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Third Modification Of Lease - INTER PARFUMS INC - 3-10-2010

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					Exhibit 10.92

                                    THIRD MODIFICATION OF LEASE

Third Modification of Lease ("Agreement") made June 17 , 2002 between Metropolitan Life Insurance
Company, a New York corporation having its principal place of business at One Madison Avenue, New York,
New York 10010 ("Landlord") and Jean Philippe Fragrances, LLC, a New York limited liability company having
an office at 551 Fifth Avenue, New York, New York 10176 ("Tenant").

                                             W I T N E S S E T H:

WHEREAS, Landlord and Tenant (by its predecessor-in-interest, Jean Philippe Fragrances, Inc.) heretofore
entered into a certain written lease dated January 13, 1992, as amended by Modification of Lease dated June
17, 1994 and Second Modification of Lease dated April 30, 1997 (collectively, the "Lease") wherein and
whereby Landlord leased to Tenant, and Tenant hired from Landlord, those certain premises (the "demised
premises") as shown on the plans annexed to the Lease as "Exhibit A" thereto on the 15th floor in the building
known as 551 Fifth Avenue, New York, New York 10176 (the "Building"), which demised premises Landlord
and Tenant agree contains 9,000 rentable square feet; and

WHEREAS, the term of the Lease is due to expire October 31, 2002 and Landlord and Tenant wish to again
modify the Lease, subject to the terms and conditions hereinafter set forth, to, INTER ALIA, again extend the
term of the Lease; and

WHEREAS, the Lease is in full force and effect; and

WHEREAS, Landlord and Tenant desire to modify the Lease only in the respects hereinafter stated.

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the
parties hereto by these presents do covenant and agree as follows:

1. All capitalized terms used herein without definition are used herein with the meanings assigned to such terms in
the Lease, unless the context otherwise requires.

2. The term of the Lease is hereby extended to February 28, 2013 (the "Additional Extension Period").

3.A. Effective November 1, 2002, Tenant's annual rent shall be amended to be as follows: (i) from and including
November 1, 2002 through and including October 31, 2007, Three Hundred Twenty Two Thousand Four
Hundred Seventy Dollars ($322,470.00) per annum which amount shall include the annual cost of electricity
supplied by Landlord to the
demised premises on a rent inclusion basis of Twenty Two Thousand Five Hundred Dollars ($22,500.00) per
annum, the "Additional Extension Period Electric Charge"; and thereafter, (ii) from and including November 1,
2007 through and including the end of the term of the Lease, as modified by this Agreement, Three Hundred Fifty
Eight Thousand Four Hundred Seventy Dollars ($358,470.00) per annum, which amount shall include the
Additional Extension Period Electric Charge.

B. Notwithstanding the foregoing, Landlord agrees to waive to the collection of annual rent and additional rent for
"Real Estate Taxes" (Article 35) and "Operating Expenses" (Article 36), but not the Additional Extension Period
Electric Charge, for period from and including November 1, 2007 through and including February 28, 2008.

C. Effective November 1, 2002, (i) Tenant's "Base Tax Year" (Article 35) shall be amended to be the fiscal tax
year of the City of New York commencing July 1, 2002 and ending June 30, 2003; (ii) Tenant's "Base Operating
Period" (Article 36) shall be amended to be the calendar year commencing January 1, 2003; and
(iii) Tenant's proportionate share for Real Estate Taxes and Operating Expenses shall be 2.11 percent.

4. Inasmuch as Tenant currently occupies the demised premises and is fully aware of the condition thereof,
Tenant agrees to accept the demised premises in the condition which it exists on the first day of the Additional
Extension Period. Further, Tenant understands and agrees that no materials whatsoever are to be furnished by
Landlord and no work whatsoever is to be furnished by Landlord in connection with the demised premises or any
part thereof nor shall any construction or tenant improvement allowance be provided by Landlord.

5. Tenant represents and warrants to Landlord that it has not dealt with any real estate agents or brokers in
connection with this Agreement other than Insignia/ESG, Inc. ("IESG") whose fees, if any, Landlord agrees to
pay and that this Agreement was not brought about or procured through the use or instrumentality of any other
agent or broker. Tenant covenants and agrees to indemnify and hold Landlord harmless from any and all claims
for commissions and other compensation made by any agent or agents and/or any broker or brokers, other than
IESG, based on any dealings between Tenant and any agent or agents and/or broker or brokers, together with all
costs and expenses incurred by Landlord in resisting such claims, including, without limitation, reasonable
attorneys' fees.

7. Except as modified by this Agreement, the Lease and all the terms, covenants, conditions, provisions, and
agreements thereof are hereby in all respects ratified, confirmed, and approved.

8. The Lease, as modified by this Agreement contains the entire understanding between the parties. No other
representations, warranties, covenants or agreements have been made.

                                                        2
9. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

10. This Agreement shall be binding upon, and inure to the benefit of the parties hereto, their respective legal
representatives, successors and, except as otherwise provided in the Lease as modified by this Agreement, their
respective assigns.

11. The submission of this Agreement to Tenant shall not be construed as an offer, nor shall Tenant have any
rights with respect hereto, unless and until Landlord shall execute a copy of this Agreement and deliver the same
to Tenant.

IN WITNESS WHEREOF, the parties hereto have respectively executed this Agreement as of the day and year
first above written.

Landlord:


                                     Metropolitan Life Insurance Company

                                     By: /s/ KATHRYN L. CAMPBELL
                                         -----------------------
                                             Kathryn Campbell, Director




Tenant:


                                         Jean Philippe Fragrances, LLC

                                      By: /s/ RUSSELL GREENBERG
                                          ---------------------
                                              Executive Vice President




                                                        3
                                         Exhibit 10.61

                                          6/21/95
                                      LEASE-1/SG7907

ROSNER AND FELTMAN
70 GRAND AVENUE
RIVER EDGE, NJ 07661

                                    TABLE OF CONTENTS

            LANDLORD: FORSGATE INDUSTRIAL COMPLEX

            TENANT:     JEAN PHILIPPE FRAGRANCES, INC.

            PREMISES: 60 STULTS ROAD, SOUTH BRUNSWICK, NEW JERSEY

            =========================================================

            ARTICLE 1       DEMISED PREMISES - TITLE - TERM OF LEASE

            ARTICLE 2       USE OF PREMISES

            ARTICLE 3       RENT AND OTHER CHARGES

            ARTICLE 4       TAXES

            ARTICLE 5       COMMENCEMENT DATE OF LEASE

            ARTICLE 6       INSURANCE TO BE PROVIDED BY TENANT

            ARTICLE 7       RESTORATION OF DEMISED PREMISES IN THE EVENT
                            OF FIRE OR OTHER CASUALTY

            ARTICLE 8       REPAIRS, MAINTENANCE, UTILITIES,
                            CHANGES AND ALTERATIONS, COMPLIANCE
                            WITH ORDERS, ETC., EASEMENTS

            ARTICLE 9       LEASE PROVISION AGAINST ASSIGNMENT, MORTGAGE
                            OR SUBLET BY TENANT WITHOUT LANDLORD'S PERMISSION
                            - LANDLORD'S RIGHT OF RECAPTURE

            ARTICLE 10      LANDLORD'S REMEDIES IN EVENT OF TENANT'S
                            DEFAULT OR BANKRUPTCY

            ARTICLE 11      SUBORDINATION OF LEASE TO
                            MORTGAGE ON THE DEMISED PREMISES

            ARTICLE 12      EXONERATION OF INDIVIDUALS

            ARTICLE 13      COVENANT AGAINST LIENS

            ARTICLE 14      EMINENT DOMAIN


            ARTICLE 15      ACCESS TO PREMISES

            ARTICLE 16      NOTICES

            ARTICLE 17      ACCEPTANCE

            ARTICLE 18      QUIET ENJOYMENT - CONVEYANCE BY LANDLORD

            ARTICLE 19      ESTOPPEL CERTIFICATE

            ARTICLE 20      FINANCIAL INFORMATION

            ARTICLE 21      NO ABATEMENT OF RENT

            ARTICLE 22      NONRECORDATION OF LEASE
                    ARTICLE 23        SURRENDER

                    ARTICLE 24        SECURITY

                    ARTICLE 25        MISCELLANEOUS

                    SCHEDULE A        DEMISED PREMISES
                    SCHEDULE B        RULES AND REGULATIONS


                                                                LEASE




THE INDENTURE OF LEASE (hereinafter called "LEASE") dated the 10th day of July, 1995, by and between
FORSGATE INDUSTRIAL COMPLEX, a Limited Partnership, with offices at c/o Charles Klatskin Co., Inc.,
400 Hollister Road, Teterboro, New Jersey 07608, (hereinafter called "LANDLORD"), and JEAN PHILIPPE
FRAGRANCES, INC., a corporation of the State of Delaware having its principal office at 551 Fifth Avenue,
New York, New York 10176 (hereinafter called "TENANT").

                                              W I T N E S S E T H:

                                                   ARTICLE 1

                            DEMISED PREMISIS - TITLE - TERM OF LEASE

Section 1.01 Demised Premises. Landlord, for and in consideration of the rents, covenants and agreements
hereinafter reserved, mentioned and contained on the part of the Tenant, its successors and assigns, to be paid,
kept and performed, has demised and leased, and by these presents does demise and lease, unto the Tenant, and
the Tenant does hereby take and hire upon subject to the conditions hereinafter expressed, the real property
together with the building thereon (the "Building"), commonly known as 60 Stults Road, in the Township of South
Brunswick, County of Middlesex and State of New Jersey, as more particularly described on Schedule
"A" (hereinafter sometimes referred to as "Demised Premises").

Section 1.02 Title. At the commencement of the term of the Lease ("Term"), Landlord shall own the fee title to
the Demised Premises, subject to restrictions of record, if any, zoning regulations affecting such Demised
Premises and any state of facts shown on an accurate survey or as a visual inspection of the premises would
disclose, provided the same does not prohibit or unduly restrict the use of the premises for warehousing and
offices, as presently constructed.

Section 1.03 Term of Lease. To have and to hold unto the Tenant, its permitted successors and permitted
assigns, for a Term of eight (8) years, commencing on the commencement date as defined in ARTICLE 5 hereof
and ending eight (8) years thereafter, unless sooner terminated, plus the number of days required, if any, to have
such Term expire on the last day on the calendar month.

Section 1.04 Acknowledgment of Commencement. Upon the commencement of the Term, the parties shall
execute and exchange a recordable Lease instrument, specifying the commencement and expiration dates of the
Term.

Section 1.05 Definitions. (i) As used herein, "Hazardous Substance" includes any pollutant, dangerous substance,
toxic substances, any hazardous chemical, hazardous substance, hazardous pollutant, hazardous waste or any
similar term as defined in or pursuant to the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 U.S.C. Section 9601, et seq. ("CERCLA");

Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et seq. ("ISRA"); the New Jersey Spill Compensation and
Control Act, N.J.S.A. 58:10- 23.11, et seq. ("Spill Act"); the Solid Waste Management Act, N.J.S.A. 13:1E-1,
et seq. ("SWMA"); the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq. ("RCRA");
the New Jersey Underground Storage of Hazardous Substances Act, N.J.S.A. 58:10A- 21, et seq. ("USTA");
Clean Air Act, 42 U.S.C. Section 7401, et seq. ("CAA"); Air Pollution Control Act, N.J.S.A. 26:2C-l, et seq.
("APCA"); New Jersey Water Pollution Control Act, N.J.S.A. 58:10A- 1, et seq. ("WPCA"); and any rules or
regulations promulgated thereunder or in any other applicable federal, state or local law, rule or regulation dealing
with environmental protection. It is understood and agreed that the provisions contained in the Lease shall be
applicable notwithstanding whether any substance shall not have been deemed to be a hazardous substance at the
time of its use or Release but shall thereafter be deemed to be a Hazardous Substance.

(ii) "Release" means spilling, leaking, disposing, pumping, pouring, discharging, emitting, emptying, ejecting,
depositing, injecting, leaching, escaping or dumping, however defined, and whether intentional or unintentional, of
any Hazardous Substance.

(iii) "Notice" means any summons, citation, directive, order, claim, litigation, investigation, proceeding, judgment,
letter or other communication, written or oral, actual or threatened, from the New Jersey Department of
Environmental Protection ("NJDEP"), the United States Environmental Protection Agency ("USEPA"), the
United States Occupational Safety and Health Administration ("OSHA") or other federal, state or local agency or
authority, or any other entity or any individual, concerning any act or omission relating or which may result in the
Releasing of Hazardous Substances into the waters or onto the lands of the State of New Jersey, or into the
waters outside the jurisdiction of the State of New Jersey, or into the environment.

(iv) "Environmental Laws" mean any and all present or future laws, statutes, ordinances, regulations and executive
orders, federal and state and local in any related to the protection of human health or the environmental, including,
but not limited to, (i) CERCLA; (ii) RCRA;
(iii) ISRA; (iv) Spill Act; (v) USTA; (vi) WPCA; (vii) APCA; (viii) SWMA; (ix) CAA; and (x) USTA.

                                                   ARTICLE 2

                                              USB OF PREMISES

Section 2.01 Use. The Tenant shall use and occupy the Demised Premises for offices, warehousing and
distribution of cosmetics, fragrances and personal care items, and for repackaging of cosmetics, fragrances and
personal care items only, and for no other purpose. If Tenant desires to expand or change the aforementioned
uses, Tenant shall not do so without first obtaining Landlord's written consent. Landlord agrees not to
unreasonably withhold its consent, if the use is for warehousing only of products which are consumer products,
and are non-hazardous and are

not toxic pollutants. In all other events, Landlord may, for no reason or for any reason, not consent to a change
or expansion of use. It being a consideration of this Lease, that the use of the premises shall be limited, to those
uses as otherwise hereinbefore specified, and Tenant may not, use the premises for manufacturing or the
warehousing of any product which is a hazardous substance as that term is more particularly hereinafter defined.
Such use does not permit the stacking of merchandise or materials against the walls, so as to create a load or
weight factor upon the walls, or to tie in, Tenant's racking systems with such walls, nor the hanging of equipment
from (or otherwise loading) the roof or structural members of the building without the express written consent of
the Landlord. The Tenant shall not use or occupy or permit the Demised Premises to be used or occupied, nor
do or permit anything to be done in or on the Demised Property, in a manner which will in any way violate any
Certificate of Occupancy affecting the Demised Premises, or make void or voidable any insurance then in force
with respect thereto, or which will make it impossible to obtain fire or other insurance required to be furnished by
the Tenant hereunder, at regular rates, or which will cause or be likely to cause structural damage to the Building
or any part thereto, or which will constitute a public or private nuisance, or which would adversely affect the then
value thereof, and shall not use or occupy or permit the Demised Premises to be used or occupied in any manner
which will violate any present or future laws or regulations of any governmental authority. Except for the products
contemplated by the permitted uses in this Section 2.01, Tenant shall not, during the term of this Lease store upon
the premises, hazardous substances as that term may be defined from time to time by the New Jersey
Department of Environmental Protection or, by the Federal Environmental Protection Agency pursuant to Section
311 of the "Federal Water Pollution Act, amendments of 1972" (33 U.S.C. Section 1321) and the list of toxic
pollutants designated by Congress or the Environmental Protection Agency pursuant to Section 307 of that Act
(33 U.S.C. Section 1317). The storage of products contemplated by the permitted uses in this Section 2.01 shall
during the term of this Lease be in compliance with all applicable laws and regulations, whether federal, state or
local, and whether environmental or otherwise. Nothing herein contained shall be deemed or construed to
constitute a representation or guaranty by the Landlord that any specific business may be conducted in the
Demised Premises or is lawful under the certificate of occupancy. In the event the Tenant cannot obtain the
continued certificate of occupancy for the uses of the Demised Premises described in the first sentence of this
Section 2.01, then in such event, Tenant shall have the right, prior to Tenant taking occupancy, to terminate this
Lease; such right of termination in all events to be exercised no later than ten (10) days from the date Landlord
advises Tenant, TIME BEING OF THE ESSENCE, that the municipality will not issue the continued Certificate
of Occupancy.

Tenant acknowledges and recognizes that Tenant will have to undertake ordinary and usual improvements
required by the

municipality, such as, but not limited to, in rack sprinklers, exit areas marked on the floor, exit signs, etc. If Tenant
is required to undertake other improvements in order to obtain the continued certificate of occupancy, such
improvements specifically required by the municipality by reason of Tenant's peculiar use, and if the collective
cost thereof is more than FIVE THOUSAND and NO/100 Dollars ($5,000.00), then Tenant shall have the right
to terminate this Lease, such right to be exercised, in all events, within the ten (10) day time period as heretofore
provided, TIME BEING OF THE ESSENCE.

                                                      ARTICLE 3

                                         RENT AND OTHER CHARGES

Section 3.01 Net Basic Rent. The Tenant shall pay to the Landlord as net annual basic rent (the "Basic Rent") for
the Demised Premises during the Term the sum of SIX HUNDRED EIGHTY- FOUR THOUSAND and
NO/100 Dollars ($684,000.00) per annum, payable in equal monthly installments of FIFTY-SEVEN
THOUSAND and NO/100 Dollars ($57,000.00) due and payable the first day of each and every month, in
advance, except, the first month's rent which shall be paid upon the execution hereof. Said rent and all payments
due hereunder shall be paid to the Landlord at its address hereinabove first specified, or as the Landlord may
otherwise direct in writing. It is the intention of the parties that the Basic Rent shall be net to the Landlord, so that
this Lease shall yield to the Landlord, the Basic Rent during the Term and that all costs, expenses and obligations
of every kind and nature whatsoever relating to the Demised Premises shall be paid by the Tenant, except as
otherwise specifically provided in this Lease. Whenever the rent as hereinabove set forth is stated as an annual
rent, and if there shall be less than twelve (12) months in any year, the rate therein referred to shall be the
"annualized rate".

Section 3.02 First Month Proration. If the Term shall begin on a date other than the first day of a calendar month,
the Basic Rent for the initial month of the Term shall be prorated.

Section 3.03 Rent Credit to Tenant. Landlord, as an accommodation to Tenant to reimburse Tenant for its initial
moving/rental expenses, will extend a credit to Tenant in an amount equal to the lesser of FORTY-TWO
THOUSAND and NO/100 Dollars ($42,000.00) or, if less, the net monthly rent paid by Tenant in its present
leased premises to be applied against the rent accruing as of the second month of the Lease Term.

Section 3.04 Additional Rent. All payments other than Basic Rent Tenant is required to make pursuant to this
Lease shall constitute additional rent ("Additional Rent") and, if Tenant defaults in any such payment so as to
create an Event of Default (as hereinafter defined), Landlord shall have (in addition to any rights and remedies
granted hereby) all rights and remedies provided by law for nonpayment of Basic Rent.

Section 3.05 Late Charge. If a payment of Basic Rent or Additional Rent or any part thereof shall not be made
on or prior to a date which is five (5) days after the date on which it is due and payable, a late charge of $500.00
per day shall become due and payable to Landlord as liquidated damages for the administrative costs and
expenses incurred by Landlord by reason of Tenant's failure to make prompt payment and said late charge shall
be payable by Tenant on the first day of the following month. No failure by Landlord to insist upon the strict
performance by Tenant of Tenant's obligations to pay late charges shall constitute a waiver by Landlord of its
rights to enforce the provisions of this
Section in any instance thereafter occurring, nor shall acceptance of late charges be deemed to extend the time of
payment of Basic Rent or Additional Rent or any part thereof. The provisions of this Section 3.05 shall not be
construed in any way to extend the grace periods or notice periods as otherwise provided for in this Lease. In the
first three (3) instances in each calendar year when Landlord is asserting a late charge, Landlord agrees that, prior
to asserting the late charge, Landlord shall give to Tenant five
(5) days' prior written notice and Tenant shall have five (5) days after receipt of such notice to make payment. If
Tenant fails to make payment within five (5) days after receipt of written notice by Landlord, then the late charge
shall be effective. Landlord's obligation to give notice shall only accrue in the first three (3) instances that failure to
pay occurs in each calendar year, and not thereafter.
Section 3.06 Additional Security Deposit. In the event a late charge is payable hereunder pursuant to Section
3.05, whether or not collected, for three (3) installments of rent or other monetary obligations of Tenant under the
terms of this Lease during any twelve-month period, Tenant shall pay to the Landlord, if Landlord shall so
request, in addition to any other payments required under this Lease, an additional security deposit as estimated
by Landlord in an amount equal to rent and additional rent for three (3) months. Such additional security shall be
established to insure payment when due before delinquency of all rent and additional rent, and shall be held
pursuant to the security clause provisions as provided in Article 24 hereof. Such additional security deposit shall
be returned to the Tenant upon termination of the Lease, less any amount of the security deposit so expended by
Landlord, to cure Tenant's defaults hereunder, together with interest as otherwise provided in Article 24 hereof.

Section 3.07 No Abatement, Deduction, or Set-off etc. There shall be no abatement, diminution or reduction of
Basic Rent, or Additional Rent or other charges or other compensation due to the Landlord by Tenant or any
person claiming under it under any circumstances, including, but not limited to, any inconvenience, discomfort,
interruption of business or otherwise, except as specifically provided herein.

Section 3.08 Common Area Charge. The Premises to be demised are located within an office/industrial park
known as Forsgate

Industrial Complex. Landlord, from time to time, will incur various expenses to maintain the Park for the benefit
of all tenants. The Tenant shall pay three percent (3.0%) ("Tenant's Share") of the total costs and expenses
incurred by Landlord in maintaining certain areas of the Park for items as follows: (i) the cost of maintaining Park
signs and tenant directories; (ii) the cost of water, electricity and other utilities used in connection with the
operation and maintenance of the Park and not part of any area demised to a tenant; (iii) the cost of insurance,
including general liability insurance, which is carried by Landlord and is usual and customary under the
circumstances; (iv) other costs reasonably incurred by Landlord to maintain the Park or costs incurred for
services benefiting all tenants or occupants of the Park which, in the reasonable opinion of Landlord, are a service
desirable to operate the Park. The cost of maintaining common facilities used by all tenants, such as common
grass areas, boulevard dividers, curbing and lighting. Tenant shall pay to the Landlord as an additional charge,
annually, Tenant's Share of such common Park expenses for each calendar year. At the end of each calendar
year, Landlord shall furnish Tenant with a statement called "Landlord's Expense Statement" setting forth in
reasonable detail the common area Complex expenses for such calendar year. Tenant's share of such charges
shall not exceed, on an annual basis, FIVE THOUSAND TWO HUNDRED FIFTY and NO/100 Dollars
($5,250.00), such sum adjusted to be increased per annum by the percentage increase, if any, of the cost of living
from January 1, 1996 to December 31 of the year for which the bill is rendered by Landlord to Tenant. The cost
of living increase shall be measured by the Consumer Price Index for "All Items", the "Index" issued by the U.S.
Department of Labor. In the event the Index is no longer issued or available or commonly used at the time a
determination is to be made, the Landlord shall designate another index or criteria which will accurately reflect the
increase in the cost of living which has occurred for the time period so to be determined.

Tenant's Share of common area charges for Forsgate Industrial Complex, which shall become payable by Tenant
during the calendar year in which this Lease commences or ends, shall be apportioned between Landlord and
Tenant in accordance with the portion of such calendar year within the Term.

                                                   ARTICLE 4

                                                      TAXES

Section 4.01 Real Estate Taxes. Tenant shall, throughout the Term, pay directly to the appropriate taxing
authorities, at least one (1) day before the same shall become due and payable, without interest or penalty, all
water and sewer rents, rates and charges, licenses and permit fees, real estate taxes and assessments levied,
assessed, confirmed, imposed upon or against the Demised Premises or any part thereof, including those
presently in effect as well as those which may be enacted in the future (collectively the "Impositions"). Tenant shall
forward copies of all receipted bills

or statements therefor to Landlord upon receipt thereof from said taxing authorities.

Section 4.02 Other Taxes and Payment Thereof.

(a) Other Taxes Arising Out of Tenant's Use and Occupancy. In addition to the Impositions, Tenant shall pay, at
least one (1) days prior to its due date, each and every item of expense in the nature of a tax or charge or
assessment for which Landlord is or shall become liable by reason of its estate or interest in the Demised
Premises, or any part thereof, including, without limiting the generality thereof, all personal property taxes, gross
receipts taxes, use and occupancy taxes, and excise taxes levied or assessed against Landlord or Tenant by
reason of the use, occupancy or any other activity by the Tenant in connec- tion with the Demised Premises or
any part thereof, or which may be levied or assessed or imposed upon any rents or rental income, as such,
payable to Landlord or payable to Tenant from any sub-Tenant in connection with the Demised Premises or any
part thereof. Tenant shall forthwith forward copies of receipted bills or cancelled checks therefor to Landlord
evidencing the payment thereof.

(b) Payment of Bills. In the event that the bills or statements issued by the appropriate taxing authorities in respect
of any Imposition or tax required to be paid by Tenant pursuant to paragraph (a) of this Section 4.02 shall be
forwarded directly to Landlord, Landlord shall promptly forward the same to Tenant, and Tenant shall pay the
same before expiration of the time period set forth above or within ten (10) days after receipt of such bill or
statement, whichever is later.

Section 4.03 Certain Taxes Not Payable by Tenant. Tenant shall not be required to pay any of the following
taxes or governmental impositions which shall be levied or imposed against Landlord by any governmental
authority:

(i) Any estate inheritance, devolution, succession, transfer, legacy or gift tax which may be imposed upon or with
respect to any transfer of Landlord's interest in the demised premises.

(ii) Any income tax levied upon or against the profits of the Landlord from all sources provided, however, that if
at any time during the Term the method of taxation prevailing at the commencement of the Term shall be altered
so that any new tax, assessment, levy, imposition or charge, shall be measured by or be based in whole or in part
upon the Demised Premises or the income thereof and shall be imposed upon Landlord then all such taxes,
assessments, levies, imposition or charges to the extent that they are so measured or based, shall be deemed to
be an Imposition for the purpose hereof, to the extent that such Imposition would be payable if the Demised
Premises were the only property of Landlord subject to such Imposition and Tenant shall pay and discharge the
same as herein provided in respect of the

payment of any Imposition.

Section 4.04 Apportionment During First and Last Year of Term. All Impositions which shall become payable
during the fiscal tax year in which this Lease commences or ends shall be apportioned between Landlord and
Tenant in accordance with the portion of the tax year within the Term.

Section 4.05 Tenant's Right to Contest. Tenant may contest any Imposition by diligently conducting proceedings
in which event, upon Tenant's request and if permitted by law, Tenant may postpone payment of such Imposition
during such contest if:

(a) Such postponement would not constitute a default under any Landlord's mortgage;

(b) Landlord's interest in the Demised Premises would not be endangered thereby; and

(c) Tenant deposits with Landlord the amount so contested and unpaid, and annually thereafter adds to such
deposit such accrued interest and penalties as Landlord reasonably estimates might be assessed against the
Demised Premises in such proceeding.

Upon the termination of such proceeding, Tenant shall pay the amount of such Imposition (as finally therein
determined) remaining unpaid and all interest and penalties relating thereto or, upon Tenant's request, Landlord
shall pay such amount to the extent of the funds so deposited. Upon payment in full of such amount, interest and
penalties (whether by Landlord or Tenant), Landlord shall return any then balance of the amount so deposited. If,
during such proceeding, Landlord in good faith deems the amount so deposited insufficient, Tenant shall upon
Landlord's demand, deposit such additional funds as Landlord reasonably requests. If Tenant fails to deposit such
additional funds, the funds theretofore deposited may be applied by Landlord to the payment of such Imposition,
interest and penalties and any balance shall be returned to Tenant. Landlord shall, if required through such
proceedings and requested by Tenant, join in such proceedings, cooperate with Tenant and execute requisite
documents, provided Tenant pays Landlord's resultant expenses.

Section 4.06 Assessments Payable in Installments. With respect to any assessment levied by any governmental or
municipal agency or authority which is or may be payable, at the option of the taxpayer, in installments, Tenant
agrees to pay Landlord, in lieu of paying the assessment directly to the appropriate governmental or municipal
agency, as additional rent, annually, from the date of payment of the assessment, the installment due therefor, at
least five (5) days before the last day on which each such installment may be paid without penalty or interest.
Tenant shall not be required to pay any installment which shall fall due after the expiration of this Lease.

                                                    ARTICLE 5

           COMMENCEMENT DATE OF THE LEASE - DELAYED COMMENCEMENT

Section 5.01 Commencement Date of the Lease - Delayed Commencement. The Commencement Date of this
Lease shall occur on the earlier of: (i) the date Landlord substantially completes Landlord's work as otherwise set
forth in Section 5.02 and delivers possession of the Premises to Tenant, or (ii) the earlier occupancy of the
Tenant.

The premises are presently occupied pursuant to the terms and conditions of a certain Lease between Forsgate
Industrial Complex, as Landlord, and Midlantic Distribution Inc., as Tenant, as amended, which Lease provides
that either Landlord or Tenant on thirty (30) days' prior written notice may terminate the Lease. Landlord agrees,
within three (3) business days of the execution of this Lease, to serve notice of termination upon Midlantic
Distribution, Inc. In the event Midlantic Distribution Inc. shall fail to vacate the Premises and deliver possession to
the Landlord in accordance with the thirty (30) day notice of cancellation, then the Commencement Date of this
Lease shall be delayed until Landlord can deliver possession to the Tenant. Landlord agrees to institute summary
dispossess proceedings or take such other action as is reasonably necessary to secure possession for Tenant
hereunder. If the Landlord is unable to obtain possession of the Premises on or before the seventy-fifth (75th)
day from the date of this Lease, then Tenant shall have the right prior to the date Landlord notifies Tenant that the
Premises are vacant to terminate this Lease. Upon termination of this Lease, both parties shall be releaaed
thereafter from and after further liability to the other, except the return to Tenant of prepaid rent and the security
deposit. If Landlord has failed to obtain possession from the existing tenant by December 31, 1995, then, if
Tenant has not theretofore terminated this Lease, this Lease shall terminate as of December 31, 1995. All such
notices shall be in conformance with Article 16 of this Lease.

Section 5.02 Landlord's Work. Landlord, at no cost to Tenant, agrees, upon obtaining possession, to paint the
second floor offices, remove ground floor offices except for lobby and tollets, and install two overhead doors
between warehouse and demolished office area, and clean and seal the warehouse floor, repave the parking lot,
clean and wash all windows and repair landscaping where necessary. Landlord shall immediately and in a diligent
manner, undertake Landlord's work upon obtaining possession of the Premises and obtaining, if required,
governmental building permits, and shall substantially complete such work not later than sixty (60) days thereafter,
which date shall be an estimated completion date, provided, however, that such date shall be extended by any
delay occasioned by scarcity of materials, entry or occupancy by Tenant which inhibits, delays or increases the
cost of construction, strikes, labor disputes, weather conditions which inhibit construction, fires or other
casualties, governmental

restrictions and regulations, delays in obtaining governmental permits, delays in transportation and other delays
beyond the reasonable control of Landlord.

Section 5.03 Continued Certificate of Occupancy. Upon Landlord completing Landlord's work as set forth in
Section 5.02, Tenant shall be responsible to obtain a Continued Certificate of Occupancy. Tenant shall be
required to undertake such work, such as installation of in-rack sprinklers, exit lines and signs, and other
requirements as imposed by the municipality, as required for the issuance of the Continued Certificate of
Occupancy permitting Tenant to use and occupy the Demised Premises for the uses described in the first
sentence of Section 2.01.

Section 5.04 Tenant's License to Install a Racking System Prior to the Commencement Date. At such time as
Landlord has completed its work regarding cleaning and sealing of the warehouse floor, Landlord shall grant a
revocable license to Tenant, to install in the Premises Tenant's racking system. Such license shall be subject to
revocation by Landlord at any time, upon written notice, in the event Landlord reasonably determines that
Tenant's exercise of the license is delaying, interfering or otherwise impeding Landlord's Work.

The installation of racking as contemplated by this
Section 5.04 shall not be deemed, for purposes of Section 5.01, occupancy of the Premises by the Tenant.
However, Tenant shall be deemed to have accepted that portion of the Premises so used for racking upon
installation thereof by Tenant. Tenant, however, prior to exercising the license, shall deliver an insurance
certificate to Landlord, in compliance with the provisions of Paragraph (iv) of Section 6.01. Tenant
acknowledges that neither Landlord nor its agents or employees shall have any liability to Tenant as to Tenant's
property as may placed pursuant to the license in the Demised Premises.

                                                   ARTICLE 6

                              INSURANCE TO BE PROVIDED BY TENANT

Section 6.01 Coverage and Amount. During the Term, Tenant shall maintain policies of insurance at its sole cost
and expense as follows:

(i) Insurance against loss or damage to the Demised Premises by fire and from such other hazards as may be
covered by the form of all risk coverage then in effect (including specifically damage by water, flood or
earthquake) all in an amount sufficient to prevent any coinsurance provision from becoming effective but in any
event ln an amount not less than 100% of the then replacement value of the Building without depreciation except
for flood and earthquake insurance which shall be in the amount of One Million Dollars ($1,000,000.00). This
insurance shall include but not be limited to the following:

a. Boiler and other pressure vessels, plate glass and elevator insurance, if appropriate (Tenant shall have the right
to be self-insured as to plate glass); and

b. Insurance against riot or civil commotion, vandalism, aircraft, sprinkler leakage, all risk endorsement rider (the
SMP allrisk form) or the equivalent, and "Demolition" and "Increased Cost of Construction". In addition to the
foregoing, such insurance shall include, but not be limited to windstorm, hail, explosion, flood or earthquake, riot
and civil commotion, damage from aircraft and vehicles, smoke damage, and such coverage as may be deemed
necessary by the Landlord. These insurance provisions shall in no way limit or modify any of the obligations of the
Tenant under any provision of this Lease to restore the Demised Premises.

Anything contained herein to the contrary not- withstanding, the insurance required by this paragraph shall in all
events be sufficient to comply with the requirements of any fee mortgage and the replacement value shall in no
event be less than FIVE MILLION FIVE HUNDRED THOUSAND and NO/100 Dollars ($5,500,000.00)
except for flood and earthquake insurance which shall be in the amount of One Million Dollars ($1,000,000.00).
Landlord may demand that such replacement value be determined from time to time by an appraiser, engineer,
architect or contractor designated and paid for by Tenant and approved in writing by Landlord. No omission on
the part of Landlord to request any such determination shall relieve Tenant of any of its obligations under this
Article 6.

(ii) Rent insurance, with all risk coverage, in an amount not less than one year's current Basic Rent and Additional
Rent and one year's taxes and premiums for the insurance required by this Article 6.

(iii) If appropriate, boiler and machinery insurance including coverage for pressure vessels with such limits as from
time to time may be reasonably required by Landlord, but not less than $300,000.00 per occurrence with
endorsement for actual replacement cost without depreciation.

(iv) Commercial General Liability Insurance, including property damage, insuring Landlord and Tenant (and any
Mortgagee or other person or persons whom Landlord may designate, called "Additional Insured" in this Lease)
from and against all claims, demands, actions or liability for injury to, or death of any persons and for damage to
property arising from or related to the use or occupancy of the Premises or the operation of Tenant's business.
This policy must contain, but not be limited to, coverage for premises and operations, products and completed
operations, blanket contractual, personal injury, operations, ownership, maintenance and use of owned, non-
owned, or hired automobiles, bodily injury, and property damage. The policy must

have limits in an amount not less than THREE MILLION and NO/100 Dollars ($3,000,000.00) per occurrence
and THREE MILLION and NO/100 Dollars ($3,000,000.00) in the aggregate. This insurance will include a
contractual coverage endorsement specifically insuring the performance by Tenant of its indemnity agreements
contained in this Lease. To the extent Tenant carries commercial general liability insurance in excess of THREE
MILLION and NO/100 Dollars ($3,000,000.00), which protects Tenant as to the Demised Premises, then
Landlord shall have the advantage of the availability of such insurance and shall be named as an additional insured
on such liability insurance in excess of THREE MILLION and NO/100 Dollars ($3,000,000.00).

(v) If a sprinkler shall be located in any part of the Demised Premises, sprinkler leakage insurance in amounts
reasonably satisfactory to Landlord.

(vi) Such other insurance and in such amounts as may from time to time be reasonably required by any fee
mortgagee holding a first mortgage on the Demised Premises against other insurable hazards, which at the time
are commonly insured against, in the case of premises similarly situated.

If by reason of changed economic conditions Landlord's insurance advisor reasonably concludes that these
amounts of coverage or coverages are no longer adequate, then such amount or coverage will be appropriately
increased, or obtained as the case may be.

All policies of insurance carried pursuant to this Article 6 shall name as insured the Landlord, and if required, any
fee mortgagee, as may be specifically designated by Landlord, as their respective interests may appear, provided
however, that rent insurance shall be carried solely in favor of Landlord. To the extent Landlord receives and
applies proceeds of rent insurance, Tenant shall receive a credit against rent payable hereunder.

Subject to the rights of any fee mortgagee, all losses paid under the policy or policies under Article 6 shall be
adjusted by Landlord and the proceeds thereof shall be payable to the Landlord and all such policies shall so
provide.

Section 6.02 Forms, Certificates, Blanket Policies, Renewals, Cancellation. All premiums on policies referred to
in this Lease shall be paid by the Tenant. The originals of such policies or certificates shall be delivered to
Landlord except when such originals are required to be held by any fee mortgagee, in which case, certificates of
insurance shall be delivered to Landlord. Policies or certificates with respect to renewal policies shall be delivered
to Landlord by Tenant not Iess than thirty (30) days prior to the expiration of the original policies or succeeding
renewals, as the case may be, together with receipts or other evidence that the premiums thereon have been paid
for at least one year. In the event the Tenant is not able to deliver the insurance

policies or certificates prior to the renewal date as aforesaid, the Tenant may deliver binders in lieu of such
policies or certificates to the Landlord, provided, however, that the insur- ance policies or certificates shall be
delivered within sixty (60) days after the expiration of the original policies or succeeding renewals but in no event
later than fifteen (15) days prior to the expiration date of the binder. Premiums on policies shall not be financed in
any manner whereby the lender, on default or otherwise, shall have the right or privilege of surrendering or
cancelling the policies. Each policy of insurance required under this paragraph shall have attached thereto an
endorsement that such policy shall not be cancelled or modified without at least thirty (30) days prior written
notice to the Landlord, and if required, to any fee mortgagee, as specifically designated by Landlord. Each such
policy shall contain a provision that no act or omission of Tenant shall affect or limit the obligation of the insurance
company to pay the amount of any loss sustained and a provision waiving any right of the insured aga1nst the
Landlord. Tenant's obligations to carry insurance required by this Lease may be brought within the coverage of a
so-called blanket policy or policies of insurance carried and maintained by Tenant, so long as (i) Landlord and
such other persons will be named as additional insureds under such policies as their interests may appear; and (ii)
the coverage afforded to Landlord and such other persons will not be reduced or diminished by reason of the use
of such blanket policy of insurance; and (iii) all other requirements set forth herein are otherwise satisfied.

Section 6.03 Recognized Insurance Companies. All insurance provided for in this Article 6 shall be effected
under valid and enforceable policies issued by insurers which are licensed to do business in the State of New
Jersey and shall be written on the standard policies of such companies and provide for no deductibles.

Section 6.04 Landlord's Non-Liability, Tenant's Own Insurance. Tenant hereby waives all right of recovery
which it might have against Landlord, Landlord's agents and employees, for loss or damage to Tenant's furniture,
furnishings, fixtures, equipment, chattels and articles of personal property located on the Demised Premises, nor
shall Landlord be liable for any business interruption, or injury to or death of persons occurring in the Demised
Premises, or in any manner growing out of or in connection with Tenant's use and occupation of the leased
premises or the condition thereof, notwithstanding that such loss or damage may result from the negligence or
fault of Landlord. Tenant shall obtain insurance policies covering its furnishings, fixtures, equipment and articles of
personal property (collectively, "Personal Property") in the Demised Premises, and Tenant shall either cause
Landlord to be named as an insured party under such policies (without entitling Landlord to receive any loss
proceeds thereof) or obtain the insurer's waiver of all rights of subrogation against Landlord with respect to losses
insured under such policies.

Tenant shall advise Landlord promptly of the applicable

provisions of such insurance policies and notify Landlord promptly of any cancellation or change therein.

All insurance carried by Tenant as to the Demised Premises or as to any property located thereon or therein,
whether or not such insurance is carried pursuant to this Lease, shall provide that the insurer waives all rights of
subrogation against Landlord with respect to losses insured under such policies.

Section 6.05 Indemnity. Tenant is and shall be in exclusive control and possession of the Demised Premises as
provided herein, and Landlord shall not in any event whatsoever be liable for any injury or damage to any
property or to any person happening on or about the Demised Premises, nor for any injury or damage to the
Demised Premises, nor to any property of Tenant, or of any other person contained therein.

Tenant shall indemnify and save Landlord harmless against and from all liabilities, claims, suits, fines, penalties,
damages, losses, fees, costs and expenses (including reasonable attorneys' fees) which may be imposed upon,
incurred by or asserted against Landlord by reason of:

(i) Any work or thing done in, on or about the Demised Premises or any part thereof;

(ii) Any use, occupation, condition, operation of the Demised Premises or any part thereof or of any street, alley,
sidewalk, curb, vault, passageway, or space adjacent thereto or any occurrence on any of the same;

(iii) Any act or omission on the part of Tenant or any subtenant or any employees, licensees or invitees;

(iv) Any accident injury (including death) or damage to any person or property occurring in, on or about the
Demised Premises; or any part thereof or in, on or about any street, alley, sidewalk, curb, vault, passageway or
space adjacent thereto; and

(v) Any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms or
conditions contained in this Lease, or recording of this Lease. The provisions of this paragraph shall survive the
expiration or earlier termination hereof.

Section 6.06 Fire Insurance Rate and Requirements. Tenant agrees, at its own cost and expense, to comply with
all of the rules and regulations of the Fire Insurance Rating Organization having jurisdiction and any similar body,
and the insurance company insuring the building.

Section 6.07 Waiver of Subrogation. All insurance carried by Tenant as to the Demised Premises or as to any
property located thereon or therein, whether or not such insurance is carried

pursuant to this Lease, shall provide that the insurer waives all rights of subrogation against the Landlord with
respect to losses insured under such policies.

                                                    ARTICLE 7

                      RESTORATION OF DEMISED PREMISES IN THE EVENT
                               OF FIRE OR OTHER CASUALTY

Section 7.01 No Abatement. No damage to the Building by fire or other casualty shall terminate the Lease or
relieve Tenant either from payment of Basic Rent, Impositions and Additional Rent, or from the performance of
Tenant's other obligations hereunder. Such damage or destruction shall not affect the termination of this Lease.
Tenant expressly waives the provisions of N.J.S.A. 46:8- 6 and 46:8-7 and agrees that the foregoing provisions
of this Article shall govern and control in lieu thereof.

Section 7.02 Tenant's Restoration. During the Term, Tenant shall promptly notify Landlord of any damage to the
Demised Premises and shall, at its own cost and regardless of the suf- ficiency of insurance proceeds restore the
Building subject to
Section 8.07 as nearly as possibIe to its condition immediately prior to the damage. Restoration shall be
commenced promptly after the occurrence of any such damage and completed with due diligence.

As promptly as reasonably possible after damage, Tenant shall notify Landlord of its estimate of the cost of
restoration certified correct by Tenant's architect, which architect to be reasonably approved by Landlord, and
provide Landlord with such substantiation thereof as Landlord reasonably requests. If the estimated cost of the
restoration exceeds the insurance proceeds, Tenant shall, prior to the commencement of the restoration, deposit
the deficiency in accordance with Section 7.03. If such determina- tion has not been made when the restoration is
to commence, Tenant shall so deposit the difference between Landlord's estimate of the cost of the restoration
and the insurance proceeds (any deposit by Tenant pursuant to this Section 7.03 being hereinafter referred to as
the "deficiency deposit") and, upon the determination of the estimated cost of the restoration, any excess amount
so deposited shall promptly be refunded to Tenant. Before commencing with any restoration which would cost
more than $50,000.00, Tenant's architect shall prepare plans and specifications therefor, for Landlord's and any
fee mortgagee's approval. There shall be no material deviation from such plans and specifications without
Landlord's and the fee mortgagee's approval. The reasonable expenses of Landlord and the fee mortgagee in
reviewing such plans and specifications and reviewing requests for disbursements shall be paid by Tenant as
Additional Rent.

Section 7.03 Disbursement of Insurance Funds. In the event of such damage or destruction, which would cost
more than FIFTY THOUSAND and NO/100 Dollars ($50,000.00) to restore, any insurance money recovered
by the Landlord shall be paid over to a banking

company selected by the Landlord to act as an Insurance depository, and such Insurance Depository shall pay
out such money from time to time to the Tenant as the repairing, restoration and rebuilding (collectively called the
"work") progresses. All amounts received shall be applied by Tenant to the cost of repairing such damage and
restoring the Demised Premises, and the Tenant shall proceed with reasonable diligence to repair such damage
and to restore the Demised Premises substantially to the condition thereof existing immediately prior to the
occurrence of such damage or destruction. The insurance proceeds shall be paid out by the Insurance Depository
from time to time upon Tenant's written request, accompanied by:

(a) A certificate signed by the Tenant and the architect or engineer in charge of the work, dated not more than
thirty (30) days prior to such request, setting forth the following:

(i) That the sum then requested either has been paid by Tenant, or is justly due to contractors, subcontracitors,
materialmen, engineers, architects or other persons who have rendered services or furnished materials for the
restoration therein specified, the names and addresses of such persons, a brief description of such services and
materials, the several amounts so paid or due to each of said persons in respect thereof, that no part of such
expenditures has been or is being made the basis, in any previous or then pending request, for the withdrawal of
insurance money or has been made out of the proceeds of insurance received by Tenant, and that the sum then
requested does not exceed the value of the services and materials described in the certificate.

(ii) That except for the amount, if any, stated (pursuant to the foregoing subclause (a)(i) in such certificate to be
due for services or materials, there is no outstanding indebtedness known to the persons signing such certificate,
after due inquiry, which is then due for labor, wages, materials, supplies or services in connection with such
restoration which, if unpaid, might become the basis of a vendor's, mechanic's laborer's or materialman's statutory
or similar lien upon such restoration or upon the demised premises, or any part thereof, or upon Tenant's
leasehold interest therein.

(iii) That the cost, as estimated by the persons signing such certificate, of the restoration required to be done
subsequent to the date of such certificate in order to complete the same, does not exceed the insurance money,
plus any amount deposited by Tenant to defray such cost and remaining in the hands of the Insurance Depository
after payment of the sum requested in such certificate.

(iv) The Tenant shall furnish the Insurance Depository at the time of any such payment with an official search or
evidence satisfactory to the Insurance Depository that there has not been filed with respect to the Demised
Premises any mechanic's or other liens which have not been discharged of record.

(b) An opinion of counsel or other evidence, reasonably satisfactory to the Insurance Depository, to the effect
that there has not been filed with respect to the Demised Premises, or any part thereof, or upon Tenant's
leasehold interest therein any vendor's, mechanic's, laborer's, materialman's or other lien which has not been
discharged of record, except such as will be dis- charged by payment of the amount then requested.

(c) If the insurance money in the hands of the Insurance Depository and such other sums, if any, deposited with
the Insurance Depository shall be insufficient to pay the entire cost of such work, the Tenant agrees to pay the
deficiency. Upon completion of the work and payment in full thereof by the Tenant, the Insurance Depository
shall turn over to the Tenant, upon sub- mission of proof satisfactory to the Landlord that the work has been paid
for in full, any insurance money then remaining and such other sums, if any, deposited with the Insurance
Depository then remaining in the hands of the Insurance Depository.

(d) Tenant shall pay all charges and fees, including attorneys' fees, of any bank, trust company or other entity that
performs the functions provided for in Section 7.03 hereof.

Section 7.04. Damage to or destruction of the Demised Premises as aforesaid shall not reduce or abate to rent
herein reserved. Such damage or destruction shall not effect a termination of this Lease. Tenant expressly waives
the provisions of N.J.S.A. 46:8-6 and 46:8-7 and agrees that the foregoing provisions of this paragraph shall
govern and control in lieu thereof.

                                                   ARTICLE 8

                    REPAIRS, MAINTENANCE, UTILITIES, CHANGES
            AND ALTERATIONS COMPLIANCE WITH ORDERS, ETC., EASEMENTS

Section 8.01 Tenant's Repairs and Maintenance. Tenant for and during the Term, at Tenant's sole cost and
expense, assumes all responsibility and obligation for the physical condition of the Demised Premises and its
sidewalks, curbs, grounds, parking area and utilities and shall keep the same in good order and first class
condition free of accumulation of dirt, rubbish, snow and ice, and shall make all necessary repairs thereto, interior
and exterior, structural and non-structural, ordinary and extraordinary and foreseen and unforeseen. When used
in this Article, the term "repairs" shall include all necessary replacements and renewals. All repairs made by
Tenant shall be equal in quality to the original work. The lawns, shrubs and other vegetation will be maintained
and, when required, replaced or renewed. Tenant shall obtain a roof maintenance contract and a maintenance
contract for the heating, ventilation and air conditioning systems in the building. Such contract shall provide for
semi-annual maintenance of the roof and the HVAC systems, and copies of the maintenance agreements shall be
submitted to Landlord, together with an annual report of the maintenance company as to the condition and repairs

made to the roof and the systems. In the event the Tenant shall fail to maintain the premises as afoeesaid, the
Landlord may serve notice upon the Tenant to correct same and if the Tenant shall fail to do so within 15 days
after notice, the Landlord is authorized to take whatever action the Landlord deems reasonably necessary to
maintain the Demised Premises, all at the expense of the Tenant. The Tenant shall under no circumstances, paint
either the inside or the outside of the masonry walls or the concrete floors without first obtaining Landlord's
written consent. Upon surrender, if Tenant shall violate this undertaking, then, Tenant shall cause any such
painting to be removed and the finish restored to its original condition.

Section 8.02 Landlord's Responsibility. Provided Tenant notifies Landlord of the necessity of the repair prior to
the last day of the twelfth (12th) month of the Term, Landlord, at its sole cost and expense, shall at the request of
Tenant remedy all material defects in workmanship and materials used in the construction of the building which
results in an interference with Tenant's reasonable use of the Premises, evidence of which shall appear or be
discovered on or before the last day of the twelfth
(12th) month of the Lease Term. Notwithstanding the foregoing, if Tenant shall make any change or alteration,
structural or otherwise, to any portion of the building or lands, Landlord's obligations as heretofore provided shall
not thereafter extend to the portion of the building or the Premises so changed or altered by Tenant to the extent
any portion thereof is adversely affected by the change or alteration. If such change or alteration made by Tenant
affects any warranty which Landlord obtained, Landlord shall be excused from Landlord's obligation to the extent
such warranty is abrogated, voided or diminished. Landlord's liability under this section is limited to repair or
correction of the defect or condition to be rectified and Landlord shall not be liable for any consequential loss or
damage.

On the commencement date of the Lease, the roof will be free of leaks.

Section 8.03 Utilities. Tenant shall make arrangements directly with the appropriate utility companies for the
supply of gas, electricity, water, light, power, telephone and shall pay all fees, expenses and charges therefore to
such companies.

Section 8.04 Tenant's Responsibility. Landlord shall not be required to furnish any services or facilities or to
make any repairs or alterations on or to the Building or the Demised Premises and Tenant assumes the full
responsibility for the condition, operation, repair, replacement, maintenance and management of the Demised
Premises.

Section 8.05 Compliance. During the Term, Tenant, at its cost, shall promptly comply with all present and future
laws, ordinances, or other governmental regulations (including, but not limited to, the Americans with Disabilities
Act of 1990-ADA) and

all present and future applicable requirements of the Fire Insurance Rating Organization of New Jersey (or other
body exercising similar functions), whether or not the same requires structural repairs or alterations, foreseen or
unforeseen, ordinary as well as extraordinary, which may be applicable to the Demised Premises, the fixtures and
equipment thereof, or the use or manner of use of the Demised Premises. Tenant agrees to comply with all zoning
ordinances and the responsibility for specific use or uses shall be that of the Tenant and the Landlord makes no
representation as to any permissive use.

Tenant may contest the validity of any such requirement at its expense and defer compliance therewith pending
such contest, provided such deferral shall neither constitute a default under any mortgage of the Landlord or
cause the imposition of any lien against the Demised Premises nor subject Landlord to any criminal or civil
liability.

Section 8.06 Environmental Compliance. Tenant agrees, that under all circumstances, Tenant shall comply with all
federal, state and local laws, ordinances, rules and regulations which are applicable, as to the conduct of Tenant's
business as it relates, to the environment, including but not limited to, spillage, pollution, and storage. Tenant
hereby represents that its Standard Industrial Classification number ("S.I.C.") is 5190 and its operations shall
consist of only those activities otherwise set forth in the first sentence of Section 2.01. Tenant will not permit the
operations at the Premises to so change so that the S.I.C. designation heretofore enumerated will change.

Tenant shall, prior to July 30, 1995, obtain its own environmental consultant to do such audit and investigation of
the Demised Premises as Tenant deems appropriate or necessary, to satisfy Tenant as to the environmental
condition of the Premises. If, in the sole judgment of the Tenant, such environmental audit and investigation is not
satisfactory to Tenant, then Tenant shall have the right to terminate this Lease, provided and subject, however,
that such right shall be exercised on or before July 30, 1995, TIME BEING OF THE ESSENCE, and such
notice of termination is served together with a copy of all of Tenant's environmental reports so obtained. The right
to terminate this Lease shall be void and without further force and effect subsequent to July 30, 1995, if Tenant
has not theretofore exercised its right of termination. All such notices shall be in conformance with Article 16 of
this Lease.

Notwithstanding any provision of the Industrial Site Recovery Act, N.J.S.A. 13:lK-6, et seq., and the regulations
promulgated thereunder, and any successor or amended legislation or regulations ("ISRA") to the contrary, if
Tenant is operating an "industrial establishment" as that term is defined in ISRA, Tenant shall, at its own cost and
expense, comply with ISRA whenever an obligation to do so arises, including by reason of a closing, terminating
or transferring operations. Tenant shall, at its own cost and expense, make all submissions to, provide all
information

to, and comply with all requirements of the New Jersey Department of Environmental Protection & Energy
("DEPE") pursuant to ISRA. Should the DEPE determine that a Remediation Action Work Plan must be
prepared and that remediation must be undertaken because of any spills or discharge of a hazardous substance or
hazardous waste (as those terms are defined in ISRA) at the premises, then Tenant shall, at Tenant's own
expense, prepare and submit the required documents and remediation funding source, and carry out the
approved plans. Landlord covenants and agrees with Tenant that Tenant shall not be responsible for any
environmental cleanup costs solely related to a spill or discharge of hazardous substance or hazardous waste
which occurred prior to the commencement date of the Lease. At no expense to the Landlord, Tenant shall
promptly provide all information requested by Landlord regarding or in furtherance of ISRA compliance. Tenant
shall sign any affidavit submitted to it by Landlord which is true, accurate and complete; and if an affidavit is not
true, accurate and complete, Tenant shall supply the necessary information to make it true, accurate or complete
and shall then sign the same. Tenant shall promptly supply Landlord with any notices, correspondence or
submissions of any nature made by Tenant to, or received by Tenant from, the DEPE, United States
Environmental Protection Agency, or any local, state or federal authority concerning compliance with applicable
Environmental Law. In the event Tenant uses, stores or generates hazardous substances, as that term is otherwise
defined in this Lease, Tenant will so advise Landlord. In such event, Tenant shall, if requested by Landlord, but
no more frequently than annually, supply the Landlord a list of all such hazardous substances used, generated or
stored at the Demised Premises during the preceding twelve (12) months. Information to be provided shall be in a
narrative report, including a description and quantification of hazardous substances and wastes which were
generated, manufactured, stored or disposed of at the Premises during the preceding twelve (12) months. In
addition to the foregoing, if Tenant uses, stores or generates hazardous substances, as that term is otherwise
herein defined in this Lease, then Landlord shall have the right to require Tenant to hire a consultant, reasonably
satisfactory to the Landlord, to undertake an Environmental Site Assessment and Site Investigation, as those
terms are defined in ISRA, and if that report indicates a spill or discharge of hazardous substance at the Premises,
an appropriate report will be filed with the applicable governmental agencies and Tenant shall Remediate the spill
or discharge in accordance with ISRA and other applicable Environmental Laws.

In the event a lien shall be filed (i) against the Premises during the term of this Lease arising out of hazardous
substances or hazardous waste spilled or discharged after the commencement date of this Lease, or (ii) after the
commencement of the term of this Lease arising from a violation of applicable Environmental Law which occurred
during the term of this Lease, then Tenant shall, within thirty (30) days from the time Tenant is given notice of the
lien, pay the claim and remove the lien from the Premises.

Subject to the last paragraph of this Section 8.06, Tenant shall indemnify, defend and hold harmless from all fines,
suits, procedures, claims, liabilities, costs and actions of any kind, including counsel fees (including those to
enforce this indemnity), arising out of or in any way connected with any spills or discharges of hazardous
substances or hazardous waste at the Premises, except those which occurred as otherwise provided in the
immediately succeeding paragraph of this section; and from all fines, suits, procedures, claims, liabilities, costs and
actions of any kind, including counsel fees (including those to enforce this indemnity), arising out of Tenant's
failure to comply with the provisions of this Section 8.06. Tenant's obligations and liabilities under this Section
8.06 shall survive the expiration or earlier termination of this Lease and shall continue so long as Landlord remains
responsible or liable for either any spills or discharges of hazardous substances or hazardous waste at the
Premises or any violation of applicable Environmental Laws. Tenant's failure to abide by the terms of this Section
8.06 shall be enforceable by injunction. The undertaking of the Tenant hereunder shall survive termination of this
Lease, provided and subject, however, that Tenant's responsibility shall only apply as to violation of
Environmental Laws which occurred during Tenant's Lease term. If Tenant can prove in a reasonable manner that
a violation of Environmental Laws did not occur during Tenant's Lease term, then, after such events, Tenant shall
have no responsibility or liability as to any such noncompliance.

Landlord covenants and agrees with Tenant that Tenant shall not have any liability for either the storage of, a spill
of or discharge of a Hazardous Substance which occurred prior or subsequent to this Lease Term, or occurred
by reason of a spill or discharge of a Hazardous Substance on lands other than the Demised Premises and such
storage of, spill of or discharge is not due to any act or omission of Tenant or Tenant's officers, directors,
employees, agents or invitees.

If Landlord or Landlord's prior tenants at the Demised Premises caused a spill or discharge of hazardous
substance or hazardous waste at the Premises, then as to either of such events, Landlord will defend, indemnify
and hold Tenant harmless from all fines, suits, proceedings, claims, liabilities, costs and actions of any kind,
including counsel fees (including those to enforce this indemnity), arising out of or in any way connected with a
spill or discharge of hazardous substance or hazardous waste at the Premises directly caused by Landlord or by a
prior tenant of Landlord.

Section 8.07 Alterations. During the Term, Tenant shall not make structural alterations but may, at its cost, make
non-structural alterations to the Demised Premises necessary for the conduct of its business, subject to the
following:

(a) Tenant shall first obtain requisite permits and authorizations from governmental authorities having jurisdiction;

(b) Obtain Landlord's, and if required, the fee mortgagee's, prior written consent, (which Landlord's consent not
to be withheld if the change or alteration would not, in the reasonable opinion of the Landlord, impair the value or
usefulness of the Building or any part of the Demised Premises).

(c) Any alterations shall be made promptly (unavoidable delays excepted), in a workmanlike manner in
accordance with any alteration plans and in compliance with applicable laws and governmental regulations;

(d) The cost of the alterations shall be paid by Tenant so that the Demised Premises remains free of any liens;

(e) If requested by Landlord, post with Landlord adequate security to assure restoration of the premises at the
end of the Term;

(f) Tenant shall maintain Workmen's Compensation Insurance covering all persons on whose behalf death or
injury claims could be asserted, until the alteration is completed;

(g) No change or alterations shall, when completed, tie in or connect the Demised Premises with any other
building on adjoining property.

(h) During such time as Tenant shall be constructing any improvements, Tenant, at its sole cost and expense, shall
carry, or cause to be carried, (i) Workmen's Compensation Insurance covering all persons employed in
connection with the improvements in statutory limits, (ii) a completed operations endorsement to the Commercial
General Liability Insurance policy referred to in
Section 6.1(iv), (iii) Builder's Risk Insurance, completed value form, covering all physical loss, in an amount
reasonably satisfactory to Landlord, and (iv) such other insurance, in such amounts, as Landlord deems
reasonably necessary to protect Landlord's interest in the Demised Premises from any act or omission of Tenant's
contractors or subcontractors.

(i) No permitted alteration shall be undertaken until detailed Plans and Specifications have first been submitted to
and approved in writing by Landlord, and, if required, by the fee mortgagee. At the completion of the alteration
or restoration under Article 7, "as-built" plans shall be delivered to Landlord.

Section 8.08 Restoration. Any alteration made by Tenant under Article 8 hereof shall, at Landlord's option,
become Landlord's property, or, at the election of Landlord, shall be removed by the Tenant thirty (30) days
prior to the termination of the Term and the Demised Premises shall be restored to its condi- tion prior to such
alteration. The security deposited under
Section 8.06(e) hereof shall be returned to the Tenant at the end of the Term if Landlord elects to have such
improvement remain, or, returned to Tenant after restoration by Tenant if Landlord directs that said alteration be
removed and the premises restored.

Section 8.09. Landlord hereby reserves to itself its successors and assigns the right to construct, maintain and use
ingress and egress easements, railroad easements, utility ease- ments, drainage easements, across, over and
under the Demised Premises, to or from other lands now owned or in the future ac- quired by the Landlord,
provided however, that the same be at the cost of the Landlord and does not unreasonably interfere with the use
of the Demised Premises by the Tenant.

                                                    ARTICLE 9

                   LEASE PROVISION AGAINST ASSIGNMENT, MORTGAGE,
                 OR SUBLET BY TENANT WITHOUT LANDLORD'S PERMISSION,
                           LANDLORD'S RIGHT OF RECAPTURE

Section 9.01. Tenant covenants and agrees for Tenant and its successors, assigns, and legal representatives, that
neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, will be assigned,
mortgaged, pledged, encumbered or otherwise transferred (whether voluntarily, involuntarily, by operation of law,
or otherwise), and that neither the Demised Premises, nor any part thereof, will be encumbered in any manner by
reason of any act or omission on the part of Tenant, or will be used or occupied, or permitted to be used or
occupied, or utilized for desk space or for mailing privileges or as a concession, by anyone other than Tenant, or
for any purpose other than as hereinbefore set forth, or will be sublet, without the prior written consent of
Landlord in every case; provided, however, that, if Tenant is a corporation, the assignment or transfer of this
Lease, and the term and estate hereby granted, to any corporation into which Tenant is merged or consolidated
or to which its assets are sold (such corporation being hereinafter in this Article called "Assignee") without the
prior written consent of Landlord shall not be deemed to be prohibited hereby if, and upon the express condi-
tion that, Assignee shall promptly execute, acknowledge, and deliver to Landlord an agreement in form and
substance satis- factory to Landlord whereby Assignee shall assume and agree to perform and to be personally
bound by and upon, all the covenants, agreements, terms, provisions, and conditions set forth in this Lease on the
part of Tenant to be performed, and whereby Assignee shall expressly agree that the provisions of this Article
shall, notwithstanding such assignment or transfer, continue to be binding upon it with respect to all future
assignments and transfers and provided such Assignee shall prove to the satisfaction of Landlord that its net
worth is at least equal to that of Tenant as of the date hereof.

Section 9.02. Subject to Section 9.01 hereof, which shall take precedence over the provisions hereof, in the
event Tenant desires Landlord's consent to an assignment or subletting of all or any part of the Demised
Premises, Tenant, by notice in writing,
(a) shall notify Landlord of the name of the proposed assignee or subtenant, such information as to the proposed
assignee's or sub-

tenant's financial responsibility and standing as Landlord may require, and a copy of the proposed assignment or
sublease executed by all parties; and (b) shall offer to vacate the space covered by the proposed area to be
subleased or the entire Demised Premises in the event of an assignment (as the case may be) and to surrender the
same to Landlord as of a date (the "Surrender Date") specified in said offer that shall be the last day of any
calendar month during the term hereof, provided, however, that the Surrender Date shall not be earlier than the
date occurring ninety (90) days after the giving of such notice nor be later than the effective date of the proposed
assignment or the commencement date of the term of the proposed sublease. Landlord may accept such offer in
writing by notice to Tenant given within thirty (30) days after the receipt of such notice from Tenant. If Landlord
accepts such offer, Tenant shall surrender to Landlord, effective as of the Surrender Date, all Tenant's right, title,
and interest in and to the portion of the Demised Premises covered by the proposed sublease, or, if Tenant
proposes to sublet the entire Demised Premises, or assign this Lease, all Tenant's right, title and interest in and to
the entire Demised Premises. In the event of such surrender by Tenant of a portion of the Demised Premises,
then, effective as of the date immediately following the Surrender Date, the Basic Rent shall be reduced by an
amount equal to that portion of the Basic Rent that is allocable to the space so surrendered, and the Additional
Rent shall be equitably adjusted. If the entire premises be so surrendered by Tenant, this Lease shall be cancelled
and terminated as of the Surrender Date with the same force and effect as if the Surrender Date were the date
hereinbefore specified for the expiration of the full term of this Lease.

In the event of any such surrender by Tenant of the Demised Premises or a portion thereof, Landlord and Tenant
shall, at the request of either party, execute and deliver an agreement in recordable form to the effect(s)
hereinbefore stated.

Section 9.03. In the event Landlord does not accept such offer of Tenant referred to in Section 9.02 hereof,
Landlord covenants not to unreasonably withhold its consent to such proposed assignment or subletting by
Tenant of such space to the proposed assignee or subtenant on said covenants, agreements, terms, provisions,
and conditions set forth in the notice to Landlord referred to in clause (a) of the first sentence of Section 9.02
hereof; provided, however, that Landlord shall not in any event be obligated to consent to any such proposed
assignment or subletting unless:

(a) The use of the proposed assignee or subtenant is (i) for warehousing of products which are non-hazardous
and are not "toxic pollutants" (ii) does not violate any of the negative covenants as to use as contained in this lease
and (iii) is in keeping with the then standards of Landlord as to the use of the Building.

(b) The proposed assignee or subtenant shall be the

actual user of the premises and shall agree that it shall not have the right to sublease the premises or subsequently
assign the Lease;
(c) The proposed assignee or subtenant is not then a tenant or occupant of any part of the industrial park in which
the Demised Premises are located;

(d) There shall be no default by Tenant under any of the terms, covenants, and conditions of this Lease at the time
that Landlord's consent to any such assignment or subletting is requested and on the effective date of the
assignment or the proposed sublease;

(e) Tenant shall reimburse Landlord for any reasonable expenses that may be incurred by Landlord in connection
with the proposed assignment or sublease, including without limitation the reasonable costs of making
investigations as to the acceptability of a proposed assignee or subtenant and reasonable legal expenses incurred
in connection with the granting of any requested consent to the assignment or sublease;

(f) The proposed assignment shall be for a consideration or the proposed subletting shall be at a rental rate not
less than the rental rates then being charged under leases being entered into by landlord for comparable space in
the Building and any other similar buildings owned or operated by Landlord in a radius of five
(5) miles from the Demised Premises and for a comparable term.

(g) Such permitted assignment shall be conditioned upon Tenant's delivery to Landlord of an executed instrument
of assignment (wherein the assignee assumes, jointly and severally with Tenant, the performance of Tenant's
obligations hereunder).

(h) Such permitted sublease shall be conditioned upon Tenant's delivery to Landlord of an executed instrument of
sublease (wherein Tenant and such sublessee agree that such sublease is subject to the Lease and such sublessee
agrees that, if the Lease is terminated because of Tenant's default, such sublessee shall, at Landlord's option,
attorn to Landlord).

(i) Tenant shall at Tenant's own expense first comply with ISRA and fulfill all of Tenant's environmental
obligations under this Lease which also arise upon termination of Tenant's Lease term. If this condition shall not
be satisfied, then Landlord shall have the right, to withhold consent to a sublease or assignment.

Section 9.04. Each subletting pursuant to this Article shall be subject to all the covenants, agreements, terms,
provisions, and conditions contained in this Lease. Tenant covenants and agrees that, notwithstanding such
assignment or any such subletting to any subtenant and/or acceptance of Basic Rent or Additional Rent by
Landlord from any subtenant, Tenant shall and will remain fully liable for the payment of the Basic Rent and
Additional Rent due and to become due hereunder and for the performance of all the

covenants, agreements, terms, provisions, and conditions contained in this Lease on the part of Tenant to be
performed. Tenant further covenants and agrees that, notwithstanding any such assignment or subletting, no other
and further assignment, underletting, or subletting of the Demised Premises or any part thereof shall or will be
made except upon compliance with the subject to the provisions of this Article. Tenant shall promptly furnish to
Landlord a copy of each such sublease.

Section 9.05. If this Lease be assigned, or if the Demised Premises or any part thereof be sublet or occupied by
anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, subtenant, or
occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, subletting,
occupancy, or collection shall be deemed a waiver by Landlord of any of Tenant's covenants contained in this
Article or the acceptance of the assignee, subtenant, or occupant as Tenant, or a release of Tenant from the
further performance by Tenant of covenants on the part of Tenant herein contained.

Section 9.06. If for any assignment or sublease, Tenant receives rent or other consideration, either initially, or
over the term of the assignment or sublease, in excess of the rent called for hereunder, or in the case of the
sublease of a portion of the demised premises, in excess of such rent fairly allocable to such portion, after
appropriate adjustment to assure that all other payments called for hereunder are appropriately taken into
account, Tenant shall pay the Landlord, as additional rent hereunder, one half (1/2) of the excess of each such
payment of rent or other consideration received by Tenant promptly after its receipt.

Section 9.07 In the event Tenant subleases a portion of the premises to an entity which is a wholly owned
subsidiary or division of the Tenant, then in such event, the provisions of
Section 9.06 shall not be applicable as to any such sublease, and the provisions of Section 9.02 shall not be
applicable to any such sublease. However, Tenant shall comply with the other provisions of this Article 9. Tenant
shall not be prohibited from permitting wholly owned subsidiaries or a division thereof from occupancy of the
premises under Tenant's leasehold rights.

Section 9.08 As to Section 9.03, Landlord agrees within fifteen (15) business days of receipt of Tenant's request
for a consent to an assignment of subletting, to respond to Tenant.

                                                   ARTICLE 10

    LANDLORD'S REMEDIES IN EVENT OF THE TENANT'S DEFAULT OR BANKRUPTCY

Section 10.01 Events of Default. If any one or more of the following events (hereinafter called "events of default")
occurs:

(a) Tenant shall default in payment of any installments

of rent or other sums required to be paid by Tenant under this Lease, which default shall continue for ten (10)
days after written notice thereof by Landlord to Tenant; or in the observance or performance of any other
covenant or provision of this Lease and such default continues for thirty (30) days after notice of such default
from Landlord (unless such default cannot be cured within
(30) days) and Tenant commences to cure such default within such 30 days and diligently proceeds to cure such
default; or

(b) If the Demised Premises shall be left vacant or unoccupied or be deserted for a period of sixty (60) days; or

(c) Tenant shall make an assignment for the benefit of creditors;

(d) Tenant shall attempt to transfer, assign or sublet or hypothecate this Lease except as otherwise specifically
permitted in Article 9 hereof; or

(e) A voluntary petition is filed by Tenant under any laws for the purpose of adjudication of Tenant as a bankrupt
or the extension of the time of payment, composition, arrangement, adjustment, modification, settlement or
satisfaction of the liabilities of Tenant, or the reorganization of Tenant under the Bankruptcy Act of the United
States or any future laws of the United States having the same general purpose, or receivers appointed for Tenant
by reason of insolvency or alleged insolvency of Tenant; an involuntary petition shall be filed against Tenant for
such relief and shall not be dismissed within sixty (60) days;

Upon the happening of an event of default, and such event of default is not cured within the time periods as
otherwise hereinbefore set forth, then Landlord, notwithstanding any other right or remedy it may have under the
Lease, at law or in equity, may terminate the Lease, by notice to Tenant setting forth the basis therefor and
effective not less than seven (7) days thereafter, whereupon, upon such effective date, the Lease shall terminate
(with the same effect as if such date were the date fixed herein for the natural expiration of the Term), Tenant shall
surrender the demised premises to Landlord and Tenant shall have no further rights hereunder, but Tenant shall
remain liable as hereinafter provided. In such event, Landlord may, without further notice, enter the demised
premises, repossess the same and dispossess Tenant and all other persons and property therefrom.

Section 10.02 Landlord's Damages. If Landlord so terminates the Lease, Tenant shall pay Landlord, as damages:

(a) A sum which represents any excess of (i) the aggregate of the rent, impositions and additional rent for the
balance of the term if the Lease were not so terminated, over (ii) the net rental value of the demised premises at
the effective date of such termination, both discounted at the rate of four (4) percent per annum; or, at Landlord's
option,

(b) Sums equal to the rent, impositions and additional rent, when the same would have been payable if not for
such termination, less any net rents received by Landlord from any reletting, after deducting all costs incurred in
connection with such termination and reletting (but Tenant shall not receive any excess of such net rents over such
sums).

Landlord may commence actions or proceedings to recover such damages or installments thereof at any lawful
time. No provision hereof shall be construed to preclude Landlord's recovery from Tenant of any other damages
to which landlord is lawfully entitled.

Section 10.03 Nonexclusivity. No right or remedy herein con- ferred upon Landlord is intended to be exclusive
of any other right or remedy herein or by law provided, but each shall be cumulative and subject to the grace and
notice provisions of Section 10.01 hereof, in addition to every other right or remedy given herein or now or
hereafter existing at law or in equity or by statute. Landlord shall be entitled, to the extent permitted by law, to
injunctive relief in case of the violation, or attempted or threatened violation, of any of the provisions of this
Lease, or to a decree compelling observance or performance of any provision of this Lease, or to any other legal
or equitable remedies. Nothing herein contained shall limit or prejudice the right of the Landlord in any
bankruptcy or reorganization or insolvency proceeding, to prove for and obtain as liquidated damages by reason
of such termination an amount equal to the maximum allowed by any bankruptcy or reorganization or insolvency
proceedings, or to prove for and obtain as liquidated damages by reason of such termination, an amount equal to
the maximum allowed by any statute or rule of law, whether such amount shall be greater or less than the excess
referred to in Section 10.02.

