Exhibit
        4.28

      


      This
        document constitutes part of a prospectus covering securities that have been
        registered under the Securities Act of 1933.

      


      Nonqualified
        Stock Option Contract

      


      THIS
        NONQUALIFIED STOCK OPTION CONTRACT
        is
        entered into effective as of the 14th
        day of
        February, 2008, by and between INTER
        PARFUMS, INC.,
        a
        Delaware corporation (the “Company”) and _________ (“Option
        Holder”).

      


      W
        I T N E S S E T H:

      


      1. The
        Company, in accordance with the resolutions adopted by the Company’s Executive
        Compensation and Stock Option Committee (the “Committee”) effective on the
        15th
        day of
        December 2006, and the terms and subject to the conditions of the Company’s 2004
        Stock Option Plan (the “2004 Plan”), hereby grants to the Option Holder as of
        the date set forth above, a nonqualified stock option to purchase an aggregate
        of ______ shares
        (the “Shares”) of the common stock, $.001 par value per share, of the Company
        (the “Common Stock”), at the exercise price of $16.945 per share. 

      


      2. Subject
        to earlier termination as provided in the 2004 Plan, the term of this option
        shall be six (6) years from the date hereof; provided
        that,
        such
        option shall vest and become exercisable to purchase shares of Common Stock
        as
        follows: 20% one year after the date of grant, and then 20% on each of the
        second, third, fourth and fifth consecutive years from the date of grant
        on a
        cumulative basis, so that each option shall become fully vested and exercisable
        on the fifth year from the date of grant.

      


      3. (a) Subject
        to the provisions contained in Section 2 hereof, this option may be exercised
        from time to time in whole or in part prior to the end of the term of the
        option
        (but not with respect to less than 100 Shares (unless less than 100 Shares
        remain to be purchased, then such amount remaining), or fractional Shares),
        by
        giving written notice to the Company at its principal office, presently 551
        Fifth Avenue, New York, New York 10176, stating that the Option Holder is
        exercising this option, specifying the number of Shares purchased and
        accompanied by payment in full of the aggregate purchase price therefor (i)
        in
        cash or certified check or (ii) with previously acquired shares of Common
        Stock
        or a combination of the foregoing if permitted in the sole discretion of
        the
        Company’s Executive Compensation and Stock Option Committee (the “Committee”).


      


      (b) In
        addition, upon the exercise of this option, the Company may withhold cash
        and/or
        Shares to be issued with respect thereto, having an aggregate fair market
        value
        equal to the amount which it determines is necessary to satisfy its obligation
        to withhold federal, state and local income taxes or other taxes incurred
        by
        reason of such exercise. Alternatively, the Company may require the holder
        to
        pay to the Company such amount, in cash, promptly upon demand. The Company
        shall
        not be required to issue any Shares pursuant to this option until all required
        payments have been made.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4. This
        option is not transferable otherwise than by will or the laws of descent
        and
        distribution and may be exercised, during the lifetime of the Option Holder,
        only by the Option Holder or his legal representatives.

      


      5. Nothing
        in the 2004 Plan or herein shall confer upon the Option Holder any right
        to
        continue in the employ of, or be associated with, the Company, its Parent
        or any
        of its Subsidiaries, or interfere in any way with the right to employment
        or
        association of the Option Holder with the Company, its Parent or any of its
        Subsidiaries.

      


      6. The
        Option Holder understands that the Shares have been registered for issuance
        to
        the Option Holder in Registration Statement No. 333-136988 under the Securities
        Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder
        is to be made under Rule 144 under the Act in accordance with the procedure
        for
        resale of “affiliate shares” in the absence of a subsequent effective
        registration statement for the resale of the Shares. Notwithstanding
        registration under the Act, the Option Holder understands that in accordance
        with the provisions of the Company’s Code of Business Conduct, (i) the Option
        Holder must obtain permission from the Company’s Chief Financial Officer prior
        to any sale of the Shares; and (ii) the
        use
        of material non-public information in connection with the sale of the Company’s
        shares (“Insider Trading”) or the communication of such information to others
        who use it in trading the Company’s shares (“Tipping”) is strictly
        prohibited.

