EXCLUSIVE LICENCE AGREEMENT DATED JUNE 20, 1997
              BETWEEN S.T. DUPONT, S.A. AND INTER PARFUMS
              (ENGLISH TRANSLATION, EXCISED VERSION)



<PAGE>
                           EXCLUSIVE LICENCE AGREEMENT




BETWEEN


S.T. DUPONT S.A., A SWISS LIMITED LIABILITY COMPANY (SOCIETE ANONYME), WHICH
SHARE CAPITAL IS OF 100.000 FS AND IS INCORPORATED AT THE TRADE REGISTER OF
FRIBOURG, WITH ITS REGISTERED OFFICE AT - 20, RUE BEAUMONT - 1700 FRIBOURG -
SWITZERLAND -, HEREINAFTER REFERRED TO AS "STD", REPRESENTED BY MR. GUY MAGNIN,
DIRECTOR,

                                                                 ON THE ONE HAND

AND


INTER PARFUMS, A COMPANY ORGANIZED UNDER THE LAWS OF FRANCE, WHICH SHARE CAPITAL
IS OF 37.810.420 FRENCH FRANCS AND IS INCORPORATED AT THE TRADE REGISTER OF
PARIS UNDER NO B 350 219 382, WITH ITS REGISTERED OFFICE AT - 4, ROND-POINT DES
CHAMPS-ELYSEES - 75008 PARIS - FRANCE - HEREINAFTER REFERRED TO AS "INTER
PARFUMS", REPRESENTED BY MR PHILIPPE BENACIN, PRESIDENT,

                                                               ON THE OTHER HAND
WHEREAS
INTRODUCTION


STD, WHICH A FULLY-OWNED SUBSIDIARY OF S.T. DUPONT (HEREAFTER S.T.DUPONT PARIS),
IS THE OWNER OF THE TRADEMARK S.T.DUPONT, REGISTERED FOR PERFUMERY PRODUCTS. IN
THE WORLD'S LEADING NATIONS, S.T.DUPONT PARIS ENJOYS AN OUTSTANDING REPUTATION
ON THE BASIS OF THE QUALITY OF ITS VARIOUS PRODUCTS BEARING THE S.T.DUPONT NAME
AND INTENDS TO MAINTAIN THIS REPUTATION DURING THE COURSE OF THE CONTRACT.

INTER PARFUMS IS INTERESTED TO EMPLOY THE TRADEMARK S.T.DUPONT FOR PERFUMES
INTENDING TO MARKET SUCH PRODUCTS IN CONSIDERATION AND BY UTILIZATION OF THE
S.T.DUPONT PARIS REPUTATION AND IMAGE.

                                      1/12


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IN CONSIDERATION OF THIS, THE CONTRACTUAL PARTNERS MUTUALLY AGREE TO THE
FOLLOWING:


1.      DEFINITIONS

        FOR THE PURPOSE OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
        RESPECTIVE MEANINGS INDICATED HEREUNDER:


        THE TERM TRADEMARKS SHALL MEAN THE S.T.DUPONT AND D TRADEMARKS, AND
        OTHER VARIOUS TRADEMARKS BELONGING TO STD, AND MORE PARTICULARLY
        DESCRIBED ON ARTICLE 12 HEREAFTER.

        THE TERM PRODUCTS SHALL MEAN PERFUMES, EAUX DE TOILETTES, PARFUMS DE
        TOILETTE AND PERFUME-RELATED PRODUCTS WITH THE EXCLUSION OF MAKE-UP AND
        SKIN-CARE PRODUCTS.

        THE TERM PRODUCTS ENVIRONMENT SHALL MEAN PERFUME BOTTLES AND PERFUMES
        AND PERFUME RELATED PRODUCTS PACKAGINGS.

        THE TERM TERRITORY SHALL MEAN THE WHOLE WORLD, INCLUDING SALES THROUGH
        DUTY-FREE OUTLETS.

        THE TERM STD'S FINANCIAL YEAR SHALL MEAN THE PERIOD BETWEEN LST APRIL OF
        EACH YEAR AND 31 MARCH OF THE FOLLOWING YEAR.

        THE TERM CONTRACT YEAR SHALL MEAN THE PERIOD BETWEEN 1 ST JULY OF EACH
        YEAR AND 30 JUNE OF THE FOLLOWING YEAR.


2.       SUBJECT OF THE LICENCE

2.1.     STD GRANTS INTER PARFUMS THE EXCLUSIVE RIGHT TO USE THE TRADEMARKS FOR
         THE MANUFACTURE AND SALE OF THE PRODUCTS.

         IT IS AGREED THAT, IN THE CASE STD DECIDES TO ENLARGE THE RANGE OF
         THOSE GOODS TO MAKE-UP AND SKIN-CARE PRODUCTS OR OTHER GOODS BELONGING
         TO THE SAME FIELD OF PERFUMES BUSINESS, STD WOULD PRIOR PROPOSE TO
         INTER PARFUMS AN EXTENSION OF THAT TRADEMARK LICENCE TO SUCH GOODS,
         SUBJECT TO MUTUAL AGREEMENT ON REVISED TERMS AND CONDITIONS. INTER
         PARFUMS WILL BE FREE TO ACCEPT OR REFUSE THAT PROPOSITION, WITHIN A
         PERIOD OF 3 (THREE) MONTHS FROM THE DATE ON WHICH STD MAKES THE FIRST
         PROPOSAL. SHOULD INTER PARFUMS REFUSE THAT PROPOSITION, OR FAIL TO
         CONFIRM ACCEPTANCE IN WRITING OR OTHERWISE FAIL TO AGREE TERMS WITH STD
         IN THIS REGARD WITHIN SUCH 3 MONTHS, STD SHALL BE FREE TO MAKE THIS
         PROPOSITION TO A THIRD PARTY.

         IN THIS CONTEXT "EXCLUSIVE" MEANS THAT FOR THE DURATION OF THIS
         AGREEMENT STD WILL NOT GRANT ANY FURTHER LICENCES FOR THE MANUFACTURE
         AND/OR SALE OF PRODUCTS UNDER THE TRADEMARKS.



