his interest in the Partnership shall
give notice of his intent to Transfer, in writing, to the Managing Partners. In
the event that the Transferor Partner has received a Written Offer for the
purchase of his interest in the Partnership, said notice shall include a copy
of such Written Offer and shall set forth the Offer Price. The Managing
Partners shall promptly notify the other Partners of the

<PAGE> 26
Transferor Partner's intent to Transfer, which notice shall include a copy of
any Written Offer.

9.5 First Option. The Partners, other than the Transferor Partner,
shall have an option (but not the obligation) to purchase all or any portion of
the interest in the Partnership proposed to be sold by the Transferor Partner
at the Offer Price or, if the Transferor Partner did not submit a Written
Offer, at the Transfer Price and, in either case, in accordance with the
provisions of this Section 9. This option shall first be available to Partners
of the same class as, and who are Permitted Transferees of, the Transferor
Partner (the "Same Class Partners"). The Same Class Partners may exercise the
option by giving notice to the Managing Partners of their intention to do so
within sixty (60) days of the date of the Transferor Partner's notice. The Same
Class Partners may purchase the offered interest in proportion to their
relative Partnership Percentages of the same class or as they may otherwise
agree. If and to the extent that the Same Class Partners fail to elect to
purchase all of the offered interest, the Managing Partners shall give prompt
notice thereof to the Partners of the other class who are Permitted Transferees
of the Transferor Partner (the "Other Class Partners"). The Other Class
Partners shall have the option to purchase all or part of any remaining
interest proposed to be sold. The Other Class Partners may exercise their
option by giving notice to the Managing Partners of their intention to do so
within sixty (60) days after the expiration of the Same Class Partners' sixty
(60) day option period. The Other Class

26
<PAGE> 27
Partners may purchase the offered interest in proportion to their relative
Partnership Percentages of the same class or as they may otherwise agree. The
interest in the Partnership so purchased will be added to the interest in the
Partnership of the Partners who have purchased said interest, as an interest of
the same class as that held by each respective purchasing Partner, and their
Partnership Percentages and Capital Accounts shall be adjusted accordingly by
the Managing Partners.

9.6 Second Option. The Partnership shall have an additional sixty
(60) days after the expiration of the two option periods set forth in Section
9.5 to elect to purchase all or part of the interest in the Partnership of the
Transferor Partner not purchased pursuant to the First Option, at the Offer
Price or, if there is no Written Offer, at the Transfer Price. The interest in
the Partnership so purchased from a Transferor Partner, including the related
Partnership Percentage and Capital Account, shall be allocated among all of the
then remaining Partners, who shall succeed to such interest as an interest of
the same class held by such remaining Partners.

In the event a Transferor Partner has given notice of his intention to
sell his entire interest in the Partnership without a Written Offer, it being
the Transferor Partner's intention to withdraw from the Partnership, the
exercise of the Second Option shall be mandatory with respect to any portion of
the Transferor Partner's interest in the Partnership not purchased pursuant to
the First Option, and the Partnership shall exercise its Second Option

27
<PAGE> 28
with respect to any portion of the Transferor Partner's interest in the
Partnership not purchased pursuant to the First Option.

9.7 Exercise of Entire Option. In the event that the Transferor
Partner has given notice of a Written Offer, then, if the option to purchase
all of the subject interest is not exercised pursuant to the First Option and
the Second Option, the Transferor Partner shall no longer be under an
obligation to sell such interest pursuant to the First Option and the Second
Option and, during the ninety (90) day period following the termination of the
Second Option, the Transferor Partner may sell the offered interest to the
Permitted Transferee making the Written Offer at the Offer Price or on other
terms no more favorable than the terms contained in the Written Offer. No
Transfer may be consummated after such ninety (90) day period or on terms more
favorable than those set forth in the Written Offer without first again
complying with this Section 9. Any Permitted Transferee who acquires an
interest in the Partnership pursuant to this Section 9 shall become a party
hereto and be subject to the terms of this Agreement.

28
<PAGE> 29
to the provisions of Section 9.9 hereof, payment for the interest in the
Partnership purchased pursuant to the First Option or the Second Option shall
be made in ten (10) equal installments of principal. The first installment
shall be made contemporaneously with the Transfer and each succeeding payment
shall be made on the annual anniversary date thereof. The Partnership or any
Partner purchasing an interest of the Transferor Partner may, however, prepay
all or part of the purchase price at the time of the Transfer or at any time
thereafter without premium or penalty. Each deferred payment shall bear
interest at the lesser of eight percent (8%) per annum or the prime or base
rate of interest charged by The First National Bank of Chicago. Said rate of
interest shall be determined at the time of Transfer and shall be adjusted on
each annual anniversary date thereof. In no event, however, shall the rate of
interest be less than the Applicable Federal Rate determined at the time of the
Transfer.

29
<PAGE> 30
payable in the following year; provided, however, that the Redemption Cap as
determined in the following year shall continue to limit the aggregate
obligation of the Partnership during such year so that any unpaid amounts
continue to be deferred until such time as the total payments to Transferor
Partners during a year are within the Redemption Cap determined for such year.
In the event that there are two (2) or more Transferor Partners at any one time
and the payments due from the Partnership to the Transferor Partners exceed the
Redemption Cap, then payments to such Transferor Partners shall be reduced
proportionately, from time to time and at any time, based on the outstanding
principal owed to each Transferor Partner.

9.10 Admission of Partners. Except as otherwise provided in Section
9.2, no additional Partners shall be admitted to the Partnership without first
obtaining the written consent of all Partners. Notwithstanding the foregoing,
no additional Partner shall be admitted to the Partnership unless at the time
that the proposed additional Partner is to be admitted to the Partnership (a)
the Partnership is a Permitted Transferee of such proposed additional Partner
and (b) the addition to the Partnership of such proposed additional Partner
would not cause the Partnership to cease being a Permitted Transferee of any or
all of the then Partners of the Partnership. Upon the admission of an
additional Partner, all references in this Agreement to the Partners shall be

30
<PAGE> 31
deemed to include the new Partner. The Partners shall determine what rights and
voice an additional Partner shall have in the management and conduct of the
Partnership.

9.11 Distribution of a Partner's Interest. The termination of any
trust which is a Partner shall not terminate the Partnership. Upon the
allocation or distribution of all or any portion of the Partnership interest of
a trust which is a Partner pursuant to the exercise of any power of
appointment, or otherwise, to a beneficiary of such trust or to another
person or persons or to another trust or trusts, whether or not such
distribution shall terminate such distributing trust, each such distributee,
notwithstanding the provisions hereof, shall become a Partner hereunder to the
extent of the proportionate share of the Partnership interest distributed to
him, subject to all the terms and conditions of this Agreement, provided
however, that such distributee must, in all events, be a Permitted Transferee.
If any such intended distributee is not a Permitted Transferee, the trustee (or
any other Partner) shall give notice thereof to the Managing Partners,
whereupon the Partners and the Partnership shall have the rights set forth in
Sections 9.5 and 9.6 hereof to purchase the interest in the Partnership owned
by the trust.

31
<PAGE> 32
shall be admitted as a Partner, during any period between the record date and
payment date of a dividend declared to be paid with respect to shares of the
Stock. Any such purported Transfer, acquisition or redemption shall be
effective and reflected in the books of the Partnership on and as of the first
day following the dividend payment date.

10. Withdrawal, Death or Bankruptcy of a Partner.

10.1 Withdrawal. Any Partner, including a trust which is a Partner
hereunder, shall have the right to withdraw from the Partnership at any time
upon giving notice thereof in writing to the Managing Partners pursuant to
Section 9.4 hereof, and the provisions of Section 9 hereof shall be applicable.
In the event of such withdrawal, the Partnership shall not be wound up or
liquidated and the withdrawing Partner shall not have the right to compel
liquidation of the Partnership. The payments to the withdrawing Partner
pursuant to Section 9 hereof shall be in lieu of any amount payable pursuant to
Section 42 of the Uniform Partnership Act including any interest or profits
payable pursuant to that section.

