Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    BROOKS
      BROTHERS

    MANUFACTURING
      AND LICENSE AGREEMENT

    


    BETWEEN

    


    RETAIL
      BRAND ALLIANCE, INC., d/b/a Brooks Brothers - LICENSOR

    


    AND

    


    INTER
      PARFUMS USA, LLC. — LICENSEE


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    BROOKS
      BROTHERS

    MANUFACTURING
      AND LICENSE AGREEMENT

    (“Agreement”)

    

      
        	
                A.

              	
                Effective
                  Date:
                  Shall mean the
                  date the last party has executed and delivered this
                  Agreement.

              
	 	 
	
                B.

              	
                Licensor:

              	
                Retail
                  Brand Alliance, Inc., d/b/a Brooks Brothers 

              
	 	 	
                346
                  Madison Avenue, New York, NY 10017

              
	 	 	
                Attention:

              	
                President –
                  Strategic Development and International Business

              
	 	 	 	
                with
                  a copy to General Counsel

              
	 	 	 	
                100
                  Phoenix Avenue, Enfield, CT 06082

              


      

       

      
        
          	 	
                  Licensee:

                	
                  Inter
                    Parfums USA, LLC, a New York limited liability company

                
	 	 	
                  551
                    Fifth Avenue, New York, NY 10176

                
	 	 	
                  Attention:

                	
                  Chief
                    Executive Officer

                
	 	 	 	 
	 	 	
                  with
                    a copy to:

                	
                  Joseph
                    A. Caccamo, Esq .

                
	 	 	 	
                  GrayRobinson
                    P.A

                
	 	 	 	
                  Attorneys
                    at Law

                
	 	 	 	
                  401
                    E. Las Olas Blvd.

                
	 	 	 	
                  Suite
                    1850

                
	 	 	 	
                  Ft.
                    Lauderdale , FL 33301

                


        

      

    

    


    Each
      party’s signature below indicates its acceptance of this Agreement including and
      specifically incorporating the attached Standard Terms and Conditions and
      Exhibits which are an inseperable part of this Agreement.

    

      
        	
                Retail
                  Brand Alliance, Inc.,

              	
                Inter
                  Parfums USA, LLC

              
	
                d/b/a
                  Brooks Brothers

              	
                By:
                  Inter Parfums, Inc., Sole Member

              
	
                By:
                   

              	
                /S/
                  ______________

              	
                By:

              	
                /S/
                  ________________

              
	 	
                Name:
                  

                Title:
                  

                Date:

              	 	
                Name:
                  Jean Madar

                Title:
                  CEO

                Date:
                  

              


      

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    BROOKS
      BROTHERS

    MANUFACTURING
      AND LICENSE AGREEMENT

    STANDARD
      TERMS AND CONDITIONS

    


    
      	
            	1.	
              DEFINITIONS.
                The following terms shall have the following definitions when used
                in this
                Agreement:

            


    

    


    1.01. "Licensed
      Marks" shall
      mean the trademarks listed on Exhibit B and insofar as they are registered
      in
      countries enumerated on Exhibit D, and any approved form of the Brooks Brothers
      logo, as shown on Exhibit B and Exhibit D, together with any and all such new
      trademarks as may be developed, acquired or registered by on behalf of Licensor
      and its Affiliates, only with Licensor’s prior written approval.

    


    1.02. (a) "Products"
      shall
      mean only those fragrance and personal care products specifically described
      in
      Exhibit A, namely, fragrances, home fragrance products, skincare products,
      bath
      products, body care products and cosmetics. 

    


    (b) "New
      Products" shall
      mean all Products bearing Licensed Marks which are manufactured by or for
      Licensee from designs, formulas and concepts delivered or approved by Licensor
      hereunder.

    


    (c) “Existing
      Products” shall
      mean any of Licensor’s Products sold by Licensor through Licensor’s U.S. Stores
      prior to the sale of New Products pursuant to the terms of this Agreement except
      the products under the Royall product line. 

    


    (d) “Licensed
      Products”
shall
      mean New Products and Existing Products. . 

    


    1.03. "Net
      Sales" shall
      mean Gross Sales less Allowable Deductions. For purposes of the definition
      of
      Net Sales in this Section 1.03, notwithstanding anything to the contrary
      contained in this Agreement, Net Sales shall not include sales to Licensor,
      including any and all of Licensor’s U.S. Stores, as hereinafter defined, and
      Paradies Stores, as hereinafter defined.

    


    1.03.1“Gross
      Sales”
shall
      mean the aggregate of the invoiced amounts of Wholesale Sales, as defined
      herein, and Ex Factory Sales, as defined herein, for Licensed Products shipped
      or sold by Licensee or Licensee’s Affiliates (as defined herein) for sale solely
      in Combined International Distribution Channels. 

    


    1.03.2“Allowable
      Deductions”
shall
      mean: (1) customary trade allowances which may include: (a) term discounts
      and
      (b) markdown monies but only in connection with Discontinued Goods (the
“Markdown Monies”), (2) taxes paid, (3) freight (to the extent included on an
      invoice), and (4) returns actually received. No deduction shall be made for
      any
      reserves for any Allowable Deductions provided that Licensee may deduct
      Allowable Deductions only to the extent Allowable Deductions have actually
      been
      taken. Customary trade allowances including term discounts (but excluding
      Markdown Monies) are not to exceed [------------]1  
      of Gross
      Sales in any given annual period. In the event Markdown Monies exceed
[---------------]2   of
      Gross
      Sales in any given annual period, Licensor‘s prior written consent shall be
      required and any further mark-downs on Discontinued Goods shall also require
      Licensor’s prior written consent. 

    
       

      
        
1
        Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.1.

      2
        Confidential information omitted and filed separately with the SEC
        with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.132.2.

       

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    1.03.3  “Wholesale
      Sales” shall
      mean all sales only through the Combined International Distribution Channels
      of
      Licensed Products shipped or sold by Licensee or any of Licensee’s Affiliates to
      a retailer or other entity that sells the Licensed Products directly to
      consumers.

    


    1.03.4 “Ex
      Factory Sales”
      shall
      mean all sales only through the Combined International Distribution Channels
      of
      Licensed Products shipped or sold by Licensee or any of Licensee’s Affiliates to
      any wholesaler or distributor other than Licensee or Licensee’s
      Affiliates.

    


    1.04. “Territory”
      shall
      mean the world. 

    


    1.05. "Upscale
      International Distribution Channels” shall
      be
      Distributors in the Territory (not including the United States and Puerto Rico)
      who have been pre-approved by Licensor and who are in the business of
      distributing upscale or designer Products to only the better department stores
      and better specialty stores in the Territory whose location, merchandising
      and
      overall operations are consistent with the high quality of Licensed Products,
      the reputation, image and prestige of the Licensed Marks. Better department
      stores and better specialty stores shall be upscale retail outlets, specialty
      stores, and department stores that sell not less than five (5) upscale or
      designer brands, such as Ralph Lauren, Burberry, Chanel, Giorgio Armani and
      Calvin Klein. Notwithstanding the foregoing, Upscale International Distribution
      Channels shall not include any of Licensor’s International Stores. 

    


    1.06. (a) "Year"
      shall
      mean the twelve (12) month period commencing January 1 and ending the following
      December 31; provided, however, that the “Launch Year” shall commence on the
      Effective Date and shall terminate on December 31, 2008.

    


    (b) “Accounting
      Period”
      shall
      mean each three (3) month calendar period commencing January l, April l, July
      l
      and October 1, respectively, or such shorter period in which Licensee
      has rights to distribute Licensed Products hereunder.

    


    (c) "Effective
      Date" shall
      mean the date in Section A of this Agreement. 

    


    1.07.  (a) "Discontinued
      Goods", “Remaining Discontinued Goods” and “Remaining Inventory”
shall
      mean only those Licensed Products defined in Section 20.01.

    


    1.08. “Guaranteed
      Minimum Royalty” shall
      have the meaning set forth in Section 8.01.

    


    1.09. “Retail
      Price” shall
      mean actual retail price of each unit of Licensed Products.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums,
      Inc.
 

    1.09.01
      “Initial Retail Price”
      shall
      mean the price established by Licensor as the initial retail price to be marked
      on the relevant Licensed Products in Licensor’s U.S. Retail Stores (as herein
      defined) as determined in good faith by Licensor with input from Licensee.
      With
      respect to Licensee’s concern that it be required to produce and sell products
      for a price below its actual cost plus a reasonable gross profit based upon
      Licensee’s historical gross margins, Licensee shall advise Licensor whether or
      not Licensee is able to produce the relevant Licensed Product at the Initial
      Retail Price set by Licensor. In the event Licensee has given Licensor such
      advice, and Licensor and Licensee cannot agree on the Initial Retail Price
      for
      any Licensed Product, Licensee shall have no obligation to produce such Licensed
      Product. 

    


    1.10. “Licensor
      Cost of Goods Purchase Price” shall
      have the meaning set forth in Section 3.02. 

     

    1.11. “Initial
      Launch” shall
      mean the first delivery of Licensed Products for sale in Licensor’s U.S. Retail
      Stores (as herein defined) and Licensor’s U.S. Factory Stores (as herein
      defined). 

     

    1.12. “Paradies”
      shall
      mean the Licensor’s licensee for casino resort stores and airport stores in the
      United States and Canada.

     

    1.13. “Paradies
      Stores”
      shall
      mean stores operated by Paradies in the United States and Canada.

     

    1.14. “Target
      Sales” shall mean Licensor’s
      targeted Ex Factory Sales of Licensed Products through the Combined
      International Distribution Channels throughout the Territory for each Year
      as
      stated in the Business Plan attached hereto and made a part hereof as Exhibit
      C.

     

    1.15. “Creative”
      shall
      mean products, product fragrances (or formulas and formula combinations),
      concepts, Formulae, product names, product line names, formula/ingredient
      descriptions, instructions, packaging, bottle and container configurations
      and
      colors, labels, tags, taglines, slogans, copy, scent strip designs, images,
      artwork, drawings, sketches, plans, designs, displays, illustrations, models,
      tooling, packaging materials and all other forms of identification affixed
      to or
      connected with the Products. The Creative, other than Formulae, is and shall
      be
      deemed to be owned by Licensor.

     

    1.16. “Formula(e)”
      shall
      mean any and all of the formulae, lists of ingredients, fragrances, technical
      information, recipes, processes and instructions (held in whatever form)
      reasonably necessary to enable the Products to be produced. Formulae shall
      be
      for the exclusive use of Licensor, but shall not be deemed to be owned by
      Licensor.

     

    1.17.  “Term”
      shall
      have the meaning set forth in Section 4.01 hereof.

     

    1.18. “Combined
      International Distribution Channels”
      means
      Duty-Free Channels of Distribution, the Upscale International Distribution
      Channels and Licensor’s International Stores. 

    


    1.19. “Contractor”
      shall
      mean any person, firm or company appointed or proposed as a contractor to
      perform work on behalf of Licensee pursuant to this Agreement, with Licensor’s
      prior written consent.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    1.19.1 “Distributor”
      shall
      mean a third party other than Licensee or Licensee’s Affiliates utilized by
      Licensee with the prior written approval of Licensor, for the sole purpose
      distributing and/or marketing the Licensed Products in the
      Territory.

     

    1.19.2 “Affiliate”
      shall
      mean, in the case of Licensor, 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.

     

    1.20. “Duty-Free
      Channels of Distribution”
      means
      Duty-free, in-flight and cruise ship channels of distribution within and outside
      the United States.

    


    1.21.
      “Licensor’s
      International Stores”
      means
      Licensor’s retail or factory stores, shop-in-shops or any other store operating
      under the Licensed Marks or owned or operated by Licensor, Licensor’s
      Affiliates, Licensor’s Joint Venture Partners or Licensor’s Other Licensees,
      other than Licensor’s U.S. Stores and Paradies Stores.

    


    1.22. “Sales
      Royalty” shall
      have the meaning set forth in Section 9.01 hereof.

    


    1.22.1.“Ex
      Factory Sales Royalty”
      shall
      have the meaning set forth in Section 9.01 hereof.

    


    1.22.2. “Wholesale
      Sales Royalty”
      shall
      have the meaning set forth in Section 9.01 hereof.

    


    
      	
            	2.	
              GRANT.

            


    

    


    2.01. Subject
      to the terms and conditions of this Agreement and the rights of Licensor’s
      Affiliates, other licensees (“Other Licensees”) and joint venture partners
      (“Joint Venture Partners”) as enumerated on Exhibit D-2 herein or pursuant to
      Third Party Agreements (as defined herein) entered into by Licensor in
      accordance with Section 19.05 hereof, Licensor hereby grants to Licensee during
      the Term (as hereinafter defined) the exclusive, non-transferable rights to
      use
      each Licensed Mark as a trademark only on and in connection with 

     

    (a) the
      exclusive development, production, and manufacture, at Licensee’s sole cost and
      expense, of the Licensed Products in the Territory;

     

    (b) the
      exclusive distribution of Licensed Products for sale solely in (i) Licensor’s
      retail stores in the United States and Puerto Rico (“Licensor’s U. S. Retail
      Stores”), (ii) Licensor’s factory stores in the United States and Puerto Rico
      (“Licensor’s U.S. Factory Stores”) (collectively, the “Licensor’s U.S. Stores”),
      and (iii) Paradies Stores in the United States and Canada; 

     

    (c) the
      exclusive distribution and sale of the Licensed Products solely for sale through
      the Duty-Free Channels of Distribution and the Upscale International
      Distribution Channels in the Territory, provided that in countries where
      Licensor has Affiliates, Other Licensees or Joint Venture Partners with rights
      as enumerated on Exhibit D-2 or with rights granted pursuant to Third Party
      Agreements entered into by Licensor in accordance with Section 19.05 hereof,
      Licensee shall have the non-exclusive right to distribute and sell Licensed
      Products through the Duty-Free Channels of Distribution and the Upscale
      International Distribution Channels in such countries and shall have the
      exclusive right to distribute and sell Licensed Products to such Affiliates,
      Other Licensees or Joint Venture Partners; 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    (d) the
      non-exclusive advertising and promotion, at Licensee’s sole cost and expense, of
      the Licensed Products in the Territory; 

     

    (e) the
      non-exclusive distribution and sale of Licensed Products for sale in Licensor’s
      International Stores in the Territory, provided that in countries where Licensor
      has Affiliates, Other Licensees or Joint Venture Partners with rights as
      enumerated on Exhibit D-2 or with rights granted pursuant to Third Party
      Agreements entered into by Licensor in accordance with Section 19.05 hereof,
      Licensee shall have the exclusive right to distribute and sell Licensed Products
      to such Affiliates, Existing Licensees or Joint Venture Partners. 

     

    It
      shall
      be understood that Paragraphs (a), (b), (c), (d) and (e) of this Section 2.01
      shall comprise the “Scope” of the rights granted to Licensee herein. Licensee
      has no rights to develop, produce, manufacture, distribute, or sell Licensed
      Products beyond the Scope. Notwithstanding the above, the Scope shall not
      include any Products not carrying the Licensed Mark, or any other trademark,
      brand or trade name that may be confusingly similar to the Licensed Marks that
      is developed by Licensee. 

     

    2.02
       (a) Licensor
      reserves all rights to the Licensed Marks including, but not limited to, all
      uses on the internet, except as specifically granted herein to Licensee and
      Licensor may exercise such rights at any time. Notwithstanding anything in
      this
      Agreement to the contrary, nothing shall be construed to limit Licensor's or
      its
      licensee’s rights to use the Licensed Marks on or in connection with the
      Licensed Products to be presented and sold by Licensor in the Territory as
      part
      of its collection and/or in Licensor’s U.S. Stores or in Licensor’s
      International Stores, its internet website and catalog, provided, however,
      that
      Licensor and its Affiliates shall purchase Licensed Products solely from
      Licensee. 

    


    (b) Notwithstanding
      anything contained in this Agreement, Licensee may not sell Licensed Products
      through any electronic media (including, but not limited, to television, radio
      or the internet, the “Unauthorized Distribution Channels”) without Licensor’s
      prior written approval, which may be withdrawn or rescinded for a commercially
      reasonable reason. With respect to the unauthorized marketing, advertising,
      distribution or sale of Licensed Products by retailers through Unauthorized
      Distribution Channels over which Licensee has no control or participation,
      Licensee shall: (1) inform Licensor at the very first instance of its awareness
      of any such retailer’s unauthorized marketing, advertising, distribution or sale
      of Licensed Products in Unauthorized Distribution Channels; (2) require all
      its
      Distributors to submit all advertising, catalog and other sales materials
      related thereto to Licensor for Licensor’s enforcement action and/or approval;
      and (3) if necessary, terminate such agent, Contractor, Distributor or retailer
      for failure to give or submit copies of such materials to Licensor or for
      failure to comply with Licensor’s directive to discontinue any unauthorized
      marketing, advertising, distribution or sale of Licensed Products in
      Unauthorized Distribution Channels. .

    


    2.03 Licensee’s
      rights in the Territory shall be subject to the following:

    


    (a) 
      the
      restrictions and the rights of Licensor’s existing Affiliates, Other Licensees
      and Joint Venture Partners enumerated on Exhibit D-2 or rights granted pursuant
      to Third Party Agreements entered into by Licensor in accordance with Section
      19.05 hereof, but solely to the extent set forth in Exhibit D-2 and except
      as
      provided in Section 19.05 herein; 

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      
        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums,
          Inc.

      

       

    

    (b) with
      respect to Licensee’s rights of distribution and sale in the United States,
      Puerto Rico and Canada, Licensee shall not distribute or sell Licensed Products
      to stores or other entities other than Licensor’s U.S. Stores and Paradies
      Stores in the United States and Canada without Licensor’s prior written consent;


    


    (c) if
      Licensor decides that it shall grant additional distribution rights in the
      U.S.
      to distribute or sell Licensed Products to stores or other entities other than
      Licensor’s U.S. Stores and Paradies Stores in the United States and Canada (the
“Additional Rights in the U.S.”), then Licensor shall give Licensee the right of
      first refusal to be granted such Additional Rights in the U.S.; provided
      however, that if Licensee does not exercise such right of first refusal to
      be
      granted Additional Rights in the U.S. within ninety (90) days, then Licensor
      shall have the right to grant such Additional Rights in the U.S. to another
      licensee (the “Non-Inter Parfums Licensee”), and provided further, that if
      Licensor grants Additional Rights in the U.S. to a Non-Inter Parfums Licensee,
      such Non-Inter Parfums Licensee shall purchase Licensed Products solely from
      Licensee; and

    


    (d) Licensee
      shall not distribute License Products in any country where Licensor has a
      pending application for registration of a trademark until such application
      for
      registration is complete and Licensor’s Licensed Marks are fully registered
      therein. Moreover, Licensee will not sell Licensed Products in any country
      where
      Licensor does not have the Licensed Marks registered or in violation of law.
      Upon Licensee's written request, Licensor may elect, in its sole and absolute
      discretion, to grant Licensee permission to distribute Licensed Products in
      any
      particular country (or countries) wherein the pending registration has not
      been
      completed, subject to the terms and conditions set forth in Section 18
      below.

    


    2.04 (a) With
      respect to the restrictions and the rights of Licensor’s existing Affiliates,
      Other Licensees and Joint Venture Partners enumerated on Exhibit D-2, Licensor
      covenants and agrees with Licensee that Licensor shall use its commercially
      reasonable efforts to (i) prohibit all manufacturing of Products by Licensor’s
      existing Affiliates, Other Licensees and Joint Venture Partners; and (ii) amend
      or revise such existing agreements for the purpose of removing and prohibiting
      all manufacturing rights for Products. 

    


    (b) If
      any of
      Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners
      manufacture any Products, then

    


    (i) The
      Ex
      Factory Sales Targets set forth on Exhibit C for Year 4 and for the cumulative
      period beginning on the Effective Date until the end of Year 4 shall be reduced
      by one dollar for each dollar of Products sold by Licensor’s existing
      Affiliates, Other Licensees and Joint Venture Partners (and if sold in a foreign
      currency, then the equivalent U.S. dollar value using the exchange rate as
      published by the Wall Street Journal on the last day of the month during the
      month in which the Products were sold); and 

     

    (ii) Licensee
      shall received a credit against the Guaranteed Minimum Royalties set forth
      in
      Section 8.01 and the Sales Royalty set forth in Section 9.01 by the amount
      equal
      to the Sales Royalty that would have been paid on the sale of Products
      manufactured by Licensor’s existing Affiliates, Other Licensees and Joint
      Venture Partners, had Licensee made such sales of manufactured
      Products.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    2.05. All
      Licensed Products shall bear the Licensed Mark(s), except as hereinafter
      provided, and no Licensed Product shall be sold or otherwise distributed by
      Licensee under any trademark other than the Licensed Marks including,
      without
      limitation, under
      a
      "private label" of Licensee or any customer of Licensee. Licensee shall not
      use
      the Licensed Marks on or in connection with the Licensed Products or any other
      product manufactured from designs neither provided nor approved by Licensor
      or
      on Licensed Products distributed by any person or entity, including Licensee,
      as
      premiums, promotions, giveaways or fundraisers except as part of Licensee’s
      Image Plan, as hereinafter defined. Any other use of the Licensed Mark by
      Licensee or Licensee’s Affiliates shall require the express written consent of
      Licensor. Licensee shall not use any Licensed Mark as part of its corporate
      name
      or any trade name, nor shall Licensee join any name or names with the Licensed
      Marks so as to form a new mark.

    


    2.06. During
      the Term, Licensee shall not participate in business transactions which are
      inconsistent with the purpose of this Agreement or which would have a material
      adverse effect on Licensee's ability to meet its obligations under this
      Agreement. Notwithstanding the foregoing, nothing in this Agreement shall
      preclude, prohibit or otherwise restrict Licensee and Licensee’s Affiliates from
      developing, manufacturing, promoting, marketing, distributing and selling any
      products not bearing the Licensed Marks. 

    


    2.07. In
      the
      event of any dispute between Licensee and any other licensee of Licensor in
      the
      Territory with respect to the products covered by their respective licenses,
      Licensor reserves the right, to resolve any such dispute in good faith and
      within a reasonably feasible time, taking into account the rights of Licensee
      hereunder and the protection of the Licensed Marks, in a commercially reasonable
      manner. 

    


    
      	
            	3.	
              SALES
                TO LICENSOR’S U.S. STORES AND PARADIES STORES.

            


    

    


    3.01. (a) Licensee,
      for itself and any of Licensee’s Affiliates, agrees to sell to Licensor, its
      Affiliates, subsidiaries and Paradies, the Licensed Products. Licensee agrees
      to
      use its commercially reasonable efforts to have the Initial Launch on or about
      November 1, 2008. 

     

    (b) Licensor
      agrees to use commercially reasonable efforts to enable Licensor’s U.S. Factory
      Stores to carry all core Licensed Products.

     

    3.02. For
      all
      approved Licensed Products sold by Licensee to Licensor, other than Licensed
      Products sold through Combined International Distribution Channels, Licensor
      shall pay Licensee [-----------------------]3 of
      the
      Initial Retail Price (“Licensor Cost of Goods Purchase Price”). Notwithstanding
      anything contained in this Agreement, Licensee shall sell Licensed Products
      at
      the same Licensor Cost of Goods Purchase Price to Paradies Stores as sold to
      Licensor. 

     

      
        

      

    

    
      3
        Confidential information omitted and filed separately with the SEC
        with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.132.3.

       

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    3.03. Licensee
      shall invoice Licensor upon delivery, FOB Licensor’s distribution center or
      designated consolidator based on the applicable purchase order, and Licensor
      shall pay the amounts due and owing to Licensee hereunder within
[-----------]4 
      from the
      date of delivery of Licensed Products by Licensee. In the event of a good faith
      dispute with regard to a portion of an invoice, Licensor may withhold solely
      the
      portion of the payment relating to the disputed portion of the
      invoice.

     

    3.04. In
      the
      event of any conflict between the provisions of this Agreement and a purchase
      order submitted by Licensor or Paradies, the provisions of this Agreement shall
      prevail.

     

    3.05. Commencing
      not less than [-----------]5 
      prior to
      the Initial Launch and thereafter for each 180 consecutive day period throughout
      the Term on a monthly rolling basis, Licensor covenants and agrees to provide
      to
      Licensee a good faith estimate of the orders for Licensed Products to be
      required by Licensor for each following
[------------------]6 
      period
      on a monthly rolling basis (each a “Scheduling Order”), and notwithstanding
      anything to the contrary contained herein, Licensee shall not be required to
      fulfill orders for Licensed Products in excess of [-----------------]7 
      of the
      relevant Scheduling Order within any month of the requisite 180 consecutive
      day
      period. 

     

    3.06. By
      no
      later than three (3) months following the Initial Launch, Licensor is
      anticipated to be selling in Licensor’s U.S. Retail Stores, a minimum of
[----------]8 
      SKUs of
      the Licensed Products (“Initial SKU Commitment”). If Licensor has not satisfied
      the Initial SKU Commitment during this three (3) month period, then Licensor
      shall use its commercially reasonable efforts to promptly increase the presence
      of the Licensed Products currently being sold through additional exposures
      and
      placements in Licensor’s U.S. Retail Stores to attain the same shelf presence
      that the Initial SKU Commitment would have achieved.

    


    3.07. Upon
      request of Licensor, Licensee shall supply to Licensor, on a one time basis
      only
      and free of any charge to Licensor, no earlier than the time of Initial Launch,
      Licensed Product samples for solely such Licensed Products that the parties
      agree in writing require testers, such as fragrances and body lotions (“Product
      Samples”), consisting of [----------]9
      items
      for
      each SKU, which are to be used by Licensor for promotional, brand-building
      or
      and marketing purposes at its discretion, provided that under no circumstances
      shall Product Samples be sold by or on behalf of Licensor and its Affiliates.
      At
      Licensor’s request, Licensee shall provide Licensor with additional Product
      Samples (such SKUs that the parties agree upon in writing) for promotional
      and
      marketing purposes (the “Marketing Products”), at a reduced price of 
[---------------------]10
      of
      the
      suggested retail price of such Marketing Products in the United
      States.

