Exhibit
4.2

    2004
STOCK OPTION PLAN

    OF

    INTER
PARFUMS, INC.

    


    1. Purposes of The
Plan.  This stock option plan (the "Plan") is designed to
provide an incentive to key employees, officers, directors and consultants of
Inter Parfums, Inc., a Delaware corporation (the "Company"), and its present and
future subsidiary corporations, as defined in Paragraph 17 ("Subsidiaries"), and
to offer an additional inducement in obtaining the services of such individuals.
The Plan provides for the grant of "incentive stock options," within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
nonqualified stock options and stock appreciation rights ("SARs").

    


    2. Shares Subject To The
Plan.  The aggregate number of shares of Common Stock, $.001
par value per share, of the Company ("Common Stock") for which options or SARs
may be granted under the Plan shall not exceed 1,000,000. Such shares may, in
the discretion of the Board of Directors, consist either in whole or in part of
authorized but unissued shares of Common Stock or shares of Common Stock held in
the treasury of the Company.  The Company shall at all times during
the term of the Plan reserve and keep available such number of shares of Common
Stock as will be sufficient to satisfy the requirements of the Plan. Subject to
the provisions of Paragraph 14, any shares subject to an option or SAR which for
any reason expire, are canceled or are terminated unexercised (other than those
which expire, are canceled or terminated pursuant to the exercise of a tandem
SAR or option) shall again become available for the granting of options or SARs
under the Plan. The number of shares of Common Stock underlying that portion of
an option or SAR which is exercised (regardless of the number of shares actually
issued) shall not again become available for grant under the Plan.

    


    3. Administration Of The
Plan.

    


    (a) The
Plan shall be administered by the Board of Directors, or if appointed, by a
committee consisting of not less than two (2) members of the Board of Directors,
each of whom shall be a “non-employee director” within the meaning of Rule 16b-3
promulgated by the Securities and Exchange Commission. (The group administering
the plan is referred to as the “Committee”). The failure of any of the Committee
members to qualify as a non-employee director shall not otherwise affect the
validity of the grant of any option or SAR, or the issuance of shares of Common
Stock otherwise validly issued upon exercise of any such option. A majority of
the members of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, and
any acts approved in writing by all members without a meeting, shall be the acts
of the Committee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)
Subject to the express provisions of the Plan, the Committee shall have the
authority, in its sole discretion, to determine the individuals who shall
receive options and SARS; the times when they shall receive them; whether an
option shall be an incentive or a nonqualified stock option; whether an SAR
shall be granted separately, in tandem with or in addition to an option; the
number of shares to be subject to each option and SAR; the term of each option
and SAR; the date each option and SAR shall become exercisable; whether an
option or SAR shall be exercisable in whole, in part or in installments, and if
in installments, the number of shares to be subject to each installment; whether
the installments shall be cumulative, the date each installment shall become
exercisable and the term of each installment; whether to accelerate the date of
exercise of any installment; whether shares may be issued on exercise of an
option as partly paid, and, if so, the dates when future installments of the
exercise price shall become due and the amounts of such installments; the
exercise price of each option and the base price of each SAR; the form of
payment of the exercise price; the form of payment by the Company upon the
optionee's exercise of an SAR; whether to require that the optionee remain in
the employ of the Company or its Subsidiaries for a period of time from and
after the date the option or SAR is granted to him; the amount necessary to
satisfy the Company's obligation to withhold taxes; whether to restrict the sale
or other disposition of the shares of Common Stock acquired upon the exercise of
an option or SAR and to waive any such restriction; to subject the exercise of
all or any portion of an option or SAR to the fulfillment of contingencies as
specified in the Contract (as described in Paragraph 12), including without
limitations, contingencies relating to financial objectives (such as earnings
per share, cash flow return, return on investment or growth in sales) for a
specified period for the Company, a division, a product line or other category,
and/or the period of continued employment of the optionee with the Company or
its Subsidiaries, and to determine whether such contingencies have been met; to
construe the respective Contracts and the Plan; with the consent of the
optionee, to cancel or modify an option or SAR, provided such option or SAR as
modified would be permitted to be granted on such date under the terms of the
Plan; and to make all other determinations necessary or advisable for
administering the Plan. The determinations of the Committee on the matters
referred to in this Paragraph 3 shall be conclusive.

