THROUGHOUT THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK
(*), THAT INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE
OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

                                                                   EXHIBIT 10.67

                                LICENSE AGREEMENT

         This LICENSE AGREEMENT ("Agreement") is made and effective as of the
1st day of June, 2004, by and between PARIS HILTON ENTERTAINMENT INC., with
offices at 250 North Canon Drive,2nd Floor, Beverly Hills, CA 90210
("Licensor"), and PARLUX FRAGRANCES, INC., a public Delaware corporation with
offices at 3725 S.W. 30th Avenue, Ft. Lauderdale, Fl. 33312 ("Licensee")
(together the "Parties").

                              W I T N E S S E T H :
                               -------------------

         WHEREAS, by way of a master license (the "Master License") from Ms.
Paris Hilton, an individual with a mailing address of c/o Ms. Wendy White, 250
North Canon Drive, 2nd Floor, Beverly Hills, CA 90210, to Licensor, Licensor has
the sole and exclusive rights to license the Licensed Mark (as hereinafter
defined) pursuant to the terms hereof; and

         WHEREAS, Licensee is engaged in the business of manufacturing,
promoting and selling Articles (as hereinafter defined) and Licensor desires to
obtain the services of Licensee in connection with the manufacture, promotion
and sale of the Articles bearing the Licensed Mark; and

         WHEREAS, Licensor is willing to grant the license contained in this
Agreement and Licensee desires to obtain from Licensor, the exclusive right and
license to use the Licensed Mark in the Territory (as hereinafter defined) for
use on and in connection with the manufacture, promotion, distribution and sale
of Articles.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, the parties hereto covenant and agree as follows:

                                      -1-
<PAGE>

                                    ARTICLE 1

                                   Definitions

         The following definitions shall apply:

A.                TERRITORY. All countries of the world and all duty-free-shops,
                  ships, airplanes, military bases and diplomatic missions of
                  every country of the world, including the world-wide web.

B.                ARTICLES. Men's and women's fragrances and related personal
                  care products such as body lotion, body creme, body mist, hand
                  creme, bath and shower gel, massage oil, dusting powder, after
                  shave, after shave balm or gel, deodorant stick and bath soap,
                  which bear the Licensed Mark under this Agreement. Licensee
                  shall have the right of first refusal for cosmetics, skin care
                  products and home/environmental products such as candles,
                  potpourri and incense (the "Additional Products") pursuant to
                  Article 2 hereof.

C.                LICENSED MARK. The trademark PARIS HILTON and such other
                  trademarks as are, from time to time, agreed to by Licensor.
                  Licensor has filed to register the Licensed Mark in the United
                  States Patent and Trademark Office in International Class 3
                  for fragrances on May 5, 2004, Serial No. 78/412749.

D.                NET SALES. The sales price at which Licensee or any Subsidiary
                  or Affiliate (as hereinafter defined) bills its Non-Subsidiary
                  or Affiliate customers for Articles less: (i) all returns of
                  damaged, defective or other merchandise, uncollectible
                  accounts, trade and cash discounts and allowances, and taxes
                  directly applicable to the sale of Articles (such as sales,
                  use, value added or similar taxes); (ii) all freight and
                  shipping charges, insurance costs and duties and other
                  governmental charges paid by the Licensee to the extent stated
                  separately on any invoice; (iii) all receipts from the sale of
                  discontinued and close-out merchandise (which shall include
                  only Articles sold at a discount of 25% or more from the
                  normal price charged to that specific customer and then only
                  to the extent that the aggregate gross sales thereof in any
                  contract year do not exceed fifteen percent (15%) of total
                  gross sales); and, (iv) all receipts from the sale of samples,
                  displays, brochures, gift-with-purchase and similar
                  advertising and promotional materials and packaging supplies.


                                      -2-
<PAGE>

                  Notwithstanding the terms of sub-section (iii) above, Licensee
                  shall not be excused from paying royalties on the sales of the
                  Articles in which the Licensee receives a minimum gross margin
                  of 25%, in which gross margin is defined as sales price to the
                  customer less Licensee's cost of goods and shipping.

E.                SUBSIDIARY. Any corporation or other entity which is 100%
                  directly or indirectly owned by Licensee.

F.                AFFILIATE. Any corporation or other entity which is at least
                  50% owned by Licensee.

                                    ARTICLE 2

                             Grant Of License Rights

         Rights Granted. Upon the terms and conditions of this Agreement,
Licensor hereby grants to Licensee, during the term of this Agreement, the sole
and exclusive right and license to use the Licensed Mark in the Territory as a
trademark in connection with the manufacture, promotion, sale and distribution
solely of the Articles and on all brand identifications, packing materials,
containers, promotional material, publicity, sales, advertising, newspaper,
magazine, radio, television, cinema and similar media presently existing or that
may exist in the future, in connection solely with the creation, manufacture,
introduction, marketing, distribution, sale and advertising of the Articles,
through the channels customarily used to manufacture, sell, distribute,
advertise and promote Articles of comparable prestige and quality in the
ordinary course of business as described in paragraph A of Article 7 below.
Licensor shall not, during any period this Agreement is in effect, grant any
rights to any third party in connection with the Articles for the Trademark or
any other trademark which includes PARIS HILTON or any derivative thereof.

         Right of First Refusal. Licensee shall have the right of first refusal,
subject to the terms set forth below, to manufacture and distribute the
Additional Products within the Territory. If Licensor desires to appoint a third
party as the licensee for the Additional Products in all or part of the
Territory, Licensor shall first present Licensee with the third party's proposed
terms. Licensee shall, within thirty (30) days following receipt of such terms,
elect whether to become the licensee for such Additional Products or to decline
such opportunity.