     

      
        

      

    

    4 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.4.

    
      5
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.132.5.

    

    6
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.132.6.

    7 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.7.

    8 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.8.

    9 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.9.
10 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.10.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    3.08. Commencing
      on the Initial Launch, Licensee shall supply to Licensor free of any charge
      to
      Licensor, Licensed Product samples equal to [-----------]11  
      for each
      SKU per month for each of Licensor’s U.S. Stores and Paradies Stores (for solely
      such Licensed Products that the parties agree require testers, such as
      fragrances and body lotions) each labeled as a “tester” (collectively
“Testers”), which are to be used by Licensor solely as in-store testers by
      employees and customers, and not in any other manner. Under no circumstances
      shall Testers be sold by or on behalf of Licensor and its Affiliates. Testers
      shall be agreed upon as part of the Annual Plans. 

    


    3.09. At
      the
      request of Licensor, Licensee agrees to develop
      and sell
      to
      Licensor such point-of-sale material (such as vials, bags, displays and
      counters) as the parties agree in writing, as and when such items may be
      available, at the purchase price equal to the Licensee’s cost of such point of
      sale material.

    


    3.10. All
      goods shipped
      to Licensor or its Affiliates must comply in all material respects with the
      procedures set forth in Licensor’s Guidelines for Domestic Vendors attached
      hereto and made part hereof as Exhibit G. Notwithstanding the foregoing, no
      monetary charges, damages or penalties shall be imposed as the result of the
      violation of any provision of Licensor’s Guidelines for Domestic Vendors except
      to the extent such violation materially affects Licensor’s ability to conduct
      its normal business operations. Licensee shall bear the risk of loss for the
      Licensed Products shipped under this Agreement until the Licensed Products
      have
      been delivered to Licensor’s distribution center or Licensor’s designated
      consolidator based on the applicable purchase order. 

     

    3.11. Licensor
      shall inspect all Licensed Products delivered and any (i) claims for damages
      or
      improper quantity shall be made by notice to Licensee within [--------------]12of
      the
      delivery to Licensor of Licensed Products and (ii) claims for Licensed Products
      that do not meet Licensor’s specifications and requirements, or that were
      manufactured in breach of the terms and conditions of this Agreement
      (“Nonconforming Goods”), shall be made by notice to Licensee within a reasonable
      time after Licensor’s discovery of such Nonconforming Goods. The failure by
      Licensor to interpose any such claim within such applicable period shall act
      as
      a waiver of any such claims, and such Licensed Products shall be deemed to
      have
      been accepted by Licensor. Licensee agrees to provide to Licensor, and Licensor
      agrees to accept that Licensor's sole remedy for claims made by Licensor for
      damaged Licensed Products or shortage in the quantity of Licensed Products
      delivered, will be the replacement of Licensed Products in the same quantity
      and
      type for which the Licensor is making such claim.

     

    3.12. All
      Nonconforming Goods for which a claim is timely made under Section 3.11 above
      may be returned by Licensor to Licensee at Licensee’s cost; provided
      however,
      that
      Licensor complies with the normal customer return procedures of Licensor, which
      are detailed in Licensor’s Guidelines for Domestic Vendors attached hereto and
      made part hereof as Exhibit G. Licensee shall not be entitled to receive any
      payment for units returned pursuant to this Section and must reimburse Licensor
      for any amounts already paid for such Nonconforming Goods.

     

      
        

      

    

    11 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.11.

    12 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.12.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

      
        	
              	4.	
                TERM.
                  

              


      

       

    

    4.01. (a) Unless
      earlier terminated pursuant to the terms and conditions of this Agreement,
      the
      term of this Agreement (the "Term") shall commence on the Effective Date, and
      shall continue in full force and effect until December 31, 2013, as
      follows:

    


    Product
      Design/Launch Year: Effective Date to December 31, 2008

    Year
      1:
      January 1 to December 31, 2009

    Year
      2:
      January 1 to December 31, 2010

    Year
      3:
      January 1 to December 31, 2011

    Year
      4:
      January 1 to December 31, 2012

    Year
      5:
      January 1 to December 31, 2013

     

    (b) Licensee
      shall be granted an automatic five (5) year extension term after the expiration
      of this Agreement commencing on January 1, 2014 until December 31, 2018 (the
      “Extension Term”), under the terms and conditions applicable to the Extension
      Term as provided herein and in Exhibit C-2 attached hereto, upon notice from
      Licensee to Licensor to extend this Agreement which notice shall be given not
      more than eighteen (18) months but not less than twelve (12) months prior to
      the
      expiration of the initial Term, provided, if, and only if, the following
      conditions are satisfied before any such extension takes effect:

    


    (i) Licensee
      has achieved the Ex Factory Sales Target set forth on Exhibit C for Year 4
      or
[----------]13
      in
      Ex
      Factory Sales for the cumulative period beginning on the Effective Date until
      the end of Year 4; and

    


    (ii) No
      Event
      of Default, as hereinafter defined in Section 4.03, exists.

    


    If
      Licensee fails to fulfill any of the conditions set forth in this Section 4.01,
      Licensee shall give Licensor written notice of its desire to extend not less
      than [-------------]14
      prior to
      the expiration of the initial Term. Within [----------]15
      days
      from
      Licensor’s receipt of such notice, Licensor shall have the option to: (1) grant
      Licensee the Extension Term under the terms and conditions provided herein
      and
      in Exhibit C-2 attached hereto; or (2) grant the Extension Term under new terms
      and conditions to be negotiated and agreed by the parties; or (3) terminate
      the
      Agreement as provided herein. 

     

      
        

      

    

    13 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.13.

    14 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.14.

    15 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.15.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (c) If
      the
      Extension Term has been exercised, then Licensor and Licensee agree to negotiate
      in good faith the terms of a second five (5) year optional extension term not
      less than six (6) months prior to the expiration of the Extension Term.


    


    (d) “Term”
      shall also be deemed to include the Extension Term if either or both of the
      Extension Term or the second five (5) year optional extension has been granted
      and the context of this Agreement so indicates.

    


    4.02. Time
      is of the essence with respect to all payments of Guaranteed Minimum Royalty
      or
      Sales Royalty hereunder.
      If
      Licensee should fail to make any payment in full of any Guaranteed Minimum
      Royalty or Sales Royalty within five (5) business days when due, (i) Licensee
      shall pay interest on such unpaid sum from and including the date such payment
      becomes due until the date of payment in full at a rate equal to the prime
      rate
      prevailing in New York, New York at Citibank, N. A., from time to time during
      the period of such delinquency, plus [-------------]16,not
      to
      exceed the maximum allowed by law and (ii) if such default should continue
      uncured for a period of five (5) business days after notice to Licensee that
      such five (5) business days has elapsed without payment, then such failure
      shall
      constitute an Event of Default..

    


    4.03 Any
      of
      the following events shall constitute an “Event of Default”:

    


    (a) Licensee
      fails to pay the Guaranteed Minimum Royalty or Sales Royalty as set forth in
      Section 4.02;

     

    (b) Licensee
      commits any material breach of this Agreement which is not capable of remedy;
      

     

    (c) Licensee
      commits any material breach of this Agreement which is capable of remedy and
      fails to remedy such breach within [-------------]17
      of
      Licensor’s written notice to Licensee of the breach
      or if
      such cure cannot be reasonably be effected within such [----------------]18 period,
      substantial efforts have not been expended by Licensee or Licensee’s Guarantor
      with reasonable prospects for a cure within a commercially reasonable
      time.
      Notwithstanding the foregoing, if Licensee conducts its business hereunder
      in a
      manner which requires Licensor to give more than [---------------]19  notices
      for a material breach in any consecutive [------------------]20 period
      pursuant to this Section 4.03 to obtain Licensee's compliance with this
      Agreement, then Licensor may elect to refuse to permit Licensee to cure such
      material breach; or;

     

      
        

      

    

    16 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.16.

    17 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.17.

    18 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.18.

    19 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.19.

    20 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.20.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    (d) If
      Licensee should fail to perform any of the other terms, conditions, agreements
      or covenants it is obligated to perform hereunder which is curable
      within [-------------]21 
but
      continues uncured for a period of [----------------]22
      after
      Licensor gives Licensee written notice, or if said breach is curable but not
      within [------------------]23 
and
      all
      reasonable steps necessary to cure have not been taken within said [-------------]24 or
      Licensee is not diligently taking all steps necessary to cure said breach as
      promptly as practicable. Notwithstanding the foregoing, a series of otherwise
      non-material breaches, whether curable or not, could under the appropriate
      facts
      and circumstances, rise to the level where such failures taken in the aggregate
      could be deemed to materially adversely affect the business of Licensor, the
      Licensed Marks or the ability of Licensee to carry out the spirit and intent
      of
      this Agreement, which could then be considered an Event of Default;
      or

    


    (e) 
      Licensee
      or any Licensee Affiliate directly or indirectly opposes (or assists any third
      party to oppose) the registration or renewal of any of the Licensed Marks,
      design and/or patent or any trademark, design and/or patent application or
      renewal of Licensor; or

     

    (f) Licensee
      or any Licensee Affiliate itself registers or disputes or directly or indirectly
      assists any third party to dispute the validity of any of the Licensed Marks,
      design and/or patent of Licensor; or

     

    (g) If
      Licensee commences or becomes the subject of any case or proceeding under any
      applicable federal, state or foreign bankruptcy laws or if a court appoints
      a
      receiver, liquidator, assignee, trustee, custodian, sequestrator or other
      similar official for Licensee and any such involuntary proceeding or appointment
      is not discharged within [------------------]25;
      or

     

    (h) If
      Licensee should default on any material obligation which is secured by a
      security interest in any Licensed Product, and such default is not cured within
      the applicable cure time, if any; or 

     

    (i) At
      any
      time after Year 1, if
      Licensee shall have failed to continue the manufacture and sale of any Licensed
      Products in commercial quantities for a period longer than [---------------]26;
      or

     

    
      
        (j)
          Upon
          the
          happening of a Transfer Transaction, as defined in Section
          4.05.

      

    

    
       

    

    4.04. Upon
      an
      Event of Default, then Licensor may, upon written notice to
      Licensee:

     

    (a) immediately
      terminate this Agreement in its entirety; or

     

      
        

      

    

    21 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.21.

    22 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.22.

    23 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.23.

    24 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.24.

    25 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.25.

    26 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.26.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (b) immediately
      terminate the Agreement as to one or all of the Products; or

     

    (c) inform
      Licensee that Licensor is considering terminating the Agreement, and at any
      time
      during the [---------------]27 following
      such notice, give Licensee not fewer than [----------------]28 notice
      of
      the day when the Agreement shall terminate, in whole or in part. 

    


    4.05
      A
      "Transfer
      Transaction"
      will
      be
      deemed to have occurred if, (a) Licensee sells or otherwise disposes of a
      controlling interest in its business or assets to a third party including,
      without limitation, through a sale of stock (it being agreed that expiration
      or
      termination of any contracts now or hereafter existing of Licensee shall not
      be
      deemed to be a Transfer Transaction), (b) operating control of Licensee is
      transferred (if then-current management of Licensee is changed or no longer
      is
      involved directly in the day-to-day (executive) supervision of Licensee's
      performance under this Agreement, provided, however, that nothing in this
      Section 4.05 shall be deemed to prohibit the hiring, termination or reassignment
      of personnel or realignment, reassignment or allocation of personnel duties
      in
      the sole discretion of Licensee), or (c) Licensee takes any action which is
      prohibited pursuant to Section 16.01 below. 

    


    
      	
            	5.	
              CONFIDENTIALITY;
                SECURITES DISCLOSURE.

            


    

    


    5.01. Licensee
      acknowledges that all information relating to the business and operations of
      Licensor which it acquires, learns or will learn during the Term, all special
      design concepts which Licensor provides and has provided to it and all Creative,
      Formulae, prototypes and product concepts including, without limitation,
      coloration, fabrication, packaging and sourcing information and identification
      of manufacturing contractors (the "Licensor Confidential
      Information") received
      by it from Licensor or approved by Licensor which are not commonly or currently
      known in the marketplace are valuable property of Licensor. Licensee
      acknowledges the need to preserve the confidentiality and secrecy of such
      Licensor Confidential Information and agrees that, during the Term and after
      the
      expiration or other termination hereof, it shall not use or disclose same,
      except to the extent expressly provided herein, and it shall take all necessary
      steps to ensure that use of Licensor Confidential Information by it, by
      Licensee’s Affiliates or by its Contractors, Distributors and suppliers (which
      use shall be solely as necessary for, and in connection with, the manufacture,
      distribution, sale, advertising and promotion of Licensed Products) shall
      preserve such confidentiality and secrecy in all respects. Licensee hereby
      indemnifies Licensor against any and all damage of any kind which may be
      suffered by Licensor as a result of any breach by Licensee, by Licensee’s
      Affiliates or any of its agents and/or Contractors, Distributors and suppliers
      of the provisions of this Section. The provisions of this Section and Licensee's
      obligations hereunder shall survive the expiration or termination of the Term.
      Notwithstanding the foregoing, Licensor Confidential Information shall not
      include the following:

    


    (a) information
      that at the time of receipt by Licensee was already known to
      Licensee;

     

      
        

      

    

    27 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.27. 

    28 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.28. 

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (b) information
      that at any time is received by Licenee or any of Licensee’s Affiliates from a
      third party, which was lawfully in possession of the same and had the right
      to
      disclose the same; and 

    


    (c) information
      that as of the date of receipt by Licensee is in the public domain or
      subsequently enters the public domain without fault on the part of Licensee
      or
      Licensee’s Affiliates; or

    


    (d) is
      disclosed pursuant to compulsory process, or federal, state or local
      governmental requirement after Licensee has notified Licensor of such compulsory
      process or governmental requirement, and Licensor has had the opportunity to
      obtain a protective order or confidential treatment agreement with provisions
      equivalent to the provisions of this Agreement. 

    


    5.02.
       Licensor
      and Licensee shall mutually agree upon the content and distribution of a joint
      press release to be issued upon execution of this Agreement, as well as public
      disclosure on the Current Report on Form 8-K. Licensor acknowledges that
      Licensee’s parent, Inter Parfums, Inc., is a publicly held company with its
      Common Stock traded on The Nasdaq Global Select Market and is subject to
      reporting requirements of the United States federal securities laws, and its
      subsidary, Inter Parfums, S.A. has its shares traded on the Euronext, and is
      subject to its reporting requirements. Nothing in the Agreement shall prohibit
      the disclosure as may be required of Inter Parfums, Inc. under such securities
      laws. 

    


    5.03. Subject
      to the provisions of Section 5.02 above, without the prior written consent
      of
      the other party, either party will not, and will direct its directors, officers,
      employees, Affiliates and representatives not to, disclose to any person that
      this Agreement exists, that any information has been made available or any
      opinion or view with respect to the other party or any information relating
      to
      the other party.

    


    5.04 Licensor
      and its Affiliates shall
      not
      purchase
      or sell the
      securities of Inter Parfums, Inc., its indirect subsidiary, Inter Parfums,
      S.A.,
or
      communicate material non-public information relating to Inter Parfums, Inc.
      or
      Inter Parfums, S.A. to any other person under circumstances under which it
      is
      reasonably foreseeable that such person is likely to purchase or sell
the
      securities of Inter Parfums, Inc. or Inter Parfums, S.A. if such persons were
      to
      be in possession of material non-public information.

    


    MANUFACTURE
      OF LICENSED PRODUCTS AND QUALITY CONTROL.

    


    6.01. The
      contents and workmanship of Licensed Products (including all Creative and
      Formulae) shall at all times be of the highest quality and Licensed Products
      shall be distributed, offered for sale and sold with packaging and sales
      promotion materials appropriate for highest quality Products and consistent
      with
      Licensor’s standing and reputation in the retail industry and with the public as
      a first-rate retail firm, all with Licensor’s prior approval.

    


    6.02. Licensee
      is solely responsible for selecting and managing all Contractors that perform
      services for Licensee pursuant to this Agreement. Licensee, however, must be
      sure that all such Contractors who are involved or provide services in
      connection with product design, package design, overall creative marketing
      and
      visual display (i.e., Licensee’s primary creative agencies, not Distributors’
agencies who are focused on adapting creative images for their markets) or
      final
      filling and manufacturing processes, are approved in writing by Licensor
      (“Approved Contractor”) prior to their performance of any such services.
      Licensor’s approval of any Approved Contractors shall in no way diminish
      Licensee’s obligations under this Agreement. Licensee shall remain responsible
      and liable to Licensor for all obligations hereunder including, but not limited
      to, those undertaken by an Approved Contractor. Approved Contractors may not
      subcontract the development, production, manufacture or distribution of any
      Licensed Products except to Approved Contractors who have been approved to
      provide such services for such Licensed Products. Licensor shall have no legal
      or financial liability to any Contractors or subcontractors of
      Licensee.

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    6.03. Licensee
      shall be responsible, at its sole cost and expense, for development of product
      concepts, Formulae, other Creative and all other aspects of actual or proposed
      Licensed Products, for making all samples and all aspects of the manufacture
      and
      safety in compliance with applicable law.

    


    6.04. On
      an
      annual basis, Licensee (with Licensor’s collaboration in Licensor’s sole
      discretion) shall prepare a product development plan for the next calendar
      year
      (each an “Annual Plan”). The Annual Plan shall set forth descriptions of the
      Licensed Products Licensee plans to develop (including a description of each
      SKU), and a timeline for the development of each of these products, all subject
      to Licensor’s prior written approval. 

    


    6.05. Licensee
      shall, at its expense, create, develop and manufacture the Licensed Products,
      which shall be subject to the prior written approval of Licensor, in its sole
      discretion, and Licensee shall provide written notice to Licensor at each stage
      of production, as follows:

    


    
      	 	
              
                ·

              

            	
              Product
                concept,

            


    

    
      	 	
              
                ·

              

            	
              bottle
                or container design and styling,

            


    

    
      	 	
              
                ·

              

            	
              development
                and choice of Personal Care Products or Home Fragrance
                Products,

            


    

    
      	 	
              
                ·

              

            	
              development
                and choice of packaging, and

            


      	 	
              
                
                  ·

                

              

            	choice of the product
              name.


    

     

    6.06. Licensor
      shall have [--------------]29from
      the
      date of Licensor’s receipt of the submission by Licensee of a matter for
      approval to either approve or reject such matter. Licensor acknowledges that
      in
      connection with the development of the Licensed Products, time deadlines are
      extremely important at each stage of development. Accordingly, if Licensor
      fails
      to respond within the aforementioned [------------------]30 approval
      period, then such submission for approval will be deemed disapproved and
      Licensee shall resubmit such submission to Licensor. If Licensor does not
      respond within [-------------]31 from
      Licensor’s receipt of Licensee’s second submission for approval, Licensor shall
      be deemed to have provided its approval for such matter submitted for Licensor’s
      approval. 

    
       

        
          

        

      

      29 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.29.

      30 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.30.

      31 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.31.

       

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    6.07. At
      Licensor’s sole discretion, and at Licensor’s expense, Licensor may use
      quantitative means (such as focus groups or other consumer oriented tests)
      to
      evaluate the variations and select the most appropriate variations for further
      refinement and/or development. Licensor shall not, however, be bound by the
      results of any such concept testing. 

     

    6.08. Licensee
      shall ensure that all prototypes submitted for approval must adhere to the
      legal
      requirements in territories in which manufacturing and distribution of Licensed
      Products are anticipated to occur and any territories from which components
      or
      ingredients thereof may be obtained.

     

    6.09. Licensor,
      at is sole cost and expense, shall ensure that it has secured all intellectual
      property rights in the Licensed Marks (including but not limited to, any new
      brand names and trademarks, whether developed by Licensor or Licensee) and
      Licensee shall ensure that it has secured all other legal requirements in
      Licensed Products such that the Licensed Products may freely be manufactured,
      distributed, marketed or sold in the Territory. 

     

    6.10. Licensor
      shall give Licensee sufficient advance notice of the countries within the
      Territory where Licensed Products are presently sold and intended to be sold
      in
      order to permit Licensee to comply with the applicable law of each such country.
      Licensee must adhere to any special ingredient restrictions, shelf-life
      requirements, labeling requirements and all other legal requirements for each
      such country within the Territory. Licensee will not sell Licensed Products
      in
      any country where Licensor does not have the Licensed Marks registered or where
      Licensor has a pending application for registration for the Licensed Marks
      or in
      violation of law, unless allowed by law. 

     

    6.11 (a) It
      is
      specifically understood and agreed that Licensor's decision to give its approval
      pursuant to this Agreement may be based solely on Licensor's subjective
      standards and may be withheld in Licensor's sole and absolute discretion;
      provided however, that approvals, once given, may be withdrawn within
[--------------]32
       from
      over-all program approval with an objectively identified good faith,
      commercially reasonable basis, and not in the unreasonable discretion of the
      Licensor provided however, that if such approval once given, is withdrawn
      without an objectively identified good faith, commercially reasonable basis,
      then Licensor shall reimburse Licensee the actual cost that may have been
      incurred by Licensee, if any, in respect of the items for which approval was
      withdrawn and for which Licensee has presented reasonable supporting
      documentation, within [-----------------]33 of
      the
      presentation of such costs to Licensor. For instance, Licensor’s right, in its
      sole discretion, to disapprove or withdraw its approval shall include, but
      not
      be limited to, Licensor’s right to revoke its approval for any material,
      packaging and/or contents of a Licensed Product because its source of origin
      may
      be from the unethical treatment of animals. Licensor agrees that, if it
      withdraws a previously provided approval after [--------------------]34 from
      the
      time Licensor gave its overall program approval, with an objectively identified
      commercially reasonable basis therefor, the relevant Licensed Products that
      may
      be affected by the withdrawal of Licensor’s approval shall be considered
      Discontinued Goods and shall be subject to the provisions of Section 20.01.
      

     

      
        

      

    

    32 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.32.

    33 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.33.

    34 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.34.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (b)
      Licensor shall have the right to approve any and all elements of the Licensed
      Products including but not limited to: (i) aroma, (ii) concept, (iii) Formula,
      (iv) Creative, (v) packaging materials, (vi) quality, (vii) design, (viii)
      materials (including the ingredients, pattern, color, composition and weight
      thereof), (ix) packaging, (x) the elements of the Licensed Marks to be used
      therewith, and (xi) the combinations and manner of use of such Licensed Marks
      (including, where relevant, the location, juxtaposition and size of any Licensed
      Marks appearing thereon). Licensor also reserves the right to approve and
      confirm that such Licensed Products conform with the relevant samples and/or
      specifications pre-approved by Licensor in writing in all respects. Licensor’s
      approval is understood to be specific to the Licensed Products for which such
      approval is given, unless otherwise specified by Licensor in
      writing.

     

    (c) Before
      Licensee makes any change to any aspect of the development, manufacture,
      production or distribution of a Licensed Product (including any changes to
      Creative therefor), Licensee must submit to Licensor a complete description
      of
      the change and the reason for the change. Licensor, in its sole discretion,
      will
      approve or reject such submission.

     

    6.12.  Notwithstanding
      the last sentence of Section 6.11(a) above, if Licensor requests Licensee to
      change a Licensed Product in order to comply with regulatory or legal
      requirements, then Licensee shall comply with the request and will develop,
      produce, manufacture and distribute conforming Licensed Product at Licensee’s
      sole cost and expense within [-----------]35 of
      Licensor’s request. However, in the event any of the Licensed Products need to
      be recalled for failure to comply with regulatory or legal requirements,
      Licensee shall use its commercially reasonable efforts to remove such Licensed
      Products from all points of sale within [--------------]36 from
      the
      date Licensee receives notice of such nonconforming condition unless a shorter
      period is required by law.

     

    6.13. (a) Each
      Licensed Product shall be manufactured, packaged, labeled, sold and distributed
      in accordance with all applicable national, state, provincial, local or other
      laws and regulations as well as the “Work Place Code of Conduct” as shown on
      Exhibit E attached hereto and made a part hereof. Licensor's approval of any
      sample shall not be construed to mean that Licensor has determined that the
      sample conforms to the laws or regulations of any jurisdiction referred to
      above. All Approved Contractors shall comply with the Work Place Code of
      Conduct. Notwithstanding anything to the contrary contained in the Work Place
      Code of Conduct, Licensor shall not have the right to terminate this Agreement
      as the result of a breach of the Work Place Code of Conduct unless such breach
      remains uncured after [------------]37 from
      the
      time Licensee receives notice of such breach. Any breach of either this
      Agreement or the Work Place Code of Conduct by one of Licensee’s Contractors
      shall be deemed a breach by Licensee, provided, however, that notwithstanding
      the last paragraph of the Work Place Code of Conduct, Licensee shall be
      permitted to cure such breach within the grace period provided in this Section
      6.13 by taking appropriate corrective action with the breaching Contractor,
      up
      to and including termination of such Contractor.

     

      
        

      

    

    35 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.35.

    36 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.36.

    37 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.37.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (b) Licensee
      shall display, including, without limitation, on all tags, labels and packaging
      for each Licensed Product and all business documents, advertising, promotional,
      publicity and exploitation material relating to it, any Licensed Mark only
      in
      such form and manner as is specifically approved by Licensor and its legal
      counsel. Licensee also shall cause to appear on all such items, such legends,
      markings and notices as either may be required by any law or regulation in
      the
      Territory or as Licensor reasonably may request including, without limitation,
      such legends, markings or notices, which may include Licensee's trade name
      or
      trademark, necessary to inform consumers that the Licensed Products are
      manufactured and/or distributed by Licensee. Licensee will acquire no
      proprietary rights in the Licensed Marks by virtue of such use.

     

    6.14. (a) Licensor
      also shall have the right, upon reasonable advance notice to Licensee, to
      inspect the manufacturing process for each Licensed Product produced under
      this
      Agreement at whatever place or places they may be manufactured.