    


    (c)
Subject to the express provisions of the Plan and solely with respect to
employees of the Company who are not executive officers or directors of the
Company, the Committee hereby delegates to the Chief Executive Officer, and to
act in place and on behalf of the Committee, the authority to grant nonqualified
options and SARs to such employees; to determine the term of such nonqualified
options and SARs; to determine whether an option or SAR shall be exercisable in
whole, in part or in installments; to determine whether to require that the
optionee remain in the employ of the Company or its Subsidiaries for a period of
time from and after the date the option or SAR is granted to him; and to subject
the exercise of all or any portion of an option or SAR to the fulfillment of
contingencies as specified in the Contract (as described in Paragraph 12). Any
such action by the Chief Executive Officer shall be promptly reduced to writing
and provided to the Committee.


    
      
         


      

      
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    4. Eligibility.

    


    (a)  The
Committee may, consistent with the purposes of the Plan, grant incentive stock
options to key employees (including officers and directors who are employees)
and nonqualified stock options and/or SARs to key employees, officers, directors
and consultants of the Company or any of its Subsidiaries from time to time,
within ten (10) years from the date of adoption of the Plan by the Board of
Directors, covering such number of shares of Common Stock as the Committee may
determine; provided, however, that the aggregate market value (determined at the
time the stock option is granted) of the shares for which any eligible person
may be granted incentive stock options under the Plan or any plan of the
Company, or of a Parent or a Subsidiary of the Company which are exercisable for
the first time by such optionee during any calendar year shall not exceed
$100,000. Any option (or portion thereof) granted in excess of such amount shall
be treated as a nonqualified stock option.

    


    (b)           Notwithstanding
any other provision of the Plan, if the Committee determines that at the time a
person is granted an option or SAR, such person is then, or is likely to become,
a Covered Person (as hereinafter defined), then the Committee may provide that
this Section 4(b) is applicable to such grant.

    


    (i)           Notwithstanding
any provision of this Plan, no person eligible to receive a grant of an option
or SAR under this Plan shall be granted options to purchase or an SAR in excess
of 100,000 shares of common stock in any one fiscal year. Such 100,000 maximum
number shall be appropriately adjusted for stock splits, stock dividends and the
like.

    


    (ii)           Notwithstanding
any provision of this Plan, the exercise price for all options and the base
price for all SARs to be granted under the Plan, shall not be less than the fair
market value of the Common Stock at the time of grant.

    


    (iii)           The
term “Covered Person” shall mean a “covered employee” within the meaning of Code
Section  162(m)(3) or any successor provision thereto.

    


    5. Exercise Price And Base
Price.

    


    (a) The
exercise price of the shares of Common Stock under each option and the base
price for each SAR shall be determined by the Committee; provided, however, in
the case of an incentive stock option, the exercise price shall not be less than
100% of the fair market value of the Common Stock on the date of grant, and
further provided, that if, at the time an incentive stock option is granted, the
optionee owns (or is deemed to own) stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company, of
any of its Subsidiaries or of a Parent, the exercise price shall not be less
than 110% of the fair market value of the Common Stock subject to the option at
the time of the granting of such option.


    
      
         


      

      
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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"), 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 (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 (c) if the principal market for the Common Stock is not a national securities
exchange and the Common Stock is not quoted on NASDAQ, then the average between
the highest bid and lowest asked prices for the Common Stock on such day as
reported by The Nasdaq  Bulletin Board, 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 Committee shall be conclusive in determining the fair market value of the
stock.

    


    6. Term.  The term
of each option and SAR granted pursuant to the Plan shall be such term as is
established by the Committee, in its sole discretion, at or before the term of
each incentive stock option granted pursuant to the Plan shall be for a period
not exceeding ten (10) years from the date of granting thereof, and further,
provided, that if, at the time an incentive stock option is granted, the
optionee owns (or is deemed to own) stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company, of
any of its Subsidiaries or of a Parent, the term of the incentive stock option
shall be for a period not exceeding five (5) years.  Options shall be
subject to earlier termination as hereinafter  provided.

    


    7. Exercise.

    


    (a) An
option or SAR (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal office (at present 551 Fifth
Avenue, New York, NY 10176) stating whether an incentive or nonqualified stock
option or SAR is being exercised, specifying the number of shares as to which
such option or SAR is being exercised, and in the case of an option, accompanied
by payment in full of the aggregate exercise price therefor (or the amount due
on exercise if the Contract permits installment payments) in the discretion of
the Committee (a) in cash or by certified check, (b) with previously acquired
shares of Common Stock having an aggregate fair market value, on the date of
exercise, equal to the aggregate exercise price of all options being exercised,
or (c) any combination thereof.  In addition, upon the exercise of a
nonqualified stock option or SAR, the Company may withhold cash and/or shares of
Common Stock to be issued with respect thereto having an aggregate fair market
value equal to the amount which it determined is necessary to satisfy its
obligation to withhold Federal, state and local income taxes or other taxes
incurred by reason of such exercise. Alternatively, the Company may require the
holder to pay to the Company such amount, in cash, promptly upon demand. The
Company shall not be required to issue any shares pursuant to any such option or
SAR until all required payments have been made. Fair market value of the shares
shall be determined in accordance with Paragraph 5.

