FIRST
      ADDENDUM

    TO
      THE

    (“LICENCE
      AGREEMENT”, RESPECTIVELY “ADDENDUM”)

    


    


    between

    


    


    VAN
      CLEEF & ARPELS LOGISTICS SA, 

    a
      company
      incorporated under the laws of Switzerland, having its registered office at
      8,
      route de Chandolan, 1752 Villars-sur-Glâne, Switzerland

    


    hereinafter
      referred to as “LICENSOR”

    


    


    and

    


    INTER
      PARFUMS SA,

    a
      company
      incorporated under the laws of France RCS Paris B 350 219 382 , having
      its registered office at 4 rond-point des Champs Elysée 75008 PARIS,
      France

    hereinafter
      referred to as “LICENSEE”

    


    


    


    WHEREAS,
      LICENSOR and LICENSEE have executed the Licence Agreement on June 19, 2006,
      and
      had agreed at the date of signature of the Licence Agreement that the lump
      sum
      entrance fee pursuant to Section 3.1 of the Licence Agreement will be agreed
      separately. Whereas LICENSOR and LICENSEE had further agreed that LICENSEE
      will
      directly negotiate with YSL Beauté the conditions of repurchase by LICENSEE of
      YSL Beauté’s then stock of Products as well as the other conditions of
      transition between YSL Beauté, respectively, Parfums Van Cleef & Arpels SA
      (hereinafter “PVCA”) and the LICENSEE;

    


    WHEREAS,
      LICENSOR and PVCA, in the presence of LICENSEE, have executed a protocol
      d’accord setting forth the conditions of early termination of the licence
      agreement between them, with effect as per December 31, 2006 (copy attached
      as
Annex
      1).

    


    WHEREAS,
      LICENSOR and LICENSEE wish to amend the Licence Agreement to confirm and specify
      the lump sum entrance fee and the conditions in relation to the transition
      from
      YSL Beauté, respectively Parfums Van Cleef & Arpels SA and the
      LICENSEE.

    


    THEREFORE,
      in consideration of the said premises and the mutual promises and covenants
      contained herein, the parties agree as follows:

    


    
      	1.  	
              The
                Parties confirm and agree that the COMMENCEMENT DATE pursuant to
                Section 2
                of the Licence Agreement shall be January 1, 2007 and that therefore,
                Section 1.2 shall be replaced by the
                following:

            


    

    


    ““COMMENCEMENT
      DATE” shall mean the date following the date on which the termination of
      LICENSOR’S current licence agreement for PRODUCTS under the TRADEMARKS is
      effective (December 31, 2006), that is January 1, 2007.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      PARTIES confirm and agree that Section 7.1 of the Licence Agreement shall be
      replaced by the following: 

    


    “7.1 The
      initial term of this AGREEMENT shall commence on the COMMENCEMENT DATE and
      shall
      have a duration of twelve (12) Contractual Years, and thus expire on December
      31, 2018 (Initial Term), unless renewed or sooner terminated as provided
      below.

    The
      parties expressly agree and confirm that the effectiveness of this Agreement
      and
      its entry into force shall be subject to the license agreement between LICENSOR
      and YSL Beauté being terminated by mutual understanding between the parties
      thereto (with effect as per December 31, 2006) and that an agreement between
      LICENSEE and YSL regarding LICENSEE’s take over of YSL’s then stock of PRODUCTS
      has been duly executed no later than January 31, 2007. In case no agreement
      is
      reached as afore said, this AGREEMENT shall not become effective and shall
      be
      nul and void. “

    


    


    
      	2.  	
              The
                Parties confirm and agree that the lump sum entrance fee pursuant
                to
                Section 3.1 of the Licence Agreement is in the amount of EUR 18 Mio.
                LICENSEE irrevocably agrees and undertakes to pay to LICENSOR, to
                the bank
                account indicated by LICENSOR, the aforesaid lump sum entrance fee
                of EUR
                18 Mio. no later than January 10,
                2007.

            


    

    


    
      	3.  	
              LICENSEE
                accepts and agrees that any consequences in relation to or stemming
                out of
                the stock and the distribution network it will take over from PVCA
                and
                more generally any consequence stemming out from or in relation to
                the
                terms agreed between PVCA and LICENSEE in article 8 of the protocole
                d’accord (Annex
                1)
                and/or the agreement LICENSEE has executed with PVCA, of which a
                copy is
                attached as Annex
                2,
                will solely and exclusively be at the charge and responsibility of
                LICENSEE, and undertakes to fully indemnify, hold harmless and defend
                LICENSOR from and against any such consequence. In particular (but
                not
                limited to the following) LICENSEE undertakes to fully indemnify,
                hold
                harmless and defend LICENSOR from and against any claims by any authority
                and/or any employee of PVCA (respectively, YSL Beauté, in relation to the
                PRODUCTS) and/or any distributor and/or any other business partner
                of PVCA
                for the PRODUCTS which is a consequence of or in relation to article
                8 of
                the protocole d’accord (Annex
                1)
                and/or the agreement LICENSEE has executed with PVCA (Annex
                2).
                Notwithstanding the foregoing, LICENSEE shall not have any indemnification
                obligation to LICENSOR solely in respect of (i) Trademark infringement
                claims or (ii) claims relating to the transfer of the Trademarks
                to
                LICENSOR or a related party of LICENSOR. LICENSEE
                undertakes to agree with PVCA on its takeover of the stock of PRODUCTS
                as
                soon as possible after December 31, 2006, and the latest by January
                31,
                2007, and will immediately inform LICENSOR thereof in writing, together
                with PVCA. The terms and conditions of the Licence Agreement will
                be fully
                valid and applicable to all of the stock thus purchased by LICENSEE
                from
                PVCA.

            


    

    


    
      	4.  	
              LICENSEE
                will coordinate with LICENSOR any communication and information to
                the
                public and/or the trade in relation to the execution and/or entry
                into
                force of the Licence Agreement and the business relationship with
                PVCA/YSL
                Beauté.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	5.  	
              Annex
                A to the Licence Agreement will be separately amended and communicated
                by
                LICENSOR, no later than October 31st,
                2006.

            


       

    

    
      	6.  	
              This
                Addendum may only be modified in writing, duly signed by the
                Parties.

            


    

    


    
      	7.  	
              Any
                and all Sections of the Licence Agreement not amended or modified
                by this
                Addendum shall be and remain fully valid and
                applicable.

            


    

    


    
      	8.  	
              Section
                15 (Applicable Law and Jurisdiction) of the Licence Agreement, which
                provides for Swiss law and Geneva arbitration, shall be fully valid
                and
                applicable to this Addendum.

            


    

    


    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	
              Paris
                29 September 2006

            	
              Paris
                29 September 2006

            
	
              place
                and date

            	
              place
                and date

            
	 	 
	 	 
	 	 
	
              /s/
                Stanislas de QUERCIZE

            	
              /s/
                Philippe BENACIN

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	
              /s/
                Jörg SCHAUFELBERGER

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    


     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ANNEX
      1

    


    Protocol
      d’accord

    


    


    As
      attached.

    


    


    


    


    
 

    
 

    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              place
                and date

            	
              place
                and date

            
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	
              _______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    


     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    ANNEX
      2

    


    


    Agreement
      between PVCA and LICENSEE

    


    


    As
      attached.

    


    


    


    


    
 

    


    


    


    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              place
                and date

            	
              place
                and date

            
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	
              _______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    
 

    
      
        
        

      

      
        5