                                      -3-
<PAGE>
                                    ARTICLE 3

                             Exclusively of License

         Licensor will not grant any other license effective during the term of
this Agreement for the use of the Licensed Mark on or in connection with the
Articles in the Territory. Licensor and Ms. Paris Hilton may use or grant others
the right to use the Licensed Mark on or in connection with goods of all other
types and descriptions in the Territory. Licensor acknowledges that Licensee
presently manufactures and/or distributes in parts of the Territory articles
similar to the Articles covered by this Agreement which bear other trademarks.
Licensor further acknowledges and consents to Licensee obtaining other
additional licenses for the manufacture and/or distribution of other similar
lines during the term of this Agreement. Licensee will not, during the term of
this Agreement and thereafter, attack either Licensor's title in and to the
Licensed Mark or the validity of this License.

                                    ARTICLE 4

                                Term of Agreement

         Subject to the rights of termination set forth in this Agreement, the
initial term of this Agreement shall commence on June 1, 2004 and terminate on
June 30, 2009 (the "Initial Term").Licensee shall have the option to renew this
Agreement for an additional five-year period as long as the Minimum Royalties
(as hereinafter defined) for the Initial Term have been fully paid. Licensee
shall notify Licensor of its intent to either renew or not renew no later than
December 31, 2008.

         Each twelve (12) month period commencing on each July 1st and ending on
June 30th shall constitute and be referred to herein as an "Annual Period."
However, the initial Annual Period shall commence on June 1, 2004 and shall
terminate on June 30, 2005.

                                    ARTICLE 5

                                 Confidentiality

         The Parties acknowledge that all information relating to the business
and operations of Licensor and Licensee which they learn or have learned during
or prior to the term of this Agreement is confidential. The Parties acknowledge
the need to preserve the confidentiality and secrecy of such information and
agree that, both during the term of this Agreement and after the expiration or


                                      -4-
<PAGE>

termination hereof, they shall not use or disclose same, and shall take all
necessary steps to preserve in all respects such confidentiality and secrecy.
The provisions of this paragraph shall not apply with respect to any information
which has entered the public domain through no fault of Parties. The provisions
of this paragraph shall survive the expiration or termination of this Agreement.

                                    ARTICLE 6

                               Duties of Licensee

         A. Best Efforts. During the term of this Agreement, Licensee will use
its best efforts to exploit the rights herein granted throughout the Territory
and to sell the maximum quantity of Articles therein consistent with the high
standards and prestige represented by the Licensed Mark.

         B. Design and Sample making. Licensor shall not be responsible for the
production, design or sample making of the Articles and Licensee shall bear all
costs related thereto.

                                    ARTICLE 7

                                Quality Standards

A.                Manufacture of Articles; Quality Control.

                  (i)      The contents and workmanship of Articles shall be at
                           all times of the highest quality consistent with the
                           reputation, image and prestige of the Licensed Mark
                           and Articles shall be distributed and sold with
                           packaging and sales promotion materials appropriate
                           for such highest quality Products. The parties agree
                           that the Articles shall be of such premium quality,
                           prestige and price similar to that of the Calvin
                           Klein, Ralph Lauren (excluding Purple Label), and
                           Tommy Hilfiger fragrances as of the date of this
                           Agreement.

                  (ii)     All Articles shall be manufactured, labeled, sold,
                           distributed and advertised in accordance with all
                           applicable national, state and local laws and
                           regulations.

                  (iii)    Licensee shall submit to Licensor for approval the
                           two sets of the fragrance, scent, packaging and other
                           material, designs, sketches, colors, tags, containers
                           and labels (the "Approval Package") for Licensor's
                           review, which approval shall not be unreasonably
                           withheld. In the event that Licensor does not respond


                                      -5-
<PAGE>

                           to Licensee within 10 days of the receipt of any and
                           all items within the scope of the Approval Package,
                           any such item shall be deemed approved.

                  (iv)     During the term of this Agreement, upon Licensor's
                           request, Licensee shall submit, free of charge to
                           Licensor, the then current production samples of each
                           Article marketed. Production samples submitted by
                           Licensee for this purpose may be retained by
                           Licensor. Further, Licensee shall provide Licensor
                           with 100 samples of the various Articles being
                           distributed each year for Licensor to use for public
                           relations and promotional purposes. All Articles to
                           be sold hereunder shall be at least equal in quality
                           to the samples presented to the Licensor. Licensor
                           and its duly authorized representatives shall have
                           the right, upon reasonable advance notice and during
                           normal business hours, at Licensor's expense, to
                           examine Articles in the process of being manufactured
                           and to inspect all facilities utilized by Licensee in
                           connection therewith.

B.                Required Markings. Licensee shall cause to appear on all
                  packaging of Articles, (i) "the trademark, PARIS HILTON" is
                  licensed to "Parlux Fragrances, Inc."; and such additional
                  legends, markings and notices complying with the requirements
                  of any law or regulation in the Territory and (ii) such
                  legends, markings and notices as Licensor, from time to time,
                  may reasonably request.

C.                Distribution. In order to maintain the reputation, image and
                  prestige of the Licensed Mark, Licensee's normal distribution
                  patterns shall consist of those retail establishments whose
                  location, merchandising and overall operations are consistent
                  with the products described in paragraph A (i) of Article 7
                  above.

D.                Sales Force. During the term of this Agreement, Licensee shall
                  maintain a non-exclusive sales force suitable to carry out the
                  purpose of this Agreement.

                                      -6-
<PAGE>
                                    ARTICLE 8

                           Guaranteed Minimum Royalty

         In consideration of both the license granted and the services to be
performed by Licensor hereunder, Licensee shall pay to Licensor an annual
Guaranteed Minimum Royalty as follows:

         ANNUAL PERIOD              GUARANTEED MINIMUM ROYALTY
         -------------              --------------------------
Year 1 (6/1/04-6/30/05)             *(due upon execution hereof)
Year 2 (7/1/05-6/30/06)             *
Year 3 (7/1/06-6/30/07)             *
Year 4 (7/1/07-6/30/08)             *
Year 5 (7/1/08-6/30/09)             *

         In the event that the Initial Term of this Agreement is extended for an
additional five-year term (July 1, 2009 - June 30, 2014, the "Extended Term")
the Guaranteed Minimum Royalty for each Annual Period of the Extended Term shall
be *.

