EXHIBIT
      4.2

     

    NEITHER
      THIS WARRANT, NOR THE SHARES ISSUABLE HEREUNDER, HAVE BEEN REGISTERED UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS WARRANT, NOR THE SHARES
      ISSUABLE HEREUNDER, MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SAID ACT OR THE AVAILABILITY OF AN EXEMPTION FROM
      REGISTRATION THEREUNDER.

     

    INTER
      PARFUMS, INC.

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    
      	
              100,000

            	 


    

     

    This
      certifies that, for value received, The Gap, Inc., a Delaware corporation or
      its
      successors or registered transferees or assigns (sometimes each a “Holder”
and
      collectively the “Holders”)
      is
      entitled, subject to the terms set forth below, to purchase from Inter Parfums,
      Inc., a Delaware corporation (the “Company”),
      one
      hundred thousand (100,000) shares of the common stock of the Company (the
“Common
      Stock”),
      as
      constituted on the date hereof, upon surrender hereof, at the principal office
      of the Company referred to below, with the notice of exercise form attached
      hereto duly executed, and simultaneous payment therefor in lawful money of
      the
      United States or otherwise as hereinafter provided, at the exercise price per
      share as set forth in Section 2 below (the “Exercise
      Price”).
      The
      number, character and Exercise Price of such shares of Common Stock are subject
      to adjustment as provided below. The term “Warrant”
as
      used
      herein shall include this Warrant and any warrants delivered in substitution
      or
      exchange therefor as provided herein. 

     

    1.  Term
      of Warrant.

     

    Subject
      to the terms and conditions set forth herein and compliance with any applicable
      regulatory requirements, this Warrant shall be exercisable, in whole or in
      part,
      from time to time during the term (the “Term”)
      commencing on the date hereof and ending at 5:00 p.m., Pacific Standard Time,
      on
      July 14, 2010 (the “Expiration
      Date”),
      and,
      except as otherwise provided herein, shall be void thereafter.

     

    In
      the
      event that the Expiration Date of this Warrant falls on a day that is not a
      Business Day, the Expiration Date shall be adjusted to the Business Day
      immediately following such Expiration Date. As used herein, the term
“Business
      Day”
means
      each day other than a Saturday, Sunday or other day on which banks in the
      location of the principal office of the Company are legally authorized to
      close. 

     

    2.  Exercise
      Price.
      The
      Exercise Price for each share of Common Stock for which this Warrant may be
      exercised shall be twenty-five dollars and nineteen and one-half cents
      ($25.195). The Exercise Price may be adjusted from time to time pursuant to
      Section 9 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Exercise
      of Warrant.
      

     

    (a)  Generally.
      The
      purchase rights represented by this Warrant are exercisable by Holder in whole
      or in part, from time to time, subject to compliance with applicable regulatory
      requirements, during the Term, by the surrender of this Warrant and delivery
      of
      the Notice of Exercise attached hereto as Exhibit
      A
      duly
      completed and executed on behalf of Holder, at the office of the Company (or
      such other office or agency of the Company as it may designate by notice in
      writing to Holder at the address of Holder appearing on the books of the
      Company), upon payment (i) in cash, by wire transfer of immediately available
      funds or by check, (ii) by cancellation by Holder of indebtedness of the Company
      to Holder, or (iii) by a combination of (i) and (ii), of an amount equal to
      the
      then applicable Exercise Price multiplied by the number of shares then being
      purchased. 

     

    (b)  Net
      Issue Exercise.
      In
      addition to and without limiting the rights of the Holder under the terms of
      the
      Warrant, during anytime after the Registration Date (as defined in Section
      10(b)(i)) the Company fails to maintain an effective Registration Statement
      (as
      defined in Section 10(b)(i)), except for extensions of time to file reports
      permitted by Rule 12b-25 or any successor rule (but in such event, not more
      than
      five (5) calendar days for Quarterly Reports on Form 10-Q and not more than
      fifteen (15) calendar days for Annual Reports on Form 10-K), the Holder shall
      have the right to convert the Warrant or any portion thereof (the “Conversion
      Right”)
      into
      shares of Common Stock as provided in this Section 3(b) at any time or from
      time
      to time during the term of the Warrant. Upon exercise of the Conversion Right
      with respect to a particular number of shares subject to the Warrant (the
“Converted
      Warrant Shares”),
      the
      Company shall deliver to the Holder (without payment by the Holder of any
      exercise price or any cash or other consideration) that number of shares of
      fully paid and nonassessable Common Stock computed using the following
      formula:

     

    X
      =
Y(A
      -
      B)

        A

    Where  
       X
      = the
      number of shares of Common Stock to be issued to the Holder; 

     

    Y
      = the
      number of Converted Warrant Shares;

     

    A
      = the
      fair market value of one share of the Company's Common Stock on the Conversion
      Date (as defined below); and

     

    B
      = the
      per share exercise price of the Warrant (as adjusted to the Conversion
      Date).

     

    The
      Conversion Right may only be exercised with respect to a whole number of shares
      subject to the Warrant. No fractional shares shall be issuable upon exercise
      of
      the Conversion Right, and if the number of shares to be issued determined in
      accordance with the foregoing formula is other than a whole number, the Company
      shall pay to the Holder an amount in cash equal to the fair market value of
      the
      resulting fractional share on the Conversion Date. Shares issued pursuant to
      the
      Conversion Right shall be treated as if they were issued upon the exercise
      of
      the Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Conversion Right may be exercised by the Holder by the surrender of the Warrant
      at the principal office of the Company together with the Notice of Exercise
      attached hereto as Exhibit
      A,
      duly
      completed to indicate a net issuance exercise and indicating the number of
      shares subject to the Warrant which are being surrendered (referred to in
      Subsection 3(b) hereof as the Converted Warrant Shares) in exercise of the
      Conversion Right. Such conversion shall be effective upon receipt by the Company
      of the Warrant together with the aforesaid Exercise Notice, or on such later
      date as is specified therein (the “Conversion
      Date”).
      

