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                                                                   Exhibit 10.70

STRICTLY PRIVATE AND CONFIDENTIAL

                          DATED ________________ 1998

                             PAUL SMITH LIMITED (1)
                                     -and-
                             INTER PARFUMS S.A. (2)
                                     -and-
                          JEAN-PHILIPPE FRAGRANCES (3)

                               LICENCE AGREEMENT

                         FREETH CARTWRIGHT HUNT DICKINS
                                   Solicitors

                               Express Buildings
                           29 Upper Parliament Street
                                   Nottingham
                                    NG1 2AQ

                              DX 10017 Nottingham
                            Telephone (0115) 9369369
                            Facsimile (0115) 9350352



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THIS AGREEMENT is made the _______ day of __________ 1998
- --------------

BETWEEN:

(1)      PAUL SMITH LIMITED whose registered office is situate at Riverside
         Buildings Riverside Way Nottingham England ("the Grantor");

(2)      INTER PARFUMS S.A. a corporation duly organised and existing under the
         laws of France with its principal office at 4 Rond Point des Champs
         Elysees, 75008 Pan's (B350 219 382) ("the Licensee"); and

(3)      JEAN-PHILIPPE FRAGRANCES INC. a corporation duly organised and existing
         under the laws of Delaware with its principal office at 551,5 th Avenue
         New York NY 10176 ("the Guarantor")

WHEREAS:

A.       The Grantor designs and manufactures quality clothing and accessories
         in the United Kingdom and in other countries

B.       The Grantor owns the Trademarks consisting of "PAUL SMITH" and "PS PAUL
         SMITH" used alone and in a logo design and has registered the
         Trademarks in respect of fragrances in the countries specified in
         Exhibit A.

C.       The Licensee manufactures and sells perfumes and fragrances throughout
         the world.

D.       The Licensee wishes to manufacture advertise promote and sell
         fragrances under the Trademarks in the Licensed Territory.

E.       The Grantor is prepared to grant and the Licensee to take a licence in
         the Licensed Territory to manufacture, advertise, promote and sell
         fragrances under the Trademarks on the terms and for the consideration
         hereinafter appearing

 NOW IT IS HEREBY AGREED as follows:

 1.      DEFINITIONS

         1.1.     In this Agreement the following words and phrases shall have
                  the following meanings unless the context clearly requires
                  otherwise


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                  1.       1. 1. "Affiliated Distributors"

                           Shall mean distributors of the Licensee in which
                           either the Licensee or the Guarantor either holds
                           more than 50% of the share voting rights or otherwise
                           has effective control.

                  1.1.2.   "Business"

                           Shall mean that part of the business of the Licensee
                           which involves the manufacture and/or distribution of
                           the Licensed Products (or any part or parts thereof).

                  1.1.3.   "Business Day"

                           Shall mean any day which is not a Saturday not a
                           Sunday and not a recognised public holiday in either
                           the Grantor's or the Licensee's country.

                  1.1.4.   "Calendar Quarter"

                           Shall mean a three monthly period commencing on the
                           first day of each of the months of January, April,
                           July and October in every year of the Term.

                  1.1.5.   "Contract Year"

                           Shall mean each of the following twelve (12) years: -

                           First Contract Year

                           The period from the 1st day of January 1999 to the
                           31st day of December 1999;

                           Second Contract Year

                           The period from the 1st day of January 2000 to the
                           31st day of December 2000;

                           Third Contract Year

                           The period from the 1st day of January 2001 to the
                           31st day of December 2001;



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                           Fourth Contract Year

                           The period from the 1st day of January 2002 to the
                           31st day of December 2002;

                           Fifth Contract Year

                           The period from the 1st day of January 2003 to the
                           31st day of December 2003;

                           Sixth Contract Year

                           The period from the 1st day of January 2004 to the
                           31st day of December 2004;

                           Seventh Contract Year

                           The period from the 1st day of January 2005 to the
                           31st day of December 2005;

                           Eighth Contract Year

                           The period from the 1st day of January 2006 to the
                           31st day of December 2006;

                           Ninth Contract Year

                           The period from the 1st day of January 2007 to the
                           31st day of January 2007;

                           Tenth Contract Year

                           The period from the 1st day of January 2008 to the
                           31st day of January 2008;

                           Eleventh Contract Year

                           The period from the 1st day of January 2009 to the
                           31st day of December 2009;



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                           Twelfth Contract Year

                           The period from the 1st day of January 2010 to the
                           31st day of December 2010;

                  1.1.6.   "Excluded Duty Free Outlets"

                           Shall mean such duty free outlets as may be notified
                           from time to time by the Grantor to the Licensee
                           pursuant to clause 6.11 of this Agreement.

                  1.1.7.   "Intellectual Property Rights"

                           Shall mean all copyrights, registered and
                           unregistered design rights, patents, trademarks and
                           all other rights

                  1.1.8.   "Licensed Products"

                           Shall mean the Products manufactured by or for and
                           sold by the Licensee and/or any sub licensee of the
                           Licensee under the Trademarks

                  1.1.9.   "Licensed Territory"

                           Shall mean the world (excluding the Excluded Duty
                           Free Outlets)

                  1.1.10.  "Minimum Royalty"

                           Shall mean

                                    (a)      in the First Contract Year there
                                             shall be _____ Minimum Royalty;

                                    (b)      in the Second Contract Year a
                                             Royalty of at least
                                             __________________________________
                                             French Francs;

                                    (c)      in the Third Contract Year a
                                             Royalty of at least
                                             __________________________________
                                             French Francs;



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                                    (d)      in the Fourth Contract Year a
                                             Royalty of at least _____ French
                                             Francs;

                                    (e)      in the Fifth Contract Year a
                                             Royalty of at least ________ French
                                             Francs; and

                                    (f)      in the Sixth Contract Year and
                                             every subsequent Contract Year of
                                             the Term means the higher of

                                            (i)      _______ francs; and

                                            (ii)     such other amount as the
                                                     Grantor and the Licensee,
                                                     negotiating in good faith
                                                     shall agreed during the
                                                     Fifth Contract Year.

                  1.1.11.  "Royalty"

                           Shall mean the royalty payable by the Licensee to the
                           Grantor under clause 5.1 of this Agreement.

                  1.1.12.  "Products"

                           Shall mean men's and women's and children's
                           fragrances and cosmetics and related packaging and
                           promotional materials.

                  1.1.13.  "Restricted Information"

                           Shall mean any information which is disclosed to
                           either party to this Agreement by the other pursuant
                           to or in connection with this Agreement (whether
                           orally or in writing and whether or not such
                           information is expressly stated to be confidential or
                           marked as such)

                  1.1.14.  "Term"

                           Shall mean the term of this Agreement being the
                           period of twelve years commencing on lst January 1999
                           and expiring on 31st December 2010.



