ELIZABETH ARDEN INC
EXHIBIT 10.4  AMENDED 2002 EMPLOYEE STOCK PURCHASE PLAN
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<DESCRIPTION>EXHIBIT 10.4  AMENDED 2002 EMPLOYEE STOCK PURCHASE PLAN
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                      ELIZABETH ARDEN, INC.
                2002 EMPLOYEE STOCK PURCHASE PLAN


              ARTICLE I.   PURPOSE AND DEFINITIONS

1.01 Purpose; Administration.  The Elizabeth Arden, Inc. 2002
     Employee Stock Purchase Plan, as amended from time to time
     (the "Plan"), provides a convenient method of acquiring
     shares of stock of Elizabeth Arden, Inc. (the "Company"),
     for persons eligible to participate.  The Plan is intended
     to qualify as an employee stock purchase plan under Section
     423 of the Internal Revenue Code of 1986, as amended (the
     "Code"), but is not intended to be subject to Section 401(a)
     of the Code or the Employee Retirement Income Security Act
     of 1974.

1.02 Definitions.  A term defined in the Plan shall have the
     meaning ascribed to it wherever it is used herein unless the
     context indicates otherwise.

                  ARTICLE II.   PARTICIPATION

2.01 Adoption by Subsidiaries.  The Board of Directors of the
     Company (the "Board") may authorize the adoption of the Plan
     by one or more subsidiary companies or corporations of the
     Company ("Participating Subsidiaries"), including
     subsidiaries in nations other than the United States.

2.02 Foreign Subsidiaries.  The Committee (as defined in
     Paragraph 7.01) may set terms and conditions under this Plan
     that the Committee determines are necessary to comply with
     applicable foreign laws or advisable in light of such laws,
     as well as take any action it deems advisable to obtain
     approval of this Plan and its terms by an appropriate
     foreign governmental entity; provided, however, that no such
     terms and conditions may be set nor action may be taken that
     would result in a violation of the United States laws
     applicable to the Company, including, without limitation,
     the Securities Exchange Act of 1934, as amended, or that
     would cause this Plan to fail to qualify as an employee
     stock purchase plan within the meaning of Section 423 of the
     Code for participants located in the United States.

2.03 Eligibility to Participate.  A person is eligible to
     participate in an Offering under the Plan (as defined in
     Paragraph 4.02) if, as of the first day of such Offering,
     such person is (i) an employee of the Company or a
     Participating Subsidiary and (ii) scheduled to work more
     than five (5) months per year for the Company or its
     participating subsidiaries (as determined by reference to
     the Company's employment records).

2.04 Participation Agreement.  Participation in the Plan is
     voluntary with respect to each Offering.  To participate in
     an Offering, a person must be eligible and must complete a
     written enrollment form provided by the Company
     ("Participation Agreement") authorizing payroll deductions
     from his or her paycheck.  The Participation Agreement will
     remain in effect through each consecutive Offering
     unless the participant chooses to revise or revoke it, or
     becomes ineligible to participate in the Plan.

2.05 Termination of Participation.  A participant may withdraw at
     any time from any Offering by written notice to the
     Committee in such form as it may require.  Participation
     will also end upon termination of a participant's employment
     with the Company and/or a Participating Subsidiary, if
     applicable, or when a participant becomes ineligible to
     participate (including by reason of the Company or any
     Participating Subsidiary terminating its participation in
     the Plan).

2.06 Designation of Beneficiary.  A participant shall, by written
     notice to the Committee, designate a person or persons to
     receive the value of his or her Account (as defined in
     Paragraph 5.01) in the event of the participant's death.  A
     participant may, by written notice to the Committee during
     employment, alter or revoke such designation, subject always
     to any applicable law governing the designation of
     beneficiaries.  Such written notice shall be in such form
     and shall be executed in such manner as the Committee may
     determine.  If upon a participant's death the participant
     has not designated a beneficiary under the Plan or such
     beneficiary does not survive the participant, the value of a
     participant's Account shall be paid to his or her estate.

