EXHIBIT 10.116.1




                           LOGISTICS SERVICE CONTRACT





BETWEEN

The INTER PARFUMS Company, a Corporation with capital of (euro)12,816,594,  with
headquarters at 4, Rond point des Champs Elysees, 75008 PARIS,  registered under
the Commerce and Companies Registry of Paris under the number 350 219 382,

Represented by Mr. Philippe BENACIN, the President and General Director

Designated hereinafter INTER PARFUMS,


                                                   PARTY OF THE FIRST PART,




AND




The  SAGATRANS  Company,  a  simplified  joint  stock  company  with  capital of
(euro)23,880,825, with headquarters at 31/32 quai de Dion Bouton, 92800 PUTEAUX,
registered  under the  Commerce  and  Companies  Registry of NANTERRE  under the
number 712 025 691,

Represented by Mr. Philippe CHAMINADE, President

Designated hereinafter SAGATRANS,


                                                    PARTY OF THE SECOND PART,

<PAGE>


EXHIBIT 10.116.1

                                     SUMMARY


ARTICLE 1 - PURPOSE

ARTICLE 2 - EXCLUSIVITY

ARTICLE 3 - SETUP AND EQUIPMENT

ARTICLE 4 - MERCHANDISE AND PACKAGING

ARTICLE 5 - PROVISIONING AND RECEIPT OF MERCHANDISE

ARTICLE 6 - LOGISTICS SERVICES

ARTICLE 7 - COMPLEMENTARY SERVICES

ARTICLE 8 - RIGHT TO ACCESS

ARTICLE 9 - INVENTORY

ARTICLE 10 - ORDERS

ARTICLE 11 - MERCHANDISE OUTPUT

ARTICLE 12 - REMUNERATION

ARTICLE 13 - EXTRAORDINARY REVIEWS

ARTICLE 14 - RESPONSIBILITIES

ARTICLE 15 - INSURANCE

ARTICLE 16 - ACTS OF GOD

ARTICLE 17 - MANAGING AND ADAPTING THE CONTRACT

ARTICLE 18 - TERM

ARTICLE 19 - AUTONOMY OF THE PARTIES

ARTICLE 20 - CONFIDENTIALITY

ARTICLE 21 - BREACH OF CONTRACT

ARTICLE 22 - TRANSFER

ARTICLE 23 - LIMITS

ARTICLE 24 - HEADINGS

ARTICLE 25 - PARTIAL INVALIDITY

ARTICLE 26 - ELECTION OF DOMICILE

ARTICLE 27 - REGISTRATION

ARTICLE 28 - JURISDICTION

                                                                               2
<PAGE>


EXHIBIT 10.116.1


WHICH HAVE AGREED TO THE FOLLOWING BEFOREHAND:

On May 29, 1995, the company SAGATRANS,  a company  specialized in logistics and
the  organization of  transportation,  and the company INTER PARFUMS,  a company
specialized in the creation,  manufacture and marketing of perfumes and cosmetic
Products, have signed a Memorandum of Understanding,  with retroactive effect to
January  1,  1995,  under the terms of which  INTER  PARFUMS  has  entrusted  to
SAGATRANS,  from its site at Rouen,  Leon Maletra street,  the management of its
cosmetic  Products  and perfume  stock  intended for export.  This  contract was
amended on December 18 and 20, 1995, and on June 24, 1997.

In order to meet the needs of the company INTER PARFUMS created by the growth of
its activities,  and with its decision to entrust  SAGATRANS with the storage of
its  Products  bound  for  the  French  market  as well as  those  intended  for
exportation,  the  parties  have  agreed to  transfer  storage  of the  Products
marketed  by  INTER  PARFUMS  to a new  platform  dedicated  to  INTER  PARFUMS'
activity.

Therefore, on May 5, 1998, INTER PARFUMS and SAGATRANS signed a contract for the
provision  of  services  related  to  the  organization  and  the  execution  of
operations dealing with reception,  storage,  preparation of orders for cosmetic
and perfume  Products  marketed by INTER PARFUMS,  within a warehouse with 8,000
m(2) of area,  (Building  A) leased by  SAGATRANS on the site of Rouen Vallee de
Seine Logistique and dedicated solely to INTER PARFUMS'  activities.  Startup of
the operation began on August 1, 1999.

To meet the needs of INTER PARFUMS,  SAGATRANS has secured a lease on a building
to be used as a warehouse  located near S.C.I.  SOGARIS-PORT  OF ROUEN VALLEY OF
THE SEINE  beginning  November 21, 2001 with a surface area of around 3,000 m(2)
and built as an extension of Building A and to begin operations in July of 2002,
and to pursue,  together with the Port  Authority of Rouen and SOGARIS,  a study
for a project  for  implementation  of a new  warehouse  with a surface  area of
around 6,000 m(2) on the same site.

In the current of the year 2003 and 2004,  the parties met  regularly to examine
the ways and means necessary to meet the needs caused by the growth announced by
INTER PARFUMS.  After concluding the various studies, the parties have agreed to
provide  a new  extension  of the  storage  capacities  on the site of the ROUEN
VALLEY OF THE SEINE. And to sign this contract which, from the date it goes into
effect,  will involve the cancellation of the contract dated May 5, 1998 and its
amendments.

WHICH HEREBY AGREE TO THE FOLLOWING:

ARTICLE 1 - PURPOSE

INTER  PARFUMS  entrusts  to  SAGATRANS,  which  accepts,  under  the  terms and
conditions made know  hereafter,  the  organization  and execution of operations
related to the  reception,  storage,  and  preparation  of orders  for  Products
hereafter   defined  in  article  4,  intended  for  the  national   market  and
exportation.

