No. of
Company:  201008907C





The
Companies Act (Cap. 50)





PRIVATE
COMPANY LIMITED BY SHARES





Memorandum





And





Articles
of Association





Of





INTERPARFUMS
SINGAPORE PTE. LTD.





Incorporated
on the 26th day of
April 2010





ASA
Corporate Services Pte. Ltd.


55 Market
Street #08-01


Singapore
048941


Tel: 6311
0030


Fax: 6311
0058





E-mail:  enquiries@asalliance.com.sg





Lodged in
the Office of the Registrar of Companies,


Accounting
and Corporate Regulatory Authority, Singapore







The
Companies Act (Cap. 5)





PRIVATE
COMPANY LIMITED BY SHARES





MEMORANDUM
OF ASSOCIATION





of





INTERPARFUMS
SINGAPORE PTE. LTD.










NAME





1.
            The
      name of the Company is INTERPARFUMS SINGAPORE PTE.
  LTD.





REGISTERED
OFFICE





2.
            The
      registered office of the Company will be situated in the Republic of
      Singapore.





LIABILITY
OF MEMBERS





3.
            The
      liability of the members is
limited.





PRINCIPAL
ACTIVITIES





4.
            The
      Company shall have full capacity to carry on or undertake any business or
      activity, to do all things, any act or enter into any transaction and
      shall have full power to exercise all or any of the powers, rights and
      privileges thereof, subject to the provisions of the Companies Act, Cap.
      50 and any other written law for the time being applicable to
      it.




2


SUBCRIBER





5.
            We,
      whose name and address are hereunto subscribed are desirous of being
      formed into a company in pursuance of this Memorandum of Association and
      we agree to take the number of shares in the capital of the Company set
      opposite our name.


NAME,
      ADDRESS AND DESCRIPTION
                        
                        NUMBER
      OF SHARE TAKENOF
      SUBSCRIBER
                        
                        BY
      SUBSCRIBER
                        
                        CURRENCYName:
                        Inter
      Parfums, S.A.
                        
                        One
      (1)
                        
                        SingaporeDollarsAddress:
                        4
      rond-point des ChampsElysees
      F – 75008Paris,
      FranceDescription:
                        Company
      Incorporated in Paris,
France





Philippe
Benacin, CEO of Inter Parfums, S.A.





acting
for and on behalf of Inter Parfums, S.A. pursuant to the Power of Attorney
dated





/s/ Philippe Benacin(signature)
              
              [inter
      parfums sa seal]





Witness
to the above signature





Name:





(Notary Public) [/s/
unintelligible]


Total number of share(s) taken
                      One
      (1)





Dated
this 22nd day of April 2010




3




interparfums





POWER
OF ATTORNEY





BY THIS
POWER OF ATTORNEY given on the 22nd day of
April 2010, Inter Parfums, S.A., a company incorporated in Paris, France and
having its registered office at 4 rond-point des Champs, Elysees F-75008, Paris,
France hereby appoints Mr. Philippe Benacin, Passport no. 09AR50223 of 17 April
2009 (hereinafter called “the Attorney”), its true and lawful attorney and the
attorney be and is hereby authorized to subscribe on behalf of Inter Parfums,
S.A. to the Memorandum and Articles of Associate of a company to be incorporated
in Singapore and to be known as Interparfums Singapore Pte.
Ltd. (the “Company”) for one ordinary share valued at S$1.00 in the
capital of the Company and to sign any other documents requiring execution by
Inter Parfums, S.A. relating to the incorporation of such Company.





The
      Common Seal of
                )INTER
      PARFUMS, S.A,
                )Was
      hereunto affixed in the
                )presence
      of:
                )
                /s/ Philippe Santi[/s/
      notary- unintelligible]
                
                Director




4


The
Companies Act (Cap. 50)





PRIVATE
COMPANY LIMITED BY SHARES





ARTICLES
OF ASSOCIATION





of





INTERPARFUMS SINGAPORE PTE.
LTD.







PRELIMINARY





1.
            Table ‘A’
      excluded





The
regulations contained in Table A in the Fourth Schedule to the Companies Act
(Cap. 50) shall not apply to the Company, except so far as the same are repeated
or contained in these Articles.





2.
            Definitions





In these
Articles, unless the context otherwise requires:





“the
      Act”
            means
      the Companies Act (Cap. 50) or any statutory modification thereof for the
      time being in force;





“Articles”
            means
      these Articles of Association in their original form or as amended from
      time to time;





“Company”
            means
      the abovenamed Company by whatever name from time to time
      called;








“Directors”
      or“the
      Board”
              means
      the Directors for the time being of the Company as a body or a quorum of
      the Directors present at a meeting of the
  Directors;





“dividend”
            includes
      bonus;





“member”
            means
      a member of the Company;





“month”
            means
      a calendar month;





“office”
            means
      the registered office of the
Company;


5




“permittedalternative
      form”
                includes
      electronic mail, facsimile, telex, website hyperlinks and such other means
      of electronic communication as may be agreed to by the Company and its
      members from time to time;“seal”
                means
      the common seal of the
Company;





“Secretary”
            means
      any person appointed to perform the duties of a secretary of the Company
      and includes Deputy Secretary or an Assistant
  Secretary;





“Statutes”
            means
      the Act and every other Act being in force concerning companies and
      affecting the Company;





“treasury
      shares”
            means
      an issued share of the Company which was (or is treated as having been)
      purchased by the Company in circumstances which section 76H of the Act
      applies and has since such purchase been continuously held by the
      Company;





“$”
            refers
      to the lawful currency of
Singapore;





expressions
referring to writing shall, unless the contrary intention appears, be construed
as including references to printing, lithography, photography and other modes of
representing or reproducing words in a visible form;





words or
expressions contained in these Articles shall be interpreted in accordance with
the provision of the Interpretation Act (Cap. 1) and of the Act;





word
denoting the singular number only shall include the plural number and vice
versa; words denoting the masculine gender only shall include the feminine and
neuter genders; words denoting persons shall include corporations and other
bodies of persons; and





the
marginal notes in these Articles are inserted for convenience and reference only
and are in no way designed to limit or circumscribe the scope of these
Articles.




6


PRIVATE
COMPANY





3.
            The
      Company is a private company, and
accordingly:





(a)
            The
      number of the members of the Company (not including persons who are in the
      employment of the Company, and persons who, having been formerly in the
      employment of the Company, were while in that employment, and have
      continued after the determination of that employment to be, members of the
      Company) shall be limited to 50, provided that where two or more persons
      hold one or more shares in the Company jointly they shall, for the
      purposes of this Article, be treated as a single member;
    and





(b)
            the
      right to transfer the shares of the Company shall be restricted in the
      manner hereinafter appearing.





BUSINESS





4.
            Business of
      Company





Any
branch or kind of business which by the Memorandum of Association of the Company
or these Articles is either expressly or by implication authorized to be
undertaken by the Company may be undertaken by the Directors at such time or
times as they shall think fit and further may be suffered by them to be in
abeyance whether such branch or kind of business may have been actually
commenced or not, so long as the Directors may deem it expedient not to commence
or proceed with such branch or kind of business.





SHARES





5.
            Issue of
      shares





(1)
              No
      shares shall be issued by the Directors without the prior approval of the
      Company in general meeting.





(2)
              Unless
      otherwise determined by the Company by special resolution or otherwise
      agreed by the holders of all the shares for the time being issued, all
      shares shall before issue be offered for subscription to the members in
      proportion as nearly as the circumstances will admit to the number of
      shares then held by them.  Any such offer shall be made by
      notice specifying the number and class of shares and the price at which
      the same are offered and limiting the time (not being less than 28 days,
      unless the member to whom the offer is to be made otherwise agrees) within
      which the offer if not accepted will be deemed to be
    declined.


7





(3)
              Subject
      as aforesaid, all new shares to be issued by the Company shall be at the
      disposal of the Directors and they may allot or grant options over or
      otherwise deal with or dispose of the same to such persons, at such times,
      and generally on such terms as they think
  proper.





(4)
              Without
      prejudice to any special rights or privileges attached to any then
      existing shares in the capital of the Company, any share may be issued
      upon such terms and conditions, and with such rights and privileges
      attached thereto, as the Company by special resolution may direct or, if
      no such direction be given, as the Directors shall determine, and in
      particular such shares may be issued with preferential, qualified or
      deferred right to dividends and in the distribution of assets of the
      Company, and with a special or restricted right of voting, and any
      preference share may be issued on the terms that it is, or at the option
      of the Company, liable to be
redeemed.