                  ARTICLE III.   CONTRIBUTIONS

3.01 Payroll Deductions.  A participant may accumulate after-tax
     compensation to purchase Shares in an Offering by
     authorizing payroll deductions pursuant to a Participation
     Agreement, subject to such minimum and maximum limits
     (expressed in dollars or as a percentage of base salary or
     base wages) as the Committee may impose.  Such savings shall
     be credited to a participant's Account with respect to the
     Offering to which they relate.  Payroll deductions for an
     Offering shall commence with the first paycheck a
     participant receives during such Offering and shall end with
     the last paycheck a participant receives during such
     Offering. Paychecks will be treated as having been received
     when they are sent out or otherwise distributed.

3.02 Alternative Contributions.  Where payroll deductions are not
     permitted by applicable law in a jurisdiction outside of the
     United States, the Committee may permit contributions by
     alternate means.

3.03 Change in Rate or Suspension of Contributions.  A
     participant may increase or decrease the rate of his or her
     payroll deductions one (1) time during an Offering by
     written notice to the Committee in such form and manner as
     it requires.  In addition, a participant may, at any time
     during an Offering, suspend his or her payroll deductions by
     written notice to the Committee in such form and manner as
     it requires.  Such change shall be effective as of the first
     pay period thereafter by which the Company is able to
     process the change.

3.04 Possession of Contributions.  All payroll deductions made
     pursuant to the Plan shall be held for a participant's
     benefit and on his or her behalf by the Company or any
     custodian selected by the Committee.  Such payroll
     deductions shall constitute a participant's personal
     property notwithstanding that they may be commingled with
     the general assets of the Company or such custodian.

            ARTICLE IV.   OPTIONS TO ACQUIRE SHARES

4.01 Maximum Number of Shares.  The number of shares of common
     stock of the Company ("Shares") available for issuance under
     the Plan shall be 1,000,000 with respect to the ten (10)
     years following the adoption of the Plan.  Any Shares that
     are not actually purchased under the Plan for any reason
     shall remain available for purchase hereunder.  In the event
     the number of shares of common stock to be purchased by
     participants during any Offering exceeds the number of
     Shares then available under the Plan, the Committee shall
     make a pro rata allocation of the Shares of common stock
     remaining available in such uniform manner as it shall
     determine to be equitable.  Any excess cash amounts
     remaining in a participant's Account as a consequence of the
     implementation of the provisions of this paragraph shall be
     returned to the participant, without interest, as soon as is
     administratively feasible.

4.02 Offerings.  The Company will offer Shares for purchase under
     the Plan ("Offering") for six-month periods beginning on
     July 1 and January 1 of each calendar year, commencing on
     July 1, 2003.  The Company may make additional Offerings for
     different periods, provided that no Offering shall extend
     for more than 27 months.

4.03 Options.  Each Offering shall constitute an option to
     purchase whole Shares at a price per Share equal to 85% of
     the lesser of (i) the fair market value of a Share on the
     first day of such Offering or (ii) the fair market value of
     a Share on the last day of such Offering.  The fair market
     value of a Share on any date shall be its closing price
     reported by The Nasdaq Stock Market on which Shares are
     traded for such date or for the next earliest date on which
     Shares were traded.

4.04 Individual Limit on Options.  In no event shall the fair
     market value of all shares purchased by an employee under
     the Plan or other plans qualifying under Section 423 of the
     Code exceed $25,000 (determined on the date of grant, which
     is the first day of an Offering) with respect to any
     calendar year.

4.05 Purchase of Shares.  Unless a participant withdraws or
     becomes ineligible prior to the end of an Offering, the
     accumulated payroll deductions, and/or such alternative
     contributions as permitted by the Committee, deposited to
     his or her Account shall be automatically applied on the
     last day of the Offering to purchase whole Shares to the
     extent feasible in accordance with the Offering.  Such
     purchase shall be treated as the exercise of an option
     represented by the Offering.   Any amount remaining in a
     participant's Account after such purchase shall be applied
     to the next Offering.  A participant is not entitled or
     permitted to make cash payments in lieu of payroll
     deductions to acquire Shares in an Offering.  In no event
     shall any Shares be purchased pursuant to an Offering more
     than 27 months after the commencement of the Offering.