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                  1.1.15.  "Trademarks"

                           Shall mean the trademarks "PAUL SMITH" and "PS PAUL
                           SMITH" and in each case used with such other
                           additional word or words as may be approved by the
                           Grantor in writing from time to time.

                  1.1.16.  "Turnover"

                           Shall mean aggregate gross sales of each of the
                           Licensed Products sold by the Licensee (or, if the
                           price of any Licensed Product re-sold by an
                           Affiliated Distributor shall be higher than the price
                           at which the Licensed Product was sold to the
                           Affiliated Distributor by the Licensee then the
                           aggregate sales of each such Licensed Product sold by
                           the Affiliated Distributors shall be substituted for
                           the gross sales of such Licensed Products by the
                           Licensee to the Affiliated Distributors) and/or its
                           sub-licensees to customers in the Licensed Territory
                           (whether by wholesale or retail and including sales
                           to the Grantor and its licensees) less:

                                    (a)      actual trade discounts and other
                                             discounts approved of in writing by
                                             the Grantor and allowed to
                                             customers (but excluding early
                                             settlement discounts);

                                    (b)      returns and credits actually
                                             granted to customers (but excluding
                                             bad debts);

                                    (c)      point of sale items (including
                                             gifts, samples and testers given to
                                             customers and show cards);

                                    (d)      any commodity or consumption taxes
                                             imposed on the Licensee or (as the
                                             case may be) the Affiliated
                                             Distributors by any Government
                                             within the Licensed Territory in
                                             respect of the Licensed Products;
                                             and

                                    (e)      shipping and insurance costs borne
                                             by the Licensee or (as the case may
                                             be) the Affiliated Distributors in
                                             the supply of the Licensed Products
                                             to their customers.



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         1.2.     Index Linked

                  In this Agreement where any figure is followed by the words
                  "(Index Linked)" such figure shall be deemed to be
                  automatically increased on each anniversary of the date of
                  this Agreement in line with any increase in indice des prix de
                  detail since the immediately preceding anniversary of the date
                  of this Agreement.

2.       GRANT

         2.1.     The Grantor hereby grants to the Licensee throughout the Term
                  the right to manufacture, advertise, promote, sell and
                  distribute the Licensed Products in the Licensed Territory and
                  subject to the provisions of this Agreement to use the
                  Trademarks only in connection therewith.

         2.2.     This Licence is an exclusive licence throughout the Licensed
                  Territory with respect to the Licensed Products and neither
                  the Grantor itself nor any third party licensed by the Grantor
                  shall have the right to advertise, promote, manufacture, sell
                  or distribute, nor cause the advertising, promotion,
                  manufacture of, sale or distribution of any items or material
                  directly competitive with any Licensed Product within the
                  Licensed Territory other than the resale of the Licensed
                  Products by the Grantor of Licensed Products purchased from
                  the Licensee or any Affiliated Distributor or any sub-licensee
                  of the Licensee PROVIDED THAT the Grantor shall not be deemed
                  to be in breach of the terms of this Agreement if it shall
                  continue to sell or otherwise distribute fragrances,
                  moisturisers, talcum powder and/or toothpaste prior to the
                  commercial launch by the Licensee of each such line of
                  Licensed Products nor by the sale or other distribution of
                  stocks of such lines held by or on behalf of the Grantor at
                  the date of the commercial launch by the Licensee of each such
                  line of Licensed Products.

         2.3.     The Licensee shall launch for commercial sale a men's line and
                  a women's line of the Licensed Products in the Licensed
                  Territory within the first eighteen months of the Term such
                  lines to be distributed to similar levels as the Grantor's
                  competitors' products at the appropriate level in the
                  following countries within the first Three Contract Years:-

                  United Kingdom, Japan, United States of America, Canada,
                  Spain, Portugal, France, Germany, Austria, Italy, Belgium,
                  Luxembourg, Netherlands, Norway, Finland, Sweden, Denmark,
                  Hong Kong, Singapore, Taiwan and Australasia.



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                  Other lines of Licensed Products (including without limitation
                  a line of Licensed Products for children) shall be launched
                  for commercial sale at such times as may be mutually agreed
                  between the Grantor and the Licensee.

3.       VALIDATION

         Each party hereto shall at its own expense do all things appropriate to
         its status as Grantor or as Licensee and necessary for the purpose of
         rendering this Agreement valid and enforceable.

4.       COMMENCEMENT AND DURATION

         4.1.     Unless sooner terminated by Clauses 9.3. or 10 hereof this
                  Agreement shall continue in force from the date hereof to the
                  expiry of the Term.

         4.2.     The parties shall commence negotiations in the Ninth Contract
                  Year regarding the renewal of this Agreement at the end of the
                  Term.

5.       FINANCIAL PROVISIONS

         5.1.     Royalties

                  In each Contract Year of the Term the Licensee shall pay to
                  the Grantor whichever shall be the greater of the Minimum
                  Royalty or a royalty at the following rates:-

                  5.1.1.   on annual Turnover of up to (and including)
                           _____________ French Francs (Index Linked) - ___ of
                           the Turnover of the Licensed Products sold by the
                           Licensee and (as the case may be) Affiliated
                           Distributors; and

                  5.1.2.   on annual Turnover of over _____________ French
                           Francs (Index Linked) and up to (and including)
                           ___________________ French Francs (Index Linked) - __
                           of the Turnover of the Licensed Products sold by the
                           Licensee and (as the case may be) Affiliated
                           Distributors in excess of ______________ French
                           Francs (Index Linked);

                  5.1.3.   on annual Turnover of over ______________ French
                           Francs (Index Linked) and up to (and including)
                           ______________________ French Francs (Index Linked) -
                           ___ of the Turnover of the Licensed Products sold by
                           the Licensee and (as the case may be)



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<PAGE>

                           Affiliated Distributors in excess of
                           ___________________ French Francs (Index Linked); and

                  5.1.4.   on annual Turnover of over _____________________
                           French Francs (Index Linked) - ___of the Turnover of
                           the Licensed Products sold by the Licensee and (as
                           the case may be) Affiliated Distributors in excess of
                           ____________ French Francs (Index Linked).

         5.2.     The Licensee shall on the date of this Agreement pay to the
                  Grantor the sum of ___________French Francs on account of the
                  Royalty payable under this Agreement which shall not be
                  refundable in any circumstances.

         5.3.     Within thirty (30) days of the end of each Calendar Quarter in
                  every year of the Term the Licensee shall pay to the Grantor
                  whichever shall be the higher of the Minimum Royalty or the
                  Royalty payable to the Grantor by reference to the Turnover
                  during the immediately preceding Calendar Quarter (credit
                  being given for the advance payment of royalty referred to in
                  clause 5.2 until the aggregate Royalty payable under this
                  Agreement shall exceed the amount of the advance payment).

