Exhibit 10.106.1

COMMERCIAL LEASE

 

 

Subject to the Articles L 145.1 through L 145.60 of the New
Commercial law

and to the decree of September 30, 1953

 

 

 

BY AND BETWEEN THE UNDERSIGNED

 

- Real Estate Company at 4/6 Rond-Point des Champs Elysees,

represented by: DAUCHEZ, Property Managers, Inc. with registered
headquarters at 132 boulevard Haussmann 75008 PARIS.

 

Bearer of Professional ID Card
No. G 989, bonded by SOCAMAB, 18 rue Beaurepaire PARIS 10th, the aforementioned
company is represented by Madame Mabe LE CHATELIER.

 


  
    
      
        
          
            
              
                
                  
                    hereinafter
                    "the Lessor",

                    party of the first part,

                  

                

              

            

          

        

      

    

  



 

AND

 

- INTER PARFUMS SA Company
with capital of 12,816,594.00 Euros, enrolled in the Business Registry for PARIS
Companies under No. B 350 219 382 of which the registered office is located at
4/6 Rond Point des Champs Elysees 75008 Paris,

 

and represented by Monsieur
Philippe SANTI, duly authorized for the purposes herein in his capacity as
Administrative and Financial Director

 


  
    
      
        
          
            
              
                
                  
                    hereinafter "the Lessee",

                    party of the second part,

                  

                

              

            

          

        

      

    

  



 

 

 

 

WHICH HEREBY AGREE TO THE FOLLOWING

 

Beginning on April 1, 2004, the Lessor, gives to rent to the Lessee,
who accepts, the locations indicated hereafter belonging to a building located
at   4-6 Rond Point des Champs Elysees - PARIS 8th .

 

 

DESIGNATION

 

Within a building located at 4-6 Rond Point des Champs Elysees -75008 PARIS


 

-         A COMMERCIAL locale with

 


On the ground floor, a boutique (shop) is located with a surface area of
approximately 20 m2 with direct entrance from Rond-Point des Champs Elysees, and
a private staircase, a mezzanine on the right, which has a surface area of
approximately 14 m2, and direct access to the first floor;

On the first floor of the building, there is a large
show room which opens onto Rond-Point des Champs Elysees, where offices and
sanitary facilities are located,two entry ways are provided two double doors which give access to the
principal staircase and two other secondary doors that access the back service
stairways of the building; all having a surface area of 537 square meters approximately, as the
aforementioned locales are shown in the annexed plans.



Therefore
as far as the extra space which these places offer, it shall be understood, the
aforementioned property is leased as seen / "as is", with no exceptions nor
reserve and without it being necessary to make of it here a fuller designation,
the Lessee does hereby state that all this is well known to him and of which he
shall have a detailed accounting drawn up, including all costs which shall be at
the expense of the lessee, within one month following the completion of any
remodeling work on the buildings.


It
is hereby specified that any error in designation above shall justify neither
reduction nor increase in the rent, the parties shall accept the Property as is
and in its present condition. 


 

DURATION OF LEASE

 

This lease, which shall commence on April 1, 2004, is authorized for the
duration of three, six or nine years, and shall expire on March 31, 2007, March
31, 2010, or March 31, 2013, which date shall be the sole choice and
responsibility to be undertaken by the Lessee and if the Lessee wishes to change
the expiration from the first or the second three year period, he must give six
months notice.

Any leave must be accomplished though an extrajudicial act.

 PRICE

 


The present lease is authorized and
accepted in return for an annual cash rent payment of THREE HUNDRED AND
FIFTEEN THOUSAND EUROS (315,000.00 Euros),


 


 


as well as the applicable VAT, that
the Lessee commits to pay to the Lessor or his agent, in the residence of the
latter, quarterly, in other words, four ordinary times a year, the first day of
each quarter, every three months, until the expiration of tenancy, in advance.


 


The aforementioned rent will be
automatically indexed on the first of April every year in accordance with
the fluctuation in index of costs to construct a building as is published by the
National Institute of the Statistics and the Economic Surveys (l'Institut
National des Statistiques et des Etudes Economiques - INSEE) for the 3rd
quarter of each year.


