SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ][X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X][ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.

ALFIN, INC.INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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2
ALFIN, INC.
720 FIFTH AVENUE, NEW YORK, NEW YORK 10019
---------------------------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 1997
------------------------JULY 16,1998

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting")
of Alfin, Inc., a New York corporation (the "Company"), will be held at the Omni Berkshire Place, 21 East 52nd Street,its
corporate headquarters, 720 Fifth Avenue, New York, New York 10022,10019 on May 20, 1997,July 16,
1998 at 3:004:30 p.m. (New York time), for the following purposes:

(1)(I) To elect a board of four (4)five (5) directors to serve until the next Annual
Meeting of Shareholders or until their respective successors are elected
and qualified;

(2)(II) To ratify the selection of Arthur Andersen LLPGoldstein Golub Kessler & Company, P.C. as
independent public accountants for the Company for fiscal year 1997;1998;

(III) To approve an amendment to the Certificate of Incorporation to
change the name of the Company from Alfin, Inc., to Adrien Arpel, Inc.;

(IV) To approve an amendment to the Certificate of Incorporation to
increase the number of authorized shares of the Company's Common Stock
from 17 million to 50 million shares; and

(3)(V) To transact such other business as may properly be brought before the
Meeting or any adjournment thereof.

The shareholders of record of the Company at the close of business on March
31, 1997May 15,
1998 are entitled to notice of and to vote at the Meeting or any adjournment
thereof.

Reference is made to "Proposal IV - Increase in Authorized Shares of Common
Stock from 17 Million to 50 Million; Affiliated Transactions Relating to the
Offering" for information relating to commissions, warrants and other payments
to be received by Barry W. Blank, the Company's President and Chief Executive
Officer, and the repayment of indebtedness to Mr. Blank and other affiliates of
the Company from the proceeds of the private equity offering currently being
effected by the Company.

We hope you plan to attend the Meeting in person, but in any event you are urged
to mark, date, sign and return your proxy in the enclosed self-addressed
envelope as soon as possible so that your shares may be voted in accordance with
your wishes. Any proxy given by a shareholder may be revoked by the shareholder
at any time prior to the voting of the proxy.

By Order of the Board of Directors

Michael D. Ficke
Secretary

New York, NY
April 29, 1997June , 1998

Page 1 of 18 Pages
3
ALFIN, INC.
720 FIFTH AVENUE, NEW YORK, NEW YORK 10019

------------------------

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
------------------------

The enclosed proxy is solicited by and on behalf of the Board of Directors
of Alfin, Inc., a New York corporation (the "Company"), for use at the Annual
Meeting of Shareholders of the Company to be held on May 20, 1997,June 26, 1998, at 3:004:30 p.m.
(New York time) at the Omni Berkshire Place, 21 East 52nd Street,Company's corporate headquarters, 720 Fifth Avenue, New
York, New York 10022,10019, and any adjournment thereof (the "Meeting"). The matters
to be considered and acted upon at the Meeting are described in the foregoing
Notice of Annual Meeting of Shareholders and this Proxy Statement. This Proxy
Statement and the related form of proxy are being mailed on or about April 29, 1997,June ,
1998, to all of the shareholders of record of the Company on March 31, 1997.May 15, 1998.
Shares of the Company's Common Stock,common stock, $.01 par value ("Common Stock"),
represented by proxies will be voted as hereinafter described or as otherwise
specified by the shareholder. Any proxy given by a shareholder may be revoked by
the shareholder at any time prior to the voting of the proxy by delivering a
written notice to the Secretary of the Company, by executing and delivering a
later dated proxy or by attending the Meeting and voting in person.

The persons named as proxies are Elisabeth Fayer,Barry W. Blank, the Chief Executive
Officer and President of the Company, and Michael D. Ficke, the Secretary of the
Company. The cost of preparing, assembling and mailing the proxy, this Proxy
Statement and the other material enclosed and all clerical and other expenses of
solicitation will be borne by the Company. In addition to the solicitation of
proxies by use of the mails, directors, officers and employees of the Company
may solicit proxies by telephone, telegram or personal interview. The Company
also will request brokerage houses and other custodians, nominees and
fiduciaries to forward soliciting material to the beneficial owners of Common
Stock held of record by such custodians and will reimburse such custodians for
all of their costs and expenses in forwarding soliciting materials.

VOTING RIGHTS

Only holders of shares of Common Stock of record at the close of business
on March 31, 1997May 15, 1998 will be entitled to vote at the Meeting. On March 31, 1997,May 15, 1998, the
Company had 11,787,98312,018,866 outstanding shares of Common Stock, each such share
entitling the holder thereof to one vote on each matter. Holders of shares of
Common Stock are not entitled to cumulative voting rights.

The presence at the Meeting in person or by proxy of the holders of a
majority of the outstanding shares of Common Stock entitled to vote at the
meeting shall constitute a quorum for the transaction of business. If a quorum
is present, the affirmative vote of the holders of a plurality of the shares
cast at the Meeting and entitled to vote will be required to act on the election
of directors, and the affirmative vote by the holders of a majority of the
shares cast at the Meeting and entitled to vote will be required to act on all
other matters to properly come before the Meeting. If a shareholder, present in
person or by proxy, abstains on any matter, the shareholder's shares will not be
treated as a vote against such matter. Broker non-votes are treated as shares as
to which voting power has been withheld by the beneficial owners of such shares
and, therefore, as shares not cast. A shareholder may, with respect to thatthe
election of Directors, (i) vote for the election of all nominees proposed by the
Board, (ii) withhold authority to vote for all such nominees, or (iii) withhold
authority to vote for any of such nominees by so indicating in the appropriate
space on the proxy.

SECURITY OWNERSHIP

The following table sets forth certain information as of March 31, 1997May 15, 1998 regarding
(i) the share ownership of the CompanyCommon Stock by each person who is known to the Company
to be the record or beneficial owner of more than five percent (5%) of the
Company's outstanding Common Stock, (ii) the share ownership of the CompanyCommon Stock of each
director of the Company and the share ownership of the Chief Executive Officer of the Company and
each of the other most highly paid executive officers of the Company who earned
in excess of $100,000 during the

Page 2 of 18 Pages
4
Company's last fiscal year (collectively the "Named Executives"), and (iii) the
share ownership of the CompanyCommon Stock of all directors of the Company and Named
Executives, as a group.