         5.4.     Records

                  5.4.1.   The Licensee shall keep at its usual place of
                           business books of account relating exclusively to the
                           sales of the Licensed Products and of the amount
                           spent by the Licensee on advertising the Licensed
                           Products and containing such true entries complete in
                           every particular as may be necessary or proper for
                           enabling the amount of the Royalty and other payments
                           and amounts hereby reserved or payable to be
                           conveniently ascertained; and

                  5.4.2.   The Licensee shall permit the duly authorised
                           representatives of the Grantor at the Grantor's
                           expense to inspect the said books and all other
                           relevant books of account of the Licensee and to take
                           copies thereof and shall procure that the Affiliated
                           Distributors and sub-licensees of the Licensee shall
                           permit the duly authorised representatives of the
                           Grantor at the Grantor's expense to inspect the
                           business books of account and all other relevant
                           books of account of the Affiliated Distributors and
                           sub licensees of the Licensee not more than once in
                           each Contract Year (unless such inspection shall
                           establish that the amount of the Royalty paid to the
                           Grantor in respect of the period covered by the
                           inspection is inaccurate by 5% or more of the amount
                           properly payable the



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                           Grantor shall be entitled to undertake subsequent
                           inspections without any limitation on the number or
                           their frequency) and to take copies thereof and the
                           Licensee shall give all such other information as may
                           be necessary or proper to enable the amount of the
                           Royalty and other payments payable hereunder to be
                           ascertained as aforesaid at any time during usual
                           business hours. If the inspection established that
                           the amount of the Royalty paid to the Grantor in
                           respect of the periods covered by the inspection is
                           inaccurate by 5% or more of the amount properly
                           payable the Licensee will pay on demand the Grantor
                           the costs of that inspection. If the inspection
                           established that the amount of the Royalty paid to
                           the Grantor is inaccurate then the amount of any
                           Royalty underpaid together with compound interest at
                           the rate of 4% above the base rate for the time being
                           of Barclays Bank plc from the date the underpayment
                           should have been made until the date of actual
                           payment.

         5.5.     Reports

                  5.5.1.   The Licensee shall deliver to the Grantor every
                           Calendar Quarter in each year of the Term a true and
                           complete statement in writing of all Licensed
                           Products sold in the Licensed Territory by the
                           Licensee, the Affiliated Distributors and any sub
                           licensees of the Licensee during the immediately
                           preceding Calendar Quarter together with the sales
                           prices of such Licensed Products.

                  5.5.2.   The Licensee shall deliver to the Grantor every
                           alternate Calendar Quarter in each year of the Term a
                           true and complete statement in writing of all amounts
                           spent by the Licensee in advertising the Licensed
                           Products in the Licensed Territory in the two
                           immediately preceding Calendar Quarters.

         5.6.     Authority to make Payment

                  If at any time during the continuation of this Agreement the
                  Licensee is prohibited from making any of the payments
                  hereunder reserved without appropriate authority then the
                  Licensee will forthwith inform the Grantor of such prohibition
                  and commence and diligently pursue all necessary steps to
                  secure from the appropriate authority permission to make the
                  said payments and pending the obtaining of such permission
                  shall place all payments to be made hereunder in an interest
                  bearing bank account and will pay all such payments together
                  with interest earned thereon to the Grantor within seven days
                  of receiving such permission.



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         5.7.     Place and Currency of Payment

                  All sums due and payable hereunder shall be payable in London
                  in French Francs unless the Grantor directs payment in some
                  other place or currency.

         5.8      Rate of Exchange

                  The conversion rate of one currency to any other currency
                  shall be the rate of exchange of an authorised British foreign
                  exchange bank on the day of actual payment. Any dispute over
                  the rate of exchange will be determined by the certificate of
                  a Banker of repute nominated by the Grantor.

         5.9.     Deductions

                  Any taxes levied by the government of France upon the payments
                  to be made by the Licensee to the Grantor pursuant to this
                  Agreement and required to be withheld by the Licensee from
                  such payments shall be borne by the Grantor and shall be
                  withheld and paid by the Licensee to the appropriate
                  authority. The Licensee shall supply the Grantor promptly
                  after each tax payment official tax receipts and other
                  evidence of payment issued by the French tax authorities. In
                  the event that the rate of French withholding taxes changes at
                  any time during the continuance of this Agreement then the
                  parties hereto shall be at liberty to re-negotiate and settle
                  in writing the terms of payment.

6.       LICENSEE'S COVENANTS

         The Licensee covenants with the Grantor:

         6.1.     Trademarks

                  Except as provided by the licence granted under this Agreement
                  nothing herein or otherwise shall give to the Licensee any
                  right title interest or claim in or to the Trademarks. The
                  Trademarks shall continue to be the Grantor's exclusive
                  property during the period of this Agreement and after its
                  termination or expiration or otherwise. Any and all uses of
                  the Trademarks by the Licensee shall inure to the benefit of
                  Grantor only. In the event the Licensee files an application
                  to register or receives a registration of any trade name
                  trademark or service mark comprising or including the words
                  "PAUL SMITH" or "PS PAUL SMITH" such application for
                  registration shall have been filed as a constructive trust on



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                  behalf of the Grantor and the Licensee filing or receiving the
                  same shall sign all documents necessary to establish record
                  ownership in the Grantor.

         6.2.     To promote Sales

                  6.2.1.   To use its best endeavours to promote sales of the
                           Licensed Products within the Licensed Territory and,
                           together with its distributors, to spend in each year
                           of the Term not less than:-

                           (a)      in the Second and Third Contract Years,
                                    __________ French Francs in aggregate; and

                           (b)      in the Fourth Contract Year and every
                                    subsequent Contract Year of the Term, ___ of
                                    the Turnover of the Licensed Products sold
                                    by the Licensee and/ or the Affiliated
                                    Distributors in such Contract Year

                           in advertising the Licensed Products throughout the
                           Licensed Territory. For the purpose of this clause
                           and of clause 5.5.2 of the Agreement the word
                           "advertising" shall include gifts with purchase,
                           point of sale items and the cost of producing and
                           placing advertisements but shall exclude the cost of
                           promotional staff in stores.

                  6.2.2.   To arrange for the Licensed Products to be
                           manufactured on commercial scales.

                  6.2.3.   To meet the demand for the Licensed Products in the
                           Licensed Territory.

         6.3.     Marking

                  All Licensed Products made by or on behalf of the Licensee and
                  any sub licensee of the Licensee shall be marked with one of
                  the Trademarks in conformity with the following principles
                  unless the Grantor agrees otherwise in writing:-

                  6.3.1.   The general style of the marking shall conform with
                           that developed and adopted by the Grantor;

                  6.3.2.   Each Licensed Product shall bear one of the
                           Trademarks in such place as shall have been approved
                           in writing by the Grantor but not anywhere else;



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                  6.3.3.   The markings shall comply with the laws of the
                           Licensed Territory where the Licensed Products are to
                           be sold.

