Exhibit
      10.128: Certain confidential information in this Exhibit 10.128 was omitted
      and
      filed separately with the Securities and Exchange Commission (“SEC”) with a
      request for confidential treatment by Inter Parfums, Inc.

     

    

      


      


      LICENSE
        AGREEMENT


      


      


      


      


      


      


      


      VAN
        CLEEF & ARPELS

      


      


      AND

      


      


      INTER
        PARFUMS

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      Exhibit
        10.128: Certain confidential information in this Exhibit 10.128 was omitted
        and
        filed separately with the Securities and Exchange Commission (“SEC”) with a
        request for confidential treatment by Inter Parfums, Inc.

       

      
        	
                CONTENTS

              	
                PAGE

              
	 	 	 
	
                1.

              	
                DEFINITIONS

              	
                2

              
	
                2.

              	
                LICENSE

              	
                5

              
	
                3.

              	
                COMPENSATION
                  TO LICENSOR

              	
                6

              
	
                4.

              	
                PRODUCTS
                  AND QUALITY CONTROL

              	
                9

              
	
                5.

              	
                MARKETING
                  AND LAUNCH PLANS, ADVERTISING, MARKETING AND SALES
                  PROMOTION

              	
                12

              
	
                6.

              	
                DISTRIBUTION

              	
                16

              
	
                7.

              	
                TERM
                  AND TERMINATION

              	
                17

              
	
                8.

              	
                TRADEMARKS
                  AND OTHER INTELLECTUAL PROPERTY RIGHTS

              	
                21

              
	
                9.

              	
                EXCLUSIVITY

              	
                25

              
	
                10.

              	
                PRODUCT
                  LIABILITY

              	
                25

              
	
                11.

              	
                CONFIDENTIALITY

              	
                26

              
	
                12.

              	
                NOTICES

              	
                29

              
	
                13.

              	
                ASSIGNMENT

              	
                29

              
	
                14.

              	
                ENTIRE
                  AGREEMENT, MODIFICATION

              	
                30

              
	
                15.

              	
                APPLICABLE
                  LAW, JURISDICTION

              	
                31

              
	
                16.

              	
                REMEDIES,
                  NO WAIVER

              	
                31

              
	
                17.

              	
                SEVERABILITY

              	
                32

              
	
                18.

              	
                SECTION
                  HEADINGS

              	
                32

              
	
                19.

              	
                FORCE
                  MAJEURE

              	
                32

              


      

       

      


      
        	
                Annex
                  A

              	
                Trademarks

              
	
                Annex
                  B

              	
                Quality
                  Criteria

              
	
                Annex
                  C

              	
                Form
                  of Royalty Report

              
	
                Annex
                  D

              	
                Marketing
                  Activities

              
	
                Annex
                  E

              	
                Selective
                  Distribution Criteria

              
	
                Annex
                  F

              	
                Annual
                  Marketing Plan

              
	
                Annex
                  G

              	
                KEY
                  MARKETS

              


      

      


      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      LICENSE
        AGREEMENT

      


      


      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

      hereafter
        referred to as “LICENSEE”

      


      


      


      WHEREAS,
        LICENSOR and/or its RELATED COMPANIES (as hereinafter defined) are the owners
        of
        the TRADEMARKS (as hereinafter defined), the tradename “Van Cleef & Arpels”
(hereinafter “TRADENAME”), and the goodwill and reputation associated with them
        and manufactures or has manufactured for it and sells under the TRADEMARKS
        luxury goods, in particular high quality jewellery and watches. 

      


      WHEREAS,
        LICENSOR has the right to grant the exclusive right to use the TRADEMARKS
        and
        the TRADENAME in connection with the marketing of luxury fragrance and cosmetic
        products throughout the world in accordance with the terms and conditions
        of
        this AGREEMENT and to grant a license for the use of the TRADEMARKS as provided
        herein. 

      


      WHEREAS,
        LICENSEE desires to obtain the right to use the TRADEMARKS and the TRADENAME
        on
        and in connection with the development, manufacture and sale of the PRODUCTS
        (as
        hereinafter defined) throughout the world in accordance with the terms and
        conditions of this AGREEMENT.

      


      WHEREAS,
        LICENSOR is willing to grant LICENSEE the right to use the TRADEMARKS and
        the
        TRADENAME on and/or in connection with the manufacture and sale of the PRODUCTS
        (as hereinafter defined) throughout the TERRITORY on the terms and conditions
        hereinafter provided.

      


      LICENSEE
        is informed of the current licence agreement for Products under the Trademarks
        (both as hereinafter defined) with YSL Beauté and the parties agree that this
        Agreement shall only enter into force if and when the current licence agreement
        with YSL Beauté will have been terminated and the terms of Section 3.1, 7.1 and
        20 has been agreed on in writing. It is further agreed by the parties that
        this
        Agreement shall not enter into force and be nul and void if no termination
        Agreement is reached with the current licensee with effect as per September
        30,
        2006.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

      


      1. DEFINITIONS

      


      Unless
        the context otherwise requires, the following terms shall have the following
        meanings:

      


      	1.1  	
              “AGREEMENT”
                shall mean this License Agreement including all Annexes and Exhibits
                hereto, as the same may be amended, supplemented or modified in accordance
                with Section
                14
                hereof;

            


      


      	1.2  	
              “COMMENCEMENT
                DATE” shall mean the date on which the termination of LICENSOR’S current
                licence agreement for PRODUCTS under the TRADEMARKS is effective,
                which
                has to be a date on or prior to September 30,
                2006.

            


      


      	1.3  	
              “CONTRACTUAL
                YEAR” shall mean the period commencing on the COMMENCEMENT DATE and ending
                December 31, 2007 and thereafter any subsequent period of twelve
                months
                commencing on January 1 and ending on the following December
                31;

            


      


      	1.4  	
              “TRADEMARKS”
                shall mean the trademark “Van Cleef & Arpels” and other trademarks as
                represented and listed in Annex
                A Part 1 and 2
                hereto, together with any further names, symbols or marks which the
                parties may agree to introduce in accordance with the provisions
                of this
                AGREEMENT for the purpose of applying to the PRODUCTS, and shall
                include
                (but not be limited to) the various registrations thereof which have
                been
                obtained, which are pending, or which may be obtained, as are relevant
                to
                the PRODUCTS;

            


      


      	1.5  	
              “BOTTLES”
                shall mean the bottles or other containers (including, but without
                limitation, tubes, vials, jars, etc.) for the PRODUCTS in which the
                PRODUCTS are sold;

            


      


      	1.6  	
              “FORMULAE”
                shall mean the formulae relevant to the PRODUCTS, including but not
                limited the formula of the scent of the
                PRODUCTS;

            


       

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      	1.7  	
              “PRESENTATION”
                shall mean all trademarks, get-up, designs, advertising, merchandising,
                point of sale, promotional and packaging (including labelling) material
                appearing upon or used in relation to the
                PRODUCTS;

            


      


      	1.8  	
              “PRODUCTS”
                shall mean such luxury fragrance (women’s and men’s fragrance and home
                fragrance) and cosmetic products (limited to bath and body products,
                to
                the exclusion of skin care and make up products) as shall be launched
                in
                accordance with the provisions of this AGREEMENT, that LICENSEE may
                market, distribute and sell in connection with the TRADEMARKS and/or
                the
                TRADENAME pursuant to the terms and conditions of this
                AGREEMENT;

            


      


      	1.9  	
              “TECHNICAL
                INFORMATION” shall mean any and all know-how and retail information in
                connection with, for example, creative and technical input with respect
                to
                design, image, corporate identity, brand direction, advertising,
                marketing
                and promotion (including LICENSOR’S global marketing policy) relating to
                the PRODUCTS;

            


      


      	1.10  	
              “QUALITY
                CRITERIA” shall mean the quality criteria as outlined in Annex
                B
                attached hereto which may be amended with both parties’ written agreement
                (Section 14.2 below) and shall be consistent with the prestige of
                the
                TRADEMARKS, the TRADENAME and the goodwill and reputation associated
                with
                them;

            


      


      	1.11  	
              “BEST
                LOCAL WHOLESALE PRICE” shall, for the purpose of Section
                6.5
                below mean the lowest price of the first sale of the PRODUCTS from
                LICENSEE or a RELATED COMPANY of LICENSEE to any third party which
                is not
                a RELATED COMPANY of LICENSEE, may that be a distributor or a retailer,
                in
                each relevant market;

            


      


      	1.12  	
              “LICENSOR’S
                OUTLETS” shall mean those shop-in-shops, corners, concessions and free
                standing boutiques which are owned, operated or managed by LICENSOR,
                by
                any of its RELATED COMPANIES and/or by a third party under the
                TRADENAME;

            


      


      	1.13  	
              “TERRITORY”
                shall mean all countries and territories throughout the world, including
                duty free zones;

            


      


      	1.14  	
              “NET
                SALES” shall mean the invoice prices invoiced by LICENSEE and any of its
                RELATED COMPANIES on the first sale of PRODUCTS in the ordinary course
                of
                business to a non-RELATED COMPANY, after deduction of any sales taxes
                imposed on LICENSEE directly in respect of the PRODUCTS, credits,
                product
                returns, trade or cash discounts (including year-end discounts),
                provided
                that the aggregate of such deductions shall not exceed such amount
                as
                would be normal business practice in relation to the sale of luxury
                fragrance and grooming products of comparable prestige and price
                to the
                PRODUCTS. For the avoidance of any doubt, NET SALES shall not include
                sales of point of sales and/or promotional materials, including but
                not
                limited to testers, minis, samples, show cards and
                windows.

            


       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      	1.15  	
              “RELATED
                COMPANIES” shall mean any parent or subsidiary of any of the parties or
                any company affiliated with or related to any of them or a party
                or any
                company under common control with any of
                them;

            


      


      	1.16  	
              “KEY
                MARKETS” shall mean the territories listed in Annex
                G
                .