PERCENT
AMOUNT OF COMMON STOCK OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS(1)Shares of
Common Stock
Name and Address of Beneficially Approximate
Beneficial Owner Owned (1) Percent of Class (1)
- ------------------------------------------------------------ ---------------------- ------------------------ --------- --------------------

Elisabeth Fayer............................................. 7,288,935(2) 61.8Fayer (2) -0- -0-
32 Belvedere
Road
Westmont, Quebec Canada H3Y 1P4
Jacques Desjardins.......................................... 100,000 *
617 Avenue Powell
Mt. Royal, Quebec
Canada 113R 1L7
Steven Korda................................................ 66,667 *
One Westmont Square
Suite 1500
Montreal, Quebec
Canada 113Z 2P9
Suzanne Langlois............................................ 100,000 *
53 Breton
Laval Des Rapides,
Quebec
Canada H6N 3K8
Adrienne Newman(3).......................................... 625,000(4) 5.0
2 East EndH34 IP4

Barry W. Blank (1) (2) (3) (4) 8,213,935 68
c/o Alfin, Inc.
720 Fifth Avenue
New York, New York 10021
Jean Farat(5)............................................... -0-10019

Barry Feiner (1) (3) (4) 25,000 *
235 West 48th Street, Apt. 41H1345 Avenue of the Americas
Suite 2200
New York, New York 1003610105

Joseph Giamanco (1) (3) (4) 25,000 *
GHM, Inc.
74 Trinity Place
New York, New York 10006

Charles Hoover (3) -0- -0-
2398 East Camelback Road
Phoenix, Arizona 85016

John E. McConnaughy, Jr. (1) (3) (4) 125,000 1
JEMC Corp.
1011 High Ridge Road
Stamford, Connecticut 06905

Carol J. Lubin (1) (2) 900,000 8
4079 Governor Drive
#231
San Diego, California 92122

Janet M. Portelly (1) (2) (5) 225,000 2
c/o Barry Feiner
1345 Avenue of the Americas
Suite 2200
New York, New York 10105

Michael Ficke............................................... -0-D. Ficke (4) 25,000 *
75 Waters Edge
Road
Sparta, New Jersey 07871

AllMary Panvini (4) 25,000 *
Watergate East
2510 Virginia Avenue
Washington, D.C. 20037

Page 3 of 18 Pages
5

Shares of
Common Stock
Name and Address of Beneficially Approximate
Beneficial Owner Owned (1) Percent of Class (1)
- ----------------- --------- --------------------

Officer and Directors and Executive Officers
as a Groupgroup (7 8,180,602 65.9
Persons)..................................................persons) (2) (4) 9,563,935 80
* Less than 1%

(1) Ownership is of record and beneficial except as otherwise noted. This Stock
includes 2 million shares issuable after July 31, 1998 upon conversion of the
Notes as follows: 900,000 to Barry W. Blank; 900,000 to Carol J. Lubin; and
200,000 to Janet M. Portelly and 250,000 shares issuable after July 31, 1998 in
connection with the loan of $250,000 as follows: 100,000 to Barry W. Blank,
100,000 to John E. McConnaughy, Jr., 25,000 to Janet M. Portelly and 25,000 to a
non affiliated third party. These shares exclude any shares which may be issued
to Mr. Blank pursuant to warrants he will receive in connection with the
Company's private equity offering. See "Proposal IV - ---------------
* Less than 1%.

(1) For purposes of computing these percentages, shares not outstanding but
beneficially held through contract rights, stock options or warrants
exercisable within 60 days from the date hereof are deemed outstanding with
respect to such individual(s). Based upon 11,787,983 sharesIncrease Authorized Shares
of Common Stock outstanding on March 31, 1997.from 17 Million to 50 Million; Affiliated Transactions Relating
to the Offering."

(2) Includes 7,188,935These shares are being held by Barry Feiner, Esq., as escrow agent, upon
execution of Common Stock which are owned of recordappropriate stock powers by Mrs. Elisabeth Fayer, in accordance
with the option agreement between her and Mr. Blank and others, as hereinafter
described. They were transferred by Fine Fragrances Distribution, Inc. ("FFD"),
a wholly-owned subsidiary of 3143040 Canada, Inc. which is controlled by Ms.
Fayer. Ms. Fayer has caused FFD to grant an irrevocable proxy to Mr. Blank with
respect to these shares. She has also caused FFD to grant Options to purchase
these shares at $0.25 per share for a period of which Elisabeth Fayer is the sole owner. Elisabeth Fayer,
through 3143040 Canada, Inc.,12 months commencing August 1,
1998 as follows: 3,235,021 to Mr. Blank; 3,235,021 to Ms. Lubin; and 718,893 to
Ms. Portelly. Mr. Blank has sole investment and voting discretion with respect
to allthese shares and, accordingly, is deemed to be the beneficial owner of the sharesthem.

(3) Mr. Blank became a director on February 9, 1998. Subsequent to Mr. Blank's
appointment Messrs. Desjardins and Korda and Ms. Langlois resigned, and on March
13, 1998 Messrs. Feiner, Giamanco and McConnaughy, were installed in their
places. On May 5, 1998, Charles Hoover, Esq. was also appointed as a director..

(4) On March 27, 1998, 100,000 options were granted, which are exercisable at
$0.68 per share for a period of ten years. 25,000 vest immediately and 25,000
options vest each year thereafter for a period of three years. If the Company
ownedhas earnings per share of $0.30 during any annual period all non vested options
vest immediately.

(5) Mr. Feiner is Ms. Portelly's husband. He disclaims beneficial ownership in
the Notes, Option Shares acquired by FFD.

2Ms. Portelly.

Page 4 of 18 Pages
5

(3) Terminated her Employment Agreement, whereby she served as President and
Chief Executive Officer of the Company's wholly-owned subsidiary, Adrien
Arpel, Inc., on October 28, 1996.

(4) Represents 625,000 shares of Common Stock issuable upon exercise of
warrants. Such warrants are fully vested and have an exercise price of $1.25
per share. 500,000 of such warrants expire on November 19, 1998 and 125,000
of such warrants expire on July 31, 2001.

(5) Resigned, as of October 23, 1996, as Chairman of the Board and Chief
Executive Officer of the Company.6

PROPOSAL I --- ELECTION OF DIRECTORS

NOMINATIONS AND ELECTION OF DIRECTORS

The Board has nominated Jacques Desjardins, Elisabeth Fayer, Steven KordaBarry W. Blank, Barry Feiner, Joseph Giamanco,
Charles Hoover and Suzanne LangloisJohn E. McConnaughy, Jr. (all of whom are members of the
presentcurrent Board of Directors of the Company) to serve as directors of the Company
until the Company's 19981999 Annual Meeting of Shareholders or until their
respective successors have been elected and qualified.

Unless otherwise specified, shares represented by proxies will be voted in
favor of the election of all of the nominees, except that, in the event any
nominee should not continue to be available for election, such proxies will be
voted for the election of such persons as the Board of Directors may recommend.
Management does not presentlycurrently contemplate that any of the nominees will become
unavailable for any reason.

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE
ELECTION OF EACH OF THE NOMINEES.

INFORMATION COVERING NOMINEES

The following table sets forthfor the names of the nominees and certain
information with regard to each nominee.