6.
            Variation of
      rights





If at any
time the issued share capital is divided into different classes of shares, the
rights attached to any class (unless otherwise provided by the terms of issue of
the shares of that class) may, whether or not the Company is being wound up, be
varied with the consent in writing of the holders of three-fourths of the issued
shares of that class, or with the sanction of a special resolution passed at a
separate general meeting of the holders of the shares of the
class.  To every such separate general meeting the provisions of these
Articles relating to general meetings shall mutatis mutandis apply, but so that
the necessary quorum shall be two persons at least holding or representing by
proxy one-third of the issued shares of the class and that any holder of shares
of the class present in person or by proxy may demand a
poll.  Provided always that where the necessary majority for such a
special resolution is not obtained at the meeting, consent in writing if
obtained from the holders of three-fourths of the issued shares of the class
concerned within two months of the meeting shall be as valid and effectual as a
special resolution carried at the meeting.





7.
            Repurchase of
      shares





Subject
to and in accordance with the provisions of the Act, the Company may purchase or
otherwise acquire shares issued by it on such terms as the Company may think fit
and in the manner prescribed by the Act.  Unless as permitted under
Article 8 hereof, all shares repurchased by the Company shall be deemed to be
cancelled on purchase or acquisition by the Company.  In the
cancellation of any share as aforesaid, the rights and privileges attached to
that share shall expire.  In any other instance, the Company may hold
or deal with any such share so purchased or acquired by it in such manner as may
be permitted by, and in accordance with, the Act.




8


8.
            Treasury
      shares





The
Company may hold or deal with its treasury shares in the manner authorized by,
or prescribed pursuant to, the Act.  The treasury shares shall have no
voting rights and shall not be entitled to any dividend or other distribution
(whether in cash or otherwise) of the Company’s assets (including any
distribution of assets to members on a winding up) that may be made by the
Company.





9.
            Power to charge
      interest on capital





Where any
shares are issued for the purpose of raising money to defray the expenses of the
construction of any works or buildings, or the provision of any plant which
cannot be made profitable for a lengthened period, the Company may pay interest
on so much of that issued capital as is for the time being paid up for the
period and subject to the conditions and restrictions mentioned in the Act may
charge the same to capital as part of the cost of the construction of the works
or buildings or the provision of the plant.





10.
            Power to pay
      commission and brokerage





The
Company may exercise the powers of paying commissions on any issue of shares at
such rate or amount and in such manner as the Directors may deem
fit.  Such commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in one way and partly in the
other.  The Company may also on any issue of shares pay such brokerage
as may be lawful.





11.
            No trust
      recognized





Except as
required by law, no person shall be recognized by the Company as holding any
share upon any trust, and the Company shall not be bound by or be compelled in
any way to recognise (even when having notice thereof) any equitable,
contingent, future or partial interest in any share or unit of a share or
(except only as by these Articles or by law otherwise provided) any other rights
in respect of any share except an absolute right to the entirety thereof in the
registered holder.




9


SHARE
CERTIFICATES





12.
            Entitlement to
      certificate





Every
person whose name is entered as a member in the Register of Members shall be
entitled without charge to receive within two months after allotment or one
month after the lodgment of transfer one certificate for all his shares of any
one class, or upon payment of $2.00 (or such lesser sum as the Directors may
from time to time determine) several certificates in reasonable denominations in
respect of shares of any one class.  Where a member transfers part
only of the shares comprised in a certificate, one new certificate for the
balance of such shares shall be issued in lieu of the old certificate without
charge.  In the case of a share held jointly by several persons the
Company shall not be bound to issue more than one certificate and delivery
thereof to one of several joint holders shall be sufficient delivery to all such
holders.





13.
            Form of share
      certificate





Every
certificate of title to shares shall be issued under the seal in such form as
the Directors shall from time to time prescribe, shall bear the autographic or
facsimile signatures of either two Directors or one Director and the Secretary
or some other person appointed by the Directors and shall specify the number and
class of shares to which it relates and the amounts paid and the amounts (if
any) unpaid thereon.  Every certificate of title to debentures shall
bear the autographic or facsimile signature of a Director.





14.
            Replacement of
      certificate





Subject
to the provisions of the Act, if any share certificate shall be
defaced,  worn out, destroyed, lost or stolen, it may be renewed on
such evidence being produced and such letter of indemnity (if any) being given
as the Directors of the Company may require, and in the case of defacement or
wearing out on delivery of the old certificate and in any case on payment of
such sum not exceeding $2.00 as the Directors may from time to time
require.  In the case of the certificate being destroyed, lost or
stolen a shareholder or person entitled to whom such renewed certificate is
given shall also bear the loss and pay to the Company all expenses incidental to
the investigations by the Company of the evidence of such destruction or
loss.




10


JOINT
HOLDERS OF SHARES





15.
            Rights and liabilities
      of joint holders





Where two
or more persons are registered as the holders of any share they shall be deemed
to hold the same as joint tenants with benefit of survivorship subject to the
following provisions:





(a)
            the
      Company shall not be bound to register more than three persons as the
      holders of any share, except in the case of executors or trustees of a
      deceased shareholder;





(b)
            the
      joint holders of a share shall be liable severally as well as jointly in
      respect of all payments which ought to be made in respect of such
      share;





(c)
            on
      the death of any one of such joint holders the survivor or survivors shall
      be the only person or persons recognised by the Company as having any
      title to such share but the Directors may require such evidence of death
      as they may deem fit;





(d)
            any
      one of such joint holders may give effectual receipts for any dividend
      payable to such joint holders; and





(e)
            only
      the person whose name stands first in the Register as one of the joint
      holders of any share shall be entitled to delivery of the certificate
      relating to such share or to receive notices from the Company and any
      notice given to such person shall be deemed notice to all the joint
      holders.





16.
            Company’s
      lien





The
Company shall have a first and paramount lien on shares registered in the name
of a member (whether fully paid or not) and on dividends from time to time
declared in respect of such shares for all moneys due to the Company from him or
his estate either alone or jointly with any other person whether a member or not
and whether such moneys are presently payable or not.




11


17.
            Sale of shares subject
      to lien





The
Company may sell, in such manner as the Directors think fit, any shares on which
the Company has a lien, but no sale shall be made unless a sum in respect of
which the lien exists is presently payable, nor until the expiration of 14 days
after a notice in writing, stating and demanding payment of such part of the
amount  in respect of which the lien exists as is presently payable,
has been given to the registered holder for the time being of the share, or the
person entitled thereto by reason of his death or bankruptcy.





18.
            Rights of purchaser of
      such shares





To give
effect to any such sale the Directors may authorise some person to transfer the
shares sold to the purchaser thereof.  The purchaser shall be
registered as the holder of the shares comprised in any such transfer, and he
shall not be bound to see to the application of the purchase money, nor shall
his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.





19.
            Application of
      proceeds of such sale





The
proceeds of the sale shall be received by the Company and applied in payment of
such part of the amount in respect of which the lien exists as is presently
payable and accrued interest and expenses, and the residue, if any, shall be
paid to the person entitled to the shares at the date of the sales, or, his
executors, administrators or assignees or as he may direct.





CALLS
ON SHARES





20.
            Calls on
      shares





The
Directors may from time to time make calls upon the members in respect of any
money unpaid on their shares and not by the conditions of allotment thereof made
payable at fixed times, provided that no call shall be payable at less than one
month from the date fixed for the payment of the last preceding call, and each
member shall (subject to receiving at least 14 days’ notice specifying the time
or times and place of payment) pay to the Company at the time or times and place
so specified the amount called on his shares.  A call may be revoked
or postponed as the Directors may determine.




12


21.
            Time when
      made





A call
shall be deemed to have been made at the time when the resolution of the
Directors authorising the call was passed and may be required to be paid by
installments.





22.
            Interest on unpaid
      calls





If a sum
called in respect of a share is not paid before or on the day appointed for
payment thereof, the person from whom the sum is due shall pay interest on the
sum from the day appointed for payment thereof to the time of actual payment at
such rate not exceeding 8 per cent per annum as the Directors may determine, but
the Directors shall be at liberty to waive payment of that interest wholly or in
part.





23.
            Sum due on
      allotment





Any sum
which by the terms of issue of a share becomes payable on allotment or at any
fixed date, shall for the purposes of these Articles be deemed to be a call duly
made and payable on the date on which by the terms of issue the same becomes
payable, and in case of non-payment all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture, or otherwise shall
apply as if the sum had become payable by virtue of a call duly made and
notified.