            


      


      	1.17  	
              “PROJECTED
                NET SALES” shall mean the projected net sales figure for the PRODUCTS in
                any calendar year as contained in the annual marketing plan relevant
                for
                that calendar year;

            


       

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      


      2.  LICENSE

      


      	2.1  	
              LICENSOR
                hereby grants LICENSEE an exclusive license to use the TRADEMARKS
                and/or
                the TRADENAME in connection with the development, manufacture, sale,
                distribution, advertising, merchandising, promotion and marketing
                of the
                PRODUCTS in the TERRITORY for the term of the AGREEMENT in accordance
                with
                the conditions set out below. LICENSEE shall be entitled to use the
                TRADEMARKS set forth in Annex
                A Part 1
                hereto and/or the TRADENAME in connection with other trademarks and/or
                other distinctive or descriptive attributes (words, logos, devices,
                etc.)
                but only as LICENSOR shall first approve in accordance with Section
                4.2
                (in particular Section
                4.2.2)
                and as set forth below. The goodwill generated through the sale of
                the
                PRODUCTS shall vest exclusively in LICENSOR.


            


      


      	2.2  	
              During
                the term of this AGREEMENT and subject to prior written approval
                by
                LICENSOR, LICENSEE shall also be authorised to use the TRADENAME
                as a
                branch or division name as “Parfums Van Cleef & Arpels”, especially on
                stationery etc., or, to incorporate the TRADENAME into the company
                name of
                a RELATED COMPANY (as “Parfums Van Cleef & Arpels”). The approval
                shall be deemed to have been given if LICENSOR does not give written
                notice of disapproval within one (1) month after LICENSOR has received
                LICENSEE’S written request for approval together with details of the
                planned incorporation of the TRADENAME.

            


      


      	2.3  	
              LICENSEE
                will inform LICENSOR about the planned incorporation of the TRADENAME
                into
                the company name of a RELATED COMPANY in good time at the latest
                four
                weeks before the respective entry in the Commercial
                Register.

            


      	2.4  	
              LICENSOR
                will, at the request of LICENSEE, co-operate as required in the
                incorporation of the TRADENAME into the company name of a RELATED
                COMPANY
                of LICENSEE, and supply all necessary declarations or take the necessary
                actions, the costs of such declarations or actions to be reimbursed
                by
                LICENSEE.

            


      


      	2.5  	
              Promptly
                after the expiration or termination of the AGREEMENT, or if there
                is a
                sell-off period (Section
                7.5 below)
                promptly after the end of such sell-off period, LICENSEE agrees to
                procure
                the change of the name of a branch, division or RELATED COMPANY referred
                to in Sections
                2.2 to 2.4 by
                deleting the TRADENAME and ceasing to use and destroying all relevant
                headed stationary, correspondence or other printed material bearing
                the
                TRADENAME.

            


       

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      	2.6  	
              LICENSEE
                warrants that any use of the TRADENAME by a branch, division or RELATED
                COMPANY in accordance with the provisions of Section
                2.2
                above will only be permitted in order to enable LICENSEE to perform
                its
                obligations in relation to the marketing, sale, development and
                manufacturing of the PRODUCTS under this AGREEMENT, to the exclusion
                of
                any other activities, and will be subject to that branch, division
                or
                RELATED COMPANY complying in all other respects with the terms of
                this
                AGREEMENT and all applicable local legal requirements relating to
                its
                incorporation and the conduct of its
                business.

            


      


      	2.7  	
              LICENSOR
                may only with LICENSEE’s prior written approval (which will be in
                LICENSEE’S exclusive discretion) and subject to the warranties given in
                Sections
                10.2 to 10.4,
                be entitled to sell other products which are not PRODUCTS together
                with
                PRODUCTS, especially in combination packages, marketed under the
                TRADEMARK, or to give away other products as “gift with purchase” together
                with the PRODUCTS (hereinafter collectively called “OTHER PRODUCTS”).
                

            


      


      


      3.  COMPENSATION
        TO LICENSOR

      


      	3.1  	
              In
                consideration of the rights granted and the services to be performed
                by
                LICENSOR hereunder, LICENSEE shall pay to LICENSOR a lump sum entrance
                fee
                of EUR _____* Mio. Further, in consideration of the rights granted
                and the
                services to be performed by LICENSOR during each CONTRACTUAL YEAR
                or part
                thereof a royalty which shall be equal to [--------------]1  NET
                SALES of all PRODUCTS sold in any CONTRACTUAL YEAR , and which shall
                in
                any CONTRACTUAL YEAR be a minimum amount as specified in Section
                3.2
                below.

            


      _______

      *Left
        blank in original.

       

       

       

      
        
          

        

        1
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:1.

      

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      	3.2  	
              LICENSEE
                agrees to pay the following guaranteed minimum royalties to LICENSOR
                to be
                paid in (4) equal amounts in each CONTRACTUAL YEAR (“CY”) in accordance
                with Section
                3.3
                below:

            


      


      MINIMUM
        GUARANTEED ROYALTIES

      


      
        	
                Contractual
                  Year

              	
                Minimum
                  Guaranteed Royalty

              
	
                CY
                  1 Commencement Date to Dec 31 2007

              	
                [---------------]

              
	
                CY
                  2 Jan 1 to Dec 31 2008

              	
                [---------------]

              
	
                CY
                  3 Jan 1 to Dec 31 2009

              	
                [---------------]

              
	
                CY
                  4 Jan 1 to Dec 31 2010

              	
                [---------------]

              
	
                CY
                  5 Jan 1 to Dec 31 2011

              	
                [---------------]

              
	
                CY
                  6 Jan 1 to Dec 31 2012

              	
                [---------------]

              
	
                CY
                  7 Jan 1 to Dec 31 2013

              	
                [---------------]

              
	
                CY
                  8 Jan 1 to Dec 31 2014

              	
                [---------------]

              
	
                CY
                  9 Jan 1 to Dec 31 2015

              	
                [---------------]

              
	
                CY
                  10 Jan 1 to Dec 31 2016

              	
                [---------------]

              
	
                CY
                  11 Jan 1 to Dec 31 2017

              	
                [---------------]

              
	
                CY
                  12 Jan 1 to Dec 31 2018

              	
                [---------------]2

              


      

       

      For
        the
        avoidance of doubt, the parties confirm that the minimum guaranteed royalties
        shall be non-cumulative on a year-to-year (CONTRACTUAL YEARS)
        basis.

      


      	3.3  	
              LICENSEE
                shall, for each quarter of each CONTRACTUAL YEAR, pay to LICENSOR
                the
                greater of the cumulative amount of royalties payable under Section
                3.1
                above or the cumulative minimum royalties due in that CONTRACTUAL
                YEAR up
                to that date less any royalties, whether payable under Section
                3.1
                or
                guaranteed minimum royalty payments, already paid in that CONTRACTUAL
                YEAR. These payments will be made within [---------------]3
                after
                the end of each calendar quarter, such quarters ending on 31 March,
                30
                June, 30 September and 31 December in each CONTRACTUAL YEAR. Each
                payment
                shall be accompanied by a quarterly royalty report in the form as
                attached
                as Annex
                C.

            


       

      
         

          
            

          

        

        2
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:2.

         

      

      3 Confidential
        information omitted
        and filed separately with the SEC with a request for confidential treatment
        by
        Inter Parfums, Inc. No. 10.128:3.

       

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      

        	3.4  	
                In
                  addition to the quarterly royalty reports referred to in Section
                  3.3
                  above, LICENSEE shall - if requested by LICENSOR promptly after
                  the end of
                  a calendar year - provide to LICENSOR within [---------------]
                  4 of
                  the end of each calendar year a global certificate from its internal
                  auditors certifying that the volume and value of sales of the PRODUCTS
                  for
                  that calendar year and that the figures contained in the quarterly
                  royalty
                  reports for the same calendar year correspond with the entries
                  in the
                  books of LICENSEE and where appropriate, any RELATED COMPANY of
                  LICENSEE
                  or any other entity under its control and certifying the global
                  deductions
                  from gross sales made to calculate the NET SALES figure for the
                  relevant
                  calendar year. The certificate shall also certify that the figures
                  set out
                  in the year-end rebate referred to in Section
                  6.5
                  are true and accurate. Additionally, upon requested by, LICENSEE
                  shall
                  provide a certificate from its external auditors confirming that
                  the
                  volume and value of sales of the PRODUCTS for that calendar year
                  and that
                  the figures contained in the quarterly royalty reports correspond
                  with the
                  entries in the books of LICENSEE and, where appropriate, any RELATED
                  COMPANY of LICENSEE or any other entity under its control and certifying
                  the global deductions from gross sales made to calculate the NET
                  SALES
                  figure for the relevant calendar.

              


      

      
         

      

      	3.5  	
              Failure
                by LICENSEE to make payment of any royalties within [--------------]5
                after
                their due date shall thereafter incur accrued interest at the basic
                bank
                interest rate of BNP, Banque Nationale de Paris, plus [---------------]]6
                per
                annum. Payment shall be applied first against any interest which
                may have
                been accrued to the date of the payment and any balance against the
                amount
                of royalties outstanding.

            


      


      	3.6  	
              All
                taxes required by law to be withheld or assessed on or with respect
                to the
                remittance of royalties by LICENSEE or any RELATED COMPANY hereunder
                shall, if paid by LICENSEE or any related party, be deducted from
                the
                amount of royalties payable to LICENSOR. LICENSEE shall furnish LICENSOR
                with documentation reflecting the amount and proof of such tax
                payments.

            


      


      	3.7  	
              All
                royalties shall be paid in Euro. The exchange rate of the royalties
                from
                foreign currencies to Euro shall be calculated according to the average
                rate of exchange during the last month of the quarter being reported
                as
                published in the Financial Times under the heading “Exchange Cross Rate”
                or, in the event that the relevant calculations cannot be made as
                aforesaid, by such other exchange rate calculation formula as may
                be
                agreed by the parties.

            


       

       

      
        

      

      4 Confidential
        information omitted
        and filed separately with the SEC with a request for confidential treatment
        by
        Inter Parfums, Inc. No. 10.128:4.

      5
Confidential
        information omitted and
        filed separately with the SEC with a request for confidential treatment by
        Inter
        Parfums, Inc. No. 10.128:5.

      6 Confidential
        information omitted
        and filed separately with the SEC with a request for confidential treatment
        by
        Inter Parfums, Inc. No. 10.128:6.

