EXHIBIT 10.117

HSBC

July 29, 2004


Jean Philippe Fragrances, LLC.
551 Fifth Avenue
New York, N.Y. 10176

Attention Russell Greenberg, Chief Financial Officer/Executive Vice President

Ladies and Gentlemen:

                  We are pleased to confirm that we are  extending to you a line
of credit of up to an aggregate  amount of  $12,000,000  outstanding  at any one
time,  which  line  may be  used by  your  company  for  direct  borrowings  and
acceptance  and sight letters of credit  exposure for working  capital  purposes
provided,  however,  the  outstanding  amount  as to which  our Bank is  liable,
directly  or  contingently,  on behalf of your  company  in respect of letter of
credit and acceptance  financings cannot in the aggregate at any one time exceed
$2,500,000 and $2,500,000  respectively.  This line is subject to the provisions
set forth herein and in the other documents entered into in connection with this
facility.

                  Borrowings  under this line of credit  shall be evidenced by a
Demand Grid Note, a copy of which is enclosed.  Under this  facility  borrowings
may be made from  time to time and  shall be  repayable  on  demand,  but may be
prepaid in whole or in part with accrued interest to the date of prepayment. Any
amounts  outstanding  shall bear  interest,  payable  monthly in  arrears,  at a
variable rate per annum equal to 0% above our Bank's  Reference Rate established
from time to time, all as more fully set forth in the Demand Grid Note.

                  Or,  at your  option,  you may  borrow  under a LIBOR  Pricing
Revolving Note up to the maximum  amount of $12,000,000 in $100,000  increments,
provided however,  the amount outstanding under LIBOR Pricing Revolving Notes is
no less than  $500,000,  with advances  priced at your option of one month,  two
months,  three months or six months LIBOR plus 1.75% for each LIBOR rate advance
and  subject to the terms of the LIBOR  Pricing  Revolving  Note;  a copy of the
LIBOR Pricing Revolving Note is attached herewith. Please note that the advances
under the LIBOR Pricing  Revolving Note may be prepaid,  but only subject to the
terms and conditions set forth in that note.

                  Each letter of credit  issued for your account shall be issued
only  pursuant to our standard  form of  application  for  commercial  letter of
credit (the "Application"),  as executed by you from time to time. You shall pay
a fee of 1/8 of 1% when we issue any letter of credit for your  account and each
time we amend any such letter of credit. In addition, you shall pay a fee of l/8
of 1% of the face amount of any sight draft  presented to us in accordance  with
the terms of any letter of credit we issue for your  account.  Such fee shall be
payable  when such draft is presented to us and honored by us, all as more fully
set  forth  in the  Application.  Any  amounts  due to us  from  you  under  the
Application  shall bear interest  payable on demand at a variable rate per annum
equal to the rate from time to time in effect under the Demand Grid Note. At our
option such amounts may be deemed additional advances evidenced by and repayable
in  accordance  with the Demand  Grid  Note.] In place of the  foregoing  demand
reimbursement obligation, we may from time to time accept your time drafts of up
to 180 days  presented  to us by you.  When such time draft is accepted by us it
will be  discounted  from its date of  maturity  at a rate per annum equal to 2%
plus our  acceptance  rate  for  commercial  drafts  or  bills  of  exchange  of
comparable amounts and maturities.


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         Your obligations  under this line of credit shall be guaranteed by your
Parent, Inter Parfums, Inc.

         This  facility  may be utilized  by you for the period  ending July 31,
2005; provided,  however, THE CONTINUING AVAILABILITY OF THIS FACILITY IS AT ALL
TIMES SUBJECT TO OUR CONTINUING  SATISFACTION,  AS DETERMINED BY OUR BANK IN ITS
SOLE AND ABSOLUTE DISCRETION, WITH THE BUSINESS, AFFAIRS AND FINANCIAL CONDITION
OF YOUR COMPANIES AND OF EACH GUARANTOR AND TO YOUR COMPLIANCE, AND THAT OF EACH
OTHER PARTY  EXECUTING AND DELIVERING  DOCUMENTS TO US HEREUNDER OR OTHERWISE IN
CONNECTION WITH THIS FACILITY,  WITH THE TERMS AND PROVISIONS OF THIS LETTER AND
EACH  OF  THE  DOCUMENTS  REFERRED  TO  HEREIN.  In  addition,   the  continuing
availability  of this facility is subject to your  furnishing us, (i) within 120
days after the close of your fiscal year, with your audited financial statements
certified by your independent certified public accountants as of the end of such
period,  including a balance sheet and related income statements;  and (ii) such
other  information,  including  interim  financial  statements,  concerning your
business, affairs or financial condition as we may from time to time request.

                  All  payments of  principal,  interest and fees payable by you
under this facility shall be made in immediately  available  funds at our office
at 452 Fifth Avenue,  New York, New York 10018 and may be charged to any account
you maintain with us.