                                      2/12


2.2.      IT IS UNDERSTOOD AND AGREED BY INTER PARFUMS THAT S.T.DUPONT PARIS
          RESERVES THE RIGHT TO OPEN, ANYWHERE IN THE WORLD, BOUTIQUES UNDER THE
          S.T.DUPONT NAME, SUCH BOUTIQUES SELLING THE WHOLE RANGE OF S.T.DUPONT
          PARIS PRODUCTS. INTER PARFUMS UNDERTAKES TO DIRECTLY SUPPLY THE
          BOUTIQUE WITH THE
                                      2

<PAGE>

          PRODUCTS REGARDLESS OF THE LEGAL RELATIONSHIP BETWEEN STD, OR
          S.T.DUPONT PARIS, AND THE BOUTIQUE IN QUESTION. INTER PARFUMS WILL
          DULY INFORM ITS DISTRIBUTORS OF SUCH EXCEPTION OF THE EXCLUSIVE RIGHTS
          THAT INTER PARFUMS MAY HAVE GRANTED TO THEM IN THEIR TERRITORY. IN
          SUCH CASE, INTER PARFUMS WILL SELL THE PRODUCTS TO STD, OR S.T.DUPONT
          PARIS, OR TO ANY DISTRIBUTOR OR AFFILIATE DESIGNATED BY STD, AT
          WHOLESALE PRICE MINUS 10 (TEN) %.


3.       INTER PARFUMS'S OBLIGATIONS

3.1.     INTER PARFUMS IS OBLIGED TO USE THE LICENCE AND TO UNDERTAKE ACTIVE
         MANUFACTURING AND MARKETING ACTIVITIES.

3.2      INTER PARFUMS UNDERTAKES TO HAVE THE PRODUCTS, TOGETHER WITH THE
         PERFUME EXTRACTS, MADE IN FRANCE EXCLUSIVELY.

3.3.     INTER PARFUMS UNDERTAKES TO TAKE ALL NECESSARY STEPS TO ENSURE THAT,
         BEFORE THE END OF 18 (EIGHTEEN) MONTHS FOLLOWING THE EFFECTIVE DATE OF
         THE PRESENT AGREEMENT, THE FIRST LINE OF PERFUMES WILL BE LAUNCHED AND
         DISTRIBUTED EXTENSIVELY IN THE FOLLOWING COUNTRIES : E.E.C. (FRANCE,
         UNITED KINGDOM, BELGIUM, NETHERLANDS, LUXEMBURG, SWEDEN, DENMARK,
         GERMANY, GREECE, EIRE, ITALY, SPAIN, PORTUGAL, FINLAND, AUSTRIA),
         JAPAN, HONG KONG, SINGAPORE, TAFWAN, MALAYSIA, KUWAIT, SAUDI ARABIA,
         UNITED ARAB EMIRATES.

3.4      INTER PARFUMS UNDERTAKES TO TAKE ALL NECESSARY STEPS TO ENSURE THAT,
         BEFORE THE END OF 36 (THIRTY-SIX) MONTHS FOLLOWING THE EFFECTIVE DATE
         OF THE PRESENT AGREEMENT, THE PRODUCTS WILL BE WIDELY DISTRIBUTED AT
         LEAST, BUT NOT LIMITED TO, IN THE FOLLOWING COUNTRIES: EUROPE (EEC PLUS
         SWITZERLAND), USA, CANADA, MEXICO, BRAZIL, ARGENTINA, CHILE, JAPAN,
         HONG KONG, SINGAPORE, TAFWAN, MALAYSIA, SOUTH KOREA, AUSTRALIA, SAUDI
         ARABIA, KUWAIT, UNITED ARAB EMIRATES, LEBANON, TOGETHER WITH A
         SIGNIFICANT PRESENCE IN THE DUTY-FREE OUTLETS.

3.5.     INTER PARFUMS WILL HAVE TO REACH, WITHIN THE PERIOD OF 18 (EIGHTEEN)
         MONTHS AFTER THE EFFECTIVE DATE OF THE LAUNCHING OF THE FIRST MARKET, A
         CUMULATIVE TURNOVER (NET SALES WITHOUT TAXES) XXXXXXXX.


4.       DURATION

4.1.     THIS AGREEMENT SHALL COME INTO EFFECT ON LST JULY 1997 FOR A PERIOD OF
         ELEVEN (11) YEARS, AND SUBJECT TO ARTICLE 4.2, SHALL TERMINATE ON JUNE
         30 , 2008.


                                      3/12



4.2.     36 (THIRTY-SIX) MONTHS BEFORE THE EXPIRATION OF THE AGREEMENT AS

         PROVIDED IN ARTICLE 4.1, THE PARTIES WILL MEET IN ORDER TO NEGOTIATE
         THE RENEWAL OF THE AGREEMENT. IN CASE THE PARTIES CANNOT REACH A
         WRITTEN AGREEMENT ON RENEWAL FOR ANY REASON BEFORE THE DATE OF JUNE
         30, 2006, THE PRESENT AGREEMENT SHALL BE TERMINATED ON THE DATE
         INDICATED IN ARTICLE 4.1 ABOVE.


5.      SUBSUPPLIERS

                                        3

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         INTER PARFUMS IS ALLOWED TO BOTH HAVE THE CONTRACT PRODUCTS
         MANUFACTURED -PARTIALLY OR COMPLETELY- BY THIRD PARTIES AS SUBSUPPLIERS
         OR HAVE THEM MARKETED BY THIRD PARTIES AS MARKETING AGENTS AND
         DISTRIBUTORS, ALL OF WHOM SHALL BE SUBJECT TO STD'S PRIOR WRITTEN
         CONSENT, AND AT THE FOLLOWING EXPRESS CONDITIONS :

        - THAT INTER PARFUMS UNDERTAKES THAT THOSE POSSIBLE MANUFACTURERS SHALL
        AGREE IN WRITING TO HAVE THE PRODUCTS, TOGETHER WITH THE PERFUMES
        EXTRACTS, MADE IN FRANCE EXCLUSIVELY,
        -THAT INTER PARFUMS UNDERTAKES TO HAVE ITS SUBSUPPLIERS TO AGREE IN
        WRITING TO COMPLY WITH THE GLOBAL PROVISIONS OF THIS AGREEMENT,
        -AND THAT STD WILL BE REGULARLY, AND WHENEVER ON DEMAND BY STD, DULY
        INFORMED OF THE LIST OF ALL THOSE POSSIBLE SUBSUPPLIERS, MARKETING
        AGENTS AND DISTRIBUTORS.