SAGATRANS  commits to set up and adapt the structure,  equipment,  personnel and
materials  necessary for carrying out the service  entrusted and required by the
company INTER PERFUM under the conditions of these presents.

                                                                               3
<PAGE>


EXHIBIT 10.116.1


ARTICLE 2 - EXCLUSIVITY

INTER PARFUMS  entrusts to SAGATRANS  exclusivity in the storage  operations for
the end Products hereafter defined  ("Products") and of the logistics  described
in the present  contract to the exclusion of all other  complementary  services.
The Parties agree that this  exclusivity  is authorized  and accepted as long as
SAGATRANS,  during the term of this contract,  is able to offer to INTER PARFUMS
the  structure,  equipment,  personnel  and  materials  necessary  to meet INTER
PARFUMS' storage demand capacity, in accordance with current law in force.

The parties expressly agree that notwithstanding this exclusivity, INTER PARFUMS
reserves  the right,  should  circumstances  require  it, and  especially  in an
emergency,  in the case of factories  located  abroad that  produce  promotional
articles,  to handle  forwarding  its  Products  using  its own  means  from the
factories and consequently to exclude the sales turnover related with this order
from the calculation of SAGATRANS' remuneration, as defined in article 12.


ARTICLE 3 - SETUP AND EQUIPMENT

3.1. STORAGE AREAS

SAGATRANS  has in place and on the site of ROUEN  VALLEE DE SEINE  LOGISTIQUE  a
property  with the structure  sufficient to carry out the service  entrusted and
required by INTER PARFUMS and that shall permit:

   -  Storage  of the  Products  entrusted  to them by INTER  PARFUMS at ambient
      temperature (above freezing) in Warehouse A,

   -  Preparation of the orders (picking) for France and those for exportation

   -  The ability to ensure  administrative  management of the operations in the
      offices contiguous to warehouse A

In order  to  respond  to the  request  of INTER  PARFUMS  to  increase  storage
capacities,  SAGATRANS hereby commits to lease, near the SCI constituted between
the Port  Authority of Rouen and SOGARIS or any other entity which it may act as
a  substitute,  the new storage  areas located on the public land on the site of
Rouen Vallee de Seine Logistique.

At the  current  state  of  the  construction  project  presented  by  the  Port
Authority,  the additional  storage areas could be put into operation by October
1, 2005. It is agreed that  SAGATRANS,  which INTER PARFUMS  expressly  accepts,
shall not be held  responsible for any delays in the  construction to be carried
out by the Port  Authority  of Rouen  and/or the above  mentioned  SCI; and that
consequently the realization of this work upon which the effective  introduction
of the extension  depends,  may carry no  consequence  regarding  responsibility
within the existing  framework of the  contractual  relationship  between  INTER
PARFUMS  and  SAGATRANS.  Nevertheless,  SAGATRANS  will make its best effort to
implement  all  necessary  resources at the  disposition  of the SCI in order to
ensure, as far as possible, the preparations for operation of the aforementioned
supplementary storage areas within the expected time.

                                                                               4
<PAGE>


EXHIBIT 10.116.1


SAGATRANS  agrees to immediately  inform INTER PARFUMS of any incident likely to
call into question or delay the construction of the building,  in order to allow
the parties to consider new  solutions.

Once the  additional  storage  areas are  operational,  which is planned to take
place on  October  1,  2005,  SAGATRANS  will be able to offer  INTER  PARFUMS a
storage capacity of 14,000 pallets (100 x 120 base) on the site of PORT DE ROUEN
VALLEE DE SEINE LOGISTIQUE  distributed between building A and building B, built
and designed in conformity  with the current law in force  regarding these types
of facilities and environmental protection.  Building B shall be equipped with a
sprinkling  system  adapted  to the  nature of the  Products  and their  storage
method.  SAGATRANS  is  committed  to  increasing,  throughout  the term of this
contract,  its  storage  capacity  to 20,000  pallets  (100 x 120 base) as INTER
PARFUMS'  needs  evolve  linked  to the  development  of its  activities  and as
outlined in Annex 1 of these presents.


3.2. EQUIPMENT

SAGATRANS shall make available all equipment necessary to carry out the services
defined in the present contract and in particular:

   -  a set of pallet racks which are able to accommodate  pallets measuring 100
      x 120,

   -  specific equipment (dynamic) to prepare orders for France including a heat
      shrink tunnel,

   -  a stretch film wrapper for pallets,

   -  a set of forklifts adapted to the storage arrangement.

It is agreed that SAGATRANS  shall increase or supplement its equipment in order
to ensure  optimal  management of the Product  storage  entrusted to it by INTER
PARFUMS under this contract.


3.3. COMPUTER INSTALLATION

SAGATRANS has obtained a computer program specific to stock management, which it
reserves the right to modify subject to prior agreement with INTER PARFUMS,  and
for which new  functionalities,  in particular  as regards  radio  frequency and
identification of parcels,  will be in operation by January 31, 2005.  SAGATRANS
will implement all of these, in order to keep any disruption  resulting from the
modifications at a minimum, and should not involve any important function in the
data processing.

A computer  link shall be  established  between  SAGATRANS  and INTER PARFUMS in
order to allow the latter to directly transmit its orders to SAGATRANS,  to know
the whereabouts of the stock, track order preparation, and packing lists.

SAGATRANS  commits to perform updates of the new versions of the computer except
for specific functions,  which shall be subject to specific terms and conditions
and to a special agreement between the parties.

