EXHIBIT
10.141 -CERTAIN
CONFIDENTIAL INFORMATION IN THIS EXHIBIT 10.141 WAS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST FOR
CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.




LICENSE
AGREEMENT




BETWEEN




BETSEY
JOHNSON LLC (“LICENSOR”)




INTER
PARFUMS USA, LLC (“LICENSEE”)




AND




INTER
PARFUMS, INC.  (“GUARANTOR”)




(LICENSED
PRODUCTS:  FRAGRANCES, FRAGRANCE RELATED


PRODUCTS
AND COLOR COSMETICS)





TABLE OF
CONTENTS




1.
                                                  Definitions
                                                  12.
                                                  Grant of
      License
                                                  42.1
                                                  Rights
      Granted
                                                  42.2
                                                  Limitations on Rights
      Granted
                                                  42.3
                                                  Other Duties of
      LICENSEE
                                                  52.4
                                                  LICENSOR’s
      Relationship with Stila
                                                  63.
                                                  Term of
      License
                                                  63.1
                                                  TERM
                                                  63.2
                                                  Renewal
      Terms
                                                  64.
                                                  Designs/Prototypes
                                                  74.1
                                                  Designs/Design
      Approval
                                                  75.
                                                  Manufacture of
      LICENSED PRODUCTS
                                                  85.1
                                                  Quality of LICENSED
      PRODUCTS
                                                  85.2
                                                  Inspection
                                                  85.3
                                                  Compliance with Laws
      and Codes of Conduct
                                                  95.4
                                                  Manufacturer’s
      Agreement
                                                  96.
                                                  Distribution
                                                  96.1
                                                  Authorization of Sales
      Points
                                                  96.2
                                                  Agreements with
      Distributors
                                                  106.3
                                                  Catalogue and Internet
      Sales
                                                  106.4
                                                  Customer
      Approval.
                                                  106.5
                                                  Purchases by
      LICENSOR
                                                  116.6
                                                  Scheduling
      Orders
                                                  116.7
                                                  Plan of
      Distribution
                                                  127.
                                                  Advertising
                                                  127.1
                                                  General
                                                  127.2
                                                  Advertising
      Plan
                                                  137.3
                                                  Advertising
      Materials
                                                  137.4
                                                  Co-Op
      Advertising
                                                  137.5
                                                  Samples for
      Promotions
                                                  137.6
                                                  Accounting for
      Advertising
                                                  147.7
                                                  Promotional
      Activities/Merchandising and Display Activities
                                                  148.
                                                  Royalty
      Payments
                                                  148.1
                                                  Royalties
                                                  148.2
                                                  Minimum
      Payments
                                                  148.3
                                                  Timing of
      payments
                                                  158.4
                                                  Late
      Payment
                                                  158.5
                                                  Reconciliation
                                                  158.6
                                                  Currency
                                                  15


-i-





9.
                                                                Royalty Accounting and
      Reporting
                                                                169.1
                                                                Statements
                                                                169.2
                                                                Certification of
      Reports
                                                                169.3
                                                                No
      Waiver
                                                                169.4
                                                                Other
      Information
                                                                169.5
                                                                Books and
      Records
                                                                1610.
                                                                Indemnification;
      Representations and Warranties
                                                                1510.1
                                                                Indemnification by
      LICENSEE
                                                                1710.2
                                                                Indemnification by
      LICENSOR
                                                                1710.3
                                                                Mutual Representations
      and Warranties
                                                                1810.4
                                                                No Consequential
      Damages
                                                                1811.
                                                                Insurance.
                                                                1812.
                                                                Rights and Obligations
      with Respect to Trademarks, Other Intangible Property, and Image and
      Likeness ofMs.
      Betsey Johnson
                                                                1912.1
                                                                Title in LICENSED
      MARK
                                                                1912.2
                                                                Restrictions on Use of
      LICENSED MARK
                                                                1912.3
                                                                Rights in Other
      Intangible Property
                                                                2012.4
                                                                Applications and
      Registered User Agreements
                                                                2012.5
                                                                Infringements
                                                                2012.6
                                                                Legends, Markings and
      Notices
                                                                2112.7
                                                                Image or Likeness or
      Statements Regarding Ms. Betsey Johnson
                                                                2113.
                                                                Termination
                                                                2113.1
                                                                Events of
      Default
                                                                2113.2
                                                                Automatic
      Termination.
                                                                2213.3
                                                                Rights Upon Event of
      Default.
                                                                2314.
                                                                Effect of Expiration
      or Termination
                                                                2414.1
                                                                Minimum
      Royalties
                                                                2414.2
                                                                Inventory
                                                                2514.3
                                                                Reversion of
      Rights
                                                                2614.4
                                                                No Rights for
      Others
                                                                2614.5
                                                                Survival
                                                                2615.
                                                                Non-Disclosure
                                                                2616.
                                                                Guaranty
                                                                2817.
                                                                Relationship of
      Parties
                                                                2918.
                                                                Payment of Taxes and
      Duties
                                                                2919.
                                                                Notices
                                                                2920.
                                                                Waiver
                                                                3021.
                                                                Complete Agreement;
      Binding; Language
                                                                3022.
                                                                Headings;
      Interpretation
                                                                30


-ii-




23.
                        Governing Law;
      Jurisdiction
                        3024.
                        Severability
                        3025.
                        Counterparts
                        31


-iii-





LICENSE
AGREEMENT




LICENSE
AGREEMENT (“Agreement”) made and entered into as of the 7th day of July, 2010
(the “Effective Date”), by and among BETSEY JOHNSON LLC, a Delaware limited
liability company having its principal place of business at 498 Seventh Avenue,
New York, New York 10018 (“LICENSOR”), INTER PARFUMS USA, LLC, a New York
limited liability company having its principal place of business at 551 Fifth
Avenue, New York, NY 10176 (“LICENSEE”), and INTER PARFUMS, INC., a Delaware
corporation having its principal office at 551 Fifth Avenue, New York, NY 10176
(“GUARANTOR”).




WHEREAS,
LICENSOR is the owner of the LICENSED MARK (as hereinafter defined) and all
variants thereof;




WHEREAS,
LICENSOR and LICENSEE desire to enter into an agreement to authorize LICENSEE to
use the LICENSED MARK in connection with the manufacture, promotion, sale and
distribution of the LICENSED PRODUCTS in the TERRITORY, each as defined herein;
and




WHEREAS,
LICENSOR requires GUARANTOR to guarantee and assume joint and several liability
for the performance of LICENSEE’s obligations under this Agreement, and
GUARANTOR is willing to do so.




NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties do agree as follows:




1.
            Definitions.




The
following capitalized terms when used in this Agreement shall have the meaning
set forth below:




(a)           AFFILIATE:
An "Affiliate," in the case of LICENSOR, shall mean an entity or person which
directly or indirectly controls or is controlled by or is under common control
with LICENSOR, with the exception of LICENSEE, and in the case of LICENSEE,
shall mean an entity or person which directly or indirectly controls or is
controlled by or is under common control with LICENSEE, with the exception of
LICENSOR.  For avoidance of doubt, distributors of LICENSEE shall not be
deemed Affiliates of LICENSEE.




(b)           ADVERTISING
MATERIALS: Shall mean designs, advertising copy and layout, photographs, texts,
fixtures, image catalogues, in-store and trade show displays, graphics,
audiovisual and audio materials in form and in content which are proposed to be
used by LICENSEE, and are furnished or approved in writing by LICENSOR for
advertising.




(c)           ADVERTISING
PLAN: Shall mean LICENSEE’s proposed advertising budget and media plan for
LICENSED PRODUCTS for each CONTRACT YEAR as proposed by
LICENSEE.


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(d)           AUTHORIZED
RETAILERS: Shall mean only the better department and specialty stores that are
consistent with the brand image of LICENSOR, as set forth on Schedule 1 to this
Agreement, and those retail outlets as set forth in Section 6.4
hereof.




(e)           CHANGE
OF CONTROL: Shall mean, other than in connection with an Affiliate of LICENSEE,
(i) any merger, consolidation, or other reorganization of LICENSEE with any
other person or business entity, and (ii) any sale or other disposition of all
or substantially all of LICENSEE’s assets, or any sale, pledge, or other
transfer of ownership of or voting rights over at least fifty percent (50%) of
the outstanding voting or equity securities of LICENSEE.




(f)           
CONTRACT YEAR: Shall mean a fiscal year beginning on January 1 and ending on
December 31, for all years during which this Agreement is in effect with the
exception of the first CONTRACT YEAR, which shall commence upon the Effective
Date of this Agreement and shall terminate on December 31, 2010, it being
understood that the first CONTRACT YEAR and the portions of the second CONTRACT
YEAR prior to the LAUNCH DATE shall be solely for development of LICENSED
PRODUCTS.




(g)           DESIGN
SPECIFICATIONS: Shall mean approved (i) designs, patterns, sketches, colors,
materials, and construction and quality standards embodied in the LICENSED
PRODUCTS and (ii) packaging bearing the LICENSED MARK.




(h)           IP
RIGHTS:  Shall mean all copyrights, design rights, moral rights, trade
dress rights, and other intellectual property rights now or hereafter associated
with the LICENSED PRODUCTS, the DESIGN SPECIFICATIONS, and/or the ADVERTISING
MATERIALS bearing the LICENSED MARK (other than trademark rights associated with
the LICENSED MARK), including without limitation product designs, package
designs, artwork, labels, tooling, molds, sketches, and formulas, whether
created by or on behalf of LICENSOR or LICENSEE, which have been approved in
writing by LICENSOR.




(i) 
          LAUNCH DATE: Shall
mean [———-]1.




(j)   
        LICENSED MARK: Shall mean only
the trademark(s) specified in Exhibit A attached hereto, which trademark(s)
shall be used only in such form and with such derivatives as may be approved by
LICENSOR in advance of such use in the sole and absolute discretion of
LICENSOR.  Other LICENSOR trademarks may be added to Exhibit A upon mutual
written agreement of the parties.




(k)           LICENSED
PRODUCTS:  Shall mean (i) with respect to Japan, personal fragrances,
and (ii) with respect to the rest of the TERRITORY, all personal fragrances,
bath and body products (such as shower gel, lotion, body oil, bronzer, color
cosmetics, and skin care cosmetics) and home fragrances (such as room spray,
scented candles, unscented candles, incense sticks, fragrance oils, pot-pourri
beads, scented sachets, scented beads, oil sticks) that bear the LICENSED MARK,
as authorized by LICENSOR.




1


-2-




(l) 
          LICENSOR RETAIL
STORES: Shall mean those retail stores, whether stand alone, leased, or shop in
shop, which are owned, operated, franchised or leased by LICENSOR and its
Affiliates.




(m)          NET
SALES: For purposes of this Agreement, “NET SALES” is defined as the gross sales
of LICENSED PRODUCTS by LICENSEE or an Affiliate of LICENSEE less (i) actual
returns, discounts, allowances, rebates, handling fees, stocking fees, slotting
fees, damages and shortages supported by credit memoranda, provided that trade
discounts and allowances shall not to exceed [———-]2of
aggregate sales of LICENSED PRODUCTS in any CONTRACT YEAR and (ii) if separately
stated, any charges for packaging, shipping and insurance, and any sales, use
and excise taxes included (including VAT) in the gross sales price.  In
addition, NET SALES shall not include the sales of LICENSED PRODUCTS to LICENSOR
RETAIL STORES, or testers or samples.  Except for the foregoing, any sales
or transfers of LICENSED PRODUCTS made by LICENSEE or an Affiliate of LICENSEE
to a non-Affiliate of LICENSEE shall be computed, for the purpose of determining
NET SALES, at an amount equal to the greater of (x) the actual sales price and
(y) the price at which LICENSEE would have invoiced or charged purchasers which
deal at arm’s length with LICENSEE.  Sales or other transfers of LICENSED
PRODUCTS by LICENSEE to an Affiliate of LICENSEE shall not be counted as NET
SALES and, instead, the sales or other transfers of LICENSED PRODUCTS by such
Affiliate to a non-Affiliate of LICENSEE shall be included in the NET SALES
calculation and shall be documented by LICENSEE for all purposes under this
Agreement.  A sale shall be deemed to take place when the LICENSED PRODUCTS
are shipped.