24.
            Rights of member
      suspended until calls are duly
paid





No member
shall be entitled to receive any dividend or to be present or vote at any
meeting or upon a poll, or to exercise any privilege as a member until he shall
have paid all calls for the time being due and payable on every share held by
him, whether alone or jointly with any other person, together with interest and
expenses (if any).





25.
            Power to
      differentiate





The
Directors may, on the issue of shares, differentiate between the holders as to
the amount of calls to be paid and the times of payment.




13


26.
            Payment in advance of
      calls





The
Directors may, if they think fit, receive from any member willing to advance the
same all or any part of the money uncalled and unpaid upon any shares held by
him, and upon all or any part of the money so advanced may (until the same
would, but for the advance, become payable) pay interest at such rate not
exceeding (unless the Company in general meeting shall otherwise direct) 8 per
cent per annum as may be agreed upon between the Directors and the member paying
the sum in advance.  Capital paid on shares in advance of calls shall
not, whilst carrying interest, confer a right to participate in
profits.





TRANSFER
OF SHARES





27.
            Form of
      transfer





Subject
to these Articles any member may transfer all or any of his
shares.  Every transfer must be in writing and in the usual form or in
any form approved by the Directors.  The instrument of transfer of a
share shall be signed both by the transferor and by the transferee and be
witnessed.  The transferor shall be deemed to remain the holder of the
share until the name of the transferee is entered in the Register of Members in
respect thereof.  Shares of different classes shall not be comprised
in the same instrument of transfer.





28.
            Retention of
      transfers





All
instruments of transfer which shall be registered shall be retained by the
Company but any instrument of transfer which the Directors may refuse to
register shall (except in any case of fraud) be returned to the party presenting
the same.




14


29.
            Right to decline to
      accept transfer





The
Directors may decline to accept any instrument of transfer unless:-





(a)
            such
      fee not exceeding $2.00 as the Directors may from time to time determine
      is paid to the Company in respect
thereof;





(b)
            the
      instrument of transfer is duly stamped in accordance with any law for the
      time being in force relating to stamp
duty;





(c)
            the
      instrument of transfer is deposited at the office or at such other place
      (if any) as the Directors may appoint accompanied by a certificate of
      payment of stamp duty (if any), the certificates of the shares to which
      the transfer relates and such other evidence as the Directors may
      reasonably require to show the right of the transferor to make the
      transfer and, if the instrument of transfer is executed by some other
      person on his behalf, the authority of the person so to do;
      and





(d)
            such
      fee not exceeding $2.00 as the Directors may from time to time determine
      is paid to the Company in respect of the registration of any probate,
      letters of administration, certificate of marriage or death, power of
      attorney or any document relating to or affecting the title to the
      shares.





30.
            Infant, bankrupt or
      person of unsound mind





No share
shall in any circumstances be transferred to any infant or bankrupt or person of
unsound mind.





31.
            Pre-emption
      rights





(1)
            Unless
      otherwise agreed by the holders of all the shares for the time being
      issued, any person proposing to transfer a share (hereinafter called “the
      proposing transferor”) shall give notice in writing (hereinafter called “a
      transfer notice”) to the Company that he desires to transfer the
      same.  Such notice shall specify the sum he fixes as the fair
      value and shall constitute the Company his agent for the sale of the share
      to the other members in proportion to their shareholding in the Company
      (hereinafter called “the purchasing member”) at the price so fixed or at
      the option of the purchasing member at the fair value to be fixed by the
      auditors of the Company in accordance with Article 31(4)
      hereof.




15


(2)
            A
      transfer notice may include several shares and in such case shall operate
      as if it were a separate notice in respect of each.  A transfer
      notice shall not be revocable except with the sanction of the
      Directors.





(3)
            If
      the Company shall within 28 days after being served with a transfer notice
      find a purchasing member and shall give notice thereof to the proposing
      transferor, he shall be bound upon payment of the fair value as fixed in
      accordance with paragraph (1) or (4) of this Article 31 to transfer the
      share to the purchasing member.





(4)
            In
      case any difference arises between the proposing transferor and the
      purchasing member as to the fair value of a share, the auditors shall on
      the application of either party certify in writing the sum which in their
      opinion is the fair value and such sum shall be deemed to be the fair
      value and in so certifying the auditors shall be considered to be acting
      as experts and not as arbitrators and accordingly the Arbitration Act
      (Cap. 10) shall not apply.  The interval between the date of the
      application to the auditors and the date of their certificate shall not be
      taken into consideration in calculating the period referred to in the
      preceding paragraph.





(5)
            If
      in any case the proposing transferor after having become bound as
      aforesaid makes default in transferring the share, the Company may receive
      the purchase money and the proposing transferor shall be deemed to have
      appointed any one Director or the Secretary of the Company as his agent to
      execute a transfer of the share to the purchasing member, and upon the
      execution of such transfer the Company shall hold the purchase money in
      trust for the proposing transferor.  The receipt of the Company
      for the purchase money shall be a good discharge to the purchasing member,
      and after his name has been entered in the Register of Members in
      purported exercise of the aforesaid power the validity of the proceedings
      shall not be questioned by any
person.





(6)
            If
      the Company shall not within the period referred to in paragraph (3) of
      this Article 31 find a purchasing member and give notice in the manner
      aforesaid the proposing transferor shall at any time within three months
      afterwards be at liberty, subject to Article 29 hereof, to sell and
      transfer the share (or where there are more shares than one, those not
      placed) to any person and at a price which is not less than that specified
      by him in the transfer notice.


16


32.
            Directors’ right to
      refuse transfer of shares





The
Directors may refuse to register the transfer of any share:-





(a)
            if
      the share has not been fully paid or is subject to a lien;
    or





(b)
            if
      the provisions of these Articles relating to the transfer of shares have
      not been compiled with.





33.
            Directors to give
      reasons for refusal to
transfer





If the
Directors shall refuse to register the transfer of any share they shall within
one month of the date on which the application for transfer was made serve on
the transferor and transferee a notice in writing stating the reasons justifying
the refusal to transfer and a notice of refusal as required by the
Act.





34.
            Register of
      Transfers





The
Company shall maintain a Register of Transfers which shall be kept under the
control of the Directors, and in which shall be entered the particulars of every
transfer of shares.  The Register of Transfers may be closed at such
times and for such periods as the Directors may from time to time determine
provided always that it shall not be closed for more than 30 days in the
aggregate in any year.





TRANSMISSION
OF SHARES





35.
            Transmission on
      death





In case
of the death of a member the survivor or survivors where the deceased was a
joint holder, and the legal personal representatives of the deceased where he
was a sole holder, shall be the only persons recognized by the Company as having
any title to his interest in the shares; but nothing herein contained shall
release the estate of a deceased joint holder from any liability in respect of
any share which had been jointly held by him with other persons.





36.
            Persons becoming
      entitled on death or bankruptcy of a member may be
      registered





Any
person becoming entitled to a share in consequence of the death or bankruptcy of
a member may, upon such evidence being produced as may from time to time
properly be required by the Directors and subject as hereinafter provided, elect
either to be registered himself as holder of the share or to have some person
nominated by him registered as the transferee thereof, but the Directors shall,
in either case, have the same right to decline or suspend registration as they
would have had in the case of a transfer of the share by that member before his
death or bankruptcy.


17




37.
            Rights of persons
      becoming entitled or death or bankruptcy of
  member





If the
person so becoming entitled elects to be registered himself, he shall deliver or
send to the Company a notice in writing signed by him stating that he so
elects.  If he elects to have another person registered he shall
testify his election by executing to that person a transfer of the
share.  All the limitations, restrictions, and provisions of these
Articles relating to the right to transfer and the registration of transfers of
shares shall be applicable to any such notice or transfer and the registration
of transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or bankruptcy of the member had not occurred and the
notice or transfer were a transfer signed by that member.





38.
            Rights of unregistered
      executors and trustees





Where the
registered holder of any share dies or becomes bankrupt his personal
representative or the assignee of his estate, as the case may be, shall upon the
production of such evidence as may from time to time be properly required by the
Directors in that behalf, be entitled to the same dividends and other
advantages, and to the same rights (whether in relation to meetings of the
Company, or to voting , or otherwise), as the registered holder would have been
entitled to if he had not died or become bankrupt; and where two or more persons
are jointly entitled to any share in consequence of the death of the registered
holder they shall, for the purposed of these Articles be deemed to be joint
holders of the share.