                  Subject to the above principles the final decision on the form
                  of any marking on the Licensed Products shall be made by the
                  Grantor after consultation with the Licensee.

                  Save as aforesaid to make no other use of or claim any right
                  in either of the Trademarks owned by the Grantor except as
                  expressly permitted by the Grantor and not to use either of
                  the Trademarks on any goods not being Licensed Products.

         6.4.     Quality

                  6.4.1.   The Licensed Products manufactured by or for the
                           Licensee and any sub licensee of the Licensee shall
                           be of the best quality and shall use only the best
                           quality materials and components.

                  6.4.2.   As required by the Grantor to submit to the Grantor
                           free of charge specimen samples of each type of
                           Licensed Product (including, without limitation
                           packaging and related items) as manufactured by or
                           for the Licensee and any sub licensee of the Licensee
                           immediately prior to each type of Licensed Products
                           being offered for sale and if requested by the
                           Grantor to cease to sell or offer for sale or to
                           permit the sale or offering for sale of any Licensed
                           Products whose sample supplied to the Grantor is not,
                           in the opinion of the Grantor, of satisfactory
                           quality.

                  6.4.3.   To permit duly authorised representatives of the
                           Grantor to inspect the premises in which the Licensed
                           Products are manufactured, stored or packed by or for
                           the Licensee and/or any sub licensee of the Licensee.

                  6.4.4.   To ensure that all Licensed Products submitted for
                           inspection are selected at random and are made by the
                           ordinary production methods.

                  6.4.5.   To manufacture the Licensed Products at the
                           Licensee's own factories or at factories which have
                           been approved in writing by the Grantor and whose
                           quality standards are no less than those of the
                           Licensee.



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         6.5.     Independent Contractor and Risk

                  That all aspects of the manufacture, distribution and sale of
                  the Licensed Products by the Licensee and any sub licensee of
                  the Licensee shall be at the risk and responsibility and for
                  the account of the Licensee or sub licensee (as the case may
                  be). The Licensee and any sub licensee of the Licensee shall
                  act as independent contractors and the Grantor shall not be
                  responsible for any breach by the Licensee or any sub licensee
                  of the Licensee of any obligations imposed by law on the
                  Licensee or any sub licensee of the Licensee in its capacity
                  as an employer or as manufacturer distributor and seller of
                  Licensed Products. The Licensee shall indemnify the Grantor
                  against all actions claims demands costs charges and expenses
                  arising out of or in connection with the manufacture use or
                  sale of the Licensed Products made by or for the Licensee or
                  any sub licensee of the Licensee.

         6.6.     Information

                  6.6.1.   To keep the Grantor informed of all Laws Orders or
                           Regulations made at any time by the Government or any
                           Public or Local Authority within the Licensed
                           Territory in any way affecting or in the Licensee's
                           opinion likely to affect materially the terms of this
                           Agreement or the manufacture or sale of the Licensed
                           Products in the Licensed Territory as soon as the
                           Licensee becomes aware of any such Law Order or
                           Regulation.

                  6.6.2.   To keep all Restricted Information confidential and
                           accordingly except as otherwise required by law not
                           to disclose any Restricted Information to any other
                           person and not to use any Restricted Information for
                           any purpose other than the performance of the
                           Licensee's obligations under this Agreement.

         6.7.     Take over

                  That within thirty days of the happening of such an event the
                  Licensee will give notice to the Grantor of the acquisition of
                  twenty five per cent (25%) or more of any of the share voting
                  nights in the Licensee by any person firm or corporation or
                  group of persons firms or corporations acting in concert
                  directly or indirectly.



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<PAGE>

         6.8.     Advertising Material

                  6.8.1.   Twice in each Contract Year to submit to the Grantor
                           free of charge specimen samples of all labels,
                           brochures, advertisements and publicity material
                           relating to the use of the Trademarks by the Licensee
                           proposed to be used by the Licensee in the following
                           six month period and not to use such material until
                           the Grantor or its designated agent has certified its
                           approval in writing. All artwork for advertisements
                           shall be provided by the Grantor to the Licensee at
                           the Grantor's normal commercial rates.

                  6.8.2.   Not to appoint an advertising agency in respect of
                           the Licensed Products without the consent in writing
                           of the Grantor.

         6.9.     Sales to the Grantor

                  The Licensee shall sell to the Grantor the Grantor's
                  requirements for the Licensed Products for resale in retail
                  shops owned by the Grantor and for sale to the Grantor's
                  franchisees upon the Licensee's standard terms and conditions
                  of sale for the time being in force and at the Licensee's
                  normal wholesale prices less a discount of 20%.

         6.10.    Sales Outlets and distribution

                  6.10.1.  To sell the Licensed Products only through high
                           quality retail outlets approved in writing by the
                           Grantor (where practicable) prior to acceptance by
                           the Licensee of the outlet's first order and
                           otherwise immediately after acceptance by the
                           Licensee of the outlet's first order and if the
                           Grantor so requests not to sell or as soon as
                           practicable to cease selling through any particular
                           outlet to which the Grantor objects on any ground
                           whatsoever including (but without prejudice to the
                           generality of the foregoing) that the style of the
                           operation of any of the retail outlets does not
                           conform with the standards associated with the
                           Trademarks.

                  6.10.2.  To distribute the Licensed Products in accordance
                           with a distribution policy previously agreed in
                           writing by the Grantor prior to the launch of each
                           line of the Licensed Products.

                  6.10.3.  To exploit the Licensed Products on an arm's length
                           bona fide commercial basis and not in any
                           circumstances to dispose of the Licensed Products to
                           any outlet in respect of which it has any interest or
                           ownership save at the usual commercial wholesale
                           rates.



                                       15
<PAGE>

         6.11.    Duty Free Outlets

                  The Licensee will not distribute the Licensed Products (or any
                  range of the Licensed Products) to any duty free outlets in
                  the Licensed Territory notified in writing by the Grantor to
                  the Licensee from time to time.

         6.12.    Japan

                  Not to sell or distribute the Licensed Products in Japan
                  otherwise than through the distributorship of a distributor
                  approved of in writing by the Grantor from time to time.

         6.13.    Intellectual Property

                  6.13.1.  To hold, as bare trustee for the Grantor all
                           Intellectual Property Rights of the Licensee in the
                           Licensed Products (including, without limitation any
                           Intellectual Property Rights in the Licensed Products
                           arising in the future) and their constituent parts
                           and at the Grantor's request to assign such
                           Intellectual Property Rights to the Grantor without
                           compensation.