 


The first index
shall intervene for the first time on
April 1, 2005 on the basis of
the fluctuation between the index of the 3rd quarter 2003 which is 1203, and
that which will be published for the 3rd quarter of 2004, and in the future on
the basis of index of the 3rd quarter of each year.

 


In addition to the rental amount set
above, the Lessee shall pay to the Lessor, at the same time as each rent is
paid, the amount due for the various services and supplies to which the owners
have the right to recover from their tenants, that is to say, his share of:

	municipal costs
(sweeping, household garbage collection), maintenance costs, security salaries,
ushers, door men, building employees ..., and additional charges;
	cold water charges;
	administrative
expenditures;
	expenditures related to
the elevator which serves the different floors;
	annual taxes on offices
and trade in Ile de France as concerns rented locales, in the event that it is
due, on the first of January each year. It is expressly agreed that
this tax on offices shall be due from the Lessee beginning in 2004.
	Property and household
garbage collection tax. It is expressly agreed that these
taxes shall be due from the Lessee beginning in 2004 (prorata temporis). 
	the tax on the removal
of the industrial and commercial waste, in the event it is due.



 


The payment of
these charges shall be paid on a quarterly
basis in the amount of NINE
HUNDRED AND SIXTY FIFTEEN EUROS (975.00 Euros), the
final amount being established at the end of the fiscal year.


 


However, the annual tax on offices
and trade on Ile de France, property tax, tax on household garbage collection
and possibly the tax for the removal of the industrial and commercial waste, are
not included in the provisions covering ordinary charges and are required once a
year.


 


The method of cost-sharing may be
modified contractually, judicially, or legally.

 


Any delay in payment of the amounts
due, as well the rent payment itself and the additional charges will cause a
late fee reminder to be issued.  The Lessee shall be wholly responsible for
payment of these charges, to wit: for the first reminder: 10 Euros, for the second
reminder: 20 Euros, in accordance with the
tariffs currently in force on the day of the signature of these presents.


 


The amount of 2.00 Euros shall be
charged each month as a payment notice fee, in accordance with the tariffs
currently in force on the day of the signature of these presents. 


 


 


 

DEPOSIT


 


 


Moreover, upon signing the present
contract, the Lessee shall provide as deposit, the amount of SEVENTY-EIGHT
THOUSAND SEVEN HUNDRED AND FIFTY EUROS (78,750.00 Euros) which is equivalent
to three months of rent, excluding tax. 


 


With each indexing or revision of
rent, this deposit will be readjusted so that it always is equivalent to three
months of rent, excluding tax.


 


The aforementioned amount shall be
reimbursed to the Lessee after relocation and handing-over of the keys, after
deductions are made for rent and tenant's repairs or all other amounts that may
be due for payment by the Lessee to the Lessor, or any other amounts for which
the Lessee may be responsible. Interest of benefit to the
Lessee, shall not be earned upon this amount in any case whatsoever.


 


 


 


 

DEDUCTIONS FROM
RENT


 

The Lessor allows that the Lessee may deduct from the rent the amount
(excluding VAT) of SEVENTY-EIGHT THOUSAND SEVEN HUNDRED AND FIFTY EUROS
(78,750.00 Euros), which is equivalent to 3 months rent, so that it may be possible
for the Lessee to remodel the offices from their present state, (as indicated in
the inventory), at the time the Lessee takes possession of the property.
 

The Lessee expressly commits to provide the Lessor, at the time of signature
of the lease, with a detailed and itemized description of the work to be carried
out and for which the deduction shall be made. This description shall be annexed
to the present lease.

 Moreover, the Lessee expressly commits to provide the
Lessor with certified copies of the invoices for the work carried out, after the
construction has concluded.

 Moreover, the Lessee expressly commits to execute the
work that is the object of this deduction, in compliance with applicable
regulations (and in particular shall provide owner construction insurance, plus
a coordinator to insure safety and protection of health) at his own expense and
under direction of the Lessor's architect, whose fees shall be the
responsibility of the Lessee.  

 Lastly, the Lessee does hereby commit, as of the
effective date of the lease, to release the Lessor from any responsibility
related to the construction for which this deduction shall be taken.