    


    (b) Notwithstanding
      any contrary provision herein, if, at any time, any production of Licensed
      Product is disapproved by Licensor on the grounds that such sample does not
      conform to the approved preproduction sample and approved related range as
      presented to Licensor by Licensee or Licensor’s standards, Licensor shall so
      advise Licensee and, upon Licensee's receipt of such advice by written notice,
      approval with respect to that Licensed Product shall be deemed revoked.
      Thereafter, Licensee shall not manufacture or release such disapproved Licensed
      Product for public distribution until a new approval has been given for that
      Licensed Product.

    


    
      	
            	7.	
              ADVERTISING.

            


    

    


    7.01. (a) In
      recognition of the importance of consumer advertising in developing and
      projecting the image of the Licensed Marks and in enhancing the sales of
      Licensed Products, Licensee, in conjunction with Licensor, will develop a
      program for all Licensed Products bearing the Licensed Marks for distribution
      and sales of License Products outside of the United States (the "Image
      Program"). Licensor
      shall have the right to pre-approve, in accordance with section 7.03 (f) below,
      any and all aspects of the Image Program and any other advertising and promotion
      that is outside the Image Program, if any, shall require Licensor’s prior
      written approval at all times. In line with the foregoing, Licensee shall submit
      to Licensor for its review a detailed one year advertising and marketing plan
      (the “Annual Marketing Plan”) at least [----------------]38 before
      the beginning of each Year showing the budget for advertising and marketing
      expenditures for each country in the Territory. Furthermore, approximately
      every
[-----------------]39,
      Licensee agrees to conduct a review and status update meeting with Licensor,
      at
      which meeting Licensee will submit to Licensor a status report on the Annual
      Marketing Plan, 

     

    (b) As
      part
      of the Image Program, Licensor and Licensee shall jointly develop a set of
      guidelines (the “Marketing Guidelines”) which Licensee shall furnish to its
      Affiliates, Distributors, Contractors, and/or other business partners as needed
      who wish to participate in the Image Program and Licensee shall use reasonable
      commercial efforts to ensure its Affiliates, Distributors, Contractors and/or
      other business partners adhere to the Marketing Guidelines.

     

      
        

      

    

    
      38 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.38.

      39 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.39.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    7.02 
      (a) In
      connection with the Image Program to be conducted by Licensee pursuant to
      Section 7.01(a) above, Licensee agrees that Licensee and its Distributors in
      the
      aggregate shall commit to spend in each Year an amount equal to [---------------]40 of
      Net
      Sales (the "Marketing Fund"), provided however, that the Marketing Fund shall
      never be less than the greater of (i) the minimum marketing fund amount as
      enumerated on Exhibits C and C-2, respectively, or (ii) [--------------]41 of
      the
      prior year’s Net Sales except that for the Year 2010, the Marketing Fund shall
      never be less than the minimum marketing fund amount as enumerated on Exhibit
      C
      (the “Minimum Marketing Fund”). 

    


    (b) Licensee’s
      costs or expenditures for participation in trade shows and/or for any other
      sales-related expenses including, but not limited to, slotting fees, trade
      advertising, showroom costs, sales samples, as well as travel and entertainment
      expenses, shall not be charged to the Marketing Fund. 

    


    7.03
      (a) The
      Marketing Fund shall be computed annually at the time Licensee renders the
      statement of its Chief Financial Officer in accordance with Section 10.02
      hereunder. In the event the Marketing Fund is more than the Minimum Marketing
      Fund for any given Year during the Term or any Year during any Extension Term,
      if applicable, then in such event, the difference between the Marketing Fund
      and
      the Minimum Marketing Fund for such Year, but solely to the extent that the
      Marketing Fund has not actually been expended by Licensee and its Distributors
      (the “Marketing Shortfall”), shall be added to the Marketing Fund commitment for
      the next Year (the “Carryover Year”). Further, both the Marketing Fund due for
      the Carryover Year and any Marketing Shortfall from the prior Year shall be
      expended by Licensee and its Distributors in conjunction with the Image Program
      by the end of the Carryover Year.

    


    (b) If
      Licensee and its Distributors fail to spend the Minimum Marketing Fund for
      any
      Year, or the Marketing Shortfall, if any, from the prior Year during any
      Carryover Year, then within [-------------]42 of
      either
      notice from Licensor or the date of an annual Operating Report that sets forth
      the failure to spend the Minimum Marketing Fund for any Year, or the Marketing
      Shortfall, if any, from the prior Year during any Carryover Year, Licensee
      shall
      spend such deficiency. The failure of Licensee to spend such deficiency within
      such [----------------]43 period
      shall be deemed a material breach of this Agreement. 

     

      
        

      

    

    
      40 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.40.

      41 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.41.

      
        42 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.42.

        43 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.43.

         

      

    

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (c) In
      the
      event there exists a Marketing Shortfall in the last Year of the Term or in
      the
      last Year of any Extension Term, if applicable, and Licensor has determined
      to
      continue in the business of selling Products, then Licensee shall be responsible
      to pay Licensor only [-------------]44
      of
      such
      Marketing Shortfall within 
[--------------]45 after
      the
      expiration or termination of the Term, or the Extension Term, as may be the
      case.

    


    (d) If
      Licensor determines not to continue selling Products after the Term or the
      Extension Term, if any, then notwithstanding anything to the contrary in this
      Agreement, Licensor agrees to waive Licensee’s Marketing Fund commitment for the
      last Year of the Term or any Extension Term, provided, however, that if there
      exists a Marketing Shortfall as of the first date of the final Year, then
      Licensee shall be responsible to pay Licensor only [----------]46 of
      such
      Marketing Shortfall within [--------------]47 after
      the
      expiration or termination of the Term, or the Extension Term, as may be the
      case, but only to the extent that the Marketing Shortfall was not actually
      expended during the final Year by Licensee and its Distributors.

    


    (e) All
      Licensed Products sold through the Licensor’s International Stores including any
      Paradies Stores in Canada will be given priority for in-store marketing,
      advertising and promotional activities (provided such stores participate in
      such
      programs), with the intent to have Licensor’s International Stores serve as the
      flagship locations for the Licensed Products. Licensee shall use its efforts
      to
      have Licensee’s Distributors supply, free of any charge, Licensed Product
      testers equal to one unit for each SKU that requires testers per month for
      each
      of Licensor’s International Stores.

     

    (f) Licensor
      shall have [---------------] 48 from
      the
      date Licensor’s receipt of the submission by Licensee of a matter for approval
      required in this Section 7 to either approve or reject such matter. Licensor
      acknowledges that in connection with the marketing of the Licensed Products,
      time deadlines are extremely important at each stage of a marketing program.
      Accordingly, if Licensor fails to respond within the aforementioned [--------------]49approval
      period, then such submission for approval will be deemed disapproved and
      Licensee shall resubmit such submission to Licensor. If Licensor does not
      respond within [----------------]50 from
      Licensor’s receipt of Licensee’s second submission for approval, Licensor shall
      be deemed to have provided its approval for such matter submitted for Licensor’s
      approval. 

     

    7.04. At
      all
      times during the Term, Licensee shall employ a Marketing and Sales Manager
      approved by Licensor who shall devote a substantial portion of his or her time
      to the marketing and sale of the Licensed Products. Licensee shall maintain
      a
      network of Distributors that is, and will continue to be, an adequate sales
      force for the Licensed Products throughout the Territory. 

     

      
        

      

    

    
      44 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.44.

      45 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.45

      
        46 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.46.

        47 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.47.

        
          48 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.48.

          49 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.49.

          
            50 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No. 10.132.50.

             

          

        

      

    

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    7.05. For
      clarification, Licensor acknowledges that Licensee has retained representatives
      and/or Distributors who show the Licensed Products to customers throughout
      the
      Territory. Licensee hereby expressly agrees to inform its representatives and
      Distributors of the foregoing and acknowledges that the acts of said
      representatives and Distributors shall be deemed Licensee's acts for all
      purposes hereunder.

    


    7.06. Licensee
      shall use reasonable commercial efforts to furnish to Licensor copies (tear
      sheets) of all marketing, advertising, and promotional materials that make
      use
      of the Licensed Marks. Licensee shall further use reasonable commercial efforts
      to provide these materials to Licensor as soon as it receives or becomes aware
      of such materials. 

    


    
      	
            	8.	
              GUARANTEED
                MINIMUM ROYALTY AND GUARANTEED MINIMUM SALES.

            


    

     

    8.01. In
      consideration of the license granted by Licensor hereunder, during the Term,
      Licensee shall pay the Licensor a Guaranteed Minimum Royalty in the amount
      of
[---------]51 for
      Year
      1 (2009), [------------] 52 for
      Year
      2 (2010), [-----------] 53 for
      Year
      3 (2011), [----------] 54 for
      Year
      4 (2012), and [---------] 55 for
      Year
      5 (2013). 

    


    8.02. The
      Guaranteed Minimum Royalty hereunder shall be paid in accordance with Section
      9.02.

    


    8.03. The
      Guaranteed Minimum Royalty paid for each Year is non-refundable but shall be
      credited against and recouped from the Sales Royalty otherwise payable for
      that
      Year only, as provided in Section 9.01 below and shall at no time be carried
      over from one Year to the next.

    


    8.04. In
      the
      event Licensee fulfills all of the conditions necessary for an automatic
      extension of the Term as enumerated in Section 3.01, Licensee shall pay to
      the
      Licensor for each year during the Extension Term a Guaranteed Minimum Royalty
      in
      the amount which is the greater of: (1) [------------]56 of
      the
      prior year’s actual Sales Royalty, or (2) the following amounts corresponding to
      each year of the Extension Term as follows:

     

      
        

      

    

    
      51 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.51.

      52 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.52.

      
        53 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.53.

        54 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.54.

        
          55 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.55.

          56 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No.
            10.132.56.

        

      

    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    January
      1
      to December 31, 2014: [---------] 57 

    January
      1
      to December 31, 2015: [---------] 58 

    January
      1
      to December 31, 2016: [---------] 59

    January
      1
      to December 31, 2017: [---------] 60 

    January
      1
      to December 31, 2018: [---------] 61 

    


    8.05 Licensee
      may satisfy its obligation to reach the Guaranteed Minimum Royalties set forth
      above with Wholesale Sales and Ex Factory Sales of Licensed Products, provided
      that Licensee will not receive credit against Guaranteed Minimum Royalties
      for
      (a) sales to Licensor’s U.S. Stores, and (b) Paradies Stores. 

    


    
      	
            	9.	
              SALES
                ROYALTY.

            


    

    


    9.01. In
      consideration of the license granted by Licensor hereunder, Licensee shall
      pay
      to Licensor for all Net Sales occurring from Effective Date until December
      31,
      2011, a sales royalty equal to: (1) [---------]62 
      of all
      net Wholesale Sales (the “Wholesale Sales Royalty”) and (2) [---------]63 of
      all
      net Ex Factory Sales (the “Ex Factory Sales Royalty”), provided that for all Net
      Sales occurring after December 31, 2011 until December 31, 2013 and throughout
      the Extension Term ending on December 31, 2018, if applicable, the Wholesale
      Sales Royalty shall be equal to [---------]64 of
      all
      net Wholesale Sales and the Ex Factory Sales Royalty shall be equal to
[---------]65 of
      all
      net Ex Factory Sales (the Wholesale Sales Royalty and the Ex Factory Sales
      Royalty together shall be the “Sales Royalty”). 

     

    9.02. Licensee
      shall account for and pay the Sales Royalty to Licensor for each Accounting
      Period within [---------] 66 from
      the
      last business day of each Accounting Period throughout the Term or any Extension
      Term, if applicable, which shall be the greater of: (1) [----------]67 of
      the
      Guaranteed Minimum Royalty or (2) the actual Sales Royalty computed on the
      basis
      of Net Sales during the Accounting Period; provided, however, that for each
      Year, the aggregate of Accounting Period payments will equal the greater of
      (1)
      the Guaranteed Minimum Royalty or (2) the actual Sales Royalty computed on
      the
      basis of Net Sales during the Year.

     

      
        

      

    

    
      57 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.57.

      58 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.58.

      
        59 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.59.

        60 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.60.

        
          61 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.61.

          62 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No.
            10.132.62.

        

      

    

    
      63 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.63.

      64 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.132.64.

      
        65 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.65.

        66
          Confidential information omitted and filed separately with the SEC
          with a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.132.66.

        
          67 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.67.

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

          
             

            Exhibit
              10.132: Certain confidential information in this Exhibit 10.132 was
              omitted and
              filed separately with the Securities and Exchange Commission (“SEC”) with a
              request for confidential treatment by Inter Parfums,
              Inc.

          

        

      

    

    
       

      9.03. No
        payment of Sales Royalty for any Year in excess of the amount of Guaranteed
        Minimum Royalty for the same Year shall reduce the total Guaranteed Minimum
        Royalty due to Licensor for any other Year.

    

    


    
      	
            	10.	
              ACCOUNTINGS.

            


    

    


    10.01. Licensee
      shall deliver to Licensor at the time each Sales Royalty payment is due, a
      statement in a form reasonably acceptable to Licensor, signed and certified
      as
      accurate by a duly authorized officer of Licensee, indicating in the aggregate
      (a) the Gross Sales of all Licensed Products shipped during the period covered
      by such Sales Royalty statement, (b) the amount of Allowable Deductions (if
      any)
      actually taken, (c) the Net Sales, (i) showing separately by Ex-Factory Sales
      and Wholesale Sales and (ii) the amount of sales to Licensor of Discontinued
      Goods and Remaining Discontinued Goods, if any, (d) a computation of the amount
      of Sales Royalty earned hereunder for said Accounting Period and for the current
      Year and (e) showing separately the amount of any Guaranteed Minimum Royalty
      due
      and payable and the Sales Royalty due and payable for such Accounting Period.
      Such statement shall be furnished to Licensor irrespective of the quantity
      of
      Licensed Products that have been sold during the Accounting Period for which
      such statement is due. 

    


    10.01.1
      Licensee
      shall also deliver to Licensor quarterly and annual operating reports containing
      the items enumerated on Exhibit H (the “Operating Reports”). The Operating
      Reports shall be in a form reasonably acceptable to Licensor, signed and
      certified as true and accurate in all material respects by a duly authorized
      officer of Licensee. Licensor intends that these Operating Reports shall be
      the
      basis for its periodic business-review meetings with Licensee. 

     

    10.02. Within
      [---------]68
      following
      the end of the most recently completed Year, Licensee shall deliver to Licensor,
      a statement signed by its chief financial officer relating to such Year, setting
      forth the information required to be submitted by Licensee in accordance with
      Sections 10.01 and the annual Operating Reports required under Section 10.01.1
      above, together with the amout of the Marketing Fund actually expended, and
      certifying that such information is true and accurate in all material
      respects.

    


    10.02.1 Concurrently
      with the execution of this Agreement, Inter Parfums, Inc., the direct parent,
      of
      Licensee, with an address at 551 Fifth Avenue, New York, NY 10176 (the
“Guarantor”), shall execute a Guarantee in favor of Licensor, which guarantees
      the performance of all of Licensee’s obligations under this Agreement. The
      parties hereto agree that upon a default under the Guarantee by the Guarantor,
      the Licensee shall be deemed to be in default under this Agreement and Licensor
      may terminate this Agreement immediately without prejudice to any other rights
      available to it hereunder. A copy of the Guarantee, which the parties agree
      shall not be modified without the express consent of Licensor in writing is
      attached hereto as Exhibit F.

     

      
        

      

    

    68 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.68.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

      
        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums, Inc.

         

      

    

    10.03. Receipt
      or acceptance by Licensor of any of the statements furnished, or of any sums
      paid, pursuant to this Agreement shall not preclude Licensor from questioning
      their correctness at any time. If Licensee or Licensor should fail to make
      any
      payment in full within [---------------]69 when
      due
      hereunder, such party shall pay interest on such unpaid sum from and including
      the date such payment becomes due until the date of payment in full at a rate
      equal to the prime rate prevailing in New York, New York at Citibank, N. A.,
      from time to time during the period of such delinquency, [-------------]70,
      not to
      exceed the maximum allowed by law.

    


    10.04. (a) Licensee
      shall maintain appropriate books of account in the United States in which
      accurate entries shall be made concerning all transactions within the scope
      of
      this Agreement. For a period of [-------------] 71 after
      the
      end of a Year of the Term, Licensor shall have the right, through any of its
      employees or other authorized representative of its choice, upon reasonable
      advance notice to Licensee, to examine and copy all or part of these books
      of
      account and all other records, documents and material in the possession or
      under
      the control of Licensee with respect to the subject matter of this Agreement,
      provided Licensor conducts such examination without undue interference or
      disruption of Licensee’s business.

    


    (b) 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 [----------] 72 or
      more,
      Licensee shall reimburse Licensor for the cost of such audit and shall make
      all
      payments required to be made to eliminate any discrepancy revealed by said
      audit
      within [----------] 73 after
      Licensor's demand therefor, plus interest at the prime rate prevailing from
      time
      to time in New York, New York at Citibank, N.A., [---------]74,
      not to
      exceed the maximum allowed by law, on such unpaid royalties from the date(s)
      said royalties were originally due and payable.

    


    (c) All
      books
      of account and records shall be kept available by Licensee for [--------------] 75 after
      the
      end of each Year of the Term.

    


    
      	
            	11.	
              INTELLECTUAL
                PROPERTY.

            


    

    


    11.01. (a) Licensee
      shall not question or otherwise challenge, either directly or indirectly, during
      the Term or after the termination or expiration of the Term, Licensor's
      ownership of and rights in the Licensed Marks, the Creative, the Formulae (to
      the extent they may exist), the validity of this Agreement or the validity
      of
      any registration or application for registration by Licensor of the Licensed
      Marks or any other intellectual property rights relating to the Licensed
      Products. Any and all goodwill and other rights which attach to or arise in
      connection with the use of the Licensed Marks by Licensee shall inure to the
      sole benefit of Licensor and shall remain vested therein. Licensee shall at
      any
      time, whether during or after the Term, execute any documents required by
      Licensor to confirm Licensor's ownership of the Licensed Marks, the Creative,
      or
      to record Licensee as a licensee or registered user of the Licensed Marks;
      provided, however, that in the event of any ambiguity or conflict between any
      provision of any such document and any provision of this Agreement, this
      Agreement shall prevail.

     

      
        

      

    

    
      
        69 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.69.

        70 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.70.

        
          71 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.71.

          72 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.72.

          
            73 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No. 10.132.73.

            74 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No.
              10.132.74.

          

        

      

      
        75 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.75.

         

      

    

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    (b) Licensee
      shall use the Licensed Marks strictly in compliance with all applicable legal
      requirements. Licensee shall not, at any time, do or suffer to be done any
      act
      or thing which may in any way adversely affect any rights in and to the Licensed
      Marks or any registrations thereof or which, directly or indirectly, may reduce
      the value of the Licensed Marks or detract from their reputation. Licensee
      shall
      not, and shall cause its customers to not, sell, advertise, promote or exploit
      Licensed Products in a manner that may reduce the value of the Licensed Marks
      or
      detract from their reputations.

    


    11.02. It
      is
      understood and agreed that nothing in this Agreement will be deemed in any
      way
      to constitute an assignment by Licensor of the Licensed Marks or of any rights
      therein, or to give Licensee any right, title or interest in and to the Licensed
      Marks (except the right to make use thereof as herein provided).

    


    11.03. If
      Licensee learns of any use by any person of any trademark, trade name or logo
      which it believes is confusingly similar to any Licensed Mark, it shall notify
      Licensor promptly and, if requested by Licensor, shall join with Licensor at
      Licensor's expense, in such action as Licensor in its discretion may deem
      advisable. The proceeds of any settlement of or recovery from any such action
      and any non-monetary rights obtained as a result of any such action shall belong
      entirely to Licensor. Licensee shall have no right to take any action with
      respect to any Licensed Mark without Licensor's prior written
      approval.

    


    11.04. Any
      copyright, industrial design right, or design patent which may be created in
      any
      sketch, design, Creative, advertising, packaging, label, tag or the like
      (hereinafter, collectively, "Materials") designed
      or approved by Licensor in connection with Licensed Products shall be the
      property of Licensor. Licensee shall not, at any time, do or suffer to be done
      any act or thing which may adversely affect any rights of Licensor in the
      Materials including, without limitation, filing any application in its name
      to
      record any claims to copyrights or design patents in Licensed Products and,
      upon
      Licensor's request, shall do all things of a ministerial nature reasonably
      required by Licensor to preserve and protect said rights including, without
      limitation, placing an appropriate copyright or industrial design right notice
      on all Licensed Products and the Materials therefor.

    


    
      	
            	12.	
              INDEMNIFICATION;
                INSURANCE.

            


    

    


    12.01. Licensee
      will indemnify and hold Licensor, its Affiliates and its agents harmless from
      and against any claim, suit, loss, damage, injuries or expense (including
      reasonable attorneys' fees) which Licensor may incur or be obligated to pay
      or
      for which it may become liable or be compelled to pay in any action, claim
      or
      proceeding against it arising out of or in connection with Licensee's
      performance of this Agreement including, without limitation, on account of
      any
      alleged defect in any Licensed Product produced by or for Licensee under this
      Agreement or the manufacture, labeling, sale, distribution or advertisement
      of
      any Licensed Product by Licensee in violation of any national, state,
      provincial, local or other law or regulation or otherwise. Licensor shall give
      Licensee prompt notice of any such claim or suit. The provisions of this Section
      and Licensee's obligations hereunder shall survive the expiration or termination
      of this Agreement.

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    12.02. Licensor
      will indemnify and hold Licensee and Licensee’s Affiliates harmless from any
      claim, suit, loss, damage or expense (including reasonable attorneys' fees)
      which Licensee may incur or be obligated to pay or for which it may become
      liable or be compelled to pay in any action, claim or proceeding against it
      arising solely out of a third-party claim alleging trademark infringement
      concerning the use by Licensee of the Licensed Marks as authorized in this
      Agreement in any jurisdiction included within the purview of trademark
      registration in the Territory. Licensee shall give Licensor prompt notice of
      any
      such claim or suit. Licensor shall have the right to undertake and conduct
      the
      defense of any suit so brought through counsel of Licensor's choice. The
      provisions of this Section and Licensor's obligations hereunder shall survive
      the expiration or termination of this Agreement.

    


    12.03. At
      all
      times during which Licensed Products are being sold and for [----------] 76 thereafter,
      Licensee shall, at its own expense, procure and maintain in full force and
      effect with a responsible insurance carrier with a minimum rating of A,
      Financial Category X by Best’s Key Rating Guide published by A.M. Best Company,
      a Commercial General Liability Insurance Policy including products liability
      coverage with respect to Licensed Products, with limits of not less than
[-----------] 77 combined
      single limit bodily injury and property damage, including products and completed
      operations, on an occurrence basis with [--------------] 78 
      coverage
      in the aggregate per year. Coverage shall include broad form property damage,
      contractual liability, including defense costs, personal and advertising injury
      liability. Licensee shall also obtain owned, non-owned and hired automobile
      liability insurance with at least [---------------] 79 
      combined
      single limit bodily injury and property damage limits as well as full statutory
      coverage for workers’ compensation in accordance with applicable state or
      country law and employers liability with limits of at least [------------------]
      80 
      and
      disability insurance for all its employees as required by law. Licensee’s
      coverage shall include Alternate Employers Coverage for these limits. These
      policies will contain waivers of the insurer’s subrogation rights against
      Licensor and Licensee where permitted by law. Licensee shall at all times
      provide Licensor with the benefit of the maximum amount of insurance that it
      procures for itself during any extension term, if applicable, provided however,
      that such insurance shall not be less than the amounts provided in this Section
      12.03. 

     

      
        

      

    

    
      
        76 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.76.

        77 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.77.

        
          78 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.78.

          79 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.79.

          
            80 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No.
              10.132.80.

          

        

      

    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    Licensee
      shall deliver a certificate of such insurance to Licensor promptly following
      complete execution of this Agreement and annually thereafter shall furnish
      to
      Licensor evidence of the maintenance of said insurance policy. Nothing contained
      in this Section 12.03 shall be deemed to limit, circumscribe or affect in any
      way the indemnification provisions of Section 12.01 above.

     

    12.04. Notwithstanding
      anything to the contrary contained in this agreement, under no circumstances
      shall either party be liable to the other for indirect, incidental,
      consequential, special or exemplary damages (even if such party 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.

    


    
      	
            	13.	
              EFFECT
                OF EXPIRATION OR TERMINATION.

            


    

    


    13.01. The
      termination of this Agreement, for any reason, shall be without prejudice to
      any
      other right or remedy Licensor may have including, without limitation, all
      rights and remedies which it has, or which are granted to it by operation of
      law, to enjoin (both on a preliminary and permanent basis) the unlawful or
      unauthorized use of the Licensed Marks, to collect royalties payable by Licensee
      hereunder and to be compensated for damages for breach of this Agreement, and
      such rights and remedies are hereby expressly reserved. Notwithstanding the
      foregoing, any amounts expended by Licensor or Licensee are expended with the
      knowledge that this Agreement may be terminated in accordance with its terms.
      Accordingly, Licensee waives any claim against, liability of or
      compensation from Licensor with respect to its investment in, and other amounts
      expended in respect of the anticipation of the continuation of, this Agreement
      or as a result of the
      expiration or termination of this Agreement in accordance with its
      terms.

    


    13.02. (a) If
      either
      party serves upon the other pursuant to an express provision of this Agreement,
      a notice that it desires to terminate this Agreement or that it desires that
      the
      Term shall not be extended, Licensee’s obligation to submit Creative, Formulae
      (to the extent that Licensee may have rights to such Formulae), prototypes
      and
      product concepts pursuant to Section 4.02 shall continue until such termination
      or expiration as to any designs in process and Licensee shall promptly deliver
      same to Licensor.