                                                                               5
<PAGE>


EXHIBIT 10.116.1


In the event of dysfunction of any nature  involving this computer  application,
SAGATRANS  shall  commit  to  carry  out or shall  have any and all  maintenance
carried out that might be  necessary to make the system  operational  as soon as
possible,  especially,  to benefit  INTER  PARFUMS with  maintenance  deadlines,
SAGATRANS  should provide support with computer  maintenance  providers that are
nearby. All requests must be attended to within a maximum of 24 business hours.

At the end of the contract,  the computer application provided by SAGATRANS will
remain  the  property  of  SAGATRANS.  Consequently,  INTER  PARFUMS  commits to
restoring said application to SAGATRANS, as well as the modem, interface and all
other materials belonging to SAGATRANS,  upon the first request from the latter.
At the end of the  contract,  SAGATRANS  will put  automatically  terminate  the
computer link.


3.4. SUITABILITY OF THE RESOURCES IMPLEMENTED

INTER  PARFUMS  confirms  that  in  the  current  state  of  development  of its
activities  and  the  nature  of the  entrusted  Products,  the  storage  areas,
facilities and equipment described above are necessary and sufficient to fulfill
the services which it hereby entrusts to SAGATRANS and is  particularly  adapted
to the conservation, maintenance, and processing of the flow of merchandise.

Respect  for the date  established  by the parties and that were used as a basis
for  dimensioning  the  resources  implemented  was an  essential  point of this
contract.


ARTICLE 4 - MERCHANDISE AND PACKAGING

4.1. INTER PARFUMS entrusts SAGATRANS with the following  finished  Products:

o  perfumes,

o  cosmetics and body care products,

o  soaps, shampoos and other body cleansing products,

o  spray conditioning products,

o  in addition to the whole range and line of cosmetic or perfumery  products as
   well as all  accessories  marketed by INTER  PARFUMS,  with the  exception of
   packaging  items  such as  pumps,  stickers,  bottles,  caps,  cases,  boxes,
   concentrates, extracts, labels.

The  parties  agree that the brands  assigned  to the  entire  line of  Products
entrusted to SAGATRANS are all the brands  marketed by INTER PARFUMS at the date
of  signature of this  contract,  with the express  exception of LANVIN  product
sales  intended for export which shall be entrusted to SAGATRANS once building B
is in operation.

                                                                               6
<PAGE>


EXHIBIT 10.116.1


     The parties  expressly  exclude from this contract all products the storage
     of which (due to their nature and  quantity) is not validly  authorized  by
     the  Magisterial  Decrees  handed  down in  reference  to  categories  1510
     (covered  warehouse),  1430  (flammable  liquids)  in  accordance  with the
     regulation of facilities classified for the environmental  protection which
     include  the  warehouses  located  on the site of the  ROUEN  VALLEY OF THE
     SEINE.

It is expressly  specified  that, in  accordance  with the  Magisterial  Decrees
handed  down an  material  to the  framework  of the  regulation  of  facilities
classified  for  environmental  protection,  the volume of alcohol  contained in
stored  flammable  liquids must not exceed 400 m3 in Warehouse A and 100 m(3) in
Warehouse B. In the event the volume  authorized  is exceeded,  the parties will
act in  concert  to find  methods of  storage  for the  surplus of the  Products
concerned.

4.2. The Products are packaged on pallets covered with plastic film,  indicating
the number of boxes  contained in each pallet,  and the boxes shall indicate the
number of Products which they contain.

4.3.  INTER  PARFUMS shall be  responsible  for  providing  all  information  to
SAGATRANS on the characteristics of the Products and especially  regarding their
classifications,   the  volume  of  alcohol  contained,   any  inherent  storage
restrictions in certain Products and incurred risks.

SAGATRANS shall not be held  responsible  for the  consequences of incomplete or
erroneous  information,  especially in regards to the nature and the composition
of the Products.

SAGATRANS  shall have the power to undertake a transfer of the goods (subject of
an erroneous or incomplete statement) to a suitable location,  that is to say to
undertake reshipment,  in the event said risk is likely to compromise the safety
of its activities, its personnel or third parties.

SAGATRANS  shall have the right to refuse the entry of the goods  which,  due to
their state or their nature,  would be in manifest  infringement of current laws
and regulations in force.


ARTICLE 5 - PROVISIONING AND RECEIPT OF MERCHANDISE

5.1. The company INTER PARFUMS shall only handle the management of the warehouse
supply goods.
It shall remain the  responsibility  of the company  INTER  PARFUMS to make sure
that  stock thus  generated  always be  sufficient,  in  quantity  as well as in
assortment,  to make it possible  for  SAGATRANS  to prepare  the INTER  PARFUMS
orders that go through to them.

INTER PARFUMS  shall  communicate a supply plan for the W+1 week to SAGATRANS so
that they can ensure that the goods are received under optimal conditions.

As such,  SAGATRANS shall not be held  responsible for the breakage of the stock
which is entrusted to them in this way.

                                                                               7
<PAGE>


EXHIBIT 10.116.1


5.2. SAGATRANS shall be in charge of receiving and unloading the goods delivered
to them from  Monday to Friday,  from 7:30 a.m.  to 11:30 a.m.  and 1:30 p.m. to
5:15 p.m.

5.3.  SAGATRANS  shall check the apparent  state of the pallets and the boxes as
well as the  quantity  delivered,  shall  reserve  all rights with regard to the
shippers in the event of damages, of certifiable  breakage or missing items, the
claim letter shall be written  within the usual  timeframe and all the necessary
documents  shall be  transmitted  to INTER  PARFUMS  in order for them to file a
request for compensation from the shippers.

SAGATRANS shall immediately notify the company INTER PARFUMS of these incidents.

