EXHIBIT 10.90


                                LICENSE AGREEMENT

                                      among

                       DIANE VON FURSTENBERG STUDIO, L.P.


                             INTER PARFUMS USA, LLC

                                       and

                               INTER PARFUMS, INC.


                                Dated 29 May 2002



<PAGE>


EXHIBIT 10.90


                                LICENSE AGREEMENT


         AGREEMENT made this 29th day of May, 2002,  among Diane Von Furstenberg
Studio, L.P., a Connecticut limited partnership  ("Licensor"),  with its offices
at Cloudwalk Farm, Aspetuck Road, New Milford, CT 06776; INTER PARFUMS USA, LLC,
a New York limited liability company ("Licensee"), with its offices at 551 Fifth
Avenue,  New  York,  New  York  10176;  and  INTER  PARFUMS,  INC.,  a  Delaware
corporation  ("Guarantor"),  with its offices at 551 Fifth Avenue,  New York, NY
10176.

                              W I T N E S S E T H:

         WHEREAS,  Licensee,  a  wholly-owned  subsidiary of Guarantor,  has the
ability,  knowledge and  experience to create,  develop,  manufacture,  produce,
market,  distribute  and sell  fragrances  and  cosmetics in the  Territory,  as
hereinafter defined; and

         WHEREAS,  Licensor and Licensee have  negotiated  the terms pursuant to
which Licensee will create, develop,  manufacture,  produce, market,  distribute
and sell the Products,  as hereinafter defined, upon the terms and conditions as
stated herein.

         NOW,  THEREFORE,  in consideration of the mutual covenants,  conditions
and promises contained herein, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 AFFILIATES.  An "Affiliate," in the case of Licensor, shall mean an
entity or person which directly or indirectly controls or is controlled by or is
under common control with Licensor, and, in the case of Licensee,  shall mean an
entity or person which directly or indirectly controls or is controlled by or is
under common control with Licensee.

         1.2 ANNUAL  PERIOD.  The first "Annual  Period"  shall  commence on the
Effective  Date, as  hereinafter  defined,  and continue until 31 December 2004,
which consists of eighteen (18) months for product development and thirteen (13)
months of marketing and sales.  Thereafter,  each  succeeding  twelve (12) month
period commencing on each January 1st during the term of this Agreement shall be
a new Annual Period.

         1.3 AUTHORIZED CHANNELS OF DISTRIBUTION.  The term "Authorized Channels
of Distribution" shall mean, with respect to:

         (a) Mass  Market  Products,  as  hereinafter  defined,  all mass market
wholesalers  and  retailers  such  as mass  merchandisers,  drug  store  chains,
specialty store chains and supermarket chains; and

<PAGE>


         (b) Prestige  Products,  as hereinafter  defined,  those upscale retail
outlets,  specialty  stores,  and department  stores which have a prestige level
greater than J.C. Penney (by way of illustration, as of the Effective Date, Saks
Fifth Avenue, Neiman Marcus,  Bergdorf Goodman,  Scoop and Henri Bendel would be
within the Authorized  Channels of Distribution for Prestige  Products and Sears
would not.)

         1.4 EFFECTIVE DATE. "Effective Date" shall mean June 1, 2002.

         1.5 LICENSED MARKS.  "Licensed  Marks" shall mean the trademarks in any
form or embodiment thereof, as set forth in SCHEDULE 1.5.

         1.6 NET SALES.  "Net Sales" shall mean the invoiced  amount of Products
shipped or sold by Licensee or any of its Affiliates,  to a non-Affiliate,  less
the  following  deductions:  (i)  returns;  (ii)  customary  trade and  quantity
discounts, and customary allowances (including store sales commissions,  but not
including advertising  allowances);  and (iii) freight (to the extent separately
stated on such invoice).

         1.7  MASS  MARKET  PRODUCTS.  "Mass  Market  Products"  shall  mean all
Products,  as hereinafter  defined,  which are sold under the "Tatiana" Licensed
Mark or under any New Marks, as hereinafter  defined,  used for similarly priced
or lower priced Products.

         1.8 NEW MARKS.  "New Marks" shall mean such additional  trademarks,  if
any,  other than the Licensed  Marks,  registered  in the name of Licensor or an
Affiliate of Licensor for use in connection with the marketing, distribution and
sale of Products, in accordance with the agreement of both parties.

         1.9 PRESTIGE PRODUCTS.  "Prestige Products" shall mean all Products, as
hereinafter  defined,  which are sold under the "Diane Von  Furstenberg"  or the
"DVF" Licensed Mark, or under any New Marks used for similarly  priced or higher
priced Products.

         1.10  PRODUCTS.  "Products"  shall mean any and all  products  for men,
women and children  approved for such use by Licensor and using a Licensed  Mark
or a New Mark in any one or more of the  following  three  (3)  categories:  (i)
fragrance and bath and body products (including perfume, eau de toilette, eau de
cologne and deodorants), (ii) skin care and (iii) color cosmetics.

         1.11     TERRITORY.  "Territory" shall mean the world.

                                   ARTICLE II

                              GRANTS AND COVENANTS

         2.1      GRANT OF RIGHTS; BEST EFFORTS OF LICENSEE.

         (a) Subject to the terms and conditions hereof,  Licensor hereby grants
to Licensee the exclusive  right,  from the Effective Date until  termination or
expiration of this Agreement, to create, develop, manufacture,  produce, market,
distribute  and sell the Products in the Territory,  and Licensee  agrees to use
its best efforts,  consistent with good business practices,  to create,


* Excised.


                                       2
<PAGE>

develop, manufacture, produce, market, distribute and sell the maximum amount of
Products in the Territory.

         (b)  Licensee  shall  distribute  and sell  Mass  Market  Products  and
Prestige  Products solely through  Authorized  Channels of Distribution for each
such respective Product group.

         (c)  Licensee  shall  have  the  fragrance  oil  of  Prestige  Products
developed in France.

         2.2  RETENTION  OF  RIGHTS.  Licensor  shall  retain any and all rights
whatsoever not expressly granted herein.

         2.3 PROHIBITED ACTION.  Licensee covenants and agrees that it shall not
engage  in any acts or  conduct  and  shall  not make any  statement  which  can
reasonably  be expected  to have an adverse  affect on the  business,  financial
condition or reputation of Licensor, any of the Licensed Marks or any of the New
Marks.

         2.4  RELATIONSHIP  OF  LICENSOR  AND  LICENSEE.  Each of  Licensee  and
Licensor  shall be an  independent  contractor and not be considered an agent of
the other.  Under no  circumstances  shall either  Licensee or Licensor have, or
claim to have,  power of  decision  in any  activities  on behalf of the  other,
except as specifically set forth herein.

         2.5  DISTRIBUTION.   Licensee  shall  have  the  right  to  enter  into
distribution  agreements  (the  "Distribution   Agreements")  with  distributors
("Distributors")  for the distribution (but not the manufacture) of the Products
in the Territory on the following conditions:

         (a)  Licensee  remains   primarily   obligated  under,  and  each  such
Distributor agrees in writing to be bound by, this Agreement; and

         (b) each  Distribution  Agreement  will be subject to the  approval  of
Licensor.

         2.6  LICENSOR'S  RIGHTS.  Licensor  shall  have  the  right to sell the
Products on its web site (the "Web Site"),  in its free  standing  retail stores
and in its outlet stores,  PROVIDED THAT Licensor purchases Products solely from
Licensee. All purchases of Products by said retail stores, by said outlet stores
and by the Web Site  shall be on the  terms  agreed  to by such  customers  with
Licensee,  except  that,  in  consideration  of the license  granted by Licensor
hereunder,  the  price to be paid  shall be  equal to the  Licensee's  suggested
retail price of such Products less _____*, otherwise, the terms shall be no less
favorable to the retail stores, the outlet stores and the Web Site than the best
terms offered by Licensee to any other retail customer of Products.