(n)           PREMIUM:
Shall mean the sale or give-away of any of the LICENSED PRODUCTS for the purpose
of increasing the sale of any other article of merchandise or product, including
without limitation, the sale or give-away of any of the LICENSED PRODUCTS for
publicity purposes, for combination sales, give-aways or in any similar
manner.




(o)           QUARTERLY
DATES: Shall mean each January 1, April 1, July 1 and October 1 of a given
CONTRACT YEAR.




(p)           ROYALTY
SALES REPORTS: Shall mean reports that (i) show LICENSEE NET SALES on the basis
of which LICENSEE royalty payments under Section 8.1 are calculated, and (ii)
consist of a full and accurate statement in all material respects of all
information requested under Section 9.1.




(q)           TERM:
Shall have the meaning set forth in Section 3.1 of this Agreement.




(r)           TERRITORY:
Shall mean the world, provided that solely for Japan, the license granted in
this Agreement excludes all LICENSED PRODUCTS other than personal
fragrances.





2


-3-


2.
            Grant of
      License.




2.1          Rights
Granted . 
Subject to LICENSEE’s compliance with the terms and conditions of this
Agreement, including without limitation LICENSOR’s approval rights, LICENSOR
hereby grants to LICENSEE the exclusive, royalty-bearing, non-assignable,
non-transferable license throughout the TERRITORY to use (i) the DESIGN
SPECIFICATIONS, either furnished by LICENSOR, developed by LICENSEE, or
otherwise associated with the LICENSED PRODUCTS (and packaging relating
thereto), and (ii) the LICENSED MARK, in each case for the manufacture,
promotion, sale and distribution at wholesale of the LICENSED PRODUCTS to (x)
LICENSOR RETAIL STORES and (y) AUTHORIZED RETAILERS as set forth on Schedule 1,
which schedule may be amended from time to time to include other sales points
approved by LICENSOR.  LICENSOR reserves all of its rights to use, and
license others to use, the LICENSED MARK for any purposes that are not
inconsistent with LICENSEE’s rights under this Agreement.  Without limiting
the generality of the foregoing, LICENSOR specifically reserves the right to
license others to use the LICENSED MARK for products to be sold solely in Japan
other than personal fragrances.




2.2          Limitations on Rights
Granted .




2.2.1         LICENSEE
shall not place the LICENSED MARK on, or use the LICENSED MARK in connection
with, any merchandise or goods of any kind, nature or description other than the
LICENSED PRODUCTS and packaging used in connection therewith as approved
hereunder.  LICENSEE shall use the LICENSED MARK only in the designs,
formats, colors, and locations on the LICENSED PRODUCTS and packaging as
specifically approved by LICENSOR.  LICENSOR may also grant to others the
right or license to use the LICENSED MARK on or in connection with goods of
other types and descriptions other than the LICENSED PRODUCTS in any area of the
world.  It is expressly understood and agreed that LICENSEE will not sell
LICENSED PRODUCTS within any jurisdiction within the TERRITORY where the sale is
not permitted under the applicable law, and, if prohibited by law, LICENSEE
agrees to cease selling to any such customers in any such jurisdiction.  In
the event it is discovered that a customer of LICENSEE ships or intends to ship
LICENSED PRODUCTS within any jurisdiction within the TERRITORY where the sale is
not permitted under the applicable law, then in such event LICENSEE shall use
its best efforts to cause such customer to cease such shipments.




2.2.2         Except
with LICENSOR’s prior written consent, LICENSEE shall not grant to any other
person or entity a sublicense in any of the rights or licenses granted to
LICENSEE hereunder.  Notwithstanding the foregoing, LICENSEE may
subcontract the right to manufacture LICENSED PRODUCTS within the TERRITORY;
provided, that such fillers which act as subcontractors shall agree to be bound
by this Agreement, and any action or omission by such subcontractor which, if by
LICENSEE, would be deemed a material breach hereof shall be deemed LICENSEE’s
material breach.  In the event of a material breach by a subcontractor,
LICENSEE shall use its best efforts to have such subcontractor remedy such
material breach, and if such subcontractor does not, then LICENSEE shall have
the right to remedy such material breach by termination of such subcontractor
after completion of any work in progress; and, further provided, that LICENSEE
shall enforce LICENSOR’s rights hereunder against such subcontractor. 
Nothing herein shall preclude LICENSOR from taking enforcement action against
LICENSEE or directly against a subcontractor of LICENSEE in the event of a
material breach by such subcontractor.  Upon prior written approval of
LICENSOR and subject to Section 6, LICENSEE shall have the right to engage
distributors to sell the LICENSED PRODUCTS in the TERRITORY.


-4-




2.2.3         Except
with LICENSOR’s prior written consent, LICENSEE shall not transfer this
Agreement or any of LICENSEE’s rights or obligations hereunder, in whole or in
part, to any other person or entity, whether by assignment, pledge, CHANGE OF
CONTROL, or otherwise and whether voluntarily, involuntarily, or by operation of
law.  Except as otherwise provided herein, any prohibited assignment,
pledge, or other transfer shall be of no force or effect.




2.2.4         LICENSEE
is not licensed to use, and shall not use, any variation of the LICENSED MARK,
except as may be approved by LICENSOR in its sole discretion.




2.3          Other Duties of
LICENSEE . 
In addition to the duties of LICENSEE provided for elsewhere in this Agreement,
LICENSEE shall:




2.3.1         Develop
line development, marketing and distribution plans for prior review and approval
by LICENSOR in accordance with the applicable provisions of this Agreement, and,
following such approval, shall use commercially reasonable efforts to execute
and accomplish such plans, including without limitation by achieving the first
sale of personal fragrance LICENSED PRODUCTS in the United States by the LAUNCH
DATE, where “first sale” means the sale of such LICENSED PRODUCTS to an arm’s
length buyer for anticipated advertising and resale to the general public;
and




2.3.2         Assure
(i) that the LICENSED PRODUCTS and their packaging shall be subject to
LICENSOR’s prior approval and shall be of such high standards and of such style,
appearance, distinctiveness and quality as to protect the prestige of LICENSOR
and of the LICENSED MARK and the goodwill pertaining thereto, (ii) that the
LICENSED PRODUCTS will be manufactured, packaged, sold and distributed in
accordance with all applicable laws and regulations, and (iii) that the policy
of sale, distribution and/or exploitation by LICENSEE shall be subject to
LICENSOR’s prior approval and only of such high standard so that the same shall
in no manner reflect adversely upon the good and prestigious name of the
LICENSOR; and




2.3.3         LICENSEE
shall use commercially reasonable efforts to provide LICENSOR with general sales
information updates, stating sales volume during a previous month (i) by
LICENSEE to its distributors and (ii) by LICENSEE to AUTHORIZED RETAILERS within
[———-]3 days of the request of
LICENSOR; and




2.3.4         Place
the LICENSED MARK on all LICENSED PRODUCTS prior to delivery, except as
otherwise set forth herein; and




2.3.5         Subject
to the provisions of Article 6 hereof, use commercially reasonable efforts to
promote sales of the LICENSED PRODUCTS throughout the TERRITORY.  Minimum
NET SALES for each CONTRACT YEAR shall be as set forth on Exhibit B attached
hereto; and




2.3.6         Designate
one or more brand managers to oversee production and sales of LICENSED PRODUCTS;
and





3


-5-




2.3.7         Provide
and pay for business class travel (first class for Ms. Betsey Johnson and Ms.
Chantal Bacon), reasonable food expense and hotel accommodations for travel by
Ms. Betsey Johnson, Ms. Chantal Bacon and LICENSOR’s designated merchandise
management and/or public relations personnel for travel outside of New York City
for promotional events, in-store seminars, or other purposes incidental to this
Agreement when requested by LICENSEE in writing.




2.4          LICENSOR’s Relationship with
Stila . 
LICENSEE acknowledges that as of the Effective Date, LICENSOR has a relationship
with Stila Styles, LLC d/b/a Stila Cosmetics (“Stila”), which provides makeup,
makeup services, and related products and services to LICENSOR in connection
with fashion shows and other events, and that LICENSOR shall have the right to
continue this relationship with Stila or a successor entity from and after the
Effective Date; provided, however, that if LICENSEE desires to replace Stila or
such successor, then LICENSEE may present a proposal to LICENSOR in which
LICENSEE demonstrates that it can and will provide products and services on
terms that are at least as favorable to LICENSOR with respect to quality and
cost as compared to the quality and cost of products and services then provided
by Stila or such successor, whereupon the parties shall cooperate in good faith
to transition LICENSOR’s relationship with Stila or such successor to
LICENSEE.  If LICENSOR determines in its reasonable discretion that
LICENSEE cannot match the quality and cost of all of the products and services
provided by Stila or its successor, then LICENSOR may elect not to transition
the relationship to LICENSEE.  For avoidance of doubt, this Section 2.4 is
intended to be a very limited exception to the exclusive rights granted to
LICENSEE.  Accordingly, nothing in this Section 2.4 shall grant Stila or
any successor to Stila the right to develop, manufacture, market, distribute or
sell LICENSED PRODUCTS, directly or indirectly to distributors or AUTHORIZED
RETAILERS.




3.
            Term of
      License.




3.1           TERM . 
Unless earlier terminated in accordance with Sections 13 and 14 below, the TERM
of this Agreement shall commence on the Effective Date and shall terminate on
December 31, 2015.




3.2           Renewal
Terms . 
LICENSEE shall have the option to renew the TERM for one (1) additional term of
five (5) CONTRACT YEARS, provided that (i) LICENSEE notifies LICENSOR of
LICENSEE’s intent to renew at least [———-]4 in advance of
the  expiration of the initial TERM, (ii) LICENSEE has not committed
an Event of Default, (iii) LICENSEE has achieved a minimum of [———-]5dollars($———-)]6 in
NET SALES (excluding any and all sales to LICENSOR RETAIL STORES) for the
CONTRACT YEAR ending December 31, 2015.





4


5


6


-6-




4.
            Designs/Prototypes.




4.1          Designs/Design
Approval.




4.1.1         DESIGN
SPECIFICATIONS shall be subject to LICENSOR’s prior written approval, and no
LICENSED PRODUCTS shall be promoted, distributed or sold unless the DESIGN
SPECIFICATIONS therefore have been approved by LICENSOR and unless such DESIGN
SPECIFICATIONS are incorporated into the LICENSED PRODUCTS and approved by
LICENSOR.  LICENSEE shall submit DESIGN SPECIFICATIONS to LICENSOR in
accordance with this Section 4.1 for LICENSOR’s approval.




4.1.2         LICENSEE
shall provide LICENSOR with a product development calendar within [———-]7 after the date of this
Agreement, and thereafter each year consistent with LICENSEE’s ordinary course
of business.  LICENSEE agrees to consult with LICENSOR, on a regular basis
or as LICENSOR may reasonably request, regarding all new product compositions,
designs, manufacturing schedules, and distribution schedules and any other
substantive changes, new developments or other matters which would materially
affect the rights, obligations and benefits of either party to this
Agreement.




4.1.3         The
parties shall meet in good faith and cooperate with each other responsively,
diligently and efficiently, and as often as either party believes is reasonably
necessary, regarding the manufacture, submittal of pre-production samples,
submittals of production samples and all approvals of the LICENSED
PRODUCTS.  Meetings pursuant to this subsection may be virtual or by
conference call, and in any event fragrance and/or bottles must be submitted to
LICENSOR prior to the meeting.  LICENSOR has approval rights as to which
fragrance and bottles LICENSEE will make into samples, which samples are made
into pre-production samples, and which samples will go into production and final
approval before production units are ready for distribution.  LICENSED
PRODUCTS and any other items bearing the LICENSED MARKS or intended for use in
connection with the LICENSED PRODUCTS  must be approved in advance in
writing by LICENSOR.  The same approval procedure shall also be followed
for LICENSED PRODUCTS and packaging other than fragrance and
bottles.