6.       LICENCE FEES

6.1.     IT IS AGREED THAT, ON THE DATE OF SIGNATURE OF THIS LICENCE AGREEMENT,
         INTER PARFUMS SHALL PAY TO STD A SETUP CHARGE OF XXXXXXX LESS ANY
         WITHHOLDING TAX. THIS AMOUNT SHALL BELONG TO STD ABSOLUTELY AT ALL
         TIMES, WHATEVER THE ISSUE OF THE PRESENT AGREEMENT WILL BE, AND INTER
         PARFUMS SHALL NOT HAVE THE RIGHT TO ASK FOR A REFUND OF A PART OR OF
         THE WHOLE OF THE SAID AMOUNT, FOR ANY REASON WHATSOEVER.

6.2.     INTER PARFUMS SHALL PAY TO STD A LICENCE ROYALTY FOR THE RIGHTS GRANTED
         TO IT UNDER THIS AGREEMENT, AS FOLLOWS :

         O XXXXXXX CALCULATED ON INTER PARFUMS'S YEARLY TURNOVER FOR THE SALE OF
         THE PRODUCTS FROM 1 FF TO 50.000.000 FF, AND

         O XXXXXXX CALCULATED ON INTER PARFUMS'S YEARLY TURNOVER FOR THE SALE OF
         THE PRODUCTS ABOVE 50.000.000 FF.

        THE LICENCE ROYALTIES SHALL BE CALCULATED FROM THE NET-TOTALS INVOICED,
        BY INTER PARFUMS, HEAD OFFICE AND SUBSIDIARIES, TO THEIR CLIENTS,
        INCLUDING STD'S ORDERS, EXCLUDING POINT OF SALE MATERIAL AND PROMOTIONAL
        GIFTS WHICH WILL NOT EXCEED 10 % OF TOTAL SALES, WITHOUT ANY
        SALES/SURPLUS TAXES, FREIGHT AND EXTRA COSTS AND AFTER DEDUCTION OF ANY
        LEGITIMATE RETURNS. PAYMENTS SHALL BE MADE IN FRENCH FRANCS, AFTER
        DEDUCTION OF ANY WITHHOLDING TAXES.



                                      4/12



6.3.     INTER PARFUMS SHALL PAY TO STD THE FOLLOWING MINIMUM LICENCE ROYALTIES,
         FOR THE FIRST PERIOD OF TEN YEARS, BY QUARTERLY PAYMENTS ON 30 OCTOBER,
         31 JANUARY, 30 APRIL AND ON 31 JULY OF EACH YEAR:

           XXXXXX

6.4      INTER PARFUMS UNDERTAKES, AT THE DATES SET IN ARTICLE 6.3 ABOVE, TO
         RENDER QUARTERLY ACCOUNTS, SHOWING THE EXACT AMOUNT CALCULATED
         ACCORDING TO ARTICLE 6.2 ABOVE, OF LICENCE ROYALTIES. AT THE SAME
         DATES, INTER PARFUMS WILL PAY TO STD THE EXACT AMOUNT OF ROYALTIES IF
         IT IS HIGHER THAN THE MINIMUM GUARANTEED ROYALTIES SET IN ARTICLE 6.3
         ABOVE. IF THE AMOUNT IS LOWER, THEN INTER PARFUMS WILL PAY TO STD THE
         MINIMUM GUARANTEED ROYALTIES FOR THAT DATE. HOWEVER, THIS QUARTERLY
         PAYMENT MAY BE LOWER THAN THE MINIMUM GUARANTEED FOR THE SAME QUARTER,
         IN THE CASE
                                       4

<PAGE>

         WHERE THE ADDITION OF THE SUMS ALREADY PAID DURING THE SAME CONTRACT
         YEAR, IS HIGHER THAN THE ADDITION OF THE SUMS THAT MUST ACTUALLY BE
         PAID BY INTER PARFUMS FOR THE SAME PERIOD.

6.5.     IT IS UNDERSTOOD THAT THE BALANCED ROYALTY ACCOUNT WILL BE SETTLED
         EVERY YEAR, WITHIN A PERIOD OF 3 (THREE) MONTHS AFTER THE END OF THE
         PREVIOUS CONTRACT YEAR.

6.6.     INTER PARFUMS SHALL TO RENDER AT ITS OWN COST ANNUAL AUDITED ACCOUNTS
         AS TO THE LICENCE FEE. THIS MUST BE COMPLETED BY THE END OF THE THIRD
         MONTH FOLLOWING THE CLOSING OF EACH CONTRACT YEAR.

6.7.     INTER PARFUMS WILL MAINTAIN COMPLETE AND PRECISE RECORDS OF ALL LICENCE
         RELATED SALES AND ALLOW AN AGENT OR ANY AUTHORISED REPRESENTATIVE OF
         STD TO EXAMINE THESE RECORDS, FROM TIME TO TIME, TO COPY THEM AND TO
         MONITOR THE CORRESPONDING ENTRIES IN INTER PARFUMS'S ACCOUNTS. THE
         COSTS OF THE AUDIT WILL BE BORNE BY INTER PARFUMS, WHEN IT CAN BE SHOWN
         THAT THE LICENCE FEES CALCULATED BY INTER PARFUMS ARE 10 (TEN) % OR
         MORE BELOW THOSE DECLARED FOR THE PERIOD UNDER EXAMINATION.

6.8.     SHOULD INTER PARFUMS BE LATE IN ITS QUARTERLY AND/OR YEARLY PAYMENTS,
         PENALTY FOR LATE PAYMENT WOULD BECOME PAYABLE AT THE RATE OF PIBOR 3
         MONTHS.


7.    MARKETING PLAN

      INTER PARFUMS SHALL FORWARD TO STD FOR ITS APPROVAL ONCE A YEAR, NO LATER
      THAN 31ST OCTOBER, A MARKETING PLAN FOR THE FOLLOWING CALENDAR YEAR WHICH
      WILL FEATURE AMONG OTHERS:


      -    ITS PROPOSITIONS ON PRODUCT RANGES, PRICES, DISCOUNT PROPOSALS,
           DISTRIBUTION AND COMMUNICATION,
      -    ITS POSSIBLE WISHES CONCERNING THE TRADEMARKS FOR NEW LINES OF
           PRODUCTS (AS DESCRIBED IN ARTICLE 12.2 HEREUNDER),
      -    A REVISED SALES FORECAST FOR THE NEXT YEAR, - THE ADVERTISING
           BUDGET FOR THE NEXT YEAR.