         2.7  LICENSOR'S  REPUTATION.  In the event  Licensor  has a good  faith
belief that its reputation  has been tarnished  solely as the result of the sale
of Mass  Market  Products,  then in  such  event,  at the  option  of  Licensor,
exercisable by written notice to Licensee,  Licensee shall no longer use or have
the right to use the name Diane Von Furstenberg in any manner in connection with
the marketing, distribution, promotion or sale of Mass Market Products, with the
exception of the existing inventory, work in progress,  components and component
purchase  orders that Licensee  cannot cancel without  incurring a penalty;  and
upon  such  notice,  notwithstanding  anything  to  contrary  contained  in this
Agreement, any and all future Minimum Net Sales


* Excised.

                                       3
<PAGE>


Requirements,  minimum  Advertising  requirements,  and Minimum  Annual  Royalty
requirements  shall immediately  become void and of no further force and effect,
without any further action by either Licensor or Licensee.

                                   ARTICLE III

                  APPROVALS OF LICENSOR; PRODUCT DEVELOPMENT,
                       MANUFACTURING, SALES AND MARKETING

         3.1  APPROVALS.  Whenever  approval of Licensor is required  under this
Agreement,  it shall not be unreasonably withheld or delayed, and once provided,
shall not be withdrawn. Any attempted withdrawal of approval previously provided
shall be of no force and effect.  Notices  denying  approval shall set forth, in
reasonably appropriate detail, the reasons for the denial.

         3.2 TIME FOR APPROVAL.  Whenever approval of Licensor is required under
this  Agreement,  Licensee shall notify  Licensor  fifteen (15) days before such
approval is due. If such  approval is not granted  within such  fifteen (15) day
period, then Licensee may give Licensor a second notice requesting approval.  If
such approval is not denied by Licensor within an additional  three (3) business
days after such second notice from Licensee  requesting  approval is received by
Licensor, it shall be deemed approved.

         3.3 PRODUCT  CONCEPT AND  CREATION.  Licensee  shall,  at its  expense,
create and  develop  the  Products,  which  shall be subject to the  approval of
Licensor at each stage of  production;  and  Licensee  shall  provide  notice to
Licensor at each stage of production, as follows:

          o    Product concept,
          o    bottle design and styling,
          o    development and choice of fragrance,
          o    development and choice of packaging,
          o    choice of the Product name.

         3.4 PRODUCTION AND MANUFACTURING OF PRODUCTS.

         (a) Subject to the other  provisions of this Agreement,  Licensee shall
retain  complete  control  of all  stages of  manufacturing  and  production  of
Products;  and Licensee shall have the right to select  subcontractors to supply
components (fragrances, oils, molds, caps, pumps, boxes, packing, labels, ETC.),
and filling and packaging services. In furtherance thereof,  Licensee shall have
the right to subcontract  with third parties any or all of the  development  and
manufacturing of the Products.  Licensee shall use reasonable  efforts to insure
that all of its  subcontractors for Products shall not sell Products produced by
them  other  than to  Licensee  and also  shall  not to use any  child  labor in
connection  with the  production  of  Products  or  violate  any  labor  laws in
connection therewith.

         (b) Licensee shall provide Licensor,  for verification  purposes,  with
samples of the Products before production for commercial distribution.  Licensee
further  undertakes to  distribute,  market and sell only Products in conformity
with the prototype approved by Licensor.

* Excised.


                                       4
<PAGE>


         (c) The contents and  workmanship of the Products shall be at all times
of high quality, consistent with the reputation,  image and prestige of Licensor
and of the Licensed  Marks.  The Products and all packaging  and labeling  shall
comply with all applicable laws and regulations.

         (d) Licensee agrees to launch its first Prestige Product not later than
eighteen (18) months from the Effective Date.

         3.5 MARKETING, ADVERTISING AND PROMOTION.

         (a) Licensee  shall create and produce all marketing,  advertising  and
promotion for the Prestige Products  (collectively  "Advertising").  Advertising
shall consist of media  expense  (E.G.,  magazines,  newspapers,  radio,  ETC.);
point-of-sale  materials (E.G., shop windows,  displays,  stands, blotter cards,
banners, gifts with purchase programs, samples, miniatures,  testers, ETC.); and
public relations and promotional  expenses such as co-operative  advertising and
trade  advertising.  All of the  foregoing  shall be subject to the  approval of
Licensor.

         (b) Licensee, jointly with its Distributors, shall spend on Advertising
of Prestige Products during each Annual Period,  not less than ________* percent
of Net Sales of Prestige Products during such Annual Period. Licensee shall have
no obligation to spend any sums on Advertising for Mass Market Products.

         (c) Each of Licensee and Licensor  covenants  and agrees with the other
that, in order to assist with  marketing  and  promotion of the  Products,  each
shall make  available  to the other any and all artwork,  prints,  forms and the
like relating to the Licensed Mark that it has in its  possession or to which it
has access.

         3.6 GIFTS WITH PURCHASE PROMOTIONS. In connection with its marketing of
the Products, Licensee shall develop gift with purchase promotions,  wherein the
items used as the gift  components of the promotions are items not  constituting
Products, but which bear a Licensed Mark. Gift with purchase promotions shall be
subject to the approval of Licensor.  Licensor  shall have the right to purchase
Products from Licensee at a price to be agreed upon for use by Licensor as gifts
with purchase in connection with promotions of other products of Licensor.

         3.7  MINIMUM  NET SALES  REQUIREMENTS.  Licensee  agrees to fulfill the
minimum Net Sales  requirements  set forth in SCHEDULE 3.7 hereof  ("Minimum Net
Sales Requirements").

         3.8  CLOSE-OUTS.  Licensee  shall  have the right to sell  discontinued
lines of Products at close-out prices, PROVIDED THAT, such sales are made solely
to customers not within the Authorized Channels of Distribution.

                                   ARTICLE IV

                           INDEMNIFICATION; INSURANCE

         4.1 BY LICENSEE.  Licensee hereby agrees to indemnify and hold harmless
Licensor,  and its  Affiliates,  officers and directors from and against any and
all losses, claims,  damages or liabilities,  joint or several, to which they or
any of them may become subject whether as a result


                                       5

* Excised.

<PAGE>


of any third party claim or otherwise  (including any action, suit or proceeding
among Licensor,  Licensee and any indemnified person, whether on account of this
contract or otherwise), and to reimburse each such person so indemnified for any
legal fees,  costs and expenses  (including  the cost of any  investigation  and
preparation)  reasonably  incurred by them or any of them in connection with any
claim or litigation,  whether or not resulting in any liability, insofar as such
losses, claims, damages,  liabilities,  or litigation arises out of or are based
upon any breach of  warranty  or  representation  by  Licensee or the failure by
Licensee to fulfill any covenant, agreement or condition contained herein.

         4.2 BY LICENSOR.  Licensor hereby agrees to indemnify and hold harmless
Licensee,  and its  Affiliates,  officers and directors from and against any and
all losses, claims,  damages or liabilities,  joint or several, to which they or
any of them may become  subject  whether as a result of any third party claim or
otherwise (including any action, suit or proceeding among Licensee, Licensor and
any indemnified person,  whether on account of this contract or otherwise),  and
to  reimburse  each such person so  indemnified  for any legal  fees,  costs and
expenses  (including the cost of any investigation  and preparation)  reasonably
incurred  by them or any of them in  connection  with any  claim or  litigation,
whether or not  resulting in any  liability  insofar,  as such  losses,  claims,
damages,  liabilities,  or litigation arises out of or are based upon any breach
of warranty or  representation by Licensor or the failure by Licensor to fulfill
any covenant, agreement or condition contained herein.

