Exhibit
10.144.1 - English Translation - Certain confidential information in this
Exhibit 10.144.1 was omitted and filed separately with the Securities and
Exchange Commission (“SEC”) with a request for confidentialtreatment by Inter Parfums, Inc.




Commercial Lease
Contract




between




GEMFI




and




INTER PARFUMS








Exhibit 10.144.1 - English
Translation - Certain confidential information in this Exhibit 10.144.1 was
omitted and filed separately with the Securities and Exchange Commission (“SEC”)
with a request for confidential treatment by Inter Parfums,
Inc.




TABLE
OF CONTENTS




ARTICLE
                  
                  PAGE1.
                  DEFINITIONS-INTERPRETATIONS
                  72.
                  TERMS
      AND CONDITIONS FOR THE CONSTRUCTION AND DELIVERY OF THE
      PREMISES
                  113.
                  LEASE
                  184.
                  DURATION
      - DATE OF ENTRY INTO FORCE
                  185.
                  USE
      OF THE BUILDING
                  196.
                  RENT
      - CHARGES AND ACCESSORIES - VAT - PAYMENT - INDEXATION - SECURITY
      DEPOSIT
                  207.
                  CHARGES
      AND CONDITIONS
                  248.
                  RESTORATION
      OF THE PREMISES AT THE END OF THE LEASE
                  409.
                  RESOLUTORY
      CLAUSE
                  4010.
                  TECHNOLOGICAL
      OR NATURAL RISK PREVENTION PLAN
                  4111.
                  APPLICATION
      OF PAYMENTS
                  4112.
                  MODIFICATIONS
      - TOLERANCE - INDIVISIBILITY
                  4213.
                  REGISTRATION
                  4214.
                  NOTIFICATION
      – ELECTION OF RESIDENCE – TIME PERIODS
                  42







COMMERCIAL
LEASE AGREEMENT




BETWEEN:




The
company called "GEMFI"


limited
liability company with capital of 150,000 euros


whose
head office is located at 28 bis, rue Barbès - 92120 Montrouge


registered
in the Register of Commerce and Companies of Nanterre


under the
number B 339 753 72




Represented
by Mr. Serge SAINT-GENES, manager,




Hereinafter
referred to as "THE
LESSOR"




OF THE
FIRST PART




AND:




The
company called "INTER
PARFUMS"


Limited
company (S.A.) under French law with capital of 49,115,931 euros


whose
head office is located at 4 Rond-Point of the Champs-Elysées in 75008
PARIS,


registered
in the Register of Commerce and Companies of Paris under the number B 350 219
382,




Represented
by Mr. Philippe Benacin, President, duly empowered




Hereinafter
referred to as "THE
LESSEE"




OF THE
SECOND PART







The
Lessor and the Lessee are hereinafter referred to individually as a "Party" and
collectively as the "Parties".




3


HAVING
PREVIOUSLY ESTABLISHED THE FOLLOWING:




Designation
of the Building




(a)
            Designation
      of a plot of land located at Criquebeuf sur Seine (27340), the "Le Bosc
      Hetrel" business park and land registry section ZD number 251, 252, 254,
      256, 258, 260, 262, 264, 266, 268, 56 , 57, 58, 59, 62, 63, 64, 65, 133,
      135, 136, 137, 194, 270 with an area of [----------]1.




(b)
            Designation
      of the Building




The
building will represent


1/ In a
first phase, an area of 31.006,16 m2 net floor area comprising:


-
Warehouse: 30,147.51 m2 net floor area with 5 cells and technical
areas,


- Offices
and Common Areas: 858.65 m2 net floor areas,


- Parking
spaces for light vehicles: 164


The
delivery date for this phase is scheduled for April 15, 2011





2 / In a
second phase:


The
leased area will be extended by one or two new cells of [----------2]2  for warehouse
use for products of the same categories as those of the first section. This
extension option is granted to the Lessee for a time period expiring April 30,
2012.


Upon
exercise of this option by the LESSEE, the said extension will be delivered no
later than April 30, 2013.The leased area will be extended by an extension of
one OR two new cells for warehouse use of [----------]3.





all in
accordance with the plans and descriptions attached hereto as Appendices 1 and
2.





Administrative
authorizations




Within
the context of the construction of the building, the following administrative
authorizations have been requested:




(a)
            Authorization
      / Declaration under the regulations on the classified
      facilities




(i)
            Request
      for an operating license as of July 4, 2008 supplemented by a dispatch
      dated July 16, 2009 and a new filing dated April 30, 2010 to create and
      operate a warehouse allowing the storage of products of the nomenclature
      of the classified facilities according to the type and quantities
      appearing in the table below.




Storage
cells. The storage area will be divided into eight sections.




Cells 1510/2662/2663
                      
                      Cells 1412/1432
                      
                      Loading AreaLOT
      1
                      
                      [------------------------------------
                      
                      
                      
                      -----------------LOT
      2
                      
                      --------------------------
                      
                      
                      
                      -----------------LOT
      3
                      
                      --------------------------
                      
                      
                      
                      -----------------LOT
      4
                      
                      --------------------------
                      
                      
                      
                      -----------------LOT
      5
                      
                      --------------------------
                      
                      
                      
                      -----------------LOT
      6 7 8
                      
                      --------------------------
                      
                      -----------------
                      
                      -----------------TOTAL
                      
                      --------------------------
                      
                      -----------------
                      
                      ---------------]4
 1
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.1.


2Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.2.


3Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.3.


4Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.4.




Page 4 of
46




The said
cells will allow the storage of products corresponding to the categories of the
classified facilities for the items and quantities in the table
below




Category
                      
                      Description of Activity
                      
                      Installationcapacity
                      
                      Rules1412-2-a
                      
                      Storage
      in manufacturedreservoirs
      of flammable gasliquids
      (aerosols), the totalquantity
      possible of beingpresent
      greater than or equal to50
      tons
                      
                      [-----------
                      
                      Authorization1432-2-a
                      
                      Storage
      in manufacturedreservoirs
      of flammable liquids,the
      capacity equivalent beinggreater
      than 100 m3
                      
                      ------------
                      
                      Authorization1510-1
                      
                      Covered
      storage (storage ofproducts
      in quantities greaterthan
      50 t) of a volume greaterthan
      or equal to 50,000 m3
                      
                      ------------
                      
                      Authorization1530
                      
                      Storage
      of wood, paper,cardboard
      or similar combustible material, the quantity storedbeing
      greater than 20,000 m3
                      
                      ------------
                      
                      Authorization266
                      
                      Storage
      of polymers (plasticmaterials,
      rubber, elastomeres,resins
      and synthetic adhesives),the
      volume possible of beingstored
      being greater than 1,000m3
                      
                      ------------
                      
                      Authorization2663-1
                      
                      Pneumatics
      and products of which50%
      at least of the total unitarymass
      is made up of polymer(storage
      of):
                        1.  
      In the alveolar or expanded state such as latex foam, polyurethane,
      polystyrene etc.
                      
                      ------------
                      
                      Authorization2663-2
                      
                      Pneumatics
      and products of which50%
      at least of the total unitarymass
      is made up of polymers(storage
      of):
                        2.  
      In other cases and for pneumatics, the volume possible of being stored is
      greater than 10,000 m3
                      
                      ------------
                      
                      Authorization2910-A-2
                      
                      Installation
      of combusion whichconsumes
      exclusively natural gas
                      
                      ------------
                      
                      Not
      submitted2925
                      
                      Battery
      charging area with amaximum
      amount of continuouscurrent
      which is greater than 50kW
                      
                      ------------]5
                      
                      Declaration







Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.4.


Page 5 of
46




In terms
of the additional filing dated April 30, 2010, modifications were made to the
initial request to adapt the required license to the Lessee's mode of
operation.




This
means the integration of the option to store flammable materials in the entire
area of the cells provided however that the height does not exceed 5m, that the
flammables are contained in glass vials with a capacity not exceeding 100 ml and
for an overall quantity of less than 190 liters per pallet in accordance with
the advice of the CNPP of December 18, 2009.




(b)
            Building
      Permit




(i)
            Application
      for a building permit dated July 18, 2008 for construction on the parcels
      constituting the plot of land of a building with [------------]6 of net surface
      area




(ii)
            Building
      permit order issued December 2, 2008 under number 027 188 08 A0022 and
      authorizing the construction of the said building, final in the absence of
      claims by third parties and suspension by the administrative authority,
      hereinafter appended as Appendix
    4.




The said
building permit has been posted on the plot as has been noted in a statement
prepared by Mr. THIERRY, Bailiff in Louviers on 15 December 2008.




It is
recalled that before the date of signature of this Lease, the Lessee has
provided the following documents to the Lessor:




- copy of
the application for the building permit and its appendices,




- copy of
the building permit order,




- copy of
the current application for an operating license.




The
Lessor declares have full knowledge of the elements and information contained in
the above mentioned documents of which he declares himself
satisfied.





6 Confidential
information omitted and filed separately with the SEC with a request for
confidential treatment by Inter Parfums, Inc., no. 10.144.1.6




Page 6 of
46




IT
HAS BEEN DECLARED AND AGREED AS FOLLOWS:




1.
            DEFINITIONS-INTERPRETATIONS


1.2
            Force of
      Definitions




The terms
and expressions set out below in the body of this Contract and in its appendices
shall have the following meanings:




"Appendix(ces)"means the
appendix(ces) to this Contract.




"Building Architect"means the
architect designated by the Lessor to monitor the status of the Building and the
work of any nature whatsoever which may be carried out in the
Building.




"Operating license" means the
authorization to be issued by the Prefecture in accordance with the request, a
copy of which has already been provided to the Lessee as well as that arising
out of the additional request appearing in Appendix 3.




"Lease"means the commercial
lease subject to Articles L. 145-1 to L. 145-60 and R.145-1 to R.145-33 of the
Commercial Code (as well as the provisions not repealed of Decree No. 53-960 of
September 30, 1953), subject of this Contract as well as all amendments to
it.




"Commercial Lease" means a
commercial lease subject to Articles L. 145-1 to L. 145-60 and R.145-1 to
R.145-33 of the Commercial Code (as well as the provisions not repealed by
Decree No. 53-960 of September 30, 1953).




"Lessor" means the person
named in the beginning of this document in the first part, owner of the
Building, and any beneficiary thereof.




"Building" means the building
more fully described in paragraph (b) of the above preamble.




"Legitimate Reason(s) for
Delay" means:




-
            Days
      of bad weather where work is stopped; to be taken into account, these days
      of bad weather must have caused a real work stoppage declared by the prime
      contractor for the work




-
            A
      record from the weather station closest to the worksite must show proof of
      one of the following three
conditions:




• Cold
weather: temperatures at or below 0° C or uninterrupted snowfall




• for the
cranes for lifting equipment and aerial work on the roof and exterior facades,
winds of 50 km/h between 6 am and 6 pm; or the presence of non-constant
gusts




• rainy
weather before the building is enclosed and covered, or for any work outside,
precipitation greater than 10 ml of rainfall between 6 am or rainfall exceeding
20 cm in the previous24 hours




- Delays
due to a general strike or specific activities related to the building
construction industry or its associated industries, except strikes specific to
the worksite.




- Delays
due to an interruption in supplies for the worksite because of transportation
strikes, demonstrations or requisitions by public authorities




-
Administrative or legal injunctions to suspend or stop the work or to reduce the
hours the worksite is open (as long as these are not based on negligence
attributable to the Vendor or those involved in the construction
operation).




- Discord
arising from hostilities, acts of war, riots, terrorism, disasters and
revolutions in so far as these events have actually led to a delay in the
progress of the work.