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      	3.8  	
              LICENSEE
                shall not be obliged to pay royalties on any compensation received
                from
                its customers as a participation on advertising and sales promotion,
                such
                as payments for decoration, testers and
                samples.

            


      


      	3.9  	
              LICENSEE
                agrees to keep full and accurate books and records relating to the
                marketing and the sale of the PRODUCTS. LICENSEE agrees that LICENSOR
                shall have the right to inspect, audit or make copies of the books
                and
                records of LICENSEE and/or any RELATED COMPANIES of LICENSEE relating
                to
                the computation and the payment of the royalties due and owing to
                LICENSOR
                within [--------------------]7 after
                the quarter in question up to [---------------]8
                a
                year at reasonable times and upon no less than one month’s prior notice.
                This right terminates [---------------]9 after
                the expiration of this AGREEMENT.

            


      


      	3.10  	
              If
                a shortfall in the ROYALTIES paid is verified, LICENSEE shall promptly
                pay
                to LICENSOR all additional ROYALTIES due. If the shortfall is greater
                than
                [[---------------]10
                of
                the cumulative amount of ROYALTIES paid by LICENSEE for the relevant
                period, then the LICENSEE shall also pay to LICENSOR an amount equal
                to
                the reasonable costs and expenses of LICENSOR’S examination together with
                interest calculated in accordance with Section
                3.5
                above.

            


      
 

      4.  PRODUCTS
        AND QUALITY CONTROL

      


      	4.1  	
              The
                parties shall collaborate in the development process of the PRODUCTS
                so
                that the PRODUCTS brought to the market will be consistent with the
                image
                of LICENSOR and the TRADEMARKS, and in conformity with the QUALITY
                CRITERIA.

            


      


      LICENSEE
        expressly agrees to take LICENSOR’S image and reputation into consideration in
        the development and the manufacturing of the PRODUCTS and ensure that the
        PRODUCTS will be in accordance with LICENSOR’S image and reputation and will not
        harm or diminish LICENSOR’S image and reputation and the goodwill LICENSOR has
        built up with its other products.

       

       

        
          

        

      

      7
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:7.

      8
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:8.

      9
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:9.

      10
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:10.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

      


      	4.2  	
              The
                parties agree that LICENSOR shall have approval rights with regard
                to the
                PRODUCTS over:

            


      


      the
        concept

      the
        scent

      the
        name

      the
        inner
        and outer packaging (including but not limited to the bottles, the folding
        boxes, any other packagings, tubes, vials and jars)

      


      and
        any
        changes made thereto. As far advertising and marketing, it is referred to
        Section
        5.5 below.

      


      	4.2.1  	
              If
                LICENSOR does not give its approval of any of LICENSEE’S proposals with
                regard to the concept, the scent or the packaging, it shall give
                its
                reasons for such withholding and agrees to submit its ideas, input,
                advice, and suggestions with regard thereto to LICENSEE within
                [---------------]11 after
                having received such proposal.

            


      


      	4.2.2  	
              Within
                [---------------]12 of
                receipt of LICENSEE’S request for approval of any name in accordance with
                this Section
                4.2,
                or any trademark and/or any other attribute in accordance with
                Section
                2.1
                as
                well as the submission of a completed availability search by LICENSEE
                in
                accordance with Section
                8.16
                below, LICENSOR shall notify LICENSEE which names, trademarks or
                attributes it approves or disapproves and shall give its reason for
                any
                disapproval.

            


      


      	4.2.3  	
              In
                the event of non-approval pursuant to Sub-Sections
                4.2.1 and/or 4.2.2
                above, LICENSEE agrees to take LICENSOR’S comments, ideas, input and
                advice into consideration and to amend or revise its proposal and/or
                implement LICENSOR’S suggestions and submit the revised proposal to
                LICENSOR for its approval, it being understood that LICENSOR and
                LICENSEE
                shall use their best endeavours to closely cooperate in order to
                have
                finally a satisfactory common project.

            


      


      	4.2.4  	
              Any
                proposal submitted to LICENSOR for approval and not disapproved within
                [---------------]13
                after
                LICENSOR having received such proposal shall be deemed to have been
                approved.

            


       

       

        
          

        

      

      
        11
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:11.

        12
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:12.

      

      
        13
          Confidential
          information omitted and filed separately with the SEC with a request for
          confidential treatment by Inter Parfums, Inc. No. 10.128:13.

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

         

      

      	4.3  	
              LICENSEE
                shall be responsible for ensuring that the PRODUCTS, the BOTTLES,
                the
                FORMULAE and the PRESENTATION comply with the agreed designs, models
                and
                prototypes and with all relevant laws, regulations, specifications
                and
                standards in force with respect thereto and with all LICENSOR’S reasonable
                instructions relating to the PRODUCTS, in particular, their quality
                and
                presentation. LICENSEE will withdraw from the course of manufacture
                and/or
                storage and not place upon the market any goods found not in accordance
                with the QUALITY CRITERIA, whether fully or partly manufactured.
                

            


      LICENSEE
        agrees and undertakes to maintain the quality of the PRODUCTS existing at
        the
        date of signing of this AGREEMENT at minimum at their then current level
        .

      


      	4.4  	
              LICENSEE
                agrees to use commercially reasonable efforts to develop the sales
                of the
                PRODUCTS and to launch new PRODUCT lines at least in KEY MARKETS,
                as
                follows:

            


      


      	-  	
              March
                2008 : launch of new fragrance for women

            


      	-  	
              September
                2008 : launch of new fragrance for men

            


      	-  	
              Between
                [---------------]14:
                launch of the 2nd
                new fragrance for women

            


      	-  	
              [---------------]15:
                animate and support of all PRODUCT lines

            


      


      	4.5  	
              LICENSOR
                agrees to use its best efforts to ensure that the reputation, image
                and
                the goodwill of the TRADEMARKS as represented in Annex
                A
                Part 1 and/or of the TRADENAME shall retain its present standing
                (as of
                signing of this AGREEMENT), particularly in connection with other
                products
                manufactured and/or distributed under the TRADEMARKS and/or the TRADENAME
                by LICENSOR, RELATED COMPANIES of LICENSOR or other licensees,
                sub-licensees and franchisees of
                LICENSOR.

            


      


      	4.6  	
              LICENSEE
                will permit LICENSOR or its authorised representative at all reasonable
                times to enter the LICENSEE’S premises where the PRODUCTS are made,
                stored, distributed or sold, for the purpose of inspection thereof.
                In
                order to enable LICENSOR to control the quality of the PRODUCTS,
                LICENSEE
                agrees to submit to LICENSOR after reasonable request random samples
                (up
                to 4 items per range of PRODUCTS) free of cost for inspection.
                

            


       

      
        
          

        

      

      14 Confidential
        information omitted
        and filed separately with the SEC with a request for confidential treatment
        by
        Inter Parfums, Inc. No. 10.128:14.

      15
Confidential
        information omitted and
        filed separately with the SEC with a request for confidential treatment by
        Inter
        Parfums, Inc. No. 10.128:15.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      	4.7  	
              If
                LICENSEE uses sub-manufacturers or sub-licensees, in accordance with
                the
                terms of this AGREEMENT for the manufacture of the PRODUCTS, LICENSEE
                shall remain liable for ensuring that the quality of the PRODUCTS
                remains
                in accordance with the QUALITY CRITERIA. LICENSEE shall permit or
                procure
                that the sub-manufacturer or sub-licensee shall permit the LICENSOR
                or its
                representative during normal business hours to enter any place of
                manufacture or storage occupied by or used by the sub-manufacturer
                or the
                sub-licensee for the purpose of inspection of the PRODUCTS and to
                ensure
                that the QUALITY CRITERIA are being adhered to. PROVISIONS for this
                purpose shall be incorporated into any sub-manufacturing contract
                or
                sub-license granted hereunder. LICENSEE undertakes to have executed
                by any
                of such sub-manufacturer and sub-licenses a declaration acknowledging
                LICENSOR’s intellectual property rights as provided by
                LICENSOR.

            


      


      LICENSEE
        will use its best efforts to ensure that such suppliers which are branding
        any
        of the components of the PRODUCTS with any of the TRADEMARKS permit the LICENSOR
        or its representative either alone or together with LICENSEE or its
        representative within reasonable intervals and after reasonable notice during
        normal business hours to enter any place of manufacture or storage occupied
        or
        used by such suppliers for the purpose of inspection of the PRODUCTS and
        to
        ensure that the QUALITY CRITERIA are being adhered to.

      


      	4.8  	
              The
                Parties agree that it is essential that the Products be marked “Made in
                France”. For that purpose, LICENSEE undertakes that any and all Products
                shall be manufactured in such a manner as to permit such marking
                in
                accordance with country of origin markings and regulations and any
                other
                relevant regulation in force during the term of this AGREEMENT in
                the
                Territory. 

            


      


      	4.9  	
              LICENSEE
                is informed that LICENSOR and the Richemont Group are engaged in
                respecting international treaties and guidlines in relation to, inter
                alia, protection of environment, labour conditions (no child labour)
                and
                testing of products (no tests on animals), and LICENSEE undertakes
                to
                carry out this AGREEMENT in full respect of aforesaid.
                

            


      


      


      5.  MARKETING
        AND LAUNCH PLANS, ADVERTISING, MARKETING AND SALES
        PROMOTION

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      	5.1  	
              LICENSEE
                shall, on a [---------------]16,
                and in each calendar year, communicate in writing to LICENSOR and
                follow
                such communication within [---------------]17,
                or within such other period as the parties may agree, with a presentation
                for discussion purposes at LICENSOR’S premises, or at such other location
                as may be agreed, the following:

            


      


      	(a)  	
              its
                marketing plan for the following [---------------]18 period
                to include the information set out in Annex
                F
                hereto;

            


      


      	(b)  	
              [---------------]19
                per
                calendar year, than its indicative Strategic Plan for the following
                [[---------------]20,
                such Strategic Plan to include a market overview, LICENSEE’S strategy and
                marketing objectives, a marketing calendar and summary of planned
                advertising and promotional expenditure, brand positioning and pricing;
                and

            


      


      	(c)  	
              any
                new PRODUCT launch plans, if relevant, in accordance with Section
                5.3
                below.