 


 

RESOLUTORY CLAUSE

 

It is expressly agreed that:

 1)    If any payment is in default within a single
rent term, charges, taxes and services, in its agreed upon payment amount, such
as in a case of infringement or non-fulfillment of one of the General or Special
Conditions outlined in the lease agreement, one month after notice is served and
if the appropriate response does not take place, despite all later offers to pay
or execute, the present lease shall be automatically cancelled, in whatever way
appears satisfactory to the Lessor, with no need for any legal formality other
than a simple ordinance of summary procedure issued by the President of the
Supreme Court pronouncing expulsion, the aforementioned ordinance shall fulfill
the purpose of assuring its enforcement, not to issue the cancellation which
takes place automatically if the Lessor deems it necessary.

2)    In the event that a cancellation takes place as
outlined in the first paragraph of this Resolutory Clause, the amount paid to
the Lessor as a deposit shall be appropriated by him to serve as compensation,
without prejudice to all expenses and damages incurred.

 3)    In the event of non-payment of any amount due
at its term or of failure to comply with any of the General or Special
Conditions provided for in the lease and with the first service by a bailiff, in
addition, the Lessee will automatically be required to pay all other charges of
recovery including the entire amount owed to the bailiff, a penalty equal to 10%
(ten percent) of the amount of the sum owed to cover all damages to the Lessor
caused by the delay in payment and the expenses, due diligence and fees incurred
in the recovery efforts for this amount.  This penalty is
added to the legally incurred interest due once the order is issued.

 GENERAL CONDITIONS

This lease is authorized and
accepted under the ordinary burden of law, according to the use of the locales,
and moreover, in the following conditions the Lessee commits to carry out or
support under penalty of cancellation, with no right to claim any compensation
or reduction in rent, neither any recourse against the Lessor nor against his
insurer.

 1.    Taking possession: The
Lessee shall take possession of the locales rented in the state they are
currently in, and shall not require that the Lessor make any changes to its
state nor any repairs whatsoever, the structural work of the walls and floors
shall be the only obligation borne by the Lessor.  

 2.    Doors - Coverage: Since
no request may be made for other doors or locks than those currently existing,
the Lessee shall waive all recourse against the Lessor and against his insurer,
in the event of robbery or burglary in the leased locales.

        Effect the final removal of blinds or
shutters, at the option of the Lessor, without compensation.


        Objects, machines, etc., that are susceptible to
water damage, must not be placed under the frames, window panes, windows or
ceilings made of glazed reinforced concrete, if in existence, the Lessor denies
any responsibility in the event that damage occurs resulting from a force of
nature in this way, since sealing is not guaranteed to be waterproof.


3.    Inventory and maintenance: Maintain the locales
rented, during the entire lease period, in good condition through repairs made
by the tenant, and to perform, consequently, and to carry out at his own
expenses, all electrical repairs, repairs of locks, iron work, chimneys,
pluming, central heating, carpentry, painting, windows and shutters, etc., in
other words, all work necessary to keep the locales functional, as well as
making all replacements, be they total or partial. 

Only the
structural work of walls and floors (in the sense set forth by article 606 of
the Civil Code) shall be the responsibility of the Lessor. 


        Return the locales rented at the end of the lease,
in the same state, (as shown by the inventory drawn up at the time possession
was taken of the locales) as at the beginning of the lease.


        At the expiration of the lease, another inventory
shall be drawn up indicating the tenant's repairs, which may be owed by the
Lessee.  The aforementioned Lessee shall settle the
amount.


 4.    Work Done by the Lessee - Embellishments -
Improvements  Without the express and written consent of
the Lessor, the Lessee shall not make any changes to the layout of the rented
locales, in particular concerning the apportionment of the different areas of
the rented locales.


        The Lessee shall not make any change,
installation, demolition, holes in walls, partitions, floors, nor sealing
without the express and written consent of the Lessor.


       No work shall be performed, unless authorized by
the Lessor, after which approval and under the direction of the Lessor's
architect; the Lessee shall pay the fees.


        Leave to the end of the lease, if the Lessor is in
agreement, without compensation, all changes and work thus accomplished.