     5/12


8.      MARKETING CHANNELS

        INTER PARFUMS UNDERTAKES THAT THE PRODUCTS SHOULD BE MARKETED VIA
        SUPERIOR TRADE OUTLETS, AT A PRICE POINT WHICH FITS WITH THE HIGH
        POSITIONING OF THE BRAND, WHICH ARE EXCLUSIVE PERFUMERIES, DEPARTMENT
        STORES AND OTHER EXCLUSIVE OUTLETS WHICH, WITHIN 18 MONTHS AFTER LST
        JULY 1997, WILL CARRY THE DISTRIBUTION OF PRODUCTS FROM AT LEAST FIVE OF
        THE OTHER PREMIUM FOLLOWING FRAGRANCE BRANDS : CHANEL, DIOR, BOUCHERON,
        HERMES, CARTIER, GUERLAIN, ST LAURENT, GIVENCHY, NINA RICCI, ESTEE
        LAUDER, CLINIQUE, CACHAREL, RALPH LAUREN, AZZARO, PACO RABANE, ISSEY
        MIYAKE. IN ADDITION, THE CONTRACTUAL PARTNERS WILL MEET TO AGREE ON
        DISTRIBUTION POLICY AT INTERVALS, WITH A MINIMUM OF ONE MEETING EVERY 12
        MONTHS.

  9.     CREATION OF THE PRODUCTS

  9.1.     IN ORDER TO PRESERVE THE STD'S IMAGE, INTER PARFUMS GRANTS TO STD AN
           ABSOLUTE VETO RIGHT ON THE CHOICE OF THE PRODUCTS.

                                       5

<PAGE>

  9.2.     INTER PARFUMS WILL BE FREE FOR THE SELECTION OF THE CREATOR, ON THE
           EXPRESS CONDITION THAT THIS CREATOR SHALL BE REGARDED AS ONE OF THE
           MOST TALENTED ONES IN THIS FIELD, OF THE PERFUME EXTRACTS AND OF THE
           PERFUME BOTTLES AND PACKAGINGS.

  9.3.     INTER PARFUMS UNDERTAKES TO CLOSELY INFORM AND WORK AND CONSULT WITH
           STD AS TO ALL THE STEPS OF THE CREATION AND CHOICE OF THE PERFUMES
           AND OF THE BOTTLES AND PACKAGINGS, AND IN PARTICULAR, TO SUBMIT TO
           STD FOR ITS WRITTEN APPROVAL FOR ITS CHOICE AND ITS POSSIBLE
           SUGGESTIONS FOR MODIFICATIONS, A SELECTION OF THE PRODUCTS AND THEIR
           ENVIRONMENT.

  9.4.     INTER PARFUMS WILL FURNISH TO STD, FOR CHECKING, THE SAMPLES OF THE
           PRODUCTS AND OF THEIR ENVIRONMENT BEFORE THEIR MARKETING. INTER
           PARFUMS FURTHER UNDERTAKES TO ONLY MARKET PRODUCTS DULY APPROVED IN
           WRITING BY STD.

  9.5.     PERFUME EXTRACTS, PERFUMES, PERFUME BOTTLES, PACKAGINGS, AND MORE
           GENERALLY THE INGREDIENTS OF THE PRODUCTS AND THE PRODUCTS

           ENVIRONMENT, WILL BE EXCLUSIVE TO STD, EVEN AFTER THE EXPIRATION OF
           THE PRESENT AGREEMENT. INTER PARFUMS UNDERTAKES TO ENSURE THAT THE
           CREATOR UNDER ARTICLE 9.2 SHALL NOT BE ENTITLED TO ANY INTELLECTUAL
           PROPERTY RIGHTS IN ANY OF THE PRODUCTS OR PRODUCTS ENVIRONMENT OR ANY
           OF THE RELATED PERFUME EXTRACTS, AND TO HAVE ALL RIGHTS ATTACHED TO
           THE PRODUCTS AND THE PRODUCTS ENVIRONMENT ASSIGNED TO STD. AT THE
           EXPIRATION OF THE PRESENT AGREEMENT, INTER PARFUMS UNDERTAKES TO GIVE
           TO STD THE NAME AND ADDRESS OF THE MANUFACTURER OF THE PERFUME
           EXTRACT, AND ITS REFERENCE(S). STD WILL BE FREE TO TAKE CONTACT WITH
           THE MANUFACTURERS OF THE PERFUME EXTRACT, OF THE PRODUCTS AND OF THE
           PRODUCTS ENVIRONMENT, IN ORDER TO HAVE THE PRODUCTS AND THE PRODUCTS
           ENVIRONMENT MANUFACTURED, DIRECTLY OR NOT, WITHOUT HAVING TO GIVE TO
           INTER PARFUMS ANY INDEMNITY WHATSOEVER.

                                      6/12

                                      6
<PAGE>

9.6.       STD WILL HAVE THE OPTION TO FILE, AT ITS OWN COSTS, AND ON ITS NAME,
           ANY DESIGN OR TRADEMARK APPLICATION, ON THE PERFUME BOTTLES AND/OR ON
           THE PACKAGINGS. INTER PARFUMS UNDERTAKES TO PROVIDE TO STD, AT STD'S
           REQUEST, ANY SIGNATURE OR AUTHORIZATION FOR THAT PURPOSE.


10.     ADVERTISING, ADVERTISING MATERIAL

 10.1.  IN ORDER TO GUARANTEE THE COHERENT NATURE OF THE VISUAL IMAGE OF ALL
        ARTICLES SOLD UNDER THE TRADEMARKS, INTER PARFUMS WILL SUBMIT TO STD
        FOR ITS WRITTEN APPROVAL THE ADVERTISING AGENCY CHOSEN, AND ALL
        ADVERTISING MATERIAL FOR THE PRODUCTS, PRIOR TO THEIR EMPLOYMENT OR
        USE. INTER PARFUMS FURTHER UNDERTAKES TO ONLY USE AN ADVERTISING
        MATERIAL CONSISTENT WITH THE ONE USED BY STD, AND APPROVED BY STD.

        10.2.     INTER PARFUMS UNDERTAKES TO INVEST AT LEAST XXXXXXX FOR THE
                  SECOND AND THE THIRD YEAR OF THIS AGREEMENT, AND XXXXXX FOR
                  THE FOLLOWING YEARS, OF ITS ANNUAL SALES UNDER LICENCE, AS
                  DEFINED IN PARAGRAPH 6.1., FOR THE ADVERTISING OF THE
                  PRODUCTS. THIS ADVERTISING BUDGET WILL INCLUDE: EXPENSES ON
                  POINTS OF SALE (SHOW-WINDOWS, VISUALS, BEAUTY CONSULTANTS),
                  MEDIA EXPENSES (MAGAZINES, NEWSPAPERS ... ), SAMPLES AND
                  TESTERS, EXPENSES FOR PUBLIC RELATIONS.