NAME OF NOMINEE AGE DIRECTOR SINCE POSITION WITH COMPANY
------------------------------- --- -------------- --------------------------

Jacques Desjardins............. 63 Nov. 1992 Director
Elisabeth Fayer................ 50 Nov. 1992Barry W. Blank 57 February 1998 Chief Executive Officer,
President and Director
Steven Korda...................Barry Feiner 64 March 1998 Director
Joseph Giamanco 56 Nov. 1992March 1998 Director
Suzanne Langlois............... 43 Nov. 1992Charles Hoover 68 May 1998 Director
John E. McConnaughy, Jr. 68 March 1998 Director

JACQUES DESJARDINS,BARRY W. BLANK became Chief Executive Officer, President and Chairman of the
Board of Directors on February 9, 1998. Mr. Blank is and has been since April
1997 the Manager of the Phoenix, Arizona branch office of J. Robbins Securities,
LLC, a Canadian citizen, was electedNASD securities brokerage firm. For more than ten years prior thereto Mr.
Blank acted in a similar capacity with a number of other securities brokerage
firms including Coleman and Company Securities, Inc. from May 1995 to April
1997, RAS Securities, Inc. from April 1993 to May 1995, and Dickinson & Co. from
July 1991 to April 1993. Mr. Blank owns a seat on the New York and American
Stock Exchanges, and for approximately 30 years has served as an officer with
the Phoenix Police Department. Mr. Blank is also a director of Action
Industries, a publicly held company engaged through a partially owned subsidiary
in the Company in November 1992retail optical business and Integrated Technologies USA, Inc., who's
shares are listed on the American Stock Exchange.

BARRY FEINER is and has been for more than the past five (5) years been
engagedan attorney
practicing in private practice as a general legal advisor (a notary and title
attorney) in Montreal, Quebec, Canada.

ELISABETH FAYER, a Canadian citizen, was elected asNew York City under his own name. Mr. Feiner is also a director of
Fortune National Resources Corporation, an American Stock Exchange listed
company engaged in the Company in November 1992. Mrs. Fayer became the Presidentbusiness of the Company in
September 1996,exploiting oil and was named Chief Executive Officernatural gas resources.

Page 5 of the Company in October
1996 when the acting Chairman of the Board and Chief Executive Officer, Mr. Jean
Farat, resigned from the Company. For more than the past five (5) years, Mrs.
Fayer has owned and served as President and Chief Executive Officer of Gerbe, a
major French hosiery company,18 Pages
7
JOSEPH GIAMANCO is and has also partially owned and managed various
French fragrance and cosmetic companies including the world famous fashion house
Pierre Balmain.

3
6

STEVEN KORDA, a Canadian citizen, was elected as a director of the Company
in November 1992 and hasbeen for more than the past five (5) years been the principalPresident
of Korda & Associates,GHM, Inc., a law firm located in Montreal, Quebec, Canada,
engaged in the general and commercial practice of law.

SUZANNE LANGLOIS, a Canadian citizen, was electedcompany which acts as a director ofspecialist on the Company in November 1992American Stock
Exchange.

CHARLES HOOVER, is and has been legal counsel to Zanimob Distributions
Inc.for more than the past five years an attorney
practicing in Phoenix, Arizona, from August 1997 as a partner of Piccoli, Lester
& Hoover, LLP., and prior thereto under his own name.

JOHN E. MCCONNAUGHY, JR. is and has been for more than the past five years the
Chairman and Chief Executive Officer of JEMC Corporation, a privately owned Canadian holding corporation affiliated with Erich
Fayer, Elisabeth Fayer's late husband, from January 1981 to the present.private investment
company located in Stamford, Connecticut.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES

The business and affairs of the Company are managed by the Board of Directors,
which met or acted by unanimous written consent fivefour times during fiscal year
1996.1997. During fiscal year 1996,1997, all currentthen existing directors attended 75% or more
of the meetings of the Board of Directors and the committees on which they
served which were held during fiscal year 1996. The1997. During the fiscal year ended
July 31, 1997, the Board maintainsmaintained standing Executive, Stock Option and Audit
Committees, but does not have Nominating or Compensation Committees.

TheDuring the fiscal year ended July 31, 1997, the Executive Committee consistsconsisted of
Elisabeth Fayer and hashad the authority of the Board of Directors in the
management of the business and the affairs of the Company, except as prohibited
by law or the Company's By-Laws. The Executive Committee did not have any
meetings during fiscal year 1996.

The1997.

During the fiscal year ended July 31, 1997, the Stock Option committee consistsconsisted
of Jacques Desjardins and Steven Korda. It reviewsreviewed and makemade recommendations to
the Board of Directors on officer and senior employee compensation and stock
awards and generally overseesoversaw matters relating to compensation, including
nonmonetarymonetary benefits of employees of the Company. The Stock Option Committee did
not have any meetings during fiscal year 1996.

The1997.

During the fiscal year ended July 31, 1997 the Audit Committee consistsconsisted of
Jacques Desjardins and Steven Korda. The Audit Committee recommendsrecommended engagement
of the Company's independent accountants, reviewsreviewed the scope of the audit and
the activities and recommendations of the Company's independent accountants, and
considersconsidered comments made by the independent accountants with respect to
weaknesses in the internal controls and consideration given or corrective action
taken by management with respect thereto. The Audit Committee did not have any
meetings during fiscal year 1996.1997.

As previously noted, all of the individuals who were directors during fiscal
1997, Mr. Jacques Desjardins, Mrs. Elisabeth Fayer, Mr. Steven Korda and Ms.
Suzanne Langlois have resigned. The Company's current Audit Committee consists
of Messrs. McConnaughy and Hoover.

Page 6 of 18 Pages
8
EXECUTIVE OFFICERS

Set forth below is certain information, as of April 7, 1997,May 29, 1998, regarding the
executive officers of the Company:Company :

EXECUTIVE OFFICER
NAME AGE POSITION WITH EXECUTIVE OFFICER
COMPANY SINCE
----------------------- --- -------------------------------------- -----------------

Elisabeth Fayer........ 50Barry W. Blank 57 Chief Executive Officer and President September 1996
Jo Ann Segal........... 46 Senior Vice President, General Manager October 1996
Michele Mas............ 50 Vice President, Marketing November 1996February 1998
Michael D. Ficke 42 Vice President, Chief Financial Michael D. Ficke....... 41 Officer; November 1993
Secretary
Mary Panvini 51 Senior Vice President/General Manager of Sales June 1997

Information with respect to Elisabeth FayerMR. BLANK'S background is set forth under
"Information Covering Nominees."

JO ANN SEGALMARY PANVINI joined the Company as Senior Vice President/General Manager of
Retail Sales in October 1996 and has served in this capacity since that time. For more than the
past five (5) years, prior to assuming this position, Ms. Segal served as a
senior level sales executive for various cosmetic companies including Lancome, a

4
7

division of Cosmair, Revlon, Borghese, Inc. and ColorLabs Electronic Management,
Inc., a company started by Ms. Segal.

MICHELE MAS joined the Company as Vice President/Marketing in November 1996June 1997 and has served in this capacity since that time. Prior
to her joining the Company, from January 1996 to June 1997 Ms. MasPanvini acted as
an independent personal fitness trainer under her own name . Prior thereto, she
served as President of Selecta, USA, Inc., a distributor of children's
toiletries. Prior to serving in this position, Ms. Mas served as Vice
President/Marketing for the Company's fragrance division.Regional Sales Director with Christian Dior Perfumes.

MICHAEL D. FICKE joined the Company in July 1989. Mr. Ficke served Alfin,
Inc.the Company
as Corporate Controller until his promotion to Vice President and Chief
Financial Officer in November 1993. Mr. Ficke is a certified public accountant
and prior to joining the Company in 1989 he served as Assistant Controller of
Chanel Inc., a manufacturer and distributor of fragrance and cosmetic products.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLESummary Compensation Table

The following table sets forth the information for the fiscal years ended July
31, 1997, 1996, 1995, and 19941995 respecting all compensation awarded to, earned by or
paid to the Company's Chief Executive OfficersOfficer and allits other Named Executivesexecutive officers
who earned in excess of $100,000 for fiscal 1997 (the "Named Executive
Officers") and in all capacities in which each such officer served.

