Exhibit 10.105.1
Stamp duty paid upon receipt

                                                                                                                                            
of statement. Authorization No. 7, 

                                                                                                                                                       
Dated January 22, 1993


Loan Contract


Among the undersigned:


1 -              Name: INTER PARFUMS

                  Type: Corporation

                  Capital: 12,816,594 Euros

                  Corporate Headquarters: 4,
Rond Point des Champs Elysees - 75008 PARIS

                  SIREN: 350.219.382      RCS
PARIS


Represented by Mr. Philippe Benacin, date of
birth, 01/15/1959, who possesses all powers to the effect of these presents in
his role as President and General Director.


The aforementioned corporate body shall be
referred to hereinafter as "the Borrower".


2-               CREDIT LYONNAIS, with Corporate
Headquarters in LYON, 18 rue de la Republique, and with Central Headquarters in
PARIS, 19 boulevard des Italiens, SIREN 954 509 741, RCS LYON, is represented
by:


Eric Penet Audet (handwritten) 


Hereinafter "the Lender"


                The party of the second part,


It should be noted:


-                      That the Lender, on 10/16/2003, in
Paris, granted, in accordance with a private agreement, to the Borrower, a Line
of Credit (hereinafter the "Loan") for the amount of 15,000,000 Euros (fifteen
million Euros) at the 3 month Euribor interest rate plus a Fixed Margin of 0.45%
per annum, for the period of 5 years, to be repaid in full on 10/16/2008, being
specified that the Loan be used, at the date of signature of this Loan Contract,
for an amount up to 15,000,000 Euros.


-                      That the Borrower has asked the
Lender to grant a Loan for the amount of 16,000,000 Euros (sixteen million
Euros) for the purpose of fully and finally repaying up to the Loan amount of
15,000,000 Euros and to refinance with an amount equal to 1,000,000 Euros for
the acquisition by the Borrower to the operational rights to a perfume license
for the brand Lanvin.


-                      That the Lender has accepted to
grant the Loan for 16,000,000 Euros as requested by the Borrower, provided that
certain conditions are met, that the assignment of the amounts loaned be
respected. 


-                      It is hereby agreed that a line of
credit be opened under the following special and general conditions:


Special Conditions


Amount of the Loan:
16,000,000 Euros (sixteen million Euros)


Purpose: This Loan is to allow the Borrower to
repay the Loan aforementioned statement in this Contract for the amount of
15,000,000 Euros and to refinance the amount of 1,000,000 Euros for the
acquisition of operational rights to a perfume license for the brand Lanvin


   

Stamp duty paid upon receipt

                                                                                                                                            
of statement. Authorization No. 7, 

                                                                                                                                                       
Dated January 22, 1993


                                                                                                                                      


Methods for availability of Loan funds:


The obligation of the Lender to place the Loan
funds at the disposition of the Borrower is conditional upon prior fulfillment
of the following body of Conditions Precedent stipulated in favor of the Lender:


-                      A letter in which the Borrower, as
the party of the first part, does instruct the Lender to allocate the Loan in
the amount of 15,000,000 Euro to repay the aforementioned Loan as stated in this
Contract and also to irrevocably and definitively relinquish any right to new
utilization of the aforementioned Loan.


The Loan funds shall be made available through a
single transfer planned to take place by 07/12/2004 to account No. 608 H, agency
572.


Term of the Loan:


59 months and 19 days beginning on 07/12/2004.


Interest:


The Loan shall carry the three month EURIBOR
rate, with an increase of 0.60% per annum.


To clarify, the EURIBOR (Euro Interbank Offered
Rate) rate is an indicator established under the auspices of the Federation
Bancaire de l'Union Europeenne (Banking Federation of the European Union), based
on the average of the best Euro Market Interbank rates with terms of from one to
twelve months, for the reference banks operating on this market.


Interest shall be payable at the expiration of
term on the following dates:


-                      Frequency and amount of interest
payments: Quarterly, on the 30th of the month.