         The Guaranteed Minimum Royalty payable for each Annual Period shall be
paid to Licensor on a monthly basis in 12-equal installments on the first of
every month starting with the payment of the Guaranteed Minimum Royalty for Year
2 on July 1, 2005.

         The Guaranteed Minimum Royalty for each Annual Period shall be credited
against the Sales Royalty for only the same Annual Period as provided in Article
9 below.

         The Guaranteed Minimum Royalty for each renewal term will be limited to
the Guaranteed Minimum Royalty corresponding to the year in progress.

                                    ARTICLE 9

                        Sales Royalty; Withholding Taxes

A.                Licensee shall pay to Licensor a Sales Royalty on each Annual
                  Period's Net Sales of *. The Sales Royalty payable hereunder
                  shall be accounted for and paid on a quarterly basis within
                  forty-five (45) days after the close of the prior quarter's
                  sales, along with the Guaranteed Minimum Royalty that may be
                  due. In other words, the actual Sales Royalty will be paid
                  45-days in arrears computed on the basis of Net Sales during
                  the quarter ending 45 days before the period upon which
                  royalties are being paid, with a credit for


                                      -7-
<PAGE>

                  any Guaranteed Minimum Royalty and Sales Royalty payments
                  previously made to Licensor.

B.                If applicable, Licensee shall compute any payment, on behalf
                  of Licensor, for all taxes (other than United States Federal,
                  state or local income taxes) which any governmental authority
                  in the Territory may impose on Licensor with respect to
                  royalties paid by Licensee to Licensor. The amount of such
                  taxes shall be deducted from payments of royalties, provided
                  that Licensor is entitled under applicable law to credit the
                  amount of such taxes against its United States Federal Income
                  Tax obligations. Licensee shall furnish Licensor with an
                  official receipt (together with a translation thereof if not
                  in English) promptly after each such payment of taxes. In the
                  event such taxes are not paid when due, all resulting
                  penalties and interest shall be borne by Licensee.

C.                No payment of Sales Royalty for any Annual Period in excess of
                  payments of Guaranteed Minimum Royalty for the same Annual
                  Period shall be credited against the Guaranteed Minimum
                  Royalty due to Licensor for any other Annual Period.

D.                The addresses for all Royalty Payments, including the
                  Guaranteed Minimum Royalty shall be as follows:

                  (1) The initial Guaranteed Minimum Royalty of * payable upon
                      execution hereof:

                      *        to: "Tucker & Latifi, LLP, as Counsel",
                                   Robert L. Tucker, Esq., Tucker & Latifi, LLP,
                                   160 East 84th Street, New York, NY 10028

                      *        to: Paris Hilton Entertainment Inc. c/o Ms. Wendy
                                   White, 250 North Canon Drive, 2nd Floor,
                                   Beverly Hills, CA 90210

                  (2) All other Guaranteed Minimum Royalties and other
                      Royalties:

                      20% of amounts due to: Tucker & Latifi, LLP, as Counsel",
                                             Robert L. Tucker, Esq., Tucker &
                                             Latifi, LLP, 160 East 84th Street,
                                             New York, NY 10028

                                      -8-
<PAGE>

                      80% of amounts due to: Paris Hilton Entertainment Inc.
                                             c/o Ms. Wendy White,
                                             250 North Canon Drive, 2nd Floor,
                                             Beverly Hills, CA 90210

                                   ARTICLE 10

                                   Advertising

         Licensee agrees to spend in the United States for "consumer
advertising" (as defined below) * of Net Sales during each Annual Period.

         For the other markets in the Territory, Licensee or its distributors
will jointly spend not less than * of Net sales in such markets during each
Annual Period.

         "Consumer Advertising" shall be understood to include newspapers,
magazines, television, radio, billboards (including related artwork and
production charges for these five categories), retailer demonstration charges,
retailer's catalogues, gifts-with-purchase including the gift aspect of value
sets, direct mail, remittance envelopes, blow-ins, billing inserts (both scented
and unscented), product samples, pamphlets, free goods (including those to
Licensor for events and other public relation activities), window and counter
displays (including testers, dummies, counter cards and other visual aids),
special events, contests, publicity and promotions and cooperative advertising.

                  Licensor undertakes at Licensee's request to make Ms. Paris
Hilton ("PH") available at reasonable intervals and for reasonable periods
(which shall involve a maximum of seven (7) appearances during the first
contract year and a maximum of four (4) appearances each contract year
thereafter) for promotional tie-ins serving to associate PH with the Articles.
Licensee shall also be entitled to the use of PH's likeness for advertising and
promotional purposes upon Licensor's approval first being obtained in each
instance, which approval shall not be unreasonably withheld or delayed. Licensor
shall make every reasonable effort, in light of PH's busy schedule, at the
request of the Licensee, to arrange for PH's cooperation for publicity
photographs, launch parties, personal appearances and radio and TV interviews
(which shall be included in PH's obligations of seven (7) and four (4)
appearances discussed above). Licensee shall reimburse Licensor for the
reasonable costs involved in providing PH plus one other individual, selected by
Licensor, plus her Mother and Father if they wish to attend, with first-class
travel, lodging, food and other related expenses mutually agreed upon in advance
of each appearance attended by PH at Licensee's request. If PH fails to appear
for a scheduled Licensor approved event, Licensee will have the right to deduct
up to $50,000 of its non-refundable out of pocket expenses incurred in
connection with each specific event from the Sales Royalty. The failure to


                                      -9-
<PAGE>

appear at a scheduled event could have a material adverse effect on the
Licensee's ability to market the Articles.