         4.3 NOTICE OF AND DEFENSE AGAINST CLAIMS.  Promptly after receipt by an
indemnified party under ARTICLE 4.1 or ARTICLE 4.2 above of notice of the making
of any claim or the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the  indemnifying  party,  send
notice  thereof  to the  indemnifying  party;  but the  omission  to notify  the
indemnifying  party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this section. In case any such action
shall  be  brought  against  any  indemnified  party,  and it shall  notify  the
indemnifying party of the commencement  thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it shall wish, to assume the
defense thereof,  with counsel satisfactory to such indemnified party, and after
notice from the indemnifying  party to such indemnified party of its election so
to assume the defense  thereof,  the  indemnifying  party shall not be liable to
such  indemnified  party  under  ARTICLE  4.1 or ARTICLE 4.2 for any legal fees,
costs, or expenses subsequently incurred directly by the indemnified party after
the date such notice is given by such  indemnified  party in connection with the
defense  thereof  for  other  than  reasonable   costs  of   investigation.   No
indemnifying  party  shall be liable for any  settlement  of any claim or action
pursuant to this ARTICLE IV effected  without the prior written  consent of such
indemnifying party;  PROVIDED,  HOWEVER, that if the indemnifying party does not
consent to a settlement,  the indemnified party may nevertheless settle,  unless
the  indemnifying  party  secured  the  indemnified  party  against  loss to the
indemnified party's reasonable satisfaction.

         4.4 INSURANCE.  Licensee covenants and agrees with Licensor to maintain
at its own expense,  a vendor broad form product  liability  insurance policy in
the face amount of not less than  U.S.$3,000,000.00.  Such  insurance  policy of
Licensee shall name Licensor as an additional insured, and shall provide for not
less  than  thirty  (30)  days'  prior  written  notice to both  parties  of the
cancellation  or  substantial  modification  thereof.  Licensee  shall deliver a
certificate  of such  insurance  to  Licensor  promptly  upon  issuance  of said
insurance policy and, from time to time

*Excised.

                                       6
<PAGE>


upon reasonable request by Licensor, Licensee shall promptly furnish to Licensor
evidence of the maintenance of said insurance policy.  Nothing contained in this
ARTICLE  4.4 shall be deemed  to  limit,  circumscribe  or affect in any way the
indemnification provided for in this ARTICLE IV. If Licensee fails to deliver to
Licensor  proof of the issuance of such a policy or its renewal,  then  Licensor
may obtain such policy and shall be  reimbursed  by Licensee  forthwith  for the
cost thereof.

         4.5  SURVIVAL.   The  provisions  of  this  ARTICLE  IV  shall  survive
termination of this Agreement.

                                    ARTICLE V

                          TRADEMARKS, TRADE DRESS, ETC.

         5.1 TRADEMARKS.

         (a) Licensor  warrants and  represents to Licensee that Licensor is the
owner of all  right,  title  and  interest  in and to the  registrations  of the
Licensed Marks in International  Class 3 in the  jurisdictions  set forth in the
annexed  SCHEDULE  5.1, and Licensor  has no knowledge  that the Licensed  Marks
infringe upon any other trademark. The rights granted Licensee in this Agreement
are  exclusive  and  have  not  been  granted  to  any  third  party.   Licensee
acknowledges that Licensor is the owner of all right,  title and interest in and
to the Licensed  Marks and is also the owner of the  goodwill  attached or which
shall become  attached to the Licensed Marks in connection with the business and
good will in relation to which the same have been,  are 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  Marks by Licensee  shall
inure to the benefit of Licensor.

         (b) At  Licensor's  request,  Licensee  shall  execute  any  documents,
including registered user agreements, reasonably required by Licensor to confirm
Licensor's  ownership  of  all  rights  in and to the  Licensed  Marks  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  prosecution by Licensor of  applications in Licensor's name
to  register  the  Licensed  Marks  for  Products  in each  jurisdiction  in the
Territory and the  maintenance and renewal of such  registrations  as may issue.
For each  Licensed  Mark,  Licensor  shall  bear the first  ______* in costs and
expenses associated with such filings, and Licensee shall bear the excess costs,
if any.  Licensee shall not use any Licensed Mark, nor may any Products  bearing
such  Licensed Mark be  advertised,  marketed or offered for sale in any country
where such Licensed Mark has not been registered in International  Class 3 or an
application for such registration has not been filed.

         (c) Licensee  covenants  and agrees with Licensor that Licensee and its
Affiliates shall use the Licensed Marks in each jurisdiction in the Territory in
compliance with the legal  requirements in such  jurisdiction.  Neither Licensee
nor its Affiliates  shall challenge  Licensor's  ownership of or the validity of
any Licensed Mark or any New Mark or any application for  registration  thereof,
or any trademark  registration  thereof, or any rights of Licensor therein;  and
this obligation shall survive the expiration or termination of this Agreement.

*Excised.


                                       7
<PAGE>


         (d) Licensor  agrees that at the request and expense of  Licensee,  but
subject to the approval of Licensor,  Licensor  shall use its good faith efforts
to  create  or  obtain  and  register  one (1) or more New  Marks in the name of
Licensor or an Affiliate of Licensor for use in connection  with the  marketing,
distribution and sale of Products.

         5.2 INFRINGEMENTS.

         (a) Licensee shall cooperate with Licensor in stopping infringements of
the Licensed Marks and the New Marks,  as a result of any agreement with a third
party arising out of this Agreement, but solely Licensor shall have the right to
prosecute  such  infringements,  and to decide when and where to take action and
which action to take, unless otherwise agreed in writing by both parties.

         (b) To this end,  each party  hereto  shall  promptly  inform the other
party  of each  such  infringement  of any  Licensed  Mark or New  Mark by third
parties in the Territory which comes to its knowledge.  As between  Licensor and
Licensee,  any and all  revenues  stemming  from such  actions  to  recover  for
infringements within the Territory shall be the sole property of Licensor.

         (c) Licensee  covenants  and agrees with Licensor that Licensee and its
Affiliates shall not:

                  (i)  permit  the  Licensed  Marks or New Marks to  suffer  any
liens,  pledges,  charges,  security  interests,  encumbrances,  title retention
agreements, options, equities or restrictions of any kind whatsoever;

                  (ii)  assign,  transfer or convey any interest in the Licensed
Mark or New Marks;

                  (iii) amend, modify, alter or change in any manner whatsoever,
any Licensed Mark or New Mark;

                  (iv) combine in any manner any Licensed  Mark or New Mark with
any other trademark;

                  (v)  register  any  Licensed  Mark or New  Mark in the name of
Licensee or any of its Affiliates; or

                  (vi) use any Licensed  Mark or New Mark,  in whole or in part,
as a corporate name, trade name or otherwise.

         5.3 COPYRIGHTS AND TRADE DRESS.

         (a) Licensee shall have the right to create  containers,  packaging and
advertising for use in connection with the marketing,  distribution  and sale of
Products,  as well as bottles for fragrance  Products which shall be unique. All
such items shall be subject to the prior written approval of Licensor.  Licensee
covenants  and  agrees  with  Licensor  that  such  trade  dress  shall  not  be
confusingly similar to any other trade dress.

*Excised.