4.1.4         LICENSEE
shall submit samples for LICENSOR approval.  LICENSOR shall review and
comment on the sample(s) and either: (1) provide approval for any sample to go
to pre-production prior to going to market; (2) disapprove any sample from going
to pre-production for market; or (3) comment on any changes needed.  Once
any sample is approved for pre-production, and before LICENSEE places any
LICENSED PRODUCTS into final production, LICENSEE shall then deliver a
pre-production sample for LICENSOR approval.  The pre-production unit
produced which is then approved for production is called a “Prototype”. 
LICENSOR shall have [———-]8 from the date of
confirmed receipt of any sample or Prototype to give notice to LICENSEE of
LICENSOR’s approval or disapproval.  Failure of LICENSOR to give timely
notice of disapproval shall be deemed to be an approval.




7


8


-7-




4.1.5         After
approval of each Prototype for production as described herein, LICENSEE shall
submit one (1) top of the line production sample for each product going to
market (each a “Top of the Line Sample”) in order for LICENSOR to confirm
conformity with the approved Prototype.  Such Top of the Line Sample must
come within accepted cosmetic industry tolerances to the Prototype LICENSOR
approved under Section 4.1.4 above, prior to continuing with
production.




4.1.6         If
LICENSEE fails to submit a Top of the Line Sample, or fails to obtain LICENSOR’s
approval on any Top of the Line Sample (unless as otherwise stated in this
Section 4.1.6), graphic or logo, LICENSOR may cancel the production and sale of
any such LICENSED PRODUCTS on notice to LICENSEE, unless LICENSEE subsequently
receives LICENSOR’s approval therefor.  If LICENSEE requires graphics,
design, logo or creative services from LICENSOR, LICENSOR shall use commercially
reasonable efforts to supply LICENSEE with such requested graphics, design, logo
or creative services.  LICENSOR shall have the right to approve or
disapprove of the specific use of its graphics, logos and LICENSED MARKS in
connection with the LICENSED PRODUCTS.  Should LICENSOR request
modification to the use of any design or logo found on any sample, then LICENSEE
shall make such modification.  Notwithstanding anything to the contrary
contained in this Agreement, in the event that LICENSOR has approved the use of
its graphics, logos and LICENSED MARKS in connection with a LICENSED PRODUCT
that has already gone to production, then LICENSOR shall not have the right to
change, alter or in any manner modify the design, logo or LICENSED MARKS for the
entire production run of such LICENSED PRODUCTS for which LICENSEE has submitted
purchase orders.




4.1.7         LICENSEE
shall be solely responsible for, and shall pay all reasonable costs and expenses
relating to, the design and development of LICENSED PRODUCTS, making of the Top
of the Line Sample, and all aspects for production of the LICENSED
PRODUCTS.




4.1.8         LICENSEE
may engage, employ or utilize designers to develop LICENSED PRODUCTS, DESIGN
SPECIFICATIONS, and/or ADVERTISING MATERIALS, provided, however, that LICENSEE
shall obtain a written assignment, and shall supply LICENSOR with a copy of such
assignment, from any such designer in favor of LICENSOR under which all of such
designer’s rights, title and interest, including but not limited to all rights
of copyright, in and to such designer’s work product is transferred and conveyed
to LICENSOR to the maximum extent permitted by applicable law.




5.
            Manufacture of
      LICENSED PRODUCTS.




5.1           Quality of LICENSED
PRODUCTS . 
LICENSEE covenants and agrees that all LICENSED PRODUCTS manufactured hereunder
shall come within accepted cosmetic industry tolerances to the applicable
Prototype LICENSOR approved under Section 4.1.4.




5.2           Inspection . 
LICENSOR will have the right, at any time during normal business hours upon
reasonable advance notice and not more than once per CONTRACT YEAR, to inspect
the process of manufacturing any and all LICENSED PRODUCTS produced hereunder,
and LICENSEE shall at all times during the TERM use its commercially reasonable
efforts to make its manufacturing, warehouse and distribution facilities
available to LICENSOR for inspection by LICENSOR or its representatives at
LICENSOR’s cost and expense during normal working hours, provided that such
inspection shall not unduly interfere with the normal business operations of
LICENSEE.  To the extent that LICENSEE engages any subcontractors to
manufacture LICENSED PRODUCTS, LICENSEE shall cooperate with LICENSOR and take
all actions reasonably necessary to facilitate LICENSOR’s inspections of such
subcontractors’ manufacturing, warehouse and distribution facilities, which
inspections may be undertaken with or without prior notice to the
subcontractor.


-8-




5.3           Compliance with Laws and
Codes of Conduct . 
LICENSEE shall use its best efforts to ensure that LICENSEE and each and every
filler of LICENSED PRODUCTS for LICENSEE complies in all material respects with
(i) any and all applicable labor, environmental, safety, health, and other laws
and regulations of the country or other jurisdiction in which the LICENSED
PRODUCTS are manufactured or sold, and (ii) any and all commercially reasonable
codes of conduct concerning manufacturing practices that LICENSOR may provide to
LICENSEE from time to time during the TERM, provided that LICENSEE is given
reasonable advance notice and a reasonable time in which to comply, and further
provided, that no such further codes of conduct concerning manufacturing shall
conflict with any other provision of this Agreement.




5.4           Manufacturer’s
Agreement . 
Before engaging any subcontractor to manufacture LICENSED PRODUCTS, LICENSEE
shall enter into a Manufacturer’s Agreement with such subcontractor
substantially in the form attached hereto as Exhibit C.




6.
            Distribution.




6.1           Authorization of Sales
Points . 
LICENSEE recognizes that the prestige and image of the LICENSED MARK depends
upon, among several factors, the selection of upscale retail sales outlets of
high caliber and excellent reputation which project an image of high fashion and
prestige consistent with the reputation of Ms. Betsey Johnson and that retail
comparable prestigious designer name goods Except as otherwise set forth herein
or required by law, the LICENSED PRODUCTS shall not be sold to sales points
which are not AUTHORIZED RETAILERS.  If requested by LICENSOR on the basis
of objective evidence that an AUTHORIZED RETAILER has committed one or more acts
that has harmed or diminished the business and/or reputation of such AUTHORIZED
RETAILER or LICENSOR in a materially adverse manner, and to the extent permitted
by law, LICENSEE will immediately upon notice cease selling the LICENSED
PRODUCTS to any such retail sales outlet designated by LICENSOR (including
catalogue retailers and on-line retailers) and shall use commercially reasonable
efforts to sell LICENSED PRODUCTS to such retail sales points as LICENSOR may
request in writing.  Any arrangements between LICENSEE and any of its
distributors shall be subject to LICENSEE’s duties and LICENSOR’s rights under
this Agreement, the material breach of which will be deemed a material breach of
this Agreement by LICENSEE.  LICENSEE shall have the right to cure such
material breach by causing such distributor to cure such material breach, or if
such breach is not cured, then by termination of such distributor. 
LICENSEE shall use its best efforts to enforce LICENSOR’s rights under this
Agreement with respect to third parties with which LICENSEE does business
relating to this Agreement.


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6.2           Agreements with
Distributors . 
LICENSEE may engage distributors for LICENSED PRODUCTS as long as LICENSEE
complies with the terms of this Section 6.2.  No distributor may be engaged
unless LICENSEE and the proposed distributor enter into a distribution agreement
that has been delivered to and approved in advance by LICENSOR in writing
(“Distribution Agreement”).  No such Distribution Agreement may be renewed,
extended, or otherwise amended or modified in any material respect, nor may any
of the material provisions thereof be waived (other than payment terms), by
LICENSEE without the prior written approval of LICENSOR.  LICENSOR may
withdraw its approval of a distributor if such distributor violates the
obligations of LICENSEE under this Agreement, or defaults under its Distribution
Agreement, or if LICENSOR determines in good faith that such distributor has
committed one or more acts that has harmed or diminished the business and/or
reputation of such distributor or LICENSOR in a materially adverse manner. 
Each Distribution Agreement (i) shall require the distributor to comply with,
and be bound by, all of the relevant provisions of this Agreement that apply to
LICENSEE, (ii) shall prohibit the distributor from engaging any subdistributors,
(iii) to the extent that any of LICENSEE’s rights under this Agreement are
modified (whether by reason of the operation of the provisions hereof or
otherwise), shall be amended to conform with LICENSEE’s rights as so modified,
and (iv) shall terminate simultaneously with the expiration or earlier
termination of this Agreement.  In addition, each such Distribution
Agreement shall provide that such distributor may not make any claim against
LICENSOR in connection with or relating to such Distribution
Agreement.




6.3           Catalogue and Internet
Sales . 
Subject to Section 6.1, LICENSEE shall be entitled to sell LICENSED PRODUCTS to
such catalogue and Internet retailers as LICENSOR may approve from time to time,
on a case-by-case basis.




6.4           Customer
Approval.




(a)           Before
selling any LICENSED PRODUCTS to LICENSEE’s customers and any intended
customers, LICENSEE shall submit to LICENSOR for approval the names of all of
LICENSEE’s customers and intended customers for the LICENSED PRODUCTS, which
customers and intended customers as of the Effective Date are listed on Schedule
1.  LICENSEE’s customers set forth on Schedule 1 are hereby approved as
AUTHORIZED RETAILERS, provided that, [———-]9 are approved as
AUTHORIZED RETAILERS solely for color cosmetics until [———-]10 the date of the LAUNCH
DATE, and thereafter [———-]11 are also approved as
AUTHORIZED RETAILERS for fragrances; provided that  LICENSEE shall
give LICENSOR written notice at least [———-]12before launching
fragrance sales via [———-]13 and shall coordinate
with LICENSOR to ensure that such fragrance launches are consistent with
LICENSOR’s brand image and LICENSEE’s approved ADVERTISING PLAN.







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(b)           Within
[———-]14 the LAUNCH DATE,
national drugstore chains shall also be added as AUTHORIZED RETAILERS, subject
to the approval of specific chains for specific SKUs by LICENSOR.




(c)           During
the TERM, LICENSEE shall submit to LICENSOR for approval the name and address of
any new intended customers.  If LICENSOR does not give notice to LICENSEE
of LICENSOR’s objection on the basis of objective evidence within [———-]15 of the receipt of
LICENSEE’s request for new customer approval, then such new customer shall be
deemed to be an AUTHORIZED RETAILER.  At the beginning of each CONTRACT
YEAR, and at such other times as LICENSOR may reasonably request, LICENSEE shall
send to LICENSOR a list of all then current customers for all LICENSED
PRODUCTS.




6.5           Purchases by
LICENSOR . 
LICENSOR shall be entitled to purchase LICENSED PRODUCTS from LICENSEE for sale
in LICENSOR RETAIL STORES and/or in a LICENSOR catalogue or a LICENSOR on-line
store on the Internet.  The price for these purchases shall be suggested
retail price less [———-]16 for the same LICENSED
PRODUCTS, provided that for LICENSED PRODUCTS in existence as of (or prior to)
the Effective Date, the price for these purchases shall be suggested retail
price less [———-]17.  LICENSOR will
have [———-]18 from the date of
LICENSEE’s invoice to pay the price for such purchases.  No Sales Royalties
will be due and payable on such purchases made directly by
LICENSOR.




6.6           Scheduling
Orders . 
Commencing not less than [———-]19 prior to the initial
launch of LICENSED PRODUCTS and thereafter for each [———-]20period
throughout the TERM of this Agreement, LICENSOR covenants and agrees to provide
to LICENSEE  a good faith estimate of the orders for LICENSED PRODUCTS
to be required by LICENSOR for such [———-]21 period (each a
“Scheduling Order”).  LICENSEE agrees to use commercially reasonable
efforts to fulfill all purchase orders.  Notwithstanding anything to the
contrary contained herein, LICENSEE shall not be required to fulfill purchase
orders for LICENSED PRODUCTS in excess of [———-]22 of the relevant
Scheduling Order within the requisite [———-]23 period.







