Exhibit 10.106.1

**COMMERCIAL LEASE**

 

 

**Subject to the Articles L 145.1 through L 145.60 of the NewCommercial lawand to the decree of September 30, 1953**

 

 

 

***BY AND BETWEEN THE UNDERSIGNED***

 

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

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

 

Bearer of Professional ID CardNo. G 989, bonded by SOCAMAB, 18 rue Beaurepaire PARIS 10th, the aforementionedcompany is represented by **Madame Mabe LE CHATELIER.**

 

> 
hereinafter                    "the Lessor",                    party of the first part,

 

***AND***

 

**- INTER PARFUMS SA Company**with capital of 12,816,594.00 Euros, enrolled in the Business Registry for PARISCompanies under No. B 350 219 382 of which the registered office is located at4/6 Rond Point des Champs Elysees 75008 Paris,

 

and represented by **MonsieurPhilippe SANTI**, duly authorized for the purposes herein in his capacity asAdministrative and Financial Director

 

> 
hereinafter "the Lessee",                    party of the second part,

 

 

 

 

**WHICH HEREBY AGREE TO THE FOLLOWING**

 

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

 

 

**DESIGNATION**

 

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

 

**-         A COMMERCIAL locale with**

 

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

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

Thereforeas far as the extra space which these places offer, it shall be understood, theaforementioned property is leased as seen / "as is", with no exceptions norreserve and without it being necessary to make of it here a fuller designation,the Lessee does hereby state that all this is well known to him and of which heshall have a detailed accounting drawn up, including all costs which shall be atthe expense of the lessee, within one month following the completion of anyremodeling work on the buildings.

Itis hereby specified that any error in designation above shall justify neitherreduction nor increase in the rent, the parties shall accept the Property as isand in its present condition. 

 

**DURATION OF LEASE**

 

This lease, which shall commence on **April 1, 2004**, is authorized for theduration of three, six or nine years, and shall expire on March 31, 2007, March31, 2010, or March 31, 2013, which date shall be the sole choice andresponsibility to be undertaken by the Lessee and if the Lessee wishes to changethe expiration from the first or the second three year period, he must give sixmonths notice.

Any leave must be accomplished though an extrajudicial act.

** PRICE**

 

The present lease is authorized andaccepted in return for an annual cash rent payment of **THREE HUNDRED ANDFIFTEEN THOUSAND EUROS (315,000.00 Euros),**

 

 

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

 

The aforementioned rent will beautomatically indexed on **the first of April every year** in accordance withthe fluctuation in index of costs to construct a building as is published by theNational Institute of the Statistics and the Economic Surveys (l'InstitutNational des Statistiques et des Etudes Economiques - INSEE) for the 3rdquarter of each year.

 

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

 

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

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

 

The payment ofthese charges shall be paid on a quarterlybasis in the amount of **NINEHUNDRED AND SIXTY FIFTEEN EUROS** (975.00 Euros), thefinal amount being established at the end of the fiscal year.

 

However, the annual tax on officesand trade on Ile de France, property tax, tax on household garbage collectionand possibly the tax for the removal of the industrial and commercial waste, arenot included in the provisions covering ordinary charges and are required once ayear.

 

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

 

Any delay in payment of the amountsdue, as well the rent payment itself and the additional charges will cause alate fee reminder to be issued.  The Lessee shall be wholly responsible forpayment of these charges, to wit: for the first reminder: 10 Euros, for the secondreminder: 20 Euros, in accordance with thetariffs currently in force on the day of the signature of these presents.

 

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

 

 

 

**DEPOSIT**

 

 

Moreover, upon signing the presentcontract, the Lessee shall provide as deposit, the amount of **SEVENTY-EIGHTTHOUSAND SEVEN HUNDRED AND FIFTY EUROS** (78,750.00 Euros) which is equivalentto three months of rent, excluding tax. 

 

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

 

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

 

 

 

 

**DEDUCTIONS FROMRENT**

 

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

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

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

 Moreover, the Lessee expressly commits to execute thework that is the object of this deduction, in compliance with applicableregulations (and in particular shall provide owner construction insurance, plusa coordinator to insure safety and protection of health) at his own expense andunder direction of the Lessor's architect, whose fees shall be theresponsibility of the Lessee.  

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

 

 

**RESOLUTORY CLAUSE**

 

It is expressly agreed that:

 1)    If any payment is in default within a singlerent term, charges, taxes and services, in its agreed upon payment amount, suchas in a case of infringement or non-fulfillment of one of the General or SpecialConditions outlined in the lease agreement, one month after notice is served andif the appropriate response does not take place, despite all later offers to payor execute, the present lease shall be automatically cancelled, in whatever wayappears satisfactory to the Lessor, with no need for any legal formality otherthan a simple ordinance of summary procedure issued by the President of theSupreme Court pronouncing expulsion, the aforementioned ordinance shall fulfillthe purpose of assuring its enforcement, not to issue the cancellation whichtakes place automatically if the Lessor deems it necessary.

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

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

** GENERAL CONDITIONS**

This lease is authorized andaccepted under the ordinary burden of law, according to the use of the locales,and moreover, in the following conditions the Lessee commits to carry out orsupport under penalty of cancellation, with no right to claim any compensationor reduction in rent, neither any recourse against the Lessor nor against hisinsurer.

 1.    Taking possession: TheLessee shall take possession of the locales rented in the state they arecurrently in, and shall not require that the Lessor make any changes to itsstate nor any repairs whatsoever, the structural work of the walls and floorsshall be the only obligation borne by the Lessor.  

