EXHIBIT
10.142 -CERTAIN
CONFIDENTIAL INFORMATION IN THIS EXHIBIT 10.142 WAS OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST FOR
CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.





LICENSE
AGREEMENT





License
Agreement (“Agreement”) dated July 21, 2010 between Nine West Development
Corporation, a Delaware corporation (“Licensor”), whose address is 1007 Orange
Street, Wilmington, DE 19801 and Inter Parfums USA, LLC, a New York limited
liability company (“Licensee”) whose address is 551 Fifth Avenue, New York, NY
10176 (Licensor and Licensee hereinafter sometimes collectively referred to as
the “Parties”).





WHEREAS,
Licensor is the owner and registrant of the trademark “NINE WEST” (the “Mark”),
and all variations and derivations thereof, and of subsisting registrations and
applications for such marks in the United States Patent and Trademark Office as
set forth on Schedule
1 annexed hereto, and in other countries around the world;
and





WHEREAS,
Licensee is engaged in the manufacture, sale and distribution
of  fragrances and cosmetics, and desires to obtain from Licensor an
exclusive, world-wide license to use the Mark in the form as shown in Schedule
A annexed hereto, and such variations and derivations thereof as Licensor
in its sole discretion shall designate as usable by Licensee (collectively, the
“Licensed Mark”), in connection with the design, manufacture or assembly, sale,
marketing, distribution, advertising and promotion of fragrances and cosmetics
as described in Schedule
B hereto (the “Licensed Articles”), upon such terms and subject to such
conditions as set forth herein.





NOW,
THEREFORE, in consideration of the premises and mutual promises hereinafter set
forth, the parties agree as follows:





DEFINITIONS





The
following capitalized terms shall have the meanings ascribed below in this
Agreement.





“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.


1





“Annual Period”:  The
period commencing on the signing of this Agreement and ending on December 31,
2011 and each consecutive 12-month period of the Term thereafter shall be
referred to as an “Annual Period.”





“Channels of
Distribution”:   “Channels of Distribution” consist of the
following First Tier Retailers, as hereinafter defined. First Tier Retailers
shall mean those first-line, high-quality department stores, specialty retail
stores and fragrance/cosmetic specialty retail stores in the Territory, which,
based upon their locations, merchandising and overall operations are consistent
with the high quality of the Licensed Articles and the reputation, image and
prestige of the Licensed Mark. Such high-quality retail stores shall include,
but not be limited to, those that sell any one (1) of the three (3) following
brands: [—————————]1. Channels of Distribution
shall include, but not be limited to, the pre-approved list of First Tier
Retailers in the United States is set forth in Schedule E-1 annexed hereto, and
additional First Tier retailers, which meet the criteria above, are subject to
the approval of Licensor.





In
addition, with respect to distribution and sales of Licensed Articles outside
the United States, First Tier Channels of Distribution shall also include
international duty free stores, prestige fragrance perfumeries, U.S. Military
Bases, or other regular priced stores where prestige fragrances are sold with
comparable reputation, image and prestige of the First Tier Retailers in the
United States. International First Tier retailers, which meet the criteria
above, are subject to the prior written approval of Licensor. Licensee agrees
that, with respect to sales of Licensed Articles outside the United States,
sales priority will be given to the Foreign Territories in which there are (i)
Nine West Retail Stores owned or operated by Licensor’s Foreign Licensees and
(ii) department store customers of the Licensor’s Foreign Licensees listed in
Schedule E-2, as amended from time to time. Authorization to make sales in
additional Foreign Territories shall be requested by Licensee in advance and
subject to the prior written approval of Licensor.





In
addition, Channels of Distribution shall also include pre-approved Second Tier
Retailers, which is defined to mean those retailers below the reputation, image
and prestige of the First Tier Retailers, but above deep discount mass market
and club stores or outlets such as Wal-Mart. Licensee shall obtain the approval
of Licensor for each Second Tier Retailer prior to selling to any Second Tier
Retailers. In no event shall Licensee make any sales to wholesalers, jobbers or
diverters, factory outlet stores, warehouse clubs, swap meets, flea markets,
kiosks or similar sales outlets, and, unless otherwise authorized in advance and
in writing by Licensor, the Internet or other electronic channels of
distribution, such as interactive.





The
Channels of Distribution shall also include “E-tailers” (as such term is
hereinafter defined) pre-approved in writing by Licensor, which will promote the
availability of the Licensed Articles via such E-tailers’ E-commerce Web sites
and which will fulfill orders for the Licensed Articles placed through such
E-commerce Web Sites. “E-tailers” shall mean any entity engaged in the legal
promotion and sale of the Licensed Articles whose primary means of promotion,
sale or distribution of the Licensed Articles is via an E-Commerce Web Site,
which have a comparable reputation, image and prestige of First Tier
Retailers.





1
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.1.


2





“Contractor” shall mean any
person, firm or company appointed or proposed as a contractor to perform filling
or the manufacturing of the Licensed Articles on behalf of Licensee pursuant to
this Agreement. For purposes of this Agreement, (i) [———-]2, shall be the exclusive
creator and supplier of the fragrance oils to be used in the initial version of
the Licensed Articles to be produced and marketed by Licensee hereunder. For
subsequent versions of the Licensed Articles, the Parties shall consult in good
faith with other fragrance suppliers and [———-]3 to determine which of
such fragrance suppliers shall create and supply such subsequent versions of the
Licensed Articles. [———-]4, and any such other
fragrance supplier, shall be deemed to be a Contractor hereunder; and (ii)
"Subcontractors/Suppliers," as hereinafter defined, shall also be deemed to be
Contractors..





“Creative” shall mean product
fragrances (or formula combinations), concepts Formulae, product names, product
line names, formula/ingredient descriptions, instructions, packaging, labels,
tags, taglines, slogans, copy, scent strip designs, images, artwork, drawings,
sketches, plans, designs, displays, illustrations, models, Packaging Materials
and all other forms of identification affixed to or connected with Licensed
Articles whether or not Approved by Licensor, including, without limitation, any
New Marks, but excluding stock components, such as bottles, caps and pumps,
provided Licensee gives notice to Licensor of the intended use of such
components. The Parties agree that Licensor will engage, at its sole cost and
expense, [———-]5, the creative consultant
who will, as Licensor's representative, coordinate the efforts of the Parties
and the Contractors with respect to fragrance development and all creative
elements, from concept to finished product to assure efficient and effective
communication among the Parties and the Contractors and production and marketing
of the Licensed Articles. The Parties further agree that they will collaborate
on the selection of two (2) or three (3) candidates for consideration as the
Contractor that will assist in the design of the bottle(s) and Packaging
Materials for the Licensed Articles sales launch and for the subsequent
introduction of additional fragrances.





“Development Services” shall
mean those product development services to be performed by Licensee as described
in Section
1.12.





2
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.2.


3
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.3.


4
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.4.


5
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.5.


3





“Formula(e)” shall mean any and
all of the formulae, lists of ingredients, fragrances, technical information,
recipes, processes and instructions (held in whatever form) reasonably necessary
to enable the Licensed Articles to be produced. Formulae used to produce the
launch fragrance hereunder shall be owned by [———-]6. Ownership of Formula(e)
for any fragrance(s) produced hereunder other than the launch fragrance shall be
owned by the fragrance supplier for that fragrance. All Formulae for fragrances
produced hereunder shall be for the perpetual and exclusive use of
Licensor.





“Fully Burdened Cost” shall
mean the cost of Licensee’s inventory plus reasonable allocation of
overhead, i.e.,
purchasing, development and production expenses.





“Initial Launch” shall mean the
first delivery of Licensed Articles to a First Tier Retailer approved by
Licensor and/or a Nine West Retail Store, which the Parties estimate will be
approximately twelve (12) months after Effective Date.





“Initial Suggested Retail
Price” shall mean the retail price established by Licensor in
consultation with Licensee and as to which Licensee has given its consent,
provided such consent is to not be unreasonably withheld, as the initial
manufacturer’s suggested retail price (“MSRP”) to be marked on the relevant
Licensed Articles.





“Licensed
Articles”:  The “Licensed Articles,” all bearing the Licensed
Mark, shall consist of the products set forth on Schedule
B to this Agreement.





“Licensor’s Foreign Licensees”:
Licensor’s Foreign Licensees shall mean those non-United States retail stores,
whether stand alone or leased, which are owned, operated, or leased by
Licensor’s Licensees.





“Licensed Mark”: The “Licensed
Mark” consists of the “NINE WEST” trademark(s) as set forth in Schedule
A to this Agreement.





“Licensed Materials”: Licensed
Materials shall have the meaning set forth in set forth in Section
7.1 hereof.





“Nine West Retail Stores”.
“Nine West Retail Stores” shall mean those retail stores which are owned and
operated by Licensor’s Affiliate,  in the United States.





“Minimum Annual Royalty”: The
“Minimum Annual Royalty” is the Sales Royalty amount payable by Licensee to
Licensor on required Minimum Net Sales of Licensed Articles for an Annual
Period.  The Minimum Annual Royalty for each Annual Period, together
with the required Minimum Net Sales, shall be in the amounts set forth in Schedule
C.  The Minimum Annual Royalty shall be paid to the Licensor in
U.S. Dollars in four (4) equal installments no later than [———-]7 after the end of each
calendar quarter. Upon execution and delivery of this Agreement Licensee shall
pay in advance the Minimum Annual Royalty for the Second Annual Period in one
lump sum payment.





6
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.6.


7
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.7.


4





Payments
of the Minimum Annual Royalty with respect to an Annual Period shall be credited
against the Sales Royalty payments due during that Annual Period but any
payments of the Minimum Annual Royalty or Sales Royalty with respect to an
Annual Period may not be applied to any other Annual Period.





“Net Sales”:  The
term “Net Sales” shall have the meaning set forth in Article
6.1 hereof.





“New Marks”: The term “New
Marks” shall mean any names, trademarks, service marks, trade names, domain
names, taglines, slogans, logos or trade dress developed under this Agreement or
used or proposed to be used on Licensor Licensed Articles, and any other names,
trademarks, service marks, taglines, slogans or trade dress displayed on or in
connection with Licensor Licensed Articles or the packaging for Licensor
Licensed Articles.





“Sales Royalty”:  The
“Sales Royalty” is equal to [———-]8 of Net
Sales.





Sales
Royalty payments shall be due at the end of each calendar quarter and shall be
paid to the Licensor in U.S. Dollars no later than [———-)]9 days thereafter. In the
event Licensee’s sales of Licensed Articles are paid for in the currency other
than U.S. Dollars, Net Sales of such Licensed Articles shall be reported to
Licensor in U.S. Dollars using the Average Exchange Rate (as hereinafter
defined) for each month the report relates to. The Sales Royalty payable thereon
shall be calculated in the U.S. Dollar equivalent of the Average Exchange Rate,
totaled for the reporting period, and paid in accordance with the provisions of
this Agreement. For purposes of this Agreement, “Average Exchange Rate” for any
period of time with respect to any currency other than U.S. Dollars means the
daily average price during such period of time at which the U.S. Dollar could
have been purchased with such other currency, as reported on www.oanda.com or, if
no rate(s) is(are) available on www.oanda.com for
such date(s), on the rates reported for such date(s) by the Wall Street
Journal. The Sales Royalty due Licensor for an Annual Period shall, in no
case, be less than the Minimum Annual Royalty specified below for that Annual
Period.





8
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.8.


9
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.9.


5





"Subcontractors/Suppliers": The
term "Subcontractors/Suppliers" shall mean all subcontractors and suppliers of
component parts that bear the Licensed Marks, or the name or logo of
Licensor.





“Term”: The "Term" will be the
period commencing with the signing of this Agreement and ending on December 31,
2016 unless sooner terminated as provided herein. As hereinabove set forth, the
first Annual Period will be deemed to be the period commencing on the date of
execution of this Agreement by the Parties and ending on December 31, 2011.
Licensee shall have the option to renew the term for up to two (2) consecutive
three (3)-year Annual Periods as follows:





(a) for
the first renewal period, (i) Licensee notifies Licensor of Licensee’s intent to
renew not later than January 31, 2016, (ii) Licensee has not committed an Event
of Default, and (iii) Licensee has met Minimum Net Sales for [———-]10 as set forth in Schedule
D;   and





(b)  for
the second renewal period, (i) Licensee notifies Licensor of Licensee’s intent
to renew not later than January 31, 2019, (ii) Licensee has not committed an
Event of Default, and (iii) Licensee has met Minimum Net Sales for [———-]11 as set forth in Schedule
D.





To the
extent Licensee exercises its option, the Term will be extended for the
applicable three (3)-year Annual Periods (each a “Renewal Term”).





“Territory”:  The
“Territory” shall consist of the world; provided, however, that Licensee may
make sales of Licensed Articles only in those countries in which the Licensed
Mark is registered, or in which registration has been applied for. Schedule
A contains a listing of the countries in which the Licensed Mark is
registered or in which registration has been applied for. Licensee must obtain
Licensor’s prior written approval to make sales of Licensed Articles in any
country that is not listed in Schedule
A.





ARTICLE
1 - GRANT OF LICENSE; PRODUCT DEVELOPMENT





1.1           Grant of License. Licensor
hereby grants to Licensee the exclusive, personal and nontransferable right to
use, under the auspices and privileges provided by the registrations covering
the same, the Licensed Marks to (i) develop, produce, and manufacture Licensed
Articles, (ii) sell Licensed Articles to Nine West Retail Stores and Licensor’s
Foreign Licensees and (iii) market, advertise, distribute and sell Licensed
Articles within the Channels of Distribution, during the Term of this Agreement
and any Renewal Term; provided, however, that Licensee’s right to market,
promote and sell Licensed Articles in the Territory outside of the United States
shall be non-exclusive solely to the extent of rights existing in Licensor’s
Foreign Licensees as of the effective date of this Agreement; and provided
further, that no manufacturing rights to Licensed Articles reside in any third
party, except to the limited extent set forth in this Article 1.1(f) and (g)
relating solely to cosmetic Licensed Articles.





10
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.10.


11
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.11.


6





(a)           Licensor
reserves all rights not specifically granted to Licensee hereunder.





(b)          
The rights hereby granted to Licensee may not be licensed, sublicensed, assigned
or otherwise transferred by Licensee to any third party, in whole or in part,
without the prior written consent of Licensor.





(c)           Licensee
expressly acknowledges that it is not licensed or authorized under this
Agreement to use the Licensed Marks or otherwise exercise any rights licensed
hereunder, or allow any third party to do so, either directly or indirectly, on
non-Licensed Articles, except as may otherwise be agreed in writing by Licensor
with respect to “gift with purchase” items or “purchase with purchase items”;
provided that no “gift with purchase” item or “purchase with purchase” item may
consist of a product currently under license by Licensor to a third party
licensee, unless otherwise agreed in writing among Licensor, Licensee and such
third party licensee.





(d)           Licensee
shall not advertise, promote or otherwise market the Licensed Articles to the
public or to the trade (or permit any third party to do so) earlier than, the
later of (i) the commencement date of the Term, or (ii) Licensee’s receipt of
Licensor’s approvals pursuant to Article
2 below.





(e)           Notwithstanding
anything to the contrary contained in this Article
1.1 hereof, the marketing, distribution and sale rights relating to
cosmetic Licensed Articles as contained in Schedule
B shall initially be limited to marketing of “gift with purchase” and/or
“purchase with purchase” promotions in conjunction with sales of Licensed
Articles.





(f)           If
at any time during the Term, Licensee desires to expand its rights to use the
Licensed Mark in connection with the design, manufacture or assembly, sale,
marketing, distribution or advertising and promotion of cosmetic Licensed
Articles for sales to customers for purposes other than “gift with purchase”
and/or “purchase with purchase”  bearing such Licensed Mark in the
Territory, then Licensee shall so inform Licensor, and Licensee shall submit to
Licensor for its consideration, a business plan for the Licensed Mark in the
Territory (the “Business Development
Plan”).  Such Business Development Plan in each instance shall
set forth with reasonable specificity, the manner in which Licensee plans the
sale, marketing, distribution, advertising and promotion of cosmetics Licensed
Articles under such Licensed Mark in the Territory, a level of Minimum Net Sales
and corresponding payment of Minimum Royalties for each Annual Period in which
Licensee plans to distribute Articles under such Licensed Mark (which shall be
separate from and not included in the Minimum Net Sales or Minimum Royalties
provided for in this Agreement) and the date that Licensee shall commence sales,
all in a format acceptable to Licensor, together with such information as
Licensor may reasonably request.Licensor shall provide
its written approval or denial of each such Business Development Plan in a
timely manner, not to exceed [———-]12 from the date that such
Business Development Plan is received by Licensor, which approval or denial
shall be in Licensor’s sole discretion.  Upon approval by Licensor,
the Parties shall enter into an appropriate written amendment to this License
Agreement, upon terms and conditions as set forth in the approved Business
Development Plan and as agreed upon by the Parties. If Licensor denies approval
of the Business Development Plan, Licensor shall advise Licensee of its
objections and Licensee shall submit an amended Business Development Plan for
approval within [———-]13 after its receipt of
Licensor’s written denial of approval. If Licensor does not approve the amended
Business Development Plan, this Agreement and the license granted hereunder
shall remain in full force and effect in accordance with its terms and Licensor
may grant to a third party licensee the exclusive right to sell cosmetics
bearing the Licensed Mark in the Territory and the non-exclusive right to sell
cosmetics bearing the Licensed Mark as “gifts with purchase” and/or “purchase
with purchase”.





12
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.12.


13
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.13.


7





(g)           If
at any time during the Term, Licensor desires to expand the rights to use the
Licensed Mark in connection with the design, manufacture or assembly, sale,
marketing, distribution or advertising and promotion of cosmetic Licensed
Articles for sales to customers for purposes other than “gift with purchase”
and/or “purchase with purchase” promotions bearing such Licensed Mark in the
Territory, and provided Licensee has not submitted a Business Development Plan
pursuant to Section 1.1(f), above, which was not approved by Licensor, then
Licensor shall give notice to Licensee (the "Licensor Cosmetic Notice"), and
Licensee shall have the exclusive first right of negotiation with respect to
such rights for a period of [———-]14 from the date Licensor
provides the Licensor Cosmetic Notice to Licensee. In the event Licensee
exercises such right, then Licensee shall submit to Licensor for Licensor’s
consideration, a Business Development Plan for the cosmetic Licensed Articles in
the Territory setting forth substantially the same information as that referred
to in Section 1.2(f), above. If Licensor rejects the Business Development Plan
submitted by Licensee, then Licensor may enter into a license agreement for
cosmetic Licensed Articles with a third party, provided that, Licensee shall
continue to have the non-exclusive right to design, manufacture or assembly,
sale, market, distribute, advertise and promote and sell the same cosmetic
Licensed Articles that it has marketed with “gift with purchase” and/or
“purchase with purchase” promotions into Channels of
Distribution.





14
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.14.


8


(h)           If
at any time during the Term, Licensor desires to expand the rights to use the
Licensed Mark in connection with the design, manufacture or assembly, sale,
marketing, distribution or advertising and promotion of men's or children's (or
both men's and children's) fragrance Licensed Articles, then for each such
expansion of rights Licensor shall give notice to Licensee (each a "Licensor
Additional Fragrance Notice"), and Licensee shall have the exclusive first right
of negotiation with respect to such rights for a period of [———-]15 from the date Licensor
provides the Licensor Additional Fragrance Notice to Licensee. In the event
Licensee exercises such right, then Licensee shall submit to Licensor for
Licensor’s consideration, a Business Development Plan for the fragrance Licensed
Articles in the Territory setting forth substantially the same information in
respect of such fragrance Licensed Articles as that referred to in Section
1.2(f), above. If Licensor rejects the Business Development Plan submitted by
Licensee, then Licensor may enter into a license agreement for such fragrance
Licensed Articles with a third party.





1.2           General Scope.  In
collaboration with Licensor, Licensee shall develop Licensed Articles under the
Licensed Marks.





1.3           Licensee
Responsibility.  Licensee shall be responsible, at its sole
cost and expense, for development of product concepts, Formulae, Packaging
Materials, other Creative and all other aspects of actual or proposed Licensed
Articles, for making all samples and all aspects of the manufacture of Licensed
Articles.





1.4           Regular Updates. Licensee
agrees to use commercially reasonable best efforts stay abreast of research and
development relevant to the Licensed Articles industry and technological
developments and innovations in manufacturing and marketing techniques for
Licensed Articles and Packaging Materials.





1.5           Annual Planning.





(a)           Within
[———-]16 after the date of this
Agreement, and thereafter each year consistent with Licensee’s ordinary course
of business on an annual basis, Licensee shall develop a product plan for the
next fiscal year (the “Annual Plan”), which shall set forth descriptions of the
Licensed Articles Licensee plans to develop (including a description of each
SKU), a timeline for the development of each of these products and their
corresponding promotional materials.





(b)           Licensee
shall submit the Annual Plan to Licensee for Approval, and shall meet with
Licensor to discuss the Annual Plan.





1.6           Product Concept and
Creation.  Licensee shall, at its expense, create, develop and
manufacture the Licensed Articles, which shall be subject to the Approval of
Licensor; and Licensee shall provide notice to Licensor at each stage of
production, as follows:





·
            Product
      concept, including fragrance scent and fragrance
  color


·
            bottle
      or container design and styling,





15
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.15.


16
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.16.