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6.7           Plan of
Distribution . 
Notwithstanding anything to the contrary contained in this
Agreement,




(a)           the
first CONTRACT YEAR and the portion of the second CONTRACT YEAR prior to the
LAUNCH DATE shall be devoted to development of LICENSED PRODUCTS, and therefore,
NET SALES are anticipated to commence during the second CONTRACT
YEAR;




(b)           LICENSED
PRODUCTS are to be sold by LICENSEE to LICENSOR RETAIL STORES commencing in the
second CONTRACT YEAR.  In addition, from and after the initial launch of
LICENSED PRODUCTS, LICENSEE shall use commercially reasonable efforts to sell
LICENSED PRODUCTS to AUTHORIZED RETAILERS in Schedule 1, together with any other
retail store requested by LICENSEE and approved by LICENSOR; and




(c)           From
and after the initial launch of LICENSED PRODUCTS, LICENSEE  shall use
commercially reasonable efforts to distribute LICENSED PRODUCTS outside the
United States.




7.
            Advertising.




7.1           General . 
LICENSEE together with its distributors shall spend an aggregate amount equal to
at least [———-]24 of NET SALES in
accordance with LICENSEE’S ADVERTISING PLAN for each CONTRACT YEAR; provided
that such spending shall not be less than [———-]25 of minimum NET SALES,
and in respect of the CONTRACT YEAR including the LAUNCH DATE, [———-]26 of purchase orders
accepted by LICENSEE within [———-]27 to the LAUNCH DATE
..  Any amount not so spent during any CONTRACT YEAR shall be spent during
the [———-]28 of the next CONTRACT
YEAR.  Any initial advertising will be planned and accomplished as mutually
agreed between LICENSOR and LICENSEE but shall, in any event, conform with any
other trade advertising applicable to products bearing the LICENSED MARK as may
be communicated, planned and/or coordinated by LICENSOR.  During the TERM,
LICENSEE and its distributors shall promote the availability of the LICENSED
PRODUCTS throughout the TERRITORY consistent with the business plan prepared by
LICENSEE, and in accordance with an ADVERTISING PLAN, ADVERTISING MATERIALS, and
budget approved in advance by LICENSOR.  LICENSEE will provide LICENSOR in
advance with its ex-factory and wholesale price lists as may be in effect from
time to time for all LICENSED PRODUCTS that will be offered for
sale.





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7.2           Advertising
Plan . 
Each November during the TERM, LICENSEE shall submit to LICENSOR for approval
LICENSEE’s proposed ADVERTISING PLAN for the ensuing CONTRACT YEAR.  The
ADVERTISING PLAN approved by LICENSOR may be amended or modified (but in no
event shall the required amount of advertising expense under Section 7.1 above
be increased) by LICENSOR and LICENSEE subject to LICENSOR approval from time to
time during the CONTRACT YEAR to reflect changes in strategies and promotional
activities.  LICENSEE will use commercially reasonable efforts to
incorporate into its ADVERTISING PLAN otherwise approved by LICENSOR ADVERTISING
MATERIALS and directions, if any, submitted by LICENSOR.  LICENSEE will
cooperate with LICENSOR to coordinate LICENSEE’s ADVERTISING PLAN with those of
LICENSOR’s other licensees so that a comprehensive and coordinated look and
approach can be presented to the fashion press and trade.  Subject to
LICENSOR’s approval, the ADVERTISING PLAN and corresponding expenses may include
photo shoots, in-store signage, point-of-sale materials, gifts with purchase,
launch/promotional events, general trade and consumer advertising, and retailer
circulars.




7.3           Advertising
Materials . 
All ADVERTISING MATERIALS for advertising placed by the LICENSEE will use only
those designs, photographs, catalogues, in-store displays, texts, graphics, and
audio or audiovisual materials in form and content furnished or approved in
writing by LICENSOR.  To the extent that LICENSOR does not prepare or
furnish ADVERTISING MATERIALS to be used in the implementation of the
ADVERTISING PLAN approved by LICENSOR, LICENSEE shall submit to LICENSOR the
ADVERTISING MATERIALS for LICENSOR’s written approval prior to use in accordance
with the procedure set forth in Section 4 above.  Any ADVERTISING MATERIALS
approved by LICENSOR shall be used by LICENSEE in the manner, form and
presentation directed or approved by LICENSOR.  Approval by LICENSOR of any
ADVERTISING PLAN or ADVERTISING MATERIALS shall not be deemed an approval of the
use thereof for any other season, use or purpose other than the one for which
such approval is sought.




7.4           Co-Op
Advertising . 
LICENSEE shall describe specific proposed co-op advertising with particular
retailers in an ADVERTISING PLAN approved by LICENSOR.  Unless otherwise
stated therein, LICENSOR’s approval of such ADVERTISING PLAN shall not relieve
LICENSEE of the requirement to submit individual ADVERTISING MATERIALS used in
such co-op advertising with retailers to LICENSOR for approval.




7.5           Samples for
Promotions . 
At LICENSOR’s request LICENSEE will furnish at no charge (i) [———-]29 of each LICENSED PRODUCT
to LICENSOR for purposes of preparing photographs, designs, and illustrations
for ADVERTISING MATERIALS or for other promotional or informational purposes,
and (ii) [———-]30 of each LICENSED PRODUCT
to LICENSOR, for the press or the media for coverage and/or review.  In
addition, LICENSOR shall be entitled to receive, at no charge, [———-]31 “vial on a card” sample
fragrances, [———-]32per
year (for a total of [———-]33 “vial on a card”
samples), to be used in conjunction with LICENSOR’s semi-annual fashion
shows.  LICENSED PRODUCTS otherwise requested by LICENSOR for any other use
or purpose will be furnished to LICENSOR at a mutually agreed upon price, and
shall not be used for resale by LICENSOR.  LICENSOR shall be entitled to
retain the samples so furnished and LICENSEE shall not be required to provide
any other samples to LICENSOR except as required by Section 4.




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7.6           Accounting for
Advertising . 
Within [———-]34 following the end of
each CONTRACT YEAR, LICENSEE shall present to LICENSOR a statement indicating
the amount of advertising expense incurred by LICENSEE and its distributors
during such CONTRACT YEAR specifying the amounts spent on media advertising and
co-op advertising.  Any expense carried over from the previous CALENDAR
YEAR in accordance with Section 7.1 shall be separately stated.




7.7           Promotional
Activities/Merchandising and Display Activities . 
LICENSEE may, subject to LICENSOR’s prior approval, hold or attend press
parties, shows of LICENSED PRODUCTS, and other public relations and trade
events.  Neither the LICENSED PRODUCTS nor any other item shall be used as
a PREMIUM without the prior written consent of the LICENSOR.  At any such
approved trade show, LICENSEE, at its sole cost, may display the LICENSED
PRODUCTS at LICENSEE’s booth.  In addition, if LICENSOR participates in the
same trade show as LICENSEE, LICENSEE may, subject to LICENSOR’s prior approval,
display the LICENSED PRODUCTS at LICENSOR’s booth, provided that LICENSEE shall
be responsible for a pro rata share of LICENSOR’s reasonable costs and expenses
in connection therewith to be negotiated by the Parties in good
faith.




8.
            Royalty
      Payments.




8.1           Royalties.




LICENSEE
will pay royalties to LICENSOR at a rate equal to [———-]35 of NET SALES of the
LICENSED PRODUCTS during each CONTRACT YEAR (“Sales Royalties”).




8.2           Minimum
Payments . 
LICENSEE shall pay to LICENSOR as guaranteed, non-refundable, minimum annual
royalties for each CONTRACT YEAR the amounts set forth on Exhibit B annexed
hereto as an advance against such payments due hereunder for such year. 
Such amounts shall be payable as set forth in Section 8.3.




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8.3           Timing of
payments . 
Upon execution of this Agreement, LICENSEE shall pay to LICENSOR [———-]36 of the minimum royalty
payments that would otherwise become due in the second CONTRACT YEAR, to be
credited against any such payments due during the second CONTRACT YEAR
only.  Thereafter, LICENSEE shall submit ROYALTY SALES REPORTS and royalty
payments quarterly to LICENSOR no later than [———-]37 after each QUARTERLY
DATE (for the previous quarter, as such a “Quarterly Period”) during each
CONTRACT YEAR of this Agreement on all NET SALES.  For each particular
CONTRACT YEAR throughout the TERM of this Agreement, LICENSEE shall pay the
greater of (i) the minimum annual royalties due for that CONTRACT YEAR, or (ii)
the Sales Royalties due based on LICENSEE’s NET SALES during that CONTRACT
YEAR.  The minimum annual royalty payments made in any CONTRACT YEAR will
be credited against the Sales Royalties due for the same CONTRACT YEAR only, and
any payments made in excess of the minimum annual royalty payments during any
particular CONTRACT YEAR shall not be applied to reduce either the minimum
annual royalty payments or the Sales Royalties due for any subsequent CONTRACT
YEAR, but shall be credited against the Sales Royalties due for subsequent
Quarterly Periods during such CONTRACT YEAR.




8.4           Late
Payment . 
If all or any part of any payment from LICENSEE to LICENSOR, or LICENSOR to
LICENSEE, as the case may be, is not made within [———-]38 when due, in addition
and without prejudice to any other remedies LICENSOR or LICENSEE has, LICENSEE
or LICENSOR, as the case may be, shall pay interest on such unpaid amount at a
rate per annum equal to the  prime rate of interest published in The
Wall Street Journal at the time of such delinquency, plus [———-]39 per annum.




8.5           Reconciliation . 
No later than [———-]40 after the end of each
CONTRACT YEAR during the TERM, the parties shall reconcile the aggregate
royalties paid under this Section 8 for the CONTRACT YEAR so ending against the
NET SALES for such CONTRACT YEAR, and shall true up any discrepancy within
[———-]41 of receipt of such
reconciliation.




8.6           Currency . 
All payments to be made hereunder shall be made in U.S.  Dollars.  The
Dollar denominations throughout Exhibit B shall refer to U.S. 
Dollars.  All payments to be made hereunder shall be made to LICENSOR at
its place of business located at 498 Seventh Avenue, New York, New York. 
Any sales of LICENSED PRODUCTS that are denominated in a currency other than
U.S.  Dollars shall be reported to LICENSOR and converted to U.S. 
Dollars at the average exchange rate in effect during each applicable Quarterly
Period.  The obligation of LICENSEE to pay royalties is absolute
notwithstanding any claim that LICENSEE may assert against LICENSOR. 
LICENSEE shall not have the right to set-off, compensate or make any deduction
from such royalty payments for any reason whatsoever, except for past due
accounts payables for sales of LICENSED PRODUCTS to LICENSOR RETAIL
STORES.




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9.
            Royalty Accounting and
      Reporting.




9.1           Statements . 
All ROYALTY SALES REPORTS shall consist of a full and accurate statement in all
material respects that includes the following information: (i) Number of units
of the LICENSED PRODUCTS shipped for the preceding quarter of the current
CONTRACT YEAR setting forth the number of each such LICENSED PRODUCT sold,
returns actually received, normal trade discounts and allowances actually
granted, the resulting computation of NET SALES and the Sales Royalty due on NET
SALES; and (ii) list of customers to which LICENSED PRODUCTS are sold by
LICENSEE or an Affiliate of LICENSEE with NET SALES presented on a
customer-by-customer basis and showing the corresponding invoice numbers, SKU
numbers, and product descriptions.  In addition, LICENSEE will provide to
LICENSOR such additional information available to LICENSEE concerning sales of
the LICENSED PRODUCTS as reasonably requested by LICENSOR in
writing.




9.2           Certification of
Reports . 
The chief financial officer of LICENSEE shall certify in writing that each
ROYALTY SALES REPORT contains a complete and accurate statement in all material
respects of the information required in Section 9.1 above.




9.3           No Waiver . 
Receipt or acceptance by LICENSOR of any of the ROYALTY SALES REPORTS and other
statements furnished, or of any sums paid, during a CONTRACT YEAR pursuant to
this Agreement will not preclude LICENSOR from questioning their correctness at
any time within the [———-]42 period after the
CONTRACT YEAR during which such payments or reports were received.