FORFEITURE
OF SHARES





39.           Notice requiring payments of
calls





If a
member fails to pay any call or installment of a call on the day appointed for
payment thereof, the Directors may, at any time thereafter during such time as
any part of the call or installment remains unpaid serve a notice on him
requiring payment of so much of the call or installment as is unpaid, together
with any interest which may have accrued.





40.           Notice to state time and
place





The
notice shall name a further day (not earlier than the expiration of 14 days from
the date of service of the notice) on or before which the payment required by
the notice is to be made, and shall state that in the event of non-payment at or
before the time appointed the shares in respect of which the call was made will
be liable to be forfeited.




18


41.
            Forfeiture on
      non-compliance with notice





If the
requirements of any such notice as aforesaid are not compiled with, any share in
respect of which the notice has been given may at any time thereafter, before
the payment required by the notice has been made, be forfeited by a resolution
of the Directors to that effect.  Such forfeiture shall include all
dividends declared in respect of the forfeited shares and not actually paid
before the forfeiture.





42.
            Sale or disposition of
      forfeited shares





A
forfeited share may be sold or otherwise disposed of on such terms and in such
manner as the Directors think fit, and at any time before a sale or disposition
the forfeiture may be cancelled on such terms as the Directors think
fit.





43.
            Rights and liabilities
      of persons whose shares have been
  forfeited





A person
whose shares have been forfeited shall cease to be a member in respect of the
forfeited shares, but shall, notwithstanding, remain liable to pay to the
Company all money which, at the date of forfeiture, was payable by him to the
Company in respect of the shares (together with interest at the rate of 8 per
cent per annum from the date of forfeiture on the money for the time being
unpaid if the Directors think fit to enforce payment of such
interest),  but his liability shall cease if and when the Company
receives payment in full of all such money in respect of the
shares.





44.
            Title to shares
      forfeited





A
statutory declaration in writing that the declarant is a Director or the
Secretary of the Company, and that a share in the Company has been duly
forfeited on a date stated in the declaration, shall be conclusive evidence of
the facts therein stated as against all persons claiming to be entitled to the
share.





45.
            Powers of Company on
      disposition of forfeited
shares





Any share
so forfeited shall be deemed to be the property of the Company.  The
Company may receive the consideration, if any, given for a forfeited share on
any sale or disposition thereof and may execute a transfer of the share in
favour of the person to whom the share is sold or disposed of and he shall
thereupon be registered as the holder of the share, and shall not be bound to
see to the application of the purchase money, if any, nor shall his title to the
share be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale, or disposal of the share.




19


46.
            Articles as to
      forfeiture applicable to non-payment on
  shares





The
provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes payable
at a fixed time, as if the same had been payable by virtue of a call duly made
and notified.





CONVERSION
OF SHARES INTO STOCK





47.
            Power to convert into
      stock





The
Company may by ordinary resolution passed at a general meeting convert any
paid-up shares into stock and reconvert any stock into paid-up
shares.





48.
            Transfer of
      stock





The
holders of stock may transfer the same or any part thereof in the same manner
and subject to the same Articles as the shares from which the stock arose might
previously to conversion have been transferred or as near thereto as
circumstances admit; but the Directors may from time to time fix the minimum
amount of stock transferable and restrict or forbid the transfer of fractions of
that minimum.





49.
            Rights of
      stockholders





The
holders of stock shall according to the number of the stock units held by them
have the same rights, privileges and advantages as regards dividends, voting at
meetings of the Company and other matters as if they held the shares from which
the stock arose, but no such privilege or advantage (except participation in the
dividends and profits of the Company and in the assets on winding up) shall be
conferred by any such aliquot part of stock which would not if existing in
shares have conferred that privilege or advantage.





50.
            Interpretation





Such of
the Articles of the Company as are applicable to paid-up shares shall apply to
stock, and the words “share” and “shareholder” therein shall include “stock” and
“stockholder”.




20





ALTERATION
OF CAPITAL





51.
            Power to consolidate,
      cancel, subdivide shares and convert class of
  shares





The
Company may from time to time by ordinary resolution do one or more of the
following:-





(a)
            Consolidate
      and divide all or any of its share
capital;





(b)
            subject
      to the provisions of these Articles and the Act, convert any class of
      shares into any other class of shares;
and





(c)
            cancel
      shares which at the date of the passing of the resolutions in that behalf
      have not been taken or agreed to be taken by any person or which have been
      forfeited.





52.
            Power to reduce share
      capital





The
Company may by special resolution reduce its share capital in any manner and
subject to, any incident authorized, and consent required by law.





GENERAL
MEETINGS





53.
            Annual General
      Meeting





Unless
dispensed with in accordance with the Act, an annual general meeting of the
Company shall be held in each calendar year or at such time as may be permitted
by the Act.  All general meetings other than the annual general
meetings shall be called extraordinary general meetings.





54.
            Calling extraordinary
      general meetings





Any
Director may whenever he thinks  fit convene an extraordinary general
meeting, and extraordinary general meetings shall be convened on such
requisition or in default may be convened by such requisitionists as provided by
the Act.





55.
            Time and place of
      meeting





The time
and place of any meeting shall be determined by the convenors of the
meeting.




21


NOTICE
OF GENERAL MEETINGS





56.
              (1)   Notice of
      Meetings





Subject
to the provisions of the Act as to special resolutions and agreements for
shorter notice, a meeting of the Company shall be called by 14 days’ notice in
writing at the least.





(2)
              Period and form of
      notice





The
notice shall be exclusive of the day on which it is served or deemed to be
served  and inclusive of the day for which it is given
and  shall specify the place,  the day and the hour of the
meeting and in case of special business the general nature of the
business.





(3)
            Notice of right to
      appoint proxies


`


In every
notice calling a meeting there shall appear with reasonable prominence a
statement that a member entitled to attend and vote is entitled to appoint not
more than two proxies to attend and vote instead of him and that a proxy need
not also be a member.





57.
            Special
      business





All
business shall be special that is transacted at an extraordinary general
meeting, and also all that is transacted at an annual general meeting, with the
exception of declaring a dividend, the consideration of the accounts,
balance-sheets and the reports of the Directors and auditors and the appointment
and fixing of the remuneration of the auditors.





58.
              (1)   Persons who should be
      given notice





Notice of
every general meeting shall be given in any manner authorized by these Articles
to:





(a)
              every
      member holding shares conferring the right to attend and vote at the
      meeting;





(b)
              the
      Directors (including alternate Director) of the Company;
    and





(c)
              the
      auditors of the Company.




22


(2)
            Notice given to
      debenture holders when
necessary





No other
person shall be entitled to receive notices of general meetings; provided that
if the meeting be called for the alteration of the Company’s objects, the
provisions of the Act regarding notices to debenture holders shall be compiled
with.





(3)
              Accidental omission to
      give and non-receipt of
notice





The
accidental omission to give notice of a meeting to or the non-receipt of notice
of a meeting by any person entitled to receive notice shall not invalidate the
proceedings at the meeting.





PROCEEDINGS
AT GENERAL MEETING





59.
            Quorum





No
business shall be transacted at any general meeting unless a quorum of members
is present at the time when the meeting proceeds to business.  Where
the Company has only one member, that sole member shall constitute a quorum for
any general meeting.  Save as herein otherwise provided, two members
shall form a quorum.





For the
purposes of this Article “member” includes a person attending as a proxy or as
representing a corporation or a limited liability partnership which is a member,
and joint holders of any share shall be treated as one member.





60.
            Adjournment if quorum
      not present





If within
half an hour from the time appointed for the meeting a quorum is not present,
the meeting, if convened upon the requisition of members, shall be dissolved; in
any other case it shall stand adjourned to the same day in the next week at the
same time and place as the original meeting, or to such other day and at such
other time and place as the Directors may determine.





61.
            Chairman





The
Chairman, if any, of the Board of Directors shall preside as Chairman at every
general meeting of the Company, or if there is no such Chairman, or if he is not
present within 10 minutes after the time appointed for the holding of the
meeting or is unwilling to act, the Deputy Chairman shall preside as Chairman of
the meeting.  If there is no such Deputy Chairman present at the
meeting and willing to act as Chairman the members present shall appoint a
Direct as Chairman of the meeting or if no Director is present or if all
Directors present are unwilling to act, the members present shall elect one of
their number to be Chairman of the meeting.