Two other officers of Adrien
Arpel Inc., who resigned from their positions with Adrien Arpel, Inc. in
November 1996, are not included as Named Executives because they did not perform
policy-making functions for the Company.

LONG TERM COMPENSATION
------------------------------
STOCK OPTION
ANNUAL COMPENSATION WARRANT/
--------------------- OTHER ANNUAL COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARYAnnual Compensation Long Term Compensation

Name and Principal Position Year Salary $ BONUSBonus $ COMPENSATION AWARDS
- ------------------------------------- ---- -------- ---------- ------------- ------------Other Annual Stock Option/
Compensation Warrant/
Compensation
Awards

Jean Farat(1)........................ 1996 $270,000Elisabeth Fayer (1) 1997 $ 574,167 $ -0- $ -0-(2) $ -0-
Chairman and Chief 1995 33,7501996 290,000 -0- -0-(2) -0-
Executive Officer 1995 114,500 -0- -0-(2) 100,000

Adrienne Newman(3)...................Newman (3) 1997 $ 86,539 $ 986,488(4) $ 22,500(5) -0-
President and Chief 1996 $250,000 $3,448,105(4) $65,000(5)250,000 3,448,105(4) $ 65,000(5) -0-
Vice President of the Company andExecutive Officer 1995 250,000 3,374,990(4) 65,000(5) -0-
President and Chief Executive Officer 1994 250,000 986,488(4) 65,000(5) 1,000,000
of Adrien Arpel, Inc.

Page 7 of 18 Pages
9

Annual Compensation Long Term Compensation

Name and Principal Position Year Salary $ Bonus $ Other Annual Stock Option/
Compensation Warrant/
Compensation
Awards

Michael D. Ficke..................... 1996Ficke 1997 $ 96,500123,533 $ 5,000-0- $ -0-(2) $ -0-
Vice President, 1995 93,0001996 96,500 -0- -0-(2) -0-
Chief Financial Officer, 1994 88,1671995 93,000 -0- -0-(2) -0-
Secretary

Elisabeth Fayer(6)................... 1996 $290,000Jo Ann Segal (6) 1997 $ 135,938 -0- $ -0- $ -0-(2) 25,000
Senior Vice President and Chief Executive Officer 1995 114,5001996 -0- -0- -0-(2) -0-
and General Manager 1995 -0- -0- -0-(2) -0-

- ---------------
(1) Became Chairman of the Board and Chief Executive OfficerNamed President of the Company in June 1995September 1996, became Chief Executive
Officer on October 23, 1996 and resigned from these positions as of October 23, 1996.on February 9, 1998.

(2) Excludes personal benefits which did not exceed the lesser of $50,000 or
10%, on an annual basis, of such officer's salary and bonus.

(3) Terminated her Employment Agreement, whereby she served as President and
Chief Executive Officer of the Company's wholly-owned subsidiary, Adrien
Arpel, Inc.,agreement terminated on October 28, 1996. Ms. Newman and the
Company recently settled their litigation. See "Executive Compensation-Employment
Agreements.Compensation;
Compensation Arrangement."

5
8

(4) Commissions paid based on 1/3 of the revenues, net of direct expenses,
derived from television shopping sales of cosmetics.

(5) Represents aan annual non-accountable annual expense allowance of $65,000.

(6) Named PresidentTerminated as of the Company in September 1996 and became Chief Executive
Officer of the Company in October 1996.

YEAR-END OPTION VALUES TABLEJune 6, 1997.

Year-End Option Values Table

The following table sets forth information at July 31, 1996,1997, respecting
exercisable and non-exercisable options held by the Named Executives. The table
also includes the value of "in-the-money" options which represents the spread
between the exercise price of the existing stock option and the year-end price
of the Common Stock.

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS
JULYValue of Unexercised
Number of Unexercised In-the-Money Options
Options held at Held at
July 31, 1996 HELD AT JULY1997 July 31, 1996(2)
------------------------- -------------------------
NOT NOT
EXERCISABLE EXERCISABLE EXERCISABLE EXERCISABLE
----------- ----------- ----------- -----------1997 (1)

Not Not
Name Exercisable Exercisable Exercisable Exercisable

Adrienne Newman(1)..................................Newman (2) 625,000 -0- $ 468,750-0- $ -0-
Elisabeth Fayer (3) 100,000 -0- $ -0- $ -0-

- ---------------
(1) 1,000,000 Warrants granted on November 19, 1993 at $1.25 per share.

(2) Based on a July 31, 19961997 closing price of $2.00.

EMPLOYMENT AGREEMENTS$0.625.

(2) 1,000,000 Warrants granted November 19, 1993 exercisable at $1.25 per
share. 375,000 of these Warrants have expired and the remaining 625,000
Warrants were relinquished on April 23, 1998, as part of a legal
settlement with Ms. Newman

(3) 100,000 options granted April 28, 1995 exercisable at $1.00 per share.
These options have been returned to the Company.

Page 8 of 18 Pages
10
Employment Agreements

Mr. Blank became the Company's President and Chief Executive Officer on February
9, 1998 and currently serves in those positions. His current annual salary is
$100,000. He has no employment contract with the Company and no arrangements
with respect to a change in the control of the Company.

Ms. Adrienne Newman was employed as the President and Chief Executive Officer of
the Company's wholly-owned subsidiary, Adrien Arpel, Inc., ("Arpel") pursuant to
an employment agreement with the Company, dated as of April 4, 1990, as amended
November 18, 1991 and November 19, 1993 (together, the "Employment Agreement").
The Employment Agreement terminatedwas to terminate on the earliest to occur of (i) April
4, 1998, (ii) the last day of any month in which Ms. Newman died, (iii) the last
day of the month in which the Company elected to terminate Ms. Newman's
employment due to her physical or mental disability, (iv) the termination by the
Company of Ms. Newman's employment for "good cause" as therein defined, andor (v)
the termination of the Company's television marketing efforts after April 4,
1994.1995. The Employment Agreement provided for salary, fringe benefits and
commission payments based upon 33% of the revenues,revenue, net of direct expenses,
attributable to television shopping sales. Ms. Newman, who served as the selling
host under the name Adrien Arpel, in the Company's sales program on the Home
Shopping Network, Inc. ("HSN"), also had vested rights in 625,000 warrants,
500,000 of which were scheduled to expire on November 19, 1998, and the remaining 125,000 of
which were scheduled to expire on July 31, 2001.