9.4           Other
Information . 
LICENSEE shall furnish within a commercially reasonable time such additional
information as may be reasonably requested by LICENSOR concerning LICENSEE
pertaining to this Agreement.




9.5           Books and
Records . 
LICENSEE will maintain appropriate books of account in which accurate entries
will be made concerning all transactions within the scope of this
Agreement.  LICENSOR will have the right during normal business hours at
LICENSEE’s offices, through any accountant or other authorized representative of
its choice, on not more than one occasion during each CONTRACT YEAR and upon
[———-]43 advance notice to
LICENSEE, to examine and copy all or part of the books of account and all other
records, documents and material in the possession or under the control of
LICENSEE which pertain to the manufacture, warehousing, distribution,
advertisement and sale of the LICENSED PRODUCTS.  LICENSOR and its
representatives will be free to make copies of all or part of LICENSEE’s
relevant books, records or other documents and materials that pertain to this
Agreement, provided that such audit does not unduly interfere with the normal
business operations of LICENSEE.  LICENSEE shall render all reasonable
assistance to LICENSOR or its representatives for the performance of an audit
and shall not interfere in any manner with the performance of their
duties.  The cost of the audit shall be paid by LICENSOR; provided,
however, if the audit shows a deficiency in the aggregate amount required to be
paid to LICENSOR by LICENSEE in excess of [———-]44, LICENSEE shall bear the
cost of the audit.  If the audit reveals the underpayment of any royalty
payable under Section 8 of this Agreement, LICENSEE shall pay such amount to
LICENSOR within [———-]45, together with interest
in an amount calculated in accordance with Section 8.4 of this Agreement. 
All books of account and records will be kept available by LICENSEE for at least
[———]46 after the close of each
CONTRACT YEAR.




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10.
            Indemnification;
      Representations and
Warranties.




10.1           Indemnification by
LICENSEE . 
LICENSEE hereby agrees to defend, indemnify, and hold LICENSOR and its
affiliates and their respective shareholders, members, directors, officers,
managers, employees, attorneys and agents (collectively referred to as
“LICENSOR” for purposes of this section) harmless from and against any and all
claims, suits, losses, damages, demands, injuries and expenses, including
without limitation reasonable attorneys’ fees, arising out of or related to (i)
any actual or alleged defects in the design, material, or workmanship of any
LICENSED PRODUCTS produced by LICENSEE or the manufacture or sale of LICENSED
PRODUCTS produced by or on behalf of LICENSEE or any violations of laws or
regulations arising from the labeling, distribution, or advertisement of any
LICENSED PRODUCTS by LICENSEE, whether or not the LICENSED PRODUCTS were
approved by LICENSOR pursuant to this Agreement, (ii) any claim of harm or
injury resulting from use of a LICENSED PRODUCT manufactured or sold under this
Agreement, (iii) the breach of this Agreement by LICENSEE or any of its
servants, agents, contractors or employees, or (iv) any negligent acts, whether
by omission or commission, that may be committed by LICENSEE or any of its
servants, agents, contractors or employees.  LICENSOR shall give LICENSEE
prompt written notice of any such claims or suits and LICENSEE shall defend the
same, at its own expense, through counsel of its own choice subject to
LICENSOR’s approval which will not be unreasonably withheld.  LICENSOR
shall have the right to retain its own counsel at its own expense but shall not
have the right to settle any such action.  The indemnity provided for in
this Section shall survive the expiration or termination of this
Agreement.




10.2           Indemnification by
LICENSOR . 
LICENSOR hereby agrees to defend, indemnify, and hold LICENSEE and its
affiliates and their respective shareholders, members, directors, officers,
managers, employees, attorneys and agents (collectively referred to as
“LICENSEE” for purposes of this section) harmless from and against any claims,
suits, losses, damages, demands, injuries and expenses, including without
limitation reasonable attorneys’ fees, based on (i) any breach of this Agreement
by LICENSOR or any of its servants, agents, contractors or employees, (ii) any
negligent acts, whether by omission or commission, that may be committed by
LICENSOR or any of its servants, agents, contractors or employees; and (iii)
allegations that the use of the LICENSED MARK by LICENSEE in accordance with
this Agreement infringes or otherwise violates the rights of any third party in
the TERRITORY; provided, however, that the foregoing indemnity shall not include
allegations arising out of LICENSEE’s use of the LICENSED MARK in any
jurisdiction outside of the United States where LICENSOR does not have any
registration in force with respect to the LICENSED PRODUCTS, provided that
LICENSOR has no actual knowledge of any infringement of any third party
rights.  LICENSEE shall give LICENSOR prompt written notice of any such
claims or suits and LICENSOR shall defend the same, at its own expense, through
counsel of its choice subject to LICENSEE’s approval, which shall not be
unreasonably withheld.  LICENSEE shall comply with any settlement or court
order arising from any such claim or suit, including any settlement or order
that requires a change to LICENSEE’s use of the LICENSED MARK.  LICENSEE
shall have the right to retain its own counsel at its own expense but shall not
have the right to settle any such action.  LICENSOR shall have the right to
terminate LICENSEE’s right to use the LICENSED MARK in any portion of the
TERRITORY without further liability to LICENSEE if LICENSOR determines, in its
sole discretion,  that it cannot prevail over any such claim or suit
despite exercising commercially reasonable efforts to do so. 
Notwithstanding the foregoing, in no event will the foregoing indemnification
provided by LICENSOR for all claims or suits exceed the amount of the royalties
paid by LICENSEE under this Agreement.  The indemnity provided for in this
Section shall survive the expiration or termination of this
Agreement.


-17-




10.3           Mutual Representations and
Warranties . 
Each party hereto represents and warrants that it has the full right, power and
authority to enter into and perform all of its obligations hereunder, that such
party is under no legal impediment which would prevent it from signing this
Agreement or consummating the same, and that entering into this Agreement will
not create any default under any other agreement or breach of same to which such
party or any of its affiliates may be a party or under any order, judgment, or
decree to which they may be subject or bound.




10.4           No Consequential
Damages . 
Notwithstanding anything to the contrary contained in this Agreement, under no
circumstances shall any party be liable to any other party for indirect,
incidental, consequential, special or exemplary damages (even if such party has
been advised of the possibility of such damages), arising from any provision of
this agreement, such as, but not limited to, loss of revenue or anticipated
profits or lost business.




11. 
         Insurance.




LICENSEE
shall obtain and maintain on an occurrence basis throughout the TERM and
Wind-Down Period (if any), at its own expense, standard comprehensive general
liability coverage for bodily injury, property damage and personal injury from a
qualified, A-rated insurance carrier acceptable to LICENSOR.  Said coverage
shall include broad form contractual liability as well as product liability
insurance.  Such product liability coverage shall be no less than [———-]47combined
single limit on a per occurrence basis, with [———-]48 coverage in the
aggregate.  Each policy shall name LICENSOR as an additional insured and
shall be non-cancelable except after [———-]49 prior written notice to
LICENSOR.  LICENSEE shall furnish LICENSOR with a certificate of insurance
evidencing  such policy within [———-]50 after execution of this
Agreement and, to the extent such insurance must be renewed, shall furnish
LICENSOR with proof of renewal annually thereafter, at least [———-]51 prior to the termination
date of coverage in the absence of renewal.  Failure of LICENSEE to obtain
and maintain such insurance coverage shall be a material breach of this
Agreement.





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12. 
         Rights and Obligations with
Respect to Trademarks, Other Intangible Property, and Image and Likeness of Ms.
Betsey Johnson.




12.1        Title in LICENSED
MARK . 
LICENSEE acknowledges that LICENSOR is the owner of the LICENSED MARK.  All
good will associated with use of the LICENSED MARK by LICENSEE on or in
connection with the LICENSED PRODUCTS produced hereunder shall inure to the
benefit of LICENSOR, and LICENSEE acknowledges and agrees that it will not,
during the TERM and thereafter, attack or infringe upon LICENSOR’s right, title
or interest in and to the LICENSED MARK or attack the validity of the license
granted in this Agreement.  LICENSEE shall not at any time acquire or claim
any right, title or interest of any nature whatsoever in the LICENSED MARK or
any other trademark, trade name, logo, domain name, or other brand
identification of LICENSOR.  Any and all right, title, goodwill or interest
in or relating to the LICENSED MARK or any such other trademark, trade name,
logo, domain name, or other brand identification connected with the LICENSED
PRODUCTS which comes into existence during the term of this Agreement shall
immediately and automatically vest in LICENSOR.  To the extent that
LICENSEE would otherwise be deemed to own any such right, title, goodwill or
interest, LICENSEE hereby assigns the same to LICENSOR.  LICENSEE agrees to
execute any and all documents reasonably requested by LICENSOR in order to
evidence LICENSOR’s right, title or interest to the same or to transfer to such
persons any beneficial or legal right, title or interest which is acquired by
LICENSEE as a result of the use thereof by LICENSEE, by operation of law or
otherwise.  LICENSOR and its affiliates reserve all rights to the LICENSED
MARK for their own use and benefit which may not be transferred or assigned
voluntarily or by operation of law to any other person or entity.




12.2        Restrictions on Use of
LICENSED MARK . 
LICENSEE agrees that it will not use or associate the LICENSED MARK with any
other trademark, trade name, logo or designation on labels, boxes,
tags,  or advertising or promotional materials without LICENSOR’s
written consent, except as LICENSEE is required by law and/or does so in form,
manner and content approved by LICENSOR.  LICENSEE shall not use the
LICENSED MARK or any abbreviation or combination thereof as its corporate,
divisional or trade name or otherwise except as a trademark for the LICENSED
PRODUCTS.  LICENSEE shall not be permitted to use the LICENSED MARK on its
invoices, stationery, letterhead, business cards, telephone and directory
listings, web site, or other communications from LICENSEE without LICENSOR’s
prior written approval.  Any such use of the LICENSED MARK approved by
LICENSOR must clearly indicate that LICENSEE is acting as a licensee only and
must clearly show the corporate name and address of LICENSEE and a description
of the LICENSED PRODUCTS.


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12.3        Rights in Other Intangible
Property . 
LICENSEE acknowledges and agrees that, as between LICENSOR and LICENSEE,
LICENSOR is and shall be the exclusive owner of the IP RIGHTS.  If any
approved LICENSED PRODUCTS, ADVERTISING MATERIALS, and/or DESIGN SPECIFICATIONS
are not designed and/or created by LICENSOR, then they shall be deemed “works
made for hire” for LICENSOR within the meaning of the U.S.  Copyright Law
and any other copyright law that may apply or, if they do not so qualify as
“works made for hire,” LICENSEE hereby assigns all of its right, title, and
interest in and to the IP RIGHTS therein to LICENSOR for no additional
consideration.  To the extent any such IP RIGHTS cannot be assigned to
LICENSOR, LICENSEE hereby grants to LICENSOR a perpetual, irrevocable, fully
paid-up, royalty-free, worldwide, transferable, sublicensable, non-exclusive
license to use such IP RIGHTS for all internal and commercial purposes. 
Without limiting the generality of the foregoing, LICENSEE shall not use any
DESIGN SPECIFICATIONS or LICENSED PRODUCT samples for, in connection with, or as
the source for the manufacture, distribution, or sale of any other article or
product of any kind unless otherwise authorized and approved in writing by
LICENSOR.  Any intellectual property rights associated with product or
package designs, advertising materials, and similar items that are created by
LICENSEE but are not approved in writing for use by LICENSEE in connection with
LICENSED PRODUCTS shall belong to LICENSEE.  Notwithstanding the foregoing,
formulae for LICENSED PRODUCTS shall be solely for the exclusive use of LICENSOR
for so long as LICENSOR uses the filler that developed the formula.




12.4        Applications and Registered
User Agreements . 
LICENSEE agrees to cooperate with LICENSOR in the prosecution of any trademark
or copyright applications or any other applications for registration of IP
RIGHTS that are advisable, required or desired by LICENSOR or any of its
Affiliates throughout the TERRITORY.  To this end, LICENSEE agrees to
supply to LICENSOR from time to time such reasonable number of samples,
containers, labels and similar materials as may reasonably be required in
connection with any such application, the governmental filing fees and expenses
related to which shall be borne by LICENSOR.