23


62.
            Adjournment





The
Chairman may, with the consent of any meeting at which a quorum is present (and
shall if so directed by the meeting), adjourn the meeting from time to time and
from place to place, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the
adjournment took place.  When a meeting  is adjourned for 30
days or more, notice of the adjourned meeting shall be given as in the case of
an original meeting.  Save as aforesaid it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting.





63.
            Method of
      voting





At any
general meeting a resolution put to the vote of the meeting shall be decided on
a show of hands unless before or on the declaration of the result of the show of
hands a poll is demanded:





(a)
            by
      the Chairman;





(b)
            by
      at least three members present in person or by
  proxy;





(c)
            by
      any member or members present in person or by proxy and representing not
      less than one-tenth of the total voting rights of all the members having
      the right to vote at the meeting;
or





(d)
            by
      a member or members holding shares in the Company conferring a right to
      vote at the meeting being shares on which an aggregate sum has been paid
      up equal to not less than one-tenth of the total number sum paid up on all
      the shares conferring that right; unless a poll is so demanded by the
      Chairman that a resolution has on a show of hands been carried or carried
      unanimously, or by a particular majority, or lost, and an entry to that
      effect in the book containing the minutes of the proceedings of the
      Company shall be conclusive evidence of the fact without proof of the
      number or proportion of the votes recorded in favour of or against the
      resolution.  The demand for a poll may be
    withdrawn.





64.
            Taking a
      poll





If a poll
is duly demanded it shall be taken in such manner and either at once or after an
interval or adjournment or otherwise as the Chairman directs, and the result of
the poll shall be the resolution of the meeting at which the poll was
demanded.  No poll shall be demanded on the election of a Chairman of
a meeting and a poll demanded on a question of adjournment shall be taken at the
meeting and without adjournment.




24


65.
            Other business to
      proceed





The
demand of a poll shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded.





66.
            Error in counting of
      votes





If at any
general meeting any votes shall be counted which ought not to have been counted
or might have been rejected, the error shall not vitiate the result of the
voting unless it be pointed out at the same meeting, and be of sufficient
magnitude to vitiate the result of the voting.





67.
            Resolution by written
      means





Subject
to the provisions of the Act, any resolution may be passed by written means or
such other permitted alternative form in accordance with these Articles provided
that where:





(a)
            a
      resolution is stated to be a special resolution, it must have been
      formally agreed to on any date by one or more members of the Company who
      on that date represent at least 75% of the total voting rights of all
      members who on that date would have the right to vote on that resolution
      at a general meeting of the Company;
and





(b)
            the
      resolution does not state that it is a special resolution, it must have
      been formally agreed on any date by one or more members of the Company who
      on that date represent a majority of the total voting rights of all
      members who on that date would have the right to vote on that resolution
      at a general meeting of the
Company.





For the
purpose of this Article, a member shall be deemed to have formally agreed to a
resolution if the document received from the member is (i) in legible form or a
permitted alternative form; (ii) indicates that the member has agreed to the
resolution; and (iii) includes the text of the resolution or refers to the
resolution being agreed to.





68.
            Voting rights of
      members





Subject
to any rights or restrictions for the time being attached to any class or
classes of shares, at a meeting of members or classes of members each member
entitled to vote may vote in person or by proxy or by attorney.  On a
show of hands every member present in person or by proxy shall have one
vote.  Subject to any rights or restrictions for the time being
attached to any class or classes of shares, on a poll every member present in
person or by proxy shall have one vote for each share he holds.




25


69.
            Chairman’s casting
      vote





In the
case of an equality of votes, whether on a show of hands or on a poll, the
Chairman of the meeting at which the show of hands takes place or at which the
poll is demanded shall be entitled to a second or casting vote in addition to
the vote or votes to which he may be entitled as a member.





70.
            Voting rights of joint
      holders





In the
case of joint holders the vote of the senior who tenders a vote, whether in
person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders; and for this purpose seniority shall be determined by the order
in which the names stand in the Register of Members.





71.
            Corporation and
      limited liability partnerships acting by
      representatives





Any
corporation or limited liability partnership which is a member of the Company
may by resolution of its Directors or other governing body authorise any person
to act as its representative at any general meeting of the Company or of any
class of members of the Company and the person so authorised shall be entitled
to exercise the same powers on behalf of the corporation or limited liability
partnership as a corporation  or limited liability partnership would
exercise if it were personally present at the meeting.





72.
            Right to
      vote





Every
member (other than a holder of treasury shares) shall be entitled to be present
and to vote at any general meeting either personally or by proxy in respect of
any shares upon which all calls due to the Company have been paid.





73.
            Objections





No
objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or tendered,
and every vote not disallowed at such meeting shall be valid for all
purposes.  Any such objection made in due time shall be referred to
the Chairman of the meeting, whose decision shall be final and
conclusive.




26


74.
            Appointment of
      proxies





A member
may appoint not more than two proxies to attend at the same
meeting.  Where a member appoints more than one proxy, he shall
specify the proportion of his shareholding to be represented by each
proxy.  The instrument appointing a proxy or representative shall be
in writing under the hand of the appointor or of his attorney duly authorized in
writing or, if the appointor is a corporation, either under seal or under the
hand of an officer or attorney dully authorized or, if the appointor is a
limited liability partnership under the hand of an officer or attorney duly
authorised.  A proxy or representative may but need not be a member of
the Company.  The instrument appointing a proxy shall be deemed to
confer authority to demand or join in demanding a poll.  The
instrument appointing a proxy shall be in the common form or in such other form
as the Directors may from time to time approve.





75.
            Deposit of instrument
      appointing a proxy





The
instrument appointing a proxy and the power of attorney or other authority, if
any, under which it is signed or a certified copy thereof shall be deposited at
the registered office of the Company, or at such other place in Singapore as is
specified for that purpose in the notice convening the meeting, not less than 48
hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote, or, in the case of a poll, not
less than 24 hours before the time appointed for the taking of the poll, and in
default the instrument of proxy shall not be treated as valid.





76.
            Intervening death or
      insanity of principal not to revoke
proxy





A vote
given in accordance with the terms of an instrument of proxy or attorney shall
be valid notwithstanding the previous death or unsoundness of mind of the
principal or revocation of the instrument or of the authority under which the
instrument was executed, or the transfer of the share in respect of which the
instrument is given, if no intimation in writing of such death, unsoundness of
mind, revocation, or transfer as aforesaid has been received by the Company at
the registered office before the commencement of the meeting or adjourned
meeting at which the instrument is used.




27


DIRECTORS





77.
            Number of
      Directors





The
minimum number of Directors shall be one.  All the Directors of the
Company shall be natural persons.





78.
            Director need not be a
      member of Company





A
Director need not be a member of the Company, but shall be entitled to receive
notice of and to attend all general meetings of the Company.





79.
            Directors
      fees





The fees
payable to Directors shall from time to time be determined by the Company in
general meeting.  Such fees shall be divided amongst the Directors in
such proportions and in such manner as they may agree and in default of
agreement equally, except that in the latter event any  Director who
shall hold office for part only of the period in respect of which such fees are
payable shall be entitled to rank in such division for the proportion of the
fees related to the period during which he has held office.





80.
            Expenses





The
Directors may be paid all traveling, hotel and other expenses properly incurred
by them in attending and returning from meetings of the Directors or any
committee of the Directors or general meetings of the Company or in connection
with the business of the Company.





81.
            Extra
      remuneration





Any
Director who is appointed to any executive office or serves on any committee or
who otherwise performs or renders services which, in the opinion of the
Directors, are outside his ordinary duties as a Director, may be paid such
remuneration as the Directors may determine.


28


82.
            (1)
            Declaration of
      Director’s interest in transaction with
  Company





A
Director who is in any way whether directly or indirectly interested in a
transaction or proposed transaction with  the Company shall declare
the nature of his interest at a meeting of the Directors in accordance with the
Act, but notwithstanding his interest he may vote and be counted in the quorum
present at any meeting of the Directors.





(2)
            Declaration of
      Director’s conflict of
interest





A
Director who holds any office or possesses any property whereby whether directly
or indirectly duties or interests might be created in conflict with his duties
or interests as Director shall declare the fact and the  nature,
character and extent of the  conflict at  a meeting of the
Directors of the Company in accordance with the Act.