Page 7 of
46
 
  - Fires
and disasters affecting the site, unless they are due to fault(s) or negligence
of those involved in the construction operation.
  - Cases
of force majeure.
  These
events may in any case only be regarded as legitimate reasons for delay if they
are reported to the Lessee by registered letter with delivery confirmation
within 8 days of their occurrence and provided that a new delivery schedule is
also notified.
  The
implementation schedule for the delivery of the Building provided in this lease
already includes a total number of 10 days of bad weather.
  Considered
as a case of force majeure are any of the following events that are
unforeseeable, uncontrollable and totally external to the person of the Seller
and or Lessor, and to any of their contractors and/or their agents, and more
generally any person authorized to enter the site by the Seller and/or his
contractors and/or agents.
  Without
the list being limiting, Parties consider notably as a case of force majeure,
the following events: lightning, hurricanes, floods, earthquake or any other
natural phenomena of a catastrophic nature, falling aircraft, general breakdown
of the energy supply necessary to carry out the construction, popular movements,
direct or indirect effects of explosions, releases of heat, radiation from the
transmutation of the nucleus of atoms or radioactivity, radiation effects caused
by particle acceleration.
  "Charges and Accessories"
means all amounts charged to the Lessee under this Contract in addition to the
Rent in principal, including, and without this list having a limiting nature,
Common Expenses and the amounts described in articles 78and 9
  "Common expenses"means the
common expenses such as:
  - fees
and honorariums for the Building manager, fees and honorariums for AFUL,
equipment for the area and others ...
  -
expenses related to the operation of the Building and its equipment and its
maintenance, as well as its consumption such as:  water, electricity,
gas, steam, chilled water, telephone, or others, expenses related to compliance
of the Building with Applicable Regulations, the cost of insurance premiums,
Real Estate Taxes and charges to which the building is subject, the costs of
labor, wages, benefits and payroll taxes for the personnel responsible for
carrying out  tasks for services or benefits provided in the Building,
etc..
  "Contract" means all of the
documents comprising this Contract, all of its appendices to which reference is
made, any amendments or modifications (to the exclusion of all other documents
and particularly those prepared or exchanged between the parties prior to the
date hereof and the signing of this Contract) all of which have been signed and
approved by the Parties.
  "Delivery Date" means the date
of delivery which is April 15, 2011.
  "Effective Date of the Lease"
means the date the lease comes into effect, which is June 1, 2011.
  "Technical Description"means
the description detailing the technical specifications, standards, the quality
of materials and equipment to be used to construct the building as well as their
mode of use and the general conditions for their implementation, of which a copy
is attached as Appendix
2.
  Page 8 of
46
 "Use" means the use that can
be made of the Building and the activities that can be performed in it in
accordance with Article5
of this Contract.
  "State of the Premises"means
the state of the premises established in the presence of both the Lessor and the
Lessee or by judicial bailiff in the presence of the Lessor and Lessee, which
will be drawn up as an inventory on the day of delivery.
  "Expert" means the person
designated by the parties to settle disputes related to the state of the
Building at the time of delivery.
  "Force Majeure" is a case of
force majeure, strikes, social movements, fires, floods and other unpredictable
events or uncontrollable incidents beyond the will of one of the parties,
disturbances resulting from riots, revolutions, wars or disasters.
  "Group"means the group within
the meaning of Article L. 233-3-I of the Commercial Code.
  "Building” means the building
more fully described in paragraph0 of the preamble above, the Common Parts, as
well as all facilities and equipment for the use of the Building or the Common
Parts of it and in which the Premises are located.
  "Late Payment Interest" means
the interest payable on any amount owed by the Lessee to the Lessor under this
Contract and not paid by the due date, at the legal rate in effect in France on
the date the payment is due, plus [-------------]%7.
  "INSEE" means the National
Institute of Statistics and Economic Studies.
  "Day(s)" means calendar
day.
  "Delivery" means the making
available of the Premises after completion by the Lessor for the benefit of the
Lessee, in accordance with the conditions set out in Article 2.3.
  "Premises" means all or part
of the Building more fully described and identified on the plans and in the
description forming Appendix 1
and 2and as far as these premises extend, continue and include as well
as all of the facilities and equipment intended for the exclusive use of the
said Premises.
  "Rent" means the annual rent
excluding taxes and excluding Charges and Accessories payable at any given time
under the Lease, as set out in the provisions ofArticle 6.
  "Availability" means the
progressive availability of the Premises from February 15, 2011 until April 15,
2011 by cells and subject to proof of insurance by the Lessee.
  "Party(ies)" means each party
or all parties to the Contract.
  "Common Areas" means the
common parts including Building facilities and equipment, as defined in Appendix 5 (list of common
areas to be established including facilities and areas for sprinklers, heating,
caretaking ...) .
  
 7
  Page 9 of
46
 "Lessee" means the person
named at the beginning of this document in the second part, or any assignee
thereof as permitted pursuant to the provisions of this Contract, to the
exclusion of all other persons.
  "Internal regulations" means
as far as necessary the internal regulations defining the organization and
management of the Building.
  "Applicable Regulations" means
all treaties, directives, laws, decrees, regulations, instructions, orders,
circulars, codes, customs, practices, rules and standards of the industry, as
well as the decisions, orders, injunctions, instructions and recommendations of
the competent authorities, as applicable both to the Building and to the
Parties, including notably the area of environmental protection, hygiene, public
health, safety of goods and persons applicable in matters of construction,
buildings, operations and occupancy of real estate property.
  "VAT" means the value added
tax.
  1.3
                Interpretation
  Under
this Contract and unless the context otherwise requires it:
  (a)
                references
      to articles, paragraphs and Appendices shall be construed as being
      references to articles, paragraphs and Appendices of this Contract and the
      references to this Contract including its
  Appendices;
  (b)
                references
      to a time of day, unless specifically indicated, refer to Paris
      time;
  (c)
                reference
      to a person includes his assignees and subsequent successors;
      and
  (d)
                reference
      to a document means this document, as it may be amended, replaced by
      novation or completed.
  The term
Lessor and Lessee defines the legal entity of the contractor, regardless of the
number, the person or legal entity thereof, refers to his direct involvement or
by proxy, and implies, unless otherwise expressly stated, solidarity in cases of
multiple people, responding to the same denomination.
  1.4
                Two
  parts
  The
Parties agree to establish the Contract in two parts:
  1st PART:
TERMS AND CONDITIONS OF CONSTRUCTION AND DELIVERY OF THE PREMISES
[BUILDING]
  2nd PART:
CONDITIONS APPLICABLE FROM THE DATE THE LEASE COMES INTO EFFECT
  Page 10
of 46
 
 1stPart
 
 Conditions
applicable during the construction period
  2.
                TERMS AND CONDITIONS FOR THE
      CONSTRUCTION AND DELIVERY OF THE
PREMISES
  The
following is agreed upon concerning the carrying out of the construction work
and its delivery.
  2.1
                Time periods - specific
      conditions relative to the time period for Deliverycomprising the first
      stage
  The
Lessor, pursuant to this Contract, is committed towards the Lessee to construct
the Building [the Premises] in accordance with the Technical Specification in
two phases.
  The
Premises [the Building] constituting the first stage will be completed and
delivered to Lessee, no later than April 15, 2011.
  The
Deadline for Completion will be adjusted in the event of an occurrence of a
Legitimate Reason for Delay beyond the 10 days included in the schedule. In the
event of a Legitimate Reason for Delay, provided that these legitimate reasons
for delay are reported to the Lessee by certified letter with return receipt
within 8 days of their occurrence and provided that notice of a new delivery
schedule is provided, the Deadline for Completion will be adjusted by a time
equal to that during which the event in question would have been an obstacle to
the continuation of the work.
  2.2
                Time periods - specific
      conditions relative to the time period for Delivery comprising the second
      phase
  The
Premises [the Building] constituting the second phase will be completed and
delivered to the Lessee no later than April 30, 2013 in the event of the
exercise of the option stipulated below.
  The
Lessee not having to this date taken a firm decision as to his willingness to
lease the premises constituting the second phase, the construction of the latter
requiring an additional building permit for the additional [-------------2]8 net floor area to the
permit obtained and a modified operating license, the following has been
agreed:
  As of
April 15, 2011, the Lessor will file an application for an additional building
permit to the effect of allowing the construction of the [-------------]9 net floor area
constituting the second section.
  Within
ten consecutive days of the filing of this application, the Lessee will then
became operator and will file an application for a modified operating license.
The file for the operating license will be drawn up in conjunction with the
Lessor and with the environmental firm who carried out the study for the
original file, the cost of which will be borne by the Lessor.
  The
Parties undertake to inform each other of the exchanges and responses of the
administrative services during the process of completion of these
files.
 