12.5        Infringements . 
If LICENSEE learns of (i) any use by any person of the LICENSED MARK that
infringes or otherwise violates the trademark rights of LICENSOR, or that
interferes with LICENSEE’s license rights under this Agreement,
(ii)  any other infringement or violation of any copyright or other
proprietary right of LICENSOR, or (iii) any claim by a third party that the use
of the LICENSED MARK or any copyright or other proprietary right by LICENSEE
hereunder infringes or otherwise violates the rights of such third party, then
LICENSEE shall promptly notify LICENSOR and, if requested by LICENSOR, shall
join with LICENSOR, at LICENSOR’s expense, in such action as LICENSOR, in its
sole discretion, may deem advisable for the protection of its (or its
Affiliates’) rights in and to the LICENSED MARK or such copyright or other
proprietary right.  Nothing contained herein, however, shall require
LICENSOR to take any action if it deems it inadvisable to do so.  In the
event of any such infringement which has a material adverse impact on the rights
being granted hereunder with respect to such LICENSED MARK, LICENSEE shall have
the right to terminate the Agreement and thereupon LICENSEE shall be relieved of
all further obligations hereunder except for obligations due and owing at the
date of termination.  The inability to use the LICENSED MARK in particular
jurisdictions outside the United States shall not be deemed to constitute a
material adverse impact that would entitle LICENSEE to terminate the Agreement
in its entirety, provided, however, that if the inability to use the LICENSED
MARK in jurisdictions outside the United States materially affects Net Sales,
then LICENSOR and LICENSEE shall in good faith negotiate and agree upon
reductions in minimum NET SALES and minimum Royalty Payments to reflect such
inability to use the LICENSED MARKS.


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12.6        Legends, Markings and
Notices . 
LICENSEE will cause to appear on the LICENSED PRODUCTS manufactured and sold
hereunder all legends, markings, and notices as may be required by any law or
regulation in the TERRITORY or as otherwise directed by LICENSOR.  LICENSEE
will also use appropriate legends, markings, and notices in all ADVERTISING
MATERIALS.  All such legends, markings, and notices shall be submitted to
LICENSOR for approval prior to use.  Notwithstanding LICENSOR’s review and
approval of any legends, markings, and notices used by LICENSEE, LICENSEE shall
remain solely responsible for compliance with any and all applicable legal
requirements concerning the use of legends, markings, and notices.




12.7        Image or Likeness or
Statements Regarding Ms. Betsey Johnson . 
LICENSEE shall not use the image or likeness of Ms. Betsey Johnson, or any
photographic or other reproduction thereof, without receiving LICENSOR’s prior
written consent to such use.  Subject to the provisions of Section 15.8,
LICENSEE shall not refer to Ms. Betsey Johnson in any press release, publication
or other communication other than by press releases, publications or other
communications furnished to LICENSEE by LICENSOR or in texts which prior to
their communication have been submitted to LICENSOR in writing and have received
LICENSOR’s prior written consent to their proposed communication.




13.
            Termination.




13.1       
 Events of
Default . 
Any of the following events shall constitute an “Event of Default”:




(a)           In
the event that (i) LICENSEE fails to make any payment due hereunder and fails to
cure such default within [———-]52 after receiving written
notice thereof, or (ii) LICENSEE commits any material breach of this Agreement
(other than a payment breach) which is capable of remedy and fails to remedy
such breach within [———-]53 of LICENSOR’s written
notice to LICENSEE of such breach; provided, however, that if such cure cannot
reasonably be effected within such [———-]54 period but can
reasonably be effected within a commercially reasonable time not to exceed
[———-]55, then LICENSEE shall
have such commercially reasonable additional time not exceeding [———-]56in
the aggregate to cure if LICENSEE diligently prosecutes and does in fact cure
such material breach, or (iii) LICENSEE commits any material breach of this
Agreement (other than those described in Section 13.2 below) which is not
capable of remedy;




52


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(b)           In
the event NET SALES for the [———-]57 CONTRACT YEARS do not
meet or exceed the minimum NET SALES set for such years.




(c)           In
the event the sum of NET SALES for the [———-]58 CONTRACT YEARS (i.e.,
during the renewal TERM, if any) does not meet or exceed the aggregate minimum
NET SALES set for such years.




13.2        Automatic
Termination. Any of the following events shall constitute an automatic “Event of
Default”:




(a)           LICENSEE
makes a general assignment for the benefit of creditors;




(b)           LICENSEE
files a petition under the United States Bankruptcy Code, 11 U.S.C.  § 101
et seq., or seeks reorganization, liquidation or an arrangement with
creditors;




(c)           LICENSEE
takes advantage of any bankruptcy or insolvency law or statute of any country or
any state or subdivision thereof now or hereafter in effect (but not taking such
advantage in the capacity as a creditor);




(d)           LICENSEE
has a petition or proceeding filed against it under any provision of the United
States Bankruptcy Code or any other insolvency law or statute of any country or
state or subdivision thereof, which petition or proceeding is not dismissed
within [———-]59 after the commencement
thereof;




(e)           LICENSEE
has a receiver, trustee, custodian, conservator or other person appointed by any
court to take charge of its affairs or a substantial portion of its assets or
business;




(f)           LICENSEE
dissolves, liquidates, winds up, sells, or permanently discontinues its business
(or the portion of its business relating to the LICENSED PRODUCTS);




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-22-




(g)           LICENSEE
suspends its business (or the portion of its business relating to the LICENSED
PRODUCTS) due to a force majeure event that lasts for a consecutive period of
[———-]60;




(h)           LICENSEE
undergoes a CHANGE OF CONTROL that is not expressly permitted by
LICENSOR;




(i)           LICENSEE
attempts or purports to grant a sublicense in any of the rights hereunder to a
third party in violation of Section 2.2.2 above; or




(j)           LICENSEE
attempts or purports to assign or otherwise transfer this Agreement or any of
the license rights hereunder to a third party in violation of Section 2.2.3
above.




13.3        Rights Upon Event of
Default.




13.3.1      Upon
an Event of Default set forth in Section 13.1, LICENSOR may, upon written notice
to LICENSEE:




(i)
            terminate
      this Agreement in its entirety; or




(ii)
            terminate
      the Agreement as to certain LICENSED PRODUCTS;
  or




(iii)
            in
      the event of an Event of Default specified in Section 13.1(b), terminate
      this Agreement upon written notice to LICENSEE which must be exercised, if
      at all, not more than [———-]61 after the end of
      the fourth CONTRACT YEAR, it being understood that TIME IS OF THE ESSENCE
      with respect to this [———-]62 period. 
      Notwithstanding anything to the contrary in this Agreement, LICENSEE shall
      also have the right to terminate this Agreement under Section 13.1(b) upon
      written notice to LICENSOR which must be exercised, if at all, not more
      than [———-]63 after the end of
      the fourth CONTRACT YEAR, it being understood that TIME IS OF THE ESSENCE
      with respect to this [———-]64  period,
      provided that termination by either party in accordance with Section
      13.1(b) and under this Section 13.3.1(iii) shall require LICENSEE to pay
      liquidated damages as set forth in Section 14.1;
  or


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(iv)
              in
      the event of an Event of Default specified in Section 13.1(c), terminate
      this Agreement upon written notice to LICENSEE which must be exercised, if
      at all, not more than [———-]65 after the end of
      the ninth CONTRACT YEAR, it being understood that TIME IS OF THE ESSENCE
      with respect to this [———-]66 period, provided
      that termination by LICENSOR in accordance with Section 13.1(c) and under
      this Section 13.3.1(iv) shall not require LICENSEE to pay minimum
      royalties for the tenth or eleventh CONTRACT YEARS or any liquidated
      damages and shall not require either party to waive or release any claim
      it may have against the other party (except with respect to minimum
      royalties for the tenth and eleventh CONTRACT
  YEARS).




13.3.2       Upon
an Event of Default set forth in Sections 13.2(a) through (f), LICENSOR may,
immediately upon written notice to LICENSEE, terminate this Agreement in its
entirety or as to certain LICENSED PRODUCTS.




13.3.3       Upon
an Event of Default set forth in Sections 13.2(g) through (j), LICENSOR may,
effective [———-]67 after giving written
notice to LICENSEE, terminate this Agreement in its entirety or as to certain
LICENSED PRODUCTS.




14.
            Effect of Expiration
      or Termination.




14.1         Minimum
Royalties . 
Except as otherwise provided herein, in the event this Agreement is (i)
terminated by LICENSOR by reason of an Event of Default prior to the expiration
of the TERM, or (ii) is terminated by either party in accordance with Sections
13.1(b) and 13.3.1(iii), LICENSOR shall be entitled to retain all minimum
royalties previously paid, to collect and retain all Sales Royalties due as of
the date of such termination, and to receive immediately [———]68 of the balance
of  all minimum royalties set forth in Section 8.2 payable through the
end of the TERM notwithstanding the fact that the termination occurred prior to
the end of any CONTRACT YEAR or the TERM (“Default Termination Payment”). 
The parties agree that the amounts of Default Termination Payment are as
unmitigable liquidated damages, not as a penalty.  Subject to the remaining
provisions of this Section 14, upon such payment, this Agreement shall terminate
and neither party shall have a claim against the other.  Further, to the
extent LICENSOR does not exercise its option under Section 14.2 below to
purchase the Final Inventory, as hereinafter defined, then LICENSOR shall credit
the amount of the Default Termination Payment against the Sales Royalties to
become due during the “Wind-Down Period,” as hereinafter defined.


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14.2        Inventory.




14.2.1       Upon
the expiration or termination of this Agreement, LICENSEE shall promptly deliver
to LICENSOR a complete and accurate schedule of LICENSEE’s inventory of LICENSED
PRODUCTS on hand, in process of manufacture and in transit, including without
limitation, raw materials, bulk materials, ingredients, supplies and containers
(the “Final Inventory”).  Such schedule shall be prepared as of the close
of business on the date of such expiration or termination and shall state
LICENSEE’s cost of each such item and its condition.  LICENSOR thereupon
shall have the option, exercisable by notice to LICENSEE within [———]69after
its receipt of the complete Final Inventory schedule in written form, or from
time to time thereafter to the extent Final Inventory is available, to purchase
any or all of the Final Inventory for an amount equal to LICENSEE’s fully
burdened cost of the Final Inventory being purchased.  If such purchase
option should be exercised by LICENSOR, then LICENSEE shall deliver to LICENSOR
or its designee the portions of the Final Inventory purchased by LICENSOR within
[———-]70 after LICENSOR's said
notice of exercise of its option.  LICENSOR shall pay LICENSEE for such
Final Inventory in cash or certified check upon delivery of such Final
Inventory.




14.2.2       So
long as (i) LICENSOR has not exercised its option to purchase the Final
Inventory or any part thereof, then LICENSEE shall have a [———-]71 wind-down period (the
“Wind-Down Period”) to sell the remaining Final Inventory of LICENSED PRODUCTS
to Authorized Close-Out Retailers (as hereinafter defined), including (i)
commercially reasonable “run-out” of finished goods inventory in order to
maximize the use of components, and (ii) work-in-progress at hand at the
expiration or termination of this Agreement that are completed by Licensee
within a commercially reasonable time thereafter (collectively the “Wind-Down
Inventory Amount”).  LICENSEE’s distributors shall also have the right to
sell their remaining inventory of LICENSED PRODUCTS during the Wind-down Period
in Channels of Distribution permitted under Section 6.2 and to Authorized
Close-Out Retailers.




14.2.3       For
purposes of this Agreement, the term “Authorized Close-Out Retailers” shall mean
[———-]72, and such other
close-out retailers as are approved by LICENSOR.




