Exhibit
4.5             
Nonqualified
Stock Option Contract

    


    THIS NONQUALIFIED STOCK OPTION
CONTRACT is entered into effective as of the 20th day of
April, 2005, by and between INTER PARFUMS, INC., a
Delaware corporation (the "Company") and _______(“Optionee”).

    


    WITNESSETH:

    


    1.           The
Company, in accordance with the resolutions adopted by the Stock Option
Committee on the 20th day of
April, 2005, and the terms and subject to the conditions of the Company’s 2004
Stock Option Plan (the “2004 Plan”), hereby grants to the Optionee as of the
date hereinabove set forth, a nonqualified option to purchase an aggregate of
_____ shares (the
“Shares”) of the common stock, $.001 par value per share, of the Company (the
"Common Stock"), at $9.967 per share.

    


    2.           The
term of this option shall be five (5) years from the date hereof, subject to
earlier termination as provided in the 2004 Plan. This option may be exercised
in whole or in part and from time to time as to the Shares but prior to the end
of the term of the option, by giving written notice to the Company at its
principal office, presently 551 Fifth Avenue, New York, New York 10176, stating
that the Optionee is exercising this nonqualified stock option, specifying the
number of shares purchased and accompanied by payment in full of the aggregate
purchase price therefor (i) in cash or certified check, or (ii) with previously
acquired shares of Common Stock or a combination of the foregoing if permitted
in the discretion of the Committee. This option shall not be exercisable at any
time in an amount less than 100 Shares (or the remaining Shares then covered and
purchasable under this option if fewer that 100 Shares). In no event may this
option be exercised with respect to a fractional Share. In addition, upon the
exercise of this option, the Company may withhold cash and/or Shares to be
issued with respect thereto, having an aggregate fair market value equal to the
amount which it determines 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 this option until all required payments
have been made.

    


    3.           Nothing
in the 2004 Plan or herein shall confer upon the Optionee any right to continue
in the employ of, or be associated with, the Company, its Parent or any of its
Subsidiaries, or interfere in any way with the right to employment or
association of the Optionee with the Company, its Parent or any of its
Subsidiaries.

    


    4.           The
Optionee represents and agrees that in the event of any exercise of this option,
unless the Shares received upon such exercise shall have been registered under
an effective registration statement under the Securities Act of 1933, as amended
(the “Act”), or there is an exemption from registration, the Shares will be
acquired for investment and not with a view towards distribution thereof, and
agrees that the Shares shall not be sold except in compliance with the
applicable provisions of the Act.

    


    5.           Notwithstanding
anything to the contrary, if at any time the Board of Directors or the Committee
shall determine it its discretion that the listing or qualification of the
Shares on any securities exchange, with 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
granting of an option, or the issue of Shares thereunder, this 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 not
acceptable to the Board of Directors or the Committee.


    
      
         


      

      
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    6.           The
Company and the Optionee further agree that they will both be subject to and
bound by all of the terms and conditions of the 2004 Plan, which is incorporated
by reference herein and made a part hereof as if fully set forth herein. In the
event the Optionee's employment by, or association with, the Company, its Parent
or any of its Subsidiaries terminates, or in the event of the death or
disability of the Optionee, the rights hereunder shall be governed by, and made
subject to, the provisions of the 2004 Plan. In the event of a conflict between
the terms of this Contract and the terms of the 2004 Plan, then in such event,
the terms of 2004 Plan shall govern. Except as otherwise provided herein, all
capitalized terms used herein shall have the same meaning ascribed to them in
the 2004 Plan.

    


    7.           This
option is not transferable otherwise than by will or the laws of descent and
distribution and may be exercised, during the lifetime of
the  Optionee, only by the Optionee or his legal
representatives.

    


    8.           The
Optionee agrees that the Company may amend the 2004 Plan and the options granted
to the Optionee under the 2004 Plan, subject to the limitations contained in the
2004 Plan.

    


    9.           This
Contract shall be binding upon and inure to the benefit of any successor or
assign of the Company and to any executor, administrator or legal representative
entitled by law to the Optionee's right hereunder.

    


    10.           This
Contract shall be governed by and construed in accordance with the laws of the
State of New York, without regard to the principles of conflicts of
laws.

    


    IN WITNESS WHEREOF, the
parties hereto have entered into this Contract effective as of the date first
above written.

    
      
        
          
            
              	 
      	
                      INTER
      PARFUMS, INC.

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Russell Greenberg

                    
	 
      	
                      Russell
      Greenberg, Executive Vice President

                    
	 	 
	 	  


            

          

        

      

    

     

    
      
         


      

      
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                    Optionee

                  	 	
                    Number of Shares

                  	 
	
                    Kiet
      Huynh

                  	 	 	3,000	 
	
                    Alex
      Canavan

                  	 	 	3,000	 
	
                    Michael
      Hamerling

                  	 	 	1,500	 
	
                    Bruce
      Campbell

                  	 	 	3,000	 
	
                    Sandra
      Johnson

                  	 	 	600	 
	
                    Melissa
      Corcoran

                  	 	 	1,500	 
	
                    Rita
      Gayed

                  	 	 	750	 
	
                    Detrice
      Felton

                  	 	 	750	 
	
                    Eduardo
      Hermosilla

                  	 	 	1,500	 
	
                    Dwayne
      Williams

                  	 	 	1,200	 
	
                    Javier
      Paredes

                  	 	 	900	 
	
                    Bonita
      Baker

                  	 	 	1,050	 
	
                    Dariel
      Torres

                  	 	 	750	 
	
                    Michel
      Bes

                  	 	 	1,500	 
	
                    Andy
      Clarke

                  	 	 	3,000	 
	
                    Andy
      Clarke *

                  	 	 	1,500	 
	
                    Yolette
      Jacques

                  	 	 	900	 
	
                    Juan
      Morales

                  	 	 	900	 
	
                    Michelle
      Habert

                  	 	 	3,000	 
	
                    Lynn
      Konko

                  	 	 	1,500	 
	
                    Michael
      Martin

                  	 	 	600	 


          

        

      

    

    ________

    *Additional  option
granted 12/12/05 at $11.49/share.


    
      
         


      

      
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