INDEMNITY AGREEMENT

    THIS INDEMNITY AGREEMENT (this "**Agreement**") is made as of 12 October,2004, by and among Inter Parfums, Inc., a company incorporated under the laws of the State ofDelaware, United States ("**Guarantor**"), Inter Parfums, S.A., a company incorporated under the lawsof France ("**Licensee**"), and Burberry Limited, a company incorporated under the laws of England("**Licensor**").

W I T N E S S E T H:

        A.  	**WHEREAS**, Licensor, Licensee and Guarantor are parties to a certainLicence Agreement of even date herewith (the "**Licence Agreement**") pursuant to which, interalia, Licensor has granted Licensee a license (the "**Licence**") and appointed Licensee, andLicensee has accepted such appointment, as its exclusive licensee for the development,production, manufacture, marketing, distribution and sale of certain products; 

        B.  	**WHEREAS**, Guarantor has informed Licensor that, after careful and goodfaith review of the relevant portions of the H-S-R Act (as such term is defined below), theimplementing regulations and government staff interpretations thereof, and the details of thetransactions under the Licence Agreement, it does not intend to file a notification (a "**U.S.Premerger Notification**") with the United States Federal Trade Commission and AntitrustDivision of the United States Department of Justice under Section 7A of the Clayton Act (the"**H-S-R Act**") in connection with the execution, delivery and performance of the LicenceAgreement; and

        C.  	**WHEREAS**, it is a condition to Licensor's entering into the LicenceAgreement that each of the parties enter into this Agreement, pursuant to which, among otherthings, Licensee and Guarantor will indemnify and hold harmless Licensor and its related partiesfrom any liabilities related to the decision not to file a U.S. Premerger Notification under the H-S-R Act, irrespective of Licensor's investigation.

**    NOW, THEREFORE**, in consideration of the mutual covenants and agreements of theparties, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereby agree as follows:

        1.	Representations and Warranties of Licensee and Guarantor.  As a materialinducement to the Licensor entering into this Agreement and the Licence Agreement, each ofLicensee and Guarantor, jointly and severally, makes the following representations andwarranties to Licensor:

            (a)	Authority.  Each such party has the full legal right and powerrequired to enter into, execute and deliver this Agreement and to perform such party's obligationshereunder.  The transactions contemplated by this Agreement have been duly authorized by anynecessary action on the part of such party.

            (b)	Binding Obligations.  This Agreement has been duly executed anddelivered by such party and constitutes a legal, valid and binding obligation of such party,enforceable in accordance with its terms.

            (c)	No Conflicts.  Except to the extent that any such conflict orviolation would not have a material adverse effect upon such party's ability to perform itsobligations under this Agreement, neither the execution, delivery nor performance by such partyof this Agreement shall conflict with, result in any breach of or constitute a default (or an eventwhich, with the giving of notice or passage of time, or both, would constitute a default) under,any term or provision of any governing document of such party, or any material agreement, order,decree or other material instrument to which such party is party or by which it is bound, orviolate any provision of any law, rule or regulation applicable to such party of any regulatorybody, administrative agency or other governmental instrumentality having jurisdiction over suchparty or its properties, and no consent, license, approval or authorization from, or registration ordeclaration with, any governmental body, agency or authority, nor any consent, approval, waiveror notification of any creditor or lessor is required in connection with the execution, delivery andperformance by such party of this Agreement, except such as have been obtained and are in fullforce and effect.

            (d)	H-S-R Act.

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        (i)	The Guarantor, directly or indirectly, (A) holds 50% ormore of the outstanding voting securities of the Licensee, (B) has the right to 50%or more of the profits of the Licensee and 50% or more of the assets of theLicensee in the event of dissolution, or (C) has the contractual power presently todesignate 50% or more of the directors of the Licensee or individuals exercisingsimilar functions;

        (ii)	No person or entity, other than the Guarantor, (A) holds50% or more of the outstanding voting securities of the Licensee, (B) has the rightto 50% or more of the profits of the Licensee or 50% or more of the assets of theLicensee in the event of dissolution, or (C) has the contractual power presently todesignate 50% or more of the directors of the Licensee or individuals exercisingsimilar functions;

        (iii)	No person or entity (A) holds 50% or more of theoutstanding voting securities of the Guarantor, (B) has the right to 50% or more ofthe profits of the Guarantor or 50% or more of the assets of the Guarantor in theevent of dissolution, or (C) has the contractual power presently to designate 50%or more of the directors of the Guarantor or individuals exercising similarfunctions;

        (iv)	Pursuant to Volume 16 of the United States Code ofFederal Regulations, Part 801.10(c)(3), the board of directors (or similar body) ofthe Guarantor or its delegatee has, within the 60 calendar days immediatelypreceding the date of the Licence Agreement, determined in good faith that thefair market value of the assets located in the United States that the Licensee willacquire and hold after execution of the Licence Agreement does not exceedUS$50 million;

        (v)	The Guarantor and its Affiliates have not (A) within the180 days immediately preceding the date of the Licence Agreement, acquired orentered into any agreement to acquire from the Burberry Group any assets otherthan those set forth in the Licence Agreement, or (B) acquired voting securities ofany member of the Burberry Group; and

        (vi)	As a result of the good faith, fair market valuation by theGuarantor of the assets Licensee will acquire and hold after execution of theLicence Agreement, the Guarantor has determined not to file a U.S. PremergerNotification.