4.06 Source of Shares.  Shares offered under the Plan may be
     authorized and issued Shares, authorized but unissued Shares
     or treasury Shares.  Shares may be purchased directly from
     the Company or by the Custodian (as defined in Paragraph
     5.02) pursuant to directions from the Committee.  If the
     Custodian acquires Shares pursuant to an open market
     transaction, such purchase shall be made at the market price
     prevailing on the applicable exchange.

4.07 Restriction on 5% Owners.  No employee shall be permitted to
     purchase Shares under the Plan if, immediately after such
     purchase, such employee would possess stock having five
     percent (5%) or more of the total combined voting power of
     all classes of stock of the Company or any of its parent or
     subsidiary corporations, determined by applying the stock
     ownership rules of Section 424(d) of the Code.

4.08 Prohibition Against Assignment.  A participant's right to
     purchase Shares under the Plan is exercisable only by the
     participant and may not be sold, pledged, assigned,
     surrendered or transferred in any manner other than by will
     or the laws of descent and distribution.  Any attempt to
     sell, pledge, assign, surrender or transfer such rights
     shall be void and shall automatically cause any purchase
     rights held by the participant to be terminated.  In such
     event, the Committee may refund in cash, without interest,
     all contributions credited to a participant's Account.

                     ARTICLE V.   ACCOUNTS

5.01 Establishment of Accounts.  The Committee shall cause to be
     maintained a separate account for each participant
     ("Account") to record the amount of payroll deductions with
     respect to each Offering, and the purchase price for and the
     number of Shares, credited to such participant.  No interest
     or other earnings shall be credited to any contributions to
     an Account under the Plan.

5.02 Custody of Shares.  The Committee shall select an
     administrator ("Custodian") which shall hold and act as
     custodian of Shares purchased pursuant to the Plan.  Absent
     written instructions to the contrary from a participant,
     certificates for Shares purchased will not be issued by the
     Custodian to a participant.

5.03 Voting of Shares.  A participant shall direct the Custodian
     as to how to vote the full Shares credited to his or her
     Account following the purchase of such Shares.

            ARTICLE VI.   DISBURSEMENTS FROM ACCOUNT

6.01 Withdrawal of Contributions.  Upon a participant's
     withdrawal from any Offering, all or any designated portion
     of the contributions credited to a participant's Account
     with respect to such Offering shall be disbursed, without
     interest, to the participant.

6.02 Withdrawal of Shares.  A participant may at any time
     withdraw all or any number of whole Shares credited to his
     or her Account under the Plan by directing the Custodian to
     cause his or her  Shares to be (i) issued as certificates in
     his or her name (subject to the charges described in Section
     7.03) or (ii) sold and the net proceeds (less applicable
     commissions and other charges) distributed in cash to the
     participant.  A participant may also direct the Custodian to
     cause Shares to be transferred to another brokerage account
     of the participant, provided the Shares are held by the
     participant for at least two (2) years following the first
     day of the Offering pursuant to which the Shares were
     acquired.

6.03 Distribution Upon Termination.  Upon termination of a
     person's participation in the Plan as a whole prior to the
     expiration of all Offerings thereunder, all contributions
     and Shares credited to a participant's Account shall be
     disbursed to, and as directed by, him or her in accordance
     with the Plan.  All contributions credited to a
     participant's Account that have not been applied to the
     purchase of Shares shall be returned to him or her without
     interest.  Shares credited to a participant's Account shall,
     in accordance with instructions to the Custodian from a
     participant and at his or her expense, be distributed in the
     same manner as permitted upon any withdrawal.

6.04 Failure to Provide Directions.  If within ninety (90) days
     after a participant has withdrawn from the Plan a
     participant has not notified the Custodian of his or her
     instructions as set forth herein, the Committee shall direct
     the Custodian to issue Shares in a participant's name and
     deliver the same to the participant at his or her last known
     address.