-                      Date of the first payment:
09/30/2004


-                      Afterwards, the 30th
day of the month of the three following months


Manner of Calculation:


To clarify:


-                      The expression, "Interest Period"
refers to the period between two interest payments, including the first date of
payment, excluding the next payment date. (If interest is payable at the
expiration of the term add; "the period before the first interest payment shall
also constitute an Interest Period").


-                      The expression "Working Day" shall
be understood herein as a day when the EURIBOR is quoted, and when Interbank
Compensation Systems in France are open for business.


The interest rate shall be set based on the
three month quote from the EURIBOR for each Interest Period before the last
Working Day proceeding the first day of the Interest Period.


Interest shall be calculated


-                      based on the exact number of days
making up each Interest Period reported on the basis of 360 days annually
(however, the first period shall fall between 07/12/04 and 09/30/04).


Repayment of Capital:


The Loan shall be repayable through regular
installment cash payments of 800,000 Euros (eight hundred thousand Euros),
rounding up the exchange rate, as reported on the last date of payment.


-                      Frequency and amount of cash
payments: Quarterly, on the 30th of the month.


-                      Number of cash payments: 20


-                      Date of the first payment:
30/09/2004

 

Stamp duty paid upon receipt

                                                                                                                                            
of statement. Authorization No. 7, 

                                                                                                                                                       
Dated January 22, 1993


-                      Date of the last payment:
30/06/2009


NB: An amortization table showing the dates and
amounts of the payments against capital and interest will be provided to the
Borrower. It should be noted that the interest rates in the amortization table
should be considered an indication (an assessment of the interest rate), and
that in certain calculation configurations within the amortization table, the
payment amount may need to be adjusted at the hundredth level.


Total Effective Rate of the Loan:


The total effective rate must rise to 2.76 %
annually (that is to say 0.69 % per quarter) on the basis of the three month's
EURIBOR rate as of 29/08/2004, which has been 2.121 % per year.


Special Dispositions:


-                      Filing fee:


The Borrower shall pay the Lender the amount of
2990.00 EUROS plus all taxes, on the date of signature of this contact.



Authorization of Withdrawal


The Borrower authorizes the withdrawal of any
payable amount from account No. 608 H, held at agency 572, which is due under
the conditions of this loan.


Special Clauses


Holdings Clause - ownership


The parties hereby acknowledge that the loan has
been finalized taking into consideration regulations, within the meaning of
article 1233.3 of the Commercial Code, indirectly, by Messrs BENACIN and MADAR
of the company Inter Parfums. In the event that this condition is not sustained,
the Lender shall have the power to demand, automatically and upon simple
notification, the immediate repayment of the loan. Moreover, the Borrower shall
commit to inform the Lender, at the latest fifteen days after its intervention,
of all modifications that take place in their shareholders or of any one of
their subsidiary companies.


Clauses of Financial Commitments


The Borrower shall commit to making sure that:


-                      the ratio of its adjusted debt and
its stockholders' equity remains constantly lower than or equal to 1.


-                       The Lender shall have the power
to verify this ratio at all times.


-                      the ratio of its adjusted debt and
its capacity to self-finance (CIF) (including capital from rents or leasing)
remains constantly lower than or equal to 4.


In the event the "Adjusted Debt/CIF (including
capital from rents or leasing)" ratio is not maintained, the undersigned parties
must meet in order to examine the situation thus created and to define the
conditions under which this contract could be continued, given this event. If an
agreement cannot be reached between the parties, within 30 calendar days after
the date Credit Lyonnais notifies the Borrower of their intention to exercise
their rights as outlined in this clause, the contract shall automatically
terminate and all amounts due, including capital, would be payable immediately.


In the event the "Adjusted Debt/Corporate
Capital ratio is not kept at any time, Credit Lyonnais shall have the power to
demand immediate repayment in full of this contract without any other formality
being required.

 

Stamp duty paid upon receipt

                                                                                                                                            
of statement. Authorization No. 7, 

                                                                                                                                                       
Dated January 22, 1993


 


By "Adjusted Debt", it is agreed that the
following values shall be retained:  Loans + bonds and debts with credit
establishments + miscellaneous loans and financial debts (including amounts
outstanding for lease of property) deductions made from net funds (net
investments + net available funds).