                                   ARTICLE 11

                   Sales Statement; Books and Records; Audits

A.                Sales Statement. Licensee shall deliver to Licensor at the
                  time each Sales Royalty payment is due, a reasonably detailed
                  report signed by a duly authorized officer of Licensee
                  indicating by quarter the Net Sales and a computation of the
                  amount of Sales Royalty payable hereunder for said period.
                  Such statement shall be furnished to Licensor whether or not
                  any Articles have been sold during the period of which such
                  statement is due.

                  Licensee shall deliver to Licensor, not later than ninety (90)
                  days after the close of each Annual Period during the term of
                  this Agreement (or portion thereof in the event of prior
                  termination for any reason), a statement signed by a duly
                  authorized officer relating to said entire Annual Period,
                  setting forth the same information required to be submitted by
                  Licensee in accordance with the first paragraph of this
                  Article and also setting forth the information concerning
                  expenditures for the advertising and promotion of Articles
                  during such Annual Period required by Article 10 hereof.

B.                Books and Records; Audits. Licensee shall prepare and
                  maintain, in such manner as will allow its accountants to
                  audit same in accordance with generally accepted accounting
                  principles, complete and accurate books of account and records
                  (specifically including without limitation the originals or
                  copies of documents supporting entries in the books of
                  account) in which accurate entries will be made covering all
                  transactions, including advertising expenditures, arising out
                  of or relating to this Agreement. Licensee shall keep separate
                  general ledger accounts for such matters that do not include
                  matters or sales related to this Agreement. Licensor and its
                  duly authorized representatives shall have the right, for the
                  duration of this Agreement and for one (1) year thereafter,
                  during regular business hours and upon seven (7) business days
                  advance notice (unless a shorter period is appropriate in the
                  circumstances), to audit said books of account and records and
                  examine all other documents and material in the possession or
                  under the control of Licensee with respect to the subject


                                      -10-
<PAGE>

                  matter and the terms of this Agreement, including, without
                  limitation, invoices, credits and shipping documents, and to
                  make copies of any and all of the above. All such books of
                  account, records, documents and materials shall be kept
                  available by Licensee for at least two (2) years after the end
                  of the Annual Period to which they relate.

         If, as a result of any audit of Licensee's books and records, it is
shown that Licensee's payments were less than the amount which should have been
paid by an amount equal to * or more of the payments actually made with respect
to sales occurring during the period in question, Licensee shall reimburse
Licensor for the cost of such audit and shall make all payments required to be
made to eliminate any discrepancy revealed by said audit within ten (10) days
after Licensor's demand therefor.

                                   ARTICLE 12

                          Indemnification and Insurance

A.                Indemnification of Licensor. Licensee hereby agrees to save
                  and hold Licensor and its agents harmless of and from and to
                  indemnify them against any and all claims, suits, injuries,
                  losses, liability, demands, damages and expenses (including,
                  subject to subparagraph D below, Licensor's reasonable
                  attorneys' fees and expenses) which Licensor may incur or be
                  obligated to pay, or for which either may become liable or be
                  compelled to pay in any action, claim or proceeding against
                  it, for or by reason of any acts, whether of omission or
                  commission, that may be committed or suffered by Licensee or
                  any of its servants, agents or employees in connection with
                  Licensee's performance of this Agreement, including but not
                  limited to those arising out of the alleged defect in any
                  Article produced by Licensee under this Agreement, the
                  manufacture, labeling, sale, distribution or advertisement of
                  any Article by Licensee in violation of any national, state or
                  local law or regulation or the breach of Article 5 hereof. The
                  provisions of this paragraph and Licensee's obligations
                  hereunder shall survive the expiration or termination of this
                  Agreement.

B.                Insurance Policy. Licensee shall procure and maintain at its
                  own expense in full force and effect at all times during which
                  Articles are being sold, with a responsible insurance carrier
                  acceptable to Licensor, a public liability insurance policy
                  including products liability coverage with respect to Articles
                  with a limit of liability not less than $3,000,000. It shall
                  be acceptable if such coverage is provided by a product
                  liability policy and an additional umbrella policy. Such
                  insurance policies shall be written for the benefit of
                  Licensee and Licensor and shall provide for at least thirty


                                      -11-
<PAGE>

                  (30) days prior written notice to said parties of the
                  cancellation or substantial modification thereof. Licensor
                  shall be a named insured on each such policy. Such insurance
                  may be obtained by Licensee in conjunction with a policy which
                  covers products other than Articles.

C.                Evidence of Insurance. Licensee shall, from time to time upon
                  reasonable request by Licensor, promptly furnish or cause to
                  be furnished to Licensor evidence in form and substance
                  satisfactory to Licensor of the maintenance of the insurance
                  required by subparagraph B above, including, but not limited
                  to, copies of policies, certificates of insurance (with
                  applicable riders and endorsements) and proof of premium
                  payments. Nothing contained in this paragraph shall be deemed
                  to limit in any way the indemnification provisions of the
                  subparagraph A above.

D.                Notice. Licensor will give Licensee notice of any action,
                  claim, suit or proceeding in respect of which indemnification
                  may be sought and Licensee shall defend such action, claim,
                  suit or proceeding on behalf of Licensor. In the event
                  appropriate action is not taken by Licensee within thirty (30)
                  days after its receipt of notice from Licensor, then Licensor
                  shall have the right, but not the obligation, to defend such
                  action, claim, suit or proceeding. Licensor may, subject to
                  Licensee's indemnity obligation under subparagraph A above, be
                  represented by its own counsel in any such action, claim, suit
                  or proceeding. In any case, the Licensor and the Licensee
                  shall keep each other fully advised of all developments and
                  shall cooperate fully with each other in all respects in
                  connection with any such defense as is made. Nothing contained
                  in this paragraph shall be deemed to limit in any way the
                  indemnification provisions of the subparagraph A above except
                  that in the event appropriate action is being taken by
                  Licensee by counsel reasonably acceptable to Licensor, with
                  respect to any not-trademark or intellectual property, action,
                  claim, suit or proceeding. Licensor shall not be permitted to
                  seek indemnification from Licensee for attorneys' fees and
                  expenses incurred without the consent of Licensee. In
                  connection with the aforesaid actions, claims and proceedings,
                  the parties shall, where no conflict of interest exists, seek


                                      -12-
<PAGE>

                  to be represented by common reasonably acceptable counsel. In
                  connection with actions, claims or proceedings involving
                  trademark or other intellectual property matters which are
                  subject to indemnification hereunder, Licensor shall at all
                  times be entitled to be represented by its own counsel, for
                  whose reasonable fees and disbursements it shall be entitled
                  to indemnification hereunder.