 8
  9
  Page 11
of 46
  The
Lessee shall have a period expiring April 30, 2012 to require the Lessor to
construct the premises constituting the second phase.
  The
Premises [the Building] constituting the second phase will be completed and
delivered to the Lessee, no later than April 30, 2013.
  2.3
                Completion of work -
      availability of the Premises
  (a)
                Definition
      of completion
  The
buildings will be considered to be completed when the work has been carried out
and all items of equipment have been installed in accordance with the building
permits, the Technical Description, the Technical Description of the Lessee's
work, the rules of practice and the standards and the Applicable Regulations on
the Delivery Date, taking into account the intended use and the nature of the
Premises.
  In this
regard, it is specified, in accordance with the laws in force (Article R.261-1
of the Construction and Housing Code), and by transposition of these rules, that
for the assessment of completion, non-compliance is not taken into consideration
when it is not of a substantial nature. It is the same for defects which do not
render the work or the equipment items unfit for use.
  The
defects, imperfections and non-conformities may be subject to reservations by
the Lessee as described below in Article2.3(b)).
  (b)
                Delivery
      and lifting of reservations
  (i)
                Visit
      prior to the Delivery of the
Premises
  The
Lessor will inform the Lessee, 10 days in advance and by registered letter with
return receipt, of the proposed timetable for a visit prior to Delivery, at
least 10 days before the date set out as the Delivery Date.
  Its
purpose is to allow the Lessee to formulate his observations on the performance
of the work.All installations, adjustments, tests and checks must be completed
by the Delivery Date (it being understood that the adjustments relating to
heating and air conditioning if they exist will be made after the Date of
Delivery if they cannot be made before the Date of Delivery given the climatic
conditions existing at that date).
  The
Lessor undertakes to declare in the statement of acceptance of the work to be
concluded between the Lessor and the Builder, all of the observations made by
the Lessee during the visit and not withdrawn on acceptance.
  (ii)
                Procedure
      for Delivery and Date of Delivery
  The
Lessor shall convene the Lessee by registered letter with return receipt sent at
least ten (10) Business Days before the date of delivery.
  The
statement which will be drawn up between the Parties will serve as an inventory
of the premises, and will declare the Delivery of the Premises with or without
reservations by the Lessor. The statement will be established between the
parties or by a bailiff at the Lessee's expense.
  Page 12
of 46
 In the
event that the Lessee does not attend this meeting, there will be a second
notice sent by registered mail with return receipt at least ten (10) Days in
advance or by Bailiff Three full days in advance. In the event that the Lessee
is present at this second meeting and he gives his agreement on the state of
completion, the Building will be deemed to have been Delivered on the date set
out for the first meeting.
  In the
event that the Lessee is not present at this second meeting, the Building will
be deemed to have been made available on the date set out for the first meeting.
Failing establishment of a statement of Delivery due to the non-attendance of
the Lessee on the scheduled date for Delivery referred to above, the Premises
shall be deemed completed under the conditions ofArticle 2.3, without
prejudice to the lifting of any possible reservations made by the Lessee during
the Prior Visit.
  In the
event of disagreement between the Parties on the state of completion in
accordance with the definition referred to above in Article 2.3, the Parties will
submit to the decision of the Expert appointed by mutual agreement between the
parties or by a Summary Order at the request of the most diligent party who will
be responsible for this finding and which will, where applicable, prescribe the
work required for completion.
  The
Expert must render its decision at the latest within one month from the date of
his appointment.
  The
decision of the Expert shall be final and shall not be subject to any form of
redress. It will be up to the Expert to designate the Party who shall bear the
consulting costs and fees.
  If the
expert concludes the completion of the construction in accordance with the
contractual definition referred to in Article 2.3 above, the
Delivery will be deemed to have occurred on the date specified in the first
notice of meeting by the Lessor as referred to above and all charges resulting
from the intervention of the Expert shall be borne by the Lessee.
  In the
contrary situation, the Lessor shall make or have made the work prescribed by
the Expert to achieve completion and will reconvene the Lessee in the manner
prescribed above, the costs resulting from the intervention of the Expert then
being borne by the Lessor.
  The
Lessee may not require any work in the Premises after Delivery as visible
defects, with the exception of those which have been subject of
reservations.
  (iii)
                Lifting
      of reservations
  The
Lessee may possibly formulate reservations during the Prior Visit and/or
Delivery with respect to defects, imperfections and/or
non-conformities
  The
reservations formulated by the Lessee and/or by the Lessor must be lifted no
later than July 25, 2011.
  From the
time of the lifting of the last reservations, the Lessee can no longer require
the Lessor to do any rework, either for poor workmanship or non-conformity with
respect to the reservations made upon Delivery.
  Page 13
of 46
  The
Lessee will nevertheless bring to the Lessor's attention any disorder/defects
that he is aware of, which could be repaired under the guarantee of perfect
completion due to the Vendor by companies. The Lessor shall ensure that the
Seller takes action against the companies concerned as soon as possible when
necessary or upon request of the Lessee to the extent that such
disorders/defects relating to the work will be covered by this
guarantee.
  Once all
reservations have been lifted, the Lessor shall notify the Lessee by registered
letter with acknowledgment of receipt and with this notification shall convene
the Lessee with a prior notice of fifteen (15) calendar days to a visit in order
to certify the removal of the said reservations.
  A
statement of the lifting of the said reservations will be established between
the Parties and will establish the statement of Delivery.
  In the
event of disagreement between the Parties on the lifting of all reservations
raised at the Prior Visit and/or on Delivery, the Parties shall submit to the
decision of the Expert, who will be responsible for determining whether all
reservations raised at the Prior visit and/or on Delivery have been
lifted.
  The
Expert must render its decision at the latest within one month from the date of
his appointment.
  The
decision of the Expert shall be final and shall not be subject to any form of
redress. It will be up to the Expert to designate the Party who shall bear the
consulting costs and fees.
  (iv)
                Access
      to the Premises by Lessor or its companies after the Date of
      Delivery.
  The
Lessor may involve companies responsible for the lifting of the reservations in
the Premises provided that such companies comply with the rules and regulations
which may be reasonably imposed by the Lessee.  The companies will
make their best efforts to minimize disruption to the use of the Premises by the
Lessee.
  The
Lessee is obliged to allow these companies to enter the premises any day of the
week, at reasonable times, in order to proceed with the lifting of the
reservations and undertakes to make his best efforts to facilitate the
involvement of the Lessor's companies.
  The
Lessee may not claim any compensation due to the inconvenience caused by the
presence of such companies to carry out the lifting of reservations in
application of this article.
  -
Availability and Delivery of the Premises
  As of
February 15, 2011 the Building will be made available to the Lessee so that he
or his companies may carry out their own work and install their own processes at
the Lessee's expense for which they are responsible to obtain insurance under
the terms of Article 7.8.
  The
Availability will take place cell by cell after the foundation has been poured
and dried.From the time that cell by cell becomes available in the order
indicated in the plan comprising Appendix 7, the Project
Manager may begin to carry out his own work.
  Page 14
of 46
  Such
Availability shall not prevent the Lessor's companies from carrying out their
work in the area.
  During
this period the Lessee shall have carried out by his own providers and companies
only work for the refurbishment and installation of his processes in the
warehouse.
  It is
further specified here that the facilities provided will not be completed within
the meaning of this Contra
  ct, but
only covered by steel framing and enclosed by single skin sheet cladding and the
floor foundation poured and clean and dry.
  Prior to
the availability of each cell, an inventory of the premises will be drawn up
between the parties.
  While all
or part of the building is made available to the Lessee or to his companies or
service providers before the delivery of the building, these last will be
responsible for the protection and guarding of all materials or
equipment
  All of
the companies selected by the Lessee must comply with all of the site
regulations.
  The
Lessee will manage the expanding health and safety mission, and must establish
an update of the General Coordination Plan with the Promoter’s construction
coordinator and subscribe to any necessary insurance for a policy covering any
damages which may result from the involvement of the companies that he has
selected and for whom he will assume liability.
  In
addition, the Lessee shall communicate to the Lessor the amount of the
development work that he is undertaking so that the Lessor may subscribe to any
additional and necessary insurance policies
  The
additional premium arising from this work will be reinvoiced by the Lessor to
the Lessee.
  Delivery
of the Building will take place April 15, 2011 with the Lessee being responsible
for the proof of insurance under the terms of Article 7.8, the effective date of
the lease being postponed to June 1, 2011.
  2.4
                Modifications and additional
      work
  In the
event that the Lessee, after the signing of this Lease and prior to the
completion of work, would like to make changes to the plans and specifications
or have additional work carried out, he must make this request to the Lessor who
will, in conjunction with the builder, assess whether the requested work is
feasible.
  The
Lessor, if the changes can be made, will indicate to the Lessee the potential
impact on the Rent and the time period for Delivery, and the agreement between
the Parties shall be set out in a written amendment.
  2.5
                HEQ AFILOG 1*
      certification
  In order
to obtain HEQAFILOG 1*
certification of the Building, the Lessor and the Lessee have defined by common
agreement the terms and conditions of their respective commitments to achieve
this goal.
  Page 15
of 46
  The
Lessor has defined in terms of an Appendix hereto the additional elements of the
construction program required in order to obtain this certification. The builder
has evaluated this additional investment, which represents a budget of
approximately €[-------------]10 (Appendix 9).The
additional elements set out in this statement are enunciative and may be
substituted for others insofar as concerns the external factors and the CMV, as
part of the certification process which will be cared out.
  The
compliance audit will be conducted by the ELAN office which will coordinate the
program certification and develop a charter based on the retained AFILOG reference criteria.This
Charter will define the objectives and means of implementation and the
respective obligations of the Lessor in his capacity as Project Manager and the
Lessee as an operator.It will be signed by both parties and will become, upon
ratification, an appendix to the Lease.
  In
consideration of the economies for operating expenses, the Lessee has agreed to
participate in this investment for up to € [-------------]11.
  This sum
shall be paid to the Lessor when the certificate of compliance for the equipment
additional to the specifications is obtained, issued by the ELAN
office.
  Each of
the parties undertakes to make his best efforts to obtain this
certification.
  2.6
                Surface Area
      Tolerance
  In the
event that the surface area as it will be measured by the Surveyor under the
conditions described above is less by more than [-------------]12% of the surface area
defined in the lease by the Lessor, the rent will be reduced by € [------------]13/ M2 net floor area for
the missing area, beyond the threshold of [-------------]14%.
  2.7
                List of documents to be
      provided by the Lessor to the
Lessee
  The
following documents shall be delivered by the Lessor to the Lessee as and when
they are drawn up and at the latest within [three (3)] months following the Date
of Delivery:
  -
                DIUO
      (post-construction works file)
  -
                DOE
      (construction specifications file)
 
 10
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.10.
  11
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.11.
  12
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.12.
  13
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.13.
  14
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.14.
  Page 16
of 46
  2.8
                Failure to carry out reciprocal
      commitments
  Obligation
to take on the Lease
  Within
two months of the signing of the lease, the Lessee must provide a bank guarantee
for the payment of a security deposit equal to [-------------]15 months’ rent before
taxes, the Payment of this security deposit is due on the day the lease comes
into effect.
  Without
prejudice to any right to compensation for damages suffered by the Lessor, it is
understood that in the event of refusal to lease the goods delivered without
good reason (notably in the event of non-conformity of the goods to this
Contract or in the absence of an operating license), the Lessee will be liable
for all of the rents and charges until the end of the time periods for which
leave has been renounced.
  As such,
the Lessee agrees to pay irrevocably as a provision against the amount for which
it would be recognized as liable for the damages suffered by the Lessor in the
event that it defaults on its commitment to lease the property delivered, an
amount representing the aggregate of 12 months of rent/before taxes and an
amount of € [-------------]16/before taxes
representing the cost of the specific arrangements made for his establishment in
the facility during construction of the building to meet his process
requirements.
  The said
sum will be payable upon the first request by the Lessor and payable within
fifteen days of the receipt thereof.
 
 Failing
this payment under the conditions set out above, the Lessee shall be liable for
an additional lump sum payment by full right of the law of -------------]17% of this
amount.
  Delayed
Delivery
  In case
of delay in delivery not exceeding a period of one month and for any fact not
attributable to a legitimate reason for delay, the Lessor shall be liable by
full right of the law for compensation of € [-------------]18 before taxes per day of
delay. This compensation shall be without prejudice to any right to compensation
for damages suffered by the Lessee.It will be paid by the Lessor to the Lessee
on the day of delivery.
  In the
event of a delay in delivery exceeding [-------------]19, the Lessor irrevocably
undertakes to pay as compensation, an amount equivalent to [-------------]20 rent credited against
the amount of compensation for damages suffered by the Tenant which would be
obtained by any legal remedy in respect of the damages suffered. The said sum
will be payable upon the first request by the Lessee and payable within fifteen
days of the receipt thereof.
 
 15
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.15.
  16
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.16.
  17
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.17.
  18
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.18.
  19
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.19.
  20
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.20.
 
 Page 17
of 46
 Relationship
between the parties during construction
  In the
event of the sale of the building before the completion of construction, GEMFI
will remain the sole interlocutor for INTER PARFUMS until the perfect delivery
of the premises and will remain the guarantor towards the Lessee for all
obligations resulting from this contract and the lease.In addition, all of the
said commitments will be binding upon the purchaser for the benefit of the
Lessee.
  2ndPart
 
 Conditions
applicable from the Effective Date of the Lease
  3.
                LEASE
  The
Lessor provides a Commercial Building Lease to the Lessee who accepts it for its
duration, subject to the rent being paid for the leases below as well as the
charges and conditions hereafter set forth, summarized in the following specific
conditions as well as those which may arise from law and custom, that the Lessee
undertakes to observe and this under penalty of immediate termination of the
Lease in accordance with Article 9of
this Agreement and without prejudice of any other compensation and
damages-interest.
  The
parties expressly submit the Leases to Articles L. 145-1 and following and
R.145-1 and following of the Commercial Code and the provisions not repealed of
Decree No. 53-960 of September 30, 1953, intending that the leases be subject to
the statutes for commercial leases.
  4.
                DURATION - DATE OF ENTRY INTO
      FORCE
  4.1
                Effective Date of the
      Leases
  DURATION
OF THE LEASES:
  1) For
the 4 cells representing [-------------]21 of net floor area and
[-------------]22 net floor area for use
as office space and social space corresponding to Lot Nos. 1 to 4 on the map
attached as an appendix hereto, the main Lease will take effect on June 1, 2011
and will be extended for a fixed and irrevocable 9 full and consecutive years
and the Lessee expressly waives his right to give notice during this fixed term
of nine years after it takes effect such that the rental of these 4 cells and
premises have a minimum duration of nine years.
  2) For a
cell of approximately [-------------]223 net floor area
corresponding to Lot No. 5 on the plan attached as an appendix hereto, the Lease
shall take effect from June 1, 2011 and will be extended for a fixed and
irrevocable term of 6 full and consecutive years, the Lessee renouncing from the
time of this Contract his ability to give notice of termination during this term
of six years following the effective date such that the rental of this cell has
a minimum duration of six years.
  3) Upon
exercise of the option of extension applying to one or two cells consisting of
[-------------]24 of net floor area per
the plan attached as an appendix hereto, the Lease will be extended under the
same terms and conditions for a period of 9 years from the Delivery of this
additional surface area with a duration of a minimum of four years, the Lessee
renouncing from this time forward his ability to give leave of notice for a
period of 4 years following its delivery.
  
 21
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.21.
  22
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.22.
  23
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.23.
  24
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.24.
 