14.2.4       The
ROYALTY SALES REPORTS and royalty payments for sales of Final Inventory shall be
due within [———-]73 after each Quarterly
Period during the Wind-Down Period, if any, and within [———]74 after the close of such
Wind-Down Period.  Payments of minimum royalties during the CONTRACT YEAR
in which this Agreement expires or is terminated shall be credited against any
royalties due on sales made during the Wind-Down Period.  If any Final
Inventory remains at the close of the Wind-Down Period, then at LICENSOR’s
option, either (i) LICENSOR shall purchase the Final Inventory at LICENSEE’s
fully burdened cost, or, (ii) the Final Inventory shall be promptly destroyed
(in which case LICENSEE shall provide LICENSOR with proof of destruction). 
If termination is due to the defective quality of the LICENSED PRODUCTS
manufactured or sold by LICENSEE or the unauthorized use of the LICENSED MARK by
LICENSEE, LICENSEE shall be deemed to have waived the provisions of this Section
14 and shall not sell or distribute any Final Inventory that was
defective.  Any violation of these provisions shall be deemed an
infringement of LICENSOR’s rights in the LICENSED MARK, DESIGN SPECIFICATIONS,
and IP RIGHTS.  Nothing herein shall prevent or preclude LICENSOR from
licensing the LICENSED MARK and DESIGN SPECIFICATIONS for use on or in
connection with LICENSED PRODUCTS in the TERRITORY during any Wind-Down Period
following termination of this Agreement.




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14.3        Reversion of
Rights.




14.3.1       Except
as otherwise specifically provided to the contrary in this Agreement, upon the
expiration or termination of this Agreement, all of the rights of LICENSEE under
this Agreement thereupon shall terminate forthwith and shall revert
automatically to LICENSOR.




14.3.2       Subject
to the provisions of this Section 14, upon expiration or termination of this
Agreement, LICENSEE shall have no further right to exercise the rights licensed
hereunder or otherwise acquired in relation to this Agreement.




14.4        No Rights for
Others . 
If this Agreement is terminated, no lender, assignee for the benefit of
creditors, custodian, receiver, trustee, sheriff, officer of the court or
official charged with taking over custody of LICENSEE’s assets or business shall
have any right to exercise sell-off rights under Section 14.2 or otherwise to
continue this Agreement or to exploit or in any way use the LICENSED MARK or
DESIGN SPECIFICATIONS.




14.5        Survival . 
In addition to any provisions which by their nature would so survive, Sections
8.1 (with respect to royalties due but unpaid), 10, 11.1, and 12 through 25 will
survive any expiration or termination of this Agreement.




15. 
         Non-Disclosure.




15.1        LICENSEE
and LICENSOR acknowledge that each party (as such, a “Disclosing Party”) has
disclosed and will disclose certain confidential information to the other party
(as such, a “Recipient”) for purposes of fulfilling the parties’ obligations
under this Agreement (the “Purpose”).  The parties further acknowledge the
need to preserve the confidentiality of such information and therefore agree
that the terms of this Section 15 shall govern the conditions of such disclosure
by the Disclosing Party to the Recipient and to the directors, officers,
employees, agents, and advisors, if any, of the Recipient (collectively, the
“Representatives”).


-26-




15.2        As
used in this Agreement, the term “Confidential Information” shall mean all of
the Disclosing Party’s non-public pricing, cost, product, inventory, market,
quality, supplier, customer, and other business information and any other trade
secrets and confidential or proprietary information of the Disclosing Party,
whether or not labeled or otherwise designated as such by the Disclosing
Party.  Without limiting the foregoing, “Confidential Information” shall
include all drawings, diagrams, designs, specifications, samples, models,
prototypes, and other information relating to LICENSED PRODUCTS; provided,
however, that any Confidential Information reflected in approved DESIGN
SPECIFICATIONS, whether created by LICENSOR or by LICENSEE, shall be deemed
Confidential Information of LICENSOR and nothing in this Section 15 shall
preclude LICENSOR from using the approved DESIGN SPECIFICATIONS and exploiting
the approved IP RIGHTS after the expiration or termination of this
Agreement.  To the extent that the Recipient prepares any drawings,
diagrams, prototypes, notes, and other materials that contain, reflect, or are
based upon any Confidential Information provided to the Recipient by the
Disclosing Party, such additional materials shall also be considered
“Confidential Information.”  Confidential Information shall not
include any such information: (a) that is or becomes part of the public domain
by publication or otherwise without breach of this Agreement by the Recipient or
its Representatives; (b) that was properly in the possession of the Recipient or
its Representatives at the time of disclosure and was not acquired directly or
indirectly from the Disclosing Party; (c) that was received by the Recipient or
its Representatives from a third party having the legal right to transfer same
without breach of any obligation; or (d) that was independently developed by the
Recipient or its Representatives without reference to the Disclosing Party’s
disclosure, as documented by written record.




15.3        The
Recipient shall maintain the confidentiality of the Confidential Information and
shall not disclose (or allow its Representatives to disclose) such Confidential
Information to any person outside its organization except with the prior written
consent of the Disclosing Party.  The Recipient and its Representatives
shall use such Confidential Information only for the Purpose and shall not use
or exploit such Confidential Information for its own benefit or the benefit of
another without the prior written consent of the Disclosing Party.  The
Recipient shall disclose Confidential Information received by it under this
Agreement only to persons within its organization who have a need to know such
Confidential Information in the course of the performance of their duties and
who have been made aware of the terms of this Agreement.  The Recipient
shall adopt and maintain programs and procedures which are reasonably calculated
to protect the confidentiality of Confidential Information, and the Recipient
shall be responsible to the Disclosing Party for any disclosure or misuse of
Confidential Information which results from a failure to comply with this
provision.  The Recipient will promptly report to the Disclosing Party any
actual or suspected violation of the terms of this Agreement and will take all
reasonable further steps requested by the Disclosing Party to prevent, control
or remedy any such violation.  This Agreement shall continue in full force
and effect with respect to each disclosure of Confidential Information for a
period of [———-]75 from the date of such
disclosure.




15.4        The
Recipient may use the Confidential Information received from the Disclosing
Party solely for the Purpose.  No other rights and licenses of any nature
are implied or granted under this Agreement.  Title and all rights to
possess and exploit the Confidential Information shall remain the property of
the Disclosing Party.  All documents and materials containing any
Confidential Information shall remain the property of the Disclosing
Party.




15.5        Upon
request of the Disclosing Party at any time, the Recipient agrees promptly to
return all documents and materials containing any of the Confidential
Information, as well as all copies thereof and Recipient’s work product
containing parts thereof.  With respect to Confidential Information
generated by the Recipient from information provided by the Disclosing Party,
upon the Disclosing Party’s request and instructions, the Recipient shall either
destroy such Confidential Information (and all copies thereof in whatever form)
and confirm such destruction to the Disclosing Party in writing, or maintain
such Confidential Information in Recipient’s possession subject to the terms of
this Agreement.





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15.6        Recipient
shall exercise control over all of its Representatives and other personnel to
ensure that they comply with the restrictions on use and disclosure set forth in
this Section 15.




15.7        The
provisions of this Section 15 are necessary for the protection of the business
and goodwill of the Disclosing Party and are considered by the Recipient to be
reasonable for such purpose.  The Recipient agrees that any breach of this
Agreement will cause the Disclosing Party substantial and irreparable harm and,
therefore, in the event of any such breach, in addition to other remedies which
may be available, the Disclosing Party shall have the right to seek specific
performance and other injunctive and equitable relief.




15.8        LICENSOR
acknowledges that GUARANTOR is a publicly held company with its Common Stock
traded on The Nasdaq Stock Market, National Market System and is subject to
reporting and disclosure requirements of the United States federal securities
laws.  Notwithstanding anything to the contrary contained in this
Agreement, nothing in this Agreement shall prohibit disclosure as may be
required of GUARANTOR under such securities laws, provided that (i) commercial
or financial information consisting of the amount or percentage of the minimum
net sales, net sales royalties and advertising payments shall be redacted from
this Agreement, and an application for confidential treatment of such
information shall be filed by LICENSEE and/or GUARANTOR, (ii) LICENSOR receives
a copy of the redacted Agreement and has [———-]76 to approve such redacted
Agreement for filing and (iii) LICENSOR shall be notified immediately, and
allowed to oppose, if such application for confidential treatment is
challenged.  LICENSEE agrees to discuss in advance with LICENSOR any such
public disclosure that may be required by GUARANTOR.  LICENSOR on behalf of
itself and its affiliates shall not trade in the securities of GUARANTOR on the
basis of non-public material information.




16.
            Guaranty.




In order
to induce LICENSOR to enter into this Agreement, GUARANTOR irrevocably and
unconditionally guarantees to LICENSOR the full, faithful and timely performance
of all obligations of LICENSEE owed to LICENSOR under this Agreement. 
Without limiting the foregoing, GUARANTOR shall pay all amounts payable by
LICENSEE or perform the obligations of LICENSEE if and whenever LICENSEE is in
default of LICENSEE’s payment or performance obligations under this
Agreement.  GUARANTOR acknowledges and agrees that (x) no waiver,
cure-period or other act or omission by LICENSOR with respect to LICENSEE shall
release or discharge GUARANTOR’s liability under this Section 16, and (y)
LICENSOR is not obliged to first enforce its rights or take any action against
LICENSEE before exercising LICENSOR’s rights, powers or remedies against
GUARANTOR under this Section 16.  Notices given to LICENSEE under this
Agreement shall be deemed to have been given to GUARANTOR in accordance with
this Agreement.





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17.
            Relationship of
      Parties.




Nothing
contained herein shall be construed to place the parties in the relationship of
legal representative, partners, joint venturers, franchisor-franchisee, or
agency, and neither party shall have any power to obligate or bind the other
party in any manner.




18.
            Payment of Taxes and
      Duties.




LICENSEE
shall pay or cause to be paid all taxes and customs duties payable by reason of
the manufacture, importation, distribution, marketing and sale of the LICENSED
PRODUCTS by LICENSEE.




19.
            Notices.




Any
notice or other communication under this Agreement shall be in writing and shall
be considered given (i) as of the date it is delivered by hand or by fax (with
appropriate acknowledgment of receipt), (ii) the next business day after having
been sent by nationally recognized overnight courier service, shipping prepaid,
or (iii) three (3) business days after having been mailed by first class
registered or certified mail, return receipt requested, postage prepaid, in each
case to the parties at the following addresses (or at such other address as a
party may specify by notice to the other):




TO
      LICENSOR:
                BETSEY
      JOHNSON LLC498
      Seventh AvenueNew
      York, NY 10018Telecopier:
      (212) 244-0855Attn:
      Ms. Chantal Bacon, CEOTO
      LICENSEE:
                INTER
      PARFUMS USA, LLC551
      5th AvenueNew
      York, NY 10176Telecopier:
      (212) 983-4197Attn.:
      Mr.  Henry B.  (“Andy”) Clarke, PresidentAttn:
      Mr.  Russell Greenberg, Executive VP and CFOTO
      GUARANTOR:
                INTER
      PARFUMS, INC.551
      5th AvenueNew
      York, NY 10176Telecopier:
      (212) 983-4197Attn:
      Mr.  Jean Madar, Chief Executive OfficerAttn:
      Mr.  Russell Greenberg, Executive VP and
  CFO


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20.
            Waiver.




The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver or deprive or limit that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.  Any waiver must be in writing and must be
signed by an authorized representative of the party against whom such waiver is
sought to be enforced.




21.
            Complete Agreement;
      Binding; Language.




This
Agreement contains a complete statement of all arrangements between the parties
with respect to the subject matter hereof and cannot be changed or terminated
orally.  This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. 
In the event this Agreement is to appear in any language other than the English
language, the English language version shall control.




22.
            Headings;
      Interpretation.




The
headings of each of the provisions contained herein are solely for reference and
shall not affect in any manner the meaning or interpretation of such provisions
or of this Agreement.  Each party acknowledges that it has had the
opportunity to consult its own legal counsel concerning this Agreement and that
no provision of this Agreement shall be construed against either party on the
ground that such party or its counsel drafted such provision.