SAGATRANS will also carry out a  quantitative  and  qualitative  checking of the
contents by opening of a delivered box and will inform INTER PARFUMS immediately
of the inconsistencies recorded by comparing it against the delivery order.

In the event of significant  damage,  SAGATRANS  shall have the right to require
that INTER  PARFUMS  enlist the  services of an expert in order to retain  their
rights with regard to its  suppliers  and/or  transporters,  given that that the
transfer of responsibility is carried out during unloading.

5.4. It is expressly  agreed that SAGATRANS  shall not be held  responsible  for
errors  and/or  breakages,  no matter what the reason may be, that have occurred
because of the shipper responsible for transporting these goods.

5.5. The Products shall be received on non-returnable pallets and packing.


ARTICLE 6 - LOGISTICS SERVICES

6.1.  SAGATRANS will perform the following  logistic services for the account of
INTER  PARFUMS:

   -  Unloading of the goods;

   -  Reception of the goods under the  conditions  outlined in articles 5.3 and
      5.4

   -  Storage  and  conservation  of the  goods at  ambient  temperature  (above
      freezing);

   -  Management of stock (control, inventory, first in

   -  first  out,  according  to the  manner  of  management  retained  by INTER
      PARFUMS); - Preparation of orders in accordance with the instructions from
      INTER PARFUMS and breakdown of the pallets used;

   -  Computer  management  of stock that  allows the INTER  PARFUMS  company to
      track their own inventory.

6.2. All goods entrusted by the INTER PARFUMS company remain the property of the
latter.  Nevertheless,  SAGATRANS agrees to give the Products the same care that
it would give to objects belonging to them personally.

SAGATRANS is independent in its  management.  It accepts the  responsibility  of
managing the stock of the INTER  PARFUMS  company by devoting to it all the care
necessary,  it is  understood  that  the  two  parties  agree  to  optimize  the
management of the stock through thoughtful organization.


                                       8
<PAGE>


EXHIBIT 10.116.1


The  computer  management  installed  by  SAGATRANS  makes it possible for INTER
PARFUMS to supervise the regular rotation of its stock.

6.3.  If a product  or  several  Products  were not to be  referred  to by INTER
PARFUMS  any  more,  or were to remain  in the  warehouse  for more than six (6)
months with no inventory turnover,  SAGATRANS would notify INTER PARFUMS and ask
what  possible  provisions  should to be taken as for their  transfer to another
SAGATRANS site located in Normandy.

SAGATRANS cannot be held responsible for the obsolescence of the Products in the
warehouse that have reached their final sell-by dates.  SAGATRANS may in no case
be held responsible for the cost of the disposal of such Products.


ARTICLE 7 - COMPLEMENTARY SERVICES

SAGATRANS  would be amenable to carrying out several  services  other than those
given  in  article  6, at the  request  of  INTER  PARFUMS.  Those  would be the
following, specifically:

o  Extraordinary  operations  regarding  inventory  control or order preparation
   consisting of repackaging of Products;  modification  of and/or adding labels
   to the  Products,  coding and  specific  verification  of the contents of the
   boxes or bottles (in  addition to the usage  checks at the time the  Products
   are received and unloaded), verification of product returns of an exceptional
   nature;

o  Routing of Products at the departure or the destination or from the SAGATRANS
   warehouse(s);

o  Transporting of goods to other INTER PARFUMS sites and/or within France.

These services shall be subject to separate invoicing.  The costs and methods of
payment  and  execution  shall be  established  beforehand  in writing by mutual
agreement  between the parties,  on a case by case basis,  and in particular the
planning of these exceptional operations, so that they do not upset the priority
of processing orders intended for exportation and the French market.


ARTICLE 8 - RIGHT TO ACCESS

INTER PARFUMS shall enjoy free access to the SAGATRANS warehouse,  provided, for
reasons of safety, it advises SAGATRANS  beforehand of all visits and it will be
necessary that they be accompanied by a  representative  of SAGATRANS during the
entire visit. These visits must take place during the hours the establishment is
open and only on business days.

At the time of these  visits,  INTER  PARFUMS  may not be  accompanied  by third
parties  that  are  non-members  of  their  group  without   authorization  from
SAGATRANS.

Access to the warehouses by third parties that are partners of INTER PARFUMS, in
order for them to take samples, needed for performing expert testing or to carry
out various  control  operations must be done under the same conditions as those
which are described above in this article.

                                                                               9
<PAGE>


EXHIBIT 10.116.1


ARTICLE 9 - INVENTORY

An annual cross-inventory will be carried out for the entire lot of the Products
present in warehouse at the end of the fiscal year.

Moreover, the first business day of each month, an inventory will be carried out
by SAGATRANS on 20 to 30 exportation  order categories and 10 to 15 France order
categories which will be selected by INTER PARFUMS. The inventories will be done
by comparing physical stock with the SAGATRANS computer record of the stock.

The parties agree to use an accounting procedure for Products chosen by way of a
mutual agreement and which is annexed to these presents under number 2.

ARTICLE 10: ORDERS

The  company  INTER  PARFUMS  shall send its  orders to  SAGATRANS  by  computer
connection by specifying the  references,  and quantities of Products which make
up the orders to be  prepared,  as well as the manner to prepare the order,  the
destination, the recipient of the goods, the method of transportation considered
and date it will leave the warehouse.

However, finalized orders are systematically  communicated to INTER PARFUMS who,
in the event of a  disagreement,  must make  known it to  SAGATRANS  at least 48
hours  before the  departure  of the  order.  If notice of  disagreement  is not
received,  the order will be  considered in order with the  requirements  of the
INTER PARFUMS company.