Section 10.04 Landlord's Right to Perform Tenant's Covenants. If Tenant shall fail to pay any tax, pay for or
maintain or deliver any of the insurance policies or shall fail to make any other payment or perform any other act
which Tenant is obligated to make or perform under this Lease, then, Landlord after notice to Tenant may
perform for the account of Tenant any covenant in the perfor- mance of which Tenant is in default. Tenant shall
pay to the Landlord as additional rent, upon demand, any amount paid by Landlord in the performance of such
covenant in any amount which Landlord shall have paid by reason of failure of Tenant to comply with any
covenant or provision of this Lease, including reasonable attorneys fees incurred in connection with the
prosecution or defense of any proceedings instituted by reason of default of Tenant, together with interest at the
maximum lawful rate of in- terest then allowed by the State of New Jersey, but not more than two (2%) percent
per month from the date of payment by Landlord until paid by Tenant.

Section 10.05 No Waiver. No waiver by Landlord of any breach by Tenant of any of Tenant's obligations
hereunder shall be a

waiver of any subsequent breach or of any obligation, agreement or covenant, nor shall any forbearance by
Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of Landlord's rights and remedies
with respect to such or by subsequent breach.

Section 10.06 Right of Re-Entry. In the event that the termination of this Lease is the result of any election
exercised by Landlord pursuant to the terms of this Article, the Landlord shall be entitled to the rights, remedies
and damages set forth in this Article and elsewhere in this Lease. Tenant waives the service of notice of intention
to re-enter as provided for in any statute and also waives any and all right of redemption in case Landlord obtains
possession by reason of Tenant's default. Tenant waives any and all right to a trial by a jury in the event that
summary proceedings shall be instituted by Landlord. The terms "enter", "re-enter", "entry" or "reentry", as used
in this Lease are not restricted to their technical legal meaning.

Section 10.07 Payment of Landlord's Counsel Fees and Other Costs. Tenant shall pay the Landlord as additional
rent, upon demand, Landlord's reasonable attorneys fees incurred by Landlord in connection with the prosecution
or defense of any proceeding instituted by reason of default of Tenant, together with interest on such sum at the
rate of two (2%) percent per month from the date of payment by Landlord until repaid by Tenant to Landlord,
this covenant to survive the expiration or sooner termination of this Lease.

Section 10.08 Noncurable Default. If Tenant fails, on four
(4) separate occasions in any twelve (12) month period during the Term hereof, to make payment of the rent and
or additional rent and or late charges on or before the due date, then, whether or not Tenant ultimately makes and
Landlord accepts the required payment after the due date, such failure shall entitle Landlord, upon or at any time
after such fourth separate occasion, to pursue the remedies provided in this Article, said circumstances being
hereby declared a default no longer susceptible of being cured or removed by Tenant.

                                                  ARTICLE 11

         SUBORDINATION OF LEASE TO MORTGAGE ON THE DEMISED PREMISES
Section 11.01 Subordination to Mortgages. At the option of Landlord, this Lease shall either be:

(a) Subject and subordinate to all mortgages which may now or hereafter affect the Demised Premises, and to all
renewals, modifications, consolidations, replacements or extensions thereof, provided however, that the holder of
any such mortgage shall execute with Tenant a Non-Disturbance Agreement hereinafter described; or

(b) This lease shall be paramount in priority as an encumbrance against the Demised Premises with respect to the
lien of any mortgage which may now or hereafter affect the Demised

Premises and to all renewals, modifications, consolidations, replacements and extensions thereof.

Section 11.02 Non-Disturbance Agreement. The non- disturbance agreement referred in Section 11.01 shall be
an agreement in recordable form between Tenant and the holder of such mortgage, binding on such holder and on
future holders of such mortgages, or an agreement by such holder expressed in such mortgage, which shall
provide in substance that, so long as Tenant is not in default under any of the terms, covenants, provisions or
conditions of this Lease, neither such holder nor any other holder of such mortgage shall name or join Tenant as a
party-defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the term hereof
be terminated (except as permitted by the provisions of this Lease) or otherwise affected by enforcement of, any
rights given to any holder of such mortgage, pursuant to the terms, covenants or conditions contained in such
mortgage or any other document held by any holder or any rights given to any holder as a matter of law. Upon
request of holder of a mortgage to which this Lease becomes subordinate, Tenant shall execute, acknowledge
and deliver to such holder an agreement to attorn to such holder as Landlord if such holder becomes Landlord
hereunder and/or execute, acknowledge and deliver to such holder an agreement not to pay the Basic Rent for a
period of more than one (1) month in advance.

                                                  ARTICLE 12

                                    EXONERATION OF INDIVIDUALS

Section 12.01 Exoneration. Neither Landlord, nor its successors or assigns, shall have any personal liability in
respect to any of the covenants or conditions of this Lease. The Tenant shall look solely to the equity of the
Landlord in the Demised Premises for satisfaction of the remedies of the Tenant in the event of a breach by the
Landlord of any of the covenants or conditions of this Lease and no other property or assets of Landlord shall be
subject to levy, execution or other enforcement procedure for the satisfaction of Tenant's remedies in the event of
a breach or violation by Landlord of any of the terms of this Lease or any other liability which the Landlord might
have to the Tenant. Whenever Tenant claims that Landlord is liable to Tenant by reason of any obligation of
Landlord under this Lease, Tenant's remedies shall be restricted to a declaratory judgement and injunction for the
relief sought, and shall exclude money damages in excess of in total One Million ($1,000,000.00 Dollars.

Section 12.02 The provisions of this Section 12.01 shall not be applicable to Landlord's obligations under Article
23 "Security."

                                                  ARTICLE 13

                                       COVENANT AGAINST LIENS

Section 13.01 No Liens. Tenant shall neither create nor permit to be created or exist any lien or encumbrance
affecting the Demised Premises and shall discharge, promptly upon notice, any lien or encumbrance arising out of
any act or omision of Tenant. Notice its hereby given that Landlord shall not be liable for any work performed or
to be performed at the Demised Premises for Tenant, or for any materials furnished or to be furnished at the
Demised Premises for Tenant, upon credit and that no mechanic's or other lien for such work or materials shall
attach to or affect the estate or interest of Landlord in and to the Demised Premises.

                                                  ARTICLE 14

                                             EMINENT DOMAIN

Section 14.01 Total Condemnation. If at any time during the Term the whole of the Building shall be taken for
any public or quasi-public use under any statute, or by right of eminent domain, or a part of the Building
consisting of more than fifty (50%) percent of the Building area shall be so taken, the Term and all rights of the
Tenant shall immediately cease and terminate as of the date of such taking, and the Basic Rent and Additional
Rent shall be apportioned and paid to the time of such termination.

Section 14.02 Partial. In the event that only a part of the Building area constituting fifty (50%) percent or less
shall be so taken, the Landlord or Tenant may elect to cancel this Lease provided Landlord, within ninety (90)
days after such taking, gives notice to that effect and upon the giving of such notice, the Basic Rent and
Additional Rent shall be apportioned and paid to the date of the expiration of the Term and this Lease and the
Term shall cease, expire and come to an end upon the expiration of said ninety
(90) days specified in said notice. If the Landlord shall not elect to terminate as heretofore provided, this Lease
shall remain unaffected except the Tenant shall be entitled to a pro rata reduction of Basic Rent, based on the
proportion which the area of the Building so taken bears to the area of the Building immediately prior to such
taking.

Section 14.03 Award. In case of any taking, whether involving the whole or any part of the Demised Premises
and regardless of whether this Lease survives, the entire award shall be paid to the Landlord and the Tenant
hereby assigns such award or awards to the Landlord. It is specifically understood and agreed between Tenant
and Landlord that Tenant shall have no right to participate in any condemnation award for any claim whatsoever
for the unexpired leasehold, claims for fixtures, claims for improvements, claims for value of options, if any,
granted hereunder, or options to extend the term of this Lease, or any other claims whatsoever. Tenant hereby
waives all rights to any portion of the Award including, without limitation, any such rights arising from any
termination of Tenant's leasehold interest hereunder.

Section 14.04 Definition of "Taking". For purpose of this

Article 14, a "Taking" shall include any conveyance made in response to a bona fide threat of condemnation.

Section 14.05 Tenant's Moving Expense. If the condemning authority permits Tenant, in a proceeding separate
from Landlord's proceeding, to seek recovery of its moving expenses, and if such recovery shall not diminish or
affect the Award otherwise payable to Landlord, then Tenant may, in such separate proceeding, seek recovery
for its moving expenses.

Section 14.06 Other Tenant's Rights. Tenant shall have the right, in the event of any Taking which results in
termination of this Lease, to remove its trade fixtures and other personal property from the Demised Premises.

                                                   ARTICLE 15

                                           ACCESS TO PREMISES

Section 15.01 Access. The Tenant agrees to permit the Landlord and the authorized representatives of the
Landlord to enter the Demised Premises at all times during usual business hours upon reasonable notice, provided
Landlord does not unreasonably interfere with the normal business operations of Tenant, for the purpose of
inspecting the same and upon Tenant's failing to make repairs or failing to comply with laws, ordinances, rules,
regulations or requirements, etc., making all necessary repairs to the Demised Premises and performing any work
therein that may be necessary to comply with any laws, ordinances, rules, regulations or requirements of any
public authority or of the Board of Fire Underwriters or any similar body or that the Landlord may deem
necessary to prevent waste or deterioration in connection with the Demised Premises. Nothing herein shall imply
any duty upon the part of the Landlord to do any such work which, under any provision of this Lease, the Tenant
may be required to perform, and the performance thereof by the Landlord shall not constitute a waiver of the
Tenant's default in failing to perform the same. The landlord may during the progress of any work in the Demised
Premises keep and store upon the Demised Premises all necessary materials, tools and equipment. The Landlord
shall not in any event be liable for inconvenience, annoyance, disturbance, loss of business or other damage of the
Tenant by reason of making repairs or the performance of any work in the Demised Premises, or on account of
bringing materials, supplies and equipment into or through the Demised Premises during the course thereof, and
the obligations of the Tenant under this Lease shall not thereby be affected in any manner whatsoever.

The Landlord is hereby given the right during usual business hours to enter the Demised Premises upon
reasonable notice, provided that Landlord does not unreasonably interfere with the normal business operations of
Tenant, and to exhibit the same for the purposes of sale or hire during the final nine months of the Term and the
Landlord shall be entitled to display, on the

Demised Premises in such manner as not unreasonably to interfere with the Tenant's business, the usual "For
Sale" or "To Let" signs, and the Tenant agrees that such signs may remain unmolested upon the Demised
Premises.

                                                    ARTICLE 16

                                                     NOTICES

Section 16.01 Notices. All notices, demands and requests which may or are required to be given by either party
to the other shall be in writing. All notices, demands and requests by the Landlord to the Tenant shall be sent by
United States Certified Mail, postage prepaid, addressed to the Tenant at the address specified on the first page
of this Lease or at such other place as the Tenant may from time to time designate in a written notice to the
Landlord. All notices, demands and requests by the Tenant to the Landlord shall be sent by United States
Certified Mail, postage prepaid, Return Receipt Requested, addressed to the Landlord at the address shown on
the first page of this Lease or at such other place as the Landlord may from time to time designate in a written
notice to the Tenant. Notices, demands and requests which shall be served upon the Landlord or the Tenant in
the manner aforesaid shall be deemed sufficiently served or given for all pur- poses hereunder at the time such
notice, demand or request shall be mailed.

                                                    ARTICLE 17

                                                  ACCEPTANCE

Section 17.01 Acceptance. The Demised Premises includes a building previously erected on the land which
Tenant acknowledges it has inspected and is fully familiar with and its conditions and is leasing the land and
building in a "as is" condition. The Demised Premises constitutes a self-contained unit, and nothing in this Lease
shall impose any obligation upon Landlord to provide any service for the benefit of Tenant, including, but not
limited to, water, gas, electricity, heat, air conditioning, janitorial, or any other service or utility.

                                                    ARTICLE 18

                         QUIET ENJOYMENT - CONVEYANCE BY LANDLORD

Section 18.01 Ouiet Enjoyment. Tenant, upon paying the Basic Rent and all Additional Rent and other charges
herein provided for and performing all covenants and conditions of this Lease, on its part to be performed, shall
quietly have and enjoy the Demised Premises during the Term, without hindrance or molestation by Landlord or
any other person claiming through Landlord, subject, however, to the terms of this Lease and to any Mortgage.

Section 18.02 Conveyance by Landlord. If Landlord shall

convey the Demised Premises, all liabilities and obligations on the part of Landlord under this Lease shall
terminate upon such conveyance and thereafter all such liabilities and obligations shall be the liabilities and
obligations of such transferee and shall be binding upon such transferee of the Demised Premises.

                                                    ARTICLE 19

                                           ESTOPPEL CERTIFICATE

Section 19.01 Estoppel Certificate. Either party shall, without charge, at any time from time to time hereafter,
within ten
(10) days after written request to the other, certify by written instrument duly executed and acknowledged to any
mortgagee or purchaser or proposed mortgagee or proposed purchaser, or any other person specified in such
request; (a) as to whether this Lease has been supplemented or amended and if so, the substance and manner of
such supplement or amendment; (b) as to the validity and force and effect of this Lease in accordance with its
tenor as then constituted; (c) as to the existence of any default or event of default; (d) as to the existence of any
offsets, counterclaims or defenses thereto on the part of such other party; (e) as to the term commencement date
and stated expiration dates; and (f) as to any other matters as may be reasonably so requested. Any such
certificate may be relied upon by the party requesting it and any other person to whom the same may be exhibited
or delivered and the contents of such certificate shall be binding on the party executing same. Tenant shall, in
addition, within five business days of the term commencement date, execute and deliver to Landlord a Tenant
Estoppel Letter certifying and stating to those matters above referred to.

                                                  ARTICLE 20

                                        FINANCIAL INFORMATION

Section 20.01 Financial Information. Tenant has furnished the Landlord with Profit and Loss Statements and
Balance Sheets for the fiscal years ending December 31, 1994, prepared by a Certified Public Accountant.
Tenant further agrees that it will furnish to the Landlord a Certified Profit and Loss statement and Certified
Balance Sheet prepared by a Certified Public Accountant for the preceding fiscal year, when required by
Landlord.

                                                  ARTICLE 21

                                         NO ABATEMENT OF RENT

Section 21.01 No Abatement of Rent. Except as otherwise specifically provided in this Lease, there shall be no
abatement, diminution or reduction of Basic Rent, Additional Rent, other charges or other compensation due to
the Landlord by the Tenant or any person claiming under it, under any circumstances including but not limited to
the complete or partial destruction of the Building

or any inconveniences, discomfort, interruption of business or otherwise caused by a taking or destruction of the
premises or any building thereon except as otherwise specifically provided herein.

                                                  ARTICLE 22

                                      NONRECORDATION OF LEASE

Section 22.01 Nonrecordation of Lease. Tenant shall not record the within Lease. Should Tenant record this
Lease, Landlord may at its option, cause the within Lease to be terminated, cancelled and of no further force and
effect or it may bring suit against Tenant for damages arising therefrom, providing, however, that Tenant or
Landlord shall have the right to record a short form of lease.

                                                  ARTICLE 23

                                                   SECURITY

Section 23.01 Security. Tenant has deposited with Landlord ONE HUNDRED SEVENTY-ONE
THOUSAND and NO/100 Dollars ($171,000.00) as security for the performance of Tenant's obligations under
the Lease. Landlord may use, apply or retain the whole or any part of the security to the extent required to cure
any default of Tenant's and to reimburse Landlord for any damages or expenses (including, without limitation,
counsel fees) incurred by reason of such default, including, but not limited to, any damages, deficiency or
expenses in the reletting of the Demised Premises, whether accrued before or after summary proceedings or
other re-entry by Landlord. If Landlord applies any part of said security deposit to remedy any default of Tenant,
Tenant shall, upon demand, deposit with Landlord the amount so applied so that Landlord shall have the full
deposit on hand at all times during the term of this Lease. If Tenant complies with all of its obligations hereunder,
the security shall be returned to it after the end of the Term and delivery of possession of the Demised Premises
to Landlord. In the event the Landlord shall sell or assign the premises then, upon such transfer, Landlord agrees
to transfer the security deposit to such transferee and Landlord shall thereupon be released from all liability with
respect to such security. Tenant shall not assign or encumber the security and neither Landlord nor its successors
or assigns shall be bound by any such assignment or encumbrance.

Landlord agrees that, as of December 31 of each calendar year, Landlord shall pay to Tenant an interest factor
on the security deposit equal to the interest paid by United Jersey Bank on "Preferred Money Market Accounts"
during that calendar year. The foregoing shall not require Landlord to escrow or otherwise deposit such sum or
segregate same, and Tenant recognizes and understands that Landlord shall have the right to use these funds for
Landlord's general purposes. The interest shall be calculated at the rate in effect as of the opening of business of
each day during that year. Landlord, with the sum of ONE THOUSAND and

NO/100 Dollars ($l,000.00) on the Commencement Date of this Lease will open such an account, and the
interest rate so reflected on such account during that calendar year shall be the interest rate applied to the amount
of the security deposit held by the Landlord during that year.

Section 23.02 The provisions of Section 12.01 shall not be applicable to this Article.

                                                   ARTICLE 24

                                                  SURRENDER

Section 24.01. On the last day or sooner termination of the Lease, Tenant shall quit and surrender the Demised
Premises broom-clean, in good condition and repair, together with all alterations, additions and improvements
which may have been made in, on, or to the Demised Premises, except movable furniture or unattached movable
trade fixtures put in at the sole expense of the Tenant (provided Tenant has not been in default under this Lease)
provided, however, that Tenant shall ascertain from Landlord at least thirty (30) days before the end of the Term
whether Landlord desires to have the Demised Premises, or any part thereof, restored to the condition in which it
was originally delivered to Tenant, and if Landlord shall so desire, then Tenant, at its own cost and expense, shall
restore the same before the end of the Term. Landlord shall, in response to Tenant's request, or otherwise, advise
Tenant as to the repairs and restoration to be undertaken by Tenant prior to the expiration of the Lease Term.
Tenant shall, at least six (6) months before the end of the Term, advise the New Jersey Department of
Environmental Protection and Energy of the termination of Tenant's use of the premises, and file, with said
Department, such information, affidavits, forms, remedial action work plan and such other information as said
Department may require and undertake such action or work as required by the Department of Environmental
Protection and Energy pertaining to Tenant's use and occupancy of the premises as it relates to remedial action or
a remedial action work plan for the removal of hazardous substances and wastes that remain on the premises
demised by reason thereof. Tenant agrees upon termination of the lease, the air-conditioning, cooling systems,
heating equipment and plumbing and electrical systems shall be in good, operable condition. All light fixtures and
bulbs shall be operable, cleaned and in good working order, rugs cleaned, and the warehouse floor washed and
sealed. Tenant shall obtain from Landlord Landlord's approval as to the sealer used by Tenant. The condition of
the building and premises shall be in such a condition upon surrender as though the premises were used
exclusively for warehousing and offices, and the Tenant made all repairs and replacements as were necessary
during the term of the Lease so that after surrender, the building and premises are in good condition and ready to
be re-rented. Tenant and Landlord understand that during the term of this Lease, the building and its equipment
may be subject to reasonable wear and tear. However, Landlord and Tenant specifically agree that wear and tear
shall not

excuse Tenant from undertaking its repair and maintenance obligations, and the provisions as herein provided, by
way of example, that the various systems shall be in good operating condition, are intended to be the standard by
which the building and its systems shall be returned to Landlord by Tenant. If the Demised Premises is not
surrendered as and when aforesaid, Tenant shall indemnify Landlord against loss or liability resulting from the
delay by Tenant in so surrendering the premises including, without limitation, any claims made by any succeeding
occupant founded on such delay. Tenant's obligations under this section shall survive the expiration or sooner
termination of the Term. In the event Tenant, prior to termination of the Lease, fails to comply with the Rules and
Regulations of the Department of Environmental Protection of the State of New Jersey or other applicable
Federal agencies having jurisdiction over the storage or use of hazardous substances then, Tenant, at the option
of the Landlord, shall be deemed to be occupying the Demised Premises as a tenant from month-to-month, at the
monthly rental indicated below. In the event Tenant remains in possession of the Demised Premises after the
expiration of the term and without execution of a new Lease, or, Tenant fails to restore the premises, or fails to
comply with its other obligations which must be complied with prior to the termination date of the Lease, then
Tenant, at the option of the Landlord, shall be deemed to be occupying the Demised Premises as a tenant from
month-to-month, at the monthly rental equal to the higher of 150% of market rent plus one-twelfth (1/12th) of all
items of Additional Rent such as, but not limited to, taxes, insurance payable or paid during the last lease year or,
four (4) times the sum of (i) the Basic Rent payable for the last month of the Term under Article 3 hereof and, (ii)
one twelfth (l/12th) of all items of Additional Rent, such as, but not limited to, taxes, insurance payable or paid
during the last lease year.
Tenant shall on a date no later than six (6) months prior to the termination date of this Lease obtain from the New
Jersey Department of Environmental Protection and Energy ("DEPE") a non-applicability letter and/or a de
minimis quantity exception and/or a negative declaration approval and/or a written determination by DEPE that
there are no discharged hazardous materials at the site that occurred during the Lease Term and, if any had
occurred, have been remedied in accordance with applicable regulations, such determination presently referred to
as a No Further Action letter ("NFA"). If Tenant obtains a non-applicability exemption or otherwise is not
required to undertake sampling then Tenant shall, at Landlord's option, hire a consultant satisfactory to Landlord
to undertake sampling in a manner consistent with applicable environmental law sufficient to determine whether or
not Tenant's operations have resulted in any spill or discharge of hazardous substances or waste at the premises.
Should the sampling reveal any spills or discharges of a hazardous substance or waste which occurred during the
Lease Term, then Tenant shall, at Tenant's expense, promptly clean up the premises to the satisfaction of the
applicable governmental agencies which have jurisdiction of the matter and to the

reasonable satisfaction of the Landlord. If Tenant shall fail to comply with the preceding sentence of this
subparagraph prior to termination of the Lease, then Tenant's obligations to pay rent and additional rent shall
continue until the earlier of either Landlord rerenting the Premises and a new tenant takes occupancy and
commences to pay rent, or such date as Tenant shall comply with the foregoing, such rent to be computed as
though the Tenant was occupying the demised premises as a Tenant from month to month as otherwise set forth
in the preceding paragraph.

                                                   ARTICLE 25

                                               MISCELLANEOUS

Section 25.01 Table of Contents. The Table of Contents and headings of this Lease are for convenience of
reference only and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this
Lease.

Section 25.02 No Reservations. Submission of this instrument for examination or signature by Tenant does not
constitute a reservation of or option to lease, and it is not effective as a Lease or otherwise until execution and
delivery by both Landlord and Tenant.

Section 25.03 Laws. This Lease shall be governed by and construed in accordance with the laws of the State of
New Jersey.

Section 25.04 Brokers. Tenant represents that it has dealt with no realtors, brokers or agents in connection with
the negotiation of this Lease and the renting of the Demised Premises hereunder, other than Charles Klatskin
Company, Inc. and Cushman and Wakefield. Should any claims be made for brokerage commissions, other than
those payable to the brokers specified in this Section, through or on account of dealings of Tenant or its agents or
representatives, Tenant shall indemnify and hold Landlord harmless against any liability in connection therewith,
including without limitation reasonable claims, damages or counsel fees.

Section 25.05 Broker's Signs. The Tenant shall not permit, at any time during the term of this Lease, any broker
signs to be attached to, exhibited or placed upon the Demised Premises, which signs offer the premises for let or
for sale unless such broker has obtained Landlord's prior written consent and presents such consent to the
Tenant.

Section 25.06 Rules and Regulations. The rules and regulations attached to this Lease are made a part of this
Lease, and Tenant shall comply with them. Landlord shall have the right, from time to time, to promulgate
amendments and additional rules and regulations for the safety, care and cleanliness of the premises, or for the
preservation of good order. On delivery of a copy of such amendments and additional rules and regulations to
Tenant, Tenant shall comply with the rules and regulations, and a material violation of any of them shall constitute
a default by

Tenant under this Lease, subject to Tenant's right to cure, as set forth in Section 10.01 hereof. Irrespective of the
foregoing, Landlord will have the right to strictly enforce the provisions of Rule 2 as set forth on the Rules and
Regulations attached. As to the enforcement of other Rules and Regulations, whether now existing or amended,
Landlord agrees to permit Tenant, after notice, to comply in a reasonable manner with such Rules and
Regulations. If there is a conflict between the rules and regulations and any other provisions of this Lease, the
provisions of this Lease shall prevail.

Section 25.07 Waste. The Tenant covenants not to do or suffer any waste or damage, disfigurement or injury to
any building or improvement now or hereafter on the Demised Premises, or the fixtures and equipment thereof, or
permit or suffer any overloading of the floors thereof.

Section 25.08 Compactor. If the municipality or other governmental agency shall require Tenant to install a
garbage compactor or other storage or waste management facility at the premises, Tenant shall, at Tenant's
expense, install such equipment and/or storage facility.

Section 25.09 Underground Tanks. Tenant warrants and represents that it will, at no time, install any
underground storage tanks on the Demised Premises. A breach of this covenant shall be deemed a default under
the Lease and Landlord shall have the right to terminate the Lease upon the happening of such event.

Section 25.10 Declaratory Judgment. Wherever in this Lease Landlord's consent or approval is required, if
Landlord shall refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant
make any claim, and Tenant hereby waives any claim for money damages (nor shall Tenant claim any money
damages by way of setoff, counterclaim or defense), based upon any claim or assertion by Tenant that Landlord
unreasonably withheld or unduly delayed its consent or approval. Tenant's sole remedy in such event shall be an
action or proceeding to enforce any such provision, for specific performance injunction or declaratory judgment.

Section 25.11 Corporate Authority. If Tenant is a corporation, each individual executing this Lease on behalf of
said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of
said corporation in accordance with a duly adopted resolution of the Board of Directors of said corporation or in
accordance with the By-Laws of said corporation, and that this Lease is binding upon said corporation in
accordance with its terms. If Tenant is a corporation, Tenant shall, within thirty (30) days after execution of this
Lease, deliver to Landlord a certified copy of a resolution of the Board of Directors of said corporation
authorizing or ratifying the execution of this Lease.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date first above written.

            Witness:                                            FORSGATE INDUSTRIAL COMPLEX, a
                                                                Limited Partnership, Landlord

            /s/ ELAINE G. SCHADE                                By: /s/ STEPHEN P. SEIDEN
            - ----------------------------                            --------------------------
                                                                    STEPHEN P. SEIDEN, GENERAL
                                                                    PARTNER

                                                                By: /s/ CHARLES KLATSKIN
                                                                    --------------------------
                                                                    CHARLES KLATSKIN, GENERAL
                                                                    PARTNER

            Attest:                                             JEAN PHILIPPE FRAGRANCES, INC.
                                                                Tenant

            /s/                                                 By: /s/ Russell Greenberg
            - ----------------------------                            ---------------------------
                                                                    Name: Russell Greenberg
                                                                    Title: Executive V.P.




STATE OF NEW JERSEY )

                                                       ) ss.:

COUNTY OF BERGEN )

BE IT REMEMBERED, that on this 10th day of July 1995 before me, the subscriber, personally appeared
Charles Klatskin, Stephen Seiden, who, I am satisfied, is the person named in and who executed the within
Instrument, and thereupon he/they acknowledged that he/they signed, sealed and delivered the same as his/their
act and deed, and the act and deed of the said FORSGATE INDUSTRIAL COMPLEX, a partnership, for the
uses and purposes therein expressed.

                                       /s/ ELAINE G. SCHADE
                                   ---------------------------
                                     ELAINE G. SCHADE
                                     NOTARY PUBLIC OF NEW JERSEY
                                     My Commission Expires Sept. 17, 1995




                                         STATE OF NEW YORK        )
                                                                  )     ss.:
                                         COUNTY OF NEW YORK       )




BE IT REMEMBERED, that on this 26th day of June, 1995 before me, the subscriber, personally appeared,
Russell Greenberg, who, I am satisfied, is the person who signed the within instrument as Executive V.P. of
JEAN PHILIPPE FRAGRANCES, INC., the

corporation named therein and he/she thereupon acknowledged that the said instrument made by the corporation
and sealed with its corporate seal, was signed, sealed with the corporate seal and delivered by him/her as such
officer and is the voluntary act and deed of the corporation, made by virtue of authority from its Board of
Directors.

                                          /s/ ANNIE FAILLER
                                      ---------------------------
                                        ANNIE FAILLER
                                        Notary Public, State of New York
                                        No. 01FA5023811
                                        Qualified in Queens County
                                        Commission Expires Feb. 14, 1996




                                         CORPORATE RESOLUTION

This is to certify that a meeting of the Board of Directors of JEAN PHILIPPE FRAGRANCES, INC., a
corporation of the State of , held on the day of , 1995, at its principal office at , Kearny, New Jersey, at which
time there was a quorum present, the following Resolution was duly adopted and unanimously passed:

BE IT RESOLVED, that the Corporation entered into an Agreement with FORSGATE INDUSTRIAL
COMPLEX for premises commonly known as 60 Stults Road, South Brunswick, New Jersey, for a period of
eight
(8) years in accordance with a certain draft of lease attached.

BE IT FURTHER RESOLVED, that the President and/or Vice President and Secretary be and they are hereby
authorized to execute the Agreement (Lease) and to affix the corporate seal thereto.

That the officers referred to in the foregoing Resolution are as follows:

                                      President:      __________________
                                      Vice President: __________________
                                      Secretary:      __________________




I hereby certify that the foregoing Resolution was duly adopted by the Board of Directors of JEAN PHILIPPE
FRAGRANCES, INC., a corporation of the State of , at a meeting held on the day of , 1995, and that the
above-

named officers are duly qualified and hold the offices stated aforesaid.
                                                     Secretary

                                                  SCHEDULE A

                             DESCRIPTION OF TAX LOT 16, BLOCK 10,
                         STULTS ROAD, TOWNSHIP OF SOUTH BRUNSWICK,
                               MIDDLESEX COUNTY, NEW JERSEY.

Begining at a point in the southerly line of Stults Road (as widened to thirty-three (33) feet from the center line ),
where the same is intersected by the division line between lot 15 and lot l6 in Tax Block 10, said point being one
thousand one hundred forty-nine and twenty-seven hundredths (1,149.27) feet northwesterly from the point of
intersection formed by the northeasterly prolongation of the westerly line of Cranbury-South River Road (as
widened) and the southeasterly prolongatlon of the southerly line of Stults Road (as widened); and running: -

Thence (l) northwesterly, along the southerly line of Stults Road (as widened) north seventy-two degrees fifty-one
minutes west (N 72 degrees-51'W), six hundred forty-four and no hundredths (644.00) feet to a point;

Thence (2) southwesterly along the easterly line of Lot 18 in Tax Block 10, south seventeen degrees nine minutes
west (S 17 degrees--O9'W), five hundred ninety and eighty-two hundredths (590.82) feet to a point;

Thence (3) southeasterly, parallel to Stults Road, south seventy-two degrees fifty-one minutes east (72 degrees-
51' E ), six hundred forty-four and no hundredths (644.00) feet to a point;

Thence (4) northeasterly, along the division line between Lot 15 and Lot 16 in Tax Block 10; north seventeen
degrees nine minutes east
(N 17 degrees-09' E), five hundred ninety and eighty-two hundredths (590.82)
feet to the point and place of beginning.

Containing an area of eight and seven hundred thirty-four thousandths
(8.734) Acres.

Being the premises known and designated as Lot 16 in Block 10 in the Tax Records of the Township of South
Brunswick.

Being Lot 16 and Lot 17 in Block 10 as shown on a certain map entitled "Final Subdivision Plat, Section One,
Forsgate Industrial Complex, Township of South Brunswick, Middlesex County, New Jersey"., which map was
filed in the Middlesex County Clerk's Office as filed map No. 3992, File No. 963 on September 30, 1977. The
said Lot 16 and Lot 17 were combined by Reverse Minor Subdivision No. 820 which was approved by the
Township of South Brunswick Plannlng Board on December 13, 1977. A deed description was filed in the
Middlesex County Clerk's office on April 7, 1975 in Deed Book 3024, Page 796.

Subject to a fifty (50) foot wide easement southerly to and contiguous with the first course herein above
described for the purpose of installing and maintaining Detention Ponds and Storm Drainage installations.

Subject to a ten (10) foot wide easement easterly to and contiguous with the second course herein above
described and a ten (10) foot wide easement westerly to and contiguous with the fourth course herein above
described for the installation, replacement and maintenance of above ground and below ground utlilties and
channelized surface drainage. In the event that Lot 16 and Lot 18 in Tax Block 10 shall be combined, any
easement along a common property line shall be null and vold.

Subject to a fifty (50) foot wide easement northerly to and contiguous with the third course herein above
described for the installation, replacement and maintenance of Railroad facilities, above ground and below ground
utilities and channelized surface drainage.

                                             [PROPERTY MAP]

                         LOT 18                                           LOT 16


                                                                                 SCHEDULE B
                                        RULES AND REGULATIONS

The Tenant covenants and agrees with the Landlord to obey the following rules and regulations:

1. All garbage and refuse shall be kept in containers inside the premises. If the Landlord shall provide or
designate a service for picking up refuse and garbage, Tenant shall use same at its cost; the Tenant shall pay the
cost to remove any of its rubbish or refuse. The Tenant shall not burn any trash or garbage of any kind in or about
the building.

2. The Tenant shall maintain, at its expense, a landscaping service and shall provide that the lawns shall be
watered, reseeded, fertilized and regularly mowed and maintained, and debris shall be removed, if any, and all
shrubery shall likewise be fertilized, maintained, pruned and replaced when necessary. The sidewalks or
entrances shall not be obstructed or encumbered by Tenant or used for any purposes other than ingress and
egress and the parking lot shall be used exclusively for the parking of motor vehicles of Tenant's employees and
invitees. The parking lot shall be swept, maintained, retarred when necessary and striped. Tenant shall not be
required to retar in the last three years of the Lease.

3. The Tenant shall not store any material, supplies, semi-finished products or anything whatsoever outside of the
building. In the event Tenant requires temporary outside storage for any reason whatsoever, Tenant must first
obtain written approval of the Landlord.

4. The Tenant shall, at its cost and expense, use a pest extermination service so as to keep the premises free of
same.

5. The Tenant will undertake a general maintenance program, either through its own employees or outside
contractors which shall provide amongst other things for general and periodic window cleaning, when necessary
and painting of trim and the like.

6. Tenant shall not at any time, without first obtaining Landlord's consent, change, by alteration or replacement,
rebuilding or otherwise, the exterior color or architectural treatment of the leased bullding.

7. Tenant shall not use or permit to be used any loud speaker or sound amplifier which may be heard outside of
the leased property.

8. Tenant shall not suffer, allow or permit any offensive or obnoxious vibration, noise, odor, or other undesirable
effect to emanate from the leased property, or any machine or other installation therein, or otherwise suffer, allow
or permit the

same to constitute a nuisance or otherwise unreasonably interfere with the safety, comfort or convenience of
adjoining properties.

9. Tenant shall not erect a ground sign or building sign without prior written consent of Landlord. Landlord will
not unreasonably withhold its consent or delay the same if the sign does not damage the building, and any such
sign is dignified.

10. Tenant shall maintain and keep lit any and all exterior architectural lighting which may be installed by the
Landlord.

11. Tenant shall have the right, provided same is done in accordance with the zoning ordinance of the
municipality, to park trucks on the property along the area wherein are located the loading docks. The Tenant
shall not park trucks in any other portion of the Demised Premises.

Upon notice by the Landlord to the Tenant of a breach of any of the rules and regulations, Tenant shall, within
thirty (30) days thereafter, comply with such rule and regulation and in the event Tenant shall not comply, then the
Landlord may, at its discretion, either: (1) cure such condition and add any cost and expense incurred by the
Landlord therefor to the next install- ation of rental due under this Lease, and the Tenant shall then pay such
amount, as additional rent hereunder; or (2) treat such failure on the part of the Tenant to remedy such condition
as a material default of this Lease on the part of the Tenant hereunder.
Landlord reserves the right, from time to time, to promulgate additional rules and regulations as Landlord,
provided that Landlord gives notice to Tenant not less than sixty (60) days prior to the effective date of new or
revised rules; such new or revised rule is applied uniformly to all tenants in the industrial park in which the
Demised Premises are located, and such new or revised rule does not interfere with the normal business
operations of Tenant.
EXCLUSIVE LICENCE AGREEMENT DATED JUNE 20, 1997 BETWEEN S.T. DUPONT, S.A. AND
INTER PARFUMS
(ENGLISH TRANSLATION, EXCISED VERSION)
                         EXCLUSIVE LICENCE AGREEMENT

BETWEEN

S.T. DUPONT S.A., A SWISS LIMITED LIABILITY COMPANY (SOCIETE ANONYME), WHICH
SHARE CAPITAL IS OF 100.000 FS AND IS INCORPORATED AT THE TRADE REGISTER OF
FRIBOURG, WITH ITS REGISTERED OFFICE AT - 20, RUE BEAUMONT - 1700 FRIBOURG -
SWITZERLAND -, HEREINAFTER REFERRED TO AS "STD", REPRESENTED BY MR. GUY
MAGNIN, DIRECTOR,

                                ON THE ONE HAND

AND

INTER PARFUMS, A COMPANY ORGANIZED UNDER THE LAWS OF FRANCE, WHICH SHARE
CAPITAL IS OF 37.810.420 FRENCH FRANCS AND IS INCORPORATED AT THE TRADE
REGISTER OF PARIS UNDER NO B 350 219 382, WITH ITS REGISTERED OFFICE AT - 4, ROND-
POINT DES CHAMPS-ELYSEES - 75008 PARIS - FRANCE - HEREINAFTER REFERRED TO AS
"INTER PARFUMS", REPRESENTED BY MR PHILIPPE BENACIN, PRESIDENT,

                               ON THE OTHER HAND

WHEREAS
INTRODUCTION

STD, WHICH A FULLY-OWNED SUBSIDIARY OF S.T. DUPONT (HEREAFTER S.T.DUPONT
PARIS), IS THE OWNER OF THE TRADEMARK S.T.DUPONT, REGISTERED FOR PERFUMERY
PRODUCTS. IN THE WORLD'S LEADING NATIONS, S.T.DUPONT PARIS ENJOYS AN
OUTSTANDING REPUTATION ON THE BASIS OF THE QUALITY OF ITS VARIOUS PRODUCTS
BEARING THE S.T.DUPONT NAME AND INTENDS TO MAINTAIN THIS REPUTATION DURING
THE COURSE OF THE CONTRACT.

INTER PARFUMS IS INTERESTED TO EMPLOY THE TRADEMARK S.T.DUPONT FOR PERFUMES
INTENDING TO MARKET SUCH PRODUCTS IN CONSIDERATION AND BY UTILIZATION OF
THE S.T.DUPONT PARIS REPUTATION AND IMAGE.

                                        1/12
IN CONSIDERATION OF THIS, THE CONTRACTUAL PARTNERS MUTUALLY AGREE TO
THE FOLLOWING:

1. DEFINITIONS

 FOR THE PURPOSE OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
               RESPECTIVE MEANINGS INDICATED HEREUNDER:

THE TERM TRADEMARKS SHALL MEAN THE S.T.DUPONT AND D TRADEMARKS, AND OTHER
VARIOUS TRADEMARKS BELONGING TO STD, AND MORE PARTICULARLY DESCRIBED ON
ARTICLE 12 HEREAFTER.

THE TERM PRODUCTS SHALL MEAN PERFUMES, EAUX DE TOILETTES, PARFUMS DE
TOILETTE AND PERFUME-RELATED PRODUCTS WITH THE EXCLUSION OF MAKE-UP AND
SKIN-CARE PRODUCTS.

       THE TERM PRODUCTS ENVIRONMENT SHALL MEAN PERFUME BOTTLES AND
                                 PERFUMES
                  AND PERFUME RELATED PRODUCTS PACKAGINGS.

       THE TERM TERRITORY SHALL MEAN THE WHOLE WORLD, INCLUDING SALES
                                  THROUGH
                             DUTY-FREE OUTLETS.

THE TERM STD'S FINANCIAL YEAR SHALL MEAN THE PERIOD BETWEEN LST APRIL OF
             EACH YEAR AND 31 MARCH OF THE FOLLOWING YEAR.

THE TERM CONTRACT YEAR SHALL MEAN THE PERIOD BETWEEN 1 ST JULY OF EACH
               YEAR AND 30 JUNE OF THE FOLLOWING YEAR.

2. SUBJECT OF THE LICENCE

2.1. STD GRANTS INTER PARFUMS THE EXCLUSIVE RIGHT TO USE THE TRADEMARKS FOR
THE MANUFACTURE AND SALE OF THE PRODUCTS.

IT IS AGREED THAT, IN THE CASE STD DECIDES TO ENLARGE THE RANGE OF THOSE GOODS
TO MAKE-UP AND SKIN-CARE PRODUCTS OR OTHER GOODS BELONGING TO THE SAME
FIELD OF PERFUMES BUSINESS, STD WOULD PRIOR PROPOSE TO INTER PARFUMS AN
EXTENSION OF THAT TRADEMARK LICENCE TO SUCH GOODS, SUBJECT TO MUTUAL
AGREEMENT ON REVISED TERMS AND CONDITIONS. INTER PARFUMS WILL BE FREE TO
ACCEPT OR REFUSE THAT PROPOSITION, WITHIN A PERIOD OF 3 (THREE) MONTHS FROM
THE DATE ON WHICH STD MAKES THE FIRST PROPOSAL. SHOULD INTER PARFUMS REFUSE
THAT PROPOSITION, OR FAIL TO CONFIRM ACCEPTANCE IN WRITING OR OTHERWISE FAIL
TO AGREE TERMS WITH STD IN THIS REGARD WITHIN SUCH 3 MONTHS, STD SHALL BE FREE
TO MAKE THIS PROPOSITION TO A THIRD PARTY.

IN THIS CONTEXT "EXCLUSIVE" MEANS THAT FOR THE DURATION OF THIS AGREEMENT
STD WILL NOT GRANT ANY FURTHER LICENCES FOR THE MANUFACTURE AND/OR SALE OF
PRODUCTS UNDER THE TRADEMARKS.

2/12

2.2. IT IS UNDERSTOOD AND AGREED BY INTER PARFUMS THAT S.T.DUPONT PARIS
RESERVES THE RIGHT TO OPEN, ANYWHERE IN THE WORLD, BOUTIQUES UNDER THE
S.T.DUPONT NAME, SUCH BOUTIQUES SELLING THE WHOLE RANGE OF S.T.DUPONT PARIS
PRODUCTS. INTER PARFUMS UNDERTAKES TO DIRECTLY SUPPLY THE BOUTIQUE WITH THE

                                      2
PRODUCTS REGARDLESS OF THE LEGAL RELATIONSHIP BETWEEN STD, OR S.T.DUPONT
PARIS, AND THE BOUTIQUE IN QUESTION. INTER PARFUMS WILL DULY INFORM ITS
DISTRIBUTORS OF SUCH EXCEPTION OF THE EXCLUSIVE RIGHTS THAT INTER PARFUMS
MAY HAVE GRANTED TO THEM IN THEIR TERRITORY. IN SUCH CASE, INTER PARFUMS WILL
SELL THE PRODUCTS TO STD, OR S.T.DUPONT PARIS, OR TO ANY DISTRIBUTOR OR
AFFILIATE DESIGNATED BY STD, AT WHOLESALE PRICE MINUS 10 (TEN) %.

3. INTER PARFUMS'S OBLIGATIONS

3.1. INTER PARFUMS IS OBLIGED TO USE THE LICENCE AND TO UNDERTAKE ACTIVE
MANUFACTURING AND MARKETING ACTIVITIES.

3.2 INTER PARFUMS UNDERTAKES TO HAVE THE PRODUCTS, TOGETHER WITH THE
PERFUME EXTRACTS, MADE IN FRANCE EXCLUSIVELY.

3.3. INTER PARFUMS UNDERTAKES TO TAKE ALL NECESSARY STEPS TO ENSURE THAT,
BEFORE THE END OF 18 (EIGHTEEN) MONTHS FOLLOWING THE EFFECTIVE DATE OF THE
PRESENT AGREEMENT, THE FIRST LINE OF PERFUMES WILL BE LAUNCHED AND
DISTRIBUTED EXTENSIVELY IN THE FOLLOWING COUNTRIES : E.E.C. (FRANCE, UNITED
KINGDOM, BELGIUM, NETHERLANDS, LUXEMBURG, SWEDEN, DENMARK, GERMANY,
GREECE, EIRE, ITALY, SPAIN, PORTUGAL, FINLAND, AUSTRIA), JAPAN, HONG KONG,
SINGAPORE, TAFWAN, MALAYSIA, KUWAIT, SAUDI ARABIA, UNITED ARAB EMIRATES.

3.4 INTER PARFUMS UNDERTAKES TO TAKE ALL NECESSARY STEPS TO ENSURE THAT,
BEFORE THE END OF 36 (THIRTY-SIX) MONTHS FOLLOWING THE EFFECTIVE DATE OF THE
PRESENT AGREEMENT, THE PRODUCTS WILL BE WIDELY DISTRIBUTED AT LEAST, BUT NOT
LIMITED TO, IN THE FOLLOWING COUNTRIES: EUROPE (EEC PLUS SWITZERLAND), USA,
CANADA, MEXICO, BRAZIL, ARGENTINA, CHILE, JAPAN, HONG KONG, SINGAPORE,
TAFWAN, MALAYSIA, SOUTH KOREA, AUSTRALIA, SAUDI ARABIA, KUWAIT, UNITED ARAB
EMIRATES, LEBANON, TOGETHER WITH A SIGNIFICANT PRESENCE IN THE DUTY-FREE
OUTLETS.

3.5. INTER PARFUMS WILL HAVE TO REACH, WITHIN THE PERIOD OF 18 (EIGHTEEN)
MONTHS AFTER THE EFFECTIVE DATE OF THE LAUNCHING OF THE FIRST MARKET, A
CUMULATIVE TURNOVER (NET SALES WITHOUT TAXES) XXXXXXXX.

4. DURATION

4.1. THIS AGREEMENT SHALL COME INTO EFFECT ON LST JULY 1997 FOR A PERIOD OF
ELEVEN (11) YEARS, AND SUBJECT TO ARTICLE 4.2, SHALL TERMINATE ON JUNE
30 , 2008.

3/12

4.2. 36 (THIRTY-SIX) MONTHS BEFORE THE EXPIRATION OF THE AGREEMENT AS

PROVIDED IN ARTICLE 4.1, THE PARTIES WILL MEET IN ORDER TO NEGOTIATE THE
RENEWAL OF THE AGREEMENT. IN CASE THE PARTIES CANNOT REACH A WRITTEN
AGREEMENT ON RENEWAL FOR ANY REASON BEFORE THE DATE OF JUNE 30, 2006, THE
PRESENT AGREEMENT SHALL BE TERMINATED ON THE DATE INDICATED IN ARTICLE 4.1
ABOVE.

5. SUBSUPPLIERS

                                       3
INTER PARFUMS IS ALLOWED TO BOTH HAVE THE CONTRACT PRODUCTS MANUFACTURED
-PARTIALLY OR COMPLETELY- BY THIRD PARTIES AS SUBSUPPLIERS OR HAVE THEM
MARKETED BY THIRD PARTIES AS MARKETING AGENTS AND DISTRIBUTORS, ALL OF
WHOM SHALL BE SUBJECT TO STD'S PRIOR WRITTEN CONSENT, AND AT THE FOLLOWING
EXPRESS CONDITIONS :

- THAT INTER PARFUMS UNDERTAKES THAT THOSE POSSIBLE MANUFACTURERS SHALL
AGREE IN WRITING TO HAVE THE PRODUCTS, TOGETHER WITH THE PERFUMES EXTRACTS,
MADE IN FRANCE EXCLUSIVELY, -THAT INTER PARFUMS UNDERTAKES TO HAVE ITS
SUBSUPPLIERS TO AGREE IN WRITING TO COMPLY WITH THE GLOBAL PROVISIONS OF THIS
AGREEMENT, -AND THAT STD WILL BE REGULARLY, AND WHENEVER ON DEMAND BY STD,
DULY INFORMED OF THE LIST OF ALL THOSE POSSIBLE SUBSUPPLIERS, MARKETING
AGENTS AND DISTRIBUTORS.

6. LICENCE FEES

6.1. IT IS AGREED THAT, ON THE DATE OF SIGNATURE OF THIS LICENCE AGREEMENT, INTER
PARFUMS SHALL PAY TO STD A SETUP CHARGE OF XXXXXXX LESS ANY WITHHOLDING
TAX. THIS AMOUNT SHALL BELONG TO STD ABSOLUTELY AT ALL TIMES, WHATEVER THE
ISSUE OF THE PRESENT AGREEMENT WILL BE, AND INTER PARFUMS SHALL NOT HAVE THE
RIGHT TO ASK FOR A REFUND OF A PART OR OF THE WHOLE OF THE SAID AMOUNT, FOR
ANY REASON WHATSOEVER.

6.2. INTER PARFUMS SHALL PAY TO STD A LICENCE ROYALTY FOR THE RIGHTS GRANTED
TO IT UNDER THIS AGREEMENT, AS FOLLOWS :

 O XXXXXXX CALCULATED ON INTER PARFUMS'S YEARLY TURNOVER FOR THE SALE
                                  OF
               THE PRODUCTS FROM 1 FF TO 50.000.000 FF, AND

 O XXXXXXX CALCULATED ON INTER PARFUMS'S YEARLY TURNOVER FOR THE SALE
                                  OF
                   THE PRODUCTS ABOVE 50.000.000 FF.

THE LICENCE ROYALTIES SHALL BE CALCULATED FROM THE NET-TOTALS INVOICED, BY
INTER PARFUMS, HEAD OFFICE AND SUBSIDIARIES, TO THEIR CLIENTS, INCLUDING STD'S
ORDERS, EXCLUDING POINT OF SALE MATERIAL AND PROMOTIONAL GIFTS WHICH WILL
NOT EXCEED 10 % OF TOTAL SALES, WITHOUT ANY SALES/SURPLUS TAXES, FREIGHT AND
EXTRA COSTS AND AFTER DEDUCTION OF ANY LEGITIMATE RETURNS. PAYMENTS SHALL
BE MADE IN FRENCH FRANCS, AFTER DEDUCTION OF ANY WITHHOLDING TAXES.

4/12

6.3. INTER PARFUMS SHALL PAY TO STD THE FOLLOWING MINIMUM LICENCE ROYALTIES,
FOR THE FIRST PERIOD OF TEN YEARS, BY QUARTERLY PAYMENTS ON 30 OCTOBER, 31
JANUARY, 30 APRIL AND ON 31 JULY OF EACH YEAR:

                                    XXXXXX

6.4 INTER PARFUMS UNDERTAKES, AT THE DATES SET IN ARTICLE 6.3 ABOVE, TO RENDER
QUARTERLY ACCOUNTS, SHOWING THE EXACT AMOUNT CALCULATED ACCORDING TO
ARTICLE 6.2 ABOVE, OF LICENCE ROYALTIES. AT THE SAME DATES, INTER PARFUMS WILL
PAY TO STD THE EXACT AMOUNT OF ROYALTIES IF IT IS HIGHER THAN THE MINIMUM
GUARANTEED ROYALTIES SET IN ARTICLE 6.3 ABOVE. IF THE AMOUNT IS LOWER, THEN
INTER PARFUMS WILL PAY TO STD THE MINIMUM GUARANTEED ROYALTIES FOR THAT
DATE. HOWEVER, THIS QUARTERLY PAYMENT MAY BE LOWER THAN THE MINIMUM
GUARANTEED FOR THE SAME QUARTER, IN THE CASE
4
WHERE THE ADDITION OF THE SUMS ALREADY PAID DURING THE SAME CONTRACT YEAR,
IS HIGHER THAN THE ADDITION OF THE SUMS THAT MUST ACTUALLY BE PAID BY INTER
PARFUMS FOR THE SAME PERIOD.

6.5. IT IS UNDERSTOOD THAT THE BALANCED ROYALTY ACCOUNT WILL BE SETTLED
EVERY YEAR, WITHIN A PERIOD OF 3 (THREE) MONTHS AFTER THE END OF THE PREVIOUS
CONTRACT YEAR.

6.6. INTER PARFUMS SHALL TO RENDER AT ITS OWN COST ANNUAL AUDITED ACCOUNTS
AS TO THE LICENCE FEE. THIS MUST BE COMPLETED BY THE END OF THE THIRD MONTH
FOLLOWING THE CLOSING OF EACH CONTRACT YEAR.

6.7. INTER PARFUMS WILL MAINTAIN COMPLETE AND PRECISE RECORDS OF ALL LICENCE
RELATED SALES AND ALLOW AN AGENT OR ANY AUTHORISED REPRESENTATIVE OF STD
TO EXAMINE THESE RECORDS, FROM TIME TO TIME, TO COPY THEM AND TO MONITOR THE
CORRESPONDING ENTRIES IN INTER PARFUMS'S ACCOUNTS. THE COSTS OF THE AUDIT
WILL BE BORNE BY INTER PARFUMS, WHEN IT CAN BE SHOWN THAT THE LICENCE FEES
CALCULATED BY INTER PARFUMS ARE 10 (TEN) % OR MORE BELOW THOSE DECLARED FOR
THE PERIOD UNDER EXAMINATION.

6.8. SHOULD INTER PARFUMS BE LATE IN ITS QUARTERLY AND/OR YEARLY PAYMENTS,
PENALTY FOR LATE PAYMENT WOULD BECOME PAYABLE AT THE RATE OF PIBOR 3
MONTHS.

7. MARKETING PLAN

INTER PARFUMS SHALL FORWARD TO STD FOR ITS APPROVAL ONCE A YEAR, NO LATER
THAN 31ST OCTOBER, A MARKETING PLAN FOR THE FOLLOWING CALENDAR YEAR WHICH
WILL FEATURE AMONG OTHERS:

- ITS PROPOSITIONS ON PRODUCT RANGES, PRICES, DISCOUNT PROPOSALS, DISTRIBUTION
AND COMMUNICATION,
- ITS POSSIBLE WISHES CONCERNING THE TRADEMARKS FOR NEW LINES OF PRODUCTS
(AS DESCRIBED IN ARTICLE 12.2 HEREUNDER),
- A REVISED SALES FORECAST FOR THE NEXT YEAR, - THE ADVERTISING BUDGET FOR THE
NEXT YEAR.

5/12

8. MARKETING CHANNELS

INTER PARFUMS UNDERTAKES THAT THE PRODUCTS SHOULD BE MARKETED VIA
SUPERIOR TRADE OUTLETS, AT A PRICE POINT WHICH FITS WITH THE HIGH POSITIONING
OF THE BRAND, WHICH ARE EXCLUSIVE PERFUMERIES, DEPARTMENT STORES AND OTHER
EXCLUSIVE OUTLETS WHICH, WITHIN 18 MONTHS AFTER LST JULY 1997, WILL CARRY THE
DISTRIBUTION OF PRODUCTS FROM AT LEAST FIVE OF THE OTHER PREMIUM FOLLOWING
FRAGRANCE BRANDS : CHANEL, DIOR, BOUCHERON, HERMES, CARTIER, GUERLAIN, ST
LAURENT, GIVENCHY, NINA RICCI, ESTEE LAUDER, CLINIQUE, CACHAREL, RALPH LAUREN,
AZZARO, PACO RABANE, ISSEY MIYAKE. IN ADDITION, THE CONTRACTUAL PARTNERS
WILL MEET TO AGREE ON DISTRIBUTION POLICY AT INTERVALS, WITH A MINIMUM OF ONE
MEETING EVERY 12 MONTHS.

9. CREATION OF THE PRODUCTS

9.1. IN ORDER TO PRESERVE THE STD'S IMAGE, INTER PARFUMS GRANTS TO STD AN
ABSOLUTE VETO RIGHT ON THE CHOICE OF THE PRODUCTS.

                                       5
9.2. INTER PARFUMS WILL BE FREE FOR THE SELECTION OF THE CREATOR, ON THE
EXPRESS CONDITION THAT THIS CREATOR SHALL BE REGARDED AS ONE OF THE MOST
TALENTED ONES IN THIS FIELD, OF THE PERFUME EXTRACTS AND OF THE PERFUME
BOTTLES AND PACKAGINGS.

9.3. INTER PARFUMS UNDERTAKES TO CLOSELY INFORM AND WORK AND CONSULT WITH
STD AS TO ALL THE STEPS OF THE CREATION AND CHOICE OF THE PERFUMES AND OF THE
BOTTLES AND PACKAGINGS, AND IN PARTICULAR, TO SUBMIT TO STD FOR ITS WRITTEN
APPROVAL FOR ITS CHOICE AND ITS POSSIBLE SUGGESTIONS FOR MODIFICATIONS, A
SELECTION OF THE PRODUCTS AND THEIR ENVIRONMENT.

9.4. INTER PARFUMS WILL FURNISH TO STD, FOR CHECKING, THE SAMPLES OF THE
PRODUCTS AND OF THEIR ENVIRONMENT BEFORE THEIR MARKETING. INTER PARFUMS
FURTHER UNDERTAKES TO ONLY MARKET PRODUCTS DULY APPROVED IN WRITING BY
STD.

9.5. PERFUME EXTRACTS, PERFUMES, PERFUME BOTTLES, PACKAGINGS, AND MORE
GENERALLY THE INGREDIENTS OF THE PRODUCTS AND THE PRODUCTS

ENVIRONMENT, WILL BE EXCLUSIVE TO STD, EVEN AFTER THE EXPIRATION OF THE
PRESENT AGREEMENT. INTER PARFUMS UNDERTAKES TO ENSURE THAT THE CREATOR
UNDER ARTICLE 9.2 SHALL NOT BE ENTITLED TO ANY INTELLECTUAL PROPERTY RIGHTS IN
ANY OF THE PRODUCTS OR PRODUCTS ENVIRONMENT OR ANY OF THE RELATED PERFUME
EXTRACTS, AND TO HAVE ALL RIGHTS ATTACHED TO THE PRODUCTS AND THE PRODUCTS
ENVIRONMENT ASSIGNED TO STD. AT THE EXPIRATION OF THE PRESENT AGREEMENT,
INTER PARFUMS UNDERTAKES TO GIVE TO STD THE NAME AND ADDRESS OF THE
MANUFACTURER OF THE PERFUME EXTRACT, AND ITS REFERENCE(S). STD WILL BE FREE
TO TAKE CONTACT WITH THE MANUFACTURERS OF THE PERFUME EXTRACT, OF THE
PRODUCTS AND OF THE PRODUCTS ENVIRONMENT, IN ORDER TO HAVE THE PRODUCTS
AND THE PRODUCTS ENVIRONMENT MANUFACTURED, DIRECTLY OR NOT, WITHOUT
HAVING TO GIVE TO INTER PARFUMS ANY INDEMNITY WHATSOEVER.

6/12

                                      6
9.6. STD WILL HAVE THE OPTION TO FILE, AT ITS OWN COSTS, AND ON ITS NAME, ANY
DESIGN OR TRADEMARK APPLICATION, ON THE PERFUME BOTTLES AND/OR ON THE
PACKAGINGS. INTER PARFUMS UNDERTAKES TO PROVIDE TO STD, AT STD'S REQUEST,
ANY SIGNATURE OR AUTHORIZATION FOR THAT PURPOSE.

10. ADVERTISING, ADVERTISING MATERIAL

10.1. IN ORDER TO GUARANTEE THE COHERENT NATURE OF THE VISUAL IMAGE OF ALL
ARTICLES SOLD UNDER THE TRADEMARKS, INTER PARFUMS WILL SUBMIT TO STD FOR ITS
WRITTEN APPROVAL THE ADVERTISING AGENCY CHOSEN, AND ALL ADVERTISING
MATERIAL FOR THE PRODUCTS, PRIOR TO THEIR EMPLOYMENT OR USE. INTER PARFUMS
FURTHER UNDERTAKES TO ONLY USE AN ADVERTISING MATERIAL CONSISTENT WITH THE
ONE USED BY STD, AND APPROVED BY STD.

10.2. INTER PARFUMS UNDERTAKES TO INVEST AT LEAST XXXXXXX FOR THE SECOND AND
THE THIRD YEAR OF THIS AGREEMENT, AND XXXXXX FOR THE FOLLOWING YEARS, OF ITS
ANNUAL SALES UNDER LICENCE, AS DEFINED IN PARAGRAPH 6.1., FOR THE ADVERTISING
OF THE PRODUCTS. THIS ADVERTISING BUDGET WILL INCLUDE: EXPENSES ON POINTS OF
SALE (SHOW-WINDOWS, VISUALS, BEAUTY CONSULTANTS), MEDIA EXPENSES
(MAGAZINES, NEWSPAPERS ... ), SAMPLES AND TESTERS, EXPENSES FOR PUBLIC
RELATIONS.

10.3. INTER PARFUMS UNDERTAKES TO HAVE ITS DISTRIBUTORS INVEST AT LEAST
XXXXXX FOR THE SECOND AND THE THIRD YEAR OF THIS AGREEMENT, AND XXXXX FOR
THE FOLLOWING YEARS, OF THEIR ANNUAL TURNOVER FOR THE ADVERTISING OF THE
PRODUCTS.

10.4. INTER PARFUMS UNDERTAKES THAT, ON BASIS OF REPARTITION FIXED IN APPENDIX
3, SUCH TOTAL ADVERTISING BUDGET (INTER PARFUMS AND ITS DISTRIBUTORS) WILL NOT
BE LOWER THAN XXXXXXX FOR THE SECOND CONTRACT YEAR AND THAN XXXXXXX
EACH YEAR, FROM THE THIRD TO THE SIXTH CONTRACT YEAR. FROM THE SEVENTH
CONTRACT YEAR, INTER PARFUMS UNDERTAKES THAT THE ADVERTISING BUDGET

                     WILL NOT BE LOWER THAN XXXXXXXXX.

10.5. REPORTS, PUBLICATIONS AND INFORMATION TO THIRD PARTIES THAT ARE RELATED
SPECIFICALLY TO THIS CONTRACT, OR GENERALLY TO THE COOPERATION BETWEEN
INTER PARFUMS AND STD, MUST HAVE THE PRIOR WRITTEN APPROVAL OF STD.

10.6. INTER PARFUMS WILL SUBMIT TO STD'S PRIOR APPROVAL, BEFORE THEIR USE, ALL
THE DISPLAY MATERIAL (SUCH AS DISPLAYS, PACKING CASES, CATALOGUES, ETC). INTER
PARFUMS UNDERTAKES TO ONLY USE A DISPLAY MATERIAL CONSISTENT WITH THE ONE
USED BY STD, AND APPROVED BY STD IN WRITING.

10.7. INTER PARFUMS WILL FORWARD TO STD EACH YEAR, BEFORE THE 31 AUGUST A
COMPLETE REPORT ON THE ADVERTISING INVESTMENTS MADE DURING THE YEAR
BEFORE, AND ALL THE CORRESPONDING PRESS CUTTINGS WILL BE AT THE DISPOSAL OF
STD AT INTER PARFUMS'S OFFICES.

11. PRODUCTS, LINES OF PRODUCTS

7/12

11. 1. IN ORDER TO PROTECT THE STD'S IMAGE, THE GLOBAL POSITION OF THE PRODUCTS,
INCLUDING PRICE AND DISCOUNT POSITION, WILL BE SET UP BY BOTH PARTIES.

                                        7
11.2. INTER PARFUMS UNDERTAKES TO CONTINUOUSLY KEEP AN AVAILABLE STOCK OF
PRODUCTS FOR THE SALE, OF ABOUT THREE (3) MONTHS OF SALES.

11.3. INTER PARFUMS UNDERTAKES TO TAKE ALL NECESSARY STEPS IN ORDER TO

- PROPOSE AT LEAST TWO LINES OF PRODUCTS, FOR MEN AND WOMEN, AND TO
- EXTEND AS MUCH AS POSSIBLE IN THE FUTURE THE RANGE OF LINES OF THE PRODUCTS.

12. TRADEMARKS

12.1. INTER PARFUMS RECOGNISES THE CURRENT AND FUTURE RIGHTS OF STD ON THE
TRADEMARKS, INCLUDING, BUT NOT LIMITED TO, THE TRADEMARKS DESCRIBED
HEREUNDER IN ARTICLE 12.2 AND WILL NEITHER CONTEST THIS FACT NOR INSTIGATE ANY
CONTESTATION. THE CONTRACTUAL PARTNERS AGREE THAT ALL RIGHTS RELATED TO THE
TRADEMARKS, DERIVING FROM THEIR USE BY INTER PARFUMS, ARE THE SOLE PROPERTY
OF STD.

 INTER PARFUMS UNDERTAKES TO USE THE TRADEMARKS ONLY IN RELATION WITH
                                  THE
  PRODUCTS, THE PRODUCTS ENVIRONMENT, THEIR SALE AND THEIR PROMOTION

                                EXCLUSIVELY.

       INTER PARFUMS UNDERTAKES NOT TO REGISTER OR HAVE REGISTERED THE
                        TRADEMARKS IN HIS OWN NAME.

 INTER PARFUMS UNDERTAKES TO USE THE S.T.DUPONT AND D TRADEMARKS ONLY
                                   IN
             THE EXACT FORM AS IT IS SPECIFIED IN APPENDIX 1.

FOR ANY USE OF THE TRADEMARKS COMBINED WITH ANOTHER NAME, TRADEMARK,
LOGO, SIGN OR ELEMENT, INTER PARFUMS WILL ASK FOR PRIOR WRITTEN APPROVAL BY
STD.

       INTER PARFUMS FURTHER UNDERTAKES TO ASK FOR STD'S PRIOR WRITTEN
                                   APPROVAL
               FOR ANY USE OF THE TRADEMARKS ON ITS STATIONARY.

12.2. SHOULD THE CHOICE AND THE REGISTRATION OF ONE OR SEVERAL NEW
TRADEMARKS FOR THE DIFFERENT LINES OF PRODUCTS BECOME NECESSARY, INTER
PARFUMS WILL SUBMIT TO STD IN THE MARKETING PLAN DESCRIBED IN ARTICLE 7 ABOVE
ALL DETAILS CONCERNING THOSE NEW TRADEMARKS, FOR STD'S PRIOR WRITTEN
APPROVAL. INTER PARFUMS UNDERTAKES TO BE REASONABLE AS REGARDS ITS WISHES
FOR SUCH NEW TRADEMARKS, AND IN ANYWAY NOT TO PLAN THE APPLICATION OF
MORE THAN ONE NEW TRADEMARK FOR EACH STD'S FINANCIAL YEAR WITH A MAXIMUM
OF FOUR NEW TRADEMARKS FOR THE DURATION OF THE AGREEMENT. IT IS UNDERSTOOD
THAT THE PRESENT AGREEMENT WILL BE EXTENDED TO SUCH NEW TRADEMARKS.

INTER PARFUMS WILL PROPOSE TO STD SEVERAL NAMES AND/OR LOGOS FOR THOSE NEW
TRADEMARKS, WHICH WILL BE CHECKED PREVIOUSLY BY INTER PARFUMS IN ORDER TO
MAKE SURE THAT THERE IS NO PRIOR REGISTRATIONS OF THE SAME NAMES AND/OR
LOGOS, IN THE COUNTRIES OF APPLICATIONS, AND THAT THEY MAY BE REGISTERED. STD
WILL BE FREE TO REFUSE

8/12

ANY NAME AND/OR LOGO, FOR WHATEVER REASON. STD WILL FILE THOSE NEW
TRADEMARKS APPLICATIONS ON ITS NAME, SUBJECT TO STD'S DISCRETION, AT ITS OWN
COST, IN A MAXIMUM OF 40 (FORTY) COUNTRIES WHERE INTER PARFUMS INTENDS TO
DISTRIBUTE THE PRODUCTS.

                                     8
12.3. STD SHALL USE ITS BEST EFFORTS TO THE EXTENT MADE POSSIBLE BY LOCAL LAWS
TO DEFEND THE RIGHTS RELATED TO THE REGISTERED TRADEMARKS IN THE RELEVANT
COUNTRIES AGAINST DUPLICATE TRADEMARK REGISTRATIONS AND COUNTERFEIT OR ITS
USE BY THIRD PARTIES IN THE SAME AREA AS THE CONTRACT PRODUCTS. THIS WILL TAKE
PLACE IN CONSULTATION WITH INTER PARFUMS, WHICH IN TURN, IS OBLIGED TO ASSIST
IN THIS DEFENCE TO THE BEST OF ITS ABILITIES. SHOULD THE CONTRACTUAL PARTNERS
AGREE TO PROCEED AGAINST THIRD PARTIES, INTER PARFUMS WILL REFUND TO STD HALF
OF THE COST OF SUCH DEFENCE. IN CASE OF COMPENSATION RECEIVED BY STD FOR
THAT DEFENSE, STD WILL GIVE TO INTER PARFUMS HALF OF THE SUMS RECEIVED.

INTER PARFUMS WILL INFORM STD OF ANY ACTUAL OR POTENTIAL INFRINGEMENT THAT
MAY COME TO ITS NOTICE IN RESPECT OF ANY TRADEMARKS OR OTHER INDUSTRIAL
PROPERTY RIGHT, WHICH ARE THE PROPERTY OF, OR ARE USED BY STD, AND STD WILL
TAKE ALL THE MEASURES THAT IT WILL DEEM APPROPRIATE.

12.4. SHOULD FOR SPECIAL REASONS STD REGARD DEFENSIVE MEASURES AS NOT
NECESSARY, STD WILL INFORM INTER PARFUMS. INTER PARFUMS MAY THEREWITH TAKE
THE DECISION TO DEFEND THE RIGHTS OF STD AT ITS OWN COST. IN SUCH A CASE, INTER
PARFUMS WOULD CARRY OUT SUCH DEFENCE TO THE BEST OF ITS ABILITY AND TO THE
EXTENT MADE POSSIBLE BY LOCAL LAWS, UNDER THE CLOSE SUPERVISION OF STD. INTER
PARFUMS WILL ASK FOR STD'S WRITTEN APPROVAL BEFORE TAKING ANY STEP IN THIS
RESPECT, AND, MORE PARTICULARLY, BEFORE MAKING ANY DECLARATION OR GIVING
ANY INFORMATION.

12.5. IN THOSE COUNTRIES LISTED IN APPENDIX 2 TO THIS CONTRACT, WHERE
TRADEMARKS RIGHTS HAVE BEEN APPLIED FOR BUT NOT YET REGISTERED, STD WILL
CONTINUE THE REGISTRATION PROCESS. NEVERTHELESS STD WILL NOT BE RESPONSIBLE
FOR THE REJECTION OR REFUSAL OF THE TRADEMARKS. MOREOVER, STD WILL
ENDEAVOUR AT ITS OWN EXPENSE TO MAINTAIN ALL THE TRADEMARK REGISTRATIONS
MENTIONED IN APPENDIX I TO THIS CONTRACT FOR THE DURATION OF THE AGREEMENT.

SHOULD LEGAL OR OTHER FACTORS BE AN OBSTACLE TO THE REGISTRATION OF THE
TRADEMARK IN A COUNTRY WHERE AN APPLICATION AND REGISTRATION SHOULD BE
MADE, BOTH CONTRACTUAL PARTNERS WILL DO THEIR BEST TO EITHER REMOVE THE
HINDRANCES OR FIND AN ALTERNATIVE SOLUTION.

12.6. SHOULD STD SO REQUEST, INTER PARFUMS WILL MAKE ITS BEST EFFORTS TO
SUPPORT THE REGISTRATION OR THE MAINTENANCE OF THE TRADEMARKS, ESPECIALLY
BY GIVING INFORMATION, MAKING NECESSARY DECLARATIONS AND DELIVERY OF
REQUIRED DOCUMENTATION, ETC.

12.7. STD HEREBY AGREES THAT INTER PARFUMS WILL BE ENTERED AS A "REGISTERED
USER" AT THE COST TO INTER PARFUMS FOR THE PRODUCTS, IN THOSE COUNTRIES WHERE
THE NATIONAL LEGAL SYSTEM EITHER PERMITS OR REQUIRES IT.

9/12

13 - TERMINATION

13.1. EITHER PARTY WILL HAVE THE RIGHT TO IMMEDIATELY TERMINATE AS OF RIGHT THE
AGREEMENT AT ANY TIME IN THE FOLLOWING CASES --

                -IF THE OTHER PARTNER BECOMES INSOLVENT,
  -WHEN LIQUIDATION OR BANKRUPTCY PROCEEDINGS CONCERNING A PARTNER'S
                            ASSETS COMMENCES,

                                       9
- WHEN, DESPITE A REMINDER, A CONTRACTUAL OBLIGATION OR AN OBLIGATION
RESULTING FROM THIS CONTRACT IS NOT FULFILLED WITHIN 30

                                    DAYS,

- WITHOUT A REMINDER, WHEN AN IMPORTANT OBLIGATION, SUCH AS A NON-
AUTHORIZED USE OF THE TRADEMARKS, OR A PRODUCT MARKETED WITHOUT THE
APPROVAL OF STD, IS AGAIN CONTRAVENED OR,
- WITH A ONE-YEAR DELAY, IF, AT THE END OF THE FOURTH CONTRACT YEAR, OR ANY
OTHER FOLLOWING YEAR, THE ANNUAL TURNOVER MADE BY INTER PARFUMS FOR THE
PRODUCTS REMAINS LOWER THAN XXXXXXX OR IF INTER PARFUMS DOES NOT REACH A
TURNOVER OF XXXXXXX DURING ANY TWO CONSECUTIVE YEARS.

STD CAN ALSO TERMINATE THE CONTRACT AT ANY TIME IF INTER PARFUMS DEFAULTS
ON PAYMENT OF THE LICENCE FEES DUE TO STD ONE MONTH AFTER THE FORWARDING
OF A REMINDER.

13.2. TERMINATION AND REMINDERS MUST BE SERVED BY REGISTERED LETTER WITH
ACKNOWLEDGEMENT OF RECEIPT.

13.3. THE TERMINATION OF THIS CONTRACT IN ACCORDANCE WITH THE LISTED
CONDITIONS IN NO WAY FREES THE CONTRACTUAL PARTNERS FROM THE OBLIGATIONS
EITHER CONTAINED IN THIS CONTRACT, ARISING FROM IT, OR BEING DUE FOLLOWING ITS
EXPIRY. IN THE CASE OF JUSTIFIED TERMINATION BY STD AS A RESULT OF INTER
PARFUM'S DEFAULT, ALL OUTSTANDING LICENCE FEES SHALL BECOME DUE FOR
PAYMENT BY INTER PARFUMS.