    


    (b) Except
      as
      otherwise specifically provided in this Section 13 and Section 20, on the
      expiration or termination of the Term, all of the rights of Licensee under
      this
      Agreement shall immediately terminate and shall revert automatically to
      Licensor; all Sales Royalties on sales theretofore made shall become due and
      payable in accordance with the terms provided herein; and Licensee shall
      discontinue forthwith all use of the Licensed Marks, shall no longer have the
      right to use the Licensed Marks or any variation or simulation thereof for
      any
      purpose and shall, promptly upon Licensor's request, free of charge, execute
      any
      and all documents Licensor may deem necessary or desirable to the effect that
      Licensee no longer has the right to manufacture, advertise, promote and sell
      Licensed Products hereunder or to use the Licensed Marks (and if Licensee fails
      to do so promptly, Licensor shall have the right to sign such documents on
      Licensee's behalf). In addition, Licensee shall thereupon destroy or, if
      requested by Licensor, shall deliver to Licensor all samples in its possession
      and all point-of-sale material (such as vials, bags, displays and counters),
      advertisements, advertising materials of all kinds and other material in its
      possession with the Licensed Marks thereon, to be paid by Licensor at Licensee’s
      actual cost.

    


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    13.03. Notwithstanding
      the expiration or other termination of the Term, neither Licensor nor Licensee
      shall be released from any obligation that accrued prior to the date of
      expiration or termination and each of Licensor and Licensee shall remain bound
      by the provisions of this Agreement which by their terms impose upon Licensor
      or
      Licensee obligations extending beyond the date of expiration or other
      termination.

    


    13.04. Licensee
      shall, within [-----------] 81 from
      the
      last day of the month in which Licensee receives a notice of termination or
      expiration of the Term from Licensor, and monthly thereafter until [-----------] 82 after
      the
      termination or expiration of the Term, deliver to Licensor a complete and
      accurate schedule of Licensee's inventory of Licensed Products, work-in-process,
      and/or related components in the possession of, or in transit to, Licensee
      and
      its Affiliates (the “Wind-down Inventory”), and shall also use commercially
      reasonable efforts to obtain a schedule of Wind-down Inventory from its
      Distributors or Contractors, prepared as
      of the
      last business day of the month in which Licensee receives such notice and as
      of
      the last business day of each of the next [------------] 83 thereafter
      (the “Wind-down Inventory Schedule”). 

    


    
      	
            	14.	
              REPRESENTATIONS
                AND WARRANTIES.

            


    

    


    14.01. Licensor
      represents and warrants that it is a corporation in good standing under the
      laws
      of the State of Delaware and that it has full right, power and authority to
      enter into this Agreement and to perform all of its obligations hereunder.
      Licensor further represents and warrants that it has granted no other license
      or
      agreement to use the Licensed Marks on Products in the Territory other than
      as
      set forth in Exhibit D-2, and that it shall grant no such other license or
      agreement during the Term and the Extension Term, except in accordance with
      the
      provisions of Section 19.05. 

    


    14.02. Licensee
      represents and warrants that it is a limited liability organized in the State
      of
      New York and in good standing under the laws of said State, that it has full
      right, power and authority to enter into this Agreement and to perform all
      of
      its obligations hereunder and that the party signing on its behalf is duly
      authorized to do so.

    


    14.03. Each
      of
      Licensee and Licensor represents and warrants that it did not engage any broker
      in connection with this Agreement or the transactions contemplated
      hereby.

    


    
      	
            	15.	
              FORCE
                MAJEURE.

            


    

    


    15.01. Neither
      party hereto shall be under any liability hereunder to the other on account
      of
      any loss, damage or delay occasioned or caused by lockouts, strikes, riots,
      fires, explosions, blockade, civil commotion, epidemic, insurrection, war or
      warlike condition, the elements, embargoes, failure or inability to obtain
      material or transportation facilities, acts of God or the public enemy,
      compliance with any law, regulation or other governmental order, whether or
      not
      valid, or other causes beyond the control of the party affected, whether or
      not
      similar to the foregoing; provided, however, that if such condition continues
      for [-----------] 84 and
      is
      not industry-wide but applies only to Licensee, Licensor may terminate the
      Term
      on [-----------] 85 written
      notice which may be given at any time after said [--------------]86 and
      provided, further, that nothing herein shall at any time excuse any accrued
      obligation for the payment of money.

     

      
        

      

    

    
      
        81 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.81.

        
          82 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.82.

          83 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.83.

          
            84 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No. 10.132.84.

            85 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No.
              10.132.85.

          

        

      

      
        86 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.86.

         

      

    

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    
      	
            	16.	
              ASSIGNABILITY.

            


    

    


    16.01. Licensee
      may not assign or sublicense any or all of its rights or delegate any of its
      duties under this Agreement, except for an assignment or delegation of duties
      to
      a Licensee Affiliate upon prior written notice to Licensor, provided that any
      such assignment or delegation shall not relieve Licensee of any liability under
      this Agreement. Other than as permitted by the immediately preceding sentence,
      any deliberately attempted assignment, sublicense, or delegation or any one
      of
      these purportedly occurring by virtue of the operation of law shall be void
      and
      shall constitute grounds for termination of this Agreement in accordance with
      Section 4.04 above.

    


    16.02. This
      Agreement shall inure to the benefit of and shall be binding upon the parties,
      Licensor's successors, transferees and assigns and Licensee's permitted
      successors, transferees and assigns.

    


    
      	
            	17.	
              NOTICES.

            


    

    


    17.01. Any
      notice or other communication under this Agreement will be in writing and will
      be considered given when delivered personally, sent by confirmed telefax or
      delivered by an overnight courier service (such as Federal Express or DHL)
      which
      requires the addressee to acknowledge receipt thereof or by certified mail,
      return receipt requested, to the parties at the addresses shown at the top
      of
      this Agreement, or at such other address as a party may specify by notice to
      the
      other.

    


    
      	
            	18.	
              INTERNATIONAL.

            


    

    


    18.01 Licensee
      acknowledges that under the applicable trademark laws of many countries of
      the
      world (other than the United States) the filing of Registered User Agreements
      or
      other statutorily-mandated documents is a prerequisite to use of a trademark
      by
      any party other than the registered owner. Accordingly, Licensee shall not
      offer
      for sale or sell Licensed Products for resale in any country which requires
      a
      Registered User agreement or other document filing until an appropriate document
      has been filed. Licensor reserves the right to require Licensee to prepare
      and
      file such Registered User Agreements at Licensee’s sole cost and expense.
      Licensee shall comply with all applicable laws and regulations in the Territory.
      

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    18.02. Licensee
      shall have the right to use foreign Distributors that are approved by Licensor
      (each an “Approved Foreign Distributor”). Approved Foreign Distributors shall be
      in the business of distributing upscale or designer fragrance, cosmetic and
      personal care products to upscale retail outlets, such as specialty stores,
      duty-free stores and department
      stores. Any foreign distributor that is an Affiliate of Licensee shall be deemed
      to be an Approved Foreign Distributor. Licensor shall have the right to Approve
      Foreign Distributors on the basis of the aforementioned objective criteria,
      together with the following terms and conditions:

    


    (a) The
      Approved Foreign Distributor's rights will cease immediately upon the expiration
      or other termination of this Agreement (if not sooner), except as otherwise
      provided in Section 20.02. hereof.

    


    (b) The
      Approved Foreign Distributor will not manufacture Licensed Products or affix
      any
      markings on the Licensed Products (including on the packaging therefor, unless
      such markings are required by law in any particular country in the Territory
      and
      Licensor's prior approval has been sought and given).

    


    (c) The
      Approved Foreign Distributor acknowledges that Approved Foreign Distributor
      will
      not acquire any rights in the Licensed Marks, the Creative or the Formulae
      as a
      result of such distribution and that any and all good will and other rights
      which attach to or arise in connection with the use of the Licensed Marks by
      the
      Approved Foreign Distributor shall inure to the sole benefit of Licensor and
      shall remain vested therein.

    


    18.03. Licensee
      shall use its commercially reasonable efforts to exploit the rights herein
      granted throughout the Territory and to sell the maximum quantity of Licensed
      Products therein consistent with the high standards and prestige represented
      by
      the Licensed Marks. Licensor and Licensee acknowledge that the Licensed Products
      are intended to be of the highest quality and marketed in a manner commensurate
      with Licensor’s standing and reputation in the retail industry. Accordingly, and
      in order to maintain the reputation, image and prestige of the Licensed Marks,
      Licensee's international distribution patterns shall consist only of the
      Combined International Distribution Channels. Licensor reserves the right,
      based
      upon evidence that at least one of the following events has occurred: (1) that
      a
      particular retail establishment no longer carries the number and range of
      designer brands required herein, (2) that a particular retail establishment
      has
      failed to provide Licensor with any and all marketing materials that require
      Licensor’s prior approval or that such marketing materials are not in compliance
      with Licensor’s standards or requirements or (3) that a particular retail
      establishment is marketing or offering for sale the Licensed Products in a
      manner that Licensor considers to be detrimental to the prestige and protection
      of the Licensed Marks, to decide if a “change in circumstances” has occurred and
      that a particular department store or specialty store no longer maintains the
      reputation, image and prestige necessary for the sale of the Licensed Products,
      to remove such department store or specialty store from Upscale International
      Distribution Channels for further sales of Licensed Products upon [-----------------] 87 notice
      to
      Licensee. For clarification, Licensor acknowledges that Licensee has retained
      representatives who show the Licensed Products to customers through regional
      markets throughout the Territory. Licensee hereby expressly agrees to inform
      its
      representatives of the foregoing and acknowledges that the acts of said
      representatives shall be deemed Licensee's acts for all purposes under this
      Section 18.03.

     

      
        

      

    

    
      
        87 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.87.

         

      

    

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    18.03.01. Licensee
      shall exercise commercially reasonable efforts to sell and/or market its
      Licensed Products in at least all countries where Licensor’s International
      Stores are located by the end of 2009 and in every other additional country
      where there will be Licensor’s International Stores within [--------------] 88
      from
      the
      date such Licensor’s International Stores in these additional countries open for
      business.

    


    18.04 All
      Licensed Products sold through the Licensor’s International Stores, Licensor’s
      joint venture partners, licensees and subsidiaries in any one country will
      receive pricing which is no less favorable than the best price Licensee or
      its
      Distributors provides to non-Brooks Brothers brand stores located outside of
      the
      United States in that particular country. 

     

    18.05. Licensee
      agrees to use reasonable commercial efforts to have Licensed Products launched
      in Upscale
      International Distribution Channels no later than June 1, 2009.

    


    
      	
            	19.	
              MISCELLANEOUS.

            


    

    


    19.01. Nothing
      herein contained shall be construed to constitute the parties hereto as partners
      or as joint venturers, or either as agent of the other, nor shall a
      franchisor/franchisee relationship be construed hereby and Licensee shall have
      no power to obligate or bind Licensor or Licensor’s Affiliates in any manner
      whatsoever, it being intended by the parties hereto that Licensee's relationship
      to Licensor hereunder shall be as an independent contractor responsible for
      its
      own actions.

    


    19.02. No
      waiver
      by either party, whether express or implied, of any provision of this Agreement,
      or of any breach or default thereof, shall constitute a continuing waiver of
      such provision or of any other provision of this Agreement or an election among
      available remedies.

    


    19.03. If
      any
      provision or any portion of any provision of this Agreement shall be held to
      be
      void or unenforceable, the remaining provisions of this Agreement and the
      remaining portion of any provision held void or unenforceable in part shall
      continue in full force and effect; provided, however, that no such determination
      shall excuse any accrued obligation for the payment of money.

    


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

    


    19.05. (a) Licensor
      shall have the right, exercisable at any time, to negotiate and enter into
      agreements of a nature similar to those in Exhibit D-2 with third parties (the
      “Third Party Agreements”), provided that, in no event shall any manufacturing
      rights for Products be granted. Licensor shall notify Licensee in writing of
      the
      execution of any agreement granting a license to use the Licensed Marks as
      described in this Section 19.05(a).

     

      
        

      

    

    
      
        88 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No.
          10.132.88.

      

    

    
      
        
          
             

            
              
                
                

              

              
                33

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    (b) Licensor
      shall also have the right to negotiate and enter into agreements with third
      parties during the Wind-down Period as defined in Section 20.01(b). Licensor
      shall notify Licensee in writing of the execution of any agreement granting
      a
      license to use the Licensed Marks in connection with the Products as described
      in this Section 19.05(b).

    


    19.06. This
      Agreement shall be construed in accordance with the laws of the State of New
      York without regard to the choice of law provisions. The parties agree that
      any
      action, suit or proceeding based upon any matter, claim or controversy arising
      hereunder or relating hereto shall be brought solely in the State Courts of
      or
      the Federal Court in the State of New York and County of New York; except that
      in the event either party is sued by a third party or joined in any other Court
      or in any forum by a third party in respect of any matter which may give rise
      to
      a claim hereunder, the parties consent to the jurisdiction of such court or
      forum over any claim which may be asserted therein between the parties hereto.
      The parties hereto irrevocably waive any objection to the venue of the
      above-mentioned courts, including any claim that such action, suit or proceeding
      has been brought in an inconvenient forum. Any process in any action, suit
      or
      proceeding arising out of or relating to this Agreement may, among other methods
      permitted by law, be served upon Licensee by delivering or mailing the same
      in
      accordance with Section 17.01 hereof. THE
      PARTIES IRREVOCABLY WAIVE A JURY TRIAL.
      The
      parties agree that the United Nation’s Convention on Contracts for the
      International Sale of Goods (1980) is specifically excluded from application
      to
      this Agreement.

    


    19.07. This
      writing sets forth the entire understanding between the parties with respect
      to
      the subject matter hereof, and no modification, amendment, waiver, termination
      or discharge of this Agreement shall be binding upon the parties unless
      confirmed by a written instrument signed by the duly authorized signatory of
      each and exchanged between them.

    


    19.08. The
      parties agree to implement this Agreement by executing or causing to be executed
      such additional and subsidiary agreements and other documents as may be
      necessary or desirable fully to protect the Licensed Marks and effectively
      to
      carry out the terms of this Agreement in accordance with applicable laws and
      regulations.

    


    19.09. This
      document (and any agreements with any Contractors or Distributors) will not
      be
      binding on any party or constitute a note or memorandum of the material terms
      of
      an agreement until each party has received delivery of a copy executed on behalf
      of all parties.

    


    19.10 In
      the
      event of any ambiguity or conflict between any provision of this Agreement
      and
      any provision of any ancillary document, including but not limited to,
      Licensor’s Guidelines for Domestic Vendors, Licensor’s Workplace Code of Conduct
      or a purchase order for Licensed Products, then the provisions of this Agreement
      shall prevail.

    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    
      	
            	20.	
              DISCONTINUED
                GOODS; WIND-DOWN.

            


    

     

    20.01. Discontinued
      Goods; Wind-down on Termination or Expiration. 

     

    (a) (1) At
      any
      time and for any reason, Licensor may choose to discontinue the manufacture
      and
      sale of any Licensed Product upon [------------] 89 advance
      notice to Licensee, and at the end of such [--------------] 90
      period
      (the “Discontinuance of Licensed Products”), Licensee shall cease to have any
      rights to manufacture such Licensed Products except for a commercially
      reasonable run out of pre-existing components owned by Licensee to complete
      finished goods in which case Licensee shall be allowed to complete the same
      within a commercially reasonable time thereafter. Within [------------] 91 from
      such
      notice of discontinuation and within [-------------] 92 after
      [-------------] 93  
      from the
      end of the month in which Licensee receives the notice of discontinuation and
      every [--------------] 94 thereafter
      until the Discontinuance of Licensed Products, Licensee shall deliver to
      Licensor a complete and accurate preliminary schedule of Licensee's inventory
      of
      Licensed Products which are to be discontinued (including work in progress
      at
      hand and a good faith estimate of a commercially reasonable run out of
      components to complete finished goods that is to be completed within a
      commercially reasonable time thereafter) as of the date of such notice and
      every
      two months thereafter, collectively, the “Preliminary Discontinued Goods” and
      the schedule of such inventory shall be the “Preliminary Discontinued Goods
      Inventory Schedule.” 

     

    (2) Within
      [----------] 95 from
      the
      end of the month in which the Discontinuance of Licensed Products occurs and
      every [-----------]96 thereafter
      until the expiration of the Discontinuance Period (as defined herein), Licensee
      shall provide to Licensor a complete and accurate schedule of Licensee's
      inventory of Licensed Products which have been discontinued (including work
      in
      progress at hand and a good faith estimate of a commercially reasonable run
      out
      of components to complete finished goods that is to be completed within a
      commercially reasonable time thereafter) collectively, the “Discontinued Goods”
and the schedule of such inventory shall be the “Discontinued Goods Inventory
      Schedule.” Licensee shall then have the right to sell the remaining inventory of
      Discontinued Goods within [------] 97 from
      the
      Discontinuance of Licensed Products (the “Discontinuance Period”). Licensor
      shall have the option for [----------]98 after
      Licensor’s receipt of the Discontinued Goods Inventory Schedule from Licensee to
      purchase or commit to purchase some or all of the Discontinued Goods at the
      price equal to [----------]99 of
      the
      Initial Retail Price of the Discontinued Goods in Licensor’s U.S. Retail Stores
      (the “Close Out Price”). For clarification purposes, if Licensor commits to
      purchase all or some of the Discontinued Goods (the “Discontinued Goods Purchase
      Commitment”), Licensor shall execute the Discontinued Goods Purchase Commitment
      on at least a pro-rata monthly basis not to exceed [------]100. 
      However,
      if Licensor does not purchase all of the Discontinued Goods, then
      notwithstanding the restrictions on distribution that may otherwise be
      applicable under the provisions of this Agreement, Licensee may offer to sell
      (but not advertise) the remaining inventory of Discontinued Goods (the
“Remaining Discontinued Goods”) not purchased by Licensor to one or more
      purchasers in the category of mass discounters in the United States, such as
      TJ
      Maxx, Marshalls, Burlington Coat Factory, Costco, BJ’s, Perfumania, as well as
      other non-United States mass discounters approved by Licensor, (collectively
      the
“Approved Mass Discounters”), provided, however, that if the agreed upon
      purchase price for the Remaining Discontinued Goods is less than the Close
      Out
      Price, then Licensor shall have a second option to purchase the Remaining
      Discontinued Goods at such lower price, which must be exercised, if at all,
      within [--------] 101
      of
      notice to Licensor of such reduced selling price. If Licensor does not exercise
      such second option, then Licensee shall be free to sell the Remaining
      Discontinued Goods to Approved Mass Discounters, provided however, that such
      Approved Mass Discounters shall not be permitted to use the Licensed Marks
      on or
      in connection with any signage, promotional materials, or advertising of the
      Remaining Discontinued Goods or to affix the Licensed Marks in the packaging
      and/or other materials used in connection with the Remaining Discontinued
Goods
      other than the Licensed Marks already found on the existing packaging.


     

      
        

      

    

    
      
        89 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.89.

        
          90 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.90.

          91 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.91.

          
            92 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No. 10.132.92.

            93 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No.
              10.132.93.

          

        

      

      
        94 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.94.

        95 Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.132.95

        
          96 Confidential
            information omitted and filed separately with the SEC with a request
            for
            confidential treatment by Inter Parfums, Inc. No. 10.132.96.

          97
            Confidential information omitted and filed separately with the
            SEC with a
            request for confidential treatment by Inter Parfums, Inc. No.
            10.132.97.

          
            98 Confidential
              information omitted and filed separately with the SEC with a request
              for
              confidential treatment by Inter Parfums, Inc. No.
              10.132.98.

          

        

      

    

    99 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.99.

    100 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.100.

    101 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.101.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    (b) Any
      Wind-down Inventory remaining after the expiration or termination of the Term
      as
      provided in Section 13.04 may be sold by Licensee for a period of

[---------] 102 (the
      “Wind-down Period”) after such expiration or termination, on a non-exclusive
      basis, but otherwise under the same terms and conditions in this Agreement
      including the payment of the royalties provided for herein on all sales of
      the
      Licensed Products made by Licensee during the Wind-down Period, provided that
      Licensor shall have the option, for a period of [---------] 103 beginning
      on the first day after the expiration of this Agreement, to purchase or commit
      to purchase any Wind-down Inventory held by Licensee or Licensee’s Affiliates,
      which will be considered Discontinued Goods subject to the terms and Close-out
      Price described in Section 20.01. For
      clarification purposes, if Licensor commits to purchase all or some of the
      Win-down Inventory (the “Wind-down Inventory Purchase Commitment”), Licensor
      shall execute this Wind-down Inventory Purchase Commitment on at least a
      pro-rata monthly basis not to exceed [---------] 104. 
      If Licensor does not exercise such right or if Licensor does not purchase all
      of
      the Wind-down Inventory, then Licensee may offer to sell (but not advertise)
      the
      Wind-down Inventory balance remaining (the “Remaining Inventory”) to Approved
      Mass Discounters, provided, however, that if the purchase price of the Remaining
      Inventory to be sold to Approved Mass Discounters is less than the Close Out
      Price, then Licensor shall have a second option to purchase the Remaining
      Inventory at such lower price, which must be exercised within [---------] 105
      of
      notice
      to Licensor of such reduced selling price. If Licensor does not exercise such
      second option, then Licensee shall be free to sell the Remaining Inventory
      to
      Approved Mass Discounters, provided however, that such Approved Mass Discounters
      shall not be permitted to use the Licensed Marks on or in connection with the
      signage, promotional materials or advertising of the Remaining Inventory, or
      to
      affix the Licensed Marks in their packaging and/or other materials used in
      connection with the Remaining Inventory other than the Licensed Marks already
      found on the existing packaging. 

     

      
        

      

    

    102 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.102.

    103 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.103.

    104 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.104.

    105 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.105.


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    (c) In
      the
      event Licensor exercises any of the purchase options referred to in Section
      20.1(a) or (b) then in either such event, Licensee shall deliver to Licensor
      or
      its designee the goods being purchased pursuant to the terms of the Discontinued
      Goods Purchase Commitment or the Wind-down Inventory Purchase Commitment, as
      the
      case may be. Licensor shall pay Licensee for such goods under the same payment
      terms as described in Section 3.03 above. 

    


    (d) If
      after
      the Discontinuance Period or after the Wind-down Period, there are still
      Remaining Discontinued Goods or Remaining Inventory remaining, then immediately
      after the expiration of the Discontinuance Period or after the expiration of
      the
      Wind-down Period, respectively, Licensor and Licensee shall meet and negotiate
      in good faith a [---------] 106
      plan for
      the allocation or disposition of any such Remaining Discontinued Goods or
      Remaining Inventory, provided however, that any balance of Remaining
      Discontinued Goods or Remaining Inventory that remains after the conclusion
      of
      such [---------] 107 plan,
      shall be destroyed by Licensee at Licensee’s cost and expense.

    


    20.02. Notwithstanding
      expiration or termination of this Agreement, Distributors shall have the right
      to continue to sell Licensed Products (a) on hand or (b) which Distributors
      are
      contractually obligated to purchase, on the date of expiration or termination
      of
      this Agreement under the same terms and conditions the Distributors are allowed
      to do so herein, but in no event to exceed [---------] 108 after
      the
      date of expiration or termination of the Term.

    


    [Balance
      of page intentionally left blank -

    


    The
      Signature Page(s [and Schedules and Exhibits]) to this Agreement
      Follow
      this Page.]

     

      
        

      

    

    106 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.106.

    107 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.107.

    108 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.108.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.



    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement by signing
      below:

    


    
      	
              Retail
                Brand Alliance, Inc.,

              d/b/a
                Brooks Brothers

              By:
                 /s/______________

              Name:
                

              Title:
                

              Date:

            	
              Inter
                Parfums USA, LLC

              By:
                Inter Parfums, Inc., Sole Member

              By:
                 /s/
                ______________

              Name:
                Jean Madar

              Title:
                CEO

              Date:
                

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

    


    Exhibit
      A

    


    LICENSED
      PRODUCTS AND CATEGORIES


    


    Fragrances

    Perfume,
      Eau de Perfume, Eau de toilette, cologne) for men, women, baby and unisex.
      As
      well as their corresponding ancillaries shower gel, body lotion, body cream,
      body spray, soap, shaving products, deodorant 

    


    Cosmetics

    blushers,
      eye makeup, face powders, lipsticks, colored lip balms and lip glosses, makeup
      bases, nail color (nail polish)

    


    Skincare
      Products

    baby
      powders, oils and lotions, bath additives, facial treatments, hand and body
      creams, lotions and treatments, skin care products for women, men and children,
      sun care products, talcum and dusting powders, personal cleansing
      products

    


    Home
      Fragrances

    room
      spray, scented candles, unscented candles, incense sticks, fragrance oils,
      potpourri beads, scented sachets, scented beads, oil stick

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

EXHIBIT
      B

    


    LICENSED
      MARKS

    

      
        	
                Trademark

              	    	
                USA Registration No

              	 
	
                HANGING
                  LAMB DESIGN

              	 	3251432	 
	
                BROOKS
                  BROTHERS

              	 	3029206	 
	
                BB
                  and Design

              	 	78794911	 
	
                GOLDEN
                  FLEECE COLLECTION AND DESIGN

              	 	1,683,557	 
	
                '346"

              	 	0772479	 


      

    

     

    (Additional
      trademarks and tradenames to be added at the sole discretion of
      Licensor)

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    EXHIBIT
      C

    


    BUSINESS
      PLAN

    


    TARGET
      SALES FOR COMBINED INTERNATIONAL DISTRIBUTION CHANNELS:

    
      


      
        	
                YEAR

              	 	
                RETAIL SALES

                TARGET

                EQUIVALENT109

              	 	
                EX FACTORY SALES

                TARGET

              	 	
                MINIMUM

                MARKETING

                FUND AMOUNT

              	 
	 	    	 	 	     	 	 	     	 	 	     
	
                Year
                  2009

              	 	 	
                No
                  Target

              	 	 	
                No
                  Target

              	 	 	
                [---------

              	
                ]    

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Year
                  2010

              	 	 	
                [---------

              	
                ]

              	 	
                [---------

              	
                ]

              	 	
                [---------

              	
                ]

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Year
                  2011

              	 	 	
                [---------

              	
                ]

              	 	
                [---------

              	
                ]]

              	 	
                [---------

              	
                ]

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Year
                  2012

              	 	 	
                [---------

              	
                ]

              	 	
                [---------

              	
                ]

              	 	
                [---------

              	
                ]]

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Year
                  2013

              	 	 	
                [---------

              	
                ]

              	 	
                [---------

              	
                ]

              	 	
                [---------

              	]110


      

       

      
        
          
109
          Retail
          Sales Target Equivalents are estimates that have been exptrapolated from
          Ex-Factory sales, and notwithstanding anything to the contrary contained
          in the
          Agreement, Licensee has no obligation to determine actual retail sales,
          as such
          amounts would be inherently difficult and unduly burdensome to attempt
          to
          determine. 