 Page 18
of 46
 The
Lessee may give notice to the Lessor by extrajudicial process at least six (6)
months in advance for each of the terms set out above.
  The
Lessor may terminate the leases, by extrajudicial process, as provided by law
and as provided in this Contract, in particular in Article 9.
  If
renewed, the Parties agree that the lease renewal will be for nine (9) full and
consecutive years with the possibility for the Lessee to terminate the renewal
at the end of the third year and the sixth year.
  4.2
                Taking
      possession
  The
Lessee will take possession of the Building as of April 15, 2011, the date of
Delivery, the prior period being defined as a single period of availability for
the carrying out of the Lessee's own work and the installation of his processes,
the effective date of the lease being deferred to June 1, 2011.
  5.
                USE OF THE
      BUILDING
  5.1
                Use of the
      Building
  The
building may only be used for the exclusive storage of products that meet the
criteria for which the operating license will be issued.
  5.2
                Permitted
      Activities
  The
Lessee may only exercise warehousing, logistics operations and office operations
related to this activity in the Building.
  As an
essential and determining condition without which the Lessor would not have
entered into this Contract, the Lessee undertakes unless otherwise agreed and in
writing from the Lessor, to retain the building for its intended use, to the
exclusion of any other use or activity of any kind, extent and duration such
that it is, under penalty of termination of the Lease by the Lessor, as he sees
fit.
  The
Lessee may not, under any pretext, alter or modify, even momentarily, the nature
of the activity exercised in the Building or add related or additional
activities without having complied with the procedure provided for this purpose
by Articles L. 145-47 to L. 145-55 of the Commercial Code.
  The
Lessee may carry on his activities in the Building in a personal, constant and
uninterrupted manner barring the implementation of the termination clause set
forth below, subject to the provisions of Article 7.1 below.
  Page 19
of 46
  6.
                RENT - CHARGES AND ACCESSORIES
      - VAT - PAYMENT - INDEXATION - SECURITY
  DEPOSIT
  6.1
                Rent
  The Lease
is entered into and accepted provided that an annual Rent is paid from the time
the lease takes effect of € [-------------]25/m2 net floor area
increased by a rent supplement of € [-------------]26/m2net floor area
excluding VAT, for paved areas corresponding to norm T34 category 1, payable
quarterly in advance. Taking into account the exemption granted by the LESSOR,
this rent shall be payable only from the [-------------]27 month following the
effective date of the lease, which will be indexed in accordance with Article
6.5 below
  For the
one or two cells covered by the option to extend the subject of the lease, the
rent on the date of delivery will be set at the base value above updated for the
effect of any variation in the index of construction costs, on the day of their
delivery in application of Article 6.5 below.
  6.2
                Charges and
      Accessories
  In
addition to the Rent, the Lessee shall pay to Landlord all Charges and
Accessories and more generally any sums due under this Contract in such manner
that the Lessor shall not be pursued and shall be held harmless and that the
rent is still perceived to be net of all fees and charges whatsoever by the
Lessor, subject to the provisions of Article 7.6 of this lease.
  6.3
                VAT
  The rent
in principal, the Charges and Accessories are exclusive of VAT.The Lessor having
decided to opt for the VAT, the Lessee agrees to pay, in the hands of Lessor,
the amount of the VAT payable on the rent, Charges and Accessories, or any other
taxes or new taxes, in addition or as a replacement, at the rates in effect on
the day the VAT is payable or any tax that is substituted for it.
  If for
any reason whatsoever or due to a change in the law, the sums owed by Lessee
under this lease became subject to the tax on leases or to any other tax or fee,
the Lessee shall bear the expense in addition to the rents, Charges and
Accessories.
  6.4
                Payment of the Rent, Charges
      and Accessories and the VAT
  The
Lessor will send the Lessee a quarterly invoice with a breakdown of the amounts
payable in respect of rent, Charges and Accessories and the VAT.
  (a)
                Date of payment of
      rent
  The rent
and the associated VAT will be payable per quarter quarterly and in advance on
the first day of each calendar quarter.If the first day of a calendar quarter is
a Sunday or a statutory holiday, payment must take place on the last business
day preceding this Sunday or this statutory holiday.
  [For the
calendar quarter in progress on the date the Lease comes into effect, the Lessee
shall pay no later than within a time period of fifteen (15) Days the proportion
attributable to the period of occupancy during the said quarter.]
 
 25
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.25.
  26
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.26.
  27
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.27.
  Page 20
of 46
  (b)
                Date of payment of Charges and
      Accessories
  (i)
                Provisional
      payments
  The
Lessee shall pay the Charges and Accessories, plus the VAT, at the same time as
the rent and under the same conditions, by the payment of a provisional payment
calculated quarterly by the Lessor, based on the budget estimates prepared by
him for each year.
  In the
event that during the year, the aforementioned provisional payment is found to
be insufficient, the Lessor will adjust the amount of this provisional payment
and shall notify the Lessee of the adjusted amount of the provisional payment
with the supporting documents. The Lessee will pay the amount claimed to the
Lessor within fifteen (15) days after receipt of the notification.
  (ii)
                Financial
      statements
  The
Lessor shall prepare and provide to the Lessee on or before the end of the
second quarter of each year, a statement of financial accounts for the Charges
and Accessories applying to the previous year, and will make available to the
Lessee all supporting documents for a period of two (2) months after receipt of
the said notice by the Lessee. The parties shall have a time period of two (2)
months after receipt by the Lessee of the said notice, to question or express
reservations with respect to the financial statements for the Charges and
Accessories.Beyond the time period of two (2) months mentioned above, the said
financial statements will become final without one or other of the parties being
able to dispute them.
  If the
provisional payments made by the Lessee prove to be less than the actual Charges
and Accessories appearing in the financial statements referred to above, the
Lessee agrees to pay the Lessor, within fifteen (15) Days from the receipt of
the Lessor's request, any additional amounts that may be required.In the event
that the provisional payments made by the Lessee exceed the amount of the actual
Charges and Accessories appearing in the financial statements referred to above,
the overpayment will be deducted automatically from the requests for provisional
payments for the current year.
  (iii)
                Financial
      statements at the end of the Lease
  In the
event that for whatever reason the Lessee leaves the Building, the Lessor shall
prepare and provide to the Lessee a statement of accounts at the end of the
Lease which includes the Charges and Accessories and any amounts which may be
owed by the Lessee under Article 8 within a time period
of three (3) months from the date on which the amounts due under Article8shall be determined.
The amount appearing on the financial statements at the end of the lease will be
deducted automatically from the provisional payments made by the
Lessee.
  If the
amount of the provisional payments made by the Lessee up to his departure prove
to be less than the amount owed by the Lessee, the amount corresponding to that
difference will be deducted automatically from the security deposit.In the event
that the security deposit is insufficient, the Lessee shall pay to Lessor the
amount of the difference within a time period of one (1) month after receipt by
the Lessee of the notification of the financial statements at the end of the
Lease.
  Page 21
of 46
 If the
amount of the provisional payments paid by the Lessee to the Lessor exceed the
amount appearing on the financial statements at the end of the Lease, the Lessor
shall return to the Lessee the excess amount within a time period of one (1)
month after the receipt of the letter of agreement Lessee on the financial
statements at the end of the lease unless other sums are payable by the Lessee
to the Lessor for other reasons by virtue of this Contract.
  (iv)
                Payment
      Methods - Discharge of debts
  The
Lessee shall make all payments by automatic bank transfer, to the head officer
of the Lessor or to any other place notified by him to the Lessee.
  The cost
of the transfers will be borne by the Lessee.
  Any
payments made by the Lessee to the Lessor under this contract shall have a
liberating effect on the day on which the Lessor has at his disposal the sums
which are subject of the payment, as a consequence, a payment shall be deemed to
have been made only after such date.
  (v)
                Failure
      to make payment on the due date
  A failure
to make payment of a single term of rent, the Charges and Accessories, and more
generally any sums due under this Contract on the due dates set out or as
notified by the Lessor to the Lessee, will lead to the sums due being increased
automatically and without any formality by Late Payment Interest, all of these
being invoiced with the VAT, without this increase leading to an extended time
period for payment, from the due date until the date of payment.
  In the
event that the failure to pay exceeds fifteen (15) Days from the due date set
out, all amounts payable will be increased by a lump sum payment automatically
in the form of a penalty of [-------------]28, plus VAT, plus Late
Payment Interest, without any need for any notification or warning notice, and
without prejudice to the application of the resolutory clause set out in Article9 below.
  6.5
                Indexation
  (a)
                Index
  The
Parties agree to index the rent according to the change in the National Cost of
Construction Index published quarterly by INSEE, the two parties acknowledging
that this index is directly related to this Contract, without prejudice to the
provisions of Articles L. 145-37 and L. 145-38 of the Commercial
Code.
  If for
any reason, the index chosen above ceases to be published, it will be replaced
by the index which will be officially substituted for it.If necessary, linking
indexes will be calculated by the Parties.In the absence of an official index
substitution, an index will be selected by mutual agreement between the
Parties.
  
 28
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.28.
  Page 22
of 46
 Failing
agreement on the choice of a new index to adopt, the parties shall rely on the
decision of an expert to be appointed by order of the President of the District
Court for the area in which the Building is located on the request of the most
diligent Party.The fees and honorariums related to this application and to the
order shall be borne equally by each of the Parties.
  Here it
is specified here that this Article is an essential and determining condition of
the Lease without which it would not have been entered into.
  (b)
                Calculation of
      indexation
  The rent
excluding VAT will be adjusted automatically by the Lessor every year on the
anniversary date of the Lease. The rent will vary according to the same
percentage as the variation in the chosen index. The change in the index will be
considered both in the event of an increase as in the event of a decrease in the
index.
  However,
in no case will the application of indexation result in a rent less than the
initial rent. The base index retained for the duration of the Lease will be the
last index published on the date the lease comes into effect and the index of
comparison will be the last index published on the anniversary date of the date
that the lease takes effect.
  The
indexation calculation will be based on the following formula:
 L1   =           LxI1
 I
  in
which
  L1       equals
the new rent
  L is
equal to the initial rent set out in Article 6.1
  I is
equal to the base index: the last index published on the date the lease comes
into effect
  I1        is
equal to the revision index
  Upon
publication of the comparison index, the Lessor shall notify the Lessee of the
amount of the new rent and possibly a statement of adjustment in the event that
the comparison index is published late. The Lessee shall pay to Lessor within
fifteen (15) days from the receipt of the statement of adjustment all accrued
additional rent.
  Capping
of the escalation clause:
  It is
agreed between the parties that in consideration of the Lessee belonging to the
INTER PARFUMS Group, the Lessor agrees to cap the variation to the decrease or
increase observed from one year to another. This cap will be applied whenever
the variation of the index does not exceed [-------------]29. In this case, the
increase or decrease resulting from indexation will be applied to the rent only
by up to one half.
  In the
event that the variation of the index exceeds [-------------]30 as a decrease or an
increase, the parties undertake to come together in order to determine the
percentage change to be applied in consideration of the effects of the
situation.
 
 29
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.29.
  30
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.30
  Page 23
of 46
 The
application of this capping mechanism will cease in any event from the moment
that the Lessee is no longer part of the INTER PARFUMS Group.
  In
addition, it is agreed that in no case will the application of indexation on
this basis have the effect of determining an amount of rent below the amount of
the initial rent.
  6.6
                Security
      deposit
  On the
day of Delivery the Lessee shall pay to the Lessor a sum equal to [--------------------]31  of rent
(exclusive of taxes) as security against (i) payment of all sums payable by the
Lessee to the Lessor under this Contract, including in particular the rents,
Charges and Accessories, including any Late Payment Interest, penalties and
damages, (ii) proper execution of the articles and conditions of this Contract,
(iii) the restoration of the Building at the end of the Lease in the conditions
set out inArticle
8of
this Contract and in accordance with their Use.
  The
security deposit shall in no way be used by the Lessee for the payment of rent
including the last rent.
   The
security deposit will be adjusted annually in the same proportion as the main
rent, in application of Article
6.5above,
so that it corresponds to an amount equivalent to [-------------]32 month's rent excluding
VAT
  In no
case, will the security deposit bear interest for the benefit of the Lessee, the
main rent, moreover, having been set taking into account this
provision.
  The
Landlord may charge in full light of the law, if necessary, the amounts
appearing in the financial statements at the end of the Lease set out in Article6.4(b)(ii) against the
security deposit. The balance of the security deposit, if any, will be returned
to the Lessee within one (1) month after receipt of his letter of agreement on
the financial statements at the end of the Lease set out in Article
6.4(b)(ii)
  The
Lessee agrees that the security deposit paid to the Lessor will be delivered to
the acquirer of the Building in the case of transfer and renounces any claim
against the Lessor for repayment of the deposit after the transfer of the
Building, the Lessee's rights being preserved against the acquirer of the
Building.
  In
addition, the Lessee shall furnish the Building and keep it constantly filled
with furniture, equipment and stock, in sufficient quantity to meet the payment
of the rent, Charges and Accessories and to carry out the charges and conditions
of this contract.
  7.
                CHARGES AND
      CONDITIONS
  7.1
                General terms of
      use
  (a)
                Occupation of the
      Premises
  (i)
                  The
      Lessee shall occupy the Premises himself, peacefully and in accordance
      with:
  (A)
                  Articles
      1728 and 1729 of the Civil
Code;
  