9


·
            development
      and choice of Licensed Articles,


·
            development
      and choice of packaging,


·
            choice
      of the product name


·
            logo
      design and logo color.





1.7          Preliminary Legal
Clearance.  Licensee shall ensure, and bear all costs and
expenses of ensuring, that all prototypes submitted for Approval will adhere to
the legal requirements of territories in which manufacturing and selling of
Licensed Articles is anticipated to occur and any territories from which
components or ingredients thereof may be obtained. In the event Licensor
authorizes Licensee in writing to undertake in Licensor’s behalf a trademark
search in a particular jurisdiction with respect to the Licensed Mark, Licensor
shall reimburse Licensee for Licensee’s reasonable out-of-pocket expenses
incurred in connection with any such authorized search.





1.8         Contractors and Manufacturing
Process.





(a)           All
Licensed Articles shall be filled, produced, manufactured sold, distributed,
marketed, advertised, promoted, labeled, packaged and, if applicable, imported
into any country or region by Licensee, in all material respects in accordance
with all applicable foreign and United States laws, rules and regulations,
including, without limitation, those of the U.S. Food and Drug Administration,
and comparable laws, rules and regulations of those non-U.S. jurisdictions in
which Licensee manufactures, promotes, markets and sells Licensed Articles, and
the practices and policies of Licensor relating thereto, including those with
respect to fair remuneration for work, health and safety conditions in the work
environment, environmental conditions and social protection of workers. Licensee
shall provide a copy of Licensor’s current Standards for Contractors and
Suppliers (as attached hereto as Schedule
Iand as may be
translated or amended by Licensor from time to time, the “Standards”) to
Contractors and Subcontractors/Suppliers, and Licensee shall monitor and be
responsible for the compliance of its Contractors with the
Standards.





(b)           Licensee
agrees that, prior to commencing the production of Licensed Articles at any
particular factory or facility, or otherwise at Licensor’s request, it will
provide notice to Licensor of the identity, location and ownership of any
factory or facility that fills, produces and manufactures Licensed Articles, and
any such other information as Licensor may reasonably
request.  Licensee shall cease producing Licensed Articles at
factories or facilities as to which Licensor shall object, within [———-]17 following Licensee’s
receipt of such notice, provided such objection is made in good faith and the
reasons therefor are simultaneously provided in writing and in reasonable detail
to Licensee, and further provided that Licensee does not alleviate the concerns
or rectify the issues of Licensor that led to such objection.





17
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.17.


10


(c)           Licensee
further agrees that it will make all Contractors and
Subcontractors/Suppliers  aware in writing that:  (i) they
are expected to adhere to all of the same high standards with regard to Licensed
Articles and the Licensed Mark to which Licensee is held; (ii) Licensor is the
true and lawful owner of the Licensed Mark and all applications or registrations
therefor; and (iii) Licensee’s authority to use the Licensed Mark derives solely
from and subject to the terms and conditions of this Agreement. Licensee shall
remain fully responsible for compliance with all terms and conditions of this
Agreement and shall use its best efforts to protect the Licensed Mark from any
misappropriation, misuse or unauthorized use by any of its directors, officers,
employees, agents, Contractors, Subcontractors/Suppliers, associates or
Affiliates (collectively "Third Parties" for purposes of this Section 1.8(c)).
Notwithstanding the forgoing, Licensee shall fulfill its obligations under this
Section 1.8 if, after using its best efforts to remedy any such
misappropriation, misuse or unauthorized use of the Licensed Marks, Licensee
terminates the relationship of such Third Party. Upon Licensor’s request during
each Year, Licensee will deliver to Licensor a certificate substantially the
same in form and substance as that set forth in Schedule
I-2 annexed hereto and made part hereof.





(d)           Licensor
shall have the right, at any time upon [———-]18 prior notice to
Licensee, to inspect the process of manufacturing of Licensed Articles, or
warehousing of any and all Licensed Articles, samples, and Packaging Materials
produced hereunder, and Licensee shall, at all times during the Term, make its
premises and facilities, and use its best efforts to make any manufacturing,
warehouse and distribution facilities, available to Licensor or its duly
authorized representatives, for inspection by Licensor or its duly authorized
representatives, during normal business hours, provided such inspection does not
interfere with the normal business operations of the party being
inspected.





(e) In addition to the foregoing,
Licensee shall ensure that all Licensed Articles conform in all material
respects to the applicable rules and regulations of the U.S. Food and Drug
Administration (and similar foreign agencies) with respect thereto.





1.9          Final Legal
Clearance.  Notwithstanding anything to the contrary contained
in this Agreement, Licensor at its sole cost and expense shall, with respect to
the countries in which Licensee is authorized to manufacture, distribute, market
and/or sell Licensed Articles, secure such Licensed Mark rights in the Licensed
Articles such that in Licensor’s reasonable opinion, the Licensed Articles may
freely be manufactured, distributed, marketed or sold by or for
Licensor.





1.10        Creative. Licensee shall, in
the form of an Annual Plan submit in writing or in such other appropriate
tangible or intangible form, all Creative related to Licensor Product for any
new product to Licensor for Approval (which must either be approved or rejected
within [———-]19.  The parties
acknowledge that Approval of the Creative for the Initial Launch shall be
determined by a separate schedule as agreed between the parties.





18
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.18.


19
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.19.


11





1.11      
   [intentionally
omitted]





1.12          Development
Warranties.





(a)           
Licensee represents and warrants that the Development Services will be performed
in a professional manner consistent with the level of care, skill, practice and
judgment exercised by other professionals in performing services of a similar
nature under similar circumstances by personnel with requisite skills,
qualifications and licenses needed to carry out such work.





(b)    
       Licensee represents and warrants that
all Creative embodied in any Licensor Product will be of original development by
Licensee (except for Approved Third-Party Materials or information supplied by
Licensor to Licensee expressly for use in any Licensor Product) and do not
infringe upon or otherwise violate any trademark, copyright, patent or other
proprietary rights, United States or foreign, of any third party, or otherwise
violate any U.S. or foreign law, statute or regulation. Licensee represents and
warrants that all Creative submitted to Licensor for Approval shall have been
created specifically for Licensor and shall not have been previously presented
to another company by Licensee or Licensee’s Affiliates. Licensee further
warrants that Licensee has not and will not in the performance of this Agreement
infringe upon or otherwise violate any trademark, copyright, patent or other
proprietary right, United States or foreign, of any third party.  If,
at any time during or after the term of this Agreement, Licensee becomes aware
of the potential for a claim for such infringement or violation, Licensee shall
promptly so notify Licensor in writing.





(c)          
 Licensee represents and warrants that the Licensed Articles it will
produce hereunder shall be at the least comparable to the high quality designer
fragrances produced for brands such as [———-]20 and suitable for sale in
First Tier Retailers as defined in this Agreement.





(d)           
Notwithstanding anything to the contrary contained in this Agreement, Licensee
shall have the right to use or to make use of stock components, such as bottles,
caps and pumps, in connection with the design, creation or manufacture of
Licensed Articles, provided
that, Licensee gives prior written notice to Licensor of the intended use
of such components and Licensor gives its written Approval of such use; and
provided further that,the end result of Licensee’s use of such stock components is a design
that is unique to the Licensed Articles, such design shall be the property of
Licensor, subject to the rights of Licensee and third parties in such stock
components, but not such unique design.





20
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.20.


12


(e)           The
Creative, including, without limitation, the fragrance, New Marks, and the
Packaging Materials shall be for the exclusive use of Licensor, and except for
the Formulae, shall remain the exclusive property of, and in the exclusive
possession of, Licensor. Other than in performance of this Agreement, Licensee
shall have no right to make use of any of the Creative. Licensee shall not (and
shall use its best efforts to ensure that no Licensee Contractor shall unless
Licensor otherwise agrees) engage directly or indirectly in the development,
production, manufacture, supply, marketing, distribution or sale of
any;





(i)  products other than the
Licensed Articles bearing or sold in connection with: any
Licensed Mark or Creative; or





(ii)  any trademarks or trade
names identical or confusingly similar to or otherwise infringing any Licensor
Licensed Mark or Creative;





(iii)  products of the same
design as that of any of the Licensed Articles;





(iv)  products of a design
substantially similar to that of any of the Licensed Articles;





(v)  products in the same or
confusingly similar packaging or presentation as any of the Licensed
Articles;





(vi) products with a confusingly
similar fragrance as any of the Licensed Articles; or





(vii)  products using the
same Formulae as any of the Licensed Articles.





The
provisions of, and Licensee’s obligations under, this Section
1.12 will survive the expiration or termination hereof.




ARTICLE
2 — APPROVALS





2.1           Standard for Approval.
Licensor’s required Approvals pursuant to this Agreement may be based solely on
Licensor’s subjective standards, including, without limitation, its aesthetic
judgment regarding the characteristics of Licensor’s existing product, design,
marketing, advertising, promotion and exploitation and the reputation, image and
prestige of Licensor and its divisions, subsidiaries and affiliated companies,
and the Licensed Mark, and may be withheld and/or limited, reserved or made
subject to conditions in Licensor’s sole discretion, provided that such
discretion shall not be exercised in an arbitrary manner. Approvals, if provided
subject to conditions or limitations, must be subject to commercially reasonable
conditions or limitations. Notwithstanding the foregoing, Approvals, once given,
shall not be withdrawn absent a good faith, commercially reasonable basis. If an
Approval is withdrawn by Licensor, then Licensor shall reimburse Licensee for
all of its costs and expenses incurred for the item(s) for which Approval has
been withdrawn; provided, however, that if an Approval of an item is withdrawn
because the item significantly deviates from that approved by Licensor, Licensee
shall bear the cost and expenses resulting from such
withdrawal.


13





2.2           Approval Process. Licensee
must obtain Licensor’s written approval of each stage of development before
proceeding to the next stage, and in no event shall Licensee commence or permit
the mass manufacture, advertising, promotion, sale or distribution of any
Licensed Articles unless and until Licensee has received Licensor’s written
approval. 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.  If the latter, then Licensee shall make the suggested changes
and resubmit for approval.  Once any sample is approved for
pre-production, and before Licensee places any Licensed Articles 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 [———-]21 from the date of 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.





2.3           Approval of Top Line Sample.
After approval of 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 perfume and cosmetic industry tolerances to the
Prototype Licensor approved under Section
2.2above,
prior to continuing with production.





2.4           Right to Approve Licensed
Articles.  Where any Approval is given subject to any
commercially reasonable conditions or limitations, Licensee shall at all times
comply with such commercially reasonable conditions or limitations prior to
production, manufacture or distribution of that Licensed Article. Any Approval
that is stated to be limited to a particular time period or season shall
automatically terminate and be of no further effect from the end of the period
or season for which such Approval is stated to be effective.





2.5           Scope of Licensor Product
Approval.  Licensor's Approval of any Licensed Articles shall
relate to Licensed Articles conforming with the relevant Approved samples and
specifications  (i) aroma; (ii) concept, including fragrance scent and
fragrance color; (iii) Formula,; (iv) Creative; (v) Packaging Materials; (vi)
quality; (vii) design; (viii) materials (including the ingredients, pattern,
color, composition and weight thereof); (ix) packaging; (x) the elements of the
Licensed Mark to be used therewith; and (xi) the combinations and manner of use
of such Licensed Mark (including, where relevant, the location, juxtaposition
and size of any Licensed Mark appearing thereon); and specific to the Licensed
Articles for which such Approval is given, unless otherwise specified in
writing.





21
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.21.


14





2.6           Product Change Following
Approval-Initiated by Licensee.  Before Licensee makes any
change to any aspect of the manufacture or production of an Approved Licensor
Product (including any changes to Creative therefor), Licensee must submit to
Licensor for Approval, a complete description of the change and the reason for
the change.





2.7           Licensor Mark Change Following
Approval-Initiated by Licensor. At any time should Licensor request
modification to the use of any design or logo found on any sample, Licensee
shall make such modification and such resulting product shall not proceed to
final production or sale unless and until the graphics or logo and Licensed
Marks used on the sample is approved by Licensor.  If Licensee fails
to submit any required Sample, or fails to obtain Licensor’s approval on any
Sample (unless as otherwise stated in this Section
2.7, graphic or logo, Licensor may unilaterally cancel the production and
sale of any such Licensed Articles. 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.  Notwithstanding anything to the contrary contained
in this Agreement, in the event that Licensor approves use of its graphics,
logos and Licensed Mark in connection with a Licensed Articles that have already
gone to production, then Licensor shall not have the right to change, alter or
in any manner modify the design, logo or Marks for the entire production run of
such Licensed Articles for which Licensee has submitted purchase orders;
provided, however, that Licensor and Licensee shall cooperate in good faith to
phase in the changes in the graphics, logos and Licensed required by
Licensor.





2.8           Changes to Comply with Regulatory or
Legal Requirements.  If Licensor requests Licensee to change a
Product in order to comply with regulatory or legal requirements, then Licensee
shall comply with the request and have developed, produced, manufactured and
distributed conforming Approved Licensor Product to Licensor Stores within
[———-]22 of Licensor’s request,
or such shorter period as may be required by applicable law or
regulation.





2.9           Use of Approved
Contractors.  Licensee is solely responsible for selecting and
managing all Contractors for Licensee pursuant to this Agreement. Licensee,
however, must be sure that all such Contractors are Approved by Licensor prior
to their performance of any such services.





2.10           Approval
Process.  If Licensee wishes to use any party as a Contractor,
Licensee shall, at least [———-]23 prior to placing any
order with such party, seek in writing and obtain Approval for the proposed
Contractor as an Approved Contractor and shall further supply Licensor
with:





(a)           the
name and address of the proposed Contractor;





22
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.22.


23
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.23.


15





(b)           the
address of such premises at which it is proposed that the proposed Contractor
shall be developing, producing, manufacturing or warehousing Licensed
Articles;





(c)           and
such further information as Licensor may reasonably require.





2.11         Licensee Responsibility for Approved
Contractors.  Licensee shall, in addition to its obligations
with respect to the Standards:





(a)           exercise
proper supervision over the operations of each Approved Contractor so that at
all times all Licensed Articles manufactured by that Approved Contractor are of
the quality required under this Agreement;





(b)           use
its best efforts to ensure that no Approved Contractor at any time supplies any
Licensed Articles to any party other than Licensee or Licensor, except as
otherwise Approved;





(c)           use
its best efforts to ensure that each Approved Contractor has no rights in the
Licensed Articles or Creative; and





(d)           assist
Licensor or its authorized representatives so that they can enter and inspect
all premises where Licensed Articles have been, are being, or are intended to be
manufactured and/or stored whether owned or controlled by Licensee, any Approved
Contractor or otherwise upon [———-]24 notice, for purpose of
inspecting the premises, the manufacturing process and/or the Licensed
Articles.





(e)           Any
breach of this Agreement by one of Licensee’s Contractors shall be deemed a
breach by Licensee, provided, however, that Licensee shall be permitted to cure
such breach by taking appropriate corrective action with the breaching
Contractor, up to and including termination of such Contractor.





2.12        Withdrawal of Approval for
Cause.





(a)           Licensor
shall have the right to withdraw its Approval of the Approved Contractor(s) upon
notice to Licensee solely for cause, upon the happening of any of the following:
(i) Licensor determines that an Approved Contractor is not meeting Licensor’s
standards with regard to quality; (ii) the Approved Contractor is not in
compliance with all material aspects of the requirements of the Standards or
(iii) if an Approved Contractor has infringed the Licensed Mark or other
trademarks or proprietary rights of Licensor.





24
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.24.


16


(b)           If
Licensor withdraws its Approval of an Approved Contractor as set forth in Section
2.12(a) above, then Licensee shall place no further orders with that
Contractor with respect to Licensed Articles unless such Contractor shall again
be Approved by Licensor; and Licensee shall use its best efforts to have such
Contractor cease manufacturing Licensed Articles and recover all items
incorporating a Licensed Mark, or trademarks, from that
Contractor.





ARTICLE
3 — MANUFACTURE, DISTRIBUTION AND DELIVERY OF LICENSED ARTICLES





3.1           Generally.  Licensee
shall ensure that the Approved Licensed Articles are manufactured in accordance
with their concepts, designs, and a high standard of quality. Licensee
represents and warrants that all Licensed Articles will conform to the
descriptions and specifications Approved.





3.2           Discontinuation of Sale of Approved
Licensed Articles by Nine West Retail Stores Without Cause.





(a)           At
any time and for any reason, Nine West Retail Stores may choose to discontinue
the sale of any Licensed Articles upon [———-]25 advance notice to
Licensee.





(b)           (i)
With respect to Licensed Articles produced by Licensee for sale,
non-exclusively, to all approved First Tier Retailers, Second Tier Retailers and
Nine West Retail Stores, in the event of such  discontinuation of sale
by Nine West Retail Stores of Licensed Articles purchased, Nine West Retail
Stores shall, within a commercially reasonable time, but in no event more than
[———-]26, have the option,
exercisable by notice to Licensee within [———-]27 after Licensee’s receipt
of a copy of Nine West Retail Store’s notice of discontinuation, to purchase
from Licensee all or any part of the remaining inventory of such discontinued
Licensed Articles to the extent set forth in Nine West Retail Store’s Scheduling
Orders (as hereinafter defined), including (x) commercially reasonable “run-out”
of  finished goods inventory in order to maximize the use of
components and (y) work in progress at hand on the date of such notice that are
completed by Licensee within a commercially reasonable time thereafter (“the
Discontinued Inventory Amount”). Licensee may sell any such inventory not
purchased by Nine West Retail Stores to approved First Tier Retailers and Second
Tier and other approved retailers, and to the Authorized Close-Out Retailers, as
defined in Section 11(d) of this Agreement.





25
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.25.


26
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.26.


27
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.27.


17





(ii) With respect to Licensed Articles
produced by Licensee for sale exclusively to Nine West Retail Stores in
accordance with Scheduling Orders, in the event of such discontinuation of sale
by Nine West Retail Stores of Licensed Articles purchased, Licensee may sell
such of the remaining inventory of such discontinued Licensed Articles to
approved First Tier Retailers and Second Tier and other approved retailers, and
to the Authorized Close-Out Retailers, as defined in Section 11(d) of this
Agreement; provided,
however, that to the extent Licensee is unable to sell the Discontinued
Inventory Amount to such retailers, Nine West Retail Stores shall, within a
commercially reasonable time, but in no event more than [———-]28 after notice of such
discontinuation is given, be obligated to purchase from Licensee, the remaining
Discontinued Inventory Amount, for an amount equal to the Fully Burdened Cost
thereof.





3.3           Scheduling Orders.  Commencing not
less than [———-]29 prior to the Initial
Launch and thereafter for each [———-]30 period throughout the
term of this Agreement, Nine West Retail Stores will provide to Licensee a good
faith estimate of the orders for Licensed Articles to be required by Nine West
Retail Stores for such [———-]31  period on a
rolling [———-]32 basis (each a
“Scheduling Order”). Licensee agrees to use good faith commercial efforts to
fulfill all purchase orders. Notwithstanding anything to the contrary contained
herein, Licensee shall not be required to fulfill purchase orders for Licensed
Articles in excess of [———-]33 of the relevant
Scheduling Order within the requisite [———-]34 period.





3.4           Distribution by Licensee; Risk of
Loss.  Licensee shall be responsible, at Licensee’s sole cost
and expense, for delivery of the Licensed Articles to Nine West Retail Stores’
warehouse or distribution center.  Licensee shall bear the risk of
loss for the Licensed Articles shipped under this Agreement until the Licensed
Articles are delivered to Nine West Retail Stores at Nine West Retail Stores’
warehouse or distribution center, at which time the risk of loss shall pass to
Nine West Retail Stores.





28
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.28.


29
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.29.


30
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.30.


31
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.31.


32
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.32.


33
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.33.


34
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.34.


18


3.5           Shortage Claims. Nine West Retail Stores
shall inspect all Licensed Articles delivered and any claims for damages or
improper quantity shall be made by notice to Licensee within [———-]35 of the receipt of
Licensed Articles. Notwithstanding the foregoing, damaged Licensed Articles do
not include defective merchandise which is not readily identifiable as damaged
upon initial inspection. Except with respect to defective merchandise not
readily identifiable as damaged upon initial inspection, the failure by Nine
West Retail Stores to interpose any such claim within such [————]36 period shall act as a
waiver of any such claims, and such Licensed Articles shall be deemed to have
been accepted by Nine West Retail Stores. With respect to defective merchandise
not readily identifiable as damaged upon initial inspection, Nine West Retail
Stores shall notify Licensee of such defect or damage within [———-]37  after such
defect or damage is discovered by Nine West Retail Stores.





ARTICLE
4 — TERMS AND CONDITIONS OF PURCHASE BY NINE WEST RETAIL STORES AND LICENSOR’S
FOREIGN LICENSEES.





4.1           Purchase
Price.  (a)   For all Approved Licensed Articles
developed, produced, manufactured and distributed by Licensee to Nine West
Retail Stores, Nine West Retail Stores in the United States shall pay Licensee
an amount equal to the MSRP less [———-]38 for such SKU for all
Licensed Articles received at Nine West Retail Stores’ warehouse or distribution
center. For Approved Licensed Articles that consist of “gift with purchase” or
“purchase with purchase” sets, Nine West Retail Stores and Licensee shall
negotiate the Purchase Price in good faith. Such sales are non-royalty bearing
and may not be included in the calculation of Minimum Net Sales.