 2.    Doors - Coverage: Sinceno request may be made for other doors or locks than those currently existing,the Lessee shall waive all recourse against the Lessor and against his insurer,in the event of robbery or burglary in the leased locales.

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

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

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

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

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

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

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

        The Lessee shall not make any change,installation, demolition, holes in walls, partitions, floors, nor sealingwithout the express and written consent of the Lessor.

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

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

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

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

        The cost of a possible modification to the rentedlocales must be covered as required by the administration, even if thisrequirement were unforeseeable and essential, as a consequence of an event offorce majeure.

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

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

Permitaccess to the rented locales, if need be, in order to perform cleaning of thedoorways, court yards, inspections of the elevator counterweights or other worknecessary to maintain good functionality in the building itself and in theoperation of all machinery.

Put upwith, without receiving any compensation, or reduction in rent, all work whichthe Lessor considers necessary or that is forced to perform, such as any nearbyconstruction or demolition, all blocked access, court yards or days ofinconvenience.

Allow thatall necessary pipelines cross through their cellars.

Filewithout delay, together with the cost, all formwork, decoration, installationsor removal of same, to be performed that may prove useful for research andrepair in the event of leakages of any kind, or of cracks in smoke orventilation channels, especially after a fire or smoke damage from a fire, andin general for the performance of the task.

If workproves to be necessary on all the piping, the Lessor reserves the right toreplace buried pipes with visible pipes.

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

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

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

7.      Furnishings: Make sure the locales rented arecontinually decorated with furniture, goods, and furnishings in sufficientquantity and worth to answer for the payment of the rent and for payment of feesand other conditions of the lease.

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

        Any relocation before the scheduled time isprohibited the Lessee, who, in all the cases, shall only be permitted to vacatethe locales rented after all obligations set forth in the present Contract havebeen fulfilled.

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

8 -1 - **Goods that are property of the Lessee**

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

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

8 - 2 - **Vis-a-Vis Third Parties**

The Lessee shall also ensure that third parties haveno recourse, also relinquishing any recourse against the Lessor in the eventthat goods belonging to a third party are partially or completely damaged or if they musttemporarily or completely cease activity.

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

8 - 3 - **Goods that are Property of the Lessor**

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

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

The Lessee shall reimburse the Lessor for anyadditional premium required, due to activities performed, and commits moreoverto notify the Lessor of all fixtures and fittings he has installed, apart frompledging responsibility with respect to the Lessor and in the event of adisaster, to make reparations for the damage undergone by the Lessor in theevent the guarantee is insufficient.

Since the premiums would be established as aguarantee for the totality of the building, with the exception of the additionalpremium required due to the activities performed, the total cost of which shallbe the responsibility of the lessee, the quota due from the Lessee shall be asstated in Article 4.1.9, to wit

8 - 4 - **Reciprocal Waivers**

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

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

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

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

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

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

        Pay all contributions and taxes precisely thatmay correspond to him personally.  Demonstrate, beforerelocation, to the Lessor or his agent that payment of taxes has been made, byproviding the Tax Collector receipt.

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

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

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

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

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

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

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

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

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

        Rigorously observe the rules of usage asestablished in Paris regarding vicinity.  Avoid allnoises, odors or other causes of embarrassment for the other occupants of thebuilding or the close buildings.

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

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

        No messy or noisy animals shall be allowed.

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

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

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

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

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

11.  (a): Air-conditioning:

 If a private air-conditioning system is installed inthe buildings, the Lessee must provide maintenance directly, without the Lessorhaving to ever intervene in any manner whatsoever, for the entire responsibilityof the air-conditioning system within the locales, as well as for its total orpartial replacement, so as to leave, after vacating the premises, theaforementioned system in good operating condition.

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

        The weight limits of this device must bestrictly adhered to.

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

        Its use is reserved for the tenants, thetransport of all materials or objects by the elevator is prohibited and it mustnot be used by delivery men or couriers.

        The Lessor shall bear no responsibility foraccidents which may occur because of the elevator, no matter what the causesare.

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

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

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

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

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

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

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

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

 15.     Transfer - Contribution - Sub-Lease: It shall notbe permitted to yield the right to the present lease unless it is to thepurchaser of the business, provided that such assignment is made in itsentirety, and with the obligation to remain as a guarantor and jointly andseverally responsible towards the Lessor for all subsequent assignees, both inrespect of payments of rent and in regard to fulfilling the general conditionsof the present lease.

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

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

        These stipulations will be applicable to allsuccessive transfers.

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

        No sub-leasing or domiciling, in part or intotality, shall be allowed, without obtaining prior written agreement from theLessor.

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

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

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

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

 4)      That the INTER PARFUMS company, upon vacatingthe premises that are the subject of this lease, make sure that they are madefree of any occupation; the locals form an indivisible whole through the commonintention of its parts.

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

 5)      The company INTER PARFUMS will thereforecontinue to be solely responsible with respect to the Lessor for any prejudicialconsequence. It shall guarantee strict fulfillment of the conditions above andcommits to pledge same in writing for any domiciled company, which it will havethe obligation to make known to the Lessor.

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

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

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

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

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

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

20.     Selection of Domicile: For the execution of thesepresents, the Lessee selects his domicile as the locales rented and the Lessorthe domicile of the Property Manager.  These domicilesare attributive of jurisdiction and all announcements and notifications shallvalidly be made there.

 

Created in three original copies

Executed in Paris on _____________

 

               THE LESSEE (1)                                                                  THE LESSOR (1)

 

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

Attachments: Blue-prints of the locales       Scale of the fees on the day of these presents.