 31
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request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.31.
  32
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.32.
  Page 24
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  (B)
                  the
      Use set out Article5 of this
      Contract, to the exclusion of any other occupation or use,
    and
  (C)
                  Internal
      Regulations if applicable.
  (ii)
                The
      Lessee shall have the right to subcontract all or part of any logistic
      services by any logistician of his choice and if choosing a single
      logistics provider to transfer the operating license; the occupation
      corresponding to this sub-contracting will in no case be considered by the
      Lessor as a sub-lease.
  (iii)
                The
      Lessee shall comply with all requirements of the city and police which are
      usually required of tenants and shall comply strictly for the conduct of
      his business and the carrying out of all work required by Applicable
      Regulations with respect to roads, safety, inspection of work, urban
      planning, sanitation, safety, environment, means of firefighting and the
      monitoring and guarding of the
building.
  (iv)
                The
      activities of the Lessee shall not give rise to any violation, or any
      claim or complaint from anyone whosoever, particularly from the
      neighboring buildings. The Tenant must take responsibility as his personal
      affair and bear alone the consequences of the complaints made about him to
      the Lessor, so that the former is held harmless and is secured by the
      Lessee against any consequences that may
result.
  (v)
                The
      Tenant agrees to submit to all measures of order and cleanliness of the
      Building.He shall not deposit or store goods or articles on green space
      and/or points of access.
  (vi)
                The
      Lessee will ensure that suppliers use the space reserved for deliveries so
      as not to obstruct access to the
Building.
  (vii)
                He
      will neither deposit nor store any objects in the parking spaces reserved
      for visitor vehicles, nor perform any repairs, maintenance, testing,
      cleaning or washing of cars in these areas.Vehicles will operate at
      reduced speed in the parking areas.
  (viii)
                [The
      Lessee will be personally responsible and in an appropriate manner for the
      guarding and supervision of the Building, the Lessor having no obligation
      or responsibility in this regard.]
  (b)
                Conditions of
      standing
  The
Lessee agrees not to do anything that will impair or diminish the proper
appearance that the Landlord intends to retain for the Building.
  (c)
                Administrative
      authorizations
  The
Lessor shall transfer to Lessee or the Logistician chosen by the Lessee the
operating license
  (i)
                The
      authorization provided to the Lessee to exercise the activities described
      in Article
      5.2of
      this Contract shall not imply on the part of the Lessor, nor on the date
      of this Contract, or during the course of the Lease, any
      guarantee  for the obtaining of subsequent administrative
      authorizations necessary for the exercise of such
    activities.
  Page 25
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  Accordingly,
the Lessor shall not be held responsible for any refusal or delay in obtaining
these approvals.
  (ii)
                The
      Lessee will be personally responsible to obtain any administrative
      authorization for the exercise of his activities with the exception of the
      operating license previously cited, for which the Lessor is committed, the
      issuance of this authorization being due in respect of the obligation to
      deliver a Building compliant with the activity exercised and the payment
      of all sums, fees, taxes and others which may be claimed in exchange for
      the granting or maintaining of such licenses and related to the activities
      exercised  in the Building, the use of the building,
      particularly in application of the laws with respect to construction
      permits, use of premises as warehouses, premises receiving the public,
      health, safety, cleanliness, etc..
  The
Lessee agrees not to engage in any new activity subject to licensing without
obtaining such prior authorization. He agrees to provide to the Lessor, upon
request of the latter, a photocopy of all supporting documents relating to
applications and administrative authorizations obtained for the exercise of his
activities.
  The
Lessee guarantees the Lessor against any conviction, any direct or indirect
damages resulting from the fact of failing to comply with any article of this
Lease and in particular Article
7.1(c)of this Contract, without prejudice to the Lessor to request
termination of the lease as well as damages-interest.
  It is
further expressly agreed that, in the event that, due to violation of the
special regulations on the activities of the Lessee or the use of the Building,
the Lessee or Lessor is ordered to temporarily or permanently close the
Building, such closure will not result in termination of the Lease, nor the
reduction or elimination of the financial charges which the Lessee is required
to pay under this Lease, and without prejudice to the rights reserved to the
Lessor to terminate the Lease contract for non-use of the Building. He will
therefore remain bound, throughout the whole duration of this possible closure,
for the payment of rent and other Charges and Accessories payable under the
Lease as for the execution of all articles and all conditions of this
Lease.
  (iii)
                In
      application of the regulations relative to installations classified for
      the protection of the environment, all of the lots provided under the
      lease have been subject of a single application for an operating license
      filed on July 4, 2008 against a receipt issued to the Lessor by the
      prefecture of Eure.
  (iv)
                In
      order to meet the needs of the Lessee, this application has been subject
      to additions and amendments and an application for additional
      authorization dated April 30, 2010.
  (v)
                A
      change of use declaration will be made by the Lessor at the prefecture of
      Eure.
  (vi)
                In
      the context of relations with the competent authority in terms of
      installations classified for protection of the environment, the Lessee
      will be the legal operator.As such, the Lessee agrees not to make any
      approach towards this administration without the prior written consent of
      the Lessor.
  Page 26
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 Failing
to comply with the above prohibition, the Lessee will assume all of the
consequences that may ensue. In the event that the unauthorized actions of the
Lessee result in a reconsideration of the order of the prefect, the Lessee shall
pay Lessor the equivalent of [-------------]33 of rent as additional
damages and interest, and this, notwithstanding the provisions of Article
9.
  In the
event that by fault of the Lessee, this approval is subject to removal and/or
the Lessor is held legally liable because of the operations of the Lessee, the
Lease will be automatically terminated without compensation to the Lessee, the
Lessor reserves to be compensated for his loss by the Lessee.
  (d)
                Use of devices- Storage - Floor
      load
  (i)
                Use
      of devices and others
  The
Lessee shall not make use of slow-burning appliances or devices producing
noxious gases, other than machinery for the filming of pallets, and more
generally any dangerous device, the Lessor not being responsible for accidents
and injury which may ensue.
  He shall
not use equipment that may be heard outside the Building or that will disturb
the neighborhood.
  The
Lessee will be personally responsible, when using radio, television or others,
for the noise cancellation or other interference disturbing his own airwave
reception, without recourse against the Lessor.
  The
Lessee shall be personally responsible, at his own risk, perils and costs, for
any claim by neighbors or third parties, particularly for noise, lightning,
heat, interference, vibrations.
  The
Lessee shall subscribe to the maintenance contracts necessary to meet his
obligations and maintain these as current throughout the duration of the Lease
and will provide copies of these to the Lessor.This obligation to subscribe to
maintenance contracts will not apply to a particular item of equipment in the
event that the Lessor subscribes himself to such a maintenance contract for this
equipment and notifies the Lessee.In this case, the Lessee shall repay the
Lessor for all of the costs arising from the maintenance contracts subscribed to
by him.
  The
Lessee shall subscribe, with certified agencies, to contracts for equipment
verification, electrical installations, fire extinguishers, sprinkler systems
and heating, and will comply with the requirements of these agencies. The Lessee
shall carry out all periodical safety audits on all of these facilities and
provide proof of this to the Lessor. He must show proof, on the first request of
the Lessor, of the subscription to all contracts necessary or useful for the
technical management of the Building with qualified companies, the respect of
the conditions of guarantee for the various builders or installers and of the
implementation of these controls.In case of an observed deficiency, the Lessor
may, after notice by registered letter with return receipt which remains
unfruitful for more than 15 days, appoint a certified inspection body and have
these verifications carried out at the Lessee's expense.
  
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  The
Tenant shall also subscribe to a fire prevention policy (Prevention et Conseil Incendie
AP) with an agency certified by APSAD (Assemblée Plénière des Sociétés
d'Assurances Dommages), and agrees to comply with the measures advocated by this
agency to maintain compliance with fire safety standards for the facilities
delivered by the Lessor who is responsible for such compliance on the delivery
date.Similarly, he agrees to respect (i) the APSAD rules governing methods of
storage and operation of premises equipped with sprinklers, and (ii) the APSAD
rules governing installation of Fire Hose Cabinets and Portable Fire
Extinguishers.
  In
addition, in the event that the Lessee wishes terms of storage or to store
specific goods other than those permitted by the APSAD rules for sprinklers, and
if it is thus necessary to modify or expand the installation of sprinklers to
accommodate this, the Lessee agrees to reimburse the Lessor for all of the costs
incurred by the Lessor for the modification or extension of the
system.
  (ii)
                Storage
  The
Lessee is prohibited from storing or placing in the Building, any gas,
combustible or toxic materials and more generally any hazardous materials other
than the products which were subject of the Operating License and under the
conditions prescribed by the Operating License and the applicable regulations
for installations classified for protection of the environment.
  (iii)
                Floor
      load
  The
Lessee shall not surpass the floor load capacity and, if in doubt, will verify
the authorized weight with the Building Architect.
  (e)
                Aesthetics - Signs -
      Antenna
  The
Lessee may affix any sign, plaque and other objects visible from outside the
Building; the Lessor should however beheld harmless in this regard. In
particular, the Lessee will be personally responsible to obtain all necessary
approvals from the competent services with respect to signs or other
installations. He must also ensure that and supports are compatible with the
stresses and strains which may result from weather conditions and validate the
system envisaged with the architect who designed the building.
  (f)
                Common
    areas
  The
Lessee agrees to comply with the terms and conditions of any internal rules
which may apply to the Building, including those relating to the enjoyment and
use of Common Areas, so that Lessor shall be held harmless with respect to other
owners or occupants of the Building.
  7.2
                Environmental
      Protection
  (a)
                The
      Lessor must deliver to the Lessee a Building with no pollution of any kind
      and declares in terms of a pollution research audit that will be presented
      by the Lessor to the Lessee within a period not exceeding three months
      from the date of signing of this Lease, that there is no pollution
      affecting the said Building.The Lessor shall remain liable for any
      pollution that is discovered after the Lease comes into effect and which
      has its origin in the past.
  Page 28
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 The
Lessee will take all necessary measures and comply with all measures prescribed
by law or by the regulations in force in order to preserve the Building, at any
time, from any form of pollution.
  If one
way or another, as a result of actions or lack of actions of the Lessee, his
employees, agents or contractors, pollution is revealed, the Lessee will be held
liable.He must then perform all of the work necessary to remove the source of
pollution and to eliminate all of the consequences, in or on the property of the
Lessor, as well as in or on adjacent properties in such a way that the Lessor is
free from any liability.
  (b)
                To
      this end, he undertakes to inform the Lessor immediately upon the
      discovery of pollution which would be imputable to him and to appoint, at
      his expense, an expert who is recognized and certified, in advance, by the
      Lessor, whose purpose will be to investigate the nature and extent of the
      pollution and the means to be implemented in order to remove the source
      and eliminate all of the consequences. A copy of the report will be
      communicated, without delay, by the Lessee to the Lessor. In addition, in
      the event that the Lessor has incurred expenses for research and
      monitoring, related either to the establishment of the remedial work to be
      carried out, or to monitor the work carried out by the Lessee, the latter
      agrees to reimburse the Lessor for all of these
  costs.
  (c)
                If,
      following the discovery of pollution, negotiations must be entered into
      with the competent authorities or third parties, the Lessee shall be
      responsible for conducting these negotiations. He must however keep the
      Lessor fully and completely informed of the progress of the negotiations
      and, at the request of the Lessor, involve the Lessor in these
      negotiations.
  The work
to remove sources of pollution that are imputable to him and the elimination of
its consequences will be carried out by the Lessee at its own expense
exclusively and under the supervision of the expert appointed in accordance
withArticle7.2(b)above.
The Lessee and the expert must keep the Lessor regularly informed of the
progress of the work.
  (d)
                On
      the completion of the work by the Lessee, the expert will be required to
      verify the elimination of the sources of pollution and the elimination of
      all of its consequences, to prescribe additional work, where appropriate,
      and to monitor the carrying out of this
work.
  (e)
                At
      the end of the Lease, prior to his
departure:
  (i)
                The
      Lessee will confirm to the Landlord in writing that no pollution has
      occurred or, otherwise, that all sources and consequences of pollution
      have been eliminated. The Lessor may have the declarations by the Lessee
      verified by any recognized expert of his choice. If the Lessor's expert
      concludes that pollution exists, in any form whatsoever, the Lessee
      undertakes to perform all of the necessary work, in order to remove the
      sources and eliminate all of the consequences, under the conditions
      stipulated in this Article7.2, under the
      supervision and control of the expert appointed by the Lessor. All of the
      costs for the work and the expertise will be borne by the
      Lessee;
  Page 29
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  (ii)
                without
      prejudice to the provisions of paragraph (i) above, the Lessee will submit
      to the Lessor a copy of all documents related to the cessation of activity
      sent or received from the competent authorities relating to installations
      classified for the protection of the environment, confirming that no
      pollution has occurred on the site, or otherwise, that all measures for
      reinstatement prescribed by the prefectural authority have been carried
      out (in particular, the file declaring the cessation of activity, the
      notification receipt, the latest land control plan, brief and statement of
      re-examination conducted by the competent authorities, remediation report,
      phase 1-phase 2).
  7.3
                Maintenance Repairs
      Work
  (a)
                Maintenance Repair Work on the
      Premises
  (i)
                State
      of the Premises upon the entry into
possession
  The
Lessee will accept the Premises in the condition that they are found on the Date
of Delivery, as has been set out in Article 2.3 of this
Contract.
  (ii)
                Modification
      Work
  The
Lessee may not make any modifications to the Premises nor carry out any work,
demolition, construction, make holes in the walls, ceilings, beams and flooring,
partitioning and interior layout without the express written authorization by
the Lessor and if applicable according to the conditions defined by him. For
this purpose, the Lessee shall deliver to the Lessor a file containing the plans
and a detailed description of the project that the Lessee proposes to undertake.
The Lessor will make his decision within a period of one (1) month after receipt
of the plans and descriptions.
  Exceptionally,
partitioning and work on the internal layout by the Lessee shall only be subject
to prior notification in writing by the Lessor.
  Work
which is of a structural nature will be carried out under the supervision of the
Building Architect, and the fees of the latter will be borne by the
Lessee.
  For the
complete duration of the Lease, the Lessee shall carry out the necessary work so
that the Premises are continuously in compliance with all Applicable
Regulations, present or future, particularly in matters of health, safety and
the environment.
  (iii)
                Maintenance
      Repairs
  The
Lessee shall, for the duration of the Lease, maintain the Premises in a good
state of repair and carry out under his responsibility and at his expense all
repairs of any kind whatsoever in the Premises, so that on his departure, the
Premises are returned in good condition and state of repair. It is specified
that work resulting from wear and obsolescence is at the Lessee's expense. The
Lessor shall be under no obligation in this respect.
  The
Lessee shall maintain in good condition and state of repair, operation, security
and cleanliness, under his own responsibility and at his own expense, the
Premises, all of the installations, equipment, furnishings, accessories, and
windows located on the Premises.
  Page 30
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 The
Lessee agrees to comply with any changes in the regulations applicable to his
activity and to respect scrupulously and to implement at his own expense all of
the requirements for compliance or others that may be imposed by any
governmental authority as regulations for classified facilities (DRIRE, SDIS,
....) from the date the lease comes into effect, and until the expiration of the
Lease and its successive renewals, regardless of the form in which these
requirements have been imposed and to carry out at his own expense all of the
necessary work, with the exception of work pertaining to the real estate
property, the Lessor being bound for compliance of the Premises to the
applicable regulations based on the original authorizations.
 