    


    (b) A
person entitled to receive Common Stock upon the exercise of an option or SAR
shall not have the rights of a shareholder with respect to such shares until the
date of issuance of a stock certificate to him for such shares; provided,
however, that until such stock certificate is issued, any option holder using
previously acquired shares in payment of an option exercise price shall have the
rights of a shareholder with respect to such previously acquired
shares.


    
      
         


      

      
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    (c) In no
case may a fraction of a share be purchased or issued under the Plan. Any option
granted in tandem with an SAR shall no longer be exercisable to the extent the
SAR is exercised, and the exercise of the related option shall cancel the SAR to
the extent of such exercise.

    


    8. Stock Appreciation
Rights.

    


    (a) An
SAR may be granted separately, in tandem with or in addition to any option, and
may be granted before, simultaneously with or after the grant of an option
hereunder. In addition, the holder of an option may, in lieu of making the
payment required at the time of exercise under Paragraph 7, include in the
written notice referred to therein an "election" to exercise the option as an
SAR. In such case, the Committee shall have fifteen (15) days from the receipt
of notice of the election to decide, in its sole discretion, whether or not to
accept the election and notify the option holder of its decision. If the
Committee consents, such exercise shall be treated as the exercise of an SAR
with a base price equal to the exercise price.

    


    (b) Upon
the exercise of an SAR, the holder shall be entitled to receive an amount equal
to the excess of the fair market value of a share of Common Stock on the date of
exercise over the base price of the SAR. Such amount shall be paid, in the
discretion of the Committee, in cash, Common Stock having a fair market value on
the date of payment equal to such amount, or a combination thereof. For purposes
of this Paragraph 8, fair market value shall be determined in accordance with
Paragraph 5.

    


    9. Termination Of Association With
The Company.

    


    (a) Any
holder of an incentive option whose association with the Company (and its
Subsidiaries) has terminated for any reason other than his death or permanent
and total disability (as defined in Section 22(e)(3) of the Code) may exercise
such option, to the extent exercisable on the date of such termination, at any
time within three (3) months after the date of termination, but in no event
after the expiration of the term of the option; provided, however, that if his
association shall be terminated either (i) for cause, or (ii) without the
consent of the Company, said option shall terminate immediately.

    


    (b) Any
and all nonqualified stock options or SARs granted under the Plan shall
terminate simultaneously with the termination of association of the holder of
such nonqualified option or SAR with the Company (and its Subsidiaries) for any
reason other than the death or permanent and total disability (as defined in
Section 22(e)(3) of the Code) of such holder.

    


    (c)
Options and SARs granted under the Plan shall not be affected by any change in
the status of an optionee so long as he continues to be associated with the
Company or any of the Subsidiaries.


    
      
         


      

      
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    (d)
Nothing in the Plan or in any option or SAR granted under the Plan shall confer
on any individual any right to continue to be associated with the Company or any
of its Subsidiaries, or interfere in any way with the right of the Company or
any of its Subsidiaries to terminate the holder's association at any time for
any reason whatsoever without liability to the Company or any of its
subsidiaries.

    


    10. Death Or Disability Of An
Optionee.

    


    (a) If an
optionee dies while he is associated with the Company or any of its
Subsidiaries, or within three (3) months after such termination for the holder
of an incentive option (unless such termination was for cause or without the
consent of the Company), the option or SAR may be exercised, to the extent
exercisable on the death, by his executor, administrator or other person at the
time entitled by law to his rights under the option or SAR, at any time within
one (1) year after death, but in no event after the expiration of the term of
the option or SAR.

    


    (b) Any
holder whose association with the Company or its Subsidiaries has terminated by
reason of a permanent and total disability (as defined in Section 22(e) (3) of
the Code) may exercise his option or SAR, to the extent exercisable upon the
effective date of such termination, at any time within one (1) year after such
date, but in no event after the expiration of the term of the option or
SAR.

    


    11. Compliance With Securities
Laws.  The Committee may require, in its discretion, as a
condition to the exercise of an option or SAR that either (a) a registration
statement under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to such shares shall be effective at the time of exercise or (b)
there is an exemption from registration under the Securities Act for the
issuance of shares of Common Stock upon such exercise.  Nothing herein
shall be construed as requiring the Company to register shares subject to any
option or SAR under the Securities Act.  In addition, if at any time
the Committee shall determine in its discretion that the listing or
qualification of the shares subject to such option or SAR on any securities
exchange 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 granting of an option or SAR, or the issue of shares
thereunder, such option or SAR 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 not acceptable to the Committee.