32
<PAGE> 33
interest of the deceased Partner in the Partnership, and such Personal
Representative shall have the same rights and obligations in the Partnership as
the deceased Partner would have had, had he survived (such rights and
obligations shall include, but shall not be limited to, rights to participate
in the conduct of Partnership business and to share in the profits and losses
of the Partnership) except that, if the deceased Partner was a Managing
Partner, the Personal Representative shall not have the right to become a
Managing Partner. The Personal Representative shall, if at all possible,
transfer its interest to a Permitted Transferee and, to the extent that
transfer to a Permitted Transferee is not possible, shall, promptly upon
discovery thereof, give notice to the Partnership pursuant to Section 9.4
hereof of its intention to withdraw from the Partnership. The Personal
Representative shall not have the right to compel liquidation of the
Partnership. The rights of the Personal Representative set forth in this
Section 10.2 and the payments, if any, to a Personal Representative that
withdraws from the Partnership are in lieu of any amount payable pursuant to
Section 42 of the Uniform Partnership Act including any interest or profits
payable pursuant thereto.

33
<PAGE> 34
be continued, except that upon notice thereof to that Partner, the other
Partners and the Partnership shall have the rights set forth in Sections 9.5
and 9.6 hereof to purchase the interest in the Partnership of such Partner.

11. Dissolution and Liquidation.

The dissolution of the Partnership shall occur as provided in Section
4 hereof; provided, however, if an event specified in Section 4 hereof occurs,
the Partners may, within sixty (60) days of the date such event occurs,
unanimously vote to continue the Partnership business, in which case the
Partnership shall continue thereafter as agreed to by the Partners. Unless
otherwise provided herein or otherwise agreed by all of the Partners, upon
dissolution of the Partnership, the Partnership shall be terminated and the
remaining Managing Partners shall become the liquidating trustees. The
liquidating trustees shall take full account of the Partnership's assets and
liabilities and the receivables of the Partnership shall be collected and its
assets liquidated as promptly as is consistent with obtaining the fair market
value therefor. If the liquidating trustees reasonably determine that it would
be in the best interests of the Partners to do so, all or any portion of the
assets of the Partnership shall be distributed in kind. The proceeds from the
liquidation of the assets of the Partnership and collection of the
Partnership's receivables, together with the property distributed in kind, to
the extent

34
<PAGE> 35
sufficient therefor, shall be applied and distributed in the following order of
priority:

(a) To the payment and discharge of all of the Partnership's
debts and liabilities, except (i) the claims of secured creditors
whose obligations will be assumed or otherwise transferred on the
liquidation of Partnership assets and (ii) the payment of all debts
and liabilities of the Partnership due to the Partners;

(b) To the payment of all debts and liabilities of the
Partnership due to Partners;

(d) The balance, if any, to the Partners in accordance with the
positive balances in their Capital Accounts after giving effect to all
contributions, distributions and allocations for all periods.

12. Trust Partners.

35
<PAGE> 36
contained herein, all such liability, if any, being expressly waived by the
parties hereto by their execution hereof. Any liability of any Partner which is
a trust to the Partnership or to any third person shall be only that of such
trust to the full extent of its trust estate and shall not be a personal
liability of any trustee, grantor or beneficiary thereof.

12.2 Status of Successor Trustees as Partner. Any successor trustee
or trustees of any trust as a Partner herein shall be entitled to exercise the
same rights and privileges and be subject to the same duties and obligations as
his predecessor trustee. As used in this Agreement, the term "trustee" shall
include any or all such successor trustees.

13. Notices.

All notices, demands and communications required to be given under the
terms of this Agreement shall be in writing and shall be served by personal
service or by mailing a copy thereof by certified or registered mail, postage
prepaid, with return receipt requested to the address of the Partner to whom
the notice, demand or communication is directed as set forth on the books and
records of the Partnership. In case of service by mail, it shall be deemed
complete on the day of actual delivery, or if delivery is refused on the date
of such refusal, as shown by the return receipt. The addresses to which
notices, demands and other communications to a Partner shall be delivered or
sent may be changed from time to time by notice served as hereinabove provided
by the Partner upon the

36
<PAGE> 37
other Partners. Any payment required or permitted to be made to any Partner
under any provision of this Agreement shall be deemed to have been made if
delivered or mailed in the manner hereinabove provided to the address to which
notices, demands and other communications to such Partners are to be delivered
pursuant to the foregoing.

14. Miscellaneous Provisions.

14.1 Amendments. Any and all agreements hereafter made by the
Partners to amend, extend, revise, change or discharge this Agreement, in whole
or in part and on one or more occasions, shall not be invalid or unenforceable
because of the lack of legal consideration so long as the same shall be in
writing and signed by Partners owning 51 percent or more of the Partnership
Percentages, and shall be binding on all Partners, except that without
unanimous written consent, no amendment to Partnership Percentages, Capital
Accounts, or distributions of Net Cash Flow or Sale Proceeds shall be
effective.

14.2 Further Assurances. The Partners shall execute and deliver
such further instruments and do such further acts and things as may be required
by law or may be appropriate in order to carry out the intent and purpose of
this Agreement.

14.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois.

14.4 Headings. Section headings are for convenience of reference
only and shall have no legal effect.
37
<PAGE> 38
14.5 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which, when taken
together, shall be deemed to be one Agreement.

14.6 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their successors, assigns, heirs and
legal representatives and any person who shall have acquired any of the
interests or rights of any Partner in accordance with this Agreement.

14.7 Severability. In the event any provision of this Agreement is
held to be invalid, the remainder of this Agreement shall nevertheless be
deemed to be valid and effective.

14.8 Nouns, Pronouns and Gender. As used herein, all pronouns shall
include the masculine, feminine, neuter, singular, and plural thereof whenever
the context and facts require such construction.

14.9 Waiver of Action for Partition. Each of the Partners
irrevocably waives any right that it may have to maintain any action for
partition with respect to any of the Partnership's property.

14.10 Entire Agreement. This Agreement constitutes the entire
agreement and understanding among the parties and may not be amended or
modified except as provided herein.

38
<PAGE> 39

hereby. If any person listed on the signature pages hereto fails to sign this
Agreement, the Partnership Percentages shall be recomputed by the Managing
Partners based on the number of shares of Stock and cash actually contributed
to the Partnership.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

/s/ Betsy R. Gidwitz /s/ Gerald Gidwitz
- -------------------- ------------------
Betsy R. Gidwitz Gerald Gidwitz

/s/ James G. Gidwitz /s/ Joseph L. Gidwitz
- -------------------- ---------------------
James G. Gidwitz Joseph L. Gidwitz

/s/ Mary Kathryn Gidwitz /s/ Nancy Gidwitz
- ------------------------ -----------------
Mary Kathryn Gidwitz Nancy Gidwitz

/s/ Peter E. Gidwitz
- ----------------- --------------------
Pamela C. Gidwitz Peter E. Gidwitz

/s/ Ralph W. Gidwitz /s/ Ronald J. Gidwitz
- -------------------- ---------------------
Ralph W. Gidwitz Ronald J. Gidwitz

/s/ Thomas R. Gidwitz
- --------------- ---------------------
Teri L. Gidwitz Thomas R. Gidwitz

- ------------------
Linda B. Karamitis

39
<PAGE> 40
EXHIBIT A
<TABLE>
<CAPTION>
Number of Shares
of Partnership
Name of Partner Stock Contributed Percentage
- ---------------- ----------------- -----------
<S> <C> <C>
Class A Partners:
- ------------------
Gerald Gidwitz 6,356 0.3023%

James G. Gidwitz 320,284 15.2320%

Mary Kathryn Gidwitz 1,500 0.0713%

Nancy Gidwitz 305,028 14.5065%

Pamela C. Gidwitz 4,168 0.1982%

Peter E. Gidwitz 304,056 14.4602%

Ronald J. Gidwitz 318,694 15.1564%

Thomas R. Gidwitz 200 0.0095%

Gerald Gidwitz Revocable
Trust 72,640 3.4546%

Jane B. Gidwitz Revocable
Trust 500 0.0238%

Thomas R. Gidwitz
Irrevocable Trust
(u/a/d 9/15/90) 306,812 14.5913%

Credesco, Inc. 30,000 1.42675%

Class B Partners:
- ------------------
Betsy R. Gidwitz 200 0.0095%

Joseph L. Gidwitz 200 0.0095%
</TABLE>
<PAGE> 41

<TABLE>
<S> <C> <C>
Ralph W. Gidwitz 25,052 1.1914%

Teri L. Gidwitz 69,804 3.3197%

Linda B. Karamitis 71,604 3.4053%

Betsy R. Gidwitz
Irrevocable Trust
(u/a/d 9/15/90) 151,172 7.1894%

Joseph L. Gidwitz
Revocable Trust 84,436 4.0156%

Credesco, Inc. 30,000 1.42675%
------ --------
2,102,706 100.0000%
========= =========
</TABLE>