On October 28, 1996, the Company received notice from AdrienneMs. Newman purporting to
terminate theher Employment Agreement based on an alleged breach of
the Employment Agreementthereof by the
Company. The basis of the alleged breach was that the Company had constructively
terminated her since the nature of her duties had been changed. On November 8,
1996, the Company and AdrienneMs. Newman reached an agreement (the "Interim Agreement")
whereby Ms. Newman agreed to appear as the selling host for Adrien Arpel, Inc. on HSN shows
scheduled for November 14-18, 1996,and December 12-16, 1996 and January 23-27, 1997 (the "HSN"HSN" Selling
Period"). During the HSN Selling Period, Ms. Newman servedacted as an independent
contractor and not as an employee of the Company. The Company and Ms. Newman
also agreed to refrain from initiating legal action against the other in
connection with their dispute over Ms. Newman's termination of the Employment
Agreement until after the expiration of the HSN Selling Period.

6
9

On January 28, 1997, after the expiration of the HSN Selling Period, Ms. Newman
served the Company was served by Adrienne Newman with a summons and complaint returnable intin the Supreme
Court, New York County, whereby she asserted claims for damages against the
Company based upon alleged breaches by the Company of Ms. Newman'sthe Employment Agreement
and the Interim Agreement. Unspecified damages were claimed. A further claim
requested a judicial determination that the Employment Agreement was materially
breached by the Company resulting in its termination.

The Company served an Answer and Counterclaim on March 19, 1997 in response to
the action commenced by Ms. Newman. The Company's Counterclaim assertsasserted various
claims against Ms. Newman, seeking damages and injunctive relief. Among other
things, it iswas the position of the Company that Ms. Newman was in material
breach of her Employment Agreement when she terminated the Employment Agreement
on October 28, 1996. As a consequence, it iswas the Company's belief that Ms.
Newman's refusal to performprovide services to the Company throughout the term of theher
Employment Agreement which endswas to expire in April 1998, particularly her willful
refusal and failure to appear as the Company's selling host on HSN, will damagedamaged the
Company in the sum of at least eleven million dollars ($11,000,000). The Company
also asserted claims against Ms. Newman for breaches of her covenant not to
compete and her covenant not to disclose trade secrets and proprietary data, and for attempting to disparagedata.

During May 1997, Ms. Newman started appearing on HSN as a representative of her
own company selling cosmetic products under the Company.name "Signature Club A." Ms.
LangloisNewman has been providing consulting services tosubsequently appeared on a monthly basis. During these appearances
Ms. Newman was not acting on behalf of the Company since
December 1992. She initially received payments at a rateor its trademark protected
Adrien Arpel product line.

Page 9 of $9,600 per annum,
which amount was increased to $16,800 per annum effective November 1, 1994.
These consulting services consist of legal advice on contract matters as
requested by the Company from time to time, are not full time services and may
be terminated by the Company at will. There is no written consulting agreement
between18 Pages
11

On April 23, 1998, the Company and Ms. Langlois.Newman reached a settlement. Under the
settlement agreement Ms. Newman is paying the Company $1,000,000 as follows:
$150,000 upon execution of the settlement and $25,000 per month until the
Company obtains additional financing. Upon obtaining additional financing, of no
less than $2 million, Ms. Newman will pay an additional $150,000 to the Company
and $50,000 per month until the balance is paid in full. The $50,000 monthly
payments will bear interest at the prime rate. Ms. Newman also released her
claim on $250,000 she alleged was owed to her for commissions and relinquished
all rights to exercise the 625,000 Warrants which she had received while with
the Company. Additionally the Company released Ms. Adrienne Newman and her
companies, AAN Services, Inc. and Signature Club A. In turn Ms. Newman released
Alfin, Inc., Adrien Arpel, Inc., and all of its officers and directors.

Under the terms of the Employment Agreement, Ms. Newman served as Executive Vice
President of the Company and President and Chief Executive Officer of Arpel at
an annual base salary of $250,000. The Employment Agreement also provided for
non-accountable expense allowance of $65,000 per year, and prohibited Ms.
Newman, during its term, from engaging or being interested in any business which
operated leased beauty cosmetic departments of concessions in stores, or which
acted as a direct vendor of or advisor with respect to cosmetics or facial
services to any store which was a member of a retail group which the Company
engaged in business at the time Ms. Newman's employment terminated, or which was
competitive with the business activities of a business which was using the
"Adrien Arpel" name and trademark under license from Arpel at the time Ms.
Newman's employment with the Company terminated.

In September 1991, the Company entered into an incentive compensation plan
agreement with Ms. Newman pursuant to which she was entitled to be paid an
annual bonus based on 11% of the annual pre-tax profits (as defined in the
agreement) of Arpel, for each fiscal year during her employment from August 1,
1991 through July 31, 1994. No bonus compensation was earned since there were no
pre-tax profits as calculated. Ms. Newman was also entitled to receive 1/3 of
the revenues from television sales of cosmetics after deducting direct expenses.
For fiscal 1997, 1996 and 1995 she received $986,488, $3,448,105 and $3,374,990,
respectively, from such revenues.

Mrs. Fayer was retained to provide consulting services to the Company and Adrien Arpel Inc.
commencing November 1, 1994 at an annual rate of $84,000. This was increased to
$290,000 per annum effective May 1, 1995 and to $600,000 per annum effective
September 1, 1996. During September 1996, Mrs. Fayer was named President of the
Company and she hashad also been serving as the Chief Executive Officer of the
Company since October 1996 when the acting Chairman of the Board and Chief
Executive Officer, Mr. Jean Farat, resigned from the Company. On February 9,
1998, Mrs. Fayer resigned her positions with the Company. There iswas no written
employment agreement between the Company and Mrs. Fayer.

Ms. Jo Ann SegalMr. Ficke is employed bycurrently an executive officer of the Company earning $125,000 per
annum pursuant to an employment agreement dated October 23, 1996.March 27, 1998. This agreement
initially terminates on the earliest to
occur of (i) OctoberMarch 27, 1997 or (ii) the termination of Ms. Segal's employment1999, but will renew for "cause", as therein defined. After October 27, 1997, this agreement may be
terminated onone year periods
unless either party serves written notice 90 days prior written notice. Ms. Segal serves as Senior Vice
President/General Managerto the expiration of the
Company at an annual base salaryagreement of $225,000,
plustheir intent not to renew. Mr. Ficke also receives certain benefits
which do not exceed 10% of herhis annual compensation. She is
also provided with an apartment leased by the Company in New York City. Ms.
SegalMr. Ficke was also granted
stock100,000 options for 25,000 shares of the Company's Common
Stock, valuedexercisable at the closing price on$0.68 per share. The Options expire ten years
after the date of the grant with 25,000 options for
10,000 shares becoming fully exercisable after she is employed byvesting immediately and an
additional 25,000 options each year thereafter. If the Company forearns $0.30 per
share at the close of any fiscal year any non vested options vest immediately.
Mr. Ficke is also eligible to earn a periodbonus of one year and options for the remaining 15,000 shares becoming
fully exercisable after she is employed by$25,000 if the Company forrecords a
periodpre-tax profit during two consecutive quarters.

Ms. Panvini is currently Senior Vice President/General Manager of two
years.