            


      


      	5.2  	
              At
                the time LICENSEE presents its marketing plan in accordance with
                Section
                5.1 (a)
                above, LICENSOR shall present its PRODUCT marketing plan for the
                following
                [---------------]21,

            


      


      	5.3  	
              The
                launch plan for each new line of PRODUCTS shall be presented at the
                relevant marketing proposal presentation referred to in Section
                5.1
                above, or at a separate presentation if agreed by the
                parties.

            


       

       

        
          

        

      

      
        16
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:16.

        17
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:17.

      

      
        18
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:18.

        19
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:19.

        20
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:20.

        21
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:21.

      

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      	5.4  	
              LICENSEE
                shall be responsible for producing and circulating all advertising
                and
                promotional materials in the TERRITORY at its costs. LICENSEE agrees
                to
                take LICENSOR’S image into consideration in its advertising and promotion
                for the PRODUCTS and to ensure that the advertising and promotion
                for the
                PRODUCTS will be in accordance with LICENSOR’S image and reputation and
                will not harm or diminish LICENSOR’S image and reputation and the goodwill
                LICENSOR has built up with its other products. LICENSEE further agrees
                to
                consult with LICENSOR with regard to advertising and sales promotion
                and
                to take LICENSOR’S advice into due consideration in order to develop
                advertising which is consistent with the image and reputation of
                LICENSOR.

            


      


      	5.5  	
              The
                parties agree that LICENSOR shall have approval rights with regard
                to the
                advertising and marketing for the PRODUCTS
                over

            


      


      the
        “central” marketing materials

      the
        “central” PR releases

      the
        “central” advertising material

      major
        public relation events

      


      (“central”
        means the initial core materials that will be sent by LICENSEE to international
        markets for translation and adaptation to local markets. It is thereby
        understood, that there will be no “local” marketing, PR and advertising material
        other than the translated or to the local needs adapted “central” marketing, PR
        and advertising material).

      


      If
        LICENSOR does not consent to any of LICENSEE’S proposals with regard to the
        advertising and marketing for the PRODUCTS, it shall give its reasons for
        such
        withholding and agrees to submit its ideas, input and advice with regard
        thereto
        to LICENSEE within [---------------]
        22 after
        having received such proposal. LICENSEE agrees to take LICENSOR’S comments,
        ideas, input and advice into consideration and amend or revise its proposal
        and/or implement LICENSOR’S suggestions and submit the revised proposal to
        LICENSOR for approval-it being understood that LICENSOR and LICENSEE shall
        use
        their best endeavours to closely cooperate in order to have finally a
        satisfactory common project.

      


      	5.6  	
              LICENSEE
                undertakes to spend jointly with its distributors in each calendar
                year a
                minimum percentage of its PROJECTED NET SALES on advertising and
                marketing
                of the PRODUCTS (hereinafter called “Advertising and Marketing
                Expenditure”) as follows:

            


      


      -
        First
        Contractual Year (or part
        thereof)           
[---------------]23 

       

      
        

      

    

    
      22
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:22.

      23
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:23.

    

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    -
      Second
      and third Contractual
      Year                  
 [---------------]24 

    -
      Fourth
      and any subsequent Contractual Year [---------------]25

     

    The
      term
      Advertising and Marketing Expenditure shall cover all expenditure for the
      activities listed in Annex
      D.
      Product
      development costs for new PRODUCTS actually launched (excluding line extensions
      which are not new PRODUCTS), and pre-launch costs, shall in the first year
      of
      their launch be included in the Advertising and Marketing
      Expenditure.

    


    It
      is
      expressly agreed that LICENSEE undertakes to spend jointly with its distributors
      at least [---------------]26 of
      the
      Advertising and Marketing Expenditure on Media Advertising (point 1 of
Annex
      D).

    


    
      	5.7  	
              The
                range of measures making up advertising and marketing activities
                for the
                purpose of this Section
                5
                shall be as defined in Annex
                D
                attached to this AGREEMENT.

            


    

    


    
      	5.8  	
              Subject
                to compliance with the provisions of this AGREEMENT, LICENSEE shall
                be
                free to decide whether and to what extent the advertising and marketing
                activities and methods specified in Annex
                D
                to
                this AGREEMENT are to be employed.

            


    

    


    
      	5.9  	
              Any
                information about LICENSOR as well as any pictures and photos of
                LICENSOR
                or LICENSOR’S OUTLETS shall be subject to LICENSOR’S prior written
                approval.

            


    

    


    LICENSOR
      agrees to sell to LICENSEE a reasonable number of samples of other products
      of
      LICENSOR at wholesale price and provide LICENSEE with a reasonable number of
      photos, drawings, etc. of LICENSOR’S shops or products for LICENSEE’S use in
      advertising, promotion or any other way.

    


    
      	5.10  	
              In
                case LICENSOR and LICENSEE intend to arrange for public relation
                statements referring to their co-operation they will beforehand consult
                with each other and harmonise words, pictures and further details
                of the
                public relation actions and each shall confirm in writing to the
                other its
                approval of the final format of such statement prior to public
                release.

            


    

    


    
      	5.11  	
              LICENSOR
                undertakes to provide LICENSEE with information about and reasonable
                quantities of representative samples of advertising and promotional
                material used by LICENSOR.

            


    

     

     

      
        

      

    

    
      24
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:24.

      25
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:25.

      26
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:26.

    

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	5.12  	
              If
                requested by LICENSEE, LICENSOR agrees to inform LICENSEE about its
                actual
                marketing strategies and communication concepts by providing LICENSOR
                with
                relevant TECHNICAL INFORMATION. LICENSEE shall take these strategies
                into
                reasonable consideration for the development of the advertising and
                promotion for the PRODUCTS.

            


    

    


    
      	5.13  	
              If
                requested by either party, the parties shall consult with each other
                from
                time to time on advertising and promotion activities to be implemented
                jointly and/or together with other licensees, sub-licensees or franchisees
                of LICENSOR.

            


    

    


    
      	5.14  	
              LICENSEE
                shall make available to LICENSOR:

            


    

    


    a
      quarterly report on the status of its expenditure for advertising, merchandising
      and promotions, including Advertising and Marketing Expenditure;
      and

    


    regular
      evidence of expenditure in relation to advertising, merchandising and promotion
      for the PRODUCTS by providing representative samples of its advertising, public
      relation releases, etc.

    


    
      	5.15  	
              LICENSOR
                shall be free to use for LICENSOR’S OUTLETS LICENSEE’S advertising and
                marketing materials for the PRODUCTS, subject to the limitations
                of rights
                granted by third parties in relation to such advertising and marketing
                materials for the PRODUCTS. To this end, LICENSEE will supply to
                LICENSOR
                reasonable quantities of aforesaid material, upon request by LICENSOR
                at
                BEST WHOLESALE PRICE.

            


    

    


    


    6.  DISTRIBUTION

    


    
      	6.1  	
              LICENSEE
                agrees to distribute the PRODUCTS or have them distributed by its
                RELATED
                COMPANIES or third party distributors only through selected distribution
                channels (speciality department stores, qualified independent perfumeries,
                select perfumery chains and travel retail outlets) of high standing
                and
                compatible with the high quality and high luxury image of the TRADEMARKS.
                Upon request by LICENSOR, LICENSEE will provide LICENSOR with information
                about the names and addresses of its distributors and authorised
                outlets,
                and in particular with confirmation (respectively, information) in
                the
                case of individual outlets that they are (respectively, whether they
                are)
                supplied by LICENSEE or its authorised
                distributors.

            


    

     

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	6.2  	
              LICENSEE
                shall use its best efforts to ensure that such outlets conform with
                LICENSOR’S selective distribution criteria as set out in Annex
                E
                hereto. LICENSOR reserves the right for its representatives to visit
                all
                outlets supplied by LICENSEE or its authorised distributors in order
                to
                ensure that they do so conform and, in the event they do not and
                after
                being requested by LICENSOR, LICENSEE shall, subject to compliance
                with
                local laws, use its best efforts that such outlets will no longer
                be
                supplied with the PRODUCTS.

            


    

    


    
      	6.3  	
              LICENSEE
                agrees to use its best endeavours that all material of whatever nature
                relevant to the TRADENAME or the TRADEMARKS will be promptly removed
                from
                any outlet which ceases to sell the
                PRODUCTS.

            


    

    


    
      	6.4  	
              LICENSEE
                agrees not to distribute or sell the PRODUCTS though correspondence
                (including mail order / catalogue sales) without first obtaining
                LICENSOR’S written consent. LICENSEE further agrees that the marketing,
                distribution or sale of the PRODUCTS through any electronic means
                such as
                the Internet shall only be authorised for approved retailers provided
                they
                have a physical outlet fulfilling the criteria as set out in Section
                6.2/Annex E , and provided that the use of the Internet is consistent
                with
                the high quality and high luxury image of the PRODUCTS and criteria
                as
                LICENSOR may reasonably communicate from time to
                time.

            


    

     

    
      
        	6.5  	
                LICENSOR
                  shall be free, in its exclusive discretion, to market and sell
                  the
                  PRODUCTS through LICENSOR’S OUTLETS in the TERRITORY. It is agreed that
                  LICENSOR, and any of its RELATED COMPANIES or franchisees, shall
                  order the
                  PRODUCTS from LICENSEE, and LICENSEE shall accept, or procure the
                  acceptance of such orders, and shall deliver the PRODUCTS to LiCENSOR
                  at
                  BEST LOCAL WHOLESALE PRICE minus [---------------------]
                  27.
                  Royalties shall be paid in accordance with the provisions of Section
                  3
                  above on sales to LICENSOR, any of its RELATED COMPANIES or franchisees
                  in
                  accordance with this
                  Section.

              


      

       

    

    LICENSOR
      shall remain free in the TERRITORY to distribute the PRODUCTS in reasonable
      quantities for sales of personnel of the Richemont Group, for business gift
      purposes (free of charge), and/or for promotional purposes.

    


    
      	6.6  	
              LICENSEE
                shall use all commercially reasonable efforts to supply PRODUCTS
                to
                LICENSOR by such dates as LICENSOR shall reasonably notify to LICENSEE
                in
                order to meet LICENSOR’S time-table for preparation of brochures,
                promotional activities, etc.