By "Net Worth", it is agreed that the following
values shall be retained:  Capital + prime + reserve + unappropriated earnings +
consolidated income - forecasted distributed profit + investment subsidies +
regulated investments + provisions for liabilities and charges + partner
checking accounts that have made prior transfers on behalf of Credit Lyonnais.


For "Capacity to Self-Finance" (CIF), it is
agreed that; net income + other financial and exceptional charges + recoveries
on stocks and customer recoveries on amortization, provisions and transfers of
operational charges - other financial and exceptional products + losses on
capital operations - profits on capital operations + endowments for provisions
for liabilities and charges + endowments for amortization and provisions on
assets including amortization entries for lease/rent (ultimately forfeited) -
deferred charges on several financial years - dividends on participations.


These ratios shall be established based on
consolidated accounts certified by the Borrower and must be made in the form of
a certification issued by the auditors of the Borrower's accounts.


Mutual Default Clause


Not including the situations defined in the
general conditions below, the Lender shall have the power
to require immediate reimbursement of the full loan amount, in the event that
payment has not been made on an appropriate date and sum by the Borrower or one
of their affiliates in principal or interest, to the Lender or to one of the
latter's affiliates, under any other operation of credit which was or would be
concluded by the recipient of the credit or guarantor.


The same will be applicable in the event of
non-payment on a loan contracted through third parties, compulsory pre-payment
of the financing or of breach of any of the obligations resulting from the loan
contract, unless the impugned breach or the compulsory pre-payment was not
contested in good faith and if this dispute has not been held by a competent
court. 


Commitment of the Borrower


For the length of time that the Borrower shall
be the debtor of an any liability under the terms of the Contract, the Borrower
shall commit himself to inform the Lender immediately of any non-renewal by the
Burberry Group PLC of the perfume license to the operational rights of use of
the Burberry brand for the Borrower's profit. In the event of any non-renewal,
the Lender and the Borrower shall meet in order to study a possible modification
of the Loan repayment conditions.


General Conditions


1 - Dispositions related to Interest.


It shall be agreed that any modification of the
base or method of calculation or the methods of publication of the reference
rate used to calculate the interest, shall not affect the reference to this
rate, which will remain applicable. In the same way, any rate of comparable or
equivalent nature which would replace this reference rate shall be automatically
applicable to the margin increase agreed upon in the Special Conditions.


2 - Repayments before due date,


The Borrower may repay the Loan early without
monetary penalty as long as the repayment date corresponds to a quarterly
interest payment date.

 

Stamp duty paid upon receipt

                                                                                                                                            
of statement. Authorization No. 7, 

                                                                                                                                                       
Dated January 22, 1993

 


 


3 - Compulsory Pre-Payment


Without prejudice to the provisions agreed upon
in the Special Conditions and those in compliance with legal provisions, the
Lender shall have the power to require the immediate repayment of any
outstanding amount due on the principal, interest and incidentals of the loan,
automatically, upon simple notification of the Borrower, without any other legal
formality nor court decision being necessary, under any of the following
circumstances:


-                      proven inaccuracy of information
or verification communicated by the Borrower to the Lender within the framework
of the loan, or use of the latter for other purposes than those agreed upon in
the Special Conditions Section;


-                      Failure by the Borrower or by one
of the subsidiary companies to comply with any of the commitments contracted at
present, in particular failure to make payment on the correct date of an
interest or capital payment, bearing in mind that subsequent payments or
regulations shall not create an obstacle that would block this liability;


-                      Disregard of the Financial
Commitments under the conditions as defined in the section "Special Clauses";


-                      Loss of control by Messrs BENACIN
and MADAR, of the company Inter Perfumes (as defined in article L233.3 of the
Commercial Code);


-                      dissolution, merger, take over,
spin-off or implementation of a partial contribution of the Borrower's assets or
transfer of his business funds, transfer of corporate headquarters out of
France, discontinuance of business activity or conversion of the Borrower into a
company having a different form of governance if said conversion involves a
reduction in personal liability of its subsidiaries;


-                      a guarantee, as required by this
agreement, is not provided, within the range agreed upon, or if there is a
reduction in the value of the guarantee, in particular opening of a collective
procedure or of an out-of-court settlement by a third party guarantor, transfer
of an asset given in guarantee or if this asset becomes the subject of a
precautionary measure or compulsory enforcement,


-                      in the event of tax arrears or a
reversal from the URSSAF not duly disputed by the Borrower;


-                      closure of the Borrower's checking
account with the Lender, exclusion of the signature of the Borrower by the
Banque de France or if the Borrower's own funds are reduced to half of its share
capital.