        110
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.132.110.

         

        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        

        
           

          Exhibit
            10.132: Certain confidential information in this Exhibit 10.132 was omitted
            and
            filed separately with the Securities and Exchange Commission (“SEC”) with a
            request for confidential treatment by Inter Parfums,
            Inc.

        

      

    

     

    EXHIBIT
      C-2

    


    BUSINESS
      PLAN FOR EXTENSION TERM

    


    TARGET
      SALES FOR COMBINED INTERNATIONAL DISTRIBUTION
      CHANNELS:


    


    
      	
              YEAR

            	    	
              RETAIL SALES

              TARGET

              EQUIVALENT111

            	     	
              EX FACTORY SALES

              TARGET

            	     	
              MINIMUM

              MARKETING FUND

              AMOUNT

            	     
	 	 	 	 	 	 	 	 
	
              Year
                2014

            	 	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Year
                2015

            	 	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Year
                2016

            	 	 	
              [---------

            	
              
                ]]

              

            	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Year
                2017

            	 	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              Year
                2018

            	 	 	
              [---------

            	
              ]

            	 	
              [---------

            	
              ]

            	 	
              [---------

            	]112


    

     

    
      

    

    111
      Retail Sales Target Equivalents are estimates that have been exptrapolated
      from
      Ex-Factory sales, and notwithstanding anything to the contrary contained in
      the
      Agreement, Licensee has no obligation to determine actual retail sales, as
      such
      amounts would be inherently difficult and unduly burdensome to attempt to
      determine.

    
      112
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.132.112.

    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    EXHIBIT
      D

    


    LICENSED
      MARKS REGISTRATION


    
      

        
          	
                  Trademark

                	 	
                  Country

                	 	
                  Registration
                    No

                
	
                  BROOKS BROTHERS

                	 	
                  AUSTRIA

                	 	
                  120.974

                
	
                  DEVICE

                	 	
                  Chile

                	 	
                  717.166

                
	
                  BROOKS BROTHERS

                	 	
                  Chile

                	 	
                  171.293

                
	
                  BROOKS BROTHERS

                	 	
                  Chile

                	 	
                  717.178

                
	
                  BROOKS BROTHERS (IN CHINESE)

                	 	
                  CHINA

                	 	
                  3293978

                
	
                  BROOKS BROTHERS

                	 	
                  CHINA

                	 	
                  1154317

                
	
                  GOLDEN FLEECE

                	 	
                  CHINA

                	 	
                  3293961

                
	
                  BROOKS BROTHERS

                	 	
                  CHINA

                	 	
                  1154317

                
	
                  BROOKS BASICS

                	 	
                  EUROPEAN UNION

                	 	
                  APP. 1210517

                
	
                  BROOKS BROTHERS

                	 	
                  European Union

                	 	
                  893 183

                
	
                  BROOKS JR

                	 	
                  EUROPEAN UNION

                	 	
                  1210582

                
	
                  BB Shield & Hanging Lamb Device

                	 	
                  EUROPEAN UNION

                	 	
                  APP. 1210558

                
	
                  GOLDEN FLEECE

                	 	
                  EUROPEAN UNION

                	 	
                  APP2719995

                
	
                  BROOKS 346

                	 	
                  EUROPEAN UNION

                	 	
                  1210525

                
	
                  BB and devise

                	 	
                  EUROPEAN UNION

                	 	
                  1210558

                
	
                  HANGING LAMB DEVICE

                	 	
                  GERMANY

                	 	
                  2 038 635

                
	
                  GOLDEN FLEECE

                	 	
                  HONG KONG

                	 	
                  07551/2003

                
	
                  布克兄弟 ("Brooks Brothers" in Chinese characters)

                	 	
                  HONG KONG

                	 	
                  200402694

                
	
                  GOLDEN FLEECE

                	 	
                  INDONESIA

                	 	
                  14477.14632

                
	
                  PEAL

                	 	
                  JAPAN

                	 	
                  2508888

                
	
                  BROOKS BROTHERS

                	 	
                  Japan

                	 	
                  A0002086

                
	
                  BROOKS BROTHERS

                	 	
                  Korea WIPO

                	 	
                  891 965

                
	
                  BROOKS BROTHERS

                	 	
                  Korea WIPO

                	 	
                  A0005206

                
	
                  BROOKS BROTHERS

                	 	
                  Macau

                	 	
                  N/027623(193)

                
	
                  BROOKS BROTHERS COUNTRY CLUB

                	 	
                  Macau

                	 	
                  N/027630(971)

                
	
                  GOLDEN FLEECE (design)

                	 	
                  Macau

                	 	
                  N/027608(166)

                
	
                  BROOKS BROTHERS (design)

                	 	
                  Macau

                	 	
                  N/027616(532)

                
	
                  GOLDEN FLEECE

                	 	
                  Philippines

                	 	
                  App 4-2002-0005499

                
	
                  BROOKS BROTHERS

                	 	
                  Russian Federation

                	 	
                  A0002086

                
	
                  GOLDEN FLEECE

                	 	
                  SINGAPORE

                	 	
                  app T02/09455D

                
	
                  布克兄弟 Brooks Brothers in chinese characters

                	 	
                  SINGAPORE

                	 	
                  T02/13106I

                
	
                  BROOKS BROTHERS

                	 	
                  Spain

                	 	
                  A0002086

                
	
                  GOLDEN FLEECE

                	 	
                  SWITZERLAND

                	 	
                  512650

                
	
                  BROOKS BASICS

                	 	
                  SWITZERLAND

                	 	
                  498 866

                


        

         

      

    

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    
      
        
          
            	
                    Trademark

                  	 	
                    Country

                  	 	
                    Registration
                      No

                  
	
                    BB Shield & Hanging Lamb Device

                  	 	
                    SWITZERLAND

                  	 	
                    1210517

                  
	
                    BROOKS JR

                  	 	
                    SWITZERLAND

                  	 	
                    498 207

                  
	
                    BROOKS 346

                  	 	
                    SWITZERLAND

                  	 	
                    498 865

                  
	
                    BB Shield & Hanging Lamb Device

                  	 	
                    SWITZERLAND

                  	 	
                    498 915

                  
	
                    GOLDEN FLEECE

                  	 	
                    SWITZERLAND

                  	 	
                    App 50066/2002

                  
	
                    GOLDEN FLEECE

                  	 	
                    TAIWAN

                  	 	
                    1059186

                  
	
                    GOLDEN FLEECE

                  	 	
                    TAIWAN

                  	 	
                    App 91040060

                  
	
                    GOLDEN FLEECE

                  	 	
                    TAIWAN

                  	 	
                    91040059

                  
	
                    BROOKS BROTHERS 布克兄弟 (in Chinese Characters)

                  	 	
                    Taiwan

                  	 	
                    1073810

                  
	
                    PEAL

                  	 	
                    UNITED KINGDOM

                  	 	
                    1558780

                  
	
                    HANGING LAMB DESIGN

                  	 	
                    USA

                  	 	
                    3251432

                  
	
                    BROOKS BROTHERS

                  	 	
                    USA

                  	 	
                    3029206

                  
	
                    BB and Design

                  	 	
                    USA

                  	 	
                    78794911

                  
	
                    GOLDEN FLEECE COLLECTION AND DESIGN

                  	 	
                    USA

                  	 	
                    1,683,557

                  
	
                    '346"

                  	 	
                    USA

                  	 	
                    0772479

                  
	
                    BROOKS BROTHERS (word mark)

                  	 	
                    Venezuela

                  	 	
                    2006-004667

                  


          

        

      

       

      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

      
         

        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums,
          Inc.

      

    

     

    EXHIBIT
      D-2

    RIGHTS
      OF RBA’S AFFILIATES, LICENSEES AND JOINT VENTURE PARTNERS

    SCHEDULE
      OF EXISTING RIGHTS AS THEY RELATE TO THE LICENSE AGREEMENT

    

      
        	
                Territory

              	 	
                Identity

                of
                  Party

              	 	
                Duration
                  of

                Agreement

              	 	
                Manufacturing

                (Y/N)

                Exclusive
                  or

                Nonexclusive

              	 	
                Distribution

                (Y/N)

                Exclusive
                  or Nonexclusive

              	 	
                Retail

                (Y/N)

                Exclusive
                  or

                Nonexclusive

              
	
                United
                  Kingdom, Northern Ireland and the Republic of Ireland

              	 	
                BBUK
                  (BBI and Brightark Limited )

              	 	
                Section
                  8.1

                August
                  22, 2005 to July 31, 2015.

                Section
                  8.2

                 

                Subject
                  to Renewal :

                 

                No
                  later than 24 months prior to the expiration or termination of
                  the Initial
                  Term or the end of the first renewal Term, either party may serve
                  notice
                  to the other of its intention to renew for one (1) Renewal term
                  of Five
                  (5) additional years. 

                (potentially
                  may be until July 31, 2025)

              	 	
                NO
                  

              	 	
                YES

                Nonexclusive

              	 	
                YES

                Nonexclusive

              
	 	 	 	 	 	 	 	 	 	 	 
	
                Brunei,
                  Cambodia, China, Hong Kong, Laos, Indonesia, Macao, Malaysia, Myanmar,
                  Philippines, Singapore, Taiwan, Thailand, Vietnam

              	 	
                Dickson

              	 	
                License
                  Agreement:

                 

                Section
                  2

                October
                  27, 1997 to November 1, 2011 (renewal option exercised on May 2,
                  2002)

                 

                Subject
                  to Renewal:

                 

                Section
                  2.3 (Amendment No. 3) 

                Operator
                  may apply for an additional term of four (4) years) by giving written
                  notice to Licensor during the first three (3) month of the twelfth
                  (12th)
                  year of the agreement.

                (potentially
                  may be until Nov. 1, 2015)

              	 	
                NO
                  

              	 	
                YES
                  

                Non-exclusive

              	 	
                YES

                Non-exclusive 

              


      

       

      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

      
        
           

          Exhibit
            10.132: Certain confidential information in this Exhibit 10.132 was omitted
            and
            filed separately with the Securities and Exchange Commission (“SEC”) with a
            request for confidential treatment by Inter Parfums,
            Inc.

        

         

      

      
        
          
            	
                  	 	
                     

                  	 	
                    
                      Manufacturing
                        Agreement:

                    

                     

                    June
                      16, 1999 to November 1, 2011. (renewal option exercised on May 2,
                      2002)

                     

                    Subject
                      to Renewal:

                     

                    Section
                      33 (Amendment No. 1 

                    Operator
                      may apply for an additional term of four (4) years) by giving
                      written
                      notice to Licensor during the first three (3) month of the
                      twelfth
                      (12th)
                      year of the agreement.

                    (potentially
                      may be until Nov. 1, 2015)

                  	 	
                     

                  	 	
                  	 	
                     

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    Japan

                  	 	
                    BBJ
                      (RBA and Daidoh Limited)

                  	 	
                    Effective
                      date until July 31, 2012 (Initially January 31, 1984; extended
                      to March
                      31, 2012 (Amendment No.1) and extended further to July 31,
                      2012 (Amendment
                      No.5)

                  	 	
                    YES
                      

                  	 	
                    YES
                      only to the extent they are distributing to their retail stores
                      and
                      shop-in-shops

                    Nonexclusive

                  	 	
                    YES

                    Nonexclusive

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    South
                      Korea

                  	 	
                    BBJ/
                      BBK (RBA and Daidoh Limited)

                  	 	
                    Effective
                      date until July 31, 2012 (Initially January 31, 1984; extended
                      to March
                      31, 2012 (Amendment No.1) and extended further to July 31,
                      2012 (Amendment
                      No.5)

                  	 	
                    YES
                      

                  	 	
                    YES
                      (Section 1(b)

                    Exclusive

                  	 	
                    YES

                    Nonexclusive

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    United
                      Arab Emirates

                  	 	
                    Al
                      Tayer Group, LLC

                  	 	
                    Section
                      2.1

                    January
                      2006 to December 31, 2007

                  	 	
                    NO

                  	 	
                    NO

                  	 	
                    YES

                    Nonexclusive

                  
	 	 	 	 	 	 	 	 	 	 	 
	
                    Chile

                  	 	
                    Comercial
                      Madison S.A.

                  	 	
                    Section
                      2.1 November 16, 2005 to July 31, 2011

                     

                    Section
                      2.2

                    Subject
                      to two (2) renewal periods (agreement does not say how many
                      years but
                      logically, it will make sense to interpret it as 5-year renewal
                      terms):

                  	 	
                    NO

                  	 	
                    YES

                    Exclusive

                     

                     

                  	 	
                    YES

                    Nonexclusive

                  


          

           

          
            
              
              

            

            
              46

              
                

              

            

            
              
              

            

          

          
            
               

              Exhibit
                10.132: Certain confidential information in this Exhibit 10.132 was
                omitted and
                filed separately with the Securities and Exchange Commission (“SEC”) with a
                request for confidential treatment by Inter Parfums,
                Inc.

            

          

           

          
            
              
                	
                         

                      	 	
                         

                      	 	
                        Provided
                          Operator is not in default, and gives notice no later than
                          six (6) months
                          after the expiration of Year 4 and Year 9.

                      	 	
                      	 	
                         

                         

                      	 	
                      
	 	 	 	 	 	 	 	 	 	 	 
	
                        Greece
                          and Cyprus with the first priority for Romania, Bulgaria,
                          the former
                          Yugoslavia (now known as F.Y.R.O. Macedonia, Montenegro,
                          Serbia, Slovenia,
                          Croatia, and Bosnia and Herzegovina) and Albania

                      	 	
                        LT
                          Holdings AE

                      	 	
                        November
                          14, 2007 until August 31, 2013 (subject to a possible automatic
                          5 year
                          renewal term)

                      	 	
                        NO

                      	 	
                        YES
                          but only to the extent they are distributing to their retail
                          stores and
                          shop-in-shops (including retail stores and shop-in-shops
                          selling
                          exclusively Brooks Brothers products in Airports and Duty-Free
                          areas)

                        Nonexclusive

                      	 	
                        YES

                        Nonexclusive

                      
	 	 	 	 	 	 	 	 	 	 	 
	
                        Paradies
                          Stores in airport terminals throughout the United States
                          and
                          Canada

                      	 	
                        Paradies

                      	 	
                        April
                          26, 1999 to July 31, 2011.

                      	 	
                        NO

                      	 	
                        YES
                          if Paradies is considered to be distributing to its airport
                          stores.

                        Nonexclusive

                      	 	
                        YES

                        Nonexclusive

                      
	 	 	 	 	 	 	 	 	 	 	 
	
                        Paradies
                          Stores in casino resorts in the United States and Canada

                      	 	
                        Paradies

                      	 	
                        Commencing
                          on the date the Tropicana Casino store opens for business
                          until July 31,
                          2009

                      	 	
                        NO

                      	 	
                        YES
                          if Paradies is considered to be distributing to its airport
                          stores.

                        Nonexclusive

                      	 	
                        YES

                        Nonexclusive

                      


              

               

              
                
                  
                  

                

                
                  47

                  
                    

                  

                

                
                  
                  

                

              

              
                
                   

                  Exhibit
                    10.132: Certain confidential information in this Exhibit 10.132
                    was omitted and
                    filed separately with the Securities and Exchange Commission
                    (“SEC”) with a
                    request for confidential treatment by Inter Parfums,
                    Inc.

                

                 

              

              EXHIBIT
                E

            

          

        

      

    

    


    BROOKS
      BROTHERS

    WORKPLACE
      CODE OF CONDUCT

    


    Retail
      Brand Alliance, Inc., d/b/a Brooks Brothers, (“Brooks Brothers”) is committed to
      the production and sale of merchandise only from sources which adhere to all
      applicable laws enacted to protect workers. All merchandise is to be
      manufactured, packaged, labeled, sold and distributed in accordance with all
      applicable laws of that respective country enacted to protect workers. In
      furtherance of this commitment, Brooks Brothers has adopted the following
      standards defining decent and humane working conditions for all of its Licensees
      and their Contractors, Subcontractors and Distributors.

    


    Forced
      Labor:
      There
      shall not be any use of forced labor, whether in the form of prison labor,
      indentured labor, bonded labor or otherwise. 

    


    Child
      Labor:
      No
      person shall be employed at an age younger than allowed by law.

    


    Harassment
      or Abuse:
      Every
      employee shall be treated with respect and dignity. No employee shall be subject
      to any physical, sexual, psychological or verbal harassment or
      abuse.

    


    Nondiscrimination:
      No
      person shall be subject to any discrimination in employment, including hiring,
      salary, benefits, advancements, discipline, termination or retirement on the
      basis of gender, race, religion, age, disability, sexual orientation,
      nationality, political opinion, or social or ethnic origin.

    


    Health
      and Safety:
      Employers shall provide a safe and healthy working environment to prevent
      accidents and injury to health arising out of, linked with, or occurring in
      the
      course of work or as a result of the operation of employer
      facilities.

    


    Freedom
      of Association and Collective Bargaining:
      Employers shall recognize and respect the right of employees to freedom of
      association and collective bargaining as may be allowed by law.

    


    Wages
      and Benefits:
      Employers recognize that wages are essential to meeting employees’ basic needs.
      Employers shall pay employees, as a floor, at least the minimum wage required
      by
      local law and shall provide legally mandated benefits.

    


    Hours
      of Work:
      Except
      in extraordinary business circumstances, employees shall not be required to
      work
      more than the limits on regular and overtime hours allowed by the law of the
      country of manufacture.

    


    Overtime
      Compensation:
      In
      addition to their compensation for regular hours of work, employees shall be
      compensated for overtime hours at such premium rate as is legally required
      in
      the country of manufacture or, in those countries where such laws do not exist,
      at a rate at least equal to their regular hourly compensation rate.

    


    Brooks
      Brothers reserves the right to terminate its relationship and/or agreement
      (subject to the provisions of any such agreement) with any Licensee who may
      or
      through its Contractor, Subcontractor or Distributor fail to comply in any
      material respect with this Workplace Code of Conduct.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums,
          Inc.

      

    

    
EXHIBIT
      F

     

    GUARANTEE

    


    In
      order
      to induce Retail Brand Alliance, Inc. d/b/a Brooks Brothers (“Licensor”) to
      enter into the license agreement (the “Agreement”) being executed simultaneously
      herewith by Licensor and Inter Parfums USA, LLC (“Licensee”) and in
      consideration of the covenants and promises made by Licensee in the Agreement,
      the undersigned (“Guarantor”), the sole member of Licensee, hereby
      unconditionally guarantees that Licensee shall perform and observe each and
      every agreement, covenant, representation, warranty, term and condition of
      the
      Agreement to be performed or observed by it and, upon Licensee’s failure to do
      so, Guarantor promptly shall perform and observe each such agreement, covenant,
      term and condition, or cause the same promptly to be performed and observed.
      Guarantor hereby unconditionally guarantees that all sums of whatever character
      which may become payable to Licensor pursuant to the Agreement promptly shall
      be
      paid in full when due. If for any reason whatever any sum hereinabove referred
      to, or any part thereof, is not paid promptly when due, Guarantor immediately
      shall pay the same regardless of whether steps have been taken to enforce any
      rights against Licensee to collect any of said sums, and regardless of any
      other
      condition or contingency.

    


    Notwithstanding
      anything to the contrary contained herein, to the extent this Guarantee relates
      to the payment of sums due to Licensor under the Agreement, it is a guarantee
      of
      payment and not of collection and a continuing guarantee which shall remain
      in
      full force and effect and be binding upon Guarantor until payment in full by
      Licensee to Licensor of all sums due pursuant to the Agreement.

    


    This
      Guarantee shall be a continuing, absolute, irrevocable and unconditional
      guarantee of payment and performance and may be enforced directly and
      immediately following any default under the Agreement on the part of Licensee
      (an “Event of Default”), and without prior notice of, demand upon, or any prior
      action against, Licensee and without resorting to any other remedies available
      to Licensor.

    


    The
      representations, warranties, obligations, covenants, agreements and duties
      of
      Guarantor under this Guarantee shall not be affected or impaired by reason
      of
      the happening from time to time of any of the following with respect to the
      Agreement, however it must be upon notice and consent of Guarantor: (i) the
      waiver by Licensor of the performance or observance by Licensee of any
      agreement, covenant, warranty, representation, term or condition contained
      in
      the Agreement; (ii) the extension, in whole or in part, of the time for the
      payment by Licensee of any sums owing or payable under the Agreement, or of
      the
      time for performance by Licensee of any of its other obligations under or
      arising out of the Agreement; (iii) the modification or amendment (whether
      material or otherwise) of any of the obligations of Licensee under the
      Agreement; or (iv) any failure, omission, delay or lack on the part of Licensor
      to enforce, assert or exercise any right, power or remedy conferred on Licensor
      in the Agreement or otherwise.

    


    Upon
      the
      occurrence of any of those events set forth in paragraphs (i) through (iii)
      below, it is expressly understood that the Guarantor shall be deemed to be
      in
      default under this Guarantee:

    


    (i) the
      Guarantor institutes proceedings seeking relief under a bankruptcy act or
      similar law, consents to entry of an order of relief against it in any
      bankruptcy or insolvency proceeding or similar proceeding, or files a petition
      or answer or consent for reorganization or other relief under any bankruptcy
      act
      or other similar law, or consents to the filing against it in any petition
      for
      the appointment of a receiver, liquidator, assignee, trustee, sequestrator,
      (or
      other similar official) of it or of any substantial part of its property, or
      makes an assignment for the benefit of creditors, or admits in writing its
      inability to pay its debts as they become due or fails to pay its debts as
      they
      become due, or takes any action in furtherance of the foregoing; or

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums, Inc.

         

        (ii) the
          Guarantor transfers or agrees to transfer a substantial part of its property,
          which transfer impairs the Guarantor’s ability to perform under this Guarantee;
          or

      

    

    (iii) there
      has
      been the calling of a meeting of creditors, appointment of a committee of
      creditors or liquidating agents, or offering of a composition or extension
      to
      creditors by, for, or of the Guarantor.

    


    It
      is
      further understood that the occurrence of any event (or events), including
      and
      in addition to those set forth in paragraphs (i) through (iii) above, that
      would
      cause the Guarantor to be deemed to be in default under this Guarantee shall
      be
      deemed to constitute an Event of Default and shall entitle Licensor to
      immediately terminate the Agreement without prejudice to any other rights
      available to it under the Agreement or this Guarantee.

    


    The
      Guarantor hereby represents and warrants to, and agrees with Licensor that
      the
      Guarantor has full legal right, power and authority to enter into this
      Guarantee, to perform all of its obligations hereunder and to consummate all
      of
      the transactions contemplated herein.

    


    No
      failure on the part of Licensor to exercise, and no delay in the exercise of,
      any right, remedy or power hereunder shall operate as a waiver thereof, nor
      shall any single or partial exercise by Licensor of any right, remedy or power
      hereunder preclude any other or future exercise of any other right, remedy
      or
      power.

    


    This
      Guarantee shall be construed and enforced under the laws of the State of New
      York applicable to agreements wholly made and to be performed there, including
      its conflicts of law rules.

    


    [Balance
      of page intentionally left blank -

    


    The
      Signature Page to this Guarantee Follows this Page.]

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums,
          Inc.

      

    

     

    This
      Guarantee shall be binding upon the Guarantor and any of and all of its
      successors and assigns, and shall inure to the benefit of Licensor and its
      respective successor and assigns. No change, modification, alteration or
      discharge hereof shall be binding except by a written instrument agreed upon
      by
      the parties.

     

    
      	Guarantor:
              Inter Parfums, Inc.
	 	 
	By: 	/s/


    

     

    Dated:
      ____________________

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

    
      
         

        Exhibit
          10.132: Certain confidential information in this Exhibit 10.132 was omitted
          and
          filed separately with the Securities and Exchange Commission (“SEC”) with a
          request for confidential treatment by Inter Parfums,
          Inc.

