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                            Parlux Fragrances, Inc.                EXHIBIT 4.21


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. R1-3                                                       $1,500,000 U.S.

                            PARLUX FRAGRANCES, INC.

                   5% CONVERTIBLE DEBENTURE DUE MAY 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 May 1, 1997, in an aggregate principal amount not exceeding
Three Million Dollars (U.S. $3,000,000).

     FOR VALUE RECEIVED, The Company promises to pay to Newsun Limited, the
registered holder hereof (the "Holder"), the principal sum of US $1,500,000, on
May 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, this Debenture are payable in such coin or
currency of the United 



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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 hereunder 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 Five Hundred Thousand
Dollars ($500,000 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 this Debenture shall, at any time during the period
commencing on and after May 27, 1996, 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
Market Price of the Company's Common Stock; provided however, that in no event
will the conversion price be greater than $12.00 per share of Common Stock. For
purposes of this Section 4, the Market Price shall be the average 



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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 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 

  


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                  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 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



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             (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 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,  


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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.


                                      April 16, 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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