THE TERMINATION OF THIS AGREEMENT, FOR ANY OF THE REASONS HEREABOVE, BY ANY
OF THE PARTIES, WILL NOT GIVE THE RIGHT FOR THE OTHER PARTY TO ANY INDEMNITY
OR COMPENSATION WHATSOEVER.

13.4. ON THE DAY OF EXPIRY OF THIS CONTRACT, INTER PARFUMS SHALL IMMEDIATELY
STOP ALL USE OF THE TRADEMARKS, SHALL REMOVE THEM FROM ALL BUSINESS
DOCUMENTS, INVOICES, STATIONARY, ADVERTISING, ETC. INTER PARFUMS WILL ALSO
CEASE TO MAKE ANY REFERENCE TO STD AND/OR ITS TRADEMARKS, PREVIOUS
ACTIVITIES/COOPERATION FOR/WITH STD AS PARTNER/ LICENCEE AND ALSO BEARS THE
RESPONSIBILITY FOR ITS SUBLICENCEES.

13.5. INTER PARFUMS WILL HAVE THE RIGHT TO MARKET THE PRODUCTS PREVIOUSLY
MANUFACTURED, OR IN MANUFACTURE, ON THE DAY OF THE AGREEMENT TERMINATION.
IN SUCH EVENT, INTER PARFUMS UNDERTAKES TO SEND TO STD WITH 15 DAYS STARTING
FROM THE TERMINATION DATE OF THIS AGREEMENT, A STATEMENT OF THE REMAINING
STOCKS OF THE PRODUCTS. HOWEVER, THE QUANTITY MAY NOT EXCEED THAT OF A
THREE (3) MONTHS

10/12

PRODUCTION QUOTA, ASCERTAINED FROM THE AVERAGE PRODUCTION DURING THE SIX
(6) MONTHS PRIOR TO THE EXPIRY OF THIS AGREEMENT. THESE PRODUCTS MUST BE SOLD
PRIOR TO A DEADLINE OF SIX (6) MONTHS FOLLOWING THE TERMINATION OF THIS
AGREEMENT, IN ACCORDANCE WITH STANDARD CONDITIONS AND VIA THE PREVIOUSLY
USED OR SIMILAR SALES CHANNELS. AT THE END OF THIS 6 MONTH PERIOD, STD WILL
HAVE THE OPTION, AT ITS SOLE DECISION, TO BUY THE REMAINING STOCKS TO INTER
PARFUMS AT THE COST PRICE. INTER PARFUMS WILL DRAW UP ACCOUNTS CONCERNING
THESE SALES WITHIN SIX (6) MONTHS AFTER THE TERMINATION OF THIS AGREEMENT,
AND PAY THE CORRESPONDING LICENCE FEES TO

                                     STD.
14. LIABILITY

14.1. STD HEREBY DECLARES THAT, IN THE COUNTRIES NAMED BY IT IN THE APPENDIX 1,
WHERE THE

                                       10
TRADEMARKS HAVE ALREADY BEEN REGISTERED, THERE ARE NO KNOWN
CIRCUMSTANCES THAT WOULD PREVENT THE MARKETING OF THE PRODUCTS. THE
CONTRACTUAL PARTNERS WILL NEVERTHELESS AGREE IN ADVANCE CONCERNING THE
INDIVIDUAL COUNTRIES PRIOR TO DELIVERY OF THE CONTRACT PRODUCTS.

14.2. SHOULD FRESH CIRCUMSTANCES ARISE FOLLOWING THE SIGNING OF THIS
CONTRACT, WHICH SERIOUSLY LIMIT THE TRADEMARK USAGE RIGHTS OF INTER PARFUMS
IN ANY OF THE MAJOR TERRITORY, THE CONTRACTUAL PARTNERS WILL NEGOTIATE
CONCERNING AN ALTERATION TO THE LICENSING FEES OR TO AN EARLY TERMINATION
OF THE CONTRACTUAL RELATIONSHIP.

14.3. FOR THE DURATION OF THIS CONTRACT AND FOLLOWING ITS TERMINATION, INTER
PARFUMS WILL KEEP STD EXONERATED FROM AND INDEMNIFIED AGAINST LIABILITY FOR
NATIONAL AND INTERNATIONAL CLAIMS, THAT MAY BE RAISED BY THIRD PARTIES
AGAINST STD AND/OR INTER PARFUMS IN CONNECTION WITH THE PRODUCTS
MENTIONED IN AND RELATED TO THIS CONTRACT (IN PARTICULAR THEIR MANUFACTURE,
STORAGE, TRANSPORT, PROMOTION, ADVERTISING, SALES, APPLICATION AND USE). THE
APPROBATION BY STD OF DESIGNS OR/AND PROTOTYPES, ACCORDING TO PARAGRAPH 9.3
ABOVE, WILL NOT ALTER STD'S EXONERATION FROM LIABILITY.

INTER PARFUMS SHALL OBLIGE THE MANUFACTURER OF THE PRODUCTS TO
INCORPORATE STD INTO ITS OWN EXISTING THIRD-PARTY LIABILITY INSURANCE AS A
BENEFICIARY AND TO MAINTAIN THE INSURANCE AT HIS OWN EXPENSE.

15. CONFIDENTIALITY

THE CONTRACTUAL PARTNERS MUTUALLY CONSENT TO MAINTAIN THE
CONFIDENTIALITY OF ALL BUSINESS MATTERS AND PROCEDURES, IN PARTICULAR
BUSINESS AND OPERATIONAL SECRETS, BELONGING TO THE OTHER CONTRACTUAL
PARTNER WITH WHICH THEY MAY BECOME FAMILIAR AND WHICH ARE NOT GENERALLY
KNOWN. THIS SHALL APPLY BOTH FOR THE DURATION OF THIS CONTRACT AND AFTER ITS
TERMINATION. THE DISCLOSURE OF ANY INFORMATION TO THIRD PARTIES REQUIRES THE
PREVIOUS EXPLICIT WRITTEN CONSENT OF THE OTHER CONTRACTUAL PARTNER.

16. MISCELLANEOUS

11/12

16.1. HE PARTIES AGREE THAT, TAKING INTO ACCOUNT THAT S.T. DUPONT PARIS AND
INTER PARFUMS ARE BOTH LISTED AT THE STOCK-EXCHANGE, IT IS EXPRESSLY
UNDERSTOOD THAT THE MODIFICATION OF THE MAJORITY SHAREHOLDERS OF ONE
PARTY WILL NOT ALLOW THE OTHER PARTY TO EARLY TERMINATE THIS AGREEMENT. THIS
STIPULATION WILL NOT BE APPLICABLE IN CASE THE NEW MAJORITY SHAREHOLDERS OF
INTER PARFUMS WOULD BE A DIRECT OR INDIRECT COMPETITOR OF STD OR OF
S.T.DUPONT PARIS. IN SUCH CASE, STD WOULD BE ENTITLED TO EARLY TERMINATE THIS
AGREEMENT AT THE CONDITIONS SET IN ARTICLE 13.1 ABOVE.

16.2. NO CONTRACTUAL PARTNER IS EMPOWERED TO TRANSFER RIGHTS OR DUTIES,
NOTWITHSTANDING THE PROVISIONS OF ARTICLE 5, CONCERNING THE OTHER PARTNER
THAT DERIVE FROM THIS AGREEMENT, OR TO TRANSFER THE AGREEMENT AS A WHOLE,
TO A THIRD PARTY WITHOUT THE PREVIOUS, EXPLICIT WRITTEN PERMISSION OF THE
OTHER CONTRACTUAL PARTNER. THIS ALSO APPLIES TO TRANSFERS TO COMPANIES
CONNECTED TO THE CONTRACTUAL PARTNERS. MOREOVER, INTER PARFUMS
UNDERTAKES NOT TO SUB-LICENCE THIS AGREEMENT ON ITS WHOLE OR PARTLY, UNLESS
WITH STD'S PRIOR WRITTEN CONSENT.

                                     11
      16.3.   CHANGES AND/OR ADDITIONS TO THIS CONTRACT ARE ONLY VALID WHEN AGREED IN
              WRITTEN FORM AND EXPLICITLY DEFINED AS SUCH. SHOULD ONE OF THE PARTIES
              BE UNABLE TO FULFIL THE TERMS OF THE CONTRACT, THE OTHER PARTNER SHOULD
              BE INFORMED, IN ORDER THAT A CONTRACTUAL ALTERATION CAN BE MADE.

      16.4    STD'S FAILURE TO REQUIRE INTER PARFUMS TO COMPLY FULLY WITH THIS
              AGREEMENT AT ANY TIME, AND/OR STD'S FAILURE TO EXERCISE ANY RIGHT
              RESULTING HEREUNDER SHALL NOT UNDER ANY CIRCUMSTANCES BE INTERPRETED AS
              A WAIVER BY STD OF THE RIGHT TO REQUIRE SUCH PERFORMANCE.

      16.5.   WHENEVER FEASIBLE, DIFFERENCES OF OPINION CONCERNING THIS CONTRACT
              SHOULD BE AMICABLY RESOLVED. SHOULD THIS NOT BE POSSIBLE, LAUSANNE IS
              THE PLACE OF JURISDICTION AND THIS CONTRACT IS SUBJECT TO SWISS LAW.

      16.6.   SHOULD INDIVIDUAL REQUIREMENTS CONTAINED IN THIS CONTRACT PROVE TO BE OR
              BECOME INEFFECTIVE, THIS HAS NO EFFECT UPON THE REMAINING STIPULATIONS
              OR THE CONTRACT AS A WHOLE. THE SAME APPLIES SHOULD LOOPHOLES APPEAR.
              THE INDIVIDUAL STIPULATION TO BE DISCARDED OR THAT IS MISSING, SHOULD BE
              COMPENSATED FOR BY A LEGALLY EFFECTIVE CONDITION THAT CORRESPONDS TO THE
              PURPOSE OF THIS CONTRACT.

      16.7.   THE APPENDIX 1 AND 2 ARE AN INTEGRAL ELEMENT WITHIN THIS CONTRACT.




16.8 THIS AGREEMENT IS IN THE FRENCH LANGUAGE ONLY, WHICH LANGUAGE SHALL BE
CONTROLLING IN ALL RESPECTS. NO TRANSLATION OF THIS AGREEMENT INTO ANY
OTHER LANGUAGE SHALL BE OF ANY FORCE OR EFFECT IN THE INTERPRETATION OF THIS
AGREEMENT OR IN A DETERMINATION OF THE INTENT OF EITHER OF THE PARTIES HERETO.

                        SIGNED IN FRIBOURG, ON 20 JUNE 1997.

         S.T. DUPONT                                  INTER PARFUMS
         /S/                                          /S/
         GUY MAGNIN, DIRECTOR                         PHILIPPE BENACIN, PRESIDENT
                                       12/12




                                            12
                                Exhibit 10.70

STRICTLY PRIVATE AND CONFIDENTIAL

                       DATED ________________ 1998

                         PAUL SMITH LIMITED (1)
                                  -and-
                          INTER PARFUMS S.A. (2)
                                  -and-
                      JEAN-PHILIPPE FRAGRANCES (3)

                          LICENCE AGREEMENT

                   FREETH CARTWRIGHT HUNT DICKINS
                              Solicitors

                              Express Buildings
                          29 Upper Parliament Street
                                Nottingham
                                 NG1 2AQ

                            DX 10017 Nottingham
                          Telephone (0115) 9369369
                          Facsimile (0115) 9350352
THIS AGREEMENT is made the _______ day of __________ 1998

BETWEEN:

(1) PAUL SMITH LIMITED whose registered office is situate at Riverside Buildings Riverside Way Nottingham
England ("the Grantor");

(2) INTER PARFUMS S.A. a corporation duly organised and existing under the laws of France with its principal
office at 4 Rond Point des Champs Elysees, 75008 Pan's (B350 219 382) ("the Licensee"); and

(3) JEAN-PHILIPPE FRAGRANCES INC. a corporation duly organised and existing under the laws of
Delaware with its principal office at 551,5 th Avenue New York NY 10176 ("the Guarantor")

WHEREAS:

A. The Grantor designs and manufactures quality clothing and accessories in the United Kingdom and in other
countries

B. The Grantor owns the Trademarks consisting of "PAUL SMITH" and "PS PAUL SMITH" used alone and in
a logo design and has registered the Trademarks in respect of fragrances in the countries specified in Exhibit A.

C. The Licensee manufactures and sells perfumes and fragrances throughout the world.

D. The Licensee wishes to manufacture advertise promote and sell fragrances under the Trademarks in the
Licensed Territory.

E. The Grantor is prepared to grant and the Licensee to take a licence in the Licensed Territory to manufacture,
advertise, promote and sell fragrances under the Trademarks on the terms and for the consideration hereinafter
appearing

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1. In this Agreement the following words and phrases shall have the following meanings unless the context
clearly requires otherwise
1. 1. 1. "Affiliated Distributors"

Shall mean distributors of the Licensee in which either the Licensee or the Guarantor either holds more than 50%
of the share voting rights or otherwise has effective control.

1.1.2. "Business"

Shall mean that part of the business of the Licensee which involves the manufacture and/or distribution of the
Licensed Products (or any part or parts thereof).

1.1.3. "Business Day"

Shall mean any day which is not a Saturday not a Sunday and not a recognised public holiday in either the
Grantor's or the Licensee's country.

1.1.4. "Calendar Quarter"

Shall mean a three monthly period commencing on the first day of each of the months of January, April, July and
October in every year of the Term.

1.1.5. "Contract Year"

Shall mean each of the following twelve (12) years: -

                                               First Contract Year

                                 The period from the 1st day of January 1999 to the
                                           31st day of December 1999;

                                              Second Contract Year

                                 The period from the 1st day of January 2000 to the
                                           31st day of December 2000;

                                               Third Contract Year

                                 The period from the 1st day of January 2001 to the
                                           31st day of December 2001;

                                                         2
             Fourth Contract Year

The period from the 1st day of January 2002 to the
          31st day of December 2002;

              Fifth Contract Year

The period from the 1st day of January 2003 to the
          31st day of December 2003;

              Sixth Contract Year

The period from the 1st day of January 2004 to the
          31st day of December 2004;

            Seventh Contract Year

The period from the 1st day of January 2005 to the
          31st day of December 2005;

             Eighth Contract Year

The period from the 1st day of January 2006 to the
          31st day of December 2006;

              Ninth Contract Year

The period from the 1st day of January 2007 to the
            31st day of January 2007;

             Tenth Contract Year

The period from the 1st day of January 2008 to the
            31st day of January 2008;

            Eleventh Contract Year

The period from the 1st day of January 2009 to the
          31st day of December 2009;

                        3
                                             Twelfth Contract Year

                                The period from the 1st day of January 2010 to the
                                          31st day of December 2010;

1.1.6. "Excluded Duty Free Outlets"

Shall mean such duty free outlets as may be notified from time to time by the Grantor to the Licensee pursuant to
clause 6.11 of this Agreement.

1.1.7. "Intellectual Property Rights"

Shall mean all copyrights, registered and unregistered design rights, patents, trademarks and all other rights

1.1.8. "Licensed Products"

Shall mean the Products manufactured by or for and sold by the Licensee and/or any sub licensee of the Licensee
under the Trademarks

1.1.9. "Licensed Territory"

Shall mean the world (excluding the Excluded Duty Free Outlets)

1.1.10. "Minimum Royalty"

Shall mean

(a) in the First Contract Year there shall be _____ Minimum Royalty;

(b) in the Second Contract Year a Royalty of at least

                                                  French Francs;

(c) in the Third Contract Year a Royalty of at least

                                                  French Francs;

                                                         4
(d) in the Fourth Contract Year a Royalty of at least _____ French Francs;

(e) in the Fifth Contract Year a Royalty of at least ________ French Francs; and

(f) in the Sixth Contract Year and every subsequent Contract Year of the Term means the higher of

(i) _______ francs; and

(ii) such other amount as the Grantor and the Licensee, negotiating in good faith shall agreed during the Fifth
Contract Year.

1.1.11. "Royalty"

Shall mean the royalty payable by the Licensee to the Grantor under clause 5.1 of this Agreement.

1.1.12. "Products"

Shall mean men's and women's and children's fragrances and cosmetics and related packaging and promotional
materials.

1.1.13. "Restricted Information"

Shall mean any information which is disclosed to either party to this Agreement by the other pursuant to or in
connection with this Agreement (whether orally or in writing and whether or not such information is expressly
stated to be confidential or marked as such)

1.1.14. "Term"

Shall mean the term of this Agreement being the period of twelve years commencing on lst January 1999 and
expiring on 31st December 2010.

                                                         5
1.1.15. "Trademarks"

Shall mean the trademarks "PAUL SMITH" and "PS PAUL SMITH" and in each case used with such other
additional word or words as may be approved by the Grantor in writing from time to time.

1.1.16. "Turnover"

Shall mean aggregate gross sales of each of the Licensed Products sold by the Licensee (or, if the price of any
Licensed Product re-sold by an Affiliated Distributor shall be higher than the price at which the Licensed Product
was sold to the Affiliated Distributor by the Licensee then the aggregate sales of each such Licensed Product sold
by the Affiliated Distributors shall be substituted for the gross sales of such Licensed Products by the Licensee to
the Affiliated Distributors) and/or its sub-licensees to customers in the Licensed Territory (whether by wholesale
or retail and including sales to the Grantor and its licensees) less:

(a) actual trade discounts and other discounts approved of in writing by the Grantor and allowed to customers
(but excluding early settlement discounts);

(b) returns and credits actually granted to customers (but excluding bad debts);

(c) point of sale items (including gifts, samples and testers given to customers and show cards);

(d) any commodity or consumption taxes imposed on the Licensee or (as the case may be) the Affiliated
Distributors by any Government within the Licensed Territory in respect of the Licensed Products; and

(e) shipping and insurance costs borne by the Licensee or (as the case may be) the Affiliated Distributors in the
supply of the Licensed Products to their customers.

                                                         6
1.2. Index Linked

In this Agreement where any figure is followed by the words "(Index Linked)" such figure shall be deemed to be
automatically increased on each anniversary of the date of this Agreement in line with any increase in indice des
prix de detail since the immediately preceding anniversary of the date of this Agreement.

2. GRANT

2.1. The Grantor hereby grants to the Licensee throughout the Term the right to manufacture, advertise, promote,
sell and distribute the Licensed Products in the Licensed Territory and subject to the provisions of this Agreement
to use the Trademarks only in connection therewith.

2.2. This Licence is an exclusive licence throughout the Licensed Territory with respect to the Licensed Products
and neither the Grantor itself nor any third party licensed by the Grantor shall have the right to advertise, promote,
manufacture, sell or distribute, nor cause the advertising, promotion, manufacture of, sale or distribution of any
items or material directly competitive with any Licensed Product within the Licensed Territory other than the
resale of the Licensed Products by the Grantor of Licensed Products purchased from the Licensee or any
Affiliated Distributor or any sub-licensee of the Licensee PROVIDED THAT the Grantor shall not be deemed to
be in breach of the terms of this Agreement if it shall continue to sell or otherwise distribute fragrances,
moisturisers, talcum powder and/or toothpaste prior to the commercial launch by the Licensee of each such line
of Licensed Products nor by the sale or other distribution of stocks of such lines held by or on behalf of the
Grantor at the date of the commercial launch by the Licensee of each such line of Licensed Products.

2.3. The Licensee shall launch for commercial sale a men's line and a women's line of the Licensed Products in
the Licensed Territory within the first eighteen months of the Term such lines to be distributed to similar levels as
the Grantor's competitors' products at the appropriate level in the following countries within the first Three
Contract Years:-

United Kingdom, Japan, United States of America, Canada, Spain, Portugal, France, Germany, Austria, Italy,
Belgium, Luxembourg, Netherlands, Norway, Finland, Sweden, Denmark, Hong Kong, Singapore, Taiwan and
Australasia.

                                                          7
Other lines of Licensed Products (including without limitation a line of Licensed Products for children) shall be
launched for commercial sale at such times as may be mutually agreed between the Grantor and the Licensee.

3. VALIDATION

Each party hereto shall at its own expense do all things appropriate to its status as Grantor or as Licensee and
necessary for the purpose of rendering this Agreement valid and enforceable.

4. COMMENCEMENT AND DURATION

4.1. Unless sooner terminated by Clauses 9.3. or 10 hereof this Agreement shall continue in force from the date
hereof to the expiry of the Term.

4.2. The parties shall commence negotiations in the Ninth Contract Year regarding the renewal of this Agreement
at the end of the Term.

5. FINANCIAL PROVISIONS

5.1. Royalties

In each Contract Year of the Term the Licensee shall pay to the Grantor whichever shall be the greater of the
Minimum Royalty or a royalty at the following rates:-

5.1.1. on annual Turnover of up to (and including) _____________ French Francs (Index Linked) - ___ of the
Turnover of the Licensed Products sold by the Licensee and (as the case may be) Affiliated Distributors; and

5.1.2. on annual Turnover of over _____________ French Francs (Index Linked) and up to (and including)
___________________ French Francs (Index Linked) - __ of the Turnover of the Licensed Products sold by
the Licensee and (as the case may be) Affiliated Distributors in excess of ______________ French Francs
(Index Linked);

5.1.3. on annual Turnover of over ______________ French Francs (Index Linked) and up to (and including)
______________________ French Francs (Index Linked) - ___ of the Turnover of the Licensed Products sold
by the Licensee and (as the case may be)

                                                         8
Affiliated Distributors in excess of ___________________ French Francs (Index Linked); and

5.1.4. on annual Turnover of over _____________________ French Francs (Index Linked) - ___of the
Turnover of the Licensed Products sold by the Licensee and (as the case may be) Affiliated Distributors in excess
of ____________ French Francs (Index Linked).

5.2. The Licensee shall on the date of this Agreement pay to the Grantor the sum of ___________French Francs
on account of the Royalty payable under this Agreement which shall not be refundable in any circumstances.

5.3. Within thirty (30) days of the end of each Calendar Quarter in every year of the Term the Licensee shall pay
to the Grantor whichever shall be the higher of the Minimum Royalty or the Royalty payable to the Grantor by
reference to the Turnover during the immediately preceding Calendar Quarter (credit being given for the advance
payment of royalty referred to in clause 5.2 until the aggregate Royalty payable under this Agreement shall
exceed the amount of the advance payment).

5.4. Records

5.4.1. The Licensee shall keep at its usual place of business books of account relating exclusively to the sales of
the Licensed Products and of the amount spent by the Licensee on advertising the Licensed Products and
containing such true entries complete in every particular as may be necessary or proper for enabling the amount
of the Royalty and other payments and amounts hereby reserved or payable to be conveniently ascertained; and

5.4.2. The Licensee shall permit the duly authorised representatives of the Grantor at the Grantor's expense to
inspect the said books and all other relevant books of account of the Licensee and to take copies thereof and
shall procure that the Affiliated Distributors and sub-licensees of the Licensee shall permit the duly authorised
representatives of the Grantor at the Grantor's expense to inspect the business books of account and all other
relevant books of account of the Affiliated Distributors and sub licensees of the Licensee not more than once in
each Contract Year (unless such inspection shall establish that the amount of the Royalty paid to the Grantor in
respect of the period covered by the inspection is inaccurate by 5% or more of the amount properly payable the

                                                         9
Grantor shall be entitled to undertake subsequent inspections without any limitation on the number or their
frequency) and to take copies thereof and the Licensee shall give all such other information as may be necessary
or proper to enable the amount of the Royalty and other payments payable hereunder to be ascertained as
aforesaid at any time during usual business hours. If the inspection established that the amount of the Royalty paid
to the Grantor in respect of the periods covered by the inspection is inaccurate by 5% or more of the amount
properly payable the Licensee will pay on demand the Grantor the costs of that inspection. If the inspection
established that the amount of the Royalty paid to the Grantor is inaccurate then the amount of any Royalty
underpaid together with compound interest at the rate of 4% above the base rate for the time being of Barclays
Bank plc from the date the underpayment should have been made until the date of actual payment.

5.5. Reports

5.5.1. The Licensee shall deliver to the Grantor every Calendar Quarter in each year of the Term a true and
complete statement in writing of all Licensed Products sold in the Licensed Territory by the Licensee, the
Affiliated Distributors and any sub licensees of the Licensee during the immediately preceding Calendar Quarter
together with the sales prices of such Licensed Products.

5.5.2. The Licensee shall deliver to the Grantor every alternate Calendar Quarter in each year of the Term a true
and complete statement in writing of all amounts spent by the Licensee in advertising the Licensed Products in the
Licensed Territory in the two immediately preceding Calendar Quarters.

5.6. Authority to make Payment

If at any time during the continuation of this Agreement the Licensee is prohibited from making any of the
payments hereunder reserved without appropriate authority then the Licensee will forthwith inform the Grantor of
such prohibition and commence and diligently pursue all necessary steps to secure from the appropriate authority
permission to make the said payments and pending the obtaining of such permission shall place all payments to be
made hereunder in an interest bearing bank account and will pay all such payments together with interest earned
thereon to the Grantor within seven days of receiving such permission.

                                                        10
5.7. Place and Currency of Payment

All sums due and payable hereunder shall be payable in London in French Francs unless the Grantor directs
payment in some other place or currency.

5.8 Rate of Exchange

The conversion rate of one currency to any other currency shall be the rate of exchange of an authorised British
foreign exchange bank on the day of actual payment. Any dispute over the rate of exchange will be determined
by the certificate of a Banker of repute nominated by the Grantor.

5.9. Deductions

Any taxes levied by the government of France upon the payments to be made by the Licensee to the Grantor
pursuant to this Agreement and required to be withheld by the Licensee from such payments shall be borne by
the Grantor and shall be withheld and paid by the Licensee to the appropriate authority. The Licensee shall
supply the Grantor promptly after each tax payment official tax receipts and other evidence of payment issued by
the French tax authorities. In the event that the rate of French withholding taxes changes at any time during the
continuance of this Agreement then the parties hereto shall be at liberty to re-negotiate and settle in writing the
terms of payment.

6. LICENSEE'S COVENANTS

The Licensee covenants with the Grantor:

6.1. Trademarks

Except as provided by the licence granted under this Agreement nothing herein or otherwise shall give to the
Licensee any right title interest or claim in or to the Trademarks. The Trademarks shall continue to be the
Grantor's exclusive property during the period of this Agreement and after its termination or expiration or
otherwise. Any and all uses of the Trademarks by the Licensee shall inure to the benefit of Grantor only. In the
event the Licensee files an application to register or receives a registration of any trade name trademark or
service mark comprising or including the words "PAUL SMITH" or "PS PAUL SMITH" such application for
registration shall have been filed as a constructive trust on

                                                        11
behalf of the Grantor and the Licensee filing or receiving the same shall sign all documents necessary to establish
record ownership in the Grantor.

6.2. To promote Sales

6.2.1. To use its best endeavours to promote sales of the Licensed Products within the Licensed Territory and,
together with its distributors, to spend in each year of the Term not less than:-

(a) in the Second and Third Contract Years, __________ French Francs in aggregate; and

(b) in the Fourth Contract Year and every subsequent Contract Year of the Term, ___ of the Turnover of the
Licensed Products sold by the Licensee and/ or the Affiliated Distributors in such Contract Year

in advertising the Licensed Products throughout the Licensed Territory. For the purpose of this clause and of
clause 5.5.2 of the Agreement the word "advertising" shall include gifts with purchase, point of sale items and the
cost of producing and placing advertisements but shall exclude the cost of promotional staff in stores.

6.2.2. To arrange for the Licensed Products to be manufactured on commercial scales.

6.2.3. To meet the demand for the Licensed Products in the Licensed Territory.

6.3. Marking

All Licensed Products made by or on behalf of the Licensee and any sub licensee of the Licensee shall be
marked with one of the Trademarks in conformity with the following principles unless the Grantor agrees
otherwise in writing:-

6.3.1. The general style of the marking shall conform with that developed and adopted by the Grantor;

6.3.2. Each Licensed Product shall bear one of the Trademarks in such place as shall have been approved in
writing by the Grantor but not anywhere else;

                                                         12
6.3.3. The markings shall comply with the laws of the Licensed Territory where the Licensed Products are to be
sold.

Subject to the above principles the final decision on the form of any marking on the Licensed Products shall be
made by the Grantor after consultation with the Licensee.

Save as aforesaid to make no other use of or claim any right in either of the Trademarks owned by the Grantor
except as expressly permitted by the Grantor and not to use either of the Trademarks on any goods not being
Licensed Products.

6.4. Quality

6.4.1. The Licensed Products manufactured by or for the Licensee and any sub licensee of the Licensee shall be
of the best quality and shall use only the best quality materials and components.

6.4.2. As required by the Grantor to submit to the Grantor free of charge specimen samples of each type of
Licensed Product (including, without limitation packaging and related items) as manufactured by or for the
Licensee and any sub licensee of the Licensee immediately prior to each type of Licensed Products being offered
for sale and if requested by the Grantor to cease to sell or offer for sale or to permit the sale or offering for sale of
any Licensed Products whose sample supplied to the Grantor is not, in the opinion of the Grantor, of satisfactory
quality.

6.4.3. To permit duly authorised representatives of the Grantor to inspect the premises in which the Licensed
Products are manufactured, stored or packed by or for the Licensee and/or any sub licensee of the Licensee.

6.4.4. To ensure that all Licensed Products submitted for inspection are selected at random and are made by the
ordinary production methods.

6.4.5. To manufacture the Licensed Products at the Licensee's own factories or at factories which have been
approved in writing by the Grantor and whose quality standards are no less than those of the Licensee.

                                                           13
6.5. Independent Contractor and Risk

That all aspects of the manufacture, distribution and sale of the Licensed Products by the Licensee and any sub
licensee of the Licensee shall be at the risk and responsibility and for the account of the Licensee or sub licensee
(as the case may be). The Licensee and any sub licensee of the Licensee shall act as independent contractors and
the Grantor shall not be responsible for any breach by the Licensee or any sub licensee of the Licensee of any
obligations imposed by law on the Licensee or any sub licensee of the Licensee in its capacity as an employer or
as manufacturer distributor and seller of Licensed Products. The Licensee shall indemnify the Grantor against all
actions claims demands costs charges and expenses arising out of or in connection with the manufacture use or
sale of the Licensed Products made by or for the Licensee or any sub licensee of the Licensee.

6.6. Information

6.6.1. To keep the Grantor informed of all Laws Orders or Regulations made at any time by the Government or
any Public or Local Authority within the Licensed Territory in any way affecting or in the Licensee's opinion likely
to affect materially the terms of this Agreement or the manufacture or sale of the Licensed Products in the
Licensed Territory as soon as the Licensee becomes aware of any such Law Order or Regulation.

6.6.2. To keep all Restricted Information confidential and accordingly except as otherwise required by law not to
disclose any Restricted Information to any other person and not to use any Restricted Information for any
purpose other than the performance of the Licensee's obligations under this Agreement.

6.7. Take over

That within thirty days of the happening of such an event the Licensee will give notice to the Grantor of the
acquisition of twenty five per cent (25%) or more of any of the share voting nights in the Licensee by any person
firm or corporation or group of persons firms or corporations acting in concert directly or indirectly.

                                                        14
6.8. Advertising Material

6.8.1. Twice in each Contract Year to submit to the Grantor free of charge specimen samples of all labels,
brochures, advertisements and publicity material relating to the use of the Trademarks by the Licensee proposed
to be used by the Licensee in the following six month period and not to use such material until the Grantor or its
designated agent has certified its approval in writing. All artwork for advertisements shall be provided by the
Grantor to the Licensee at the Grantor's normal commercial rates.

6.8.2. Not to appoint an advertising agency in respect of the Licensed Products without the consent in writing of
the Grantor.

6.9. Sales to the Grantor

The Licensee shall sell to the Grantor the Grantor's requirements for the Licensed Products for resale in retail
shops owned by the Grantor and for sale to the Grantor's franchisees upon the Licensee's standard terms and
conditions of sale for the time being in force and at the Licensee's normal wholesale prices less a discount of
20%.

6.10. Sales Outlets and distribution

6.10.1. To sell the Licensed Products only through high quality retail outlets approved in writing by the Grantor
(where practicable) prior to acceptance by the Licensee of the outlet's first order and otherwise immediately after
acceptance by the Licensee of the outlet's first order and if the Grantor so requests not to sell or as soon as
practicable to cease selling through any particular outlet to which the Grantor objects on any ground whatsoever
including (but without prejudice to the generality of the foregoing) that the style of the operation of any of the retail
outlets does not conform with the standards associated with the Trademarks.

6.10.2. To distribute the Licensed Products in accordance with a distribution policy previously agreed in writing
by the Grantor prior to the launch of each line of the Licensed Products.

6.10.3. To exploit the Licensed Products on an arm's length bona fide commercial basis and not in any
circumstances to dispose of the Licensed Products to any outlet in respect of which it has any interest or
ownership save at the usual commercial wholesale rates.

                                                           15
6.11. Duty Free Outlets

The Licensee will not distribute the Licensed Products (or any range of the Licensed Products) to any duty free
outlets in the Licensed Territory notified in writing by the Grantor to the Licensee from time to time.

6.12. Japan

Not to sell or distribute the Licensed Products in Japan otherwise than through the distributorship of a distributor
approved of in writing by the Grantor from time to time.

6.13. Intellectual Property

6.13.1. To hold, as bare trustee for the Grantor all Intellectual Property Rights of the Licensee in the Licensed
Products (including, without limitation any Intellectual Property Rights in the Licensed Products arising in the
future) and their constituent parts and at the Grantor's request to assign such Intellectual Property Rights to the
Grantor without compensation.

6.13.2. If the Licensee commissions, engages or employs any third party to create or originate any materials or
work in connection with this Agreement in relation to which Intellectual Property Rights may be created, the
Licensee shall procure that such third party will execute and deliver to the Grantor prior to any such works or
materials being created a properly executed letter from such third party in the form set out in the draft letter
annexed to this Agreement or in such other form as may be notified by the Grantor.

6.14. Insurance

6.14.1. To obtain and maintain adequate liability insurance of not less than (pounds) 2 million per claim in respect
of claims arising out of any alleged defects in the Licensed Products or their use

6.14.2. To furnish evidence of such insurance to the Grantor promptly following signature of this Agreement and
prior to the sale or distribution of any of the Licensed Products. The Licensee shall instruct its insurers in writing
(with a copy to the Grantor) to notify the Grantor directly in the event that the insurance shall lapse or

                                                          16
cease. The Licensee shall notify the Grantor of all claims made to it and notified to its insurers relating to the
Licensed Products.

6.15. Sub Licence Agreements

6.15.1. Not to grant any sub licence of the rights hereby granted without the prior consent of the Grantor nor
without submitting the proposed sub licence agreement to the Grantor for the Grantor's approval and (without
limitation to the generality of the foregoing) to include in any sub licence agreement it may enter into pursuant to
the obtaining of such consent:-

(a) Covenants by the sub licensee to observe and perform the terms and conditions contained in clauses 6.1 to
6.14 inclusive hereof and clause 8.1 hereof so far as the same in the opinion of the Grantor are applicable to and
capable of observance and performance by such sub licensee

(b) Provision for determination as hereinafter contained in clause 10 and for ipso facto determination in the event
of and contemporaneously with the determination of this Agreement and the licence granted hereunder.

(c) Provision for determination in the event of the acquisition of fifty per cent (50%) or more of any of the share
voting rights in the sub licensee or in any holding company of the sub licensee being (in either case) a private
limited company (but not a public limited company) by any person firm corporation or group of persons firms or
corporations acting in concert directly or indirectly.

6.15.2. To strictly enforce the performance by any sub licensee of the Licensee of the terms of the relevant sub-
licence agreement.

7. GRANTOR'S COVENANTS

The Grantor covenants with the Licensee:

7.1. Meetings

7.1.1. A representative of the Grantor shall meet with the executive officers of the Licensee at least twice in each
Contract Year in London in England to inform the Licensee of developments within

                                                          17
the Grantor's business and of its designs for its other product ranges and details of trade marks applied for and
registered and to suggest to the Licensee themes and ideas for the development of the Licensed Products and for
the advertisement and promotion of the Licensed Products.

7.1.2. The Grantor shall procure that Mr. Paul Smith shall (during his life) be available to meet with
representatives of the Licensee to discuss development of the Licensed Products for one half day per month
during the first eighteen months of the Term and thereafter at times to be mutually agreed between the Grantor
and the Licensee.

7.1.3. The Licensee shall bear the reasonable travelling (first class air fares for Directors of the Grantor -
Business Class for other employees and consultants of the Grantor) and subsistence costs of the Grantor's
representatives attending such meetings in pursuance of this covenant and of any other meetings arranged
between representatives of the Grantor and of the Licensee.

7.2. Personal Appearances

The Grantor shall procure the personal appearance of Mr Paul Smith (during his life) at a limited number of
events to be agreed between the parties provided that the time and place of such appearance shall have
previously been confirmed by the Grantor. The Licensee shall bear the reasonable travelling (first class air fares
for Directors of the Grantor -Business Class for other employees and consultants of the Grantor) and subsistence
costs of the Grantor's representatives attending such events in pursuance of this covenant

7.3. Restricted Information

To keep all Restricted Information confidential and accordingly except as otherwise required by law not to
disclose any Restricted Information to any other person and not to use any Restricted Information for any
purpose other than the performance of the Grantor's obligations under this Agreement

8. ASSIGNABILITY

8.1. The Licensee shall not have power at any time to assign this Agreement or the whole or parts of its interest
therein or in any way charge mortgage or

                                                         18
deal with the rights hereby granted except with the written consent of the Grantor. The grant to the Licensee
herein contained shall be deemed to be by way of licence only and shall not confer on the Licensee any interest or
rights in the Trademarks.

8.2. The Licensee shall have the right to sell the Business with the prior written consent of the Grantor and subject
to the conditions listed in sub-clause 8.3.

8.3. The conditions required to obtain the written consent of the Grantor to the sale of the Business by the
Licensee shall be that:-

8.3.1. any proposed purchaser shall submit his offer in writing and shall be bona fide and at arms' length and shall
meet the Grantor's standards with respect to business experience, financial status, character and ability;

8.3.2. the Licensee must at the time of its application for consent not be in breach of any of its obligations to the
Grantor under the terms of this Agreement-,

8.3.3. the Grantor shall be satisfied that the proposed purchaser has adequate financial resources to perform the
obligations of licensee under this Agreement and to enable it to trade profitably. The Grantor in so satisfying itself
shall not be taken to be making any representations or giving any warranties to such prospective purchaser;

8.3.4. payment is made by the Licensee of all costs and all obligations by or of the Licensee to the Grantor are
discharged without any right of deduction or set-off, and

8.3.5. the prospective purchaser offers to enter into a licence agreement with the Grantor on the same terms as
this agreement for the unexpired period of the Term.

8.4. The Licensee shall as soon as possible inform the Grantor of its desire to sell the Business and submit to the
Grantor a copy of each written offer received from any proposed purchaser to purchase the Business from the
Licensee together with:-

8.4.1. a financial statement of affairs and the business history of the proposed purchaser; and

                                                          19
8.4.2. details of any other terms which may have been agreed between the Licensee and the proposed purchaser.

8.5. Upon receipt of such notice accompanied by such items the Grantor shall in addition to its other rights
hereunder have an option to purchase the Business for the same amount and upon the same terms as the
proposed purchaser has offered (even if the Licensee subsequently receives a higher bid for the Business). The
Grantor shall have a period of fifteen (15) days after receipt of such written notice and other items to exercise its
option to purchase by notice in writing to the Licensee. The sale and purchase shall be completed within 75 days
following the service of the Grantor's notice. The Licensee shall notify the Grantor of any variation in the terms
offered by any prospective purchaser and the said period of fifteen (15) days shall re-commence as from the date
of such notification of a variation in the offered terms. In this clause the expression "the Business" shall include all
assets employed in or about the conduct of the Business including the freehold or leasehold interest under which
the Licensee occupies any premises used in the Business.

8.6. If the Grantor shall not exercise the option hereinbefore contained the Licensee shall be entitled within the
period of six months thereafter to proceed with its application to sell the Business to a proposed purchaser upon
the same or no more favourable terms to the purchaser than those notified to Paul Smith pursuant to sub-clause
8.4 hereof.

8.7. Upon the Grantor exercising the option contained in sub-clause 8.5 hereof and upon the satisfaction of the
conditions referred to in sub-clause 8.3 hereof the Grantor and the Licensee shall each be deemed to have
released the other from the terms of this Agreement save for those provisions which by their nature or effect
survive termination. In addition the Licensee shall be deemed to have released and discharged the Grantor from
and against all claims and demands whether or not contingent which the Licensee may have against the Grantor
arising from this Agreement or otherwise in any way out of the relationship between the Grantor and the
Licensee.

8.8. For the purpose of this clause any change in the beneficial ownership of the issued share capital or of the de
facto control of the Licensee shall be deemed to be an assignment.

8.9. Notwithstanding the previous provisions of this clause the Licensee shall be permitted to assign the benefit,
but subject to the burden, of this

                                                          20
Agreement to another limited company of comparable financial standing to the Licensee which is owned (in its
entirety) by either the Guarantor or the Licensee without the prior written approval of the Grantor subject only to
the assignee company entering into a deed of adherence with the Grantor agreeing to be bound by the
agreements on the part of the Licensee contained in this Agreement and agreeing to re-assign this Agreement to
the Licensee in the event of the company ceasing to be wholly owned by the Licensee or the Guarantor. The
deed of adherence shall be prepared by the solicitors of the Grantor at the cost of the Licensee and on the
completion of such deed of adherence the Grantor shall release the Licensee named in this Agreement from any
liability for any future breach of the terms of this Agreement.

9. SUPERVENING LAWS AND FORCE MAJEURE

9.1. The rights and obligations of the parties hereto under this Agreement shall be subject to all applicable laws
orders regulations directions restrictions and limitations of Governments or other bodies having jurisdiction over
the parties hereto.

9.2. If any such law order regulation direction restriction or limitation as aforesaid or any treaty or other
international agreement or the final judicial construction of any of them shall after the date of the execution hereof
substantially alter the relationship between the parties hereto or the advantages derived from such relationship
then the parties shall on request from the adversely affected party modify this Agreement to restore the situation if
practicable or to compensate for such alteration. If the parties are unable to agree on such a modification within
three months after the notice of request has been received by the party not affected then either party may refer
the matter for determination by the courts in conformity with clause 13 to the intent that the court shall decide on
such modifications or if they are unable to do so shall make such order as seems to them just and equitable in all
the circumstances of the case.

9.3. If there is any total or partial failure of performance hereunder by either party occasioned by strikes lockouts
combinations of workmen or any cause whatsoever beyond the reasonable control of the party thereby affected
then once the cause has been notified by that party to the other such failure shall not be deemed to be a breach of
this Agreement which shall continue in suspense or part performance for the period during which such cause
exists. As soon as practicable after such notification the parties shall consult together to decide how if at all the
effects of the force majeure can be mitigated. If the cause of such suspension or partial

                                                         21
performance exists for a period of more than six (6) months and substantially affects the operation of this
Agreement then the party not claiming relief under this clause shall be at liberty to terminate this Agreement on
giving to the other thirty (30) days' notice of its intention to do so and this Agreement shall terminate on expiration
of such notice.

10. TERMINATION

10.1. The Grantor may terminate this Agreement summarily by written notice to the Licensee if.-

10.1.1. the Licensee or the Guarantor or any sub licensee of the Licensee becomes insolvent or make any
arrangement or composition with its creditors or become for any reason whatsoever legally permitted not to pay
its debts as they fall due or ceases to exist as a separate legal entity or has an administrative receiver or manager
or administrator appointed or does or suffers any act or thing equivalent to any of the above;

10.1.2. the Licensee or the Guarantor or any sub licensee of the Licensee fails to pay:-

(a) each instalment of the Royalty to the Grantor that falls due within 7 days of the due date for payment; or

(b) any sum (other than the Royalty) to the Grantor that falls due within 7 days of written notice from the Grantor
to the Licensee that the sum is due (or overdue) for payment;

10.1.3. the Licensee grants a sub-licence of this Agreement or a sub licensee of the Licensee assigns or grants a
sub licence of its sub licence without the necessary consent of the Grantor or purports to do so;

10.1.4. the Licensee or any sublicensee of the Licensee is deprived of or disposes of its business or a substantial
part thereof, "substantial" for the purposes of this sub-clause meaning a part which in the last accounting year of
the entity represented 35% or more of the relevant entity's turnover;

10.1.5. the Licensee or the Guarantor or any sub licensee of the Licensee has any restriction or limitation placed
on the existing powers of its

                                                          22
directors to manage its business or on the powers of its shareholders to elect those directors;

10.1.6. the Licensee commits any breach of this Agreement (other than an obligation on the part of the Licensee
to pay any sum that falls due to the Grantor) and the Licensee fails to commence to remedy or procure its remedy
within thirty (30) days of the Licensee having received written notice from the Grantor requiring it to do so and to
have failed to complete the remedying of such breach or to pay adequate compensation if the breach cannot be
remedied within sixty (60) days of the receipt of such notice;

10.1.7. the Licensee fails in any year of the Term to pay the Minimum Royalty;

10.1.8. the Guarantor ceases to retain (directly or indirectly) more than 51% of the share voting rights in the
Licensee.

10.2. The Licensee may terminate the Agreement summarily by written notice to the Grantor if the Grantor
commits any breach of this Agreement and fails to remedy it or pay adequate compensation if the breach cannot
be remedied in either case within sixty (60) days of the Grantor having received written notice from the Licensee
requiring it to do so.

11. RESIDUAL RIGHTS AND OBLIGATIONS

11.1. Termination for any reason of this Agreement shall be without prejudice to any rights of either party against
the other arising out of events occurring before the date of such termination.

11.2. Where this Agreement ends or is terminated on any ground all the Licensee's rights hereunder shall
thereupon terminate shall not thereafter be concerned with the Licensed Products whether by way of manufacture
sale or otherwise.

11.3. Save as is hereinbefore set forth all rights and obligations of the parties under this Agreement shall cease
upon its termination or expiry.

11.4. At the termination of the Agreement the Licensee shall immediately cease and refrain from using the
Trademarks or any colourable imitation thereof in any trade name or on any goods or in the advertising or
promotion of any goods or services.

                                                         23
12. GUARANTEE PROVISIONS

12.1. In consideration of the Grantor entering into this Agreement with the Licensee at the request of the
Guarantor, the Guarantor hereby unconditionally and irrevocably guarantees to the Grantor the full, prompt and
complete payment by the Licensee of all sums due to the Grantor pursuant to this Agreement and the due and
punctual performance by the Licensee of all its obligations hereunder.

12.2. The guarantee contained in this Clause 12 is a continuing guarantee and shall remain in force until all the
obligations of the Licensee under this Agreement have been fully performed and all sums payable by the Licensee
have been fully paid.

12.3. The Grantor may without any consent from the Guarantor and without affecting the Guarantor's liability
hereunder grant time or indulgence to or compound with the Licensee or any other person and the guarantee
contained in this Clause shall not be discharged nor shall the Guarantor's liability under it be affected by anything
which would not have discharged or affected the Guarantor's liability if the Guarantor had been a principal debtor
or principal obligor to the Grantor instead of a Guarantor.

12.4. If the Guarantor is unable to procure that the Licensee duly and punctually performs its obligations
hereunder then it shall indemnify the Grantor in respect of all costs, damages. charges and expenses incurred or
suffered by the Grantor as a result of any of the obligations of the Licensee under this Agreement being or
becoming void, voidable, unenforceable or ineffective as against the Licensee for any reason, whether or not
known to the Grantor, the amount of such loss being the amount which the Grantor would otherwise have been
entitled to recover from the Licensee.

12.5. It shall not be necessary, prior to seeking payment or indemnification from the Guarantor under this
guarantee, for the Grantor to pursue or prosecute any claim it may have against the Licensee and after any default
by the Licensee the Grantor may at any time make claims and/or take action (whether in the Courts or otherwise)
against the Guarantor as if the Guarantor was a principal obligor to the Grantor under this Agreement having joint
and several liability with the Licensee hereunder.

13. NOTICES

Every Notice consent or communication permitted or required to be served under this Agreement shall be in
writing. Notices may be served by hand, by facsimile

                                                         24
transmission or by pre-paid registered post. A notice served by hand or by facsimile transmission shall be
deemed to be received at the moment of transmission provided that, in the case of facsimile transmission a copy
of the notice is sent by pre-paid registered post to the addressee within twenty-four (24) hours after such service;
a notice served by post shall be deemed to be received on the tenth Business Day after it has been posted to the
address of the recipient party as set out in the preamble to this Agreement or to such other address as that party
may from time to time designate in writing.

14. LANGUAGE AND LAW

This Agreement is written in the English language and shall be interpreted according to English law. The Courts of
England shall have exclusive jurisdiction over it to which jurisdiction the parties hereby submit.

15. ACTIONS FOR INFRINGEMENT

15.1. The Licensee agrees to assist the Grantor at the Grantor's expense to the extent necessary in the
procurement of any protection by the Grantor of rights in the Trademark by registration or otherwise or to
protect any of the Grantor's rights in and to the Trademarks. The Licensee shall forthwith give notice in writing to
the Grantor of any infringement suspected or unauthorised use of the Grantor's Trademarks or copyright.

15.2. The decision as to whether or not to take proceedings against an infringer shall in all cases rest with the
Grantor.

15.3. In the event the Licensee makes the Grantor aware of any unfair competition or infringement by third
parties the Grantor shall control absolutely all litigation relating to matters described in this clause 15. The Grantor
may join the Licensee as a party thereto. If the Grantor agrees to take proceedings against an infringer it shall do
so at its own expense but if the Grantor elects not to take proceedings against any infringer the Licensee shall
have the right but not the obligation to take such proceedings in the name of the Grantor on giving the Grantor an
indemnity as to costs. The party not taking proceedings shall be obliged on request and at its own cost to execute
any documents and do any other things reasonably necessary or desirable for the prosecution of the action. The
party bearing the cost of the proceedings shall be entitled to any damages accruing from them.

15.4. In the event of a third party commencing litigation against the Licensee for unfair competition and/or
infringement arising out of the use by the

                                                          25
Licensee in accordance with the terms of this Agreement of the Trademarks in any country in which the
Trademarks are registered trademarks in respect of the Products the Grantor shall indemnify and hold harmless
the Licensee against any out of pocket expenses (including reasonable attorney's fees) directly incurred by the
Licensee arising out of and/or related to the use by the Licensee of the Trademarks in accordance with the terms
of this Agreement in the marketing distribution and/or sale of the Licensed Products in those countries subject to
the following conditions:-

15.4.1. The Licensee must promptly notify the Grantor in writing of any allegation of infringement;

15.4.2. The Licensee must make no admission without the Grantor's written consent; and

15.4.3. The Licensee must at the Grantor's request allow the Grantor to conduct and if it decides to settle all
negotiations and litigation and must give the Grantor all reasonable assistance.

16. MISCELLANEOUS

16.1. Headings and commas used in this Agreement are for the purpose of ease of reference or reading only and
shall not affect its interpretation.

16.2. This Agreement shall not be varied amended or supplemented except by instrument in writing executed by
the duly authorized representatives of each of the parties.

16.3. The failure of any party hereto at any time to enforce the terms provisions or conditions of this Agreement
shall not be construed as a waiver of the same or of the right of such party to enforce the same.

16.4. Unless otherwise expressly stated any waiver of any of the Licensee's or of the Guarantor's obligations
under this Agreement shall expire at the end of one year from the date on which it was given.

16.5. If any provision of this Agreement is held by any court or other competent authority to be void or
unenforceable in whole or part this Agreement shall continue to be valid as to the other provisions thereof and the
remainder of the affected provision.

                                                        26
16.6. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof
and supersedes all prior agreements and understandings of the parties hereto in connection therewith.

16.7. Wherever in this Agreements terms documents materials and/or proposals are submitted by one party to
another unless specifically stated to the contrary the party who receives such submission shall have twenty days
after receipt to approve or disapprove such submission. If the party timely disapproves such submission the
disapproving party shall notify the other party of its disapproval. In the event that the receiving party neither
approves nor disapproves the submission in a timely manner the submission shall be deemed approved.

IN WITNESS whereof this Agreement has been executed as a deed on behalf of the parties in accordance with
their respective laws.

                                                        27
                                  Exhibit "A"

    Countries where the Trademarks are registered in respect of fragrances

COUNTRY
- ------------------------------------------------------------------------------

Argentina                                                    Thailand
Austria                                                      United Kingdom
Benelux
Croatia
France
Germany
Greece
Indonesia
Italy
Japan
Macau
Mexico
North Korea
Portugal
South Korea
Spain
Switzerland




                                      28
EXECUTED AS A DEED by                   )
- ------------------
PAUL SMITH LIMITED                      )
- ------------------
acting by the following signatories:    )

             Director

             Director


EXECUTED AS A DEED by
INTER PARFUMS S.A.
acting by the following signatories

EXECUTED AS A DEED by
JEAN-PHILIPPE FRAGRANCES INC.
acting by the following signatories:-
                                                To:
                                                Paul Smith Limited




Dear Sirs

In consideration of [ ] we hereby assign to Paul Smith Limited all the copyright and all other rights (including
goodwill) for all purposes throughout the world in the works which F We have carried out for Inter Parfums S.A.
("the Licensee") in connection with their licence for fragrances ("the Licence") and which I/We will carry out for
the Licensee in the future in connection with the Licence, and I/We agree that I/We will execute any further
documentation which may be required to effect fully this assignment or to enable Paul Smith Limited to apply for
any registrations or extensions in connection with the works as Paul Smith Limited thinks fit. I/We also hereby
transfer any and all intellectual property rights in connection with the works (including those of the exploitation,
printing and distribution) to Paul Smith Limited. This assignment shall be for the full ten-n (including any extension
of these rights).

I/We agree that Paul Smith Limited shall be entitled to use and exploit in any way with my/our works and in
whatever manner Paul Smith Limited thinks fit, and shall be entitled to make any changes, additions or alterations
that it may deem necessary. I/We hereby ]irrevocably waive in Paul Smith Limited's favour all Moral Rights (as
set out in the Copyright, Designs and Patents Act 1988 or any similar laws existing in any part of the world) in the
works.

I/We agree that English law governs this agreement and that this agreement will apply to any further works which
I/ We undertake for the Licensee in connection with the Licence in the future.

Yours faithfully,

Signed _______________________
Date _________________________
Name _________________________
Address ______________________
                            'PAUL SMITH' - CLASS 3

- ---------------------------------------------------------------------------------------------------

        TRADE MARKS - 'PAUL SMITH' CLASS 3 (TOILETRIES/FRANGRANCES ETC)


Country                             Reg. No.          Filing Date           Renewal      Status
- ---------------------------------------------------------------------------------------------------


Argentina                          1554979             31.3.95            31.3.2005
Australia                           754526             10.2.98                          Pending
Austria                             139974             22.1.92             22.1.2002
Benelux                             500607             13.9.91             13.9.2001
Croatia                            Z971591             26.6.98            16.10.2007
France                             1563240             29.8.89               28.8.99
Germany                           11885322             21.8.89               21.8.99
Greece                               95676             19.9.89               19.9.99
Indonesia                           326993            30.10.93             30.4.2003
Italy                               581288             12.1.90             12.1.2000
Japan                              2134355             28.4.89              28.10.98    Renewed
                                                                                        Paid 10.6.98
Macau                             14-979-M              4.3.96             4.3.2006
Mexico                              400023             7.11.90            7.11.2000
North Korea                           8599             29.7.95            29.7.2005
Philippines                          99977              4.5.95                          Pending
Portugal                            253966            29.10.93            29.10.2003
Russia                            97715710            20.10.97                          Pending
South Korea                         238633             22.5.92             21.5.2002    Perfumery and
                                                                                        hair products
                                    238634             22.5.92             21.5.2002    Toiletries and
                                                                                        Dentifices
                                    337917             23.4.96            23.4.2006     {PS Logo}
                                    337918             23.4.96            23.4.2006     {PS Logo}
Spain                              1512729             20.7.89              20.7.99
                                   1326880              5.8.91             5.8.2001     {PS Logo}
Switzerland                         392654              9.9.91             9.9.2011
Thailand                          Kor22428             8.12.93            8.12.2003
United Kingdom                     2051161             12.1.96            12.1.2006
USA                                1511432             8.11.88            8.11.2008

Community (EEC)                       45393              1.4.96                          Pending
- ---------------------------------------------------------------------------------------------------
                                  14th STREET DEVELOPMENT, LLC.
                                              Landlord

                                                  and

                                          NICKEL USA, INC.
                                               Tenant

                                                LEASE

                                  PREMISES: GROUND FLOOR,
                             300 WEST 14TH STREET, NEW YORK, N.Y.

  

                                        TABLE OF CONTENTS
                                                                    Page
ARTICLE 1 Definitions; Premises; Term                               1

ARTICLE 2 Commencement of Term                                      3

ARTICLE 3 Rent                                                      4

ARTICLE 4 Use; Cessation of Operating                               5

ARTICLE 5 Alterations, Fixtures                                     6

ARTICLE 6 Repairs                                                   9

ARTICLE 7 Laws and Ordinances                                       10

ARTICLE 8 Insurance                                                 13

ARTICLE 9 Damage by Fire or Other Cause                             14

ARTICLE 10 Assignment, Subletting, Mortgaging                       16

ARTICLE 11 No Liability On Landlord                                 20

ARTICLE 12 Condemnation                                             22

ARTICLE 13 Entry; Right to Change Portions of the Building          23

ARTICLE 14 Bankruptcy                                               24

ARTICLE 15 Defaults, Remedies, Damages                              25

ARTICLE 16 Curing Tenant's Defaults - Additional Rent.              29

ARTICLE 17 Covenant of Quiet Enjoyment                              30

ARTICLE 18 Services and Equipment                                   30

ARTICLE 19 Adjustment of Rent                                       33

ARTICLE 20 Electricity                                              35

ARTICLE 21 Broker                                                   35
ARTICLE 22 Subordination                                                                                 36

ARTICLE 23 Estoppel Certificate                                                                          37

ARTICLE 24 Waiver of Jury Trial                                                                          37

ARTICLE 25 Surrender of Premises; Holding Over                                                           37

ARTICLE 26 Rules and Regulations                                                                         38

ARTICLE 27 Persons Bound                                                                                 38

ARTICLE 28 Notices                                                                                       39

ARTICLE 29 Basement                                                                                      39

ARTICLE 30 No Waiver; Entire Agreement                                                                   40

ARTICLE 31 Miscellaneous                                                                                 41

ARTICLE 32 Inability to Perform.                                                                         42

ARTICLE 33 Security Deposit                                                                              42

ARTICLE 34 Signage                                                                                       43

ARTICLE 35 Condominium Documents                                                                         43

ARTICLE 36 Renewal Option                                                                                44

  

    INDENTURE OF LEASE made as of this 1st day of March, 2001 between 14TH STREET 
DEVELOPMENT, LLC having offices at c/o Bohn Fiore, Inc., 30 West 26th Street, New York, New York
10010, hereinafter referred to as "Landlord", and NICKEL USA, INC. d/b/a NICKEL, having its principal
place of business at c/o Arent Fox Kintner Plotkin & Kahn, PLLC, 1675 Broadway, 16th Floor, New York,
N.Y, 10019, hereinafter referred to as "Tenant".

                                                WITNESSETH:     

                                                   ARTICLE 1
                                            Definitions; Premises; Term

    Section 1.01. For the purposes of this Lease the following terms shall have the definitions immediately
following such terms and the definitions are hereby incorporated into this Lease wherever used:

AUTHORIZED USE: the term "Authorized Use" shall be an upscale retail store for the sale at retail of men's skin
care products, spa services, storage, offices, and uses ancillary thereto. Subsequent to an assignment of this
Lease or a subletting of Tenant's interest hereunder to an unrelated third-party, or with respect to a proposed
assignment of Tenant's interest in this Lease, the Authorized Use shall be any legal use reasonably acceptable to
Landlord which does not violate any covenants or restrictions in any other lease or agreement made by or binding
on Landlord with respect to the Demised Premises.

ALTERATIONS: the term "Alterations" shall mean and include, all installations, changes, alterations, restorations,
decorations, replacements, additions, improvements and betterments.

BOARD OF MANAGERS: the term "Board of Managers" shall mean the Board of Managers of The Bank
Building Condominium.
BUILDING: the term "Building" shall mean the structures and improvements now or hereafter on the Land
currently known by the street number 300 West 14th Street, New York, New York, also known as The Bank
Building Condominium.

BUILDING SYSTEMS: the term "Building Systems" shall mean and include, the heating systems, water,
sewerage, plumbing, pipes, tubes, conduits, sprinklers, electric wiring and mechanical systems of the Building,
and the fixtures, equipment and appurtenances thereof, and all other mechanical devices, fixtures, equipment,
appurtenances and systems installed by Landlord in the Building.

CONDOMINIUM DOCUMENTS: the term "Condominium Documents" shall mean the Declaration of
Condominium and the By-Laws of The Bank Building Condominium.

DEMISED PREMISES: the term "Demised Premises" shall mean that portion of the Ground Floor of
Commercial Condominium Unit 2 of the Building as set forth in the floor plan attached as Schedule "A".

DESIGNATED BROKER: the term "Designated Broker" shall mean Insignia/ESG, Inc. and Cushman &
Wakefield, Inc.

EXPIRATION DATE: the term "Expiration Date" shall mean the last day of the Term.

FIXED RENT: the term "Fixed Rent" shall mean the following:

3/1/01                2/28/02          $225,000.00                   ($18,750.00 monthly)
3/1/02                2/28/03          $225,000.00                   ($18,750.00 monthly)
3/1/03                2/28/04          $225,000.00                   ($18,750.00 monthly)
3/1/04                2/28/05          $247,500.00                   ($20,625.00 monthly)
3/1/05                2/28/06          $247,500.00                   ($20,625.00 monthly)
3/1/06                2/28/07          $247,500.00                   ($20,625.00 monthly)
3/1/07                2/28/08          $272,250.00                   ($22,687.50 monthly)
3/1/08                2/28/09          $272,250.00                   ($22,687.30 monthly)
3/1/09                10/31/09         $181,500.00                   ($22,687.50 monthly)

INCLUDE AND INCLUDING: the terms "include" and "including" shall each be construed as if followed by the
phrase "without being limited to".

INSURANCE BOARDS: the term "Insurance Boards" shall mean and include, the National Board of Fire
Underwriters, the New York Board of Fire Underwriters, and any other body having similar jurisdiction, and the
New York Fire Insurance Exchange, and any other body establishing insurance premium rates.

LAND: the term "Land" shall mean the land under the Building and comprising all tax lots upon which any part of
the Building stands.

LAWS AND ORDINANCES: the term "Laws and Ordinances" shall mean and include, all laws, orders,
ordinances, directions, notices, rules and regulations (including the Americans with Disabilities Act and local
variations thereof) of the federal government and of any state, county, city, borough and municipality, and of any
division, agency, subdivision, bureau, office, commission, board, authority and department thereof, and of any
public officer or official and of any quasi-governmental officials and authority.

LEASE COMMENCEMENT DATE: the term " Lease Commencement Date" shall have the meaning set forth in
Article 2 hereof.

LEASE YEAR: the term "Lease Year" shall mean the period from the Lease Commencement Date to the day
prior to the first anniversary of such Lease Commencement Date, and each subsequent period of 12 consecutive
full calendar months (or part thereof at the end of the Term or last Renewal Term) shall be a Lease Year.

MORTGAGE: the term "Mortgage" shall mean any existing or future mortgage and/or security deed affecting the
Land or the Building, as the same may from time to time be amended, modified, renewed, spread, consolidated,
substituted, added to, extended and/or replaced.

MORTGAGEE: the term "Mortgagee" shall mean the holder of any mortgage.

PERSONS WITHIN TENANT'S CONTROL: the term "Persons Within Tenant's Control" shall mean and
include, Tenant, its subtenants and assignees and its and their respective agents, contractors, servants, employees,
licensees, guests and invitees.

PLANS AND SPECIFICATIONS: the term "Plans and Specifications" shall have the meaning ascribed thereto
in Section 5.02(v) of this Lease.

RENT COMMENCEMENT DATE: the term " Rent Commencement Date" shall have the meaning set forth in
Article 2 hereof.

TENANT'S SHARE: the term "Tenant's Share" shall mean 100%.

TERM: Subject to the provisions of Section 2.03, the "Term" of this Lease shall be from March 1, 2001 until
October 31, 2009.

Section 1.02. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the Demised Premises,
for the Term, commencing on the Lease Commencement Date as defined in Article 2 hereof, unless sooner
terminated as provided in this Lease or by operation of law, for the rent and additional rent herein reserved and
subject to the covenants, agreements, terms, conditions, limitations, reservations and provisions hereinafter set
forth.

                                                ARTICLE 2
                                             Commencement of Term

Section 2.01. Landlord shall deliver possession of the Demised Premises to Tenant upon the mutual execution
and delivery of this lease and Tenant's payment to Landlord of the Security Deposit under Article 33 plus Fixed
Rent for June, 2001. Tenant, at Tenant's sole risk, may enter the Demised Premises and therein install fixtures and
equipment. Such entry into the Demised Premises shall not be construed as a waiver of any provision of this
Lease. Tenant covenants and agrees that such entry shall not interfere with Landlord's contractors,
subcontractors or their respective employees. By giving Tenant access to the Demised Premises prior to the
Lease Commencement Date, Landlord assumes no responsibility whatsoever for injury to persons entering the
Demised Premises, or damage to property brought in or upon the Demised Premises. Tenant agrees to indemnify
and hold Landlord and the Board of Managers harmless from and against any and all claims and demands arising
out of such access, unless such claims or demands are due to the negligence or willful act of Landlord, its agents,
employees or contractors.

Section 2.02. The Lease Commencement Date shall be March 1, 2001. The obligation to pay Fixed Rent and
additional rent (the Rent Commencement Date) shall commence on July 1, 2001.

Section 2.03. If the last month of the term of this Lease occurs during October, November or December of any
year, then, at Tenant's sole option, the term of this Lease shall be extended until the immediately following January
31st.

                                                   ARTICLE 3
                                                     Rent

Section 3.01. Tenant covenants and agrees to pay, from and after the Rent Commencement Date, the Fixed Rent
at the annual rate or rates set forth in Section 1.01 payable in equal monthly installments, in advance, on the first
day of each month during the Term at the office of Landlord or such other place as Landlord may designate,
without any set-off, counterclaim or deduction whatsoever, except as herein specifically provided.

Section 3.02. Intentionally Deleted.

Section 3.03. All costs, charges, reimbursements, fees, expenses, and rental adjustments which Tenant assumes,
agrees or is obligated to pay to Landlord or others pursuant to this Lease shall be deemed additional rent, and in
the event of non-payment thereof, Landlord shall have all the rights and remedies with respect thereto as are
provided in case of non-payment of Fixed Rent except as herein set forth to the contrary.

Section 3.04. Tenant covenants to pay the Fixed Rent and additional rent as in this Lease provided, when due, in
lawful money of the United States which shall be legal tender for payment of all debts and dues, public and
private, at the time of payment. All sums due and payable as Fixed Rent and additional rent shall after five (5)
days notice that same was not received by the applicable due date, bear interest ab initio at 2% above the "prime
rate" publicly announced by the Chase Manhattan Bank (or any successor thereto), from time to time, and such
interest shall be deemed to be additional rent, provided, however, that no further interest shall be payable upon
such interest.

Section 3.05. If all or any part of the Fixed Rent or additional rent, as above defined, shall at any time become
uncollectible, reduced or required to be refunded by virtue of any Laws and ordinances (including rent control or
stabilization laws), then for the period prescribed by said Laws and Ordinances, Tenant shall pay to Landlord the
maximum amounts permitted pursuant to said Laws and Ordinances and upon the expiration of the applicable
period of time during which such amounts shall be uncollectible, reduced or refunded, Tenant shall, to the extent
permitted by law, pay to Landlord as additional rent, within thirty (30) days after demand, all such uncollected,
reduced or refunded amounts that would have been payable under this Lease absent such Laws and ordinances.

                                                  ARTICLE 4
                                            Use; Cessation of Operating

Section 4.01. For so long as NICKEL USA, INC. d/b/a NICKEL is the tenant hereunder, Tenant shall use and
occupy the Demised Premises for the Authorized Use, and for no other purpose. Tenant shall be permitted to
operate under (a) any trade name used from time to time by any of Tenant's other similar format stores and (b)
any trade name used by any Affiliate (as defined herein), upon thirty (30) days' prior written notice to, but without
requiring the consent of, Landlord. Landlord shall not otherwise unreasonably withhold or delay its consent if
Tenant desires to change its trade name other than aforesaid.

Section 4.02 Landlord represents to Tenant that on the date hereof the certificate of occupancy for the Building
and the local zoning ordinance permit the Demised Premises to be used for the Authorized Use.

Section 4.03. Tenant may conduct its business in the Demised Premises at such hours and days of the week as
Tenant shall deem appropriate given the volume of business conducted in the Demised Premises from time to
time. If Tenant shall cease to conduct its business in the Demised Premises and Tenant shall fail to resume the
conduct of its business in the Demised Premises for longer than sixty (60) consecutive days after notice from
Landlord requesting resumption of such conduct, then Landlord may at any time thereafter elect (it being in
Landlord's sole and unfettered discretion whether to make such election and give such notice or not) give to
Tenant a notice of termination of the Term setting forth a termination date three (3) days from the date of the
giving of such notice, and, upon such termination date this Lease and the term and estate hereby granted shall
expire and terminate with the same effect as if that day were the date originally set forth for the Expiration Date,
and Tenant shall have no further obligation to pay Fixed Rent or additional rent after such termination date except
that Tenant agrees to pay to Landlord all of Landlord's costs of obtaining possession of the Demised Premises if
Tenant shall fail forthwith to vacate and surrender possession.

                                                   ARTICLE 5
                                                Alterations, Fixtures

Section 5.01. (a) Except as expressly provided below in this Section, Tenant shall make no structural Alterations
in or to the Demised Premises, including, without limitation, removal, modification or installation of partitions,
doors, storefront, entry doors, electrical installations, plumbing installations, or parts thereof, without Landlord's
prior written consent in each instance, which approval shall not be unreasonably withheld or delayed, and Tenant
shall use the contractors referred to in Section 18.06 provided said contractors charge commercially reasonable
rates. All Alterations shall (i) be done at Tenant's sole expense and at such times and in such manner as Landlord
may from time to time reasonably designate, (ii) comply with all Laws and Ordinances and all orders, rules,
requirements, regulations and recommendations of Insurance Boards, (iii) be made promptly and in good and
workmanlike manner using prime quality materials and (iv) not affect the common or public areas of the Building
and not affect the appearance of the exterior of the Building.
    (b) Tenant shall be permitted, without Landlord's consent, to perform Alterations that are non-structural in
nature and do not affect any exterior walls, the floor slab, the ceiling slab, support columns, beams or adversely
affect Building Systems and do not conflict with the rules, regulations and requirements of the Landmarks
Preservation Commission provided that Tenant shall in each instance give Landlord at least five (5) days prior
written notice in reasonable detail of the same ("No Consent Work").

Section 5.02. Prior to commencing any Alterations for which a building permit is required, Tenant shall furnish to
Landlord, and obtain Landlord's prior written approval, which shall not be unreasonably withheld or delayed, of:

    (i) Plans and Specifications (as hereinafter defined) of such proposed Alterations, except No Consent Work 
shall require a reasonable description only;

    (ii) A certificate evidencing that Tenant has or has caused there to be procured and paid for worker's 
compensation insurance covering all persons employed in connection with the work who might assert claims for
death or bodily injury against Mortgagee, Landlord, Tenant, the Land, the Building, and the Board of Managers;

    (iii) Such additional personal injury and property damage insurance (over and above the insurance required to 
be carried by Tenant pursuant to the provisions of Section 8.03) and builder's risk insurance as Landlord may
reasonably require in connection with the work to be done for Tenant;

    (iv) Tenant, upon request and not more frequently than monthly, shall provide Landlord with a certification, 
duly executed by an appropriately authorized officer, that all contractors, construction managers, material men
and professionals retained by Tenant for the performance of Alterations have been timely paid;

    (v) Conceptual plans and designs, construction documents, working drawings, and such permits, authorizations 
or consents as may be required by any applicable Laws and ordinances, all of which shall be filed and obtained at
Tenant's sole cost and expense, provided however that no plans, specifications or applications and no
modifications or changes thereto (collectively "Plans and Specifications") shall be filed by Tenant with any
governmental authority without first obtaining Landlord's prior written consent in each instance, which consent
shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted if Tenant
does not receive notice of Landlord's refusal to consent within five (5) business days after Tenant submits such
Plans and Specifications for Landlord's consent.

    In the event that Landlord shall submit the Plans and Specifications to Landlord's architects and/or engineers 
for review, Tenant shall reimburse Landlord for Landlord's actual out-of-pocket expenses of such review as
additional rent within thirty (30) days after written notice to Tenant of the amount of such expense.

Section 5.03. Any mechanic's or materialmen's lien filed against the Demised Premises or the Land or the
Building or Landlord's interest therein, for work claimed to have been done for, or materials claimed to have been
furnished to, Tenant shall be discharged by Tenant, at Tenant's expense, within thirty (30) days after the date on
which Tenant receives notice of the same by filing the bond required by law or providing such other security as
Landlord shall reasonably require.

Section 5.04. Tenant agrees that it will not at any time use any contractors or labor or materials in the Demised
Premises if the use of such contractors or labor or materials creates any difficulty with Union contractors or labor
engaged by Tenant or Landlord or others in the construction, maintenance or operation of the Building or any
part thereof.

Section 5.05. Landlord shall not warrant the propriety of Plans and Specifications for, and shall not be liable for
any failure or diminution of any Building Systems or services caused by, Alterations made by Tenant
notwithstanding Landlord's consent or deemed consent thereto, and Tenant shall correct any faulty installation
and repair any damage caused thereby. Upon Tenant's failure to make such corrections and repairs, Landlord
may, after notice to Tenant and the expiration of the applicable cure period, make such corrections and repairs
and charge Tenant for the reasonable cost thereof as additional rent which shall be paid by Tenant within thirty
(30) days after written notice to Tenant of the amount thereof.

Section 5.06 (a) All movable property, furniture, furnishings and trade fixtures furnished by or at the expense of
Tenant, other than those affixed to the Demised Premises so that they cannot be removed without irreparable
damage and other than those replacing an item theretofore furnished and paid for by Landlord or for which
Tenant has received a credit, shall remain the property of Tenant, and may be removed by Tenant from time to
time prior to the expiration of the Term. Tenant shall notify Landlord in writing not less than sixty (60) days prior
to the expiration of the Term specifying any such items of property which Tenant does not wish to remove. If
within thirty (30) days after the service of such notice Landlord shall request Tenant to remove any of said items,
Tenant shall, at Tenant's expense, remove said items prior to the expiration of the Term.

