<PAGE>   1


                            Parlux Fragrances, Inc.              EXHIBIT 4.22


THESE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND WERE ISSUED PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE ACT UNDER REGULATION D.
SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH
SECURITIES OR THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE
SECURITIES, REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH SALE,
TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE ACT.

No. R1-10                                                    $10,000,000 U.S.

                            PARLUX FRAGRANCES, INC.

                   5% CONVERTIBLE DEBENTURE DUE MAY 1, 1998.


     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, 1998, in an aggregate principal amount not exceeding Ten
Million Dollars (U.S. $10,000,000).

     FOR VALUE RECEIVED, The Company promises to pay to Newsun Limited, the
registered holder hereof (the "Holder"), the principal sum of US $5,000,000, on
May 1, 1998, (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 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



                                      1


<PAGE>   2



Subscription Agreement dated the date hereof, 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 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 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 set forth in the Subscription Agreement and may
be transferred or exchanged 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. In accordance with the provisions of Sections 4(c), 11(b) and 16 of the
Subscription Agreement, the Holder of this Debenture may, at any time after the
earliest to occur of (i) the date that the Registration Statement (referred to
in and defined in Section 4(c) of the Subscription Agreement) is declared
effective by the Securities and Exchange Commission, (ii) the 



                                      2



<PAGE>   3


180th day after the date hereof or (iii) a "change-in control" of the Company
(as defined in the Subscription Agreement), 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 $.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 (the difference between
One Hundred Percent (100%) of the Market Price of the Common Stock and the
conversion price of Common Stock hereunder is refereed to as the "Discount");
provided, however, that in no event will the conversion price be greater than
$11.75 per share of Common Stock; and, provided, further, that the Discount may
be increased in certain circumstances as provided in Section 11(a) of the
Subscription Agreement.  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.




                                      3



<PAGE>   4


     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 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 




                                      4





<PAGE>   5


                  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 ten (10) 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.




                                      5


<PAGE>   6


      6. The Holder shall, in the event that the closing bid price for the
      Common Stock of the Company shall exceed $17.00 for a period of five
      consecutive trading days at any time after the 180th day following the
      Effective Date, at the option of and on notice from the Company,
      surrender the Debenture for conversion in its entirety.  The Company
      shall provide the Holder with five (5) days notice of its intent to
      exercise its option to demand the conversion of the Debenture.  The
      mandatory conversion price for the Debenture shall be calculated in
      accordance with the provisions of Section 4 of the Debenture assuming for
      purposes of Section 4 that the date fixed by the Company for conversion
      is the Conversion Date.  In the event the Holder does not convert or
      submit the Debenture for conversion by the Conversion Date set forth in
      the Company's notice, then, and without any further notice or action on
      the part of the Company, the Debentures will be deemed canceled upon such
      conversion and of no further force and effect and from and after such
      date the Holder shall have no rights thereunder except the right to
      receive the number of shares of Common Stock issuable upon such
      conversion upon the surrender of this Debenture.

     7. 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.

     8. 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.



                                      6




<PAGE>   7




     9. This Debenture will be construed and enforced in accordance with and
governed by the laws of the State of New York, except for matters arising under
the Act, without reference to principles of conflicts of law.  Each of the
parties consents to the jurisdiction of the federal courts whose districts
encompass any part of the State of New York or the state courts of the State of
New York in connection with any dispute arising under this Debenture and hereby
waives, to the maximum extent permitted by law, any objection, including any
objection based on forum non conveniens, to the bringing of any such proceeding
in such jurisdictions.  Each party hereby agrees that if another party to this
Debenture obtains a judgment against it in such a proceeding, the party which
obtained such judgment may enforce same by summary judgment in the courts of
any country having jurisdiction over the party against whom such judgment was
obtained, and each party hereby waives any defenses available to it under local
law and agrees to the enforcement of such a judgment.  Each party to this
Debenture irrevocably consents to the service of process in any such proceeding
by the mailing of copies thereof by registered or certified mail, postage
prepaid, to such party at its address set forth herein.  Nothing herein shall
affect the right of any party to serve process in any other manner permitted by
law.

     10. This Debenture shall be binding upon the Company and its successors,
including, but not limited to, a successor to the Company by consolidation or
merger or a transferee of all or substantially all of its assets.


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


                                    May 8, 1996             
                                                            
                                    Parlux Fragrances, Inc. 


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


                                      7

<PAGE>   8


                                   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.




                                            -------------------------------- 
                                            Date of Conversion*              
                                                                             
                                            -------------------------------- 
                                            Applicable Conversion Price      
                                            NEWSUN LIMITED                   
                                                                             

                                            -------------------------------- 
                                            Signature                        
                                                                             
                                            -------------------------------- 
                                            Address:                         
                                                                             
                                            Newsun Limited                   
                                            C/O ABN AMRO Trust Company       
                                            80 Rue due Rhone                 
                                            1204 Geneva, Switzerland         
                                                              


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



                                      8