        All decorations, embellishments, cabinets mounted
on walls, gas, water, electrical connections, that the Lessee might install and,
in general, all fixed installations and embellishments, shall also be left in
place, unless the Lessor prefers that the locales not be remodeled, (which shall
be made at the expense of the Lessee and without compensation), but in their
original state.


        The floors should not be overloaded in the rented
locales, without completing reinforcement by means of measures recommended by
the Lessor's architect, under whose orders this work must be carried out, at the
expense of the Lessee.


        The cost of a possible modification to the rented
locales must be covered as required by the administration, even if this
requirement were unforeseeable and essential, as a consequence of an event of
force majeure.


 5.    Work in the Building - Visiting the Locales -
Pipelines: Put up with, without compensation, nor reduction in rent, any work
which the Lessor may consider necessary to perform in the rented locales, or in
the building where they are located, the duration of which would exceed forty
days


        The Lessor reserves the right, without prejudice
to the requirement in Article 1723 of the Civil Code, to make any modifications
which he deems appropriate, to the exterior appearance as well as to the inside
of the building where the locales are to be found, excluding the other locales
that are at present rented.  


Permit
access to the rented locales, if need be, in order to perform cleaning of the
doorways, court yards, inspections of the elevator counterweights or other work
necessary to maintain good functionality in the building itself and in the
operation of all machinery.


Put up
with, without receiving any compensation, or reduction in rent, all work which
the Lessor considers necessary or that is forced to perform, such as any nearby
construction or demolition, all blocked access, court yards or days of
inconvenience.


Allow that
all necessary pipelines cross through their cellars.


File
without delay, together with the cost, all formwork, decoration, installations
or removal of same, to be performed that may prove useful for research and
repair in the event of leakages of any kind, or of cracks in smoke or
ventilation channels, especially after a fire or smoke damage from a fire, and
in general for the performance of the task.

If work
proves to be necessary on all the piping, the Lessor reserves the right to
replace buried pipes with visible pipes.


In the
event of work, construction, sale of the building in part or in full, the Lessor
may modify the layout of the cellars and proceed to exchange buildings.


Permit the
Lessor, his architect and their representatives to enter the rented places
whenever they consider it useful; the latter shall make sure to notify the
Lessee 24 hours in advance (except in the case of emergencies).


6.      Expropriation: No compensation nor reduction in
rent may be required by the Lessee of the Lessor if, throughout the duration of
this lease, the building in which the
currently rented locales are found, come to be demolished in part or in full
as a result of cutbacks, recession,
or expropriation for use by the public sector, with the exception of course, of
the tenant's recourse against the parties to the expropriation.

7.      Furnishings: Make sure the locales rented are
continually decorated with furniture, goods, and furnishings in sufficient
quantity and worth to answer for the payment of the rent and for payment of fees
and other conditions of the lease.

        The Lessee shall make sure that the rented
locales maintain constant commercial activity, and shall not cease, under any
pretext (except for being closed for normal activities such as paid leave), even
temporarily, to use the locales for the purpose indicated below.

        Any relocation before the scheduled time is
prohibited the Lessee, who, in all the cases, shall only be permitted to vacate
the locales rented after all obligations set forth in the present Contract have
been fulfilled.

8.    Insurances: Loss of the leased property,
recourse and insurance

8 -1 - Goods that are property of the Lessee

The Lessee shall insure and maintain insured for
entire duration of the lease against fire hazards, explosion, water damage,
destruction, all furniture, furnishings, materials and in a general way, all of
its property inside the locales, including improvements, relinquishing any
recourse against the Lessor for the possibility that the furniture, furnishings,
materials, improvements or other items might become damaged partially or
completely.

The Lessee commits to require that his insurer make
the same waiver of recourse against the Lessor.

8 - 2 - Vis-a-Vis Third Parties

The Lessee shall also ensure that third parties have
no recourse, also relinquishing any recourse against the Lessor in the event
that goods belonging to a third party are partially or completely damaged or if they must
temporarily or completely cease activity.

The Lessee commits to require that his insurer make
this same waiver of recourse against the Lessor. 

8 - 3 - Goods that are Property of the Lessor

The Lessor shall insure the building and all the
elements of equipment or other fixtures and fittings against the hazards of
fire, explosion, water damage, partial or total destruction due to any cause
that may be, for the amount necessary to rebuild anew.

