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     Parlux Fragrances, Inc.                                      EXHIBIT 4.16


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE BECAUSE THEY ARE
BELIEVED TO BE EXEMPT FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES MAY NOT BE
RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO 
REGISTRATION OR AN EXEMPTION THEREFROM.

No. R1-5                                                        $2,500,000 U.S.

                            PARLUX FRAGRANCES, INC.

                  5% CONVERTIBLE DEBENTURE DUE MARCH 1, 1997.


     THIS DEBENTURE is one of a duly authorized issue of Debentures of Parlux
Fragrances, Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company") designated as its 5% Convertible
Debentures Due March 1, 1997, in an aggregate principal amount not exceeding
Five Million Dollars (U.S. $5,000,000).

     FOR VALUE RECEIVED, The Company promises to pay to Karle Limited, the
registered holder hereof (the "Holder"), the principal sum of US $2,500,000, on
March 1, 1997, (the "Maturity Date") and to pay interest on the principal sum
outstanding from time to time in arrears on the Maturity Date or, if earlier,
on each Conversion Date (as hereinafter defined) at the rate of 5% per annum,
computed on the basis of the actual number of days elapsed in a 365-day year.
Accrual of the interest shall commence on the date hereof until payment in full
of the principal sum has been made or duly provided for. All accrued and unpaid
interest shall bear interest at the same rate from and after the due date of
the interest payment until so paid. The interest so payable, less any amounts
required by law to be deducted or withheld, will be paid on the Maturity Date
or, if earlier, on the Conversion Date, to the person in whose name this
Debenture (or one or more predecessor Debentures) is registered on the records
of the Company regarding registration and transfers of the Debentures (the
"Debenture Register") on the Conversion Date or tenth day prior to the Maturity
Date, as the case may be; provided, however, that the Company's obligation to a
transferee of this Debenture arises only if such transfer, sale or other
disposition is made in accordance with the terms and conditions of the
Regulation S Subscription Agreement executed by the original Holder in
connection with the purchase of this Debenture (the "Subscription Agreement").
The principal of, and interest on, 



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this Debenture are payable in such coin or currency of the United States of 
America as at the time of payment is legal tender for payment of public and
private debts, at the address last appearing on the Debenture Register of the
Company as designated in writing by the Holder from time to time. The
forwarding of the Company's check shall, subject to collection, constitute a
payment of interest and principal thereunder and shall satisfy and discharge
the liability for principal and interest on this Debenture to the extent of the
sum represented by such check.


     This Debenture is subject to the following additional provisions:

     1. The Debentures are issuable in denominations of Two Hundred and Fifty
Thousand Dollars ($250,000 U.S.) and integral multiples thereof. The Debentures
are exchangeable for an equal aggregate principal amount of Debentures of
different authorized denominations, as requested by the Holders surrendering
the same. No service charge will be made for such registration or transfer or
exchange.

     2. The Company shall be entitled to withhold from all payments of
principal of, and interest on, this Debenture any amounts required to be
withheld under the applicable provisions of the United States income tax laws
or other applicable laws at the time of such payments.

     3. This Debenture has been issued subject to investment representations of
the original purchaser hereof and may be transferred or exchanged in the U.S.
only in compliance with the Securities Act of 1933 as amended (the "Act").
Prior to due presentment for transfer of this Debenture, the Company and any
agent of the Company may treat the person in whose name this Debenture is duly
registered on the Debenture Register as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Debenture be overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary.

     4. (a) The Holder of the Debenture shall, at any time during the period
commencing on and after April 30, 1996 and expiring on the Maturity Date,
convert up to One Hundred Percent (100%) of the principal amount of this
Debenture (in increments of not less than Two Hundred Fifty Thousand Dollars
($250,000)) into shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company at a conversion price for each share of Common Stock
equal to Eighty Five Percent (85%) of the 






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Market Price of the Company's Common Stock; provided however, that in
no event will the conversion price be greater than $9.00 per share of Common
Stock. For purposes of this Section 4, the Market Price shall be the average
closing bid prices of the Common Stock over the five consecutive trading days
ending on the Conversion Date, as reported by the National Association of
Securities Dealer's Automated Quotation System ("NASDAQ"), or the average of
the closing bid prices of the Common Stock in the over-the-counter market over
the five consecutive trading days ending on the Conversion Date or, in the
event the Common Stock is listed on a national stock exchange, the Market Price
shall be the average of the closing prices of the Common Stock on such
exchange, as reported in The Wall Street Journal, over the five consecutive
trading days ending on the Conversion Date. Such conversion shall be
effectuated by surrendering the Debentures to be converted to the Company, with
the form of conversion notice attached hereto as Exhibit A, executed by the 
Holder of the Debenture evidencing such Holder's intention to convert
this Debenture or a specified portion (as above provided) hereof. The amount of
accrued but unpaid interest as of the Conversion Date shall be subject to
conversion and paid in shares of Common Stock valued at the Market Price.  No
fractional shares of the Common Stock or scrip representing fractions of shares
will be issued on conversion, but the number of shares issuable shall be
rounded to the nearest whole share.  The date on which notice of conversion is
given shall be deemed to be the date on which the Holder has delivered this
Debenture, with the conversion notice duly executed, to the Company, or if
earlier, the date set forth in such notice of conversion if the Debenture is
received by the Company within three business days thereafter. Such date is
referred to herein as the "Conversion Date".  Facsimile delivery of the
conversion notice shall be accepted by the Company.  Certificates representing
Common Stock upon conversion will be delivered to the Holder within three (3)
business days from the date the notice of conversion is delivered to the
Company.