                  Our agreement to extend to you this facility, on the terms set
forth herein,  is further  subject to our receipt in form  satisfactory to us of
(a) a certified copy of resolutions of your Board of Directors  authorizing your
execution,  delivery  and  performance  of this  agreement  (and  the  documents
hereinafter  referred to; (b) signature cards for your  authorized  signatories;
(c) an  executed  copy of our Demand  Grid Note  signed by your duly  authorized
officer on your  behalf;  (d) executed  copy of our  standard  form of Guarantee
signed by Inter Parfums, Inc.

         NO AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT
NOR  CONSENT  TO ANY  DEPARTURE  BY  OUR  BANK  THEREFROM  SHALL  BE  EFFECTIVE,
IRRESPECTIVE  OF ANY COURSE OF DEALING,  UNLESS THE SAME SHALL BE IN WRITING AND
SIGNED BY OUR BANK AND THEN SUCH WAIVER OR CONSENT  SHALL BE  EFFECTIVE  ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN.

         This  agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.  Please  note that to the  extent  any of the
terms or  provisions  of this  agreement  conflict  with those  contained in the
Demand  Grid  Note  or any of  the  above-mentioned  documents,  the  terms  and
provisions of such Note and of such other documents shall govern.

         YOU AND OUR BANK AGREE THAT ANY ACTION,  SUIT OR  PROCEEDING IN RESPECT
OF OR ARISING OUT OF THIS AGREEMENT, THE NOTE OR ANY OTHER DOCUMENTS RELATING TO
THIS FACILITY MAY BE INITIATED AND PROSECUTED IN THE STATE OR FEDERAL COURTS, AS
THE CASE MAY BE, LOCATED IN NEW YORK COUNTY, NEW YORK.

         YOU  FURTHER  AGREE  THAT ANY  ACTION,  DISPUTE,  PROCEEDING,  CLAIM OR
CONTROVERSY  BETWEEN OR AMONG YOU AND US WHETHER  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE  ("DISPUTE" OR "DISPUTES") SHALL, AT OUR ELECTION,  WHICH ELECTION MAY
BE MADE AT ANY TIME PRIOR TO THE  COMMENCEMENT  OF A JUDICIAL  PROCEEDING BY OUR
BANK,  OR IN THE EVENT OF A JUDICIAL  PROCEEDING  INSTITUTED  BY YOU AT ANY TIME
PRIOR TO THE LAST DAY TO ANSWER  AND/OR  RESPOND TO A SUMMONS  AND/OR  COMPLAINT
MADE BY YOU, BE RESOLVED BY ARBITRATION IN NEW YORK, NEW YORK IN ACCORDANCE WITH
THE PROVISIONS OF THIS PARAGRAPH AND SHALL, AT THE ELECTION OF OUR BANK, INCLUDE
ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT, THE DEMAND
GRID  NOTE,  OR ANY OTHER  RELATED  AGREEMENTS  OR  INSTRUMENTS,  (II) ALL PAST,
PRESENT AND FUTURE  AGREEMENTS  INVOLVING  THE  PARTIES,  (III) ANY  TRANSACTION

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CONTEMPLATED HEREBY AND ALL PAST, PRESENT AND FUTURE TRANSACTIONS  INVOLVING THE
PARTIES AND (IV) ANY ASPECT OF THE PAST,  PRESENT OR FUTURE  RELATIONSHIP OF THE
PARTIES.  We may elect to require  arbitration  of any  Dispute  with us without
thereby being  required to arbitrate  all Disputes  between you and us. Any such
Dispute shall be resolved by binding  arbitration in accordance  with Article 75
of the New York  Civil  Practice  Law and Rules and the  Commercial  Arbitration
Rules of the  American  Arbitration  Association  ("AAA").  In the  event of any
inconsistency  between  such  Rules  and  these  arbitration  provisions,  these
provisions shall supersede such Rules.  All statutes of limitations  which would
otherwise be applicable  shall apply to any  arbitration  proceeding  under this
paragraph.  In any  arbitration  proceeding  subject  to these  provisions,  the
arbitration  panel (the  "arbitrator")  is specifically  empowered to decide (by
documents  only,  or  with a  hearing,  at  the  arbitrator's  sole  discretion)
pre-hearing  motions which are substantially  similar to pre-hearing  motions to
dismiss  and  motions  for  summary   adjudication.   In  any  such  arbitration
proceeding,  the  arbitrator  shall  not have the  power or  authority  to award
punitive damages to any party.