Orders  will be  prepared  according  to the FI-FO  rule  (first in - first out)
unless written instructions to the contrary from INTER PARFUMS are received.

SAGATRANS is committed to  processing  the orders  within D+1 for France and D+3
for  exportation.  Respecting  these  deadlines  implies that the orders sent by
INTER PARFUMS systematically and that SAGATRANS will be given three weeks notice
of all exceptional  operations,  except seasonal events, thus allowing the setup
of additional methods.

Pallets,  boxes,  containers  or other  packing are ordered by  SAGATRANS  after
reaching an agreement  with INTER PARFUMS that will reflect INTER PARFUMS' needs
in regards to orders  that are  requested  from and  invoiced  directly to INTER
PARFUMS.

Orders prepared at the request of INTER PARFUMS and that remain in the warehouse
for longer than two months, will be, if SAGATRANS considers it to be useful, and
after reaching a prior agreement with INTER PARFUMS,  placed in other warehouses
on standby to later be removed.

                                                                              10
<PAGE>


EXHIBIT 10.116.1


ARTICLE 11 - MERCHANDISE OUTPUT

Orders  will  leave  in  boxes,  on  full  pallets   (complete  with  origin  or
reconstituted)  or in  containers,  according  to  instructions  given  by INTER
PARFUMS. Preparation of the boxes or pallets will be carried out by SAGATRANS as
well as loading  the  containers.  SAGATRANS  shall be in charge of placing  the
shipping labels on the boxes and parcels prepared.

SAGATRANS will oversee loading of the trucks upon request of INTER PARFUMS.
Loading  leaving the warehouse  will be performed,  from Monday to Friday,  from
7:30 a.m.  to 11:30 a.m.  and 1:30 p.m.  to 5:30 p.m. A truck  loading  schedule
shall be agreed upon, so that the lead time is reduced to a minimum.


ARTICLE 12 - REMUNERATION

12.1. Remuneration of SAGATRANS,  which shall be applicable beginning January 1,
2005,  shall be  calculated as a percentage  of the sales  turnover  realized by
INTER  PARFUMS  according to following  conditions,  remembering  that the total
amount of sales  turnover  may not include  sales  turnovers  realized on orders
dispatched  directly by INTER PARFUMS in  accordance  with article 2 and article
4.1:

12.1.1. EXPORT SERVICES

         EXPORT SALES TURNOVER                       REMUNERATION
              TAX-FREE                                 TAX-FREE

Up to 100,000,000 Euros                     1.85% of export sales turnover
From 100,000,000 to 150,000,000 Euros       1.60% of export sales turnover
From 150,000,000 to 200,000,000 Euros       1.50 % of export sales turnover
More than 200,000,000 Euros                 1.40 % of export sales turnover

12.1.2. SERVICES IN FRANCE

20 % OF FRENCH TAX-FREE SALES TURNOVER

12.2.  However,  INTER  PARFUMS  guarantees  a minimum  annual  remuneration  to
SAGATRANS, the amounts of which shall be set as follows:

Year 2005:    (euro) 2,100,000 Tax-Free
Year 2006:    (euro) 2,600,000 Tax-Free
Year 2007:    (euro) 2,600,000 Tax-Free
Year 2008:    (euro) 2,700,000 Tax-Free
Year 2009:    (euro) 2,800,000 Tax-Free
Year 2010:    (euro) 2,900,000 Tax-Free
Year 2011:    9/12 * (euro) 3,000,000 Tax-Free

12.3.  SAGATRANS will establish a monthly invoicing system for a lump sum amount
fixed at  (euro)  210,000  in the year  2005  and at 1/12 of the  amount  of the
minimal annual remuneration for the following years.

                                                                              11
<PAGE>


EXHIBIT 10.116.1


Monthly  invoices  will be  payable  by  check  at 60 days  from the date of the
invoice, which shall be issued on the due date.

12.4.  Remuneration  due SAGATRANS will be paid  semi-annually  according to the
sales  turnover  realized  by  INTER  PARFUMS  originating  from  the  SAGATRANS
warehouses.  The net sales turnover,  without tax,  carried out in France and by
exportation, after deducting the returned Products, will be made known through a
certified  affidavit  issued by the Auditors of the INTER PARFUMS  Company,  and
will be provided  within 30 days after books are closed in the six-month  period
in which payment will be made. If the calculated amount, as indicated in article
12.1.1 is higher  than the lump sum amount  mentioned  in  article  12.3 for the
six-month period contemplated, SAGATRANS shall establish an invoice representing
the difference between the two amounts, payable upon receipt.

12.5. The remuneration referenced in article 12.1. covers all services performed
by SAGATRANS, pursuant to the terms of this contract, with the exception of:

o  Complementary services referred to in article 7;

o  Supplies  specific to the  processing  of INTER PARFUMS  operations,  to wit:
   pallets, boxes for certain orders, plastic film for the pallets coming out of
   stock, labels, boxes for the preparation of orders within France,  labels for
   hazardous  Products,  tissue paper to protect bottles in parcels destined for
   France,  steel  strapping  to close  boxes for  France,  packing  peanuts for
   nonstandard packages, other than all the usual office and computer supplies.

o  Possible leasing of containers,

o  expenses incurred for express shipping or any other method of fast routing of
   envelopes or small parcels.

These services shall be subject to separate  invoicing payable at 30 days. Costs
will be fixed beforehand in writing by mutual agreement between the parties,  on
a case-by-case basis.

12.6.  Any delay of payment  shall  involve late  penalties at the legal rate of
interest x 1.5 at  prorata  temporis  for the number of days of delay,  the post
office date stamp shall serve as verification.