<PAGE> 1
EXHIBIT 5

AMENDMENT TO AGREEMENT ESTABLISHING
GIDWITZ FAMILY PARTNERSHIP

WHEREAS, by Agreement dated April 1, 1991 (the "Agreement"), each of
the undersigned, among others (collectively, "Partners"), established the
Gidwitz Family Partnership ("the Partnership");

WHEREAS, Section 14.1 of the Agreement provides that except in certain
circumstances which are inapplicable to this Amendment, the terms of the
Agreement can be amended by a written instrument signed by Partners owning 51
percent or more of the Partnership Percentages, and that any such amendment
shall be binding on all Partners, regardless of any lack of legal consideration
for the amendment;

WHEREAS, the undersigned collectively own over 51 percent of the
Partnership Percentages;

WHEREAS, the undersigned desire to amend the Agreement in the manner
hereinafter provided.

NOW, THEREFORE, the undersigned hereby do the following:

<PAGE> 2

1. Section 1.19 of the Agreement is hereby amended by deleting the
text thereof in its entirety and substituting the following therefor:

"1.19 Transfer. "Transfer" means any conveyance of
an interest in the Partnership, including but not limited to sale,
assignment, gift, bequest, appointment, pledge, hypothecation or grant
of a security interest, or a withdrawal of a partner from the
Partnership; provided, however, that for the purposes of the application
of the provisions of Sections 9.2 through 9.9 hereof, the term
"Transfer" shall not include a Transfer by gift or bequest if such
transfer is to a Permitted Transferee of the transferring Partner."

2. Except to the extent provided in this Amendment, the terms of
the Agreement are hereby ratified and shall remain in full force and effect.

3. Capitalized terms used herein which are not defined herein
shall have the meaning ascribed to such terms in the Agreement.

2
<PAGE> 3
IN WITNESS WHEREOF, the undersigned have signed this Amendment
on the 11th day of January, 1996.

/s/ Ronald J. Gidwitz
------------------------------
Ronald J. Gidwitz

/s/ James G. Gidwitz
------------------------------
James G. Gidwitz

/s/ Nancy Gidwitz
------------------------------
Nancy Gidwitz

BETSY R. GIDWITZ IRREVOCABLE
TRUST U/A/D 9/15/90

By: /s/ Ronald J. Gidwitz
---------------------------
Ronald J. Gidwitz, Trustee

By: /s/ Richard M. Horwood
---------------------------
Richard M. Horwood, Trustee

GG TRUST

By: /s/ Ronald J. Gidwitz
---------------------------
Ronald J. Gidwitz, Trustee

By: /s/ James G. Gidwitz
---------------------------
James G. Gidwitz, Trustee

By: /s/ Richard M. Horwood
---------------------------
Richard M. Horwood, Trustee

<PAGE> 1
EXHIBIT 6

RESTATEMENT OF
AGREEMENT ESTABLISHING
HCI PARTNERSHIP

THIS RESTATEMENT OF AGREEMENT OF PARTNERSHIP made and entered into
as of the 1st day of April, 1991, by and among each of the separate parties
subscribing hereto (which parties are sometimes hereinafter collectively
referred to as "Partners" or individually referred to as a "Partner").

R E C I T A L S:

WHEREAS, an Agreement of Partnership (the "Original Agreement of
Partnership") was previously made and entered into by certain of the Partners
forming HCI Partnership (the "Partnership");

WHEREAS, certain Partners were subsequently admitted to the
Partnership;

WHEREAS, certain additional Partners now desire to be admitted to the
Partnership;

WHEREAS, the Partners desire to restate the Original Agreement of
Partnership in its entirety;

<PAGE> 2
WHEREAS, the Partners have contributed or will contribute to the
Partnership Class B Common Stock (the "Stock") of Helene Curtis Industries,
Inc., a Delaware corporation ("HCI");

WHEREAS, certain Partners initially formed the Partnership because
they determined that it was in their mutual best interests to consolidate the
decision-making with respect to the Stock:

WHEREAS, the Partners have determined that it is in their mutual best
interests to continue the Partnership to maintain control of the transfer of
the Stock for the benefit of the Partners;

WHEREAS, the Partners desire to continue the Partnership in the form
of a general partnership pursuant to the Uniform Partnership Act of the State
of Illinois for the purposes set forth above and to conduct business as
hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the Partners agree as follows:

2
<PAGE> 3
A G R E E M E N T:

1. Definitions.

1.1 Adjusted Capital Account Deficit. "Adjusted Capital Account
Deficit" means, with respect to any Partner, the deficit balance, if any,
in such Partner's Capital Account as of the end of the relevant fiscal year,
after giving effect to the following adjustments:

(a) Credit to such Capital Account any amounts which
such Partner is obligated to restore pursuant to any provision
of this Agreement or is deemed to be obligated to restore
pursuant to the penultimate sentences of Sections 1.704-
1(b)(4)(iv)(f) and 1.704-1T(b)(4)(iv)(h)(5) of the
Regulations; and

(b) Debit to such Capital Account the items described in
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of
the Regulations and shall be interpreted consistently therewith.

1.2 Agreement. "Agreement" means this Restatement of Agreement
Establishing HCI Partnership as amended from time to time.

1.3 Applicable Federal Rate. "Applicable Federal Rate" means
the appropriate rate of interest for similar obligations, then in

<PAGE> 4

effect, as announced by the United States Department of the
Treasury pursuant to Section 1274(d) of the Code.

1.4 Capital Account. "Capital Account" means, with respect
to any Partner, the Capital Account maintained for such Partner in
accordance with the following provisions:

(a) To each Partner's Capital Account there shall be
credited the amount of cash and the Gross Asset Value of any
property contributed by such Partner, such Partner's
distributive share of Profits and any items in the nature of
income or gain which are specially allocated to such Partner
pursuant to Section 6.2 hereof, and the amount of any
Partnership liabilities assumed by such Partner or which are
secured by any property distributed to such Partner.

(b) To each Partner's Capital Account there shall be
debited the amount of cash and the Gross Asset Value of any
property distributed to such Partner pursuant to any provision
of this Agreement, such Partner's distributive share of Losses
and any items in the nature of expenses or losses which are
specially allocated to such Partner pursuant to Section 6.2
hereof, and the amount of any liabilities of such Partner
assumed by the Partnership or which are secured by any property
contributed by such Partner to the Partnership.

(c) In the event all or a portion of an interest in the
Partnership is transferred in accordance with the terms of
this Agreement, the transferee shall succeed to the Capital

<PAGE> 5
Account of the transferor to the extent it relates to the transferred
interest.

(d) In determining the amount of any liability for purposes
of Section 1.4(a) and 1.4(b) hereof, there shall be taken into account
Section 752(c) of the Code and any other applicable provisions of the Code
and Regulations.

The foregoing provisions and the other provisions of this Agreement relating
to the maintenance of Capital Accounts are intended to comply with Section
1.704-1(b) of the Regulations, and shall be interpreted and applied in a
manner consistent with such Regulations, it being the intention of the
Partners to maintain the Partners' Capital Accounts in accordance therewith.

1.5 Class A Partners. "Class A Partners" means those parties
listed as Class A Partners on Exhibit A attached hereto and hereby
incorporated by this reference, as said exhibit may be revised from time to
time by the Managing Partners.

1.6 Class B Partners. "Class B Partners" means those parties
listed as Class B Partners on Exhibit A attached hereto, as said exhibit may
be revised from time to time by the Managing Partners.