     

    (c)  Fair
      Market Value.
      For
      purposes of this Section 3, fair market value of a share of Common Stock shall
      mean:

     

    (i)  If
      traded
      on a stock exchange, the fair market value of the Common Stock shall be deemed
      to be the average of the closing selling prices of the Common Stock on the
      stock
      exchange determined by the Company’s Board of Directors to be the primary market
      for the Common Stock over the twenty (20) trading day period ending on the
      date
      prior to the Conversion Date, as such prices are officially quoted in the
      composite tape of transactions on such exchange;

     

    (ii)  If
      traded
      over-the-counter, the fair market value of the Common Stock shall be deemed
      to
      be the average of the closing bid prices (or, if such information is available,
      the closing selling prices) of the Common Stock over the twenty (20) trading
      day
      period ending on the date prior to the Conversion Date, as such prices are
      reported by the National Association of Securities Dealers through its NASDAQ
      system or any successor system; and

     

    (iii)  If
      there
      is no public market for the Common Stock, then the fair market value shall
      be
      determined by mutual agreement of the Holder and the Company, and if the Holder
      and the Company are unable to so agree, by an investment banker of national
      reputation selected by the Company and reasonably acceptable to the
      Holder.

     

    (d)  Stock
      Certificates.
      This
      Warrant shall be deemed to have been exercised immediately prior to the close
      of
      business on the date of its surrender for exercise as provided above, and the
      person entitled to receive the shares of Common Stock issuable upon such
      exercise shall be treated for all purposes as the holder of record of such
      shares as of the close of business on such date. As promptly as practicable
      on
      or after such date, and in any event within ten (10) days thereafter, the
      Company, at its expense, shall issue and deliver to the person or persons
      entitled to receive the same a certificate or certificates for the number of
      shares issuable upon such exercise. In the event that this Warrant is exercised
      in part, the Company, at its expense, will execute and deliver a new Warrant
      of
      like tenor exercisable for the number of shares for which this Warrant may
      then
      be exercised. 

     

    (e)  Partial
      Exercise.
      If this
      Warrant shall have been exercised in part, the Company shall, at the time of
      delivery of the certificate or certificates representing Common Stock purchased
      hereunder, deliver to Holder a new Warrant evidencing the rights of Holder
      to
      purchase the unpurchased shares of Common Stock subject to this Warrant, which
      new Warrant shall in all other respects be identical with this Warrant, or,
      at
      the request of Holder, appropriate notation may be made on this Warrant and
      the
      same returned to Holder. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)  Fractional
      Shares.
      The
      Company shall not be required to issue a fractional share of Common Stock upon
      exercise of any Warrant. As to any fraction of a share which the Holder of
      one
      or more Warrants, the rights under which are exercised in the same transaction,
      would otherwise be entitled to purchase upon such exercise, the Company shall
      pay a cash adjustment in respect of such final fraction in an amount equal
      to
      the same fraction of the fair market value per share of Common Stock on the
      date
      of exercise. 

     

    4.  No
      Rights as Stockholder.
      Until
      this Warrant shall have been exercised, in whole or in part, as provided herein,
      Holder shall not be entitled to vote or receive dividends pursuant to this
      Warrant or be deemed the holder of Common Stock pursuant to this Warrant, nor
      shall anything contained herein be construed to confer upon Holder, as such,
      any
      of the rights of a stockholder of the Company or any right to vote for the
      election of directors or upon any matter submitted to stockholders at any
      meeting thereof, or to give or withhold consent to any corporate action (whether
      upon any recapitalization, issuance of stock, reclassification of stock, change
      of par value, or change of stock to no par value, consolidation, merger,
      conveyance, or otherwise) or to receive notice of meetings, or to receive
      dividends or subscription rights or otherwise.

     

    5.  Transfer,
      Exchange, or Loss of Warrant.

     

    (a)  No
      Assignment.
      This
      Warrant may not be assigned or transferred except as provided in this Section
      5
      and in accordance with and subject to the provisions of the Securities Act
      of
      1933, as amended, and the Rules and Regulations promulgated thereunder
      (collectively, the “Securities Act”). Any purported transfer or assignment made
      other than in accordance with this Section 5 shall be null and void and of
      no
      force or effect.

     

    (b)  Legend.
      Unless
      a registration statement under the Securities Act is effective with respect
      to
      the shares of Common Stock or any other security issued upon exercise of this
      Warrant (and the underlying Common Stock), the certificate representing such
      shares or other securities shall bear the following legend, in addition to
      any
      legend imposed by applicable state securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
      AND
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”). THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR
      TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT COVERING
      SUCH OFFER, SALE OR TRANSFER OR (II) AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT FOR SUCH OFFER, SALE OR TRANSFER IS
      AVAILABLE. 

     

    (c)  Surrender
      of Warrant.
      Any
      assignment permitted hereunder shall be made by surrender of this Warrant to
      the
      Company at its principal office with the Assignment Form attached hereto as
      Exhibit
      B
      duly
      executed. In such event, the Company shall, without charge for any issuance
      or
      transfer tax or other cost incurred by the Company with respect to such
      transfer, execute and deliver a new Warrant in the name of the assignee named
      in
      such instrument of assignment, and this Warrant shall be promptly cancelled.
      This Warrant may be divided or combined with other Warrants which carry the
      same
      rights upon presentation thereof at the principal office of the Company,
      together with a written notice signed by the Holders thereof, specifying the
      name and denominations in which such new Warrants are to be issued.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Loss,
      Theft, Destruction or Mutilation.
      Upon
      receipt by the Company of satisfactory evidence of loss, theft, destruction
      or
      mutilation of this Warrant and of indemnity reasonably satisfactory to the
      Company, and upon surrender and cancellation of this Warrant, if mutilated,
      the
      Company will execute and deliver a new Warrant of like tenor and date and any
      such lost, stolen, or destroyed Warrant shall thereupon become void. Any such
      new Warrant executed and delivered shall constitute an additional contractual
      obligation on the part of the Company, whether or not the Warrant so lost,
      stolen, destroyed or mutilated shall be at any time enforceable by
      anyone.