                                   ARTICLE 13

                                The Licensed Mark

A.                Licensee shall not join any name or names with the Licensed
                  Mark so as to form a new mark, unless and until Licensor
                  consents thereto in writing. Licensee acknowledges the
                  validity of the Licensed Mark, the secondary meaning
                  associated with the Licensed Mark, and the rights of Licensor
                  with respect to the Licensed Mark in the Territory in any form
                  or embodiment thereof and the goodwill attached or which shall
                  become attached to the Licensed Mark in connection with the
                  business and goods in relation to which the same has been, is
                  or shall be used. Sales by Licensee shall be deemed to have
                  been made by Licensor for purposes of trademark registration
                  and all uses of the Licensed Mark by Licensee shall inure to
                  the benefit of Licensor. Licensee shall not, at any time, do
                  or suffer to be done, any act or thing which may in any way
                  adversely affect any rights of Licensor in and to the Licensed
                  Mark or any registrations thereof or which, directly or
                  indirectly, may reduce the value of the Licensed Mark or
                  detract from its reputation. Licensee will use its best
                  efforts to distribute Articles in the proper channels
                  comparable to those of the brands outlined in Article 7 A (i)
                  herein.

B.                At Licensor's request, Licensee shall execute any documents,
                  including Registered User Agreements, reasonably required by
                  Licensor to confirm the respective rights of Licensor and Ms.
                  Paris Hilton in and to the Licensed Mark in each jurisdiction
                  in the Territory and the respective rights of Licensor and
                  Licensee pursuant to this Agreement. Licensee shall cooperate
                  with Licensor, in connection with the filing and the
                  prosecution by Licensor of applications to register or renew
                  the Licensed Mark for Articles sold hereunder in each
                  jurisdiction in the Territory where Licensee has reasonably
                  requested the same. Such filings and prosecution outside the
                  U.S. shall be in the name of Licensor or Ms. Paris Hilton, as
                  they may decide, the expense of which will be split evenly
                  between the Licensor and Licensee. Nothing contained herein
                  shall obligate Licensor to prosecute any trademark application
                  outside the U.S. which is opposed or rejected in any country


                                      -13-
<PAGE>

                  after the application is filed, provided, however, that any
                  such prosecution shall go forward if (a) Licensee requests
                  same; (b) Licensee pays for same directly; and (c) such
                  prosecution is in Licensor's (or Ms. Paris Hilton's) name and
                  directed by Licensor. Licensor shall cooperate fully with any
                  such prosecution.

C.                Licensee shall use the Licensed Mark in each jurisdiction in
                  the Territory strictly in compliance with the legal
                  requirements obtained therein and shall use such markings in
                  connection therewith as may be required by applicable legal
                  provisions. Licensee shall cause to appear on all Articles and
                  on all materials on or in connection with which the Licensed
                  Mark is used, such legends, markings and notices as may be
                  reasonably necessary in order to give appropriate notice of
                  any trademark, trade name or other rights therein or
                  pertaining thereto.

D.                Licensee shall never challenge the validity of the Licensed
                  Mark or any application for registration thereof, or any
                  trademark registration hereof, or any rights of Licensor
                  therein. The foregoing shall not be deemed to prevent Licensee
                  from asserting, as a defense to a claim of breach of contract
                  brought against Licensee by Licensor for failure to perform
                  its obligations hereunder, that its ceasing performance under
                  this Agreement was based upon Licensor's failure to own the
                  Licensed Mark in the United States of America, provided that
                  it is established in a court of law that Licensor does not own
                  the Licensed Mark, that the Licensed Mark is owned by a third
                  party so as to preclude the grant of the license provided
                  herein.

E.                In the event that Licensee learns of any infringement or
                  imitation of the Licensed Mark or of any use by any person of
                  a trademark similar to the Licensed Mark, it promptly shall
                  notify Licensor thereof. In no event, however, shall Licensor
                  be required to take any action if it deems it inadvisable to
                  do so.

F.                Licensor shall not be required to protect, indemnify or hold
                  Licensee harmless against, or be liable to Licensee for, any


                                      -14-
<PAGE>

                  liabilities, losses, expenses or damages which may be suffered
                  or incurred by Licensee as a result of any infringement or
                  allegation thereof by any other person, firm or corporation,
                  other than by reason of Licensor's breach of the
                  representations made and obligations assumed herein. Licensor
                  and Ms. Paris Hilton make no warranties or representations as
                  to the registrability of the Licensed Mark in the various
                  trademark offices around the World, except that Licensor
                  warrants and represents that Ms. Paris Hilton has a pending
                  trademark application for the Licensed Mark in the United
                  States Patent and Trademark Office in International Class 3
                  for fragrances; Serial No. 78/412749. However, Licensor and
                  Ms. Paris Hilton, to the best of their knowledge, are not
                  aware of any registrations or pending registrations in
                  International Class 3 or otherwise, that would preclude or
                  restrict Licensee from selling the Articles anywhere in the
                  Territory.