The Lessor, in the event of a disaster, shall waive
all recourse against the Lessee, and commits to require that his insurer make
the same waiver of recourse against the Lessee.

The Lessee shall reimburse the Lessor for any
additional premium required, due to activities performed, and commits moreover
to notify the Lessor of all fixtures and fittings he has installed, apart from
pledging responsibility with respect to the Lessor and in the event of a
disaster, to make reparations for the damage undergone by the Lessor in the
event the guarantee is insufficient.

Since the premiums would be established as a
guarantee for the totality of the building, with the exception of the additional
premium required due to the activities performed, the total cost of which shall
be the responsibility of the lessee, the quota due from the Lessee shall be as
stated in Article 4.1.9, to wit

8 - 4 - Reciprocal Waivers

The parties commit to keep in mind the aforementioned
waivers, to notify each other, within two months beginning with the effective
date of these presents, of their insurance policies, established according to
their respective obligations, and which must have:

 -      on the part of the Lessee, stipulations that
he and his insurers shall waive, in the event of a disaster covered by the
guarantees set forth in Articles 8-1 and 8-2, all recourse against the Lessor
and his insurers,

 -      on the part of the Lessor, stipulations that
he and his insurers shall waive, by the guarantees set forth in Articles 8-3,
all recourse against the Lessee and his insurers,

These waivers of recourse shall be reciprocal, in
such a way that subject to the waiver of recourse on behalf of the Lessee and
his insurers, the Lessor and his insurers waive, in the event of a disaster, any
recourse that they may have against the Lessee and his insurers and who, subject
to the waiver of recourse on behalf of the Lessor and his insurers, the Lessee
and his insurers waive, in the case of disaster, any recourse that they might
have against the Lessor and his insurers.

9.      Contributions - Health: Fulfill all the
requirements of the city and police force to which tenants are usually held.

        Conform to all the regulations of the proper
authority regarding hygiene and public health.

        Pay all contributions and taxes precisely that
may correspond to him personally.  Demonstrate, before
relocation, to the Lessor or his agent that payment of taxes has been made, by
providing the Tax Collector receipt.

        Pay, throughout the duration of the lease, his
share of all levies and taxes, be they State, Department or City, in whatever
form they are created, whether perceived or not by the owner.

10.     Internal By-Laws: The Lessor shall not be held
responsible for any interruptions which could occur in water, gas, or electrical
services or of any other public utility, or of any restrictions which could,
possibly, be imposed by the authorities on the various services with which the
building is provided.

        Regularly maintain the interior water supply
and drainage pipelines, as well as all electrical and gas pipelines, the Lessor
must never have to be worried on this subject and the Lessee shall use these
pipelines only at his own risk and peril.

        The Lessee must, by taking possession of the
locales, arrange to have work performed that may possibly be necessary for the
proper electrical installation specifically for the rented locales, in
conformity with the regulations in force.

        Have the chimneys and flues cleaned in the
rented locales, by a qualified chimney-sweep, whenever the need arises.

        The Lessor does not guarantee their state and
the Lessee shall use them only with his own risk and peril. He shall never be
called upon to repair them.  No stove or radiator may be
connected there.

        Nothing must be thrown away, nor allowed to be
thrown away, in the building's entry vestibule, in the corridors, on the
staircases, and in a more general way, all common areas of the building that are
formally excluded from this lease.

        Flowers and other objects must not be placed
in the windows or on the street or in the courtyard.

        Conditions imposed by any organization formed
between the owners or occupants of the building must be abided by, with the
possible participation of the owners or occupants of the buildings close by. 

        Rigorously observe the rules of usage as
established in Paris regarding vicinity.  Avoid all
noises, odors or other causes of embarrassment for the other occupants of the
building or the close buildings.

        Take care that ventilation equipment such as
range hoods, extractors, conduits, etc. meets the standards necessary for the
activity authorized by this lease, and that this equipment is maintained in
perfect operating condition; so that the Lessor does in no case have to be
worried by embarrassments caused in the neighborhood, in the form of fumes,
odors, machinery vibration, or other noises.