(3)           Power of Director to hold
office of profit and to contract with Company





A
Director may hold any other office or place of profit under the Company (other
than the office of auditor) in conjunction with his office of Director for such
period and on such terms (as to remuneration and otherwise) as the Directors may
determine.  No Director or intending Director shall be disqualified by
his office from contracting with the Company either with regard to his tenure of
any such other office or place of profit or as a vendor, purchaser or
otherwise.  No such contract and no contract or arrangement entered
into by or on behalf of the Company in which any Director is in any way
interested shall be liable to be avoided nor shall any Director so contracting
or being so interested be liable to account to the Company for any profit
realized by any such contract or arrangement by reason of such Director holding
that office or of the fiduciary relationship thereby established.





(4)           Holding of office in other
companies





A
Director of the Company may become or continue to be a director or other officer
of or otherwise be interested in any company  whether or not the
Company is interested as a shareholder or otherwise and no such Director shall
be accountable to the Company for any remuneration or other benefits received by
him as a director or officer of or from his interests in such other company
unless the Company otherwise directs.


29


83.
            Directors shall keep
      registers





The
Directors shall keep Registers as required by the Act.





APPOINTMENT
AND REMOVAL OF DIRECTORS





84.
            Directors’ power to
      fill casual vacancies and to appoint additional
      Directors





The
Directors may at any time, and from time to time, appoint any person to be a
Director, either to fill a casual vacancy or as an addition to their
number.





85.
            Removal of
      Director





The
Company may by ordinary resolution remove any Director before the expiration of
his period of office, and may by an ordinary resolution appoint another person
as Director in his stead.





86.
            Vacation of office of
      Director





The
office of a Director shall become vacant if:-





(a)
            he
      ceases to be a Director by virtue of the
Act;





(b)
            he
      becomes bankrupt or makes any arrangement or composition with his
      creditors generally;





(c)
            he
      becomes prohibited by law from continuing to be a
  Director;





(d)
            he
      becomes of unsound mind or a person whose person or estate is liable to be
      dealt with in any way under the law relating to mental
      disorder;





(e)
            he
      resigns his office by notice in writing to the Company;
  or





(f)
            he
      is removed from office pursuant to a resolution passed by the Company in
      general meeting.


30


POWERS
AND DUTIES OF DIRECTORS





87.
            General power of
      Directors to manage Company’s
business





The
business of the Company shall be managed by the Directors who may exercise all
powers of the Company as are not, by the Act or by these Articles, required to
be exercised by the Company in general meeting.  The exercise of such
powers of the Company by the Directors shall be subject to these Articles, the
Act and such regulations being not inconsistent with these Articles or the Act
as may be prescribed by the Company in general meeting; but no regulation made
by the Company in general meeting  shall invalidate any prior act of
the Directors which would have been valid if that regulation had not been
made.





88.
            Power of sale or
      disposal of Company’s
property





Without
prejudice to the generality of the preceding Article, any sale or disposal by
the Directors of the whole or substantially the whole of the undertaking or
property of the Company shall be subject to the prior approval of the Company in
general meeting.





89.
            Directors’ borrowing
      powers





The
Directors may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital, or any part
thereof, and to issue debentures and other securities whether outright or as
security for any debt, liability, or obligation of the Company or of any third
party.





90.
            Delegation of
      Directors’ powers





The
Directors may delegate any of their powers other than the powers to borrow and
make calls to committees consisting of such persons (whether Directors or not)
as they think fit.  Any committee so formed shall in the exercise of
the power so delegated conform to any regulations that may from time to time be
imposed upon them by the Board.


31


91.
            Power to establish
      local boards





The
Directors from time to time and at any time may establish any local boards or
agencies for managing any of the affairs of the Company either in the Republic
of Singapore or elsewhere and may appoint any persons to be members of such
local boards or any managers inspectors or agents and may fix their remuneration
and may delegate to any local board, manager, inspector or agent any of the
powers, authorities and discretion vested in the Directors with power
to  sub-delegate and may authorise the members of any local board or
any of them to fill any vacancies therein and to act notwithstanding vacancies
and any such appointment or delegation may be made upon such terms and subject
to such conditions as the Directors may think fit and the Directors may remove
any person so appointed and may annul or vary such delegation, but no person
dealing in good faith and without notice of any such annulment or variation
shall be affected thereby.  Every Director while present in the
country or territory in which any such local board or any committee thereof
shall have been established shall be ex-officio a member thereof and entitled to
attend and vote at all meetings thereof held while he is present in such country
or territory.





92.
            Power of appoint
      attorney





The
Directors may from time to time by power of attorney appoint any corporation,
firm, or person or body of persons, whether nominated directly or indirectly by
the Directors, to be the attorney or attorneys of the Company for such purposes
and with such powers, authorities and discretion (not exceeding those vested in
or exercisable by the Directors under these Articles) and for such period and
subject to such conditions as they may think fit, and any such powers of
attorney may contain such provisions for the protection and convenience of
persons dealing with any such attorney as the Directors may think fit and may
also authorise any such attorney to delegate all or any of the powers,
authorities and discretion vested in him.





93.
            Execution of
      negotiable instruments and receipts for money
  paid





All
cheques, promissory notes, drafts, bills or exchange and other negotiable
instruments, and all receipts for money paid to the Company, shall be signed,
drawn, accepted, endorsed, or otherwise executed, as the case may be, by any two
Directors or in such other manner as the Directors from time to time
determine.


32


94.
            Power to keep a Branch
      Register





The
Directors may exercise the powers conferred upon the Company by the Act with
regard to the keeping of a Branch Register, and the Directors may (subject to
the provisions of the Act) make and vary such regulations as they may think fit
respecting the keeping of any such register.





PROCEEDINGS
OF DIRECTORS





95.
            Meetings of
      Directors





The
Directors may meet together for the dispatch of business adjourn and otherwise
regulate their meetings as they think fit.  A Director may at any time
and the Secretary shall at the request of a Director summon a meeting of the
Directors.





96.
            Questions to be
      decided at meeting





Subject
to these Articles questions arising at any meeting of Directors shall be decided
by a majority of votes and a determination by a majority of Directors shall for
all purposes be deemed a determination of the Directors.  In case of
an equality of votes the Chairman of the meeting shall have a second or casting
vote.





97.
            Quorum





The
quorum necessary for the transaction of the business of the Directors may be
fixed by the Directors, and  unless so fixed shall be two, except
where the Company has only a sole Director, in which case the sole Director
shall constitute a quorum.





98.
            Proceedings in case of
      vacancies





The
continuing Directors may act notwithstanding any vacancy in their body, but if
and so long as their number is reduced below the number fixed by or pursuant to
these Articles as the necessary quorum of Directors, the continuing Directors or
Director may act for the purpose of increasing the number of Directors to that
number or of summoning a general meeting of the Company, but for no other
purpose.


33


99.
            Chairman of
      Directors





The
Directors may elect a Chairman and a Deputy Chairman.  The Chairman
shall preside at all meetings of the Board but if at any time there is no
Chairman or if at any meeting the Chairman is not present within 10 minutes
after the time appointed for holding the meeting the Deputy Chairman shall
preside at the meeting.  If there is no Deputy Chairman or the Deputy
Chairman is not present at the meeting the Directors present may choose one of
their number to be Chairman of the meeting.





100.
            Chairman of
      committee





A
committee formed by the Directors to exercise powers delegated by them may elect
a Chairman of its meetings; if no such Chairman is elected, or if at any meeting
the Chairman is not present within 10 minutes after the time appointed for
holding the meeting, the members present may choose one of their number to be
Chairman of the meeting.





101.
            Meetings of
      committee





A
committee may meet and adjourn its meeting as it thinks
proper.  Questions arising at any meeting shall be determined by a
majority of votes of the members present, and in the case of an equality of
votes the Chairman shall have a second or casting vote.





102.
            Validity of acts of
      Directors in spite of some formal
defects





All acts
done by any meeting of the Directors or of a committee of Directors or by any
person acting as a Director shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any such Director or
person acting as aforesaid, or that they or any of them were disqualified, be as
valid as if every such person had been duly appointed and was qualified to be a
Director.


34


103.
            Resolutions in
      writing





A
resolution in writing, signed by the Directors being not less than the number
required to constitute a quorum, shall be as valid and effectual as if it had
been passed at a meeting of the Directors duly convened and held.  A
written notice of confirmation of such resolution sent by a Director shall be
deemed to be his signature to such resolution in writing for the purpose of this
Article.  Any such resolution may consist of several documents in like
form, each signed by one or more Directors.  In this Article, the
expressions “in writing” and “signed” include approval by any such director by
letter, facsimile, telex, cable, telegram or any form of electronic
communication approved by the directors for such purpose from time to time
incorporating, if deemed necessary, the use of security and/or identification
procedures and devices so approved.