    (b) All Alterations made by either party, excluding those referred to in Section 5.06 (a), affixed to the Demised 
Premises shall become the property of Landlord and shall be surrendered with the Demised Premises at the end
of the Term. Notwithstanding the foregoing, Landlord may elect to require Tenant to remove any such
Alterations, at Tenant's expense, by giving written notice to Tenant not later than thirty (30) days prior to the
expiration of the Term.

    (c) In any case where Tenant removes any property or Alterations in accordance with paragraphs A and B 
above, or otherwise, Tenant shall repair all damage caused by said removal, including but limited to damage to
the ceiling and floors of the Demised Premises and Building Systems. Upon failure of Tenant to do so, Landlord
may, after notice and the expiration of the appropriate cure period, repair such damage and restore the Demised
Premises to good order and condition at Tenant's expense, and Tenant shall reimburse Landlord therefore upon
demand.

    (d) Upon failure of Tenant to remove any property or Alterations which it is required to remove in accordance 
with paragraphs A and B above, or upon termination of this Lease pursuant to Article 15 hereof, Landlord may,
after notice to Tenant and the expiration of the applicable cure period, at Tenant's expense, (i) remove all such
property and Alterations described in paragraphs A and B above, and (ii) cause the same to be placed in
storage, and (iii) repair any damage caused by said removal and restore the Demised Premises to good order and
condition; and Tenant shall reimburse Landlord for all of the aforesaid expenses upon demand.

    (e) Notwithstanding anything to the contrary herein, any items of property or Alterations not removed by 
Tenant may, at the election of Landlord, be deemed to have been abandoned by Tenant, and Landlord may
retain and dispose of said items without any liability to Tenant and without accounting to Tenant for the proceeds
thereof.

    (f) The provisions of this Section 5.06 shall survive the expiration or termination of this Lease. 

                                                     ARTICLE 6
                                                       Repairs

Section 6.01. Tenant shall take good care of the Demised Premises, the storefront thereof, the handicapped
accessibility equipment, the 8th Avenue facade, the steps, and the doors, plate glass, signs, lightboxes, awnings,
banners, flags, fixtures, glass, appurtenances and equipment therein and thereof, and at its sole cost and expense
shall make all repairs, restorations and replacements (hereinafter collectively referred to as "Repairs") as and
when needed to preserve them in good working order and condition, whether or not such Repairs are ordinary or
extraordinary, or foreseen or unforeseen at this time and whether or not such Repairs pertain to improvements in
the Demised Premises furnished or installed by Landlord, but Tenant shall not be obligated to make structural
repairs, i.e. repairs to the exterior walls, the floor slab, the ceiling slab, support columns, beams and Building
Systems. All damage or injury to the Building or the Building Systems inside or outside of the Demised Premises,
or any structural damage within the Demised Premises, caused by or arising from Tenant, or Persons Within
Tenant's Control, including those which are extraordinary, structural or unforeseen, shall be repaired, restored or
replaced by Tenant, at its sole cost and expense. All Repairs shall be in quality and class equal to the original
work or installations and shall be done in good and workmanlike manner, using prime quality materials, and
where applicable, utilizing the contractors referred to in Section 18.06.

Section 6.02. If Tenant shall fail to make any Repairs required to be made by Tenant under this Article within 30
days after receipt of written notice from Landlord of the need therefore, Landlord, in addition to any other rights
it may have hereunder, may make said Repairs on Tenant's behalf and charge Tenant for the reasonable cost
thereof. Provided that Tenant has commenced a Repair in accordance with this Section 6.02 within said thirty
(30) day period, and thereafter is diligently prosecuting same to completion, said thirty (30) day period shall be
extended, where, due to the nature of a Repair, it cannot reasonably be completed within thirty (30) days. If, in
an emergency, in Landlord's reasonable opinion, any such Repairs are immediately necessary, then, no prior thirty
(30) days' notice shall be required, but Landlord shall give Tenant whatever notice is reasonable under the
circumstances and may make said Repairs on Tenant's behalf and charge Tenant for the reasonable cost thereof
as additional rent. In either event, Tenant shall pay Landlord such reasonable cost within thirty (30) days after
Tenant receives Landlord's invoice therefor with supporting documentation.

Section 6.03. Subject to the provisions of the Condominium Documents, Landlord, at its expense, shall make
Repairs necessary to keep in good order and repair of the exterior walls, the floor slab, the ceiling slab, support
columns, beams, Building Systems and the public portions of the Building. Provided that Landlord shall use
reasonable efforts to minimize interference with the conduct of Tenant's business, there shall be no allowance to
Tenant for a diminution of rental value or interruption of business (unless the conduct of Tenants business in the
Demised Premises is materially adversely impacted by the performance of, or failure to perform, such Repairs)
and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from
Landlord, Tenant or other making any Repairs or Alterations in or to any portion of the Building or Building
Systems or the Demised Premises.

Section 6.04. If Landlord shall fail to make any of the repairs required to be made by Landlord under this Article
within thirty (30) days after receipt of written notice from Tenant of the need therefor, Tenant, in addition to any
other rights it may have hereunder, may make said Repairs on Landlord's behalf and charge Landlord for the
reasonable cost thereof. Provided that Landlord has commenced a Repair in accordance with this Section 6.04
within said thirty (30) day period, and thereafter is diligently prosecuting same to completion, said thirty (30) day
period shall be extended, where, due to the nature of a Repair, it cannot reasonably be completed within thirty
(30) days. If, in an emergency, in Tenant's reasonable opinion, any such Repairs are immediately necessary, then,
no prior thirty (30) days' notice shall be required, but Tenant shall give Landlord whatever notice is reasonable
under the circumstances and may make said Repairs on Landlord's behalf and charge Landlord for the
reasonable cost thereof. In either event, if Landlord shall not pay Tenant within 30 days after receipt of an invoice
therefore with supporting documentation, Tenant may deduct the reasonable cost thereof from the Fixed Rent
and other charges due hereunder.

Section 6.05. In any case where Tenant is required to make Repairs or perform any work pursuant to this Article
and such Repairs or work is in or to space outside of the Demised Premises, Landlord, subject to the provisions
of the Condominium Documents, may at its option elect to make such Repairs or to perform such work, utilizing
contractors, subcontractors and/or materialmen charging commercially reasonable rates, for and on behalf of
Tenant, at Tenant's sole cost and expense. In such event, Tenant shall reimburse Landlord as additional rent for
the cost of such Repairs and/or work within thirty (30) days after Landlord shall furnish a statement to Tenant of
the amount thereof with supporting documentation.

                                                  ARTICLE 7
                                               Laws and Ordinances

Section 7.01. Tenant shall not do, and shall not permit Persons Within Tenant's Control to do, any act or thing in
or upon the Demised Premises or the Building which will invalidate or be in conflict with the Certificate of
Occupancy for the Demised Premises or the Building, or violate any Laws and Ordinances. Tenant shall, at its
expense, comply with all Laws and Ordinances which shall, with respect to the Authorized Use of, or installations
in, the Demised Premises or with respect to any abatement of nuisance, impose any violation, order or duty upon
Landlord or Tenant arising from, or in connection with, the Authorized Use, or any installations made by Tenant
in the Demised Premises, or required by reason of a breach of any of Tenant's covenants or agreements under
this Lease, whether or not such Laws and Ordinances shall be presently in effect or hereafter enacted or issued
and whether or not any work required shall be ordinary or extraordinary or foreseen or unforeseen at this time.

Section 7.02. If Tenant receives written notice of any violation of any Laws and Ordinances applicable to the
Demised Premises, Tenant shall give prompt written notice thereof to Landlord.

Section 7.03. Tenant shall not hereby be under any obligation to comply with any Laws and Ordinances requiring
any structural Alteration of the Demised Premises, unless such Alteration arises from, relates to or is in connection
with (i) a condition which has been created by or at the insistence of Tenant, or is attributable to the Authorized
Use, or (ii) any Alteration made by Tenant, or (iii) a breach of any of Tenant's covenants or agreements under this
Lease.

Section 7.04. If any governmental license or permit shall be required for the proper and lawful conduct of
Tenant's business or Alterations or decorations (including awnings and the like) and if the failure to secure such
license or permit would or might, in any way, affect Landlord, or the Building, or the reputation of either or both,
Tenant, at Tenant's expense, shall duly and promptly procure and thereafter maintain such license or permit, and
submit the same to Landlord. Tenant, at Tenant's expense, shall at all times, comply with the terms and conditions
of each such license or permit.

Section 7.05. (a) Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be used,
stored, transported, released, handled, produced or generated, in or from the Demised Premises or the Building,
in violation of Laws and Ordinances. The term "Hazardous Material" shall mean any material that, whether by its
nature or use, is now or hereafter defined or regulated as a hazardous waste, hazardous substance, pollutant or
contaminant under any Laws and Ordinances, or which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, or otherwise hazardous or which is or contains petroleum, gasoline, diesel
fuel, another petroleum hydrocarbon-product, asbestos, asbestos-containing materials or polychlorinated
biphenyls.

    (b) Landlord represents and warrants to Tenant that, as of the date on which Landlord shall deliver possession 
of the Premises to Tenant, the Premises shall be free from contamination by Hazardous Materials.

    (c) If, at any time during the Term, Hazardous Materials shall be found in or on the Demised Premises, then: 

        (i) with regard to any Hazardous Materials that Tenant shall not have caused to be released within the 
Demised Premises, Landlord shall remove or remediate same to the extent required by Laws and Ordinances,
and in compliance with Laws and Ordinances, at Landlord's sole cost; and Landlord agrees to defend, indemnify,
and hold each of Tenant and any Guarantor harmless from and against any and all costs, damages, expenses,
and/or liabilities (including reasonable attorneys' fees) which each of Tenant or any Guarantor may suffer as a
result of any claim, suit, or action regarding any such Hazardous Materials (whether alleged or real), and/ or
regarding the removal and remediation of same.

        (ii) with regard to any Hazardous Materials released in the Demised Premises by Tenant, Tenant shall 
remove or remediate same to the extent required by Laws and Ordinances, and in compliance with Laws and
Ordinances, and at Tenant's sole cost; and Tenant agrees to defend, indemnify and hold Landlord harmless from
and against any and all costs, damages, expenses, and/or liabilities (including reasonable attorneys' fees) which
Landlord may suffer as a result of any claim, suit, or action regarding any such Hazardous Materials (whether
alleged or real), and/or regarding the removal and remediation of same.

        (iii) If, prior to the Rent Commencement Date, any Hazardous Materials are found in or on the Demised 
Premises, and, as a result thereof, Tenant is prevented or from opening for business, then, notwithstanding
anything to the contrary herein, the Rent Commencement Date shall be delayed for a number of days equal to the
number of days that Tenant is delayed from opening for business in the Demised Premises due to the existence of
the Hazardous Materials, subject to the other provisions of this Lease.

        (iv) If, on or after the Rent Commencement Date, Tenant is prevented from operating its business as a result 
of the existence of such Hazardous Materials not caused by Tenant, then, Tenant's Fixed Rent and all other
charges due hereunder shall not abate, to the extent that the same is covered by insurance and if it is not covered
by insurance, the Fixed Rent shall abate until Tenant is able to resume the operation of its business, subject to the
other provisions of this Lease.

    (e) Each of Landlord's and Tenant's obligations pursuant to this Section 7.05 shall survive any expiration 
and/or termination of this Lease.

Section 7.06. If an excavation shall be made upon the land adjacent to or under the Building, or shall be
authorized or contemplated to be made, Tenant shall afford to the person causing or authorized to cause such
excavation, license to enter upon the Demised Premises for the purpose of doing such work as said person shall
reasonably deem necessary to preserve the Building from injury or damage and to support the same by proper
foundations without any claim for damages or indemnity against Landlord, or diminution or abatement of rent.

                                                   ARTICLE 8
                                                    Insurance

Section 8.01. Tenant shall not do or permit to be done any act or thing in or upon the Demised Premises which
will invalidate or be in conflict with the terms of the New York State standard form of fire insurance with
extended coverage, business interruption, liability, boiler, sprinkler, water damage, war risk or other insurance
policies covering the Land or Building and the fixtures and property therein (hereinafter referred to as Building
Insurance); and Tenant, at its own expense, shall comply with all rules, orders, regulations and requirements of all
Insurance Boards, and shall not do or permit anything to be done in or upon the Demised Premises or bring or
keep anything therein or use the Demised Premises in a manner which increases the rate of premium for any of
the Building Insurance over the rate in effect at the commencement of the Term.

Section 8.02. If, by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of
premium for Building Insurance shall be higher than it otherwise would be, Tenant shall reimburse Landlord upon
request for that part of the Building Insurance premiums thereafter paid by or assessed by the Condominium
Board against Landlord which shall have been charged because of such failure by Tenant. In any action or
proceeding wherein Landlord and Tenant are parties, a schedule or "makeup" of any insurance rate for the Land,
Building or Demised Premises issued by any Insurance Board establishing insurance premium therefore, shall be
prima facie evidenced the facts therein stated and of the several items and charges in the insurance premium rates
then applicable to the Building.

Section 8.03. Tenant, at Tenant's sole cost and expense, shall obtain and maintain at all times during the Term
commercial general liability insurance protecting and indemnifying Landlord, Tenant, the Board of Managers, and
any Mortgagee against any and all claims and liabilities for injury and damage to persons or property and for the
loss of life and of property occurring upon, in or about the Demised Premises, and including products liability
coverage, such insurance to afford minimum protection during the Term of not less than combined single limit of
$5,000,000.00 respect of bodily injury or death or for property damage.

    Tenant, at Tenant's sole cost and expense, shall also maintain insurance against business interruption and 
against any and all damage to or loss of Tenant's Alterations, equipment, furnishings, furniture, fixtures and
contents in the Demised Premises and the Building, and all claims and liability relating thereto.

    All such insurance shall be effected under valid and enforceable policies (which may cover the Demised 
Premises and other locations, provided that the coverage applicable to the Demised Premises and the Building is
not less than the amounts hereinbefore set forth at any time during the Term), shall be issued by insurers of
recognized responsibility, authorized to do business in the State of New York and reasonably acceptable to
Landlord, and shall contain a provision whereby the insurer agrees not to cancel the insurance without thirty (30)
days, prior written notice to Landlord.

    On or before the Commencement Date, Tenant shall furnish Landlord with either the original policy or a 
certificate thereof evidencing the aforesaid insurance coverage, and any endorsements thereto. Renewal and
replacement policies or certificates shall be furnished to Landlord at least thirty (30) days prior to the expiration
date of each policy theretofore furnished.

Section 8.04. The parties shall cause each insurance policy insuring the Demised Premises and its fixtures and
contents including its personal property and equipment, to be written in a manner so as to provide that the
insuring companies waive all right of recovery by way of subrogation against Landlord or Tenant in connection
with any loss or damage covered by any such policy. Neither party shall be liable to the other for the amount of
such loss or damage which is in excess of the applicable deductible, if any, caused by fire or any of the risks
enumerated in such policy, provided such waiver was obtainable at the time of such loss or damage. However, if
such waiver cannot be obtained, or is obtainable only by the payment of an additional premium charge above that
charged by companies carrying such insurance without such waiver of subrogation, the party undertaking to
obtain such waiver shall notify the other party of such fact and such other party shall have a period of twenty (20)
days after the giving of such notice to agree in writing to pay such additional premium if such policy is obtainable
at additional cost; and if such other party does not so agree duly in writing to pay such additional premium, or the
waiver is unobtainable, this Section shall be null and void as to the risks covered by such policy for so long as
either such waiver cannot be obtained or the party in whose favor a waiver of subrogation is desired shall refuse
to pay the additional premium charge. If the release of either Landlord or Tenant, as set forth in the second
sentence of this Section, shall contravene any law with respect to exculpatory agreements, the liability of the party
in question shall be deemed not released but no action or rights shall be sought or enforced against such party
unless and until all rights and remedies against the other's insurer are exhausted and the other party shall be unable
to collect such insurance proceeds.
                                                 ARTICLE 9
                                          Damage by Fire or Other Cause

Section 9.01. If the Demised Premises or any part thereof shall be damaged by fire or other insured casualty and
Tenant shall give prompt written notice thereof to Landlord, Landlord shall, subject to the provisions of the
Condominium Documents and subject to Sections 9.02 and 9.03, proceed with reasonable diligence to repair or
cause to be repaired such damage at its expense; and if the Demised Premises, or any part thereof, shall be
rendered untenantable by reason of such damage, the Fixed Rent hereunder, or an amount thereof apportioned
according to the area of the Demised Premises so rendered untenantable (if less than the entire Demised Premises
shall be so rendered untenantable), shall, to the extent not covered by insurance, be abated for the period from
the business day immediately following the date of such damage to the date when the damage shall have been
repaired as aforesaid. Tenant covenants and agrees to cooperate with Landlord, the Board of Managers and any
Mortgagee in their efforts to collect insurance proceeds (including rent insurance proceeds, if any) payable to
such parties.

Section 9.02. Unless caused by Landlord's negligence or willful misconduct, Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant resulting in any way from damage from
fire or other casualty or the repair thereof. Tenant understands that Landlord, in reliance upon Section 8.03 will
not carry insurance of any kind on Tenant's furnishings, furniture, contents, personal property, fixtures, equipment
and Alterations, and that Landlord shall not be obligated to repair any damage thereto or replace the same.

Section 9.03. Notwithstanding anything else to the contrary contained in this Lease, in the event that:

    (i) if seventy-five percent (75%) of the Building is destroyed or substantially damaged by fixe or other casualty
and seventy-five percent (75%) of the unit owners of the Condominium do not promptly approve the repair and
restoration of the Building, or

    (ii) there is any damage to the Demised Premises within the last year of the Term the cost of repair of which 
exceeds six (6) months' Fixed Rent, and Tenant has not yet exercised its option for the next Renewal Term, then
Landlord may, at its sole option, terminate this Lease and the term and estate hereby granted, by notifying Tenant
in writing of such termination within ninety (90) days after the date of such damage, and in the event described in
subdivision (ii) above, Tenant may terminate by notice to Landlord within thirty (30) days after the date of such
damage. In the event that either such notice of termination shall be given, this Lease and the term and estate
hereby granted shall expire as of the date of termination set forth in the notice with the same effect as if that were
the date originally set for the expiration of the Term, and the Fixed Rent and additional rent hereunder shall be
apportioned as of such date (without, however, limiting any rent abatement to which Tenant may be entitled
pursuant to Section 9.01).

Section 9.04. Except as may be provided in Section 8.04, nothing herein contained shall relieve Tenant from any
liability to Landlord or to its insurers in connection with any damage to the Demised Premises or the Building by
fire or other casualty if Tenant shall be legally liable in such respect.

Section 9.05. The provisions hereof shall be considered an express agreement governing any case of damage to
or destruction of the Building or Demised Premises or any part thereof by fire or other casualty, and Section 227
of the Real Property Law of the State of New York providing for such a contingency in the absence of express
agreement and any other law of like import now or hereafter in force, shall have no application in such case.

                                                ARTICLE 10
                                        Assignment, Subletting, Mortgaging

Section 10.01. Tenant covenants and agrees, for Tenant and Tenant's heirs, distributees, executors,
administrators, legal representatives, successors, and assigns, that neither this Lease nor the term and estate
hereby granted, nor any part hereof or thereof, will be assigned, or advertised for assignment, mortgaged,
pledged, encumbered or otherwise transferred, by operation of law or otherwise, and that neither the Demised
Premises, nor any part thereof will be sublet or advertised for subletting or occupied by anyone other than
Tenant, or for any purpose other than as hereinafter set forth, without the prior written consent of Landlord, given
or withheld as hereinafter provided, in every case except as expressly provided in this Section. Any transfer by
operation of law or otherwise of (i) Tenant's interest in this Lease, or (ii) 50% or more interest in Tenant (whether
by way of stock, limited and/or general partnership interest or otherwise), in a single transaction or a related or
unrelated series of transactions, shall be deemed an assignment of this Lease for purposes of this Article.

Section 10.02. (a) If Tenant desires to assign this Lease or sublet all of the Demised Premises, Tenant shall
deliver to Landlord in writing (1) the name of the proposed assignee or subtenant; (2) a duly executed
counterpart of the term sheet or such other written agreement which includes all of the terms and conditions of the
proposed assignment or subletting; (3) the nature and character of the experience of the principals of the
proposed assignee or subtenant and any other information reasonably requested by Landlord; (4) a financial
statement of the proposed assignee or subtenant, and its principals if not a publicly owned entity, certified to by a
certified public accountant or financial officer of the proposed subtenant or assignee as of a date not more than
twelve (12) months prior thereto; and (5) an agreement to indemnify, defend and hold Landlord harmless against
any claim or liability for real estate brokerage commission payable with respect to any sublease or assignment by
Tenant.

    (b) Landlord agrees not to unreasonably withhold its consent to an assignment of this Lease or a subletting of 
the whole (but not part) of the Demised Premises to a single subtenant, provided that Tenant has complied with
the provisions of Paragraph A above. In determining reasonableness, Landlord may take into consideration all
relevant factors surrounding the proposed assignment or sublease, including, without limitation, the financial
stability (given the obligations hereunder and the fact that Tenant has not been released from liability, to the extent
applicable) reputation and business experience of the proposed assignee or subtenant and the proposed use of
the Demised Premises (which proposed use, subject to this subparagraph (b) and Section 10.02(e), may differ
from the Authorized Use) subsequent to such subletting or assignment.

    (c) If Tenant believes that Landlord has unreasonably withheld its consent with respect to a proposed 
subletting or assignment, Tenant may, within twenty (20) days after receiving notice that Landlord has withheld its
consent, give notice to Landlord of Tenant's intention to submit the question of whether Landlord's consent was
withheld unreasonably to expedited arbitration in accordance with the expedited procedures of the American
Arbitration Association ("AAA") Rules for the Real Estate Industry (the "Rules") except that: (i) the list of
arbitrators referred to in paragraph (b) of Rule 57 shall be returned to the AAA within five (5) business days after
submission of the list; (ii) Landlord and Tenant shall notify the AAA within four (4) business days after an
arbitrator is appointed of any objections they may have thereto and shall have no right to object to an arbitrator
whose name was on the list submitted by the AAA and as to whom no objection was made in connection with
Rule 57; (iii) to the extent acceptable to the arbitrator, the notice of hearing in Rule 58 shall be four (4) business
days in advance of the hearing; and (iv) the hearing shall be held within seven (7) business days after the
appointment of the arbitrator. In the event that Tenant prevails against Landlord in an expedited arbitration
brought pursuant to this Section 10.02(c), Landlord's sole liability to Tenant for its refusal to consent to an
assignment proposed by Tenant shall be to consent thereto and Tenant hereby waives and relinquishes any and all
claims for damages or other compensation by reason thereof. The foregoing reference to Rules 57 and 58 pertain
to the Rules as amended and effective on May 1, 1994. In the event that a subsequent amendment of the Rules
becomes effective, the time frames set forth herein shall pertain, as applicable, to the substantive equivalent of
those rules contained in such later version.

    (d) Landlord may, in its sole discretion, in lieu of consenting to a proposed subletting or assignment, elect to 
cancel and terminate this Lease by delivering to Tenant within ten (10) business days following Tenant's request
for Landlord's consent and, in such event, upon the date specified in Tenant's notice of its intention to assign this
Lease or sublet the Premises, as applicable, and the Term shall come to an end and expire as fully as if the date
specified in such notice was the Expiration Date hereunder.

    (e) No part of the Demised Premises may be used, assigned or sublet for the following uses: nude or semi-
nude dancing; bar, tavern or cocktail lounge, except as part of a restaurant operation; "adult" or "X-rated" book
or movie store (except that this provision shall not prohibit the sale or rental of "adult" or "X-rated" video tapes as
part of the business of a video store offering a substantial selection of other types of video tapes as a majority of
its selection); for the display or sale of pornographic materials; adult movie theater; so-called "head shops," selling
or displaying drug paraphernalia; massage parlor; industrial purposes; warehouse; entertainment or recreation
facilities; training or education facilities; renting, leasing or selling or displaying for the purpose of renting, leasing
or selling of any boat, motor vehicle or trailer; flea market; or on-site dry cleaning plant. "Entertainment or
recreation facility," as used herein, shall include, without limitation, a bowling alley, dance hall, billiard or pool hall,
game parlor, or video arcade (containing more than four (4) electronic games). "Training or education facility" by
definition shall include, without limitation, a beauty school, barber college, reading room, place of instruction, or
any operation catering primarily to students or trainees as opposed to customers. For the purposes of this
Subsection "e", "pornographic materials" shall be any books, magazines, newspapers or videotapes which would
be obscene under prevailing laws.

Section 10.03. (a) If this Lease is assigned or if the Demised Premises is sublet or occupied by anyone other than
Tenant, Landlord, upon the occurrence of an Event of Default and Tenant's failure to cure following applicable
notice, may collect Fixed Rent, additional rent and other charges from the assignee, sublessee or occupant, and
apply the net amount collected to the Fixed Rent, additional rent and other charges herein provided, but unless
Landlord in its sole discretion otherwise elects, no such assignment, subletting, occupancy or collection shall be
deemed a waiver of any covenant by Tenant under this Article 10, nor shall the same be deemed the acceptance
of the assignee, sublessee or occupant as a tenant, or a release of Tenant from the further performance of the
covenants and agreements on the part of Tenant to be performed herein contained.

    (b) If Landlord shall for any reason or cause recover or come into possession of the Demised Premises before 
the Expiration Date, Landlord shall have the right at its option to take over any and all subleases or sublettings of
the Demised Premises or any part or parts thereof made or granted by Tenant and to succeed to all the rights and
privileges of said subleases and sublettings or such of them as it may elect to take over and assume; and Tenant
hereby expressly assigns and transfers to Landlord such of the subleases and sublettings as Landlord may elect to
take over and assume at the time of such recovery of possession, and Tenant shall upon request of Landlord
execute, acknowledge and deliver to Landlord such further assignments and transfers as may be necessary,
sufficient and proper to vest in Landlord the then existing subleases and subletting.

Section 10.04. The consent by Landlord to an assignment or subletting shall not relieve Tenant, the assignee or
subtenant from obtaining the express consent in writing of Landlord to any further assignment or subletting.

Section 10.05. (a) Each permitted assignee or transferee shall assume and be deemed to have assumed this
Lease and shall be and remain liable jointly and severally with Tenant for the payment of the Fixed Rent,
additional rent, other charges and adjustments of rent, and, subject to the right to change the Authorized Use
pursuant to Section 10.02(b), for the due performance of and compliance with all the terms, covenants,
conditions, provisions and agreements herein contained on Tenant's part to be performed or complied with for
the Term.

    (b) No assignment, sublease or transfer shall be binding on Landlord unless such assignee, subtenant or 
transferee of Tenant shall deliver to Landlord a duplicate original of the instrument of assignment, sublease or
transfer which contains a covenant of assumption by the assignee or transferee of all of the obligations aforesaid,
or if a sublease shall expressly provide that it is subject to all of the provisions of this Lease, and any assignee or
subtenant shall obtain from Landlord in the case of any further proposed subletting or assignment the aforesaid
written consent, prior thereto. In the event of a purported assignment, sublease or transfer in contravention of the
provisions of this Lease, Landlord may elect to treat such purported assignee, subtenant or transferee as having
assumed this Lease jointly and severally with Tenant, without in any way or to any extent binding Landlord to
consent to such purported assignment, sublease or transfer.

Section 10.06. In the event that any form of rent paid to Tenant by any assignee or sublettee under this Article
shall exceed the amount of fixed or additional rent payable under this Lease by Tenant to Landlord at the time of
such assignment or subletting, Tenant shall, monthly during the term of such assignment or subletting, pay to
Landlord, and Landlord shall be entitled to receive, an amount equal to 50% of such excess less 50% of
reasonable legal fees and brokerage commissions paid by Tenant in procuring such assignee or sublettee.
Tenant's failure to pay said excess to Landlord shall constitute a default under this Lease.

Section 10.07. (1) Tenant shall have the right to assign, transfer or otherwise convey this Lease or sublet all or
any portion of the Demised Premises (without the consent of Landlord and without any increase in Minimum
Rent, Additional Rent or other charges hereunder, without any right of Landlord to recapture all or any part of the
Demised Premises and without the necessity to share any proceeds of such transaction with Landlord) in
connection with (i) a merger, consolidation or reorganization, (ii) a sale of any of the capital stock of, or equity
interest in, Tenant or (iii) a sale of all or a substantial portion of the assets of Tenant, or the stock of Tenant or
leases for (or assets of) stores operating under the then-current trade name of Tenant, or (iv) any assignment or
subletting involving an Affiliate.

    (2) If Landlord and an unaffiliated assignee of Tenant amend this Lease, Tenant shall not be liable for the 
performance and observance of the obligations to be performed by the assignee pursuant to the provisions of this
Lease, as amended; however, Tenant shall remain liable for the performance and observance of all the original
obligations to be performed by Tenant pursuant to this Lease (unless otherwise expressly provided in this Lease),
provided that Tenant shall have received copies of any default notice(s) and a reasonable opportunity to cure any
such default.

    (3) The issuance or transfer of the stock, partnership interests or other equity interests of Tenant or the general 
partner of Tenant (i) as a result of the public offering or trading of Tenant's stock on a nationally or internationally
recognized exchange or on the NASDAQ over-the-counter market or (ii) as a result of a private placement or
other raising of funds to be invested in Tenant for future expansion or additional working capital, shall not be
deemed to be an assignment, transfer or change in control requiring Landlord's consent.

    (4) Anything contained herein to the contrary notwithstanding, Tenant shall have the right, without Landlord's 
consent, to license any of the operations referred to in the permitted use clause herein, or to permit
concessionaires or franchisees to conduct such operations within the Demised Premises or to share the office
portion of the Demised Premises with another, unrelated entity, provided Tenant shall not separately demise the
Demised Premises in connection with any of the foregoing and provided further that such operations and/or
sharing are ancillary to Tenant's business and that substantially all of the Demised Premises are occupied by
Tenant.

    (5) For the purposes of this Lease, the term "Affiliate" shall mean Tenant's parent or any division, subsidiary or 
affiliate of Tenant as Tenant's parent, or any other entity controlling, controlled by, or under common control or
ownership with Tenant, Tenant's parent or any successor to any of the aforesaid.

                                                  ARTICLE 11
                                              No Liability On Landlord

Section 11.01. Landlord and its agents shall not be liable for any damage to property of Tenant or of others
entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant or Persons
Within Tenant's Control by theft or otherwise. Landlord and its agents shall not be liable for any injury or damage
to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or
leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or
subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused
by or due to the negligence or willful misconduct of Landlord, its agents, or employees and even then, Section
8.04 shall, if applicable, control; nor shall Landlord or its agents be liable for any such damage caused by other
tenants or persons in the Building or caused by operations in construction of any private, public or quasi-public
work.

Section 11.02. If at any time, as a requirement of law, any windows of the Demised Premises are temporarily
closed, darkened or covered for any reason whatsoever including Landlord's own acts, Landlord shall utilize
scaffolding, netting, sidewalk shed or similar structures above the level of Tenant's facade and storefront with due
regard for Tenant's business and so as to minimize any disruption to Tenant's business or the ingress or egress
thereto.

Section 11.02. (a) If at any time, for reasons within Landlord's control, any windows of the Demised Premises
are temporarily closed, darkened or covered for any reason whatsoever for a period in excess of 30 days, or are
substantially permanently closed, darkened or covered for reasons beyond Landlord's reasonable control or
Laws and Ordinances, Landlord shall not be liable for any damage Tenant may sustain thereby nor shall the same
release Tenant from its obligations hereunder or constitute an eviction, except that Tenant shall be entitled to an
abatement of Fixed Rent in an amount to be determined pursuant to the provisions of Section 44 of the Rider
hereto.

Section 11.03. Tenant agrees, irrespective of whether Tenant shall be negligent, to indemnify, defend and save
harmless, the Board of Managers, Landlord and its members, partners, officers, directors, contractors, agents
and employees from and against any and all liability (statutory or otherwise), claims, suits, demands, damages,
judgments, costs, fines, penalties, interest and expenses (including reasonable counsel fees and disbursements
incurred in any action or proceeding), to which Landlord or any such member, partner, officer, director,
contractor, agent or employee may be subject or suffer to the extent arising from, or in connection with, (i) any
liability or claim for any injury to, or death of, any person or persons or damage to property (including any loss of
use thereof), in or about the Demised Premises, or (ii) the use and occupancy of the Demised Premises or from
any work, installation or thing whatsoever done or omitted (other than by Landlord or its contractors or the
agents or employees of either) in the Demised Premises during the Term and during the period of time, if any,
prior to the Commencement Date that Tenant may have been given access to the Demised Premises, or (iii) any
default by Tenant in the performance of Tenant's obligations under this Lease or from any act, omission,
carelessness, or negligence of Tenant or Persons Within Tenant's Control.

Section 11.04. Tenant shall reimburse and compensate Landlord as additional rent within thirty (30) days after
rendition of a statement for all expenditures, costs, fees, expenses, judgments, penalties, damages, and fines
sustained or incurred by Landlord (including reasonable counsel fees and disbursements incurred in connection
with any action or proceeding) due to the operation of this Article, or non-performance or non-compliance with
or breach or failure by Tenant to observe any term, covenant, agreement, provision or condition of this Lease, or
breach of any warranty or representation by Tenant made in this Lease. If in any action or proceeding naming
both Landlord and Tenant, liability arising out of the negligence of Tenant is established, Tenant agrees (i) to
indemnify Landlord in accordance with the provisions of this Article and (ii) to waive any right of contribution
against Landlord except to the extent that Landlord may be a contributing cause to the damage for which an
action or proceeding was brought. Reference in this Article 11 to Landlord shall for all purposes be deemed to
include each Mortgagee.

Section 11.05. Landlord agrees not to unreasonably withhold or delay its consent or approval in connection with
any matter under this Lease for which its consent or approval is required. Tenant agrees that its sole remedy in
cases where it believes that Landlord has reasonably withheld its consent or approval in connection with a matter
under this Lease for which Landlord's consent or approval is required, or any rider or separate agreement relating
to this Lease, shall be those in the nature of an injunction, declaratory judgment, or specific performance, the
rights to money damages or other remedies being hereby specifically waived Unless Landlord is adjudicated to
have acted arbitrarily or capriciously.

                                                   ARTICLE 12
                                                   Condemnation

Section 12.01. If the whole of the Demised Premises shall be lawfully condemned or taken in any manner for any
public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate
as of the date of vesting of title. If only a part of the Demised Premises shall be so condemned or taken, then,
effective as of the date of vesting of title, the Fixed Rent and additional rent hereunder shall be abated in an
amount thereof apportioned according to the area of the Demised Premises so condemned or taken. If only a
part of the Building shall be so condemned or taken (including the Demised Premises), then (i) Landlord may, at
its sole option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title
by notifying Tenant in writing of such termination within sixty (60) days following the date on which Landlord shall
have received notice of vesting of title, and (ii) if such condemnation or taking shall deprive Tenant of access to
the Demised Premises and Landlord shall not have provided or undertaken steps to provide other reasonable
means of access thereto, or fifty (50%) percent or more of the Demised Premises is taken in any such event
Tenant may, at Tenant's option, by delivery of notice in writing to Landlord within sixty (60) days following the
date on which Tenant shall have received notice of vesting of title, terminate this Lease and the term and estate
hereby granted as of the date of vesting of title. If neither Landlord nor Tenant elects to terminate this Lease, as
aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the Fixed Rent
and additional rent shall be abated to the extent, if any, hereinbefore provided in this Article 12. If only a part of
the Demised Premises shall be so condemned or taken and this Lease and the term and estate hereby granted are
not terminated as hereinbefore provided, Landlord will, with reasonable diligence and at its expense, restore the
remaining portion of the Demised Premises as nearly as practicable to the same condition as it was in prior to
such condemnation or taking provided that such restoration shall not exceed the scope of the work done by
Landlord in originally constructing the Building.

Section 12.02. In the event of any condemnation or taking hereinbefore mentioned of all or part of the Building or
the Demised Premises, Landlord shall be entitled to receive the entire award in the condemnation proceeding,
including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly
assigns to Landlord any and all right, title and interest of Tenant now or hereafter arising in or to any such award
or any part thereof, and Tenant shall be entitled to receive no part of such award. In any condemnation
proceeding Tenant may submit a separate claim against the condemning authority for the value of tenant's trade
fixtures and the cost of removal or relocation, if such separate claims are allowable as such.
                                                  ARTICLE 13
                                  Entry; Right to Change Portions of the Building

Section 13.01. Landlord reserves the right at any time and from time to time (without thereby creating an actual
or constructive eviction or incurring any liability to Tenant therefore) to place such structures and to make such
relocations, changes, alterations, additions, improvements, repairs and replacements on the Land and in or to the
Building and the Building Systems as well as in or to the street entrances, subway entrances, lobbies, halls, plazas,
washrooms, passages, tunnels, elevators, escalators, stairways and other parts thereof, and to erect, maintain and
use pipes, ducts and conduits in and through the Demised Premises, all as Landlord may in its discretion deem
necessary or desirable, but subject to Section 13.07. Nothing contained in this Article 13 shall be deemed to
relieve Tenant of any duty, obligation or liability of Tenant with respect to making any repair, replacement or
improvement or complying with any Laws and ordinances as in this Lease provided.

Section 13.02. Neither this Lease nor any use by Tenant shall give Tenant any right or easement in or to the use
of any doors (except the street door of the Demised Premises) or hallways, or any passages or any tunnel nor to
any connection of the Building with any other building or to any public conveniences, and the use of such doors,
hallways, passages, tunnels, and connections and of such conveniences may without notice to Tenant be regulated
or discontinued at any time and from time to time by Landlord without Landlord incurring any liability to Tenant
therefore and without affecting the obligations of Tenant under this Lease.

Section 13.03. Landlord, the Board of Managers and any Mortgagee, and their respective representatives, may
(subject to Section 13.07) enter the Demised Premises at all reasonable hours upon reasonable prior notice and
with a representative of Tenant present and, in the event of an emergency, without Tenant being present,
(although Landlord will attempt telephonic notice to Tenant to the extent reasonably practical) for the purpose of
inspection or of making repairs, alterations, additions, restorations, replacements or improvements in or to the
Demised Premises or the Building or Building Systems or of complying with Laws and Ordinances or the
requirements of Insurance Boards, provided that the foregoing shall not be deemed to impose any obligation on
Landlord or any Mortgagee to make any repairs or Alterations which Landlord is not otherwise obligated to
make under this Lease.

Section 13.04. Landlord may, at reasonable times upon reasonable prior notice, and with a representative of
Tenant present (unless despite such notice Tenant's representative fails to attend) show the Demised Premises to
any prospective purchaser, lessee, mortgagee, or assignee of the Building and/or the Land, or of Landlord's
interest therein, and their representatives. During the period of twelve (12) months next preceding the Expiration
Date Landlord may similarly show the Demised Premises or any part thereof to any person contemplating the
leasing of all or a portion of the same as hereinabove provided.

Section 13.05. Without incurring any liability to Tenant, Landlord may permit access to the Demised Premises
and open the same, whether or not Tenant shall be present, upon demand of any receiver, trustee, assignee for
the benefit of creditors, sheriff, marshal or court officer entitled to, or reasonably purporting to be entitled to
(Landlord shall use reasonable caution in determining whether a person "purporting" to be entitled, is, in fact,
entitled, provided, however that Landlord shall not be obligated to make any independent inquiry) such access
for the purpose of taking possession of, or removing Tenant's property or for any other lawful purpose (but this
provision and any action by Landlord hereunder shall not be deemed a recognition by Landlord that the person
or official permitted such access has any right to such access or interest in or to this Lease, or in or to the
Demised Premises), or upon demand of any representative of the fire, police, building, sanitation or other
department of the city, state or federal governments.

Section 13.07. Whenever Landlord is permitted to enter the Demised Premises, and whenever Landlord makes
repairs, alterations or improvements to the Building which affect the Demised Premises, Landlord shall use
reasonable efforts to minimize the inconvenience to Tenant that may arise therefrom and any interference with the
conduct of Tenant's business; provided, however, that nothing herein contained shall obligate Landlord to incur
any additional or overtime costs or expenses except in the event of an emergency.

                                                  ARTICLE 14
                                                   Bankruptcy

Section 14.01. If at any time prior to the Lease Commencement Date or if at any time during the Term there shall
be filed by or against Tenant in any court pursuant to any statute either of the United States or of any State a
petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a
portion of Tenant's property, and within ninety (90) days thereafter Tenant fails to secure a discharge thereof of if
Tenant makes an assignment for the benefit of creditors or petitions for or enters into an arrangement, this Lease,
at the option of Landlord, exercised by written notice to Tenant within a reasonable time after notice to Landlord
of the happening of any one or more of such events, may be canceled and terminated, in which event the Term
shall expire and neither Tenant nor any person claiming through or under Tenant as a successor to Tenant's rights
in this Lease by virtue of any statute or of an order of any court shall be entitled to possession or to remain in
possession of the Demised Premises, but shall forthwith quit and surrender the Demised Premises, and Landlord,
in addition to the other rights and remedies Landlord has by virtue of any other provision herein or elsewhere in
this Lease contained or by virtue of any statute or rule of law, may retain as liquidated damages any rent,
additional rent, security, deposit or monies received by it from Tenant or others in behalf of Tenant.

Section 14.02. Without limiting any of the foregoing provisions of this Article, if pursuant to the United States
Bankruptcy Code Tenant is permitted to assign this Lease notwithstanding the restrictions contained in this Lease,
Tenant agrees that adequate assurance of future performance by an assignee expressly permitted under such
Code shall be deemed to mean (a) the deposit of cash security in an amount equal to the sum of six (6) months'
Fixed Rent plus additional rent under Article 19 of this Lease for the calendar year preceding the year in which
such assignment is intended to become effective, which deposit shall be held by Landlord for the balance of the
Term, without interest, as security for the full performance of all of the obligations under this Lease on the part of
tenant to be performed, and (b) evidence by financial statement dated not more than six (6) months prior to
submission, prepared and certified by a certified public accountant or a principal owner of the assignee that the
assignee has a net worth, after including the assignment and excluding the value of the leasehold, sufficient to meet
the remaining rental obligations under this Lease, and (c) evidence of experience in direct ownership and
operation of a retail establishment.

                                                  ARTICLE 15
                                           Defaults, Remedies, Damages

Section 15.01. If any one or more of the following events ("Events of Default") shall occur:

    (a) Tenant shall default in the payment of any Fixed Rent, additional rent or any other charge payable 
hereunder by Tenant to Landlord on any date upon which the same becomes due, and such default shall continue
for five (5) days after written notice (which notice shall be a condition of the accruing of interest pursuant to
Section 3.04); or

    (b) Tenant shall do anything or permit anything to be done, whether by action or inaction, contrary to any 
covenant, agreement, term, provision or condition of this Lease, or any exhibit annexed hereto, on the part of
Tenant to be kept, observed or performed (other than a default of the character referred to in paragraph (a) of
this Section 15.01), and such situation shall continue and shall not be remedied by Tenant within thirty (30) days
after Landlord shall have given to Tenant a written notice specifying the same, except in connection with a
situation or default not susceptible to being cured within said thirty (30) day period, in which event the time of
Tenant within which to cure the same shall be extended for such time as shall be necessary to cure the same,
provided Tenant within such thirty (30) day period commences promptly and thereafter proceeds diligently to
cure the same, and provided further that such period of time shall not be so extended as to jeopardize the interest
of Landlord in the Land and/or the Building or so as to subject Landlord or the Board of Managers to any
liability, civil or criminal, or

    (c) any event shall occur or any contingency shall arise whereby this Lease or the estate hereby granted or the 
unexpired balance of the Term would, by operation of law or otherwise, devolve upon or pass to any person,
firm, association or corporation other than Tenant, except as may be expressly authorized herein.

    THEN IN ANY of said events Landlord may at any time thereafter give to Tenant a notice of termination of 
the of the Term setting forth a termination date five (5) days from the date of the giving of such notice, and, upon
the giving of such notice, this Lease and the term and estate hereby granted (whether or not the term shall
theretofore have commenced) shall expire and terminate upon the expiration of said five (5) days with the same
effect as if that day were the date originally set for the Expiration Date, but Tenant shall remain liable for damages
as provided in this Article.

Section 15.02. (a) If an Event of Default shall have occurred and be continuing, Landlord or Landlord's agents
and servants, whether or not the Term shall have been terminated pursuant to Articles 14 or 15, may, without
notice to Tenant, immediately or at any time after the giving of such notice and expiration of such cure periods as
are provided for in Section 15.01 in case of such default reenter into or upon the Demised Premises or any part
thereof, by summary dispossess proceedings or by any suitable action or proceeding at law, without being liable
to indictment, prosecution or damages therefor, and may repossess the same, and may remove any persons or
property therefrom, to the end that Landlord may have, hold and enjoy the Demised Premises again as and of its
first estate and interest therein. The words "reenter" "reentry" and "reentered" as used in this Lease are not
restricted to their technical legal meanings. In the event of any termination of this Lease under the provisions of
Article 14 or 15 or in the event that Landlord shall reenter the Demised Premises under the provisions of this
Article 15 or in the event of the termination of this Lease (or of reentry) by or under any summary dispossess or
other proceeding or action or any provision of law, Tenant shall thereupon pay to Landlord the Fixed Rent,
additional rent and any other charges payable hereunder by Tenant to Landlord up to the time of such termination
of this Lease, or of such recovery of possession of the Demised Premises by Landlord, as the case may be, plus
the expenses incurred or paid by Landlord in terminating this Lease or of reentering the Demised Premises and
securing possession thereof, including reasonable attorneys' fees and costs of removal and storage of Tenant's
property, and Tenant shall also pay to Landlord damages as provided in Section 15.03.

    (b) In the event of the reentry of the Demised Premises by Landlord under the provisions of this Section 
15.02, and if this Lease shall not be terminated, Landlord may (but shall not be obligated to), not in Landlord's
own name, but as agent for Tenant, relet the whole or any part of the Demised Premises for any period equal to
or greater or less than the remainder of the original term of this Lease, for any sum which Landlord may deem
suitable, including rent concessions, and for any use and purpose which Landlord may deem appropriate.

    (c) In the event of a breach or threatened breach on the part of Tenant with respect to any of the covenants, 
agreements, terms, provisions or conditions on the part of or on behalf of Tenant to be kept, observed or
performed, Landlord shall also have the right of injunction.

    (d) In the event of (i) the termination of this Lease under the provisions of Article 14 or 15, or (ii) the reentry of 
the Demised Premises by Landlord under the provision of this Section 15.02, or (iii) the termination of this Lease
(or reentry) by or under any summary dispossess or other proceeding or action or any provision of law by reason
of default hereunder on the part of Tenant, Landlord shall be entitled to retain all monies, if any, paid by Tenant to
Landlord, whether as advance rent, additional rent, security deposit or otherwise, but such monies shall be
credited by Landlord against any Fixed Rent, additional rent or any other charge due from Tenant at the time of
such termination or reentry or, at Landlord's option, against any damages payable by Tenant under Section 15.03
or pursuant to law.

    (e) The specified remedies to which Landlord may resort under this Lease are cumulative and concurrent and 
are not intended to be exclusive of each other or of any other remedies or means of redress to which Landlord
may lawfully be entitled at any time, and Landlord may invoke any remedy allowed under this Lease or at law or
in equity as if specific remedies were not herein provided for, and the exercise by Landlord of any one or more of
the remedies allowed under this Lease or in law or in equity shall not preclude the simultaneous or later exercise
by the Landlord of any or all other remedies allowed under this Lease or in law or in equity. Notwithstanding the
foregoing, but subject to the provisions of Section 25.02, the parties hereby mutually and expressly waive against
each other claims for punitive and consequential damages.

Section 15.03. (a) In the event of any termination of this Lease under the provisions hereof or under any summary
dispossess or other proceeding or action or any provision of law or in the event that Landlord shall reenter the
Demised Premises under the provisions of this Lease, Tenant will pay to Landlord as damages, at the election of
Landlord, either:

    (i) a sum which at the time of such termination of this Lease or at the time of any such reentry by Landlord, as 
the case may be, represents the then value of the excess, if any, of (A) the aggregate of the installments of Fixed
Rent, and the additional rent (if any) which would have been payable hereunder by Tenant, had this Lease not so
terminated, for the period commencing with such earlier termination of this Lease or the date of any such reentry,
as the case may be, and ending with the date hereinbefore set for the expiration of the full term hereby granted
pursuant to Articles 1 and 2, over (B) the aggregate rental value of the Demised Premises for the same period,
both discounted to present value at the rate then being paid on newly issued US Treasury Notes often year
maturity, or
    (ii) sums equal to the aggregate of the installments of Fixed Rent, and additional rent (if any) which would have 
been payable by Tenant had this Lease not so terminated, or had Landlord not so reentered the Demised
Premises, payable upon the due dates therefor specified herein following such termination or such reentry and
until the date hereinbefore set for the expiration of the full term hereby granted; provided, however, that if
Landlord shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents
received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents
as and when received by Landlord from such reletting the expenses incurred or paid by Landlord in terminating
this Lease and of reentering the Demised Premises and of securing possession thereof, including attorneys, fees
and costs of removal and storage of Tenant's property, as well as the expenses of reletting, including repairing,
restoring, altering, decorating and preparing the Demised Premises for new tenants, brokers, commissions,
advertising costs, attorneys' fees, and all other similar or dissimilar expenses chargeable against the Demised
Premises and the rental therefrom in connection with such reletting, it being understood that any such reletting may
be for a period equal to or shorter or longer than the remaining term of this Lease; provided further, that (A) in no
event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to
Landlord hereunder, (B) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to
this paragraph (ii) to a credit in respect of any net rents from a reletting except to the extent that such net rents are
actually received by Landlord prior to the commencement of such suit, and (C) if the Demised Premises or any
part thereof should be relet in combination with other space, then proper apportionment on a square foot area
basis shall be made of the rent received from such reletting and of the expenses of reletting.

    (b) For the purposes of paragraph (i) of Section 15.03(a), the amount of additional rent which would have 
been payable by Tenant under Article 19 and 34 for each year, as therein provided, ending after such termination
of this Lease or such reentry, shall be deemed to be an amount equal to the amount of such additional rent,
respectively, payable by Tenant for the calendar year and Tax Year ending immediately preceding such
termination of this Lease or such reentry. Suit or suits for the recovery of such damages, or any installments
thereof may be brought by Landlord from time to time at its election, and nothing contained herein shall be
deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it
had not been terminated under the provisions of Articles 14 or 15, or under any provision of law, or had
Landlord not reentered the Demised Premises.

    (c) Nothing herein contained shall be construed as limiting or precluding the recovery by Landlord against 
Tenant of any sums or damages to which, in addition to the damages particularly provided above, Landlord may
lawfully be entitled by reason of any default hereunder on the part of Tenant. The failure or refusal of Landlord to
relet the Demised Premises or any part or parts thereof or the failure of Landlord to collect the rent thereof under
such reletting, shall not release or affect Tenant's liability for damages.

Section 15.04. Tenant, for Tenant, and on behalf of any and all persons, firms, corporations and associates
claiming through or under Tenant, including creditors of all kinds, does hereby waive and surrender all right and
privilege which they or any of them might have under or by reason of any present or future law to redeem the
Demised Premises or to have a continuance of this Lease for the term hereby demised after Tenant is
dispossessed or ejected therefrom by process of law or under the terms of this Lease or after the expiration or
termination of this Lease as herein provided or pursuant to law. Tenant also waives the provision of any law
relating to notice and/or delay in levy of execution in case of an eviction or dispossess of a tenant for non-
payment of rent, and of any other law of like import now or hereafter in effect. It is further mutually agreed that in
the event Landlord commences any summary proceeding for non-payment of rent or for holding over after the
termination of this Lease, Tenant will not interpose any counterclaim of whatever nature or description in any such
proceeding unless failure to so interpose in such proceeding would constitute a waiver of Tenant's right to bring a
separate action based thereon.

                                                 ARTICLE 16
                                     Curing Tenant's Defaults - Additional Rent

    If Tenant shall default in the performance of any covenant, agreement term, provision or condition herein 
contained (other than those covenants set forth in Article 6 of this lease which shall be governed by Article 6),
Landlord, without thereby waiving such default, may perform the same for the account and at the expense of
Tenant, without notice in a case of emergency or when Landlord may be subject to any civil or criminal liability,
and in any other case if such default continues after thirty(30) days from the date that Landlord gives written
notice to Tenant of its intention to do so, unless such other default cannot, despite Tenant's reasonably diligent
efforts, be cured within 30 days and Tenant has commenced curing such default within said 30 day period and
thereafter continues diligently to cure Bills for any reasonable expense incurred by Landlord in connection with
any such performance by Landlord for the account of Tenant, as well as bills for any property, material, labor or
services provided, furnished or rendered, or caused to be provided, furnished or rendered, by Landlord to
Tenant may be sent by Landlord to Tenant monthly, or immediately, at Landlord's option, and shall be due and
payable by Tenant within thirty (30) days after the same is sent to Tenant by Landlord, and the amounts thereof
shall be deemed to be additional rent under this Lease. If Tenant or (with Tenant's authorization) any subtenant
requests consent or approval to any act that requires Landlord's consent or approval under this Lease and if
Landlord, in its sole discretion, refers to the matter to its attorneys or other professionals or experts, then,
whether or not such consent or approval is granted, Tenant agrees to reimburse Landlord for all such reasonable
fees incurred by Landlord in connection with the consideration of such request and/or the preparation of any
documents pertaining thereto, as additional rent and the same may be billed to, and shall be payable by, Tenant
as provided in the previous sentence.

                                                   ARTICLE 17
                                             Covenant of Quiet Enjoyment

    Landlord covenants that so long as this Lease has not been terminated as herein provided, Tenant may 
peaceably and quietly enjoy the Demised Premises, subject to the terms and conditions of this Lease.

                                                    ARTICLE 18
                                                Services and Equipment

Section 18.01. Landlord shall deliver the Premises broom clean and vacant. Tenant acknowledges that Landlord
is not furnishing, installing or supplying any air-conditioning, heating, ventilation, electric, cleaning or other services
or equipment in and to the Demised Premises, except that Landlord represents that three-phase, four wire 200
amp electric service, domestic water, chilled water, sewer and fire sprinkler lines are stubbed to the Premises,
and that Landlord has supplied perimeter heating elements

Section 18.02. Tenant, at its sole cost and expense, and subject to the provisions of Article 5, shall be permitted
to connect its domestic hot and cold water, waste and HVAC chilled water lines into those of the Building.
Tenant shall, at its expense, furnish and install meters or other means to measure Tenant's electric, domestic water
and chilled water consumption. Tenant agrees to pay for the maintenance of said meter equipment and/or to pay
Landlord's cost of other means of measuring such water consumption by Tenant. Tenant shall reimburse Landlord
for the actual cost of all domestic and chilled water consumed as measured by said meter or meters or as
otherwise measured, including sewer rents.

Section 18.03. Tenant shall, at Tenant's expense, keep the Demised Premises clean and in order, to the
reasonable satisfaction of Landlord (including, without limitation, the cleaning of the storefronts and windows and
sidewalks and compliance with all recycling requirements of Laws and Ordinances) and for that purpose shall
employ a person, firm or corporation reasonably acceptable to Landlord. Tenant shall, at Tenant's own expense,
make all repairs and replacements to the sidewalks and curbs adjacent to the front of the Demised Premises
made necessary by Tenant's misuse thereof, or negligence, and keep the sidewalks, arcade and curbs adjacent to
the Demised Premises free from snow, ice, dirt and rubbish. Tenant agrees to have Tenant's refuse removed daily
at Tenant's expense. If Tenant fails to remove any accumulation of refuse or garbage, Landlord may after notice
to Tenant and the expiration of the applicable cure period (except where sooner action is required to cure
violations of law, ordinances, regulations or other municipal requirements or violations of the Condominium's By-
Laws, Rules and Regulations) remove the same, and Tenant shall pay to Landlord the reasonable cost of removal
of any of Tenant's refuse and rubbish from the Building. Bills for the same shall be rendered by Landlord to
Tenant at such time as Landlord may elect and shall be due and payable within thirty (30) days thereafter and the
amount of such bills shall be deemed to be, and be paid, as additional rent. Tenant shall store its refuse in such
manner as Landlord shall reasonably require prior to the daily pickup thereof. Tenant shall not leave garbage
outside the Building for carter pickup except during the hours and in the location required by Landlord. All
garbage shall be tightly packaged. All deliveries to the Demised Premises, and the removal of garbage and refuse
shall be subject to reasonable rules and regulations to be established by the Landlord, and/or the Condominium
Board, in their reasonable judgment and discretion, with due regard to the character and operation of the Building
and the Authorized Use. Landlord shall not discriminate against Tenant in enforcing said rules and regulations
however. Tenant shall cause all garbage and waste to be stored in the Demised Premises until removal for carter
pick-up.
Section 18.04. Landlord reserves the right to stop the furnishing of the Building services and to stop service of the
Building Systems, when necessary, by reason of accident, or emergency, or for Repairs and Alterations in the
judgment of Landlord desirable or necessary to be made, until said Repairs and Alterations shall have been
completed; and Landlord shall have no responsibility or liability for failure to supply air conditioning, heat,
elevator, plumbing, water, electric, cleaning or other services during said period or when prevented from so doing
by strikes, lockouts, difficulty of obtaining materials, accidents or by any cause beyond Landlord's control, or by
Laws and ordinances or failure of electricity, water, steam, coal, oil or other suitable fuel or power supply, or
inability by exercise of reasonable diligence to obtain electricity, water, steam, coal, oil or other suitable fuel or
power, To the extent covered by insurance, no diminution or abatement of rent or other compensation shall or
will be claimed by Tenant as a result therefrom, nor shall this Lease or any of the obligations of Tenant be
affected or reduced by reason of such interruption, curtailment or suspension, nor shall the same constitute an
actual or constructive eviction provided that Landlord shall use reasonable efforts to minimize interference with
Tenant's business when making any repairs which cause an interruption in Building Services or a shutdown of
Building Systems.

Section 18.05. Tenant shall be entitled to non-exclusive use of the basement service access on the Eighth Avenue
side of the Building only (the "Service Corridors"), including ingress and egress through the service entrance(s)
which provide access to the Service Corridors from time to time, which serve the floors in the Building in which
the Demised Premises is located for deliveries of merchandise, trade equipment, materials and supplies. Landlord
shall not discriminate against Tenant in enforcing Landlord's rules and regulations with respect to use of the
Service Corridors until a service elevator is installed in the Building, Tenant shall have the right to use the grated
areaway adjacent to the subway entrance located on the 14th Street side of the Building for access to the
basement. Thereafter, Tenant shall not use any service or other access on the 14th Street side of the Building.
Tenant shall have exclusive use of the window boxes on the 8th Avenue side of the building for display purposes.

Section 18.06. Landlord shall provide Tenant reasonable access to the Building's plumbing, mechanical, electrical
and other engineering systems (including, without limitation, sources of steam, fresh air intakes, exhaust systems
and smoke purges) (hereinafter collectively referred to as "Engineering Systems") necessary to build and operate
the Demised Premises in accordance with the Building Code of the New York City and other applicable laws. In
the event that the Demised Premises contains no point of entry for any Engineering Systems, Tenant may, at its
sole expense, upon reasonable prior notice to Landlord and in the presence of Landlord's engineer or Building
supervisor if Landlord so requires, perform such work outside of the Demised Premises as is reasonably
necessary to connect the Premises to such Engineering Systems, including, without limitation, the installation of
ductwork, piping, risers, conductors, conduits and feeders. Notwithstanding anything to the contrary in this
Lease, ANY AND ALL PLUMBING, ELECTRICAL, FIRE ALARM AND MECHANICAL WORK
SHALL BE PERFORMED ONLY BY J. VULPIS & SON, INC. (plumbing and sprinkler), MASTER
COOLING (mechanical work) SCIENTIFIC ELECTRIC (electrical and fire safety systems), and IBK (EIFFS
system and exterior enclosures) at Tenant's sole expense provided that said contractors charge commercially
reasonable rates. Tenant shall repair any damage to the Building or the Engineering Systems caused by or
resulting from such work and shall indemnify and hold Landlord and the Board of Managers harmless from any
loss, cost or damage suffered by Landlord as a result of or in any way relating to the performance of such work.

Section 18.07. Landlord shall provide an area (the Mechanical Area) outside of the Demised Premises on the
west mezzanine above the water closets set forth in Schedule "A" for Tenant's placement of its mechanical
equipment. Tenant shall have the option of using the Mechanical Area for the installation of a chilled air HVAC
system. Tenant's use of the Mechanical Area is by Landlord's revocable permission only. Nothing in this lease is
intended to nor shall it be deemed to create a landlord-tenant relationship between Landlord and Tenant with
respect to the Mechanical Area.

                                                  ARTICLE 19
                                                 Adjustment of Rent

Section 19.01. In addition to the Fixed Rent and additional rent hereinbefore reserved, Tenant covenants and
agrees to pay Landlord as additional rent, sums computed in accordance with the following provisions of this
Article:

Section 19.02. For the purposes of this Lease:

    (a) "Taxes" shall mean Tenant's Share of all real estate taxes and assessments (including water rates and sewer 
rents), general or special, foreseen or unforeseen, ordinary or extraordinary, of any nature whatsoever, levied,
confirmed, charged, payable or imposed upon or attributable to Commercial Unit No. 2, or Landlord's interest
therein, and any Business Improvement District or similar charges assessed against the same. Any special
assessment or levy which is imposed upon the Land, the Building or Landlord's interest therein shall be deemed
to be included in the term "Taxes"; and if, but only if, due to a future change in or addition to the method of
taxation, an income, gross receipts, capital, franchise, transfer, estate, inheritance, capital stock or other tax shall
be levied against Landlord in substitution for, in lieu of any tax in the nature of a real estate tax or assessment,
such income, gross receipts, capital, franchise, transfer, estate, inheritance, capital stock or other tax shall be
deemed to be included in the term "Taxes", but only to the extent of the amount thereof that would be levied if the
Landlord's interest in Commercial Unit No. 2 were the only asset of Landlord.

    (b) "Tax Year" shall mean every 12 consecutive month period, all or any part of which occurs during the term 
of this Lease, commencing each July 1st or such other date as shall be the first day of the fiscal tax year of the
City of New York of other governmental agency determined by Landlord to be responsible to the collection of
substantially all Taxes.

    (c) "Base Tax Year" shall mean the twelve (12) month fiscal 
Tax Year commencing July 1, 2001.

    (d) "Base Taxes" shall mean the Taxes for the Base Tax Year. 

Section 19.03. (a) If the Taxes for any Tax Year shall be greater than the Base Taxes, then Tenant shall pay to
Landlord as additional rent for each such Tax Year an amount equal to Tenant's Share (as defined in Section
1.01) of such excess for such Tax Year. As soon as practicable after the issuance by the governmental authority
having jurisdiction thereover, of tax bills for Taxes for any Tax Year, Landlord shall submit to Tenant a statement,
together with a copy of the applicable tax bill, which shall indicate the amount, if any, required to be paid by
Tenant as additional rent as in this Section provided. Within thirty (30) days after the issuance of the statement,
Tenant shall pay such additional rent, if any, as set forth on such statement.

    (b) If, following the delivery of any statement, Landlord shall receive a refund of Taxes for any Tax Year for 
which Tenant has paid any additional rent under the provisions of this Section, Tenant's Share of the net proceeds
of such refund, after deduction of reasonable legal fees, appraiser's fees and other expenses reasonably incurred
in obtaining reductions and refunds and collecting the same shall be applied and allocated to the periods for which
the refund was obtained and, Landlord shall, as applicable, offset such refund against Rent, Additional Rent or
other monies due under this lease from Tenant to Landlord or refund Tenant's Share of such refund. In no event
shall any refund due Tenant hereunder exceed the sum paid by Tenant for such particular Tax Year. Tenant shall
not have the right, nor Landlord the obligation, to seek from the taxing authority any refund or reduction of Taxes.
Any additional payment due for any Tax Year shall be made by Tenant within thirty (30) days after the furnishing
of the revised statement.

    (c) Intentionally deleted. 

    (d) Tenant shall pay, before delinquency, all occupancy taxes and all property taxes and assessments on the 
furniture, fixtures, equipment and other property of Tenant at any time situated on or installed in the Demised
Premises, and on additions and improvements in the Demised Premises made or installed by Tenant subsequent
to the Commencement Date, if any.

Section 19.04. Nothing contained in any provision of this Lease dealing with adjustments of rent or additional rent
shall be construed so as to reduce the Fixed Rent below the sum set forth in Section 1.01 plus any increases
therein pursuant to any provision of this Lease.

Section 19.05. Any payments due hereunder for any period of less than a full Tax Year at the end of the Term
shall be prorated. Landlord's failure to render any statement under the provisions of this Article shall not prejudice
its right to thereafter render said statement for such year or any subsequent years, provided that any such
statement is rendered by no later than the end of the calendar year following the end of subject tax year. If Tenant
shall fail to object in writing to any statement issued by Landlord under this Article within 90 days after receipt, all
contents of such statement shall thereafter be deemed binding and conclusive upon Tenant. The obligations of
Landlord and Tenant with respect to any payment and/or refund of additional rent pursuant to this Article
applicable to the last fiscal year of the Term shall survive the expiration of the Term.
                                                   ARTICLE 20
                                                    Electricity

Section 20.01. Tenant shall arrange to obtain electric current directly from the public utility corporation supplying
electric current to the Building. Tenant shall be permitted to use the risers, conductors, conduits, electrical panel
and such other equipment and facilities, if any, which presently supply electricity to the Demised Premises
(collectively, "Electrical Equipment").

Section 20.02. Landlord shall provide service of a minimum of three-phase, four wire, 200 amp electrical service.
However, Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense
which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer
available or suitable for Tenant's requirements provided that any loss of electricity shall not be the result of
Landlord's, or its agent's, employees or contractors', negligence. Tenant's use of electric current in the Demised
Premises shall not at any time exceed the capacity of any of the Electrical Equipment serving the Demised
Premises. If Tenant's electrical needs exceed the capacity of existing Electrical Equipment, Tenant may, after
obtaining Landlord's prior written consent (which shall not be unreasonably withheld or delayed), install such
additional Electrical Equipment or modify the existing Electrical Equipment as may be necessary to provide for
Tenant's electrical needs. Should Landlord grant such consent, all costs and expenses in connection with any
modification or replacement of or addition to the Electrical Equipment, including those for filing and, in the event
that Scientific Electric does not perform the work, Landlord's reasonable costs for supervision, shall be paid by,
Tenant.

                                                   ARTICLE 21
                                                     Broker

    The parties warrant and represent to each other that there was no broker with whom they dealt in connection 
with the Demised Premises, the Building and/or this transaction, and that this Lease was not brought about or
procured through the use, negotiation and/or instrumentality of any agent or broker, except the broker(s) referred
to as the Designated Broker specified in Section 1.01. The parties covenant and agree to pay, indemnify and hold
each other harmless from and against any and all loss, cost, expense or damages, arising from any claim for
commissions or other compensation, together with all costs and expenses incurred in resisting any claims
(including reasonable attorneys' fees), made by any agent or agents and/or any broker or brokers other than the
Designated Broker. The fees of the Designated Broker shall be paid by Landlord pursuant to a separate
agreement.

                                                   ARTICLE 22
                                                   Subordination

Section 22.01. Subject to the conditions hereinafter set forth, this Lease and all of Tenant's rights hereunder,
including Tenant's rights under Article 27 (Persons Bound), are and shall be subject and subordinate to (i) the
Condominium Documents and (ii) all Mortgages and other agreements now or hereafter affecting the title to the
Demised Premises, and to all advances heretofore or hereafter made under any such Mortgages and to all
renewals, modifications, consolidations, replacements, spreaders, substitutions, additions and extensions of any
such Mortgages or Condominium Documents.

Section 22.02. The subordination set forth in Section 22.01 is subject to the condition that any present or future
holder of a Mortgage and/or condominium association or corporation under the Condominium Documents shall
execute and deliver to Tenant an agreement ("SNDA Agreement") providing that such party will recognize this
Lease and not disturb Tenant's possession of the Demised Premises in the event of foreclosure if Tenant is not
then in default hereunder beyond any applicable cure period. Tenant agrees, upon receipt of such SNDA
Agreement, to execute such further reasonable instrument(s) as may be necessary to subordinate this Lease to the
lien of any such Mortgage, or the Condominium Documents in accordance with this Section 22.02.

Section 22.03. Tenant agrees that upon the request of the holder of a Mortgage, or the purchaser at a sale in
foreclosure of a Mortgage, or other person, who shall succeed to the interests of Landlord (which such lessor,
Mortgagee, purchaser or other person is hereafter in this paragraph referred to as "such successor in interest"),
Tenant covenants and agrees to attain to such successor in interest and recognize such successor in interest as its
landlord under this Lease. Tenant agrees to execute an instrument in writing reasonably satisfactory to such
successor in interest, whereby Tenant attorns to such successor in interest.
Section 22.04. If, in connection with obtaining financing or refinancing for the Building or Land, any Mortgagee or
prospective Mortgagee shall request modifications to this Lease as a condition to such financing or refinancing,
Tenant will not unreasonably withhold or delay its consent thereto, provided that such modifications do not
increase the obligations of Tenant hereunder or adversely affect the leasehold interest hereby created.

                                                   ARTICLE 23
                                                 Estoppel Certificate

    The parties agree, at any time and from time to time, not more than fifteen (15) days' after request, to execute, 
acknowledge and deliver a statement in writing addressed to the requesting party or as such party direct,
certifying to such reasonable information regarding this Lease as may be requested, including that this Lease is
unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect
as modified and stating the modification), stating the dates to which the Fixed Rent, additional rental and other
charges have been paid; and stating whether or not, to the best knowledge of the signer of such certificate, there
exists any default by the other party in the performance of any covenant, agreement, term, provision or condition
contained in this Lease, and, if so, specifying each such default of which the signer may have knowledge, it being
intended that any such statement delivered pursuant hereto may be relied upon by the requesting party or a
purchaser of the requesting party's interest in the Demised Premises and by any Mortgagee or prospective
mortgagee affecting the Building or the Land, or both, or part or parts thereof.

                                                  ARTICLE 24
                                                 Waiver of Jury Trial

    Each of Landlord and Tenant waives the right to trial by jury in any action, proceeding or counterclaim that 
may hereafter be instituted by or against it, provided such waiver is not prohibited by law.

                                                   ARTICLE 25
                                        Surrender of Premises; Holding Over

Section 25.01. Upon the expiration or other termination of the Term, Tenant shall quit and surrender the Demised
Premises in good order and condition, ordinary wear and tear and damage by fire or other insured casualty
excepted, and shall remove all its property therefrom, except as otherwise provided in this Lease, and shall at
Tenant's expense repair any damages resulting from the such removal. Tenant's obligation to observe or perform
this covenant shall survive the expiration or other termination of the Term.

Section 25.02. Tenant consents and agrees that if Tenant shall hold over after the expiration or sooner termination
of this Lease, Tenant shall pay, as a use and occupancy charge for each month or fraction thereof during which
Tenant shall hold over, except for a holdover in excess of 60 days, as liquidated damages for such holding over,
such sum as equals the greater of the then fair market value (without deduction of the cost of commissions or
concessions) of the Demised Premises or one and one-half times the then Fixed Rent payable hereunder plus any
additional rent pursuant to Article 19 hereof which would be payable under this Lease if this Lease had not
ended. The aforesaid payment shall be in addition to, and not the exclusion of, any other remedy or payment that
may be available to Landlord under this Lease or at law, including damages for holding over, for loss of any new
lease, for vacancy due to inability to lease or cancellation by a prospective successor lessee, for expenses
incurred in paying a successor lessee's damages or losses flowing from delayed delivery, and reasonable
attorneys' fees.

                                                   ARTICLE 26
                                                Rules and Regulations

    Tenant, and Persons Within Tenant's Control shall faithfully observe and comply with the rules and regulations 
set forth in the Condominium Documents and hereby made a part hereof and such additional rules and regulations
as Landlord and/or the Board of Managers hereafter at any time or from time to time may reasonably make and
may communicate in writing to Tenant, which, in the reasonable judgment of Landlord and/or the Board of
Managers, shall be necessary or desirable for the reputation, safety, care or appearance of the Building and
Building Systems, or in the preservation of good order therein, or the operation or maintenance of the Building
and Building Systems, or the comfort of tenants or others in the Building; provided, however, that in the case of
any conflict between the provisions of this Lease and any such rules or regulations, the provisions of this Lease
shall control, and provided further that nothing contained in this Lease shall be construed to impose upon
Landlord any duty or obligation to enforce the rules and regulations or the terms, covenants or conditions in any
other lease as against any other tenant, provided that Landlord use reasonable efforts to minimize the
inconvenience to Tenant that may arise therefrom and any interference with the conduct of Tenant's business; and
provided further that Landlord shall not be liable to Tenant for violation of the same by any other tenant, its
servants, employees, agents, visitors, invitees, subtenants or licensees. In case Tenant disputes the reasonableness
of any additional rule or regulation hereafter made or adopted by Landlord or Landlord's agents, the parties
hereto agree to submit the question of the reasonableness of such rule or regulation for decision to the Chairman
of the Board of Directors of the Management Division of The Real Estate Board of New York, Inc. or to such
impartial person or persons as he may designate, whose determination shall be final and conclusive upon the
parties hereto.

                                                  ARTICLE 27
                                                  Persons Bound

    The covenants, agreements, terms, provisions and conditions of this Lease shall bind and inure to the benefit of 
the respective heirs, distributees, executors, administrators, successors, assigns and legal representatives of the
parties hereto with the same effect as if mentioned in each instance where a party hereto is named or referred to,
except that no violation of the provisions of Article 10 shall operate to vest any rights in any successor, assignee
or legal representative of Tenant, and that the provisions of this Article 27 shall not be construed as modifying the
conditions of limitation contained in Articles 14 and 15. The term "Landlord" as used in this Lease shall mean the
Landlord at the particular time in question and Tenant agrees that if Landlord transfers its interest in the Building
and the transferee shall assume the obligations of Landlord hereunder that the covenants and obligations of
Landlord shall not be binding upon the Landlord named herein with respect to any period subsequent to the
transfer of its interest under this Lease, and that in the event of any such transfer, Tenant agrees to look solely to
the transferee for the performance of the obligations of Landlord hereunder, but only with respect to the period
beginning with such transfer and ending with a subsequent transfer of such interest. In addition, notwithstanding
anything to the contrary provided in this Lease, Tenant agrees that there shall be no personal liability on the part
of Landlord or any party comprising Landlord arising out of any default by Landlord under this Lease, and that
Tenant shall look solely to the interest of Landlord in the Demised Premises, and, subject to the provisions of
Sections 15.02(e) and 22, to the income and proceeds therefrom, for the enforcement and satisfaction of any
defaults by Landlord hereunder.