            


    

    


    


    7.  TERM
      AND TERMINATION

     

    
      
        

      

    

    
      27
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:27.

    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
 

    
      	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 no later than
                September 30, 2006 the latest as per the COMMENCEMENT DATE of this
                Agreement) and that an agreement between LICENSOR, LICENSEE and YSL
                regarding the transition and the intellectual property rights relating
                to
                the then existing PRODUCTS has been duly executed no later than September
                30, 2006. In case no agreement is reached with YSL Beauté for the
                termination of the licence agreement between such company and LICENSOR,
                and no agreement be reached by the parties on the termination (see
                Section
                20) on the date of September 30, 2006, the latest, this AGREEMENT
                shall
                not become effective and shall be nul and
                void.

            


    

     

    
      	7.2  	
              Each
                party shall be entitled to renew the AGREEMENT for a further term
                of five
                (5) Contractual Years up to and including December 31, 2023, upon
                written
                notice to the other, such notice to be given on or before June 1,
                2018, in
                the event the global net sales as reflected in LICENSEE’S books for the
                Contractual Year 11 (2017) were above [---------------]28.

            


    

    


    
      	7.3  	
              The
                parties agree that they shall no later than 31 December 2017 ( end
                of
                CONTRACTUAL YEAR 11) consult together with a view to agreeing by
                June 1,
                2018 the terms and conditions upon which they may further extend
                the
                AGREEMENT with effect from January 1,
                2019.

            


    

    


    
      	7.4  	
              Each
                party shall be entitled to terminate the AGREEMENT upon written notice
                to
                the other party upon the occurrence of any of the following
                events:

            


    

    


    
      	7.4.1  	
              the
                other party shall default or fail to make when due any payment due
                hereunder, and such default or failure shall continue for a period
                of
                [---------------]29
                after receipt of notice thereof from the other
                party;

            


    

    


    
      	7.4.2  	
              a
                material breach of any provision of this AGREEMENT which is not remedied
                within [---------------]30
                of
                written notice thereof;

            


    

     

     

      
        

      

    

    
      28
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:28.

      
        29
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:29.

        30
          Confidential information omitted and filed separately with the SEC with
          a
          request for confidential treatment by Inter Parfums, Inc. No.
          10.128:30.

      

    

     

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	7.4.3  	
              liquidation,
                insolvency or bankruptcy, suspension of payments, heavy indebtedness
                or
                discontinuance of business of the other
                party;

            


    

    


    
      	7.4.4  	
              any
                of the circumstances referred to in Section
                19
                below persist for a period of at least [---------------]31.

            


    

    


    
      	7.5  	
              Each
                party shall be entitled to terminate the AGREEMENT with [----------] 32
                written notice in the event of the other party coming under the direct
                or
                indirect control (control means to control more than fifty per cent
                of the
                voting rights which enables this party to exercise effective control)
                of a
                direct competitor of the party becoming entitled to terminate. For
                the
                purpose of the AGREEMENT, competitor of LICENSOR or LICENSEE shall
                mean
                [----------------------]33
                and/or any company within one of the aforesaid group of companies
                from
                time to time. For the avoidance of doubt, in the event of termination
                pursuant to this Section, LICENSEE shall not be entitled to any sell-out
                period after the expiration of the [---------------]34
                notice period. In the event that either party should give notice
                of
                termination in accordance with this Section
                7.5,
                it is acknowledged that LICENSEE shall not be obliged to pay minimum
                royalties in accordance with Section
                3.2
                above from the date notice has been
                given.

            


    

    


    This
      right of termination has to be executed by a party within [------------] 35 
      after
      that party having been informed about any of the aforementioned
      events.

    


    
      	7.6  	
              Any
                notice of termination must be given by means of a registered letter
                sent
                to the relevant party’s address in accordance with the provisions of
                Section
                12
                below.

            


    

    


    
      	7.7  	
              Upon
                the expiration or termination of the
                AGREEMENT:

            


    

     

    
      	7.7.1  	
              LICENSEE
                shall cease to manufacture the PRODUCTS, the BOTTLES and the
                PRESENTATION;

            


       

      
        

      

    

    
      31
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:31.

      32
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:32.

      33
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:33.

      34 Confidential
        information omitted and filed separately with the SEC with a request for
        confidential treatment by Inter Parfums, Inc. No. 10.128:34.

      35
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:35.

    

     

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    
      	7.7.2  	
              provided
                the termination has not been a result of default of LICENSEE or of
                notice
                having been given by either party under Sections
                7.2 or 7.5
                above, LICENSEE shall be entitled to sell off the existing stock
                of
                PRODUCTS for a period up to [---------------]36 
                following the date of termination and to use up the existing materials
                for
                the manufacture of the PRODUCTS and to sell off the so-produced PRODUCTS
                within the sell-off period. During the sell-off period LICENSEE shall
                continue to provide quarterly reports and pay royalties on NET SALES,
                but
                shall not be obliged to pay any minimum royalties. PRODUCTS will
                not be
                sold at a discount (other than ordinary discounts in the normal course
                of
                business) unless LICENSOR’S prior written approval has been
                obtained;

            


       

    

    
      	7.7.3  	
              LICENSEE
                shall either at the end of the sell-off period referred to in Section
                7.5
                above or, if there is no sell-off period, upon expiration or termination
                of the AGREEMENT, promptly supply to LICENSOR an inventory of the
                PRODUCTS, BOTTLES and PRESENTATION and all other materials relevant
                to
                manufacture, marketing and distribution of the PRODUCTS, including
                but not
                limited to bottles, folding-boxes or other containers then in stock,
                and
                an inventory of all relevant tooling. LICENSOR shall have the right
                to
                purchase the inventory at production cost or, in case of tooling,
                at its
                depreciated value (based on depreciation over five years in accordance
                with normal accounting principles) within [---------------]37
                after receipt of the inventory; If not otherwise agreed between the
                parties, LICENSOR, if using its option, has to acquire any and all
                of the
                PRODUCTS, bottles, packaging, semi-finished PRODUCTS and materials,
                unless
                obsolete, damaged or otherwise
                unsaleable;

            


    

    


    
      	
            	 
              7.7.4	
              LICENSEE
                will return all material relating to the PRODUCTS which is the property
                of
                LICENSOR promptly following termination or, if relevant, at the end
                of the
                sell-off period;

            


    

     

    
      
        	
              	 
                7.7.5	
                
                  all
                    rights granted to LICENSEE to use the TRADEMARKS, the TRADENAME,
                    the
                    BOTTLES, the PRESENTATION and the FORMULAE shall cease.
                    

                

              


      

       

    

    
      	7.8  	
              Stocks
                of PRODUCTS, BOTTLES and PRESENTATION which display the TRADEMARKS
                and any
                relevant tooling not purchased by LICENSOR and not disposed of during
                the
                sell-off period may be disposed of in such manner as shall be mutually
                agreed by the parties or, failing agreement shall be destroyed under
                the
                supervision of LICENSOR.

            


    

     

     

    
      
        

      

      36
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:36.

      37
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:37.

    

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    
 

    
      	7.9  	
              Expiration
                or termination of this AGREEMENT for any reason shall not affect
                the
                rights and obligations of the parties accrued up to the date of expiration
                or termination, but the LICENSEE shall have no right to any compensation
                for the cessation of its rights on expiration or termination hereof
                in
                accordance with the terms of this AGREEMENT and LICENSEE shall hold
                the
                LICENSOR harmless from any such claims for compensation or damages
                which
                may be made by any distributors or agents or persons, firms or companies
                performing a similar function.

            


    

     

     

    8. TRADEMARKS
      AND OTHER INTELLECTUAL PROPERTY RIGHTS

    
      


      	8.1  	
              LICENSOR
                guarantees and warrants that it is, respectively, will be, the owner
                of
                the TRADEMARKS set
                forth in Annex A Part 1 hereto
                and the TRADENAME for the PRODUCTS and to grant this exclusive license
                to
                use the TRADEMARKS set
                forth in Annex A Part 1 hereto
                and the TRADENAME for the PRODUCTS for the purpose of this
                AGREEMENT.

            


       

    

    
      	8.2  	
              Subject
                to this Section 8.and in general information with respect to the
                TRADEMARKS supplied to LICENSEE during the term of this AGREEMENT,
                LICENSOR undertakes to (i) defend LICENSEE against any and all claims
                by
                third parties based on the use by LICENSEE in accordance with this
                AGREEMENT of the TRADEMARKS and/or the TRADENAME and (ii) to indemnify,
                reimburse and hold LICENSEE harmless from any and all liability,
                damages,
                cost and expenses, including reasonable attorneys’ fees incurred by
                LICENSEE, arising from any such claims made by third parties against
                LICENSEE with respect to LICENSEE’S use of the TRADEMARKS and/or the
                TRADENAME in accordance with this AGREEMENT.

               

              LICENSOR
                represents and warrants that attached hereto as Annex
                A Part 2
                is
                a true and accurate list updated as of ________* which indicates
                with
                respect to each of the TRADEMARKS set forth in Part
                1 of Annex A
                the existing and/or pending applications and/or registration for
                a
                specific country or territory. LICENSEE acknowledges that it has
                received
                a copy of such trademark list and that it is aware of the status
                of
                registration of the TRADEMARKS as it appears on such trademark list
                (Annex
                A Part 2).

            


    

    


     

     _______

    *Left
      blank in original.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    
      	8.3  	
              LICENSEE
                acknowledges that LICENSOR and/or its RELATED COMPANIES are the exclusive
                owners of all rights, title and interests in the TRADEMARKS and/or
                the
                TRADENAME and any part thereof and any other element, whether or
                not
                capable of being registered as a trademark together with all rights
                in the
                designs, copyright, including sketches and technical drawings or
                other
                intellectual property or materials relating to the PRODUCTS, the
                PRESENTATION, the BOTTLES, the FORMULAE, whether produced by LICENSOR
                or
                by LICENSEE or by any sub-contractor or third party appointed by
                LICENSEE,
                and of all goodwill attached thereto and agrees not to attack these
                rights
                or to induce or support any such attacks. The parties agree that
                any
                rights in the TRADEMARKS and the TRADENAME arising from the use of
                the
                TRADEMARKS and/or the TRADENAME or any part thereof by LICENSEE shall
                inure solely to the benefit of LICENSOR and/or its RELATED COMPANIES.
                LICENSEE irrevocably agrees that any rights which it and/or any of
                its
                RELATED COMPANIES may acquire by virtue of this AGREEMENT in respect
                of
                the TRADEMARKS, the TRADENAME, the PRESENTATION, the BOTTLES and
                the
                FORMULAE shall vest in and promptly upon request be assigned for
                nominal
                consideration to the LICENSOR and/or its RELATED COMPANIES
                absolutely.