 He must
carry out at his own expense the repainting of the interior of the Premises as
often as necessary, as well as on the expiration of the Lease at its original
term or in case of early termination.
  The
Lessee shall maintain the flooring in good condition and in particular remedy
all defects.
  (iv)
                Failure
      of Lessee to carry out work
  The
Lessee agrees that failure to have carried out himself any of the maintenance,
repair and replacement work under his responsibility by virtue of paragraphs (ii) and (iii)above, the Lessor will have the work done in his place  within
thirty (30) days after a formal notice sent to the Lessee remains without
response. The costs and expenses for the said work shall be considered as
Charges and Accessories and will be reimbursed by the Lessee to the Lessor in
accordance with Article
6.4of
this Contract.
  (v)
                Results
      of improvements and work
  All of
the work, embellishments, modifications, improvements, installations and
construction whatsoever, including, where appropriate that which may be imposed
by laws or regulations carried out in the Premises by the Lessee at his expense,
will automatically and without formality become property of the Lessor at the
end of this Contract or if the Lessee leaves before the end of the occupation of
the Premises, without compensation. The Premises must be returned in good
condition and state of repair. The Lessor however reserves the right to require
that the Premises be restored to the original state at the expense of the
Lessee.
  (b)
                Maintenance Repair Work on the
      Building and the Common
Areas
  (i)
                The
      Lessor shall be responsible for routine maintenance, the completion of
      maintenance, repair, improvement, replacement work and generally all
      necessary work related to the Building and the Common Areas. The Lessor
      will delegate the carrying out of the maintenance and other work to a
      Building manager, subject to the provisions of Article 7.6
      below.
  The
Tenant will accommodate without compensation or reduction of Rent,
notwithstanding Articles 1723 and 1724 of the Civil Code, any repairs, any work,
any modifications, any raising of new stories or even any new construction
carried out by the Lessor, or any other person duly authorized by the Lessor, in
the Premises, the Building or the adjacent buildings, the Common Areas, whatever
its duration, even if it exceeds forty (40) days, as well as the work prescribed
by the administrative authorities, and this without prejudice of Article 7.3(a)of
this Lease.
  Page 31
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 The
Lessor shall have the right (with reasonable notice and at a time agreed with
the Lessee) to maintain, use, repair and replace the ducts, conduits, cables and
wiring serving the Building and which passes through the Premises.
  The
Lessee shall bear at his own expense, all changes of inlets and connections, all
replacements of meters and interior installations which may be required by
companies or agencies distributing water, gas, electricity, heating or
telephone.
  (ii)
                The
      Lessee shall install at his own expense and without delay all of the
      formwork, decorations and installations in the Premises, either for the
      research and repairing of leaks of any kind, or in general for the
      carrying out of any work. He must install at his own expense and without
      delay, at the time that renovations are being carried out, all fixtures,
      signs and other installations on the facade of the building, whose removal
      is useful for the carrying out of the
work.
  The
Lessee shall immediately notify the Lessor of any claim which may involve the
liability of the former and of any repairs of which he assumes control, which
may become necessary during the Lease, under penalty of being held personally
liable to repay to the Lessor the amount of the direct or indirect prejudice
which may result from the claim and/or delay in the declaration being made with
the insurance company. It is expressly agreed that when work becomes necessary
because of construction defects occurring within ten (10) years from the date of
acceptance of work subject to a ten-year warranty and when the repair costs for
these defects will be covered by construction insurance policies, in this case,
the Lessor will enact such construction insurance policies.
  If the
Lessee fails to immediately notify the Lessor of the occurrence of damage to
enable the latter to enact and report within the time period stipulated in the
building insurance policies subscribed to, and if by reason of such failure, the
damages cannot be repaired under such insurance, the Lessee must at his own
expense, carry out the necessary work to repair the damages in question.
Similarly if the Lessee has by his fault prevented the enactment of the said
insurance.
 
 7.4
                Reimbursement for
      Chargesand
      Accessories
  The
Lessor intends to collect a rent net of all taxes, levies, charges and expenses
of any kind.Accordingly, the Lessee shall bear the expenses for the Premises and
his Share of Common Expenses under the conditions described below.
  (a)
                Premises
  When an
expense, provision of service or tax concerns only the Premises, it shall be
borne exclusively by the Lessee.
  As such,
the financial cost for maintenance, repairs and all work mentioned above in
Articles 7.3(a) and
0 are the responsibility
of the Lessee, except for the work and repairs as set out in Article 606 of the
Civil Code.
  Page 32
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  (b)
                Common
      Expenses
  The
Lessee shall repay to the Lessor in addition to the Rent and in accordance with
Article 6.4(b)his
share of the Common Expenses, plus VAT.
  The
common areas are defined as the parts of the building not intended for the
exclusive use of the Lessee.
  They
include:
  1) The
expenses related to the building where the Tenant is not the sole tenant of the
whole building, including in particular: the installations and premises
associated with the boiler and sprinkler, the local caretaker, the roofs, the
Passageways, the parking spaces, the networks of fluids of all kinds serving the
building, the green spaces and more generally all equipment or areas and volumes
contributing to the building services, or safety, the said list being only
indicative and not exhaustive
  The
Lessee shall bear such expenses in proportion to the surface area leased with
respect to the total surface area for the building.
  2) The
expenses related to the Building, i.e., in particular those concerning green
spaces and common passageways for the buildings, if applicable the tenants'
association (ASL) charges.
  These
also include the cost of equipment maintenance in the Hétrel Bosc area
(infiltration basins, retention pond, sewage treatment, irrigation valves, fire
network), and the cost of waste analysis which will be invoiced to him by the
municipality or responsible agency.
  These
expenses will be borne by the Tenant in proportion to the surface area of the
buildings located on the property tax base shown in the overall plan attached
below (Appendix 8).As a guide, the annual budget to be allocated was € [------------]34 in 2009.
  In the
event that the reimbursement of certain expenses, taxes and services become
prohibited by a legal provision, the Lessee agrees from this point forward that
the main Rent is increased by an amount equal to the amount refunded for the
previous year if application of the clause becomes illegal.
  7.5
                Duties/levies and
      taxes
  The
Lessee shall repay to the Lessor, his share, for the Common Areas inclusive, of
all taxes, duties and levies for which the Lessor is liable, and in particular
the municipal taxes (waste removal tax, street sweeping tax, sanitation tax),
property tax, the annual tax on the premises used as offices, storage, and for
business, or for polluting establishments without the said being limiting and
all fees and taxes that may subsequently be in addition to these or replace
them, such that the Lessor shall be held harmless.
  Generally,
he shall reimburse the Lessor for his proportionate share of any new tax, fee or
charge, municipal, regional, national or European, which may be created and
apply to the Premises and/or the Building.
 
 
 34
  Page 33
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  7.6
                Exception to the repayment of
      expenses
  The
Lessee carrying out his equipping of the Premises during the three months
preceding June 1, without however storing merchandise, it is agreed between the
parties that the Charges will be applicable as of June 1, 2011.
  1) the
management fees for the building which will only be chargeable under the rental
expenses up to a ceiling of € [----------------]35 per year provided that
the Lessee leases the Entire Building and that he be transferred the operating
license and that he provides directly the maintenance for the building, green
spaces and facilities.
  2) the
Lessor's insurance premiums referred to in Article 7.8 for which a quote from
various solvent companies having their headquarters in France will be requested
by both the Lessee and the Lessor on the basis of an identical policy providing
the same coverage. The invoicing will be done based on the lowest bidding
company.
  The
Lessor reserves however the option to choose the company but may not seek
reimbursement from the Lessee except for the amount of the lowest
premium.
  7.7
                Visits to the
      Premises
  (a)
                The
      Lessee shall allow entry to the Premises at any time, to the Lessor, his
      agents, architects, contractors, workers, to (i) visit and check the
      condition of the Premises and the Building, subject to the respect of a
      prior warning period of 48 hours except in the case of an emergency (ii)
      to repair and maintain the Building and the Premises in case of default by
      the Lessee if he has not fulfilled the obligations set out inArticle 7.3of this
      Contract.
  When
notice of a holiday has been served by one or other of the parties, or in the
event of the sale of the Premises or the Building, the Lessee shall allow visits
to the Premises by all persons accompanied by a representative of the Lessor,
each working day between ten (10) a.m. and five 5) p.m. In addition, the Lessor
shall have the right to affix a sign listing the rental or sale of all or part
of the building.
  7.8
                Insurance
  (a)
                Insurance
      by the Lessor
  The
Lessor shall insure with legally solvent insurance companies:
  (i)
                The
      Building including all buildings by use or accession and all fixtures,
      equipment and common installations, including the sprinklers against all
      risks usually insured by an owner,
including:
  -
                fire
      and lightning,
  -
                all
      explosions,
  -
                electrical
      damage,
  -
                falling
      aircraft and airborne objects,
  -
                impact
      by vehicles belonging to a third
party,
  -
                hurricanes,
      cyclones, tornadoes, storms,
  -
                smoke,
  -
                strikes,
      riots and civil commotions,
  