6.05 Sale of Shares.  If a participant elects to receive the
     proceeds from the sale of his or her Shares, the amount
     payable shall be determined by the Custodian on the date of
     sale, less any applicable commissions, fees and charges.
     The Custodian, acting on a participant's behalf, shall take
     such action as soon as practicable, but in no event later
     than five (5) business days after receipt of notification
     from the participant.  The Company assumes no responsibility
     in connection with such transactions, and all commissions,
     fees or other charges arising in connection therewith shall
     be borne directly by the participant.  The amount thus
     determined shall be paid in a lump sum to the participant.

6.06 Unpaid Leave of Absence.  Unless a participant has
     voluntarily withdrawn his or her contributions from the
     Plan, Shares will be purchased with contributions to his or
     her Account on the last day of the Offering next following
     commencement of an unpaid leave of absence by such
     participant provided such leave does not constitute a
     termination of employment.  The number of Shares to be
     purchased will be determined by applying to the purchase the
     amount of the participant's contributions made up to the
     commencement of such unpaid leave of absence.  Upon the
     termination of a participant's unpaid leave of absence and
     the participant's return to work at the Company, payroll
     deductions and alternative contributions shall resume at the
     rate in effect at the commencement of the unpaid leave of
     absence.

           ARTICLE VII.  ADMINISTRATION AND EXPENSES

7.01 Committee.  The Plan shall be administered by a Committee,
     which shall consist of such members as determined by the
     Company (the "Committee").  The Committee shall interpret
     and apply the provisions of the Plan in its good faith
     discretion, and the Committee's decision is final and
     binding.  The Committee may establish rules for the
     administration of the Plan.

7.02 Expenses for Purchase of Shares.  The Company shall pay
     brokerage commissions, fees and other charges, if any,
     incurred for purchases of Shares with payroll deductions
     made under the Plan.

7.03 Expenses to Sell or Transfer Shares.  All brokerage
     commissions, fees or other charges in connection with any
     sale or other transfer of Shares shall be paid by the
     participant.  In addition, any charges by the Custodian in
     connection with a participant's request to have certificates
     representing Shares registered in his or her name shall be
     paid by the participant.

7.04 Post-Termination Expenses.  Upon a participant's termination
     of employment or his or her withdrawal from the Plan for any
     other reason, all commissions, fees and other charges
     thereafter relating to the participant's Account will be the
     participant's responsibility.

7.05 Exchange Rate Risk.  Contributions of participants who are:
     (i) employed by a Participating Subsidiary of the Company
     located outside of the United States, (ii) paid in foreign
     currency and (iii) contributed in foreign currency to the
     Plan (whether through payroll deductions or alternative
     contributions), will be converted to U.S. dollars at an
     exchange rate determined in the manner prescribed by the
     Committee.  Each such participant shall bear the risk of
     currency exchange fluctuations between the date on which
     contributions are converted to U.S. dollars and the
     day Shares are purchased pursuant to Paragraph 4.05 of the
     Plan. In no event shall any exchange rate conversion cause
     the purchase price of any Share to fall below the price
     determined pursuant to Paragraph 4.03 of the Plan.

      ARTICLE VIII.   MERGERS AND OTHER SHARE ADJUSTMENTS

8.01 Mergers or Other Consolidations.  In the event that the
     Company is a party to a sale of substantially all of its
     assets, a merger or consolidation, outstanding options to
     purchase Shares under the Plan shall be subject to the
     agreement of sale, merger or consolidation.  Such agreement,
     without the consent of any participant, may provide for:
     (a)  the continuation of such outstanding options by the
          Company (if the Company is the surviving corporation);
     (b)  the assumption of the Plan and such outstanding options
          by the surviving corporation or its parent;
     (c)  the substitution by the surviving corporation or its
          parent of options with substantially the same terms for
          such outstanding options, including the substitution of
          shares of common stock of the surviving corporation
          with such appropriate adjustments so as not to enlarge
          or diminish the rights of participants;
     (d)  the cancellation of such outstanding options without
          payment of any consideration other than the return of
          contributions credited to participants' Accounts,
          without interest; or
     (e)  the shortening of any Offering then in progress by
          setting a new last day of the Offering (the "New
          Purchase Date").  The New Purchase Date shall be before
          the date of the proposed sale, merger or consolidation.
          Each participant will be notified in writing that the
          last day of the Offering has been changed to the New
          Purchase Date and that the applicable number of Shares
          will be purchased automatically on the New Purchase
          Date, unless prior to such date the participant has
          withdrawn from the Plan as provided in Paragraph 6.01.