        10.3.     INTER PARFUMS UNDERTAKES TO HAVE ITS DISTRIBUTORS INVEST AT
                  LEAST XXXXXX FOR THE SECOND AND THE THIRD YEAR OF THIS
                  AGREEMENT, AND XXXXX FOR THE FOLLOWING YEARS, OF THEIR ANNUAL
                  TURNOVER FOR THE ADVERTISING OF THE PRODUCTS.

        10.4.     INTER PARFUMS UNDERTAKES THAT, ON BASIS OF REPARTITION FIXED
                  IN APPENDIX 3, SUCH TOTAL ADVERTISING BUDGET (INTER PARFUMS
                  AND ITS DISTRIBUTORS) WILL NOT BE LOWER THAN XXXXXXX FOR THE
                  SECOND CONTRACT YEAR AND THAN XXXXXXX EACH YEAR, FROM THE
                  THIRD TO THE SIXTH CONTRACT YEAR. FROM THE SEVENTH CONTRACT
                  YEAR, INTER PARFUMS UNDERTAKES THAT THE ADVERTISING BUDGET

                  WILL NOT BE LOWER THAN XXXXXXXXX.

        10.5.      REPORTS, PUBLICATIONS AND INFORMATION TO THIRD PARTIES THAT
                  ARE RELATED SPECIFICALLY TO THIS CONTRACT, OR GENERALLY TO THE
                  COOPERATION BETWEEN INTER PARFUMS AND STD, MUST HAVE THE PRIOR
                  WRITTEN APPROVAL OF STD.

        10.6.     INTER PARFUMS WILL SUBMIT TO STD'S PRIOR APPROVAL, BEFORE
                  THEIR USE, ALL THE DISPLAY MATERIAL (SUCH AS DISPLAYS, PACKING
                  CASES, CATALOGUES, ETC). INTER PARFUMS UNDERTAKES TO ONLY USE
                  A DISPLAY MATERIAL CONSISTENT WITH THE ONE USED BY STD, AND
                  APPROVED BY STD IN WRITING.

        10.7.     INTER PARFUMS WILL FORWARD TO STD EACH YEAR, BEFORE THE 31
                  AUGUST A COMPLETE REPORT ON THE ADVERTISING INVESTMENTS MADE
                  DURING THE YEAR BEFORE, AND ALL THE CORRESPONDING PRESS
                  CUTTINGS WILL BE AT THE DISPOSAL OF STD AT INTER PARFUMS'S
                  OFFICES.

11. PRODUCTS, LINES OF PRODUCTS


                                      7/12


11.      1. IN ORDER TO PROTECT THE STD'S IMAGE, THE GLOBAL POSITION OF THE
         PRODUCTS, INCLUDING PRICE AND DISCOUNT POSITION, WILL BE SET UP BY BOTH
         PARTIES.


                                      7
<PAGE>


11.2.    INTER PARFUMS UNDERTAKES TO CONTINUOUSLY KEEP AN AVAILABLE STOCK OF
         PRODUCTS FOR THE SALE, OF ABOUT THREE (3) MONTHS OF SALES.

11.3. INTER PARFUMS UNDERTAKES TO TAKE ALL NECESSARY STEPS IN ORDER TO

        - PROPOSE AT LEAST TWO LINES OF PRODUCTS, FOR MEN AND WOMEN, AND TO
        - EXTEND AS MUCH AS POSSIBLE IN THE FUTURE THE RANGE OF LINES OF THE
          PRODUCTS.

12.     TRADEMARKS

12.1.   INTER PARFUMS RECOGNISES THE CURRENT AND FUTURE RIGHTS OF STD ON THE
        TRADEMARKS, INCLUDING, BUT NOT LIMITED TO, THE TRADEMARKS DESCRIBED
        HEREUNDER IN ARTICLE 12.2 AND WILL NEITHER CONTEST THIS FACT NOR
        INSTIGATE ANY CONTESTATION. THE CONTRACTUAL PARTNERS AGREE THAT ALL
        RIGHTS RELATED TO THE TRADEMARKS, DERIVING FROM THEIR USE BY INTER
        PARFUMS, ARE THE SOLE PROPERTY OF STD.

        INTER PARFUMS UNDERTAKES TO USE THE TRADEMARKS ONLY IN RELATION WITH THE
        PRODUCTS, THE PRODUCTS ENVIRONMENT, THEIR SALE AND THEIR PROMOTION

        EXCLUSIVELY.

        INTER PARFUMS UNDERTAKES NOT TO REGISTER OR HAVE REGISTERED THE
        TRADEMARKS IN HIS OWN NAME.

        INTER PARFUMS UNDERTAKES TO USE THE S.T.DUPONT AND D TRADEMARKS ONLY IN
        THE EXACT FORM AS IT IS SPECIFIED IN APPENDIX 1.

        FOR ANY USE OF THE TRADEMARKS COMBINED WITH ANOTHER NAME, TRADEMARK,
        LOGO, SIGN OR ELEMENT, INTER PARFUMS WILL ASK FOR PRIOR WRITTEN APPROVAL
        BY STD.

        INTER PARFUMS FURTHER UNDERTAKES TO ASK FOR STD'S PRIOR WRITTEN APPROVAL
        FOR ANY USE OF THE TRADEMARKS ON ITS STATIONARY.

12.2.   SHOULD THE CHOICE AND THE REGISTRATION OF ONE OR SEVERAL NEW TRADEMARKS
        FOR THE DIFFERENT LINES OF PRODUCTS BECOME NECESSARY, INTER PARFUMS WILL
        SUBMIT TO STD IN THE MARKETING PLAN DESCRIBED IN ARTICLE 7 ABOVE ALL
        DETAILS CONCERNING THOSE NEW TRADEMARKS, FOR STD'S PRIOR WRITTEN
        APPROVAL. INTER PARFUMS UNDERTAKES TO BE REASONABLE AS REGARDS ITS
        WISHES FOR SUCH NEW TRADEMARKS, AND IN ANYWAY NOT TO PLAN THE
        APPLICATION OF MORE THAN ONE NEW TRADEMARK FOR EACH STD'S FINANCIAL YEAR
        WITH A MAXIMUM OF FOUR NEW TRADEMARKS FOR THE DURATION OF THE AGREEMENT.
        IT IS UNDERSTOOD THAT THE PRESENT AGREEMENT WILL BE EXTENDED TO SUCH NEW
        TRADEMARKS.