                  6.13.2.  If the Licensee commissions, engages or employs any
                           third party to create or originate any materials or
                           work in connection with this Agreement in relation to
                           which Intellectual Property Rights may be created,
                           the Licensee shall procure that such third party will
                           execute and deliver to the Grantor prior to any such
                           works or materials being created a properly executed
                           letter from such third party in the form set out in
                           the draft letter annexed to this Agreement or in such
                           other form as may be notified by the Grantor.

         6.14.    Insurance

                  6.14.1.  To obtain and maintain adequate liability insurance
                           of not less than (pounds) 2 million per claim in
                           respect of claims arising out of any alleged defects
                           in the Licensed Products or their use

                  6.14.2.  To furnish evidence of such insurance to the Grantor
                           promptly following signature of this Agreement and
                           prior to the sale or distribution of any of the
                           Licensed Products. The Licensee shall instruct its
                           insurers in writing (with a copy to the Grantor) to
                           notify the Grantor directly in the event that the
                           insurance shall lapse or



                                       16
<PAGE>

                           cease. The Licensee shall notify the Grantor of all
                           claims made to it and notified to its insurers
                           relating to the Licensed Products.

         6.15.    Sub Licence Agreements

                  6.15.1.  Not to grant any sub licence of the rights hereby
                           granted without the prior consent of the Grantor nor
                           without submitting the proposed sub licence agreement
                           to the Grantor for the Grantor's approval and
                           (without limitation to the generality of the
                           foregoing) to include in any sub licence agreement it
                           may enter into pursuant to the obtaining of such
                           consent:-

                           (a)      Covenants by the sub licensee to observe and
                                    perform the terms and conditions contained
                                    in clauses 6.1 to 6.14 inclusive hereof and
                                    clause 8.1 hereof so far as the same in the
                                    opinion of the Grantor are applicable to and
                                    capable of observance and performance by
                                    such sub licensee

                           (b)      Provision for determination as hereinafter
                                    contained in clause 10 and for ipso facto
                                    determination in the event of and
                                    contemporaneously with the determination of
                                    this Agreement and the licence granted
                                    hereunder.

                           (c)      Provision for determination in the event of
                                    the acquisition of fifty per cent (50%) or
                                    more of any of the share voting rights in
                                    the sub licensee or in any holding company
                                    of the sub licensee being (in either case) a
                                    private limited company (but not a public
                                    limited company) by any person firm
                                    corporation or group of persons firms or
                                    corporations acting in concert directly or
                                    indirectly.

                  6.15.2.  To strictly enforce the performance by any sub
                           licensee of the Licensee of the terms of the relevant
                           sub-licence agreement.

7.       GRANTOR'S COVENANTS

         The Grantor covenants with the Licensee:

         7.1.     Meetings

                  7.1.1.   A representative of the Grantor shall meet with the
                           executive officers of the Licensee at least twice in
                           each Contract Year in London in England to inform the
                           Licensee of developments within



                                       17
<PAGE>

                           the Grantor's business and of its designs for its
                           other product ranges and details of trade marks
                           applied for and registered and to suggest to the
                           Licensee themes and ideas for the development of the
                           Licensed Products and for the advertisement and
                           promotion of the Licensed Products.

                  7.1.2.   The Grantor shall procure that Mr. Paul Smith shall
                           (during his life) be available to meet with
                           representatives of the Licensee to discuss
                           development of the Licensed Products for one half day
                           per month during the first eighteen months of the
                           Term and thereafter at times to be mutually agreed
                           between the Grantor and the Licensee.

                  7.1.3.   The Licensee shall bear the reasonable travelling
                           (first class air fares for Directors of the Grantor -
                           Business Class for other employees and consultants of
                           the Grantor) and subsistence costs of the Grantor's
                           representatives attending such meetings in pursuance
                           of this covenant and of any other meetings arranged
                           between representatives of the Grantor and of the
                           Licensee.

         7.2.     Personal Appearances

                  The Grantor shall procure the personal appearance of Mr Paul
                  Smith (during his life) at a limited number of events to be
                  agreed between the parties provided that the time and place of
                  such appearance shall have previously been confirmed by the
                  Grantor. The Licensee shall bear the reasonable travelling
                  (first class air fares for Directors of the Grantor -Business
                  Class for other employees and consultants of the Grantor) and
                  subsistence costs of the Grantor's representatives attending
                  such events in pursuance of this covenant

         7.3.     Restricted Information

                  To keep all Restricted Information confidential and
                  accordingly except as otherwise required by law not to
                  disclose any Restricted Information to any other person and
                  not to use any Restricted Information for any purpose other
                  than the performance of the Grantor's obligations under this
                  Agreement

8.       ASSIGNABILITY

         8.1.     The Licensee shall not have power at any time to assign this
                  Agreement or the whole or parts of its interest therein or in
                  any way charge mortgage or



                                       18
<PAGE>

                  deal with the rights hereby granted except with the written
                  consent of the Grantor. The grant to the Licensee herein
                  contained shall be deemed to be by way of licence only and
                  shall not confer on the Licensee any interest or rights in the
                  Trademarks.

         8.2.     The Licensee shall have the right to sell the Business with
                  the prior written consent of the Grantor and subject to the
                  conditions listed in sub-clause 8.3.

         8.3.     The conditions required to obtain the written consent of the
                  Grantor to the sale of the Business by the Licensee shall be
                  that:-

                  8.3.1.   any proposed purchaser shall submit his offer in
                           writing and shall be bona fide and at arms' length
                           and shall meet the Grantor's standards with respect
                           to business experience, financial status, character
                           and ability;

                  8.3.2.   the Licensee must at the time of its application for
                           consent not be in breach of any of its obligations to
                           the Grantor under the terms of this Agreement-,

                  8.3.3.   the Grantor shall be satisfied that the proposed
                           purchaser has adequate financial resources to perform
                           the obligations of licensee under this Agreement and
                           to enable it to trade profitably. The Grantor in so
                           satisfying itself shall not be taken to be making any
                           representations or giving any warranties to such
                           prospective purchaser;

                  8.3.4.   payment is made by the Licensee of all costs and all
                           obligations by or of the Licensee to the Grantor are
                           discharged without any right of deduction or set-off,
                           and

                  8.3.5.   the prospective purchaser offers to enter into a
                           licence agreement with the Grantor on the same terms
                           as this agreement for the unexpired period of the
                           Term.

         8.4.     The Licensee shall as soon as possible inform the Grantor of
                  its desire to sell the Business and submit to the Grantor a
                  copy of each written offer received from any proposed
                  purchaser to purchase the Business from the Licensee together
                  with:-

                  8.4.1.   a financial statement of affairs and the business
                           history of the proposed purchaser; and



                                       19
<PAGE>

                  8.4.2.   details of any other terms which may have been agreed
                           between the Licensee and the proposed purchaser.