        2.	Representations and Warranties of Licensor.  Licensor hereby makes thefollowing representations and warranties to Licensee and Guarantor:

            (a)	Authority.  Licensor has the full legal right and power required toenter into, execute and deliver this Agreement and to perform its obligations hereunder.  Thetransactions contemplated by this Agreement have been duly authorized by any necessary actionon the part of Licensor.

            (b)	Binding Obligations.  This Agreement has been duly executed anddelivered by Licensor and constitutes a legal, valid and binding obligation of Licensor,enforceable against Licensor in accordance with its terms.

            (c)	No Conflicts.  Except to the extent that any such conflict orviolation would not have a material adverse effect upon Licensor's ability to perform itsobligations under this Agreement, neither the execution, delivery nor performance by Licensor ofthis Agreement shall conflict with, result in any breach of or constitute a default (or an eventwhich, with the giving of notice or passage of time, or both, would constitute a default) under,any term or provision of any governing document of Licensor, or any material agreement, order,decree or other material instrument to which Licensor is party or by which it is bound, or violateany provision of any law, rule or regulation applicable to Licensor of any regulatory body,administrative agency or other governmental instrumentality having jurisdiction over Licensor orits properties, and no consent, license, approval or authorization from, or registration ordeclaration with, any governmental body, agency or authority, nor any consent, approval, waiveror notification of any creditor or lessor is required in connection with the execution, delivery andperformance by Licensor of this Agreement, except such as have been obtained and are in fullforce and effect.

        3.	Indemnification.  Each of the Licensee and the Guarantor, jointly andseverally, on its own behalf and on behalf of its successors, and assigns (collectively, the"**Indemnifying Parties**" and each individually, an "**Indemnifying Party**") agrees to defend,indemnify and hold the Licensor, its Affiliates and direct and indirect partners (including partnersof partners and stockholders and members of partners), members, stockholders, directors,officers, employees, agents and representatives, and each person who controls any of them(collectively, the  "**Indemnified Parties**" and, individually, an "**Indemnified Party**") harmlessfrom and against any and all damages, liabilities, losses, claims, diminution in value, obligations,liens, assessments, judgments, taxes, fines, penalties, reasonable costs and expenses (including,without limitation, reasonable fees of counsel), as the same are incurred, of any kind or naturewhatsoever (including, without limitation, all amounts paid in investigation, defense orsettlement of the foregoing, all consequential damages, and all amounts paid in enforcing any ofthe provisions of this Agreement) ("**Losses**") which may be sustained or suffered by any suchIndemnified Party based upon, arising out of, or by reason of (a) any breach of anyrepresentation, warranty or covenant made by the Licensee or the Guarantor in this Agreementand (b) the fact that the Guarantor and/or the Licensor (or their Affiliates) did not file a U.S.Premerger Notification in connection with the execution, delivery and performance of theLicense Agreement.

        4.	General Provisions.

            (a)	Indemnifying Party Acknowledgment.  The Indemnifying Partiesacknowledge and agree that the Licensor has relied and is relying, regardless of its owninvestigation or its knowledge that they are or might not be true, upon the representations,warranties and covenants contained in this Agreement in determining whether or not to file aU.S. Premerger Notification.  The Indemnifying Parties further acknowledge and agree that wereit not for the indemnification provisions contained in Section 3 above, Licensor would not haveexecuted and delivered the Licence Agreement.

            (b)	Survival.  This Agreement shall be deemed to be continuing innature and shall remain in full force and effect and shall survive the execution, delivery andperformance of the Licence Agreement and the exercise of any remedy, from time to time,hereunder by any Indemnified Party.

            (c)	Rights Cumulative; Payments.  An Indemnified Party's rightsunder this Agreement shall be in addition to, and shall not be limited to, all rights thereof underthe Licence Agreement.  

            (d)	Entire Agreement; Amendment and Waiver; Severability.  ThisAgreement contains the entire agreement between the parties respecting the matters herein setforth and supersedes all prior agreements, whether written or oral, between the parties respectingsuch matters.  Any amendments or modifications hereto, and any waiver of a provision hereincontained, in order to be effective, shall be in writing and executed by the parties hereto, or in thecase of a waiver, by the party against whom such waiver is to be enforced.  A determination thatany provision of this Agreement is unenforceable or invalid shall not affect the enforceability orvalidity of any other provision, and any determination that the application of any provision of thisAgreement to any person or circumstance is illegal or unenforceable shall not affect theenforceability or validity of such provision as it may apply to any other persons or circumstances.