                                   ARTICLE 14

                              Defaults; Termination

A.                The following conditions and occurrences shall constitute
                  "Events of Default" by Licensee:

                  1.       the failure to pay Licensor the full amount due it
                           under any of the provisions of this Agreement by the
                           prescribed date for such payment; 2. the failure to
                           deliver full and accurate reports pursuant to any of
                           the provisions of this Agreement by the prescribed
                           due date therefore;

                  3.       the making or furnishing of a knowingly false
                           statement in connection with or as part of any
                           material aspect of a report, notice or request
                           rendered pursuant to this Agreement;

                  4.       the failure to maintain the insurance required by
                           Article 12;

                  5.       the use of the licensed mark in an unauthorized or
                           unapproved manner;

                  6.       Licensee's use of other trademarks or in association
                           with the Articles, without prior written consent of
                           Licensor;

                                      -15-
<PAGE>

                  7.       the commencement against Licensee of any proceeding
                           in bankruptcy, or similar law, seeking
                           reorganization, liquidation, dissolution,
                           arrangement, readjustment, discharge of debt, or
                           seeking the appointment of a receiver, trustee or
                           custodian of all or any substantial part of
                           Licensee's property, not dismissed within sixty (60)
                           days, or Licensee's making of an assignment for the
                           benefit of creditors, filing of a bankruptcy
                           petition, its acknowledgment of its insolvency or
                           inability to pay debts, or taking advantage of any
                           other provision of the bankruptcy laws;

                  8.       the material breach of any other material promise or
                           agreement made herein.

B.                In the event Licensee fails to cure (i) an Event of Default
                  within thirty (30) days after written notice of default is
                  transmitted to Licensee under Article 14 A.3, A.5, A.6, or
                  A.7; or (ii) Licensee fails to cure any other Event of Default
                  within sixty (60) days after written notice of default is
                  transmitted to Licensee or within such further period as
                  Licensor may allow, this Agreement shall, at Licensor's
                  option, be terminated, on notice to Licensee, and all the
                  prorated Guaranteed Minimum Royalties for the Annual Period as
                  in Article 8 above shall become due, without prejudice to
                  Licensor's right to receive other payments due or owing to
                  Licensor under this Agreement or to any other right of
                  Licensor, including the right to damages and/or equitable
                  relief.

C.                Upon the termination of this Agreement, in the event this
                  Agreement is not renewed as provided in Article 4 above, or in
                  the event of the termination or expiration of a renewal term
                  of this Agreement, Licensee, except as specified below, will
                  immediately discontinue use of the Licensed Mark, will not
                  resume the use thereof or adopt any colorable imitation of the
                  Licensed Mark or any of its parts, will promptly deliver and
                  convey to Licensor (free of all liens and encumbrances)

                  (i)      all plates, engravings, silk-screens, or the like
                           used to make or reproduce the Licensed Mark and the
                           Designs, but not the bottle mold or tooling which
                           Licensor shall be entitled to purchase or recover as
                           provided below; and

                                      -16-
<PAGE>

                  (ii)     all items affixed with likeness or reproductions of
                           the Licensed Mark, whether Articles, labels, bags,
                           hangers, tags or otherwise, and, upon request by
                           Licensor, will assign to Licensor such rights as
                           Licensee may have acquired in the Licensed Mark. In
                           the event that this Agreement expires or is
                           terminated by Licensor due to Licensee's default,
                           Licensor shall have an option, but not an obligation,
                           to purchase the bottle mold and tooling for the
                           Articles, free of all liens and other encumbrances,
                           at a price equal to Licensee's cost for same
                           established by submission of bill(s) from supplier
                           and satisfactory proof of payment for same. Licensor
                           shall pay such cost as follows: 50% (fifty) at
                           closing and the balance paid by six (6) equal monthly
                           payments. Licensor shall, at the time it exercises
                           its purchase option, enter into a security agreement
                           with Licensee with respect to the mold, which shall
                           entitle Licensee to foreclose on its security
                           interest in the mold in the event Licensor fails to
                           make any installment payment due within fifteen (15)
                           days after receiving notice of default. Licensor
                           shall exercise its aforesaid option within thirty
                           (30) days after Licensee's submission of documents
                           establishing cost. Notwithstanding the foregoing, if
                           Licensor has terminated this Agreement due to
                           Licensee's default, Licensor, at its option, shall be
                           entitled, in exercising its purchase option, to
                           deduct from the cost price an amount equal to the
                           sales and guaranteed minimum royalties Licensor is
                           entitled to recover, for which deduction Licensee
                           shall receive a credit. In the event Licensor
                           exercises its aforesaid option, Licensee shall be
                           precluded forever from using the bottle molds or
                           tools and from selling or otherwise transferring or
                           licensing any rights whatsoever in the molds or tools
                           to any third party. In the event that Licensor does
                           not exercise its aforesaid option, Licensee shall not
                           use the bottle molds or tools or sell or otherwise
                           transfer or license any rights whatsoever in the
                           bottle mold or tools to any third party for a period
                           of two (2) years after the date of termination of the


                                      -17-
<PAGE>

                           fair market value. In the event of any permitted use
                           of the bottle mold and/or tools by Licensee, Licensee
                           shall not use in connection therewith the Licensed
                           Mark, any trademark confusingly similar thereto, any
                           trade dress associated with the Articles, any
                           advertising or promotional materials used in
                           connection with the Articles or any other markings or
                           materials which would cause a reasonable consumer to
                           believe that any new items sold using the bottle mold
                           and tools are authorized by Licensor or in some way
                           associated with the Licensed Mark. Any permitted sale
                           or license of the bottle mold and/or tools by
                           Licensee shall prohibit in writing the purchaser or
                           licensee from using the Licensed Mark, and
                           confusingly similar trademark and any such trade
                           dress, advertising, promotional materials, markings
                           or other materials and shall expressly make Licensor
                           a third party beneficiary of such provision.