(b)           Licensee’s
distributors shall sell Licensed Articles to Licensor’s Foreign Licensees, at a
purchase price to be negotiated by the parties but which shall not exceed [———-]39 offered for Licensed
Articles (including any trade discount(s) or other discounts or gross margin
percentage equivalent benefit) in their respective territories, and shall use
reasonable commercial best efforts to communicate with Licensor’s Foreign
Licensees with respect to marketing and distribution programs in their
respective territories. Such sales are royalty bearing and shall be included in
the calculation of Minimum Net Sales.





4.2           Payment
Terms.  Licensee shall invoice Licensor upon delivery of
Licensed Articles, and Licensor shall pay the amounts due and owing to Licensee
hereunder within [———-]40 of receipt of invoices
issued by Licensee.


35
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.35.


36
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.36.


37
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.37.


38
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.38.


39
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.39.


40
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.40.


19





4.3           Promotional Licensed
Articles.  Licensee shall supply to Nine West Retail Stores, at
Licensee’s [———-]41, such number of Licensed
Articles and or non-saleable promotional samples as reasonably required by Nine
West Retail Stores from time to time for marketing or advertising purposes,
including, without limitation, for distribution to Nine West Retail Stores’
employees and at public, charity, and media events. Promotional Licensed
Articles shall be agreed upon as part of the Annual Plans.





4.4           Store
Testers.  Licensee shall supply to Nine West Retail Stores at
Licensee’s [———-]42, such number of Licensed
Articles and or non-saleable “testers” as reasonably required by Nine West
Retail Stores from time to time to be labeled as a tester for use by store
employees and customers.  Testers shall be agreed upon as part of the
Annual Plans.





4.5           Non-conforming
Goods.  All Licensed Articles purchased by Nine West Retail
Stores that do not meet Nine West Retail Store’s specifications and
requirements, or that were manufactured in breach of the terms and conditions of
this Agreement, may be returned by Licensor to Licensee at Licensee’s cost;
provided however, that
Nine West Retail Stores complies with the reasonable return procedures of
Licensee. Licensee shall not be entitled to receive any payment for units
returned pursuant to this Section
4.5 and must reimburse Nine West Retail Stores for any amounts already
paid for such units. Nine West Retail Stores shall not return any other Licensed
Articles to Licensee.





4.6           Conflict with Terms of Purchase
Order. If there is any conflict between the terms of a purchase order and
the terms of this Agreement, then the terms of this Agreement
prevail.





4.7           Governmental
Recall.  If an applicable regulatory authority determines that
a product recall is necessary due to one or more Licensed Articles being
misbranded, adulterated and/or defective, then Licensee shall use its best
efforts to assist Licensor  and Nine West Retail Stores in complying
with such product recall.





ARTICLE  5
— DISTRIBUTION





5.1           Right to Distribute. Subject
to Licensor's prior written approval, Licensee shall have the right to use
distributors to sell Licensed Articles, subject to the following restrictions
and requirements:





41
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.41.


42
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.42.


20


(a)           For
distribution and sale of Licensed Articles by Licensee into countries,
territories or geographic areas other than with respect to (i) the United States
and its territories and possessions, including Puerto Rico, or (ii) those
countries other than the United States in which the Licensed Mark is registered
and where Licensor’s Foreign Licensees at any time during the Term operate Nine
West Retail Stores in which Licensor’s Foreign Licensees use the Licensed Mark
in connection with sales of products they are respectively authorized to market,
promote and sell, Licensee must submit to Licensor a distribution and sales plan
for each such country, territory or other geographic area, which shall be
subject to the approval of Licensor in its discretion, setting forth a proposed
distributor and/or retailers. Licensee agrees that any such distribution and
sales plan shall explicitly provide that with respect to sales of Licensed
Articles outside the United States, sales priority will be given by Licensee to
Foreign Territories in which there are (A) Nine West Retail Stores owned or
operated by Licensor’s Foreign Licensees and (B) department store customers of
Licensor’s Foreign Licensees listed in Schedule E-2, as amended from time to
time. Licensee further agrees that it will use its best efforts to fully
communicate with the respective Licensor’s Foreign Licensees in connection with
Licensee’s activities in the respective Foreign Territories and require its
respective distributors in (or selling into) Foreign Territories to abide by the
requirements set forth in (A) and (B), hereinabove and to fully communicate with
the respective Licensor’s Foreign Licensees in those Foreign Territories.
Authorization to make sales in additional Foreign Territories by Licensee and/or
its distributors shall be requested by Licensee in advance and subject to the
prior written approval of Licensor.





(b)           Licensor
shall have the right to approve the distributor and no distribution shall
commence prior to such approval, provided, however, that approval of any
distributor shall be deemed given if disapproval thereof is not given within
[———-]43 of written notice by
Licensee of its desire to utilize a particular distributor;





(c)           the
terms of the distribution agreements shall be in form and substance acceptable
to, and subject to the prior written approval of, Licensor and shall be subject
in all respects to the provisions of this Agreement. A copy of each fully
executed distribution agreement entered into by Licensee hereunder shall be
delivered to Licensor promptly after the execution thereof. A form of
distribution agreement acceptable to Licensor is attached hereto as Schedule
J.





(d)           
the distributor shall agree to use its best efforts to actively distribute, ship
and sell Licensed Articles throughout the Channels of Distribution within the
applicable Territory in commercially reasonable quantities and not outside the
Channels of Distribution; notwithstanding the foregoing, Licensee and its
approved distributors shall market, sell and distribute Licensed Articles solely
in those territories outside the United States set forth in Schedule
E-2, provided
that, Licensee and its approved distributors may market, sell and
distribute Licensed Articles in such additional territories as may be approved
by Licensor, in its sole discretion, upon request of Licensee with the
submission of the Business Plan as set forth above in Section
5.1(a), and if approved by Licensor, then such additional territories
shall be deemed to be added to Schedule
E-2;





43
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.43.


21





(e)           the
distributor shall agree to abide by all of Licensor's quality control provisions
and provisions relating to the Licensed Articles, artwork, copy, packaging,
tags, labels, literary text, advertising, promotional or display of materials
and other Licensed Materials set forth in Section
7.1 below;





(f)           
the distributor shall agree that it will not during the term of the distribution
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; and





(g)           nothing
in the distribution agreement shall be contrary, in spirit or scope, to this
Agreement.





5.2           Minimum Net
Sales.     In the event that Licensee fails to
achieve minimum Net Sales during any [———-]44consecutive
Annual Periods beginning with the fourth Annual Period as specified in Schedule
D attached hereto, then Licensor shall have the right, exercisable within
[———-]45 of the end of such
second consecutive Annual Period, to terminate this Agreement on not less than
[————]46 notice to
Licensee.





5.3           Annual Advertising
Amount.  In addition to all other amounts of payments due from
Licensee under this Agreement, and not to be credited against any Minimum Annual
Royalty or Sales Royalty, Licensee, together with its distributors, shall spend
within each Annual Period during the Term an “Annual Advertising Amount” equal
to the greater of [———-]47of
the Minimum Net Sales for that Annual Period or the actual Net Sales for that
Annual Period, for direct advertising and promotion in trade and consumer media,
including without limitation newspapers, magazines, television and radio,
digital media, social networking media, as well as co-operative advertising,
trade shows, displays, fixtures and point-of-sale materials. A statement of such
advertising expenditures for each Annual Period shall be furnished to Licensor
within [————]48 subsequent to the end of
each Annual Period.  If the statement for an Annual Period shows that
the [———-]49threshold
has not been reached for that Annual Period, then the difference between the
amount actually spent and the amount required to be spent must be spent within
the next [———-]50 of the following the
date the statement of advertising expenditures for a particular Annual Period is
received by Licensor. No later than October 1 during each Annual Period,
Licensee must submit to Licensor for Licensor’s approval its
advertising/promotional plan and budget for the Licensed Articles for the
ensuing Annual Period.  In the event Licensor, in its reasonable
discretion, does not approve of any such plan, Licensee must submit a revised
plan or plans to Licensor, for its approval, not more than [———-]51 following Licensee’s
receipt of Licensor’s notice of disapproval and Licensee must incorporate
revisions into the plan or plans that address Licensor’s concerns or reasons for
disapproval.  All advertisements and promotions, including co-op,
shall be in accordance with all artwork approvals required herein and pursuant
to Section
7.1 hereof.  Such approvals will not be unreasonably withheld,
delayed or conditioned.





44
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.44.


45
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.45.


46
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.46.


47
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.47.


48
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.48.


49
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.49.


50
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.50.


51
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.51.


22





5.4           Additional Matters Relating to
Advertising.





(a)           With
respect to national advertising campaigns for Licensed Articles,  Licensor
will produce national advertising material for Licensed Articles, which material
shall solely feature the bottle and/or packaging for the Licensed Articles, and
which may be separately produced or concurrently produced with Licensor’s
national advertising for footwear. Licensor shall pay all costs of production,
including the cost of third party rights with respect to the national
advertising campaigns referred to above; provided, however, that if Licensor and
Licensee agree that a model should be employed in connection with the
advertising for the Licensed Articles, then Licensor and Licensee shall meet in
good faith, in advance, to create a budget for such advertising which shall
provide for the allocation of the incremental costs of such advertising
material, including a model, between Licensor and Licensee.





(b)           Licensor
shall pay for third party rights for advertising depicting the fragrance bottle
and/or packaging  for a period of [———-]52, which will commence in
each country or territory when shipments of Licensed Articles commence in such
country or territory, provided however, that if Licensor and Licensee agree that
a model should be employed in connection with such advertising for the Licensed
Articles, then Licensor and Licensee shall meet in good faith, in advance, to
create a budget for such advertising which shall provide for the allocation of
the incremental costs of such advertising material, including a model, between
Licensor and Licensee.





52
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.52.


23


(c)           Prior
to each Annual Period hereunder, Licensor and Licensee shall agree upon a media
plan and budget (including, without limitation, cooperative advertising) for
such Annual period, and Licensor will purchase and place media in the United
States on behalf of Licensee in order to obtain more favorable rates. Licensee
will reimburse Licensor, within [———-]53 after receipt of
Licensor’s invoice, for Licensor’s actual out-of-pocket cost of media placement
as requested by Licensee. Such reimbursement by Licensee for advertising placed
during a particular Annual period shall be applied to the Annual Advertising
Amount for that Annual Period based upon Net Sales in the United States
(excluding sales to Nine West Retail Stores in the United States only).





(d)           During
each Annual Period hereunder, Licensee shall place advertising for Licensed
Articles in countries outside of the United States pursuant to a media plan
pre-approved in writing by Licensor. The cost of layouts and materials provided
to Licensee by Licensor in connection with the placement of respective media
during an Annual Period shall be paid to Licensor by Licensee in accordance with
a budget for such Annual Period agreed upon by the Parties. Amounts expended by
Licensee in connection with such layouts and materials, and amounts expended by
Licensee and its distributors for the placement of such advertising during a
particular Annual Period shall be applied to the Annual Advertising
Amount.





(e)           Licensee
grants Licensor the right to photograph the creative process (“Documentary
Shoot”), including personnel of Licensee, in producing Licensed Articles and the
right for Licensor to use the Documentary Shoot in marketing for Licensed
Articles, provided that such photographing does not interfere with the normal
business operations of Licensee.





ARTICLE
6 — SALES ROYALTY STATEMENTS AND PAYMENTS





6.1         Sales Royalty and Net
Sales.





(a)           Licensee
shall pay to Licensor in U.S. Dollars a Sales Royalty on Net
Sales.  “Net Sales” shall mean the gross invoice amount billed
customers for Licensed Articles shipped or delivered by or on behalf of Licensee
or any of its Affiliates, to a non-Affiliate less the following: discounts,
allowances and rebates, handling fees, stocking fees, slotting fees, damages and
shortages supported by credit memoranda and to the extent separately shown on
the applicable invoice, freight and delivery charges (prepaid), taxes (including
VAT), and further, less any bona fide returns as supported by credit memoranda
issued to the customer (provided, however, that Licensee hereby warrants and
agrees that deductions from the gross invoice amount billed customers shall not
exceed [———-]54 of gross invoice amount,
other than for freight and delivery charges (prepaid), taxes (including VAT) and
returns. Licensee must substantiate all deductions from Net Sales. Net Sales
shall not include (i) sales of Licensed Articles to Licensor Retail Stores, or
(ii) testers, samples or miniatures of Licensed Articles or other promotional
material and non-retail items sold to distributors or retailers. The Sales
Royalty shall accrue to Licensor when the Licensed Articles are sold by
Licensee. Licensed Articles shall be considered finally “sold” when the risks
and rewards of ownership pass to the purchaser of the Licensed
Articles.





53
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.53.


54
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.54.


24





(b)           Sales
Royalty Reports substantially in the form of Schedule
Gshall be made within [———-]55 after the end of each
calendar quarter, regardless of whether Royalties are actually due and payable
for such calendar quarter. Sales Royalty Reports shall be signed and the
accuracy thereof certified as true and correct in all material respects by an
officer of Licensee.





(c)           After
[———-]56 past the due date,
Licensee shall pay interest on late and underpaid Sales Royalty payments and/or
late Minimum Annual Royalty payments at the prime rate as in effect from time to
time as determined by Capital One Bank plus [———-]57, computed from the
original due date until paid.  Neither the acceptance of any payment
or Sales Royalty Report nor the deposit of any check shall preclude Licensor
from questioning the correctness of any payment or Sales Royalty Report at any
time.





(d)           Licensee
shall keep accurate and complete books and records of all transactions related
to this License (“Nine West Books and Records”) for [———-]58 subsequent to the Term
or Renewal Term in which the transaction occurred.  On reasonable
advance notice, but no more than once annually, Licensor shall have the right to
audit the Nine West Books and Records for a period covering up to [———-]59, provided that such
audit does not unduly interfere with the normal business operations of Licensee,
and if any audit discloses that Licensee has underpaid  Royalties due
by an amount in excess of [———-]60 then Licensee shall also
pay the audit costs. During such audit, Licensee shall make available to
Licensor’s auditors all documents in its possession or control relating to the
Nine West Books and Records as reasonably requested by the auditor in connection
with the carrying out of said audit.





55
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.55.


56
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.56.


57
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.57.


58
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.58.


59
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.59.


60
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.60.


25


ARTICLE
7 — INTELLECTUAL PROPERTY RIGHTS, INCLUDING COPYRIGHT AND
TRADEMARK





7.1.           
Ownership. Licensor
warrants and represents to Licensee that Licensor is the owner of all right,
title and interest in and to Licensed Marks and in the jurisdictions set forth
in the annexed Schedule
A in any form or embodiment thereof, and Licensor has no knowledge that
the Licensed Mark infringes upon any other trademark. Licensee acknowledges that
Licensor is and shall remain the owner of all right, title and interest in and
to the Licensed Marks and in all intellectual property rights including all
copyrights, trademarks, internet domain names, patent and trade dress and other
rights associated with the Licensed Marks, in all forms and embodiments within
and without the Territory whether registered or not, and in all artwork,
packaging, copy, literary text, advertising and promotional material of any sort
which utilize the Licensed Marks, including all such materials developed by
Licensee (collectively, the “Licensed Materials”) and the goodwill pertaining to
all of the foregoing.  Licensee further acknowledges the value of the
goodwill associated with the Licensed Marks and that the Licensed Marks has
acquired secondary meaning in the mind of the public. Licensee agrees that it
shall not during the Term or at any time 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, Licensor’s exclusive rights in and to the Licensed
Marks, as well as any other properties owned by Licensor which are not licensed
hereunder, or the validity thereof or of this Agreement, and shall not assist
others in doing so.





7.2           Compliance; Notices. The
License granted hereunder is conditioned upon Licensee’s compliance with the
provisions of the trademark, patent, industrial design and copyright laws of the
United States and of any other country or countries within the
Territory.  All Licensed Articles and Licensed Materials shall bear
applicable Trademark and Copyright Notices in Licensor's name and shall also
include and comply with Labeling Requirements and any other legal notices that
Licensor may from time to time require.  Except as may be otherwise
approved by Licensor, Licensee agrees to use the Licensed Marks as the sole
trademark of any Licensed Articles bearing the Licensed Marks.





7.3           Protection of Licensed Marks,
Copyrights, Other Intellectual Property Rights and Goodwill.





(a)
Licensee agrees to assist Licensor, at Licensor’s request and expense, in
procuring and maintaining the rights of Licensor in the Licensed Marks
(including trademark and copyright).  In connection therewith,
Licensee agrees to execute and/or deliver to Licensor in such form as Licensor
may reasonably request all instruments necessary to effectuate trademark and,
where applicable, copyright protection or to record Licensee as a registered
user of any trademarks, where applicable, or to cancel such
registration.  If Licensee fails to execute any such instruments,
Licensee appoints Licensor as its attorney-in-fact to do so on Licensee’s
behalf.





(b)
Licensee acknowledges that only Licensor may file and prosecute trademark
applications regarding use by Licensee of any Licensed Marks in such
jurisdictions within the Territory as the Licensor may, from time to time, deem
advisable.  Licensor will take such steps as it deems necessary, at
its sole discretion, in filing trademark applications for the Licensed Marks in
those jurisdictions in the Territory that, in Licensor's opinion, so
warrant.


26





(c)  Licensor
shall control, and be entitled to all recovery and pay in full all infringement
litigation brought against third parties involving or affecting the Licensed
Mark and Licensor may add Licensee as a party thereto at Licensor’s
expense.





(d)  Licensee
acknowledges that the Licensed Mark owned by Licensor have developed a valuable
reputation for quality, and have acquired value and goodwill throughout the
Territory and the world, so that the consuming public associates the Licensed
Marks with uniform products and goods of consistent high
quality.  Licensee shall use its best efforts to protect the validity,
integrity, goodwill and reputation of Licensor and the Licensed Marks, and
Licensee will not at any time do or knowingly permit to be done any act or thing
which would in any manner impair the rights of Licensor in and to the Licensed
Marks or which would adversely affect the validity, integrity, goodwill or
reputation of Licensor or the Licensed Marks.  Licensee undertakes to
use the Licensed Marks in accordance with the terms of this
Agreement.





ARTICLE
8 — INDEMNIFICATION





8.1           By
Licensor.  Licensor agrees to indemnify and hold harmless
Licensee and its respective successors, assigns, parents, subsidiaries and
Affiliates, co-venturers and their respective directors, officers, employees and
representatives from and against any and all claims, suits and expenses
(including reasonable outside attorney’s fees) and judgments from third parties
arising solely out of any breach by Licensor of any of its warranties,
representations or covenants hereunder, provided that Licensee gives Licensor
prompt notice of all claims or suits relating to such use.  Licensor
shall have the option to undertake and control the defense and settlement of any
such claim or suits.  Licensee shall cooperate with Licensor in the
defense of any suits and Licensee must act to mitigate any damage arising out of
or related to such suits. In the event that Licensor chooses not to defend,
Licensee shall have the right to defend any action or proceeding brought by a
third party with counsel of Licensee’s choice at Licensor’s
expense.





8.2           By
Licensee.  Licensee agrees to indemnify and hold harmless
Licensor and its respective successors, assigns, parents, subsidiaries,
Affiliates and co-venturers and all other parties associated with the Licensed
Marks, and their respective directors, officers, employees and representatives
from and against all claims, losses, penalties, personal or property damages
including punitive damages, liabilities, suits and expenses (including
reasonable outside attorney’s fees) arising out of or in connection with the
Licensed Articles or their manufacture, sublicensing, packaging, distribution,
promotion, sale or exploitation (except with respect to those matters against
which Licensor has agreed to indemnify Licensee hereunder).  Licensor
shall cooperate with Licensee in the defense of any suits and Licensor must act
to mitigate any damage arising out of or related to such suits. In the event
that Licensee chooses not to defend, Licensor shall have the right to defend any
action or proceeding brought by a third party with counsel of Licensor’s choice
at Licensee’s expense.


27





ARTICLE
9 – INSURANCE





Licensee
shall obtain and maintain on an occurrence basis throughout the Licensed Term,
and Sell-Off period at its own expense, standard comprehensive general liability
coverage for bodily injury, property damage and personal injury from a
qualified, A-rated insurance carrier. Said coverage shall include broad form
contractual liability as well as product liability insurance. Such product
liability coverage shall be no less than [———-]61combined
single limit on a per occurrence basis, with [———-)]62 coverage in the
aggregate. Each policy shall be non-cancelable except after [———-]63 prior written notice to
Licensor. Licensee shall furnish Licensor with a certificate of insurance
evidencing such policy within [———-]64 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 [———-]65 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.


ARTICLE
10 — EXCLUSIVITY: RESTRICTIONS ON EXPLOITATION





10.1          Exclusivity.  Nothing
in this Agreement shall be construed to prevent Licensor from granting any other
licenses for the use of the Licensed Marks or from utilizing the Licensed Marks
in any manner whatsoever within or without the Territory, except that Licensor
agrees that, except as provided herein, it will grant no other licenses within
the Territory effective during the Term for the use of the Licensed Marks in
connection with the Licensed Articles





10.2.         Distribution.  Licensee
agrees to use commercially reasonable best efforts to (i) distribute, ship and
sell Licensed Articles, and (ii) make and maintain commercially adequate
arrangements for the distribution, shipment and sale necessary to meet the
demands for all such Licensed Articles.