ARTICLE 13 - EXTRAORDINARY REVIEWS

Within the framework of this partnership contract, the parties agree that in the
event the information given by INTER PARFUMS changes in such a way that it would
cause new constraints to be placed upon SAGATRANS that were not envisaged on the
date this  contract  is  signed,  for  example:

   -  Changes in the nature and characteristics of the Products,

   -  Changes in service  completion  periods,

   -  Changes to the packaging or handling materials,

   -  Changes to the computer system,

SAGATRANS  may require a revision of the  financial  conditions  of the contract
because of the aforesaid changes and resulting  constraints in order to maintain
the economic equilibrium of this contract.

                                                                              12
<PAGE>


EXHIBIT 10.116.1


In the same way, if new  regulations  become  obligatory,  especially  regarding
warehouse safety, or if significant  changes were to be imposed by INTER PARFUMS
regarding  the  storage   conditions  that  would  likely  affect  the  economic
equilibrium  of  the  contract,  an  extraordinary  revision  of  the  financial
conditions  would be  implemented  within a maximum of one month  after the date
when these events occur.

Also,  the INTER PARFUMS  company may request an  extraordinary  revision of the
financial conditions of the contract, if a substantial rise in its prices occurs
that is not related to increases in the business cycle.

ARTICLE 14 - RESPONSIBILITIES

14.1. SAGATRANS' RESPONSIBILITY AS A WAREHOUSE OWNER
Throughout  the entire  period  when  storage is  provided,  SAGATRANS  shall be
responsible for guarding and conserving both the exterior  quantity and exterior
quality  of the  goods  and  merchandise  which  are  entrusted  to him,  in the
conditions hereafter outlined.

14.1.1.  BREAKAGE

14.1.1.1.  Any breakage  found upon receipt of the goods at the platform will be
pointed out immediately by SAGATRANS to the INTER PARFUMS company.  As indicated
in article 5.4, the INTER PARFUMS  company  shall  conduct its dispute  directly
with the transporters.

The damaged goods will be unloaded and stored in a specific zone where they will
be held at the disposal of the company INTER PARFUMS for a period of 30 days. At
the end of this  period,  if the  goods  concerned  have  not  been  removed  or
destroyed  by the INTER  PARFUMS  company,  they will be destroyed or removed by
SAGATRANS  at the  expense  of the INTER  PARFUMS  company,  after  having  duly
informed INTER PARFUMS.

The cost of storing  these  goods  shall be borne by the INTER  PARFUMS  company
under the conditions set forth in article 12.5.

14.1.1.2.  Breakage  discovered  inside the  warehouse,  and which has  occurred
because of SAGATRANS  shall be stored in a specific  area,  pointed out to INTER
PARFUMS who will invoice SAGATRANS for the breakage at the resale price that was
quoted in the last audited  stock  listing;  to which an overhead  charge set by
mutual  agreement  between  the parties  will be added.  If these  destroyed  or
damaged  goods  are  part of an order  invoiced  by  INTER  PARFUMS,  it will be
invoiced to  SAGATRANS  at the selling  price  invoiced by INTER  PARFUMS to its
customer.

These goods shall be destroyed at the expense of SAGATRANS.

With the breakage thus noted, the stock is removed from the computer  inventory,
and will not be included in the determination of the difference to be subtracted
from the total as set forth in article 14.1.2.2.

                                       13
<PAGE>


EXHIBIT 10.116.1


14.1.2. MISSING MERCHANDISE

14.1.2.1.  Any  merchandise  found  missing  upon  receipt  of the  goods at the
platform  will be pointed out  immediately  by  SAGATRANS  to the INTER  PARFUMS
company.  As indicated in article 5.4, the INTER  PARFUMS  company shall conduct
its dispute directly with their transporters and/or providers.

14.1.2.2.  SAGATRANS may not be held  responsible for the contents for the boxes
and other packaging since those were prepared,  packed and closed under the care
of the supplier and the responsibility to check their contents does not lie with
SAGATRANS.

SAGATRANS  may  not be held  responsible  for  missing  stock  occurring  in the
warehouse and possibly  noted at the time of the  inventory,  if the  difference
noted between the physical inventory and computer inventory does not exceed 1.5%
(one and one-half percent).
If  higher   differences  were  to  be  noted,   after  taking  a  new  physical
cross-inventory  to confirm  them,  they would be invoiced at the quoted  resale
price to SAGATRANS as defined in article 14.1.1.2 above.

SAGATRANS  is  committed  however to  notifying  INTER  PARFUMS  of all  missing
Products noticed when opening boxes or other packages when breaking them down in
the  "picking"  zone.  In the event a batch is  discovered to have a significant
number of missing Products,  SAGATRANS will have INTER PARFUMS intervene so that
it may explore all recourse it has with its supplier.

In such case,  the  missing  Products  thus noted  would not be  retained in the
calculation of the difference referred to above.

14.2. SAGATRANS' RESPONSIBILITY REGARDING DISTRIBUTION AND TRANSPORTATION

14.2.1. Responsibility for making substitutions:

SAGATRANS  remains  fully  responsible  with respect to INTER PARFUMS as well as
with all third parties, for any damages that might be caused to INTER PARFUMS as
well as to itself,  by its  employees or by any person asked assist or to act in
their  behalf,  and will  therefore  assume the  obligation  as a result of this
contract.

If SAGATRANS becomes liable due to the actions of its  subcontractors,  it shall
be  strictly  limited  to  that  liability  incurred  by the  subcontractor  and
calculated  in accordance  with the  provisions  set forth by the  International
Conventions and the national legislation  applicable to the subcontractor.  When
the limits of liability set for the  subcontractor do not result from imperative
or legal  provisions,  they shall be considered  identical to those  applying to
SAGATRANS.