     

    6.  Reservation
      of Stock; Stock Fully Paid.
      The
      Company covenants and agrees that during the term this Warrant is exercisable,
      the Company will reserve from its authorized and unissued Common Stock a
      sufficient number of shares to provide for the issuance of Common Stock upon
      the
      exercise of this Warrant and, from time to time, will take all steps necessary
      to amend its certificate of incorporation, as necessary, to provide sufficient
      reserves of shares of Common Stock issuable upon exercise of the Warrant. The
      Company further covenants and agrees that all shares that may be issued upon
      the
      exercise of rights represented by this Warrant, all as set forth herein, will
      be
      duly authorized, validly issued, fully paid and nonassessable, free from all
      preemptive or any similar rights of any stockholder of the Company and free
      from
      all taxes, liens and charges with respect to the issue thereof, other than
      such
      liens as are imposed by Holder or have been agreed to by Holder. The Company
      will take all such action as may be necessary to assure that such shares of
      Common Stock may be issued as provided herein without violation of any domestic
      securities exchange or automated quotation system upon which the Common Stock
      may be listed. The Company agrees that its issuance of this Warrant shall
      constitute full authority to its officers who are charged with the duty of
      executing stock certificates to execute and issue the necessary certificates
      for
      shares of Common Stock upon the exercise of this Warrant.

     

    7.  Notices.
      

     

    (a)  Whenever
      the Exercise Price or number of shares purchasable hereunder shall be adjusted
      pursuant to Section 9 hereof or in the event of the dissolution or
      liquidation of the Company, the Company shall issue a certificate signed by
      its
      chief financial officer setting forth, in reasonable detail, the event requiring
      the adjustment, the amount of the adjustment, the method by which such
      adjustment was calculated, and the Exercise Price and number of shares
      purchasable hereunder after giving effect to such adjustment, and shall cause
      a
      copy of such certificate to be mailed (by first-class mail, postage prepaid)
      to
      Holder of this Warrant promptly upon the declaration of such event and at least
      ten (10) business days prior to the record date for determination of
      stockholders entitled thereto or to vote thereon (or, if no record date is
      set,
      prior to the event).

     

    (b)  In
      case:


     

    (i)  the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time receivable upon the exercise of this Warrant) for
      the
      purpose of entitling them to receive any dividend or other distribution, or
      any
      right to subscribe for or purchase any shares of stock of any class or any
      other
      securities, or to receive any other right, or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  of
      any
      capital reorganization of the Company, any stock split or subdivision, or
      reverse stock split or combination, or any similar event involving the Common
      Stock, any reclassification of the capital stock of the Company, any
      consolidation or merger of the Company with or into another corporation, or
      any
      sale, transfer or other conveyance of all or substantially all of the assets
      of
      the Company to another corporation, or

     

    (iii)  of
      any
      voluntary dissolution, liquidation or winding-up of the Company, 

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to Holder or
      Holders a notice specifying, as the case may be, (A) the date on which a
      record is to be taken for the purpose of such dividend, distribution or right,
      and stating the amount and character of such dividend, distribution or right,
      or
      (B) the date on which a record is to be taken for determining stockholders
      entitled to vote upon such reorganization, reclassification, consolidation,
      merger, conveyance, dissolution, liquidation or winding-up, and the time, if
      any
      is to be fixed, as of which the holders of record of Common Stock (or such
      stock
      or securities at the time receivable upon the exercise of this Warrant) shall
      be
      entitled to exchange their shares of Common Stock (or such other stock or
      securities) for securities or other property deliverable upon such
      reorganization, reclassification, consolidation, merger, conveyance,
      dissolution, liquidation or winding-up. Such notice shall be mailed at least
      ten
      Business Days prior to the date therein specified.

     

    (c)  All
      such
      notices, advices and communications required or permitted to be given hereunder
      shall be in writing and shall be delivered personally to such party (or, in
      the
      case of an entity, to an executive officer of such party) or shall be sent
      by a
      reputable express delivery service or by certified mail, postage prepaid with
      return receipt requested, addressed as follows:

     

    If
      to
      Holder, to:

     

    The
      Gap,
      Inc.

    Two
      Folsom Street

    San
      Francisco, California 94105

    Attention:
      Sabrina Simmons, Treasurer

    Telephone:
      (415) 427-3201

    Facsimile:
      (415) 427-4015

     

    With
      a
      separate copy thereof addressed to:

     

    The
      Gap,
      Inc.

    Two
      Folsom Street

    San
      Francisco, California 94105

    Attention:
      General Counsel

    Telephone:
      (415) 427-2281

    Facsimile:
      (415) 427-6982

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Company, to:

     

    Inter
      Parfums, Inc.

    551
      Fifth
      Avenue

    New
      York,
      NY 10176

    Attention:
      Mr. Jean Madar, CEO

    Attention:
      Mr. Russell Greenberg, CFO

    Telephone:
      (212) 983-2640

    Facsimile:
      (212) 983-0654

    


    With
      a
      separate copy thereof addressed to:

    


    Joseph
      A.
      Caccamo, Esq.

    Gray
      Robinson 

    Attorneys
      at Law

    401
      E.
      Las Olas Blvd.,

    Suite
      1710

    Fort
      Lauderdale, 33301

    Telephone:
      (954) 761-8111

    Facsimile:
      (954) 761-8112

     

    Any
      party
      may change the above-specified recipient and/or mailing address by notice to
      the
      other party given in the manner herein prescribed. All notices shall be deemed
      given on the day when actually delivered as provided above (if delivered
      personally or by telecopy) or on the day shown on the return receipt (if
      delivered by mail or delivery service).

     

    8.  Amendments.
      

     

    (a)  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the party against which enforcement
      of such change, waiver, discharge or termination is sought.

     

    (b)  No
      waivers of, or exceptions to, any term, condition or provision of this Warrant,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision.