1.7 Code. "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

1.8 First Option. "First Option" means the rights and obligations
contemplated in Section 9.5 hereof.

1.9 Gross Asset Value. "Gross Asset Value" means, with respect to
any asset, the asset's adjusted basis for federal income tax purposes, except
as follows:

<PAGE> 6

(a) The initial Gross Asset Value of any asset contributed by
a Partner to the Partnership shall be the gross fair market value of
such asset, as determined by the contributing Partner and the
Partnership;

(c) The Gross Asset Value of any Partnership asset distributed
to any Partner shall be the gross fair market value of such asset on
the date of distribution; and

(d) The Gross Asset Values of Partnership assets shall be
increased (or decreased) to reflect any adjustments to the adjusted
basis of such assets pursuant to either Section 734(b) or Section
743(b) of the Code, but only to the extent that such adjustments are
taken into account in determining

<PAGE> 7
Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the
Regulations; provided, however, that Gross Asset Values shall not be
adjusted pursuant to this Section l.9(d) to the extent the Managing
Partners determine that an adjustment pursuant to Section l.9(b) above
is necessary or appropriate in connection with a transaction that
would otherwise result in an adjustment pursuant to this Section
l.9(d).

1.10 Net Cash Flow. "Net Cash Flow" for any fiscal year
means the excess, if any, of:

(a) The sum of (i) all cash receipts from all sources for such
period but excluding Sale Proceeds as defined herein, and (ii)
all cash reserves at the beginning of such period; over

(b) The sum of (i) all cash expenses paid during such
period, (ii) the amount of all payments of principal on account of
any indebtedness of the Partnership or amounts due (including
interest) on such indebtedness during such period (including repayment
of advances made by the Partners pursuant to Section 7.8 hereof),
(iii) cash payments made for acquisitions and other capitalized
expenditures during such period, and (iv) such cash reserves as of the
last day of such period as the Managing Partners in their sole
discretion deem necessary to provide for the continuing conduct of the
business of the Partnership and reasonable reserves for maturing
obligations.
7
<PAGE> 8

1.11 Offer Price. "Offer Price" means the aggregate cash price
in a Written Offer to purchase the interest (or any part thereof) in
the Partnership of any Transferor Partner, without regard to any
stated interest and discounted by the amount of (a) the total unstated
interest, if any, calculated in the manner provided in Section 483(b)
of the Code without regard to Section 483(d) of the Code or (b) the
imputed interest calculated in the manner provided in Section 1274 or
Section 1274A of the Code, as the case may be.

1.12 Partnership Percentages. "Partnership Percentages"
means each Partner's proportionate ownership interest in the Partnership, as
reflected on Exhibit A attached hereto and as such interest may be adjusted
from time to time by the admission or withdrawal of a Partner, upon the
acquisition of an additional interest by a Partner or a distribution to a
Partner, or otherwise.

1.13 Partnership Value. "Partnership Value" means an amount
equal to eighty percent (80%) of the fair market value of the Stock owned by
the Partnership, plus any cash on hand and the fair market value of any other
assets of the Partnership, less the liabilities of the Partnership, all as
determined by the Managing Partners, calculated as of the date notice of intent
to Transfer is given under Section 9.4 hereof.

1.14 Permitted Transferee. "Permitted Transferee" has the same
meaning as that term has in Section E of Article Four of the HCI Certificate
of Incorporation, as amended from time to time.

<PAGE> 9

1.15 Profits and Losses. "Profits" and "Losses" means, for
each fiscal year or other period, an amount equal to the Partnership's
taxable income or loss for such year or period, determined in
accordance with Section 703(a) of the Code (for this purpose, all
items of income, gain, loss, or deduction required to be stated
separately pursuant to Section 703(a)(1) of the Code shall be included
in taxable income or loss), with the following adjustments:

(a) Any income of the Partnership that is exempt from federal
income tax and not otherwise taken into account in computing Profits
or Losses pursuant to this Section 1.15 shall be added to such taxable
income or loss;

(b) Any expenditures of the Partnership described in Section
705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B)
expenditures pursuant to Section 1.704-1(b)(2)(iv)(1) of the
Regulations, and not otherwise taken into account in computing Profits
or Losses pursuant to this Section 1.15 shall be subtracted from such
taxable income or loss;

(c) In the event the Gross Asset Value of any Partnership
asset is adjusted pursuant to Section 1.9(b) or Section 1.9(d) hereof,
the amount of such adjustment shall be taken into account as gain or
loss from the disposition of such asset for purposes of computing
Profits and Losses;

(d) Gain or loss resulting from any disposition of property
with respect to which gain or loss is recognized for

<PAGE> 10

federal income tax purposes shall be computed by reference to the
Gross Asset Value of the property disposed of, notwithstandinq that
the adjusted tax basis of such property differs from its Gross Asset
Value; and

1.16 Regulations. "Regulations" means the regulations issued by the
United States Department of Treasury with respect to the Code, as amended from
time to time.

1.17 Sale Proceeds. "Sale Proceeds" means the net proceeds received
by the Partnership on account of any sale of all or any portion of the
Partnership's property, including deferred proceeds and the interest thereon,
to the extent not applied or to be applied to the reduction of Partnership
indebtedness (including advances made by the Partners pursuant to Section 7.8
hereof) or to be retained by the Partnership in the sole discretion of the
Managing Partners, or for any other purpose permitted under this Agreement.

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<PAGE> 11

1.18 Second Option. "Second Option" means the rights and obligations
contemplated in Section 9.6 hereof.

1.19 Transfer. "Transfer" means any conveyance of an interest in the
Partnership, including but not limited to sale, assignment, gift, bequest,
appointment, pledge, hypothecation or grant of a security interest, or a
withdrawal of a Partner from the Partnership.

1.20 Transferor Partner. "Transferor Partner" means any Partner who
gives notice of intent to Transfer pursuant to Section 9.4 hereof.

1.21 Transfer Price. "Transferor Price" means an amount equal to the
Partnership Value multiplied by the Transferor Partner's Partnership
Percentage, calculated as of the date of notice of intent to Transfer is given
under Section 9.4 hereof.

1.22 Written Offer. "Written Offer" means a bona fide written offer,
made by a Permitted Transferee, to purchase all or a portion of a Transferor
Partner's interest in the Partnership, setting forth all material terms and
conditions of such offer.

2. Formation, Name and Office.

2.1 Formation and Name. The Partners hereby form a general
partnership pursuant to the Uniform Partnership Act of the State of Illinois.
The name of the partnership is "HCI Partnership" or such other name as the
Managing Partners may, from time to time, designate. Concurrently with the
execution of this Agreement, the Partners shall execute such fictitious name
certificate or other

<PAGE> 12

similar certificate and immediately thereafter cause same to be filed
or recorded in the appropriate office of Cook County, Illinois and
published, all as required by law.

3. Purpose and Property.

3.1 Purpose. The purpose of the Partnership shall be the business of
making, protecting, enhancing and otherwise dealing with investments of all
types, such investments to include, but not be limited to, the buying and
selling of securities of all types (including, but not limited to, common and
preferred stock, put and call options, convertible bonds, bonds and debentures);
provided, however, that nothing herein contained shall allow the Partnership to
make any investments, or do any other things, which shall not be permitted by
the Uniform Partnership Act of the State of Illinois.

3.2 Stock. Title to any Stock contributed to or acquired by the
Partnership shall be held in the name of the Partnership, and each certificate
representing shares of such Stock will carry the following legend:

"The stock represented by this certificate is subject to the
provisions of the Restatement of Agreement Establishing HCI
Partnership dated as of April 1, 1991 among the partners of the
partnership, a copy of which agreement may be inspected

<PAGE> 13
at the principal office of the partnership. Such agreement
restricts the transfer, including hypothecation, of this stock. The
provisions of such agreement are incorporated by this reference in
this Certificate. The stock represented by this certificate may only
be transferred by agreement of a majority of the managing partners of
the partnership."

4. Term.

The Partnership shall continue until the first to occur of:

(a) December 31, 2025;

(b) The agreement of all of the Partners; or

5. Partnership Capital - Initial Capital Accounts.

5.1 Contribution of the Partners. Each of the Partners (or such
Partner's predecessor in interest) shall contribute to the capital of the
Partnership the respective number of shares of Stock set forth opposite such
Partner's name in Exhibit A attached hereto. The Partners, in exchange for
their contributions to the capital of the Partnership, shall receive an
interest in the Partnership equal to the Partnership Percentage set forth
opposite

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<PAGE> 14

their names in Exhibit A. Anything in this Agreement to the contrary
notwithstanding, no person shall be deemed to be a partner of the Partnership
unless and until such person shall have made such capital contribution.