10.3          Restrictions on and Manner of
Exploitation.  In order to protect the value of the goodwill
associated with the Licensed Marks, the Licensed Marks shall not be used by
Licensee as a trade name nor shall the Licensee use any trademark, logo or
design other than the Licensed Marks on any Licensed Articles or Licensed
Materials (also known as “co-branding”) unless such use of such trademark, logo
or design shall have been approved in writing by the Licensor, and approved by
Licensor, in no event shall the Licensed Articles be packaged for sale or
distribution with other articles. The Licensee shall at no time adopt or use any
variation of the Licensed Marks or any word or mark likely to be similar to or
confusingly similar with the Licensed Marks.





61
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.61.


62
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.62.


63
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.63.


64
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.64.


65
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.65.


28





10.4           Reservation by Licensor.
Licensor may from time to time, at any time, discontinue, resume or change any
present or future use of the Licensed Marks, provided, however, that
Licensor shall not take any action which directly affects the Licensed Articles
in a negative manner.





ARTICLE
11 — EVENTS OF DEFAULT, TERMINATION





11.1         Events of Default,
Termination: Licensor shall have the right to terminate this Agreement
upon notice to Licensee, upon the happening of any of the following “Events of
Default”:





(a)           Bankruptcy:  If
Licensee files or has filed against Licensee a petition in bankruptcy,
reorganization or for the adoption of an arrangement under any present or future
bankruptcy, reorganization or similar law (which petition if filed against
Licensee shall not be dismissed within [———-]66 from the filing date),
or if Licensee makes an assignment for the benefit o its creditors or is
adjudicated a bankrupt, or if a receiver or trustee of all or substantially all
of Licensee’s property is appointed, or if Licensee discontinues its business,
then the Licensor shall have the right to terminate the Agreement on notice to
Licensee.





(b)           Assignment, Change of Control or
Substantial Injury to Reputation of Licensee:  If Licensee
transfers this Agreement by assignment, operation of law, or otherwise other
than to an non-Affiliated entity; or if a substantial portion of the assets or
controlling stock in Licensee’s business is sold or transferred, or if there is
a substantial change in the controlling interest in Licensee’s business by
merger or consolidation of Licensee’s business with any other non-Affiliated
entity;  or if Licensee becomes primarily engaged in a business
unrelated to cosmetics and fragrances; or if Licensee becomes the target of a
prosecution or enforcement action by governmental authorities for violation of
child labor laws, financial fraud, or payment of kickbacks or bribes, which
results in a material, adverse and long lasting change in the character or
reputation of Licensee and which results in a material decrease in Licensee’s
sales to the public; or the intentional, willful or reckless distribution of
adulterated products harmful to the public; or if a substantial portion of
Licensee’s property is expropriated, confiscated or nationalized by any
government or if any government assumes de facto control of Licensee’s business,
in whole or in substantial part, then Licensor may terminate this Agreement upon
[———-]67 notice to
Licensee.





66
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.66.


67
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.67.


29





(c)           Failure to
Pay/Report:  If Licensee fails to make timely payment of
Royalties or the Minimum Annual Royalty when due, or fails to make timely
submission of Sales Royalty Reports, Licensor may terminate this Agreement upon
[———-]68 written notice to
Licensee, unless Licensee cures any such breach within said [———-]69 period. If Licensee
fails to make timely payments on [———-]70 occasions during a
Contract Year, and Licensor gives notice of such failure hereunder, Licensor may
terminate this Agreement and the license granted hereunder regardless of whether
such breaches are cured by Licensee.





(d)           Breach by a Contractor or
Distributor: Any material breach of this Agreement by a filler or
distributor of Licensee shall be deemed to be a material breach of this
Agreement by the Licensee;
provided, however, that if Licensee does not cause said filler or
distributor to cure such material breach, if curable, within [———-]71 of discovery of such
material breach, or terminate its relationship with said filler or distributor
within said [———-]72, Licensor may terminate
this Agreement upon [———-]73 written notice to
Licensee.





(e)           Insurance:  If
Licensee fails to obtain or maintain insurance as required in the Agreement,
Licensor may terminate this Agreement upon [———-]74 written notice to
Licensee, unless Licensee cures any such breach within said [———-]75 and gives notice to
Licensor thereof within that period.





(f)           Other Material
Breaches:  If Licensee fails to perform any of its material
obligations hereunder, Licensor may terminate this Agreement upon [———-]76 notice, unless Licensee
cures any such material breach within said [———-]77; provided, however, that if
such cure cannot be reasonably be effected within such [———-]78 period, cure is being
diligently prosecuted by Licensee with reasonable prospects for a cure within a
commercially reasonable time.





68
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.68.


69
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.69.


70
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.70.


71
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.71.


72
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.72.


73
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.73.


74
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.74.


75
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.75.


76
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.76.


77
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.77.


78
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.78.


30





11.2         Effect of Termination or
Expiration.  Upon termination or expiration of this Agreement
for a reason set forth in Section 11.1, above:





(a)           Licensee
shall pay to Licensor all Royalties accrued on Net Sales, and Licensee shall
continue to be obligated to pay to Licensor all Royalties that accrue on Net
Sales made during the sell-off period, if any;





(b)           Licensee
shall be deemed to have automatically assigned all copyright, trademark and
service mark rights, equities, goodwill, titles and other rights in or to the
Licensed Marks and all adaptations, compilations, modifications, translations
and versions thereof to Licensor, without consideration other than the mutual
covenants and considerations of this Agreement. Upon Licensor’s request,
Licensee shall execute any and all documents necessary to give effect to such
assignments in all jurisdictions requiring such documentation; and





(c)           Licensee
shall send Licensor a complete and detailed inventory of all screens, dies,
molds, color separations, plates negatives or similar materials (“Production
Materials”) previously used to manufacture Licensed Articles within [———-]79;





(d)           Licensee
acknowledges and agrees that upon such termination, all Minimum Annual Royalty
payments payable pursuant to this Agreement for the lesser of the following
periods (i) [———-]80 period following the
quarter in which such termination occurs or (ii) the remainder of the Term as
liquidated damages and not as a penalty, shall accelerate and become due and
payable to Licensor within [———-]81 of such
termination. Notwithstanding anything to the contrary herein or elsewhere
contained, upon payment of such liquidated damages, except with respect to those
provisions which survive termination, this Agreement shall automatically
terminate and be of no further force and effect without any other action by or
on behalf of Licensor or Licensee, and neither party shall have any further
claims against the other.





79
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.79.


80
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.80.


81
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.81.


31


11.3         Purchase by Nine West Retail Stores
of Scheduling Order; Wind-Down Period.





(a)           Licensor
shall have purchased all Licensed Articles as provided in its Scheduling Orders
(“Licensor Scheduling Order Inventory”) on or before expiration or termination
of this Agreement.





(b)           Within
[———-]82 of the expiration or
termination of this Agreement, Licensee shall deliver to Licensor a complete and
accurate schedule of Licensee's inventory of Licensed Articles on hand, in
process of manufacture and in transit, including without limitation, raw
materials, bulk materials, ingredients, supplies and containers in excess of the
Nine West Retail Stores Scheduling Order Inventory (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 Fully Burdened Cost of each
such item and its condition. Nine West Retail Stores thereupon shall have the
option, exercisable by notice to Licensee within [———-]83after 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 the Fully Burdened Cost of the Final
Inventory being purchased. If such purchase option should be exercised by Nine
West Retail Stores, then Licensee shall deliver to Nine West Retail Stores or
its designee all of the Final Inventory purchased by Nine West Retail Stores
within [————]84 after Nine West Retail
Stores’ said notice of exercise of its option. Nine West retail Stores shall pay
Licensee for such Final Inventory within [————]85after  delivery
of such Final Inventory.





(c)           Upon
expiration, or termination of this Agreement and so long as Licensor or its
Affiliate which operates Nine West Retail Stores has not exercised its option to
purchase the Final Inventory or any part thereof, then Licensee shall have a
[———-]86 wind-down period (the
“Wind-Down Period”) to sell the remaining Final Inventory of Licensed Articles
in Channels of Distribution and 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 during the
Wind-Down Period (collectively “the Wind-Down Inventory Amount”). All remaining
components in excess of the Wind-Down Inventory Amount shall be destroyed at
Licensee’s expense. Licensee’s distributors shall also have the right to sell
their remaining inventory of Licensed Articles during the Wind-down Period in
Channels of Distribution and to Authorized Close-Out Retailers.





82
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.82.


83
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.83.


84
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.84.


85
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.85.


86
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.86.


32





(d)           For
purposes of this Agreement, the term “Authorized Close-Out Retailers” shall mean
[———-]87, and such other
close-out retailers as are pre-approved in writing by Licensor.





(e)           Except
as otherwise specifically provided to the contrary in this Agreement, on 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.





11.4         No Consequential Damages.
Notwithstanding anything to the contrary contained in this Agreement, under no
circumstances shall either party be liable to the other 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.





ARTICLE 12 — CONFIDENTIALITY;
EXCEPTIONS; NO SECURITIES LAWS VIOLATIONS





12.1.        Confidential
Information.  Licensee agrees to maintain and to use its best
efforts to cause any Licensee Affiliate and all fillers and distributors to
maintain the confidentiality of all confidential and proprietary information
and/or data of Licensor (“Confidential Information”). Confidential Information
shall not include information that





(a)           at
the time of receipt by recipient was already known to recipient;





(b)           at
any time is received in good faith by recipient or any of its Affiliates from a
third party, which was lawfully in possession of the same and had the right to
disclose the same;





(c)           on
that as of the date of receipt by recipient is in the public domain or
subsequently enters the public domain without fault on the part of recipient or
its Affiliates; or





(d)           is
disclosed pursuant to compulsory process, or federal, state or local
governmental requirement after recipient has promptly notified the other party
of such compulsory process or governmental requirement, and such other party has
had the opportunity to obtain a protective order or confidential treatment
agreement with provisions equivalent to the provisions of this
Agreement.





12.2         Limitation on Use of Confidential
Information.  Licensee agrees that it will neither use
Confidential Information, nor circulate Confidential Information within
Licensee’s own organization, except to the extent necessary for:





(a)           Complying
with Licensee obligations under this Agreement; and





87
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.87.


33





(b).          complying
with applicable law.





12.3         Initial Press Release; Securities Law
Disclosure Obligations; No Insider Trading.





(a)           Licensor
and Licensee each acknowledge that their respective parent
companies  are publicly held companies and  subject to
reporting requirements of the United States federal securities
laws.





(b)           Licensor
acknowledges that Licensee’s parent is obligated to (i)issue a press release
promptly subsequent to the execution delivery of this Agreement (which press
release shall be reviewed and approved by Licensor prior to its release); (ii)
file with the Securities and Exchange Commission a Current Report on Form 8-K
within four (4) business days of the execution of this Agreement disclosing the
material terms of this Agreement; and (iii) file a copy of this Agreement with
the Securities and Exchange Commission.





(c)           Licensee
agrees to provide Licensor with advance notice of any material disclosure
relating to Licensor or this Agreement and Licensee’s parent will use its best
efforts to obtain confidential treatment or redaction of certain of the
financial and commercial terms of this Agreement. Notwithstanding anything to
the contrary contained in this Agreement, nothing in this Agreement shall
preclude or prohibit such disclosure as may be required by Licensee Parent under
applicable law.





(d)          Licensor
on behalf of itself and its Affiliates shall not trade in the securities of
Licensee’s parent on the basis of non-public material information.





ARTICLE
13 – MISCELLANEOUS


13.1.       No Assignment. This Agreement
is personal to Licensee, and Licensee shall not assign, sublicense or otherwise
transfer all or any portion of this Agreement or any of its rights or
obligations under this Agreement, whether voluntarily, involuntarily, by
operation of law or otherwise, including the right to distribute Articles or to
appoint any manager or agent in connection therewith, to any other Person,
without the prior written consent of Licensor, and any such attempted assignment
or other transfer without consent shall be null and void and of no
effect.  Any such attempted assignment, sublicense or other transfer
without Licensor’s consent shall constitute a material breach of this Agreement
and Licensor shall have the right to terminate this Agreement forthwith upon
written notice to Licensee.





13.2.       Notices.  Any
notice, request, demand or other communication required or permitted hereunder
shall be in writing, shall reference this Agreement and shall be deemed to be
properly given: (i) when delivered personally; (ii) when sent by facsimile, with
written confirmation of receipt by the sending facsimile machine; (iii) three
(3) business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) upon delivery by an overnight
private industry express courier, with written confirmation of
receipt.  All notices shall be sent to the following addresses: (or to
such other address or person as may be designated by a party by giving written
notice to the other party pursuant to this Section
13.2:


34





Licensor:
            Licensee:Nine
      West Development Corporation1007 Orange Street, Suite 225
              Wilmington,
      DE 19801
              Att:
      Robin Mandell
              Assistant
      Treasurer
              
              With
      a copy to:
              Jones
      Apparel Group, Inc.
              1411
      Broadway, 39th
      Floor
              New
      York, NY 10018
              Att:  Mary
      E. Belle
              President
      of Licensing
            Inter
      Parfums USA, LLC
              551
      Fifth Avenue
              New
      York, NY 10176
              Facsimile
      212.983.0654
              Att:
      Mr. Jean Madar,
              Chairman
      and Chief Executive Officer
              
              Mr.
      Russell Greenberg,
              Executive
      Vice President and Chief Financial Officer
              
              Mr.
      Henry B. “Andy” Clarke, President





13.3.      Governing Law.  Each
party expressly agrees that any and all disputes, claims or litigation between
Licensee and/or any Licensee Affiliates and Licensor or arising from or related
in any way to this Agreement shall be exclusively resolved by the courts of the
State of New York and/or any federal court of competent jurisdiction located
within the State of New York.  Licensee irrevocably and
unconditionally waives any and all objections of any type or nature, including,
without limitation, forum non
conveniens, to such jurisdiction and venue and irrevocably and
unconditionally consents to personal jurisdiction of the Supreme Court of the
State of New York, County of New York and the United States District Court for
the Southern District of New York. It is further agreed that this Agreement and
other agreements between Licensee and Licensor are entered into in New York; are
to be performed in New York; and that they shall be governed by, construed and
enforced in accordance with the laws of the State of New York, exclusive of any
choice of law rules. The United Nations Convention on Contracts for the
International Sale of Goods (1980) is specifically excluded from application to
this Agreement.





13.4       Dispute
Resolution.  Prior to instituting formal proceedings, Licensee
and Licensor shall attempt to resolve all disputes arising out of or related to
this Agreement at a meeting attended by the authorized representatives of
Licensor and Licensee.  If the parties are unable to resolve the
dispute at this meeting, the dispute shall be escalated to the executive level
within each company.  If, within [———-]88 of such escalation, the
parties are still unable to resolve the dispute, either party may initiate
formal proceedings pursuant to Section 13.3, above.





88
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.88.


35





13.5       Entire
Agreement.  This Agreement constitutes the entire agreement
between Licensor and Licensee concerning the subject matter herein, and
supersedes any and all previous oral and/or written agreements or understandings
between Licensor and Licensee related thereto.  This Agreement may be
modified only by a written amendment executed by Licensor and
Licensee.





13.6       Severability.  Any
term, requirement or provision of this Agreement that is determined to be
invalid or unenforceable will be ineffective to the extent of such determination
without invalidating the remaining terms, requirements and provisions of this
Agreement or affecting the validity or enforceability of such remaining terms,
requirements and provisions.





13.7       Force Majeure.





(a).         If
the performance of any part of this Agreement by either party (the “Interrupted
Party”) is prevented, or delayed, by reason of any, flood, riot, fire,
explosion, war, terrorist act, governmental action or inaction in response to,
or in contemplation of, a terrorist act, or any other casualty or cause beyond
the control of the Interrupted Party, and which cannot be overcome (a “Force
Majeure Event”), then the Interrupted Party shall be excused from such
performance to the extent that it is necessarily prevented, hindered or delayed
thereby, during the continuance of any such happening or event and for so long
as such event shall continue to prevent, hinder or delay such performance. This
Agreement shall be deemed suspended so long as and to the extent that any such
cause shall operate to prevent, hinder or delay the performance by the
Interrupted Party of its obligations, however, the other party, at its sole
option, shall have the right to terminate this Agreement immediately if the
Interrupted Party’s performance is suspended pursuant to this Section 13(g) for
more than [———]89.





(b).        Upon
the occurrence of a Force Majeure Event, the Interrupted Party shall, as soon as
reasonably practicable thereafter, notify the other party of the nature and
extent of any such Force Majeure Event referred to in the preceding
subparagraph.





13.7       Survival.  In
addition to the provisions of this Agreement which by their terms explicitly
provide for survival of termination or expiration of this Agreement, those terms
which by imply survival, shall survive termination or expiration of this
Agreement.





[Balance
of page intentionally left blank -





The
Signature Page(s) and Schedules to this Agreement Follow this
Page.]





89
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.89.


36


SIGNATURE
PAGE





In
Witness
Whereof, the parties hereto have
executed and delivered this instrument on the date(s) set forth
below.





NINE
      WEST DEVELOPMENT CORPORAION
            INTER
      PARFUMS USA, LLCBy:
            /s/
            By:
            /s/
      Russell Greenberg(Authorized
      Signature)
            
            (Authorized
      Signature)Name:
            
            Name:
            Russell
      Greenberg(Print
      or Type)
            
            (Print
      or Type)Title:
            
            Title:
            Executive
      Vice President and Chief Financial OfficerDate:
            July
      21, 2010
            Date:
            July
      21, 2010




37


SCHEDULES:





Schedule A - Licensed
Marks


Schedule
B - Licensed Articles


Schedule
C - Minimum Annual Royalty


Schedule
D - Minimum Net Sales


Schedule
E-1 – Approved First Tier Retailers (United States)


Schedule
E-2 – Approved Foreign Territories


Schedule
F - Form of Manufacturer’s Agreement


Schedule
G - Form of Sales Royalty Report


Schedule
H - Form of Product Approval


Schedule
I – Standards for Contractors and Suppliers


Schedule
I-2 – Form of Certificate


Schedule
J – A Form of Distribution Agreement


38




SCHEDULE A -
TRADEMARKS





Territory
              Mark
              Registration or
                Application
                Number
              Remarks[————————
              ————————
              ————————-
              ——————————90







90
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.90.


39


SCHEDULE B - LICENSED
ARTICLES





Fragrances(Perfume, Eau de
Perfume, Eau de toilette, cologne) for women and unisex, as well as their
corresponding ancillaries (shower gel, body lotion, body cream, body spray,
soap, shaving products, deodorant)





Cosmetics*(blushers, eye makeup,
face powders, lipsticks, colored lip balms and lip glosses, makeup bases), nail
color (nail polish).





*Subject
to the restrictions set forth in Article 1.1(e)-(g).


40


SCHEDULE C - MINIMUM ANNUAL
ROYALTY





ANNUAL
      PERIOD
              
              END
      OF ANNUAL
                PERIOD
              
              AMOUNT
      OF MINIMUM ANUAL
                ROYALTYInitial
      TermFirst
              
              12/31/2011
              
              NoneSecond
              
              12/31/2012
              
              [$———-Third
              
              12/31/2013
              
              $———-Fourth
              
              12/31/2014
              
              $———-Fifth
              
              12/31/2015
              
              $———-Sixth
              
              12/31/2016
              
              $———-]91First
      Renewal TermSeventh
              
              12/31/2017
              
              [———-]92 of Minimum Net
      Sales Determined from Schedule DEighth
              
              12/31/2018
              
              [———-]93  of
      Minimum Net Sales Determined from Schedule DNinth
              
              12/31/2019
              
              [———-]94  of
      Minimum Net Sales Determined from Schedule DSecond
      Renewal TermTenth
              
              12/31/2020
              
              [———-]95  of
      Minimum Net Sales Determined from Schedule DEleventh
              
              12/31/2021
              
              [———-]96 of Minimum Net
      Sales Determined from Schedule DTwelfth
              
              12/31/2022
              
              [———-97 of Minimum
      Net Sales Determined from Schedule
D





91
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.91.


92
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.92.


93
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.93.


94
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.94.


95
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.95.


96
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.96.


97
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.97.


41


SCHEDULE D - MINIMUM NET
SALES





ANNUAL
      PERIOD
              
              END
      OF ANNUAL
                PERIOD
              
              AMOUNT
      OF MINIMUM NET SALESInitial
      TermFirst
              
              12/31/2011
              
              NoneSecond
              
              12/31/2012
              
              [$———-Third
              
              12/31/2013
              
              $———-Fourth
              
              12/31/2014
              
              $———-Fifth
              
              12/31/2015
              
              $———-Sixth
              
              12/31/2016
              
              $———-]98First
      Renewal TermSeventh
              
              12/31/2017
              
              Greater
      of [———-]99 of the Minimum Net
      Sales or [———-]100 of Net Sales for
      the immediately preceding Annual PeriodEighth
              
              12/31/2018
              
              Greater
      of [———-]101  of the
      Minimum Net Sales or [———-]102 of Net Sales
      for the immediately preceding Annual PeriodNinth
              
              12/31/2019
              
              Greater
      of [———-]103 of the
      Minimum Net Sales or [———-]104 of Net Sales
      for the immediately preceding Annual PeriodSecond
      Renewal TermTenth
              
              12/31/2020
              
              Greater
      of [———-]105 of the
      Minimum Net Sales or [———]106  of Net
      Sales for the immediately preceding Annual PeriodEleventh
              
              12/31/2021
              
              Greater
      of [———-]107 of the
      Minimum Net Sales or [———-]108 of Net Sales for
      the immediately preceding Annual PeriodTwelfth
              
              12/31/2022
              
              Greater
      of [———-]109 of the
      Minimum Net Sales or [———-]110 of Net Sales for
      the immediately preceding Annual
Period







98
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.98.