     

    9.  Adjustments.
      

     

    (a)  The
      Exercise Price and the number of shares of Common Stock purchasable hereunder
      shall be subject to adjustment from time to time upon the occurrence of certain
      events described in this Section 9; provided,
      however,
      that if
      a certain event shall cause the Exercise Price to be adjusted to a price less
      than the par value of the Common Stock, then the Exercise Price shall be deemed
      to equal par value of the Common Stock following the occurrence of such event
      (and in the event the par value of the Common Stock decreases thereafter, the
      Exercise Price shall decrease to the greater of the new par value or the
      Exercise Price resulting from the application of the provisions of this
      Warrant):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)  In
      the
      event that the Company at any time or from time to time after the issuance
      of
      this Warrant shall declare or pay, without consideration, any dividend of its
      Common Stock payable in Common Stock or in any right to acquire Common Stock
      for
      no consideration, or shall effect a subdivision of the outstanding shares of
      Common Stock into a greater number of shares of Common Stock (by stock split,
      reclassification or similar event other than by paying a dividend of Common
      Stock or in any right to acquire Common Stock) (any such event, a “Split”),
      or in
      the event the outstanding shares of Common Stock shall be combined or
      consolidated (by reclassification, reverse stock split or similar event), into
      a
      lesser number of shares of Common Stock (any such event, a “Combination”),
      then
      (X) concurrently with the effectiveness of any such Split, the Exercise Price
      in
      effect immediately prior to such event shall be proportionately decreased
      (computed to the nearest cent) and the number of shares of Common Stock subject
      to this Warrant shall be proportionately increased, and (Y) concurrently with
      the effectiveness of any such Combination, the Exercise Price in effect
      immediately prior to such event shall be proportionately increased (computed
      to
      the nearest cent) and the number of shares of Common Stock subject to this
      Warrant shall be proportionately decreased. In the event that the Company shall
      declare or pay, without consideration, any dividend on the Common Stock payable
      in any right to acquire Common Stock for no consideration, then the Company
      shall be deemed to have made a dividend payable in Common Stock in an amount
      of
      shares equal to the maximum number of shares issuable upon exercise of such
      rights to acquire Common Stock. The provisions of this clause (i) shall
      similarly apply to successive Splits and Combinations.

     

    (ii)  In
      the
      case of any capital reorganization or reclassification of the capital stock
      of
      the Company, or any consolidation or merger of the Company with another
      corporation or the sale, transfer or other conveyance of all or substantially
      all of its assets to another corporation (other than as provided for in (i)
      above, or a change in par value or a change from par value to no par value
      (subject in each case to the first paragraph of this Section 9(a))) in such
      a
      way that holders of Common Stock shall be entitled to receive cash, stock,
      securities or assets with respect to or in exchange for Common Stock, then,
      as a
      condition of such reorganization, reclassification, consolidation, merger,
      sale,
      transfer or other conveyance, lawful and adequate provision shall be made
      whereby the Company, its successor or any parent of the successor, as the case
      may be, shall assume by written instrument executed and delivered to the
      registered Holder of this Warrant at such Holder’s address as shown in the
      registration books of the Company the obligation (A) to deliver to Holder of
      this Warrant, upon due exercise thereof, the kind and amount of cash, shares
      of
      stock, securities or assets receivable upon such event by a holder of the number
      of shares of Common Stock that would have been issued or delivered to such
      Holder had this Warrant been exercised immediately prior thereto and (B) to
      otherwise maintain the rights of the Holder, including the registration rights
      set forth herein.

     

    As
      evidence of the kind and amount of stock or other securities or property which
      shall be issuable or deliverable upon the exercise of this Warrant after any
      such reclassification, change, consolidation, merger, sale, transfer or
      conveyance, the Company shall maintain in its records at its principal office
      a
      certificate of any firm of independent public accountants (who may be the
      regular auditors retained by the Company) with respect thereto.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this clause (ii) shall similarly apply to successive
      reclassifications, changes, consolidations, mergers, sales, transfers or
      conveyances.

     

    (iii)  Whenever
      the Exercise Price or the number of shares purchasable upon the exercise of
      this
      Warrant is adjusted as herein provided, the Company shall:

     

    (1)  forthwith
      place on file at its office a certificate signed by the chief financial officer
      of the Company, showing in appropriate detail the facts requiring such
      adjustment, the computation thereof, the Exercise Price after such adjustment,
      and the number of shares purchasable upon the exercise of this Warrant after
      such adjustment with respect to each share originally purchasable upon exercise
      hereof, and shall exhibit the same from time to time to any holder of this
      Warrant desiring an inspection thereof, and

     

    (2)  within
      ten days thereafter cause a notice to be mailed to Holder hereof at its address
      shown in the registration books of the Company stating that such adjustment
      has
      been effected and the adjusted Exercise Price and the number of shares
      purchasable as aforesaid.

     

    (iv)  Irrespective
      of any adjustments in the Exercise Price or the number of shares or the number
      or kind of other securities purchasable upon exercise of this Warrant, this
      Warrant document or any Warrant document thereafter issued may continue to
      express the same price and number and kind of shares as are stated in the
      Warrant initially issued by the Company.

     

    (b)  If
      any
      event occurs as to which in the opinion of the Board of Directors of the Company
      the other provisions of this Section 9 are not strictly applicable or if
      strictly applicable would not adequately protect from dilution the exercise
      rights of Holder in accordance with the intent and principles of such
      provisions, then the Board of Directors of the Company shall make an equitable
      adjustment in the application of such provisions, in accordance with such intent
      and principles of such provisions, so as to protect such exercise rights as
      aforesaid, but in no event shall such adjustment have the effect of increasing
      the Exercise Price. In addition, the Company shall not by any action, including,
      without limitation, amending its certificate of incorporation or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action, avoid or seek to avoid the
      observance or performance of any of the terms of this Warrant, but will at
      all
      times in good faith assist in the carrying out of all such terms and in the
      taking of all such actions as may be necessary or appropriate to protect the
      rights of Holder against impairment. Without limiting the generality of the
      foregoing, the Company will (a) not increase the par value of any shares of
      Common Stock receivable upon the exercise of this Warrant above the amount
      payable therefor upon such exercise immediately prior to such increase in par
      value, (b) not close its stock transfer books or warrant transfer books so
      as to
      result in preventing or delaying the exercise or transfer of any Warrant, and
      (c) use its best efforts to obtain all such authorizations, exemptions or
      consents from any public regulatory body having jurisdiction thereof as may
      be
      necessary to enable the Company to perform its obligations under this
      Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.  Registration
      Rights.
      