5.2 Additional Capital Contributions of the Partners. Throughout the
term of this Agreement, the Partners shall collectively contribute, in cash,
to the capital of the Partnership, in accordance with their respective
Partnership Percentages, any additional funds required to meet Partnership
cash requirements as determined by the Managing Partners.

5.3 Additional Funds. With the consent of the Managing Partners, a
Partner may advance to the Partnership pursuant to Section 7.8 hereof,
any additional funds required to meet Partnership cash requirements.

5.4 Interest. No interest shall be paid or accrued on the Capital
Account of any Partner.

5.5 Withdrawal of Capital Contributions. No Partner may withdraw any
capital from the Partnership except as expressly provided herein.

6. Allocation of Profits and Losses, and Distribution of Net Cash Flow and Sale
Proceeds.

6.1 Allocation of Profits and Losses. After giving effect to the
allocations set forth in Section 6.2 and Section 6.3 hereof, Profits and
Losses for any fiscal year of the Partnership shall be

<PAGE> 15
allocated among the Partners in proportion to their respective Partnership
Percentages.

6.2 Special Allocations.

(a) In the event any Partner unexpectedly receives any
adjustments, allocations, or distributions described in Section
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-
1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and
gain shall be specially allocated to each such Partner in an amount
and manner sufficient to eliminate, to the extent required by the
Regulations, the Adjusted Capital Account Deficit of such Partner as
quickly as possible, provided that an allocation pursuant to
this Section 6.2(a) shall be made only if and to the extent that such
Partner would have an Adjusted Capital Account Deficit after all
other allocations provided for in this Section 6 have been
tentatively made as if this Section 6.2(a) were not in the Agreement.

(b) In the event any Partner has a deficit Capital Account at the
end of any Partnership fiscal year which is in excess of the sum of
(i) the amount such Partner is obligated to restore pursuant to any
provision of this Agreement and (ii) the amount such Partner is deemed
to be obligated to restore pursuant to the penultimate sentences of
Sections 1.704-1T(b)(4)(iv)(f) and 1.704-1T(b)(4)(iv)(h)(5) of the
Regulations, each such Partner shall be specially allocated items of
Partnership income and gain in the amount of such

<PAGE> 16

excess as quickly as possible, provided that an allocation pursuant to
this Section 6.2(b) shall be made only if and to the extent that such
Partner would have a deficit Capital Account in excess of such sum
after all other allocations provided for in this Section 6 have been
made as if Section 6.2(a) hereof and this Section 6.2 (b) were not in
the Agreement.

(c) To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Section 734(b) or Section 743(b) of the
Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the
Regulations, to be taken into account in determining Capital Accounts,
the amount of such adjustment to the Capital Accounts shall be treated
as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis) and such gain
or loss shall be specially allocated to the Partners in a manner
consistent with the manner in which the Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.

6.3 Tax Allocations: Code Section 704(c). In accordance with
Section 704(c) of the Code and the Regulations thereunder, income, gain, loss
and deduction with respect to any property contributed to the capital of the
Partnership shall, solely for tax purposes, be allocated among the Partners
so as to take account of any variation between the adjusted basis of such
property to the

16
<PAGE> 17

Partnership for federal income tax purposes and its initial Gross Asset Value.

Any elections or other decisions relating to such allocations shall
be made by the Managing Partners in any manner that reasonably reflects the
purpose and intention of this Agreement. Allocations pursuant to this Section
6.3 are solely for purposes of federal, state and local taxes and shall not
affect, or in any way be taken into account in computing, any Partner's
Capital Account or share of distributions pursuant to any provision of this
Agreement.

6.4 Intervals of Determination of Profits and Losses. For
purposes of determining the Profits, Losses, or any other items allocable to
any period, Profits, Losses, and any such other items shall be determined on
a monthly basis or any other basis, as determined by the Managing Partners
using any permissible method under Section 706 of the Code and the
Regulations thereunder.

6.5 Distribution of Net Cash Flow. The Net Cash Flow of the
Partnership shall be distributed to the Partners, from time to time as
determined by the Managing Partners in their sole discretion, in
proportion to the Partners' respective Partnership Percentages.

17
<PAGE> 18
6.6 Distribution of Sale Proceeds. Sale Proceeds shall be distributed
among the Partners as soon as is practicable in proportion to the Partners'
respective Partnership Percentages.

7. Management.

7.1 General Management. Except as otherwise specifically provided
herein, decisions concerning the management and control of the business
affairs of the Partnership and the investment of the property of the
Partnership shall be made by the majority decision of the Managing Partners
(hereinafter described). The Managing Partners shall each be entitled to one
vote on any issue requiring their decision. The Partnership shall reimburse
any Managing Partner for all direct and reasonable out-of-pocket expenses
incurred on behalf of the Partnership. Except for acts of willful misconduct
or gross negligence, the Partnership shall reimburse, indemnify and hold
harmless any Managing Partner for and from any expense or liability incurred
by him for and on behalf of the Partnership or its property while acting in
good faith.

The Managing Partners shall at all times be five in number and shall
initially be Joseph L. Gidwitz, Gerald Gidwitz, Donald J. Gidwitz, James G.
Gidwitz and Ralph W. Gidwitz (sometimes hereinafter each individually referred
to as a "Managing Partner"). Any vacancy among the Managing Partners, by
disability, death, withdrawal or resignation, shall be filled by a Partner, as
set forth herein. In the event of a vacancy by the disability, death,
withdrawal or resignation of Gerald Gidwitz, Ronald J. Gidwitz or

<PAGE> 19

James G. Gidwitz, or any successor thereto, the following, one at a time and in
the order named, shall be successor Managing Partner: (a) Peter E. Gidwitz;
(b) Nancy Gidwitz; (c) Thomas R. Gidwitz; and (d) a Class A Partner designated
by the majority decision of all of the Class A Partners. In the event of a
vacancy by the disability, death, withdrawal or resignation of Joseph L.
Gidwitz or Ralph W. Gidwitz, or any successor thereto, the following, one at a
time, and in the order named, shall be successor Managing Partner: (a) Betsy R.
Gidwitz; and (b) a Class B Partner designated by the majority decision of all
of the Class B Partners.

7.2 Powers of the Managing Partners. Subject to such limitations as
may be imposed pursuant to the terms of this Agreement or by operation of law,
the Managing Partners are hereby authorized and empowered to carry out and
implement any and all of the purposes of the Partnership. In that connection,
the powers of the Managing Partners shall include, but not be limited to, the
following:

(a) To employ, on behalf of the Partnership, such persons,
firms or corporations as they, in their sole judgment, shall deem
advisable for the operation and management of the business of the
Partnership, including such brokers, investment advisors, accountants
and attorneys, on such terms and for such compensation as they, in
their sole judgment, shall determine. The fact that a Partner or a
member of his family (or the trustee or a beneficiary of a trust which
is a Partner) is directly or indirectly interested

<PAGE> 20

in or connected with any person, firm or corporation
employed by the Partnership to render or perform a service
or from which or whom the Partnership may buy merchandise or
other property shall not preclude the Partnership from
employing such person, firm or corporation or from otherwise
dealing with him or it, and neither the Partnership nor the
Partners thereof shall have any rights in or to any income
or profits derived therefrom;

(c) To acquire and convey corporate stock and partnership
interests, including, but not limited to, partnership interests
pursuant to Section 9 hereof;

(d) To open, maintain, and close bank accounts and to draw
checks and other orders for the payment of money as provided in
Section 8.3 hereof; and

20
<PAGE> 21
(e) To take such other actions and to incur such expenses on
behalf of the Partnership as may be necessary or advisable in
connection with the conduct of the affairs of the Partnership.