         8.5.     Upon receipt of such notice accompanied by such items the
                  Grantor shall in addition to its other rights hereunder have
                  an option to purchase the Business for the same amount and
                  upon the same terms as the proposed purchaser has offered
                  (even if the Licensee subsequently receives a higher bid for
                  the Business). The Grantor shall have a period of fifteen (15)
                  days after receipt of such written notice and other items to
                  exercise its option to purchase by notice in writing to the
                  Licensee. The sale and purchase shall be completed within 75
                  days following the service of the Grantor's notice. The
                  Licensee shall notify the Grantor of any variation in the
                  terms offered by any prospective purchaser and the said period
                  of fifteen (15) days shall re-commence as from the date of
                  such notification of a variation in the offered terms. In this
                  clause the expression "the Business" shall include all assets
                  employed in or about the conduct of the Business including the
                  freehold or leasehold interest under which the Licensee
                  occupies any premises used in the Business.

         8.6.     If the Grantor shall not exercise the option hereinbefore
                  contained the Licensee shall be entitled within the period of
                  six months thereafter to proceed with its application to sell
                  the Business to a proposed purchaser upon the same or no more
                  favourable terms to the purchaser than those notified to Paul
                  Smith pursuant to sub-clause 8.4 hereof.

         8.7.     Upon the Grantor exercising the option contained in sub-clause
                  8.5 hereof and upon the satisfaction of the conditions
                  referred to in sub-clause 8.3 hereof the Grantor and the
                  Licensee shall each be deemed to have released the other from
                  the terms of this Agreement save for those provisions which by
                  their nature or effect survive termination. In addition the
                  Licensee shall be deemed to have released and discharged the
                  Grantor from and against all claims and demands whether or not
                  contingent which the Licensee may have against the Grantor
                  arising from this Agreement or otherwise in any way out of the
                  relationship between the Grantor and the Licensee.

         8.8.     For the purpose of this clause any change in the beneficial
                  ownership of the issued share capital or of the de facto
                  control of the Licensee shall be deemed to be an assignment.

         8.9.     Notwithstanding the previous provisions of this clause the
                  Licensee shall be permitted to assign the benefit, but subject
                  to the burden, of this



                                       20
<PAGE>

                  Agreement to another limited company of comparable financial
                  standing to the Licensee which is owned (in its entirety) by
                  either the Guarantor or the Licensee without the prior written
                  approval of the Grantor subject only to the assignee company
                  entering into a deed of adherence with the Grantor agreeing to
                  be bound by the agreements on the part of the Licensee
                  contained in this Agreement and agreeing to re-assign this
                  Agreement to the Licensee in the event of the company ceasing
                  to be wholly owned by the Licensee or the Guarantor. The deed
                  of adherence shall be prepared by the solicitors of the
                  Grantor at the cost of the Licensee and on the completion of
                  such deed of adherence the Grantor shall release the Licensee
                  named in this Agreement from any liability for any future
                  breach of the terms of this Agreement.

9.       SUPERVENING LAWS AND FORCE MAJEURE

         9.1.     The rights and obligations of the parties hereto under this
                  Agreement shall be subject to all applicable laws orders
                  regulations directions restrictions and limitations of
                  Governments or other bodies having jurisdiction over the
                  parties hereto.

         9.2.     If any such law order regulation direction restriction or
                  limitation as aforesaid or any treaty or other international
                  agreement or the final judicial construction of any of them
                  shall after the date of the execution hereof substantially
                  alter the relationship between the parties hereto or the
                  advantages derived from such relationship then the parties
                  shall on request from the adversely affected party modify this
                  Agreement to restore the situation if practicable or to
                  compensate for such alteration. If the parties are unable to
                  agree on such a modification within three months after the
                  notice of request has been received by the party not affected
                  then either party may refer the matter for determination by
                  the courts in conformity with clause 13 to the intent that the
                  court shall decide on such modifications or if they are unable
                  to do so shall make such order as seems to them just and
                  equitable in all the circumstances of the case.

         9.3.     If there is any total or partial failure of performance
                  hereunder by either party occasioned by strikes lockouts
                  combinations of workmen or any cause whatsoever beyond the
                  reasonable control of the party thereby affected then once the
                  cause has been notified by that party to the other such
                  failure shall not be deemed to be a breach of this Agreement
                  which shall continue in suspense or part performance for the
                  period during which such cause exists. As soon as practicable
                  after such notification the parties shall consult together to
                  decide how if at all the effects of the force majeure can be
                  mitigated. If the cause of such suspension or partial



                                       21
<PAGE>

                  performance exists for a period of more than six (6) months
                  and substantially affects the operation of this Agreement then
                  the party not claiming relief under this clause shall be at
                  liberty to terminate this Agreement on giving to the other
                  thirty (30) days' notice of its intention to do so and this
                  Agreement shall terminate on expiration of such notice.

10.      TERMINATION

         10.1.    The Grantor may terminate this Agreement summarily by written
                  notice to the Licensee if.-

                  10.1.1.  the Licensee or the Guarantor or any sub licensee of
                           the Licensee becomes insolvent or make any
                           arrangement or composition with its creditors or
                           become for any reason whatsoever legally permitted
                           not to pay its debts as they fall due or ceases to
                           exist as a separate legal entity or has an
                           administrative receiver or manager or administrator
                           appointed or does or suffers any act or thing
                           equivalent to any of the above;

                  10.1.2.  the Licensee or the Guarantor or any sub licensee of
                           the Licensee fails to pay:-

                           (a)      each instalment of the Royalty to the
                                    Grantor that falls due within 7 days of the
                                    due date for payment; or

                           (b)      any sum (other than the Royalty) to the
                                    Grantor that falls due within 7 days of
                                    written notice from the Grantor to the
                                    Licensee that the sum is due (or overdue)
                                    for payment;

                  10.1.3.  the Licensee grants a sub-licence of this Agreement
                           or a sub licensee of the Licensee assigns or grants a
                           sub licence of its sub licence without the necessary
                           consent of the Grantor or purports to do so;

                  10.1.4.  the Licensee or any sublicensee of the Licensee is
                           deprived of or disposes of its business or a
                           substantial part thereof, "substantial" for the
                           purposes of this sub-clause meaning a part
                           which in the last accounting year of the entity
                           represented 35% or more of the relevant entity's
                           turnover;

                  10.1.5.  the Licensee or the Guarantor or any sub licensee of
                           the Licensee has any restriction or limitation placed
                           on the existing powers of its



                                       22
<PAGE>

                           directors to manage its business or on the powers of
                           its shareholders to elect those directors;

                  10.1.6.  the Licensee commits any breach of this Agreement
                           (other than an obligation on the part of the Licensee
                           to pay any sum that falls due to the Grantor) and the
                           Licensee fails to commence to remedy or procure its
                           remedy within thirty (30) days of the Licensee having
                           received written notice from the Grantor requiring it
                           to do so and to have failed to complete the remedying
                           of such breach or to pay adequate compensation if the
                           breach cannot be remedied within sixty (60) days of
                           the receipt of such notice;

                  10.1.7.  the Licensee fails in any year of the Term to pay the
                           Minimum Royalty;

                  10.1.8.  the Guarantor ceases to retain (directly or
                           indirectly) more than 51% of the share voting rights
                           in the Licensee.