                                                   ARTICLE 28
                                                     Notices

    Any notice, approval, consent, request or demand permitted or required to be given by the terms and 
provisions of this lease, or by any Law or ordinance, either by Landlord to Tenant or by Tenant to Landlord,
shall be in writing. Unless otherwise required by such Law or Ordinance, such notice, request or demand shall be
given by certified mail, enclosed in a securely closed postpaid wrapper, in a United States post office or official
depository, addressed to the recipient at its address as stated on the first page of this Lease and shall be deemed
given upon receipt, upon the day on which delivery thereof was refused or upon the date of first attempted
delivery Either party may, by notice as aforesaid, designate a different address or addresses for notices, requests
or demands to it, and may also instruct that its attorneys be given copies of all notices. Copies of default notices
to Tenant shall simultaneously be sent by like means to the Demised Premises, Attn: Store Manager.

                                                   ARTICLE 29
                                                    Basement

No vault or basement space not within the property line of the Building is leased hereunder, anything to the
contrary indicated elsewhere in this Lease notwithstanding. Any vault or basement space not within the property
line of the Building, which Tenant may be permitted to use or occupy, shall be used or occupied under revocable
license, and if the amount of such space be diminished or acquired by any governmental authority having
jurisdiction, Landlord shall not be subject to any liability nor shall Tenant be entitled to abatement of rent, nor
shall such diminution be deemed a constructive or actual eviction. Any fee or license charge or tax of municipal
authorities for, or allocable to, any vault or basement space occupied by Tenant shall be paid by Tenant to
Landlord as additional rent within thirty (30) days after written demand therefor. If such fee, tax or charge shall
be for vault or basement space greater in area than that occupied by Tenant, the charge to Tenant shall be
prorated.
                                                ARTICLE 30
                                           No Waiver; Entire Agreement

Section 30.01. The failure of either party to seek redress for violation of, or to insist upon the strict performance
of any covenant, agreement, term, provision or condition of this Lease, or any of the rules and regulations, shall
not constitute a waiver thereof, and the parties shall have all remedies provided herein and by applicable law with
respect to any subsequent act, which would have originally constituted a violation. The receipt by Landlord of
rent with knowledge of the breach of any covenant, agreement, term, provision or condition of this Lease shall
not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by
Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of
a lesser amount than that monthly Fixed Rent herein stipulated shall be deemed to be other than on account of
such Fixed Rent or additional rent or other charge owing by Tenant, as Landlord shall elect, nor shall any
endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed
binding on Landlord or an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of the Fixed Rent, additional rent or other charges owing by
Tenant, and to pursue each and every remedy in this Lease or by law provided. The receipt and retention by
Landlord of Fixed Rent or additional rent from anyone other than Tenant shall not be deemed a waiver by
Landlord of any breach by Tenant of any covenant, agreement, term, provision or condition herein contained, or
the acceptance of such other person as a tenant, or a release of Tenant from the further performance by Tenant
of the covenants, agreements, terms, provision and conditions herein contained.

Section 30.02. This Lease with the schedules, riders and exhibits, if any, annexed hereto contains the entire
agreement between Landlord and Tenant, and any agreement hereafter made between Landlord and Tenant shall
be ineffective to change, modify, waive, release, discharge, terminate or effect a surrender or abandonment of this
Lease, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement
is sought. If Tenant shall have any right to an extension or renewal of the Term, or any right to lease other space
from Landlord, Landlord's exercise of Landlord's right to terminate this Lease shall operate, ipso facto, to
terminate such renewal extension or other right, whether or not theretofore exercised by Tenant. Any option on
the part of Tenant herein contained for an extension or renewal hereof shall not be deemed to give Tenant any
option for a further extension beyond the renewal or extended term provided for herein.

                                                   ARTICLE 31
                                                   Miscellaneous

Section 31.01. The Index and Article headings of this Lease are for convenience only and shall not limit or define
the meaning or content hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural, as the identity of the person or persons may require.

Section 31.02. If the term "Tenant", as used in this Lease, refers to more than one person, then, as used in this
Lease, said term shall be deemed to include all of such persons or any one of them; and of this Lease shall have
been assigned, the term "Tenant" as used in Article 14 shall be deemed to include the assignee and the assignor,
or either of them under any such assignment.

Section 31.03. The submission of this Lease shall not be deemed an offer and Tenant shall not have any rights
with respect hereto or to the Demised Premises and may not rely hereon in any respect, unless and until
Landlord, by an authorized representative, shall execute a copy of this Lease and deliver such to Tenant or its
representative.

Section 31.04. If any words in this Lease shall have been stricken out or otherwise eliminated, whether or not any
other words have been added in their place, this Lease shall be construed as if the words so stricken out or
otherwise eliminated, were never included in this Lease and no implication or inference shall be drawn from the
fact that said words were so stricken out or otherwise eliminated.

Section 31.05. If Tenant or Landlord shall bring any action for any relief against the other, declaratory or
otherwise, arising out of or under this Lease, including any suit by Landlord for the recovery of rent or possession
of the Demised Premises, the losing party shall reimburse the successful party for all reasonable attorneys' fees
and disbursements incurred by the successful party in such suit and such attorneys' fees shall be deemed to have
accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to
judgment.
Section 31.06. With the exception of consequential damages sustained by Landlord as a result of a holdover as
provided for in Section 25.02 above, the parties hereby mutually waive any and all claims for consequential
and/or punitive damages arising from the performance or non-performance of this Lease.

                                                   ARTICLE 32
                                                 Inability to Perform

Section 32.01. This Lease and the obligations of Tenant to pay Fixed Rent and additional rent hereunder, and
perform and comply with all of the other covenants and agreements hereunder on the part of Tenant to be
performed or compiled with, except as herein specifically set forth shall in nowise be affected, impaired or
excused because of Landlord's delay or failure to perform or comply with any of the covenants and agreements
hereunder on the part of Landlord to be performed or complied with, or to furnish any service or facility, if such
failure to perform, comply or furnish occurs due to reasons beyond the reasonable control of Landlord, including
strikes, lockouts or labor problems, governmental preemption, or by reason of any Laws and ordinances, or by
reason of the conditions of supply and demand which have been or shall be affected by war or other emergency
or general market conditions. Tenant's delay or failure to perform the covenants and agreements hereunder, other
than the payment of Fixed Rent and additional rent, as a result of strikes, lockouts or labor problems,
Governmental preemption, or by reason of any Laws and ordinances, or by reason of the conditions of supply
and demand which have been or shall be affected by war or other emergency or general market conditions, shall
not constitute an Event of Default.

Section 32.02. If any provision of this Lease or the application thereof to any person or circumstance shall be
determined to be illegal, invalid or unenforceable, the remaining provisions of this Lease or the application of such
provision to persons or circumstances other than those to which it is held illegal, invalid or unenforceable shall not
be affected thereby and shall be valid and enforceable to the fullest extent permitted by law, unless such invalidity
or unenforceability is, in the sole determination of Landlord, essential to the rights of both parties, in which event
Landlord shall have the right to terminate this Lease by giving Tenant not less than thirty (30) days' prior written
notice of such termination.

                                                   ARTICLE 33
                                                  Security Deposit

Section 33.01. Tenant has deposited with Landlord an irrevocable letter of credit in the amount of $225,000.00
as security for the full and faithful observance and performance by Tenant of the terms, covenants and conditions
of this Lease. If Tenant defaults in the observance or performance of any term, covenant or condition of this
Lease, including without limitation the payment of Rent and additional rent, Landlord may, after notice to Tenant
and the expiration of the applicable cure period, use, apply or retain the whole or any part of the security so
deposited to the extent required for the payment of any Rent or any other sum as to which Tenant is in default or
for any sum which Landlord may expend or may be required to expend by reason of Tenant's default, including
without limitation any damages or deficiency accrued before or after summary proceedings or other reentry by
Landlord. If no Event of Default shall have occurred, then commencing with the second anniversary of rent
commencement, the security deposit shall be reduced to an amount to $150,000.00. If Tenant shall fully and
faithfully observe and perform all of the terms, covenants and conditions of this Lease, the security, without
interest, shall be returned to Tenant after the end of the Lease Term and after delivery of entire possession of the
Demised Premises to Landlord.

Section 33.02. In the event of a sale, transfer or leasing of the Demised Premises by Landlord, Tenant shall have
the right to transfer the security to the vendee, transferee or lessee, and upon such transferee's written assumption
thereof Landlord thereupon shall be released by Tenant from all liability for the return of such security. Tenant
agrees to look solely to such new owner or landlord for the return of said security. The provisions of this
paragraph shall apply to every transfer or assignment of the security to a new owner or landlord. Tenant shall not
assign or encumber or attempt to assign or encumber the security, and neither Landlord nor the successors or
assigns of Lessee shall be bound by any such assignment encumbrance, or attempted assignment or
encumbrance.

Section 33.03. If Landlord applies or retains all or any portion of the security as herein provided, Tenant on
demand shall pay to Landlord the amount so applied or retained which shall be added to the security so that the
same shall be replenished to its former amount and so that at all times the amount deposited shall be equal to the
amount of security required under Section 33.01.

                                                     ARTICLE 34
                                                       Signage

    Tenant shall, at its sole expense, have the right to install exterior signage, including flags, and interior signage 
visible from the exterior of the Building provided that such signage is in accordance with governing New York
City authorities including but not limited to the Landmarks Preservation Commission (the "LPC").

    Tenant shall, at its expense, diligently and in good faith pursue the application for required approvals from the 
LPC. Landlord will cooperate with Tenant in formulating a signage plan satisfactory to the LPC.

                                                   ARTICLE 35
                                               Condominium Documents

    This Lease is subject to the terms and provisions of the Condominium Documents, and in the event of any 
inconsistency between he terms and provisions of this Lease and the terms and provisions of the Condominium
Documents, the terms and provisions of the Condominium Documents shall control. Except for Landlord's duties
and obligations expressly described in this Lease, Tenant shall be responsible for causing the Demised Premises
to be in compliance with the terms of the Condominium Documents.

                                                     ARTICLE 36
                                                     Renewal Option

Section 36.01. Tenant if not in default hereunder beyond any applicable cure period, shall have an option (the
Renewal Option) to extend the term of this lease for one period of 5 years (the Renewal Period). The Renewal
Period shall, if the option therefor is exercised, commence upon the day immediately succeeding the expiration
date of the original term. If Tenant elects to exercise the Renewal Option, it shall do so by giving written notice of
such election to Landlord as provided in Article 28 at least 12 months prior to the date which would be the
commencement date of the Renewal Period. If Tenant exercises the Renewal Option, the term of this lease shall
be automatically extended for the Renewal Period without the necessity for the execution of any further lease,
instrument or agreement. Except as provided in Section 36.03, the Renewal Period shall be subject to all of the
same terms and conditions of this lease as are in effect for the period immediately proceeding the commencement
date of the Renewal Period.

Section 36.02. The annual Fixed Rent payable by Tenant for the Renewal Period shall be an amount equal to the
greater of 95% of the then fair market rental value, without deduction for the costs of brokerage and concessions,
of the Demised Premises or $299,475.00. The annual Fixed Rent determined under this Section for the Renewal
Period shall increase by 10% on the third anniversary of the commencement of the Renewal Period.

Section 36.03. The fair market rental value (Fair Market Rent) of the Demised Premises for purposes of Section
36.02 shall be determined pursuant to the provisions of this Section 36.03. Within five (5) business days after
Landlord receives Tenant's notice that it is exercising the Renewal Option ("Renewal Notice"), Landlord shall
notify Tenant of Landlord's determination of the Fair Market Rent. Within five (5) business days after Tenant's
receipt of Landlord's determination, Tenant shall notify Landlord whether Tenant accepts or rejects said
determination. In the event Tenant fails to notify Landlord within the foregoing five (5) business day period,
Tenant shall be deemed to have accepted Landlord's determination. If Tenant gives Landlord timely notice of its
objection to Landlord's determination, Landlord and Tenant acknowledge and agree that the arbitration process
hereinafter set forth shall determine the Fair Market Rent. Each party, at their own expense, shall then designate a
real estate broker with not less than fifteen (15) years experience in commercial leasing transactions in the area in
which the Demised Premises is located who shall determine and promptly report (and in no event later than the
twentieth (20th) day following Landlord's receipt of the Renewal Notice) to both parties in writing the Fair
Market Rent of the Demised Premises. If the reports indicate proposed rental amounts that are within five (5%)
percent of each other, Landlord and Tenant agree that the Fair Market Rent shall be an average of such amounts.
However, if after receiving the reports, the parties are unable to agree on the Fair Market Rent (and the amounts
are not within five (5%) percent of each other) within five (5) days, both parties shall jointly appoint a separate
broker (meeting the aforesaid criteria) who shall determine the Fair Market Rent by selecting either Landlord's
Fair Market Rent determination or Tenant's Fair Market Rent determination according to whichever of the two
valuations as set forth in the reports from Landlord's broker or Tenant's broker, respectively, is closer to the
actual Fair Market Rent in the opinion of such third broker. The third broker shall have no discretion other than
to select one or the other report as aforesaid. The costs of such third broker shall be shared equally by Landlord
and Tenant. The parties must work together and coordinate efforts to obtain such third broker's report in writing
no later than the thirty-fifth (35th) day following the date of Landlord's receipt of the Renewal Notice. Pending
such determination and in the event the term for the Renewal Period commences prior to the final determination
of the Fair Market Rent, Tenant shall pay to Landlord the Fair Market Rent as fixed by Landlord, subject to
adjustment (with interest thereon at the rate of 8% per annum) upon resolution of such dispute.

IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the day
and year first above written.

14TH STREET DEVELOPMENT, LLC
Landlord
By: /s/ Richard C. Fiore
Richard C. Fiore, President

NICKEL USA, INC. d/b/a NICKEL
Tenant
By: /s/ Philippe Dumont
Name: President

  
Exhibit 10.106

                                                                 BAIL COMMERCIAL

  

  

                            Soumis aux Articles L 145.1 a L 145.60 du Nouveau  Code de Commerce 
                                              et au decret du 30 Septembre 1953

  

  

  

ENTRE LES SOUSSIGNES

  

  

- Societe Civile Immobiliere du 4/6 Rond-Point des Champs Elysees,

                                                                                                                        

representee par : DAUCHEZ , Administrateurs de Biens, Societe Anonyme ayant son siege social 132
boulevard Haussmann 75008 PARIS.

                        

Titulaire de la carte professionnelle n o G 989, garantie par la SOCAMAB, 18 rue Beaurepaire PARIS 10eme,
ladite societe representee par Madame Mabe LE CHATELIER.

  

  

                                                                                                               ci-apres denommee  << le Bailleur >>, 
                                                                                                                                         d'une part,

  

ET

  

- Societe INTER PARFUMS S.A. au capital de 12 816 594,00 euros, immatriculee au Registre du 
Commerce et des Societes de PARIS sous le n o B 350 219 382 dont le siege social est situe 4/6, Rond-Point
des Champs Elysees 75008 PARIS,

  

et representee aux fins des presentes par Monsieur Philippe SANTI , en qualite de Directeur Administratif et
financier, dument habilite

  
                                                                                 ci-apres denommee << le Preneur >> 
                                                                                                        d'autre part,

  

  

  

                                       IL A ETE CONVENU CE QUI SUIT

  

A compter du 1er avril 2004, le bailleur, donne a loyer au preneur, qui accepte, les lieux ci-apres designes
dependant d'un immeuble sis au  4-6 Rond Point des Champs Elysees - PARIS 8eme

  

  

                                                   DESIGNATION

  

Dans un immeuble sis a 4-6 Rond Point des Champs Elysees-75008 PARIS

  

-         Un local COMMERCIAL avec

  

       Au rez de chaussee une boutique d'une superficie de 20 m 2 environ avec entree directe sur le
       Rond-Point des Champs Elysee, dans laquelle se trouve un escalier privatif desservant, en entresol
       sur la droite, une mezzanine d'une surface d'environ 14 m 2 , et permettant l'acces direct au premier
       etage;

         

       Et tout le premier etage de l'immeuble, avec un grand show room donnant sur le Rond-Point des
       Champs Elysees, des bureaux et installations sanitaires, deux acces par deux doubles portes
       donnant sur l'escalier principal et deux autres portes secondaires donnant sur les escaliers de service
       de l'immeuble; le tout d'une superficie de 537 metres carres environ, tels que lesdits lieux figurent
       aux plans ci-annexes.

  

Ainsi au surplus que les lieux s'etendent, se poursuivent et comportent, avec toutes leurs dependances, sans
aucune exception ni reserve et sans qu'il soit besoin d'en faire ici une plus ample designation, le preneur declarant
les bien connaitre et dont il sera d'ailleurs fait un etat detaille et contradictoire dresse, aux frais du preneur, dans le
mois qui suivra l'achevement des travaux d'amenagement des locaux.

  

Il est precise que toute erreur dans la designation ci-dessus ne peut justifier ni reduction ni augmentation du loyer,
les parties se referant a la consistance des locaux tels qu'ils se comportent.

  
  

                                                      DUREE

  

Le present bail, qui commencera a courir le 1er avril 2004 , est consenti pour une duree de
trois, six ou neuf ans, qui expireront les 31 mars 2007, 31 mars 2010 ou 31 mars 2013, au choix du preneur seul
a charge par lui s'il desire donner conge pour l'expiration de la premiere ou de la deuxieme periode triennale de
respecter un preavis de six mois.

  

Tout conge devra etre signifie par acte extrajudiciaire.

  

  

  

  

  

  

                                                       PRIX

  

La presente location est consentie et acceptee moyennant un loyer annuel en principal de TROIS CENT
QUINZE MILLE EUROS (315 000,00 euros),

  

ainsi que la T.V.A., applicable, que le preneur s'oblige a payer au bailleur ou a son mandataire, au domicile de
celui-ci, par quart, aux quatre termes ordinaires de l'annee, le premier jour de chaque trimestre, de trois mois en
trois mois, jusqu'a l'expiration de la location, a terme d'avance.

  

Ledit loyer sera automatiquement indexe le premier avril de chaque annee en fonction de la variation de l'indice
du cout de la construction d'un immeuble tel qu'il sera publie par l'Institut National des Statistiques et des Etudes
Economiques (INSEE) pour le 3eme  trimestre de chaque annee. 

  

La premiere indexation interviendra pour la premiere fois le 1er avril 2005 sur la base de la variation entre l'indice
du 3eme trimestre 2003 qui est de 1203, et celui qu'il publiera pour le 3eme trimestre 2004, et dans le futur sur la
base des indices du 3eme trimestre de chaque annee.

  

En sus du loyer ci-dessus fixe, le preneur remboursera au bailleur, en meme temps que chaque terme de loyer, les
differentes prestations et fournitures que les proprietaires sont en droit de recuperer sur les locataires, soit sa
part :

  
     l   des depenses municipales (balayage, enlevement des ordures menageres) des depenses d'entretien, des
         appointements des gardiens, huissier, agents d'accueil, employes d'immeuble., et charges accessoires ;
     l     
     l   des depenses d'eau froide ;
     l     
     l   des depenses de fonctionnement ; 
     l     
     l   des depenses concernant l'ascenseur qui dessert les etages ;
     l     
     l   de la taxe annuelle sur les bureaux et les commerces en Ile de France concernant les lieux loues, si elle est
         due, au premier janvier de chaque annee. Il est expressement convenu que cette taxe sur les bureaux est
         due par le preneur a partir de l'annee 2004.
     l     
     l   De la taxe fonciere et de la taxe d'enlevement des ordures menageres. Il est expressement convenu que
         ces taxes sont dues par le preneur a partir de l'annee 2004 (prorata temporis).
     l     
     l   de la taxe d'enlevement des dechets industriels et commerciaux, si elle est due.

  

  

  

  

  

  

  

Il sera demande pour le remboursement de ces charges une provision trimestrielle de NEUF CENT
SOIXANTE QUINZE EUROS (975,00 Euros ), le compte definitif etant etabli en fin d'exercice.

  

Toutefois, la taxe annuelle sur les Bureaux et commerces en Ile de France, la taxe foncieres, la taxe d'enlevement
des ordures menageres et eventuellement celle d'enlevement des dechets industriels et commerciaux, ne sont pas
incluses dans les provisions sur charges ordinaires et sont appelees une fois par an.

  

Les modalites de repartition des charges pourront etre modifiees par voie contractuelle, judiciaire, ou legale.

  

  

Tout retard dans le reglement des sommes dues, tant au titre du loyer qu'au titre des charges et accessoires,
donnera lieu a des relances dont les frais incomberont au preneur, a savoir : pour la premiere relance : 10 euros, 
pour la deuxieme relance : 20 euros, suivant les tarifs en vigueur au jour de la signature des presentes. 

  

la somme de 2,00 euros sera demandee chaque mois pour frais d'etablissement d'avis d'echeance, suivant les
tarifs en vigueur au jour de la signature des presentes.
  

  

  

                                             DEPOT DE GARANTIE

  

  

Le preneur versera en outre a la signature des presentes, a titre de depot de garantie, la somme de SOIXANTE
DIX HUIT MILLE SEPT CENT CINQUANTE EUROS (78 750,00 euros) representant trois mois de loyers
H.T.

  

A chaque indexation ou revision de loyer, ce depot de garantie sera reajuste de telle sorte qu'il corresponde
toujours a trois mois de loyers H.T.

  

Ladite somme sera remboursee au preneur apres demenagement et remise des cles, deduction faite des loyers et
reparations locatives ou toutes autres sommes pouvant etre dues par le preneur au bailleur, ou dont celui-ci
pourrait etre rendu responsable pour le preneur. Cette somme ne sera en aucun cas productive d'interets au profit
du preneur.

  

  

  

  

                                           FRANCHISE DE LOYERS

  

Il est accorde au preneur une franchise de loyers d'une valeur hors TVA de SOIXANTE DIX HUIT MILLE
SEPT CENT CINQUANTE EUROS (78 750,00 Euros), representant 3 mois de loyer, pour permettre au 
preneur d'executer des travaux dans les bureaux livres tels que designes dans l'etat des lieux etabli des l'entree en
jouissance par le preneur.

  

  

  

Le preneur s'engage expressement a fournir au bailleur, a la signature du bail, le descriptif detaille et chiffre des
travaux objets de la presente franchise. Ce descriptif sera annexe au present bail.

  

En outre, le preneur s'engage expressement a fournir au bailleur, les copies certifiees conformes des factures pour
les  travaux executes, des la fin du chantier. 

  
De plus, le preneur s'engage expressement a faire executer les travaux objets de cette franchise, au regard des
dispositions reglementaires applicables (et notamment une assurance maitre d'ouvrage, et un coordonnateur de
securite et protection de la sante) a ses frais et sous le controle de l'architecte du bailleur, dont les honoraires
seront a la charge du preneur.  

  

  

Enfin, le preneur s'engage, des la date de prise d'effet du bail, a s'acquitter aupres du bailleur des charges
afferentes aux locaux objets du present acte.

  

  

  

  

                                           CLAUSE RESOLUTOIRE

  

Il est expressement convenu que :

  

1)    A defaut de paiement d'un seul terme de loyer en principal, charges, taxes et prestations, a son echeance 
convenue, comme au cas d'infraction ou d'inexecution d'une des conditions generales ou particulieres prevues au
bail, un mois apres un simple commandement demeure infructueux, malgre toutes offres ulterieures de payer ou
d'executer, la presente location sera resiliee de plein droit, si bon semble au bailleur, sans qu'il soit besoin
d'aucune formalite judiciaire autre qu'une simple ordonnance de refere rendue par M. le President du Tribunal de
Grande Instance prononcant l'expulsion, ladite ordonnance ayant pour objet, non de prononcer la resiliation qui a
lieu de plein droit si bon semble au bailleur, mais d'en assurer l'execution.

  

2)    Au cas de resiliation prevue au paragraphe premier de la presente clause resolutoire, les sommes versees au 
bailleur a titre de depot de garantie lui seront acquises a titre d'indemnite, sans prejudice de tous depens et de
tous dommages et interets.

  

3)    En cas de non-paiement de toute somme due a son echeance ou d'inexecution d'une des conditions
generales ou particulieres prevues au bail et des le premier acte d'huissier, le preneur devra de plein droit payer
en sus, outre les frais de recouvrement y compris la totalite du droit proportionnel du a l'huissier de justice, une
penalite egale a 10% (dix pour cent) du montant de la somme due pour couvrir le bailleur tant des dommages
pouvant resulter du retard dans le paiement que des frais, diligences et honoraires exposes pour le recouvrement
de cette somme.  Cette penalite s'ajoute a l'interet legal du a compter du commandement. 

  

  

  

  
                                          CONDITIONS GENERALES

  

Le present bail est consenti et accepte sous les charges ordinaires de droit, suivant l'usage des lieux, et en outre
aux conditions suivantes que le preneur s'oblige a executer ou supporter a peine de resiliation, sans pouvoir
pretendre a aucune indemnite ni diminution de loyer, ni sans aucun recours contre le bailleur ni contre son
assureur.

  

  

1 o     Prise de possession :  De prendre les lieux loues dans l'etat ou ils se trouvent actuellement sans pouvoir 
exiger du bailleur aucune mise en etat ni aucune reparation quelconque, le gros oeuvre des murs et planchers
etant seul a la charge du bailleur.

  

2 o     Fermeture - Couverture :  De ne pouvoir reclamer d'autres fermetures ni serrures que celles existant 
actuellement, le preneur declarant renoncer a tous recours contre le bailleur ou contre son assureur, au cas de vol
ou d'effraction dans les lieux loues.

  

       De supporter la depose definitive de persiennes ou volets, au gre du bailleur, sans indemnite. 

  

       De ne pouvoir placer sous les chassis, vitres, verrieres ou plafonds en beton translucide s'il en existe, des 
objets, machines, etc. pouvant etre endommages par des fuites d'eau, le bailleur declinant toute responsabilite au
cas de degats pouvant en resulter a raison de la nature meme de ce mode de couverture dont l'etancheite n'est
par garantie.

  

3 o     Etat des lieux et entretien : D'entretenir les lieux loues, pendant toute la duree du bail, en bon etat de
reparations locatives, et de faire, en consequence, executer a ses frais toutes reparations d'electricite, de
robinetterie, serrurerie, fumisterie, plomberie, chauffage central, menuiserie, peinture, fenetres et volets, etc., en
un mot tous travaux qu'il serait necessaire de faire effectuer dans les lieux, meme le remplacement total ou partiel.

Seul le gros oeuvre des murs et planchers (au sens de l'article 606 du Code Civil) restera a la charge du bailleur.

  

       De rendre a la fin de la location les lieux loues dans le meme etat que celui dans lequel l'etat des lieux dresse 
lors de la prise de possession montrera qu'ils se trouvaient au debut de la location.

  

       A l'expiration de la location, il sera dresse un autre etat des lieux indiquant les reparations locatives pouvant 
etre dues par le preneur.  Ledit preneur devra en regler le montant. 

  

4 o     Travaux par le preneur - Embellissements - Ameliorations :  De ne pouvoir, sans le consentement expres et 
par ecrit du bailleur, rien changer dans la distribution des lieux loues, notamment en ce qui concerne l'affectation
donnee aux differentes parties des lieux loues.
  

       De ne pouvoir faire aucun changement, installation, demolition, percement de murs, cloisons, planchers, ni 
scellement sans le consentement expres et par ecrit du bailleur.

  

  

  

  

  

  

       De ne pouvoir faire executer ces travaux, s'ils etaient autorises par le bailleur, qu'apres l'approbation et sous 
la direction de l'architecte du bailleur, dont le preneur paierait les honoraires.

  

       De laisser a la fin de la location si bon semble au bailleur, sans indemnite, les changements et travaux ainsi 
executes.

  

       De laisser egalement tous decors, embellissements, armoires fixees aux murs, conduites de gaz, d'eau et 
d'electricite, que le preneur pourrait faire installer et, en general, toutes installations et tous embellissements
devenant immeubles par destination, a moins que le bailleur ne prefere que les lieux soient retablis, aux frais du
preneur et sans indemnite, dans leur etat primitif.

  

       De ne pouvoir surcharger les planchers des lieux loues, sans en avoir au prealable complete la solidite au 
moyen de mesures que preconiserait l'architecte du bailleur, sous les ordres duquel les travaux devraient d'ailleurs
etre executes, aux frais du preneur.

  

       De supporter les frais d'une modification eventuelle des lieux loues qui pourrait etre exigee par une 
quelconque administration, meme si cette exigence etait imprevisible et constitutive, par suite d'un fait de force
majeure.

  

5 o     Travaux dans l'immeuble - Visite des Lieux - Canalisations : De souffrir, sans aucune indemnite, ni
diminution de loyer, les travaux que le bailleur jugerait necessaire de faire executer dans les lieux loues, ou dans
l'immeuble dont ils dependent, leur duree excederait-elle quarante jours.

  

       Le bailleur se reserve la faculte, au besoin par derogation a l'Article 1723 du Code civil, d'apporter toutes 
les modifications qu'il jugera a propos, tant a l'aspect exterieur qu'a l'interieur de l'immeuble dont dependent les
locaux loues, a l'exclusion des lieux presentement loues.

  
De laisser passer par les lieux loues, si besoin etait, pour proceder au nettoyage des cours, courettes, visites des
contrepoids d'ascenseur ou autres travaux necessaires a la bonne tenue de l'immeuble ou au fonctionnement de
tous appareils.

  

De supporter, sans aucune indemnite, ni diminution de loyer, tous les travaux que le bailleur estimerait devoir
subir ou serait force de subir, ainsi que toutes constructions ou demolitions voisines, tous bouchements de cours,
courettes ou jours de souffrance.

  

De laisser traverser ses caves par toutes canalisations necessaires.

  

De deposer a ses frais et sans delai tous coffrages et decoration ainsi que toutes installations qu'il aurait faites et
dont l'enlevement serait utile pour la recherche et la reparation des fuites de toute nature, de fissures dans les
conduits de fumee et de ventilation, notamment apres incendie ou infiltrations, et en general pour l'execution de
travaux.

  

  

  

  

  

Au cas ou des travaux s'avereraient necessaires sur toutes canalisations, le bailleur se reserve la possibilite de
remplacer les canalisations encastrees par des canalisations apparentes.

  

En cas de travaux, constructions, vente de l'immeuble par parties ou en totalite, le bailleur pourra modifier la
repartition des caves et proceder a un echange de locaux.

  

De laisser le bailleur, son architecte et leurs representants penetrer dans les lieux loues chaque fois qu'ils le
jugeront utile; ces derniers veillant a prevenir le preneur 24 heures a l'avance (sauf urgence).

  

6 o     Expropriation : De ne pouvoir exiger du bailleur aucune indemnite ni diminution de loyer si, pendant la 
duree du present bail, l'immeuble dont dependent les lieux presentement loues venait etre demoli en totalite ou en
partie par suite de retranchement, reculement ou expropriation pour cause d'utilite publique, sauf bien entendu le
recours du locataire contre les parties expropriantes.

  

7 o     Garnissement : De tenir les lieux loues constamment garnis de meubles, marchandise, objets mobiliers en
quantite et de valeur suffisante pour repondre du paiement des loyers et de l'execution des charges et conditions
du bail.

  
       De maintenir dans les lieux loues une activite commerciale constante, sans pouvoir sous aucun pretexte, sauf 
la fermeture normale pour conges payes cesser, meme momentanement, de les employer a la destination ci-
dessous indiquee.

  

       Tout demenagement partiel anticipe est interdit au preneur qui, dans tous les cas, ne pourra quitter les lieux 
loues qu'apres l'entiere execution des obligations prevues au present acte.

  

  

8 o     Assurances  : Perte de la chose louee, recours et assurances 

  

8 -1 - biens propriete du preneur

  

Le preneur assurera et maintiendra assures pendant toute la duree du bail contre les risques d'incendie,
d'explosion, degats des eaux, destruction, les meubles, objets mobiliers, materiels et de maniere generale tout ce
qui est sa propriete a l'interieur des locaux, y inclus les agencements, renoncant a tout recours a l'encontre du
bailleur dans l'hypothese ou les meubles, objets mobiliers, materiels, agencements ou autres seraient endommages
partiellement ou totalement.

  

Le preneur s'engage a imposer a son assureur la meme renonciation a recours a l'encontre de son bailleur.

  

8 - 2 - vis-a-vis des tiers

  

Le preneur devra egalement s'assurer contre le recours de tous tiers, renoncant egalement a tout recours contre le
bailleur si par le fait d'un tiers les biens qui sont sa propriete sont

  

  

  

  

partiellement ou totalement endommages ou encore s'il doit interrompre momentanement ou totalement son
activite.

  

Le preneur s'engage a imposer cette meme renonciation a recours a son assureur.

  

8 - 3 - biens propriete bailleur
  

Le bailleur assurera l'immeuble et tous les elements d'equipement ou autres devenus immeuble par destination
contre les risques d'incendie, d'explosion, degat des eaux, destruction partielle ou totale pour quelque cause que
ce soit et ce, en valeur reconstruction a neuf.

  

Le bailleur, dans l'hypothese d'un sinistre, renonce a tous recours a l'egard du preneur, il s'engage a imposer a
son assureur la meme renonciation a l'encontre du preneur.

  

Le preneur remboursera au bailleur toute surprime nee des activites exercees, s'obligeant en outre a communiquer
tous les elements permettant de connaitre les biens devenus immeuble par destination, sauf a engager sa
responsabilite vis-a-vis du bailleur et dans l'hypothese d'un sinistre a reparer le prejudice subi par le bailleur en
cas d'insuffisance de garantie.

  

Des lors que les primes seraient etablies pour une garantie concernant la totalite de l'immeuble, a l'exception de la
surprime nee des activites exercees dont la totalite demeure en toute hypothese a la charge du preneur, la quote-
part due par le preneur serait celle rappelee a l'article 4.1.9, savoir

  

8 - 4 - renonciations reciproques

  

Les parties s'obligent compte tenu des renonciations ci-dessus rappelees, a se notifier dans le delai de deux mois
et a compter de la prise d'effet des presentes leurs polices d'assurances, lesquelles etablies en fonction de leurs
obligations respectives devront : 

  

-      pour le preneur, stipuler que lui-meme et ses assureurs renoncent, en cas de sinistre couvert par les garanties
prevues aux articles 8-1 et 8-2, a tout recours contre le bailleur et ses assureurs,

  

-      pour le bailleur, stipuler que lui-meme et ses assureurs, pour les garanties prevues a l'article 8-3 renoncent a
tout recours contre le preneur et ses assureurs.

  

Ces renonciations a recours seront reciproques de telle sorte que sous reserve de la renonciation a recours de la
part du preneur et de ses assureurs, le bailleur et ses assureurs renoncent pour les memes sinistres, a tout recours
qu'ils seraient fondes a exercer contre le preneur et ses assureurs et que sous reserve de la renonciation a recours
de la part du bailleur et de ses assureurs, le preneur et ses assureurs renoncent pour les memes sinistres a tout
recours qu'ils seraient fondes a exercer contre le bailleur et ses assureurs.

  

  

  

  
  

  

9 o     Contributions - Salubrite : De satisfaire a toutes les charges de ville et de police dont les locataires sont
ordinairement tenus.

  

       De se conformer a toutes les prescriptions de l'autorite competente pour cause d'hygiene et de salubrite 
publique.

  

       D'acquitter exactement toutes contributions et taxes pouvant lui incomber personnellement.  De justifier, 
avant son demenagement, au bailleur ou a son mandataire du reglement de ses contributions par le recu du
Percepteur.

  

       De supporter, pendant la duree de la location, sa part de tous impots et taxes d'Etat, de departement ou de 
ville, sous quelque forme qu'ils soient crees, percus ou non sur le proprietaire.

  

10 o   Reglement interieur : De ne pouvoir rendre le bailleur responsable des interruptions qui pourraient se
produire dans les services d'eau, gaz, electricite ou tout autre service public, ou des restrictions qui pourraient,
eventuellement, etre imposees par les pouvoirs publics aux divers services de l'immeuble.

  

       D'entretenir normalement les canalisations interieures d'alimentation ou d'ecoulement d'eau, ainsi que toutes 
canalisations de gaz et d'electricite, le bailleur ne devant jamais etre inquiete a ce sujet et le preneur n'utilisant ces
canalisations qu'a ses risques et perils.

  

       Le preneur devra en prenant possession des lieux, faire executer les travaux eventuellement necessaires pour 
mettre l'installation electrique propre aux lieux loues, en conformite aux reglements en vigueur.

  

       De faire ramoner a ses frais, par un fumiste qualifie, autant que besoin sera, les cheminees et conduits de 
fumee dependant des lieux loues.

  

       Le bailleur ne garantit pas leur etat et le preneur ne pourra les utiliser qu'a ses risques et perils. Il ne pourra 
jamais demander leur remise en etat.  Il ne pourra y brancher aucun poele ou radiateur. 

  

       De ne rien deposer, ni laisser deposer, dans le vestibule de l'entree de l'immeuble, les couloirs, escaliers, et 
d'une facon plus generale, toutes parties communes de l'immeuble qui sont formellement exclues de la presente
location.

  

       De ne pouvoir placer ni des fleurs, ni des objets quelconques aux fenetres aussi bien sur rue que sur cour. 
  

       De respecter les conditions imposees par tout organisme cree entre proprietaires ou occupants de 
l'immeuble, eventuellement avec la participation des proprietaires ou occupants des immeubles voisins.

  

  

  

  

  

  

       D'observer rigoureusement les usages etablis a Paris en matiere de voisinage.  D'eviter a ce sujet tous bruits, 
odeurs ou autres causes de gene pour les autres occupants de l'immeuble ou des immeubles voisins.

  

       De veiller a ce que les equipements de ventilation tels que hottes aspirantes, extracteurs, conduits, etc. 
repondent aux normes requis pour l'activite autorisee par le present bail, et que ces equipements soient maintenus
en parfait etat de fonctionnement ; de telle sorte que le bailleur ne soit en aucun cas inquiete par des genes
occasionnes au voisinage, sous forme de fumees, odeurs, trepidations de machinerie, ou autres bruits.

  

       De veiller a ce que son personnel ne stationne pas dans les parties communes de l'immeuble, de lui interdire 
tous cris ou bruits quelconques, notamment au moment des entrees et sorties, de telle sorte que la tranquillite de
l'immeuble ne soit pas troublee par leur presence.

  

       De ne pouvoir avoir aucun animal malpropre ou bruyant. 

  

       De se substituer au bailleur sur toutes reclamations qui pourraient etre elevees par un voisin, le bailleur ne 
devant jamais etre inquiete a ce sujet.

  

       De ne faire en aucun cas de vente publique dans les lieux loues, meme apres faillite ou liquidation judiciaire. 

  

       Lorsque le preneur aura recu ou donne conge, et dans les six derniers mois de la location, le bailleur pourra 
faire mettre un ecriteau, a l'emplacement de son choix, indiquant que les lieux sont a louer.  Le preneur devra 
laisser visiter tous les jours ouvrables de 10 heures a midi et de 14 heures a 17 heures.  Il en sera egalement ainsi 
en cas de mise en vente des lieux loues.

  

  

11 o   Chauffage : Il existe dans les lieux loues une installation de chauffage privative.
  

       Le preneur devra supporter directement, sans que le bailleur n'ait jamais a intervenir de quelque maniere que 
ce soit, la charge entiere de l'installation de chauffage, de son remplacement total ou partiel, de maniere a laisser,
a son depart, lesdites installations en bon etat de fonctionnement.

  

  

11 o bis : Climatisation  : 

  

Dans le cas ou une installation de climatisation privative serait mise en place dans ses locaux, le preneur devra
supporter directement, sans que le bailleur n'ait jamais a intervenir de quelque maniere que ce soit, la charge
entiere de cette installation de climatisation dans ces locaux, de son remplacement total ou partiel, de maniere a
laisser, a son depart, lesdites installations en bon etat de fonctionnement

  

  

  

  

  

  

12 o   Ascenseurs : De ne pouvoir utiliser l'ascenseur qu'a ses risques et perils, et en se conformant aux
prescriptions edictees a cet effet par l'entreprise chargee de l'entretien.

  

       De respecter la charge utile de cet appareil. 

  

       De respecter la possibilite d'usage de l'appareil par les autres occupants de l'immeuble. 

  

       L'usage en est reserve aux locataires,: il est interdit pour le transport de tous materiaux ou objets et ne doit 
pas etre utilise par les livreurs ou coursiers.

  

       Le bailleur decline toute responsabilite pour les accidents qui pourraient survenir du fait de l'ascenseur et 
quelles qu'en soient les causes.

  

  

  
13 o   Destination des lieux : De ne pouvoir exercer dans les lieux loues que l'activite d'
ACHAT, VENTE, FABRICATION, IMPORTATION et EXPORTATION DE PARFUMS,
COSMETIQUES, ARTICLES DE MODE ET ACCESSOIRES ; 

  

Etant entendu que le commerce de la societe INTER PARFUMS SA ne devra jamais etre limite au commerce
exclusif des articles <<ARTICLES DE MODE ET ACCESSOIRES >> ci-dessus enumeres a titre
d'accessoires.

  

       Les lieux objets des presentes sont loues a usage exclusif de commerce. 

  

  

       Les lieux loues ne pourront servir a aucun autre usage, etant entendu que le bailleur se reserve le droit de 
louer tous autres locaux de l'immeuble pour tous commerces ou professions semblables ou similaires a celui du
preneur.

  

  

  

14 o   Credit-Bail :           Dans le cas ou le preneur aurait recours a un credit-bail sur son fonds de commerce ou
sur un des elements de celui-ci, il a l'obligation d'en prevenir le bailleur par lettre recommandee avec accuse de
reception dans le mois qui precede la signature du contrat de credit-bail.  De meme, il aura l'obligation de le 
prevenir de la date d'expiration du contrat de credit-bail.

  

       En cas de cession du fonds de commerce, le credit-preneur aura la meme obligation vis-a-vis du credit
bailleur afin que le bailleur ne soit jamais inquiete par l'etablissement credit-bailleur aupres duquel le contrat de
credit-bail aura ete souscrit.

  

       Au moment de la cession du fonds de commerce, le credit-bailleur doit informer le proprietaire que toutes
les formalites et obligations prevues au contrat de credit-bail ont ete remplies par le credit-preneur cessionnaire.

  

  

  

  

  

       Au cas de demande de renouvellement du present bail par le credit-bailleur desirant installer un nouvel
exploitant, ce dernier devra exercer une activite identique a celle de l'ancien credit-preneur.  Le credit-bailleur
devra en ce cas adresser au bailleur, en meme temps que la demande de renouvellement, toutes informations
concernant le nouvel exploitant (K-bis, statuts, references bancaires) et son activite pour etre soumis a son
agrement expres et par ecrit.
  

15 o   Cession - Apport - Sous-location : De ne pouvoir ceder son droit au present bail si ce n'est a l'acquereur
de son fonds de commerce, pourvu que ce soit en totalite, et a charge de rester garant et repondant solidaire
envers le bailleur de tous cessionnaires successifs ; tant pour raison du paiement des loyers que pour l'execution
des conditions generales du present bail.

  

       L'acte contenant la cession devra etre fait sous la forme authentique ; le bailleur devra y etre appele et une 
grosse dudit acte devra lui etre remise gratuitement dans le mois de la signature ; au dit acte de cession les
cessionnaires s'obligeront naturellement envers le bailleur au paiement du loyer et a l'execution des charges et
conditions du present bail.

  

       Aucun apport ou cession ne pourra etre fait s'il est du des loyers et charges par le preneur. 

  

       Ces stipulations seront applicables a toutes cessions successives. 

  

       De ne pouvoir donner son fonds en gerance, se substituer toute personne, preter les lieux loues, meme 
temporairement, a des tiers.

  

       De ne pouvoir sous-louer et domicilier ni en totalite ni en partie, sans l'accord prealable et ecrit du Bailleur.

  

  

15 o bis Toutefois , le preneur est d'ores et deja autorise a domicilier dans les lieux loues des societes du Groupe
INTER PARFUMS, a conditions de respecter les cinq conditions indivisibles suivantes:

1)      Que l'activite exercee par ces societes soit la meme que celle prevue a la 13eme condition generale ci-
dessus et que le preneur adresse au bailleur une copie des statuts et du Kbis de ces societes;

  

2)      Qu'il s'agisse de societes du Groupe INTER PARFUMS, dont il detient au moins 30% du capital social; 

  

3)      Que le President, le Directeur General ou le gerant de ces societes soit un des administrateurs de la societe 
INTER PARFUMS, titulaire du present bail;

  

4)      Qu'au depart de la societe INTER PARFUMS, les locaux, objet du present bail, soient rendus libres de 
toute occupation, les lieux formant dans la commune intention des parties un tout indivisible.

En aucun cas, ces domiciliations ne devront ceer de lien de droit entre ces societes et le bailleur, qui n'aura a leur
egard aucune obligation directe.
  

  

  

  

5)      La societe INTER PARFUMS restera donc seule responsable vis a vis du bailleur de toute consequence 
prejudiciable a celui-ci. Elle garantit la stricte execution des conditions ci-dessus et s'oblige a faire prendre le
meme engagement ecrit a toute societe domiciliee qu'elle aura obligation de faire connaitre au bailleur.

  

  

  

   16 o   Enseignes - Plaques commerciales : aucune plaque, enseigne, store ou installation quelconque interessant
l'aspect exterieur ou l'aspect interieur de l'immeuble ne pourra etre placee sans avoir ete au prealable soumise a
l'agrement du bailleur qui sollicitera en tant que de besoin les autorisations prevues au reglement de l'immeuble ou
a tout autre reglement, cahier des charges ou statuts auquel lui-meme sera soumis, etant toutefois precise que le
preneur fera son affaire personnelle des autorisations administratives exigees et du reglement des taxes qui
pourraient etre exigees de ce fait.

  

Il ne pourra modifier ou faire modifier ladite facade, sans avoir au prealable soumis les plans au bailleur, et sans
que celui-ci ait autorise la transformation projetee, et ceci sous la surveillance de l'architecte du bailleur, dont les
honoraires de vacations seront a la charge du preneur.

  

  

  

17 o   Nantissement : Le preneur s'engage, s'il consentait des nantissements sur son fonds de commerce, a en
avertir le bailleur, et lui faire connaitre les noms et adresses des creanciers nantis dans les quinze jours de la
constitution desdits nantissements.

  

  

  

18 o   Clause de rigueur : Toutes les charges, clauses et conditions du present bail sont de rigueur.  Toute 
derogation du preneur sans autorisation expresse et par ecrit du bailleur n'aura d'effet qu'a titre de tolerance, et ne
pourra jamais etre consideree comme ayant fait novation, ni porter jamais atteinte aux presentes clauses et
conditions, dont le bailleur aura toujours le droit d'exiger la stricte execution.

  

  

  

19 o   T.V.A. - Enregistrement - Frais  : De payer le droit de bail, les frais de timbre, d'enregistrement, les 
honoraires afferents au present bail, aux revisions du loyer et aux renouvellements eventuels du present bail, et la
T.V.A. applicable.

  

       Le bailleur a opte pour le regime de l'assujettissement a la taxe sur la valeur ajoutee, dans le cadre prevu par 
le decret N o 67-1126 du 22 decembre 1967 completant la loi du 6 janvier 1966.  Le preneur devra payer au 
bailleur la T.V.A. au taux en vigueur en fonction du montant de son loyer en principal.

  

  

  

  

  

  

20 o   Election de domicile : Pour l'execution de presentes, le preneur fait election de domicile dans les lieux loues
et le bailleur au domicile du Gerant de l'immeuble.  Ces domiciles sont attributifs de juridiction et toutes 
significations et notifications y seront valablement faites.

  

  

  

  

Fait en trois exemplaires originaux

a Paris le ......

  

  

  

  

  

  

LE PRENEUR (1)                                                                                     LE BAILLEUR (1) 

  

(1) Faire preceder la signature de la mention manuscrite << lu et approuve >> et parapher chaque page. 

  

PJ : Plan des locaux 
       Bareme des honoraires au jour des presentes. 
Exhibit 10.106.1

                                        COMMERCIAL LEASE

  

  

              Subject to the Articles L 145.1 through L 145.60 of the New Commercial law
                                and to the decree of September 30, 1953

  

  

  

BY AND BETWEEN THE UNDERSIGNED

  

- Real Estate Company at 4/6 Rond-Point des Champs Elysees,

represented by: DAUCHEZ , Property Managers, Inc. with registered headquarters at 132 boulevard
Haussmann 75008 PARIS.

  

Bearer of Professional ID Card No. G 989, bonded by SOCAMAB, 18 rue Beaurepaire PARIS 10th, the
aforementioned company is represented by Madame Mabe LE CHATELIER.

  

                                                               hereinafter
                                                               "the
                                                               Lessor",

                                                               party
                                                               of
                                                               the
                                                               first
                                                               part,

  

AND

  

- INTER PARFUMS SA Company with capital of 12,816,594.00 Euros, enrolled in the Business Registry for
PARIS Companies under No. B 350 219 382 of which the registered office is located at 4/6 Rond Point des
Champs Elysees 75008 Paris,

  

and represented by Monsieur Philippe SANTI , duly authorized for the purposes herein in his capacity as
Administrative and Financial Director
  

                                                                     hereinafter
                                                                     "the
                                                                     Lessee",

                                                                     party
                                                                     of
                                                                     the
                                                                     second
                                                                     part,

  

  

  

  

                            WHICH HEREBY AGREE TO THE FOLLOWING

  

Beginning on April 1, 2004, the Lessor, gives to rent to the Lessee, who accepts, the locations indicated
hereafter belonging to a building located at   4-6 Rond Point des Champs Elysees - PARIS 8th .

  

  

                                                 DESIGNATION

  

Within a building located at 4-6 Rond Point des Champs Elysees -75008 PARIS

  

-         A COMMERCIAL locale with 

  

      On the ground floor, a boutique (shop) is located with a surface area of approximately 20 m 2 with
      direct entrance from Rond-Point des Champs Elysees, and a private staircase, a mezzanine on the
      right, which has a surface area of approximately 14 m 2 , and direct access to the first floor;

      On the first floor of the building, there is a large show room which opens onto Rond-Point des
      Champs Elysees, where offices and sanitary facilities are located,two entry ways are provided two
      double doors which give access to the principal staircase and two other secondary doors that
      access the back service stairways of the building; all having a surface area of 537 square meters
      approximately, as the aforementioned locales are shown in the annexed plans.

Therefore as far as the extra space which these places offer, it shall be understood, the aforementioned property
is leased as seen / "as is", with no exceptions nor reserve and without it being necessary to make of it here a fuller
designation, the Lessee does hereby state that all this is well known to him and of which he shall have a detailed
accounting drawn up, including all costs which shall be at the expense of the lessee, within one month following
the completion of any remodeling work on the buildings.
It is hereby specified that any error in designation above shall justify neither reduction nor increase in the rent, the
parties shall accept the Property as is and in its present condition.

  

                                              DURATION OF LEASE

  

This lease, which shall commence on April 1, 2004 , is authorized for the duration of three, six or nine years, and
shall expire on March 31, 2007, March 31, 2010, or March 31, 2013, which date shall be the sole choice and
responsibility to be undertaken by the Lessee and if the Lessee wishes to change the expiration from the first or
the second three year period, he must give six months notice.

Any leave must be accomplished though an extrajudicial act.

                                                         PRICE 

  

The present lease is authorized and accepted in return for an annual cash rent payment of THREE HUNDRED
AND FIFTEEN THOUSAND EUROS (315,000.00 Euros),

  

  

as well as the applicable VAT, that the Lessee commits to pay to the Lessor or his agent, in the residence of the
latter, quarterly, in other words, four ordinary times a year, the first day of each quarter, every three months, until
the expiration of tenancy, in advance .

  

The aforementioned rent will be automatically indexed on the first of April every year in accordance with the
fluctuation in index of costs to construct a building as is published by the National Institute of the Statistics and the
Economic Surveys (l'Institut National des Statistiques et des Etudes Economiques - INSEE) for the 3rd quarter
of each year.

  

The first index shall intervene for the first time on April 1, 2005 on the basis of the fluctuation between the index
of the 3rd quarter 2003 which is 1203, and that which will be published for the 3rd quarter of 2004, and in the
future on the basis of index of the 3rd quarter of each year.

  

In addition to the rental amount set above, the Lessee shall pay to the Lessor, at the same time as each rent is
paid, the amount due for the various services and supplies to which the owners have the right to recover from
their tenants, that is to say, his share of:

     l   municipal costs (sweeping, household garbage collection), maintenance costs, security salaries, ushers,
         door men, building employees ..., and additional charges;
     l   cold water charges;
     l   administrative expenditures;
     l   expenditures related to the elevator which serves the different floors;
     l   annual taxes on offices and trade in Ile de France as concerns rented locales, in the event that it is due, on
         the first of January each year. It is expressly agreed that this tax on offices shall be due from the Lessee
         beginning in 2004.
     l   Property and household garbage collection tax. It is expressly agreed that these taxes shall be due from the
         Lessee beginning in 2004 (prorata temporis).
     l   the tax on the removal of the industrial and commercial waste, in the event it is due.

  

The payment of these charges shall be paid on a quarterly basis in the amount of NINE HUNDRED AND
SIXTY FIFTEEN EUROS (975.00 Euros), the final amount being established at the end of the fiscal year.

  

However, the annual tax on offices and trade on Ile de France, property tax, tax on household garbage collection
and possibly the tax for the removal of the industrial and commercial waste, are not included in the provisions
covering ordinary charges and are required once a year.

  

The method of cost-sharing may be modified contractually, judicially, or legally.

  

Any delay in payment of the amounts due, as well the rent payment itself and the additional charges will cause a
late fee reminder to be issued.  The Lessee shall be wholly responsible for payment of these charges, to wit: for 
the first reminder: 10 Euros, for the second reminder: 20 Euros, in accordance with the tariffs currently in force on
the day of the signature of these presents.

  

The amount of 2.00 Euros shall be charged each month as a payment notice fee, in accordance with the tariffs
currently in force on the day of the signature of these presents.

  

  

  

                                                       DEPOSIT

  

  

Moreover, upon signing the present contract, the Lessee shall provide as deposit, the amount of SEVENTY-
EIGHT THOUSAND SEVEN HUNDRED AND FIFTY EUROS (78,750.00 Euros) which is equivalent to
three months of rent, excluding tax.

  

With each indexing or revision of rent, this deposit will be readjusted so that it always is equivalent to three
months of rent, excluding tax.

  

The aforementioned amount shall be reimbursed to the Lessee after relocation and handing-over of the keys, after
deductions are made for rent and tenant's repairs or all other amounts that may be due for payment by the Lessee
to the Lessor, or any other amounts for which the Lessee may be responsible. Interest of benefit to the Lessee,
shall not be earned upon this amount in any case whatsoever.

  
  

  

  

                                         DEDUCTIONS FROM RENT

  

The Lessor allows that the Lessee may deduct from the rent the amount (excluding VAT) of SEVENTY-
EIGHT THOUSAND SEVEN HUNDRED AND FIFTY EUROS (78,750.00 Euros), which is equivalent
to 3 months rent, so that it may be possible for the Lessee to remodel the offices from their present state, (as
indicated in the inventory), at the time the Lessee takes possession of the property.   

The Lessee expressly commits to provide the Lessor, at the time of signature of the lease, with a detailed and
itemized description of the work to be carried out and for which the deduction shall be made. This description
shall be annexed to the present lease.

 Moreover, the Lessee expressly commits to provide the Lessor with certified copies of the invoices for the work 
carried out, after the construction has concluded.

 Moreover, the Lessee expressly commits to execute the work that is the object of this deduction, in compliance 
with applicable regulations (and in particular shall provide owner construction insurance, plus a coordinator to
insure safety and protection of health) at his own expense and under direction of the Lessor's architect, whose
fees shall be the responsibility of the Lessee.  

 Lastly, the Lessee does hereby commit, as of the effective date of the lease, to release the Lessor from any 
responsibility related to the construction for which this deduction shall be taken.

  

  

                                            RESOLUTORY CLAUSE

  

It is expressly agreed that:

 1)    If any payment is in default within a single rent term, charges, taxes and services, in its agreed upon payment 
amount, such as in a case of infringement or non-fulfillment of one of the General or Special Conditions outlined in
the lease agreement, one month after notice is served and if the appropriate response does not take place,
despite all later offers to pay or execute, the present lease shall be automatically cancelled, in whatever way
appears satisfactory to the Lessor, with no need for any legal formality other than a simple ordinance of summary
procedure issued by the President of the Supreme Court pronouncing expulsion, the aforementioned ordinance
shall fulfill the purpose of assuring its enforcement, not to issue the cancellation which takes place automatically if
the Lessor deems it necessary.

2)    In the event that a cancellation takes place as outlined in the first paragraph of this Resolutory Clause, the 
amount paid to the Lessor as a deposit shall be appropriated by him to serve as compensation, without prejudice
to all expenses and damages incurred.

 3)    In the event of non-payment of any amount due at its term or of failure to comply with any of the General or
Special Conditions provided for in the lease and with the first service by a bailiff, in addition, the Lessee will
automatically be required to pay all other charges of recovery including the entire amount owed to the bailiff, a
penalty equal to 10% (ten percent) of the amount of the sum owed to cover all damages to the Lessor caused by
the delay in payment and the expenses, due diligence and fees incurred in the recovery efforts for this amount.  
This penalty is added to the legally incurred interest due once the order is issued.
                                             GENERAL CONDITIONS 

This lease is authorized and accepted under the ordinary burden of law, according to the use of the locales, and
moreover, in the following conditions the Lessee commits to carry out or support under penalty of cancellation,
with no right to claim any compensation or reduction in rent, neither any recourse against the Lessor nor against
his insurer.

 1.    Taking possession : The Lessee shall take possession of the locales rented in the state they are currently in,
and shall not require that the Lessor make any changes to its state nor any repairs whatsoever, the structural
work of the walls and floors shall be the only obligation borne by the Lessor.  

 2.    Doors - Coverage : Since no request may be made for other doors or locks than those currently existing,
the Lessee shall waive all recourse against the Lessor and against his insurer, in the event of robbery or burglary
in the leased locales.

        Effect the final removal of blinds or shutters, at the option of the Lessor, without compensation. 

        Objects, machines, etc., that are susceptible to water damage, must not be placed under the frames, 
window panes, windows or ceilings made of glazed reinforced concrete, if in existence, the Lessor denies any
responsibility in the event that damage occurs resulting from a force of nature in this way, since sealing is not
guaranteed to be waterproof.

3.    Inventory and maintenance : Maintain the locales rented, during the entire lease period, in good condition
through repairs made by the tenant, and to perform, consequently, and to carry out at his own expenses, all
electrical repairs, repairs of locks, iron work, chimneys, pluming, central heating, carpentry, painting, windows
and shutters, etc., in other words, all work necessary to keep the locales functional, as well as making all
replacements, be they total or partial.

Only the structural work of walls and floors (in the sense set forth by article 606 of the Civil Code) shall be the
responsibility of the Lessor.

        Return the locales rented at the end of the lease, in the same state, (as shown by the inventory drawn up at 
the time possession was taken of the locales) as at the beginning of the lease.

        At the expiration of the lease, another inventory shall be drawn up indicating the tenant's repairs, which may 
be owed by the Lessee.  The aforementioned Lessee shall settle the amount. 

 4.    Work Done by the Lessee - Embellishments - Improvements   Without the express and written consent of 
the Lessor, the Lessee shall not make any changes to the layout of the rented locales, in particular concerning the
apportionment of the different areas of the rented locales.

        The Lessee shall not make any change, installation, demolition, holes in walls, partitions, floors, nor sealing 
without the express and written consent of the Lessor.

       No work shall be performed, unless authorized by the Lessor, after which approval and under the direction 
of the Lessor's architect; the Lessee shall pay the fees.

        Leave to the end of the lease, if the Lessor is in agreement, without compensation, all changes and work 
thus accomplished.

        All decorations, embellishments, cabinets mounted on walls, gas, water, electrical connections, that the 
Lessee might install and, in general, all fixed installations and embellishments, shall also be left in place, unless the
Lessor prefers that the locales not be remodeled, (which shall be made at the expense of the Lessee and without
compensation), but in their original state.

        The floors should not be overloaded in the rented locales, without completing reinforcement by means of 
measures recommended by the Lessor's architect, under whose orders this work must be carried out, at the
expense of the Lessee.
        The cost of a possible modification to the rented locales must be covered as required by the administration, 
even if this requirement were unforeseeable and essential, as a consequence of an event of force majeure.

 5.    Work in the Building - Visiting the Locales - Pipelines : Put up with, without compensation, nor reduction in
rent, any work which the Lessor may consider necessary to perform in the rented locales, or in the building where
they are located, the duration of which would exceed forty days

        The Lessor reserves the right, without prejudice to the requirement in Article 1723 of the Civil Code, to 
make any modifications which he deems appropriate, to the exterior appearance as well as to the inside of the
building where the locales are to be found, excluding the other locales that are at present rented.  

Permit access to the rented locales, if need be, in order to perform cleaning of the doorways, court yards,
inspections of the elevator counterweights or other work necessary to maintain good functionality in the building
itself and in the operation of all machinery.

Put up with, without receiving any compensation, or reduction in rent, all work which the Lessor considers
necessary or that is forced to perform, such as any nearby construction or demolition, all blocked access, court
yards or days of inconvenience.

Allow that all necessary pipelines cross through their cellars.

File without delay, together with the cost, all formwork, decoration, installations or removal of same, to be
performed that may prove useful for research and repair in the event of leakages of any kind, or of cracks in
smoke or ventilation channels, especially after a fire or smoke damage from a fire, and in general for the
performance of the task.

If work proves to be necessary on all the piping, the Lessor reserves the right to replace buried pipes with visible
pipes.

In the event of work, construction, sale of the building in part or in full, the Lessor may modify the layout of the
cellars and proceed to exchange buildings.

Permit the Lessor, his architect and their representatives to enter the rented places whenever they consider it
useful; the latter shall make sure to notify the Lessee 24 hours in advance (except in the case of emergencies).

6.      Expropriation : No compensation nor reduction in rent may be required by the Lessee of the Lessor if,
throughout the duration of this lease, the building in which the currently rented locales are found, come to be
demolished in part or in full as a result of cutbacks, recession, or expropriation for use by the public sector, with
the exception of course, of the tenant's recourse against the parties to the expropriation.

7.      Furnishings : Make sure the locales rented are continually decorated with furniture, goods, and furnishings in
sufficient quantity and worth to answer for the payment of the rent and for payment of fees and other conditions
of the lease.

        The Lessee shall make sure that the rented locales maintain constant commercial activity, and shall not 
cease, under any pretext (except for being closed for normal activities such as paid leave), even temporarily, to
use the locales for the purpose indicated below.

        Any relocation before the scheduled time is prohibited the Lessee, who, in all the cases, shall only be 
permitted to vacate the locales rented after all obligations set forth in the present Contract have been fulfilled.

8.    Insurances : Loss of the leased property, recourse and insurance

8 -1 - Goods that are property of the Lessee

The Lessee shall insure and maintain insured for entire duration of the lease against fire hazards, explosion, water
damage, destruction, all furniture, furnishings, materials and in a general way, all of its property inside the locales,
including improvements, relinquishing any recourse against the Lessor for the possibility that the furniture,
furnishings, materials, improvements or other items might become damaged partially or completely.
The Lessee commits to require that his insurer make the same waiver of recourse against the Lessor.

8 - 2 - Vis-a-Vis Third Parties

The Lessee shall also ensure that third parties have no recourse, also relinquishing any recourse against the Lessor
in the event that goods belonging to a third party are partially or completely damaged or if they must temporarily 
or completely cease activity.

The Lessee commits to require that his insurer make this same waiver of recourse against the Lessor.

8 - 3 - Goods that are Property of the Lessor

The Lessor shall insure the building and all the elements of equipment or other fixtures and fittings against the
hazards of fire, explosion, water damage, partial or total destruction due to any cause that may be, for the amount
necessary to rebuild anew.

The Lessor, in the event of a disaster, shall waive all recourse against the Lessee, and commits to require that his
insurer make the same waiver of recourse against the Lessee.

The Lessee shall reimburse the Lessor for any additional premium required, due to activities performed, and
commits moreover to notify the Lessor of all fixtures and fittings he has installed, apart from pledging
responsibility with respect to the Lessor and in the event of a disaster, to make reparations for the damage
undergone by the Lessor in the event the guarantee is insufficient.

Since the premiums would be established as a guarantee for the totality of the building, with the exception of the
additional premium required due to the activities performed, the total cost of which shall be the responsibility of
the lessee, the quota due from the Lessee shall be as stated in Article 4.1.9, to wit

8 - 4 - Reciprocal Waivers

The parties commit to keep in mind the aforementioned waivers, to notify each other, within two months
beginning with the effective date of these presents, of their insurance policies, established according to their
respective obligations, and which must have:

 -      on the part of the Lessee, stipulations that he and his insurers shall waive, in the event of a disaster covered 
by the guarantees set forth in Articles 8-1 and 8-2, all recourse against the Lessor and his insurers,

 -      on the part of the Lessor, stipulations that he and his insurers shall waive, by the guarantees set forth in 
Articles 8-3, all recourse against the Lessee and his insurers,

These waivers of recourse shall be reciprocal, in such a way that subject to the waiver of recourse on behalf of
the Lessee and his insurers, the Lessor and his insurers waive, in the event of a disaster, any recourse that they
may have against the Lessee and his insurers and who, subject to the waiver of recourse on behalf of the Lessor
and his insurers, the Lessee and his insurers waive, in the case of disaster, any recourse that they might have
against the Lessor and his insurers.

9.      Contributions - Health: Fulfill all the requirements of the city and police force to which tenants are usually
held.

        Conform to all the regulations of the proper authority regarding hygiene and public health. 

        Pay all contributions and taxes precisely that may correspond to him personally.  Demonstrate, before 
relocation, to the Lessor or his agent that payment of taxes has been made, by providing the Tax Collector
receipt.

        Pay, throughout the duration of the lease, his share of all levies and taxes, be they State, Department or 
City, in whatever form they are created, whether perceived or not by the owner.
10.      Internal By-Laws : The Lessor shall not be held responsible for any interruptions which could occur in
water, gas, or electrical services or of any other public utility, or of any restrictions which could, possibly, be
imposed by the authorities on the various services with which the building is provided.

        Regularly maintain the interior water supply and drainage pipelines, as well as all electrical and gas pipelines, 
the Lessor must never have to be worried on this subject and the Lessee shall use these pipelines only at his own
risk and peril.

        The Lessee must, by taking possession of the locales, arrange to have work performed that may possibly be 
necessary for the proper electrical installation specifically for the rented locales, in conformity with the regulations
in force.

        Have the chimneys and flues cleaned in the rented locales, by a qualified chimney-sweep, whenever the
need arises.

        The Lessor does not guarantee their state and the Lessee shall use them only with his own risk and peril. He 
shall never be called upon to repair them.  No stove or radiator may be connected there. 

        Nothing must be thrown away, nor allowed to be thrown away, in the building's entry vestibule, in the 
corridors, on the staircases, and in a more general way, all common areas of the building that are formally
excluded from this lease.

        Flowers and other objects must not be placed in the windows or on the street or in the courtyard. 

        Conditions imposed by any organization formed between the owners or occupants of the building must be 
abided by, with the possible participation of the owners or occupants of the buildings close by.

        Rigorously observe the rules of usage as established in Paris regarding vicinity.  Avoid all noises, odors or 
other causes of embarrassment for the other occupants of the building or the close buildings.

        Take care that ventilation equipment such as range hoods, extractors, conduits, etc. meets the standards 
necessary for the activity authorized by this lease, and that this equipment is maintained in perfect operating
condition; so that the Lessor does in no case have to be worried by embarrassments caused in the neighborhood,
in the form of fumes, odors, machinery vibration, or other noises.

        Take care that personnel does not park in the areas common to the building, prohibit all manner of shouting 
or noises, in particular at the moment when they enter and leave the building, so that the peace of the building is
not disturbed by their presence.

        No messy or noisy animals shall be allowed. 

        Act as a substitute to the Lessor on all complaints which may be raised by a neighbor, the Lessor must 
never have to be worried on this subject.

        No public sale shall take place in the locales rented at any time, even after failure of the business or 
bankruptcy.

        Once the Lessee has received or given notice to vacate, during the last six months of the lease, the Lessor 
shall have the right to make and put up a sign, at the site of his choice, indicating that the locales are to be rented.  
The Lessee shall be open for business on all business days from 10 AM to noon and from 2:00 PM to 5:00 PM.  
It will be also thus in the event of a sale of the rented locales.

 11.      Heating : There is a private heating system installed in the rented locales.

        The Lessee must provide maintenance directly, without the Lessor having to ever intervene in any manner 
whatsoever, for the entire responsibility of the heating system, as well as for its total or partial replacement, so as
to leave, after vacating the premises, the aforementioned system in good operating condition.

11.  (a): Air-conditioning :
 If a private air-conditioning system is installed in the buildings, the Lessee must provide maintenance directly,
without the Lessor having to ever intervene in any manner whatsoever, for the entire responsibility of the air-
conditioning system within the locales, as well as for its total or partial replacement, so as to leave, after vacating
the premises, the aforementioned system in good operating condition.

12.     Elevators : The elevator shall only be used at the Lessee's own risk and peril, and shall be maintained by
the company in charge of maintenance in such a manner as to be in compliance with the regulations enacted for
this purpose.

        The weight limits of this device must be strictly adhered to. 

        Accept the possibility that other occupants of the building may use the device. 

        Its use is reserved for the tenants, the transport of all materials or objects by the elevator is prohibited and it 
must not be used by delivery men or couriers.

        The Lessor shall bear no responsibility for accidents which may occur because of the elevator, no matter 
what the causes are.

13.     Use and Purpose of Locales : The rented locales shall only be used for the purpose of PURCHASING,
SELLING, MANUFACTURING, IMPORTING and EXPORTING PERFUMES, COSMETICS,
FASHION ARTICLES, AND ACCESSORIES ;

 Being understood that the business activity of the company, INTER PARFUMS SA, shall never be limited to the 
exclusive trade of "FASHION ARTICLES AND ACCESSORIES" outlined above under accessories.

        The locales that are subject to these presents are leased exclusively for mercantile use. 

        The rented locales may not be used for any other purpose, with the understanding that the Lessor reserves 
the right to rent all other locales in the building for any mercantile or professional purposes that are similar to those
of the Lessee.

14.    Credit-Lease :     In the event that the Lessee has recourse to a credit-lease on his business or one of the
components thereof, the Lessee shall be obligated to warn the Lessor by registered letter with return receipt, by
the month preceding the signing of this credit-lease contract.  The Lessee shall also be obligated to report the 
date of expiration of the credit-lease contract.

        In the event the business is transferred, the Credit-Lessee shall be likewise obligated to the Credit-Lessor
so that the Lessor will never have to worry about the establishment with the Credit-Lessor of the credit-lease
contract.

        At the time of the business transfer, the Credit-Lessor must inform the owner that all the legal formalities and
obligations set forth in the Credit-Lease contract have been fulfilled by the Credit-Lessee assignee.

        In the event that a renewal of this lease is requested by the Credit-Lessor wishing to install a new operator,
the latter will be required to carry on an activity identical to that of the former Credit-Lessor.  In this case, the 
Credit-Lessor must send to the Lessor, at the same time as the request for renewal, all information concerning the
new operator (K-(a), statutes, banking references) and of his activity, which shall be subject to his express and
written approval.

 15.     Transfer - Contribution - Sub-Lease: It shall not be permitted to yield the right to the present lease unless
it is to the purchaser of the business, provided that such assignment is made in its entirety, and with the obligation
to remain as a guarantor and jointly and severally responsible towards the Lessor for all subsequent assignees,
both in respect of payments of rent and in regard to fulfilling the general conditions of the present lease.

        The legal instrument containing the transfer must made in authenticated form; the Lessor must and will be 
summoned and an overview of the aforesaid act must be delivered him at no charge within the month of the
signing; at said act of the instrument of transfer, the assignees shall of course be responsible to pay the rent to the
Lessor together with the fulfillment of all responsibilities and conditions of the present lease.
        No contribution or transfer may be made if the Lessee has any unpaid rent or charges due. 

        These stipulations will be applicable to all successive transfers. 

        The business may not be given to a management agent, nor shall any person be substituted, nor shall the 
rented locales be lent to any third parties, even temporarily.

        No sub-leasing or domiciling, in part or in totality, shall be allowed, without obtaining prior written
agreement from the Lessor.

15. (a) However , the Lessee is authorized at the present time to domicile within the rented locales of the
companies of the INTER PARFUMS Group, with the provisos of observing the following five infrangible
conditions:

       1)      That the activity carried on by these companies be the same as that set forth in the 13th 
       General Condition above and that the Lessee sends to the Lessor a copy of the statutes and of the
       K-(a) of these companies;

        2)      That they be companies of the INTER PARFUMS Group, of which at least 30% of the 
       capital stock is in holdings;

        3)      That the President, the Director General or the manager of these companies be one of the 
       administrators of the INTER PARFUMS company, bearer of the present lease;

        4)      That the INTER PARFUMS company, upon vacating the premises that are the subject of 
       this lease, make sure that they are made free of any occupation; the locals form an indivisible whole
       through the common intention of its parts.

       Under no circumstances, may these domiciliations transfer the commitment of rights that exists
       between these companies and the Lessor, who shall have no direct obligation in regards to them.

        5)      The company INTER PARFUMS will therefore continue to be solely responsible with 
       respect to the Lessor for any prejudicial consequence. It shall guarantee strict fulfillment of the
       conditions above and commits to pledge same in writing for any domiciled company, which it will
       have the obligation to make known to the Lessor.

16.     Signs - Commercial Name Plaques: No plate, sign, shade/awning or any attractive installation to the
exterior or interior appearance of the building may not be used without first being subject to the approval of the
Lessor who will necessarily request the authorizations as set forth in Building Regulations or any other Regulation,
schedule of conditions, or statutes to which it will be subject, however with the stipulation that the Lessee shall
personally arrange for all administrative authorizations required and shall be responsible for payment of the taxes
which may be required.