7.3 Duties of Managinq Partners. The Managing Partners shall manage,
or cause to be managed, the affairs of the Partnership in a prudent and
businesslike manner and shall devote such part of their time to the
Partnership affairs as is reasonably necessary for the conduct of such
affairs; provided, however, that it is expressly understood and agreed that
neither any Managing Partner nor any other Partner shall be required to devote
his entire time or attention to the business of the Partnership, and no
Partner shall be restricted in any manner from participating in other
businesses or activities. Without limiting the generality of the foregoing,
the Managing Partners' duties shall include the following:

(a) To render periodic progress reports to the Partners with
respect to the operations of the Partnership;

(b) To furnish financial statements on an annual basis, which,
upon the request of any Partner, shall be prepared by a recognized
firm of independent public accountants;

(c) To deposit all funds of the Partnership in one or more
separate bank accounts with such banks or trust companies as provided
in Section 8.3 hereof;

(d) To maintain complete and accurate records as provided in
Section 8.1 hereof;

21
<PAGE> 22

(e) To prepare and distribute to all Partners all reasonable
tax reporting information as provided in Section 8.2 hereof; and

(f) To cause to be filed such certificates and to do such
other acts as may be required by law to qualify and maintain the
Partnership as a partnership.

7.4 Reliance on Act of Managing Partners. Third parties dealing with
the Partnership shall be entitled to rely conclusively upon the power and
authority of the Managing Partners. Any business entity called upon to transfer
any property to or from the name or account of the Partnership shall be
entitled to rely on instructions or assignments signed or purporting to be
signed by the Managing Partners, without inquiry as to the authority of the
person signing or purporting to sign such instructions or assignments and
without inquiry as to the validity of any transfer to or from the name of the
Partnership.

7.5 Outside Activities. It is expressly agreed that the Partners, or
any of them, may engage in other business ventures of every nature and
description, independently or with others, whether or not it is in competition
with the Partnership, and neither the Partnership nor the Partners thereof
shall have any rights in and to any independent venture or activity or the
income or profits derived therefrom.

7.6 Actions Requiring Concurrence of the Partners. Notwithstanding
anything in this Agreement to the contrary, no Partner or

22
<PAGE> 23

Managing Partner, without the prior written consent of all of the other
Partners, shall have the authority to: (a) Expend or use Partnership funds or
Partnership property except upon the account and for the benefit of the
Partnership; (b) Confess a judgment against the Partnership; (c) Possess
Partnership property, or assign rights in specific Partnership property for
other than a Partnership purpose; or (d) Transfer Stock held by the Partnership
to any person other than a Permitted Transferee of the Partnership, or acquire
Stock from a person as to which the Partnership is not a Permitted Transferee,
and any such attempted transfer or acquisition contrary to this clause (d)
shall be null and void.

7.8 Advances. With the consent of the Managing Partners, the Partners
may loan or advance funds to the Partnership. Such loans or advances shall bear
interest at the prime rate of interest

23
<PAGE> 24
charged, from time to time, by The First National Bank of Chicago and
shall be payable out of the first available funds of the Partnership prior to
any distributions to the Partners.

8. Accounting, Tax Provisions and Banking.

8.1 Books and Records. The Partnership shall maintain, or cause to be
maintained, full and accurate books and records in accordance with generally
accepted accounting principles. The Partnership shall maintain its books and
records and file its tax returns utilizing a calendar year. The Partnership's
books and records shall be kept at the principal office of the Partnership and
each Partner shall, at reasonable times, have free access thereto. The Managing
Partners shall determine the methods of accounting to be employed for purposes
of the Partnership's books of account and federal income tax reporting
purposes.

8.2 Tax Returns. The Partnership shall prepare, or cause to be
prepared, all required returns of income. All decisions and elections as are
necessary or available with respect to the preparation of such returns shall be
made by the Managing Partners. As soon as is reasonably practical after the
close of each fiscal year, the Partnership shall furnish each Partner with a
statement (which may be in the form of a duplicate Schedule K-1 of the Form
1065 required to be filed by the Partnership with the Internal Revenue Service,
or such other comparable form at any time hereafter required to be so filed)
showing the contributions, withdrawals, income, gains, deductions, losses and
credits charged or

24
<PAGE> 25

credited to such Partner and so allocated to him for such fiscal year.

8.3 Banking. All funds of the Partnership shall be deposited in the
Partnership's name in accounts at such bank or banks as shall be determined by
the Managing Partners who shall have the right to designate their agents to
execute checks for withdrawals and make, deliver, accept and endorse commercial
paper in connection with the Partnership business.

9. Transfer of Partnership Interests and Limitations Thereon.

9.1 Exclusive Procedure. Except as otherwise provided herein, each
Partner agrees that he will not Transfer all or any part of his interest in the
Partnership other than in strict compliance with this Agreement. In no event
shall a Partner Transfer his interest in the Partnership to a transferee who
is not a Permitted Transferee of such Partner. This Agreement states the
exclusive procedure for Transfer of an interest in the Partnership. Any
attempted Transfer of an interest in the Partnership other than in strict
compliance with this Agreement shall be null and void.

9.2 Permitted Transfer. Subject to the First Option and the Second
Option, any Partner transferring an interest in the

25
<PAGE> 26
Partnership to a Permitted Transferee of such Partner shall give
written notice of any such Transfer to the Managing Partners, who shall
thereupon revise the Partnership Percentages to reflect the Transfer. With the
consent of the Managing Partners, the transferee (if he is not already a
Partner) may be admitted as an additional Partner in the Partnership.

9.3 Transfer of Title. All Transfers of an interest in the Partnership
to any Partner pursuant to the First Option, and to the Partnership pursuant
to the Second Option, shall be transferred and delivered to such Partners or
the Partnership, as the case may be, free and clear of all liens, claims and
encumbrances of every kind and description.

9.4 Notice of Intent to Transfer. Any Transferor Partner who desires to
Transfer all or any portion of his interest in the Partnership shall give
notice of his intent to Transfer, in writing, to the Managing Partners. In the
event that the Transferor Partner has received a Written Offer for the purchase
of his interest in the Partnership, said notice shall include a copy of such
Written Offer and shall set forth the Offer Price. The Managing Partners shall
promptly notify the other Partners of the Transferor Partner's intent to
Transfer, which notice shall include a copy of any Written Offer.

26
<PAGE> 27

Transferor Partner did not submit a Written Offer, at the Transfer Price and,
in either case, in accordance with the provisions of this Section 9. This
option shall first be available to Partners of the same class as, and who are
Permitted Transferees of, the Transferor Partner (the "Same Class Partners").
The Same Class Partners may exercise the option by giving notice to the
Managing Partners of their intention to do so within sixty (60) days of the
date of the Transferor Partner's notice. The Same Class Partners may purchase
the offered interest in proportion to their relative Partnership Percentages of
the same class or as they may otherwise agree. If and to the extent that the
Same Class Partners fail to elect to purchase all of the offered interest, the
Managing Partners shall give prompt notice thereof to the Partners of the other
class who are Permitted Transferees of the Transferor Partner (the "Other Class
Partners"). The Other Class Partners shall have the option to purchase all or
part of any remaining interest proposed to be sold. The Other Class Partners
may exercise their option by giving notice to the Managing Partners of their
intention to do so within sixty (60) days after the expiration of the Same
Class Partners' sixty (60) day option period. The Other Class Partners may
purchase the offered interest in proportion to their relative Partnership
Percentages of the same class or as they may otherwise agree. The interest in
the Partnership so purchased will be added to the interest in the Partnership
of the Partners who have purchased said interest, as an interest of the same
class as that held by each respective purchasing Partner, and their

27
<PAGE> 28
Partnership Percentages and Capital Accounts shall be adjusted accordingly by
the Managing Partners.

9.6 Second Option. The Partnership shall have an additional sixty (60)
days after the expiration of the two option periods set forth in Section 9.5 to
elect to purchase all or part of the interest in the Partnership of the
Transferor Partner not purchased pursuant to the First Option, at the Offer
Price or, if there is no Written Offer, at the Transfer Price. The interest in
the Partnership so purchased from a Transferor Partner, including the related
Partnership Percentage and Capital Account, shall be allocated among all of the
then remaining Partners, who shall succeed to such interest as an interest of
the same class held by such remaining Partners.

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<PAGE> 29
Partner shall no longer be under an obligation to sell such interest pursuant
to the First Option and the Second Option and, during the ninety (90) day
period following the termination of the Second Option, the Transferor Partner
may sell the offered interest to the Permitted Transferee making the Written
Offer at the Offer Price or on other terms no more favorable than the terms
contained in the Written Offer. No Transfer may be consummated after such
ninety (90) day period or on terms more favorable than those set forth in the
Written Offer without first again complying with this Section 9. Any Permitted
Transferee who acquires an interest in the Partnership pursuant to this
Section 9 shall become a party hereto and be subject to the terms of this
Agreement.