104.
            Resolutions by a
      Single Director





In the
event the Company has only one Director, that Director may make a declaration
required or authorized to be made under the Act by recording the declaration and
signing the record; and such recording and signing of the declaration satisfies
any requirement in the Act that the declaration be made at a meeting of the
Directors.





105.
            Resolutions by
      telephone, close circuit television, electronic and audio visual
      conferences





The
Directors may, if they think fit, confer by telephone, close circuit television
or other electronic means or audio or audio visual communication.  A
resolution passed by a majority of the Directors for the time being of the
Company at such conference shall, notwithstanding the Directors are not present
together in one place at the time of conference, be as valid and effectual as if
it had been passed at a meeting of the Directors of the Company duly convened
and held.  A meeting conducted by telephone or other  means
of communication as aforesaid is deemed to be held at the place agreed upon by
the Directors attending the meeting, provided at least on of the Directors
present at the meeting was at that place for the duration of the
meeting.


35


106.
            Minutes of
      Meeting





The
Directors shall cause minutes to be made:-





(a)
            of
      names of Directors present at all meetings of the Company and of the
      Directors; and





(b)
            of
      all resolutions and proceedings at all meetings of the Company and of the
      Directors and of any committee of
Directors.





Such
minutes shall be signed by the Chairman of the meeting at which the proceedings
were held or by the Chairman of the next succeeding meeting.





ALTERNATE
DIRECTORS





107.
            Appointment of
      Alternate Directors





Any
Director may appoint a person approved by the majority of the other Directors to
be an alternate Director in his place during such period as he thinks
fit.  Any person while he so holds office as a alternate Director
shall be entitled to notice of meetings of the Directors and to attend and vote
thereat accordingly, and to exercise all the powers of the appointor in his
place. An alternate Director shall not require any share qualification, and
shall ipso facto vacate office if the appointor vacates office as a Director
otherwise than by retiring and being re-elected at the same meeting or removes
the appointee from office.  Any appointment or removal under this
Article shall be effected by notice in writing under the hand of the Director
making the same.  Any fee paid by the Company to the alternate
Director shall be deducted from the remuneration payable to his
appointor.





MANAGING
DIRECTORS





108.
            Appointment of
      Managing Director





The
Directors may from time to time appoint one or more of their body to the office
of Managing Director for such  period and on such terms as they think
fit and, subject to the terms of any agreement entered into in any particular
case, may revoke any such appointment.  The appointment of a Director
so appointed shall be automatically terminated if he ceases for any cause to be
a Director.


36


109.
            Remuneration of
      Managing Director





A
Managing Director shall, subject to the terms of any agreement entered into in
any particular case, receive such remuneration (whether by way of salary,
commission, or participation in profits, or partly in one way and partly in
another) as the Directors may determine.





110.
            Powers of Managing
      Director





A
Managing Director shall be subject to the control of the
Directors.  The Directors may entrust to and confer upon a Managing
Director any of the powers exercisable by them upon such terms and conditions
and with such restrictions as they may think fit, and either collaterally with
or to the exclusion of their own powers, and may from time to time revoke,
withdraw, alter, or vary all or any of those powers.





SECRETARY





111.
            Appointment of
      Secretary





The
Secretary shall in accordance with the Act be appointed by the Directors for
such term, at such remuneration, and upon such conditions as they may think fit
and any Secretary so appointed ma be removed by them.





112.
            Same person cannot act
      as Director and Secretary





A
provision of the Act or these Articles requiring or authorising a thing to be
done by or in relation to a Director and the Secretary shall not be satisfied by
its being done by or  in relation to the same person acting both as
Director and as, or in place of, the Secretary.





SEAL





113.
            Seal





The
Directors shall provide for the safe custody of the seal, which shall only be
used by the authority of the Directors or of a committee of the Directors
authorized by the Directors in that behalf.  Every instrument to which
the seal is affixed shall bear the autographic or facsimile signatures of a
Director and the Secretary or a second Director or some other person appointed
by the Directors for the purpose.  Any facsimile signature may be
reproduced by mechanical electronic or other method approved by the
Directors.


37


114.
            Official
      Seal





The
Company may exercise all the powers conferred by the Act to have an official
seal for use abroad and such official seal shall be affixed by the authority and
in the presence of and the instruments sealed therewith shall be signed by such
person as the Directors shall from time to time by writing under the seal
appoint.





115.
            Duplicate Common
      Seal





The
Company may have a duplicate common seal which shall be a facsimile of the
common seal of the Company with the addition on its face of the words “Share
Seal” and a share certificate under such duplicate seal shall be deemed to be
sealed with the seal of the Company.





ACCOUNTS





116.
            Directors to keep
      proper accounts





The
Directors shall cause proper accounting and other records to be kept and shall
distribute copies of balance-sheets and other documents as required by the Act,
and shall from time to time determine whether and to what extent and at what
times and places and under what conditions or regulations the accounting
and  other records of the Company or any of them shall be open to the
inspection of members not being Directors, and no member (not being a Director)
shall have any right of inspecting any account or book or paper of the Company
except as conferred by Statute or authorized by the Directors or by the Company
in general meeting.





117.
            Presentation of
      accounts





The
Directors shall from time to time in accordance with the Act cause to be
prepared and to be laid before the Company in general meeting such profit and
loss accounts, balance-sheets and reports as are required under the
Act.


38


118.
            Copies of
      accounts





A copy of
every balance-sheet (including every document required by law to be annexed
thereto) which is to be laid before the Company in general meeting together with
a copy of the auditor’s report shall not less than 14 days before the date of
the meeting be delivered or sent by post to every member of and every holder of
debentures of the Company.  Provided that this Article shall not
require a copy of those documents to be sent to any person of whose address the
Company is not aware or to more than one of the joint holders of any shares or
debentures.





AUDIT





119.
            Appointment of
      auditors





Auditors
shall be appointed and their duties regulated in accordance with the
Act.





DIVIDENDS
AND RESERVES





120.
            Dividends





The
Company in general meeting may declare dividends, but no dividend shall exceed
the amount  recommended by the Directors.  Treasury shares
issued by the Company, if any, shall not be entitled to dividends.





121.
            Interim
      dividend





The
Directors may from time to time pay to the members such interim dividends as
appear to the Directors to be justified by the profits of the
Company.





122.
            Payment of
      dividends





No
dividend shall be paid otherwise than out of profits or shall bear interest
against the Company.


39


123.
            Power to carry profit
      to reserve





The
Directors may, before recommending any dividend, set aside out of the profits of
the Company such sums as they think proper as reserves which shall, at the
discretion of the Directors, be applicable for any purpose to which the profits
of the Company may be properly applied, and pending any such application may, at
the like discretion, either be employed in the business of the Company or be
invested in such investments (other than shares in the Company) as the Directors
may from time to time think fit.  The Directors may also without
placing the same to reserve carry forward any profits which they may think
prudent not to divide.





124.
            Apportionment of
      dividends





Subject
to the rights or restrictions attached to any shares or class of shares and
except as otherwise permitted under the Act:





(a)
            all
      dividends in respect of shares shall be declared and paid according to the
      number of shares held by a member but where shares are partly paid all
      dividends must be apportioned and paid proportionately to the amounts paid
      or credited as paid on the partly paid shares;
  and





(b)
            all
      dividends shall be apportioned and paid proportionately to the amounts
      paid or credited as paid on the shares during any portion or portions of
      the period in respect of which the dividend is paid; but if any share is
      issued on terms providing that it shall rank for dividend as from a
      particular date that share shall rank for dividend
      accordingly.





For the
purposes of this Article, an amount paid or credited as paid on a share in
advance of a call is to be ignored.





125.
            Deduction of debts due
      to Company





The
Directors may  deduct from any dividend payable to any member all sums
of money, if any, presently payable by him to the Company on account of calls or
otherwise in relation to the shares of the Company.


40


126.
            Payment of dividend in
      specie





Any
general meeting declaring a dividend or bonus may direct payment of such
dividend or bonus wholly or partly by the distribution of specific assets and in
particular of paid-up shares, debentures or  debenture stock of any
other company or in any one or more of such ways and the Directors shall give
effect to such resolution, and where any difficulty arises in regard to such
distribution, the Directors may settle the same as they think expedient, and fix
the value for distribution of such specific assets or any part thereof and may
determine that cash payments shall be made to any members upon the footing of
the value so fixed in order to adjust the rights of all parties, and may vest
any such specific assets in trustees as may seem expedient to the
Directors.