    


    12. Stock Option And SAR
Contracts.  Each option and SAR shall be evidenced by an
appropriate Contract which shall be duly executed by the Company and the
optionee, and shall contain such terms and conditions not inconsistent herewith
as may be determined by the Committee, and which shall provide, among other
things, (a) that the optionee agrees that he will remain in the employ of the
Company or its Subsidiaries, at the election of the Company, for the later of
(i) the period of time determined by the Committee at or before the time of
grant or (ii) the date to which he is then contractually obligated to remain
associated with the Company or its Subsidiaries, (b) that in the event of the
exercise of an option or an SAR which is paid with Common stock, unless the
shares of Common Stock received upon such exercise shall have been registered
under an effective registration statement under the Securities Act, such shares
will be acquired for investment and not with a view to distribution thereof, and
that such shares may not be sold except in compliance with the applicable
provisions of the Securities Act, and (c) that in the event of any disposition
of the shares of Common Stock acquired upon the exercise of an incentive stock
option within two (2) years from the date of grant of the option or one (1) year
from the date of transfer of such shares to him, the optionee will notify the
Company thereof in writing within 30 days after such disposition, pay the
Company, on demand, in cash an amount necessary to satisfy its obligation, if
any, to withhold any Federal, state and local income taxes or other taxes by
reason of such disqualifying disposition and provide the Company, on demand,
with such information as the Company shall reasonably request to determine such
obligation.


    
      
         


      

      
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    13.
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 and SARs granted under the
Plan, without change in the total price applicable to the unexercised portion of
such options or SARs, but with a corresponding adjustment in the exercise price
or base price for each unit of any security covered by such options or
SARs.

    


    (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 or SARs 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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    14. Amendments And Termination Of The
Plan.  The Plan was adopted by the Board of Directors on March
26, 2004. No options may be granted under the Plan after March 25,
2014.  The  Board of Directors, without further approval of
the Company's stockholders, may at any time suspend or terminate the Plan, in
whole or in part, or amend it from time to time in such respects as it may deem
advisable, including, without limitation, in order that incentive stock options
granted hereunder meet the requirements for "incentive stock options" under the
Code, or any comparable provisions thereafter enacted and conform to any change
in applicable law or to regulations or rulings of administrative agencies;
provided, however, that no amendment shall be effective without the prior or
subsequent approval of a majority of the Company's outstanding stock entitled to
vote thereon which would (a) except as contemplated in Paragraph 13, increase
the maximum number of shares for which options may be granted under the Plan,
(b) materially increase the benefits to participants under the plan or (c)
change the eligibility requirements for individuals entitled to receive options
hereunder.  No termination, suspension or amendment of the Plan shall,
without the consent of the holder of an existing option affected thereby,
adversely affect his rights under such option.

    


    15. Nontransferability Of
Options.  No option or SAR granted under the Plan shall be
transferable otherwise than by will or the laws of descent and distribution, or
qualified domestic relations order as defined in the Code or Title I of the
Employee Retirement Income Security Act, and options and SARs may be exercised,
during the lifetime of the holder thereof, only by him or his legal
representatives. Except to the extent provided above, options and SARs may not
be assigned, transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) and shall not subject to execution,
attachment or similar process.

    


    16.  Substitutions And
Assumptions Of Options Of Certain Constituent
Corporations.  Anything in this Plan to the contrary
notwithstanding, the Board of directors may, without further approval by the
stockholders, substitute new options for prior options and new SARs for prior
SARs of a Constituent Corporation (as defined in Paragraph 17) or assume the
prior options or SARs of such Constituent Corporation.

    


    17.
Definitions.

    


    (a) The
term "Subsidiary" shall have the same definition as "subsidiary corporation" in
Section 425(f) of the Code.

    


    (b) The
term "Parent" shall have the same definition as "parent corporation" in Section
425(e) of the Code.

    


    (c) The
term "Constituent Corporation" shall mean any corporation which engages with the
Company, its Parent or Subsidiary, in a transaction to which section 425(a) of
the Code applies (or would apply if the option or SAR assumed or substituted
were an incentive stock option), or any Parent or any Subsidiary of such
corporation.

    


    18.  Conditions
Precedent.  The Plan shall be subject to approval by the
holders of a majority of shares of the Company's capital stock outstanding and
entitled to vote thereon at the next meeting of its stockholders, or the written
consent of the holders of a majority of shares that would have been entitled to
vote thereon, and no options or SARs 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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