                                                                              14
<PAGE>


EXHIBIT 10.116.1


14.2.2. If SAGATRANS becomes personally liable, it shall be limited to:

In the event of losses and damages:

   a) All  attributable  damage to the merchandise  during  transport  regarding
      losses and harm and for all consequences  that may result thereof,  with a
      ceiling on any  compensation to be fixed in accordance to current legal or
      lawful provisions in force and applicable to transportation.

   b) In any case,  where  the  damage to the  merchandise  or any  consequences
      resulting thereof is not due to the action of transportation,  at 14 euros
      per  kilogram of gross  weight of missing or damaged  goods not to exceed,
      whatever  the  weight,  volume,  dimensions,  nature or value of the goods
      concerned,  a sum higher than the product of the gross weight of the goods
      expressed in tons multiplied by 2,300 euros with a maximum of 50,000 euros
      per event.

For all the  other  damage,  and in  particular  those  caused by a delay in the
delivery time agreed upon, reparation due by SAGATRANS,  within the framework of
its personal liability,  shall be strictly limited to the price of the transport
of the merchandise (excluding all duties, taxes and incidental fees).

In no case shall this compensation exceed that which is due in the event of loss
or of damage of the goods.

INTER PARFUMS shall  relinquish and shall make every effort to make the insurers
waive any recourse against SAGATRANS beyond the limits defined in this article.

14.2.3. Responsibilities of INTER PARFUMS

INTER PARFUMS remains solely and completely  responsible for its declarations to
the  authorities,  for  any  certification  or  authorization  relating  to  the
detention, importation or distribution of the Products.


ARTICLE 15 - INSURANCE

15.1. INSURANCE OF THE WAREHOUSED GOODS

INTER  PARFUMS  shall  insure  itself  at its own  risks  and  peril for its own
warehoused  goods within the framework of this  agreement  against risk of theft
due to burglary,  riots,  wars, be they  declared or not,  against water or fire
damage,  and any  other  additional  risks.  INTER  PARFUMS  will  in this  way,
personally handle all damage or losses that may occur, due to the risks referred
to  above,  to  the  goods  belonging  to  him,  within  the  framework  of  the
underwritten policies.

Consequently,  INTER  PARFUMS  shall  relinquish  and  shall  agree  to make the
insurers  waive any recourse  against  SAGATRANS  and its insurers for disasters
covered by insurance taken hereto.

SAGATRANS shall be responsible  under the conditions set forth in articles 14.1,
for disasters which may occur arising out the cases examined in clause 1, above.

                                       15
<PAGE>


EXHIBIT 10.116.1


15.2 INSURANCE FOR SAGATRANS' PROPERTY

SAGATRANS  shall be  personally  responsible  for  insurance  covering all other
property  belonging  to him or that has been  placed  under its  responsibility.
SAGATRANS shall  relinquish and shall agree to make the insurers waive any right
to recourse  against  INTER  PARFUMS and its  insurers,  including  any event of
disaster which may occur due to actions of the latter in regards to other stored
goods.

15.3 Each of two parties shall purchase  insurance policies necessary to provide
guaranteed protection against any remaining risks for which they are responsible
under the terms of the  provisions  referred to above.  Each party shall pay the
premiums and any deductibles due for the insurance  policies thus  underwritten.
The limits of the guarantee of said policies  shall not be  enforceable  against
the other party.

The insurance policies shall  additionally  include an abandonment of the rights
of subrogation of the insurers, in favor of the other party.

Each party will provide,  upon the first request from the other party, a copy of
the insurance certificates justifying possession of the required guarantees.

15.4 - INSURANCE ON TRANSPORTED MERCHANDISE

INTER PARFUMS shall purchase its own insurance  covering the merchandise  during
transport.


ARTICLE 16 - ACTS OF GOD

The following are  considered to be Acts of God: All events  independent  of the
will of the parties,  when said events  intervene after signing the contract and
thereby prevent the total or partial execution of it.

In the event an Act of God arises, this contract will be automatically suspended
for the entire  period of said Act of God, and none of the parties shall be held
responsible by the other party of any contractual non-fulfillment due to such an
event.

For the  application of this clause,  the following are regarded as, but are not
limited  to these  events of "force  majeure"  (Acts of God):  A lockout  of the
platform, fire, mobilization,  requisition, embargo, insurrection, war, declared
or not, civil war, revolution, riot, sabotage,  interruption of transport means,
energy  restrictions,   dealings  by  any  public  authority,   prohibitions  on
importations, exportations or the transfer of goods...

The parties shall meet in order to determine by mutual  agreement the conditions
of  arrangements  or  substitutions   that  will  permit  a  resumption  of  the
implementation of the contract as soon as possible.

In the event an Act of God occurs preventing the continuation of the contractual
relation,  the parties  hereby  acknowledge  that this contract  would be broken
without right to compensation from one party or the other.

                                       16
<PAGE>


EXHIBIT 10.116.1


ARTICLE 17 - MANAGING AND ADAPTING THE CONTRACT

The  parties  agree to meet as  needed,  in order to  examine  how to adapt  the
contract to the any evolution due to economic, technical or regulatory factors.

And more particularly,  the parties will meet in the event of major events or of
significant  changes in the parameters that determined the obligations of one or
the other of the parties.


ARTICLE 18 - TERM

This  contract  shall  enter into  effect on  January 1, 2005,  and shall end on
September 30, 2011.

The parties agree to consult each other 10 (ten) months before the expiration of
the contract,  in order to fix the terms and conditions of its possible renewal,
and to  provide  notification  of their  decision  to renew or to not renew this
contract,  by registered  letter with return receipt  acknowledgment,  7 (seven)
months before September 30, 2011.