     

    (a)  Certain
      Definitions.
      As used
      in this Section 10, the following terms shall have the following respective
      meanings:

     

    (i)  “Commission”
means
      the Securities and Exchange Commission, or any other Federal agency at the
      time
      administering the Securities Act.

     

    (ii)  “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, or any similar Federal statute,
      and the rules and regulations of the Commission issued under such Act, as they
      each may, from time to time, be in effect.

     

    (iii)  “Registration
      Expenses”
means
      the expenses described in Section 10(d).

     

    (iv)  “Registrable
      Shares”
means
      (i) the shares of Common Stock issued or issuable upon conversion or exercise
      of
      the Warrant and (ii) any other shares of Common Stock issued in respect of
      the
      Warrant or the shares described in clause (i) (because of stock splits, stock
      dividends, reclassifications, recapitalizations, or similar events). Wherever
      reference is made in this Section 10 to a request or consent of holders of
      a
      certain percentage of Registrable Shares, or to a number or percentage of
      Registrable Shares held by a Holder, such reference shall include shares of
      Common Stock issuable upon conversion or exercise of the Warrant even though
      such conversion or exercise has not yet been effected. Registrable Shares that
      are sold in a public offering pursuant to a Registration Statement under the
      Securities Act or pursuant to Rule 144 promulgated under the Securities Act
      are
      no longer subject to this Section 10 and shall lose their status as Registrable
      Shares. 

     

    (b)  Shelf
      Registration.
      At
      any
      time on or before the earlier of (A) January 1, 2007 or (B) a Change of Control
      (as defined below) (“Registration
      Date”),
      the
      Company shall file with the Commission, and use its reasonable best efforts
      to
      have declared effective as soon thereafter as possible, a “shelf” registration
      statement pursuant to Rule 415 under the Securities Act (the “Registration
      Statement”)
      on
      Form S-3 (or any successor form to Form S-3, or any similar short-form
      registration statement), covering the resale of all Registrable Shares. As
      used
      in
      this
      Section 10, “Change of Control” shall mean the occurrence of any of the
      following events on or after the date hereof:

     

    (1)  The
      acquisition (other than by the Company, an entity that is a Company Affiliate
      (as defined below), or by an employee benefit plan or related trust sponsored
      or
      maintained by the Company), directly or indirectly, in one or more transactions,
      by any person or by any group of persons, within the meaning of Section 13(d)
      or
      14(d) of the Exchange Act of beneficial ownership (within the meaning of Rule
      13d-3 of the Exchange Act) of thirty-two percent (32%) or more of either the
      outstanding shares of Common Stock or the combined voting power of the Company’s
      outstanding voting securities entitled to vote generally, if the acquisition
      was
      not previously approved by the existing directors;

     

    (2)  The
      acquisition (other than by the Company, an entity that is a Company Affiliate,
      or by an employee benefit plan or related trust sponsored or maintained by
      the
      Company), directly or indirectly, in one or more transactions, by any such
      person or by any group of persons of beneficial ownership (within the meaning
      of
      Rule 13d-3 of the Exchange Act) of fifty percent (50%) or more of either the
      outstanding shares of Common Stock or the combined voting power of the Company’s
      outstanding voting securities entitled to vote generally, whether or not the
      acquisition was approved by the existing directors, other than an acquisition
      that complies with clause (x) and (y) of paragraph (3);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (3)  Consummation
      of a reorganization, merger or consolidation of the Company or the sale or
      other
      disposition of all or substantially all of the Company’s assets unless,
      immediately following such event, (x) all or substantially all of the
      stockholders of the Company immediately prior to such event own, directly or
      indirectly, seventy-five percent (75%) or more of the then outstanding voting
      securities entitled to vote generally of the resulting corporation (including,
      without limitation, a corporation which as a result of such event owns the
      Company or all or substantially all of the Company’s assets either directly or
      through one or more subsidiaries) in substantially the same proportions as
      their
      ownership of the Company’s outstanding voting securities entitled to vote
      generally immediately prior to such event and (y) the securities of the
      surviving or resulting corporation received or retained by the stockholders
      of
      the Company are publicly traded;

     

    (4)  Approval
      by the stockholders of the complete liquidation or dissolution of the
      Company;

     

    (5)  A
      greater
      than one-third change in the composition of the Company’s Board of Directors
      within twenty four (24) months if not approved by a majority of the pre-existing
      directors; or

     

    (6)  Jean
      Madar is neither Chief Executive Officer of the Company nor President of Gap
      Beauty at any time prior to July 14, 2007, or, in the event that Messr. Jean
      Madar is no longer a member of the Board of Directors of the
      Company.

     

    (7)
      A
      transaction shall not constitute a Change in Control if its sole purpose is
      to
      change the state of the Company’s incorporation or to create a holding company
      that will be owned in substantially the same proportions by the persons who
      held
      the Company’s securities immediately before such transaction
      .

     

    “Company
      Affiliate” as used in Section 10(a)(v) shall mean all individuals or entities
      controlling, controlled by or under common control with the Company as of July
      14, 2005, but for purposes of this definition, Company Affiliate shall not
      include any person, firm or company appointed as a contractor to perform work
      on
      behalf of the Company.