      

    

     

    EXHIBIT
      G

    


    LICENSOR’S
      GUIDELINES FOR DOMESTIC VENDORS

    


    (See
      attached)

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

       

    

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

    


    RETAIL
      BRAND ALLIANCE

     

    ENFIELD

    DISTRIBUTION
      CENTER 

    GUIDELINES

    FOR

    DOMESTIC
      VENDORS

    


    Brooks
      Brothers®

    Brooks
      Brothers Factory Store

    


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    TABLE
      OF CONTENTS


    
      	
              GENERAL

            	 	 	
              57

            	 
	
              A.
                COMPLIANCE AGREEMENT

            	 	 	
              57

            	 
	
              B.
                WORKPLACE CODE OF CONDUCT

            	 	 	
              58

            	 
	
              C.
                RBA TERMS

            	 	 	
              59

            	 
	
              1)
                Financial

            	 	 	
              59

            	 
	
              2)
                Purchase Order

            	 	 	
              59

            	 
	
              3)
                EDI/Trading Partner Management

            	 	 	
              59

            	 
	
              D.
                WAREHOUSING ALLOWANCE

            	 	 	
              60

            	 
	
              E.
                LABOR LAWS COMPLIANCE / TRANS. SHIPPING

            	 	 	
              61

            	 
	
              F.
                PURCHASE ORDER TERMS AND CONDITIONS

            	 	 	
              62

            	 
	
              G.
                INTRODUCTION/WHO TO CONTACT

            	 	 	
              64

            	 
	
              H.
                PURCHASE ORDER RETRIEVAL

            	 	 	
              64

            	 
	
              I.
                RBA/VENDOR CORRESPONDENCE/INQUIRIES

            	 	 	
              64

            	 
	
              SHIPMENT
                PREPARATION

            	 	 	
              66

            	 
	
              A.
                PRESHIPMENT SAMPLING INSTRUCTIONS

            	 	 	
              66

            	 
	
              1)
                Photo Sample

            	 	 	
              66

            	 
	
              2)
                Production Sample

            	 	 	
              66

            	 
	
              B.
                HOW TO SEND SAMPLE

            	 	 	
              66

            	 
	
              1)
                Garments:

            	 	 	
              66

            	 
	
              2)
                Accessories, Eyewear, Jewelry, Scarves:

            	 	 	
              66

            	 
	
              C.
                PRE-TICKETING INSTRUCTIONS

            	 	 	
              67

            	 
	
              D.
                STORE (FLOOR READY) HANGER INSTRUCTIONS

            	 	 	
              67

            	 
	
              E.
                PRODUCT GARMENT LABELS AND HANGTAGS

            	 	 	
              67

            	 
	
              F.
                PACKING SLIP INSTRUCTIONS

            	 	 	
              68

            	 
	
              1)
                Example - Packing List – Bulk Merchandise

            	 	 	
              69

            	 
	
              2)
                Example - Packing List – Pre pack Merchandise

            	 	 	
              70

            	 


    

    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              PACKING
                INSTRUCTIONS

            	 	 	
              71

            	 
	
              A.
                POLY BAG REQUIREMENTS

            	 	 	
              71

            	 
	
              B.
                PACKAGE TYPES

            	 	 	
              71

            	 
	
              1)
                GOH (Garments on Hangers) - Not Pre packed

            	 	 	
              71

            	 
	
              2)
                GOH (Garments on Hangers) - Pre packed

            	 	 	
              71

            	 
	
              3)
                CTH (Carton to Hang) - Not Pre packed

            	 	 	
              71

            	 
	
              4)
                CTH (Carton to Hang) - Pre packed

            	 	 	
              72

            	 
	
              5)
                Bulk Packing - Flat Pack Not on Hangers

            	 	 	
              72

            	 
	
              6)
                Pre pack - Flat Pack Not on Hangers

            	 	 	
              72

            	 
	
              7)
                Reshippable Pre packs

            	 	 	
              72

            	 
	
              8)
                Jewelry, Accessories, Giftware *

            	 	 	
              73

            	 
	
              9)
                Belts, Hosiery, and Scarves *

            	 	 	
              73

            	 
	
              10)
                Non-Conveyable
                (Type J)

            	 	 	
              73

            	 
	
              C.
                PRECAUTIONS

            	 	 	
              74

            	 
	
              1)
                Overages from Purchase Order Quantities

            	 	 	
              74

            	 
	
              2)
                Concealed Shipment Overages / Shortages

            	 	 	
              74

            	 
	
              3)
                Incorrect Color / Size Scale

            	 	 	
              74

            	 
	
              4)
                Style / Color Substitution

            	 	 	
              74

            	 
	
              5)
                Dye Lot Procedures / Requirements

            	 	 	
              74

            	 
	
              6)
                Mark Out of Stock (MOS) at Store Level

            	 	 	
              74

            	 
	
              7)
                Odd/Last Units

            	 	 	
              74

            	 
	
              8)
                Return to Vendor (RTV)

            	 	 	
              75

            	 
	
              9)
                A/R (Auto Replenishment)

            	 	 	
              75

            	 
	
              CARTON
                LABELING

            	 	 	
              76

            	 
	
              A.
                CARTON LABELING INSTRUCTIONS

            	 	 	
              76

            	 
	
              1)
                How to Label

            	 	 	
              76

            	 
	
              2)
                Where to Label

            	 	 	
              76

            	 
	
              3)
                Label Types

            	 	 	
              77

            	 
	
              4)
                Label Ordering

            	 	 	
              77

            	 
	
              ROUTING
                INSTRUCTIONS

            	 	 	
              78

            	 
	
              A.
                ROUTING INSTRUCTIONS AND FOB DEFINITIONS

            	 	 	
              78

            	 


    

    


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              1)
                Early Shipment of Merchandise

            	 	 	
              78

            	 
	
              2)
                Late Shipment of Merchandise

            	 	 	
              78

            	 
	
              3)
                Partial Shipments

            	 	 	
              78

            	 
	
              4)
                Freight Requirements

            	 	 	
              78

            	 
	
              5)
                Consolidator Locations

            	 	 	
              79

            	 
	
              6)
                All Other Locations

            	 	 	
              79

            	 
	
              7)
                Common Carrier Transit Time Standards (Business Days)

            	 	 	
              80

            	 
	
              8)
                Full Trailer Loads

            	 	 	
              80

            	 
	
              9)
                Use of Air Freight

            	 	 	
              83

            	 
	
              10)
                Use of Small Package Delivery Services

            	 	 	
              83

            	 
	
              11)
                Shipments Direct To DC By Vendor’s Own Truck

            	 	 	
              83

            	 
	
              12)
                Bill of Lading Requirements

            	 	 	
              83

            	 
	
              NON-COMPLIANCE
                PENALTY TABLE

            	 	 	
              84

            	 


    

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    


    GENERAL

    


    A. COMPLIANCE
      AGREEMENT

    


    
      	
              ·

            	
              Vendor
                agrees that it does comply and will continue to comply with all Vendor
                Guidelines (“Guidelines”), as may be amended, by Retail Brand Alliance,
                Inc. (“RBA”).

            


    

    


    
      	
              ·

            	
              Vendor
                acknowledges receipt of and does comply with and will continue to
                comply
                with the Purchase Order Terms and Conditions contained in all Vendor
                Guidelines

            


    

    


    
      	
              ·

            	
              Vendor
                agrees that all the Guidelines, as may be amended, are incorporated
                by
                reference into each contract between RBA and
                vendor.

            


    

    


    
      	
              ·

            	
              Vendor
                agrees to indemnify and hold RBA harmless from any and all claims,
                damages, penalties, liabilities, losses, actions or lawsuits (with
                attorneys selected by RBA) and attorney fees asserted against RBA
                for
                vendor’s failure to adhere to these Guidelines as may be
                Amended.

            


    

    


    
      	
              ·

            	
              RBA
                reserves the right to terminate any or all of its contracts with
                vendor
                should vendor fail to comply with any or all of the enclosed Guidelines.
                

            


    

    


    
      	
              ·

            	
              RBA,
                in its sole discretion, reserves the right from time to time to add,
                modify or cancel (“Amend”) any of the terms and/or conditions set forth in
                the Guidelines. A notice will be sent to vendors of these changes
                within a
                reasonable time period.

            


    

    


    
      	
              ·

            	
              Vendor
                agrees that all merchandise which RBA purchases from vendor will
                be
                manufactured in accordance with the requirements of any and all applicable
                Federal and State laws, including the Fair Labor Standards Act as
                well as
                the requirements of all laws of the respective country of manufactures.
                Additionally, vendor agrees to comply with all applicable laws of
                the
                United States that relate to the import of products including country
                of
                origin labeling, product labeling, and fabric and product
                testing.

            


    

    


    
      	
                     
                ______________________________________________COMPANY NAME
                (PRINT)

            
	 
	
                     
                ______________________________________________VENDOR SIGNATURE
                (OFFICER)

            
	 
	
                     
                ______________________________________________VENDOR’S JOB
                TITLE

            


    

    


    
      	
              Please
                list Parent Company and/or any subsidiaries: ____________________________

            
	 
	
                                                                                                          
                _________________________________

            


    

    


    Please
      sign and return to: Retail Brand Alliance, Inc. Vendor Relations 100 Phoenix
      Avenue Enfield, CT. 06082

    Or
      fax to 860-745-3984

    


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    B. WORKPLACE
      CODE OF CONDUCT

    


    Retail
      Brand Alliance, Inc. is committed to purchase merchandise only from sources
      that
      adhere to certain values and standards that we are RBA hold paramount. All
      merchandise is to be manufactured in accordance with all applicable laws of
      the
      respective country of manufacture. In furtherance of this commitment, Retail
      Brand Alliance, Inc. will do business with only those companies that have
      adopted the following standards defining decent and humane working conditions
      for all of its manufacturers and suppliers:

    


    
      	
              ·

            	
              Legal
                Guidelines for Vendors
                -
                We expect our vendors to comply with any and all legal requirements
                of the
                country in which they are doing business. We seek vendors who respect
                the
                legal and moral rights of its
                employees.

            


    

    
      	
              ·

            	
              Forced
                Labor
                -
                There shall not be any use of forced labor, whether in the form of
                prison
                labor, indentured labor, bonded
                labor or otherwise. 

            


    

    
      	
              ·

            	
              Child
                Labor
                -
                No person shall be employed at an age younger than allowed by
                law.

            


    

    
      	
              ·

            	
              Harassment
                or Abuse
                -
                Every employee shall be treated with respect and dignity. No employee
                shall be subject to any physical, sexual, psychological or verbal
                harassment or abuse.

            


    

    


    
      	
              ·

            	
              Nondiscrimination
                -
                No person shall be subject to any discrimination in employment, including
                hiring, salary, benefits, advancements, discipline, termination or
                retirement on the basis of gender, race, religion, age, disability,
                sexual
                orientation, nationality, political opinion, or social or ethnic
                origin.

            


    

    
      	
              ·

            	
              Health
                and Safety
                -
                Employers shall provide a safe, healthy and clean working environment
                that
                is in compliance to national and local laws to prevent accidents
                and
                injury to health arising out of, linked with, or occurring in the
                course
                of work or as a result of the operation of employer
                facilities.

            


    

    
      	
              ·

            	
              Freedom
                of Association and Collective Bargaining
                -
                Employers shall recognize and respect the right of employees to freedom
                of
                association and collective bargaining as may be allowed by
                law.

            


    

    


    
      	
              ·

            	
              Wages
                and Benefits
                -
                Employers must recognize that wages are essential to meeting employees’
                basic needs. Employers shall pay employees, as a floor, at least
                the
                minimum wage (including overtime hours if applicable) required by
                local
                law and shall provide legally mandated
                benefits.

            


    

    
      	
              ·

            	
              Hours
                of Work -
                Except in extraordinary business circumstances, employees shall not
                be
                required to work more than the limits on regular and overtime hours
                allowed by the law of the country of
                manufacture.

            


    

    
      	
              ·

            	
              Overtime
                Compensation -
                In
                addition to their compensation for regular hours of work, employees
                shall
                be compensated for overtime hours at such premium rate as is legally
                required in the country of manufacture or, in those countries where
                such
                laws do not exist, at a rate at least equal to their regular hourly
                compensation rate.

            


    

     

    Retail
      Brand Alliance, Inc. reserves the right to terminate its relationship and/or
      contract with any manufacturer or supplier who fails to comply with this
      Workplace Code of Conduct.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    C.
      RBA TERMS

     

    
      	 	
              1)

            	
              Financial 

            


    

    
      	
              ·

            	
              All
                RBA Domestic orders must be invoiced in compliance with Purchase
                Order
                terms at “Net/10 EOM plus 60 Days dating.” Goods received on the 20th of 1
                month through the 19th of the next will go to the following month
                plus 60
                days for checks dated the 10th of the month.


            


    

    


    Examples:
      Goods received Oct. 20– Nov. 19 = Dec. 10 + 60 days = check dated Feb. 10


    Goods
      received Nov. 20 – Dec. 19 = Jan. 10 + 60 days = check dated Mar. 10


    


    
      	
              ·

            	
              Any
                dating exceptions must be pre-approved in writing by the Vice president
                of
                Production and Chief Financial Officer.


            


    

    
      	
              ·

            	
              Requests
                for special payment arrangements such as anticipation must be directed
                to
                the RBA Treasury Department.

            


    

    
      	
              ·

            	
              Factor
                assignments will be in accordance with our vendor database at time
                of
                payables. Including a Factor Stamp or information on the invoice
                will not
                ensure payment to the correct
                payee.

            


    

     

    
      	 	
              2)

            	
              Purchase
                Order

            


    

    
      	
              ·

            	
              Verbal
                agreements will not be considered binding by the Company. Only those
                Purchase Orders submitted to you on Retail Brand Alliance documents
                will
                be honored.

            


    

    
      	
              ·

            	
              All
                Purchase Order Terms and Conditions will be enforced. Failure of
                RBA to
                enforce any specific condition in the past will not preclude enforcement
                of the remainder of the agreement in the future.
                

            


    

    
      	
              ·

            	
              Specific
                Routing Instructions are an integral part of our Purchase Order Terms
                and
                conditions. Please adhere to these instructions in order to avoid
                refusals
                and/or violation/handling fees. 

            


    

    
      	
              ·

            	
              Shipments
                received at RBA Dock or Consolidator without a valid Purchase Order
                on
                file will be refused. 

            


    

     

    
      	 	
              3)

            	
              EDI/Trading
                Partner Management

            


    

    
      	
              ·

            	
              EDI/TPM
                requirements

            


    

    
      	 	
              a.

            	
              Retail
                Brand Alliance requires all vendors to process their Purchase Orders
                using
                either our certified Inovis/QRS EDI program or via the Retail Brand
                Alliance web accessed TPM Solution. All vendors must sign an EDI/TPM
                contract.

            


    

    
      	 	
              b.

            	
              New
                vendors must ship in compliance and should notify
                TPMHELPLINE@retailbrandalliance.com to discuss the options available
                for
                compliance.

            


    

    
      	 	
              c.

            	
              All
                vendors are required to be recertified in a timely manner for any
                updated
                EDI or TPM standards.

            


    

    
      	 	
              d.

            	
              Retail
                Brand Alliance expects 100% accuracy for all ASN (Advance Ship Notice)
                documents that are transmitted. See “Required EDI Transactions” listed
                below.

            


    

    
      	 	
              e.

            	
              Under
                no circumstances may a vendor vary from these requirements. If a
                vendor is
                unable to comply contact TPMHELPLINE@retailbrandalliance.com for
                assistance. Failure to adhere to these requirements will result in
                vendor
                charge back.

            


    

    
      	 	
              f.

            	
              TPM
                vendors using the TPM provider service should contact their Retail
                Brand
                Alliance Product Manager to request a web accessed link to print
                Purchase
                Orders .If the vendor does not have access to the web they can arrange
                an
                alternative means of retrieval such as a faxed
                copy.

            


    

    


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              ·

            	
              EDI
                Certification Process

            


    

    


    In
      order
      to commence the EDI certification process an e-mail request should be sent
      to
      TPMHELPLINE@retailbrandalliance.com. You will receive detailed specifications
      for all of the documents mentioned in Section C. Vendors will be invited to
      complete certification via an Inovis compliance website. EDI certification
      should be completed in a timely manner and vendors should note that any Purchase
      Orders that are due to ship before compliance is achieved will need to be
      processed via our web based TPM solution.

    


    
      	
              ·

            	
              Required
                EDI Transactions

            


    

    


    
      	
            	a.	
              850    Purchase
                Order

            


    

    
      	
            	b.	
              856    Advance
                Ship Notice

            


    

    
      	
            	c.	
              997    Functional
                Acknowledgement 

            


    

    
      	 	
              d.

            	
              Multiple
                UCC-128 label types.

            


    

     

    D. WAREHOUSING
      ALLOWANCE 

     

    All
      Purchase Orders received in our Distribution Center or Consolidators will be
      subject to a 1% Warehousing Allowance. Vendor Debit Adjustments will be
      processed on a daily basis upon DC receipt of goods. Contact Vendor Relations
      at
      (860) 741-0771 for more information. 

    


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums,
      Inc.

     

    E. LABOR
      LAWS COMPLIANCE / TRANS. SHIPPING

     

    Retail
      Brand Alliance shall endeavor to purchase merchandise only from sources that
      adhere to Federal and State laws enacted to protect workers. By agreeing to
      sell
      merchandise to us, you also agree that all merchandise which we purchase from
      you will be manufactured in accordance with the requirements of all applicable
      Federal and State laws, including the Fair Labor Standards Act. Retail Brand
      Alliance will also purchase merchandise only from sources that adhere to the
      laws of the respective country of manufacture enacted to protect workers. By
      agreeing to sell merchandise to us, you also agree that all merchandise which
      we
      purchase from you will be manufactured in accordance with the requirements
      of
      all laws enacted to protect workers of the respective country of manufacture.
      Moreover, you agree to comply with all applicable laws of the United States
      that
      relate to the import of products, including country of origin labeling, product
      labeling and fabric and product testing.

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

    


    F. PURCHASE
      ORDER TERMS AND CONDITIONS

    


    1.
      ACCEPTANCE: Neither Retail Brand Alliance, Inc. (“Buyer”) nor Seller shall be
      bound by this order until Seller expresses its acceptance of the order or Seller
      delivers to Buyer any of the goods ordered, whichever first occurs. In any
      event, acceptance of the order shall be upon the terms and conditions or
      modifications stated on the Purchase Order, and no additions or modifications
      thereof shall bind Buyer unless expressly assented to in writing by Buyer.
      All
      specifications and data submitted to the Seller with this order are incorporated
      herein. All warranties, agreements and representations herein made shall survive
      the delivery and acceptance of the goods, which are the subject of this Purchase
      Order.

     

    2.
      CHANGES: The Buyer reserves the right at any time to make written changes in
      this order including method of shipment or packing, and time, place and manner
      of delivery. If any such changes cause an increase or decrease in the cost
      or
      time required for performance of this contract, an equitable adjustment shall
      be
      made in the contract price or delivery schedule, or both. Any claim by Seller
      for adjustment under this clause must be approved by Buyer in writing before
      Seller proceeds with such change. Price increases shall not be binding on Buyer
      unless evidenced by a Purchase Order revision signed by Buyer.

     

    3.
      DELIVERY: Time is of the essence in this contract, and if delivery of goods
      is
      not made in the quantities and the time specified, Buyer reserves the right,
      without liability and in addition to its other rights and remedies, to direct
      expedited routing of goods (the difference in cost between the expedited routing
      and the normal routing costs shall be paid by Seller), to accept late delivery
      (whether such late delivery was approved by buyer or not) and deduct late
      delivery charges as stated in Buyer’s Vendor Guidelines, or terminate this
      contract by notice effective when received by Seller as to stated goods not
      yet
      shipped, and to purchase substitute goods or services elsewhere, in which event
      Seller shall be liable for any loss incurred.

     

    Where
      the
      goods are to be supplied or payment therefore is to be made by installments,
      the
      failure of the Buyer to pay any installment in due time shall not entitle the
      Seller to treat such failure as a repudiation by the Buyer of this entire
      Purchase Order.

     

    Seller
      shall be liable for any excess transportation charges, delays or claims
      resulting from Sellers deviation from agreed on routing instructions. When
      Seller has reason to believe that deliveries will not be made as scheduled;
      Seller will immediately give written notice setting forth the cause of the
      anticipated delay to Buyer.

     

    All
      Goods
      delivered the 20th
      or later
      of the month are to be considered as a purchase of and received the first day
      of
      the following month for payment purposes.

     

    Buyer
      will have no liability for payment for goods delivered to Buyer which are in
      excess of quantities specified in this contract. Such goods shall be subject
      to
      rejection and return at Seller’s expense, including transportation charges both
      ways. Buyer shall not be liable for any material or production costs incurred
      by
      Seller in excess of the amount or in advance of the time necessary to meet
      Buyer’s delivery schedule.

     

    4.
      INSPECTION AND ACCEPTANCE: Payment for any goods under this contract will not
      constitute acceptance thereof. All goods purchased hereunder are subject to
      inspection at Buyer’s destination either before or after payment. Buyer reserves
      the right to refuse acceptance of goods, which are not in accordance with
      instructions, specifications, samples on which orders were based, or Seller’s
      warranties (express or implied). Goods not accepted will be returned to Seller
      for full credit (including repayment in full to Buyer of any monies paid Seller
      for such goods) or replacement (at buyer’s option) and at Seller’s risk and
      expense, including transportation charges both ways. No replacement of rejected
      goods shall be made unless specified by Buyer in writing. 

     

    Buyer
      shall not be liable for failure to accept any part of the goods if such failure
      is the result of any cause beyond the control of the Buyer, including (without
      limitation) fires, floods, acts of God, strikes, labor disputes, casualties,
      delays in transportation, inability to obtain materials or machinery, or total
      or partial shutdown of Buyer’s plant.

     

    Acceptance
      of all or any part of the goods shall not bind Buyer to accept any future
      shipments, nor be deemed to be a waiver of Buyer’s right either to cancel or to
      return all or any portion of the goods because of failure to conform to this
      contract, or by reason of defects, latent or patent, or other breach of
      warranty, or to make any claim for damages, including manufacturing costs,
      damage to materials or articles caused by improper boxing, crating or packing,
      and loss of profits and other special damages occasioned the Buyer. Such rights
      shall be in addition to any other remedies provided by law.

     

    5.
      PACKING AND CONTAINERS: No charges for packing, containers, or transportation
      will be allowed unless specified on the face of this order. Seller shall be
      liable for damages to materials or articles caused by improper boxing, crating,
      or packing.

     

    6.
      SELLER’S WARRANTIES: Seller hereby warrants that all of the goods furnished
      shall be of merchantable quality and fit for Buyer’s purposes and that they
      shall conform to Buyer’s specifications and to all Seller’s representations,
      affirmations, promises, descriptions, samples or models forming the inducement
      to enter this contract.

     

    Seller
      further warrants that in the performance of this order it will comply with
      all
      Federal, State or municipal government laws, and that with respect to the
      production of the goods covered by this order, it has fully complied with all
      applicable Federal and State Laws, the Fair Labor Standards Act and production
      and export laws as well as all laws enacted to protect workers of the respective
      country of production and Seller shall comply with all Federal Laws relating to
      the import of products including country of origin, labeling and fabric and
      product testing.

     

    Seller
      acknowledges that all technical information in the nature of product data which
      is supplied to Seller to help facilitate performance of this contract, shall
      be
      considered as, and kept confidential by Seller, its agents and employees, and
      Seller warrants that it will prevent disclosure or use of any such information
      either directly or by incorporation of such information in manufacturing
      products for others.

     

    Seller
      warrants that no part of the goods shall be manufactured in any premises or
      any
      factory other than the one stated on the front of this purchase
      order.

     

    Seller
      agrees that these warranties shall survive acceptance of the goods. These
      warranties shall be in addition to any warranties and no other express or
      implied warranties shall be deemed disclaimed or excluded except in writing
      signed by the Buyer.

     

    7.
      INDEMNIFICATION: Seller agrees to indemnify and save Buyer, its parents,
      subsidiaries, affiliates, and agents, harmless from any and all losses,
      expenses, awards, and damages, including court costs and reasonable attorney’s
      fees, related in any way to this contract (including, without limitation, those
      arising from claims of patent, trademark, or copyright infringement or unfair
      competition) except to the extent such goods were manufactured strictly in
      accordance with Buyer’s specifications. Upon receipt of notice, Seller will
      promptly assume full responsibility for the defense of any suit or proceeding
      arising out of this Agreement or the goods to which Buyer, its subsidiaries,
      affiliates, or agents, for any reason may be party.

    


    8.
      CANCELLATION: Buyer shall have the right to cancel all or any portion of this
      order upon Seller’s failure to meet delivery as specified herein; for breach of
      any term appearing in this contract; or, if Seller is adjudicated bankrupt
      or
      commits an act of bankruptcy; or if any warranty or representation made by
      Seller is false in any material respect. If Seller’s failure to perform is due
      to circumstances beyond Seller’s reasonable control, cancellation shall be
      deemed to have been made under Paragraph 9 below entitled “Termination.” Such
      right of cancellation is in addition to, and not in lieu of, any other remedies
      which Buyer may have.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    9.
      TERMINATION: Buyer may terminate performance under this contract in whole or
      in
      part by written notice. Upon receipt of notice Seller will terminate all work
      in
      progress and advise Buyer of the value of work completed and materials purchased
      prior to notice, and the most favorable disposition Seller can make thereof.
      Buyer will pay pro-rate share of contract price for finished work accepted
      by
      Buyer and reimburse Seller for cost of work in process and materials not
      allocable to other work. Such payments shall be determined in accordance with
      generally accepted accounting principles, less value received by Seller for
      items used or resold by the Seller. Buyer shall not be liable for the cost
      of
      defective, damaged, or destroyed work or material. In no event will payment
      made
      under this clause exceed the aggregate contract price fewer payments made and
      adjustments allowed in settlement of the contract. This clause shall constitute
      Seller’s exclusive remedy in the event this order is terminated by Buyer
      provided herein. This clause will not apply to any cancellation by the Buyer
      for
      default by the Seller or for any other cause allowed by law or under this
      Purchase Order.

     

    10.
      WAIVER: Failure of Buyer to require performance of any of the terms, covenants,
      or conditions of this contract or to exercise any right hereunder, shall not
      be
      construed as a waiver of the future performance of any such terms, covenants,
      or
      conditions, or the further exercise of such right, and the obligations of Seller
      with respect to such future performance shall continue in full force and
      effect.

     

    11.
      ASSIGNMENT: No work under this contract shall be assigned nor shall Seller
      subcontract for completed or substantially completed goods which are the subject
      of this contract without Buyers prior written consent.

     

    12.
      ANTICIPATION: This order is subject to anticipation for prepayment at 18% per
      annum. Discount and anticipation shall be computed from the date of receipt
      of
      goods. Where delivery is required to be made to a consolidator, the date of
      receipt of goods shall be deemed to be the date three days after the goods
      destined for our distribution center are actually placed in custody of the
      consolidator.