Ms. Michele Mas is employed byretail sales
of the Company earning $115,000 per annum pursuant to an employment agreement
dated November 1, 1996.March 27, 1998. This agreement initially terminates on March 27, 1999, but
will renew for one year periods unless either party serves written notice 90
days prior to the earliest to
occur of (i) October 31, 1997 or (ii) the termination of Ms. Mas' employment for
"cause", as therein defined. Ms. Mas serves as Vice President, Marketingexpiration of the Company at an annual base salaryagreement of $144,000 plustheir intent not to renew. Ms.
Panvini also receives certain benefits which do not exceed 10% of her annual
compensation. Ms. MasPanvini was also granted stock100,000 options for 25,000 shares of the Company's Common Stock,

7
10

valuedexercisable at the closing price on$0.68
per share. The Options expire ten years after the date of the grant with 25,000
options for 10,000
shares becoming fully exercisable after she is employed byvesting immediately and an additional 25,000 options each year
thereafter. If the Company forearns $0.30 per share at the close of any fiscal year
any non vested options vest

Page 10 of 18 Pages
12
immediately. Ms. Panvini is also eligible to earn a periodbonus of one year and options for the remaining 15,000 shares becoming fully
exercisable after she is employed by$23,000 if the
Company earns a pre-tax profit at the end of its current fiscal year.

Compensation for a period of two years.

Mr. Ficke is currently an executive officer of the Company earning $104,000
per annum. There is no written employment agreement between the Company and Mr.
Ficke.

COMPENSATION FOR SERVICES AS DIRECTORServices as Director

Each Director who did not also serve as an officer, employee or consultant of
the Company during fiscal year 19961997 (Messrs. Desjardins and Korda for fiscal
year 1996)1997) received $650 for each Board of Directors or Committee meeting
attended by such Director or $200 for each meeting in which such Director
participated by telephonic conference. Directors who also served as officers or
employees of the Company receivereceived no additional compensation for attendance or
participation at Board of Directors or Committee meetings.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATIONMs. Langlois provided consulting services to the Company from December 1992
until February 1998. Ms. Langlois initially received payments at a rate of
$9,600 per annum, which was increased to $16,800 per annum effective November 1,
1994. These consulting services, which consisted of legal advice on contract
matters as requested by the Company from time to time, were not full time
services. Ms. Langlois resigned her position with the Company during February
1998. There was no written agreement between the Company and Ms. Langlois.

Report of the Board of Directors on Executive Compensation

The Board of Directors is responsible for matters pertaining to compensation of
officers, including the Named Executives and key employees, as well as stock
awards for all employees. The Board is advised on these matters by the Stock
Option Committee. The following report is presented by the entire Board of
Directors of the Company.

The Board of Directors executive compensation program is designed to attract,
reward and retain executives who are important to the Company's long term
viability and success and to provide compensation that is competitive with that
of companies of comparable size and stature in the cosmetics and fragrance
industries. These comparable companies are not included on the Standard & Poor's
Cosmetics/Personal Care Index, and generally have sales in the $20,000,000 to
$50,000,000 range, are engaged in the fragrance and/or cosmetics industries and
are primarily privately owned. The Board of Directors has access to compensation
professionals, such as executive recruiters, in determining executive
compensation.

With respect to all employees, other than Adrienne Newman, the basic component
of executive compensation in fiscal year 19961997 was salary. Prior to her departure
from the Company, Ms. Newman's yearly base compensation under her employment
agreement was $250,000, plus a non-accountable annual expense allowance of
$65,000. In addition, she was granted a 1/333% share of the revenues, net of direct
expenses, derived from television shopping sales of cosmetics. The large
compensation provided to Ms. Newman prior to her departure from the Company
directly reflected her unique and vital role in generating a substantial portion
of the Company's revenues.

THE BOARD OF DIRECTORSThe Board of Directors
Jacques Desjardins
Elisabeth Fayer
Steven Korda
Suzanne Langlois

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Elisabeth Fayer, who is currently serving asThe foregoing Board members represented the President and Chief
Executive OfficerBoard of Directors of the Company
during fiscal 1997.

Compensation Committee Interlocks and Jean Farat, who was the Company's Chairman
and Chief Executive OfficerInsider Participation

Elisabeth Fayer, prior to hisher departure on October 23, 1996,February 9, 1998, and who is no
longer associated with the Company, participated in determiningdetermined compensation for

8
11 officers and
employees of the Company in fiscal year 1996,1997, although

eachPage 11 of 18 Pages
13
she abstained infrom the consideration of their respectiveboard vote which determined her compensation as a consultant
and the Chief
Executive Officer of the Company, respectively.Company.

Page 12 of 18 Pages
14
PROPOSAL II --- RATIFICATION OF SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS

On April 30, 1998, Arthur Andersen LLP (the "Former Accountants") resigned as
the Company's certifying accountants. In connection with the audits of the
Company's financial statements for the fiscal years ended July 31, 1996 and 1997
and for the period from August 1, 1997 through April 30, 1998, there were no
disagreements with the Former Accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of the Former
Accountants, would have caused them to make reference to the subject matter of
the disagreement in their report. The Former Accountants' reports on the
Company's financial statements for the fiscal years ended July 31, 1996 and 1997
do not contain an adverse opinion or disclaimer of opinion and included an
explanatory paragraph concerning the Company's ability to continue as a going
concern.

The Board believes it is appropriate to submit for ratification by the
shareholders its selection of Arthur Andersen LLPGoldstein Golub Kessler & Company, P.C. as the
independent public accountants for the Company for fiscal year 1997. Arthur Andersen LLP has served
as independent accountants for1998. Goldstein
Golub Kessler & Company, P.C. were retained by the Company since fiscal year 1983.on May 6, 1998, after
the Former Accountants resigned. The Company's Audit Committee and Board of
Directors have approved the change in auditors.

Representatives of Arthur Andersen LLPGoldstein Golub Kessler & Company, P.C. are expected to be
present at the Meeting, will have the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions. Unless otherwise specified, shares represented by proxies will be
voted for the ratification of Arthur Andersen LLPGoldstein Golub Kessler & Company, P.C. as the
independent public accountants for the Company. If the shareholders do not so
approve, the selection of independent public accountants will be reconsidered by
the Board.

9Page 13 of 18 Pages
1215
PROPOSAL III - COMPANY NAME CHANGE FROM
ALFIN, INC., TO ADRIEN ARPEL, INC.

The Board believes it appropriate to submit for ratification by the shareholders
an amendment to the Company's Certificate of Incorporation to change the name of
the Company from Alfin, Inc., to Adrien Arpel Inc. Irwin Alfin, the Company's
founder originally formed the Company to distribute fragrance products. Mr.
Alfin is no longer associated with the Company and similarly, the Company ceased
its distribution of fragrance products during fiscal 1994. Since the acquisition
of Adrien Arpel, Inc., in April 1990 the Company's major focus has been the
distribution of cosmetics products under the trademark protected name, ADRIEN
ARPEL (TM). Unless other wise specified, shares represented by proxies will be
voted in favor of an amendment to the Company's Certificate of Incorporation to
change the name of the Company from Alfin, Inc., to Adrien Arpel, Inc.