            (e)	Remedies.  The parties agree that irreparable damage would occurin the event that any of the provisions of this Agreement was not performed in accordance withits specific terms or was otherwise breached.  It is accordingly agreed that the parties will beentitled to an injunction or injunctions to prevent breaches of this Agreement and to enforcespecifically the terms and provisions of this Agreement, this being in addition to any otherremedy to which they are entitled hereunder.

            (f)	Governing Law; Binding Effect; Waiver of Acceptance.  ThisAgreement shall be governed by and construed, and the rights and obligations of the partieshereto shall be determined, in accordance with the laws of the State of New York.  ThisAgreement shall bind the Indemnifying Parties and their respective successors and assigns andshall inure to the benefit of the Indemnified Parties and their respective successors and assigns.Notwithstanding the foregoing, no Indemnifying Party shall assign any of its rights or obligationsunder this Agreement without the prior written consent of the Licensor.

            (g)	Notices.  Any notices, consents, waivers or other communicationsrequired or permitted to be given under the terms of this Agreement must be in writing and willbe deemed to have been delivered:  (i) upon receipt, when delivered personally; (ii) upon receipt,when sent by facsimile (provided confirmation of transmission is mechanically or electronicallygenerated and kept on file by the sending party); or (iii) one business day after deposit with anovernight courier service, in each case properly addressed to the party to receive the same.  Theaddresses and facsimile numbers for such communications shall be:  

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Burberry:	St. Albans House, 10 St. Albans Street, London SW1Y 4SQ,United Kingdom, Attn: Authorised Business Representative, with acopy to Authorised Legal Representative;

Licensee:	4, rond point des Champs Elysees, 75008 Paris, France, Attn: Mr.Philippe Benacin; and

Guarantor:	551 Fifth Avenue, New York, NY 10176 USA, Attn: Mr. JeanMadar;

or to such other address(es) as may be notified from time to time in accordance with thisAgreement.

            (h)	No Waiver; Time of Essence; Business Day.  The failure of anyparty hereto to enforce any right or remedy hereunder, or to promptly enforce any such right orremedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party norexcuse any of the parties hereto from their respective obligations hereunder.  Any waiver of suchright or remedy must be in writing and signed by the party to be bound.   This Agreement issubject to enforcement at law or in equity, including actions for damages or specificperformance.  Time is of the essence hereof.  The term "business day" as used herein shall meana weekday, Monday through Friday, except a legal holiday or a day on which banking institutionsin the State of New York, United States, are authorized by law to be closed.

            (i)	Captions for Convenience.  The captions and headings of thesections and paragraphs of this Agreement are for convenience of reference only and shall not beconstrued in interpreting the provisions hereof.

            (j)	Consent to Jurisdiction; Service of Process.  The parties by thisAgreement agree that any action, suit or proceeding brought with respect to this Agreement maybe brought in the state courts or the federal courts of the United States located in New York, NewYork or Delaware, or the federal courts of the District of Columbia, in respect of theinterpretation and enforcement of the provisions of this Agreement and by this Agreement waive,and agree not to assert, any defense in any action, suit or proceeding for the interpretation orenforcement of this Agreement that they are not subject thereto or that such action, suit orproceeding may not be brought or is not maintainable in such courts or that this Agreement maynot be enforced in or by such courts or that their property is exempt or immune from execution,that the suit, action or proceeding is brought in an inconvenient forum, or that the venue of thesuit, action or proceeding is improper.  Service of process with respect thereto may be made uponany party by mailing a copy thereof by registered or certified mail, postage prepaid, to such partyat its address as provided in Section 4(g) above.

            (k)	Counterparts.  This Agreement may be executed in any number ofcounterparts, each of which shall be effective only upon delivery (of a facsimile or an original)and upon such delivery shall be deemed an original, and all of which shall be taken to be one andthe same instrument, for the same effect as if all parties hereto had signed the same signaturepage.  Any signature page of this Agreement may be detached from any counterpart of thisAgreement without impairing the legal effect of any signatures thereon and may be attached toanother counterpart of this Agreement identical in form hereto but having attached to it one ormore additional signature pages.  A signature received via facsimile and all copies thereof shallhave the same force and effect as an original signature.

            (l)	Capitalized Terms.  Capitalized terms used herein and not definedshall have the meanings set forth in the Licence Agreement.

IN WITNESS WHEREOF, each of the parties has duly executed this Indemnity Agreement as ofthe day and year first above written.

**LICENSOR:BURBERRY LIMITED**By: /s/ Rose Marie BravoName Rose Marie BravoTitle: Chief Executive

**LICENSEE:INTER PARFUMS, S.A.**By: /s/ Philippe BenacinName: Philippe BenacinTitle: PDG

**GUARANTOR:INTER PARFUMS, INC.**By: /s/ Jean MadarName Jean MadarTitle: CEO

/s/ Philippe BenacinPresident