     

    13.
      SPECIAL FEATURES: All merchandise designs and mechanical features which have
      been supplied by Buyer to Seller, and specially created or developed for Buyer
      by Seller, or which are distinctive of Buyer’s private label merchandise
      (“Special Features”), shall be the sole property of Buyer and shall be used only
      on goods manufactured for Buyer. Buyer may use the Special Features in
      merchandise manufactured by others and obtain such legal protection as may
      be
      available for the Special Features, including without limitation, patents,
      copyrights and trademarks. Seller shall execute any and all instruments deemed
      by Buyer to be necessary or desirable to obtain such protection in all countries
      of the world.

     

    14.
      TRADEMARKS: If this agreement deals with goods which bear Buyer’s private
      labeling, trademarks, service marks, trade names, distinctive words, copyrights,
      logos, pictures or designs (“Properties”), Seller shall not transfer or sell any
      such goods to any third person without Buyer’s prior written consent. If Buyer's
      consent is given, Seller shall not under any circumstances sell or otherwise
      transfer such goods to any third person until the Properties have been
      physically removed or completely obliterated from the goods and all packaging.
      It is agreed that Buyer is the sole owner of the Properties and that Seller
      does
      not have any rights to the use of the Properties except as stated herein, and,
      in addition, Seller shall not challenge Buyer's rights to such
      Properties.

     

    15.
      SPECIAL CONDITION: Buyer may at its expense elect to supply fabric (or any
      other
      materials) to vendor to complete this order. Should Buyer do so, the unit price
      set forth in this Purchase Order shall be subject to downward adjustment by
      Buyer.

     

    16.
      JURISDICTION: This contract shall be governed and construed under and in
      accordance with the laws of the State of Connecticut. Except for matters
      regarding intellectual property or confidentiality, all claims and disputes,
      which arise between the parties under this Agreement, shall be resolved by
      binding arbitration in Hartford County, Connecticut under the then current
      Commercial Arbitration Rules of the American Arbitration Association. In the
      event of litigation between the parties arising under this Agreement,
      jurisdiction and venue shall be brought only in the United States District
      Court, District of Connecticut at Hartford, Connecticut or such appropriate
      state court in Connecticut. The parties hereby specifically waive any right
      to a
      jury trial. The parties expressly exclude the application of the United Nations
      Convention of Contracts for the International Sale of Goods."

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    G. INTRODUCTION/WHO
      TO CONTACT

    


    This
      document defines guidelines for doing business with Retail Brand Alliance.
      To
      facilitate our relationship, we welcome you to contact us for any clarification
      you might require.


    


    
      	
              PROBLEM
                AND/OR INQUIRY

            	 	
              DEPARTMENT

            	 	
              TELEPHONE

            	 	
              FAX

            
	
              Exceptions
                to Procedures, Payment Inquiries, General Inquiries/Instructions,
                Invoicing, Sampling, Packing, Routing and Shipping 

              Send
                e-mail to:

              VR@RetailBrandAlliance.com

            	 	
               

               

              Vendor
                Relations

            	 	
              860-741-0771
x
                2430

              or
                

              x
                2258

            	 	
               

              860-745-3984
                

            
	 	 	 	 	 	 	 
	
              Quality
                Assurance/Garment Label Inquiries, Ticket Request

            	 	
              Product
                Manager 

            	 	
              212-682-8800

            	 	 
	 	 	 	 	 	 	 
	
              Scheduling
                DC Deliveries

            	 	
              Receiving

            	 	
              860-741-0771
x2560

            	 	 
	 	 	 	 	 	 	 
	
              TPM/EDI
                Questions

              Send
                e-mail to:

              TPMHELPLINE@RetailBrandAlliance.com

            	 	
               

            	 	 	 	 


    

     

    H. PURCHASE
      ORDER RETRIEVAL

    


    The
      method vendors use to retrieve their Purchase Order will depend on how they
      will
      process the particular order. 

    


    
      	
              ·

            	
              EDI
                vendors receive all of the necessary data in the 850 document.
                

            


    

    


    
      	
              ·

            	
              TPM
                vendors receive
                all of the necessary data in the TPM system.


            


    

     

    I. RBA/VENDOR
      CORRESPONDENCE/INQUIRIES

    


    
      	
              ·

            	
              RBA
                is committed to prompt notification of any shipment problems, paperwork
                difficulties and charge backs within 30 days or less in order to
                resolve
                problems immediately and prevent them from lingering. We anticipate
                our
                vendors will act in the same fashion. If a problem exists, please
                advise
                Vendor Relations as soon as possible in writing, by fax or phone.
                

            


    

    
      	
              ·

            	
              Correspondence
                and a request for problem review that is older than 6 months from
                date of
                merchandise receipt will not be accepted for consideration.
                

            


    

    
      	
              ·

            	
              All
                vendor and factor requests concerning payments will require the check
                number for verification. No information will be provided on future
                payments due. 

            


    

    
      	
              ·

            	
              All
                vendor debit/credit adjustments are detailed and distributed to the
                vendor
                twice a month and on the remittance advice at time of payment. Any
                and all
                subsequent requests for documentation either by the vendor or factor
                will
                be assessed a $25.00 handling fee per document.


            


    

    


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    
      	
              ·

            	
              All
                vendor adjustments (debit and credit memos) will be deducted at the
                time
                of the specific invoice payment. 

            


    

    
      	
              ·

            	
              All
                Vendor adjustment information will be detailed directly on the remittance
                advice. The actual documents will not accompany the remittance.
                

            


    

    
      	
              ·

            	
              Invoices/packing
                slips/’ASN’ transactions will be considered as final invoice documents and
                will be reflected as the reference number on all remittance, checks
                and
                correspondence. 

            


    

    
      	
              ·

            	
              RBA
                makes payment to vendor within a ‘paperless’ environment. Payment is made
                in accordance with the purchase order terms and style cost at the
                time of
                receipt. 

            


    

    
      	
              ·

            	
              RBA
                Treasury Department must be provided with written notification of
                the
                following: 

            


    

    
      	 	
              a.

            	
              Factoring
                Agreements 

            


    

    
      	 	
              b.

            	
              Change
                of factor prior to merchandise shipment.


            


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    


    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

    


    SHIPMENT
      PREPARATION

     

    A. PRESHIPMENT
      SAMPLING INSTRUCTIONS

     

    
      	 	
              1)

            	
              Photo
                Sample 

            


    

    
      
        
           

          
            	·	
                    
                      The
                        RBA Purchase Order clearly defines if Photo Samples are required.
                        See
                        field ’Photo Sample’ on Purchase Order for quantity and size per style
                        required. 

                    

                  


          

        

      

    

    
      	
              ·

            	
              Sample
                must be invoiced separately at no charge


            


    

    
      	
              ·

            	
              Only
                one invoice is allowed per Purchase Order.


            


    

    
      	
              ·

            	
              All
                samples must be sent prepaid, overnight.


            


    

    
      	
              ·

            	
              Samples
                will not be returned to the vendor.


            


    

    
      	
              ·

            	
              Do
                not break pre-packs to provide samples.


            


    

    


    
      	 	
              2)

            	
               Production
                Sample 

            


    

    
      	
              ·

            	
              The
                RBA Purchase Order clearly defines if Production Samples are required.
                See
                field ’Production Sample’ on Purchase Order for quantity and size per
                style required. 

            


    

    
      	
              ·

            	
              If
                Purchase Order states Production Samples are requested, PPS
                (Pre-Production Sample) and TOP (Top of Production Sample) are required
                at
                relevant stage of production. 

            


    

    
      	
              ·

            	
              Sample
                must be invoiced separately at no charge


            


    

    
      	
              ·

            	
              Only
                one invoice is allowed per Purchase Order.


            


    

    
      	
              ·

            	
              All
                samples must be sent prepaid, overnight.


            


    

    
      	
              ·

            	
              Samples
                will not be returned to the vendor.


            


    

    
      	
              ·

            	
              Do
                not break pre-packs to provide samples.


            


    

    


    B. HOW
      TO SEND SAMPLE

     

    
      	 	
              1)

            	
               Garments: 

            


    

     

    Send
      to:
      Retail Brand Alliance, Inc. / Brooks Brothers 

    346
      Madison Ave. 

    New
      York,
      NY 10017

     

    
      	 	
              2)

            	
              Accessories,
                Eyewear, Jewelry, Scarves: 

            


    

    


    Send
      to:
      Retail Brand Alliance, Inc. / Brooks Brothers 346 Madison Ave. 

    New
      York,
      NY 10017

     ATTN:
      ACCCESSORY BUYER     

     

    NOTE:
      Please
      contact the Production Associate when a need exists to provide mutilated
      production samples.  

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    C. PRE-TICKETING
      INSTRUCTIONS

    


    
      	
              ·

            	
              All
                vendors are required to pre-ticket merchandise and are responsible
                for
                obtaining the tickets so as not to impact delivery timing.
                

            


    

    
      	
              ·

            	
              Vendor
                is responsible for informing the Production Manager of their required
                ticket due date, which Production will support with Purchase Order
                entry.
                

            


    

    
      	
              ·

            	
              You
                will receive tickets in paper bags - one color of a style per bag.
                The
                outside of each bag will be marked with our Purchase Order number,
                the
                color name, and color code. 

            


    

    
      	
              ·

            	
              Ticket
                quantities will be 10% greater than the quantity ordered.
                

            


    

    
      	
              ·

            	
              For
                specific instructions on ticket types and placement on product, please
                consult the appropriate brand specific ticketing guidelines.
                

            


    

    
      	
              ·

            	
              Vendors
                who wish to produce their own tickets should contact their Production
                Manager for information.

            


    

     

    D. STORE
      (FLOOR READY) HANGER INSTRUCTIONS

     

    Hangers

    
      	
              ·

            	
              All
                garments shipped on hangers, (CTH or GOH) must utilize the standard
                RBA
                store hanger. 

            


    

    
      	
              ·

            	
              For
                specific information on hanger suppliers, please consult the appropriate
                brand specific hanger guidelines.

            


    

     

    
      E. PRODUCT
        GARMENT LABELS AND HANGTAGS

       

      
        	
                ·

              	
                The
                  Purchase Order will dictate if private product labels and/or hangtags
                  are
                  required.

              


      

      For
        specifics on obtaining the correct labels and/or hangtags, contact the
        Production Manager.

    

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    F. PACKING
      SLIP INSTRUCTIONS 

    


    
      	
              ·

            	
              Shipments
                will be refused at all consolidator locations and RBA dock in all
                cases
                where Bill of Lading information does not match the Invoice/Packing
                Slip
                information. 

            


    

    
      	
              ·

            	
              An
                Invoice/Packing Slip is required to accompany each Purchase
                Order/shipment. Attach to Bill of Lading for presentation.
                

            


    

    
      	
              ·

            	
              For
                each Purchase Order/shipment, there can be no more than one invoice.
                

            


    

    
      	 	
              Invoice/Packing
                Slip must contain the following information.


            


    

    
      
        	
                (See
                  Examples pages 17 & 18): 

              
	
                a.

              	
                Vendor
                  Name, Address, Phone Number 

              
	
                b.

              	
                Invoice
                  Number 

              
	
                c.

              	
                Purchase
                  Order Number 

              
	
                d.

              	
                Number
                  of cartons in shipment/total weight of shipment 

              
	
                e.

              	
                Exact
                  quantities (units) by style, color and size. 

              
	
                f.

              	
                Unit
                  Cost

              
	
                g.

              	
                Shipment
                  Number

              


      

    

     

    Note:
      

    
      	
              ·

            	
              The
                unit cost must be as indicated on the purchase order.
                

            


    

    
      	
              ·

            	
              If
                vendor style number is different from purchase style number, both numbers
                must be indicated. 

            


    

    


    
      	
              ·

            	
              The
                following additional information is required if the order is pre
                packed.
                

            


    

    
      	 	
              a.

            	
              Definition
                of packs by style, color, size and quantities.


            


    

    
      	 	
              b.

            	
              Pre
                pack Type 

            


    

    
      	 	
              c.

            	
              Number
                of Pre packs 

            


    

    
      	
              ·

            	
              Do
                not mail additional copies of invoices to Accounts Payable or Vendor
                Relations. 

            


    

    
      	
              ·

            	
              Payment
                is made in accordance with the purchase order terms and style cost
                at the
                time of receipt. 

            


    

    
      	
              ·

            	
              Verify
                all Purchase Orders for accuracy prior to shipment release.
                

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	 	
              1)

            	
              Example
                - Packing List – Bulk
                Merchandise

            


    

    


    BULK
      MERCHANDISE

      

    

    SHIP
      FROM:

    VENDOR
      NAME

    VENDOR
      STREET ADDRESS

    ANY
      CITY,
      STATE, COUNTRY

    POSTAL
      CODE

    PHONE
      NUMBER

    


    SHIP
      TO: 

    RETAIL
      BRAND ALLIANCE

    107
      PHOENIX AVENUE

    ENFIELD,
      CT 06082

    

      
        	
                Invoice
                  Number

              	
                123456

              	
                Invoice
                  Date: 1/0/00

              
	 	 	 
	
                Purchase
                  Order Number

              	
                543210

              	 
	 	 	 
	
                Number
                  of Cartons

              	
                16

              	 
	 	 	 
	
                Carton
                  Weight

              	
                480
                  pounds

              	 
	 	 	 
	
                Shipment
                  # 

              	
                009999123456789

              	 


      

    

    

      
        	
                Style

              	 	
                Description

              	 	
                Color

              	 	
                Qty

              	 	
                2

              	 	
                4

              	 	
                6

              	 	
                8

              	 	
                10

              	 
	
                454

              	 	
                Shirt

              	 	
                Red

              	 	
                325

              	 	
                25

              	 	
                60

              	 	
                60

              	 	
                120

              	 	
                60

              	 
	
                452

              	 	
                Shirt

              	 	
                Blue

              	 	
                395

              	 	
                25

              	 	
                60

              	 	
                60

              	 	
                125

              	 	
                25

              	 
	 	 	 	 	
                  Total

              	 	
                620

              	 	 	 	 	 	 	 	 	 	 	 


      

       

    

    
      NOTE:
        Style 454 reflects Style 11454 on Purchase Order

       

      
        

      

    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	 	
              2)

            	
              Example
                - Packing List – Pre pack
                Merchandise

            


    

    


    PRE
      PACK MERCHANDISE

     

      
        

      

    

     

    SHIP
      FROM: 

    VENDOR
      NAME

    VENDOR
      STREET ADDRESS

    ANY
      CITY,
      STATE, COUNTRY

    POSTSAL
      CODE

    PHONE
      NUMBER

    


    SHIP
      TO: 

    RETAIL
      BRAND ALLIANCE

    107
      PHOENIX AVENUE

    ENFIELD,
      CT 06082

    

      
        	
                Invoice
                  Number

              	
                123456

              	
                Invoice
                  Date: 1/00/00

              
	 	 	 
	
                Purchase
                  Order Number

              	
                543210

              	 
	
                Number
                  of Cartons

              	
                10

              	 
	 	 	 
	
                Carton
                  Weight

              	
                300
                  pounds

              	 
	 	 	 
	
                Shipment
                  # 

              	
                009999123456789

              	 


      

    

    

      
        	
                Style

              	 	
                Description

              	 	
                Color

              	 	
                Qty

              	 	
                P

              	 	
                S

              	 	
                M

              	 	
                L

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                454

              	 	
                Self Belt Slim

              	 	
                Blue

              	 	
                240

              	 	
                40

              	 	
                60

              	 	
                80

              	 	
                60

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                A pre pack 20

              	 	
                1

              	 	
                2

              	 	
                2

              	 	
                1

              	 
	 	 	 	 	
                B pre pack 20

              	 	
                1

              	 	
                1

              	 	
                2

              	 	
                2

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                Total

              	 	
                240

              	 	 	 	 	 	 	 	 	 


      

    

    
      

    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

    

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

      


      PACKING
        INSTRUCTIONS

      
        
        

      

    

    A. POLY
      BAG REQUIREMENTS 

    
      	
              ·

            	
              All
                poly bags must be labeled with the required government warnings,
                no
                additional printing on flat packed merchandise bags.
                

            


    

    
      	
              ·

            	
              Do
                not use high slip poly bags. 

            


    

    
      	
              ·

            	
              Poly
                bag should be fitted tight to garment.


            


    

     

    B. PACKAGE
      TYPES 

    
      	
            	Note:	
              Due
                to the automated sorting systems at RBA, the following detailed
                requirements for package type must be strictly adhered to. The Purchase
                Order will dictate the appropriate package type. If your product
                has not
                been ordered as a re-shippable pre pack (Type R) and does not conform
                to
                all
                our automated sorter requirements as noted below please see number
                10)
                Non-Conveyable (Type J).

            


    

     

    
      	 	
              1)

            	
              GOH
                (Garments on Hangers) - Not Pre packed 

            


    

    
      	
              ·

            	
              GOH
                must be sorted by Purchase Order, style, color, size for delivery.
                

            


    

    
      	
              ·

            	
              Poly
                bags must be heat sealed or tied at the bottom.


            


    

    
      	
              ·

            	
              Hangers
                or merchandise are not to be banded together under any
                circumstances.

            


    

    
      	
              ·

            	
              Maximum
                weight of individual garment cannot exceed 10
                lbs

            


    

    
      	
              ·

            	
              If
                hanger pack cartons are used , do not be seal with staples or straps
                

            


    

     

    
      	 	
              2)

            	
               GOH
                (Garments on Hangers) – Pre packed 

            


    

    
      	
              ·

            	
              GOH
                must be sorted by Purchase Order, style, color, and pre pack type
                for
                delivery. 

            


    

    
      	
              ·

            	
              All
                pre packed orders will be issued bar coded stickers (Combo SKU) with
                printed information identifying the pre pack type. For correct Combo
                SKU
                placement, please consult the appropriate brand specific ticketing
                guidelines. 

            


    

    
      	
              ·

            	
              Pre
                packs are to be banded together at the hanger hook. Use of rubber
                bands or
                twist ties is acceptable. Poly bags must be heat sealed or tied at
                the
                bottom. 

            


    

    
      	
              ·

            	
              Do
                not ship pre packs without pre pack stickers (Combo SKU).
                

            


    

    
      	
              ·

            	
              Maximum
                weight of pre pack cannot exceed 10 lbs.


            


    

    
      	
              ·

            	
              If
                hanger pack cartons are used , do not be seal with staples or straps
                

            


    

     

    
      	
            	3)	
              CTH
                (Carton to Hang) – Not Pre
                packed

            


    

    
      	
              ·

            	
              Shipping
                carton weight cannot exceed 40 lbs. Do not seal carton with staples
                or
                straps. 

            


    

    
      	
              ·

            	
              One
                Purchase Order, style, color, size per carton.


            


    

    
      	
              ·

            	
              Poly
                bags must be heat sealed or tied at the bottom.


            


    

    
    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              ·

            	
              Hangers
                or merchandise are not to be banded together under any circumstances.
                

            


    

    
      	
              ·

            	
              Maximum
                weight of individual garment cannot exceed 10
                lbs.

            


    

    
      	
              ·

            	
                      
                No odd cartons are allowed if the Purchase Order is A/R (Auto
                Replenishment). 

            


    

     

    4)
      CTH
      (Carton to Hang) - Pre packed 

    
      	
              ·

            	
              Shipping
                carton weight cannot exceed 40 lbs. Do not seal carton with staples
                or
                straps. 

            


    

    
      	
              ·

            	
              One
                Purchase Order, style, color, pre pack type per carton.
                

            


    

    
      	
              ·

            	
              All
                pre packed orders will be issued bar-coded stickers (Combo SKU) with
                printed information identifying the pre pack type. For correct Combo
                SKU
                placement, please consult the appropriate brand specific ticketing
                guidelines. 

            


    

    
      	
              ·

            	
              Pre
                packs are to be banded together at the hanger hook. Use of rubber
                bands or
                twist ties is acceptable. Poly bags must be heat sealed or tied at
                the
                bottom. 

            


    

    
      	
              ·

            	
              Do
                not ship pre packs without pre pack stickers (Combo
                SKU).

            


    

    
      	
              ·

            	
              Maximum
                weight of pre pack cannot exceed 10 lbs


            


    

    
      	
              ·

            	
              No
                odd cartons are allowed if the Purchase Order is A/R (Auto
                Replenishment).

            


    

    


    5)
      Bulk
      Packing – Flat Pack Not on Hangers 

    
      	
              ·

            	
              Shipping
                carton weight cannot exceed 40 lbs. Do not seal cartons with staples
                or
                straps. 

            


    

    
      	
              ·

            	
              One
                Purchase Order, style, color, size per carton.


            


    

    
      	
              ·

            	
              Poly
                bag must be sealed; taped end-to-end or heat-sealed fit to size of
                garment. 

            


    

    
      	
              ·

            	
              For
                price ticket placement, please consult the appropriate brand specific
                ticketing guidelines. 

            


    

    
      	
              ·

            	
              Maximum
                dimension for flat pack is 19” x 19” x 6”. Maximum weight is 17.5 lbs.
                

            


    

    
      	
              ·

            	
              Minimum
                dimension for flat pack is 1.9” x 1.9” X 0.8”. Minimum weight is 2
                ounces.

            


    

    
      	
              ·

            	
              No
                odd cartons are allowed if the Purchase Order is A/R (Auto
                Replenishment).

            


    

    


    6)
       Pre
      pack – Flat Pack Not on Hangers 

    
      	
              ·

            	
              Shipping
                carton weight cannot exceed 40 lbs. Do not seal cartons with staples
                or
                straps. 

            


    

    
      	
              ·

            	
              Follow
                pre pack specifications from Purchase Order.


            


    

    
      	
              ·

            	
              Maximum
                dimension for pre pack is 19” x 19” x 6”. Maximum weight for all pre packs
                is 17.5 lbs. 

            


    

    
      	
              ·

            	
              Minimum
                dimension for pre pack is 1.9” x 1.9” x 0.8”. Minimum weight for all pre
                packs is 2 ounces. All pre packed flat orders will be issued bar
                coded
                stickers, (Combo SKU), with printed information identifying the pre
                pack
                type. These will come with the price tickets. For correct Combo SKU
                placement, please consult the appropriate brand specific ticketing
                guidelines. 

            


    

    
      	
              ·

            	
              Stickers
                are not to be used to seal the poly bags. Do not ship pre packs without
                pre pack stickers. 

            


    

    
      	
              ·

            	
              Only
                one pre pack type per carton. 

            


    

    
      	
              ·

            	
              The
                pre pack must be contained in a clear poly bag. The poly bag must
                be
                secured (taped end to end, heat sealed, or in a sealed envelope bag)
                and
                fitted to the size of the pre pack.


            


    

    
      	
              ·

            	
              No
                odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).
                

            


    

    


    7)
      Re-shippable
      Pre packs 

    
      	
              ·

            	
              One
                pre pack (as defined on Purchase Order) per carton.
                

            


    

    
      	
              ·

            	
              Carton
                must be labeled with appropriate UCC128 shipping label created by
                TPM or
                EDI. 

            


    

    
    

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              ·

            	
              The
                Combo SKU label must be placed on the top of the shipping carton.
                

            


    

    
      	
              ·

            	
              Carton
                standard – ECT (Edge Crush Test) must be equal to 32 lbs. /inch.
                

            


    

    
      	
              ·

            	
              Loose
                pieces or broken pre packs are unacceptable.


            


    

    
      	
              ·

            	
              Shipping
                carton weight cannot exceed 40 lbs.


            


    

     

    
      	8)	
              Jewelry,
                Accessories, Giftware
                * 

            


    

    
      	·	
              Shipping
                carton weight cannot exceed 40 lbs. Do not seal cartons with staples
                or
                straps. 

            


    

    
      	·	
              All
                jewelry, accessories, and giftware must be packed in a sealed protective
                Jiffy Bag. 

            


    

    
      	·	
              All
                shipments must meet flat packing
                requirements:

            


    

    
      	 	
              a.

            	
              Maximum
                dimension for flat or pre pack is 19” x 19” x 6”.
                

            


    

    
      	 	
              b.

            	
              Maximum
                weight for flat or pre pack is 17.5 lbs.


            


    

    
      	 	
              c.

            	
              Minimum
                dimensions for flat or pre pack is 1.9” x 1.9” x 0.8”.
                

            


    

    
      	 	
              d.

            	
              Minimum
                weight for all flat or pre pack is 50 grams (approx. 2 ounces).
                

            


    

    
      	 	
              e.

            	
              Follow
                Bulk or pre packing instructions as indicated on Purchase Order.
                

            


    

    
      	 	
              f.

            	
              No
                odd units allowed. 

            


    

    
      	 	
              g.

            	
              No
                odd cartons are allowed if the Purchase Order is A/R (Auto
                Replenishment).

            


    

    


    
      
        	9)	
                Belts,
                  Hosiery, and Scarves * 

              


      

    

    
      	
              ·

            	
              Shipping
                carton weight cannot exceed 40 lbs. Do not seal cartons with staples
                or
                straps. 

            


    

    
      	
              ·

            	
              Package
                in .02MIL clear Poly bags with a cardboard insert to render the pre
                pack
                flat. 

            


    

    
      	
              ·

            	
              All
                shipments must meet flat packing requirements:


            


    

    
      	 	
              a.

            	
              Maximum
                dimension for flat or pre pack is 19” x 19” x 6”.
                

            


    

    
      	 	
              b.

            	
              Maximum
                weight for flat or pre pack is 17.5 lbs.


            


    

    
      	 	
              c.

            	
              Minimum
                dimensions for flat or pre pack is 1.9” x 1.9” x 0.8”.
                

            


    

    
      	 	
              d.

            	
              Minimum
                weight for all flat or pre pack is 50 grams (approx. 2 ounces).
                

            


    

    
      	 	
              e.

            	
              No
                Odd units allowed. 

            


    

    
      	 	
              f.