            


    

    


    
      	8.4  	
              The
                parties agree to inform each other about any and each substantial
                violation or infringement of the TRADEMARKS in relation to the PRODUCTS,
                the PRESENTATION, the BOTTLES and other trademarks to be used in
                conjunction with the TRADEMARKS and/or the TRADENAME by third parties
                which come to their knowledge.

            


    

    


    
      	8.5  	
              LICENSOR
                agrees to use its best endeavours to keep the registrations of the
                TRADEMARKS and other trademarks to be used in conjunction with the
                TRADEMARKS (in accordance with this AGREEMENT) in full force and
                effect
                for the term of this AGREEMENT and to keep LICENSEE informed on the
                legal
                status of the applications and registrations of the TRADEMARKS and
                the
                other trademarks to be used in conjunction with the TRADEMARKS in
                international class of goods 3. LICENSOR agrees to provide LICENSEE
                with a
                report in January of each year, including all applications and
                registrations of the TRADEMARKS relating to the PRODUCTS and the
                other
                trademarks to be used in conjunction with the TRADEMARKS and containing
                at
                least the application and/or registration number as well as the
                application and/or registration dates and the goods these applications
                and/or registrations have been applied or registered for.

               

              With
                respect to PRODUCTS launched since the signing of this AGREEMENT
                LICENSEE
                agrees to carry all costs in relation to the registration and
                administrative procedures (including, but not limited to opposition
                procedures and alike) and undertakes to reimburse LICENSOR for such
                costs.

            


    

    


     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    
 

    
      	8.6  	
              LICENSOR
                shall at its reasonable business discretion defend the TRADEMARKS,
                the
                TRADENAME and the PRODUCTS as well as any other trademarks used in
                relation to the PRODUCTS in accordance with the terms of this AGREEMENT,
                at its own cost and in co-ordination with LICENSEE against any and
                all
                violations or infringements which, according to LICENSOR’S reasonable
                business discretion, may have a materially adverse impact on this
                AGREEMENT, especially against confusingly similar trademarks, trademark
                applications or use by third parties for any goods and/or services
                identical with or similar to the PRODUCTS. If requested by LICENSOR,
                LICENSEE undertakes to assist or support LICENSOR in its measures
                of
                defence within its ability.

            


    

    


    
      	8.7  	
              Any
                cost and expenses reasonably and properly incurred arising from a
                necessary or requested participation of LICENSEE in the measures
                of
                defence of the TRADEMARKS will be refunded by
                LICENSOR.

            


    

    


    
      	8.8  	
              If
                LICENSEE, in its reasonable business discretion, identifies a violation
                or
                infringement of the TRADEMARKS and/or the TRADENAME which in its
                reasonable opinion may have a materially adverse impact on this AGREEMENT,
                it shall promptly inform LICENSOR and LICENSOR agrees to enter into
                discussions with LICENSEE as to the best course of action to adopt
                to deal
                with such violation / infringement.

               

              LICENSOR
                undertakes to take full account of LICENSEE’S recommendations but shall
                not be bound to institute legal proceedings in respect of such violation
                /
                infringement. LICENSEE acknowledges that it will not take any action
                on
                its own account to defend the TRADEMARKS and/or the
                TRADENAME.

            


    

     

    
      	8.9  	
              The
                parties agree, at the request of either party, to the registration
                of the
                AGREEMENT or of LICENSEE as “Registered User” or “licensee” of the
                TRADEMARKS for the PRODUCTS in those countries where this is mandatory
                under national law and LICENSOR agrees to take at its own cost and
                expenses all action necessary for the registration of the AGREEMENT
                or of
                LICENSEE as Registered User in those countries. LICENSOR further
                agrees to
                reimburse LICENSEE any costs and expenses reasonably and properly
                incurred
                by LICENSEE in connection with the registration of the AGREEMENT
                or of
                LICENSEE as “Registered User”.

            


    

    


     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    
      	8.10  	
              LICENSEE
                undertakes at the request of LICENSOR to sign any document necessary
                for
                the registration and/or maintenance of the validity of the TRADEMARKS
                including the recordal (and cancellation of such recordal upon
                termination) of this AGREEMENT and of LICENSEE as a Registered User
                or
                licensee. In addition, to the extend that LICENSOR should deem it
                advisable to protect the TRADEMARKS, LICENSEE agrees to provide a
                statement to the effect that LICENSEE is producing, selling and promoting
                the PRODUCTS under LICENSOR’S control, together with such other assistance
                (at LICENSOR’S cost) as LICENSOR reasonably deems necessary for this
                purpose.

            


    

    


    
      	8.11  	
              LICENSEE
                agrees that it shall not, at any time, directly or indirectly contest
                the
                validity of the registration of the TRADEMARKS or LICENSOR’S other
                intellectual property rights (including those in the PRESENTATION,
                the
                FORMULAE and the BOTTLES) to the extent that such rights relate to
                the
                subject matter of this AGREEMENT, or their ownership by LICENSOR,
                its
                RELATED COMPANIES, successors and/or
                assignees.

            


    

    


    
      	8.12  	
              LICENSEE
                agrees not to use the TRADEMARKS or LICENSOR’S other intellectual property
                rights in respect of the PRESENTATION, the FORMULAE and the BOTTLES
                in
                connection with the sale of any products other than the PRODUCTS,
                nor to
                use, other than under the terms of this AGREEMENT, the TRADEMARKS
                and/or
                the TRADENAME as a part of its trading name and shall not use in
                its
                business any other trade or service mark, other than under the terms of
                this AGREEMENT, so resembling the TRADEMARKS as to be likely to cause
                confusion.

            


    

    


    
      	8.13  	
              LICENSEE
                shall use the TRADEMARKS and all designs, sketches, models,
                prototypes/maquettes and other material directly related to the PRODUCTS
                as well as the PRESENTATION, the FORMULAE and the BOTTLES, solely
                in
                connection with the production, marketing, merchandising, distribution,
                advertising, promotion, and sale in the TERRITORY of the PRODUCTS
                and any
                OTHER PRODUCTS which LICENSOR has agreed may be sold or given away
                with
                the PRODUCTS.

            


    

    


    
      	8.14  	
              LICENSEE
                shall, upon LICENSOR’S reasonable request, mark all labels, cartons, price
                lists, promotional and advertising, merchandising and promotional
                material
                and other printed or duplicated material for or relating to the PRODUCTS
                with a notice in a form as is normal practice in the industry to
                the
                effect that the TRADEMARKS are registered trademarks and/or the property
                of LICENSOR.

            


    

     

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    
      	8.15  	
              LICENSEE
                agrees to use the TRADEMARKS set forth in Annex
                A Part 1
                only in the form as represented in ANNEX A Part 1 or as may be provided
                by
                LICENSOR from time to time on the PRODUCTS and for the advertising
                and
                promotion for the PRODUCTS. This obligation shall not apply where
                a
                TRADEMARK is used within continuous, flowing text (e. g. in press
                releases
                and descriptive texts) where it could be impracticable to use the
                TRADEMARKS in the form represented in ANNEX A Part 1, provided that
                such
                representation of the TRADEMARKS shall be as close to the form represented
                in ANNEX A Part 1 as is practicable in the
                circumstances.

            


    

    


    
      	8.16  	
              LICENSEE
                shall be responsible for identifying appropriate names for all new
                ranges
                of the PRODUCTS, together with, if appropriate, new BOTTLES and
                PRESENTATION for such new ranges and, to that end, LICENSEE agrees
                that:

            


    

    


    
      	(i)  	
              it
                shall use reasonable endeavours to ensure the availability of all
                proposed
                names, designs for new BOTTLES and PRESENTATION;
                and

            


    

    


    
      	(ii)  	
              it
                shall assist LICENSOR, at LICENSOR’S reasonable request and cost, in
                applying to register, registering or otherwise protecting in LICENSOR’S
                name any new names, BOTTLE design and/or PRESENTATION approved by
                LICENSOR
                in accordance with this AGREEMENT.

            


    

    


    
      	(iii)  	
              LICENSOR
                shall have the right to file, to register and/or to use the name
                with
                respect to any other category of products it (and/or its RELATED
                COMPANIES) presently markets and distributes under the
                TRADENAME.

            


    

    


    


    9. EXCLUSIVITY

    
      


      	9.1  	
              LICENSOR
                agrees, during the term of this
                AGREEMENT:

            


       

    

    
      	9.1.1  	
              not
                to manufacture, advertise or promote, distribute or in any other
                way
                market products, which are identical to the PRODUCTS except as may
                be
                permitted in this AGREEMENT;

            


       

    

    
      	9.1.2  	
              not
                to consent to the use of the TRADEMARKS and/or the TRADENAME in connection
                with the manufacture, distribution, marketing and/or advertising
                of
                products which are identical to the PRODUCTS, alone or in conjunction
                with
                any additions.

            


    

    


    


    10. PRODUCT
      LIABILITY

    


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    
      	10.1  	
              LICENSEE
                shall manufacture or have manufactured the PRODUCTS at its own
                responsibility and shall enter into or maintain a sufficient product
                liability insurance, such insurance to cover the costs of undertaking
                a
                product recall.

            


      
         

        	10.2  	
                LICENSEE
                  agrees that the manufacture, marketing and distribution of the
                  PRODUCTS,
                  and any OTHER PRODUCTS (Section
                  2.7
                  above) distributed or sold with the PRODUCTS will be in compliance
                  with
                  all applicable health and safety laws or regulations and with any
                  relevant
                  national and international cosmetic labelling, packaging, recycling
                  or
                  other relevant regulations in the countries of manufacture and
                  distribution.