        Take care that personnel does not park in the
areas common to the building, prohibit all manner of shouting or noises, in
particular at the moment when they enter and leave the building, so that the
peace of the building is not disturbed by their presence.

        No messy or noisy animals shall be allowed.

        Act as a substitute to the Lessor on all
complaints which may be raised by a neighbor, the Lessor must never have to be
worried on this subject.

        No public sale shall take place in the locales
rented at any time, even after failure of the business or bankruptcy.

        Once the Lessee has received or given notice
to vacate, during the last six months of the lease, the Lessor shall have the
right to make and put up a sign, at the site of his choice, indicating that the
locales are to be rented.  The Lessee shall be open for
business on all business days from 10 AM to noon and from 2:00 PM to 5:00 PM.  It will be also thus in the event of a sale of the rented locales.

 11.     Heating: There is a private heating system
installed in the rented locales.

        The Lessee must provide maintenance directly,
without the Lessor having to ever intervene in any manner whatsoever, for the
entire responsibility of the heating system, as well as for its total or partial
replacement, so as to leave, after vacating the premises, the aforementioned
system in good operating condition.

11.  (a): Air-conditioning:

 If a private air-conditioning system is installed in
the buildings, the Lessee must provide maintenance directly, without the Lessor
having to ever intervene in any manner whatsoever, for the entire responsibility
of the air-conditioning system within the locales, as well as for its total or
partial replacement, so as to leave, after vacating the premises, the
aforementioned system in good operating condition.

12.     Elevators: The elevator shall only be used at the
Lessee's own risk and peril, and shall be maintained by the company in charge of
maintenance in such a manner as to be in compliance with the regulations enacted
for this purpose.

        The weight limits of this device must be
strictly adhered to.

        Accept the possibility that other occupants of
the building may use the device.

        Its use is reserved for the tenants, the
transport of all materials or objects by the elevator is prohibited and it must
not be used by delivery men or couriers.

        The Lessor shall bear no responsibility for
accidents which may occur because of the elevator, no matter what the causes
are.

13.     Use and Purpose of Locales: The rented locales
shall only be used for the purpose of PURCHASING, SELLING, MANUFACTURING,
IMPORTING and EXPORTING PERFUMES, COSMETICS, FASHION ARTICLES, AND ACCESSORIES;

 Being understood that the business activity of the
company, INTER PARFUMS SA, shall never be limited to the exclusive trade of
"FASHION ARTICLES AND ACCESSORIES" outlined above under accessories.

        The locales that are subject to these presents
are leased exclusively for mercantile use. 

        The rented locales may not be used for any
other purpose, with the understanding that the Lessor reserves the right to rent
all other locales in the building for any mercantile or professional purposes
that are similar to those of the Lessee.

14.    Credit-Lease:     In the
event that the Lessee has recourse to a credit-lease on his business or one of
the components thereof, the Lessee shall be obligated to warn the Lessor by
registered letter with return receipt, by the month preceding the signing of
this credit-lease contract.  The Lessee shall also be
obligated to report the date of expiration of the credit-lease contract.

        In the event the business is transferred, the
Credit-Lessee shall be likewise obligated to the Credit-Lessor so that the
Lessor will never have to worry about the establishment with the Credit-Lessor
of the credit-lease contract.

        At the time of the business transfer, the
Credit-Lessor must inform the owner that all the legal formalities and
obligations set forth in the Credit-Lease contract have been fulfilled by the
Credit-Lessee assignee.

        In the event that a renewal of this lease is
requested by the Credit-Lessor wishing to install a new operator, the latter
will be required to carry on an activity identical to that of the former Credit-Lessor.  In this case, the Credit-Lessor must send to the Lessor, at the same time
as the request for renewal, all information concerning the new operator (K-(a),
statutes, banking references) and of his activity, which shall be subject to his
express and written approval.

 15.     Transfer - Contribution - Sub-Lease: It shall not
be permitted to yield the right to the present lease unless it is to the
purchaser of the business, provided that such assignment is made in its
entirety, and with the obligation to remain as a guarantor and jointly and
severally responsible towards the Lessor for all subsequent assignees, both in
respect of payments of rent and in regard to fulfilling the general conditions
of the present lease.