      


      7. (a) The
        Option Holder understands that the Company maintains its internet website
        at
www.interparfumsinc.com
        which is
        linked to the SEC Edgar database. The Option Holder can obtain through the
        Company’s website, free of charge, its annual reports on Form 10-K, quarterly
        reports on Form 10-Q, current reports on Form 8-K, and amendments to those
        reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
        as
        soon as reasonably practicable after the Company has electronically filed
        with
        or furnished them to the SEC. 

      


      (b) In
        addition, the Company will cause to be delivered to the Option Holder, upon
        request to the Company directed to either the Chief Financial Officer or
        the
        Controller, without charge to the Option Holder, a copy of the documents
        incorporated by reference into the Registration Statement, other than exhibits
        (unless such exhibits are specifically incorporated by reference into the
        Registration Statement). 

      


      8. Notwithstanding
        anything to the contrary, if at any time the Chief Executive Officer, Board
        of
        Directors of the Company or the Committee shall determine it its discretion
        that
        the listing or qualification of the Shares on any securities exchange, with
        national securities association or under any applicable law, or the consent
        or
        approval of any governmental regulatory body, is necessary or desirable as
        a
        condition of, or in connection with, the granting of an option, or the issue
        of
        Shares thereunder, or the sale of the Shares, then this option may not be
        exercised in whole or in part unless such listing, qualification, consent
        or
        approval shall have been effected or obtained free of any conditions not
        acceptable to the Chief Executive Officer, Board of Directors or the
        Committee.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      9. (a) The
        Company and the Option Holder further agree that they will both be subject
        to
        and bound by all of the terms and conditions of the 2004 Plan, which is
        incorporated by reference herein and made a part hereof as if fully set forth
        herein. 

      


      (b) In
        the
        event the Option Holder's employment by, or association with, the Company,
        its
        Parent or any of its Subsidiaries terminates, or in the event of the death
        or
        disability of the Option Holder, the rights hereunder shall be governed by,
        and
        made subject to, the provisions of the 2004 Plan. 

      


      (c) In
        the
        event of a conflict between the terms of this Contract and the terms of the
        2004
        Plan, then in such event, the terms of 2004 Plan shall govern. 

      


      (d) Except
        as
        otherwise provided herein, all capitalized terms used herein shall have the
        same
        meaning ascribed to them in the 2004 Plan.

      


      (e) The
        Option Holder agrees that the Company may amend the 2004 Plan and the options
        granted to the Option Holder under the 2004 Plan, subject to the limitations
        contained in the 2004 Plan.

      


      10. This
        Contract shall be binding upon and inure to the benefit of any successor
        or
        assign of the Company and to any executor, administrator or legal representative
        entitled by law to the Option Holder's right hereunder.

      


      11. This
        Contract shall be governed by and construed in accordance with the laws of
        the
        State of New York, without regard to the principles of conflicts of
        laws.

      


      IN
        WITNESS WHEREOF,
        the
        parties hereto have entered into this Contract effective as of the date first
        above written.
 

      
        
          	
                  INTER
                    PARFUMS, INC.

                	 
	 	 
	
                  By:

                	 	 
	
                  [Name
                    and Title]

                	
                   

                


        

        
          	 	 
	 	 

 

      

      
        
          
          

        

        
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      Schedule
        of Executive Officers and Number of Shares Underlying
        Option

      


      
        	
                Executive
                  Officer

              	
                Number
                  of Shares

              
	 	 
	
                Jean
                  Madar 

              	
                9,250

              
	
                Philippe
                  Benacin

              	
                9,250

              


      

      


      
        
          
          

        

        
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