                                       8
<PAGE>


         (b) Any copyright which may be created in any packaging,  bottle, label
or the like  designed  under this  Agreement  shall be the property of Licensor.
Licensee  shall not, at any time,  do or cause to be done any act or thing which
may adversely affect any rights of Licensor in such packaging,  bottles,  labels
and the like, including, without limitation,  filing any application in its name
to record  any  claims  to  copyrights  in  Products,  and  shall do all  things
reasonably required by Licensor to preserve and protect said rights,  including,
without  limitation,  placing the  copyright  notice  specified by the Universal
Copyright  Convention or other applicable  treaty or statute on all Products and
the  packaging,  bottles and labels  thereof,  and  executing  any  documents as
Licensor may reasonably request transferring such copyrights to Licensor.

                                   ARTICLE VI

                                    ROYALTIES

         6.1 SALES ROYALTY.  In consideration of the license granted  hereunder,
Licensee  shall pay to Licensor  the  following  royalties on all Net Sales (the
"Sales Royalty"):

         (a) for Mass Market Products: _______* percent of Net Sales; and

         (b) for Prestige Products: _______* percent of Net Sales.

         6.2 MINIMUM ANNUAL  ROYALTY.  In  consideration  of the license granted
hereunder,  Licensee shall pay to Licensor for each Annual Period minimum annual
royalties as set forth in SCHEDULE 6.2 ("Minimum Annual Royalties").

         6.3 PAYMENT OF ROYALTIES.

         (a) Payments  required of Licensee  hereunder shall be made to Licensor
in United States Dollars. The Sales Royalty payable with respect to Net Sales in
currencies  other than United States  Dollars  during any  quarterly  accounting
period shall be computed on the basis of the  conversion  rate of the applicable
currencies  into United States  Dollars  quoted in The Wall Street Journal as of
the close of business on the last business day of the applicable quarter.

         (b) (i) With respect to the first  Annual  Period,  the Minimum  Annual
Royalty shall be paid upon the execution and delivery of this Agreement, and the
Sales Royalty shall be accounted for and paid quarterly,  within forty five (45)
days after the close of each of the last four (4)  three-month  periods  (each a
"quarter").

                  (ii) With respect to each subsequent Annual Period,  the Sales
Royalty  hereunder  shall be accounted for, and the Sales Royalty and/or Minimum
Annual Royalty hereunder shall be paid,  quarterly,  within forty five (45) days
after the close of each  quarter  of each  Annual  Period.  The  Minimum  Annual
Royalty shall be payable in four (4) equal installments.

                  (iii) The Sales Royalty  payable for each quarter  during each
Annual  Period  shall be computed  on the basis of Net Sales  during the elapsed
portion of the Annual Period,  and credited against the Minimum Annual Royalties
due.

*Excised.


                                       9
<PAGE>


         (c) The amount of Sales Royalty paid for any Annual Period in excess of
the Minimum Annual  Royalty  required to be paid for any such Annual Period (the
"Excess Royalty Payment"), shall be credited against

                  (i) the Minimum Annual Royalty due for the next Annual Period,
solely to the extent  that the Minimum  Annual  Royalty to be paid for such next
Annual Period exceeds the Sales Royalty due for such next Annual Period; and

                  (ii) the Sales  Royalty due for the Annual Period in which the
Excess Royalty Payment is paid,  solely to the extent the Minimum Annual Royalty
paid for the  immediately  preceeding  Annual Period  exceeded the amount of the
Sales Royalty due for such Annual Period (the "Shortfall Royaly Payment").

                                   ARTICLE VII

                           BOOKS, RECORDS AND REPORTS

         7.1 STATEMENTS.

         (a) Licensee  shall  deliver to Licensor at the time each Sales Royalty
payment is due, a statement  signed by Licensee  indicating,  by quarter  Annual
Period,  (i) the aggregate invoice price of each category of Products shipped or
sold during the period covered by such Sales Royalty payment; (ii) the aggregate
amount of returns, of discounts and of allowances which properly may be deducted
from  gross  sales,  (iii)  Net  Sales  of each  Product  category;  and  (iv) a
computation  of  the  amount  of  Sales  Royalty   payable   hereunder  for  the
quarter-annual   period.   Such   statement   shall  be  furnished  to  Licensor
irrespective  of the quantity of Products  that have been sold during the period
for which such statement is due.

         (b) 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 and certified as accurate by its chief financial officer relating to such
Annual  Period,  setting  forth the  information  required  to be  submitted  by
Licensee in  accordance  with  ARTICLE  7.1(A)  above and the  aggregate  amount
expended by Licensee and its  Distributors  for  Advertising  during such Annual
Period.

         7.2 BOOKS AND RECORDS. Licensee shall prepare and maintain 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)  covering  all  transactions  arising  out of or  relating  to this
Agreement.  Licensor  and its duly  authorized  representatives  shall  have the
right,  exercisable  not more than  once  every  Annual  Period  during  regular
business  hours,  for the  duration  of this  Agreement  and for three (3) years
thereafter,  to audit said books of account  and  records  and  examine and make
copies of all documents  and material in the  possession or under the control of
Licensee  with  respect to the subject  matter and the terms of this  Agreement,
including,  without limitation,  invoices,  credits and shipping documents.  All
such books of account, records and documents shall be kept available by Licensee
for three (3) years after the end of the Annual Period to which they relate.

*Excised.


                                       10
<PAGE>


         7.3 AUDITS.  If  Licensee's  payment or  aggregate  of payments for any
period  covered by an audit of  Licensee's  books and  records was less than the
amount  which  should  have been paid by a sum equal to  ______*  or more of the
amount of payment(s)  actually  made with respect to such period,  then Licensee
shall  reimburse  Licensor  for the cost of such audit,  shall make all payments
required to be made to eliminate any  discrepancy  revealed by said audit within
thirty (30) days after Licensor's demand therefor.

         7.4 SURVIVAL.  The provisions of and the rights and  obligations of the
parties under  ARTICLE VII of this  Agreement  shall  survive the  expiration or
termination hereof.

                                  ARTICLE VIII

                              TERM AND TERMINATION

         8.1 INITIAL TERM.  The initial term hereof (the  "Initial  Term") shall
commence on the  Effective  Date and,  unless sooner  terminated as  hereinafter
provided, shall continue for a period of seven (7) consecutive Annual Periods.

         8.2  RENEWAL  TERMS.  Licensee  shall  have the  option  to renew  this
Agreement for three (3)  consecutive  renewal terms,  each consisting of two (2)
consecutive Annual Periods (each a "Renewal Term"),  after the expiration of the
Initial Term, if:

         (a) Written  notice of the election to exercise such option is given to
Licensor  not less  than six (6)  months  prior  to the  expiration  of the then
current Term; and

         (b) Licensee is in compliance  with all of the terms and  conditions of
this  Agreement  both at the time the option is exercised and on the last day of
the then  current  Annual  Period.  In the event  that Net Sales  when  actually
determined, during the last year two years of the Initial Term are less than the
applicable  Minimum Sales  Requirements for such years,  Licensor shall have the
right to terminate  this Agreement on six (6) months written notice to Licensee,
notwithstanding any prior renewal by Licensee.

         8.3 TERMINATION.

         (a) Without prejudice to any other rights Licensor may have,  including
but not limited to an action to recover  damages,  Licensor may  terminate  this
Agreement, without liability, at any time upon notice to Licensee, if:

                  (i) Licensee fails to make any payment due hereunder, and such
         default  remains  uncured for ten (10) days after the effective date of
         such notice from Licensor; or

                  (ii)  Licensee  has  failed to (A)  fulfill  any  covenant  or
         agreement on its part to be fulfilled within forty five (45) days after
         the effective date of notice of such failure from Licensor, or (B) cure
         a breach of this  Agreement  within  forty  five  (45)  days  after the
         effective date of notice of such breach from Licensor; or

*Excised.