9.8 Terms of Purchase. Any interest in the Partnership to be sold
pursuant to the First Option or the Second Option shall be purchased at the
price provided in Section 9.5 or Section 9.6 hereof, as the case may be.
Subject to Section 9.12 hereof, the closing of the purchase and sale shall take
place at the Partnership's office within thirty (30) days following the
expiration of the applicable option periods. Notwithstanding any provision to
the contrary contained in a Written Offer and subject to the provisions of
Section 9.9 hereof, payment for the interest in the Partnership purchased
pursuant to the First Option or the Second Option shall be made in ten (10)
equal installments of principal. The first installment shall be made
contemporaneously with the Transfer and each succeeding payment shall be made
on the annual anniversary date thereof. The Partnership or any Partner

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<PAGE> 30

purchasing an interest of the Transferor Partner may, however, prepay all or
part of the purchase price at the time of the Transfer or at any time
thereafter without premium or penalty. Each deferred payment shall bear
interest at the lesser of eight percent (8%) per annum or the prime or base
rate of interest charged by The First National Bank of Chicago. Said rate of
interest shall be determined at the time of Transfer and shall be adjusted on
each annual anniversary date thereof. In no event, however, shall the rate of
interest be less than the Applicable Federal Rate determined at the time of the
Transfer.

9.9 Maximum Obligation of the Partnership. If the Partnership purchases
the interest of one or more Transferor Partners pursuant to the Second Option,
the Partnership shall not be obligated to pay, in the aggregate in any calendar
year, pursuant to Section 9.8 hereof an aggregate amount exceeding the greater
of (a) the annual dividends received by the Partnership with respect to the
Stock or (b) two percent (2%) of the Partnership Value (the "Redemption Cap").
If, as a result of the application of the Redemption Cap, amounts otherwise due
are not paid to a Transferor Partner, such unpaid amounts shall be due and
payable in the following year; provided, however, that the Redemption Cap as
determined in the following year shall continue to limit the aggregate
obligation of the Partnership during such year so that any unpaid amounts
continue to be deferred until such time as the total payments to Transferor
Partners during a year are

<PAGE> 31

within the Redemption Cap determined for such year. In the event that there are
two (2) or more Transferor Partners at any one time and the payments due from
the Partnership to the Transferor Partners exceed the Redemption Cap, then
payments to such Transferor Partners shall be reduced proportionately, from
time to time and at any time, based on the outstanding principal owed to each
Transferor Partner.

9.10 Admission of Partners. Except as otherwise provided in
Section 9.2, no additional Partners shall be admitted to the Partnership
without first obtaining the written consent of all Partners. Notwithstanding
the foregoing, no additional Partner shall be admitted to the Partnership
unless at the time that the proposed additional Partner is to be admitted to
the Partnership (a) the Partnership is a Permitted Transferee of such proposed
additional Partner and (b) the addition to the Partnership of such proposed
additional Partner would not cause the Partnership to cease being a Permitted
Transferee of any or all of the then Partners of the Partnership. Upon the
admission of an additional Partner, all references in this Agreement to the
Partners shall be deemed to include the new Partner. The Partners shall
determine what rights and voice an additional Partner shall have in the
management and conduct of the Partnership.

9.11 Distribution of a Partner's Interest. The termination of any trust
which is a Partner shall not terminate the Partnership. Upon the allocation or
distribution of all or any portion of the

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<PAGE> 32

Partnership interest of a trust which is a Partner pursuant to the
exercise of any power of appointment, or otherwise, to a beneficiary of such
trust or to another person or persons or to another trust or trusts, whether or
not such distribution shall terminate such distributing trust, each such
distributee, notwithstanding the provisions hereof, shall become a Partner
hereunder to the extent of the proportionate share of the Partnership interest
distributed to him, subject to all the terms and conditions of this Agreement,
provided however, that such distributee must, in all events, be a Permitted
Transferee. If any such intended distributee is not a Permitted Transferee, the
trustee (or any other Partner) shall give notice thereof to the Managing
Partners, whereupon the Partners and the Partnership shall have the rights set
forth in Sections 9.5 and 9.6 hereof to purchase the interest in the
Partnership owned by the trust.

9.12 Transfer Date Restrictions. Notwithstanding anything in this
Article 9 to the contrary, no Transfer, acquisition or redemption of an
interest in the Partnership shall be made and no adjustment to the Partners'
interests in the Partnership shall be effective, and no transferee of an
interest in the Partnership shall be admitted as a Partner, during any period
between the record date and payment date of a dividend declared to be paid with
respect to shares of the Stock. Any such purported Transfer, acquisition or
redemption shall be effective and reflected in the books of the Partnership on
and as of the first day following the dividend payment date.

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<PAGE> 33

10. Withdrawal, Death or Bankruptcy of a Partner.

10.2 Death of a Partner. Upon the death of a Partner during the term of
the Partnership, the Partnership business shall not be wound up or terminated,
but shall be continued by the remaining Partners. The executor or administrator
(the "Personal Representative") of the estate of the deceased Partner,
notwithstanding Section 9 hereof, shall immediately succeed to the interest of
the deceased Partner in the Partnership, and such Personal Representative shall
have the same rights and obligations in the Partnership as the deceased Partner
would have had had he survived (such rights and obligations shall include, but
shall not be limited to, rights to participate in the conduct of Partnership
business and to share in the profits and losses of the Partnership) except
that, if the deceased Partner was a Managing Partner, the

33
<PAGE> 34

Personal Representative shall not have the right to become a Managing
Partner. The Personal Representative shall, if at all possible, transfer its
interest to a Permitted Transferee and, to the extent that transfer to a
Permitted Transferee is not possible, shall, promptly upon discovery thereof,
give notice to the Partnership pursuant to Section 9.4 hereof of its intention
to withdraw from the Partnership. The Personal Representative shall not have
the right to compel liquidation of the Partnership. The rights of the Personal
Representative set forth in this Section 10.2 and the payments, if any, to a
Personal Representative that withdraws from the Partnership are in lieu of any
amount payable pursuant to Section 42 of the Uniform Partnership Act including
any interest or profits payable pursuant thereto.

10.3 Bankruptcy, etc. In the event the interest of a Partner in the
Partnership shall be attached or taken in execution, or in the event a Partner
shall be adjudicated a bankrupt or make an assignment for the benefit of
creditors, or in the event its interest is made subject to a charging order,
the Partnership shall not be wound up or terminated and the Partnership's
business shall be continued, except that upon notice thereof to that Partner,
the other Partners and the Partnership shall have the rights set forth in
Sections 9.5 and 9.6 hereof to purchase the interest in the Partnership of such
Partner.

34
<PAGE> 35

11. Dissolution and Liquidation.

The dissolution of the Partnership shall occur as provided in Section 4
hereof; provided, however, if an event specified in Section 4 hereof occurs,
the Partners may, within sixty (60) days of the date such event occurs,
unanimously vote to continue the Partnership business, in which case the
Partnership shall continue thereafter as agreed to by the Partners. Unless
otherwise provided herein or otherwise agreed by all of the Partners, upon
dissolution of the Partnership, the Partnership shall be terminated and the
remaining Managing Partners shall become the liquidating trustees. The
liquidating trustees shall take full account of the Partnership's assets and
liabilities and the receivables of the Partnership shall be collected and its
assets liquidated as promptly as is consistent with obtaining the fair market
value therefor. If the liquidating trustees reasonably determine that it would
be in the best interests of the Partners to do so, all or any portion of the
assets of the Partnership shall be distributed in kind. The proceeds from the
liquidation of the assets of the Partnership and collection of the
Partnership's receivables, together with the property distributed in kind, to
the extent sufficient therefor, shall be applied and distributed in the
following order of priority:

(a) To the payment and discharge of all of the Partnership's
debts and liabilities, except (i) the claims of secured creditors whose
obligations will be assumed or otherwise transferred on the liquidation
of Partnership assets

35
<PAGE> 36

and (ii) the payment of all debts and liabilities of the
Partnership due to the Partners;

(b) To the payment of all debts and liabilities of the
Partnership due to Partners;

(d) The balance, if any, to the Partners in accordance with
the positive balances in their Capital Accounts after givinq effect
to all contributions, distributions and allocations for all
periods.