              


        
           

          	10.3  	
                  LICENSEE
                    further agrees that it will organise and effect, at its own expense,
                    all
                    registrations as are necessary for compliance with local product
                    registration and health or similar registration requirements.
                    LICENSOR
                    agrees to assist LICENSEE with regard to such registrations within
                    its
                    best abilities. LICENSEE agrees to reimburse LICENSOR any costs
                    and
                    expenses reasonably and properly incurred by LICENSOR in connection
                    with
                    such registrations.

                


           

          
            	10.4  	
                    LICENSEE
                      agrees to defend, indemnify and hold LICENSOR harmless from
                      and against
                      any and all liability, damages, reasonable legal fees, reasonable
                      cost and
                      expenses incurred by LICENSOR in connection with any claims
                      or legal
                      actions made by third parties against LICENSOR arising out
                      of a breach of
                      the provisions of Section
                      10.2 and/or 10.3
                      above, or arising out of the use of the TRADENAME by LICENSEE
                      in
                      accordance with Sections
                      2.2 to 2.6
                      above or arising out of any damage or injury caused by any
                      OTHER
                      PRODUCT
                      (Section 2.7 above)
                      sold with the PRODUCTS, the infringement of the intellectual
                      property
                      rights or other similar rights of any third party or any applicable
                      national or international laws or regulations or any other
                      acts or
                      omissions of LICENSEE or any of its agents, employees or sub-contractors
                      in connection with the performance of its obligations hereunder.
                      This
                      indemnity shall not extend to claims for compensation against
                      LICENSOR
                      which are due to LICENSOR’S own action or failure to
                      act.

                  


            

              
                11. CONFIDENTIALITY
 

              

              	11.1  	
                      The
                        parties agree to keep confidential and secret the provisions
                        of this
                        AGREEMENT and all non-public information and knowledge each
                        party may
                        acquire about the other including, without limitation, information
                        concerning the marketing of their products, even if such
                        information and
                        knowledge have not expressly been referred to as secret or
                        confidential.
                        Such information and knowledge may only be used for the purpose
                        of this
                        AGREEMENT.

                    


              
                 

                	11.2  	
                        Notwithstanding
                          anything to the contrary, the information and knowledge
                          as identified
                          hereinabove shall not be deemed confidential
                          if:

                      


                
                   

                   

                  
                    
                      
                      

                    

                    
                      -26-

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  	11.2.1  	
                          at
                            the time of disclosure such information is in the public
                            domain;

                        


                  
                    


                    	11.2.2  	
                            after
                              disclosure such information becomes a part of the public
                              domain, except by
                              breach of this AGREEMENT;

                          


                     

                    
                      	11.2.3  	
                              such
                                information must be disclosed as required by applicable
                                law;
                                or

                            


                       

                      	11.2.4  	
                              such
                                information is known to the other party at the time
                                of
                                disclosure.

                            


                       

                    

                  

                

              

            

          

        

      

    

    
      	11.3  	
              The
                confidentiality provision will remain in force after the termination
                of
                the AGREEMENT, and upon termination, the parties agree to return
                to each
                other, or to destroy, as the other may request, all materials containing
                confidential and non-public information and
                knowledge.

            


       

    

    
      	11.4  	
              The
                parties agree to impose this obligation of confidentiality upon all
                persons acting on their behalf, including but not limited to their
                employees, agents, consultants, sub-contractors, sub-licensees, managers
                and representatives.

            


    

     

    
      	11.5  	
              Notwithstanding
                anything to the contrary contained in this
                AGREEMENT,

            


    

     

    LICENSOR
      acknowledges that LICENSEE, has its ordinary shares traded on Euronext, and
      is
      subject to various reporting obligations as a public company. LICENSOR further
      a
      acknowledges that Inter Parfums, Inc., the parent company of LICENSEE (the
      “PARENT COMPANY”), is a publicly held company with its Common Stock traded on
      The Nasdaq Stock Market, National Market System and is subject to reporting
      requirements of the United States federal securities laws. Nothing in the
      AGREEMENT shall prohibit the disclosure as may be required of either PARENT
      COMPANY or LICENSEE under such securities laws. LICENSEE agrees to discuss
      in
      advance with LICENSOR any such public disclosure that may be required by of
      either PARENT COMPANY or LICENSEE.

    


    LICENSOR
      acknowledges that, upon satisfaction of the condition precedent to set forth
      in
      Section 7.1 of this AGREEMENT, PARENT COMPANY is required by the United States
      securities laws to file 

     

    (a) a
      description of this AGREEMENT with the United States Securities and Exchange
      Commission within four (4) business days of the satisfaction of such condition;
      accordingly, PARENT COMPANY shall provide LICENSOR the opportunity to review
      and
      comment on that description at least two (2) business days prior to filing;
      and

     

    (b) a
      copy of
      this AGREEMENT with the United States Securities and Exchange Commission with
      the next periodic report due to be filed. 

     

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    In
      connection with the filing of this AGREEMENT with the United States Securities
      and Exchange Commission, PARENT COMPANY shall seek confidential treatment of
      financial and commercial terms to the extent permitted by the applicable
      securities laws. At least five (5) days prior to filing this AGREEMENT, PARENT
      COMPANY shall deliver to LICENSOR a copy of the filing that it plans to submit
      to the Securities and Exchange Commission, together with any requests for
      confidential treatment, for LICENSOR’s review. 

     

    PARENT
      COMPANY shall provide LICENSOR with a copy of the final filing within two (2)
      business days after filing. If the United States Securities and Exchange
      Commission indicates it may not grant confidential treatment as requested in
      the
      filing, PARENT COMPANY shall promptly notify LICENSOR and shall consult with
      LICENSOR through the process of obtaining whatever confidential treatment is
      available. PARENT COMPANY shall notify LICENSOR promptly upon notification
      to
      PARENT COMPANY that anyone has sought under the Freedom of Information Act
      to
      obtain Confidential Information or the provisions of this AGREEMENT redacted
      in
      the confidential treatment filing with the Securities and Exchange Commission
      and shall cooperate with LICENSOR in any effort by LICENSOR to contest the
      disclosure.

    
 

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    12. NOTICES

    
       

      	12.1  	
              All
                reports, communications, requests, approvals and notices required
                or
                permitted by this AGREEMENT to be given to a party shall be in writing
                and
                shall be deemed to be duly given when sent by certified or registered
                mail, return receipt requested, addressed to the party concerned
                or by
                facsimile where the sender is able to demonstrate successful transmission
                by producing a properly addressed fax transmission report, as
                follows:

            


       

    

    To
      LICENSOR:

    Van
      Cleef
& Arpels Logistics

    8,
      route
      de Chandolan

    CH-1752
      VILLARS-SUR-GLANE (Suisse)

    Attn:
      M.
      Jörg SCHAUFELBERGER

    


    To
      LICENSEE:

    Inter-Parfums

    4
      rond-point des Champs Elysées

    75008
      PARIS

    Attn:
      M.
      Philippe BENACIN

    


    or
      any
      other address a party may communicate to the other party in
      writing.

    


    


    13. ASSIGNMENT

    
       

      	13.1  	
              Except
                as otherwise provided for in accordance with the terms of this AGREEMENT,
                neither party shall be entitled to assign its rights or obligations
                hereunder without the prior written consent of the other. Notwithstanding
                the foregoing, LICENSOR may assign this Agreement and/or any right
                and
                obligation hereunder to any (current and/or future) entity within
                the
                Richemont Group without LICENSEE’s prior
                consent.

            


      
         

        	13.2  	
                LICENSEE
                  shall have the right to assign the rights under the AGREEMENT to
                  any
                  RELATED COMPANY without LICENSOR’S consent. LICENSEE further will be
                  entitled to grant sub-licenses to RELATED
                  COMPANIES.

              


         

      

    

    
      	13.3  	
              Any
                such assignment or sub-license under Section
                13.1 or 13.2
                does in no way affect any of the assignor’s obligations under the
                AGREEMENT. The assignor agrees to remain liable for and guaranty
                the full
                performance of this AGREEMENT by the
                assignee.

            


       

       

      
        
          
          

        

        
          -29-

          
            

          

        

        
          
          

        

      

       

    

    14. ENTIRE
      AGREEMENT, MODIFICATION
      AND CONCILIATION OF DISPUTES

     

    
      	14.1  	
              This
                AGREEMENT and its Annexes contain a complete statement of all arrangements
                between the parties with respect to the subject matter and supersede
                all
                existing arrangements between them concerning this subject
                matter.

            


      
         

        	14.2  	
                Modifications
                  and/or supplements to this AGREEMENT are only valid if made in
                  writing.
                  This shall also apply to the modification or cancellation of this
                  in-writing cause.

              


        
           

          	14.3  	
                  CONCILIATION
                    OF DISPUTES

                   

                  In
                    the event of a disagreement between LICENSOR and LICENSEE as
                    to the
                    validity, construction, performance, or rescission of any provision
                    hereof, the parties agree to follow the following conciliation
                    procedure
                    before filing any litigation: 

                


           

        

      

    

    
      	-  	
              First,
                a meeting between operational managers shall be called by the promptest
                party to resolve the disagreement as quickly as possible after the
                disagreement arises. The purpose of this meeting shall be to find
                an
                out-of-court solution to the disagreement in question. Minutes of
                said
                meeting shall be drawn up. 

            


    

    


    
      	-  	
              Second,
                if the meeting between operational managers does not result in an
                out-of-court solution, the chief executive officers of each of the
                parties
                shall meet and strive to resolve said disagreement amicably. Said
                meeting
                must be held in a timely manner and no later than [---------------]38
                as
                of the meeting between operational managers.


            


    

     

    Should
      for a further period of [---------------]39
      a
      dispute
      subsist as to the validity, construction, performance, and/or rescission hereof
      in spite of the conciliation procedure or should one of the parties refuse
      to
      follow the aforementioned procedure promptly, carefully and in good faith,
      the
      said dispute shall be subject to the arbitration procedure as set out below
      in
      article 15.

     

     

    
      
        
38
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:38.