                                   ARTICLE 15

                       Rights on Expiration or Termination

A.                If this Agreement expires or is terminated, Licensee shall
                  cease to manufacture Articles (except for work in process or
                  to balance component inventory) but shall be entitled, for an
                  additional period of twelve (12) months only, on a
                  non-exclusive basis, to sell and dispose of its inventory
                  subject, however, to the provisions of paragraph D of this
                  Article. Such sales shall be made subject to all of the
                  provisions of this agreement and to an accounting for and the
                  payment of Sales Royalty thereon but not to the payment of
                  Guaranteed Minimum Royalties. Such accounting and payment
                  shall be made monthly.

B.                In the event of termination in accordance with Article 14
                  above, Licensee shall pay to Licensor, the Sales Royalty then
                  owed to it pursuant to this Agreement or otherwise.

C.                Notwithstanding any termination in accordance with Article 14
                  above, Licensor shall have and hereby reserve all rights and
                  remedies which it has, or which are granted to it by operation


                                      -18-
<PAGE>

                  of law, to enjoin the unlawful or unauthorized use of the
                  Licensed Mark, and to collect royalties payable by Licensee
                  pursuant to this Agreement and to be compensated for damages
                  for breach of this Agreement.

D.                Upon the expiration or termination of this Agreement, Licensee
                  shall deliver to Licensor a complete and accurate schedule of
                  Licensee's inventory of Articles and of related work in
                  process then on hand (including any such items held by
                  Subsidiaries, Affiliates or others on behalf of Licensee)
                  (hereinafter referred to as "Inventory). Such schedule shall
                  be prepared as of the close of business on the date of such
                  expiration or termination and shall reflect Licensee's cost of
                  each such item. Notwithstanding anything contained to the
                  contrary in this Agreement, Licensor thereupon shall have the
                  option, exercisable by notice in writing delivered to Licensee
                  within thirty (30) days after its receipt of the complete
                  Inventory schedule, to purchase any or all of the Inventory,
                  free of all liens and other encumbrances, for an amount equal
                  to Licensee's cost plus 20%. In the event such notice is sent
                  by Licensor, Licensee shall deliver to Licensor or its
                  designee all of the Inventory referred to therein within
                  thirty (30) days after Licensor's said notice and, in respect
                  of any Inventory so purchased, assign to Licensor all then
                  outstanding orders from Licensee to its suppliers and to
                  Licensee from its customers. Licensor shall pay Licensee for
                  such Inventory within twenty (20) days after the delivery of
                  such Inventory to Licensor. No Sales Royalty shall be payable
                  to Licensor with respect to any such inventory purchased by
                  Licensor.

                                   ARTICLE 16

                          Sublicensing and Distribution

A.(i)             The performance of Licensee hereunder is of a personal nature.
                  Therefore, neither this Agreement nor the License or other
                  rights granted hereunder may be assigned, sublicensed or
                  transferred by Licensee, whether to a subsidiary or Affiliate
                  except as approved by Licensor in advance, in writing, which
                  approval will not be unreasonably denied. However, any
                  assignment of this Agreement or the rights granted hereunder
                  must be to an entity with equal or superior financial strength
                  to Licensee.

                                      -19-
<PAGE>

              (ii)Consolidation. Notwithstanding anything contained to the
                  contrary in this Agreement, this Agreement shall not terminate
                  if Licensee is merged or otherwise consolidated into another
                  entity which is the surviving entity of equal or superior
                  financial strength.

B.                Licensee shall be entitled to use distributors in connection
                  with its sale of Articles under this Agreement without
                  approval of Licensor. No such distributor, however, shall be
                  entitled to exercise any of Licensee's rights hereunder except
                  for the sale of Articles which have been approved by Licensor
                  hereunder.

                                   ARTICLE 17

                                  Miscellaneous

A.                Representations. The parties respectively represent and
                  warrant that they have full right, power and authority to
                  enter into this Agreement and perform all of their obligations
                  hereunder and that they are under no legal impediment which
                  would prevent their signing this Agreement or consummating the
                  same. Licensor represents and warrants that it has the right
                  to license the Licensee the Licensed Mark and that Licensor
                  has not granted any other existing license to use the Licensed
                  Mark on products covered hereunder in the Territory and that
                  no such license will be granted during the term of this
                  Agreement except in accordance with the provisions hereof.

B.                Licensor's Rights. Not withstanding anything to the contrary
                  contained in this Agreement, Licensor shall not have the right
                  to negotiate or enter into agreements with third parties
                  pursuant to which it may grant a license to use the Licensed
                  Mark in connection with the manufacture, distribution and/or
                  sale of products covered hereunder in the Territory or provide
                  consultation and design services with respect to such products
                  in the Territory prior to the termination or expiration of
                  this Agreement.

C.                Licensor's Retail Stores. In the event Licensor (or Ms. Paris
                  Hilton) opens one or more retail stores or boutiques selling
                  various products bearing the Licensed Mark, Licensee agrees to
                  sell Articles to Licensor for sale in such stores at the
                  established U.S. retail price for the specific Article, less
                  an additional 75% (seventy-five percent) discount. Licensee
                  further agrees that any sales pursuant to this paragraph shall


                                      -20-
<PAGE>

                  be included in the computation of Net Sales for any applicable
                  Annual Period hereunder.

D.                Governing Law; Entire Agreement. This Agreement shall be
                  construed and interpreted in accordance with the laws of the
                  State of Florida applicable to agreements made and to be
                  performed in said State, contains the entire understanding and
                  agreement between the parties hereto with respect to the
                  subject matter hereof, supersedes all prior oral or written
                  understandings and agreements relating thereto and may not be
                  modified, discharged or terminated, nor may any of the
                  provisions hereof be waived, orally.

E.                No Agency. Nothing herein contained shall be construed to
                  constitute the parties hereto as partners or as joint
                  venturers, or either as agent of the other, and licensee shall
                  have no power to obligate or bind Licensor in any manner
                  whatsoever.

F.                No Waiver. No waiver by either party, whether express or
                  implied, of any provision of this Agreement, or of any breach
                  or default thereof, shall constitute a continuing waiver of
                  such provision or of any other provision of this Agreement.
                  Acceptance of payments by Licensor shall not be deemed a
                  waiver by Licensor of any violation of or default under any of
                  the provisions of this Agreement by Licensee.