 The aforementioned facade shall not be changed or ordered to be changed, without having submitted the plans 
to the Lessor beforehand, and without the Lessor's authorization for the projected changes, which shall be carried
out under the supervision of the Lessor's architect, whose session fees shall be the responsibility of the Lessee.

17.      Collateral Security : The Lessee hereby commits, if he consents to using his business as collateral security,
to inform the Lessor, and make known to him all names and addresses of the secured creditors within fifteen days
of establishing the aforesaid collateral.

18.     Binding Clause : All the responsibilities, clauses and conditions of this lease are obligatory.  Any deviation 
of the Lessee without express and written authorization from the Lessor will have effect only through tolerance,
and could never be regarded as having made novation, nor to be adherent to the present clauses and conditions,
to which the Lessor shall always have the right to require strict fulfillment.

19.     VAT - Registration - Expenses : Payment of the lease fee, stamp charges, registration fees, charges related
to the present lease, revisions to the rent amount and possible renewals of this lease, plus the applicable VAT.
        The Lessor has opted for the regime subject to the value-added tax, within the framework set forth by
decree No. 67-1126 of December 22, 1967, supplementing the law of January 6, 1966.  The Lessee shall be 
required to pay to the Lessor the VAT at the rate in force on the principal amount of the rent.

20.     Selection of Domicile : For the execution of these presents, the Lessee selects his domicile as the locales
rented and the Lessor the domicile of the Property Manager.  These domiciles are attributive of jurisdiction and 
all announcements and notifications shall validly be made there.

  

Created in three original copies

Executed in Paris on _____________

  

                THE LESSEE (1)                                                                   THE LESSOR (1) 

  

(1) Please attach signature next to the handwritten reference, "read and approved" and initial each page.

Attachments: Blue-prints of the locales
       Scale of the fees on the day of these presents. 
Exhibit 10.107

                                             BAIL COMMERCIAL

                 Soumis aux Articles L 145.1 a L 145.60 du Nouveau Code de Commerce
                                   et au decret du 30 Septembre 1953

ENTRE LES SOUSSIGNES

- Societe Civile Immobiliere du 4/6 Rond-Point des Champs Elysees ,

representee par : DAUCHEZ, Administrateurs de Biens , Societe Anonyme ayant son siege social 132
boulevard Haussmann 75008 PARIS.

Titulaire de la carte professionnelle n o G 989, garantie par la SOCAMAB, 18 rue Beaurepaire PARIS 10eme,
ladite societe representee par Madame Mabe LE CHATELIER .

                                                                         ci-apres denommee << le Bailleur >>,
                                                                                                  d'une part,

ET

- Societe INTER PARFUMS S.A . au capital de 12 816 594,00 euros, immatriculee au Registre du
Commerce et des Societes de PARIS sous le n o B 350 219 382 dont le siege social est situe 4/6, Rond-Point
des Champs Elysees 75008 PARIS,

et representee aux fins des presentes par Monsieur Philippe SANTI , en qualite de Directeur Administratif et
Financier, dument habilite,

                                                                          ci-apres denommee << le Preneur >>
                                                                                                 d'autre part,

                                  PREALABLEMENT, IL A ETE EXPOSE

- Que la societe INTER PARFUMS SA est locataire de plusieurs locaux dans l'immeuble sis 4-6 Rond-Point
des Champs Elysees, et en particulier en vertu d'un acte ssp en date du 3 mai 2001, cette societe loue depuis le
15 mai 2001, un appartement sis au 5 eme etage gauche, deux caves N o 1 et 5, et une chambre de service N o
20 ;

- Que par un avenant N o 1 au bail du 3 mai 2001, la consistance des locaux objet de ce bail,a ete modifiee :a
compter du 1 er juillet 2001, les locaux loues comportant desormais, l'appartement situe au 5 eme etage gauche,
une cave N o 1 et une grande cave double situee au premier sous-sol de l'immeuble ;

- Qu'aux termes de ce bail les locaux loues << sont destines a l'usage exclusif d'habitation pour y loger certains
membres du personnel de la societe INTER PARFUMS SA, de ses filiales ou de sa maison mere >> ;

- Que compte tenu de l'evolution des besoins de la societe preneuse, la destination des locaux a ete
progressivement modifiee par celle-ci ;

- Que le bailleur, compte tenu de cette situation et de son souhait de voir lesdits locaux affectes a un usage
commercial, a engage devant les administrations competentes, une procedure visant a la modification de
l'affectation de ces locaux ;

- Que par une decision N o 03-458, la Prefecture de Paris a donne son accord pour la derogation aux fins
d'affecter a un usage commercial les locaux sis au 5 eme etage gauche de l'immeuble ;
- Qu'il convient, en consequence, de modifier la nature du bail dont la societe INTER PARFUMS SA beneficie
pour ces locaux

                                  IL A DONC ETE CONVENU CE QUI SUIT

A compter du 1 er avril 2004, les deux parties conviennent d'un commun accord,

- Que le bail de 6 ans a usage d'habitation regularise le 3 mai 2001 entre la SCI du 4-6 Rond Point des Champs
Elysees et la societe INTER PARFUMS SA est resilie de fait,

- Et que le present bail commercial regle desormais la location des locaux situe au 5 eme etage gauche, de
l'immeuble sis au 4-6 Rond-Point des Champs Elysees-75008 PARIS.

                                                  DESIGNATION

Dans un immeuble sis a 4-6 Rond Point des Champs Elysees-75008 PARIS

- Un local commercial a usage de BUREAUX COMMERCIAUX situe au 5 eme etage gauche , d'une
superficie de 155 metres carres environ, tels que lesdits lieux figurent aux plans ci-annexes.

- Une cave n o 1 ;

- Et une grande cave double situee au premier sous-sol de l'immeuble ;

Ainsi au surplus que les lieux s'etendent, se poursuivent et comportent, avec toutes leurs dependances, sans
aucune exception ni reserve et sans qu'il soit besoin d'en faire ici une plus ample designation, le preneur declarant
les bien connaitre pour les occuper depuis le 15 mai 2001, et dont il sera d'ailleurs fait un etat detaille et
contradictoire dresse, aux frais du preneur, dans les deux mois qui suivront la signature du present bail.

Il est precise que toute erreur dans la designation ci-dessus ne peut justifier ni reduction ni augmentation du loyer,
les parties se referant a la consistance des locaux tels qu'ils se comportent.

Le bailleur se reserve la possibilite de reprendre les caves faisant partie de la presente location pour les remplacer
par d'autres equivalentes et en bon etat dans l'immeuble.

                                                       DUREE

Le present bail, qui commencera a courir le 1 er avril 2004, est consenti pour une duree de trois, six ou neuf ans,
qui expireront les 31 mars 2007, 31 mars 2010 ou 31 mars 2013, au choix du preneur seul a charge par lui s'il
desire donner conge pour l'expiration de la premiere ou de la deuxieme periode triennale de respecter un preavis
de six mois.

Tout conge devra etre signifie par acte extrajudiciaire.

                                                        PRIX

La presente location est consentie et acceptee moyennant un loyer annuel en principal de
SOIXANTE QUINZE MILLE CENT SOIXANTE QUINZE EUROS (75 175,00 euros),

ainsi que la T.V.A., applicable, que le preneur s'oblige a payer au bailleur ou a son mandataire, au domicile de
celui-ci, par quart, aux quatre termes ordinaires de l'annee, le premier jour de chaque trimestre, de trois mois en
trois mois, jusqu'a l'expiration de la location, a terme d'avance .

Ledit loyer sera automatiquement indexe le premier avril de chaque annee en fonction de la variation de
l'indice du cout de la construction d'un immeuble tel qu'il sera publie par l'Institut National des Statistiques et des
Etudes Economiques (INSEE) pour le 3 eme trimestre de chaque annee.

La premiere indexation interviendra pour la premiere fois le premier avril 2005 sur la base de la variation entre
l'indice du 3 eme trimestre 2003 qui est de 1203, et celui qu'il publiera pour le 3 eme trimestre 2004, et dans le
futur sur la base des indices du 3 eme trimestre de chaque annee.

En sus du loyer ci-dessus fixe, le preneur remboursera au bailleur, en meme temps que chaque terme de loyer, les
differentes prestations et fournitures que les proprietaires sont en droit de recuperer sur les locataires, soit sa
part :

* des depenses municipales (balayage, enlevement des ordures menageres) des depenses d'entretien, des
appointements des gardiens, huissier, agents d'accueil, employes d'immeuble.., et charges accessoires ;

*
    des depenses d'eau froide ;


* des depenses de fonctionnement ;


*
    des depenses concernant l'ascenseur qui dessert les etages ;


* de la taxe annuelle sur les bureaux et les commerces en Ile de France concernant les lieux loues, si elle est due,
au premier janvier de chaque annee. Il est expressement convenu que cette taxe sur les bureaux est due par le
preneur a partir de l'annee 2004.

*
    De la taxe fonciere et de la taxe d'enlevement des ordures menageres. Il est expressement convenu que ces
taxes sont dues par le preneur a partir de l'annee 2004 (prorata temporis).

* de la taxe d'enlevement des dechets industriels et commerciaux, si elle est due.

Il sera demande pour le remboursement de ces charges une provision trimestrielle de MILLE DEUX CENTS
EUROS ( 1 200,00 Euros ) , le compte definitif etant etabli en fin d'exercice.

Toutefois, la taxe annuelle sur les Bureaux et commerces en Ile de France, la taxe foncieres, la taxe d'enlevement
des ordures menageres et eventuellement celle d'enlevement des dechets industriels et commerciaux, ne sont pas
incluses dans les provisions sur charges ordinaires et sont appelees une fois par an.

Les pourcentages de repartition des charges pourront etre modifies par voie contractuelle, judiciaire, ou legale.

Tout retard dans le reglement des sommes dues, tant au titre du loyer qu'au titre des charges et accessoires,
donnera lieu a des relances dont les frais incomberont au preneur, a savoir : pour la premiere relance : 10 euros,
pour la deuxieme relance : 20 euros, suivant les tarifs en vigueur au jour de la signature des presentes.

Une somme de 2,00 euros sera demandee chaque mois pour frais d'etablissement d'avis d'echeance, suivant les
tarifs en vigueur au jour de la signature des presentes.

                                             DEPOT DE GARANTIE

Le preneur versera en outre a la signature des presentes, a titre de depot de garantie complementaire la somme
de DIX MILLE CENT CINQUANTE TROIS EUROS ET QUATRE-VINGT DIX SEPT CENTIMES, qui
ajoutee a celle deja versee lors de la signature du bail a usage d'habitation de HUIT MILLE SIX CENT
TRENTE HUIT EUROS ET SOIXANTE DIX HUIT CENTIMES, constituera une somme totale de DIX
HUIT MILLE SEPT CENT QUATRE VINGT TREIZE EUROS ET SOIXANTE QUINZE
CENTIMES ( 18 793,75 Euros) representant trois mois de loyers H.T.

A chaque indexation ou revision de loyer, ce depot de garantie sera reajuste de telle sorte qu'il corresponde
toujours a trois mois de loyers H.T.

Ladite somme sera remboursee au preneur apres demenagement et remise des cles, deduction faite des loyers et
reparations locatives ou toutes autres sommes pouvant etre dues par le preneur au bailleur, ou dont celui-ci
pourrait etre rendu responsable pour le preneur. Cette somme ne sera en aucun cas productive d'interets au profit
du preneur.
                                            CLAUSE RESOLUTOIRE

Il est expressement convenu que :

1) A defaut de paiement d'un seul terme de loyer en principal, charges, taxes et prestations, a son echeance
convenue, comme au cas d'infraction ou d'inexecution d'une des conditions generales ou particulieres prevues au
bail, un mois apres un simple commandement demeure infructueux, malgre toutes offres ulterieures de payer ou
d'executer, la presente location sera resiliee de plein droit, si bon semble au bailleur, sans qu'il soit besoin
d'aucune formalite judiciaire autre qu'une simple ordonnance de refere rendue par M. le President du Tribunal de
Grande Instance prononcant l'expulsion, ladite ordonnance ayant pour objet, non de prononcer la resiliation qui a
lieu de plein droit si bon semble au bailleur, mais d'en assurer l'execution.

2) Au cas de resiliation prevue au paragraphe premier de la presente clause resolutoire, les sommes versees au
bailleur a titre de depot de garantie lui seront acquises a titre d'indemnite, sans prejudice de tous depens et de
tous dommages et interets.

3) En cas de non-paiement de toute somme due a son echeance ou d'inexecution d'une des conditions generales
ou particulieres prevues au bail et des le premier acte d'huissier, le preneur devra de plein droit payer en sus,
outre les frais de recouvrement y compris la totalite du droit proportionnel du a l'huissier de justice, une penalite
egale a 10% (dix pour cent) du montant de la somme due pour couvrir le bailleur tant des dommages pouvant
resulter du retard dans le paiement que des frais, diligences et honoraires exposes pour le recouvrement de cette
somme. Cette penalite s'ajoute a l'interet legal du a compter du commandement.

                                          CONDITIONS GENERALES

Le present bail est consenti et accepte sous les charges ordinaires de droit, suivant l'usage des lieux, et en outre
aux conditions suivantes que le preneur s'oblige a executer ou supporter a peine de resiliation, sans pouvoir
pretendre a aucune indemnite ni diminution de loyer, ni sans aucun recours contre le bailleur ni contre son
assureur.

1 o Prise de possession : De prendre les lieux loues dans l'etat ou ils se trouvent actuellement sans pouvoir exiger
du bailleur aucune mise en etat ni aucune reparation quelconque, le gros oeuvre des murs et planchers etant seul a
la charge du bailleur.

2 o Fermeture - Couverture : De ne pouvoir reclamer d'autres fermetures ni serrures que celles existant
actuellement, le preneur declarant renoncer a tous recours contre le bailleur ou contre son assureur, au cas de vol
ou d'effraction dans les lieux loues.

De supporter la depose definitive de persiennes ou volets, au gre du bailleur, sans indemnite.

De ne pouvoir placer sous les chassis, vitres, verrieres ou plafonds en beton translucide s'il en existe, des objets,
machines, etc. pouvant etre endommages par des fuites d'eau, le bailleur declinant toute responsabilite au cas de
degats pouvant en resulter a raison de la nature meme de ce mode de couverture dont l'etancheite n'est par
garantie.

3 o E tat des lieux et entretien : D'entretenir les lieux loues, pendant toute la duree du bail, en bon etat de
reparations locatives, et de faire, en consequence, executer a ses frais toutes reparations d'electricite, de
robinetterie, serrurerie, fumisterie, plomberie, chauffage central, menuiserie, peinture, fenetres et volets, etc., en
un mot tous travaux qu'il serait necessaire de faire effectuer dans les lieux, meme le remplacement total ou partiel.

Seul le gros oeuvre des murs et planchers (au sens de l'article 606 du Code Civil) restera a la charge du bailleur.

De rendre a la fin de la location les lieux loues dans le meme etat que celui dans lequel l'etat des lieux dresse lors
de la prise de possession montrera qu'ils se trouvaient au debut de la location.

A l'expiration de la location, il sera dresse un autre etat des lieux indiquant les reparations locatives pouvant etre
dues par le preneur. Ledit preneur devra en regler le montant.
4 o Travaux par le preneur - Embellissements - Ameliorations : De ne pouvoir, sans le consentement expres et
par ecrit du bailleur, rien changer dans la distribution des lieux loues, notamment en ce qui concerne l'affectation
donnee aux differentes parties des lieux loues.

De ne pouvoir faire aucun changement, installation, demolition, percement de murs, cloisons, planchers, ni
scellement sans le consentement expres et par ecrit du bailleur.

De ne pouvoir faire executer ces travaux, s'ils etaient autorises par le bailleur, qu'apres l'approbation et sous la
direction de l'architecte du bailleur, dont le preneur paierait les honoraires.

De laisser a la fin de la location si bon semble au bailleur, sans indemnite, les changements et travaux ainsi
executes.

De laisser egalement tous decors, embellissements, armoires fixees aux murs, conduites de gaz, d'eau et
d'electricite, que le preneur pourrait faire installer et, en general, toutes installations et tous embellissements
devenant immeubles par destination, a moins que le bailleur ne prefere que les lieux soient retablis, aux frais du
preneur et sans indemnite, dans leur etat primitif.

De ne pouvoir surcharger les planchers des lieux loues, sans en avoir au prealable complete la solidite au moyen
de mesures que preconiserait l'architecte du bailleur, sous les ordres duquel les travaux devraient d'ailleurs etre
executes, aux frais du preneur.

De supporter les frais d'une modification eventuelle des lieux loues qui pourrait etre exigee par une quelconque
administration, meme si cette exigence etait imprevisible et constitutive, par suite d'un fait de force majeure.

5 o Travaux dans l'immeuble - Visite des Lieux - Canalisations : De souffrir, sans aucune indemnite, ni diminution
de loyer, les travaux que le bailleur jugerait necessaire de faire executer dans les lieux loues, ou dans l'immeuble
dont ils dependent, leur duree excederait-elle quarante jours.

Le bailleur se reserve la faculte, au besoin par derogation a l'Article 1723 du Code civil, d'apporter toutes les
modifications qu'il jugera a propos, tant a l'aspect exterieur qu'a l'interieur de l'immeuble dont dependent les
locaux loues, a l'exclusion des lieux presentement loues.

De laisser passer par les lieux loues, si besoin etait, pour proceder au nettoyage des cours, courettes, visites des
contrepoids d'ascenseur ou autres travaux necessaires a la bonne tenue de l'immeuble ou au fonctionnement de
tous appareils.

De supporter, sans aucune indemnite, ni diminution de loyer, tous les travaux que le bailleur estimerait devoir
subir ou serait force de subir, ainsi que toutes constructions ou demolitions voisines, tous bouchements de cours,
courettes ou jours de souffrance.

De laisser traverser ses caves par toutes canalisations necessaires.

De deposer a ses frais et sans delai tous coffrages et decoration ainsi que toutes installations qu'il aurait faites et
dont l'enlevement serait utile pour la recherche et la reparation des fuites de toute nature, de fissures dans les
conduits de fumee et de ventilation, notamment apres incendie ou infiltrations, et en general pour l'execution de
travaux.

Au cas ou des travaux s'avereraient necessaires sur toutes canalisations, le bailleur se reserve la possibilite de
remplacer les canalisations encastrees par des canalisations apparentes.

En cas de travaux, constructions, vente de l'immeuble par parties ou en totalite, le bailleur pourra modifier la
repartition des caves et proceder a un echange de locaux.

De laisser le bailleur, son architecte et leurs representants penetrer dans les lieux loues chaque fois qu'ils le
jugeront utile; ces derniers veillant a prevenir le preneur 24 heures a l'avance (sauf urgence).

6 o Expropriation : De ne pouvoir exiger du bailleur aucune indemnite ni diminution de loyer si, pendant la duree
du present bail, l'immeuble dont dependent les lieux presentement loues venait etre demoli en totalite ou en partie
par suite de retranchement, reculement ou expropriation pour cause d'utilite publique, sauf bien entendu le
recours du locataire contre les parties expropriantes.

7 o Garnissement : De tenir les lieux loues constamment garnis de meubles, marchandise, objets mobiliers en
quantite et de valeur suffisante pour repondre du paiement des loyers et de l'execution des charges et conditions
du bail.

De maintenir dans les lieux loues une activite commerciale constante, sans pouvoir sous aucun pretexte, sauf la
fermeture normale pour conges payes cesser, meme momentanement, de les employer a la destination ci-dessous
indiquee.

Tout demenagement partiel anticipe est interdit au preneur qui, dans tous les cas, ne pourra quitter les lieux loues
qu'apres l'entiere execution des obligations prevues au present acte.

8 o Assurances : Perte de la chose louee, recours et assurances

8 -1 - biens propriete du preneur

Le preneur assurera et maintiendra assures pendant toute la duree du bail contre les risques d'incendie,
d'explosion, degats des eaux, destruction, les meubles, objets mobiliers, materiels et de maniere generale tout ce
qui est sa propriete a l'interieur des locaux, y inclus les agencements, renoncant a tout recours a l'encontre du
bailleur dans l'hypothese ou les meubles, objets mobiliers, materiels, agencements ou autres seraient endommages
partiellement ou totalement.

Le preneur s'engage a imposer a son assureur la meme renonciation a recours a l'encontre de son bailleur.

8 - 2 - vis-a-vis des tiers

Le preneur devra egalement s'assurer contre le recours de tous tiers, renoncant egalement a tout recours contre le
bailleur si par le fait d'un tiers les biens qui sont sa propriete sont partiellement ou totalement endommages ou
encore s'il doit interrompre momentanement ou totalement son activite.

Le preneur s'engage a imposer cette meme renonciation a recours a son assureur.

8 - 3 - biens propriete bailleur

Le bailleur assurera l'immeuble et tous les elements d'equipement ou autres devenus immeuble par destination
contre les risques d'incendie, d'explosion, degat des eaux, destruction partielle ou totale pour quelque cause que
ce soit et ce, en valeur reconstruction a neuf.

Le bailleur, dans l'hypothese d'un sinistre, renonce a tous recours a l'egard du preneur, il s'engage a imposer a
son assureur la meme renonciation a l'encontre du preneur.

Le preneur remboursera au bailleur toute surprime nee des activites exercees, s'obligeant en outre a communiquer
tous les elements permettant de connaitre les biens devenus immeuble par destination, sauf a engager sa
responsabilite vis-a-vis du bailleur et dans l'hypothese d'un sinistre a reparer le prejudice subi par le bailleur en
cas d'insuffisance de garantie.

Des lors que les primes seraient etablies pour une garantie concernant la totalite de l'immeuble, a l'exception de la
surprime nee des activites exercees dont la totalite demeure en toute hypothese a la charge du preneur, la quote-
part due par le preneur serait celle rappelee a l'article 4.1.9, savoir

8 - 4 - renonciations reciproques

Les parties s'obligent compte tenu des renonciations ci-dessus rappelees, a se notifier dans le delai de deux mois
et a compter de la prise d'effet des presentes leurs polices d'assurances, lesquelles etablies en fonction de leurs
obligations respectives devront :

- pour le preneur, stipuler que lui-meme et ses assureurs renoncent, en cas de sinistre couvert par les garanties
prevues aux articles 8-1 et 8-2, a tout recours contre le bailleur et ses assureurs,

- pour le bailleur, stipuler que lui-meme et ses assureurs, pour les garanties prevues a l'article 8-3 renoncent a
tout recours contre le preneur et ses assureurs.

Ces renonciations a recours seront reciproques de telle sorte que sous reserve de la renonciation a recours de la
part du preneur et de ses assureurs, le bailleur et ses assureurs renoncent pour les memes sinistres, a tout recours
qu'ils seraient fondes a exercer contre le preneur et ses assureurs et que sous reserve de la renonciation a recours
de la part du bailleur et de ses assureurs, le preneur et ses assureurs renoncent pour les memes sinistres a tout
recours qu'ils seraient fondes a exercer contre le bailleur et ses assureurs.

9 o Contributions - Salubrite : De satisfaire a toutes les charges de ville et de police dont les locataires sont
ordinairement tenus.

De se conformer a toutes les prescriptions de l'autorite competente pour cause d'hygiene et de salubrite publique.

D'acquitter exactement toutes contributions et taxes pouvant lui incomber personnellement. De justifier, avant son
demenagement, au bailleur ou a son mandataire du reglement de ses contributions par le recu du Percepteur.

De supporter, pendant la duree de la location, sa part de tous impots et taxes d'Etat, de departement ou de ville,
sous quelque forme qu'ils soient crees, percus ou non sur le proprietaire.

10 o Reglement interieur : De ne pouvoir rendre le bailleur responsable des interruptions qui pourraient se
produire dans les services d'eau, gaz, electricite ou tout autre service public, ou des restrictions qui pourraient,
eventuellement, etre imposees par les pouvoirs publics aux divers services de l'immeuble.

D'entretenir normalement les canalisations interieures d'alimentation ou d'ecoulement d'eau, ainsi que toutes
canalisations de gaz et d'electricite, le bailleur ne devant jamais etre inquiete a ce sujet et le preneur n'utilisant ces
canalisations qu'a ses risques et perils.

Le preneur devra en prenant possession des lieux, faire executer les travaux eventuellement necessaires pour
mettre l'installation electrique propre aux lieux loues, en conformite aux reglements en vigueur.

De faire ramoner a ses frais, par un fumiste qualifie, autant que besoin sera, les cheminees et conduits de fumee
dependant des lieux loues.

Le bailleur ne garantit pas leur etat et le preneur ne pourra les utiliser qu'a ses risques et perils. Il ne pourra jamais
demander leur remise en etat. Il ne pourra y brancher aucun poele ou radiateur.

De ne rien deposer, ni laisser deposer, dans le vestibule de l'entree de l'immeuble, les couloirs, escaliers, et d'une
facon plus generale, toutes parties communes de l'immeuble qui sont formellement exclues de la presente location.

De ne pouvoir placer ni des fleurs, ni des objets quelconques aux fenetres aussi bien sur rue que sur cour.

De respecter les conditions imposees par tout organisme cree entre proprietaires ou occupants de l'immeuble,
eventuellement avec la participation des proprietaires ou occupants des immeubles voisins.

D'observer rigoureusement les usages etablis a Paris en matiere de voisinage. D'eviter a ce sujet tous bruits,
odeurs ou autres causes de gene pour les autres occupants de l'immeuble ou des immeubles voisins.

De veiller a ce que les equipements de ventilation tels que hottes aspirantes, extracteurs, conduits, etc. repondent
aux normes requis pour l'activite autorisee par le present bail, et que ces equipements soient maintenus en parfait
etat de fonctionnement ; de telle sorte que le bailleur ne soit en aucun cas inquiete par des genes occasionnes au
voisinage, sous forme de fumees, odeurs, trepidations de machinerie, ou autres bruits.

De veiller a ce que son personnel ne stationne pas dans les parties communes de l'immeuble, de lui interdire tous
cris ou bruits quelconques, notamment au moment des entrees et sorties, de telle sorte que la tranquillite de
l'immeuble ne soit pas troublee par leur presence.
De ne pouvoir avoir aucun animal malpropre ou bruyant.

De se substituer au bailleur sur toutes reclamations qui pourraient etre elevees par un voisin, le bailleur ne devant
jamais etre inquiete a ce sujet.

De ne faire en aucun cas de vente publique dans les lieux loues, meme apres faillite ou liquidation judiciaire.

Lorsque le preneur aura recu ou donne conge, et dans les six derniers mois de la location, le bailleur pourra faire
mettre un ecriteau, a l'emplacement de son choix, indiquant que les lieux sont a louer. Le preneur devra laisser
visiter tous les jours ouvrables de 10 heures a midi et de 14 heures a 17 heures. Il en sera egalement ainsi en cas
de mise en vente des lieux loues.

11 o Chauffage : Il existe dans les lieux loues une installation de chauffage privative.

Le preneur devra supporter directement, sans que le bailleur n'ait jamais a intervenir de quelque maniere que ce
soit, la charge entiere de l'installation de chauffage, de son remplacement total ou partiel, de maniere a laisser, a
son depart, lesdites installations en bon etat de fonctionnement.

11 o bis : Climatisation :

Dans le cas ou une installation de climatisation privative serait mise en place dans ses locaux; le preneur devra
supporter directement, sans que le bailleur n'ait jamais a intervenir de quelque maniere que ce soit, la charge
entiere de l'installation dans ses locaux de cet equipement de climatisation, de son entretien, de son remplacement
total ou partiel; de maniere a laisser, a son depart, ladite installation en bon etat de fonctionnement

12 o Ascenseurs : De ne pouvoir utiliser l'ascenseur qu'a ses risques et perils, et en se conformant aux
prescriptions edictees a cet effet par l'entreprise chargee de l'entretien.

De respecter la charge utile de cet appareil.

De respecter la possibilite d'usage de l'appareil par les autres occupants de l'immeuble.

L'usage en est reserve aux locataires,: il est interdit pour le transport de tous materiaux ou objets et ne doit pas
etre utilise par les livreurs ou coursiers.

Le bailleur decline toute responsabilite pour les accidents qui pourraient survenir du fait de l'ascenseur et quelles
qu'en soient les causes.

13 o Destination des lieux : De ne pouvoir exercer dans les lieux loues que l'activite d' ACHAT, VENTE,
FABRICATION, IMPORTATION et EXPORTATION DE PARFUMS, COSMETIQUES,
ARTICLES DE MODE ET ACCESSOIRES ;

Etant entendu que le commerce de la societe INTER PARFUMS SA ne devra jamais etre limite au commerce
exclusif des articles <<ARTICLES DE MODE ET ACCESSOIRES >> ci-dessus enumeres a titre
d'accessoires.

Les lieux objets des presentes sont loues a usage exclusif de bureaux commerciaux , a l'exclusion notamment de
toute vente, exposition, etc.

Ils ne pourront etre utilises que pendant les jours et heures ouvrables legaux, sauf a de rares exceptions, a des fins
de Direction exclusivement.

Les lieux loues ne pourront servir a aucun autre usage, etant entendu que le bailleur se reserve le droit de louer
tous autres locaux de l'immeuble pour tous commerces ou professions semblables ou similaires a celui du
preneur.

14 o Credit-Bail : Dans le cas ou le preneur aurait recours a un credit-bail sur son fonds de commerce ou sur un
des elements de celui-ci, il a l'obligation d'en prevenir le bailleur par lettre recommandee avec accuse de
reception dans le mois qui precede la signature du contrat de credit-bail. De meme, il aura l'obligation de le
prevenir de la date d'expiration du contrat de credit-bail.

En cas de cession du fonds de commerce, le credit-preneur aura la meme obligation vis-a-vis du credit bailleur
afin que le bailleur ne soit jamais inquiete par l'etablissement credit-bailleur aupres duquel le contrat de credit-bail
aura ete souscrit.

Au moment de la cession du fonds de commerce, le credit-bailleur doit informer le proprietaire que toutes les
formalites et obligations prevues au contrat de credit-bail ont ete remplies par le credit-preneur cessionnaire.

Au cas de demande de renouvellement du present bail par le credit-bailleur desirant installer un nouvel exploitant,
ce dernier devra exercer une activite identique a celle de l'ancien credit-preneur. Le credit-bailleur devra en ce
cas adresser au bailleur, en meme temps que la demande de renouvellement, toutes informations concernant le
nouvel exploitant (K-bis, statuts, references bancaires) et son activite pour etre soumis a son agrement expres et
par ecrit.

15 o Cession - Apport - Sous-location : De ne pouvoir ceder son droit au present bail si ce n'est a l'acquereur de
son fonds de commerce, pourvu que ce soit en totalite, et a charge de rester garant et repondant solidaire envers
le bailleur de tous cessionnaires successifs ; tant pour raison du paiement des loyers que pour l'execution des
conditions generales du present bail.

L'acte contenant la cession devra etre fait sous la forme authentique ; le bailleur devra y etre appele et une grosse
dudit acte devra lui etre remise gratuitement dans le mois de la signature ; au dit acte de cession les cessionnaires
s'obligeront naturellement envers le bailleur au paiement du loyer et a l'execution des charges et conditions du
present bail.

Aucun apport ou cession ne pourra etre fait s'il est du des loyers et charges par le preneur.

Ces stipulations seront applicables a toutes cessions successives.

De ne pouvoir donner son fonds en gerance, se substituer toute personne, preter les lieux loues, meme
temporairement, a des tiers.

De ne pouvoir sous-louer et domicilier ni en totalite ni en partie, sans l'accord prealable et ecrit du Bailleur.

15 o bis Toutefois , le preneur est d'ores et deja autorise a domicilier dans les lieux loues des societes du Groupe
INTER PARFUMS, a conditions de respecter les cinq conditions indivisibles suivantes:

1) Que l'activite exercee par ces societes soit la meme que celle prevue a la 13 eme condition generale ci-dessus
et que le preneur adresse au bailleur une copie des statuts et du Kbis de ces societes;

2) Qu'il s'agisse de societes du Groupe INTER PARFUMS, dont il detient au moins 30% du capital social;

3) Que le President, le Directeur General ou le gerant de ces societes soit un des administrateurs de la societe
INTER PARFUMS, titulaire du present bail;

4) Qu'au depart de la societe INTER PARFUMS, les locaux, objet du present bail, soient rendus libres de toute
occupation, les lieux formant dans la commune intention des parties un tout indivisible.

En aucun cas, ces domiciliations ne devront ceer de lien de droit entre ces societes et le bailleur, qui n'aura a leur
egard aucune obligation directe.

5) La societe INTER PARFUMS restera donc seule responsable vis a vis du bailleur de toute consequence
prejudiciable a celui-ci. Elle garantit la stricte execution des conditions ci-dessus et s'oblige a faire prendre le
meme engagement ecrit a toute societe domiciliee qu'elle aura obligation de faire connaitre au bailleur.

16 o Enseignes - Plaques commerciales : aucune plaque, enseigne, store ou installation quelconque interessant
l'aspect exterieur ou l'aspect interieur de l'immeuble ne pourra etre placee sans avoir ete au prealable soumise a
l'agrement du bailleur qui sollicitera en tant que de besoin les autorisations prevues au reglement de l'immeuble ou
a tout autre reglement, cahier des charges ou statuts auquel lui-meme sera soumis, etant toutefois precise que le
preneur fera son affaire personnelle des autorisations administratives exigees et du reglement des taxes qui
pourraient etre exigees de ce fait.

Il ne pourra modifier ou faire modifier ladite facade, sans avoir au prealable soumis les plans au bailleur, et sans
que celui-ci ait autorise la transformation projetee, et ceci sous la surveillance de l'architecte du bailleur, dont les
honoraires de vacations seront a la charge du preneur.

17 o Nantissement : Le preneur s'engage, s'il consentait des nantissements sur son fonds de commerce, a en
avertir le bailleur, et lui faire connaitre les noms et adresses des creanciers nantis dans les quinze jours de la
constitution desdits nantissements.

18 o Clause de rigueur : Toutes les charges, clauses et conditions du present bail sont de rigueur. Toute
derogation du preneur sans autorisation expresse et par ecrit du bailleur n'aura d'effet qu'a titre de tolerance, et ne
pourra jamais etre consideree comme ayant fait novation, ni porter jamais atteinte aux presentes clauses et
conditions, dont le bailleur aura toujours le droit d'exiger la stricte execution.

19 o T.V.A. - Enregistrement - Frais : De payer le droit de bail, les frais de timbre, d'enregistrement, les
honoraires afferents au present bail, aux revisions du loyer et aux renouvellements eventuels du present bail, et la
T.V.A. applicable.

Le bailleur a opte pour le regime de l'assujettissement a la taxe sur la valeur ajoutee, dans le cadre prevu par le
decret N o 67-1126 du 22 decembre 1967 completant la loi du 6 janvier 1966. Le preneur devra payer au
bailleur la T.V.A. au taux en vigueur en fonction du montant de son loyer en principal.

20 o E lection de domicile : Pour l'execution de presentes, le preneur fait election de domicile dans les lieux loues
et le bailleur au domicile du Gerant de l'immeuble. Ces domiciles sont attributifs de juridiction et toutes
significations et notifications y seront valablement faites.

Fait en trois exemplaires originaux
a Paris le ...........

LE PRENEUR (1)                                                                                                             LE BAILLEUR (1) 

(1) Faire preceder la signature de la mention manuscrite << lu et approuve >> et parapher chaque page.

PJ : Plan des locaux
Bareme des honoraires au jour des presentes.
Exhibit 10.107.1

                                            COMMERCIAL LEASE

               Subject to the Articles L 145.1 through L 145.60 of the New Commercial law
                                 and to the decree of September 30, 1953

BY AND BETWEEN THE UNDERSIGNED

- Real Estate Company at 4/6 Rond-Point des Champs Elysees ,

represented by: DAUCHEZ, Property Managers, Inc. with registered headquarters at 132 boulevard
Haussmann 75008 PARIS.

Bearer of Professional ID Card No. G 989, bonded by SOCAMAB, 18 rue Beaurepaire PARIS 10 th , the
aforementioned company is represented by Madame Mabe LE CHATELIER .

                                                                                        hereinafter "the Lessor",
                                                                                           party of the first part,

AND

- INTER PARFUMS SA Company with capital of 12,816,594.00 Euros,

enrolled in the Business Registry for PARIS Companies under No. B 350 219 382

of which the registered office is located at 4/6 Rond Point des Champs Elysees 75008 Paris,

and represented by Monsieur Philippe SANTI , duly authorized for the purposes herein in his capacity as
Administrative and Financial Director,

                                                                                        hereinafter "the Lessee",
                                                                                        party of the second part,

WHICH HAVE PREVIOUSLY DECLARED THE FOLLOWING

- That the company, INTER PARFUMS SA, is the leaseholder of several locales in the building located at 4-6
Rond-Point des Champs Elysees, and in particular, under the terms of an SSP Act dated May 3, 2001, that since
May 15, 2001, this company has been renting an apartment located on the 5th floor, left, two cellars (No. 1 and
No. 5), and service quarters (No. 20);

- That through amendment No. 1 of the lease dated May 3, 2001, the substance of the locales subject to this
lease, was modified beginning on July 1, 2001; the rented locales include from now on, the apartment located on
the 5th floor, left, a cellar (No. 1) and a large double cellar located in the first basement of the building;

- That under the terms of this lease, the rented locales "are for the exclusive purpose and use of habitation by and
for the accommodation of certain members of the INTER PARFUMS SA staff, and of their affiliates or of their
headquarters";

- That as the necessities of the leasing company has evolved, the purpose of the locales has been gradually
modified by them;

- That the Lessor, with this situation in mind and his wish to see the aforementioned buildings assigned to a regular
commercial use, hereby commits before the competent authorities, a procedure with the goal of modifying the
purpose of these buildings;

- That through decision No. 03-458, the Prefecture of Paris gave its consent for the exemption of the requirement
that the locales located on the 5th floor, left, of the building, be only used for regular commercial practice;
- Therefore, that the character of the lease, from which the company INTER PARFUMS SA benefits, shall be
modified for these locales.

                             WHICH HEREBY AGREE TO THE FOLLOWING

Beginning on April 1 st , 2004, the two parties have come to a common accord,

- That the 6 years lease for purposes of habitation, drawn up on May 3, 2001 between the SCI located at 4-6
Rond Point des Champs Elysees and the company, INTER PARFUMS SA is cancelled, in fact,

- And that henceforth, this present commercial lease shall govern the use of the location of the locales on the 5 th
floor, left, in the building located at 4-6 Rond-Point des Champs Elysees-75008 PARIS.

DESIGNATION

Within a building located at 4-6 Rond Point des Champs Elysees -75008 PARIS

- A commercial locale to be used as BUSINESS OFFICES, situated on the 5 th floor, left,

with a surface area of 155 square meters approximately, as the aforementioned locales are shown in the annexed
plans.

- A cellar (No. 1);

- And a large double cellar located in the first basement of the building;

Therefore as far as the extra space which these places offer, it shall be understood, the aforementioned property
is leased as seen / "as is", with no exceptions nor reserve and without it being necessary to make of it here a fuller
designation, the Lessee does hereby state that all this is well known to him since he has occupied them since May
15, 2001, and of which he shall have a detailed accounting drawn up, including all costs which shall be at the
expense of the lessee, within two months following the signature of the present lease.

It is hereby specified that any error in designation above shall justify neither reduction nor increase in the rent, the
parties shall accept the Property as is and in its present condition.

The Lessor reserves the possibility of taking the cellars covered by this lease and replacing them in the building
with other equivalent ones that are in good condition.

                                             DURATION OF LEASE

This lease, which shall commence on April 1, 2004 , is authorized for the duration of three, six or nine years, and
shall expire on March 31, 2007, March 31, 2010, or March 31, 2013, which date shall be the sole choice and
responsibility to be undertaken by the Lessee and if the Lessee wishes to change the expiration from the first or
the second three year period, he must give six months notice.

Any leave must be accomplished though an extrajudicial act.

                                                        PRICE

The present lease is authorized and accepted in return for an annual cash rent payment of SEVENTY-FIVE
THOUSAND ONE HUNDRED AND SEVENTY-FIVE EUROS (75,175.00 Euros) ,

as well as the applicable VAT, that the Lessee commits to pay to the Lessor or his agent, in the residence of the
latter, quarterly, in other words, four ordinary times a year, the first day of each quarter, every three months, until
the expiration of tenancy, in advance .

The aforementioned rent will be automatically indexed on the first of April every year in accordance with the
fluctuation in index of costs to construct a building as is published by the National Institute of the Statistics and the
Economic Surveys (l'Institut National des Statistiques et des Etudes Economiques - INSEE) for the 3rd quarter
of each year.

The first index shall intervene for the first time on the first of April, 2005 on the basis of the fluctuation between
the index of the 3rd quarter 2003 which is 1203, and that which will be published for the 3rd quarter of 2004,
and in the future on the basis of index of the 3rd quarter of each year.

In addition to the rental amount set above, the Lessee shall pay to the Lessor, at the same time as each rent is
paid, the amount due for the various services and supplies to which the owners have the right to recover from
their tenants, that is to say, his share of:

- municipal costs (sweeping, household garbage collection), maintenance costs, security salaries, ushers, door
men, building employees .., and additional charges;

- cold water charges;

- administrative expenditures;

- expenditures related to the elevator which serves the different floors;

- annual taxes on offices and trade in Ile de France as concerns rented locales, in the event that it is due, on the
first of January each year. It is expressly agreed that this tax on offices shall be due from the Lessee beginning in
2004.

- Property and household garbage collection tax. It is expressly agreed that this tax shall be due from the Lessee
beginning in 2004 (prorata temporis).

- the tax on the removal of the industrial and commercial waste, in the event it is due.

The payment of these charges shall be paid on a quarterly basis in the amount of ONE THOUSAND TWO
HUNDRED EUROS (1,200.00 Euros), the final amount being established at the end of the fiscal year.

However, the annual tax on offices and trade on Ile de France, property tax, tax on household garbage collection
and possibly the tax for the removal of the industrial and commercial waste, are not included in the provisions
covering ordinary charges and are required once a year.

The percentage of cost-sharing may be modified contractually, judicially, or legally.

Any delay in payment of the amounts due, as well the rent payment itself and the additional charges will cause a
late fee reminder to be issued. The Lessee shall be wholly responsible for payment of these charges, to wit: for
the first reminder: 10 Euros, for the second reminder: 20 Euros, in accordance with the tariffs currently in force on
the day of the signature of these presents.

An amount of 2.00 Euros shall be charged each month as an payment notice fee, in accordance with the tariffs
currently in force on the day of the signature of these presents.

                                                      DEPOSIT

Moreover, upon signing the present contract, the Lessee shall provide as an additional deposit, the amount of
TEN THOUSAND ONE HUNDRED AND FIFTY THREE EUROS AND NINETY- SEVEN CENTS,

added to the aforementioned when the lease to use the room was signed of EIGHT THOUSAND SIX
HUNDRED THIRTY-EIGHT EUROS AND SEVENTY-EIGHT CENTS,

which comes to a total amount of EIGHTEEN THOUSAND SEVEN HUNDRED NINETY-THREE
EUROS AND SEVENTY-FIVE CENTS (18,793.75 Euros) which is equivalent to three months rent,
excluding tax.

With each indexing or revision of rent, this deposit will be readjusted so that it always is equivalent to three
months of rent, excluding tax.

The aforementioned amount shall be reimbursed to the Lessee after removal and handing-over of the keys, after
deductions are made for rent and tenant's repairs or all other amounts that may be due for payment by the Lessee
to the Lessor, or any other amounts for which the Lessee may be responsible. Interest of benefit to the Lessee,
shall not be earned upon this amount in any case whatsoever.

                                            RESOLUTORY CLAUSE

It is expressly agreed that:

1) If any payment is in default within a single rent term, charges, taxes and services, in its agreed upon payment
amount, such as in a case of infringement or non-fulfillment of one of the General or Special Conditions outlined in
the lease agreement, one month after notice is served and if the appropriate response does not take place,
despite all later offers to pay or execute, the present lease shall be automatically cancelled, in whatever way
appears satisfactory to the Lessor, with no need for any legal formality other than a simple ordinance of summary
procedure issued by the President of the Supreme Court pronouncing expulsion, the aforementioned ordinance
shall fulfill the purpose of assuring its enforcement, not to issue the cancellation which takes place automatically if
the Lessor deems it necessary.

2) In the event that a cancellation takes place as outlined in the first paragraph of this Resolutory Clause, the
amount paid to the Lessor as a deposit shall be appropriated by him to serve as compensation, without prejudice
to all expenses and damages incurred.

3) In the event of non-payment of any amount due at its term or of failure to comply with any of the General or
Special Conditions provided for in the lease and with the first service by a bailiff, in addition, the Lessee will
automatically be required to pay all other charges of recovery including the entire amount owed to the bailiff, a
penalty equal to 10% (ten percent) of the amount of the sum owed to cover all damages to the Lessor caused by
the delay in payment and the expenses, due diligence and fees incurred in the recovery efforts for this amount.
This penalty is added to the legally incurred interest due once the order is issued.

                                           GENERAL CONDITIONS

This lease is authorized and accepted under the ordinary burden of law, according to the use of the locales, and
moreover, in the following conditions the Lessee commits to carry out or support under penalty of cancellation,
with no right to claim any compensation or reduction in rent, neither any recourse against the Lessor nor against
his insurer.

1 o Taking possession : The Lessee shall take possession of the locales rented in the state they are currently in,
and shall not require that the Lessor make any changes to its state nor any repairs whatsoever, the structural
work of the walls and floors shall be the only obligation borne by the Lessor.

2 o Closure - Coverage : Since no request may be made for other doors or locks than those currently existing,
the Lessee shall relinquish all recourse against the Lessor and against his insurer, in the event of robbery or
burglary in the leased locales.

Effect the final removal of blinds or shutters, at the option of the Lessor, without compensation.

Objects, machines, etc., that are susceptible to water damage, must not be placed under the frames, window
panes, windows or ceilings made of glazed reinforced concrete, if in existence, the Lessor denies any
responsibility in the event that damage occurs resulting from a force of nature in this way, since sealing is not
guaranteed to be waterproof.

3 o Inventory and maintenance : Maintain the locales rented, during the entire lease period, in good condition
through repairs made by the tenant, and to perform, consequently, and to carry out at his own expenses, all
electrical repairs, repairs of locks, iron work, furnaces, pluming, central heating, carpentry, painting, windows and
shutters, etc., in other words, all work necessary to keep the locales functional, as well as making all
replacements, be they total or partial.
Only the structural work of walls and floors (in the sense set forth by article 606 of the Civil Code) shall be the
responsibility of the Lessor.

Return the locales rented at the end of the lease, in the same state, (as shown by the inventory drawn up at the
time possession was taken of the locales) as at the beginning of the lease.

At the expiration of the lease, another inventory shall be drawn up indicating the tenant's repairs, which may be
owed by the Lessee. The aforementioned Lessee shall settle the amount.

4 o Work Done by the Lessee - Embellishments - Improvements : Without the express and written consent of the
Lessor, the Lessee shall not make any changes to the layout of the rented locales, in particular concerning the
apportionment of the different areas of the rented locales.

The Lessee shall not make any change, installation, demolition, holes in walls, partitions, floors, nor sealing
without the express and written consent of the Lessor.

No work shall be performed, unless authorized by the Lessor, after which approval and under the direction of the
Lessor's architect; the Lessee shall pay the fees.

To leave to the end of the lease, if the Lessor is in agreement, without compensation, all changes and work thus
accomplished.

All decorations, embellishments, cabinets mounted on walls, gas, water, electrical connections, that the Lessee
might install and, in general, all fixed installations and embellishments, shall also be left in place, unless the Lessor
prefers that the locales not be remodeled, (which shall be made at the expense of the Lessee and without
compensation), but in their original state.

The floors should not be overloaded in the rented locales, without completing reinforcement by means of
measures recommended by the Lessor's architect, under whose orders this work must be carried out, at the
expense of the Lessee.

The cost of a possible modification to the rented locales must be covered as required by the administration, even
if this requirement were unforeseeable and essential, as a consequence of an event of force majeure.

5 o Work in the Building - Visiting the Locales - Pipelines : Suffer, without compensation, or reduction in rent,
any work which the Lessor may consider necessary to perform in the rented locales, or in the building where they
are located, the duration of which would exceed forty days

The Lessor reserves the right, without prejudice to the requirement in Article 1723 of the Civil Code, to make
any modifications which he deems appropriate, to the exterior appearance as well as to the inside of the building
where the locales are to be found, excluding the other locales that are at present rented.

Permit access to the rented locales, if need be, in order to perform cleaning of the doorways, court yards,
inspections of the elevator counterweights or other work necessary to maintain good functionality in the building
itself and in the operation of all machinery.

Put up with, without receiving any compensation, or reduction in rent, all work which the Lessor considers
necessary or that is forced to perform, such as any nearby construction or demolition, all blocked access, court
yards or days of inconvenience.

Allow that all necessary pipelines cross through their cellars.

File without delay, together with the cost, all formwork, decoration, installations or removal of same, to be
performed that may prove useful for research and repair in the event of leakages of any kind, or of cracks in
smoke or ventilation channels, especially after a fire or smoke damage from a fire, and in general for the
performance of the task.

If work proves to be necessary on all the piping, the Lessor reserves the right to replace buried pipes with visible
pipes.
In the event of work, construction, sale of the building in part or in full, the Lessor may modify the layout of the
cellars and proceed to exchange buildings.

Permit the Lessor, his architect and their representatives to enter the rented places whenever they consider it
useful; the latter shall make sure to notify the Lessee 24 hours in advance (except in the case of emergencies).

6 o Expropriation : No compensation nor reduction in rent may be required by the Lessee of the Lessor if,
throughout the duration of this lease, the building in which the currently rented locales are found, come to be
demolished in part or in full as a result of cutbacks, recession, or expropriation for use by the public sector, with
the exception of course, of the tenant's recourse against the parties to the expropriation.

7 o Furnishings : Make sure the locales rented are continually decorated with furniture, goods, and furnishings in
sufficient quantity and worth to answer for the payment of the rent and for payment of fees and other conditions
of the lease.

The Lessee shall make sure that the rented locales maintain constant commercial activity, and shall not cease,
under any pretext (except for being closed for normal activities such as paid leave), even temporarily, to use the
locales for the purpose indicated below.

Any relocation before the scheduled time is prohibited the Lessee, who, in all the cases, shall only be permitted to
vacate the locales rented after all obligations set forth in the present Contract have been fulfilled.

8 o Insurances : Loss of the leased property, recourse and insurance

8 -1 - Goods that are Property of the Lessee

The Lessee shall insure and maintain insured for entire duration of the lease against fire hazards, explosion, water
damage, destruction, all furniture, furnishings, materials and in a general way, all of its property inside the locales,
including improvements, relinquishing any recourse against the Lessor for the possibility that the furniture,
furnishings, materials, improvements or other items might become damaged partially or completely.

The Lessee commits to require that his insurer make the same waiver of recourse against the Lessor.

8 - 2 - Vis-a-Vis Third Parties

The Lessee shall also ensure that third parties have no recourse, also relinquishing any recourse against the Lessor
in the event that goods belonging to a third party are partially or completely damaged or if they must temporarily
or completely interrupt activity.

The Lessee commits to require that his insurer make this same waiver of recourse against the Lessor.

8 - 3 - Goods that are Property of the Lessor

The Lessor shall insure the building and all the elements of equipment or other fixtures and fittings against the
hazards of fire, explosion, water damage, partial or total destruction due to any cause that may be, for the amount
necessary to rebuild anew.

The Lessor, in the event of a disaster, shall waive all recourse against the Lessee, and commits to require that his
insurer make the same waiver of recourse against the Lessee.

The Lessee shall reimburse the Lessor for any additional premium required, due to activities performed, and
commits moreover to notify the Lessor of all fixtures and fittings he has installed, apart from pledging
responsibility with respect to the Lessor and in the event of a disaster, to make reparations for the damage
undergone by the Lessor in the event the guarantee is insufficient.

Since the premiums would be established as a guarantee for the totality of the building, with the exception of the
additional premium required due to the activities performed, the total cost of which shall be the responsibility of
the lessee, the quota due from the Lessee shall be as stated in Article 4.1.9, to wit
8 - 4 - Reciprocal Waivers

The parties commit to keep in mind the aforementioned waivers, to notify each other, within two months
beginning with the effective date of these presents, of their insurance policies, established according to their
respective obligations, and which must have:

- on the part of the Lessee, stipulations that he and his insurers shall waive, in the event of a disaster covered by
the guarantees set forth in Articles 8-1 and 8-2, all recourse against the Lessor and his insurers,

- on the part of the Lessor, stipulations that he and his insurers shall waive, by the guarantees set forth in Articles
8-3, all recourse against the Lessee and his insurers,

These waivers of recourse shall be reciprocal, in such a way that subject to the waiver of recourse on behalf of
the Lessee and his insurers, the Lessor and his insurers waive, in the event of a disaster, any recourse that they
may have against the Lessee and his insurers and who, subject to the waiver of recourse on behalf of the Lessor
and his insurers, the Lessee and his insurers waive, in the case of disaster, any recourse that they might have
against the Lessor and his insurers.

9 o Contributions - Health : Fulfill all the requirements of the city and police force to which tenants are usually
held.

Conform to all the regulations of the proper authority regarding hygiene and public health.

Pay all contributions and taxes precisely that may correspond to him personally. Demonstrate, before relocation,
to the Lessor or his agent that payment of taxes has been made, by providing the Tax Collector receipt.

Pay, throughout the duration of the lease, his share of all levies and taxes, be they State, Department or City, in
whatever form they are created, whether perceived or not by the owner.

10 o Internal By-Laws : The Lessor shall not be held responsible for any interruptions which could occur in
water, gas, or electrical services or of any other public utility, or of any restrictions which could, possibly, be
imposed by the authorities on the various services with which the building is provided.

Regularly maintain the interior water supply and drainage pipelines, as well as all electrical and gas pipelines, the
Lessor must never have to be worried on this subject and the Lessee shall use these pipelines only at his own risk
and peril.

The Lessee must, by taking possession of the locales, arrange to have work performed that may possibly be
necessary for the proper electrical installation specifically for the rented locales, in conformity with the regulations
in force.

Have the chimneys and flues cleaned in the rented locales, by a qualified chimney-sweep, whenever the need
arises.

The Lessor does not guarantee their state and the Lessee shall use them only with his own risk and peril. He shall
never be called upon to repair them. No stove or radiator may be connected there.

Nothing must be thrown away, nor allowed to be thrown away, in the building's entry vestibule, in the corridors,
on the staircases, and in a more general way, all common areas of the building that are formally excluded from
this lease.

Flowers and other objects must not be placed in the windows neither on the street nor in the courtyard.

Conditions imposed by any organization formed between the owners or occupants of the building must be abided
by, with the possible participation of the owners or occupants of the buildings close by.

Rigorously observe the rules of usage as established in Paris regarding vicinity. Avoid all noises, odors or other
causes of embarrassment for the other occupants of the building or the close buildings.
Take care that ventilation equipment such as range hoods, extractors, conduits, etc. meets the standards
necessary for the activity authorized by this lease, and that this equipment is maintained in perfect operating
condition; so that the Lessor does in no case have to be worried by embarrassments caused in the neighborhood,
in the form of fumes, odors, machinery vibration, or other noises.

Take care that personnel does not park in the areas common to the building, prohibit all manner of shouting or
noises, in particular at the moment when they enter and leave the building, so that the peace of the building is not
disturbed by their presence.

No messy or noisy animals shall be allowed.

Act as a substitute to the Lessor on all complaints which may be raised by a neighbor, the Lessor must never
have to be worried on this subject.

No public sale shall take place in the locales rented at any time, even after failure of the business or bankruptcy.

Once the Lessee has received or given notice to vacate, during the last six months of the lease, the Lessor shall
have the right to make and put up a sign, at the site of his choice, indicating that the locales are to be rented. The
Lessee shall be open for business on all business days from 10 AM to noon and from 2:00 PM to 5:00 PM. It
will be also thus in the event of a sale of the rented locales.

11 o Heating : There is a private heating system installed in the rented locales.

The Lessee must provide maintenance directly, without the Lessor having to ever intervene in any manner
whatsoever, for the entire responsibility of the heating system, as well as for its total or partial replacement, so as
to leave, after vacating the premises, the aforementioned system in good operating condition.

11. (a): Air-conditioning :

If a private air-conditioning system is installed in the buildings, the Lessee must provide maintenance directly,
without the Lessor having to ever intervene in any manner whatsoever, for the entire responsibility of the system
within the locales, for the air-conditioning equipment, for their maintenance, as well as for its total or partial
replacement, so as to leave, after vacating the premises, the aforementioned system in good operating condition.

12 o Elevators : The elevator shall only be used at the Lessee's own risk and peril, and shall be maintained by the
company in charge of maintenance in such a manner as to be in compliance with the regulations enacted for this
purpose.

The weight limits of this device must be strictly adhered to.

Accept the possibility that other occupants of the building may use the device.

Its use is reserved for the tenants, the transport of all materials or objects by the elevator is prohibited and it must
not be used by delivery men or couriers .

The Lessor shall bear no responsibility for accidents which may occur because of the elevator, no matter what the
causes are.

13 o Use and Purpose of Locales : The rented locales shall only be used for the purpose of PURCHASING,
SELLING, MANUFACTURING, IMPORTING and EXPORTING PERFUMES, COSMETICS,
FASHION ARTICLES, AND ACCESSORIES ;

Being understood that the business activity of the company, INTER PARFUMS SA, shall never be limited to
the exclusive trade of "FASHION ARTICLES AND ACCESSORIES" outlined above under accessories.

The locales that are subject to these presents are leased exclusively for business office use, with the exclusion in
particular of all sales, exhibits, etc.
They may not be used except during legal business days and hours, except with rare exceptions, for use by
Management exclusively.

The rented locales may not be used for any other purpose, with the understanding that the Lessor reserves the
right to rent all other locales in the building for any mercantile or professional purposes that are similar to those of
the Lessee.

14 o Credit-Lease : In the event that the Lessee has recourse to a credit-lease on his business or one of the
components thereof, the Lessee shall be obligated to warn the Lessor by registered letter with return receipt, by
the month preceding the signing of this credit-lease contract. The Lessee shall also be obligated to report the date
of expiration of the credit-lease contract.

In the event the business is transferred, the Credit-Lessee shall be likewise obligated to the Credit-Lessor so that
the Lessor will never have to worry about the establishment with the Credit-Lessor of the credit-lease contract.

At the time of the business transfer, the Credit-Lessor must inform the owner that all the legal formalities and
obligations set forth in the Credit-Lease contract have been fulfilled by the Credit-Lessee assignee.

In the event that a renewal of this lease is requested by the Credit-Lessor wishing to install a new operator, the
latter will be required to carry on an activity identical to that of the former Credit-Lessor. In this case, the Credit-
Lessor must send to the Lessor, at the same time as the request for renewal, all information concerning the new
operator (K-(a), statutes, banking references) and of his activity, which shall be subject to his express and written
approval.

15 o Transfer - Contribution - Sub-Lease : It shall not be permitted to yield the right to the present lease unless it
is to the purchaser of the business, provided that such assignment is made in its entirety, and with the obligation to
remain as a guarantor and jointly and severally responsible towards the Lessor for all subsequent assignees, both
in respect of payments of rent and in regard to fulfilling the general conditions of the present lease.

The legal instrument containing the transfer must made in authenticated form; the Lessor must and will be
summoned and an overview of the aforesaid act must be delivered him at no charge within the month of the
signing; at said act of the instrument of transfer, the assignees shall of course be responsible to pay the rent to the
Lessor together with the fulfillment of all responsibilities and conditions of the present lease.

No contribution or transfer may be made if the Lessee has any unpaid rent or charges due.

These stipulations will be applicable to all successive transfers.

The business may not be given to a management agent, nor shall any person be substituted, nor shall the rented
locales be lent to any third parties, even temporarily.

No sub-leasing or domiciling, in part or in totality, shall be allowed, without obtaining prior written agreement
from the Lessor.

15. (a) However , the Lessee is authorized at the present time to domicile within the rented locales of the
companies of the INTER PARFUMS Group, with the provisos of observing the following five infrangible
conditions:

1) That the activity carried on by these companies be the same as that set forth in the 13 th General Condition
above and that the Lessee sends to the Lessor a copy of the statutes and of the K-(a) of these companies;

2) That they be companies of the INTER PARFUMS Group, of which at least 30% of the capital stock is in
holdings;

3) That the President, the Director General, or the manager of these companies be one of the administrators of
the INTER PARFUMS company, bearer of the present lease;

4) That the INTER PARFUMS company, upon vacating the premises that are the subject of this lease, make
sure that they are made free of any occupation; the locals form an indivisible whole through the common intention
of its parts.

Under no circumstances, may these domiciliations transfer the commitment of rights that exists between these
companies and the Lessor, who shall have no direct obligation in regards to them.

5) The company INTER PARFUMS will therefore continue to be solely responsible with respect to the Lessor
for any prejudicial consequence. It shall guarantee strict fulfillment of the conditions above and commits to pledge
same in writing for any domiciled company, which it will have the obligation to make known to the Lessor.

16. Signs - Commercial Name Plaques : No plate, sign, shade/awning or any attractive installation to the exterior
or interior appearance of the building may not be used without first being subject to the approval of the Lessor
who will necessarily request the authorizations as set forth in Building Regulations or any other Regulation,
schedule of conditions, or statutes to which it will be subject, however with the stipulation that the Lessee shall
personally arrange for all administrative authorizations required and shall be responsible for payment of the taxes
which may be required.

The aforementioned faççade shall not be changed or ordered to be changed, without having submitted the plans 
to the Lessor beforehand, and without the Lessor's authorization for the projected changes, which shall be carried
out under the supervision of the Lessor's architect, whose session fees shall be the responsibility of the Lessee.

17 o Collateral Security : The Lessee hereby commits, if he consents to using his business as collateral security, to
inform the Lessor, and make known to him all names and addresses of the secured creditors within fifteen days of
establishing the aforesaid collateral.

18 o Binding Clause : All the responsibilities, clauses and conditions of this lease are obligatory. Any deviation of
the Lessee without express and written authorization from the Lessor will have effect only through tolerance, and
could never be regarded as having made novation, nor to be adherent to the present clauses and conditions, to
which the Lessor shall always have the right to require strict fulfillment.

19 o VAT - Registration - Expenses : Payment of the lease fee, the stamp charges, registration fees, charges
related to the present lease, revisions to the rent amount and possible renewals of this lease, plus the applicable
VAT.

The Lessor has opted for the regime subject to the value-added tax, within the framework set forth by decree
No. 67-1126 of December 22, 1967, supplementing the law of January 6, 1966. The Lessee shall be required to
pay to the Lessor the VAT at the rate in force on the principal amount of the rent.

20 o Selection of Domicile : For the execution of these presents, the Lessee selects his domicile as the locales
rented and the Lessor the domicile of the Property Manager. These domiciles are attributive of jurisdiction and all
announcements and notifications shall validly be made there.

Created in three original copies
Executed in Paris on ...........

THE LESSEE (1)                                                                                 THE LESSOR (1) 

(1) Please attach signature next to the handwritten reference, "read and approved" and initial each page.

Attachments: Blue-prints of the locales
Scale of the fees on the day of these presents.
Exhibit 10.110

                                                        BAIL COMMERCIAL

                                                               ENTRE

                                              - LA SOCIETE CIVILE IMMOBILIERE BERCIS -

                                                                 ET

                             - LA SOCIETE OLD AMERICA - 48, Rue des Francs-Bourgeois à PARIS (75003). 

                                                        BAIL COMMERCIAL

ENTRE LES SOUSSIGNES :

La S.C.I. BERCIS, Société Civile Immobilière au capital de VINGT MILLE FRANCS (20.000 Frs), dont le siège social est (illisible) 
représentée par son gérant Monsieur Bernard (illisible) 

                                                                                     ci-après dénommé "LE BAILLEUR" d'une part, 

ET:

La SOCIETE OLD AMERICA, S.A.R.L. au capital de CINQUANTE MILLE FRANCS (50.000 Frs), en cours de formation, dont le
siège social est situé 48, Rue des Francs Bourgeois à PARIS (75003), représentée par son gérant Monsieur Claude 
BOBROWSKI

                                                                                    Ci-après dénommé "LE PRENEUSE" d'autre part 

IL A ETE ARRETE ET CONVENU CE QUI SUIT :

                                                                BAIL

Par les présentes, la Société Civil Immobilière BERCIS, sise (illisible) représentée par Monsieur Bernard LARROCHE, es nom et 
qualités, fait bail à titre commercial et donne a loyer au profit de la S.A.R.L. OLD AMERICA, d'autre part, ce expressément 
accepté par Monsieur Claude BOBROWSKI, agissant comme il est dit en tête savoir : 

- Une boutique éclairée sur rue située au rez-de-chaussée, à gauche du hall d'entrée (écrit à la main) un local situé au sous-sol
pour un escalier intérieur. 

- Une cave au sous-sol, portant le n o 23 du plan,

- Une cave au sous-sol, portant le n o 27 du plan.

Ces locaux constituent les lots 3 - 66 et 70 du plan de division de l'immeuble inséré au règlement de copropriété. 

Ainsi au, surplus que lesdits locaux existent, se poursuivent et comportent sans qu'il soit besoin d'en établir ici plus ample 
désignation, Mr Claude BOBROWSKI, ès qualités, reconnaissant les bien connaître pour les avoir vus et visites à différentes 
reprises en vue des présentes, et s'être rendu compte des circonstances, avantages et inconvénients qu'ils peuvent présenter. 

                                                          DUREE DU BAIL

Le présent bail est consenti et accepte pour une durée de neuf années entières et consécutives, qui commencera à courir le 
Premier Mai Mil neuf cent quatre vingt douze (1/05/1992) pour se terminer le Trente Avril Deux Mil Un (30/04/2001), mais avec
faculté pour la preneuse seule d'y mettre fin à l'expiration de chaque période triennale et pour la première fois le Trente Avril Mil 
neuf cent quatre vingt Quinze (30/04/1995) et seulement à charge d'en aviser la bailleresse de son intention à cet égard au moins 
six mois à l'avance par lettre recommandée avec avis de réception ou par ministère d'huissier de justice. 

                                                           CONDITIONS

Ce dit bail est consenti sous les charges et conditions suivantes, tant générales que particulières, que la preneuse s'oblige à 
exécuter et accomplir sans pouvoir invoquer de motifs d'exonération et à peine de tous dépens et dommages intérêts en cas de 
manquement, sans préjudice de résiliation s'il plaisait à la bailleresse. 

I - CONDITIONS GENERALES :
        1) Conditions d'occupation
                a) affectation des locaux :
Les locaux loués devront servir à l'exploitation d'un magasin d'ANTIQUITES, DECORATION, CADEAUX, JOUETS, ET 
PRODUITS MANUFACTURES AUX ETATS-UNIS.

dans le cadre de l'objet social de la société preneuse en se conformant de manière rigoureuse à la destination de l'immeuble, aux 
usages de la profession et aux restrictions apportées par le règlement de copropriété de la maison. 

                b) Tranquillité de l'immeuble 

La preneuse devra veiller en permanence à ce que : ni elle-même par les soins de sa Direction, ni son personnel, non plus que 
ses clients, visiteurs, fournisseurs, ne troublent l'ordre, la tranquillité et la sérénité de l'immeuble en apportant ainsi un "trouble 
de jouissance" à tous les occupants et voisins de l'immeuble. 

Ils pourront utiliser avec modération et discernement les machines, appareils et choses quelconques nécessaires à leur activité 
commerciale à l'exception de ceux qui, par le bruit, la trépidation, l'odeur ou autrement, seraient de nature à incommoder ou à 
nuire si peu que ce soit à autrui. 

        2) A l'égard des lieux loués 

                a) Etat des locaux loués - Travaux - Réparations - Entretien, etc. ...     

La preneuse prendra les lieux loués en l'état dans lequel ils se trouvent actuellement et elle les restituera en fin de jouissance, de 
quelque manière qu'elle intervienne, en bon état de toutes réparations locatives et d'entretien et propres à leur destination et 
relocation.

La preneuse ne pourra demander ni actuellement, ni au cours du bail, aucun travaux ni réparations quelconques, et cela par 
dérogation aux articles 1.719 et 1.720 du Code Civil. 

La preneuse devra notamment réparer ou changer l'escalier reliant le rez-de-chaussée au sous-sol, ainsi que les installations de
gaz ou d'électricité. 

Elle entretiendra constamment les lieux loués en bon état de réparations locatives ou d'entretien. 

La Société Bailleresse ne conservant à sa charge que les grosses réparations énumérées par l'article 606 du Code Civil, 
concernant l'immeuble et non celles concernant l'intérieur des locaux loués (plafond, planchers). 

                b) Changement de distribution 

Tout changement de distribution intéressant les gros murs, les poutres et planchers devront faire l'objet d'une autorisation 
écrite et préalable de la bailleresse; les travaux seraient autorisés devront être exécutés sous la surveillance de l'Architecte 
désigné par la bailleresse, les honoraires et vacations de l'Architecte incombant à la preneuse. 

                c) Changements - Embellissements - Installations - Sort Ultérieur. 

Lors de son départ, la preneuse laissera en place tous changements, embellissements et installations éventuellement faits par 
elle (dans le cadre des présentes) et elle ne pourra exiger ni indemnité quelconque ni réduction de loyer du dernier trimestre, de 
ce chef. Elle devra de même laisser en état, sans dégradation, toutes installations existantes ou restant à l'être : électricité, 
sanitaire, et : ...

Au surplus la bailleresse conserve la faculté de demander le rétablissement des lieux en l'état primitif. 

                d) Visites de surveillance des locaux

La bailleresse et son ou ses représentants autorisés pourront librement pénétrer et visiter les lieux loués pour se rendre compte 
de l'état d'entretien des locaux et pour vérifier la bonne marche des installations ; la preneuse ne pourra aucunement s'y opposer 
pourvu que toute visite ait lieu un jour ouvrable, aux heures comprises entre 9 et 18 heures.

                e) Travaux dans l'immeuble

La preneuse supportera sans indemnité ni diminution de loyer les travaux que le bailleur ou le Syndic de la copropriété 
estimeraient à propos de faire exécuter dans l'immeuble quelle qu'en soit la durée, pourvu toutefois que leur exécution ait lieu 
avec une célérité suffisante et sans discontinuité, sauf cas de force majeure indiscutable. 

La preneuse devra déposer à ses frais et sans délai tout coffrage, agencement, décoration, plaques, enseignes, installations 
quelconques dont l'enlèvement sera utile ou nécessaire pour l'exécution de tous travaux notamment la ravalement, la recherche 
ou la réparation de fuites, fissures, infiltrations ou incendie. 

        3) Assurances, Impositions, Charges de Ville et de Police :
                a) Assurances contre divers risques - interdiction

La preneuse devra souscrire (et en justifier à la bailleresse) avec effet dès le jour son entrée en jouissance une assurance dite de 
TOUS RISQUES couvrant notamment : les risques d'incendie et d'explosion pour son matériel, son mobilier commercial, ses 
installations spécifiques, ses marchandises et matières premières : elle s'assurera encore contre les risques locatifs, les recours 
des voisins, le vol à une Compagnie française ayant son siège sur le territoire métropolitain. Elle maintiendra constamment cette 
assurance multiple pendant la durée du bail, en supportera les primes à échéance exacte et en justifiera à la bailleresse à première 
demande de cette dernière. 

                b) Interdiction de dépôt et de détention 

Il ne pourra être dépose ou détenu dans les lieux loués d'objets ou de matières quelconques explosives ou particulièrement 
inflammables de par leur nature.

                b) Charges de Ville et Police

La société preneuse devra supporter les charges de ville et de police de toute nature auxquelles quelles son exploitation est tenu 
et ce à la décharge de la bailleresse. Il en sera de même pour les charges de voirie 

                c) Impositions

La Société preneuse acquittera exactement les contributions, impositions et taxes afférentes aux locaux loués et à la nature de 
l'exploitation de OLD AMERICA ; elle paiera la contribution anciennement dénommée PATENTE sous sa nouvelle 
dénomination et structure et celles qui seraient prescrites dans l'avenirs. 

Elle devra faire face à toutes impositions dont la bailleresse pourrait devenir en tout ou en partie responsable à quelque titre que 
ce soit. Elle en justifiera à toute réquisition et obligatoirement sans demande préalable lors de l'expiration du bail de quelque 
manière qu'elle intervienne, à son terme ou par anticipation. 

Il est rappelé que la preneuse remboursera à la bailleresse impôts, contributions et taxes récupérables de plein droit par la loi ou 
qui viendraient à être créés par la suite. 

L'impôt foncier est et demeurera à la charge de la bailleresse. 

        4) Garnissement, Exploitation continue, Cession, Sous-location :

                a) Garnissement.

Pendant toute la durée du présent bail, la Société preneuse devra garnir et tenir garnis les lieux loués de matériel, mobilier 
commercial, appareils, installations, et stock de marchandises et de matières premières, en quantité et valeur suffisantes pour 
répondre en tout temps de paiement des loyers en principal et accessoires et de l'exécution des conditions du présent bail. 

                b) Exploitation continue.

De même la preneuse devra assurer une exploitation commerciale continue et s'abstenir de fermer son Etablissement quelles que 
soient les circonstances (sauf s'il s'agit d'une rénovation intérieure des locaux). La fermeture, en dehors de la période consacrée 
aux vacances annuelles ou des jours de fermeture hebdomadaire, ou les jours fériés, constituerait un manquement de nature à 
provoquer la résiliation du bail, s'il plaît à la bailleresse l'exiger, mais seulement un mois après commandement de mettre fin à 
l'inexécution de la présent clause. 

                c) Sous -location

La preneuse ne pourra consentir aucune sous-location de tout ou partie des lieux loués, fut-ce à titre essentiellement précaire, 
provisoire, à l'essai, fut-ce à titre gratuit. 

La mise en gérance libre dans le cadre de la loi du 10 Mars 1956 (et non pas autrement) n'est pas considéré comme constituant 
une sous-location.

                d) Cession de bail

Elle ne pourra céder aucunement ses droits au présent bail sinon à l'acquéreur de son fonds de commerce et seulement en 
restant garante et répondante vis-à-vis de la bailleresse, de son successeur pour l'exécution des conditions du bail. Le ou les 
cessionnaires devront complémentairement prendre un "engagement direct" envers la société bailleresse. 