      


      39
        Confidential information omitted and filed separately with the SEC with a
        request for confidential treatment by Inter Parfums, Inc. No.
        10.128:39.

    

    


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    15. APPLICABLE
      LAW, JURISDICTION

     

    
      	15.1  	
              The
                parties agree that this Agreement shall exclusively be governed by
                and
                interpreted in accordance with Swiss law, to the exclusion of the
                United
                Nations Convention on Contracts for the International Sale of Goods
                (CISG).

            


       

      
        	15.2  	
                Any
                  dispute, controversy or claim arising out of or in relation to
                  this
                  Agreement, including the validity, invalidity, breach or termination
                  thereof, shall be resolved by arbitration in accordance with the
                  Swiss
                  Rules of International Arbitration of the Swiss Chambers of Commerce
                  (“the
                  Rules”) in force on the date when the notice of arbitration is submitted
                  in accordance with these Rules.

              


      

       

    

    The
      arbitration will take place in Geneva, Switzerland and the language of the
      procedure shall be English. The arbitral tribunal will be composed of one (1)
      or
      three (3) arbitrator who will be designated in accordance with the
      Rules.

    


    The
      expenses and fees of arbitration shall be determined in accordance with the
      Rules.

    


    The
      arbitration award shall be appealable before any competent court.

    


    The
      arbitration award may be enforced by action before any court of competent
      jurisdiction.

    


    


    16. REMEDIES,
      NO WAIVER

    


    The
      specific remedies to which either party may resort under the terms hereof are
      cumulative and are not intended to be exclusive of the remedies to which either
      party is entitled. No waiver by either party, whether express or implied, of
      any
      provision of this AGREEMENT or any breach or default of any one or more
      instances, nor any delay by either party in exercising its rights hereunder,
      except as provided for in this AGREEMENT, shall constitute or be deemed a
      continuing waiver of such provision or of any other provision of this
      AGREEMENT.

    


    


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    17. SEVERABILITY

    


    The
      provisions of this AGREEMENT are independent of and severable from each other
      and no provision shall be affected or rendered invalid or unenforceable by
      virtue of the fact that for any reason any other provision or provisions may
      be
      in whole or in part invalid or unenforceable. The parties hereby agree to
      substitute any invalid provision by another valid provision in such a way that
      the purpose of the invalid provision is reached as far as possible. The same
      shall apply accordingly in case of an omission or an indefinite
      provision.

    


    


    18. SECTION
      HEADINGS

    


    Section
      headings as used herein are for identification purposes only, and shall not
      affect the meaning or construction of this AGREEMENT.

     

     

    19. FORCE
      MAJEURE

    


    The
      parties hereto shall not be responsible for any loss, damage, consequential
      or
      otherwise, detention or delay caused by fire, law, regulation, civil or military
      authority, insurrection or riot, national labour strike or wartime embargoes,
      tempest, act of God, shortages or by any other cause whatsoever, which is
      unavoidable or beyond the relevant party’s reasonable control; provided however,
      that any such force majeure shall not release LICENSEE from its obligations
      to
      make payment of amounts due and owing to LICENSOR in accordance with the terms
      of this AGREEMENT. It is agreed that LICENSEE’S obligations to make payments of
      amounts due and owing up to, and during, an event of such force majeure shall
      not apply during the continuance of that force majeure in the event that the
      force majeure itself renders LICENSEE unable to make such payments. In such
      circumstances, LICENSEE undertakes to make payment of amounts owing to and
      accrued to LICENSOR before and during such force majeure, promptly upon its
      cessation.

    


    


    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    20.  TRANSITION

    


    


    The
      parties will separately agree (the Section 7.1 above, no later than as per
      September 30, 2006) on the terms and conditions of the transition following
      the
      termination of the licence agreement between YSL Beauté and LICENSOR (in
      particular, then current stock of PRODUCT, after sales service for the PRODUCTS
      sold under aforesaid agreement).

    


    IN
      WITNESS whereof the parties have executed this AGREEMENT 

    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	
              Paris
                19 June 2006 

            	
              Paris
                19 June 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

            	 


    

    


     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    ANNEX
      A

    


    THE
      TRADEMARKS

    PART
      1

    


    (Clause
      1.4)

    


    


    The
      trademarks

    
      	-  	
              Van
                Cleef & Arpels

            


    

    
      	-  	
              First
                de Van Cleef & Arpels

            


    

    
      	-  	
              Tsar
                de Van Cleef & Arpels

            


    

    
      	-  	
              First

            


    

    
      	-  	
              Tsar

            


    

    as
      represented and set forth on the attached.


    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ANNEX
      A

    


    THE
      TRADEMARKS

    PART
      2

    


    trademark
      list

    


    (Clause
      1.4)

    


    


    


    A
      list as
      at the date of ____________________ of all current registrations and pending
      applications for registrations of the TRADEMARKS pursuant to Part 1 above in
      the
      TERRITORY is attached.

    


    
      	 	 
	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      B

    


    QUALITY
      CRITERIA

    


    (Clause
      1.10)

    


    


    The
      PRODUCTS (including the BOTTLES and the PRESENTATION) shall be manufactured
      to
      high standards of quality, utilising only high quality ingredients and
      materials, such that the standard of quality of the finished PRODUCTS and
      PRESENTATION is commensurate with that to be expected of luxury fragrance
      products of similar price and prestige to the PRODUCTS and in any event is
      of a
      standard no less than the standard of quality currently utilised for the
      EXISTING PRODUCTS.

    


    


    


    


    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      C

    


    FORM
      OF ROYALTY REPORT

    


    (Clause
      3.3)

    


    


    


    At
      the
      end of each quarter LICENSEE will provide the following reports which have
      been
      approved by LICENSOR:

    


    


    
      	-  	
              Quarterly
                sales by zone, country and client (“Ventes trimestrielles par zone, pays
                et client”)

            


    

     

    
      	-  	
              Quarterly
                Statement allowing to isolate any sales being excluded from the NET
                SALES
                definition as per Clause 1.14 

            


    

    


    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      D

    


    MARKETING
      ACTIVITIES

    


    DEFINITION
      OF “ADVERTISING AND MARKETING”

    


    (Clauses
      5.6, 5.7 and 5.8)

    


    
      	1.  	
              Media
                Advertising 

            


    

    


    
      	-  	
              Print
                or press

            


    

    
      	-  	
              Cinema

            


    

    
      	-  	
              Television

            


    

    


    
      	2.  	
              Co-operative
                Advertising 

            


    

    


    
      	-  	
              Co-operative
                advertising (means advertising of the PRODUCTS by the LICENSEE in
                magazines and store catalogues produced by or on behalf of retailers
                as
                such DOUGLAS, MARIONNAUD, SAKS ....)

            


    

    


    
      	3.  	
              Display,
                Testers, Samples

            


    

    


    
      	-  	
              Show
                cards

            


    

    
      	-  	
              Windows
                and dummies

            


    

    
      	-  	
              Displays,
                testers, demonstration

            


    

    


    
      	4.  	
              Other
                Sell-Thru

            


    

    


    
      	-  	
              Direct
                mail

            


    

    
      	-  	
              Consumer
                meetings (including cost of independent beauty consultant incurred
                in
                respect of selling or presenting the PRODUCTS in
                shops)

            


    

    
      	-  	
              Stands
                in department stores

            


    

    
      	-  	
              Public
                relations (including trade shows...)

            


    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      E

    


    SELECTIVE
      DISTRIBUTION CRITERIA

    


    (Clause
      6.2)

    


    Products
      may only be sold in outlets which

    exude
      an
      aura of luxury and exclusivity

    


    


    Such
      outlets must, at a minimum have:

    


    
      	-  	
              A
                solid reputation for selling luxury
                perfumes

            


    

    
      	-  	
              A
                reputation and image compatible with the high quality and reputation
                of
                the TRADEMARK Van Cleef &
Arpels

            


    

    
      	-  	
              Clean,
                well maintained shop fittings

            


    

    
      	-  	
              Appropriate
                space devoted to luxury perfumes

            


    

    
      	-  	
              Staff
                knowledgeable about luxury
                fragrances.

            


    

    


    


    Based
      on
      the above criteria at this time, according to the parties’ opinion, there exist
      the following number of selective distribution outlets (points of sale)
      in:

    


    
      	
              Germany

            	
              [---------------]

            
	
              USA

            	
              [---------------]

            
	
              France

            	
              [---------------]

            
	
              Japan

            	
              [---------------]

            
	
              Italy

            	
              [---------------]

            
	
              UK

            	
              [---------------]

            
	
              Spain

            	
              [---------------]40

            


    

     

     

      
        

      

    

    40
Confidential
      information omitted and filed
      separately with the SEC with a request for confidential treatment by Inter
      Parfums, Inc. No. 10.128:40.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              ________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ______________________________

            	 
	
              Name:
                Jörg SCHAUFELBERGER

            	 
	
              Title:
                General Manager

            	 


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ANNEX
      F

    


    ANNUAL
      MARKETING PLAN

    


    Information
      to be included in each Annual Marketing Plan

    


    (Clause
      5.1 (a))

    (draft
      -
      list subject to modification & amendment by VCA)

    


    [-----------------------------------------------------------------------------------------]41


     

     

     

     

      
        

      

    

    41 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.128:41.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              _________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            


    

    


    


    
 

    


    ______________________________

    Name:
      Jörg SCHAUFELBERGER

    Title:
      General Manager

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    ANNEX
      G

    


    KEY
      MARKETS

    


    (Clause
      1.16)

    (draft
      -
      list subject to amendment by VCA)

    


    [-----------------------------------------------------------------------------------------]42

     

    
       

       

       

      
        

      

    

    42 Confidential
      information omitted and filed separately with the SEC with a request for
      confidential treatment by Inter Parfums, Inc. No. 10.128:42.


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              For
                and on behalf of

            	
              For
                and on behalf of

            
	
              LICENSOR

            	
              LICENSEE

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
              ____________________________

            	
              ________________________

            
	
              Name:
                Stanislas de QUERCIZE

            	
              Name:
                Philippe BENACIN

            
	
              Title:
                President

            	
              Title:
                President

            


    

    


    


     

    ______________________________

    Name:
      Jörg SCHAUFELBERGER

    Title:
      General Manager