99
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.99.


100
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.100.


101
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.101.


102
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.102.


103
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.103.


104
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.104.


105
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.105.


106
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.106.


107
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.107.


108
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.108.


109
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.109.


110
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.110.


42


SCHEDULE E-1 – APPROVED
FIRST TIER RETAILERS (UNITED STATES)





[---------]111





111




43




SCHEDULE E-2 – APPROVED
FOREIGN TERRITORIES




[------------------------------------------------------      
------------------------------------------------------]112





112
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.112.


44


SCHEDULE
F





MANUFACTURER'S
AGREEMENT





Reference is made to the License
Agreement by and between  ("Licensor")
and 
("Licensee") dated ___________ 20__ (the "License Agreement").





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 Articles 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 Articles utilizing the Licensed Marks by the
undersigned Manufacturer, Manufacturer hereby agrees:





1.           Manufacturer
will not manufacture or ship the Licensed Articles 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 Articles utilizing the
Licensed Marks;





3.           Manufacturer
will not manufacture merchandise utilizing the Licensed Marks and/or Licensed
Marks, other than the Licensed Articles; in no event shall Manufacturer sell
Licensed Articles (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 Articles;





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


45





6.           Manufacturer
will comply with all laws and regulations applicable to the manufacture of
Licensed Articles 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 Articles 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 Articles and/or reproduce the Licensed Marks
(collectively the “Manufacturing Tools”) to the extent they are owned by
Licensee, as well as any Licensed Articles 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 designee
upon such price and terms as may be agreed between Manufacturer and Licensee 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 Articles; 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 Articles and/or the License
Agreement.





Dated as
of , 20 __.





Licensee
                            
                            MANUFACTURERBy:
                            
                            
                            By:Title:
                            
                            
                            Title:Date:
                            
                            
                            Date:


46





AGREED
      TO AND ACCEPTED:LicensorBy:Title:Date:




47


SCHEDULE G
—  STATEMENT OF SALES ROYALTIES




To:         ________


_________


_________





Period
covered by this report:   ___/___/___
to  ___/___/___





Licensee’s
name:  INTER PARFUMS USA, LLC





Description/SKU
                                                            Units
                                                              Sold
      (Number)
                                                            Selling
                                                              Price($)
                                                            Gross
      SalesTotal
      Gross Sales
                                                            
                                                            
                                                            $____________Less:Discounts
                                                            $____________AllowancesRebatesHandling
      feesStocking
      feesSlotting
      feesDamagesShortagesFreight
      and delivery charges (prepaid)Taxes
      (including VAT)Bona
      fide returnsTotal
      Deductions from gross sales
                                                            $____________Total
      Net Sales
                                                            $____________Sales
      Royalty @ [———-]113
                                                            $____________




I certify
that the above is accurate in all material respects and in accordance with the
License Agreement with
Licensor dated  ________.





By:  _________________
            _____Print
      Name and Title
            Date





113
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.113.


48




SCHEDULE
H





PRODUCT APPROVAL
FORM


******************************************************************************


FOR
APPROPRIATE MATERIALS Licensee CAN ALSO SUBMIT APPROVAL REQUEST  BY
EMAIL AND Licensor APPROVAL  BY RETURN EMAIL


******************************************************************************





1.           Licensor
Name:


Date
Submitted:   __________  ____  20___


Submitted
by: ____________________________





2.           Please
choose the type of product and stage of development:





ITEM
              DESCRIPTIONProductP.O.PPackagingPromotional
      MaterialsAdvertisingWebsite
      Art/ContentOther





DEVELOPMENT
      STAGE
                CHECK
      ONEConcept/Preliminary
      ArtColor
      CompFinal
      ArtMechanicalPrototype/Pre-production
      SampleProduction
      Sample/Final Approval





3.           To
be completed by Licensor





○
            Approved
      as is





○
            Approved
      with changes.  See
comments





○
            Resubmit
      with corrections.  See
comments





○
            Not
      approved.  See
comments


49




COMMENTS:




Licensor
      Signature
                  Date


50


SCHEDULE
I





STANDARDS FOR CONTRACTORS
AND SUPPLIERS





Jones
Apparel Group, Inc. (“Jones”) and its wholly owned subsidiaries are committed to
legal compliance and ethical business practices in all of our operations
worldwide.  We choose suppliers and contractors who we believe share
that commitment. We require our suppliers and contractors to comply with all
applicable laws and regulations of the country, or countries, in which they are
conducting business.  . Our standards are summarized as follows and
are applicable to Contractors and Subcontractors/Suppliers as defined in this
Agreement:





Child
Labor


Contractors
and suppliers must not use child labor, defined as workers under the age of 14,
or higher if the country of manufacture requires compulsory education beyond 14
years of age.





Wages/Benefits


Employees
must be compensated for all hours worked, at rates that meet the national
minimum standards or local industry standards, whichever is
higher.  Overtime must be compensated at legally mandated rates, or at
a rate at least equal to the regular hourly wage.  Employees must be
provided all legally mandated benefits.





Working
Hours/Day Off


On a
regular basis, employees shall not be required to work more than the lesser of
60 hours per week, including overtime, or the amount specified by the applicable
labor code.  Workers shall have at least one day of rest in every
seven.





Forced
& Migrant Labor


Our
contractors and suppliers must not utilize forced labor, prison labor or other
compulsory labor, or purchase materials from suppliers using forced labor,
prison labor or other compulsory labor.





Contractors
and suppliers using migrant labor must ensure that these workers are treated
fairly and on an equal basis with the local workforce.  Suppliers
shall ensure all original travel and identification documents remain with the
workers, and ensure workers have secure individual storage to safely maintain
those documents during the time of their employment.





Health
& Safety – Workplace and Housing


Contractors
and suppliers shall comply with all applicable laws and regulations regarding
working conditions and shall provide workers with a safe and healthy
environment, including any company-provided living quarters or domestic
facilities.  All required health and  safety permits shall
be obtained and their operational and reporting requirements followed. Suppliers
shall identify and assess potential emergency situations in the workplace and
any company-provided facilities and minimize their potential impact by
implementing emergency plans and response procedures. Suppliers shall provide
workers with access to first aid, health and safety information and hazard
information to educate, inform, train and protect workers from workplace
hazards.


51


Contractors
and suppliers shall protect workers from overexposure to chemical, biological,
physical hazards including noise and stress, and physically demanding tasks in
the workplace.





Environment


Suppliers
and contractors shall comply with applicable laws and regulations regarding the
protection and preservation of the environment and take appropriate actions to
reduce adverse impacts on human health and the environment. All required
environmental permits shall be obtained and their operational and reporting
requirements followed. Suppliers shall have in place systems to ensure the safe
delivery, handling, movement, storage, recycling, reuse or management of
materials, liquids, waste, air emissions and wastewater discharges.  Any
materials, liquids, waste, wastewater or emissions with the potential to
adversely impact human or environmental health shall be appropriately managed,
controlled and/or treated prior to release into the environment. Energy
efficiency, resource conservation and waste minimization and recycling should be
implemented during the product lifecycle, packaging and transportation stages.
Suppliers shall have programs in place for the safe storage and handling of
chemicals, as well as to prevent or mitigate catastrophic releases of
chemicals.





Product
Safety


Contractors
and suppliers are required to comply with consumer product safety standards and
requirements under laws administered by the Consumer Products Safety Commission.
and with the Jones Restricted Substances Policy (attached as Appendix A). In
addition, contractors and suppliers and are expected to eliminate unnecessary
hazardous substances in the production process.





Discrimination


Contractors
and suppliers must not discriminate against employees or potential employees in
employment practices, including hiring, wages, benefits, advancement,
disciplinary procedures, termination or retirement, on the basis of gender,
race, religion, age, disability, nationality, political opinion, sexual
orientation, ethnic origin, maternity or marital status.





Disciplinary
Practices


Jones
will not utilize contractors or suppliers who use corporal punishment or any
form of mental or physical coercion or harassment.





Freedom
of Association


Employees
should be free to join organizations of their own choice. Employees should not
be subject to intimidation or harassment in the exercise of their right to join
(or to refrain from joining) any organization.  Where the right to
freedom of association and collective bargaining is restricted under law, the
employer should take steps to create an open means of communication for
employees to discuss issues and express concerns in a positive
environment.


52





Customs
and Security


Contractors
and suppliers shall adhere to the Security Standard established by Jones based
on our participation in the U.S. Customs initiative CTPAT (Customs Trade
Partnership Against Terrorism). Contractors and suppliers must respect all
applicable laws regarding the importation and trans-shipment of merchandise into
the United States.





Subcontracting


Contractors
and suppliers may not subcontract any operation in the manufacturing process
without prior written consent from Jones.  Any approved subcontractor
must implement and adhere to Jones’ Standards.





Management
Systems


Suppliers
shall use a management system consisting of processes and procedures, allocate
appropriate resources to ensure that the factory can adequately address all
tasks, and ensure compliance with the specific requirements and spirit of Jones’
Standards.  Suppliers are expected to continually improve by
identifying key aspects of the operation with risks/consequences, setting
performance objectives, executing implementation plans, scheduling reviews and
assessments on a regular basis, and taking necessary corrective actions for
deficiencies identified by internal or external assessments, inspections and
reviews.


Inspections: Record Keeping
by Contractor-Supplier/Verification by Jones


In order
for Jones to monitor compliance with these standards:


1.
            Contractors
      and suppliers must permit representatives of Jones complete and free
      access to employees, the workplace and worker housing (where applicable)
      at any time, whether or not notice is provided in advance;
    and


2.
            Contractors
      and suppliers must keep and maintain thorough records of employment
      actions, hours worked, wages paid, charges to workers for housing and
      meals (where applicable), and other relevant records.  All such
      records must be made available to representatives of Jones promptly upon
      request.





Restricted
Substances Policy


All
product supplied to Jones shall comply with all international directives, laws,
and regulations that restrict the type and concentration of potentially
hazardous substances in products and packaging, as outlined on the Jones Apparel
Group Restricted Substances Policy.


53





EXHIBIT I - APPENDIX
A





RESTRICTED SUBSTANCES
POLICY





Jones
Apparel Group (“Jones”) is committed to assuring that all of the materials in
its products are safe. Therefore, Jones has established a Restricted Substances
Policy that mandates compliance with the AAFA Restricted Substances List**,
which summarizes all international directives, laws, and regulations that
restrict the type and concentration of potentially hazardous substances in
products and packaging. Compliance with the Jones Restricted Substances Policy
by our business partners is a pre-requisite for doing business with Jones. The
Jones Restricted Substances Policy shall apply to Licensee and its Contractors
and Subcontractors/Suppliers to the extent applicable to fragrances, cosmetics
and Licensed Products.





Scope: All Factories,
Materials Suppliers ("Suppliers") and Licensees must adhere to this Restricted
Substances Policy. To this end, all materials, components and finished product
must comply with:


1.
              All
      international directives, laws, and regulations that ban or restrict the
      concentration of potentially hazardous substances in products and
      packaging. Future laws and restrictions are to be immediately incorporated
      by reference into this
policy.


2.
              The
      AAFA List of Restricted Substances (RSL)**. This document specifies
      restrictions on substances and materials that may be used in the
      manufacture of Jones products. It is applicable to all products,
      materials, chemicals, components and other things of value supplied for
      use in Jones products. The AAFA RSL** incorporates current legal
      restrictions in major markets. Updates to the RSL will be distributed to
      all business partners and are to be immediately incorporated by reference
      into this policy.





Responsibilities: We expect
our business partners to implement best practices to ensure that materials and
products supplied to Jones are in full compliance with the AAFA RSL** and are
fully compliant with all international directives, laws, and regulations that
ban or restrict the concentration of potentially hazardous substances in
products and packaging. At a minimum, Factories, Suppliers and Licensees must
acknowledge receipt of the Jones Restricted Substances Policy and commit to
following strictly the provisions of this Policy by signing the Jones Standards
for Contractors and Suppliers. Further, they must certify that all products,
materials, components and other things of value supplied to Jones comply with
the prohibitions, limitations and other provisions of this Policy. Additional
responsibilities of our business partners are described
herein.





**The AAFA RSL uses a lead limit of 100ppm, the
permissible lead limit for Denmark. For Jones’ purposes, the acceptable lead
limit will be 200ppm, until further notice. All other limits must comply with
the limits published in the AAFA RSL, a copy of which is attached hereto and
made part hereof.


54


Factory
Responsibilities


·
              Certify
      acceptance of the Jones RS Policy by signing the Jones Standards for
      Contractors and Suppliers


·
              Implement
      best practices to comply with the Jones RS
  Policy


·
              Include
      RS Statement of Compliance with all import documents submitted for each
      Purchase Order


·
              Assure
      RS Statement of Compliance is on all Supplier
  Invoices


·
              Assure
      that Supplier RS Test Results are received for all materials and
      components prior to production, and maintain results for 3
      years.


·
              Assure
      that all RS Test Results are current and updated as
    necessary.


·
              Identify
      an individual who will serve as contact for RS Compliance. This person
      must be capable of making decisions, addressing questions and responding
      to issues raised by Jones.


·
              Accept
      liability and make restitution for all loss and damage suffered by Jones
      as a result of non-compliance with this
Policy.





Supplier
Responsibilities


·
              Certify
      acceptance of the Jones RS Policy by signing the Jones Standards for
      Contractors and Suppliers.


·
              Implement
      best practices to comply with the Jones RS
  Policy.


·
              Conduct
      RS testing of all material prior to production. RS Testing to be conducted
      at Supplier expense by an approved Test Facility unless in-house testing
      by Supplier is explicitly approved in writing by Jones. RS Test Results
      shall be good for 18 months if there are no production or material changes
      and no RS compliance
problems.


·
              Maintain
      RS Test Results on file for 3
years.


·
              Submit
      copy of RS Test Results to Factory with each shipment of
      product.


·
              Place
      RS Statement of Compliance on all
invoices.


·
              Identify
      an individual who will serve as contact for RS Compliance. This person
      must be capable of making decisions, addressing questions and responding
      to issues raised by Jones.


·
              Accept
      liability and make restitution for all loss and damage suffered by Jones
      as a result of non-compliance with this
Policy.





Licensee
Responsibilities


·
              Certify
      acceptance of the Jones RS Policy by signing the Jones Standards for
      Contractors and Suppliers.


·
              Implement
      best practices to comply with the Jones RS
  Policy.


·
              Conduct
      RS testing of all products at an approved Test Lab unless explicitly
      exempted, in writing, from such testing by Jones. All RS Testing to be
      conducted at Licensee
expense.


·
              Maintain
      RS Test Results on file for 3
years.


·
              Place
      RS Statement of Compliance on all
invoices.


55


·
              Identify
      an individual who will serve as contact for RS Compliance. This person
      must be capable of making decisions, addressing questions and responding
      to issues raised by Jones.


·
              Accept
      liability and make restitution for all loss and damage suffered by Jones
      as a result of non-compliance with this
Policy.


·
              Notify
      Jones in writing immediately upon becoming aware of any RS Policy
      noncompliance in any licensed product distributed for sale and, at
      Licensee's expense, conduct all investigations, file all reports and
      conduct all recalls that are necessary or appropriate under applicable
      legal requirements, keeping Jones fully apprised of
  same.





Restricted
Substances


Substances
on the RSL shall not be intentionally added to materials used in Jones product,
or in the case of ozone depleting substances, used in the process of
manufacturing Jones product. The RSL includes substances, limits and test
methods and will be updated on an as needed basis. In addition, business
partners supplying packaging, packaging components or packaged retail-ready
products must certify compliance with the toxics in packaging laws by signing
the Reduction of Toxics in Packaging Certificate of Compliance. While Jones has
attempted to include known restrictions in all major markets, business partners
are solely responsible for delivering products and materials that are fully
compliant with all international directives, laws and regulations that restrict
the type and concentration of potentially hazardous substances. Jones does not,
by its provision of this Policy, assume any responsibility for compliance by any
business partner.





Testing


Suppliers
must conduct testing for component parts or materials supplied to Jones. Test
results must be conveyed to the factory with all shipments.  Results
are valid for 18 months unless there is a change in source or
production.





Non-Compliance
and Corrective Action


Jones
reserves the right to spot test products to ensure compliance with the RS
Policy. Jones will assume the cost of these tests, unless a product is found to
be in violation of the Policy. If testing determines a product to be in
violation of the policy, the cost of the testing will be charged back to the
manufacturing factory.  In addition, if it is determined the product
cannot be sold, the factory will assume the cost of the transportation and
destruction of the goods, as well as reimburse Jones for the retail value of the
goods in violation. Any penalties, damages or losses incurred by Jones as a
result of the non-compliance with this policy will be the sole responsibility of
the non-compliant party, including the costs of any product recalls or
litigation.





If Jones
determines that a product or material does not conform to the terms of this
policy, the non-compliant party agrees to the following:


1.
              Begin
      an investigation into the cause and extent of the
      non-conformity.


2.
              Undertake
      corrective action, as approved by
Jones.


56


3.
              Jones
      will take any steps required to ensure that the corrective action has
      successfully addressed the
non-conformity.





See
the attached American Apparel & Footwear Association Restricted Substance
List.


57









SCHEDULE
I-2





FORM OF
CERTIFICATE





CERTIFICATE





The
undersigned Licensee hereby certifies to Jones Investment Co. Inc. (“Licensor”)
that, in accordance with the provisions of Section 3.3 of the License Agreement
dated as of ________________, 20__ between Licensor and Licensee, as amended,
with respect to the year commencing January 1, 20__ and ending December 31,
20__:





2.
            Capitalized
      terms used herein shall have the same meanings as those set in the License
      Agreement unless otherwise expressly defined
  herein.





3.
            Licensee
      has provided a copy of Licensor’s current Standards for Contractors and
      Suppliers (in substantially the same form and substance as Exhibit 1
      attached hereto and as may be translated or amended by Licensor from time
      to time, the “Standards”) to
      Contractors;





4.    All
Licensed Articles have been manufactured  sold, distributed, marketed,
advertised, promoted, labeled, packaged and imported into the Territory by
Licensee in all material respects in accordance with all applicable foreign and
United States laws, rules and regulations and the practices and policies of
Licensor relating thereto, including those with respect to fair remuneration for
work, health and safety conditions in the work environment, environmental
conditions and social protection of workers, all as more fully stated in the
Standards;





5.    Licensee
has made all permitted Contractors, used in the filling, production or
manufacture of Licensed Articles aware in writing that:  (i) they are
expected to adhere to all of the same high standards with regard to Articles and
the Licensed Mark to which Licensee is held; (ii) Licensor is the true and
lawful owner of the Licensed Mark and all applications or registrations
therefor; and (iii) Licensee’s authority to use the Licensed Mark derives solely
from and subject to the terms and conditions of this Agreement; and





Licensee
has monitored and hereby confirms the compliance of its Contractors with the
Standards.





IN
WITNESS WHEREOF, Licensee has caused this Certificate to be executed on its
behalf by a duly authorized officer of Licensee.





[NAME
      OF LICENSEE]By:Title:Date:




1


SCHEDULE
J - DISTRIBUTION AGREEMENT





THIS DISTRIBUTION AGREEMENT (the
"Agreement") is
entered into as of the Effective Date between:





(1)        Inter
Parfums USA, LLC, a New York limited liability company (the “Company”);
and





(2)        THE
DISTRIBUTOR ("Distributor")
described on Schedule A
hereto.





WHEREAS,
Company desires to retain Distributor, and Distributor desires to be retained,
as a distributor for the Products in the Territory, all on the terms and
conditions set forth in this Agreement.





THE
PARTIES HEREBY AGREE AS FOLLOWS:





1.
            DEFINITIONS.




In this Agreement, including the
Schedules hereto, the following words and expressions shall have the following
meanings:




"Affiliate" shall mean
any corporation or other business entity controlled by, controlling of, or under
common control with a Party (as hereinafter defined). For this purpose,
"control" of any corporation or other business entity shall include but not be
limited to direct or indirect beneficial ownership of at least fifty (50%)
percent of the voting interests of such corporation or other business entity, or
such other relationship that constitutes actual control of such corporation or
other business entity.




“Authorized Retailers”
shall consist of the following First Tier Retailers, as hereinafter defined.
First Tier Retailers shall mean those first-line, high-quality department
stores, specialty retail stores and fragrance/cosmetic specialty retail stores
in the Territory, which, based upon their locations, merchandising and overall
operations are consistent with the high quality of the Licensed Articles and the
reputation, image and prestige of the Licensed Mark. Such high-quality retail
stores shall include, but not be limited to, those that sell any one (1) of the
three (3) following brands: [———-]114. First Tier Retailers,
which meet the criteria above, are subject to the prior written approval of
Licensor. A list of pre-approved First Tier Retailers is set forth in Schedule
D_ annexed hereto.





First
Tier Retailers shall also include international duty free stores, prestige
fragrance perfumeries, U.S. Military Bases, or other regular priced stores where
prestige fragrances are sold with comparable reputation, image and prestige.
First Tier retailers, which meet the criteria above, are subject to the prior
written approval of Licensor.





114
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.114.