Toute cession de bail répondra aux exigences que précèdent devra, à peine de nullité être régularisée soit par acte authentique 
devant notaire à Paris ou du ressort de la Chambre Interdépartementale, soit par acte sous signatures privées et seulement en la 
présence de la bailleresse ou elle dûment appelée dix jours à l'avance et par lettre recommandée avec avis de réception. Enfin, 
une copie exécutoire de l'acte de cession, si elle a lieu par-devant notaire, ou un original enregistré s'il s'agit de sous seings 
privés, devra être remis à la bailleresse (sans frais pour elle) dans le mois qui suivre la régularisation de la cession. 
Il y aura toujours solidarité entre la preneuse et tous cessionnaires successifs pour le paiement des loyers et l'exécution du bail. 

        5) Non recours en cas de circonstances exceptionnelles 

Dans le cas où, pour vices de construction, reculement, etc. ... en y comprenant toutes causes prévisibles ou non notamment les 
conséquences provenant d'un état d'hostilités extérieures (guerre) ou d'évènements nationaux incontrôlés et tous autres cas 
fortuits indépendants de la volonté 

de la bailleresse, la preneuse ne pourra réclamer aucune indemnité à la société propriétaire des locaux faisant l'objet du présent 
bail pour troubles de jouissance et d'exercice d'activité. 

En cas d'expropriation pour cause d'utilité publique, la preneuse ou ses cessionnaires n'auront de recours et d'action réparatrice 
que l'autorité expropriante et nulle autre. 

        6) Obligations diverses

La preneuse sera tenue :

        - d'informer immédiatement la bailleresse de tout sinistre ou dégradation s'étant produit dans les lieux, quand bien 
        même il n'en résulterait aucun dégât apparent sous peine d'être personnellement tenu de rembourser le montant 
        de ce sinistre et d'être responsable vis-à-vis d'elle ou de quiconque de défait de déclaration en temps utile a la 
        compagnie d'Assurances.

        - de ne pas brancher d'appareils à gaz ou à mazout sur les conduits qui n'ont pas été faits à cet usage. 

        - de faire réviser et de prendre un abonnement d'entretien pour tout appareil à gaz ou électrique. 

        - de ne pouvoir placer aucun objet ou étalage fixe ou mobile à l'extérieur des lieux loués. 

        - de faire ramoner les conduits a fumée en cas d'utilisation au moins une fois l'an. 

        - de ne pas encombrer les parties communes de l'immeuble.

        - Accepter dès maintenant, dans le cas où le BAILLEUR désirerait vendre son immeuble de laisser visiter les lieux 
        loués par toute personne nantie d'une autorisation du propriétaire ou de son mandataire. 

        - A ne pas faire supporter aux planchers une charge supérieure à leur résistance, telles que prévue aux normes en 
        vigueur, sous peine de réparations à ses frais, et de dommages-intérêts éventuels, en cas de doute, à s'assurer de 
        cette limite de charges auprès du BAILLEUR de ou de l'Architecte de ce dernier, mais en tout état de cause, aux 
        frais du PRENEUR.

        - A n'utiliser aucun haut-parleur ou autre moyen de diffusion susceptible d'être entendu hors des lieux loués. A 
        n'utiliser également, aucun appareil électrique ou autre perturbateur des auditions radiotéléphoniques ou de la 
        télévision, sans avoir muni lesdits appareils des dispositions permettant d'éviter tous troubles dans la voisinage. 

        - A prendre toutes mesures utiles pour empêcher toute gêne, notamment par bruits excessifs ou odeurs 
        désagréables : à s'abstenir de jeter ou de laisser jeter des produits corrosifs dans les égouts ou fosses ou 
        pouvant boucher les canalisations.

        - A ne poser, à ses frais que des plaques ou enseignes dont l'emplacement le type et les dimensions sont
        autorisés par le règlement de copropriété. 

        - A n'exiger du BAILLEUR aucune indemnité, ni diminution de loyer pour toute interruption dans les services de 
        l'immeuble et, notamment, s'ils existent, ceux de la ventilation, de chauffage central, de téléphone et de télex ou 
        autres, ni pour tous accidents ou tous dégâts qui pourraient survenir dans les lieux loués par suite de rupture de 
        canalisations de gaz, d'eau, d'électricité, ou de chauffage central, renonçant des à présent, à exercer toutes 
        actions de ce chef contre le BAILLEUR.

        - A veiller à ce que la tranquillité et la bonne tenue de l'ensemble immobilier ne soient troublées en aucune 
        manière, par son fait ou celui de son personnel, ou de ses visiteurs ; il devra abstenir de tout ce qui pourrait nuire 
        à l'activité des autres locataires. 

        - L'immeuble dont dépendent les locaux loués étant soumis au statut de la copropriété, le PRENEUR s'engage à 
        respecter les clauses, charges et conditions du règlement de copropriété de l'ensemble immobilier qu'il déclare 
        bien connaître pour en avoir reçu un exemplaire. 

        - Tout abus de jouissance pourra entraîner la résiliation des présentes, même si cet abus n'a été que provisoire et 
        de courte durée ; en outre, le PRENEUR devra rembourser au BAILLEUR toute somme que ce dernier aura eu à 
        verser du fait du trouble de jouissance du PRENEUR.
        - A exercer lui-même les actions contre les auteurs de troubles. 

       - A se conformer scrupuleusement aux prescriptions, règlements et ordonnances en vigueur, notamment, en ce 
       qui concerne la voirie, la salubrité, la sécurité, la police, l'inspection du travail, de façon que le BAILLEUR ne soit 
       jamais inquiété ni recherché à ce sujet. 

Obligation de la bailleresse :

De son côté la bailleresse s'oblige à tenir les lieux clos et couverts dans le cadre de la loi et de l'usage. 

II - CONDITIONS PARTICULIERES :

Si, en dépit de toutes les précautions prises et retenues tant par la bailleresse que la preneuse, en vertu du présent acte, des 
difficultés survenaient avec les copropriétaires de l'immeuble du fait du preneur, soit directement, soit par et sur l'initiative du 
syndic en fonction et que soient mises indistinctement en cause tant la société bailleresse que la société preneuse cette dernière 
s'engage dès maintenant à en supporter les conséquences de toute nature ; c'est-à-dire honoraires, les frais, ceux de justice
compris, pourvu toutefois qu'aucune faute lourde ne puisse être reprochée à la bailleresse elle-même. 

La bailleresse appuiera la position de la preneuse.

Ce qui vient d'être explicité assez sommairement constitue une condition essentielle et déterminante des présentes, sans laquelle 
rien n'eut été conclu et arrêté entre las parties. 

Les conditions générales et particulières insérées dans le présent bail ne pourront jamais être considérées comme "de style". 
Elles formeront la loi des parties. Ces dernières respecteront d'évidence les dispositions du décret n o 53.960 du 30 Septembre
1953 consacré au statut des baux commerciaux, artisanaux et industriels, ainsi que les textes subséquents qui l'ont complété ou 
modifié. 

Une tolérance, quelle qu'elle soit, ne pourra jamais être considérée comme dérogatoire aux présentes. Le bailleur pourra y mettre 
fin sans le moindre préavis ni respecter quelque formalisme que ce soit. 

                                                                 LOYER

Le présent bail est consenti et accepté moyennant un loyer annuel en principal de DEUX CENT QUARANTE MILLE FRANCS 
(240.000 Frs) - (écrit à la main) Etant précisé la bailleresse accorde un franchise de loyer jusqu'au 31 mai 92. 

En sus , la preneuse devra supporter et acquitter :

        - la portion de charges ordinaires de copropriété afférents aux lots faisant l'objet des présentes, mais à l'exclusion 
        des dépenses de ravalement, de toiture, de gros-oeuvre, fixée forfaitairement et d'un commun accord à six pour 
        cent (6%) du loyer de base.

        - Lequel loyer, en principal et accessoire, M. BOBROWSKI oblige la société qu'il représente à payer à terme échu, 
        aux époques ordinaires de l'année, soit : le Premier Janvier, Premier Avril, Premier Juillet et Premier Octobre de 
        l'année et pour la première fois, prorata temporis le PREMIER JUILLET MIL NEUF CENT QUATRE VINGT 
        DOUZE.

Il est expressément convenu : 

        1) que tout paiement devra être effectué soit dans les lieux loués, soit au domicile de Mr (illisible), ès nom et 
        qualités, soit par versement direct a la banque désignée par la bailleresse ; qu'il sera nécessairement effectué au 
        moyen de cheques ou de virements et non pas autrement.

        2) qu'en cas de retard à paiement excédant quinze jours sera exigé le versement d'une astreinte de dix pour cent 
        (10%) du loyer en principal, condition débattue préalablement à la conclusion des présentes. Cette astreinte ne 
        fera d'ailleurs pas obstacle à la clause de résiliation que suivre. 

       3) qu'à défaut de paiement d'un seul terme de loyer à son échéance au d'exécution d'une seule des conditions du 
       présent bail, celui-ci sera résilié de plein droit si bon semble à la bailleresse un mois après commandement de 
       payer ou sommation d'exécuter restés sans effet en rappelant les termes de la présente clause et l'intention d'en 
       user et ce par la simple expiration du délai ci-dessus indiqué, sans qu'il soit besoin de remplir aucune formalité 
       judiciaire et sans que l'offre ultérieure de payer ou d'exécuter puisse arrêter l'effet de la présent clause. 

        4) qu'en cas de difficultés de la part de la preneuse ou de ses cessionnaires, l'expulsion sera poursuivie par 
        simple ordonnance de référé, la preneuse dûment appelée. 

        5) que dans le cas de résiliation pour l'une des causes ci-dessus prévues, la somme versée à la bailleresse à titre 
        de dépôt de garantie lui restera acquise en tant qu'indemnité spéciale, sans préjudice de droits à tous dommages-
        intérêts et au paiement de tous loyers dûs et échus, tant en principal qu'en accessoires. 
REVISION DE LOYER :

La loyer pourra être révisé à l'expiration de chaque période triennale et pour la première fois le TRENTE AVRIL MIL NEUF CENT 
QUATRE VINGT QUINZE (30/4/95) pour les trois ans alors à courir. 

Les charges resteront à 6 % du prix du bail révisé. 

Cette révision aura lieu dans les conditions de forme, de délai et de la manière définies par la loi alors en vigueur en matière de 
baux commerciaux.

DEPOT DE GARANTIE :

Monsieur (illisible) au nom de la société bailleresse reconnaît que cette dernière est en possession d'une somme totale de CENT 
VINGT MILLE FRANCS (120.000 Frs) à titre de dépôt de garantie de la bonne et du paiement des loyers. 

Cette somme correspond à SIX MOIS de loyer en principal. Elle restera aux mains de la bailleresse jusqu'à expiration du bail ; de 
convention expresse la somme précitée ne produira pas d'intérêts, et devra toujours représenter six mois de loyer. 

                                                                FRAIS

Les frais, droits et honoraires des présentes et ceux qui en seront la suite et la conséquence directes seront supportés par la 
preneuse qui s'y engage.

Enregistrement :

Enregistrement est requis par les parties contractantes.

(illisible)

                                                       ELECTION DE DOMICILE

Pour l'exécution des présentes et de leurs suites, domicile est élu, savoir : 

Par la bailleresse

au domicile personnel du gérant. 

Par la preneuse

dans les lieux loués. 

                                                         TAXES ET DROITS

Le bailleur désirant opter pour l'assujettissement dudit loyer à la T.V.A. en application de l'article 260 - 2 o du Code Général des 
Impôts, le loyer ci-dessus indiqué sera majoré de la T.V.A. au taux en vigueur. 

                                                         REMISE DE PIECES

La preneuse reconnaît avoir reçu de la bailleresse : 
- un plan du rez-de-chaussée de l'immeuble 
- un plan du sous-sol de l'immeuble
- un extrait du règlement de copropriété de l'immeuble concernant la destination de l'immeuble et l'usage de ses parties. 

FAIT A PARIS, le 11 mai 1992 MIL NEUF CENT QUATRE VINGT DOUZE.

Ont signé : 

                                                                                                 (écrit à la main) (illisible) SCI Bercis 
                                                                                                                                Le Gérant 
                                                                                                                                 (illisible)

                                                        AVENANT DE BAIL

ENTRE LES SOUSSIGNES :

La S.C.I. BERCIS Société Civile Immobilière au capital de Vingt Mille francs dont le siège social est (illisible) Allée des Genêts, 
représentée par son Gérant Monsieur Bernard (illisible). 

                                                                                                                     LE BAILLEUR

ET

La Société OLD AMERICA SARL au capital de cinquante mille francs, en cours de formation dont le siège social est à Paris 48 
Rue des Francs Bourgeois, représentée par son gérant Monsieur Claude BOBROWSKI. 

                                                                                                                      LE PRENEUR

ONT CONVENU CE QUI SUIT :

D'un commun accord, ils ont convenu de modifier le bail consenti par la SCI BERGIS à la Société OLD AMERICA le onze Mai 
1992 concernant les locaux situés 48 Rue des Francs Bourgeois : 

1- La Société OLD AMERICA pourra exercer dans les locaux l'activité déjà prévue au bail et tous commerces sauf alimentaires et 
de nuisances.

2- Le loyer sera porté à vingt et un mille francs à compter du 1er juin 1993. 

3- Le loyer sera soumis au droit au bail de 2,50 % et à la moitié de la taxe additionnelle (1,25%). 

                                                                                                        Fait à Paris, le 17 Mai 1995 
                                                                                                                            (illisible)

Lu et approuve
SCI Bercis
Le gérant 
(illisible)

                                          RENOUVELLEMENT DE BAIL COMMERCIAL

Entre les soussignés 

- S.C.I. BERCIS, Société Civile Immobilière au Capital de 3.048 Euros, 98 centimes (20.000 Francs), ayant son siège social à 
SEIGNOSSE (40510), 25 Avenue des Genêts, représentée pour son Gérant : 
Monsieur Bernard LARROCHE

                                                                                                                          d'une part

- Société NICKEL, Société Anonyme au Capital de 137,204 Euros, 11 centimes (900.000Francs), immatriculée au Registre de 
Commerce de NANTERRE, sous le N o : B 403.884.109, ayant son siège social à ASNIERES (92600), 107 Quai du Dr Dervaux, 
représentée pour son P.D.G: 
Monsieur Philippe DUMONT

                                                                                                                        d'autre part.

Il a été convenu d'un commun accord de renouveler le bail commercial en date du 11 Mai 1992, consenti par la S.C.I. BERCIS à la 
S.A.R.L. OLD AMERICA, aux droits de laquelle se trouve la Sté NICKEL en vertu d'une cession, en date du 16 Février 1996 
régulièrement consentie, acceptée, enregistrée et signifiée. 

Le Bail en cause concerne les locaux commerciaux dépendant du l'immeuble sis: 
48, Rue des Francs-Bourgeois, à PARIS 3 ème 

Ceci exposé, la S.C.I. BERCIS renouvelle au profit de la Sté NICKEL le bail des locaux 
48, Rue des Francs-Bourgeois, à PARIS 3 ème ,

pour une durée de 9 années entières et consécutives, à compter jusqu'au 1 er Juillet 2002, et ce jusqu'au 30 Juin 2011, avec
faculté pour la Sté NICKEL de le dénoncer à l'issue de chaque période triennale. 

Ce renouvellement a lieu aux mêmes charges et conditions que le bail précédent que la Sté NICKEL, de par son représentant, 
déclare fort bien connaître, les accepter et dispenser de les reproduire ici. 

Les dites charges et conditions du bail précédent, avec les stipulations des présentes, forment un tout indivisible et constituent 
une condition essentielle et déterminante du renouvellement sans laquelle rien n'eût été conclu et arrêté entre les soussignés. 

                                                               LOYER
Le présent renouvellement est consenti et accepté moyennant une loyer annuel en principal de: 
Quarante trois mille sept cent huit Euros (43.708 Euros)
payable par quart les premiers Janvier - Avril - Juillet et Octobre de l'année, et pour la première fois le 1er Octobre 2002. 
Avec rappel des conventions du bail précédent: 

- qu'en cas de retard de paiement excédant quinze jours, sera exigé le paiement d'une astreinte de dix pour cent du loyer. 

- qu'à défaut du paiement d'un seul terme de loyer à son échéance ou d'exécution d'une seule des conditions du bail, celui-ci
sera résilié de plein droit trente jours après commandement de payer ou sommation d'exécuter, resté sans effet. 

- que les charges restent forfaitairement à 6% du loyer de base, comme lors du bail précédent. 

- qu'en cas de résiliation du bail par faute de la Sté NICKEL ou non-paiement du loyer, le montant du dépôt de garantie - à titre 
de clause pénale - restera acquis à la Sté BERCIS à titre d'indemnité spéciale, outre tous dommages et intérêts. 

- que le loyer sera révisable à l'expiration de chaque période triennale et pour la première fois: le 1er Juillet 2005. 

                                                                                       DEPOT DE GARANTIE

A titre de dépôt de garantie, la Sté NICKEL versera           3.560 Euros 
qui, avec la somme de                                                            18.294 Euros 
                                                                                                  -------------------
formera celle totale de                                                            21.854 Euros 

Montant du dépôt de garantie en la possession de S.C.I. BERCIS 

Comme stipulé au bail précédent, cette somme restera entre les mains de la bailleresse jusqu'à la fin du bail, pour répondre de la 
bonne exécution de ce dernier et du paiements des loyers. Cette somme ne produira pas d'intérêts et devra toujours représenter 
six mois de loyer.

                                                                                    ELECTION DE DOMICILE

Chacune des parties fait élection de domicile en son siège social précisé en tête des présentes. 

Fait en double exemplaire

à ASNIERES 

L'an deux mille deux

Le (écrit à la main) 30/05/2002 

S.C.I. BERCIS                                                                                                                              SA NICKEL 
                                                                                                                                       107 Quai du docteur Dervaux 
                                                                                                                                          92600 ASNIERES 92600 
                                                                                                                                    Tél: (illisible) Fax: 01 47 91 74 01 
                                                                                                                                                            (illisible) 
Exhibit 10.110.1

                                                      COMMERCIAL LEASE

                                                              BETWEEN

               - BERCIS REAL ESTATE COMPANY

                                                                AND

               - OLD AMERICA COMPANY - 48 Rue des Francs-Bourgeois, PARIS (75003).

                                                      COMMERCIAL LEASE

BY AND BETWEEN THE UNDERSIGNED:

S.C.I. BERCIS, Real Estate Company with corporate capital of TWENTY THOUSAND FRANCS (20,000 FRF), with corporate
headquarters at (Illegible) represented by its manager, Mr. Bernard (Illegible)

                                                                                  Hereinafter "THE LESSOR", party of the first part,

AND

OLD AMERICA, COMPANY, S.A.R.L. with corporate capital of FIFTY THOUSAND FRANCS (50,000 FRF), in the process of
incorporation, with its corporate headquarters located at 48 Rue des Francs Bourgeois in PARIS (75003), represented by its
manager, Mr. Claude BOBROWSKI

                                                                               Hereinafter "THE LESSEE", party of the second part,

WHICH ORDER AND AGREE UPON THE FOLLOWING:

                                                               LEASE

For these presents, the BERCIS real estate company, located (Illegible) represented by Mr. Bernard LARROCHE, ex officio, does
hereby draw up this commercial lease and gives the lease, for its benefit, to the company, OLD AMERICA, S.A.R.L., the party of
the second part, said lease being expressly accepted by Mr. Claude BOBROWSKI, acting in the capacity referred to above, for
the following:

A lighted shop on the street situated on the ground floor, to the left of the entry hall, (handwritten) a locale situated in a
basement accessible by an interior staircase.

- A vault in the basement, bearing No. 23 on the blueprint,

- A vault in the basement, bearing No. 27 on the blueprint,

These locales make up parcels 3 - 66 and 70 of the building division attached to the agreement of the co-proprietorship.

Therefore, and moreover, the aforementioned locales exist, continue, and comprise the space with no necessity of establishing
fuller designation of it herein, Mr. Claude BOBROWSKI, ex officio, states that he is very familiar with the property due to having
seen and visited it on different occasions for the sake of these presents, and states to have understood the circumstances,
advantages and disadvantages which the property offers.

                                                    DURATION OF THE LEASE

This lease is hereby authorized for the term of nine full and consecutive years, which shall commence on the first of May,
nineteen hundred and ninety-two (05/01/1992) and shall end on the thirtieth of April, two thousand and one (04/30/2001), but
with the option solely of Lessee to break the lease at the expiration of each three year period and for the first time on April
thirtieth, nineteen hundred ninety-five (04/30/1995) and only on condition of notifying the Lessor of its intentions in this regard,
at least six months in advance by registered letter with return receipt requested or by way of a bailiff from the Ministry of
Justice.

                                                           CONDITIONS

This lease is authorized under the following responsibilities and conditions, both general and special, that the Lessee
commits to carry out and fulfill without the possibility of invoking reasons of exemption and on penalty of taking responsibility
for all costs and damage and interests in the event of breach, without prejudice to rescission if so desired by the Lessor.

I - GENERAL CONDITIONS:
        1) Conditions for Occupation

               a) Allocation of the locales:

The rented locales shall serve for the operation of a store dedicated to the sale of ANTIQUES, DECORATIONS, GIFTS, TOYS,
AND MANUFACTURED GOODS FROM THE UNITED STATES.

within the framework of the corporate purpose of the Lessee company while keeping in strict compliance with the purpose of
the building, for professional use, and to the restrictions imposed by Regulation on the joint proprietors of the domicile.

               b) Tranquility of the Building

The Lessee must continually take care that: neither itself, through the careful management of its administrative staff, nor its
personnel, nor the customers, visitors, nor suppliers, disturb the order, peace and tranquility of the building, by causing
"disturbances of the right of usufruct" to any of the occupants or neighbors of the building.

The Lessee may use in moderation and with discernment, the machinery, equipment and any other items necessary to its
commercial activity, except for those which, by virtue of the noise, vibration, odor or other nuisance produced, might be likely to
cause any inconvenience or harm to others.

       2) Regarding the rented locales

               a) State of the rented locales - Work - Repairs - Maintenance, etc. ...

The Lessee will take possession of the rented locales in their current state and will restore, at the end of its right of usufruct, in
any way in which it is involved, all tenant repairs and maintenance to good condition and to the specifications of their purpose
and housing.

The Lessee may not require at this time, nor at any time during the lease, any work or repairs, notwithstanding articles 1,719 and
1,720 of the Civil Code.

The Lessee must repair or alter the staircase connecting the ground floor to the basement, as well as the gas or electrical
installations.

The Lessee must consistently maintain the locales rented in good condition with repairs or maintenance provided by the tenant.

The Lessor's Company shall not have any responsibility other than the major repairs cited in Article 606 of the Civil code,
concerning the building and not those relating to the interior of the rented locales (ceiling, floors).

               b) Changes in Layout

Any change of layout involving the large walls, the beams and floors must be the object of prior written authorization from the
Lessor; work that is authorized must be carried out under supervision of the Architect appointed by the Lessor, whose
Architectural fees and consultations shall be incumbent upon the Lessee.

               c) Changes - Embellishments - Installations - Ultimate Purpose.

At the time of departure, the Lessee shall leave in place all changes, embellishments and installations that may have been added
by the Lessee (within the framework of these presents) and may not require compensation or any reduction in rent during the
last quarter, from this administration. The Lessee shall likewise leave all existing or remaining installations without deterioration,
as they were: electricity, sanitary facilities, and: ...

Moreover, the Lessor reserves the right to require that the locales be returned to their original state.

               d) Supervisory Building Visits

The Lessor and its authorized representatives may freely enter and visit the rented locales, to make an accounting of the state of
maintenance of the locales and in order to check if installations are running properly; no opposition to the Lessor's visits to the
locales on a business day may be made, as long as they occur within the hours of 9:00 AM and 6:00 PM.

               b) Work within the Building

The Lessee must support, without seeking compensation or a reduction in the rent, any work that the Lessor or managing agent
of the co-proprietor deems must be carried out within the building, no matter what the duration of said work might be, provided
however that the execution of this work takes place with sufficient swiftness and continuity, except in cases of indisputable
force majeure.

The Lessee must present, together with the cost, and without delay, all formwork, layout, decoration, plaques, signs, and
installations the removal of which would be useful or necessary for the execution of all work in particular for remodeling,
investigation, or repairs of leaks, cracks, smoke infiltrations or fire.

        3) Insurance, Taxation, City and Police Service Charges:

               a) Risk Insurance - Prohibitions

The Lessee must purchase an insurance policy, (and must provide verifiable evidence to the Lessor) to take effect on the day
possession is taken, to cover ALL RISKS, and covering in particular: risk of explosion and fire hazard covering the Lessor's
materials, business furniture, specific installations, goods and raw materials: the Lessee shall be insured against tenant's risks as
well as against legal recourse from neighbors, theft committed by a French Company having its seat in the metropolitan
territory. The Lessee shall maintain coverage of this multiple insurance consistently during the term of the lease, paying the
premiums exactly upon their due date and must provide evidence of same to the Lessor at the first request for the latter.

               b) Storage and Holding Prohibitions

Objects or materials of an explosive or particularly flammable nature may not be stored or held in the rented locales.

               c) City and Police Service Charges

The company of the Lessee must pay all city and police service charges of any operational nature held and discharged from the
Lessor. The same will be expected for the charges for garbage collection.

               d) Taxation

The Company of the Lessee must pay all contributions, taxes and levies related to the rented locales and to the nature of the
operation of OLD AMERICA; it must pay the contribution that in the past was called TRADE TAX, under its new name and
structure and those which may be handed down in the future.

The Lessee must be responsible for payment of all taxes for which the Lessor might become fully or in part responsible for
whatever concept that might be. The Lessee shall provide proof of all requisitions and without prior notice shall pay at the
scheduled time of the expiration of the lease in any manner in which it has been involved, at its term or in advance.

It must be remembered that the Lessee must repay to the Lessor all levies, contributions and taxes automatically recoverable by
the law or any that may be created thereafter.

Property tax is and shall remain the responsibility of the Lessor.

        4) Furnishings, Continual Operation, Transfers, Sublease:

               a) Furnishings.

During the term of the present lease, the company of the Lessee must furnish and maintain furnished the locales rented with
materials, business furniture, equipment, installations, and an inventory of merchandise and raw materials, in sufficient quantity
and value to cover at all times the payment of the rent and incidental expenses and the fulfillment of the conditions of the
present lease.

               b) Continual Operation.

In the same way, the Lessee must ensure continual business operation and must abstain from closing its Establishment no
matter what the circumstances may be (except for cases of interior renovation of the locales). Closing, apart from the period
devoted to annual holidays or on days of weekly closing, or on public holidays, would constitute a breach of contract that
would likely cause the cancellation of the lease, if it so pleases the Lessor to require this, but only after one month has passed
following the issuance of an order to end the non-fulfillment of this clause.

               c) Sublease

The Lessee may not authorize any sublease in whole or in part of the rented locales, be it on a purely tenuous, provisional
basis, as an experiment, or on a non-paid basis.

A franchise management setting within the framework of the law dated March 10, 1956 (and not otherwise) is not regarded as
constituting a sublease.

               d) Transfer of Lease

The Lessee may in no manner transfer its rights in the present lease unless it is to the purchaser of his business and only while
remaining guarantor and shall answer to the Lessor, for its successor in the fulfillment of the conditions of the lease. Those, to
whom the business will be transferred, must also enter into a "directly binding agreement" with the company of the Lessor.
Any transfer of lease must fulfill the requirements of the preceding lease, under penalty of nullity and should be legalized
though an authentic act before a Notary Public, in Paris or under the jurisdiction of the Interdepartmental Office, whether it be
by a privately signed act and only in the presence of the Lessor or by having the Lessor duly summoned ten days in advance
and by registered letter with notice of receipt. Lastly, an executorial copy of the instrument of transfer, if it has taken place
before a Notary Public, or a recorded original if dealing with a private signed instrument, must be delivered to the Lessor (at no
cost) within one month following the legalization of the transfer.

Solidarity must continue to exist between the Lessee and all successive assignees regarding the payment of rents and
fulfillment of the lease.

       5) No recourse may be sought in the event of exceptional circumstances

In the case where, due to defects of construction, setbacks, etc ... to include all foreseeable causes or in particular, no
consequences coming from a state of external hostilities (war) or uncontrollable national events and any other fortuitous
occurrences beyond the control

of the Lessor, the Lessee may not claim right to compensation from the locales' proprietor's company using the present lease to
cite disturbances of the right of usufruct and of activity.

In the event of expropriation for use by the public sector, the Lessee or its assignees shall retain recourse and reparations only
from the expropriating authority and none other.

       6) Miscellaneous Obligations

The Lessee shall be obligated to:

       - Immediately inform the Lessor of any damage or deterioration happening in the locales, even when it is not the
       result of any apparent damage and under penalty of being personally held responsible to repay the amount
       spent due to said damage and to be responsible due to his failure to notify the Insurance Company in a timely
       fashion of the aforesaid damage.

       - Refrain from connecting gas or fuel oil equipment to pipelines that were not made for this use.

       - Check and pay for regular maintenance on all gas or electric appliances/equipment.

       - Refrain from placing any object or fixed or mobile window display outside the rented places.

       - Clean the chimney if it is used at least once a year.

       - Refrain from obstructing the common areas of the building.

       - Accept, at this moment, to allow visitation of the rented locales by any person holding an authorization from
       the owner or his agent, in the event that the LESSOR wishes to sell his building.

       - Refrain from placing anything on the floors weighing more than they were designed to support (load
       resistance), in accordance with current law in force, under penalty of making necessary repairs at the LESSEE'S
       expenses, and of being held responsible for damages and interests. In case of any doubt, make sure to ascertain
       the correct load limit by approaching the LESSOR or the LESSOR'S Architect, but in any event, all at the expense
       of the LESSEE.

       - Refrain from using loudspeakers or any other means of radio-diffusion likely to be heard emanating from the
       rented locales. Refrain likewise from using any electrical equipment or any other equipment disruptive to radio or
       television broadcasts, without having equipped the aforementioned equipment with provisions that allow the
       avoidance of all unsettling events in the vicinity.

       - Take all measures that are useful in preventing any nuisance, in particular those caused by excessive noises or
       unpleasant odors: Abstain from throwing away or allowing corrosive substances or anything that might clog
       pipes to be thrown in drains or ditches.

       - Hang, at the LESSEE'S expense, only plates or signs of which the placement, the font and the dimensions have
       been authorized to the satisfaction of the joint ownership.

       - Refrain from requiring any compensation, or reduction in rent from the LESSOR for any interruption in the
       services of the building and, in particular, if they exist, those of ventilation, central heating, telephone and telex
       or others, either for any accidents or damage which might occur in the rented locales that may break the gas,
       water, electricity, or central heating lines, waiving at the present moment the pursuit of all actions of this
       headquarters against the LESSOR.

       - Make sure that the peace and order of the building complex are not disrupted in any manner, by the LESSEE'S
       own acts or that of its personnel, or visitors; the LESSEE must abstain from all that might disturb the activity of
        the other tenants.

        - The building where the rented locales are located are subject to the statute on joint ownership, the LESSEE
        shall commit to abide by the clauses, responsibilities and conditions of the joint ownership regulation related to
        the building complex, with which the LESSEE states to be well acquainted due to having received a copy.

        - Any abuse of the right of usufruct may cause the cancellation of these presents, even if this abuse were only
        provisional and of short duration; moreover, the LESSEE must reimburse the LESSOR any amount that this latter
        may have paid due to the disruption of the right of usufruct by the LESSEE.

        - Take action to pursue charges against the perpetrators of the disturbances.

        - Conform scrupulously to the orders, regulations and ordinances in force, in particular, with regard to the
        roadway system, health and safety, the police, and the labor inspector, so that the LESSOR may never be
        bothered or sought after on this subject.

Obligations of the Lessor:

The Lessor commits to maintain the closed and covered areas within the framework of the law and usage.

II - SPECIAL CONDITIONS:

If, in spite of all the precautions taken and complied with by the Lessor as well as by the Lessee,

under the terms of the present act, any difficulties that occur with the joint owners of the building due to acts of the Lessee,
either directly, or by and through a functional initiative of the managing agent

and that are blamed indistinctly on the Lessor's company as well as on the Lessee's company, the latter does hereby agree to
support all consequences of any nature of these;

that is to say, all honoraria, fees, including legal fees, provided however that the burden of the offense cannot be blamed upon
the Lessor itself.

The Lessor shall support the position of the Lessee.

What has been just clarified, albeit summarily, constitutes an essential and determining condition of these presents, without
which nothing may be entered into and ordered between the parties.

The general and special conditions inserted in this lease may never be regarded as "style". They shall make up the law
governing the parties. These shall respect the provisions of decree No. 53,960 dated September 30, 1953, devoted to the statute
governing commercial, artisan and industrial leases, as well as the texts that follow it which have supplemented or modified it.

Sufferance, of any sort, may never be regarded as derogatory to these presents. The Lessor may terminate without notice and
shall neither abide by any formality, whatever it may be.

                                                                RENT

This lease is authorized and accepted in return for an annual principal rental amount of TWO HUNDRED FORTY THOUSAND
FRANCS (240,000 FRF) - (handwritten) It should be pointed out that the Lessor must draw up a franchise rent on May 31, '92.

In addition , the Lessee must support and pay:

- the portion of ordinary joint ownership charges related to the parcels that are the subject of these presents, but at the
exclusion of expenditures for remodeling, roof work, and structural work, at a fixed contracted rate and by mutual agreement at
six percent (6%) of the base rent.

- Mr. BOBROWSKI hereby does commits the company he represents to pay this rent, both its principal payment and incidental
expenses, at the expiration of the term, at the ordinary annual time periods, that is to say: January First, April First, July First and
October First annually and for the first time, prorata temporis, JULY FIRST, NINETEEN HUNDRED AND NINETY-TWO.

It is expressly agreed:

1) that all payments must be made either in the rented locales, or at the residence of Mr. (Illegible) ex officio, or by direct
payment to the bank indicated by the Lessor and must be accomplished by means of checks or wire transfers and in no other
form.

2) that in the event of a delay in payment, exceeding fifteen days, the payment of a late fee will be required consisting of ten
percent (10%) of the principal rent amount, which is a condition discussed prior to the conclusion of these presents. This late
fee shall not constitute an obstacle to the termination clause that follows.
3) that in the event of a default in the payment, during a single rental period at its term, in fulfillment of only any one of the
conditions of this lease, this lease shall be cancelled automatically if it so pleases the Lessor, one month after the demand for
payment or summons to enforce has been rendered without effect, recalling the terms of this clause and the intention to enforce
and which must take place by the time the simple expiration of the period indicated above occurs, without the necessity of filing
any legal procedure and without the ability of any eventual offer to pay or fulfill the terms to stop the effect of the present
clause.

4) that in the event of difficulties on the part of the Lessee or its assignees, expulsion will be continued by a simple interim
order, duly summoning the Lessee.

5) that in the case of cancellation for one of the causes above foreseen, the amount paid to the Lessor as a security deposit
shall be retained by the Lessor as a special compensation, without prejudice to the right to claim damages and payment of all
rents due and expired, in the principal amount plus incidentals.

REVISIONS TO THE RENT:

The rent may be revised at the expiration of each three year period and for the first time on APRIL THIRTIETH, NINETEEN
HUNDRED AND NINETY-FIVE (04/30/95) for the next three years to come.

Charges shall remain at 6 % of the price of the revised lease.

This revision will take place within the limits of form, time and the manner defined by law in force at that time governing
commercial leases.

SECURITY DEPOSIT :

Mr. (Illegible), in the name of the Lessor's Company, recognizes that the latter is in possession of a sum totaling ONE
HUNDRED TWENTY THOUSAND FRANCS (120,000 FRF) as a security deposit to insure proper payment of the rent on the
due date.

This amount is equivalent to SIX MONTHS' principal amount of the rent. It will remain in the hands of the Lessor until the
expiration of the lease; by express agreement, the above mentioned amount will not bear interest, and must always represent six
months' rent.

                                                                 FEES

All fees, duties and honoraria incurred by these presents and those that may follow as a direct consequence of same, shall be
the responsibility of the Lessee, who hereby does accept this responsibility.

Registration :

Registration is required by the contracting parties.

(Illegible)

                                                    SELECTION OF DOMICILE

For the execution of these presents and those that may follow, domicile is hereby elected, to wit:

For the Lessor

the private residence of the manager.

For the Lessee

the rented locales.

                                                       TAXES AND DUTIES

The Lessor wishes to opt for the application of the VAT, to which the aforesaid rent shall be subject, in accordance with Article
260 - 2 nd of the General Tax Code, the rent indicated above will be raised by an amount equal to the VAT, at the rate currently in
force.

                                                       RELEASE OF EXHIBITS

The Lessee recognizes having received from the Lessor:
- a layout of the ground floor of the building
- a layout of the basement of the building
- an extract from the building's joint ownership ordinance concerning the purpose of the building and the use of its parts.

EXECUTED IN PARIS,
May 11, 1992 NINETEEN HUNDRED NINETY-TWO.

Signed:

                                                                                                   (handwritten) (Illegible) SCI Bercis
                                                                                                                         The Manager
                                                                                                                              (Illegible)

                                                  AMENDMENT TO THE LEASE

BY AND BETWEEN THE UNDERSIGNED:

S.C.I. BERCIS, Real Estate Company with corporate capital of Twenty Thousand Francs, with corporate headquarters at Allée 
des Genêts, represented by its manager, Mr. Bernard (Illegible) 

                                                                                                                          THE LESSOR

AND

OLD AMERICA, COMPANY, S.A.R.L. with corporate capital of fifty thousand Francs, in the process of incorporation, with its
corporate headquarters located at 48 Rue des Francs Bourgeois in Paris, represented by its manager, Mr. Claude BOBROWSKI.

                                                                                                                          THE LESSEE

AGREE TO THE FOLLOWING:

By mutual agreement, it is agreed to modify the lease authorized by SCI BERGIS for the OLD AMERICA Company on May
eleventh, 1992, regarding the locales located at 48 Rue des Francs Bourgeois:

1- The OLD AMERICA Company may carry on the activity as outlined in the lease in the locales and may do any type of
business not involving food and without causing a nuisance.

2- The rent shall be changed, rising to twenty-one thousand Francs beginning on June 1, 1993.

3- The rent shall be subject to a lease fee of 2.50 % and to half of the additional tax (1,25%).

                                                                                                   Executed in Paris on May 17, 1995

                                                                                                                              (Illegible)

Read and Approved
SCI Bercis
The Manager

(Illegible)

                                              RENEWAL OF COMMERCIAL LEASE

By and between the undersigned:

- S.C.I. BERCIS, Real Estate Company with corporate capital of 3,048 Euros, 98 centimes (20,000 FRF), with corporate
headquarters at SEIGNOSSE (40510), 25 Avenue des Genêts, represented by its manager: 
Mr. Bernard LARROCHE

                                                                                                                  party of the first part

- The NICKEL Company , a Corporation with Capital of 137,204 Euros, 11 centimes (900,000 Francs), and registered with the
Business Register of NANTERRE, under No.: B 403,884,109, corporate headquarters in ASNIERES (92600), at 107 Quai du Dr
Dervaux, represented by its Managing Director:
Mr. Philippe DUMONT

                                                                                                             party of the second part.

By mutual agreement, the commercial lease dated May 11, 1992, shall be renewed, authorized by the S.C.I. BERCIS for the
S.A.R.L. OLD AMERICA, the rights of which the NICKEL Co., under the terms of a transfer, has, on February 16, 1996,
consistently agreed to, accepted, recorded and implied.

The Lease in question relates to the commercial locales in the building located at:
    48 Rue des Francs-Bourgeois, in PARIS, 3 rd District

Having made this known, S.C.I. BERCIS hereby renews, for the benefit of the NICKEL Co., the lease of the buildings at
    48 Rue des Francs-Bourgeois, in PARIS, 3 rd District,

for the duration of 9 full and consecutive years, beginning on July 1 st , 2002, and until June 30, 2011, with the ability for the
NICKEL Co. to renounce the lease agreement at the end of each three year period.

The same responsibilities and conditions of the preceding lease are in place with this renewal and the NICKEL Co. states,
through its representative, that it is extremely well acquainted with the features to accept and dispense with reproducing them
here.

The aforementioned responsibilities and conditions of the preceding lease, together with the stipulations of these presents,
form an indivisible whole and constitute an essential and determining condition to the renewal, without which nothing may be
entered into and ordered between the parties here undersigned.

                                                                                                      RENT

This renewal is authorized and accepted in return for an annual rent in the principal amount of:
Forty three thousand seven hundred and eight Euros (43,708 Euros)
payable quarterly on the first day of January - April - July and October annually, and for the first time on October 1 st , 2002.

With reiteration of the agreed upon conventions of the preceding lease:

- that in the event of a delay in payment exceeding fifteen days, a late fee in an amount equal to ten percent of the rent.

- that in the absence of the payment of only one term of rent at its term, or in the absence of the fulfillment of any one of the
conditions of the lease, it shall be automatically cancelled thirty days after the demand for payment or summons to enforce, is
rendered without effect.

- that the charges shall remain at a flat rate of 6% of the base rent, as was at the time of the preceding lease.

- that in the event of the cancellation of the lease due to any wrongful act or non-payment of rent by the NICKEL Co., the
security deposit - as a result of the penalty clause, will remain and be acquired by BERCIS Co. as a special compensation, in
addition to all damages and interests.

- that the rent may be revised at the expiration of each three year period and for the first time: on July 1 st , 2005.

                                                                                         SECURITY DEPOSIT

As a security deposit, the NICKEL Co. shall pay                        3,560 Euros 
that, together with the amount of                                                 18,294 Euros 
                                                                                                          -------------------
shall make up the total amount of                                                 21,854 Euros 

Making up the security deposit in possession of S.C.I. BERCIS

As stipulated in the preceding lease, this amount shall remain in the hands of the Lessor until the end of the lease, to assure
proper fulfillment by the latter of the lease and payment of the rent. This money shall not bear interest and must always
represent six months' rent.

                                                                                   SELECTION OF DOMICILE

Each party has chosen its domicile at its corporate headquarters as specified at the beginning of these presents.

Executed in two copies

in ASNIERES

In the year two thousand and two

On (handwritten) 05/30/2002
S.C.I. BERCIS                                                                                                                                             SA NICKEL 
                                                                                                                                                    107 Quai du docteur Dervaux 
                                                                                                                                                                92600 ASNIERES 
                                                                                                                                                Tel: (Illegible) Fax: 01 47 91 74 01 
                                                                                                                                                                        (Illegible) 
Exhibit 10.112

THE LVMH AGREEMENT

THIS AGREEMENT is dated 12 October 2004 and made

BETWEEN

INTER PARFUMS, S.A., a company incorporated under the laws of France, having its principal office at 4,
rond point des Champs-Elysées, 75008 Paris, France ("IPSA"); and 

INTER PARFUMS, INC. a company incorporated under the laws of the State of Delaware, having its principal
office at 551 Fifth Avenue, New York, NY 10176-0198, USA ("IPInc"); and

BURBERRY LIMITED, a company incorporated under the laws of England having its registered office at 18/22
Haymarket London SW1Y 4DQ ("Burberry"); and

LV CAPITAL, USA, INC. a company incorporated under the laws of the State of Delaware ("LV Capital")
Two Park Avenue, Suite 1830, New York, New York 10016, USA; and

PHILIPPE BENACIN of 31 Avenue Kleber 75016 Paris France; and

DANIEL PIETTE of 18, rue François 1er, 75008 Paris France; and 

JEAN CAILLIAU of 18, rue François 1er, 75008 Paris France ; and 

PHILIPPE SANTI of c/o Inter Parfums, S.A., 4-6 Rond Point de Champs-Elysees, 75008 Paris, France ; and

JEAN MADAR of 1 Rue de Mareshal Harispe 75007 Paris France.

In consideration for the payment by Burberry of the sum of ten (10) euros to each of the other parties to this
Agreement, the parties to this Agreement hereby agree as follows:

  

1. Definitions

1.1 In this Agreement the following terms have the following meanings:

" Information "                 means any and all information (in any form) relating to the business or affairs of 
Burberry which is:

                            (A) confidential or secret; or

                            (B) information whose use or disclosure might detrimentally
                            affect Burberry's business, goodwill or other legitimate
                            interests

                            which shall include but not be limited to any and all
                            information concerning:

                            (1) proposed, possible or intended openings or acquisitions
                            of Burberry retail outlets (including departments,
                            concessions, sections or corners in a retail store);

                            (2) proposals or intentions for Burberry to begin supplying
                            any products to any person, firm or company;

                            (3) Burberry's business plans, intentions or objectives;
                           (4) proposed, contemplated or actual changes of Burberry
                           personnel and/or officers;

                           (5) product and/or geographic markets targeted or
                           contemplated by Burberry;

                           (6) proposed or intended brand names of any Burberry
                           product;

                           (7) product development by or on behalf of Burberry;

                           (8) the identity of any proposed or possible licensee of
                           Burberry; and/or

                           (9) the trading performance of Burberry (other than in
                           relation to Licensed Products)

                           but which shall not include:-

                           (i) Permitted Information; or

                           (ii) Information which can be demonstrated by IPSA to
                           have been publicly available (i.e. in the public domain) as at
                           the date of receipt by IPSA or to have become publicly
                           available (i.e. entered the public domain) subsequently other
                           than as a direct or indirect result of any infringement of the
                           Licence Agreement or this Agreement;

" Control" means the power to direct the affairs of another, whether by contract, the ownership of shares, or
otherwise; and " Controls " and " Controlled " shall be construed accordingly;

" Licence Agreement " means the Licence Agreement dated [ ] between Burberry, IPSA and IPInc;

"Licensed Products" means the licensed products as defined in the Licence Agreement;

"LVMH" means LVMH Moet Hennessy Louis Vuitton S.A., a French societe anonyme;

"LVMH Affiliate" means a corporation, entity or person which directly or indirectly Controls or is Controlled
by or is under common Control with LVMH and/or LV Capital;

"LVMH Representatives" means those directors of IPInc from time to time who are Prohibited Persons or
are nominated or appointed by, or who represent, LVMH, LV Capital and/or any LVMH Affiliate; the current
LVMH Representative being Daniel Piette and Jean Cailliau;

"Permitted Information" means:

      (A) any and all financial data relating to IPSA, including but not limited to all accounts; sales figures;
      net sales; quarterly accounts; annual accounts; cost of goods; development costs; marketing,
      promotion and advertising expenses of IPSA and IPSA's projections and forecasts;

      (B) details of any allegations, claims or notices by or to Burberry from time to time (and at any time)
      of any breach of, default under, or cure of such breach or default under the Licence Agreement;

      (C) details of any proposed modifications or amendments to the Licence Agreement from time to
      time (and at any time); and

      (D) such other information as Burberry may from time to time at its absolute discretion agree in
      writing; and
"Prohibited Person" means each of:

      (A) LV Capital;

      (B) LVMH;

      (C) any LVMH Affiliate;

      (D) any person, firm or company who is at the relevant time employed by or a representative,
      advisor, agent, consultant or officer of LV Capital, LVMH and/or any LVMH Affiliate; and

      (E) the LVMH Representatives.

2. Information

2.1 Without prejudice to clause 26 of the Licence Agreement, each of IPInc, IPSA, Philippe Benacin, Jean
Madar and Philippe Santi shall:

      (A) not directly or indirectly disclose (and shall ensure that no person, firm or company will directly
      or indirectly disclose) any Information to any Prohibited Person at any time;

      (B) not use (and will not permit, authorise or enable any person, firm or company to use) any
      Information for any purpose other than the proper performance of the Licence Agreement by IPSA;
      and

      (C) ensure that:

             (1) all the directors of IPSA;

             (2) all the directors of IPInc; and

             (3) everyone working at or for IPSA or IPInc in relation to the Licensed Products
             and/or Burberry from time to time

             is aware of the obligations contained in this Paragraph 2.1 and shall comply with them
             at all times as if they were each individually a party to this Agreement,

             provided that Information may be disclosed to any Prohibited Person if and to the
             extent required by any applicable legal or regulatory requirement, but only if IPSA or
             IPInc first notifies Burberry promptly of the nature and extent of (and reason for) the
             required disclosure and gives Burberry reasonable opportunity to object and/or to
             obtain an appropriate order or confidentiality agreement.

2.2 No LVMH Representative nor any other Prohibited Person shall, and each of IPInc, IPSA, Philippe
Benacin, Jean Madar and Philippe Santi shall procure that no Prohibited Person shall:

      (A) attend any meetings with Burberry (nor any of Burberry's employees, officers and/or agents)
      relating directly or indirectly to the Licence Agreement or any of the Licensed Products; nor

      (B) attend any meetings or participate in discussions if and to the extent that they relate to the
      operation of the Licence Agreement,

      without Burberry's prior Withitten consent; but either or both of the LVMH Representatives may
      attend any meeting and/or participate in any discussion to the extent that Permitted Information is
      discussed or disclosed, provided that no other issues concerning the operation of the Licence
      Agreement shall be discussed at that meeting in the presence (whether physical, audible or
      electronic) or with the participation of either or both of the LVMH Representatives.

2.3 IPSA, IPInc, Philippe Benacin and Jean Madar will ensure that:
      (A) all issues concerning the proper day to day performance of the Licence Agreement by IPSA
      (including design, product development, marketing, promotion, advertising etc) will be dealt with by
      IPSA alone and (save for the disclosure and discussion of Permitted Information) without reference
      to IPInc;

      (B) all issues relating to Burberry and/or the Licence Agreement which (subject to Paragraphs 2.1
      and 2.3(A) above) are reported back or referred to IPInc by IPSA (except for Permitted
      Information) shall be handled exclusively by a committee of IPInc executives, which shall not include
      either of the LVMH Representatives or any other Prohibited Person; and

      (C) no member of that committee shall report or disclose (or permit the disclosure of) any
      Information to any Prohibited Person.

2.4 Without prejudice to Paragraphs 2.1 to 2.3 above, if (despite those Paragraphs) any Information is disclosed
to or obtained by either of the LVMH Representatives, neither of the LVMH Representatives shall disclose that
information to any other Prohibited Person (including but not limited to the other LVMH Representatives), nor
use it (nor permit it to be used) for any purpose other than the proper performance by IPInc and/or IPSA of its
obligations under the Licence Agreement or any other purpose which is essential in order to perform the fiduciary
duties of the LVMH Representatives as directors of IPInc.

2.5 Each of IPInc, IPSA, Philippe Benacin and each of the LVMH Representatives shall execute and deliver to
Burberry within 30 days after the end of each calendar year a certificate of compliance substantially in the form
set out in the schedule to this Agreement and it shall be a material breach of this Agreement if:

      (A) any of them has not issued such a certificate within that time period and fails to do so within 30
      days after Burberry has notified IPInc and IPSA in writing of that failure; and/or

      (B) any such certificate is false or misleading in any material respect.

3. Board Representation on IPSA

3.1 IPInc, Philippe Benacin and Jean Madar shall ensure that:

      (A) no Prohibited Person shall appoint or nominate or seek to appoint or nominate (directly or
      indirectly) any director or officer of IPSA; and

      (B) no Prohibited Person, nor any employee, officer, agent or representative of any Prohibited
      Person, will become a director or officer of IPSA, unless they do so as part of a bona fide
      acquisition by IPSA of the business of an LVMH Affiliate and on completion of that acquisition the
      relevant person ceases to be an employee, officer, agent or representative of the LVMH Affiliate
      and becomes a full time officer or employee of IPSA.

      provided that this Paragraph 3.1 shall not limit the performance by the LVMH Representatives of
      their fiduciary duties as directors of IPInc.

3.2 LV Capital shall not appoint or seek to appoint or nominate (directly or indirectly) any director or officer of
IPSA; and

3.3 No LVMH Representative shall be appointed or serve as a director or officer of IPSA.

4. Notice

4.1 Any notice to be given under this Agreement shall be in writing and shall be deemed sufficiently given to the
party to be served if it is:

      (A) delivered by hand; or

      (B) sent by courier provided the service used is such that sender receives a receipt indicating
      successful delivery,
       to the following addresses:

       Burberry: St. Albans House, 10 St. Albans Street, London SW1Y 4SQ, United Kingdom

       IPSA: 4, rond point des Champs Elysees, 75008 Paris, France

       IPInc: 551 Fifth Avenue, New York, NY 10176 USA.

       Philippe Benacin/and or Philippe Santi: c/o IPSA at the address given above

       Jean Madar/and or LVMH Representative: c/o IPInc at the address given above

       or to such other address(es) as may be notified from time to time in accordance with this
       Agreement.

5. General Provisions

5.1 The rights and remedies contained in this Agreement are cumulative and not exclusive of any other rights or
remedies, whether provided by law, equity or otherwise.

5.2 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and
(other than the Licence Agreement) supersedes all prior agreements and understandings (both oral and written)
between the parties with respect to the subject matter of this Agreement.

5.3 Nothing in this Agreement shall constitute or be deemed to constituted a partnership between the parties or to
make one party the agent of another for any purposes.

5.4 Each party represents and warrants to the other parties that it has the full right, power and authority to enter
into this Agreement and to perform all of its obligations under it.

5.5 No amendments to or modifications of any of the provisions of this Agreement shall be effective unless they
are in writing and signed by the parties (if they are individuals or their duly authorised representatives (if they are
companies).

5.6 No forbearance, indulgence or relaxation shown or granted by Burberry to any other party in enforcing any
of the terms of this Agreement shall in any way affect, diminish, restrict, operate as or be deemed to be a waiver
of any breach of any of those terms by any other party. No single or partial excuse of any right or remedy under
this Agreement shall prevent any further exercise of the right to remedy or the exercise of any other right or
remedy.

5.7 Each party shall bear its own costs in relation to the negotiation and preparation of this Agreement.

5.8 This Agreement shall be subject to and construed in accordance with English law. The English Courts shall
(subject as mentioned below) have exclusive jurisdiction to determine any disputes which may arise out of, under,
or in connection with this Agreement, provided that nothing contained in this Agreement shall prevent Burberry
from obtaining any injunctive or other similar relief which may be available to it in the Courts of any other
jurisdiction or state in any particular case and the other parties each submit to the jurisdiction of any such court. It
is acknowledged that damages would not be an adequate remedy for a breach of this Agreement.

5.9 This Agreement may be executed in any number of counterparts, each of which when executed shall be an
original, but all the counterparts shall constitute one and the same instrument.

IN WITNESS WHEREOF THE DULY AUTHORISED REPRESENTATIVES OF THE PARTIES HAVE
EXECUTED THIS AGREEMENT ON THE DAY FIRST BEFORE WRITTEN.

SIGNED for and on behalf of
BURBERRY LIMITED by:
Signature:
Name:
Title:

  

SIGNED for and on behalf of
INTER PARFUMS, S.A. by:
Signature:
Name:
Title:

  

SIGNED for and on behalf of
INTER PARFUMS, INC. by:
Signature:
Name:
Title:

  

SIGNED for and on behalf of
LV CAPITAL, USA, INC by:
Signature:
Name:
Title:

  

SIGNED by JEAN MADAR
Signature:

  

SIGNED by PHILIPPE BENACIN
Signature:

  

SIGNED by PHILIPPE SANTI
Signature:

  

SIGNED by DANIEL PIETTE
Signature:

  

SIGNED by JEAN CAILLIAU
Signature:

  

                                    SCHEDULE

                              Certificate of Compliance

                                 To: Burberry Limited
18-22 The Haymarket
London SW1Y 4DQ

FAO: General Counsel

                                                                                                                               Dated [ ... ] 20[ ... ]

                                                      CERTIFICATE OF COMPLIANCE

1.I/We refer to the Confidentiality Agreement dated [ ... ] 2004 between Burberry Ltd, Inter Parfums, S.A., Inter
Parfums, Inc., Philippe Benacin, Jean Madar, Philippe Santi, Daniel Piette, Jean Cailliau and LV Capital, USA,
Inc (the " Confidentiality Agreement ").

2.I/We hereby certify and confirm to Burberry Limited that all the provisions of Paragraph 3 of the Confidentiality
Agreement were complied with in full during the year.

3. I/We are fully aware of the consequences if this certificate is false or misleading in any material respect.

                                                                                     

[For individuals]                                                                                       [For Inter Parfums S.A./Inc.] 

Signed by:                                                                                                   Signed by: 

Name:...................................................                                                     
Name:...................................................

                                              Title:...................................................... 

Signature:..............................................                                                     
Signature:..............................................

                                                                                                                            Duly authorised for and on 
behalf of

                                                                                                                            INTER PARFUMS 
SA/INC

in the presence of:

Name of witness:........................................
...............................................................
Address of witness......................................
................................................................
Occupation of witness...................................
Signature of witness.......................................
Exhibit 10.113

                                           INDEMNITY AGREEMENT

    THIS INDEMNITY AGREEMENT (this " Agreement ") is made as of 12 October, 2004, by and among
Inter Parfums, Inc., a company incorporated under the laws of the State of Delaware, United States ("
Guarantor "), Inter Parfums, S.A., a company incorporated under the laws of France (" Licensee "), and
Burberry Limited, a company incorporated under the laws of England (" Licensor ").

                                               W I T N E S S E T H:

        A. WHEREAS , Licensor, Licensee and Guarantor are parties to a certain Licence Agreement of even
date herewith (the " Licence Agreement ") pursuant to which, inter alia, Licensor has granted Licensee a license
(the " Licence ") and appointed Licensee, and Licensee has accepted such appointment, as its exclusive licensee
for the development, production, manufacture, marketing, distribution and sale of certain products;

        B. WHEREAS , Guarantor has informed Licensor that, after careful and good faith review of the relevant
portions of the H-S-R Act (as such term is defined below), the implementing regulations and government staff
interpretations thereof, and the details of the transactions under the Licence Agreement, it does not intend to file a
notification (a " U.S. Premerger Notification ") with the United States Federal Trade Commission and Antitrust
Division of the United States Department of Justice under Section 7A of the Clayton Act (the " H-S-R Act ") in
connection with the execution, delivery and performance of the Licence Agreement; and

        C. WHEREAS , it is a condition to Licensor's entering into the Licence Agreement that each of the parties
enter into this Agreement, pursuant to which, among other things, Licensee and Guarantor will indemnify and hold
harmless Licensor and its related parties from any liabilities related to the decision not to file a U.S. Premerger
Notification under the H-S-R Act, irrespective of Licensor's investigation.

    NOW, THEREFORE , in consideration of the mutual covenants and agreements of the parties, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:

        1. Representations and Warranties of Licensee and Guarantor . As a material inducement to the Licensor
entering into this Agreement and the Licence Agreement, each of Licensee and Guarantor, jointly and severally,
makes the following representations and warranties to Licensor:

            (a) Authority . Each such party has the full legal right and power required to enter into, execute and
deliver this Agreement and to perform such party's obligations hereunder. The transactions contemplated by this
Agreement have been duly authorized by any necessary action on the part of such party.

            (b) Binding Obligations . This Agreement has been duly executed and delivered by such party and
constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

            (c) No Conflicts . Except to the extent that any such conflict or violation would not have a material
adverse effect upon such party's ability to perform its obligations under this Agreement, neither the execution,
delivery nor performance by such party of this Agreement shall conflict with, result in any breach of or constitute
a default (or an event which, with the giving of notice or passage of time, or both, would constitute a default)
under, any term or provision of any governing document of such party, or any material agreement, order, decree
or other material instrument to which such party is party or by which it is bound, or violate any provision of any
law, rule or regulation applicable to such party of any regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over such party or its properties, and no consent, license,
approval or authorization from, or registration or declaration with, any governmental body, agency or authority,
nor any consent, approval, waiver or notification of any creditor or lessor is required in connection with the
execution, delivery and performance by such party of this Agreement, except such as have been obtained and are
in full force and effect.

            (d) H-S-R Act .

               (i) The Guarantor, directly or indirectly, (A) holds 50% or more of the outstanding voting 
       securities of the Licensee, (B) has the right to 50% or more of the profits of the Licensee and 50%
       or more of the assets of the Licensee in the event of dissolution, or (C) has the contractual power
       presently to designate 50% or more of the directors of the Licensee or individuals exercising similar
       functions;

               (ii) No person or entity, other than the Guarantor, (A) holds 50% or more of the outstanding 
       voting securities of the Licensee, (B) has the right to 50% or more of the profits of the Licensee or
       50% or more of the assets of the Licensee in the event of dissolution, or (C) has the contractual
       power presently to designate 50% or more of the directors of the Licensee or individuals exercising
       similar functions;

               (iii) No person or entity (A) holds 50% or more of the outstanding voting securities of the 
       Guarantor, (B) has the right to 50% or more of the profits of the Guarantor or 50% or more of the
       assets of the Guarantor in the event of dissolution, or (C) has the contractual power presently to
       designate 50% or more of the directors of the Guarantor or individuals exercising similar functions;

               (iv) Pursuant to Volume 16 of the United States Code of Federal Regulations, Part 801.10(c)
       (3), the board of directors (or similar body) of the Guarantor or its delegatee has, within the 60
       calendar days immediately preceding the date of the Licence Agreement, determined in good faith
       that the fair market value of the assets located in the United States that the Licensee will acquire and
       hold after execution of the Licence Agreement does not exceed US$50 million;

               (v) The Guarantor and its Affiliates have not (A) within the 180 days immediately preceding 
       the date of the Licence Agreement, acquired or entered into any agreement to acquire from the
       Burberry Group any assets other than those set forth in the Licence Agreement, or (B) acquired
       voting securities of any member of the Burberry Group; and

               (vi) As a result of the good faith, fair market valuation by the Guarantor of the assets Licensee 
       will acquire and hold after execution of the Licence Agreement, the Guarantor has determined not to
       file a U.S. Premerger Notification.

        2. Representations and Warranties of Licensor. Licensor hereby makes the following representations and
warranties to Licensee and Guarantor:

            (a) Authority . Licensor has the full legal right and power required to enter into, execute and deliver this
Agreement and to perform its obligations hereunder. The transactions contemplated by this Agreement have been
duly authorized by any necessary action on the part of Licensor.

            (b) Binding Obligations . This Agreement has been duly executed and delivered by Licensor and
constitutes a legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its
terms.

            (c) No Conflicts . Except to the extent that any such conflict or violation would not have a material
adverse effect upon Licensor's ability to perform its obligations under this Agreement, neither the execution,
delivery nor performance by Licensor of this Agreement shall conflict with, result in any breach of or constitute a
default (or an event which, with the giving of notice or passage of time, or both, would constitute a default) under,
any term or provision of any governing document of Licensor, or any material agreement, order, decree or other
material instrument to which Licensor is party or by which it is bound, or violate any provision of any law, rule or
regulation applicable to Licensor of any regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over Licensor or its properties, and no consent, license, approval or
authorization from, or registration or declaration with, any governmental body, agency or authority, nor any
consent, approval, waiver or notification of any creditor or lessor is required in connection with the execution,
delivery and performance by Licensor of this Agreement, except such as have been obtained and are in full force
and effect.

        3. Indemnification . Each of the Licensee and the Guarantor, jointly and severally, on its own behalf and on
behalf of its successors, and assigns (collectively, the " Indemnifying Parties " and each individually, an "
Indemnifying Party ") agrees to defend, indemnify and hold the Licensor, its Affiliates and direct and indirect
partners (including partners of partners and stockholders and members of partners), members, stockholders,
directors, officers, employees, agents and representatives, and each person who controls any of them
(collectively, the " Indemnified Parties " and, individually, an " Indemnified Party ") harmless from and against
any and all damages, liabilities, losses, claims, diminution in value, obligations, liens, assessments, judgments,
taxes, fines, penalties, reasonable costs and expenses (including, without limitation, reasonable fees of counsel),
as the same are incurred, of any kind or nature whatsoever (including, without limitation, all amounts paid in
investigation, defense or settlement of the foregoing, all consequential damages, and all amounts paid in enforcing
any of the provisions of this Agreement) (" Losses ") which may be sustained or suffered by any such
Indemnified Party based upon, arising out of, or by reason of (a) any breach of any representation, warranty or
covenant made by the Licensee or the Guarantor in this Agreement and (b) the fact that the Guarantor and/or the
Licensor (or their Affiliates) did not file a U.S. Premerger Notification in connection with the execution, delivery
and performance of the License Agreement.

        4. General Provisions .

            (a) Indemnifying Party Acknowledgment . The Indemnifying Parties acknowledge and agree that the
Licensor has relied and is relying, regardless of its own investigation or its knowledge that they are or might not
be true, upon the representations, warranties and covenants contained in this Agreement in determining whether
or not to file a U.S. Premerger Notification. The Indemnifying Parties further acknowledge and agree that were it
not for the indemnification provisions contained in Section 3 above, Licensor would not have executed and
delivered the Licence Agreement.

            (b) Survival . This Agreement shall be deemed to be continuing in nature and shall remain in full force and
effect and shall survive the execution, delivery and performance of the Licence Agreement and the exercise of any
remedy, from time to time, hereunder by any Indemnified Party.

            (c) Rights Cumulative; Payments . An Indemnified Party's rights under this Agreement shall be in addition
to, and shall not be limited to, all rights thereof under the Licence Agreement.

            (d) Entire Agreement; Amendment and Waiver; Severability . This Agreement contains the entire
agreement between the parties respecting the matters herein set forth and supersedes all prior agreements,
whether written or oral, between the parties respecting such matters. Any amendments or modifications hereto,
and any waiver of a provision herein contained, in order to be effective, shall be in writing and executed by the
parties hereto, or in the case of a waiver, by the party against whom such waiver is to be enforced. A
determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or
validity of any other provision, and any determination that the application of any provision of this Agreement to
any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.

            (e) Remedies . The parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached.
It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any
other remedy to which they are entitled hereunder.

            (f) Governing Law; Binding Effect; Waiver of Acceptance . This Agreement shall be governed by and
construed, and the rights and obligations of the parties hereto shall be determined, in accordance with the laws of
the State of New York. This Agreement shall bind the Indemnifying Parties and their respective successors and
assigns and shall inure to the benefit of the Indemnified Parties and their respective successors and assigns.
Notwithstanding the foregoing, no Indemnifying Party shall assign any of its rights or obligations under this
Agreement without the prior written consent of the Licensor.

            (g) Notices . Any notices, consents, waivers or other communications required or permitted to be given
under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt,
when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party); or (iii) one business day after
deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be:

              Burberry: St. Albans House, 10 St. Albans Street, London SW1Y 4SQ, United
              Kingdom, Attn: Authorised Business Representative, with a copy to Authorised Legal
              Representative;

              Licensee: 4, rond point des Champs Elysees, 75008 Paris, France, Attn: Mr. Philippe
              Benacin; and

              Guarantor: 551 Fifth Avenue, New York, NY 10176 USA, Attn: Mr. Jean Madar;

or to such other address(es) as may be notified from time to time in accordance with this Agreement.

            (h) No Waiver; Time of Essence; Business Day . The failure of any party hereto to enforce any right or
remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give
rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations
hereunder. Any waiver of such right or remedy must be in writing and signed by the party to be bound. This
Agreement is subject to enforcement at law or in equity, including actions for damages or specific performance.
Time is of the essence hereof. The term "business day" as used herein shall mean a weekday, Monday through
Friday, except a legal holiday or a day on which banking institutions in the State of New York, United States, are
authorized by law to be closed.

            (i) Captions for Convenience . The captions and headings of the sections and paragraphs of this
Agreement are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

            (j) Consent to Jurisdiction; Service of Process . The parties by this Agreement agree that any action, suit
or proceeding brought with respect to this Agreement may be brought in the state courts or the federal courts of
the United States located in New York, New York or Delaware, or the federal courts of the District of
Columbia, in respect of the interpretation and enforcement of the provisions of this Agreement and by this
Agreement waive, and agree not to assert, any defense in any action, suit or proceeding for the interpretation or
enforcement of this Agreement that they are not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in such courts or that this Agreement may not be enforced in or by such courts or
that their property is exempt or immune from execution, that the suit, action or proceeding is brought in an
inconvenient forum, or that the venue of the suit, action or proceeding is improper. Service of process with
respect thereto may be made upon any party by mailing a copy thereof by registered or certified mail, postage
prepaid, to such party at its address as provided in Section 4(g) above.

            (k) Counterparts . This Agreement may be executed in any number of counterparts, each of which shall
be effective only upon delivery (of a facsimile or an original) and upon such delivery shall be deemed an original,
and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had
signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of
this Agreement without impairing the legal effect of any signatures thereon and may be attached to another
counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature
pages. A signature received via facsimile and all copies thereof shall have the same force and effect as an original
signature.

            (l) Capitalized Terms . Capitalized terms used herein and not defined shall have the meanings set forth in
the Licence Agreement.

IN WITNESS WHEREOF, each of the parties has duly executed this Indemnity Agreement as of the day and
year first above written.

LICENSOR:
BURBERRY LIMITED
By: /s/ Rose Marie Bravo
Name Rose Marie Bravo
Title: Chief Executive

LICENSEE:
INTER PARFUMS, S.A.
By: /s/ Philippe Benacin
Name: Philippe Benacin
Title: PDG

GUARANTOR:
INTER PARFUMS, INC.
By: /s/ Jean Madar
Name Jean Madar
Title: CEO

/s/ Philippe Benacin
President
              EXCISED VERSION OF EXHIBIT 10.139

EXHIBIT 10.139: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.139 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                    LICENSE AGREEMENT

                           BETWEEN

                   MONTBLANC-SIMPLO GMBH

                             AND

                       INTER PARFUMS SA

  
                          Page 1 of 52
                                                                         


CONTENTS                                                            PAGE
                                                                      
1.      DEFINITIONS                                                     4
2.      LICENSE                                                         6
3.      COMPENSATION TO LICENSOR                                        7
4.      PRODUCTS AND QUALITY CONTROL                                   10
5.      ADVERTISING, MARKETING AND SALES PROMOTION                     13
6.      DISTRIBUTION                                                   16
7.      TERM AND TERMINATION                                           18
8.      TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS              21
9.      EXCLUSIVITY                                                    25
10.     PRODUCT LIABILITY                                              26
11.     CONFIDENTIALITY                                                26
12.     NOTICES                                                        28
13.     ASSIGNMENT                                                     29
14.     ENTIRE AGREEMENT, MODIFICATION                                 29
15.     APPLICABLE LAW, JURISDICTION                                   29
16.     REMEDIES, NO WAIVER                                            30
17.     SEVERABILITY                                                   30
18.     SECTION HEADINGS                                               30
19.      FORCE MAJEURE                                                 30

Annex A         Trademarks
Annex B         Quality Criteria
Annex C         Form of Royalty Report
Annex D         Selective Distribution Criteria
Annex E         Annual Marketing Plan
Annex F         KEY MARKETS
Annex G         CSR Code and Code of Ethics
Annex H         A&P expenses report
Annex I         Draft Termination Agreement

  
                                                  Page 2 of 52
                                                                                                         


                                       LICENSE AGREEMENT

                                              BETWEEN

MONTBLANC-SIMPLO GMBH
a company incorporated under the laws of Germany, having its registered office at Hellgrundweg 100, 22525
Hamburg, Germany

represented by Mr. Lutz BETHGE, its Managing Director, and Mr. Roland A. HOEKZEMA, its EVP Finance
& Services - CFO, each duly empowered

                                                                   hereinafter referred to as “LICENSOR” 

                                                 AND

INTER PARFUMS SA
a company incorporated under the laws of France, registered under RCS Paris B 350 219 382, having its 
registered offices at 4 Rond-point des Champs-Elysées 75008 Paris, France, 

Represented by Mr. Philippe BENACIN, Président Directeur Général, duly empowered. 

                                                                     hereafter referred to as “LICENSEE” 

PREAMBLE

A.     WHEREAS, LICENSOR and/or its RELATED COMPANIES (as hereinafter defined) are the owners
       of the TRADEMARKS (as hereinafter defined) and), the tradename “Montblanc”  (hereinafter
       “TRADENAME”), and the goodwill and reputation associated with them and designs, manufactures,
       distributes and sells under the TRADEMARKS luxury goods, in particular high quality watches,
       jewellery, writing instruments leather goods and accessories.

B.     WHEREAS, LICENSOR has the right to grant the exclusive right to use the TRADEMARKS and the
       TRADENAME in connection with the marketing of luxury fragrance and cosmetic products throughout
       the world in accordance with the terms and conditions of this AGREEMENT and to grant a license for
       the use of the TRADEMARKS as provided herein.

C.     WHEREAS, LICENSEE desires to obtain the right to use the TRADEMARKS and the TRADENAME
       on and in connection with the development, manufacture and sale of the PRODUCTS (as hereinafter
       defined) throughout the world in accordance with the terms and conditions of this AGREEMENT.

D.     WHEREAS, LICENSOR is willing to grant LICENSEE the right to use the TRADEMARKS and the
       TRADENAME on and/or in connection with the manufacture and sale of the PRODUCTS (as
       hereinafter defined) throughout the TERRITORY on the terms and conditions hereinafter provided.

  
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E.      LICENSEE is informed of the current licence agreement for Products under the Trademarks (both as
        hereinafter defined) with Cosmopolitan Cosmetics GmbH and the parties agree that this Agreement shall
        only enter into force if and when the current licence agreement with Cosmopolitan Cosmetics GmbH will
        have been terminated. It is further agreed by the parties that this Agreement shall not enter into
        force and be null and void if no Termination Agreement (based substantially on the template
                                                                                                       1
        attached as Annex I ) is reached with the current licensee by [_________________ ] with
        effect as per June 30, 2010.