                                       11
<PAGE>


                  (iii) Net Sales  for any  Annual  Period do not meet or exceed
         the Minimum Net Sales  Requirements  for such Annual Period;  PROVIDED,
         HOWEVER,  that  Licensee  shall  have  forty  five (45) days  after the
         effective date of such notice from Licensor to cure such  deficiency by
         making a Sales Royalty  payment to Licensor  equal to such shortfall in
         the Minimum Net Sales  Requirements as if such Net Sales had been made;
         or Licensee  sells or otherwise  disposes of  substantially  all of its
         business  or  assets  to a third  party,  or  control  of  Licensee  is
         transferred.

                  (iv) Licensee sells or otherwise disposes of substantially all
         of its business or assets to a third  party,  or if control of Licensee
         is transferred.

         (b)  If  Licensee  is  adjudicated  a  bankrupt,  or if a  petition  in
bankruptcy is filed against  Licensee,  or if Licensee  makes any assignment for
the benefit of its  creditors,  or if Licensee  commits any act of bankruptcy or
takes the  benefit of any  insolvency  law, or if a receiver  is  appointed  for
Licensee or  substantially  all of its assets or business,  then this  Agreement
shall automatically  terminate as of the earliest date on which any of the above
events occurred without prejudice to any other rights which Licensor may have.

         8.4 RIGHTS ON EXPIRATION OR TERMINATION.

         (a) In the event of termination in accordance with ARTICLE 8.3(A) - (B)
above,  Licensee  shall pay to Licensor all Sales  Royalties and Minimum  Annual
Royalties  then  owing and all  Sales  Royalties  thereafter  becoming  due.  In
addition,  Licensee  shall pay to  Licensor,  as  liquidated  damages  for early
termination of this Agreement and not as a penalty, a sum equal to the lesser of
(i) the next ______*  quarterly Minimum Annual Royalty payments for all Products
and (ii) the  remaining  Minimum  Annual  Royalty  payments for all Products due
Licensor  over the balance of the Initial  Term,  after the date of  termination
(the "Termination Payment"). For Renewal Terms, the Termination Payment shall be
the balance,  if any, of the Minimum  Annual  Royalties for all Products due for
such Renewal Term.

         (b) Upon the  expiration or  termination  of this  Agreement,  Licensee
shall  promptly  deliver  to  Licensor  a  complete  and  accurate  schedule  of
Licensee's  inventory  of Products  on hand,  in process of  manufacture  and in
transit,   including  without   limitation,   raw  materials,   bulk  materials,
ingredients,  supplies and containers (the "Inventory").  Such schedule shall be
prepared  as of the  close  of  business  on the  date  of  such  expiration  or
termination and shall state Licensee's cost of each such item and its condition.
Licensor  thereupon  shall have the  option,  exercisable  by notice to Licensee
within thirty (30) days after its receipt of the complete  Inventory schedule in
written  form,  to purchase any or all of the  Inventory  for an amount equal to
Licensee's  cost of the  Inventory  being  purchased  or its fair market  value,
whichever is lower.  If such  purchase  option  should be exercised by Licensor,
then  Licensee  shall  deliver to Licensor or its designee all of the  Inventory
purchased  by  Licensor  within  five (5) days after  Licensor's  said notice of
exercise of its option.  Licensor  shall pay Licensee for such Inventory in cash
or certified check upon delivery of such Inventory.

         (c) If this  Agreement  terminates  pursuant to ARTICLE  8.3(B) hereof,
then no assignee for the benefit of creditors,  custodian,  receiver, trustee in
bankruptcy,  sheriff or any other officer of the court or official  charged with
responsibility for taking custody of Licensee's assets or

*Excised.


                                       12
<PAGE>


business  shall have any right to continue  this  Agreement.  Nothing  contained
herein shall be deemed to preclude or impair any rights which  Licensor may have
as a creditor in any such bankruptcy or similar proceeding.

         (d) If this  Agreement  expires  by its  terms or is  terminated,  then
Licensee shall be entitled,  for an additional period of six (6) months only, to
sell and  dispose of its  Inventory  on a  non-exclusive  basis,  provided  that
Licensor  has not  exercised  its option to purchase all of the  Inventory.  All
sales pursuant to this paragraph  (other than to Licensor) shall be made subject
to all of the provisions of this Agreement, including a quarterly accounting for
and the payment of Sales Royalty  thereon  within forty five (45) days following
the end of each three (3) month period during the six (6) month sell-off period.

         (e) Except as otherwise  specifically  provided to the contrary in this
Agreement, on the expiration or termination of this Agreement, all of the rights
of Licensee under this Agreement  thereupon shall terminate  forthwith and shall
revert automatically to Licensor.

                                   ARTICLE IX

                                  MISCELLANEOUS

         9.1 FORCE MAJEURE.

         (a) If the  performance  of any part of this  Agreement  by Licensee is
prevented, or otherwise made impracticable by reason of any strike, flood, riot,
fire,  explosion,  terrorist  act,  governmental  action  in  response  to or in
contemplation  of any terrorist  act, war or any other  casualty or cause beyond
the control of Licensee,  and which cannot be overcome by  reasonable  diligence
and without unusual expense,  Licensee shall be excused from such performance to
the extent that it is necessarily  prevented thereby,  during the continuance of
any such  happening  or event and for so long as such event  shall  continue  to
prevent such  performance.  This Agreement shall be deemed  suspended so long as
and to the extent that any such cause shall  operate to prevent the  performance
by Licensee of its obligations.

         (b) Upon the  occurrence of any such event Licensee  shall,  as soon as
reasonably practicable  thereafter,  notify Licensor of the nature and extent of
any such force majeure condition  referred to in the preceding  subparagraph and
advise Licensor of the nature and extent thereof.

         9.2  CUMULATIVE  RIGHTS.  The  rights  and  remedies  granted  in  this
Agreement are cumulative  and not exclusive,  and are in addition to any and all
other rights and remedies granted and permitted under and pursuant to law.

         9.3 NO WAIVER.  The failure of any of the parties hereto to enforce any
provision  hereof  on any  occasion  shall  not be  deemed to be a waiver of any
preceding or succeeding breach of such provision or any other provision.

         9.4 ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement
and understanding of the parties hereto and no amendment, modification or waiver
of any provision  herein shall be effective  unless in writing,  executed by the
party charged therewith.

*Excised.


                                       13
<PAGE>


         9.5  LIMITED  RIGHT OF  ASSIGNMENT.  Except  as set forth  below,  this
Agreement  may not be assigned by Licensee,  and any such  attempted  assignment
hereof shall be void and of no effect.  Licensee  shall have the to right assign
its rights in and to, and to delegate its duties under this Agreement, solely to
Jean Philippe Fragrances,  LLC, a New York limited liability company, which is a
wholly-owned  subsidiary  of  Guarantor,  and solely in  respect of Mass  Market
Products.  Guarantor consents to such assignment and delegation, and agrees that
its guarantee of this Agreement  shall apply to the obligations of Jean Philippe
Fragrances,  LLC as if Jean Philippe Fragrances, LLC were named as a licensee in
the Agreement.  Further,  the form of assignment and delegation shall be subject
to the approval of Licensor.

         9.6 ARTICLE  HEADINGS.  The article  headings herein have been inserted
for convenience of reference only, and shall in no way modify or restrict any of
the terms or provisions hereof.

         9.7 GOVERNING LAW; CONSENT TO SERVICE OF PROCESS.  This Agreement shall
be construed,  interpreted and enforced in accordance with and shall be governed
by the  laws of the  state of New  York  without  regard  to the  principles  of
conflicts  of  laws.  Each  party  hereto  hereby  irrevocably  consents  to the
exclusive  jurisdiction and venue of the federal and state courts sitting within
the state of New York with regard to any and all actions or proceedings  arising
out of, or relating to, this  Agreement,  and agrees that service of process may
be made in the manner for providing notice, as specified in ARTICLE 9.8 hereof.