4 - Conditions related to Payment.


All amounts due to the Lender by virtue of this
agreement shall be payable to the agency or Centre Entreprise (Enterprise
Center) managing the Loan. In the event payment is not made on the due date, be
it at the normal time or before the scheduled time, it shall be interest
bearing, automatically and without formal notice, at the loan rate plus three
points calculated from the due date without this stipulation extending the time
of payment.


Interest shall be capitalized, if due for an
entire year, in accordance with article 1154 of the Civil Code. Moreover, in the event that this
agreement is cancelled as a consequence of compulsory pre-payment or if the
Lender initiates an out-of-court procedure or one of a legal nature, the
Borrower shall be obligated to pay compensation of 5% across the board on the
capital due. 


5 - New Circumstances. 


The Borrower commits to indemnify the Lender, on
the sole justification given by the latter, for any new fiscal burden to which
the Lender would become subject as a result of granting the loan, as well as the
consequences of all new measures of a monetary, financial or banking nature
which would increase the cost of financing or that would reduce its real
performance, such as the constitution of obligatory reserves, except in the case
of early repayment of the loan without remedy.


6 - Information on the Lender


During the time that the Borrower shall be
indebted for any liability under the terms of the Contract, the Borrower hereby
commits to:


-                       remit to the Lender, within a
month following approval, all certified corporate year end statements (balance
sheet, income statements and schedules) together with the Chief Accountant, as
well as quarterly reports and consolidated accounts as legally required;


-                      inform the Lender, within the
shortest time possible, by providing him all supporting documents necessary, of
any modification of its by-laws and of any events that may affect its net worth,
its obligations or its business activities. 


 

Stamp duty paid upon receipt

                                                                                                                                            
of statement. Authorization No. 7, 

                                                                                                                                                       
Dated January 22, 1993


 


7 - Guarantee Given to Third Parties


The Borrower shall commit to not grant any
securities, guarantees or charges to third parties guaranteed by an asset, on
the chart of accounts, without making the Lender pari passu in equal rank. 
 Nevertheless, the present clause is not applicable for guarantees or securities
that the Borrower grants to cover financing in the acquisition of an asset
thenceforth they shall act exclusively on the asset in question and only
guarantee the financing of said asset.


8 - Mobilization.


The Lender shall be entitled to transfer claims
resulting from the loan; especially within the framework of a securitization
operation as governed by the law No. 88-1201 dated December 23, 1988.


It shall also be entitled to issue an order of
recovery of debt (especially in the event of securitization).


9 - Expenses.


Irrespective of the filing fees mentioned under
the section Special Conditions, all levies and taxes related to this Contract as
well as preliminary expenses, and of renewal of securities shall be the
responsibility of the Borrower and shall be repayable to the Lender by
withdrawal from the account from which the installment payments are made.


Final Dispositions:


Selection of Domicile.


For the execution of these presents and their
continuations, the Borrower selects as his domicile, his corporate headquarters
and the Lender selects the Centre Entreprise (Enterprise Center) where the
account for the receipt of payments specified under the Special Condition
section is located.


Attribution of Jurisdiction.


The attribution of jurisdiction is hereby set in
the courts of PARIS and those within the jurisdiction of which is located in the
Centre Entreprise (Enterprise Center) for the receipt of payments, as the choice
of the petitioner. 


Created in two stamped originals 


Executed in Paris
(handwritten)                                         on this day of the 12th
of July, 2004 (handwritten)


            


                       
/s/                                                                    /s/

                        The
Lender                                                       The Borrower