It will be  renewed  at that time for  successive  periods  of 3 (three)  years,
except if one of the parties  renounces  this by its  decision  to not renew,  7
(seven) months before the expiration,  by registered  letter with return receipt
acknowledgment.

It may be ended, under the same conditions,  after renewing the contract with an
expiration  occurring  with every 3 (three)  years period by providing  notice 7
(seven) months in advance.


ARTICLE 19 - AUTONOMY OF THE PARTIES

SAGATRANS shall conduct business, under all circumstances, on its own behalf and
shall act as an independent company and with no possibility of representation.

The parties shall assume the entire  responsibility of any obligations for which
they are charged by reason of these  presents.  Except by express  agreement  in
writing  to the  contrary,  SAGATRANS  has no  ability to act in the name of the
company  INTER  PARFUMS  and/or  to bind it in any  manner,  and  must  take all
measures  required to avoid any confusion of third parties in this respect,  and
conversely.


ARTICLE 20 - CONFIDENTIALITY

The parties hereby  acknowledge  that any information  which is provided to them
and/or which they may collect  during the execution of the contract  (customers,
method of  management,  and all  information  of a  technical,  commercial,  and
financial  nature) shall be of a strictly  confidential  nature.  They do hereby
commit,  during the period of the contract as well as after its expiration,  not
to reveal this information to third parties,  and to take all required  measures
necessary,  in  particular  with  regard to their  personnel,  to  maintain  and
guarantee the secrecy of it.

                                       17
<PAGE>


EXHIBIT 10.116.1


At the expiration of the agreement,  each party shall restore to the other,  the
documents belonging to him.


ARTICLE 21 - BREACH OF CONTRACT

21.2.  Throughout  the entire first period,  which shall expire on September 30,
2011,  this contract may only be terminated  for repeated  failure of a party in
its essential  obligations or for failure  representing  serious damage, that is
directly and entirely attributable to one of the parties, thus causing, directly
or  indirectly,  an important  commercial  loss to the other party,  and after a
notice is sent by registered letter with return receipt acknowledgment addressed
to the  party  in  default  has  remained  unfruitful  for  one  month.  For any
contractual  failure,  voluntary or constitutive of a serious fault, the injured
party shall have the right to require damages be granted.

Beyond the first period that will expire on September 30, 2011, and in the event
of renewal,  cancellation will be possible due to non-fulfillment of obligations
by one of the  parties,  and after a notice is sent by  registered  letter  with
return  receipt  acknowledgment  addressed  to the party in default has remained
unfruitful  for one month.  This  contract  shall be  automatically  terminated,
without prejudice to the damages which may be claimed from the party in default.

21.3. In the event of a breach of this  contract,  for whatever  reason that may
be,  the  INTER  PARFUMS  company  shall  be  responsible  for  making  its  own
arrangements to remove the Products in stock on the platform on the date of this
breach.

21.4. In the event of cancellation for any reason that may be, the parties shall
commit to an agreement  of  reciprocal  non-disparagement  with any third party,
since this would  possibly harm the reputation and public image of each party as
well  as  their   commercial   development  and  the  continuation  of  logistic
activities.


ARTICLE 22 - TRANSFER

This contract was negotiated and concluded by each party in consideration of the
intuiti personae attachment to the other party. Consequently,  no transfer shall
be possible  without  obtaining a prior  express  agreement in writing from both
parties.

The  following  are to be  considered  a  transfer  of the  contract:  corporate
contributions,  a merger,  a  take-over,  a transfer  of  business,  a change of
majority in the distribution of the authorized capital by one of the parties and
generally all operations tending to make changes in the contract assets,  except
in the case of an internal reclassification within the Group to which each party
belongs.

                                                                              18
<PAGE>


EXHIBIT 10.116.1


ARTICLE 23 - LIMITS

The fact that either of the  parties  relinquishes  and/or  does not  prevailing
itself  upon  an  unspecified  provision  of  the  agreement,  will  in no  case
constitute  a permanent  renunciation  applicable  to a later  violation of this
provision,  the obligatory  character of which shall remain in full and complete
force.


ARTICLE 24: HEADINGS

The  descriptions  or headings of the various  articles and  paragraphs  of this
contract were inserted  exclusively for reasons of clarity of text and can in no
way be  considered  to  define,  limit or  circumscribe  in any way its field of
application  or the purpose of the article or specific  paragraph  to which they
refer.


ARTICLE 25 - PARTIAL INVALIDITY

In the  eventuality  that a clause of this contract is declared null or contrary
to  essential  laws or  concerning  public law and order,  the here  undersigned
parties  shall  agree  to  consult  with  each  other  to seek in good  faith an
agreement  of a valid  clause  which shall exert the same  effects,  inasmuch as
possible, as the invalidated clause.


ARTICLE 26 - ELECTION OF DOMICILE

Any  notification  from one party to another must be made by  registered  letter
with  return  receipt  acknowledgment  addressed  so as to be  delivered  to the
registered corporate offices of each party.


ARTICLE 27 - REGISTRATION

If one of the parties so requires it, these  presents shall be registered at the
expense of the requiring party.


ARTICLE 28 - JURISDICTION

Any  disagreement  relating to the  interpretation  and the  application of this
contract  shall be  under  the  jurisdiction  of the  Tribunal  of  Commerce  of
Nanterre.

Executed in
On
in two copies


                INTER PARFUMS                         SAGATRANS
                PHILLIPE BENACIN                  PHILIPPE CHAMINADE


                                                                              19