Exhibit 4.3

    Inter
Parfums, Inc.

    2004
Nonemployee Director

    Stock
Option Plan (As amended)

    


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    1.  Purpose of the
Plan.  The purpose of this 2004 Nonemployee Director Stock
Option Plan (the “Plan”) of Inter Parfums, Inc., a Delaware corporation (the
“Corporation”), is to make available shares of the Common Stock, par value $.001
per share, of the Corporation (the “Common Stock”) for purchase by directors of
the Corporation who are not employees of the Corporation, or any parent or
subsidiary thereof (“Nonemployee Directors”). Thus, the Plan permits the Corporation
to attract and retain the services of experienced and knowledgeable Nonemployee
Directors for the benefit of the Corporation and its shareholders and to provide
additional incentive for such Nonemployee Directors to continue to work for the
best interests of the Corporation and its shareholders through continuing
ownership of its Common Stock.

    


    2.  Stock Subject to the
Plan.  Subject to the provisions of Section 10, the total
number of shares of Common Stock which may be subject to options under the Plan
shall not exceed 50,000, whether authorized but unissued shares, or shares which
shall have been purchased or acquired by the Corporation for this or any other
purpose. Such shares are from time to time to be allotted for option and sale to
Nonemployee Directors in accordance with the Plan. In the event any option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, the shares not so purchased thereby shall again be available for the
purposes of the Plan.

    


    3.  Administration of the
Plan.  The Plan shall be self-executing. However, to the extent
permitted herein, the Plan shall be administered by either the Board of
Directors of the Corporation (the "Board")  or a committee of two (2)
or more Nonemployee Directors (the "Committee") of the Board appointed by the
Board. The Board or the Committee shall, subject to the express provisions of
the Plan, have the power to interpret the Plan; correct any defect, supply any
omission or reconcile any inconsistency in the Plan; prescribe, amend and
rescind rules and regulations relating to the Plan; and make all other
determinations necessary or advisable for the administration of the Plan. The
determination of the Board or the Committee on the matters referred to in this
Section 3 shall be conclusive.

    


    4.  Eligibility;
Grants.

    


    (a)
Nonemployee Directors shall not include directors who are also employees of the
Corporation or any parent or subsidiary thereof, but shall include directors of
the Corporation who are providing services such as business, financial, legal or
investment banking services, to, for, or on behalf of the Corporation or any
parent or subsidiary thereof, in return for remuneration, directly or indirectly
through one or more entities. All grants under this Plan shall be in lieu of any
other option grants that a Nonemployee Director may have been entitled to under
any other plan of the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b) Each
individual who becomes a Nonemployee Director, shall on the date of his initial
election or appointment to the Board be granted an option to purchase 2,000
shares of Common Stock.

    


    (c) Each
Nonemployee Director other than Joseph A. Caccamo, shall be granted an option to
purchase 1,000 shares of Common Stock commencing on the next February 1st, and
each succeeding February 1st throughout the term of this Plan for so long as he
is a Nonemployee Director. In lieu of grants of options to purchase 1,000
shares, Joseph A. Caccamo shall be granted options to purchase 4,000 shares
hereunder for as long as he is a Nonemployee Director. Notwithstanding the
foregoing, no option shall be granted on such February 1st grant date to any
Nonemployee Director who first becomes a Nonemployee Director within six (6)
months prior to such February 1st grant date.

    


    (d)  If
a sufficient number of shares of Common Stock reserved for issuance upon proper
exercise of options to be granted to Nonemployee Directors on the February 1st
grant date does not exist, then the aggregate remaining number of shares shall
be prorated equally among options to be granted to all Nonemployee Directors at
such February 1st grant date, and options shall be granted to purchase such
reduced number of shares. Notwithstanding the foregoing, if a sufficient number
of shares of Common Stock reserved for issuance upon proper exercise of options
to be granted to Nonemployee Directors on the February 1st grant date does not
exist, then options shall  be granted under any pre-existing
Nonemployee Director plan in order to satisfy such deficiency, if, and to the
extent available.

    


    (e) It is
the express intent that options to be granted under this Plan shall be in lieu
of further option grants under any of the Company’ existing Nonemployee Director
plans, such as the 1997 Nonemployee Director Stock Option Plan, and the 2000
Nonemployee Director Stock Option Plan, except to the extent to satisfy any
deficiency as set forth in Section 4(d) above.