        The legal instrument containing the transfer must made in authenticated form;
the Lessor must and will be summoned and an overview of the aforesaid act must
be delivered him at no charge within the month of the signing; at said act of
the instrument of transfer, the assignees shall of course be responsible to pay
the rent to the Lessor together with the fulfillment of all responsibilities and
conditions of the present lease.

        No contribution or transfer may be made if the
Lessee has any unpaid rent or charges due.

        These stipulations will be applicable to all
successive transfers.

        The business may not be given to a management
agent, nor shall any person be substituted, nor shall the rented locales be lent
to any third parties, even temporarily.

        No sub-leasing or domiciling, in part or in
totality, shall be allowed, without obtaining prior written agreement from the
Lessor.

15. (a) However, the Lessee is authorized at the present time to domicile
within the rented locales of the companies of the INTER PARFUMS Group, with the
provisos of observing the following five infrangible conditions:


1)      That the activity carried on by these
companies be the same as that set forth in the 13th General Condition above and
that the Lessee sends to the Lessor a copy of the statutes and of the K-(a) of
these companies;

 2)      That they be companies of the INTER PARFUMS
Group, of which at least 30% of the capital stock is in holdings;

 3)      That the President, the Director General or
the manager of these companies be one of the administrators of the INTER PARFUMS
company, bearer of the present lease;

 4)      That the INTER PARFUMS company, upon vacating
the premises that are the subject of this lease, make sure that they are made
free of any occupation; the locals form an indivisible whole through the common
intention of its parts.

Under no circumstances, may these domiciliations transfer the commitment of
rights that exists between these companies and the Lessor, who shall have no
direct obligation in regards to them.

 5)      The company INTER PARFUMS will therefore
continue to be solely responsible with respect to the Lessor for any prejudicial
consequence. It shall guarantee strict fulfillment of the conditions above and
commits to pledge same in writing for any domiciled company, which it will have
the obligation to make known to the Lessor.



16.     Signs - Commercial Name Plaques: No plate, sign, shade/awning or any
attractive installation to the exterior or interior appearance of the building
may not be used without first being subject to the approval of the Lessor who
will necessarily request the authorizations as set forth in Building Regulations
or any other Regulation, schedule of conditions, or statutes to which it will be
subject, however with the stipulation that the Lessee shall personally arrange
for all administrative authorizations required and shall be responsible for
payment of the taxes which may be required.

 The aforementioned facade shall not be changed or
ordered to be changed, without having submitted the plans to the Lessor
beforehand, and without the Lessor's authorization for the projected changes,
which shall be carried out under the supervision of the Lessor's architect,
whose session fees shall be the responsibility of the Lessee.

17.     Collateral Security: The Lessee hereby commits,
if he consents to using his business as collateral security, to inform the Lessor, and make known to him all names and addresses of the secured creditors
within fifteen days of establishing the aforesaid collateral.

18.     Binding Clause: All the responsibilities, clauses
and conditions of this lease are obligatory.  Any
deviation of the Lessee without express and written authorization from the
Lessor will have effect only through tolerance, and could never be regarded as
having made novation, nor to be adherent to the present clauses and conditions,
to which the Lessor shall always have the right to require strict fulfillment.

19.     VAT - Registration - Expenses: Payment of the
lease fee, stamp charges, registration fees, charges related to the present
lease, revisions to the rent amount and possible renewals of this lease, plus
the applicable VAT.

        The Lessor has opted for the regime subject to
the value-added tax, within the framework set forth by decree No. 67-1126 of
December 22, 1967, supplementing the law of January 6, 1966.  The Lessee shall
be required to pay to the Lessor the VAT at the rate in force on the principal
amount of the rent.

20.     Selection of Domicile: For the execution of these
presents, the Lessee selects his domicile as the locales rented and the Lessor
the domicile of the Property Manager.  These domiciles
are attributive of jurisdiction and all announcements and notifications shall
validly be made there.

 

Created in three original copies

Executed in Paris on _____________

 

               
THE LESSEE (1)                                              
                    THE LESSOR (1)

 

(1) Please attach signature next to the handwritten reference, "read and
approved" and initial each page.

Attachments: Blue-prints of the locales

       Scale of the fees on the day of these presents.