     

    (c)  Registration
      Procedures.
      If and
      whenever the Company is required by the provisions of this Section 10 to use
      its
      best efforts to effect the registration of any of the Registrable Shares under
      the Securities Act, the Company shall:

     

    (i)  promptly
      file with the Commission a Registration Statement with respect to such
      Registrable Shares and, as expeditiously as possible, use its best efforts
      to
      cause that Registration Statement to become and remain effective;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  as
      expeditiously as possible prepare and file with the Commission any amendments
      and supplements to the Registration Statement and the prospectus included in
      the
      Registration Statement as may be necessary to keep the Registration Statement
      effective until all Registrable Shares are sold;

     

    (iii)  as
      expeditiously as possible furnish to each selling Holder such reasonable numbers
      of copies of the prospectus, including the preliminary prospectus, in conformity
      with the requirements of the Securities Act, and such other documents as the
      selling Holder may reasonably request in order to facilitate the public sale
      or
      other disposition of the Registrable Shares owned by the selling
      Holder;

     

    (iv)  as
      expeditiously as possible use its best efforts to register or qualify the
      Registrable Shares covered by the Registration Statement under the securities
      or
      Blue Sky laws of such states as the selling Holder shall reasonably request,
      and
      do any and all other acts and things that may be necessary or desirable to
      enable the selling Holder to consummate the public sale or other disposition
      of
      the Registrable Shares owned by the selling Holder in such jurisdictions;
      provided, however, that the Company shall not be required in connection with
      this Section 10(c)(iv) to qualify as a foreign corporation in any
      jurisdiction;

     

    (v)  furnish
      to each seller of Registrable Shares (i) an opinion of counsel for the Company,
      dated the effective date of such Registration Statement (and, if such
      registration includes an underwritten public offering, dated the date of the
      closing under the underwriting agreement), addressed to and in form and
      substance as is customarily given to underwriters in an underwritten public
      offering to each such seller, and (ii) if such registration includes an
      underwritten public offering, cause its independent public accountants who
      have
      certified the Company’s financial statements included in such Registration
      Statement to deliver to each seller of Registrable Shares a “comfort” letter
      substantially identical to the comfort letter delivered by such independent
      public accountants to any underwriter in such offering;

     

    (vi)  notify
      each seller of Registrable Shares covered by such Registration Statement, at
      any
      time when a prospectus relating thereto is required to be delivered under the
      Securities Act, upon discovery that, or upon the happening of any event as
      a
      result of which, the prospectus included in such Registration Statement, as
      then
      in effect, includes an untrue statement of a material fact or omits to state
      any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances under which they were
      made, and promptly prepare and furnish to such seller a reasonable number of
      copies of a supplement to or an amendment of such prospectus as may be necessary
      so that, as thereafter delivered to the purchasers of such securities, such
      prospectus shall not include an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances under which
      they were made;

     

    (vii)  provide
      and cause to be maintained a transfer agent and registrar for all Registrable
      Shares covered by such Registration Statement from and after a date not later
      than the effective date of such Registration Statement;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (viii)  use
      its
      best efforts to list all Registrable Shares covered by such Registration
      Statement on the Nasdaq National Market or the principal securities exchange
      on
      which any securities of the same class as such Registrable Shares are then
      listed;

     

    (ix)  use
      its
      best efforts to prevent the issuance of any stop order or other order suspending
      the effectiveness of a Registration Statement covering Registrable Shares and,
      if such an order is issued, to obtain the withdrawal thereof at the earliest
      possible time and to notify the Holder of the issuance of such order and the
      resolution thereof;

     

    (x)  provide
      the Holder and its representatives the opportunity to conduct a reasonable
      inquiry of the Company’s financial and other records during normal business
      hours and make available its officers, directors and employees for questions
      regarding information which the Holder may reasonably request in order to
      conduct any due diligence;

     

    (xi)  permit
      counsel for the Holder to review a Registration Statement covering Registrable
      Shares and all amendments and supplements thereto a reasonable period of time
      prior to the filing thereof with the Commission; and

     

    (xii)  at
      the
      request of any Holder at any time after any Registrable Shares held by such
      Holder become eligible for resale pursuant to Rule 144(k) under the Securities
      Act, deliver a letter to the Company’s transfer agent irrevocably instructing
      the transfer agent to remove any securities law legend from any certificate
      representing such Registrable Shares which have become eligible for the sale
      pursuant to Rule 144(k).

     

    (d)  Allocation
      of Expenses.
      The
      Company shall pay the Registration Expenses for the Registration Statement.
      For
      purposes of this Section, the term “Registration
      Expenses”
shall
      mean all expenses incurred by the Company in complying with this Section 10,
      including, without limitation, all registration and filing fees, exchange or
      Nasdaq listing fees, printing expenses, fees and disbursements of counsel for
      the Company and up to $20,000 for one counsel for the selling Holders,
      out-of-pocket expenses of the Company and the underwriters, state Blue Sky
      fees
      and expenses, and the expense of any special audits incident to or required
      by
      any such registration, but excluding underwriting discounts and selling
      commissions and fees of more than one counsel for the selling Holders. Such
      underwriting discounts and selling commissions shall be borne pro rata by the
      selling Holders in accordance with the number of their Registrable Shares
      included in such registration.

     

    (e)  Indemnification.
      In the
      event of any registration of any of the Registrable Shares under the Securities
      Act pursuant to this Section 10, then to the extent permitted by law the Company
      shall indemnify and hold harmless the seller of such Registrable Shares, each
      underwriter of such Registrable Shares and each other person, if any, who
      controls such seller or underwriter within the meaning of the Securities Act
      or
      the Exchange Act against any losses, claims, damages or liabilities, joint
      or
      several, to which such seller, officer, director, underwriter or controlling
      person may become subject under the Securities Act, the Exchange Act, state
      securities laws or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based upon
      any
      untrue statement or alleged untrue statement of any material fact contained
      in
      any Registration Statement under which such Registrable Shares were registered
      under the Securities Act, any preliminary prospectus or final prospectus
      contained in the Registration Statement, or any amendment or supplement to
      such
      Registration Statement or such prospectuses, or arise out of or are based upon
      the omission or alleged omission to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading; and the
      Company shall reimburse each such seller, officer, director, underwriter and
      controlling person for legal or any other expenses reasonably incurred by such
      seller, underwriter or controlling person in connection with investigating
      or
      defending any such loss, claim, damage, liability or action; provided,
      however,
      that
      the Company shall not be liable in any such case to the extent that any such
      loss, claim, damage or liability arises out of or is based upon any untrue
      statement or omission made in such Registration Statement, preliminary
      prospectus or final prospectus, or any such amendment or supplement, in reliance
      upon and in conformity with information furnished to the Company, in writing,
      by
      or on behalf of such seller, underwriter or controlling person specifically
      for
      use in the preparation thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)  In
      the
      event of any registration of any of the Registrable Shares under the Securities
      Act pursuant to this Section 10, then to the extent permitted by law, each
      seller of Registrable Shares, severally and not jointly, shall indemnify and
      hold harmless the Company, each of its directors and officers and each
      underwriter (if any) and each person, if any, who controls the Company or any
      such underwriter within the meaning of the Securities Act or the Exchange Act,
      against any losses, claims, damages or liabilities, joint or several, to which
      the Company, such directors and officers, underwriter or controlling person
      may
      become subject under the Securities Act, Exchange Act, state securities laws
      or
      otherwise, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereof) arise out of or are based upon any untrue statement or alleged
      untrue statement of a material fact contained in any Registration Statement
      under which such Registrable Shares were registered under the Securities Act,
      any preliminary prospectus or final prospectus contained in the Registration
      Statement, or any amendment or supplement to the Registration Statement or
      such
      prospectuses, or arise out of or are based upon any omission or alleged omission
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading, if and to the extent that the statement
      or
      omission was made solely in reliance upon and in conformity with information
      furnished in writing to the Company by or on behalf of such seller, specifically
      for use in connection with the preparation of such Registration Statement,
      prospectus, amendment or supplement or if such claim arises out of alleged
      violations of insider trading or market manipulation by such seller; and such
      seller shall reimburse the Company for legal or any other expenses reasonably
      incurred by the Company in connection with investigating or defending any such
      loss, claim, damage, liability or action; provided,
      however,
      that
      the obligations of any seller of Registrable Shares hereunder shall not exceed
      an amount equal to the net proceeds to such seller of the Registrable Shares
      sold pursuant to the Registration Statement.