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  Page 34
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  -
                  vandalism
      and malicious acts,
  -
                  water
      damage,
  -
                  broken
      windows for the common areas,
  -
                  attacks.
  The
insurance provides extended coverage including in particular the loss of rents
for a minimum duration of two (2 years) and expert fees as well as all other
events not mentioned above which appear appropriate to the Lessor.
  In the
event that the building is destroyed and if the building can be rebuilt, the
policy will cover the reconstruction costs for the building and the losses
related to this situation such as loss of rent. In the event that the building
cannot be rebuilt, the policy will provide for the repayment of the highest
value, either the market value for the Building excluding the land value such
that it would have been on the date preceding the day of the loss or the
purchase price of the Building by the Lessor excluding the land value as well as
all losses related to this situation.
  (ii)
                His
      civil liability due to injury and/or material damage and/or consequential
      damage caused to third parties because of the Building and common
      facilities, as well as the activities of personnel responsible for the
      maintenance and monitoring of these
facilities.
  The
Lessor reserves the right to cover any other risks. All of the insurance will be
subject to the terms and conditions, limitations and exclusions of the policies
subscribed to by the Lessor.
  The
Lessee shall repay to the Lessor (i) the insurance premiums that the Lessor must
pay in respect of all insurance policies taken out by him for the Building
against fire and loss and other risks generally insured and (ii) any premium
borne by the Lessor because of the Lessee or the activity carried out by him,
subject to the provisions of Article 7.6.
  The
payment of insurance premiums will be made in accordance with Article6.4of
this Contract, the latter being considered as Charges and
Accessories.
  In
addition, the Lessor undertakes to:
  -
                  renounce
      and to have renounced by his insurer or insurers any recourse against the
      Lessee and his insurer or insurers in the event of damage caused to the
      Building such as defined in Article 7.10including the events mentioned
      above, as well as all losses and particularly any resulting rental
      losses;
  -
                  renounce
      and have renounced by his insurer or insurers any recourse against the
      other tenants or occupants of the Building and their respective insurers,
      this renunciation being expressly granted provided that the other tenants
      and/or occupants and their respective insurers have granted a similar
      renunciation with respect to the Lessor and his
  insurers.
  Page 35
of 46
  (b)
                Insurance by the
      Lessee
  The
Lessee undertakes to take out insurance for the duration of the Lease from a
legally solvent insurance company having its head office or any of its branches
in France, covering:
  (i)
                his
      civil liability, recourse by third parties and neighbors, and claims that
      may be brought against him by third parties due to his use by fact or
      otherwise;
  (ii)
                all
      of the amenities, installations that have been made to the Building and
      all objects, materials or merchandise garnishing the Building against fire
      hazards, explosions, floods, strikes, riots, thefts, attacks and broken
      windows;
  (iii)
                his
      civil liability for any injury or material damage caused directly or
      indirectly or by virtue of the carrying out of work in the Building or
      because of his activity or use of the facilities and installations in the
      Building, or because of his
employees.
  (iv)
                Operating
      losses incurred due to claim events covered for the minimum amount of time
      of 12 months.
  In
addition, the Lessee shall subscribe to fire protection coverage (Prévention et Conseil Incendie
AP) with an agency approved by the APSAD (Assemblé Plénière des Sociétés
d'Assurances Dommages), and agrees to comply with the measures advocated by this
organization. Similarly, he agrees to respect (i) the APSAD rules governing the
storage conditions and the use of premises equipped with sprinklers, and (ii)
the APSAD rules governing installations of Fire Hose Cabinets or Portable Fire
Extinguishers, in such a way in particular that the Lessor is not subject to any
extra premiums for his own insurance policies, particularly those set out
inArticle
7.8(a)(i).Failing compliance with the obligations incumbent on him under
this Article, the Lessee agrees from this point forward to assume the costs of
the extra premiums which are claimed by the Lessor's insurers, due to this
non-compliance. If non-compliance is found during at the time of a claim, and if
because of this the Lessor's insurers apply a proportional rule when settling
the claim, the Lessee shall repay to Lessor all sums for which he is not paid by
his insurers because of the proportional rule.
  In
addition, in the event that the Lessee wishes terms of storage or to store
specific goods other than those permitted by the APSAD rules for sprinklers, and
if it is thus necessary to modify or expand the installation of sprinklers to
accommodate this, the Lessee agrees to reimburse the Lessor for all of the costs
incurred by the Lessor for the modification or extension of the
system.
  In
addition, the Lessor undertakes to:
  -
                not
      violate in any way whatsoever any of the clauses of his insurance
      policy(ies) which may lead to their termination thereof or
      therein;
  -
                renounce
      and have renounced by his insurer or insurers any recourse against the
      Lessee and his insurer or insurers in the event of damage caused to his
      goods as defined above, particularly by the events mentioned above, as
      well as all losses and particularly resulting in operating
      losses;
  -
                renounce
      and have renounced by his insurer or insurers any recourse against the
      other tenants or occupants of the Building and their respective insurers,
      this renunciation being expressly granted provided that the other tenants
      and/or occupants and their respective insurers have granted a similar
      renunciation with respect to the Lessor and his
  insurers.
  Page 36
of 46
  -
                    regularly
      pay at their due date, the premiums for his insurance
      policy(ies);
  -
                  provide
      proof on the first request of the Lessor of the execution of the preceding
      articles, by the production of the insurance policy or policies and
      receipts for the premiums relating
thereto;
  -
                  notify
      the Lessee immediately of the occurrence of any incident, under penalty of
      remaining personally liable for damages for the amounts that could not, as
      a result of the failure or delay of such notification, be usefully claimed
      from the Lessor's insurance
company.
  Mention
must be made in the Lessee's insurance policy(ies) that the termination of this
or these may only be effective fifteen (15) days after notification made to the
Lessor by the insurer.
  The
Lessee delegates to the Lessor the benefit of his or her insurance policies on
first request by him, to enable him to exercise his lien as lessor on any
compensation that should be paid to him in the event of a claim.
  7.9
                Liability and
      Recourse
  The
Lessee expressly waives all claims and actions whatsoever against the Lessor and
in particular in the following cases, without this being limiting:
  -
                  either
      because of the partial or total destruction of his furniture or his
      merchandise, or because of loss of use, even if total or partial loss of
      his business, including intangibles attached to the said
      business;
  -
                in
      case of theft, embezzlement, attacks, any other criminal acts or other
      assaults that the Lessee may be victim of in the Building, the Lessee
      making it his personal business to ensure as he deems proper the guarding
      and monitoring of the Building and his
  property;
  -
                for
      any accidents or damage which may occur in the Building, particularly due
      a result of broken water mains, gas, water, electricity or any equipment
      whatsoever;
  -
                for
      any irregularity, accident or interruption in water, gas, electricity,
      heating services, elevators, air conditioning, telephone, sewer or other
      similar services, the Lessor is not obliged in addition to forewarn the
      Lessee of such interruptions; and in the event of absence or insufficient
      maintenance and repairs on the building the Lessee may not request any
      compensation or reduction in rent for any interruption or irregularity in
      these services;
  -
                In
      case of defect or failure of the Building, the Tenant waiving invocation
      of the provisions of sections 1719 (with the exception of article
      1719-1°), 1720 and 1721 of the Civil
Code;
  -
                for
      any action based on Article 1719-3° of the Civil Code in respect of
      disturbances that may be caused directly or indirectly by third parties,
      by assault or otherwise.
  7.10
                Destruction of the
      Premises
  (a)
                If
      the Premises are destroyed completely by
      obsolescence, flood, strike, acts of war, civil war, riot or other cause
      beyond the control of the Lessor, the Lease will be automatically
      terminated, without compensation. In the event of expropriation for public
      utility, nothing may be claimed of the Lessor, all rights of the Lessee
      being reserved against the expropriating
party.
  Page 37
of 46
  (b)
                If
      the Premises are destroyed or rendered unusablein part through decay,
      flood, strike, acts of war, civil war, riot or other cause beyond the
      control of the Lessor:
  The
Lessor alone shall have the option either to legally terminate without
compensation, or not to terminate the lease by granting an abatement of Rent for
the partial loss of use.
  It is
specified that in this second case, and provided that the Lessor rebuilds the
Building within a time period of three (3) years maximum, the Lease will
continue to apply to the whole of the Premises and the abatement of rent will be
calculated based on the useful area destroyed.This calculation will be done by
an expert selected by common agreement between the Parties.
  Failing
agreement, an expert will be appointed, at the request of Lessor, by the
President of the District Court ruling in summary proceedings.
  The fees
and expenses for the proceedings and the expert appointed by agreement or
judicially shall be borne equally between the Lessor and the
Lessee.
  7.11
                Transfer Sublet - Lease
      management - Security pledge
  The
Lessee is prohibited from granting the use of the Premises to anyone and in any
form whatsoever, whether temporarily or for free and precariously. The Lessee
shall have the right to subcontract all or part his logistical services to any
logistician of his choice and in the event of choice of a single logistics
provider to transfer the operating license to him.
  (a)
                Transfer
  The
Lessee may not assign his lease to anyone except to a successor of his business
..In this case, the Lessee shall notify the Lessor at least two (2) months before
the expected date of signing of the transfer deed for the business, so that he
may contribute in the conveyance, accompanied by the transfer documents,
financial statements and operating accounts for the last three fiscal years and
documents attesting to the experience and competence of the transferee to
operate a site constituting a site classified for protection of the
environment.
  In the
case of transfer of the Lease rights (even included in the transfer of the
business), the Lessee shall remain jointly guarantor for his assignee and all
subsequent assignees for the payment of the Rent, and the Charges and
Accessories, and the execution of the articles and conditions of the
Lease.
  It is
understood that the term "transfer" includes any form of transfer, capital
investment, merger, division.
  The
transfer will become effective only when the original of the Security Deposit
fully paid is provided to the Lessor.
  To be
valid, any transfer of the rights to the Lease must be done by deed legally with
the contribution of the Lessor duly summoned as provided for above. An
executable copy of the deed of transfer shall be issued without charge to the
Landlord.
  Page 38
of 46
  (b)
                Sublet - election of
      residence
  The
Tenant may not sublet, domicile, or substitute any person or company, even
freely, in the Premises except with the prior written consent of the Lessor.It
is recalled that logistics services provided in the Building will not be treated
as a sublease.
  The
express authorization of partial subletting which may possibly be granted does
not imply, in any event, derogation from the indivisibility of the Lease
agreement set forth in Article
12.1 of this Contract for the exclusive benefit of the
Lessor.
  In the
event that a sublease or domiciliation is nonetheless expressly authorized by
the Lessor, the Lessee shall remain the guarantor of the obligations of his sub
lessee(s) as well as any resident; he agrees to refer in the text of the
sublease and any domiciliation documents to the prior and written consent of the
Lessor.
  The
Premises forming an indivisible whole in the common intention of the Parties,
the sublease(s) will not be opposable to the Lessor and will include an express
waiver by the sub-lessee(s) for any action and any right to renewal of the
sublease against the Lessor.
  Moreover,
the Lessee agrees to pay his sub lessee(s) any compensation, of any nature
whatsoever, which may be due under in application of the Commercial Code or the
Decree on commercial leases, with the Lessor being saved and held harmless from
legal action.
  The
outfitting and restoration of the Premises, resulting from sub-letting, are the
sole responsibility of the Lessee.
  This
article must be reproduced in all sublease and domiciliation
contracts.
  (c)
                Lease
      management
  The
Lessee shall not, without the express and written consent of the Lessor, provide
his business operated in the Premises for lease management, under penalty of
unenforceability to the Lessor of the lease management granted in violation of
this article and even termination of the Lease, if the Lessor sees
fit.
  The
Lessee shall personally use the Premises.
  7.12
                Information and cooperation
      provided by the Lessee
  Within
fifteen (15) days of a request made to him by the Lessor, the Lessee shall
provide to the Lessor, as soon as they have been approved by the general meeting
of the Lessee's shareholders, the balance sheets, income statements, schedules
and certified annual report, relative to his latest fiscal period.
  The
Lessee agrees to accept, within fifteen (15) days of the Lessor's request, an
assignment or partial delegation by the Lessor, to any third party/any bank of
the rights to the receivables under the Lease, within the limits of the amounts
owed to the Lessor under the Lease as well as in the limit of the amounts that
the Lessor owes to the delegate/transferee.
  In
addition, in the event of sale of the Building or transfer of the Lessor's
company, the Lessee shall, at the request of the Lessor, at any time issue a
statement certifying that:
  -
                  the
      usage of the Premises is in compliance with the Lease and its
      Appendices;
  Page 39
of 46
  -
                  he
      has complied with all obligations imposed upon him by the Lease and its
      Appendices;
  -
                if
      necessary, that there exists on the date of the declaration, no legal
      action pending or disagreement with the Lessor which could lead to a
      subsequent judicial action.
  -
                The
      Lessor agrees to notify the Lessee not later than within 15 days of the
      event of the transfer of the Building or of any transfer of control of the
      leasing Company.
  8.
                RESTORATION OF THE PREMISES AT
      THE END OF THE LEASE
  At the
end of the Lease for any reason whatsoever and on the departure of the Lessee,
an inventory of the premises will be performed jointly either by the Parties or
by bailiff order in the presence of the Parties and at their shared
expense.
  This
inventory of the premises will include notably a statement of the repairs, work,
restoration and maintenance work for which the Lessee is responsible under the
Lease and not performed by him.
  The cost
to carry out these said repairs and this work will be estimated either by the
Building Architect if the Parties are in agreement, or failing agreement by an
expert appointed by order made by the President of the District Court in a
summary proceeding on the request of the Lessor.
  The costs
estimated by the Building Architect or the expert as well as the costs relating
to the establishment of the inventory of the premises, the fees of the expert or
of the Building Architect shall be borne by the Lessee and the amount included
in the statement of account issued at the end of Lease and referred to in Article
6.4(b)(iii).
  9.
                RESOLUTORY
      CLAUSE
  The
Lessor shall be entitled, if he sees fit, to invoke the legal termination of the
Lease, without the need to have the termination ordered in court nor to complete
any other formalities in any of the following situations:
  (a)
                failure
      to pay in full when it is due of a single term of rent, the Charges and
      Accessories, or any other amounts payable by the Lessee under the Lease,
      one (1) month after a simple request for payment remains without
      effect;
  (b)
                in
      the event of failure by the Lessee to carry out any of the clauses,
      charges and conditions of the Lease, one (1) month after a simple warning
      remains without effect in the carrying out of the clause, charge or
      condition at issue.
  If the
Lessee refuses to leave immediately, he will be evicted on simple provisional
order, notwithstanding any subsequent offers, conciliations or
execution.
  In all
cases, the cost of the order or proceedings and, possibly, the attorney or
bailiff fees shall be reimbursed by the Lessee to the Lessor.
  In
addition, in the event that the Lessor pursues legal action or takes
precautionary measures against the Lessee, he shall be entitled to compensation
at the flat rate of 10% of the amounts for which the procedure is initiated, the
said compensation being intended to cover the miscellaneous expenses and fees
incurred for the recovery.
  Page 40
of 46
 In all
cases where the Lease is terminated pursuant to this Article, the Lessee will be
required to pay the rent and the Charges and Accessories up to the date of his
departure.
  Moreover,
if, by delaying tactics, the Lessee succeeds in staying temporarily in the
Building, he shall be required to pay the Lessor compensation for occupancy
equal to double the normal rent (plus the amount of the Charges and Accessories)
not subject to review, payable for the period between the date of discharge or
termination and that of the actual departure of the Lessee from the Building
without the Lessor being required to prove any damages of any kind (any month
being due in its entirety).
  In
addition, the amount of the security deposit will be forfeited to the Lessor as
a penalty clause, without prejudice to his right to pursue by all legal means,
the payment of the amounts owed by the Lessee, the carrying out of the
conditions of this Contract (notably insofar as concerns the return of the
Building) and payment of all damages-interest.
  10.
                TECHNOLOGICAL OR NATURAL RISK
      PREVENTION PLAN
  10.1
                Existence
      of a technological risk prevention plan (PPRT) and a natural risk
      prevention plan (NRPP)
  In
accordance with Articles L. 125-5 and R. 125-23 to R. 125-27 of the Environment
Code, the tenants of real estate property located in an area covered by a
prescribed or approved PPRT or NRPP, or in a NRPP for which have been made
effective immediately or within a seismic zone, are informed by the lessor of
the existence of these risks.
  The
Lessor declares that to his knowledge, the Building is not as of this date
located in an area covered by a prescribed or approved PPRT or NRPP, or a NRPP
for which some provisions have been made effective immediately or within a
seismic zone. Theconsultation of Files on PRIM Net however shows that the
Criquebeuf-sur-Seine site is located in a risk zone for the Transportation of
Dangerous Goods.
  A copy of
this statement is attached as Appendix 6.
  The
Lessee declares that he has full knowledge of this statement, and that he will
make it his personal business without recourse against the Lessor.
  10.2
                Existence
      of an event giving rise to insurance compensation for a "natural disaster"
      or "technological disaster"
  According
to Articles L. 125-5-IV and R 125-27 of the previously cited Environment Code,
when a built building has suffered damage leading to the payment of compensation
pursuant to Article L. 125-2 or Article L. 128-2 of the Insurance Code, the
lessor is obliged to notify the tenant of any event occurring during the period
that he has owned the building or of which he himself has been informed in
application of these said provisions.
  The
Lessor declares that to his knowledge, the Building has not been subject to any
event that has resulted in the payment of insurance compensation for natural
disaster risks (Art. L. 125-2 of the Insurance Code) or technological risks
(Article L. 128-2 of the Insurance Code).
  11.
                APPLICATION OF
      PAYMENTS
  In the
event of dispute, the application of payments made by the Lessee will be made by
the Lessor in the following order:
  Page 41
of 46
  -
                  recovery
      and procedural costs,
  -
                damages
      and interest,
  -
                interest,
  -
                security
      deposit and adjustment of the security
  deposit,
  -
                rent
      receivables and occupation allowances; for this item, the application of
      the charges will be made by priority by the Lessor against the amounts
      that have not been the subject of
dispute,
  -
                provisions
      for expenses.
  12.
                MODIFICATIONS - TOLERANCE -
      INDIVISIBILITY
  12.1
                The
      parties expressly agree that the building forms an indivisible whole. The
      Lease is declared indivisible for the sole benefit of the
      Lessor.
  In the
case of transfer and subletting expressly authorized by the Lessor, the Lessee,
the co-lessees, transferees, assignees and successive assignees will stand
jointly both for the payment of the rent, the Charges and Accessories as for the
execution of the clauses, charges and conditions of the Lease.
  12.2
                This
      Contract expresses the complete agreement between the Parties with respect
      to the Lease and annuls and replaces any previous agreements, written or
      verbal, relating directly or
indirectly.
  12.3
                Any
      modification of the Lease will only result from an amendment signed by
      both Parties.
  Such
modification shall in no case be inferred either from the tolerance or the
passivity of the Lessor, the former remaining free to request at any time and
without notice the respect and full application of all terms and conditions of
the Lease.
  13.
                REGISTRATION
  The
parties grant all powers to the bearer of a copy of this contract for the
purpose of requesting the formality of Registration from the competent
Office.
  14.
                NOTIFICATION – ELECTION OF
      RESIDENCE – TIME PERIODS
  14.1
                Notification
  Any
notification provided for under this Contract shall, to be valid, be made to the
residence herein elected either by registered letter with return receipt
requested, or by order of bailiff.
  The first
presentation of a registered letter will be considered to be the receipt
thereof.
  14.2
                Election of
      residence
  Parties
elect residence for the purposes of this document, its effects and consequences
respectively at their addresses indicated above.
  To be
enforceable, any change of residence must be notified to the other Party in the
manner provided for in Article
14.1.
  Page 42
of 46
  14.3
                Time
    periods
  All of
the time periods provided for in this Contract, unless otherwise stated, refer
to calendar days and months.
  In the
case of notification, they do not include the day of receipt.
  Page 43
of 46
 