127.
            Dividends payable by
      cheque





Any
dividend, interest, or other money payable in cash in respect of shares may be
paid by cheque or warrant sent through the post directed to the registered
address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the Register of
Members or to such person and to such address as the holder or joint holders may
in writing direct.  Every such cheque or warrant shall be made payable
to the order of the person to whom it is sent.  Any one of two or more
joint holders may give effectual receipts for any dividends, bonuses, or other
money payable in respect of the shares held by them as joint
holders.





128.
            Effect of
      transfer





A
transfer of a share shall not pass the right to any dividend declared in respect
thereof before the transfer has been registered.


41


CAPITALIZATION
OF PROFITS





129.
            Power to capitalize
      profits





(1)
            The
      Directors may, with the sanction of an ordinary resolution of the Company
      issue  bonus shares for which no consideration
      is  payable to the Company, to the persons registered as holders
      of shares at the close of business
on:





(a)
            the
      date of the ordinary  resolution (or such other
      date  as may be specified therein or determined as therein
      provided); or





(b)
            such  other
      date as may  be  determined by  the
      Directors, in  proportion to their then holdings of shares;
      and





in
proportion to their then holdings of shares and applying such sum on their
behalf in paying up in full new shares (or, subject to any special rights
previously conferred on any shares or class of shares for the time being issued)
for allotment  and distribution credited as fully paid up to and
amongst them as bonus shares in the proportion aforesaid.





(2)
            In
      addition and without  prejudice to  the powers
      provided for by Article 129(1), the Directors shall have power to issue
      shares for which no consideration is payable and to apply such profits or
      other moneys in paying up in full, in each case on terms that such shares
      shall, upon issue, be held by or for the benefit of participants of any
      share incentive or option scheme or plan implemented by the Company and
      approved by shareholders in general meeting and on such terms as the
      Directors shall think fit.





130.
            Implementation of
      resolution





The
Directors may do all acts and things considered necessary or expedient to give
effect to any such bonus issue under Article 129(1), with full power to the
Directors to make such provisions as they think fit for any fractional
entitlements which would arise on the basis aforesaid (including provisions
whereby fractional entitlements are disregarded or the benefit thereof accrues
to the Company rather than to the members concerned).  The Directors
may authorise any person to enter on behalf of all the members interested into
an agreement with the Company providing for any such bonus issue and matters
incidental thereto and any agreement made under such authority shall be
effective and binding on all concerned.


42


NOTICES





131.
            Service of
      notices





(1)
            A
      notice or document (including without limitations a share certificate, any
      accounts, balance sheet or report) may be given by the  Company
      to any member either personally or by sending it by post to him at his
      registered address, or such other address supplied by him to the Company
      or such permitted alternative form for the giving of notices to
      him.  Any notice to be sent to a member at an address outside
      Singapore shall be sent by airmail or such permitted alternative
      form.  Where a notice is sent by post, service of the notice
      shall be deemed to be effected by properly addressing, prepaying and
      posting a letter  containing the notice, and to have been
      effected in the case of a notice of a meeting on the day after the date of
      its posting, and in any other case at the time at which the letter would
      be delivered in the ordinary course of post.  Any notice given,
      sent or served using permitted alternative form shall be deemed to have
      been duly given, sent or served upon transmission of the electronic
      communication to the current address of such person or as otherwise
      provided under the Act and/or other applicable regulations or
      procedures.





(2)
            Any
      notice on behalf of the Company or of the Directors shall be deemed
      effectual if it purports to bear the signature of the Secretary or other
      duly authorized officer of the Company, whether such signature is printed,
      written or electronically signed.





132.
            Service of notices in
      respect of joint holders





A notice
may be given by the Company to the joint holders of a share by giving the notice
to the joint holder first named in the Register of Members in respect of the
share.





133.
            Service of notices
      after death or bankruptcy of a
member





A notice
may be given by the Company to the persons entitled to a share in consequence of
the death or bankruptcy of a member by sending it through the post in a prepaid
letter addressed to them by name, or by the title of representatives of the
deceased, or assignee of the bankrupt, or by any like description, at the
address, if any, supplied for the purpose by the persons claiming to be so
entitled, or (until such an address has been so supplied) by giving the notice
in any manner in which the same might have been given if the death or bankruptcy
had not occurred.


43


WINDING
UP





134.
            Distribution of
      surplus assets





If the
Company shall be wound up, subject to due provision being made satisfying the
claims of any holders of shares having attached thereto any special rights in
regard to the repayment of capital, the surplus assets shall be applied in
repayment of the capital paid up or credited as paid up on the shares at the
commencement of the winding up.  If the surplus assets shall be
insufficient to repay the whole of the capital paid up or credited as paid up on
the shares, such assets shall be distributed (as nearly as practicable) in
proportion to the capital paid up or credited as paid up on the shares at the
commencement of the winding up.





135.
            Distribution of assets
      in specie





If the
Company shall be wound up, the liquidators may, with the sanction of a special
resolution, divide among the members in specie any part of the assets of the
Company and any such division may be otherwise than in accordance with the
existing rights of the members, but so that if any division  is
resolved or otherwise than in accordance with such rights, the members shall
have the same right of dissent and consequential rights as if such resolution
were a special resolution passed pursuant to Section 306 of the
Act.  A special resolution sanctioning a transfer or sale to another
company duly passed pursuant to the said Section may in like manner authorise
the distribution of any shares or other consideration receivable by the
liquidators amongst the members otherwise than in accordance wit their existing
rights; and any such determination shall be binding  upon
all  the members subject to the right of dissent and consequential
rights conferred by the said Section.





136.
            Service of notice by
      liquidator





In the
event of a winding up of the Company every member of the Company who is not for
the time being in Singapore shall be bound, within 14 days after the passing of
an effective resolution to wind up the Company voluntarily, or within the like
period after the making of  an order for the winding  up of
the  Company, to serve notice in writing on the Company appointing
some householder in Singapore upon whom all summonses, notices, processes,
orders and judgments in relation to or under the winding up of the Company may
be served, and in default of such nomination the liquidator of the Company shall
be at liberty on behalf of such member to appoint some such person,
and  service upon any such appointee shall be deemed to be a good
personal service on such member for all purposes, and where the liquidator makes
any such appointment he shall, with all convenient speed, give notice thereof to
such member by a registered letter sent through the post and addressed to such
member at his address as appearing in the Register, and such notice shall be
deemed to be served on the day following that on which the letter is
posted


44


INDEMNITY





137.
            Indemnity of Directors
      and officers





Every
Director, Managing Director, agent, auditor, Secretary and other officer for the
time being of the Company shall be indemnified out of the assets of the Company
against any liability incurred by him in defending any proceedings whether civil
or criminal in which judgment is given in his favour or in which he is acquitted
or in connection  with any application under Section 391 of the Act in
which relief is granted to him by the Court in respect of any negligence,
default, breach of duty or breach of trust.


45



















Name:
            Inter
      Parfums, S.A.





Address:
            4
      rond-point des Champs


Elysees
F- 75008





Description:
            Company
      Incorporated in Paris, France





Philippe
Benacin, CEO    of Inter Parfums, S.A.





acting
for and on behalf of Inter Parfums, S.A. pursuant to the Power of Attorney
dated





/s/ Philippe Benacin(signature)
              [inter
      parfums sa seal]





Witness
to the above signature





Name:





(Notary
Public) [/s/
unintelligible]





nd


46


interparfums





POWER
OF ATTORNEY




BY THIS
POWER OF ATTORNEY given on the 22nd day of
April 2010, Inter Parfums, S.A., a company incorporated in Paris, France and
having its registered office at 4 rond-point des Champs, Elysees F-75008, Paris,
France hereby appoints Mr. Philippe Benacin, Passport no. 09AR50223 of 17 April
2009 (hereinafter called “the Attorney”), its true and lawful attorney and the
attorney be and is hereby authorized to subscribe on behalf of Inter Parfums,
S.A. to the Memorandum and Articles of Associate of a company to be incorporated
in Singapore and to be known as Interparfums Singapore Pte.
Ltd. (the “Company”) for one ordinary share valued at S$1.00 in the
capital of the Company and to sign any other documents requiring execution by
Inter Parfums, S.A. relating to the incorporation of such Company.





The
      Common Seal of
                    )INTER
      PARFUMS, S.A,
                    )Was
      hereunto affixed in the
                    )presence
      of:
                    )
                    
                    /s/ Philippe Santi[/s/
      notary- unintelligible]
                    
                    
                    Director




47