        INTER PARFUMS WILL PROPOSE TO STD SEVERAL NAMES AND/OR LOGOS FOR THOSE
        NEW TRADEMARKS, WHICH WILL BE CHECKED PREVIOUSLY BY INTER PARFUMS IN
        ORDER TO MAKE SURE THAT THERE IS NO PRIOR REGISTRATIONS OF THE SAME
        NAMES AND/OR LOGOS, IN THE COUNTRIES OF APPLICATIONS, AND THAT THEY MAY
        BE REGISTERED. STD WILL BE FREE TO REFUSE

                                      8/12

        ANY NAME AND/OR LOGO, FOR WHATEVER REASON. STD WILL FILE THOSE NEW
        TRADEMARKS APPLICATIONS ON ITS NAME, SUBJECT TO STD'S DISCRETION, AT ITS
        OWN COST, IN A MAXIMUM OF 40 (FORTY) COUNTRIES WHERE INTER PARFUMS
        INTENDS TO DISTRIBUTE THE PRODUCTS.

                                       8

<PAGE>

12.3.   STD SHALL USE ITS BEST EFFORTS TO THE EXTENT MADE POSSIBLE BY LOCAL LAWS
        TO DEFEND THE RIGHTS RELATED TO THE REGISTERED TRADEMARKS IN THE
        RELEVANT COUNTRIES AGAINST DUPLICATE TRADEMARK REGISTRATIONS AND
        COUNTERFEIT OR ITS USE BY THIRD PARTIES IN THE SAME AREA AS THE CONTRACT
        PRODUCTS. THIS WILL TAKE PLACE IN CONSULTATION WITH INTER PARFUMS, WHICH
        IN TURN, IS OBLIGED TO ASSIST IN THIS DEFENCE TO THE BEST OF ITS
        ABILITIES. SHOULD THE CONTRACTUAL PARTNERS AGREE TO PROCEED AGAINST
        THIRD PARTIES, INTER PARFUMS WILL REFUND TO STD HALF OF THE COST OF SUCH
        DEFENCE. IN CASE OF COMPENSATION RECEIVED BY STD FOR THAT DEFENSE, STD
        WILL GIVE TO INTER PARFUMS HALF OF THE SUMS RECEIVED.


        INTER PARFUMS WILL INFORM STD OF ANY ACTUAL OR POTENTIAL INFRINGEMENT
        THAT MAY COME TO ITS NOTICE IN RESPECT OF ANY TRADEMARKS OR OTHER
        INDUSTRIAL PROPERTY RIGHT, WHICH ARE THE PROPERTY OF, OR ARE USED BY
        STD, AND STD WILL TAKE ALL THE MEASURES THAT IT WILL DEEM APPROPRIATE.

12.4.   SHOULD FOR SPECIAL REASONS STD REGARD DEFENSIVE MEASURES AS NOT
        NECESSARY, STD WILL INFORM INTER PARFUMS. INTER PARFUMS MAY THEREWITH
        TAKE THE DECISION TO DEFEND THE RIGHTS OF STD AT ITS OWN COST. IN SUCH A
        CASE, INTER PARFUMS WOULD CARRY OUT SUCH DEFENCE TO THE BEST OF ITS
        ABILITY AND TO THE EXTENT MADE POSSIBLE BY LOCAL LAWS, UNDER THE CLOSE
        SUPERVISION OF STD. INTER PARFUMS WILL ASK FOR STD'S WRITTEN APPROVAL
        BEFORE TAKING ANY STEP IN THIS RESPECT, AND, MORE PARTICULARLY, BEFORE
        MAKING ANY DECLARATION OR GIVING ANY INFORMATION.

12.5.   IN THOSE COUNTRIES LISTED IN APPENDIX 2 TO THIS CONTRACT, WHERE
        TRADEMARKS RIGHTS HAVE BEEN APPLIED FOR BUT NOT YET REGISTERED, STD WILL
        CONTINUE THE REGISTRATION PROCESS. NEVERTHELESS STD WILL NOT BE
        RESPONSIBLE FOR THE REJECTION OR REFUSAL OF THE TRADEMARKS. MOREOVER,
        STD WILL ENDEAVOUR AT ITS OWN EXPENSE TO MAINTAIN ALL THE TRADEMARK
        REGISTRATIONS MENTIONED IN APPENDIX I TO THIS CONTRACT FOR THE DURATION
        OF THE AGREEMENT.

        SHOULD LEGAL OR OTHER FACTORS BE AN OBSTACLE TO THE REGISTRATION OF THE
        TRADEMARK IN A COUNTRY WHERE AN APPLICATION AND REGISTRATION SHOULD BE
        MADE, BOTH CONTRACTUAL PARTNERS WILL DO THEIR BEST TO EITHER REMOVE THE
        HINDRANCES OR FIND AN ALTERNATIVE SOLUTION.

12.6.   SHOULD STD SO REQUEST, INTER PARFUMS WILL MAKE ITS BEST EFFORTS TO
        SUPPORT THE REGISTRATION OR THE MAINTENANCE OF THE TRADEMARKS,
        ESPECIALLY BY GIVING INFORMATION, MAKING NECESSARY DECLARATIONS AND
        DELIVERY OF REQUIRED DOCUMENTATION, ETC.

12.7.   STD HEREBY AGREES THAT INTER PARFUMS WILL BE ENTERED AS A "REGISTERED
        USER" AT THE COST TO INTER PARFUMS FOR THE PRODUCTS, IN THOSE COUNTRIES
        WHERE THE NATIONAL LEGAL SYSTEM EITHER PERMITS OR REQUIRES IT.


                                      9/12

13 - TERMINATION

13.1.   EITHER PARTY WILL HAVE THE RIGHT TO IMMEDIATELY TERMINATE AS OF RIGHT
        THE AGREEMENT AT ANY TIME IN THE FOLLOWING CASES --

        -IF THE OTHER PARTNER BECOMES INSOLVENT,
        -WHEN LIQUIDATION OR BANKRUPTCY PROCEEDINGS CONCERNING A PARTNER'S
        ASSETS COMMENCES,

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<PAGE>


        -  WHEN, DESPITE A REMINDER, A CONTRACTUAL OBLIGATION OR AN
        OBLIGATION RESULTING FROM THIS CONTRACT IS NOT FULFILLED WITHIN 30

        DAYS,
        -  WITHOUT A REMINDER, WHEN AN IMPORTANT OBLIGATION, SUCH AS A
        NON-AUTHORIZED USE OF THE TRADEMARKS, OR A PRODUCT MARKETED WITHOUT THE
        APPROVAL OF STD, IS AGAIN CONTRAVENED OR,
        -  WITH A ONE-YEAR DELAY, IF, AT THE END OF THE FOURTH CONTRACT YEAR,
        OR ANY OTHER FOLLOWING YEAR, THE ANNUAL TURNOVER MADE BY INTER PARFUMS
        FOR THE PRODUCTS REMAINS LOWER THAN XXXXXXX OR IF INTER PARFUMS DOES
        NOT REACH A TURNOVER OF XXXXXXX DURING ANY TWO CONSECUTIVE YEARS.