         9.8      NOTICES.

         (a) Any  notice or other  communication  under the  provisions  of this
Agreement shall be in writing, and shall be given by postage prepaid, registered
mail, return receipt requested,  or by hand delivery with an acknowledgment copy
requested,  or by a reputable  overnight delivery or courier service;  all to be
directed to the  addresses  set forth above,  or to any new address of which any
party  hereto  shall  have  informed  the  others by the giving of notice in the
manner provided herein. Such notice or communication shall be effective, if sent
by postage prepaid,  registered mail, five (5) days after it is mailed;  if sent
by a  reputable  overnight  delivery  or  courier  service,  two (2) days  after
properly forwarded; or by hand delivery, upon receipt.

         (b) The parties  hereto agree to send copies of all notices  under this
Agreement by telecopier to the other party,  but such notice by telecopier shall
not relieve the sending party of the  obligation to forward notice in accordance
with the terms of ARTICLE 9.8(A) hereof.

         9.9 UNENFORCEABILITY;  SEVERABILITY. If any provision of this Agreement
is found to be void or unenforceable by a court of competent jurisdiction,  then
the remaining provisions of this Agreement, shall, nevertheless, be binding upon
the parties with the same force and effect as though the unenforceable  part had
been severed and deleted.

         9.10 COUNTERPARTS.  This Agreement may be executed in counterparts, all
of which shall be deemed to be duplicate originals.

         9.11 NO THIRD PARTY RIGHTS. The  representations,  warranties and other
terms and  provisions of this  Agreement  are for the  exclusive  benefit of the
parties  hereto,  and no other person shall have any right or claim  against any
party by reason of any of those terms and  provisions  or be entitled to enforce
any of those terms and provisions against any party.

*Excised.


                                       14
<PAGE>


         9.12  LIMITATION ON DAMAGES.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT,  UNDER NO CIRCUMSTANCES SHALL LICENSEE BE LIABLE TO
LICENSOR FOR INDIRECT, INCIDENTAL,  CONSEQUENTIAL,  SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),  ARISING
FROM ANY  PROVISION  OF THIS  AGREEMENT,  SUCH AS, BUT NOT  LIMITED  TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

         9.13   RESOLUTION  OF  DRAFTING   AMBIGUITIES.   Each  of  the  parties
acknowledges  that  it  was  represented  by  counsel  in  connection  with  the
preparation,  execution  and  delivery of this  Agreement,  and that its counsel
reviewed this Agreement and that any rule of  construction  under any applicable
law to the effect that ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement.

                                    ARTICLE X

                                    GUARANTEE

         10.1  GUARANTEE.  In order  to  induce  Licensor  to  enter  into  this
Agreement,  Guarantor irrevocably and unconditionally guarantees to Licensor the
full,  faithful and timely  performance  of all  obligations of Licensee owed to
Licensor  under this  Agreement,  including,  but not limited to, the payment of
Sales  Royalties  and Minimum  Annual  Royalties.  Guarantor  acknowledges  that
Licensor  would not enter into this  Agreement in the absence of this  Guaranty.
The obligation of Guarantor under this guaranty is primary and unconditional and
shall be  enforceable  against  Guarantor  before  or after  proceeding  against
Licensee,  before or after the expiration or termination of this Agreement,  and
regardless of any insolvency on the part of Licensee.  Notices given to Licensee
under  this  Agreement  shall be  deemed  to have  been  given to  Guarantor  in
accordance with this Agreement.

*Excised.




                                       15
<PAGE>


         IN WITNESS  WHEREOF,  the parties hereto have executed this  instrument
the date first above written.

                                   Diane Von Furstenberg Studio, L.P.
                                   a Connecticut limited partnership

                                   By: DVF International SA, Inc.,
                                   General Partner

                                   By: /s/ Paula Sutter
                                       -----------------
                                   Paula Sutter, PRESIDENT


                                   INTER PARFUMS USA, LLC

                                   By: /s/ Russell Greenberg
                                       ----------------------
                                   Russell Greenberg, EXECUTIVE VICE PRESIDENT


                                   INTER PARFUMS, INC.

                                   By: /s/ Russell Greenberg
                                       ----------------------
                                   Russell Greenberg, EXECUTIVE VICE PRESIDENT


*Excised.





                                       16
<PAGE>


                                LIST OF SCHEDULES


Schedule 1.5 - Licensed Marks
Schedule 3.7 - Minimum Net Sales Requirements
Schedule 5.1 - Trademark Registration
Schedule 6.2 - Minimum Annual Royalties


*Excised.




                                       17
<PAGE>


                                  SCHEDULE 1.5
                                 LICENSED MARKS


PRESTIGE PRODUCTS:

         Diane Von Furstenberg

         DVF


MASS MARKET PRODUCTS:

         Tatiana

         Tatiana by Diane Von Furstenberg

         Volcan d'Amour

         Diane Von Furstenberg The Color Authority

         Tatiana Actives



<PAGE>


                                  SCHEDULE 3.7
                       MINIMUM NET SALES REQUIREMENTS FOR
                              MASS MARKET PRODUCTS

                                  Initial Term
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------
Third                                    *
--------------------------------------------------------------------------------
Fourth                                   *
--------------------------------------------------------------------------------
Fifth                                    *
--------------------------------------------------------------------------------
Sixth                                    *
--------------------------------------------------------------------------------
Seventh                                  *
--------------------------------------------------------------------------------

                           First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


*Excised.


                                       ii

<PAGE>


                       MINIMUM NET SALES REQUIREMENTS FOR
                                PRESTIGE PRODUCTS

                                  Initial Term
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------
Third                                    *
--------------------------------------------------------------------------------
Fourth                                   *
--------------------------------------------------------------------------------
Fifth                                    *
--------------------------------------------------------------------------------
Sixth                                    *
--------------------------------------------------------------------------------
Seventh                                  *
--------------------------------------------------------------------------------

                           First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Net Sales Requirements
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


*Excised.


                                       iii

<PAGE>


                                  SCHEDULE 5.1
                             TRADEMARK REGISTRATIONS



*Excised.



<PAGE>


                                           Report Date: 5/31/2002       Page: 1

DIANE VON FURSTENBERG STUDIO - CLASS 3 STATUS REPORT


MARK:         AURASOURCE


<TABLE>
<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
4674          United States                           3, 5                                         DIANE VON FURSTENBERG STUDIO


MARK:         BEAUTEAS


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1548          Liechtenstein                           003, 025, 030                                DIANE VON FURSTENBERG STUDIO


MARK:         DIANE DIANE VON FURSTENBERG (STYLIZED)


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1561          Canada                                  3, 9, 14, 18, 25                             DIANE VON FURSTENBERG STUDIO
1562          European Union                          003, 018, 025                                DIANE VON FURSTENBERG STUDIO





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
75714137                5/16/1999                                                 7/ 3/2001                     Yes





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
                                         6833                     9/18/1985                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
869,162                 2/11/1998        TMA520,804               12/21/1999                                    No
740787                  2/ 6/1998                                                                               No
</TABLE>




<PAGE>




MARK:         DIANE VON FURSTENBERG (BLOCK LETTERS)


<TABLE>
<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1476          Germany                                 003, 009, 014, 018, 025                      DIANE VON FURSTENBERG STUDIO
5976          United States                           3, 18                                        DIANE VON FURSTENBERG STUDIO


MARK:         DIANE VON FURSTENBERG (BLOCK)


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
6703          China (People's Republic Of)            3                                            DIANE VON FURSTENBERG STUDIO
6855          Malaysia                                3                                            DIANE VON FURSTENBERG STUDIO