 3rdPART
 
 Specific conditions
applicable to the above leases (see calculation sheet in Appendix
10)
  Specific conditions No.
1
  Designation of the
premises
  Cells 1
to 4 representing [-------------]36 net floor area for a
warehouse, loading areas, water station and technical areas and 858.65 m2 net
floor area for offices and social areas in accordance with the plans attached
hereto.
  Duration
  A fixed
and irrevocable duration of 9 complete and consecutive years from June 1,
2011
  Rent
  The
amount of the rent is set at: € [-------------]37 excluding VAT/expenses
per year [-------------]38.
  The
Lessor grants to the Lessee an exemption of rent for a duration of three months
from the date the lease comes into effect.
  Security
deposit
  The
amount of the security deposit is set at: €[
------------]39 excluding VAT. [------------]40
  Provisions for
expenses.
  By way of
derogation, for the first year, the common charges will be paid quarterly by the
Lessee to the Lessor upon the presentation of invoices.
  Specific conditions No.
2
  Designation of the
premises
  A cell
No. 5 of [-------------]41 net floor area for
warehouse, loading zone, water station in accordance with the plans on the plan
included as an appendix hereto.
  
 36
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.36.
 37
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.37.
 38
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.38.
 39
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.39.
 40
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.40.
 41
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.41.
  Page 44
of 46
  Duration
  A fixed
and irrevocable duration of 6 complete and consecutive years from June 1,
2011
  Rent
  The
amount of the rent is set at: € [------------]42 excluding taxes/expenses
per year [------------]43
  Security
deposit
  The
amount of the security deposit is set at: € [----------------]44 excluding taxes. [-------------]45
  Provisions for
expenses.
  By way of
derogation, for the first year, the common charges will be paid quarterly by the
Lessee to the Lessor upon the presentation of invoices.
  Specific conditions No.
3
  Designation of the
premises
  An
extension of [-------------]246 net floor area or [-------------]47 net floor area made up
of one or two cells in accordance with the plans attached hereto
  Duration
  A
duration of 9 years from the time of Delivery, including a fixed period of 4
complete and consecutive years, the right to terminate as set out in Article L
145-4 of the Commercial Code at the end of the first three year period will be
postponed to the end of the fourth year according to the same
terms.
  Rent
  The
amount of the rent is set based on [-------------]48 €/m2 of net floor area
plus a rent supplement of [------------]49€/m2 of net floor area
excluding VAT, for the paved areas corresponding to the normeT34 Category 1,
adjusted for the effect of the variation in the index of construction costs
between the date the main lease takes effect and the day of
Delivery.
 
 
 42
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.42.
  43
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.43.
  44
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.44.
  45
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.45.
  46
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.46.
  47
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.47.
  48
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.48.
  49
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.49.
  Page 45
of 46
  Security
deposit
  The
amount of the security deposit will be set at [------------]50 months of the annual
rent before taxes as set out above.
  Provisions for
expenses.
  The
amount of the provision for expenses for the first year is set at the amount of
the expenses for the previous year in proportion to the surface
area.
  APPENDICES
  Appendix
1 - Plans
  Appendix
2 - Description
  Appendix
3 - Additional submission for operating license
  Appendix
4 - Building permit order of December 2, 2008
  Appendix
5 - List of common areas
  Appendix
6 - Statement of natural and technological risks
  Appendix
7 - Availability plan
  Appendix
8 - Layout plan
  Appendix
9 - HEQ work statement
  Schedule
10 - Rent calculation worksheet
  Completed
and signed in two (2) original copies
  in
Paris
  May 12,
2010
  The
      LESSOR, the company GEMFI, represented by Mr.
                      Serge
      SAINT-GENES
                      
                      /s/ Serge SAINT-GENES
                    
                    The
      LESSEE, the company INTER
                      PARFUMS,
      represented by Mr. Philippe
                      BENACIN
                      
                      /s/ Philippe
  BENACIN
 50
Confidential information omitted and filed separately with the SEC with a
request for confidential treatment by Inter Parfums, Inc., no.
10.144.1.50.
  Page 46
of 46