1





In
addition, Authorized
Retailers shall also include Second Tier Retailers, which is defined to
mean those retailers below the reputation, image and prestige of the First Tier
Retailers, but above deep discount mass market and club stores or outlets such
as Wal-Mart. Distributor shall obtain the prior written approval of Licensor for
each Second Tier Retailer prior to selling to any Second Tier Retailers. In no
event shall Distributor make any sales to wholesalers, jobbers or diverters,
factory outlet stores, warehouse clubs, swap meets, flea markets, kiosks or
similar sales outlets, and, unless otherwise authorized in advance and in
writing by Company and Licensor, the Internet or other electronic channels of
distribution, such as interactive.





Authorized Retailers shall also include
“E-tailers” (as such term is hereinafter defined) pre-approved in writing by
Licensor, which will promote the availability of the Licensed Articles via such
E-tailers’ E-commerce Web sites and which will fulfill orders for the Licensed
Articles placed through such E-commerce Web Sites. “E-tailers” shall mean any
entity engaged in the legal promotion and sale of the Licensed Articles whose
primary means of promotion, sale or distribution of the Licensed Articles is via
an E-Commerce Web Site, which have a comparable reputation, image and prestige
of First Tier Retailers.





"Calendar Quarter"
shall mean a period of three (3) consecutive calendar months commencing on
January 1, April 1, July 1 or October 1 of any Calendar Year.




“Company Materials”
include, but are not limited to, computers, computer software, computer disks,
tapes, printouts, source, HTML and other code, flowcharts, schematics, designs,
graphics, drawings, photographs, charts, graphs, notebooks, customer lists,
sound recordings, other tangible or intangible manifestation of content, and all
other documents whether printed, typewritten, handwritten, electronic, or stored
on computer disks, tapes, hard drives, or any other tangible medium, as well as
samples, prototypes, models, products, and the like, if any, that Distributor
has received from Company hereunder, as well as, any and all analyses, studies
or other documents prepared by Distributor or its Affiliates in connection with
the Evaluation. All Company Materials shall remain the exclusive property of
Company.





"Confidential
Information" shall include, but not be limited to, information relating
to Company’s business affairs, proprietary technology, trade secrets, patented
processes, research and development data, know-how, market studies and
forecasts, competitive analyses, pricing policies, employee lists, employment
agreements, personnel policies, the substance of agreements with customers,
suppliers and others, marketing arrangements, customer lists, commercial
arrangements, financial statements, financial condition, results of operations,
financial projections, Company Materials or any other information relating to
Company’s business, that is not generally known to the public or to actual or
potential competitors of Company (other than through a breach of this
Agreement), which are disclosed to Distributor by Company, orally or in writing,
together with any and all analyses, consultations, studies, or other documents
prepared by Distributor or its Affiliates  with the exception of
solely the following:




(a)           information
that at the time of receipt by Distributor was already known to
Distributor;


2





(b)           information
that at any time is received in good faith by Distributor or any of its
Affiliates from a third party, which was lawfully in possession of the same and
had the right to disclose the same; and





(c)           information
that as of the date of receipt by Distributor is in the public domain or
subsequently enters the public domain without fault on the part of Distributor
or its Affiliates; or





(d)           is
disclosed pursuant to compulsory process, or federal, state or local
governmental requirement after Distributor has promptly notified Company of such
compulsory process or governmental requirement, and Company has had the
opportunity to obtain a protective order or confidential treatment agreement
with provisions equivalent to the provisions of this Agreement;





and it is
expressly understood that the burden of proof to establish any and all of the
aforementioned exceptions from confidential treatment shall be upon Distributor
and shall be evidenced solely by the written records of
Distributor.





“Contract Year” shall
mean the twelve (12) month period beginning on January 1 and ending on December
31, except for the first Contract Year, which shall mean the period beginning
from the Effective Date and ending on December 31.





"Effective Date" has
the meaning given to such term onSchedule A
hereto.




“License Agreement”
has the meaning given to such term onSchedule A
hereto.





"Licensed Articles"
means the Products bearing the Licensed Mark.





"Licensed
Mark"  shall mean the Trademark, as hereinafter
defined.





“Licensor” has the
meaning given to such term onSchedule A hereto.





“Licensor’s Foreign
Licensees” shall mean those non-United States retail stores, whether
stand alone or leased, which are owned, operated, or leased by Licensor’s
Licensees.





"Minimum Purchase
Level" means the EX-FACTORY value of Products that must be purchased and
paid for annually by Distributor from Company,  as set forth on Schedule B.




"Party" means Company
or Distributor, and "Parties" means
Company and Distributor.




"Price List" shall
mean Company's price list to be provided to Distributor, as revised by Company
at any time and from time to time in Company's sole discretion.




"Product" or "Products" means one,
several, or all of the products listed on Schedule A, including any
subsequent versions of such Products.


3


"Purchase Order" shall
mean a firm order from Distributor specifying the amount of each Product to be
purchased by and delivered to Distributor.




"RGA Procedure" means
the returned goods authorization (RGA) procedure specified in Schedule C, as revised by
Company from time to time pursuant to this Agreement.




"Sample(s)" shall mean
a Product to be provided to a potential purchaser for use in evaluating the
performance of the Product.




“Scheduling
Order”
shall have the meaning given to such term in Section 3.6
hereof.




"Term" has the meaning
given to such term on Schedule
A hereto.




"Territory" has the
meaning given to such term onSchedule A hereto.




"Tester" shall mean a
Product provided by Company to Distributor for use in demonstrating the features
and benefits of the Product to potential purchasers.




"Third Party" shall
mean any person or entity that is not a Party or an Affiliate of a
Party.




“Trademarks” shall
have the meaning given to such term onSchedule A
hereof.





2.
            DISTRIBUTOR
      APPOINTMENT.




2.1           Appointment.  Subject
to the terms and conditions set out in this Agreement and the Schedules attached
hereto, including but not limited to, Article 2 of this Agreement, as of the
Effective Date, Company hereby appoints Distributor, and Distributor accepts
appointment, as an exclusive distributor of the Products in the Territory, with
the right to commercially distribute the Products in the Territory, including
all activities ancillary thereto (including, without limitation, warehousing,
order entry, shipping, billing and collection, promotional, advertising,
marketing, and sales activities). Distributor shall not appoint or use
sub-distributors in the Territory.




2.2           Distribution
Efforts.  During the Term of this Agreement, Distributor shall
use its best efforts to promote, market, distribute, and sell the Products in
the Territory.  Distributor's efforts to promote, market, distribute,
and sell the Products in the Territory shall be at least commensurate with those
efforts of Distributor used to promote, market, and distribute its own products
or the products of other manufacturers for which Distributor acts as a
distributor, reseller, sales representative, or sales agent of a similar
nature.


4


2.3           Exclusive
Right.    Except as otherwise provided in this
Article 2 hereof, Distributor's right to promote, market, distribute, and sell
the Products shall be exclusive. Company reserves the right to appoint other
authorized distributors or resellers outside the Territory without restriction
of any type or nature. Distributor shall not directly or indirectly promote,
market, distribute, or sell the Products, either through Distributor's website
or otherwise, to (a) any Third Parties that are located outside the Territory or
(b) any Third Party that Distributor understands or reasonably expects will
promote, market, distribute, or sell the Products, directly or indirectly, to
any Third Parties that are located outside the Territory.  Distributor
shall use commercially reasonable efforts to ensure that Products sold within
the Territory are not used or resold outside the Territory.  If
Distributor discovers that Products sold by Distributor to a Third Party are
being used or resold outside the Territory, then Distributor shall discontinue
sales of Products to such Third Party until such time as such Third Party
discontinues using or reselling Products outside the Territory.




2.4           Distribution and
Sale. Notwithstanding anything to the contrary contained in this
Agreement, Distributor shall distribute and sell the Products solely to
Authorized Retailers within the Territory, and Licensor’s Foreign Licensees
within the Territory, if any.




2.5           Licensor’s Foreign Licensees
in the Territory.  Distributor shall sell Licensed Articles to
Licensor’s Foreign Licensees at a price to be negotiated by the parties but
which shall not exceed the most favorable price offered for Licensed Articles
(including any trade discount(s) or other discounts or gross margin percentage
equivalent benefit) in the Territory, and shall use reasonable commercial best
efforts to communicate with Licensor’s Foreign Licensees with respect to
marketing and distribution programs in their respective territories. Distributor
agrees that, with respect to sales of Licensed Articles outside the United
States, sales priority will be given to those (i) Nine West Retail Stores owned
or operated by Licensor’s Foreign Licensees in the Territory and (ii) department
store customers of Licensor’s Foreign Licensees set forth in Schedule D, annexed hereto.
Distributor further agrees that it will use its best efforts to fully
communicate with the Licensor’s Foreign Licensees in connection with
Distributor’s activities in the Territory. Authorization for Distributor to make
sales to additional accounts in the Territory shall be requested by Distributor
in advance and subject to the prior written approval of
Licensor.




2.6           Limited Sales by Company
into Territory.





(a)           Notwithstanding
anything to the contrary contained in this Agreement, but except for those
countries in which there is a Licensor’s Foreign Licensee, Company shall have
the right to enter into one or more agreements (each a “Limited Exclusive Retail
Agreement”) with one (1) or more retailers in the Territory, such as, but not
limited to, Sephora (“Exclusive Retailers”)  for the exclusive
distribution of certain Products, as determined in the discretion of Company, in
the Territory for sale at retail locations and venues owned or managed by such
Exclusive Retailer or its affiliates (“Exclusive Retail Locations”). In
consideration of such exception to the exclusive nature of this Agreement,
Company agrees to pay Distributor [———-]115 of the amount of
“Company’s Net Sales to Exclusive Retailers in Territory” (as hereinafter
defined) on a quarterly basis within the later of ninety (90) days following the
end of a calendar quarter or forty-five (45) days after Company has received
reports from such Exclusive Retailer which provides such Exclusive Retailer’s
allocation of Product shipped into the Territory for the applicable period. The
amounts payable to Distributor hereunder are subject to adjustment and
recoupment from time to time based upon a reallocation of Product from or into
the Territory by such Exclusive Retailer.





115
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.142.115.


5





(b)         For
purposes of this Agreement the term “Company’s Net Sales to Exclusive Retailer
in Territory” shall mean the invoice amount billed to such Exclusive Retailer
for Products shipped or delivered by or on behalf of Company to such Exclusive
Retailer, but solely to the extent such Products are allocated and shipped into
the Territory by such Exclusive Retailer for resale in the Territory, less
Product returns accepted by Company, and as may be adjusted from time to time
based upon a reallocation of Product from or into the Territory by such
Exclusive Retailer.  Company’s Net Sales to Exclusive Retailers in
Territory shall not include testers, samples or miniatures of Products or other
promotional material and non-retail items sold, if any, to such Exclusive
Retailer.





(c)         In
order to assist with the launch and then sale of such Products at such Exclusive
Retail Locations, Distributor agrees to oversee and manage merchandising and
launch of such Products in such Exclusive Retail Locations.




2.7         Limitations on
Sales.Products shall not be sold
as a “discount” brand or in a “discount environment,” and Products shall not be
sold as promotional items.




3.
            ORDERS, DELIVERIES,
      AND FORECASTS.




3.1         Purchase
Orders.  Each Purchase Order for Products shall be governed by
the terms of this Agreement, and notwithstanding anything to the contrary
contained in a Purchase Order, none of the provisions of such Purchase Order
shall be applicable except those specifying quantity ordered, delivery dates,
special shipping instructions, and invoice information.  PurchaseOrders shall be
submitted to Company using such method as Company shall specify and in
accordance with such procedures as Company may specify from time to time. A
Purchase Order shall not be binding upon Company unless and until accepted by
Company in writing or by Company shipment of the Products in accordance with the
Purchase Order.  Partial shipments may be made at the discretion of
Company No partial shipment of an order shall constitute the acceptance of the
entire order, absent the written acceptance of such entire order. Company shall
use commercially reasonable efforts to produce and deliver to Distributor the
quantities of Products specified in a Purchase Order; however, Company shall not
be liable for any damages resulting from its failure to deliver such Products,
even if Company has been advised of the possibility of such damages. Distributor
acknowledges that Company is not obligated to meet all of Distributor's demands
for any Product.


6


3.2         Delivery and
Shipment.  Company shall deliver all Products EXW EX WORKS Dayton New Jersey Company
Distribution Center Incoterms 2000. Title and risk of loss shall pass to
Distributor at such time that the Product is loaded onto a common
carrier.  Shipment shall be via such common carrier. Specific written
routing instructions shall be included by Distributor in the Purchase Order.
Distributor shall be responsible for all shipping costs. Anticipated shipment
dates shall be as specified in the Purchase Order. Company shall use its
commercially reasonable efforts to meet anticipated shipment dates; however,
Company shall not be liable for any damages resulting from its failure to meet
such shipment dates, even if Company has been advised of the possibility of such
damages.




3.3         Inspection of
Products.  Distributor shall inspect Products within seven (7)
business days after their delivery and shall immediately notify the carrier in
writing of any damage, shortages, defects, or failure of Products to conform to
the Purchase Order as accepted by Company. Products shall be deemed accepted if
not properly rejected within seven (7) business days after receipt by
Distributor or, if earlier, upon shipment by Distributor to purchasers. If
Distributor so notifies Company, then Company shall, at Company's choice,
replace the damaged or defective Product or make up the shortage if replacement
stock is available in the next shipment of Product, or if no replacement stock
is available, as soon as possible after receiving such notice, at no additional
cost to Distributor. Upon Company's request and at its expense, Distributor
shall return to Company all Products that Distributor believes are damaged,
defective, or do not otherwise conform to the Purchase Order as accepted by
Company. Returns by Distributor to Company of Products shall be governed by the
RGA Procedure and Company's policies as announced from time to
time.  Distributor shall not sell any Products found or claimed to be
damaged, outdated, or defective.  Distributor shall send Company an
itemized list of Products returned to Company.




3.4         Samples.  Company
and Distributor shall meet to develop by mutual agreement a program for Samples
whereby Company shall provide Samples to Distributor in accordance with a
monthly forecast (the "Sample
Forecast").  The price for such samples shall be as set forth
on Schedule
A.  Sample Forecasts shall be updated monthly to reflect new
Products as they are launched.




3.5         Testers.  At
the time Distributor submits a Purchase Order, Distributor may also submit a
Purchase Order for Testers with a total value of up to ten percent (10%) of the
value of the related Purchase Order, and Company shall provide such Testers to
Distributor at the time the related order is shipped.




3.6         Scheduling of
Orders.  Commencing
within thirty (30) days of the Effective Date and thereafter for each 120
consecutive day period throughout the term of this Agreement, Distributor
covenants and agrees to provide to Company a good faith estimate of the orders
for Products to be required by Distributor for each following 120 consecutive
day period (each a “Scheduling Order”), and notwithstanding anything to the
contrary contained herein, Company shall not be required to fulfill orders for
Products in excess of 120 percent of the relevant Scheduling Order within the
requisite 120 consecutive day period.


7


3.7         No Liability for Failure to
Deliver Products.  In the event
Company is unable to obtain the raw materials or component parts in order to
complete production of the Products in quantities sufficient to fill the
purchase orders generated by Distributor, then in such event, Distributor
acknowledges and agrees that Company shall not be liable for the non-delivery of
the Product. At the option of Company either Company may (a) refuse to fill such
purchase orders, (b) cancel such purchase orders or (c) ship such sufficient
quantity of Products as it deems appropriate, having due regard to the
requirements and other needs of its other sales agents, distributors and
customers, and such purchase orders shall be deemed to be amended to the
quantity of Products actually shipped.




4.
            PRICING AND
      PAYMENTS.




4.1         Product
Prices.  Subject to the terms and conditions of this Agreement,
Company agrees to sell Products to Distributor at the prices specified in the
Price List that is current at the time the products are ordered by Distributor,
as modified by the discounts set forth on Schedule A (the "Prices").  Company
shall be entitled to increase the prices for Products set forth on the Price
List in its sole discretion upon ninety (90) days' written notice to
Distributor. Company may establish and terminate any price discount or other
incentive program at any time at its sole discretion.  The Prices are
EXW EX WORKS Dayton New Jersey Company
Distribution Center Incoterms 2000, and do not include shipping charges
or sales, use, excise, withholding, or similar taxes. Consequently, if Company
pays for such shipping charges and any present or future sales, use, excise,
withholding, or similar tax applicable to the sale or furnishing of any Products
hereunder, Distributor shall reimburse Company for such amounts,.  In
lieu of a specific tax, Distributor may provide Company with a tax exemption
certificate acceptable to the applicable taxing authority.




4.2         Invoice and
Payment.  Company shall invoice Distributor upon shipment of
Products.  Payment for Products shipped to Distributor, including
partial shipments, shall be due in full in accordance with the payment terms set
forth in Schedule
A.  The invoice date shall be on or subsequent to the date of
shipment and payment shall be made by Distributor for the full invoiced amount
without deduction or set off for any amounts owed to Distributor by Company for
any reason.   Company reserves the right to require secured
financing alternatives, including but not limited to letters of credit and
pre-payment.




4.3         Taxes.  Any
federal, state, county, or municipal sales or use tax, excise, customs charges,
duties or similar charge, or any other tax assessment (other than taxes assessed
against Company's income), license, fee, or other similar charge lawfully
assessed or charged on the sale or transportation of Product sold shall be paid
by Distributor.In
addition, any and all costs relating to sanitary registration, or other similar
charge lawfully assessed or charged, shall be paid by Distributor in the name
and for the benefit of Company, and shall be included within advertising and
promotional expenses (“A&P expenses”).




4.4         Reports.  Distributor
shall report to Company via e-mail to Company's International Department, the
following information no later than




(a)      
   ten (10) days following the end of each Calendar Quarter,
Distributor's inventory by Product in units and the wholesale U.S dollar value
of such inventory by Product held as of the end of the Calendar Quarter;
..


8


(b)         ten
(10) days following the end of each month the total sales for such month in
units and wholesale U.S. dollar amounts;




(c)         ten
(10) days following the end of each Calendar Quarter, Distributor's total sales
by Customer;




(d)         ten
(10) days following the end of each Calendar Quarter, Distributor's total sales
by SKU;




(e)         fifteen
(15) days following the end of each month the total amount of Distributor’s
advertising and promotional expenses actually spent,




all in
such format as Company shall require.  In addition, Company reserves
the rights to amend the data to be included in these reports from time to
time.




5.
            DISTRIBUTOR'S
      OBLIGATIONS.




In addition to its other obligations
specified herein, Distributor agrees to all of the following
obligations.




5.1         Minimum Purchase
Levels.  Distributor will satisfy the Minimum Purchase Levels
as set forth in the annexed Schedule
B.





5.2         Distribution
Efforts.  Distributor shall use its best efforts to exploit in
the Territory the distribution rights granted herein, including, without
limitation, to create and develop markets for the Products, to distribute and
sell Products in the Territory so as to maximize sales, and to secure and make
use adequate personnel for the promotion, distribution and sale of Products in
the Territory. Such activities shall include (a) participating in major
industry trade shows and conventions and (b) incorporating the Products into
Distributor's promotional literature as appropriate based on the Territory and
the geographic area in which Distributor offers other products contained in its
promotional literature, subject to Company's prior approval of all advertising
materials regarding the Products.





5.3         New Customer
Approval.  Distributor will seek Licensor’s written approval
through Company for each new customer in the Territory and will not place
Products with such new customer until such approval of such customer is obtained
from Company.





5.4         Requested
Customers.  Distributor will offer the Products to new
customers at the specific request of Company ("Requested
Customers").  Distributor shall receive no additional discount
from Company on the Products being sold to the Requested Customers. In the event
that the Distributor fails to reach agreement with a Requested Customer for the
placement of the Products, Distributor agrees that Company shall be entitled to
sell Products to the Requested Customer directly.


9


5.5         Advertising and
Promotion.




(a)           Distributor
shall spend the amounts required for advertising and promotional material as set
forth in the annexed Schedule
A during each 12-month period during the term of this
Agreement.







(b)           All
advertising programs, copy and media, in any form and in any medium, shall be
submitted, prior to circulation thereof, for the written approval of Licensor
and Company, and such advertising programs, copy and media shall not be used or
released until such approval shall have been obtained. As soon as practicable, a
representative example of all advertisements, announcements, publications or
other promotional materials of any kind or nature whatsoever (including tear
sheets) shall be delivered to Company. In the event that Company shall, at any
time disapprove of any such advertisements, announcements, publications or other
promotional materials, Distributor shall promptly discontinue the use
thereof.





(c)           Distributor
shall comply with any reasonable guidelines established by Licensor and/or
Company for advertising activities and expenditures, and Distributor shall use
its best efforts to ensure that in no event shall Licensed Articles bearing the
Licensed Mark be advertised as “on sale”, or in a similar promotional manner,
nor shall the Licensed Mark be included in any free standing insert, “off-price”
or similar promotional run-of-press advertising without the express written
consent of Licensor and Company in each instance.





(d)           Prior
to the initial production of any invoices, and other similar business papers
(collectively, "Business Documents") bearing the Trademark, and thereafter at
Company’s reasonable request, Distributor shall furnish Company with a
reasonable number of samples of such business documents for approval by Company
and Licensor. If Company and Licensor fail to disapprove of said business
documents within ten (10) business days after their respective receipt of
Distributor's written notice, then the approval of Company and Licensor shall be
deemed to have been given solely for the use for which approval was sought.
Distributor shall not modify approved business documents except upon the
express, prior written approval of any such modification by Company and
Licensor.