     5.      Any of the following shall constitute an "Event of Default":

             (a)  The Company shall default in the payment of
                  principal or interest on this Debenture as and when the same
                  shall be due and payable and such default shall continue for
                  five (5) business days after the due date thereof; or

             (b)  Any of the representations or warranties made
                  by the Company herein, in the Subscription Agreement, or in
                  any certificate or financial or other 


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                  written statements heretofore or hereafter furnished by
                  or on behalf of the Company in connection with the execution
                  and delivery of this Debenture or the Subscription Agreement
                  shall be false or misleading in any material respect at the
                  time made; or

             (c)  The Company shall fail to perform or observe any other 
                  covenant, term, provision, condition, agreement or obligation 
                  of the Company under this Debenture or the Subscription 
                  Agreement and such failure shall continue uncured for a 
                  period of five (5) business days after the first date on 
                  which such failure arises (it being understood that in the 
                  case of defaults which can not reasonably be cured within a 
                  5-day period no grace period shall be necessary as a
                  precondition to the failure to perform such covenant 
                  constituting an Event of Default; or

             (d)  The Company shall(1) make an assignment for the
                  benefit of creditors or commence proceedings for its
                  dissolution; or (2) apply for or consent to the appointment
                  of a trustee, liquidator or receiver for its or for a
                  substantial part of its property or business; or

             (e)  A trustee, liquidator or receiver shall be
                  appointed for the Company or for a substantial part of its
                  property or business without its consent and shall not be
                  discharged within sixty (60) days after such appointment; or

             f)   Bankruptcy, reorganization, insolvency or liquidation
                  proceedings or other proceedings for relief under any
                  bankruptcy law or any law for the relief of debtors shall be
                  instituted by or against the Company, and if instituted
                  against the Company, shall not be dismissed within sixty (60)
                  days after such institution or the Company shall by any
                  action or answer approve of, consent to, or acquiesce in any
                  such proceedings or admit the material allegations of, or
                  default in answering a petition filed in any such proceeding; 
                  or

             (g)  The Company shall have its Common Stock delisted from the 
                  NASDAQ Small Cap Market or suspended from


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                  trading thereon, and shall not have its Common Stock relisted
                  or have such suspension lifted, as the case may be, within
                  five (5) days; or

             (h)  The Company shall default on the payment of any
                  material indebtedness for borrowed money beyond any
                  applicable grace period; or

             (i)  Any judgment, levy or attachment, shall be
                  rendered against the Company or any of its assets or
                  properties in an amount in excess of $100,000 and such
                  judgment, levy or attachment shall not be dismissed, stayed,
                  bonded, or discharged within thirty (30) days of the date of
                  entry thereof; or

             (j)  The Company shall be a party to any merger or
                  consolidation or shall dispose of all or substantially all of
                  its assets in one or more transactions or shall redeem more
                  than a de minimus amount of its outstanding shares of capital
                  stock.

Upon the occurrence of any Event of Default or at any time thereafter, and in
each and every such case, unless such Event of Default shall have been waived
in writing by the Holder (which waiver shall not be deemed to be a waiver of
any subsequent Event of Default) at the option of the Holder and in the
Holder's sole discretion, the Holder may, upon written notice to the Company,
consider this Debenture immediately due and payable in an amount equal
to the product of (x)the number of shares of Common Stock into which this
Debenture is then convertible and (y) the Market Price of the Common Stock,
without presentment, demand, protest or notice of any kind, all of which are
hereby expressly waived, anything herein or in any note or other instruments
contained to the contrary notwithstanding, and the Holder may immediately, and
without expiration of any period of grace, enforce any and all of the Holder's
rights and remedies afforded by law.


     6. No provision of this Debenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of, and
interest on, this Debenture at the time, place and rate, and in the coin or
currency, herein prescribed. This Debenture and all other Debentures now or
hereafter issued of similar terms are direct obligations of the Company.  This
Debenture ranks equally with 


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all other Debentures now or hereafter issued under the terms set forth herein.

     7. No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, officer or director, as
such, past,  present or future, of the Company or any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     8. This Debenture shall be governed by and construed in accordance with
the laws of the State of Delaware without regard to the choice of law
provisions thereof.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.


                                  March 1, 1996          
                                                         
                                  Parlux Fragrances, Inc.


                              By: /s/Frank A. Buttacavoli
                                  -----------------------
                           Title: Vice-President & CFO
                                  -----------------------




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                                  EXHIBIT A

                            NOTICE OF CONVERSIONS


    (To be Executed by Registered Holder in order to Convert the Debenture)



The undersigned hereby irrevocably elects to convert the above Debenture No.
into shares of Common Stock of Parlux Fragrances, Inc. (the "Company")
according to the conditions hereof, as of the date written below.

The undersigned represents that it is not a U.S. Person as defined in
Regulation S promulgated under the Securities Act of 1933, and is not
converting the Debenture on behalf of any U.S. Person



                         ----------------------------------    
                         Date of Conversion*                   
                                                               
                         ----------------------------------    
                         Applicable Conversion Price           
                                                               
                         ----------------------------------    
                         Signature                             
                                                               
                         ----------------------------------    
                         Name                                  
                                                               
                         ----------------------------------    
                         Address                               
                                                               
                                                               
                                                               
                                                               

*This original Debenture and Notice of Conversion must be received by the
Company by the third business day following the Date of Conversion.


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