        STD CAN ALSO TERMINATE THE CONTRACT AT ANY TIME IF INTER PARFUMS
        DEFAULTS ON PAYMENT OF THE LICENCE FEES DUE TO STD ONE MONTH AFTER THE
        FORWARDING OF A REMINDER.

13.2.   TERMINATION AND REMINDERS MUST BE SERVED BY REGISTERED LETTER WITH
        ACKNOWLEDGEMENT OF RECEIPT.

13.3.   THE TERMINATION OF THIS CONTRACT IN ACCORDANCE WITH THE LISTED
        CONDITIONS IN NO WAY FREES THE CONTRACTUAL PARTNERS FROM THE OBLIGATIONS
        EITHER CONTAINED IN THIS CONTRACT, ARISING FROM IT, OR BEING DUE
        FOLLOWING ITS EXPIRY. IN THE CASE OF JUSTIFIED TERMINATION BY STD AS A
        RESULT OF INTER PARFUM'S DEFAULT, ALL OUTSTANDING LICENCE FEES SHALL
        BECOME DUE FOR PAYMENT BY INTER PARFUMS.


        THE TERMINATION OF THIS AGREEMENT, FOR ANY OF THE REASONS HEREABOVE, BY
        ANY OF THE PARTIES, WILL NOT GIVE THE RIGHT FOR THE OTHER PARTY TO ANY
        INDEMNITY OR COMPENSATION WHATSOEVER.

13.4.   ON THE DAY OF EXPIRY OF THIS CONTRACT, INTER PARFUMS SHALL IMMEDIATELY
        STOP ALL USE OF THE TRADEMARKS, SHALL REMOVE THEM FROM ALL BUSINESS
        DOCUMENTS, INVOICES, STATIONARY, ADVERTISING, ETC. INTER PARFUMS WILL
        ALSO CEASE TO MAKE ANY REFERENCE TO STD AND/OR ITS TRADEMARKS, PREVIOUS
        ACTIVITIES/COOPERATION FOR/WITH STD AS PARTNER/ LICENCEE AND ALSO BEARS
        THE RESPONSIBILITY FOR ITS SUBLICENCEES.

13.5.   INTER PARFUMS WILL HAVE THE RIGHT TO MARKET THE PRODUCTS PREVIOUSLY
        MANUFACTURED, OR IN MANUFACTURE, ON THE DAY OF THE AGREEMENT
        TERMINATION. IN SUCH EVENT, INTER PARFUMS UNDERTAKES TO SEND TO STD WITH
        15 DAYS STARTING FROM THE TERMINATION DATE OF THIS AGREEMENT, A
        STATEMENT OF THE REMAINING STOCKS OF THE PRODUCTS. HOWEVER, THE QUANTITY
        MAY NOT EXCEED THAT OF A THREE (3) MONTHS

                                     10/12


        PRODUCTION QUOTA, ASCERTAINED FROM THE AVERAGE PRODUCTION DURING THE SIX
        (6) MONTHS PRIOR TO THE EXPIRY OF THIS AGREEMENT. THESE PRODUCTS MUST BE
        SOLD PRIOR TO A DEADLINE OF SIX (6) MONTHS FOLLOWING THE TERMINATION OF
        THIS AGREEMENT, IN ACCORDANCE WITH STANDARD CONDITIONS AND VIA THE
        PREVIOUSLY USED OR SIMILAR SALES CHANNELS. AT THE END OF THIS 6 MONTH
        PERIOD, STD WILL HAVE THE OPTION, AT ITS SOLE DECISION, TO BUY THE
        REMAINING STOCKS TO INTER PARFUMS AT THE COST PRICE. INTER PARFUMS WILL
        DRAW UP ACCOUNTS CONCERNING THESE SALES WITHIN SIX (6) MONTHS AFTER THE
        TERMINATION OF THIS AGREEMENT, AND PAY THE CORRESPONDING LICENCE FEES TO

        STD.


14. LIABILITY

14.1.   STD HEREBY DECLARES THAT, IN THE COUNTRIES NAMED BY IT IN THE APPENDIX
        1, WHERE THE
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<PAGE>


        TRADEMARKS HAVE ALREADY BEEN REGISTERED, THERE ARE NO KNOWN
        CIRCUMSTANCES THAT WOULD PREVENT THE MARKETING OF THE PRODUCTS. THE
        CONTRACTUAL PARTNERS WILL NEVERTHELESS AGREE IN ADVANCE CONCERNING THE
        INDIVIDUAL COUNTRIES PRIOR TO DELIVERY OF THE CONTRACT PRODUCTS.

14.2.   SHOULD FRESH CIRCUMSTANCES ARISE FOLLOWING THE SIGNING OF THIS CONTRACT,
        WHICH SERIOUSLY LIMIT THE TRADEMARK USAGE RIGHTS OF INTER PARFUMS IN ANY
        OF THE MAJOR TERRITORY, THE CONTRACTUAL PARTNERS WILL NEGOTIATE
        CONCERNING AN ALTERATION TO THE LICENSING FEES OR TO AN EARLY
        TERMINATION OF THE CONTRACTUAL RELATIONSHIP.

14.3.   FOR THE DURATION OF THIS CONTRACT AND FOLLOWING ITS TERMINATION, INTER
        PARFUMS WILL KEEP STD EXONERATED FROM AND INDEMNIFIED AGAINST LIABILITY
        FOR NATIONAL AND INTERNATIONAL CLAIMS, THAT MAY BE RAISED BY THIRD
        PARTIES AGAINST STD AND/OR INTER PARFUMS IN CONNECTION WITH THE PRODUCTS
        MENTIONED IN AND RELATED TO THIS CONTRACT (IN PARTICULAR THEIR
        MANUFACTURE, STORAGE, TRANSPORT, PROMOTION, ADVERTISING, SALES,
        APPLICATION AND USE). THE APPROBATION BY STD OF DESIGNS OR/AND
        PROTOTYPES, ACCORDING TO PARAGRAPH 9.3 ABOVE, WILL NOT ALTER STD'S
        EXONERATION FROM LIABILITY.