5.6         Website.  Distributor
will obtain written approval from Licensor and Company for all content,
advertising, and promotions relating to Company and the Products that are
included on Distributor's website.  Distributor will install and
maintain, as a part of its website, controls that prevent parties outside the
Territory from purchasing any of the Products through Distributor's
website.





5.7         Training.  Distributor
will properly train, in accordance with industry procedures or standards as
reasonably prescribed by Company from time to time, all of its sales personnel
who will promote, market, distribute, and sell the Products and who are employed
as of Effective Date as to relevant matters relating to the Products within
sixty (60) days after the Effective Date, and Distributor shall so train any
such new sales personnel within sixty (60) days of such person's
employment.


10


5.8         Staff.  Distributor
must engage and retain a reasonable number of staff in accordance with industry
practice.  Distributor must take reasonable steps to ensure that all
personnel wear suitable work clothing and conduct themselves appropriately as
employees of Distributor.




5.9         Sales
Calls.  Distributor will allow Company and/or Licensor
representatives to accompany Distributor's sales personnel on sales calls to
potential purchasers upon reasonable notice to Distributor and upon a reasonably
frequent basis and to attend Distributor's sales meetings at least twice a
Calendar Year.




5.10       No Modifications to
Products.  Distributor will not remove, obscure, or modify any
label, package design, or any indication of patent or other intellectual
property rights on any Products without the prior written consent of
Company




5.11       Product
Complaints.  Distributor will immediately notify Company and
Licensor upon receipt of complaints regarding the Products, but in no event
later than twenty-four (24) hours after the receipt of such complaint.
Notification shall be given by telephone, with a facsimile confirmation
following within one (1) business day.  Distributor shall, at
Company's request, assist Company in investigating all such complaints.
Distributor shall be responsible for addressing all complaints related to
Distributor's distribution, order processing, shipping, and handling of
Products. Company shall be responsible for addressing all other complaints
relating to the Products. Distributor shall have no authority to bind either
Licensor or Company in the settlement of any complaints.  In the event
of a Third Party claim, suit, or demand against either Party involving Products
supplied or purchased hereunder, the Parties agree to fully cooperate in the
defense of such claim, suit, or demand.




5.12       No Alteration of
Warranties.  Distributor will not alter, enlarge, limit, or
make Product claims beyond the Product claims contained on the Product label nor
make representations, warranties, or guarantees concerning the Products beyond
the representations, warranties, and guarantees contained in Company's printed
sales literature.




5.13       General
Conduct.  Distributor will, at all times, conduct its business
in a manner as will reflect favorably on Company, Licensor and the Products and
will not engage in any deceptive, misleading, illegal, or unethical business
practice.  Distributor will not offer or sell the Products outside the
Territory and will refer all inquiries regarding potential customers outside the
Territory to Company. Distributor will disclose to Company the identities of all
products and manufacturers that it distributes or represents and will notify
Company of contemplated additions prior to making new commitments.




5.14       Insurance.  Distributor
will, at all times, obtain and maintain liability and casualty insurance and
an occurrence based
form of product liability insurance policy in the face amount of not less than
U.S.$1,000,000.00and deliver to Company a certificate evidencing such
insurance that names Company as an additional insured and that provides for
written notice to Company thirty (30 days) in advance of any
cancellation.


11


5.15           Compliance with
Laws.  Distributor will comply with, and render all necessary
assistance to Company to ensure that Company is in compliance with, all
governmental laws, ordinances, rules, and regulations applicable in connection
with the sale or shipment of any Product into, or use or service of any Product
in, the Territory, including, but not limited to, the U.S. Foreign Corrupt
Practices Act and all U.S. export control regulations, or in connection with the
fulfillment of any of Distributor's obligations under this Agreement including,
but not limited to, the payment of any duties or taxes (excluding Company's
income taxes), obtaining of any governmental permits or approvals, compliance
with customs requirements, or testing of any Products.  Distributor
shall cooperate fully with Company in complying with any governmental agency
order or rule that may obligate Company to remedy any problem with, or defect
in, any Products located in the Territory, including identification of the
specific location of any such Products.




5.16           Reputation.  Distributor
will use its best efforts to maintain the reputation of Licensor, Company and
the Products at all times and immediately withdraw such advertising or cease
such method of trading as Company requests. Distributor will not (a) sell or
market copies or non-genuine versions of the Products; (b) make any
representations or give any warranty on behalf of Company that has not been
previously approved by Company in writing, which approval shall not be
unreasonably withheld or delayed; or (c) advertise or trade in a manner that is
inconsistent with or may directly harm the reputation or image of Licensor,
Company or the Products.




5.17           Confidentiality, Disclosure
of Information.    Distributor recognizes and acknowledges
that Distributor has had and will have access to Confidential Information (as
defined in Article I above). Distributor will not during the term of this
Agreement, and for a period of three (3) years thereafter, use, disclose or
permit to be known by any other person or entity, any Confidential Information
except as required by applicable law or in connection with the performance of
Distributor’s duties and responsibilities hereunder.




5.18           Non-Solicitation.
Distributor acknowledges that the Company has invested substantial time, money
and resources in the development and retention of its Confidential Information
(including trade secrets), customers, accounts and business partners all of
which constitute legitimate business interests of the Company, and further
acknowledges that during the course of Distributor’s association with the
Company Distributor has had and will have access to the Company’s Confidential
Information (including trade secrets), and will be introduced to existing and
prospective customers, accounts and business partners of the Company.
Distributor acknowledges and agrees that any and all “goodwill” associated with
any existing or prospective customer, account or business partner belongs
exclusively to the Company, including, but not limited to, any goodwill created
as a result of direct or indirect contacts or relationships between Distributor
and any existing or prospective customers, accounts or business
partners.  Additionally, the parties acknowledge and agree that
Distributor possesses skills that are special, unique or extraordinary and that
the value of the Company depends upon his use of such skills on its behalf. In
recognition of this, Distributor covenants and agrees that During the Term, and
for a period of two (2) years thereafter, Distributor shall
not:


12


(a)           without
the prior written consent of the Company, solicit or encourage any employee of
Company or its Affiliates to leave the employ of the Company or its Affiliates
or any independent contractor to sever its engagement with the Company or its
Affiliates, absent prior written consent to do so from Company or





(b)           directly
or indirectly, entice, solicit or encourage any customer or prospective customer
of the Company or its Affiliates to cease doing business with the Company or its
Affiliates, reduce its relationship with the Company or its Affiliates or
refrain from establishing or expanding a relationship with the Company or its
Affiliates.





5.19      
 Provisions
Necessary and Reasonable.





(a)          Distributor
agrees that (i) the provisions of Sections 5.17 and
5.18 of this Agreement are necessary and reasonable to protect the
Company’s Confidential Information, Inventions, and goodwill; (ii) the specific
temporal, geographic and substantive provisions set forth in Section
5.19 of this Agreement are reasonable and necessary to protect the
Company’s business interests; and (iii) in the event of any breach of any of the
covenants set forth herein, the Company would suffer substantial irreparable
harm and would not have an adequate remedy at law for such breach.  In
recognition of the foregoing, Distributor agrees that in the event of a breach
or threatened breach of any of these covenants, in addition to such other
remedies as the Company may have at law, without posting any bond or security,
the Company shall be entitled to seek and obtain equitable relief, in the form
of specific performance, and/or temporary, preliminary or permanent injunctive
relief, or any other equitable remedy which then may be
available.  The seeking of such injunction or order shall not affect
the Company’s right to seek and obtain damages or other equitable relief on
account of any such actual or threatened breach.





(b)       
  If any of the covenants contained in Sections 5.17 and
5.18 hereof, or any part thereof, are hereafter construed to be invalid
or unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect without regard to the invalid
portions.





(c)          If
any of the covenants contained in Sections 5.17 and
5.18 hereof, or any part thereof, are held to be unenforceable by a court
of competent jurisdiction because of the temporal or geographic scope of such
provision or the area covered thereby, then the parties agree that the court
making such determination shall have the power to reduce the duration and/or
geographic area of such provision and, in its reduced form, such provision shall
be enforceable.




6.
            RECORDS AND
      AUDITS.




6.1       
  Records.  Distributor
shall keep proper books of account and records containing complete information
relating to Products purchased and sold by Distributor. Said books of account
and records shall be preserved and maintained by Distributor and kept available
for inspection by Company or Licensor for at least three (3) years from the
expiration or termination of this Agreement.


13


6.2         Audit and Inspection Right
and Obligation.  Company shall have the right to audit and
inspect the records of Distributor relating to this Agreement at any time upon
request during normal business hours.  In any event, Distributor shall
conduct an internal audit at the end of each of its fiscal years of inventory of
Product and sales records relating to this Agreement and provide to Company
certified documentation of such audit.  If any such audit reveals that
any moneys are due Company, Distributor will immediately pay such amount to
Company.  Company shall further have the right to offset any payments
due to Distributor under this Agreement by such amount.




7.
            COMPANY'S
      OBLIGATIONS.




In addition to its other obligations
specified herein, Company shall:




7.1         Marketing
Incentives.  Allow Distributor to participate in such bonus
programs and incentive programs as Company may make generally available to
similarly situated distributors of Products; provided, however, that Company
reserves the right to alter or eliminate any such bonus programs and incentive
programs at any time; and




7.2         Promotional
Materials.  Furnish Distributor with a reasonable quantity of
Company's standard sales promotion literature written in English, such as
brochures and specification sheets. Company also will provide Distributor with
such camera ready art of the Products as Company makes available to its
distributors generally, and a Company Standard Education Manual, if
any.




7.3         Insurance.  Company
shall maintain, at its own expenses and with reputable insurance companies,
customary and adequate general liability and products liability insurance
coverage covering claims for injury to persons or property caused by the
Products or by its own officers, directors, employees, or agents.




7.4         Products.  Company
shall supply to Distributor Products that are of merchantability quality and
conform to sample.




7.5         Indemnification.  Company
shall indemnify and keep indemnified Distributor from and against claims,
liabilities, and expenses incurred by Distributor in the course of conducting
the business due to (a) any act of neglect or default attributed solely to
Company or its agents, employees, or subcontractors or (b) the proven
infringement of the intellectual property rights of any third party through
Distributor's promotion or sale of the Products; provided, however, that such
liability has not been incurred or contributed to by Distributor through any
act, default, negligence, or omission by it or its agents, employees, or
subcontractors in carrying out terms of this Agreement.


14


8.
            PRODUCT
      DISCONTINUANCE; RECALLS.




8.1         Product
Discontinuance.  Company shall have the right, in its absolute
discretion, without liability to Distributor, to discontinue the manufacture or
sale of any Product covered by this Agreement.  Company shall use
commercially reasonable efforts to notify Distributor at least thirty (30) days
prior to the discontinuance of manufacture of any Product.  Company,
however, shall not incur any liability to Distributor for its failure to so
notify Distributor.




8.2         Product
Recalls.  In the event Company shall be required (or shall
voluntarily decide) to initiate a recall, withdrawal, field correction of, or
field alert report with respect to, any Product distributed by Distributor
pursuant to this Agreement, whether or not such recall, withdrawal, field
correction, or field report has been requested or ordered by any governmental
authority, Company shall notify Distributor, and Distributor shall fully
co-operate with Company to implement the same.  Company shall make all
contacts with any governmental authorities and shall be responsible for
coordinating all of the necessary activities in connection with any such recall,
withdrawal, field correction, or field alert report, and Company shall make all
statements to the media, including press releases and interviews for publication
or broadcast.  Distributor agrees to make no statement to the media,
except to refer the media to the Company for comment, unless otherwise required
by law, and in any such event, Distributor shall cooperate with Company on the
content of any such statement. Company shall indemnify Distributor against all
reasonable and necessary costs and expenses that Distributor may incur as a
result of any recall, withdrawal, field correction, or field alert to the extent
that it is the direct result of any fault or omission attributable to Company.
Distributor shall indemnify Company against all reasonable and necessary costs
and expenses that Company may incur as a result of any recall, withdrawal, field
correction, or field alert to the extent that it is the direct result of any
fault or omission attributable to Distributor.




9.
            SUITABILITY/LIABILITY.




9.1         No Warranty. Company MAKES NO EXPRESS OR IMPLIED
WARRANTY TO DISTRIBUTOR CONCERNING THE PRODUCTS, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE
PARTIES OR USAGE OF TRADE.Any warranty for the Products shall
run directly from Company to end-user customers, notwithstanding the fact that
such end-user customers may return Products to Distributor and not to
Company  Distributor shall not make any warranty or representation to
any end-user customer that is more protective of such end-user customer than the
warranties and/or representations provided by Company.  For purposes
of clarification, the sole remedy of end-user customers in the case of a
defective Product shall be that Company shall replace such returned defective
Product. Company's liability for failure of the Products to conform with any
other implied warranty, express warranty, or specification required for
conformance with this Agreement shall be limited to a return of the Price paid
by Distributor.


15


9.2         No Consequential Damages,
Etc.  IN NO
EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, OR ANY OTHER SPECIAL,
PUNITIVE, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.  THIS LIMITATION SHALL APPLY EVEN IF
A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING
ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  The
foregoing terms shall not apply to Distributor's obligations under Section
10hereof.




9.3         No Prospective
Profits.  Each of Company and Distributor acknowledges that it
is acting independently in connection with any actions taken in connection with
this Agreement, including any investments in personnel, facilities, and
marketing activities undertaken hereunder, and is not relying on any express or
implied representation or promise from the other that this Agreement will
continue beyond the Term or will not be terminated in accordance with its terms
or without cause.  As a result, neither Company nor Distributor shall,
by reason of the termination of this Agreement under any circumstances be liable
to the other for compensation, reimbursement, or damages on account of the loss
of prospective profits on anticipated sales, or on account of expenditures,
investments, leases, or commitments, in connection with the business or goodwill
of Company or Distributor, or otherwise.




9.4         General
Indemnity.  Distributor agrees to indemnify and hold Company,
Licensor and their several Affiliates harmless from and against all damages,
costs, and expenses arising with respect to the distribution of any Product,
except for those matters as to which Company bears sole responsibility as
provided herein.




10.
            TRADEMARKS AND OTHER
      MATERIALS.




10.1       Limited Right to Use
Trademark.  Subject to the provisions of this Article 10,
Company grants to Distributor a non-exclusive, limited right to use, during the
Term, the Trademarks for proper purposes in connection with the promotion and
sale of the Products in the Territory.




(a)           Distributor
hereby acknowledges validity of the Trademark and the exclusive ownership of the
Trademark by Licensor, whether or not registered. Distributor agrees that it
will not, at any time during the term of this Agreement or thereafter, directly
or indirectly, challenge, contest or aid in challenging or contesting the
validity or ownership of the Trademark or the title or registration thereto,
whether now existing or hereafter obtained, either in the Territory or
elsewhere. Any and all goodwill and other rights that attach to, or arise in
connection with the use of the Trademark during the term of this Agreement or
thereafter as a result of the business activities of Distributor shall inure to
the sole benefit of Licensor and shall remain vested therein. Distributor shall
have no rights in, to or in respect of the Trademark except as expressly
provided in this Agreement.





(b)           Distributor
shall not use the Trademark as part of its corporate name or any trade name, nor
shall Distributor join any name or names with the Trademark so as to form a new
mark or marks. Distributor’s employees shall not represent themselves as being
employees, agent or representatives of Licensor or of Company.


16





(c)        Distributor
acknowledges that Products are intended to be marketed in a manner commensurate
with the Trademark’s standing and reputation in the United States and worldwide.
Distributor shall not, at any time, willfully do or suffer to be do any act or
thing which may in any way adversely affect any rights in and to the Trademark
or any registrations thereof or which, directly or indirectly, may reduce the
value of the Trademark or detract from its reputation.





10.2           Distributor's Use; Prior
Approval.  Distributor's use of the Trademarks shall be in
accordance with applicable trademark law and Company's and Licensor’s policies
regarding advertising and trademark usage as established and amended from time
to time.  Distributor shall include all applicable Trademarks in any
literature, promotional materials, or advertising that it produces or
distributes concerning the Products.  Distributor will not use any
such Trademarks other than with respect to the direct promotion of the
Products.  Distributor shall submit to Company and Licensor for prior
written approval copies of all advertisements and other promotional materials,
including catalog descriptions, involving the Products or the
Trademarks.




10.3           Ownership of
Trademarks.  Distributor agrees that the Trademarks are and
will remain the sole property of Licensor and agrees not to do anything
inconsistent with that ownership or to contest ownership of the Trademarks and
to take all reasonable steps as are necessary to ensure that the Trademarks, and
any goodwill therein, shall vest in and shall remain vested the
Licensor.  Distributor agrees to always identify the Trademarks as
being the property of Licensor.  Distributor also agrees that all use
of the Trademarks by Distributor will inure to the benefit of, and be on behalf
of, Licensor. Distributor hereby:  (a) acknowledges the validity
of the Trademarks; (b) acknowledges that Licensor is the owner of the
Trademarks and of all goodwill associated with the Licensor Trademarks or with
the Products; (c) agrees not to acquire any interest in, infringe upon,
contest, or take any other action to injure or to assist another to injure
Licensor's rights in the Trademarks or the Company’s rights in the License
Agreement; and (d) agrees that any interest that may be acquired by
Distributor during the Term or at any time thereafter in the Trademarks or in
goodwill associated with the Trademarks or the Products, whether in the
Territory or elsewhere, shall be acquired on behalf of and for the benefit of
the Licensor, and shall be assigned to Company for the benefit of the Licensor
upon request at no charge. Distributor shall use the Trademarks only in
connection with the Products, and only during the Term. Distributor shall
promptly report to Company any violation of Company's rights in the Trademarks
or goodwill of which Distributor becomes aware.




10.4           Local Language
Marks.  Without prejudice to the generality of the foregoing,
where Distributor assists Company to create local language Trademarks used on or
in relation to the Product, Distributor acknowledges that all rights, title, and
interest in the local language Trademarks belong to the Licensor and all
goodwill attached to the local language Trademarks shall ensure to the benefit
of the Licensor.


17


10.5        Registration.  Where
it is or becomes advisable for applications to be made for the registration of
any of the Trademarks in the Territory, Distributor shall render all reasonable
assistance to Company in connection therewith.




10.6        Infringement.  Distributor
acknowledges that solely Licensor shall have the right to prosecute such
infringements provided, however, that Distributor shall be required to take all
necessary steps to assist Licensor and/or Company but not including the
institution of any such litigation or enforcement at the request of Licensor or
Company, and contributions of any costs incurred by Licensor or Company in
connection with such litigation or enforcement.




11.
            TERM AND
      TERMINATION.




11.1        Term.  The
term of this Agreement shall be the Term, unless earlier terminated as provided
hereunder. Distributor acknowledges and agrees that this Agreement and the
rights granted to Distributor hereunder are subject to the terms and provisions
of the License Agreement, as may be amended, modified or supplemented from time
to time. Licensor’s approval of the Distributor is also based on the requirement
that Distributor will establish threshold sales figures, which if not met, shall
give Licensor the right to require Company to terminate Distributor’s
rights. Notwithstanding anything to the contrary contained in this Agreement,
this Agreement shall terminate immediately upon expiration or termination of the
License Agreement. Further, Distributor further agrees that Distributor will
have no claim against Licensor or Company for such termination or failure to
renew this Agreement. Distributor warrants and represents to Company that no
jurisdiction within the Territory imposes a penalty, indemnification, liquidated
damages or any other form of compensation to a distributor whose distribution
rights are terminated or not renewed in the absence of material cause
therefor.




11.2        Termination for
Cause.  Either Party shall have the right to terminate this
Agreement prior to the end of the Term upon thirty (30) days' written notice to
the other Party if:




11.2.1       the
other Party commits any material breach of this Agreement and such breach cannot
be remedied;




11.2.2       the
other Party commits any material breach of this Agreement, which has not been
remedied within sixty (60) days following written notice thereof; provided that
if the breach by Distributor is failure to meet the Minimum Purchase Level then
no cure period is allowed; or




11.2.3       the
other Party enters into bankruptcy, liquidation, or reorganization, whether
compulsory or voluntary, or has a receiver appointed as to all or any part of
its assets, or takes or suffers any similar action in consequence of
debt.




18




11.3          Termination on Change in
Control or Termination of License; Trademark
Infringement.


(a)       Company
may terminate this Agreement upon thirty (30) days' written notice if there is a
change in controlling ownership or management of Distributor, or if Distributor
sells all, or substantially all, of its assets; or a court shall declare the
Trademark to be an infringement of the rights of a third party so that
Distributor may not thereafter continue in the use thereof in accordance with
the terms and conditions hereof.




(b) In
the event that Company, for any reason whatever, including, without limitation,
amendment, modification or termination of the License Agreement, shall no longer
be able, or have the right, to sell the Products to Distributor, Company, at its
option, may terminate this Agreement upon written notice to Distributor, which
termination shall be effective upon the giving of such notice in accordance with
Section 13.2 hereof.





(c) In
the event that the promulgation, amendment, modification or other change in the
statutes, laws, rules, regulations or ordinances in effect from time to time in
the Territory, or other governmental or judicial action, shall make it
impossible or impracticable for Distributor to make payments to Company, for
four (4) consecutive weeks, in the manner orin the amount to which
Company is entitled hereunder, Company, at its option, may terminate this
Agreement upon written notice to Distributor, which termination shall be
effective upon the giving of such notice in accordance with Section 13.2
hereof.