MARK:         DIANE VON FURSTENBERG (IN CHINESE CHARACTERS)


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
6722          China (People's Republic Of)            3                                            DIANE VON FURSTENBERG STUDIO


MARK:         DIANE VON FURSTENBERG (SIGNATURE)





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
D30032/3WZ              1/17/1976        1,000,441                4/10/1980                                     No
76169721                11/22/2000                                                11/27/2001                    Yes





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
3029270                 12/ 3/2001                                                                              No
2002/01227              2/ 4/2002                                                                               No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
3029214                 12/ 3/2001                                                                              No
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1315          Argentina                               3                                            DIANE VON FURSTENBERG STUDIO
1318          Australia                               3                                            DIANE VON FURSTENBERG STUDIO
1317          Austria                                 003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1324          Benelux                                 003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1329          Brazil                                  3                                            DIANE VON FURSTENBERG STUDIO
1338          Denmark                                 003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1340          European Union                          003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1341          Finland                                 003, 025                                     DIANE VON FURSTENBERG STUDIO
1342          France                                  003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1352          Indonesia                               3                                            DIANE VON FURSTENBERG STUDIO
1355          Ireland                                 003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1357          Italy                                   3, 9, 14, 18, 24, 25                         DIANE VON FURSTENBERG STUDIO
1361          Japan                                   3                                            DIANE VON FURSTENBERG STUDIO
1364          Lebanon                                 003, 5, 21                                   DIANE VON FURSTENBERG STUDIO
1365          Liechtenstein                           003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1371          Netherlands Antilles                    3, 25                                        DIANE VON FURSTENBERG STUDIO
1372          Norway                                  003, 009, 014, 018, 020, 024                 DIANE VON FURSTENBERG STUDIO
1388          South Korea                             3                                            DIANE VON FURSTENBERG STUDIO
1392          Spain                                   3                                            DIANE VON FURSTENBERG STUDIO
1397          Sweden                                  003, 009, 014, 018, 024                      DIANE VON FURSTENBERG STUDIO
1398          Switzerland                             003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
                                         1747495                  8/ 3/1999                                     No
292374                  11/21/1975       A292374                  11/21/1975                                    No
                        12/ 1/1975       82963                    6/23/1976                                     No
                        12/ 8/1975       336,748                  3/10/1976                                     No
812970780               11/18/1986       812970780                11/29/1988                                    No
                                         1460/1977                4/15/1977                                     No
000726323               2/23/1998                                                                               No
R-5153/90               12/ 5/1980       75481                    11/ 7/1990                                    No
321.661                 11/27/1991       1,708,246                11/27/1991                                    No
3629/91                 12/29/1980       284555                   12/17/1992                                    No
1019/79                 5/ 4/1976        90175                    5/ 4/1976                                     No
RM96C002845             6/24/1996        757489                   6/24/1996                                     No
63-143262               12/21/1988       2,567,472                8/31/1993                                     No
                                         40555                    6/11/1981                                     No
                                         5197                     1/12/1976                                     No
                        2/ 5/1982        12304                    2/ 5/1982                                     No
124114                  12/ 3/1975       100995                   10/12/1978                                    No
2045/1990               9/ 7/1990        75,753                   2/13/1990                                     No
807888                  1/14/1976        807.888                  1/20/1979                                     No
76-588                  1/19/1976        200817                   4/18/1986                                     No
5786                    12/ 4/1975       407.817                  3/17/1993                                     No
</TABLE>


<PAGE>



<TABLE>
<S>           <C>                                     <C>                                          <C>
1336          Taiwan                                  3                                            DIANE VON FURSTENBERG STUDIO
1401          United Kingdom                          3                                            DIANE VON FURSTENBERG STUDIO


MARK:         DIANE VON FURSTENBERG THE COLOR AUTHORITY (STYLIZED)


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1239          Argentina                               3                                            DIANE VON FURSTENBERG STUDIO
1243          Italy                                   003, 021                                     DIANE VON FURSTENBERG STUDIO


MARK:         DIANE VON FURSTENBERG THE COLOR AUTHORITY (WORD MARK)


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1253          European Union                          3, 24                                        DIANE VON FURSTENBERG STUDIO
5070          Taiwan                                  3                                            DIANE VON FURSTENBERG STUDIO


MARK:         DVF (GEOMETRIC DESIGN)


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
6888          Australia                               3, 25                                        DIANE VON FURSTENBERG STUDIO




<CAPTION>
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
(68)16789               9/ 8/1979        131439                   4/16/1980                                     No
                                         1056842                  12/29/1975                                    No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
1,959,745               2/ 3/1995        1.743.479                7/ 6/1999                                     No
33202 C/82              3/ 3/1982        413,343                  3/10/1986                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
111690                  4/ 1/1996                                                                               No
87(5077)                2/ 9/1998        872917                   4/16/1980                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
901598                  1/29/2002                                                                               No
</TABLE>



<PAGE>




<TABLE>
<S>           <C>                                     <C>                                          <C>
6697          China (People's Republic Of)            3                                            DIANE VON FURSTENBERG STUDIO
6911          New Zealand                             3                                            DIANE VON FURSTENBERG STUDIO
7014          Philippines                             3, 25                                        DIANE VON FURSTENBERG STUDIO
6913          Singapore                               3                                            DIANE VON FURSTENBERG STUDIO


MARK:         DVF SCRIPT


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1256          Australia                               3                                            DIANE VON FURSTENBERG STUDIO
1260          Canada                                  3, 18, 25                                    DIANE VON FURSTENBERG STUDIO
1268          European Union                          3, 9, 14, 18, 24, 25                         DIANE VON FURSTENBERG STUDIO
1274          Indonesia                               3, 21                                        DIANE VON FURSTENBERG STUDIO
1278          Japan                                   3                                            DIANE VON FURSTENBERG STUDIO
1301          Switzerland                             003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO
1307          Venezuela                               3                                            DIANE VON FURSTENBERG STUDIO


MARK:         PRINCESS DIANE


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1453          Austria                                 003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO





<CAPTION>
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
3029274                 12/ 3/2001                                                                              No
652794                  2/21/2002                                                                               No
                                                                                                                No
TO2/03858A              3/19/2002                                                                               No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
357057                  2/25/1981        357,057                  2/25/1981                                     No
460,758                 10/29/1980       268,904                  5/14/1982                                     No
726.331                 2/23/1998        726.331                  2/23/1998                                     No
5846/91                 3/19/1981        286274                   6/27/1981                                     No
54-64057                8/27/1979        1,709,137                8/28/1984                                     No
6477                    12/18/1980       309.851                  8/31/1984                                     No
11.465/81               12/30/1981       113.742-F                9/17/1985                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
AM2213/82               7/27/1982        101429                   12/21/1981                                    No
</TABLE>


<PAGE>



<TABLE>
<S>           <C>                                     <C>                                          <C>
1461          United States                           003, 009, 014, 018, 021, 024, 025            DIANE VON FURSTENBERG STUDIO


MARK:         PRINCESS DIANE VON FURSTENBERG


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1540          Switzerland                             003, 009, 014, 018, 024, 025                 DIANE VON FURSTENBERG STUDIO


MARK:         SURROUNDINGS


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1570          Australia                               3                                            DIANE VON FURSTENBERG STUDIO
1571          Benelux                                 3                                            DIANE VON FURSTENBERG STUDIO
1575          China (People's Republic Of)            3                                            DIANE VON FURSTENBERG STUDIO
1578          Czech Republic                          3                                            DIANE VON FURSTENBERG STUDIO
1584          Italy                                   3                                            DIANE VON FURSTENBERG STUDIO
6352          Mexico                                  3                                            DIANE VON FURSTENBERG STUDIO
1602          Sweden                                  3                                            DIANE VON FURSTENBERG STUDIO