         10.2.    The Licensee may terminate the Agreement summarily by written
                  notice to the Grantor if the Grantor commits any breach of
                  this Agreement and fails to remedy it or pay adequate
                  compensation if the breach cannot be remedied in either case
                  within sixty (60) days of the Grantor having received written
                  notice from the Licensee requiring it to do so.

11.      RESIDUAL RIGHTS AND OBLIGATIONS

         11.1.    Termination for any reason of this Agreement shall be without
                  prejudice to any rights of either party against the other
                  arising out of events occurring before the date of such
                  termination.

         11.2.    Where this Agreement ends or is terminated on any ground all
                  the Licensee's rights hereunder shall thereupon terminate
                  shall not thereafter be concerned with the Licensed Products
                  whether by way of manufacture sale or otherwise.

         11.3.    Save as is hereinbefore set forth all rights and obligations
                  of the parties under this Agreement shall cease upon its
                  termination or expiry.

         11.4.    At the termination of the Agreement the Licensee shall
                  immediately cease and refrain from using the Trademarks or any
                  colourable imitation thereof in any trade name or on any goods
                  or in the advertising or promotion of any goods or services.



                                       23
<PAGE>

12.      GUARANTEE PROVISIONS

         12.1.    In consideration of the Grantor entering into this Agreement
                  with the Licensee at the request of the Guarantor, the
                  Guarantor hereby unconditionally and irrevocably guarantees to
                  the Grantor the full, prompt and complete payment by the
                  Licensee of all sums due to the Grantor pursuant to this
                  Agreement and the due and punctual performance by the Licensee
                  of all its obligations hereunder.

         12.2.    The guarantee contained in this Clause 12 is a continuing
                  guarantee and shall remain in force until all the obligations
                  of the Licensee under this Agreement have been fully performed
                  and all sums payable by the Licensee have been fully paid.

         12.3.    The Grantor may without any consent from the Guarantor and
                  without affecting the Guarantor's liability hereunder grant
                  time or indulgence to or compound with the Licensee or any
                  other person and the guarantee contained in this Clause shall
                  not be discharged nor shall the Guarantor's liability under it
                  be affected by anything which would not have discharged or
                  affected the Guarantor's liability if the Guarantor had been a
                  principal debtor or principal obligor to the Grantor instead
                  of a Guarantor.

         12.4.    If the Guarantor is unable to procure that the Licensee duly
                  and punctually performs its obligations hereunder then it
                  shall indemnify the Grantor in respect of all costs, damages.
                  charges and expenses incurred or suffered by the Grantor as a
                  result of any of the obligations of the Licensee under this
                  Agreement being or becoming void, voidable, unenforceable or
                  ineffective as against the Licensee for any reason, whether or
                  not known to the Grantor, the amount of such loss being the
                  amount which the Grantor would otherwise have been entitled to
                  recover from the Licensee.

         12.5.    It shall not be necessary, prior to seeking payment or
                  indemnification from the Guarantor under this guarantee, for
                  the Grantor to pursue or prosecute any claim it may have
                  against the Licensee and after any default by the Licensee the
                  Grantor may at any time make claims and/or take action
                  (whether in the Courts or otherwise) against the Guarantor as
                  if the Guarantor was a principal obligor to the Grantor under
                  this Agreement having joint and several liability with the
                  Licensee hereunder.

13.      NOTICES

         Every Notice consent or communication permitted or required to be
         served under this Agreement shall be in writing. Notices may be served
         by hand, by facsimile



                                       24
<PAGE>

         transmission or by pre-paid registered post. A notice served by hand or
         by facsimile transmission shall be deemed to be received at the moment
         of transmission provided that, in the case of facsimile transmission a
         copy of the notice is sent by pre-paid registered post to the addressee
         within twenty-four (24) hours after such service; a notice served by
         post shall be deemed to be received on the tenth Business Day after it
         has been posted to the address of the recipient party as set out in the
         preamble to this Agreement or to such other address as that party may
         from time to time designate in writing.

14.      LANGUAGE AND LAW

         This Agreement is written in the English language and shall be
         interpreted according to English law. The Courts of England shall have
         exclusive jurisdiction over it to which jurisdiction the parties hereby
         submit.

15.      ACTIONS FOR INFRINGEMENT

         15.1.    The Licensee agrees to assist the Grantor at the Grantor's
                  expense to the extent necessary in the procurement of any
                  protection by the Grantor of rights in the Trademark by
                  registration or otherwise or to protect any of the Grantor's
                  rights in and to the Trademarks. The Licensee shall forthwith
                  give notice in writing to the Grantor of any infringement
                  suspected or unauthorised use of the Grantor's Trademarks or
                  copyright.

         15.2.    The decision as to whether or not to take proceedings against
                  an infringer shall in all cases rest with the Grantor.

         15.3.    In the event the Licensee makes the Grantor aware of any
                  unfair competition or infringement by third parties the
                  Grantor shall control absolutely all litigation relating to
                  matters described in this clause 15. The Grantor may join the
                  Licensee as a party thereto. If the Grantor agrees to take
                  proceedings against an infringer it shall do so at its own
                  expense but if the Grantor elects not to take proceedings
                  against any infringer the Licensee shall have the right but
                  not the obligation to take such proceedings in the name of the
                  Grantor on giving the Grantor an indemnity as to costs. The
                  party not taking proceedings shall be obliged on request and
                  at its own cost to execute any documents and do any other
                  things reasonably necessary or desirable for the prosecution
                  of the action. The party bearing the cost of the proceedings
                  shall be entitled to any damages accruing from them.

         15.4.    In the event of a third party commencing litigation against
                  the Licensee for unfair competition and/or infringement
                  arising out of the use by the



                                       25
<PAGE>

                  Licensee in accordance with the terms of this Agreement of the
                  Trademarks in any country in which the Trademarks are
                  registered trademarks in respect of the Products the Grantor
                  shall indemnify and hold harmless the Licensee against any out
                  of pocket expenses (including reasonable attorney's fees)
                  directly incurred by the Licensee arising out of and/or
                  related to the use by the Licensee of the Trademarks in
                  accordance with the terms of this Agreement in the marketing
                  distribution and/or sale of the Licensed Products in those
                  countries subject to the following conditions:-

                  15.4.1.  The Licensee must promptly notify the Grantor in
                           writing of any allegation of infringement;

                  15.4.2.  The Licensee must make no admission without the
                           Grantor's written consent; and

                  15.4.3.  The Licensee must at the Grantor's request allow the
                           Grantor to conduct and if it decides to settle all
                           negotiations and litigation and must give the Grantor
                           all reasonable assistance.