        INTER PARFUMS SHALL OBLIGE THE MANUFACTURER OF THE PRODUCTS TO
        INCORPORATE STD INTO ITS OWN EXISTING THIRD-PARTY LIABILITY INSURANCE AS
        A BENEFICIARY AND TO MAINTAIN THE INSURANCE AT HIS OWN EXPENSE.

15.     CONFIDENTIALITY

        THE CONTRACTUAL PARTNERS MUTUALLY CONSENT TO MAINTAIN THE
        CONFIDENTIALITY OF ALL BUSINESS MATTERS AND PROCEDURES, IN PARTICULAR
        BUSINESS AND OPERATIONAL SECRETS, BELONGING TO THE OTHER CONTRACTUAL
        PARTNER WITH WHICH THEY MAY BECOME FAMILIAR AND WHICH ARE NOT GENERALLY
        KNOWN. THIS SHALL APPLY BOTH FOR THE DURATION OF THIS CONTRACT AND AFTER
        ITS TERMINATION. THE DISCLOSURE OF ANY INFORMATION TO THIRD PARTIES
        REQUIRES THE PREVIOUS EXPLICIT WRITTEN CONSENT OF THE OTHER CONTRACTUAL
        PARTNER.


16.     MISCELLANEOUS


                                      11/12



16.1.    HE PARTIES AGREE THAT, TAKING INTO ACCOUNT THAT S.T. DUPONT PARIS AND
         INTER PARFUMS ARE BOTH LISTED AT THE STOCK-EXCHANGE, IT IS EXPRESSLY
         UNDERSTOOD THAT THE MODIFICATION OF THE MAJORITY SHAREHOLDERS OF ONE
         PARTY WILL NOT ALLOW THE OTHER PARTY TO EARLY TERMINATE THIS AGREEMENT.
         THIS STIPULATION WILL NOT BE APPLICABLE IN CASE THE NEW MAJORITY
         SHAREHOLDERS OF INTER PARFUMS WOULD BE A DIRECT OR INDIRECT COMPETITOR
         OF STD OR OF S.T.DUPONT PARIS. IN SUCH CASE, STD WOULD BE ENTITLED TO
         EARLY TERMINATE THIS AGREEMENT AT THE CONDITIONS SET IN ARTICLE 13.1
         ABOVE.

16.2.   NO CONTRACTUAL PARTNER IS EMPOWERED TO TRANSFER RIGHTS OR DUTIES,
        NOTWITHSTANDING THE PROVISIONS OF ARTICLE 5, CONCERNING THE OTHER
        PARTNER THAT DERIVE FROM THIS AGREEMENT, OR TO TRANSFER THE AGREEMENT AS
        A WHOLE, TO A THIRD PARTY WITHOUT THE PREVIOUS, EXPLICIT WRITTEN
        PERMISSION OF THE OTHER CONTRACTUAL PARTNER. THIS ALSO APPLIES TO
        TRANSFERS TO COMPANIES CONNECTED TO THE CONTRACTUAL PARTNERS. MOREOVER,
        INTER PARFUMS UNDERTAKES NOT TO SUB-LICENCE THIS AGREEMENT ON ITS WHOLE
        OR PARTLY, UNLESS WITH STD'S PRIOR WRITTEN CONSENT.

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<PAGE>

16.3.   CHANGES AND/OR ADDITIONS TO THIS CONTRACT ARE ONLY VALID WHEN AGREED IN
        WRITTEN FORM AND EXPLICITLY DEFINED AS SUCH. SHOULD ONE OF THE PARTIES
        BE UNABLE TO FULFIL THE TERMS OF THE CONTRACT, THE OTHER PARTNER SHOULD
        BE INFORMED, IN ORDER THAT A CONTRACTUAL ALTERATION CAN BE MADE.

16.4    STD'S FAILURE TO REQUIRE INTER PARFUMS TO COMPLY FULLY WITH THIS
        AGREEMENT AT ANY TIME, AND/OR STD'S FAILURE TO EXERCISE ANY RIGHT
        RESULTING HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES BE INTERPRETED AS
        A WAIVER BY STD OF THE RIGHT TO REQUIRE SUCH PERFORMANCE.

16.5.   WHENEVER FEASIBLE, DIFFERENCES OF OPINION CONCERNING THIS CONTRACT
        SHOULD BE AMICABLY RESOLVED. SHOULD THIS NOT BE POSSIBLE, LAUSANNE IS
        THE PLACE OF JURISDICTION AND THIS CONTRACT IS SUBJECT TO SWISS LAW.

16.6.   SHOULD INDIVIDUAL REQUIREMENTS CONTAINED IN THIS CONTRACT PROVE TO BE OR
        BECOME INEFFECTIVE, THIS HAS NO EFFECT UPON THE REMAINING STIPULATIONS
        OR THE CONTRACT AS A WHOLE. THE SAME APPLIES SHOULD LOOPHOLES APPEAR.
        THE INDIVIDUAL STIPULATION TO BE DISCARDED OR THAT IS MISSING, SHOULD BE
        COMPENSATED FOR BY A LEGALLY EFFECTIVE CONDITION THAT CORRESPONDS TO THE
        PURPOSE OF THIS CONTRACT.

16.7.   THE APPENDIX 1 AND 2 ARE AN INTEGRAL ELEMENT WITHIN THIS CONTRACT.

16.8 THIS AGREEMENT IS IN THE FRENCH LANGUAGE ONLY, WHICH LANGUAGE SHALL BE
CONTROLLING IN ALL RESPECTS. NO TRANSLATION OF THIS AGREEMENT INTO ANY OTHER
LANGUAGE SHALL BE OF ANY FORCE OR EFFECT IN THE INTERPRETATION OF THIS AGREEMENT
OR IN A DETERMINATION OF THE INTENT OF EITHER OF THE PARTIES HERETO.


        SIGNED IN FRIBOURG, ON 20 JUNE 1997.


        S.T. DUPONT                                  INTER PARFUMS
        /S/                                          /S/
        GUY MAGNIN, DIRECTOR                         PHILIPPE BENACIN, PRESIDENT
                                      12/12

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