Page 14 of 18 Pages
16
PROPOSAL IV - INCREASE AUTHORIZED SHARES OF COMMON
STOCK FROM 17 MILLION TO 50 MILLION

The Board believes it appropriate to submit for ratification by the shareholders
an amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock from 17,000,000 to
50,000,000. The Board believes that this is necessary in order to provide for
future equity financing. The Company is currently effecting a private placement
offering (the Offering"), which consists of the issuance of up to 60 units (the
"Units"). As of the date hereof 24 Units have been sold. Each Unit consists of
50,000 shares of the Company's Common Stock (collectively the "Unit Shares"),
50,000 Class A Warrants and 50,000 Class B Warrants, (collectively the
"Warrants"). If the Warrants are converted, the Company will need to issue
4,500,000 additional shares of Common Stock. Accordingly, the total amount of
Common Stock which may be required to effect this offering could be 7,500,000
shares.

Each Class A Warrant entitles the holder to purchase one share of Common Stock
at a price of $2.00 per share and one Class B Redeemable Common Stock Purchase
Warrant (collectively the "Class B Warrants" and collectively with the Class A
Warrants, the "Warrants"). Each two Class B Warrants will entitle the holder to
purchase one share of Common Stock at a price of $4.00 per share. The shares
underlying the Warrants are sometimes here and after referred to as the
"Underlying Shares." The Class A Warrants are exercisable at any time
commencing upon issuance until May 31, 2001. The Class B Warrants are
exercisable at any time commencing upon issuance until May 31, 2003. The
Warrants are redeemable by the Company at a redemption price of $0.05 per
Warrant at any time commencing after the shares underlying the Warrants are
registered as discussed below, on 30 days' prior written notice, provided that
the reported closing price of the Company's Common Stock equals or exceeds 150%
of the then Warrant exercise price, for a period of 20 consecutive trading days
ending five days prior to the notice of redemption. The exercise prices of the
Warrants are subject to adjustment upon the occurrence of certain
circumstances, including, among other, stock dividends, stock splits, mergers,
and the issuance of Common Stock at prices below the Warrant exercise prices.

The holders of a majority of the Units shall have the right, on one occasion
only commencing on the final closing of the Offering and terminating through one
year after the date on which all of the Warrants have expired and/or been
exercised, to demand that the Company register the Units, Unit Shares, Warrants,
and Underlying Shares with the Securities and Exchange Commission and use its
best efforts to have such registration statement declared effective. The
Company will also grant the Unit purchasers certain "piggy back" registration
rights with respect to these securities. Anything to the contrary not
withstanding, the Company shall not be required to register any securities
which, in the reasonable opinion of the Company's counsel, may be sold pursuant
to the exemption from registration provided by Section (k) of Rule 144.

Page 15 of 18 Pages
17

If all of the Units are sold, the estimated net proceeds to the Company, after
deducting the expenses of the Offering, will be approximately $2,570,000
($1,030,000 if only the minimum number of Units is sold). The following tables
set forth the use of proceeds to be received by the Company.

Minimum Maximum
Offering Offering
% of % of
Application Amount Proceeds Amount Proceeds

Repayment of short
term notes (1) $ 100,000 9.7 $ 250,000 9.7
Accounts Payable Trade 907,000 88.1 1,395,029 54.3
Inventory Purchases -0- 0.0 300,000 11.7
Administrative Expenses 23,000 2.2 23,000 0.9
Related Party Payment (2) -0- 0.0 31,000 1.2
Working capital -0- 0.0 570,971 22.2
Total $1,030,000 100.0 $2,570,000 100.0

(1) The proceeds of these notes, which bear interest at the annual rate of 12%,
are being used for working capital. $225,000 of this amount will be repaid to
affiliates of the Company. See "Affiliated Transactions Relating to the
Offering" below.

(2) The Company's former Chairman and CEO advanced these funds to the Company.

Proceeds not immediately required for the purposes described above will be
invested principally in United States government securities, insured short-term
certificates of deposit, insured money market funds or other insured short-term
interest-bearing investments.

Unless otherwise specified, shares represented by proxies will be voted in favor
of an amendment to the Company's Certificate of Incorporation to increase the
number of authorized shares from 17,000,000 to 50,000,000.

Affiliated Transactions Relating to the Offering

J. Robbins Securities, LLC ("Robbins") is the Placement Agent for the Offering.
Robbins will receive a fee equal to 10% and a non accountable expense allowance
equal to 3% of the aggregate purchase price of the Units sold. Robbins will also
be granted, for nominal consideration, warrants, exercisable over a five year
period commencing on the last closing date of the Offering, to purchase an
amount of Units equal to 10% of the number of Units sold in the Offering at an
exercise price equal to 120% of the Unit Offering price ($55,000 per Unit). Mr.
Blank, who is the Company's President and Chief Executive Officer and is
considered the beneficial owner of approximately 61% of the Company's currently
outstanding Common Stock, is a registered representative employed by the Robbins
as the manager of its Phoenix, Arizona branch office. He is participating in
marketing the Offering and it is currently estimated that he will sell most, if
not all, of the Units. He will receive approximately 55% of Robbin's fee
relating to sales of Units made by him and 25% of all of the warrants to be
granted to Robbins. In addition, approximately $50,000 is being paid by Robbins
to Mr. Blank from its share of the placement fees for currently outstanding
fees and expenses owed by Robbins to Mr. Blank. Neither the Company nor Robbins
has obtained any independent opinion relating to the fairness of the terms of
the Offering or the compensation to be paid to Robbins or Mr. Blank for the
services they are rendering in connection therewith.

Of the $250,000 in short term notes to be repaid out of the proceeds of the
offering, $225,000 will be paid to affiliates of the Company as follows:
$100,000 to Mr. Blank, $100,000 to Mr. McConnaughy, and $25,000 to Ms. Portelly,
the wife of Mr. Feiner.

Page 16 of 18 Pages
18
FIVE-YEAR SHAREHOLDER RETURN COMPENSATION

The graph set forth below compares the five-year cumulative total return of the
Company against the Standard & Poor's 500 Index the American Stock Exchange
Composite Index and the Standard & Poor's
Cosmetics/Personal Care Index for the same period.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG STANDARDComparison of Five-Year Cumulative Total Return
Among Standard & POOR'SPoor's 500 INDEX,
AMERICAN STOCK EXCHANGE COMPOSITE INDEX,
STANDARD & POOR'S COSMETICS/PERSONAL CARE INDEX AND ALFIN, INC. (1)(2)Index

STANDARD & AMERICAN STOCK STANDARD &
MEASUREMENT PERIOD POOR'S 500 EXCHANGE|COMPOSITE POOR'S|COSMETICS/PERSONAL
(FISCAL YEAR COVERED) INDEX INDEX CARE INDEX 'ALFIN, INC.'1992 1993 1994 1995 1996 1997
1991
Standard & Poor's 500 Index 100 109 114 144 168 255

S & P Cosmetics/ Personal Care Index 100 99 123 155 233 272

Alfin, Inc. 100 100 95 100 100
1992 113 106 132 100
1993 123 119 137 100
1994 129 119 169 95
1995 163 154 215 100
1996 190 168 290 160 50

- ---------------

(1) Total return assumes reinvestment of dividends. The Company did not
declare any dividends on its Common Stock during the period set forth
above.