12. Trust Partners.

12.1 Trustee Liability. When this Agreement is executed by the trustee
of any trust, such execution is, and shall be, by the trustee, not individually
but solely as trustee in the exercise and under the power of authority
conferred upon and vested in such trustee. It is expressly understood and
agreed that nothing herein contained shall be construed as creating any
liability on any such trustee personally to pay any amounts required to be paid
hereunder, or to perform any covenant, either express or implied, contained
herein, all such liability, if any, being expressly waived by the parties
hereto by their execution hereof. Any liability of any Partner which is a trust
to the Partnership or to any third person shall be only that of such trust to
the full extent of its trust estate and shall not be a personal liability of
any trustee, grantor or beneficiary thereof.

36
<PAGE> 37

12.2 Status of Successor Trustees as Partner. Any successor trustee or
trustees of any trust as a Partner herein shall be entitled to exercise the
same rights and privileges and be subject to the same duties and obligations as
his predecessor trustee. As used in this Agreement, the term "trustee" shall
include any or all such successor trustees.

13. Notices.

37
<PAGE> 38

14. Miscellaneous Provisions.

14.1 Amendments. Any and all agreements hereafter made by the Partners
to amend, extend, revise, change or discharge this Agreement, in whole or in
part and on one or more occasions, shall not be invalid or unenforceable
because of the lack of legal consideration so long as the same shall be in
writing and signed by Partners owning 51 percent or more of the Partnership
Percentages, and shall be binding on all Partners, except that without
unanimous written consent, no amendment to Partnership Percentages, Capital
Accounts, or distributions of Net Cash Flow or Sale Proceeds shall be
effective.

14.2 Further Assurances. The Partners shall execute and deliver such
further instruments and do such further acts and things as may be required by
law or may be appropriate in order to carry out the intent and purpose of this
Agreement.

14.3 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois.

14.4 Headings. Section headings are for convenience of reference only
and shall have no legal effect.

14.5 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which, when taken together,
shall be deemed to be one Agreement.

14.6 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their successors, assigns, heirs and legal
representatives and any person who shall

38
<PAGE> 39

have acquired any of the interests or rights of any Partner in accordance with
this Agreement.

14.7 Severability. In the event any provision of this Agreement is held
to be invalid, the remainder of this Agreement shall nevertheless be deemed
to be valid and effective.

14.8 Nouns, Pronouns and Gender. As used herein, all pronouns shall
include the masculine, feminine, neuter, singular, and plural thereof whenever
the context and facts require such construction.

14.9 Waiver of Action for Partition. Each of the Partners irrevocably
waives any right that it may have to maintain any action for partition with
respect to any of the Partnership's property.

14.10 Entire Agreement. This Agreement constitutes the entire agreement
and understanding among the parties and may not be amended or modified except
as provided herein.

14.11 Intent to be Bound. Each of the parties subscribing hereto intend
to be fully bound by this Agreement whether or not all of the other persons
listed on the signature pages hereto execute this Agreement. All persons who
execute this Agreement, or any counterpart hereof, shall become Partners and
shall be bound hereby. If any person listed on the signature pages hereto fails
to sign this Agreement, the Partnership Percentages shall be recomputed by the
Managing Partners based on the number of shares of Stock and cash actually
contributed to the Partnership.
39
<PAGE> 40

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

/s/ Gerald Gidwitz /s/ James G. Gidwitz
- -------------------- ----------------------
Gerald Gidwitz James G. Gidwitz

/s/ Joseph L. Gidwitz /s/ Peter E. Gidwitz
- ----------------------- ----------------------
Joseph L. Gidwitz Peter E. Gidwitz

/s/ Nancy Gidwitz /s/ Ronald J. Gidwitz
- ------------------- -----------------------
Nancy Gidwitz Ronald J. Gidwitz

/s/ Ralph W. Gidwitz
- ----------------------
Ralph W. Gidwitz

/s/ Thomas R. Gidwitz
- -----------------------
Thomas R. Gidwitz AKG COLLATERAL TRUST

AKG FAMILY TRUST By: /s/ Si Richard Wynn
--------------------
By: /s/ Si Richard Wynn Si Richard Wynn, not
-------------------- individually but solely
Si Richard Wynn, not as Trustee
individually but
solely as Trustee

JOSEPH L. GIDWITZ REVOCABLE THOMAS R. GIDWITZ IRREVOCABLE
TRUST TRUST

By: /s/ Joseph L. Gidwitz By: /s/ James G. Gidwitz
------------------------ -----------------------
Joseph L. Gidwitz, not James G. Gidwitz, not
individually but individually but
solely as Trustee solely as Trustee

By: /s/ Jane B. Gidwitz
-------------------------
Jane B. Gidwitz, not
individually but
solely as Trustee

40
<PAGE> 41
ARB ASSOCIATES

By: /s/ Ralph W. Gidwitz
------------------------------
Ralph W. Gidwitz, not
individually but solely
as a General Partner

By: BETSY R. GIDWITZ IRREVOCABLE
TRUST, as a General Partner

/s/ Joseph L. Gidwitz
By: -----------------------
Joseph L. Gidwitz, not
individually but
solely as Trustee

/s/ Ronald J. Gidwitz
By: -----------------------
Ronald J. Gidwitz, not
individually but
solely as Trustee

41
<PAGE> 42
EXHIBIT A

<TABLE>
<CAPTION>
Number of Shares
of Partnership
Name of Partner Stock Contributed Percentage
- -------------- ----------------- -----------
Class A Partners:
- ----------------
<S> <C> <C>
Gerald Gidwitz 200 0.0343%

James G. Gidwitz 4,597 0.7888%

Nancy Gidwitz 4,596 0.7887%

Peter E. Gidwitz 4,596 0.7887%

Ronald J. Gidwitz 4,597 0.7888%

Thomas R. Gidwitz 200 0.0343%

Thomas R. Gidwitz
Irrevocable Trust
(u/a/d 9/15/90) 4,396 0.7544%

Class B Partners:
- ------------------
Joseph L. Gidwitz 200 0.0343%

Ralph W. Gidwitz 200 0.0343%

AKG Collateral Trust 105,547 18.1116%

AKG Family Trust 61,632 10.575%

Joseph L. Gidwitz
Revocable Trust 35,338 6.0639%

ARB Associates 356,660 61.2020%
--------- ---------
582,759 100.0000%
========= =========

</TABLE>

<PAGE> 1
EXHIBIT 7

AMENDMENT TO RESTATEMENT OF AGREEMENT ESTABLISHING
HCI PARTNERSHIP

WHEREAS, by Restatement of Agreement dated April 1, 1991 (the
"Agreement"), each of the undersigned, among others (collectively, "Partners"),
restated in their entirety the terms of a partnership agreement which had
previously established the HCI Partnership ("the Partnership");

WHEREAS, the undersigned collectively own over 51 percent of the
Partnership Percentages;

WHEREAS, the undersigned desire to amend the Agreement in the manner
hereinafter provided.

NOW, THEREFORE, the undersigned hereby do the following:

<PAGE> 2
1. Section 1.19 of the Agreement is hereby amended by deleting the
text thereof in its entirety and substituting the following therefor:

2. Except to the extent provided in this Amendment, the terms of
the Agreement are hereby ratified and shall remain in full force and effect.

3. Capitalized terms used herein which are not defined herein shall
have the meaning ascribed to such terms in the Agreement.

<PAGE> 3
IN WITNESS WHEREOF, the undersigned have signed this Amendment
on the 11th day of January, 1996.

/s/ Ronald J. Gidwitz
------------------------------
Ronald J. Gidwitz

/s/ James G. Gidwitz
------------------------------
James G. Gidwitz

/s/ Nancy Gidwitz
------------------------------
Nancy Gidwitz

BETSY R. GIDWITZ IRREVOCABLE
TRUST U/A/D 9/15/90

By: /s/ Ronald J. Gidwitz
---------------------------
Ronald J. Gidwitz, Trustee

By: /s/ Richard M. Horwood
---------------------------
Richard M. Horwood, Trustee