G.                Void Provisions. If any provision or any portion of any
                  provision of this Agreement shall be held to be void or
                  unenforceable, the remaining provisions of this Agreement and
                  the remaining portion of any provision held void or
                  unenforceable in part shall continue in full force and effect.

H.                Construction. This Agreement shall be construed without regard
                  to any presumption or other rule requiring construction
                  against the party causing this Agreement to be drafted. If any
                  words or phrases in this Agreement shall have been stricken
                  out or otherwise eliminated, whether or not any other words or
                  phrases have been added, this Agreement shall be construed as
                  if those words or phrases were never included in this
                  Agreement, and no implication or inference shall be drawn from
                  the fact that the words or phrases were so stricken out or
                  otherwise eliminated.

I.                Force Majeure. Neither party hereto shall be liable to the
                  other for delay in any performance or for the failure to
                  render any performance under the Agreement (other than payment


                                      -21-
<PAGE>

                  to any accrued obligation for the payment of money) when such
                  delay or failure is by reason of lockouts, strikes, riots,
                  fires, explosions, blockade, civil commotion, epidemic,
                  insurrection, war or warlike conditions, the elements,
                  embargoes, act of God or the public enemy, compliance with any
                  law, regulation or other governmental order, whether or not
                  valid, or other similar causes beyond the control of the party
                  effected. The party claiming to be so affected shall give
                  notice to the other party promptly after it learns of the
                  occurrence of said event and of the adverse results thereof.
                  Such notice shall set forth the nature and extent of the
                  event. The delay or failure shall not be excused unless such
                  notice is so given. Notwithstanding any other provision of
                  this Agreement, either party may terminate this Agreement if
                  the other party is unable to perform any or all of its
                  obligations hereunder for a period of six (6) months by reason
                  of said event as if the date of termination were the date set
                  forth herein as the expiration date hereof. If either party
                  elects to terminate this Agreement under this paragraph,
                  Licensee shall have no further obligations for the Guaranteed
                  Minimum Royalty beyond the date of termination (which shall be
                  prorated if less than an Annual Period is involved) and shall
                  be obligated to pay any Sales Royalty which is then due or
                  becomes due.

J.                Binding Effect. This Agreement shall inure to the benefit of
                  and shall be binding upon the parties, their respective
                  successors, Licensor's transferees and assigns and Licensee's
                  permitted transferees and assigns.

K.                Resolution of Disputes. Any controversy or claim arising our
                  of, in connection with, or relating to this Agreement, shall
                  be determined by arbitration by a three person arbitration
                  panel at the office of the American Arbitration Association.
                  Both Parties shall share equally the cost of such arbitration
                  (except each shall bear its own attorney's fees). Any decision
                  rendered by the arbitrators shall be final and binding, and
                  judgment may be entered in any court having jurisdiction.

L.                Consolidation. Notwithstanding anything contained to the
                  contrary in this Agreement (a) this Agreement shall not
                  terminate if Licensor is merged or otherwise consolidated into
                  another entity which is the surviving entity. (b) Licensor
                  shall be entitled to assign this Agreement to any Corporation
                  to which the Trademark is assigned.

                                      -22-
<PAGE>

M.                Survival. The provisions of Articles 11, 12A, 12D, 13, 15, 16,
                  and 17 shall survive any expiration or termination of this
                  Agreement.

N.                Paragraph Headings. The paragraph headings in this Agreement
                  are for convenience of reference only and shall be given no
                  substantive effect.

                                   ARTICLE 18

                                     Notices

         Any notice or other communications required or permitted by this
Agreement to be given to a party will be in writing and will be considered to be
duly given when sent by any recognized overnight courier service to the party
concerned to the following persons or addresses (or to such other persons or
addresses as a party may specify by notice to the other):

TO LICENSOR                  Ms. Paris Hilton c/o Ms. Wendy White
                             250 North Canon Dr. 2nd Floor,
                             Beverly Hills, CA 90210

WITH A COPY TO:              Robert L. Tucker, Esq.,  Tucker & Latifi, LLP
                             160 East 84th Street, New York, NY 10028
                             Tel: 212-472-6262; Fax: 212-744-6509.
                              RTucker@TuckerLatifi.com

TO LICENSEE                  PARLUX FRAGRANCES, INC.
                             3725 SW 30TH Avenue
                             Ft. Lauderdale, Florida, 33312
                             Attention: Ilia Lekach
                             Chairman & CEO
                             Fax : (954)  316-8155

WITH A COPY TO:              Bingham McCutcheon LLP
                             399 Park Avenue
                             New York, New York 10022
                             Attention: Francis A. Fuselier, Esq.
                             Fax: (212) 752-5378

                                      -23-
<PAGE>

         Notice of the change of any such address shall be duly given by either
party to the other in the manner herein provided.

PARLUX FRAGRANCES, INC.


BY:   /s/ Frank A. Buttacavoli                              Date: May 27, 2004
      --------------------------------------------
      Frank A. Buttacavoli
      Title: Executive Vice President / COO / CFO


PARIS HILTON ENTERTAINMENT INC.


BY:   /s/ Paris Hilton                                      Date: May 21, 2004
      ---------------------------------
      Paris Hilton

         Compliance with the terms of this Agreement shall constitute compliance
with the terms of the Master License. In the event of a termination of the
Master License granted to Licensor, prior to the expiration of this Agreement
(and any extensions thereof) Ms. Paris Hilton warrants and represents that the
successor entity to the rights to the PARIS HILTON trademark shall assume the
obligations and succeed to the rights of the Licensor and the rights of Licensee
shall continue unaffected.

ACKNOWLEDGE and APPROVED:

/s/ Paris Hilton
--------------------
Paris Hilton
Dated:  May 21, 2004


                                      -24-