(2) The Company has selected the Standard & Poor's 500 Index as its broad equity
market index for the purposes of measuring the Company's cumulative total
return, rather than the American Stock Exchange Composite Index, which was
the broad equity market index the Company previously used for its
immediately preceding fiscal year. The Company believes that due to its
decision in July 1995 to cease distribution of fragrance products and the
Company's increased emphasis on retail sales, the Standard & Poor's 500
Index is a more suitable broad equity market index than the American Stock
Exchange Composite Index for the purpose of measuring the Company's
cumulative total return on an ongoing basis.

10
13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's Adrien Arpel, Inc. subsidiary has periodically retained Display
Creations Inc.Ins., a promotional display creator, to supply Adrien Arpel, Inc. with
point of purchase displays. Mr. Ronald Newman, husband of Ms. Adrienne
Newman, the former Executive Vice President of the Company and the former
President and Chief Executive Officer of the Company's wholly-owned subsidiary,
Adrien Arpel, Inc., is the sole
owner of Display Creations, Inc. During the fiscal year ended July 31, 1997, the
Company purchased point of purchase displays from Display Creations, Inc., in
the amount of approximately $128,000.

For information related to Suzanne Langlois, see " Compensation for Services as
Director"

On February 16, 1998, an investment group headed by Barry W. Blank advanced the
Company $500,000 in the form of convertible subordinated notes (the "Notes").
The Notes bear interest at the rate of 12% per annum and are convertible
commencing August 1, 1998 into Common Stock at a price of $0.25 per share. On
the date the the Notes were issued the Common Stock was trading at $0.56 per
share. As a result, the Company is incurring a non-cash financing charge of
approximately $625,000. Interest is payable quarterly and principal is due
January 31, 2003. On March 27, 1998 the current Board of Directors approved an
additional advance of $250,000 to the Company and an aggregate issuance of
250,000 shares in connection with the loan. Issuance of these shares is to
occur after July 31, 1998. In connection therewith, the Company will incurr a
non-cash financing charge of $203,175. This loan was made by Mr. Blank, Mr.
McConnaughy, Ms. Portelly and an unaffiliated third party, as follows: $100,000
by Mr. Blank, $100,000 by Mr. McConnaughy, $25,000 by Ms. Portelly and $25,000
by an unaffiliated third party. This loan bears interest at 12% and will be
repaid from the proceeds of the Company's additional equity financing.

For information relating to commissions, warrants and other payments to be
received by Mr. Blank, and the repayment of indebtedness to him and other
affiliates of the Company from the proceeds of the private equity offering
currently being effected by the Company, see "Proposal IV - Increase in
Authorized Shares of Common Stock from 17 Million to 50 Million; Affiliated
Transactions Relating to the Offering."

INDEPENDENT ACCOUNTANTS

The Company has engagedDuring May 1998, Arthur Andersen LLP resigned as independent public accountants
for the Company for fiscal year 1997. Arthur Andersen LLP has served
as the independent accountants forand the Company since fiscal year 1983.retained Goldstein Golub Kessler & Company, P.C.
in their place. Representatives of Arthur Andersen LLPGoldstein Golub Kessler & Company, P.C. are
expected to be present at the Meeting, will have the

Page 17 of 18 Pages
19
opportunity to make a statement if they desire to do so and are expected to be
available to respond to appropriate questions.

OTHER BUSINESS

Management of the Company knows of no other business which will be presented for
consideration at the Meeting, but should any other matters be brought before the
Meeting, it is intended that the persons named in the accompanying proxy will
vote such proxy in their discretion.

ANNUAL REPORT

The Annual Report of the Company for the fiscal year ended July 31, 1996,
including financial statements, is1997, and
the Company's Quarterly Report for the three and nine months ended April 30,
1998, are being furnished herewith to shareholders of record of the Company on
March 31, 1997.May 15, 1998. The Annual Report doesand Quarterly Report do not constitute a part of
the proxy soliciting material.

SHAREHOLDER PROPOSALS FOR 19981999 ANNUAL MEETING

Any shareholder desiring to present proposals to shareholders at the 19981999 Annual
Meeting of the Company must transmit such proposal to the Company so that it is
received by the Company on or before December 30, 1997.18, 1998. All such proposals
should be in compliance with applicable SEC regulations.

By Order of the Board of Directors

Michael D. Ficke
Secretary

11Page 18 of 18 Pages
14
ALFIN, INC.20
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]

October 25, 1996

Alfin, Inc.
Adrien Arpel, Inc.
720 FIFTH AVENUE, NEW YORK, NEW YORKFifth Avenue
New York, N.Y. 10019

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS - MAY 20, 1997

The undersigned hereby appoints ELISABETH FAYER and MICHAEL FICKE, as
Proxies, each withAttn: President

Dear Madam:.

Pursuant to the power to appoint his or her substitute, and hereby
authorizes them to represent and to vote, as designated below, allterms of the sharesEmployment Agreement (Agreement") dated as of
Common Stock, $.01 par value,April 4, 1990 by and between Alfin, Inc. ("Company") and Adrienne Newman
("Newman@), as amended, on behalf of ALFIN, INC. heldour client Adrienne Newman Arpel notice is
hereby given that the Company is in material breach of recordits obligations under the
Agreement and accordingly, the Agreement is hereby terminated. Without
limiting the generality of the foregoing, the Company, without either the
knowledge or consent of Newman, has taken actions which are materially and
adversely inconsistent with her role as President and Chief Executive Officer of
Adrien Arpel, Inc. ("Arpel"). These actions include among other things,
conducting negotiations with at least two of the principal customers of Arpel,
changing the duties and responsibilities of numerous employees of Arpel, hiring
senior officers of Arpel, restructuring the organization of Arpel and, most
recently, sending a notice of this restructuring to all employees of Alftin or
Arpel.

Furthermore, these actions and other actions currently being taken by the
undersigned on March 31, 1997 atChairman of the Annual MeetingBoard of Shareholders (the
"Meeting")the Company are causing harm to the business of ALFIN, INC., on May 20, 1997 at 3:00 p.m., or at any adjournments
thereof.

(1) Election of Directors

[ ] FOR all nominees listed below (except as indi- [ ] WITHHOLD AUTHORITY to vote for all
cated otherwise below) nominees listed below

INSTRUCTION: To withhold authority to voteArpel
for an individual nominee, write such
nominees's name in the space below.

NOMINEES: Jacques Desjardins, Elisabeth Fayer, Steven Kordawhich Newman cannot and Suzanne
Langlois.

(2) To ratify the selection of Arthur Andersen LLP as independent public FOR AGAINST ABSTAIN
accountants for the Company for fiscal year 1997. [ ] [ ] [ ]

(3) In their discretion, the Proxies are authorized to vote upon such other FOR AGAINST ABSTAIN
business as may properly come before the meeting or any adjournments [ ] [ ] [ ]
thereof.

(Towill not be signed below)

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ABOVE.

Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please indicate the capacity in which signing. When a
ballot is given by a corporation, please give your full corporation name and
have the ballot signed by the president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

Date:_______________________________________________________, 1997

Stockholder:______________________________________________________

__________________________________________________________________
Signature

__________________________________________________________________
Signature if held jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.responsible.

Very truly yours,

Mark N. Kaplan

cc: Walter Epstein, Esq.
Adrienne Arpel