     

    (g)  An
      underwriter shall not be entitled to indemnification pursuant to this Section
      10
      in the event that it fails to deliver to any selling Holder any preliminary
      or
      final or revised prospectus, as required by the rules and regulations of the
      Commission. Finally, no indemnification shall be provided pursuant to this
      Section 10(h) in the event that any error in a preliminary prospectus of the
      Company is subsequently corrected in the final prospectus of the Company for
      a
      particular offering, and such final prospectus is delivered to all purchasers
      in
      the offering prior to the date of purchase of the securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  Each
      party entitled to indemnification under this Section 10 (the “Indemnified
      Party”)
      shall
      give notice to the party required to provide indemnification (the “Indemnifying
      Party”)
      promptly after such Indemnified Party has actual knowledge of any claim as
      to
      which indemnity may be sought, and shall permit the Indemnifying Party to assume
      the defense of any such claim or any litigation resulting therefrom;
provided,
      that
      counsel for the Indemnifying Party, who shall conduct the defense of such claim
      or litigation, shall be approved by the Indemnified Party (whose approval shall
      not be unreasonably withheld); and, provided,
      further,
      that
      the failure of any Indemnified Party to give notice as provided herein shall
      not
      relieve the Indemnifying Party of its obligations under this Section 10. The
      Indemnified Party may participate in such defense at such party’s expense;
provided,
      however,
      that
      the Indemnifying Party shall pay such expense if representation of such
      Indemnified Party by the counsel retained by the Indemnifying Party would be
      inappropriate due to actual or potential differing interests between the
      Indemnified Party and any other party represented by such counsel in such
      proceeding. No Indemnifying Party, in the defense of any such claim or
      litigation shall, except with the consent of each Indemnified Party, consent
      to
      entry of any judgment or enter into any settlement that does not include as
      an
      unconditional term thereof the giving by the claimant or plaintiff to such
      Indemnified Party of a release from all liability in respect of such claim
      or
      litigation, and no Indemnified Party shall consent to entry of any judgment
      or
      settle such claim or litigation without the prior written consent of the
      Indemnifying Party.

     

    (i)  Indemnification
      with Respect to Underwritten Offerings.
      In the
      event that Registrable Shares are sold pursuant to a Registration Statement
      in
      an underwritten offering, the Company agrees to enter into an underwriting
      agreement containing customary representations and warranties with respect
      to
      the business and operations of an issuer of the securities being registered
      and
      customary covenants and agreements to be performed by such issuer, including
      without limitation customary provisions with respect to indemnification by
      the
      Company of the underwriters of such offering.

     

    (j)  Information
      by Holder.
      Each
      holder of Registrable Shares included in any registration shall furnish to
      the
      Company such information regarding such holder and the distribution proposed
      by
      such holder as the Company may request in writing and as shall be required
      in
      connection with any registration, qualification or compliance referred to in
      this Section 10.

     

    (k)  Rule
      144 Requirements.
      With a
      view to making available to the Holders the benefits of Rule 144 promulgated
      under the Securities Act and any other rule or regulation of the Commission
      that
      may at any time permit a Holder to sell securities of the Company to the public
      without registration, the Company agrees to use its best efforts
      to:

     

    (i)  make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144 under the Securities Act);

     

    (ii)  file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange; and

     

    (iii)  furnish
      to any holder of Registrable Shares upon request a written statement by the
      Company as to its compliance with the reporting requirements of said Rule 144,
      and of the Securities Act and the Exchange Act, a copy of the most recent annual
      or quarterly report of the Company, and such other reports and documents of
      the
      Company as such holder may reasonably request to avail itself of any similar
      rule or regulation of the Commission allowing it to sell any such securities
      without registration.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l)  Termination.
      The
      provisions of this Section 10 shall terminate on the earlier of (i) the tenth
      (10th) anniversary of the date hereof or (ii) the date on which any Holder
      is
      permitted to sell all of such Holder’s Registrable Shares in any three-month
      period pursuant to Rule 144 promulgated under the Securities Act without
      registration and without the use of the net exercise provisions set forth in
      Section 3(b) hereof.

     

    11.  Specific
      Performance.
      The
      parties hereto recognize and agree that money damages may be insufficient to
      compensate the holders of any Registrable Shares for breaches by the Company
      of
      the terms hereof and, consequently, that the equitable remedy of specific
      performance of the terms hereof will be available in the event of any such
      breach.

     

    12.  Taxes.
      The
      issue of any stock or other certificate upon the exercise of this Warrant shall
      be made without charge to Holder for any documentary, stamp or similar tax
      in
      respect of the issue of such stock or certificate. 