MARK:         SURROUNDINGS & DESIGN





<CAPTION>
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
383319                  9/ 2/1982        1387179                  3/25/1986                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
2126                    4/ 5/1982        328 988                  3/16/1984                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
A557,546                6/12/1991        A557,546                 3/11/1993                                     No
765,340                 6/18/1991        499,350                  3/ 3/1992                                     No
94026304                3/31/1994        884557                   10/21/1996                                    No
64260                   10/18/1991       174,102                  11/18/1993                                    No
RM91C002343             6/27/1991        613073                   12/29/1993                                    No
119206                  7/31/1991        406593                   2/21/1992                                     No
91-05465                6/19/1991        236,041                  6/ 5/1992                                     No
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1623          China (People's Republic Of)            3                                            DIANE VON FURSTENBERG STUDIO
1624          Mexico                                  3                                            DIANE VON FURSTENBERG STUDIO


MARK:         SURROUNDINGS & 'S' DESIGN


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1620          United Kingdom                          3                                            DIANE VON FURSTENBERG STUDIO


MARK:         SURROUNDINGS WITH KATAKANA


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1619          Japan                                   3                                            DIANE VON FURSTENBERG STUDIO


MARK:         TATIANA


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1491          Argentina                               3                                            DIANE VON FURSTENBERG STUDIO





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
94030260                4/11/1994        794242                   11/28/1995                                    No
201540                  6/ 8/1994        555936                   7/ 8/1997                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
1,552,503               11/ 3/1993       1,552,503                11/ 3/1993                                    No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
65876/1991              6/26/1991        2,562,012                7/30/1993                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
2170520                 8/20/1998        1762201                  11/16/1999                                    No
</TABLE>



<PAGE>


<TABLE>
<S>           <C>                                     <C>                                          <C>
1492          Australia                               3                                            DIANE VON FURSTENBERG STUDIO
1496          Canada                                  3                                            DIANE VON FURSTENBERG STUDIO
1499          China (People's Republic Of)            3                                            DIANE VON FURSTENBERG STUDIO
1502          Colombia                                3                                            DIANE VON FURSTENBERG STUDIO
1630          Dominican Republic                      3                                            D.V.F. INC.
1631          Egypt                                   3                                            DIANE VON FURSTENBERG STUDIO
1632          El Salvador                             3                                            DIANE VON FURSTENBERG STUDIO
1505          European Union                          3                                            DIANE VON FURSTENBERG STUDIO
1511          Iceland                                 3                                            DIANE VON FURSTENBERG STUDIO
1512          Indonesia                               3                                            DIANE VON FURSTENBERG STUDIO
1514          Israel                                  3                                            DIANE VON FURSTENBERG STUDIO
1634          Italy                                   3                                            D.V.F. INC.
1635          Japan                                   3                                            DIANE VON FURSTENBERG STUDIO
1515          Jordan                                  3                                            DIANE VON FURSTENBERG STUDIO
1522          New Zealand                             3                                            DIANE VON FURSTENBERG STUDIO
1636          Panama                                  3                                            D.V.F. INC.
1524          Paraguay                                3                                            DIANE VON FURSTENBERG STUDIO
1525          Philippines                             3                                            DIANE VON FURSTENBERG STUDIO
1527          South Africa                            3                                            DIANE VON FURSTENBERG STUDIO
1529          South Korea                             3                                            DIANE VON FURSTENBERG STUDIO
1637          Venezuela                               3                                            D.V.F. INC.
1638          Venezuela                               3                                            D.V.F. INC.





<CAPTION>
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
354,762                 12/17/1980       354,762                  5/17/1984                                     No
388,441                 8/ 5/1975        218,131                  12/31/1976                                    No
94 012 737              2/15/1994        880,293                  10/14/1996                                    No
96/016.591              4/ 8/1996                                                                               No
                                         41062                    9/15/1986                                     No
59097                   6/ 3/1981        59097                    7/ 9/1986                                     No
                        4/ 3/1981        93 BOOK 98               3/10/1983                                     No
000726349               2/23/1998        726.349                  2/23/1998                                     No
558/1984                11/11/1984       258/1985                 5/ 6/1985                                     No
3630/91                 12/29/1980       284556                   12/17/1992                                    No
55,946                  3/15/1983        55,946                   8/14/1986                                     No
MI97C003544             4/18/1997        3789764                  9/ 2/1999                                     No
22115/77                4/ 4/1977        1,461,820                5/30/1981                                     No
19958                   5/10/1982        19958                    5/10/1982                                     No
135,517                 12/22/1980       B135,517                 4/22/1985                                     No
                                         033337                   11/30/1983                                    No
7324                    7/ 2/1992        158,053                  10/20/1992                                    No
102621-PN               9/13/1995        4-1995-104865            3/22/2000                                     No
81/1796                 3/20/1981        81/1796                  3/20/1981                                     No
17709/1988              8/ 8/1988        185,537                  12/16/1989                                    No
13462                   12/27/1984       126,710                  1/16/1987                                     No
93.846                  5/19/1977        93.846-F                 2/22/1980                                     No
</TABLE>



<PAGE>


MARK:         THE COLOR AUTHORITY


<TABLE>
<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1625          Puerto Rico                             3                                            DIANE VON FURSTENBERG STUDIO


MARK:         VOLCAN D'AMOUR


<CAPTION>
ID            COUNTRY                                 INTL CLASSES                                 REG. OWNER
--            -------                                 ------------                                 ----------
<S>           <C>                                     <C>                                          <C>
1640          Canada                                  3                                            D.V.F. INC.
1641          Egypt                                   3                                            DIANE VON FURSTENBERG STUDIO
6224          European Union                          3                                            DIANE VON FURSTENBERG STUDIO
6139          United States                           3                                            DIANE VON FURSTENBERG STUDIO





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
                        11/ 9/1994       35,449                   1/30/1996                                     No





<CAPTION>
APP. #                  APP. DT          REG. #                   REG. DT         ALLOW. DT        ITU
------                  -------          ------                   -------         ---------        ---
<S>                     <C>              <C>                      <C>             <C>              <C>          <C>
460,760                 10/29/1980       TMA279,116               4/29/1983                                     No
59099                   6/ 3/1981        59099                    12/31/1985                                    No
2096691                 2/21/2001                                                                               No
76193691                1/16/2001                                                                               Yes
</TABLE>


<PAGE>



                                  SCHEDULE 6.2
                          MINIMUM ANNUAL ROYALTIES FOR
                              MASS MARKET PRODUCTS

                                  Initial Term
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------
Third                                    *
--------------------------------------------------------------------------------
Fourth                                   *
--------------------------------------------------------------------------------
Fifth                                    *
--------------------------------------------------------------------------------
Sixth                                    *
--------------------------------------------------------------------------------
Seventh                                  *
--------------------------------------------------------------------------------

                           First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------



*Excised.



<PAGE>



                          MINIMUM ANNUAL ROYALTIES FOR
                                PRESTIGE PRODUCTS

                                  Initial Term
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------
Third                                    *
--------------------------------------------------------------------------------
Fourth                                   *
--------------------------------------------------------------------------------
Fifth                                    *
--------------------------------------------------------------------------------
Sixth                                    *
--------------------------------------------------------------------------------
Seventh                                  *
--------------------------------------------------------------------------------

                           First Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------

                           Second Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------


                           Third Renewal Term, If Any
--------------------------------------------------------------------------------
Annual Period                            Minimum Annual Royalties
--------------------------------------------------------------------------------
First                                    *
--------------------------------------------------------------------------------
Second                                   *
--------------------------------------------------------------------------------



*Excised.