            	
              No
                odd cartons are allowed if the Purchase Order is A/R (Auto
                Replenishment).

            


    

    


    10)
      Non-Conveyable
      (Type J)

    


    Any
      merchandise that is ordered as handling Type J can not be processed by our
      automated sortation system, or is product that must be packed in odd shaped
      packaging. (Example; Custom gift boxes)

    


    If
      you
      feel your product falls into this category but your Purchase Order is not
      written as such, please contact your Production Manager to request the Handling
      Type be changed to Type J to insure safe distribution. 

    


    *Note:
      Alternate packaging may be presented for approval prior to shipping. Contact
      Vendor Relations. 

    


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    C. PRECAUTIONS

     

    
      	 	
              1)

            	
              Overages
                from Purchase Order Quantities 

            


    

    
      	
              ·

            	
              All
                units received in excess of the Purchase Order quantities by style
                and
                color are subject to a 40% cost reduction per unit.
                

            


    

    
      	
              ·

            	
              Vendor
                Debit Adjustments will be processed on a daily basis upon DC receipt
                of
                goods. 

            


    

    


    
      	 	
              2)

            	
              Concealed
                Shipment Overages / Shortages 

            


    

    
      	
              ·

            	
              Any
                concealed shipment overage will be made payable to the vendor without
                the
                submission of an additional invoice.


            


    

    
      	
              ·

            	
              Any
                concealed shipment shortage will be immediately processed as a vendor
                debit adjustment. 

            


    

    


    
      	 	
              3)

            	
              Incorrect
                Color / Size Scale 

            


    

    
      	
              ·

            	
              RBA
                is making significant system changes to manage our business at the
                Color/Size level. As a result, all shipments are to be received exactly
                as
                ordered and the physical shipment must match the invoice/packing
                slip
                information. This requirement will be enforced without
                exception.

            


    

     

    
      	 	
              4)

            	
              Style
                / Color Substitution 

            


    

    
      	
              ·

            	
              Style
                and/or Color substitutions will not be
                permitted.

            


    

    


    
      	 	
              5)

            	
              Dye
                Lot Procedures / Requirements 

            


    

    
      	
              ·

            	
              RBA
                has implemented specific procedures for all merchandise that involve
                dye
                lots. 

            


    

    
      	
              ·

            	
              Vendors
                are required to contact the Production Office prior to dyeing and/or
                cutting products for specific instructions.


            


    

    


    
      	 	
              6)

            	
              Mark
                Out of Stock (MOS) at Store Level 

            


    

    All
      vendor products located in the stores that are found to be other than “First
      Quality” will result in the following: 

    
      	
              ·

            	
              Item
                will be processed as a MOS markdown by the store.
                

            


    

    
      	
              ·

            	
              Vendor
                Debit Adjustment will be issued at the cost value of the item and
                assessed
                a 5% Handling Fee. 

            


    

    
      	
              ·

            	
              The
                Item will not be returned to the vendor.


            


    

    
      	
              ·

            	
              Vendor
                debit adjustments will be processed and mailed on a monthly basis
                for the
                previous months’ activity. 

            


    

    


    
      	 	
              7)

            	
              Odd/Last
                Units 

            


    

    


    (No
      odd
      units allowed for jewelry/accessories, belts, hosiery, and scarves)


    


    
      	
              ·

            	
              Bulk/Loose
                

            


    

    
      	 	
              a.

            	
              One
                (1) Purchase Order, style, color, per
                carton.

            


    

    
      	 	
              b.

            	
              Mixed
                sizes within a carton must be separated by
                size.

            


    

    
      	 	
              c.

            	
              A
                single TPM or EDI generated” ODD” carton label must be used. The use of
                more than 1 TPM or EDI label is not allowed.


            


    

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              ·

            	
              Pre
                packed 

            


    

    
      	 	
              a.

            	
              One
                (1) Purchase Order, style, color, per
                carton.

            


    

    
      	 	
              b.

            	
              No
                broken pre packs or loose pieces will be
                accepted.

            


    

    
      	 	
              c.

            	
              Mixed
                pre pack types are allowed within the same carton.
                

            


    

    
      	 	
              d.

            	
              A
                single TPM or EDI generated” ODD” carton label must be used. The use of
                more than 1 TPM or EDI label is not allowed.


            


    

    
      	 	
              e.

            	
              The
                maximum number of odd cartons allowed is determined by the number
                of pre
                pack types ordered.

            


    

    


    
      	 	
              8)

            	
              Return
                to Vendor (RTV) 

            


    

    


    The
      Product Manager will notify the vendor before a shipment is returned. The cost
      of returned goods will be debited and the vendor will be responsible for freight
      charges. A $150.00 handling fee will be assessed. The vendor must advise the
      Product Manager when any return authorization number or label is required.
      

     

    
      	 	
              9)

            	
              A/R
                (Auto Replenishment)

            


    

    


    No
      Odd
      Cartons are allowed

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       
CARTON
      LABELING

    


    A. CARTON
      LABELING INSTRUCTIONS

    
      	 	
              1)

            	
              How
                to Label

            


    

    


    
      	
              ·

            	
              RBA
                requires all carton labels in UCC-128 format. These labels can be
                generated in 3 ways 

            


    

    
      	
              a.

            	
              EDI:
                Vendors can generate labels in compliance with our detailed specifications
                as part of our EDI compliance
                initiative.

            


    

    
      	
              b.

            	
              Trading
                Partner Management: Labels can be generated automatically by logging
                in to
                our Web based Trading Partner Management system. This system requires
                a
                compliant Zebra or Monarch printer. A full list of compliant printers
                is
                available in the vendor version of the Trading Partner Management
                user
                guide.

            


    

    
      	
              c.

            	
              Trading
                Partner Management provider option: Labels can be generated for vendor
                orders via one of RBA’s global Trading Partner Management providers. A
                service charge is applicable.

            


    

     

    Note:
      Details
      on these programs are available. Please contact RBA by e-mail at:

    


    mailto:tpm@retailbrandalliance.com

     

    
      	 	
              2)

            	
              Where
                to Label

            


    

    


    
      	
              ·

            	
              Label
                placement must be on the side of the carton in the lower left corner
                1
                inch from the bottom of the carton and 1 inch in from the side. (See
                illustration below)

            


    

    
      	
              ·

            	
              For
                cartons that are smaller than the carton label, placement must be
                on the
                side of the carton, 1 inch from the bottom and 1 inch in from the
                side.
                The address portion can be folded on the top of the
                carton.

            


    

     

    

    


    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    
      	
              3)

            	
               Label
                Types

            


    

     

    
      	
              ·

            	
              Bulk/Loose
                Packed merchandise label 

            


    

    
      	
              ·

            	
              Pre
                pack Merchandise label

            


    

    
      	
              ·

            	
              Odd
                Carton label (Multi SKU Bulk/Loose and Multi Pre pack
                merchandise)

            


    

    


    Note:
      No
      carton should have more than 1 UCC-128 label. Multi SKU or Multi pre pack
      cartons are always represented by a single Odd carton label.

    


    
      	 	
              4)

            	
              Label
                Ordering

            


    

    


    
      	
              ·

            	
              Vendors
                who are using a Trading Partner Management provider must ensure labels
                are
                ordered in a timely manner to avoid shipping
                delays.

            


    

    
      	
              ·

            	
              New
                vendors should contact their Product Manager or use the above mentioned
                e-mail address to be directed to the relevant
                provider.

            


    

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.132: Certain confidential information in this Exhibit 10.132 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    ROUTING
      INSTRUCTIONS

    


    A. ROUTING
      INSTRUCTIONS AND FOB DEFINITIONS

     

    These
      Routing Instructions are an integral part of our Purchase Order terms and
      conditions. Please adhere to these instructions in order to avoid refusal and/or
      violation/handling fees. 

    


    
      	 	
              1)

            	
              Early
                Shipment of Merchandise 

            


    

    
      	
              ·

            	
              Start
                dates are ‘In House’ RBA dock or consolidator.


            


    

    
      	
              ·

            	
              Any
                shipment received at RBA dock or consolidator prior to the ‘Ship On-Not
                Before’ date will be considered early and will be refused.
                

            


    

     

    
      	 	
              2)

            	
              Late
                Shipment of Merchandise 

            


    

    
      	
              ·

            	
              Completion
                dates are ‘In House’ RBA dock or consolidator.


            


    

    
      	
              ·

            	
              Any
                shipment received at RBA dock or consolidator after the completion
                date
                will be considered late and will be refused.


            


    

     

    
      	 	
              3)

            	
              Partial
                Shipments 

            


    

    
      	
              ·

            	
              With
                Product Manager approval, a maximum of two shipments per style can
                be made
                against any one Purchase Order. 

            


    

    
      	
              ·

            	
              Any
                partial shipment must conform to the original Purchase Order color/size
                assortment. 

            


    

    
      	
              ·

            	
              A
                deduction of 10% will be made for each additional invoice starting
                with
                the third invoice.

            


    

     

    
      	 	
              4)

            	
              Freight
                Requirements 

            


    

    
      	
              ·

            	
              Vendors
                are required to pay inbound freight charges to consolidator, but
                are not
                subject to consolidation fees. 

            


    

    
      	
              ·

            	
              Specific
                Routing Instructions must be adhered to on all shipments.
                

            


    

    
      	
              ·

            	
              Shipments
                will be refused at all consolidator and RBA dock locations in all
                cases
                where Bill of Lading information does not match the advance
                invoice/packing slip information. 

            


    

    
      	
              ·

            	
              Do
                not use small package delivery services to deliver to consolidator.
                

            


    

    
      	
              ·

            	
              RBA
                requires consolidator arrival in compliance with Purchase Order
                “Ship-On/Not-Before” and “Completion” dates.


            


    

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    
      	 	
              5)

            	
              Consolidator
                Locations

            


    

    


    
      	 	
              1)

            	
              NY/NJ
                COMMERICAL ZONE

            


    

    


    FOB-CONSOLIDATOR,
      Freight Prepaid

     

    Expeditors
      International

    Distribution
      Warehouse

    245D
      Roger Ave.

    Inwood,
      NY 11096

     

    
      	·	
              Hours
                of Operation: 8:30 AM – 4:00 PM – Monday through
                Friday    

            


    

    
      	
              ·

            	
              Phone:
                516-371-3330 - FAX: 516-371-2979 

            


    

    
      	
              ·

            	
              Freight
                Charges to Expeditors are not allowed.


            


    

    
      	
              ·

            	
              Appointments
                are required on all shipments. A one-hour grace period is extended
                to each
                appointment time. All shipments over 75 cartons must be palletized.
                

            


    

    
      	
              ·

            	
              Any
                appointment made with Expeditors that is not kept or is more than
                1 hour
                late for the appointment will be charged back $200.00 per Purchase
                Order.
                

            


    

    
      	
              ·

            	
              Any
                arrival at Expeditors after the 4:00 PM closeout will be charged
                back a
                ‘Late Gate’ fee of $230.00 per Purchase Order.


            


    

     

    
      	 	
              6)

            	
              All
                Other Locations

            


    

         

    FOB –
      RBA Dock, Collect

    


    Retail
      Brand Alliance

    107
      Phoenix Ave

    Enfield,
      CT 06082

    . 

    
      	
              ·

            	
              Hours
                of Operation: 7:00 A.M. – 2:30 P.M. Monday through
                Thursday

            


    

     7:00
      A.M. – 11:30 A.M. Friday 

    
      	
              ·

            	
              Phone:
                860-741-0771 ext.2560     Fax:
                860-253-4451

            


    

    
      	
              ·

            	
              Carriers
                to be used: 

            


    

     

    
      	
              New
                England & Eastern U.S.

                (CT,
                MA, RI, ME, NH, VT) (DE, MD, NJ*,
                NY*,
                PA) 

            	 	
              NEW
                ENGLAND MOTOR FREIGHT 

               

            
	
              Southern
                U.S. 

            	 	
              OLD
                DOMINION FREIGHT LINES 

            
	
              (AL,
                FL, GA, MS, NC, SC, TN) 

            	 	 
	
              Kentucky
                

            	 	
              ROADWAY
                EXPRESS OR YELLOW 

            
	 	 	
              FREIGHT
                

            
	
              North
                Central U.S. 

            	 	
              ROADWAY
                EXPRESS OR YELLOW 

            
	
              (IA,
                ID, MT, ND, SD, WY) 

            	 	
              FREIGHT
                

            
	
              Central
                U.S. 

            	 	
              ROADWAY
                EXPRESS OR YELLOW 

            
	
              (AR,
                IL, IN, KS, LA, MI, MN, MO, 

            	 	
              FREIGHT
                

            
	
              NE,
                OH, OK, TX, VA, WI, WV) 

            	 	 
	
              Western
                U.S. 

            	 	
              ROADWAY
                EXPRESS OR YELLOW 

            
	
              (CO,
                NM, OR, UT, WA) 

            	 	
              FREIGHT
                

            
	
              Arizona,
                California, Nevada 

            	 	
              DAYLIGHT
                TRANSPORT 

            
	
              Alaska,
                Canada, Hawaii, Mexico, 

            	 	
              CONTACT
                TRAFFIC OFFICE 

            


    

    **
      Except for Commercial Zone 

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

    

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    
      	
              ·

            	
              Vendors
                shipping GOH from Southern, North Central, Central & Western US as
                well as KY, AZ, CA & NV must call the Traffic Office (Tel#
                860-741-0771 ext. 2761) for approved carriers.


            


    

    
      	
              ·

            	
              GOH
                merchandise must be sorted by Purchase Order /style/color/size.
                

            


    

     

    
      	 	
              7)

            	
              Common
                Carrier Transit Time Standards (Business Days) 

            


    

    Note:
      Required
      Distribution Center arrival in compliance with Purchase Order
“ship-on/Not-before” and ‘Completion’ date (See Common Carrier Transit Times
      Standards) 

     

    TO
      ENFIELD OR EAST WINDSOR CT 

     

    
      	
              CARRIER

            	 	
              STANDARD

            	 	
              WEB
                SITE

            
	 	 	 	 	 
	
              NEW
                ENGLAND MOTOR FREIGHT

            	 	
              2
                DAYS

            	 	
              www.nemf.com

            
	 	 	 	 	 
	
              DAYLIGHT

            	 	
              5
                DAYS

            	 	
              www.dylt.com

            
	 	 	 	 	 
	
              OLD
                DOMINION FREIGHT LINES

            	 	
              4
                DAYS

            	 	
              www.odfl.com

            
	 	 	 	 	 
	
              ROADWAY
                EXPRESS

            	 	 	 	
              www.roadway.com

            
	
                            
                &

            	 	 	 	 
	
              YELLOW
                FREIGHT

            	 	 	 	
              www.myyellow.com

            
	 	 	 	 	 
	
              From
                Pacific Northwest points

            	 	
              6
                DAYS

            	 	 
	
              From
                West Coast points

            	 	
              6
                DAYS

            	 	 
	
              From
                Southwest points

            	 	
              6
                DAYS

            	 	 
	
              From
                Midwest points

            	 	
              5
                DAYS

            	 	 
	
              From
                Mid-South points

            	 	
              5
                DAYS

            	 	 


    

     

    
      	 	
              8)

            	
              Full
                Trailer Load
                

            


    

    


    FOB –
      RBA. DOCK, COLLECT
      

    


    
      	
              a.

            	
              Vendors
                that anticipate full trailer loads may contact the Traffic Office
                in
                Enfield, CT at (860) 7410771 ext. 2761 to arrange for merchandise
                pick-up.
                

            


    

    
      	
              b.

            	
              This
                requires Traffic Office authorization with a minimum of 24 hours
                prior
                notice for pick-up arrangements. 

            


    

    
      	
              c.

            	
              RBA
                requires the completion of a load diagram detailing the Purchase
                Order
                /Style/Color location within the loaded trailer (see attached example
                of
                “RBA TRAILER MAP” Diagram on page 29)


            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    RBA
      TRAILER MAP

     

    
      
        		
                FROM:   
                   _____________________

              
	
                           _____________________ 
                  

              
	
                          
                  _____________________

              
	
                             
                  _____________________

              
	
                 

              
	
                TO:      
                  _____________________

              
	
                          
                  _____________________

              
	
                          
                  _____________________

              
	
                 

              
	
                 

              
	
                TRAILER
                  #:
                  ______________

              


      

    

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    

      
        	
                

              	
                   
                  PO#

              	
                STYLE

              	
                COLOR

              	
                # OF CARTONS

              
	
                 

                ___________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

              	
                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

              	
                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

              	
                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

                 

                ____________

              
	
                TRAILER
                  “MAPS” MUST BE RECEIVED IN THE RBA TRAFFIC OFFICE ON ALL FULL TRAILER
                  LOADS PRIOR TO
                  DELIVERY.

              


      

    

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

    


    
      	 	
              9)

            	
               Use
                of Air Freight

            


    

    


    
      	
              AIR
                FREIGHT 

            	 	
              FOB –
                RBA DOCK

            	 	
              VENDOR
                PAYS FULL FREIGHT 

            


    

     

    
      	
              ·

            	
              Requires
                Vendor Relations Office advance shipment notice and
                authorization.

            


    

    
      	
              ·

            	
              Requires
                vendor pays full freight and be responsible for freight in transit.
                

            


    

    


    
      	 	
              10)

            	
               Use
                of Small Package Delivery
                Services

            


    

     

    
      	
              SUCH
                AS –UPS, FED EX 

            	 	
              FOB
                RBA DOCK

            	 	
              VENDOR
                PAYS FULL FREIGHT 

            
	
              GROUND,
                ETC.
                

            	 	 	 	 


    

    


    ·  Requires
      shipment be made only from non-consolidation points. 

    ·  Requires
      shipment be made only to the RBA distribution center in Enfield, CT.


    ·  Requires
      a maximum of 2 cartons per shipment, each carton to weigh no more than 40lbs.
      

    ·  Requires
      delivery be made within 3 days of shipment from vendor. 

    


    
      	 	
              11)

            	
               Shipments
                Direct To DC By Vendor’s Own Truck 

            


    

    


    
      	
              VENDOR’S
                DELIVERY

            	 	
              FOB –
                RBA DOCK 

            


    

     

    ·  Requires
      vendor to pay freight and be responsible for freight in transit. 

    ·  Requires
      prior approval from Vendor Relations for each shipment. 

    ·  Requires
      RBA dock appointment within 24 hours prior notice. Call Receiving at


    ·  (860)
      741-0771 ext. 2560. 

    


    
      	 	
              12)

            	
               Bill
                of Lading Requirements 

            


    

    
      	
              ·

            	
              Vendor
                must combine daily shipments with multiple invoices on one bill of
                lading.
                

            


    

    
      	
              ·

            	
              Shipments
                will be refused at all consolidator locations and RBA dock in cases
                where
                the bill of lading information does not match the advanced invoice/packing
                slip information. 

            


    

    
      	
              ·

            	
              In
                the event any purchase order on the bill of lading is refused, the
                entire
                bill of lading will be refused. 

            


    

    
      	
              ·

            	
              Bill
                of lading for each shipment must indicate:


            


    

    a.
      Purchase Order Number(s) 

    b.
      Number
      of Carton(s) per Purchase Order Number 

    c.
      Invoice/Packing Slip Number(s) 

    d.
      Style
      Number(s) 

    e.
      A
      complete and accurate description of merchandise. 

    f.
      Current National Motor Freight Classification Number 

    


    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

    

      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

    

    NON-COMPLIANCE
      PENALTY TABLE

    


    NOTE: Shipments
      not in compliance with RBA standards are subject to shipment
      refusal.

    Third
      Party Service Charges may be levied in addition to the compliance charges
      listed. 

    


    
      	
              SECTION IN VIOLATION

            	 	 	 	
              RESULTING
                CHARGEBACKS

            
	 	 	 	 	 
	
              GENERAL 

            	 	 	 	 
	
              ·  
                A

            	 	
              Page
                5

            	 	
              Retail
                Brand Alliance reserves the right to terminate its

            
	
              ·  
                B

            	 	
              Page
                6

            	 	
              relationship
                and/or contract with any manufacturer or

            
	
              ·  
                E

            	 	
              Page
                9

            	 	
              supplier
                who fails to comply with our General

            
	
              ·  
                F

            	 	
              Page
                10

            	 	
              Compliance
                section.

            
	
               

            	 	 	 	 
	
              ·  
                I

            	 	
              Page
                12

            	 	
              $25.00
                per Document

            


    

    


    SHIPMENT
      PREPARATION 

     

    
      
        	
                ·  
                  A

              	 	
                Page
                  14

              	 	
                $200.00
                  Handling Fee per Invoice/Packing slip

              
	
                ·  
                  B

              	 	
                Page
                  14

              	 	
                $200.00
                  Handling Fee per Invoice/Packing slip

              
	
                ·  
                  C

              	 	
                Page
                  15

              	 	
                $1.00
                  per Unit

              
	
                ·  
                  D

              	 	
                Page
                  15

              	 	
                $1.00
                  per Unit + Cost of Hangers

              
	
                ·  
                  E

              	 	
                Page
                  15

              	 	
                $1.00
                  per Unit

              
	
                ·  
                  F

              	 	
                Page
                  16

              	 	
                $200.00
                  Handling Fee per Invoice/Packing
                  slip

              


      

    

    


    PACKING
      INSTRUCTIONS 

    


    
      	
              ·  
                A

            	 	
              Page
                19

            	 	
              $1.00
                per Unit

            
	
              ·  
                B1&B2

            	 	
              Page
                19 

            	 	
              $1.00
                per Unit

            
	
              ·  
                B3-B10

            	 	
              Page
                19-21

            	 	
              $50.00per
                Carton and/or $1.00 per Unit

            
	
              ·  
                C
                1

            	 	
              Page
                22

            	 	
              40%
                Cost Reduction per Unit 

            
	
              ·  
                C
                2

            	 	
              Page
                22

            	 	
              Cost
                per Unit x Number of Pieces 

            
	
              ·  
                C
                3&C 5 

            	 	
              Page
                22

            	 	
              $500.00
                Handling Fee 

            
	
              ·  
                C4

            	 	
              Page
                22

            	 	
              $500.00
                HF or Return at Vendor’s Expense + $500.00 HF


            


    

    
      	
              ·  
                C
                6

            	 	
              Page
                22

            	 	
              Cost
                per Unit + 5% Handling Fee 

            
	
              ·  
                C
                7

            	 	
              Page
                23

            	 	
              $
                50.00 per Carton 

            
	
              ·  
                C
                8

            	 	
              Page
                23

            	 	
              Cost
                of Unit, All Freight charges + $150.00 HF 

            
	
              ·  
                C
                9

            	 	
              Page
                23

            	 	
              $
                50.00 per Carton

            


    

    


    
      	
              CARTON
                LABELING 

            


    

    


    
      	
              ·  
                A1&A2

            	 	
              Page
                24

            	 	
              $
                50.00 per Carton 

            


    

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    ROUTING
      INSTRUCTIONS 

    


    
      	
              ·
                A1&A2

            	 	
              Page
                26

            	 	
              2%
                of Invoice per Day 

            
	
              ·
                A3

            	 	
              Page
                26

            	 	
              10%
                per Additional Invoice 

            
	
              ·
                A4

            	 	
              Page
                26

            	 	
              $200.00
                per PO 

            
	
              ·
                A5

            	 	
              Page
                27

            	 	
              $200.00
                per PO 

            
	
              ·
                A6

            	 	
              Page
                27

            	 	
              $200.00
                per PO 

            
	
              ·
                A9

            	 	
              Page
                30

            	 	
              $500.00
                Handling Fee

            
	
              ·
                A10

            	 	
              Page
                30

            	 	
              $500.00
                Handling Fee 

            


    

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
        10.132: Certain confidential information in this Exhibit 10.132 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums,
        Inc.

    

     

    EXHIBIT
      H

    


    QUARTERLY
      AND ANNUAL OPERATING REPORTS REQUIRED BY LICENSOR

    


    QUARTERLY
      OPERATING REPORT – due within [---------] 113
      from the
      close of every quarter

    


    
      	 	
              ·

            	
              Wholesale
                Sales of Licensee– All Gross Sales and Net Sales listed by Country and all
                Net Sales listed by Major Retail Account (defined as any retailer
                with
                estimated retail sales of the Licensed Products of at least [---------] 114
                per year)

            


    

    
      	 	
              ·

            	
              Ex
                Factory Sales of Licensee – All Gross Sales and Net Sales listed by
                Distributor

            


    

    
      	 	
              ·

            	
              Discontinued
                Sales of Licensee – All Gross Sales and Net Sales listed by
                Retailer

            


    

    


    ANNUAL
      OPERATING REPORT – due within [---------] 115
      from the
      close of every Year of the Term

    


    
      	 	
              ·

            	
              Wholesale
                Sales of Licensee - All Gross Sales and Net Sales listed by Country
                and
                all Net Sales listed by Major Retail Account (defined as any retailer
                with
                estimated retail sales of the Licensed Products of at least [---------] 116
                per year)

            


    

    
      	 	
              ·

            	
              Ex
                Factory sales of Licensee – All Gross Sales and Net Sales listed by
                Distributor, and Licensee to use commercially reasonable efforts
                to
                provide All Distributors’ Gross Sales and Net Sales by Country and Major
                Retail Account (defined as any retailer with estimated retail sales
                of the
                Licensed Products of at least [---------] 117
                per year)

            


    

    
      	 	
              ·

            	
              Discontinued
                Sales of Licensee– All Gross Sales and Net Sales listed by
                Retailer

            


    

    
      	 	
              ·

            	
              Image
                Plan and Marketing Fund – All marketing, advertising, and promotional
                expenditures and activities for the prior
                year

            


    

     

    
      
        
113
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.132.113.


    

    114 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.114.


    115 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.115.


    116 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.132.116.


    117
      Confidential information omitted and filed separately with the SEC with a
      request for confidential treatment by Inter Parfums, Inc. No.
      10.132.117.

    


    
      
        
        

      

      
        86