         Judgment  upon the award  rendered  may be entered in any court  having
jurisdiction.  Whenever an arbitration is required,  the parties shall select an
arbitrator in the manner  provided in this  paragraph.  No provision of, nor the
exercise of any rights under,  this paragraph shall limit the right of any party
(i) to  foreclose  against  any real or  personal  property  collateral  through
judicial foreclosure,  by the exercise of a power of sale under a deed of trust,
mortgage or other  security  agreement  or  instrument,  pursuant to  applicable
provisions of the Uniform  Commercial Code, or otherwise  pursuant to applicable
law, (ii) to exercise self help remedies including but not limited to setoff and
repossession,  or (iii) to request and obtain from a court  having  jurisdiction
before,  during  or  after  the  pendency  of any  arbitration,  provisional  or
ancillary  remedies  and  relief  including  but not  limited to  injunctive  or
mandatory  relief  or  the  appointment  of  a  receiver.  The  institution  and
maintenance of an action or judicial  proceeding for, or pursuit of, provisional
or ancillary  remedies or exercise of self help remedies  shall not constitute a
waiver of our right,  even if we are the  plaintiff,  to submit  the  Dispute to
arbitration if we would otherwise have such right. We may require arbitration of
any Dispute(s)  concerning the  lawfulness,  unconscionableness,  propriety,  or
reasonableness  of any  exercise  by us of our right to take or  dispose  of any
collateral  or our  exercise of any other right in  connection  with  collateral
including, without limitation, judicial foreclosure,  exercising a power of sale
under a deed of trust or mortgage,  obtaining or executing a writ of attachment,
taking or disposing of property  with or without  judicial  process  pursuant to
Article 9 of the Uniform Commercial Code or otherwise as permitted by applicable
law,  notwithstanding  any such  exercise  by us.  Whenever  an  arbitration  is
required  under this  paragraph,  the  arbitrator  shall be selected,  except as
otherwise herein provided,  in accordance with the Commercial  Arbitration Rules
of the AAA. A single  arbitrator  shall decide any claim of $100,000 or less and
he or she shall be an attorney with at least five years'  experience.  Where the
claim of any party exceeds $100,000,  the Dispute shall be decided by a majority
vote of three arbitrators, at least two of whom shall be attorneys (at least one
of whom shall have not less than five years' experience  representing commercial
banks).  In the event of any  Dispute  governed by this  paragraph,  each of the
parties shall, subject to the award of the arbitrator, pay an equal share of the
arbitrator's  fees. The arbitrator shall have the power to award recovery of all
costs and fees (including  attorneys' fees,  administrative  fees,  arbitrator's
fees, and court costs) to the prevailing party.

         ANYTHING IN THIS AGREEMENT, THE NOTE OR ANY OTHER DOCUMENTS RELATING TO
THIS  FACILITY  TO  THE  CONTRARY  NOTWITHSTANDING,   THE  ENUMERATION  IN  THIS
AGREEMENT,  THE NOTE OR IN SUCH OTHER  DOCUMENTS OF SPECIFIC  OBLIGATIONS TO OUR
BANK AND/OR  CONDITIONS TO THE  AVAILABILITY OF THIS FACILITY AND THE NOTE SHALL
NOT BE  CONSTRUED  TO QUALIFY,  DEFINE OR  OTHERWISE  LIMIT OUR RIGHT,  POWER OR
ABILITY,  AT ANY TIME,  UNDER  APPLICABLE LAW, TO MAKE DEMAND FOR PAYMENT OF THE
ENTIRE  OUTSTANDING  PRINCIPAL OF AND  INTEREST DUE UNDER THIS  FACILITY AND THE
NOTE OR OUR RIGHT NOT TO MAKE ANY  EXTENSION OF CREDIT  UNDER THIS  FACILITY AND
YOU AGREE THAT YOUR BREACH OF OR DEFAULT UNDER ANY SUCH  ENUMERATED  OBLIGATIONS
OR  CONDITIONS  IS NOT THE ONLY BASIS FOR DEMAND TO BE MADE OR FOR A REQUEST FOR
AN EXTENSION OF CREDIT TO BE DENIED, AS YOUR OBLIGATION TO MAKE PAYMENT SHALL AT
ALL TIMES REMAIN A DEMAND OBLIGATION. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY,  THIS  AGREEMENT  DOES NOT CREATE A COMMITMENT OR OBLIGATION TO
LEND BY THE BANK AND YOU ACKNOWLEDGE THAT THE BANK HAS NO OBLIGATION TO LEND.

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         EACH OF YOU AND WE HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY OR AGAINST IT ON ANY MATTERS WHATSOEVER,  IN CONTRACT
OR IN TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE NOTE
OR ANY OTHER  DOCUMENTS  RELATING TO THIS  FACILITY.  YOU ALSO HEREBY  WAIVE THE
RIGHT TO  INTERPOSE  ANY  DEFENSE  BASED  UPON ANY CLAIM OF LACHES OR SET-OFF OR
COUNTERCLAIM  OF ANY NATURE OR  DESCRIPTION,  ANY  OBJECTION  BASED ON FORUM NON
CONVENIENS  OR VENUE,  AND ANY  CLAIM FOR  CONSEQUENTIAL,  PUNITIVE  OR  SPECIAL
DAMAGES.

         If this  agreement is acceptable  to you,  please sign and return to us
one copy  each of the  enclosed  copy of this  letter  and the  other  documents
referred to above on or before August 14, 2004.

                                            Very truly yours,

                                            HSBC USA Bank, National Association


                                            By:  /S/ ANDREW ROSS
                                                ----------------
                                            Title: First Vice President


Agreed to and accepted:

Jean Philippe Fragrances, LLC.


By:  /S/ RUSSELL GREENBERG
    ----------------------
Title: Executive Vice President