    


    (f)           On
or after June 19, 2006, all options that may be granted from time to time under
the Plan shall vest and become exercisable to purchase shares of Common Stock as
follows: 25% one year after the date of grant, and then 25% on each of the
second, third and fourth consecutive years from the date of grant on a
cumulative basis, so that each option shall become fully vested and exercisable
on the fourth year from the date of grant.

    


    5.  Option
Price; Fair Market Value.

    


    (a) The
price at which shares of the Common Stock may be purchased pursuant to options
granted under the Plan shall be equal to one hundred percent (100%) of the fair
market value of the Common Stock on the date an option is
granted.


    
      
         


      

      
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    (b) The
fair market value of the Common stock on any day shall be (a) if the principal
market for the Common Stock is a national securities exchange, the average
between the high and low sales prices of the Common Stock on such day as
reported by such exchange or on a consolidated tape reflecting transactions on
such exchange; (b) if the principal market for the Common Stock is not a
national securities exchange and the Common Stock is quoted on The Nasdaq Stock
Market ("NASDAQ") or The Over The Counter Bulletin Board (the "Bulletin Board"),
and (i) if actual sales price information is available with respect to the
Common Stock, then the average between the high and low sales prices of the
Common Stock on such day on NASDAQ or the Bulletin Board, or (ii) if such
information is not available, then the average between the highest bid and
lowest asked prices for the Common Stock on such day on NASDAQ or the Bulletin
Board; or (c) if the principal market for the Common Stock is not a national
securities exchange and the Common Stock is not quoted on NASDAQ or the Bulletin
Board, then the average between the highest bid and lowest asked prices for the
Common Stock on such day as reported by National Quotation Bureau, Incorporated
or a comparable service; provided, that if clauses (a), (b) and (c) of this
paragraph are all inapplicable, or if no trades have been made or no quotes are
available for such day, then the fair market value of the Common Stock shall be
determined by the Committee by any method consistent with applicable regulations
adopted by the Treasury Department relating to stock options. The determination
of the Board or the Committee shall be conclusive in determining the fair market
value of the stock.

    


    6.  Term of Each
Option.  The term of each option shall be five (5) years or
such shorter period as is prescribed in Section 9 hereof.

    


    7.  Exercise
of Options.

    


    (a)
Subject to the provisions of Sections 9 and 14, options granted hereunder shall
be exercisable immediately; provided, that options shall
not be exercisable at any time in an amount less than 100 shares (or the
remaining shares then covered by and purchasable under the option  if
less than 100 shares), or for a fraction of a share.

    


    (b) The
purchase price of the shares as to which an option shall be exercised shall be
paid in full at the time of exercise in cash, by certified check or wire
transfer of funds through the Federal Reserve System.

    


    8.  Non-Transferability of
Options.  No option granted under the Plan shall be
transferable otherwise than by will or by the laws of descent and distribution,
or pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code, Title I of the Employee Retirement Income Security Act and the
rules thereunder, and an option may be exercised, during the lifetime of the
holder thereof, only by him.

    


    9.  Termination
of Services on the Board of Directors.

    


    (a)  If
a Nonemployee Director to whom an option has been granted under the Plan shall
cease to serve on the Board, otherwise than by reason of death or disability (as
that term is defined in paragraph (d) of this Section 9), then such option may
be exercised (to the extent that the Nonemployee Director was entitled to do so
at the time of cessation of service) at any time within three (3) months after
such cessation of service but not thereafter, and in no event after the date on
which, except for such cessation of service, the option would otherwise
expire.


    
      
         


      

      
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    (b)  If
a Nonemployee Director to whom an option has been granted under the Plan shall
cease to serve on the Board by reason of disability, then the remaining
unexercised portion of the option may be exercised in whole or in part by the
Nonemployee Director (notwithstanding that the option had not yet become
exercisable with respect to all or part of such shares at the date of
disability) at any time within one (1) year after such disability but not
thereafter, and in no event after the date on which, except for such disability,
the option would otherwise expire.

    


    (c)  If
a Nonemployee Director to whom an option has been granted under the Plan shall
die (i) while he is serving on the Board, or (ii) within three (3) months after
cessation of service on the Board, then such option may be exercised by the
legatee or legatees of such option under the Nonemployee Director's last will,
or by his personal representatives or distributee, at any time within one (1)
year after his death, but in no event after the date on which, except for such
death, the option would otherwise expire.

    


    (d)  For
the purpose of this Section 9, "disability" shall mean permanent mental or
physical disability as determined by the Committee.