     

    13.  Valid
      Issuance.
      Company
      represents to Holder that this Warrant and the shares of Common Stock issuable
      upon the exercise of this Warrant have been duly authorized by all necessary
      corporate action, this Warrant has been duly executed and delivered and
      constitutes a legally binding agreement of the Company enforceable in accordance
      with the terms hereof, the Company has reserved out of its authorized and
      unissued shares of Common Stock a number of shares sufficient to provide for
      the
      exercise of the rights represented by this Warrant, and the shares of Common
      Stock issuable upon exercise of this Warrant, when issued in accordance with
      the
      terms hereof, will be validly issued, fully paid and nonassessable.
      None
      of
      the execution and delivery by the Company of this Warrant, the consummation
      of
      the transactions contemplated hereby, or compliance by the Company with any
      of
      the provisions hereof will conflict with, or result in any violation of or
      default (with or without notice or lapse of time, or both) under, or give rise
      to a right of termination or cancellation under, any provision of (i) the
      certificate of incorporation and by-laws or comparable organizational documents
      of the Company; (ii) any contract to which Company is a party or by which
      any of the properties or assets of the Company are bound; (iii) any order of
      any
      governmental body applicable to the Company or by which any of the properties
      or
      assets of the Company are bound; or (iv) any applicable law. 

     

    14.  Representations
      by Holder.
      Holder
      represents and warrants that it: (a) is an “accredited investor” within the
      meaning of Rule 501 promulgated under the Securities Act of 1933; (b) is
      acquiring this Warrant for Holder’s own account, not as a nominee or agent, and
      not with a view to the distribution or resale of any part thereof; (c) has
      full
      power and authority to enter into this Warrant; (d) has had an opportunity
      to
      ask questions and receive answers from the Company regarding the terms and
      conditions of the offering of this Warrant; and (e) is able to fend for itself,
      can bear the economic risk of investment and has such knowledge and experience
      in financial or business matters that it is capable of evaluating the merits
      and
      risks of the investment in the Warrant. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.  Governing
      Law.
      This
      Warrant shall be governed by, construed, and enforced in accordance with the
      laws of the State of Delaware without reference to its principles of conflicts
      of law.

     

    16.  Board
      Approval.
      The
      issuance of this Warrant has been duly authorized by the Board of Directors
      of
      the Company.

     

    17.  Removal
      of Transfer Restrictions.
      Any
      legend endorsed on a certificate pursuant to Section 5 will be removed by the
      Company and the Company will issue a certificate or certificates without such
      legend to Holder or Holder’s transferee, at the request of Holder and upon
      delivery by Holder of certificates therefor, at such time as (i) a registration
      statement with respect to the sale of such securities has become effective
      under
      the Securities Act and such securities have been disposed of in accordance
      with
      such registration statement, or (ii) such securities may be properly sold in
      a
      transaction exempt from the registration and prospectus delivery requirements
      of
      the Securities Act and Holder provides the Company with an opinion of counsel
      in
      form and content reasonably satisfactory to legal counsel for the Company to
      the
      effect that a sale, transfer, assignment or other disposition of such securities
      may be made without registration. 

     

    IN
      WITNESS WHEREOF, Inter Parfums, Inc. and The Gap, Inc. have caused this Warrant
      to be executed by its officer thereunto duly authorized.

     

    
      	
              Dated
                as of: July 14, 1005

               

               

            	 	 
	INTER
              PARFUMS, INC.	 
	 
 	 
 	 
 
	By:  
              /s/ Jean Madar 	 	
            
	
               

                

                Name:
                  Jean Madar

                Title:
                  Chief Executive Officer

              

            	
            
	 	 


    

     

    
       

      
        	
                THE
                  GAP,
                  INC.

                 

              	 	 
	 	 
	By:  
                /s/ 	 	
              
	
                 

                  

                  
                    Name:

                    Title:

                  

                

              	
              
	 	 


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
      A

     

    NOTICE
      OF EXERCISE

     

    To:
       Inter
      Parfums, Inc. 

     

    
      

    

     

    
      

    

     

     Attn: 

     

    
      
 

    The
      undersigned hereby elects to purchase shares (the “Shares”)
      of
      Common Stock (“Stock”)
      of
      Inter Parfums, Inc. (the “Company”)
      pursuant to the terms of the attached Warrant, and (check the applicable
      box):

     

    


    
      	
               ̈

            	
              Tenders
                herewith payment of the Exercise Price in full in the form of cash,
                or a
                certified or official bank check or wire transfer in same-day funds,
                or
                the cancellation of outstanding indebtedness, in the amount of
                $_______________________ for _____________________ shares of such
                securities and any transfer taxes payable pursuant to the terms of
                the
                Warrant.

            
	
               ̈

            	
              Elects
                the Net Issue Exercise option pursuant to Section 3(b) of the Warrant
                with
                respect to _____________________________ shares of such securities,
                and
                accordingly requests delivery of the net amount of such securities
                as is
                determined pursuant to such Section
                3(b).

            


    

     

    Please
      issue a certificate or certificates representing said shares of Common Stock
      in
      the name of the undersigned or in such other name as is specified
      below:

     

    
      
        

      
(Name)

     

    
      
 (Address)

     

    Please
      issue a new Warrant for the unexercised portion of the attached Warrant in
      the
      name of the undersigned or in such other name as is specified
      below:

     

    
      	 	 	 
	(Name)	 
	 
 	 
 	 
 
	 	 	
            
	  
              
(Date) 	
              
(Signature)
	
            	
            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing Warrant, execute this form and supply required information.
      

    Do
      not
      use this form to purchase shares.)

    


    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

     

     

    
      
        

      
(Please
      Print)

    


    whose
      address is  

     

    
      
 

      
(Please
      Print)

     

    


    Dated:
      ____________, ____

    


    Holder’s
      Signature:   

    
      

    

     

           
      Holder’s Address: 

    
      

    

     

    
      
 

     

    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement of any change
      whatever. Officers of corporations and those acting in a fiduciary or other
      representative capacity should file proper evidence of authority to assign
      the
      foregoing Warrant.