16.      MISCELLANEOUS

         16.1.    Headings and commas used in this Agreement are for the purpose
                  of ease of reference or reading only and shall not affect its
                  interpretation.

         16.2.    This Agreement shall not be varied amended or supplemented
                  except by instrument in writing executed by the duly
                  authorized representatives of each of the parties.

         16.3.    The failure of any party hereto at any time to enforce the
                  terms provisions or conditions of this Agreement shall not be
                  construed as a waiver of the same or of the right of such
                  party to enforce the same.

         16.4.    Unless otherwise expressly stated any waiver of any of the
                  Licensee's or of the Guarantor's obligations under this
                  Agreement shall expire at the end of one year from the date on
                  which it was given.

         16.5.    If any provision of this Agreement is held by any court or
                  other competent authority to be void or unenforceable in whole
                  or part this Agreement shall continue to be valid as to the
                  other provisions thereof and the remainder of the affected
                  provision.



                                       26
<PAGE>

         16.6.    This Agreement constitutes the entire agreement between the
                  parties pertaining to the subject matter hereof and supersedes
                  all prior agreements and understandings of the parties hereto
                  in connection therewith.

         16.7.    Wherever in this Agreements terms documents materials and/or
                  proposals are submitted by one party to another unless
                  specifically stated to the contrary the party who receives
                  such submission shall have twenty days after receipt to
                  approve or disapprove such submission. If the party timely
                  disapproves such submission the disapproving party shall
                  notify the other party of its disapproval. In the event that
                  the receiving party neither approves nor disapproves the
                  submission in a timely manner the submission shall be deemed
                  approved.

         IN WITNESS whereof this Agreement has been executed as a deed on behalf
of the parties in accordance with their respective laws.



                                       27
<PAGE>

                                   Exhibit "A"

     Countries where the Trademarks are registered in respect of fragrances

COUNTRY
- ------------------------------------------------------------------------------

Argentina                                                     Thailand
Austria                                                       United Kingdom
Benelux
Croatia
France
Germany
Greece
Indonesia
Italy
Japan
Macau
Mexico
North Korea
Portugal
South Korea
Spain
Switzerland



                                       28
<PAGE>

EXECUTED AS A DEED by                        )
- ------------------
PAUL SMITH LIMITED                           )
- ------------------
acting by the following signatories:         )

              Director

              Director


EXECUTED AS A DEED by
INTER PARFUMS S.A.
acting by the following signatories

EXECUTED AS A DEED by
JEAN-PHILIPPE FRAGRANCES INC.
acting by the following signatories:-


<PAGE>

To:
Paul Smith Limited

Dear Sirs

In consideration of [ ] we hereby assign to Paul Smith Limited all the copyright
and all other rights (including goodwill) for all purposes throughout the world
in the works which F We have carried out for Inter Parfums S.A. ("the Licensee")
in connection with their licence for fragrances ("the Licence") and which I/We
will carry out for the Licensee in the future in connection with the Licence,
and I/We agree that I/We will execute any further documentation which may be
required to effect fully this assignment or to enable Paul Smith Limited to
apply for any registrations or extensions in connection with the works as Paul
Smith Limited thinks fit. I/We also hereby transfer any and all intellectual
property rights in connection with the works (including those of the
exploitation, printing and distribution) to Paul Smith Limited. This assignment
shall be for the full ten-n (including any extension of these rights).

I/We agree that Paul Smith Limited shall be entitled to use and exploit in any
way with my/our works and in whatever manner Paul Smith Limited thinks fit, and
shall be entitled to make any changes, additions or alterations that it may deem
necessary. I/We hereby ]irrevocably waive in Paul Smith Limited's favour all
Moral Rights (as set out in the Copyright, Designs and Patents Act 1988 or any
similar laws existing in any part of the world) in the works.

I/We agree that English law governs this agreement and that this agreement will
apply to any further works which I/ We undertake for the Licensee in connection
with the Licence in the future.

Yours faithfully,

Signed _______________________
Date _________________________
Name _________________________
Address ______________________
______________________________
______________________________



<PAGE>

<TABLE>
<CAPTION>
                             'PAUL SMITH' - CLASS 3

- ---------------------------------------------------------------------------------------------------

         TRADE MARKS - 'PAUL SMITH' CLASS 3 (TOILETRIES/FRANGRANCES ETC)


Country                             Reg. No.          Filing Date           Renewal      Status
- ---------------------------------------------------------------------------------------------------


<S>                                 <C>                 <C>                <C>            <C>
Argentina                           1554979             31.3.95            31.3.2005
Australia                            754526             10.2.98                          Pending
Austria                              139974             22.1.92            22.1.2002
Benelux                              500607             13.9.91            13.9.2001
Croatia                             Z971591             26.6.98           16.10.2007
France                              1563240             29.8.89              28.8.99
Germany                            11885322             21.8.89              21.8.99
Greece                                95676             19.9.89              19.9.99
Indonesia                            326993            30.10.93            30.4.2003
Italy                                581288             12.1.90            12.1.2000
Japan                               2134355             28.4.89             28.10.98     Renewed
                                                                                         Paid 10.6.98
Macau                              14-979-M              4.3.96             4.3.2006
Mexico                               400023             7.11.90            7.11.2000
North Korea                            8599             29.7.95            29.7.2005
Philippines                           99977              4.5.95                          Pending
Portugal                             253966            29.10.93           29.10.2003
Russia                             97715710            20.10.97                          Pending
South Korea                          238633             22.5.92            21.5.2002     Perfumery and
                                                                                         hair products
                                     238634             22.5.92            21.5.2002     Toiletries and
                                                                                         Dentifices
                                     337917             23.4.96            23.4.2006     {PS Logo}
                                     337918             23.4.96            23.4.2006     {PS Logo}
Spain                               1512729             20.7.89              20.7.99
                                    1326880              5.8.91             5.8.2001     {PS Logo}
Switzerland                          392654              9.9.91             9.9.2011
Thailand                           Kor22428             8.12.93            8.12.2003
United Kingdom                      2051161             12.1.96            12.1.2006
USA                                 1511432             8.11.88            8.11.2008

Community (EEC)                       45393              1.4.96                          Pending
- ---------------------------------------------------------------------------------------------------
</TABLE>