8.02 Adjustments to Shares or Options.  In the event of a
     subdivision of the outstanding common stock, a declaration
     of a dividend payable in Shares, a declaration of an
     extraordinary dividend payable in a form other than Shares
     in an amount that has a material effect on the fair market
     value of the Shares, a combination or consolidation of the
     outstanding Shares into a lesser number of Shares, a
     recapitalization, a spin-off, a reclassification or a
     similar occurrence, the Board shall make appropriate
     adjustments so as not to enlarge or diminish the rights of
     participants, in one or more of (i) the number of Shares
     available for purchase under the Plan, (ii) the number of
     Shares subject to purchase under outstanding options, or
     (iii) the purchase price per Share under each outstanding
     option.

            ARTICLE IX.   AMENDMENT AND TERMINATION

9.01 Authority.  The Board may at any time terminate or amend the
     Plan in any respect, including, but not limited to,
     terminating the Plan prior to the end of an Offering Period
     or reducing the term of an Offering Period; provided,
     however, that the number of Shares subject to purchase under
     the Plan shall not be increased without approval of the
     Company's shareholders.

9.02 Termination of the Plan.  This Plan shall terminate at the
     earliest to occur of:
     (a)  the tenth anniversary following shareholder
          approval of the Plan;
     (b)  the date the Board acts to terminate the Plan in
          accordance with paragraph 9.01; and
     (c)  the date when the total number of Shares to be offered
          under this Plan, as set forth in Paragraph 4.01, have
          been purchased.

9.03 Distributions on Plan Termination.  Upon termination of the
     Plan at the end of an Offering, Shares shall be issued to
     participants, and cash, if any, remaining in the Accounts of
     the participants, shall be refunded to them.  Upon
     termination of the Plan prior to the end of an Offering, all
     amounts not previously applied to the purchase of Shares
     shall be distributed to the participants, as if the Plan had
     terminated at the end of an Offering.

9.04 Effect on Custodian.  No amendments to the Plan which
     affects the responsibilities or duties of the Custodian
     shall be effective without the agreement and approval of the
     Custodian.

                   ARTICLE X.   MISCELLANEOUS

10.01 Joint Ownership.  Shares may be registered in the name of
      the participant, or, if he or she so designates, in his or
      her name jointly with his or her spouse, with a right of
      survivorship.

10.02 No Employment Rights.  The Plan shall not be deemed to
      constitute a contract of employment between the Company and
      any participant, nor shall it interfere with the right of
      the Company to terminate a participant and treat a
      participant without regard to the effect which such
      treatment might have upon you under the Plan.

10.03 Tax Withholding.  The Company shall withhold from amounts
      to be paid to a participant as wages, any applicable
      Federal, state or local withholding or other taxes which it
      is from time to time required by law to withhold.

10.04 Compliance with Laws.  The Company may direct the Custodian
      to delay the issuance of any certificate in the name of any
      person or the delivery of Shares to any person if it
      determines that listing, registration or qualification of
      such Shares upon any national securities market or exchange
      or under any law, or the consent or approval of any
      governmental regulatory body, is necessary or desirable as
      a condition of, or in connection with, the sale or purchase
      of Shares under the Plan, until such listing, registration,
      qualification, consent or approval shall have been effected
      or obtained, or otherwise provided for, free of any
      conditions not acceptable to the Company.

10.05 Governing Law.  The Plan shall be governed by, and
      construed in accordance with, the laws of the State of
      Florida and without regard to the conflict of laws
      principles of such state.

      As adopted by the Board of Directors on March 22, 2002, and
approved by the shareholders on June 25, 2002.

      As amended by the Board of Directors on March 18, 2003.


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