11.4        
Effect of
Termination.  Upon the expiration or termination of this
Agreement for any reason:




11.4.1    Accrued
Obligations.  Except as otherwise provided, expiration or
termination of this Agreement for any reason shall not release any Party hereto
from liability accrued under this Agreement prior to such expiration or
termination, nor preclude either Party hereto from pursuing any rights or
remedies accrued prior to such expiration or termination or accrued at law or in
equity with respect to any breach of this Agreement; provided, however that
Company may treat as cancelled any unfilled orders for Products that Distributor
had placed with Company




11.4.2    Inventory.  Within
ten (10) days after the expiration or termination of this Agreement, Distributor
shall provide Company with a complete inventory list of Products in
Distributor's possession or control. Within ten (10) days after Company's
receipt of such inventory list, Company may inspect Distributor's Product
inventory and audit Distributor's records with respect to Product inventory
during normal business hours and upon at least two (2) days prior
notice.


19


11.4.3     Limited Right to Sell;
Return of Goods.  Upon the expiration or termination of this
Agreement for any reason, Distributor's authority to act hereunder shall cease;
provided, however, that Distributor shall be entitled to sell only to accounts
pre-approved in writing by Company its remaining stock of Products on hand or
which Distributor is contractually obligated to purchase, for one (1) year
following termination or expiration of this Agreement, but in no event to exceed
one (1) year after the date of expiration or termination of the License
Agreement. The sale of remaining Products by Distributor shall be effected at
the usual retail price and shall not be effected at reduced prices without the
prior written consent of Company.  All Trademarks, trade names, or
other data, photographs, samples, literature, and sales and promotional aids,
information, and materials of every kind provided by Company shall remain the
property of Company. Within ten (10) days after the expiration or termination of
this Agreement, Distributor shall destroy all tangible items bearing,
containing, or contained in, any of the foregoing, in its possession or control
and provide written certification of such destruction, or prepare such tangible
items for shipment to Company, as Company may direct, at Company's expense.
Distributor shall not make or retain any copies of any Confidential Information
that may have been entrusted to it.  Effective upon the expiration or
termination of this Agreement, Distributor shall cease to use all Trademarks and
trade names of Company related to Product in the Territory.




11.4.4     Products.  Within
thirty (30) days of the expiration or termination of this Agreement, Company
shall have the right, but not the obligation, upon written notice to
Distributor, to repurchase from Distributor all or any portion of Products
remaining in Distributor's inventory at the Prices paid by Distributor for those
Products, or such lesser price mutually agreed to by the Parties, less any
amount reasonably deducted by Company as a result of any damage to the Products,
under first-in first-out accounting principles.  Distributor agrees to
deliver all Products that are repurchased by Company to Company within thirty
(30) days of Company's agreement to repurchase such Products.




11.4.5     Transition.  Upon
expiration or termination of this Agreement, Distributor and Company shall
diligently cooperate to effect a smooth and orderly transition in the
distribution of the Products in the Territory.  From the time that a
notice of termination is received by either Party until the effective
termination date, Distributor shall refer all Product inquiries to Company and
shall cooperate fully with any newly-appointed distributors.




11.4.6     Representation.  Upon
the expiration or termination of this Agreement and thereafter, Distributor
shall not represent or hold itself out to be associated with Company and shall
not sell or offer to sell or do anything stating or implying that it is
authorized to sell or otherwise deal in the Products.




11.4.7     No Renewal, Extension, or
Waiver.  Acceptance of any order from, or sale of, any Product
to Distributor after the date of termination of this Agreement shall not be
construed as a renewal or extension hereof, or as a waiver of termination by
Company  Any purchase of Products by Distributor after the expiration
or termination hereof shall be on a strictly cash basis.




11.4.8     No Rights for Receiver,
Liquidator, Trustee, Etc. No receiver, liquidator, assignee, trustee or
custodian appointed to administer the affairs of Distributor, sheriff or any
other officer of the court or official charged with taking custody of
Distributor’s assets or business shall have the right to continue the
performance of this Agreement on behalf of Distributor.


20


12.
            SURVIVAL.




12.1       Survival.       
The provisions of Articles 1, 6, 9, 11, 12, and 13 and Sections 5.17, 5.18,
5.19, 8.2, and 10.3 shall survive any expiration or termination of this
Agreement.




13.
            GENERAL.




13.1       No Other
Agreements.  All previous agreements and arrangements (if any)
made by Company or any of its Affiliates and Distributor and relating to the
subject matter hereof are hereby superseded and this Agreement and the Schedules
hereto embody the entire understanding of the Parties, there being no promises,
terms, conditions, or obligations, oral or written, express or implied, other
than those contained herein or in the Schedules hereto.  This
Agreement may only be amended by a writing signed by the Parties; provided that,
subject to the advance notice requirements otherwise expressly specified in this
Agreement, Company may modify each of the Schedules hereto and certain other
provisions hereof by written notice to Distributor of such
change.  Failure by either Party to enforce any rights under this
Agreement shall not be construed as a waiver of such rights nor shall a waiver
by a Party in one or more instances be construed as constituting a continuing
waiver or as a waiver in other instances.  This Agreement is subject
to the restrictions, limitations, terms, and conditions of all applicable laws,
governmental regulations, approvals, and clearances.  If any term or
provision of this Agreement shall for any reason be held invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other term or provision hereof, and this Agreement shall be
interpreted and construed as if such term or provision, to the extent the same
shall have been held to be invalid, illegal, or unenforceable, had never been
contained herein.




13.2       Notices.  Any
notice required to be given hereunder shall be in writing and may be given by
facsimile transmission (confirmed by mail), personal delivery (including by
professional courier), or mailing (by first class receipted prepaid mail) to, in
the case of  Company, the address and facsimile number set forth below
and, in the case of Distributor, the address and facsimile number set forth in
Schedule A hereto, or
such other address or facsimile number as such Party may have notified the other
pursuant to this Section. In the case of facsimile transmission or personal
delivery, such notice shall be deemed to have been given upon the date of such
transmission or delivery.  In the case of mailing, such notice shall
be deemed to have been given seven (7) days after such mailing.


21




Inter
Parfums USA, LLC


551 Fifth
Avenue


Suite
1500


New York,
New York 10176


Telephone:        212.983.2640


Telecopier:        212.983.0654


Att.:
Specialty Retail





With a
copy to:


Nine West
Development Corporation


1007
Orange Street, Suite 225


Wilmington,
DE 19801


Attn.:
Assistant Treasurer


Telecopier:         302.777.4886





13.3       Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
provisions concerning the applicability of the laws of other
jurisdictions.  With respect to those matters referred to in Section
13.8(i), any suit hereunder shall be brought only in the federal or state courts
in the districts which include New York, New York, and Distributor hereby agrees
and submits to the personal jurisdiction and venue thereof.




13.4       No
Agency.  Nothing in this Agreement or any other document or
agreement between the Parties shall constitute or be deemed to constitute a
partnership or joint venture between the Parties.  The relationship
between Company and Distributor shall be that of independent contractors with
respect to each other, and not agents of each other.  Distributor, its
officers, agents, and employees, shall under no circumstances be considered the
agents or employees of Company. Neither Party has any express or implied right
to enter into any contracts or binding commitments in the name of or on behalf
of the other Party in any respect whatsoever, and no conduct of the Parties
shall be deemed to infer such right.




13.5       Assignment.  Distributor
may not assign any of its rights or obligations hereunder, whether voluntarily
or by operation of law, without the prior written consent of Company (which may
be granted or withheld in its sole discretion).  Any attempted
assignment by Distributor in violation of this provision or by virtue of the
operation of law shall be void. For the purposes of this Agreement, an
assignment shall be deemed to have occurred if (i) Distributor sells, or
otherwise disposes of, substantially all of its business or assets to another
entity; (ii) Distributor merges or consolidates with or into another entity or
consummates any other form of corporate reorganization; or (iii) if capital
stock of Distributor is issued or if issued and outstanding capital stock of
Distributor is sold or otherwise transferred, with the effect that one or more
entities who are not currently stockholders of Distributor hold beneficial
ownership or actual control of more than fifty percent (50%) of the issued and
outstanding capital stock of Distributor. Notwithstanding the foregoing, nothing
herein shall be deemed to prohibit Distributor from hiring or engaging
independent sales representatives in connection with the performance of
Distributor’s obligations and duties hereunder; provided that such
hiring or engagement does not constitute an assignment or sublicense hereunder
and each independent sales representative acknowledges in writing that such
representative is bound by, and is subject to the terms and provisions of, this
Agreement. Distributor further acknowledges that it shall remain responsible for
the acts or omissions of any such independent sales representatives relating
hereto or in connection herewith. Company shall have the right, in its sole
discretion, to assign this Agreement, or any part thereof on notice to
Distributor. Subject to the foregoing, this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.


22


13.6       Force Majeure.




(a)  If
the performance of any part of this Agreement by Company is prevented, hindered,
or delayed or otherwise made impracticable by reason of any strike, flood, riot,
fire, explosion, terrorist act,
governmental action in response to or in contemplation of any terrorist act,war or any other casualty or cause beyond the control of Company, and
which cannot be overcome by reasonable diligence and without unusual expense,
Company shall be excused from such performance to the extent that it is
necessarily prevented, hindered or delayed thereby, during the continuance of
any such happening or event and for so long as such event shall continue to
prevent, hinder or delay such performance. This Agreement shall be deemed
suspended so long as and to the extent that any such cause shall operate to
prevent, hinder or delay the performance by Company of its
obligations.





(b)  Upon
the occurrence of any such event Company shall, as soon as reasonably
practicable thereafter, notify Distributor of the nature and extent of any such
force majeure condition
referred to in the preceding subparagraph and advise Distributor of the nature
and extent thereof.





13.7       Attorneys'
Fees.  In any litigation, arbitration, or court proceeding
between the Parties with respect to this Agreement, the prevailing Party shall
be entitled to recover, in addition to any other amounts awarded, attorneys'
fees, and all costs of proceedings incurred in enforcing this
Agreement.




13.8       Arbitration. All
disputes  or disagreements relating to this Agreement (“Disputes”)
shall be exclusively and finally resolved by arbitration in the following
manner:




(a)         the
Agreement, as well as the rights and obligations of the Parties shall remain in
full effect and force while said arbitration procedure is pending, and the
arbitration award shall be final and binding on the Parties;





(b)         all
arbitration shall follow the rules of arbitration of the International Chamber
of Commerce (the “ICC”), in force as of the date of the Agreement, and as
further amended, except to the extent that such rules conflict with the
provisions of this Section 13.8, in
which case the provisions of this Section 13.8 shall
control;


23


(c)           all
arbitration shall be conducted in New York City, New York and the Parties agree
to exclude, to the extent that it is permitted by applicable law, any right of
application or appeal to any court of competent jurisdiction with regard to any
issue of fact or issue of law arising in the course of any arbitration.
Notwithstanding anything to the contrary contained herein, the laws of the State
of New York (without reference to the principles of conflicts of laws) shall
govern the procedure, effectiveness, interpretation, construction, performance,
and application of the arbitration established herein;





(d)           the  language
to be used in each arbitration shall be English; provided that, any witness
whose native language is not English may give testimony in his or her native
language, with simultaneous translation into English (at the expense of the
Party presenting any such witness) by a translator duly appointed by the
chairman of the arbitral tribunal.  Any party to the arbitration may
provide, at its own expense, simultaneous translations from English of any oral
arbitration proceedings;





(e)           any
decision or award of an arbitration panel appointed in conformity with the
Agreement shall be final, binding on the Parties and shall be drafted in the
English language. The costs of arbitration shall be assumed by the losing Party.
Each party hereto hereby irrevocably consents to the exclusive jurisdiction and
venue of the federal and state courts sitting within New York County, New York
with regard to the enforcement of any arbitrators’ decision or award rendered or
granted in connection with this Agreement;





(f)           every
arbitration panel shall consist of three (3) arbitrators, being one (1)
nominated by the claimant Party, one (1) nominated by the respondent Party and
one (1) appointed by the ICC, who shall be the chairman of the arbitral
tribunal. The arbitrators shall be nominated and appointed within the terms and
formalities set forth in the rules of the ICC. Only persons who are fluent in
English and that have experience in the cosmetic industry shall be able to be
appointed as arbitrators and at least one of the arbitrators must be a lawyer.
No arbitrator may be, or have been, an employee, agent, Distributor, or advisor
of any of the Parties or their Affiliates;





(g)          the
arbitration award shall be given within six (6) months, from the date when all
the arbitrators were appointed in accordance with the rules of the ICC or, in
the case of replacement of any arbitrator, from the date on which the substitute
arbitrator has been appointed in accordance with the rules of the
ICC.  The arbitration award shall be deemed final and not subject to
appeal to any court or tribunal, and the Parties shall immediately take the
necessary actions to enforce it pursuant to applicable law;





(h)          the
Parties hereby expressly waive any right to resolve any Dispute relating to the
Agreement, including whether this Agreement is subject to arbitration, except in
accordance with an arbitration conducted in accordance with this Section
13.8;





(i)           the
Parties reserve the right to refer to a court of competent jurisdiction all
preliminary injunction suits, if necessary to obtain legal measures intended to
protect their rights prior to or during the arbitration, and such measures shall
not be considered as a waiver or violation of the arbitration; provided that,
such judicial relief (i) is limited to that which is required to prevent
imminent damage to a Party and (ii) does not resolve the merits or substance of
such Dispute; and,


24





(j)           any
of the Parties may request the arbitral tribunal to, and upon such request the
arbitral tribunal, to the extent not otherwise prohibited by applicable rules,
shall, consolidate the arbitration with any other arbitration involving any
dispute, claim or controversy arising out of or relating to the Agreement or the
breach, termination or invalidity hereof or thereof.





13.9       Public Companies
Acknowledgment. Distributor acknowledges that Inter Parfums, Inc., the
parent of Company, is a publicly held company with its Common Stock traded on
The Nasdaq Stock Market, National Market System and is subject to reporting
requirements of the United States federal securities laws. Distributor further
acknowledges that Inter Parfums, S.A., an Affiliate of Company, has its common
shares traded on the Euronext, and is subject to its reporting obligations.
Distributor shall not make any public statement or issue any press release
relating to this Agreement without the consent of Company, which Company is free
in its absolute discretion to withhold.




13.10     No Insider Trading.Distributor and its Affiliates shall not purchase or sell the securities
of Inter Parfums, Inc. or Inter Parfums, S.A., or communicate any material
non-public information to any other person under circumstances under which it is
reasonably foreseeable that such person is likely to purchase or sell the
securities of Inter Parfums, Inc. or Inter Parfums, S.A. if such persons are in
possession of such material non-public information.




13.11     U.N. Convention Not to
Apply. The United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this Agreement




13.12     Subordination to License
Agreement. Notwithstanding anything to the contrary contained in this
Agreement, Distributor agrees that the rights of the Distributor are subordinate
in all respects to the rights and obligations between Company and
Licensor.




13.13     Distributor
to Pay Own Expenses. Distributor shall pay and discharge, at its own cost and
expense, any and all claims, expenses, charges, fees and taxes arising out of or
incidental to the carrying on of its business, and Distributor will indemnify
and hold harmless Company and Licensor from and against any and all such claims
for such expenses, charges, fees and taxes.




[Balance
of page intentionally left blank -The Signature Page(s) Schedules and Exhibits
to this Agreement Follow this Page.]


25




IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.





Inter
      Parfums USA, LLC
                      
                      [Name of
      Distributor]By:
                      
                      
                      By:(Authorized
      Signature)
                      
                      
                      (Authorized
      Signature)Name:
                      
                      
                      Name:(Print
      or Type)
                      
                      
                      (Print
      or Type)Title:
                      
                      
                      Title:Date:
                      
                      
                      Date:




26




SCHEDULES
AND EXHIBITS





Schedule
    A
              General
      Terms


Schedule
    B
              Minimum
      Purchase Levels


Schedule
    C
              RGA
      Procedures


Schedule
      D
              Licensor’s
      Foreign Licensees and their
Customers




27




SCHEDULE
A


DISTRIBUTOR
AGREEMENT





General
Terms





This
Schedule A, when signed below, modifies and amends the Distribution Agreement
between Company and the Distributor referenced below.





"Distributor"
                [insert name and address
      of Distributor]





“Trademarks” mean the
trademark(s) owned by Licensor and its Affiliates as may be registered, or for
which registration has been applied, in the Territory, together with the form of
the Nine West logo as may be approved by Licensor from time to time in its sole
discretion; provided,
however, that the appearance and/or style of the trademarks may vary from
time to time as specified or approved by Licensor in its sole
discretion.





"Effective
      Date"
            means
      [insert
      date], subject to, however, the consent and approval of Distributor
      by Licensor.





"Term"
            means
      the period commencing on the Effective Date and continuing to December 31,
      2016 (the "Initial
      Term").  Following the Initial Term, this Agreement shall
      automatically renew for one (1) Contract Year term unless either Party
      gives the other Party written notice at least sixty (60) days prior to the
      expiration of the Initial Term or the renewal term of its election not to
      renew this Agreement. The Initial Term and the renewal term are in all
      respects subject to the provisions of Section 11.1 of the
      Agreement.





"Territory"
              means
      [to be
      provided]





"Products"
              meansthe products on
      the attached Company Product List. Notwithstanding anything to the
      contrary contained herein, the Company reserves the right to amend,
      change, alter and otherwise revise the content and packaging of the
      Products, or delete individual or lines of Products, or add individual or
      lines of Products, in its absolute
discretion.





“License


Agreement”
            means
      the License Agreement dated _______, 2010 between Nine West Development
      Corporation, a Delaware corporation, and Inter Parfums USA, LLC, a New
      York limited liability company, as amended and as may be amended and
      supplemented from time to time.





“Licensor”
            means
      Nine West Development
Corporation.


28




"Discount"
            Distributor
      shall receive a discount of [●] ([●]%) from the
      Price List that is current at the time  as agreed in Distributor
      business plan.




"Payment
      Terms"
            Payment
      shall be made in United States dollars by wire transfer of immediately
      available funds for the full amount of the purchase price for each
      shipment, paid on the [●]th
      day from the date of the applicable Bill of
  Lading.





“Advertising
and


Promotion” Distributor
shall spend not less than [●] ([●]%) of its Product
sales of during each Calendar Year.





"Product
      Returns"
            A
      twenty percent (20%) return fee shall by charged by Company upon the
      return of the Products by Distributor unless such return is due to defects
      in design, material, or workmanship under normal use and service of the
      Products.





"Samples"
              Company
      shall sell Samples to Distributor at the price contained in the samples
      price list; provided, however, that Company reserves the right to change
      the samples price list at any time and from time to time during the term
      of this Agreement.




Inter
      Parfums USA, LLC
            [Name of
      Distributor]By:
            
            By:(Authorized
      Signature)
            
            (Authorized
      Signature)Name:
            
            Name:(Print
      or Type)
            
            (Print
      or Type)Title:
            
            Title:Date:
            
            Date:




29




SCHEDULE
B


MINIMUM
PURCHASE LEVELS





Minimum
purchase levels are set to be as follows: [to be
provided]





Contract Year Ending
                
                Minimum Purchase LevelsDecember
      31, 2011December
      31, 2012December
      31, 2013December
      31, 2014December
      31, 2015December
      31, 2016Thereafter
      (if applicable)




Inter
      Parfums USA, LLC
            [Name of
      Distributor]By:
            
            By:(Authorized
      Signature)
            
            (Authorized
      Signature)Name:
            
            Name:(Print
      or Type)
            
            (Print
      or Type)Title:
            
            Title:Date:
            
            Date:




30


SCHEDULE C  —RETURN GOODS AUTHORIZATION PROCEDURES





Company
recognizes returns for the following reasons: defective Product, shipments that
are non consistent with Purchase Order, and Company initiated
returns.  Returns for defective Product are accepted only for the
individual unit(s) affected.  All returns of Product to Company
require an authorized RGA number and, unless otherwise agreed by Company, must
be freight prepaid by Distributor.





Notify
Customer Return Administrator


Telephone:  212.983.2640


Fax:   212.983.0654


The
      information needed for
              each
      Product is:
            ●           Type
      and quantity of Product being returned
              ●           The
      Product item number
              ●           Product
      cost
              ●           Reason
      for return





An RGA
number will be assigned.  Products must be returned promptly following
issuance of the related RGA number.  All Products must be shipped to
Company in accordance with the handling instructions, including packaging,
included with such Product.  Distributor shall be responsible to, and
shall indemnify, Company for all losses attributable to failure to follow such
instructions and for any losses to the Products prior to receipt by
Company  Reference the RGA number on each shipping
carton.





Return
      the product to:
            REF:  RGA
      Number
              Company,
      Inc.
              60
      Stults Road
              Dayton,
      New Jersey 08810





Replacement
Product, if required, will be shipped within a reasonable
time.  Company will bear the cost to Distributor of shipping the
replacement Product for defective Products or Company initiated
returns.  Unless otherwise agreed by Company, Distributor will pay for
the cost of shipping return or replacement Product returned for all other
reasons.





Inter
      Parfums USA, LLC
            [Name of
      Distributor]By:
            
            By:(Authorized
      Signature)
            
            (Authorized
      Signature)Name:
            
            Name:(Print
      or Type)
            
            (Print
      or Type)Title:
            
            Title:Date:
            
            Date:




31


SCHEDULE
D


LICENSOR’S
FOREIGN LICENSEE and their CUSTOMERS





[to be inserted fromfor the
applicable Territory from thetable in License
Agreement]


32