    


    10.  Adjustment
of and Changes in Common Stock.

     

    (a) If
the outstanding shares of the Common Stock are increased, decreased, changed
into, or exchanged for a different number or kind of shares or securities of the
Corporation through reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or the like, an appropriate and
proportionate adjustment shall be made in the  (i) aggregate number
and kind of securities available under the Plan, and (ii) number and kind of
securities issuable upon the exercise of all outstanding options granted under
the Plan, without change in the total price applicable to the unexercised
portion of such options, but with a corresponding adjustment in the price for
each unit of any security covered by such options.

    


    (b) Upon
the dissolution or liquidation of the Corporation, or upon a reorganization,
merger or consolidation of the Corporation with one or more corporations as a
result of which the Corporation is not the surviving corporation, or upon the
sale of substantially all of the assets of the Corporation, the
Committee  shall provide in writing in connection with such
transaction for one or more of the following alternatives, separately or in
combination: (i) the assumption by the successor entity of the options
theretofore granted or the substitution by such entity for such options of new
options covering the stock of the successor entity, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices; or (ii) the continuance of such option agreements by such successor
entity in which such options shall remain in full force and effect under the
terms so provided.

    


    (c) Any
adjustments under this Section 10 shall be made by the Committee, whose good
faith determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive.


    
      
         


      

      
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    11.  Compliance with
Securities Laws.  As a condition to the exercise of any option,
either (a) a Registration Statement under the Securities Act of 1933, as
amended, or any succeeding act (collectively, the "Act"), with respect to its
underlying shares shall be effective at the time of exercise of the option or
(b) in the opinion of counsel to the Corporation, there shall be an exemption
from registration under the Act for the issuance of shares of Common Stock upon
such exercise. Nothing herein shall be construed as requiring the Corporation to
register shares subject to the Plan or any option under the Act.  Each
opinion shall be subject to the further requirement that if, in the opinion of
counsel to the Corporation, the listing or qualification of the shares of Common
Stocks subject to such option on any securities exchange, National Securities
Association or under any applicable law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the exercise of such option or the issue of shares thereunder,
such option may not be exercised in whole or in part unless such listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions requiring the Corporation to qualify as a foreign corporation or
to execute a general consent to service of process in any jurisdiction wherein
it has not already done so and free of any other conditions not customarily
imposed by a securities exchange, law or governmental regulatory body in
connection with such listing, qualification, consent or approval.

    


    12.  Amendment and
Termination.  The Committee may amend, suspend or terminate the
Plan or any portion thereof at any time but may not, without the approval of the
Corporation's shareholders within twelve (12) months before or after the date of
adoption of any such amendment or amendments, make any alteration or amendment
thereof which (a) makes any change in the class of eligible participants as
determined in accordance with Section 4 hereof; (b) increases the total number
of shares of Common Stock for which options may be granted under the Plan except
as provided in Section 10 hereof; (c) extends the term of the Plan or the
maximum option period provided under the Plan; (d) decreases the option price
provided in Section 5 hereof; or (e) materially increases the benefits accruing
to participants under the Plan. Notwithstanding anything to the contrary
contained herein, the Plan shall not be amended more than once every six (6)
months, other than to comport with changes in the Internal Revenue Code,
Employee Retirement Income Security Act or the rules thereunder.

    


    13.  Duties of the
Corporation.  The Corporation shall, at all times during the
term of each option, reserve and keep available for issuance or delivery such
number of shares of Common Stock as will be sufficient to satisfy the
requirements of all options at the time outstanding, shall pay all original
issue taxes with respect to the issuance or delivery of shares pursuant to the
exercise of such options and all other fees and expenses necessarily incurred by
the Corporation in connection therewith.

    


    14.  Term;
Effective Period.

    


    (a) The
Plan shall become effective on 26 March 2004, the date of its adoption by the
Board of Directors, subject to the receipt of the affirmative vote of the
majority of the shares of Common Stock present in person or by proxy at the next
annual meeting and entitled to vote, or the written consent of the holders of a
majority of shares that would have been entitled to vote thereon, and no options
granted hereunder may be exercised prior to such approval, provided that, the date of
grant of any options granted hereunder shall be determined as if the Plan had
not been subject to such approval.


    
      
         


      

      
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    (b) No
options may be granted under the Plan after 25 March 2014. Options outstanding
on or prior to such date shall, however, in all respects continue subject to the
Plan.

    
      
      

    


    
      
         


      

      
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