23.
            Governing Law;
      Jurisdiction.




This
Agreement shall be governed by and interpreted in accordance with the laws of
the State of New York, without regard to conflicts of laws principles. 
Each of LICENSOR, LICENSEE, and GUARANTOR hereby irrevocably consents that any
suit, action or proceeding against it under, arising out of, or in any manner
involving this Agreement or any transactions which are the subject of this
Agreement (collectively, a “Dispute”) shall be brought in the United States
District Court for the Southern District of New York (the “Federal
Court”).  If for any reason the Federal Court does not possess jurisdiction
over a Dispute, the Dispute shall be resolved in the Supreme Court of the State
of New York, New York County.  Each party expressly and irrevocably
consents to the jurisdiction and venue of such courts in any such action or
proceeding and waives any claim or defense in any action or proceeding based on
any alleged lack of personal jurisdiction, improper venue, forum non conveniens,
or any similar basis.  Service of process may be made by registered mail,
return receipt requested or in any other manner prescribed by the law of the
jurisdiction in which the party is a resident.




24.
            Severability.




As and
whenever possible, each of the provisions of this Agreement shall be interpreted
in order to be valid and effective pursuant to the law applicable hereto. 
The aforesaid notwithstanding, in the event that any of the provisions hereof
are deemed to be prohibited or invalid pursuant to any applicable law, said
provisions shall automatically cease to have effect solely insofar as any such
prohibition or invalidity is concerned.  To the extent legally permissible,
a provision that reflects the original intent of the parties shall be
substituted for any provision of this Agreement that is deemed invalid or
unenforceable.


-30-




25.
            Counterparts.




This
Agreement may be signed in one or more counterparts each of which shall be
deemed to be an original but all of which, collectively, shall constitute one
single instrument.




[Signatures
on next page]


-31-




IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above
written.




BETSEY
      JOHNSON LLCBy:
                /s/ Chantal BaconName:
      Chantal BaconTitle:
      Chief Executive OfficerINTER
      PARFUMS USA, LLCBy:
                /s/ Henry B.  (“Andy”)
      ClarkeName:
      Henry B.  (“Andy”) ClarkeTitle:
      PresidentINTER
      PARFUMS, INC.By:
                /s/  Russell
      GreenbergName:
      Russell GreenbergTitle:  Executive
      Vice President


-32-





Exhibit
“A”




Licensed
Marks




BETSEY
JOHNSON




TRADEMARK
REGISTRATIONS/APPLICATIONS





Mark
                              
                              Country
                              
                              Class 3
                                Goods
                              
                              StatusBETSEY
      JOHNSON
                              
                              U.S.A.
                              
                              Cosmetics,
      perfume and nail polish
                              
                              Registered
                                Reg. 
      No.  2706856BETSEY
      JOHNSON
                              
                              Canada
                              
                              Fragrances,
      namely, perfume, cologne, eau de toilette, scented lotions, scented skin
      soaps, bath oils, bath gels; nail polish; lipstick; Cosmetics, namely,
      blush, eyeshadow, foundations, mascara, face powder, body powder, eye
      pencils, artificial eyelashes, eyeliner, lipstick, perfume and nail
      polish
                              
                              Registered
                                Reg. 
      No.  655918China
                              
                              Cosmetics,
      perfume and nail polish
                              
                              Pending
                                Reg. 
      No. 
545979


-33-





CTM
                          
                          Moisturizers,
      perfumery, essential oils, cosmetics, hair lotion, scented lotions,
      scented skin soaps, bath oils, bath salts, bath gels, nail
      polish
                          
                          Registered
                            Reg. 
      No.  582031Hong
      Kong
                          
                          Moisturizers,
      perfumery, essential oils, cosmetics, hair lotion, scented lotions,
      scented skin soaps, bath oils, bath salts, bath gels, nail
      polish
                          
                          Registered
                            Reg. 
      No.  300665460India
                          
                          Moisturizers,
      perfumery, essential oils, cosmetics, hair lotion, scented lotions,
      scented skin soaps, bath oils, bath salts, bath gels, nail
      polish
                          
                          Pending
                            Ser. 
      No.  1470038Japan
                          
                          Bath
      gels of soap, soap and other soaps and detergents; false nails and
      nailtips; false eyelashes
                          
                          Registered
                            Reg. 
      No.  5088264Japan
                          
                          Perfume,
      nail polish, other cosmetics; perfumery, fragrances and
      incenses
                          
                          Registered
                            Reg. 
      No.  05112947Russian
      Federation
                          
                          Perfumery,
      including perfume and essential oils, cosmetic preparations, including
      moisturizers, hair lotion, scented lotions, scented skin soaps, bath oils,
      bath salts, bath gels, nail polish
                          
                          Registered
                            Reg. 
      No. 
323601


-34-





Taiwan
                  
                  Cosmetics,
      perfume, nail polish
                  
                  Registered
                    Reg. 
      No.  1253869Turkey
                  
                  Cosmetics,
      perfume, nail polish
                  
                  Registered
                    Reg. 
      No.  2006/030749United
      Arab Emirates
                  
                  Moisturizers,
      perfumery, essential oils, cosmetics, hair lotion, scented lotions,
      scented skin soaps, bath oils, bath salts, bath gels, nail
      polish
                  
                  Registered
                    Reg. 
      No. 
80913


-35-


Exhibit
“B”





Guaranteed Minimum Sales and
Payment Schedule


Initial
Term


Minimum NET
                                      SALES*
                                    
                                    
                                    Minimum Royalty
                                      Payment
                                    
                                    
                                    Minimum
                                      Advertising ExpenseCONTRACT YEAR
      1
                                      (ending
      12/31/10)
                                    
                                    None
                                    
                                    
                                    None
                                    
                                    
                                    NoneCONTRACT YEAR
      2**
                                      (ending
      12/31/11)
                                    
                                    [$CONTRACT YEAR
      3
                                      (ending
      12/31/12)CONTRACT YEAR
      4
                                      (ending
      12/31/13)CONTRACT YEAR
      5
                                      (ending
      12/31/14)CONTRACT YEAR
      6
                                      (ending
      12/31/15)
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    ]77





*Minimum NET SALES are exclusive of NET
SALES to [———-]78.[listed as footnote
1 in original document]


** If the
Launch Date commences subsequent to [———-]79 as the result of
LICENSOR’s delays in providing requested approvals and minimum NET SALES are not
met for CONTRACT YEAR 2, then LICENSEE shall not be in breach of this Agreement
if it meets the aggregate minimum NET SALES for CONTRACT YEARS 2 and 3. [listed as footnote 2 in original
document]


Renewal
Term




Minimum NET
                                              SALES
                                            
                                            
                                            Minimum Royalty
                                              Payment
                                            
                                            
                                            Minimum
                                              Advertising ExpenseCONTRACT YEAR
      7
                                              (ending
      12/31/16)
                                            
                                            [$CONTRACT YEAR
      8
                                              (ending
      12/31/17)CONTRACT YEAR
      9
                                              (ending
      12/31/18)CONTRACT YEAR
      10
                                              (ending
      12/31/19)CONTRACT YEAR
      11
                                              (ending
      12/31/20)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            ]80


77
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.140.77.


78


79


80
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.140.80.


-36-





EXHIBIT
“C”




FORM OF MANUFACTURER’S
AGREEMENT




MANUFACTURER'S
AGREEMENT




Reference is made to the License
Agreement LICENSE AGREEMENT (“Agreement”) made and entered into as of the ___
day of ____, 2010 (the “Effective Date”), by and among BETSEY JOHNSON LLC, a
Delaware limited liability company having its principal place of business at 498
Seventh Avenue, New York, New York 10018 (“LICENSOR”), INTER PARFUMS USA, LLC, a
New York limited liability company having its principal place of business at 551
Fifth Avenue, New York, NY 10176 (“LICENSEE”), and INTER PARFUMS, INC., a
Delaware corporation having its principal office at 551 Fifth Avenue, New York,
NY 10176 (“GUARANTOR”).




Name and address of manufacturer
("Manufacturer"):





Expiration date of license under the
License Agreement (unless sooner terminated or extended):  ,
20__.





Manufacturer and Licensee acknowledge
that Manufacturer's manufacture of the LICENSED PRODUCTS is subject to
Licensor's prior written approval, and may not proceed prior to Licensor's
execution of this agreement.  In order to induce Licensor to consent to the
manufacture of the LICENSED PRODUCTS utilizing the Licensed Marks by the
undersigned Manufacturer, Manufacturer hereby agrees:





1. 
          Manufacturer will not
manufacture or ship the LICENSED PRODUCTS to the order of anyone other than the
Licensee unless notified in writing by Licensee; will invoice only Licensee; and
will not manufacture after the expiration or termination of the License
Agreement unless notified in writing by Licensee;





2.            Manufacturer
will not subcontract manufacture of any of the LICENSED PRODUCTS utilizing the
Licensed Marks;





3.            Manufacturer
will not manufacture merchandise utilizing the Licensed Marks other than the
LICENSED PRODUCTS; in no event shall Manufacturer sell LICENSED PRODUCTS
(including seconds) for its own account, except as authorized by Licensor;
Manufacturer will not during this Agreement or thereafter dispute or contest,
directly or indirectly, or do or cause to be done any act which in any way
contests, impairs or tends to impair the Licensed Marks or the validity or
Licensor's ownership thereof, and shall not assist others in doing
so;





4.            Manufacturer
will permit Licensor's authorized representatives to inspect Manufacturer's
activities, premises, accounting books and invoices relevant to Manufacturer's
manufacture and supply of the LICENSED PRODUCTS;





5.            Manufacturer
will keep confidential its manufacture of the LICENSED PRODUCTS; by way of
example only, Manufacturer will not publish or cause the publication of pictures
of the LICENSED PRODUCTS and/or the Licensed Marks in any publication or
promotional material, nor advertise that Manufacturer is permitted to
manufacture LICENSED PRODUCTS;


-37-





6.            Manufacturer
will comply with all laws and regulations applicable to the manufacture of
LICENSED PRODUCTS including, but not limited to, all labor laws (including child
welfare laws), and labor regulations.





7.            Upon
notification of expiration or termination of the License Agreement (except as
specifically provided therein relating to the sell-off of remaining inventory as
set forth in the License Agreement) or of this Agreement, Manufacturer will
immediately cease manufacturing the LICENSED PRODUCTS and  upon
Licensor's written instructions to do so, either (i) immediately deliver to
Licensor and/or Licensor's authorized representatives at no cost to Licensor any
and all copies, molds, plates, engravings and/or other devices used to
manufacture the LICENSED PRODUCTS and/or reproduce the Licensed Marks
(collectively the “Manufacturing Tools”) to the extent they are owned by
Licensee, as well as any LICENSED PRODUCTS remaining in Manufacturer's
possession; or (ii) destroy the Manufacturing Tools as Licensor may direct to
the extent they are owned by Licensee, and deliver to Licensor a written
certificate of destruction; or (iii) to the extent the Manufacturing Tools are
not owned by Licensee, sell the Manufacturing Tools to Licensor and/or its
designee upon such commercially reasonable price and terms as may be agreed
between Manufacturer and Licensor or its designee.





8.            Nothing
herein will be construed so as to make Manufacturer a party to or third party
beneficiary of the License Agreement; Manufacturer will look solely to Licensee
for payment and/or other compensation in respect of the manufacture of the
LICENSED PRODUCTS; and Manufacturer will have no such claim against and hereby
releases Licensor in respect of any such payment and/or any and all other
matters arising in connection with the LICENSED PRODUCTS and/or the License
Agreement.





Dated as
of  , 20
__.


INTER
      PARFUMS USA, LLCBy:Name:Title:[MANUFACTURER]By:Name:Title:


-38-





AGREED
      TO AND ACCEPTED:LicensorBy:Title:Date:


-39-


SCHEDULE
1




AUTHORIZED
RETAILERS




Launch
      Phase 1-Pre-Authorized***[———]81




***Non United States retailers are
subject to the ability to use the LICENSED MARK in such particular jurisdictions
outside the United States. [listed as footnote
3 in original document]


81
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.140.81.


-40-