THEREFORE, IN CONSIDERATION OF THE SAID PREMISES AND THE MUTUAL
PROMISES AND COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:

1.      DEFINITIONS

        Unless the context otherwise requires, the following terms shall have the following meanings:

1.1     “AGREEMENT” shall mean this License Agreement including all Annexes and Exhibits hereto, as the
        same may be amended, supplemented or modified in accordance with Section 14 hereof;

1.2     “COMMENCEMENT DATE” shall mean 1 July 2010;

1.3     “CONTRACTUAL YEAR”  shall mean the period commencing on the COMMENCEMENT DATE
        and ending December 31, 2010 and thereafter any subsequent period of twelve months commencing on
                 st                                         st
        January 1 , and ending on the following December 31 ;

1.4     “TRADEMARKS” shall mean the trademarks “Montblanc” and/or other trademarks [including logo /
        star device], as represented and listed in Annex A Part 1 and 2 hereto, together with any further names,
        symbols or marks which the parties may agree to introduce in accordance with the provisions of this
        AGREEMENT for the purpose of applying to the PRODUCTS, and shall include (but not be limited to)
        the various registrations thereof which have been obtained, which are pending, or which may be obtained,
        as are relevant to the PRODUCTS;

1.5     “BOTTLES” shall mean the bottles or other containers (including, but without limitation, tubes, vials, jars,
        caps, etc.) for the PRODUCTS in which the PRODUCTS are sold;

1.6     “FORMULAE”  shall mean the formulae relevant to the PRODUCTS, including but not limited the
        formula of the scent of the PRODUCTS;

1.7     “PRESENTATION” shall mean all trademarks, get-up, designs, advertising, merchandising, point of sale,
        promotional and packaging (including labelling) material appearing upon or used in relation to the
        PRODUCTS;


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1.8    “PRODUCTS” shall mean such luxury fragrance for men and women as well as shower gel, body lotion
       and aftershave ancillaries, to the exclusion of any other products, such as but not limited to home
       fragrances, make-up and/or any other cosmetic products as shall be launched in accordance with the
       provisions of this AGREEMENT, that LICENSEE may market, distribute and sell in connection with the
       TRADEMARKS and/or the TRADENAME pursuant to the terms and conditions of this
       AGREEMENT;

       "EXISTING PRODUCTS" shall mean such fragrance products, which are manufactured and distributed
       by LICENSOR's prior licensee (Cosmopolitan Cosmetics GmbH), i.e.:

       Women Fragrances:
       - FEMME DE MONTBLANC
       - FEMME INDIVIDUELLE
       - FEMME INDIVIDUELLE SOUL AND SENSES
       - PRESENCE D’UNE FEMME
       - PRESENCE D'UNE FEMME INTENSE

       Men Fragrances:
       - PRESENCE
       - PRESENCE COOL
       - INDIVIDUEL
       - STARWALKER
       - HOMME EXCEPTIONNEL

1.9    “TECHNICAL INFORMATION” shall mean any and all know-how and retail information in connection
       with, for example, creative and technical input with respect to design, image, corporate identity, brand
       direction, advertising, marketing and promotion (including LICENSOR’S global marketing policy)
       relating to the PRODUCTS;

1.10   “QUALITY CRITERIA” shall mean the quality criteria as outlined in Annex B attached hereto which
       may be amended with both parties’ written agreement (Section 14.2 below) and shall be consistent with
       the prestige of the TRADEMARKS, the TRADENAME and the goodwill and reputation associated with
       them;

1.11   “BEST LOCAL WHOLESALE PRICE” shall, for the purpose of Section 6.5 below mean the lowest
       price of the first sale of the PRODUCTS from LICENSEE or a RELATED COMPANY of LICENSEE
       to any third party which is not a RELATED COMPANY of LICENSEE, may that be a distributor or a
       retailer, in each relevant market;

1.12   “LICENSOR’S OUTLETS” shall mean those shop-in-shops, corners, concessions and free standing
       boutiques (including in duty free zones) which are owned, operated or managed by LICENSOR, by any
       of its RELATED COMPANIES and/or by a third party under the TRADENAME;

1.13   “TERRITORY” shall mean all countries and territories throughout the world, including duty free zones;

  
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1.14   “NET SALES” shall mean the prices invoiced by LICENSEE and any of its RELATED COMPANIES
       on the first sale of PRODUCTS in the ordinary course of business to a non-RELATED COMPANY,
       after deduction of any sales taxes imposed on LICENSEE directly in respect of the PRODUCTS,
       credits, product returns, trade or cash discounts (including year-end discounts), provided that the
       aggregate of such deductions shall not exceed such amount as would be normal business practice in
       relation to the sale of luxury fragrance and grooming products of comparable prestige and price to the
       PRODUCTS. For the avoidance of any doubt, NET SALES shall not include sales of point of sale
       material and/or promotional materials, including but not limited to testers, minis, samples, show cards and
       windows.

1.15   “RELATED COMPANIES” shall mean any parent or subsidiary of any of the parties or any company
       affiliated with or related to any of them or a party or any company under common control with any of
       them;

1.16   “KEY MARKETS” shall mean the territories listed in Annex F .

1.17   “PROJECTED NET SALES” shall mean the projected net sales figure for the PRODUCTS in any
       calendar year as contained in the annual marketing plan relevant for that calendar year ( Annex E );

1.18   “MATERIAL CHANGE” shall mean any change which will be perceptible by the consumer.

2.     LICENSE

2.1    LICENSOR hereby grants LICENSEE an exclusive license to use the TRADEMARKS and/or the
       TRADENAME in connection with the development, manufacture, sale, distribution, advertising,
       merchandising, promotion and marketing of the PRODUCTS in the TERRITORY for the term of the
       AGREEMENT in accordance with the conditions set out below. LICENSEE shall be entitled to use the
       TRADEMARKS set forth in Annex A Part 1 hereto and/or the TRADENAME in connection with other
       trademarks and/or other distinctive or descriptive attributes (words, logos, devices, etc.) but only as
       LICENSOR shall first approve in accordance with Section 4.2 (in particular Section 4.2.2 ) and as set
       forth below. The goodwill generated through the sale of the PRODUCTS shall vest exclusively in
       LICENSOR.

2.2    During the term of this AGREEMENT, LICENSEE shall not be authorised to use the TRADENAME as
       a company, branch or division name, nor on stationery, business cards etc., unless LICENSOR expressly
       authorized such use of the TRADENAME in writing and in advance.

2.3    Subject to section 2.2 above, LICENSEE will inform LICENSOR about the planned incorporation of
       the TRADENAME into the company name of a RELATED COMPANY in good time at the latest four
       weeks before the respective entry in the Commercial Register.

2.4    Subject to section 2.2 above, LICENSOR will, at the request of LICENSEE, co-operate as required in
       the incorporation of the TRADENAME into the company name of a RELATED COMPANY of
       LICENSEE, and supply all necessary declarations or take the necessary actions, the costs of such
       declarations or actions to be reimbursed by LICENSEE.

  
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2.5     Promptly after the expiration or termination of the AGREEMENT, or if there is a sell-off period ( Section
        7.5 below ) promptly after the end of such sell-off period, LICENSEE agrees to procure the change of
        the name of a branch, division or RELATED COMPANY referred to in Sections 2.2 to 2.4 by deleting
        the TRADENAME and ceasing to use and destroying all relevant headed stationary, correspondence or
        other printed material bearing the TRADENAME.

2.6     LICENSEE warrants that any use of the TRADENAME by a branch, division or RELATED
        COMPANY in accordance with the provisions of Section 2.2 above will only be permitted in order to
        enable LICENSEE to perform its obligations in relation to the marketing, sale, development and
        manufacturing of the PRODUCTS under this AGREEMENT, to the exclusion of any other activities, and
        will be subject to that branch, division or RELATED COMPANY complying in all other respects with
        the terms of this AGREEMENT and all applicable local legal requirements relating to its incorporation
        and the conduct of its business.

2.7     Subject to obtaining LICENSOR’S prior written approval and subject to the warranties given in Sections
        10.2 to 10.4 , LICENSEE will be entitled to sell other products which are not PRODUCTS together
        with PRODUCTS, especially in combination packages, marketed under the TRADEMARK, or to give
        away other products as “gift with purchase”  together with the PRODUCTS (hereinafter collectively
        called “OTHER PRODUCTS”). LICENSEE accepts that LICENSOR may withheld its approval based
        on considerations in relation to the image and reputation of the TRADEMARKS and/or the
        TRADENAME and/or based on limitations with respect to the TRADEMARKS and/or the
        TRADENAME and/or should the OTHER PRODUCT be of a company which is in competition with
        LICENSOR’S activity (that is the product category writing instruments, leather goods, watches,
        jewellery, eyewear products).

3.      COMPENSATION TO LICENSOR

3.1     In consideration of the rights granted and the services to be performed by LICENSOR hereunder,
        LICENSEE shall pay to LICENSOR during each CONTRACTUAL YEAR or part thereof in
                                                                2
        accordance with this Section 3 a royalty of [————-] of the NET SALES of all PRODUCTS sold
        in such CONTRACTUAL YEAR. In any event, LICENSEE undertakes to pay to LICENSOR the
        MINIMUM GUARANTEED ROYALTIES set forth under section 3.2 hereunder. For the avoidance of
        doubt, it is expressly accepted and confirmed by the LICENSEE that the aforesaid royalty shall also be
        paid on the NET SALES of PRODUCTS sold to LICENSOR.


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3.2     LICENSEE agrees to pay the following guaranteed minimum royalties to LICENSOR to be paid in (4)
        equal instalments in each CONTRACTUAL YEAR (“CY”) in accordance with Section 3.3 below:

                                  MINIMUM GUARANTEED ROYALTIES

                   Contractual Year                                     Minimum Guaranteed Royalty 
CY 1 Commencement Date to Dec 31 2010                                EUR [———] 3
CY 2 Jan 1 to Dec 31 2011                                                      4
                                                                     EUR [———]
CY 3 Jan 1 to Dec 31 2012                                            EUR [— —— ] 5
CY 4 Jan 1 to Dec 31 2013                                                      6
                                                                     EUR [———]
CY 5 Jan 1 to Dec 31 2014                                            EUR [———] 7
CY 6 Jan 1 to Dec 31 2015                                                      8
                                                                     EUR [———]
CY 7 Jan 1 to Dec 31 2016                                            EUR [———] 9
CY 8 Jan 1 to Dec 31 2017                                                      10
                                                                     EUR [———]
CY 9 Jan 1 to Dec 31 2018                                            EUR [——— ] 11
CY 10 Jan 1 to Dec 31 2019                                                     12
                                                                     EUR [———]
CY 11 Jan 1 to Dec 31 2020                                           EUR [———] 13

        For the avoidance of doubt, the parties confirm that the minimum guaranteed royalties shall be non-
        cumulative on a year-to-year (CONTRACTUAL YEARS) basis.

3.3     LICENSEE shall, for each quarter of each CONTRACTUAL YEAR, pay to LICENSOR the greater of
        the cumulative amount of royalties payable under Section 3.1 above or the cumulative minimum royalties
        due in that CONTRACTUAL YEAR up to that date less any royalties, whether payable under Section
        3.1 or guaranteed minimum royalty payments, already paid in that CONTRACTUAL YEAR. These
                                                 14
        payments will be made within [———-] after the end of each calendar quarter, such quarters ending
        on 31 March, 30 June, 30 September and 31 December in each CONTRACTUAL YEAR. Each
        payment shall be accompanied by a quarterly royalty report in the form as attached as Annex C .


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3.4     In addition to the quarterly royalty reports referred to in Section 3.3 above, LICENSEE shall – if
        requested by LICENSOR promptly after the end of a calendar year – provide to LICENSOR within
                     15
        [ ———-] of the end of each calendar year a global certificate from its internal auditors certifying that
        the volume and value of sales of the PRODUCTS for that calendar year and that the figures contained in
        the quarterly royalty reports for the same calendar year correspond with the entries in the books of
        LICENSEE and where appropriate, any RELATED COMPANY of LICENSEE or any other entity
        under its control and certifying the global deductions from gross sales made to calculate the NET SALES
        figure for the relevant calendar year. The certificate shall also certify that the figures set out in the year-
                                                                                              16
        end rebate referred to in Section 6.5 are true and accurate. Within [———-] from the end of each
        calendar year, LICENSEE will nonetheless provide the LICENSOR with non certified sales reports.
        Additionally, upon request from LICENSOR, LICENSEE shall provide a certificate from its external
        auditors confirming that the volume and value of sales of the PRODUCTS for that calendar year and that
        the figures contained in the quarterly royalty reports reflect the entries in the books of LICENSEE and,
        where appropriate, any RELATED COMPANY of LICENSEE or any other entity under its control and
        certifying the global deductions from gross sales made to calculate the NET SALES figure for the
        relevant calendar.

3.5                                                                                     17
        Failure by LICENSEE to make payment of any royalties within [———-]   after their due date shall
        thereafter incur accrued interest at the basic bank interest rate of Deutsche Bank (Hamburg) plus [ ——
             18
        —-] per annum. Payment shall be applied first against any interest which may have been accrued to the
        date of the payment and any balance against the amount of royalties outstanding.

3.6     All taxes required by law to be withheld or assessed on or with respect to the remittance of royalties by
        LICENSEE or any RELATED COMPANY hereunder shall, if paid by LICENSEE or any related party,
        be deducted from the amount of royalties payable to LICENSOR. LICENSEE shall furnish LICENSOR
        with documentation reflecting the amount and proof of such tax payments.

3.7     All royalties shall be paid in Euro (EUR). The exchange rate of the royalties from foreign currencies to
        Euro shall be calculated according to the average rate of exchange during the last month of the quarter
        being reported as published in the Financial Times under the heading “Exchange Cross Rate” or, in the
        event that the relevant calculations cannot be made as aforesaid, by such other exchange rate calculation
        formula as may be agreed by the parties.

3.8     LICENSEE shall not be obliged to pay royalties on any compensation received from its customers as
        participation on advertising and sales promotion, such as payments for decoration, testers and samples.


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3.9     LICENSEE agrees to keep full and accurate books and records relating to the marketing and the sale of
        the PRODUCTS. LICENSEE agrees that LICENSOR shall have the right to inspect, audit or make
        copies of the books and records of LICENSEE and/or any RELATED COMPANIES of LICENSEE
        relating to the computation and the payment of the royalties due and owing to LICENSOR within [-[-[—
               19                                            20
        ——- after the quarter in question up to [———] times a year at reasonable times and upon no less
                           21                                             22
        than [————] prior notice. This right terminates [———-] after the expiration or termination   of
        this AGREEMENT for whatever reason.

3.10    If a shortfall in the ROYALTIES paid is verified, LICENSEE shall promptly pay to LICENSOR all
                                                                                23
        additional ROYALTIES due. If the shortfall is greater than [ ———-]   of the cumulative amount of
        ROYALTIES paid by LICENSEE for the relevant period, then the LICENSEE shall also pay to
        LICENSOR an amount equal to the reasonable costs and expenses of LICENSOR’S examination
        together with interest calculated in accordance with Section 3.5 above.

4.      PRODUCTS AND QUALITY CONTROL

4.1     The parties shall collaborate in the development process of the PRODUCTS so that the PRODUCTS
        brought to the market will be consistent with the image of LICENSOR and the TRADEMARKS, and in
        conformity with the QUALITY CRITERIA.

        LICENSEE expressly agrees to take LICENSOR’S image and reputation into consideration in the
        development and the manufacturing of the PRODUCTS and ensure that the PRODUCTS will be in
        accordance with LICENSOR’S image and reputation and will not harm or diminish LICENSOR’S
        image and reputation and the goodwill LICENSOR has built up with its other products.

4.2     The parties agree that LICENSOR shall have approval rights with regard to the PRODUCTS over:

                                the concept
                                the scent
                                the name
                                the inner and outer packaging (including but not limited to the bottles, the folding
                                boxes, any other packaging, tubes, vials and jars)

        and any changes made thereto.


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        4.2.1   If LICENSOR does not give its approval of any of LICENSEE’S proposals with regard to the
                concept, the scent or the packaging, it shall give its reasons for such withholding and agrees to
                submit its ideas, input, advice, and suggestions with regard thereto to LICENSEE within [———
                   24
                -] business days after having received such proposal.

        4.2.2                      25
                Within [———-] business days of receipt of LICENSEE’S request for approval of any name
                in accordance with this Section 4.2 , or any trademark and/or any other attribute in accordance
                with Section 2.1 as well as the submission of a completed availability search by LICENSEE in
                accordance with Section 8.16 below, LICENSOR shall notify LICENSEE which names,
                trademarks or attributes it approves or disapproves and shall give its reason for any disapproval.

        4.2.3   In the event of non-approval pursuant to Sub-Sections 4.2.1 and/or 4.2.2 above, LICENSEE
                agrees to take LICENSOR’S comments, ideas, input and advice into consideration and to
                amend or revise its proposal and/or implement LICENSOR’S suggestions and submit the revised
                proposal to LICENSOR for its approval, it being understood that LICENSOR and LICENSEE
                shall use their best endeavours to closely cooperate in order to reach an agreement on the
                PRODUCTS.

        4.2.4                                                                                                    26
                Any proposal submitted to LICENSOR for approval and not disapproved within [———-]
                business days after LICENSOR having received such proposal shall be deemed to have been
                approved.

4.3     LICENSEE shall be responsible for ensuring that the PRODUCTS, the BOTTLES, the FORMULAE
        and the PRESENTATION comply with the agreed designs, models and prototypes and with all relevant
        laws, regulations, specifications and standards in force with respect thereto (in particular US and EU
        import/product regulations) and with all LICENSOR’S reasonable instructions relating to the
        PRODUCTS, in particular, their quality and presentation. LICENSEE will withdraw from the course of
        manufacture and/or storage and not place upon the market any PRODUCTS, which do not comply with
        the QUALITY CRITERIA, whether fully or partly manufactured.

       LICENSEE further agrees and undertakes to maintain the quality of the EXISTING PRODUCTS at their
       current level.

4.4     LICENSEE agrees to use commercially reasonable efforts to develop the sales of the PRODUCTS and
        to launch new PRODUCT lines in the Territory at least in KEY MARKETS, as follows:

                        27
       ·    [ ———- ] : new masculine launch
                    28
       ·    [ ———- ] : New feminine initiative


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                                      29
       ·    Between the [ ———- ]           new launch

4.5     LICENSOR agrees to use its best efforts to ensure that the reputation, image and the goodwill of the
        TRADEMARKS as represented in Annex A Part 1 and/or of the TRADENAME shall retain its present
        standing (as of signing of this AGREEMENT), particularly in connection with other products
        manufactured and/or distributed under the TRADEMARKS and/or the TRADENAME by LICENSOR,
        RELATED COMPANIES of LICENSOR or other licensees, sub-licensees and franchisees of
        LICENSOR.

4.6     LICENSEE will permit LICENSOR or its authorised representative at all reasonable times to enter the
        LICENSEE’S premises where the PRODUCTS are made, stored, distributed or sold, for the purpose of
        inspection thereof. In order to enable LICENSOR to control the quality of the PRODUCTS,
        LICENSEE agrees to submit to LICENSOR after reasonable request random samples (up to [———-]
        30
           items per range of PRODUCTS) free of cost for inspection.

4.7     If LICENSEE uses sub-manufacturers or sub-licensees, in accordance with the terms of this
        AGREEMENT for the manufacture of the PRODUCTS, LICENSEE shall remain liable for ensuring that
        the quality of the PRODUCTS remains in accordance with the QUALITY CRITERIA. LICENSEE shall
        permit or procure that the sub-manufacturer or sub-licensee shall permit the LICENSOR or its
        representative during normal business hours to enter any place of manufacture or storage occupied by or
        used by the sub-manufacturer or the sub-licensee for the purpose of inspection of the PRODUCTS and
        to ensure that the QUALITY CRITERIA are being adhered to. Provisions for this purpose shall be
        incorporated into any sub-manufacturing contract or sub-license granted hereunder. LICENSEE
        undertakes to have executed by any of such sub-manufacturer and sub-licensees a statement
        acknowledging LICENSOR’s intellectual property rights as provided by LICENSOR.

        LICENSEE will use its best efforts to ensure that such suppliers which are branding any of the
        components of the PRODUCTS with any of the TRADEMARKS permit the LICENSOR or its
        representative either alone or together with LICENSEE or its representative within reasonable intervals
        and after reasonable notice during normal business hours to enter any place of manufacture or storage
        occupied or used by such suppliers for the purpose of inspection of the PRODUCTS and to ensure that
        the QUALITY CRITERIA are being adhered to.

4.8     The Parties agree that it is essential that the Products be able to be legally marked with the country of
        origin “Made in France”. For that purpose, LICENSEE undertakes that any and all Products shall be
        manufactured in such a manner as to permit such marking in accordance with country of origin markings
        and regulations and any other relevant regulation in force during the term of this AGREEMENT in the
        Territory.

4.9     LICENSEE is informed that LICENSOR and the Richemont Group have committed to comply with a
        Corporate Responsibility Code and an Ethics Code, which are attached hereto as Annex G .
        LICENSEE undertakes to perform its duties under this Agreement in compliance with the aforesaid
        codes at all times.


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5.      ADVERTISING, MARKETING AND SALES PROMOTION

5.1                                                       31
        LICENSEE shall, by no later than [———-]               in each calendar year, communicate in writing to
                                                                         32
        LICENSOR and follow such communication within [———-] , or within such other period as the
        parties may agree, with a presentation for discussion purposes at LICENSOR’S premises, or at such
        other location as may be agreed, the following:

       (a)      its marketing plan for the following calendar year to include the information set out in Annex E
                hereto, in particular the Projected Net Sales;

       (b)                                                                  33
                its indicative Strategic Plan for the following [ ———-] , such Strategic Plan to include a
                market overview, the Projected Net Sales, LICENSEE’S strategy and marketing objectives, a
                marketing calendar and summary of planned advertising and promotional expenditure, brand
                positioning and pricing; and

       (c)      any new PRODUCT launch plans, if relevant, in accordance with Section 5.3 below.

        LICENSEE undertakes to grow the business (i.e. to increase Net Sales) on yearly basis by at least [—
             34
        ——-] .

5.2     At the time LICENSEE presents its marketing plan in accordance with Section 5.1 (a) above,
        LICENSOR shall present its product marketing plan for the following calendar year.

5.3     The launch plan for each new line of PRODUCTS shall be presented at the relevant marketing proposal
        presentation referred to in Section 5.1 above, or at a separate presentation if agreed by the parties.

                                                                                                            35
        The parties agree that the launch of the first line of PRODUCTS is scheduled for [———-] and
                                               36
        should not occur later than [———-] . Both parties will undertake their best efforts to ensure that
        aforesaid planned launch dates may be met.

        For any new PRODUCT, LICENSEE agrees to provide LICENSOR upon launch time with [———-]
        37
              PRODUCTS free of charge. These PRODUCTS shall be delivered in accordance with
        LICENSOR's instructions.


31
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.31.   
32
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.32.   
33
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.33.   
34
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.34.   
35
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.35.   
36
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.36.   
37
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.37.

  
                                                  Page 13 of 52
                                                                                                                      


                                                                                38
       Furthemore, LICENSOR shall be entitled to receive [———-]     free samples (vials) for each of
       LICENSOR's OUTLETS. In the event that LICENSOR requires additional samples, LICENSOR shall
       be entitled to purchase them at cost price.

5.4     LICENSEE shall be responsible for producing and circulating all advertising and promotional materials in
        the TERRITORY at its costs. LICENSEE agrees to take LICENSOR’S image into consideration in its
        advertising and promotion for the PRODUCTS and to ensure that the advertising and promotion for the
        PRODUCTS will be in accordance with LICENSOR’S image and reputation and will not harm or
        diminish LICENSOR’S image and reputation and the goodwill LICENSOR has built up with its other
        products. LICENSEE further agrees to consult with LICENSOR with regard to advertising and sales
        promotion and to take LICENSOR’S advice into due consideration in order to develop advertising
        which is consistent with the image and reputation of LICENSOR.

5.5     The parties agree that LICENSOR shall have approval rights with regard to the advertising and
        marketing for the PRODUCTS over:

                the “central” marketing materials
                the “central” PR releases
                the “central” advertising material
                major public relation events
                the "central promotion material including Gift with purchase"

        (“central” means the initial core materials that will be sent by LICENSEE to international markets for
        translation and adaptation to local markets. It is thereby understood that there will be no “local” 
        marketing, PR and advertising material other than the translated or to the local needs adapted “central” 
        marketing, PR and advertising material).

        If LICENSOR does not consent to any of LICENSEE’S proposals with regard to the advertising and
        marketing for the PRODUCTS, it shall give its reasons for such withholding and agrees to submit its
                                                                               39
        ideas, input and advice with regard thereto to LICENSEE within [———-] after having received such
        proposal. LICENSEE agrees to take LICENSOR’S comments, ideas, input and advice into
        consideration and amend or revise its proposal and/or implement LICENSOR’S suggestions and submit
        the revised proposal to LICENSOR for approval. LICENSOR and LICENSEE shall use their best
        efforts to reach a final agreement on any advertising and promotion materials in order to be able to
        efficiently support the sales of the PRODUCTS.

5.6     LICENSEE undertakes to spend jointly with its distributors in each calendar year a minimum percentage
        of its PROJECTED NET SALES on advertising and marketing of the PRODUCTS (hereinafter called
        “Advertising and Marketing Expenditure”) as follows:

       -        First Contractual Year (or part thereof)                                   40
                                                                                     [———]
       -        Second Contractual Year                                                    41
                                                                                     [———]


38
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.38.   
39
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.39.   
40
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.40.   
41
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.41.

  
                                                  Page 14 of 52
                                                                                                                       


       -        Third and any subsequent Contractual Year                                                     42
                                                                                              [__________]

        LICENSEE and LICENSOR already agree at the date of signature hereof that the PROJECTED NET
                                                    st                  st
        SALES for the First Contractual Year (July 1 2010 to December 31 , 2010) shall amount to [EUR
                  43
        ———-] . For the Second Contractual Year, the PROJECTED NET SALES shall amount to [EUR
                  44
        ———-] . LICENSOR and LICENSEE agree that the Advertising and Marketing Expenditure shall
                                 45
        increase by at least [5%] per year.

        It is expressly agreed and acknowledged by the LICENSEE that "Above the Line" expenditures as well
        as "Below the Line" expenditures shall count towards the Advertising and Marketing Expenditure agreed
        upon by LICENSEE. "Above the line" expenditures shall include all advertising through mass media
        (magazines, radio, press/print, TV, billboards, web and internet banner ads, cinema) as well as direct
        production costs (agency costs, photographer, buyouts, usage rights, modelling costs); "Below the Line"
        expenditures shall include cooperative advertising (advertising related to the PRODUCTS in magazines
        and store catalogues produced by or on behalf of retailers (such as Marionnaud, Sephora, Saks), show
        cards, windows, dummies, POS displays, testers, demonstration, gift with purchases, other sell-through
        (direct mail, consumer meetings (including costs of independent beauty consultant incurred in respect of
        selling or presenting the PRODUCTS in the point of sale), stand in department stores, public relations
        (including trade shows).

        LICENSEE and LICENSOR agree that the difference between the agreed upon Advertising and
        Marketing Expenditure during any Contractual Year and the amounts effectively spent by LICENSEE in
        such Contractual Year shall be refunded to LICENSOR within 30 calendar days of the end of the
        relevant Contractual Year, unless otherwise agreed upon in writing between the Parties.

        Subject to compliance with the provisions of this AGREEMENT, LICENSEE shall be free to decide
        whether and to what extent the advertising and marketing activities and methods specified in this section
        are to be employed.

5.7     Any use by LICENSEE of LICENSOR's name, trademarks, logos, OUTLETS in any advertising and/or
        promotional material shall be subject to LICENSOR’S prior written approval.

5.8     In case LICENSOR and LICENSEE intend to arrange for public relation statements referring to their
        co-operation they will beforehand consult with each other and harmonise words, pictures and further
        details of the public relation actions and each shall confirm in writing to the other its approval of the final
        format of such statement prior to public release.


42
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.42.   
43
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.43.   
44
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.44.   
45
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.45.

  
                                                   Page 15 of 52
                                                                                                                    


5.9    LICENSOR undertakes to provide LICENSEE with information about and reasonable quantities of
       representative samples of advertising and promotional material used by LICENSOR.

5.10   If requested by LICENSEE, LICENSOR agrees to inform LICENSEE about its actual marketing
       strategies and communication concepts by providing LICENSOR with the relevant Information.
       LICENSEE shall take these strategies into reasonable consideration for the development of the
       advertising and promotion for the PRODUCTS.

5.11   If requested by either party, the parties shall consult with each other from time to time on advertising and
       promotion activities to be implemented jointly and/or together with other licensees, sub-licensees or
       franchisees of LICENSOR.

5.12   LICENSEE shall make available to LICENSOR:

       a quarterly report on the status of its expenditure for advertising, merchandising and promotions, including
       Advertising and Marketing Expenditure; and

       regular evidence of expenditure in relation to advertising, merchandising and promotion for the
       PRODUCTS by providing representative samples of its advertising, public relation releases, etc.

       in the format agreed upon which is attached as Annex H hereto.

5.13   LICENSOR shall be free to use for LICENSOR’S OUTLETS LICENSEE’S advertising and marketing
       materials for the PRODUCTS, subject to the limitations of rights granted by third parties in relation to
       such advertising and marketing materials for the PRODUCTS. To this end, LICENSEE will supply to
       LICENSOR reasonable quantities of aforesaid material, upon request by LICENSOR at BEST
       WHOLESALE PRICE.

6.     DISTRIBUTION

6.1    LICENSEE agrees to distribute the PRODUCTS or have them distributed by its RELATED
       COMPANIES or third party distributors only through selected distribution channels (speciality
       department stores, qualified independent perfumeries, select perfumery chains and travel retail outlets) of
       high standing and compatible with the high quality and high luxury image of the PRODUCTS and the
       TRADEMARKS. Upon request of LICENSOR, LICENSEE will provide LICENSOR with information
       about the names and addresses of its distributors and authorised outlets, and in particular with
       confirmation (respectively, information) in the case of individual outlets that they are (respectively,
       whether they are) supplied by LICENSEE or its authorised distributors.

6.2    LICENSEE shall use its best efforts to ensure that such outlets conform with LICENSOR’S selective
       distribution criteria as set out in Annex D hereto. LICENSOR reserves the right for its representatives to
       visit all outlets supplied by LICENSEE or its authorised distributors in order to ensure that they do so
       conform and, in the event they do not and after being requested by LICENSOR, LICENSEE shall,
       subject to compliance with local laws, use its best efforts that such outlets will no longer be supplied with
       the PRODUCTS.

  
                                                 Page 16 of 52
                                                                                                                       


6.3     LICENSEE agrees to use its best endeavours that all material of whatever nature relevant to the
        TRADENAME or the TRADEMARKS will be promptly removed from any outlet which ceases to sell
        the PRODUCTS. Upon request of LICENSOR, LICENSEE will use its best endeavours to identify the
        source of any material which is still on display in an outlet which is no longer authorized to distribute the
        PRODUCTS.

        Furthermore, LICENSEE undertakes proactively and/or upon request from LICENSOR, to identify the
        source of supplying an unauthorized outlet with PRODUCTS and/or promotional material. In the event
        that such source is identified twice as supplying PRODUCTS and/or promotional material to an
        unauthorized outlet, LICENSEE undertakes not to supply such source any longer with PRODUCTS.

6.4     LICENSEE agrees not to distribute or sell the PRODUCTS though mail order or catalogue sales without
        first obtaining LICENSOR’S prior written consent. LICENSEE further agrees that the marketing,
        distribution or sale of the PRODUCTS through any electronic means such as the Internet shall only be
        authorised for approved retailers which operate a brick-and-mortar outlet fulfilling the criteria as set out in
        Section 6.2 and Annex D hereto, and provided that the use of the Internet is consistent with the hig
        quality and high luxury image of the PRODUCTS and any other criteria as LICENSOR may reasonably
        communicate to LICENSEE from time to time.

6.5     LICENSOR shall be free, in its exclusive discretion, to market and sell the PRODUCTS through
        LICENSOR’S OUTLETS in the TERRITORY, including Franchised Outlets.

6.6     It is agreed that LICENSOR, and any of its RELATED COMPANIES or franchisees, shall order the
        PRODUCTS from LICENSEE, and LICENSEE shall accept, or procure the acceptance of such orders,
        and shall deliver the PRODUCTS to LICENSOR at BEST LOCAL WHOLESALE PRICE minus [—
                 46
        ——-] . LICENSEE shall deliver and invoice LICENSOR's OULETS on a local basis. Royalties shall
        be paid in accordance with the provisions of Section 3 above on sales to LICENSOR, any of its
        RELATED COMPANIES or franchisees in accordance with this Section.

        LICENSOR shall remain free in the TERRITORY to distribute the PRODUCTS in reasonable quantities
        for sales of personnel of the Richemont Group, for business gift purposes (free of charge), and/or for
        promotional purposes.

        Further, LICENSOR shall remain free in the Territory to distribute PRODUCTS in connection with its
        Corporate Gift Business Activities. It is agreed that the term "Corporate Gift Business Activities" shall
        mean sale of MONTBLANC products by LICENSOR, any of its RELATED COMPANIES and/or
        LICENSOR's OUTLETS, whereby the MONTBLANC products are sold to companies and/or legal
        entities which exclusively wish to give the MONTBLANC products as corporate gift or business gift to
        its employees and/or clients, and to the exclusion of any resale by such companies and/or legal entities.

6.7     LICENSEE undertakes to supply PRODUCTS to LICENSOR by such dates as LICENSOR shall
        reasonably notify to LICENSEE in order to meet LICENSOR’S requirements in terms of supply, time-
        table for preparation of brochures, promotional activities, etc.


46
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.46.

  
                                                   Page 17 of 52
                                                                                                                      


7.      TERM AND TERMINATION

7.1     Subject to recital E of the Preamble above, the initial term of this AGREEMENT shall commence on
        the COMMENCEMENT DATE and shall expire on December 31, 2020 (Initial Term), unless renewed
        or sooner terminated as provided below.

7.2     Each party shall be entitled to terminate the AGREEMENT upon written notice to the other, such notice
                                                47                                            48
        to be given on or before [———-] with termination to take effect on [———-]                in the event
                                                                      49
        LICENSEE’S NET SALES for the calendar year of [———-]                 were not sufficient to generate
        royalties in excess of the MINIMUM GUARANTEED ROYALTIES for that period as set out in
        Section 3.2 above.

                                                                                                                50
        The parties agree that they will consult with each other, in good faith, during the period of [———-] ,
        in order to decide whether either or both of them wish to terminate the AGREEMENT as aforesaid. In
        the event that either party should give notice of termination in accordance with this Section 7.2 , it is
        acknowledged that LICENSEE shall not be entitled to any sell-out period in accordance with Section
                                       51
        7.7.2 below after [———-] . LICENSEE shall in all other respects, comply with the terms of this
                                          52
        AGREEMENT until [———-] . During this period, LICENSOR shall be entitled to appoint a new
                                                                     53
        licensee, such appointment to take effect after [———-] , and that new licensee shall, for transitional
        purposes only, be permitted to make itself known as LICENSOR’S future licensee able to do business
                                                                                        54
        and to take customer orders for the PRODUCTS for delivery after [———-]               .

       In any event, the parties agree that after expiration of the Initial Term ( Section 7.1 above), this
                                                                                       55
       AGREEMENT shall automatically be renewed for successive periods of [———-] , unless terminated
                                        56
       by either party with [———-]           prior notice to the end of a CONTRACTUAL YEAR served to the
       other party.


47
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.47.   
48
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.48.   
49
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.49.   
50
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.50.   
51
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.51.   
52
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.52.   
53
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.53.   
54
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.54.   
55
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.55.   
56
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.56.

  
                                                  Page 18 of 52
                                                                                                                        


        The parties expressly agree and confirm that the effectiveness of this Agreement and its entry
        into force shall be subject to the license agreement between LICENSOR and Cosmopolitan
        Cosmetics GmbH being terminated by mutual understanding between the parties thereto (with
        effect no later than the day prior to the COMMENCEMENT DATE of this Agreement) and
        that an agreement between LICENSOR, LICENSEE and Cosmopolitan Cosmetics GmbH
        regarding the termination of the current license, the transition period and the assignment of the
        intellectual property rights relating to the EXISTING PRODUCTS has been signed by all
        parties thereto no later than [———-] 5 7 , based substantially on the draft attached hereto as
        Annex I .

7.3     Each party shall be entitled to terminate the AGREEMENT upon written notice to the other party upon
        the occurrence of any of the following events:

        7.3.1   the other party shall default or fail to make when due any payment due hereunder, and such
                                                                              58
                default or failure shall continue for a period of [———-]           after receipt of notice thereof from
                the other party;

        7.3.2   a material breach of any provision of this AGREEMENT which is not remedied within [ ———-
                  59
                ] of written notice thereof;

        7.3.3   liquidation, insolvency or bankruptcy, suspension of payments, heavy indebtedness or
                discontinuance of business of the other party;

        7.3.4   any of the circumstances referred to in Section 19 below persist for a period of at least [———-
                 60
                ] .

7.4                                                                                      61
        Each party shall be entitled to terminate the AGREEMENT with [———-]   written notice in the event
        of the other party coming under the direct or indirect control (control means to control more than fifty per
        cent of the voting rights which enables this party to exercise effective control) of a direct competitor of the
        party becoming entitled to terminate. For the purpose of the AGREEMENT, competitor of LICENSOR
                                62
        shall mean [———-] and/or any company within one of the aforesaid group of companies from time
        to time. For the avoidance of doubt, in the event of termination pursuant to this Section, LICENSEE shall
                                                                                       63
        not be entitled to any sell-out period after the expiration of the [————]   notice period.

                                                                                       64
        This right of termination has to be executed by a party within [———-]               after that party having been
        informed about any of the aforementioned events.


57
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.57.   
58
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.58.   
59
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.59.   
60
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.60.   
61
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.61.   
62
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.62.   
63
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.63.   
64
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.64.
  
     Page 19 of 52
                                                                                                                      


7.5     Any notice of termination must be given by means of a registered letter sent to the relevant party’s
        address in accordance with the provisions of Section 12 below.

7.6     Upon the expiration or termination of the AGREEMENT:

        7.6.1   LICENSEE shall cease to manufacture the PRODUCTS, the BOTTLES and the
                PRESENTATION;

        7.7.2   provided the termination has not been a result of default of LICENSEE or of notice having been
                given by either party under Sections 7.2 or 7.5 above, LICENSEE shall be entitled to sell off the
                                                                               65
                existing stock of PRODUCTS for a period up to [———-]   following the date of termination
                and to use up the existing materials for the manufacture of the PRODUCTS and to sell off the so-
                produced PRODUCTS within the sell-off period. During the sell-off period LICENSEE shall
                continue to provide quarterly reports and pay royalties on NET SALES, but shall not be obliged
                to pay any minimum royalties. PRODUCTS will not be sold at a discount (other than ordinary
                discounts in the normal course of business) unless LICENSOR’S prior written approval has been
                obtained;

        7.7.3   LICENSEE shall either at the end of the sell-off period referred to in Section 7.7.2 above or, if
                there is no sell-off period, upon expiration or termination of the AGREEMENT, promptly supply
                to LICENSOR an inventory of the PRODUCTS, BOTTLES and PRESENTATION and all
                other materials relevant to manufacture, marketing and distribution of the PRODUCTS, including
                but not limited to bottles, folding-boxes or other containers then in stock, and an inventory of all
                relevant tooling. LICENSOR shall have the right to purchase the inventory at production cost or,
                in case of tooling, at its depreciated value (based on depreciation over five years in accordance
                                                                          66
                with normal accounting principles) within [———-]             after receipt of the inventory; If not
                otherwise agreed between the parties, LICENSOR, if using its option, has to acquire any and all
                of the PRODUCTS, bottles, packaging, semi-finished PRODUCTS and materials, unless
                obsolete, damaged or otherwise un-sellable;

        7.7.4   LICENSEE will return all material relating to the PRODUCTS which is the property of
                LICENSOR promptly following termination or, if relevant, at the end of the sell-off period;

        7.7.5   all rights granted to LICENSEE to use the TRADEMARKS, the TRADENAME, the
                BOTTLES, the PRESENTATION and the FORMULAE shall cease.

7.8     Stocks of PRODUCTS, BOTTLES and PRESENTATION which display the TRADEMARKS and
        any relevant tooling not purchased by LICENSOR and not disposed of during the sell-off period may be
        disposed of in such manner as shall be mutually agreed by the parties or, failing agreement shall be
        destroyed under the supervision of LICENSOR.


65
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.65.   
66
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.66.

  
                                                  Page 20 of 52
                                                                                                                 


7.9    Expiration or termination of this AGREEMENT for any reason shall not affect the rights and obligations
       of the parties accrued up to the date of expiration or termination, but the LICENSEE shall have no right
       to any compensation for the cessation of its rights on expiration or termination hereof in accordance with
       the terms of this AGREEMENT and LICENSEE shall hold the LICENSOR harmless from any such
       claims for compensation or damages which may be made by any distributors or agents or persons, firms
       or companies performing a similar function.

8.     TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS

8.1    LICENSOR guarantees and warrants that it is authorised to use the TRADEMARKS set forth in Annex
       A Part 1 hereto and the TRADENAME for the PRODUCTS and to grant this exclusive license to use
       the TRADEMARKS set forth in Annex A Part 1 hereto and the TRADENAME for the PRODUCTS
       for the purpose of this AGREEMENT.

8.2    Subject to this Section 8 and in general information with respect to the TRADEMARKS supplied to
       LICENSEE during the term of this AGREEMENT, LICENSOR undertakes to (i) defend LICENSEE
       against any and all claims by third parties based on the use by LICENSEE in accordance with this
       AGREEMENT of the TRADEMARKS and/or the TRADENAME and (ii) to indemnify, reimburse and
       hold LICENSEE harmless from any and all liability, damages, cost and expenses, including reasonable
       attorneys’  fees incurred by LICENSEE, arising from any such claims made by third parties against
       LICENSEE with respect to LICENSEE’S use of the TRADEMARKS and/or the TRADENAME in
       accordance with this AGREEMENT.

       LICENSOR represents and warrants that attached hereto as Annex A Part 2 is a true and accurate list
       updated as of May 1, 2010 which indicates with respect to each of the TRADEMARKS set forth in Part
       1 of Annex A the existing and/or pending applications and/or registration for a specific country or
       territory. LICENSEE acknowledges that it has received a copy of such trademark list and that it is aware
       of the status of registration of the TRADEMARKS as it appears on such trademark list ( Annex A Part
       2 ).

       LICENSEE acknowledges and accepts that Part 3 of Annex A lists those countries and/or territories in
       which, to LICENSOR’S best knowledge at the date of signing of this Agreement, the marketing and
       distribution of the PRODUCTS may only be commenced upon written authorisation by LICENSOR.

  
                                                Page 21 of 52
                                                                                                                      


8.3     LICENSEE acknowledges that LICENSOR and/or its RELATED COMPANIES are the exclusive
        owners of all rights, title and interests in the TRADEMARKS and/or the TRADENAME and any part
        thereof and any other element, whether or not capable of being registered as a trademark together with
        all rights in the designs, copyright, including sketches and technical drawings or other intellectual property
        or materials relating to the PRODUCTS, the PRESENTATION, the BOTTLES, the FORMULAE,
        whether produced by LICENSOR or by LICENSEE or by any sub-contractor or third party appointed
        by LICENSEE, and of all goodwill attached thereto and agrees not to attack these rights or to induce or
        support any such attacks. The parties agree that any rights in the TRADEMARKS and the
        TRADENAME arising from the use of the TRADEMARKS and/or the TRADENAME or any part
        thereof by LICENSEE shall inure solely to the benefit of LICENSOR and/or its RELATED
        COMPANIES. LICENSEE irrevocably agrees that any rights which it and/or any of its RELATED
        COMPANIES may acquire by virtue of this AGREEMENT in respect of the TRADEMARKS, the
        TRADENAME, the PRESENTATION, the BOTTLES and the FORMULAE shall vest in and promptly
        upon request be assigned for nominal consideration to the LICENSOR and/or its RELATED
        COMPANIES absolutely.

8.4.1   If reasonably requested by LICENSEE, LICENSOR agrees, in its reasonable business discretion, to use
        commercially reasonable efforts at its own cost and expenses to apply for the registration of the
        TRADEMARKS set forth in Part 1 of Annex A in respect of the PRODUCTS in countries where
        aforesaid TRADEMARKS are not already protected and in which LICENSEE markets the
        PRODUCTS by reference to aforesaid TRADEMARKS. LICENSOR in any event agrees to apply for
        the registration of aforesaid TRADEMARKS in those countries listed in Annex F to this AGREEMENT.

8.4.2   In addition, LICENSOR agrees, according to its reasonable business discretion, at its own cost and
        expenses, to use commercially reasonable efforts to apply at the reasonable request of LICENSEE for
        the registration of the TRADEMARKS in combination with other descriptive or distinctive elements
        and/or for other trademarks to be used in conjunction with the TRADEMARKS and/or the
        TRADENAME on the PRODUCTS by LICENSEE in accordance with the terms of this Agreement.
        LICENSOR agrees to discuss in good faith and to take LICENSEE’S recommendations into account in
        deciding whether or not to apply to register in accordance with this Sub-Section 8.4.2 .

8.4.3   If after being requested by LICENSEE in accordance with Section 8.4.2 above, LICENSOR fails to
        apply for the registrations of other trademarks to be used in conjunction with the TRADEMARKS under
                                                             67
        the terms of this AGREEMENT within [———] of such written request, LICENSEE may apply to
        register those other trademarks anywhere in the world, provided these are not colourable imitations of, or
        include any element of the TRADEMARKS.

        LICENSEE agrees that in such a case of registration by it, LICENSOR will not have to defend,
        indemnify, reimburse and hold harmless the LICENSEE as provided in Section 8.2 above.


67
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.67.

  
                                                   Page 22 of 52
                                                                                                                      


8.4.4                                                                       68
        LICENSOR shall have the right, to be exercised within [———] after the expiration or termination of
        the AGREEMENT, to purchase from LICENSEE all right and title in any other trademarks to be used in
        conjunction with the TRADEMARKS under the terms of this AGREEMENT that may have been
        registered by LICENSEE during the term of this AGREEMENT, upon reimbursement of LICENSEE’S
        out-of-pocket expenses incurred in registering or otherwise acquiring and maintaining the said
        trademarks. Alternatively, LICENSOR may elect not to purchase as aforesaid, but to get granted a
        license by LICENSEE for the use of the other trademarks to be used in conjunction with the
        TRADEMARKS on the PRODUCTS that may have been registered by LICENSEE, for so long as
        LICENSOR will carry such PRODUCTS in its collection. Such license will be without restriction and
        without compensation to be paid by LICENSOR.

8.5     The parties agree to inform each other about any and each substantial violation or infringement of the
        TRADEMARKS in relation to the PRODUCTS, the PRESENTATION, the BOTTLES and other
        trademarks to be used in conjunction with the TRADEMARKS  and/or the TRADENAME by third
        parties which come to their knowledge.

8.6     LICENSOR agrees to use its best endeavours to keep the registrations of the TRADEMARKS and
        other trademarks to be used in conjunction with the TRADEMARKS (in accordance with this
        AGREEMENT) in full force and effect for the term of this AGREEMENT and to keep LICENSEE
        informed on the legal status of the applications and registrations of the TRADEMARKS and the other
        trademarks to be used in conjunction with the TRADEMARKS in international class of goods 3.
        LICENSOR agrees to provide LICENSEE with a report in January of each year, including all
        applications and registrations of the TRADEMARKS relating to the PRODUCTS and the other
        trademarks to be used in conjunction with the TRADEMARKS and containing at least the application
        and/or registration number as well as the application and/or registration dates and the goods these
        applications and/or registrations have been applied or registered for.

8.7     LICENSOR shall at its reasonable business discretion defend the TRADEMARKS, the TRADENAME
        and the PRODUCTS as well as any other trademarks used in relation to the PRODUCTS in accordance
        with the terms of this AGREEMENT, at its own cost and in co-ordination with LICENSEE against any
        and all violations or infringements which, according to LICENSOR’S reasonable business discretion,
        may have a materially adverse impact on this AGREEMENT, especially against confusingly similar
        trademarks, trademark applications or use by third parties for any goods and/or services identical with or
        similar to the PRODUCTS. If requested by LICENSOR, LICENSEE undertakes to assist or support
        LICENSOR in its measures of defence within its ability.

8.8     Any cost and expenses reasonably and properly incurred arising from a necessary or requested
        participation of LICENSEE in the measures of defence of the TRADEMARKS will be refunded by
        LICENSOR.

8.9     If LICENSEE, in its reasonable business discretion, identifies a violation or infringement of the
        TRADEMARKS and/or the TRADENAME which in its reasonable opinion may have a materially
        adverse impact on this AGREEMENT, it shall promptly inform LICENSOR and LICENSOR agrees to
        enter into discussions with LICENSEE as to the best course of action to adopt to deal with such
        violation / infringement.


68
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.68.

  
                                                  Page 23 of 52
                                                                                                                      


       LICENSOR undertakes to take full account of LICENSEE’S recommendations but shall not be bound
       to institute legal proceedings in respect of such violation / infringement. LICENSEE acknowledges that it
       will not take any action on its own account to defend the TRADEMARKS and/or the TRADENAME.

8.10   The parties agree that if it is mandatory to register this AGREEMENT and/or the LICENSEE as official
       licensee for the TRADEMARKS in the International Class of Goods no 3, each Party will inform the
       other Party thereof in writing and in advance. LICENSEE agrees to take at its own cost and expenses all
       action necessary for the registration of the AGREEMENT or of LICENSEE as Registered User in those
       countries. LICENSOR agrees to reimburse LICENSEE the direct costs and expenses reasonably and
       properly incurred by LICENSEE in connection with the registration of the AGREEMENT or of
       LICENSEE as “Registered User”.

8.11   LICENSEE undertakes at the request of LICENSOR to sign any document necessary for the registration
       and/or maintenance of the validity of the TRADEMARKS including the recordal (and cancellation of
       such recordal upon termination) of this AGREEMENT and of LICENSEE as a Registered User or
       licensee. In addition, to the extend that LICENSOR should deem it advisable to protect the
       TRADEMARKS, LICENSEE agrees to provide a statement to the effect that LICENSEE is producing,
       selling and promoting the PRODUCTS under LICENSOR’S control, together with such other assistance
       (at LICENSOR’S cost) as LICENSOR reasonably deems necessary for this purpose.

8.12   LICENSEE agrees that it shall not, at any time, directly or indirectly contest the validity of the registration
       of the TRADEMARKS or LICENSOR’S other intellectual property rights (including those in the
       PRESENTATION, the FORMULAE and the BOTTLES) to the extent that such rights relate to the
       subject matter of this AGREEMENT, or their ownership by LICENSOR, its RELATED
       COMPANIES, successors and/or assignees.

8.13   LICENSEE agrees not to use the TRADEMARKS or LICENSOR’S other intellectual property rights in
       respect of the PRESENTATION, the FORMULAE and the BOTTLES in connection with the sale of
       any products other than the PRODUCTS, nor to use, other than under the terms of this AGREEMENT,
       the TRADEMARKS and/or the TRADENAME as a part of its trading name and shall not use in its
       business any other trade or service mark, other than under the terms of this AGREEMENT, so
       resembling the TRADEMARKS as to be likely to cause confusion.

8.14   LICENSEE shall use the TRADEMARKS and all designs, sketches, models, prototypes, maquettes and
       other material directly related to the PRODUCTS as well as the PRESENTATION, the FORMULAE
       and the BOTTLES, solely in connection with the production, marketing, merchandising, distribution,
       advertising, promotion, and sale in the TERRITORY of the PRODUCTS and any OTHER PRODUCTS
       which LICENSOR has agreed may be sold or given away with the PRODUCTS.

8.15   LICENSEE shall, upon LICENSOR’S reasonable request, mark all labels, cartons, price lists,
       promotional and advertising, merchandising and promotional material and other printed or duplicated
       material for or relating to the PRODUCTS with a notice in a form as is normal practice in the industry to
       the effect that the TRADEMARKS are registered trademarks and/or the property of LICENSOR.

  
                                                  Page 24 of 52
                                                                                                                  


8.16    LICENSEE agrees to use the TRADEMARKS set forth in Annex A Part 1 only in the form as
        represented in Annex A Part 1 or as may be provided by LICENSOR from time to time on the
        PRODUCTS and for the advertising and promotion for the PRODUCTS. This obligation shall not apply
        where a TRADEMARK is used within continuous, flowing text (e. g. in press releases and descriptive
        texts) where it could be impracticable to use the TRADEMARKS in the form represented in Annex A
        Part 1 , provided that such representation of the TRADEMARKS shall be as close to the form
        represented in Annex A Part 1 as is practicable in the circumstances.

8.17    LICENSEE shall be responsible for identifying appropriate names for all new ranges of the
        PRODUCTS, together with, if appropriate, new BOTTLES and PRESENTATION for such new ranges
        and, to that end, LICENSEE agrees that:

        (i)     it shall use reasonable endeavours to ensure the availability of all proposed names, designs for
                new BOTTLES and PRESENTATION; and

        (ii)    it shall assist LICENSOR, at LICENSOR’S reasonable request and cost, in applying to register,
                registering or otherwise protecting in LICENSOR’S name any new names, BOTTLE design
                and/or PRESENTATION approved by LICENSOR in accordance with this AGREEMENT.

        (iii)   LICENSOR shall have the right to file, to register and/or to use the name with respect to any
                other category of products it (and/or its RELATED COMPANIES) presently markets and
                distributes under the TRADENAME.

9.      EXCLUSIVITY

9.1     LICENSEE agrees, during the term of this AGREEMENT:

        9.1.1   not to enter into a similar agreement to this Agreement with a diversified luxury brand operating
                its business in the writing instruments market. LICENSEE undertakes to obtain LICENSOR's
                prior written approval before entering into a similar agreement with a diversified luxury brand
                competing with LICENSOR;

        9.1.2   not to manufacture, advertise or promote, distribute or in any other way market products, which
                are identical to the PRODUCTS except as may be permitted in this AGREEMENT;

        9.1.3   not to use the TRADEMARKS and/or the TRADENAME in combination with the services of a
                hairdresser or a beauty parlour and not to consent to such a use by third parties;

        9.1.4   not to consent to the use of the TRADEMARKS and/or the TRADENAME in connection with
                the manufacture, distribution, marketing and/or advertising of products which are identical to the
                PRODUCTS, alone or in conjunction with any additions;

        9.1.5   to maintain the reputation and image of the TRADEMARKS set forth in Annex A hereto and/or
                the TRADENAME as well as the reputation and image of other products under the
                TRADEMARKS set forth in Annex A hereto and/or the TRADENAME and to desist from any
                measures which could harm or diminish the reputation and the image and/or the prestige of the
                TRADEMARKS set forth in Annex A hereto and/or the TRADENAME and/or the
                PRODUCTS.

  
                                                 Page 25 of 52
                                                                                                                   


10.    PRODUCT LIABILITY

10.1   LICENSEE shall manufacture or have manufactured the PRODUCTS at its own responsibility and shall
       enter into or maintain an adequate product liability insurance, such insurance to cover the costs and
       damages related to the undertaking a product recall on a worldwide basis.

10.2   LICENSEE agrees that the manufacture, marketing and distribution of the PRODUCTS, and any
       OTHER PRODUCTS ( Section 2.7 above) distributed or sold with the PRODUCTS will be in
       compliance with all applicable health and safety laws or regulations and with any relevant national and
       international cosmetic labelling, packaging, recycling or other relevant regulations in the countries of
       manufacture and distribution.

10.3   LICENSEE further agrees that it will organise and effect, at its own expense, all tests and registrations as
       are necessary for compliance with local product import/registration and health or similar registration
       requirements. LICENSOR agrees to assist LICENSEE with regard to such registrations within its best
       abilities. LICENSEE agrees to reimburse LICENSOR any costs and expenses reasonably and properly
       incurred by LICENSOR in connection with such registrations.

10.4   LICENSEE agrees to defend, indemnify and hold LICENSOR harmless from and against any and all
       liability, damages, reasonable legal fees, reasonable costs and expenses incurred by LICENSOR in
       connection with any claims or legal actions made by third parties against LICENSOR arising out of a
       breach of the provisions of Section 10.2 and/or 10.3 above, or arising out of the use of the
       TRADENAME by LICENSEE in accordance with Sections 2.2 to 2.6 above or arising out of any
       damage or injury caused by any OTHER PRODUCT (Section 2.7 above) sold with the PRODUCTS,
       the infringement of the intellectual property rights or other similar rights of any third party or any
       applicable national or international laws or regulations or any other acts or omissions of LICENSEE or
       any of its agents, employees or sub-contractors in connection with the performance of its obligations
       hereunder. This indemnity shall not extend to claims for compensation against LICENSOR which are due
       to LICENSOR’S own action or failure to act.

11.    CONFIDENTIALITY

11.1   The parties agree to keep confidential and secret the provisions of this AGREEMENT and all non-public
       information and knowledge each party may acquire about the other including, without limitation,
       information concerning the marketing of their products, even if such information and knowledge have not
       expressly been referred to as secret or confidential. Such information and knowledge may only be used
       for the purpose of this AGREEMENT.

11.2   Notwithstanding anything to the contrary, the information and knowledge as identified hereinabove shall
       not be deemed confidential if:

       11.2.1 at the time of disclosure such information is in the public domain;

  
                                                 Page 26 of 52
                                                                                                                      


        11.2.2 after disclosure such information becomes a part of the public domain, except by breach of this
               AGREEMENT;

        11.2.3 such information must be disclosed as required by applicable law; or

        11.2.4 such information is known to the other party at the time of disclosure.

11.3    The confidentiality provision will remain in force after the termination of the AGREEMENT for whatever
        reason, and upon termination, the parties agree to return to each other, or to destroy, as the other may
        request, all materials containing confidential and non-public information and knowledge.

11.4    The parties agree to impose this obligation of confidentiality upon all persons acting on their behalf,
        including but not limited to their employees, agents, consultants, sub-contractors, sub-licensees, managers
        and representatives.

11.5    Notwithstanding anything to the contrary contained in this AGREEMENT,

        LICENSOR acknowledges that LICENSEE, has its ordinary shares traded on Euronext, and is subject
        to various reporting obligations as a public company. LICENSOR further acknowledges that Inter
        Parfums, Inc., the parent company of LICENSEE (the “PARENT COMPANY”), is a publicly held
        company with its Common Stock traded on The Nasdaq Stock Market, National Market System and is
        subject to reporting requirements of the United States federal securities laws. Nothing in the
        AGREEMENT shall prohibit the disclosure as may be required of either PARENT COMPANY or
        LICENSEE under such securities laws. LICENSEE agrees to discuss in advance with LICENSOR any
        such public disclosure that may be required by of either PARENT COMPANY or LICENSEE.

        LICENSOR acknowledges that, upon satisfaction of the condition precedent to set forth in Section 7.1
        of this AGREEMENT, PARENT COMPANY is required by the United States securities laws to file
  
       (a)      a description of this AGREEMENT with the United States Securities and Exchange Commission
                within four (4) business days of the satisfaction of such condition; accordingly, PARENT
                COMPANY shall provide LICENSOR the opportunity to review and comment on that
                description at least two (2) business days prior to filing; and
  
       (b)      a copy of this AGREEMENT with the United States Securities and Exchange Commission with
                the next periodic report due to be filed.
  
        In connection with the filing of this AGREEMENT with the United States Securities and Exchange
        Commission, PARENT COMPANY shall seek confidential treatment of financial and commercial terms
                                                                                          69
        to the extent permitted by the applicable securities laws. At least [———-]           prior to filing this
        AGREEMENT, PARENT COMPANY shall deliver to LICENSOR a copy of the filing that it plans to
        submit to the Securities and Exchange Commission, together with any requests for confidential treatment,
        for LICENSOR’s review.
  
69
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.69.

  
                                                  Page 27 of 52
                                                                                                                      
  
                                                                                                            70
        PARENT COMPANY shall provide LICENSOR with a copy of the final filing within [———-] after
        filing. If the United States Securities and Exchange Commission indicates it may not grant confidential
        treatment as requested in the filing, PARENT COMPANY shall promptly notify LICENSOR and shall
        consult with LICENSOR through the process of obtaining whatever confidential treatment is
        available.  PARENT COMPANY shall notify LICENSOR promptly upon notification to PARENT 
        COMPANY that anyone has sought under the Freedom of Information Act to obtain Confidential
        Information or the provisions of this AGREEMENT redacted in the confidential treatment filing with the
        Securities and Exchange Commission and shall cooperate with LICENSOR in any effort by LICENSOR
        to contest the disclosure.

12.     NOTICES

12.1    All reports, communications, requests, approvals and notices required or permitted by this
        AGREEMENT to be given to a party shall be in writing and shall be deemed to be duly given when sent
        by certified or registered mail, return receipt requested, addressed to the party concerned or by facsimile
        where the sender is able to demonstrate successful transmission by producing a properly addressed fax
        transmission report, as follows:

        To LICENSOR:

        Montblanc-Simplo GmbH
        Hellgrundweg 100
        22525 Hamburg

        Attention to Mr. Lutz BETHGE, CEO
        Fax No. +49 40 844 01 390

        Copy to:

        Richemont International SA
        50 chemin de la Chênaie 
        1293 Bellevue

        Attn to the Legal Department, Mr. Albert Kaufmann, General Counsel
        Fax No. +41 22 721 34 76

        To LICENSEE

        Inter Parfums SA
        4 rond-point des Champs Elysées 
        75008 PARIS

        Att to Mr Philippe Benacin, CEO
        Fax No. + 33 1.45.61.16.34

        or any other address a party may communicate to the other party in writing.


70
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.70.

  
                                                  Page 28 of 52
                                                                                                                  


13.    ASSIGNMENT

13.1   Except as otherwise provided for in accordance with the terms of this AGREEMENT, neither party shall
       be entitled to assign its rights or obligations hereunder without the prior written consent of the other.
       Notwithstanding the foregoing, LICENSOR may assign this Agreement and/or any right and obligation
       hereunder to any (current and/or future) entity within the Richemont Group without LICENSEE’s prior
       consent.

13.2   LICENSEE shall have the right to assign the rights under the AGREEMENT to any RELATED
       COMPANY without LICENSOR’S consent. LICENSEE further will be entitled to grant sub-licenses to
       RELATED COMPANIES, provided LICENSEE inform LICENSOR thereof in writing 30 calendar
       days in advance.

13.3   Any such assignment or sub-license under Section 13.1 or 13.2 does in no way affect any of the
       assignor’s obligations under the AGREEMENT. The assignor agrees to remain liable for and guarantees
       the full performance of this AGREEMENT by the assignee.

14.    ENTIRE AGREEMENT, MODIFICATION

14.1   This AGREEMENT and its Annexes contain a complete statement of all arrangements between the
       parties with respect to the subject matter and supersede all existing arrangements between them
       concerning this subject matter.

14.2   Modifications and/or supplements to this AGREEMENT are only valid if made in writing. This shall also
       apply to the modification or cancellation of this in-writing cause.

15.    APPLICABLE LAW, JURISDICTION

15.1   This Agreement shall be governed and interpreted in accordance with the Laws of Switzerland, to the
       exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

15.2   Any dispute, controversy or claim arising out of or in relation to this Agreement, including the validity,
       invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss
       Rules of International Arbitration of the Swiss Chambers of Commerce (“the Rules”) in force on the date
       when the notice of arbitration is submitted in accordance with these Rules.

15.3   The arbitration will take place in Geneva, Switzerland and the language of the procedure shall be English.
       The arbitral tribunal will be composed of one (1) arbitrator who will be designated in accordance with the
       Rules.

15.4   The expenses and fees of arbitration shall be determined in accordance with the Rules.

15.5   The arbitration award shall be final and binding upon the parties, the parties renouncing to appeal against
       the arbitration award by any ordinary or extraordinary means, whatever the subject of the arbitration
       award is. The arbitration award may be enforced by action before any court of competent jurisdiction.

  
                                                 Page 29 of 52
                                                                                                                       


15.6   In accordance with Art. 26 of the Rules, each party is hereby expressly authorized and entitled to initiate
       any judicial action seeking any kind of interim relief before any competent jurisdiction. The initiation or
       pursuit of any action to seek such interim relief shall not be deemed to waive or preclude the right of such
       party to require arbitration as contemplated by the section above nor to seek such interim relief before
       the arbitral tribunal.

16.    REMEDIES, NO WAIVER

       The specific remedies to which either party may resort under the terms hereof are cumulative and are not
       intended to be exclusive of the remedies to which either party is entitled. No waiver by either party,
       whether express or implied, of any provision of this AGREEMENT or any breach or default of any one
       or more instances, nor any delay by either party in exercising its rights hereunder, except as provided for
       in this AGREEMENT, shall constitute or be deemed a continuing waiver of such provision or of any
       other provision of this AGREEMENT.

17.    SEVERABILITY

       The provisions of this AGREEMENT are independent of and severable from each other and no provision
       shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other
       provision or provisions may be in whole or in part invalid or unenforceable. The parties hereby agree to
       substitute any invalid provision by another valid provision in such a way that the purpose of the invalid
       provision is reached as far as possible. The same shall apply accordingly in case of an omission or an
       indefinite provision.

18.    SECTION HEADINGS

       Section headings as used herein are for identification purposes only, and shall not affect the meaning or
       construction of this AGREEMENT.

19.    FORCE MAJEURE

       The parties hereto shall not be responsible for any loss, damage, consequential or otherwise, detention or
       delay caused by fire, law, regulation, civil or military authority, insurrection or riot, national labour strike
       or wartime embargoes, tempest, act of God, shortages or by any other cause whatsoever, which is
       unavoidable or beyond the relevant party’s reasonable control; provided however, that any such force
       majeure shall not release LICENSEE from its obligations to make payment of amounts due and owing to
       LICENSOR in accordance with the terms of this AGREEMENT. It is agreed that LICENSEE’S
       obligations to make payments of amounts due and owing up to, and during, an event of such force
       majeure shall not apply during the continuance of that force majeure in the event that the force majeure
       itself renders LICENSEE unable to make such payments. In such circumstances, LICENSEE undertakes
       to make payment of amounts owing to and accrued to LICENSOR before and during such force
       majeure, promptly upon its cessation.

  
                                                   Page 30 of 52
                                                                                     


IN WITNESS whereof the parties have executed this AGREEMENT on 24 July 2009.

For and on behalf of                                 For and on behalf of
MONTBLANC-SIMPLO GMBH                                INTER PARFUMS SA
                                                       
/s/ Lutz BETHGE                                      /s/ Philippe BENACIN
Lutz BETHGE                                          Philippe BENACIN
CEO                                                  Président Directeur Général 
                                                       
/s/ Roland A. HOEKZEMA                                 
Roland A. HOEKZEMA                                     
EVP Finance & Services - CFO                           

  
                                          Page 31 of 52
                                                                             


                                  ANNEX A

                               THE TRADEMARKS

                                   PART 1

                                  (Section 1.4)

  
The trademarks in use:

·    Montblanc
·    Design mark : Star logo
·    Femme de Montblanc
·    Femme Individuelle
·    Presence d’une Femme
·    Presence
·    Presence Cool
·    Starwalker
·    Homme Exceptionnel
·    Individuel

For and on behalf of                         For and on behalf of
MONTBLANC-SIMPLO GMBH                        INTER PARFUMS SA
                                               
/s/ Lutz BETHGE                              /s/ Philippe BENACIN
Lutz BETHGE                                  Philippe BENACIN
CEO                                          Président Directeur Général 
                                               
/s/ Roland A. HOEKZEMA                         
Roland A. HOEKZEMA                             
EVP Finance & Services - CFO                   

  
                                 Page 32 of 52
                                                                                                              


                                                 ANNEX A

                                          THE TRADEMARKS

                                          PART 2 AND PART 3

                                                Trademark list

                                                (Clause 1.4)

  
PART 2

A list of all current registrations and pending applications for registrations of the TRADEMARKS pursuant to
Part 1 above in the TERRITORY is attached.

Licensee understands and acknowledges that the list attached hereto does not include the trademarks registered
by Cosmopolitan Cosmetics GmbH and/or its affiliates, which the latter shall assign to LICENSOR upon
termination of the license agreement entered into with the latter. Furthermore, the list does not include the
trademarks with respect to which Cosmopolitan Cosmetics GmbH will provide LICENSOR with a co-existence
agreement.

PART 3

Countries and/or territories in which, to LICENSOR’S best knowledge at the date of signing of this Agreement,
the marketing and distribution of the PRODUCTS may only be commenced upon written authorisation by
LICENSOR:

The Parties agree that this Part 3 shall be completed by LICENSOR in due course.

For and on behalf of                                        For and on behalf of
MONTBLANC-SIMPLO GMBH                                       INTER PARFUMS SA
                                                              
/s/ Lutz BETHGE                                             /s/ Philippe BENACIN
Lutz BETHGE                                                 Philippe BENACIN
CEO                                                         Président Directeur Général 
                                                              
/s/ Roland A. HOEKZEMA                                        
Roland A. HOEKZEMA                                            
EVP Finance & Services - CFO                                  

  
                                                Page 33 of 52
                                                                                                                  


                                                 ANNEX B

                                          QUALITY CRITERIA

                                                (Clause 1.10)

                                                         
1.   The PRODUCTS (including the BOTTLES and the PRESENTATION) shall be manufactured to the
     highest high standards of quality, using only high quality ingredients and materials, in order to ensure that
     the standard of quality of the finished PRODUCTS and PRESENTATION thereof meets the prestige
     and reputation of LICENSOR. THE PRODUCTS shall in no event be of an inferior quality than the
     EXISTING PRODUCTS.

For and on behalf of                                         For and on behalf of
MONTBLANC-SIMPLO GMBH                                        INTER PARFUMS SA
                                                               
/s/ Lutz BETHGE                                              /s/ Philippe BENACIN
Lutz BETHGE                                                  Philippe BENACIN
CEO                                                          Président Directeur Général 
                                                               
/s/ Roland A. HOEKZEMA                                         
Roland A. HOEKZEMA                                             
EVP Finance & Services - CFO                                   

  
                                               Page 34 of 52
                                                                                                                


                                                  ANNEX C

                                     FORM OF ROYALTY REPORT

                                                 (Clause 3.3)

    
The royalty form report agreed upon is attached hereto.

At the end of each quarter LICENSEE will provide the following reports, which have been approved by
LICENSOR:

       -   Quarterly sales by zone, country and client

       -   Quarterly Statement allowing to isolate any sales being excluded from the NET SALES definition as
           per Clause 1.14

For and on behalf of                                        For and on behalf of
MONTBLANC-SIMPLO GMBH                                       INTER PARFUMS SA
                                                              
/s/ Lutz BETHGE                                             /s/ Philippe BENACIN
Lutz BETHGE                                                 Philippe BENACIN
CEO                                                         Président Directeur Général 
                                                              
/s/ Roland A. HOEKZEMA                                        
Roland A. HOEKZEMA                                            
EVP Finance & Services - CFO                                  

  
                                                Page 35 of 52
                                                                                                                      




                                                   ANNEX D

                                 SELECTIVE DISTRIBUTION CRITERIA

                                                   (Clause 6.2)

    
Products may only be sold in outlets, which exude an aura of luxury and exclusivity.

Such outlets must, at a minimum have:

       -    A solid reputation for selling luxury perfumes
       -    A reputation and image compatible with the high quality and reputation of the Montblanc Trademarks
       -    Clean, well maintained shop fittings
       -    Appropriate space devoted to luxury perfumes
       -    Staff knowledgeable about luxury fragrances.

The Parties agree that LICENSEE shall aim at distributing the PRODUCTS in the following indicative number of
outlets per country::
    
[________________] 71

For and on behalf of                                           For and on behalf of
MONTBLANC-SIMPLO GMBH                                          INTER PARFUMS SA
                                                                 
/s/ Lutz BETHGE                                                /s/ Philippe BENACIN
Lutz BETHGE                                                    Philippe BENACIN
CEO                                                            Président Directeur Général 
                                                                 
/s/ Roland A. HOEKZEMA                                           
Roland A. HOEKZEMA                                               
EVP Finance & Services - CFO                                     


71
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.71.

  
                                                  Page 36 of 52
                                                                                                               


                                                    ANNEX E

                                       ANNUAL MARKETING PLAN

                         Information to be included in each Annual Marketing Plan

                                                  (Clause 5.1 (a))

   
(a)     Calendar of Main Activities

(b)     Conceptual Approach – by Product and Communication

(c)     Target Group

(d)     Brand Name (or code name)

(e)     Price Positioning

(f)     Distribution: sales and distribution plan by countries, and authorised points of sale by countries.

(g)     Assortment
        -      SKU
        -      GWP
        -      Promo
        -      Display
        -      Tester
        -      Samples

(h)     Projected Net Sales Targets – by Product line and countries

(i)     Communication
        -    advertising and marketing as detailed in Annex D, presented in summary form

(j)     New Product Launch Plan

For and on behalf of                                            For and on behalf of
MONTBLANC-SIMPLO GMBH                                           INTER PARFUMS SA
                                                                  
/s/ Lutz BETHGE                                                 /s/ Philippe BENACIN
Lutz BETHGE                                                     Philippe BENACIN
CEO                                                             Président Directeur Général 
                                                                  
/s/ Roland A. HOEKZEMA                                            
Roland A. HOEKZEMA                                                
EVP Finance & Services - CFO                                      

  
                                                   Page 37 of 52
                                                                                                                      


                                                    ANNEX F

                                               KEY MARKETS

                                                   (Clause 1.16)

   
                                              72
        ·   [———————————-]

For and on behalf of                                           For and on behalf of
MONTBLANC-SIMPLO GMBH                                          INTER PARFUMS SA
                                                                 
/s/ Lutz BETHGE                                                /s/ Philippe BENACIN
Lutz BETHGE                                                    Philippe BENACIN
CEO                                                            Président Directeur Général 
                                                                 
/s/ Roland A. HOEKZEMA                                           
Roland A. HOEKZEMA                                               
EVP Finance & Services - CFO                                     


72
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.139.72.

  
                                                   Page 38 of 52
                                                                                 


                                       ANNEX G

                      CORPORATE SOCIAL RESPONSIBILITY AND ETHICS

   
As attached hereto.

For and on behalf of                             For and on behalf of
MONTBLANC-SIMPLO GMBH                            INTER PARFUMS SA
                                                   
/s/ Lutz BETHGE                                  /s/ Philippe BENACIN
Lutz BETHGE                                      Philippe BENACIN
CEO                                              Président Directeur Général 
                                                   
/s/ Roland A. HOEKZEMA                             
Roland A. HOEKZEMA                                 
EVP Finance & Services - CFO                       

  
                                      Page 39 of 52
                                       



             Montblanc
     Company of the Richemont Group
  
      Supplier Code of Conduct
  
               Page 40 of 52
                                                                                                                        


Model   Supplier Code of Conduct

Montblanc and all companies of the Richemont Group relationships with all business partners - suppliers, sub-
contractors and business allies - are based on fair, honest and mutually rewarding dealings contributing to high
quality standards of products and services.

Montblanc and all companies of the Richemont Group therefore requires that all their business partners adhere to
basic ethical values and ensure the compliance of their own operations with the principles and practices outlined
below. Wherever feasible, suppliers should seek to ensure that these principles are communicated to sub-
contractors and suppliers of suppliers.

Labo ur relationships and employment practices

General principle

Suppliers should adopt and apply fair and ethical labour practices respecting internationally recognised
fundamental human rights standards, including the Universal Declaration of Human Rights, all international
covenants and International Labour Organisation conventions.

Healthy and safe working conditions

Suppliers will provide a safe and healthy working environment for their employees in accordance with applicable
local laws and any specific regulations within industries in which they operate. Appropriate procedures should be
in place to prevent accidents and injury to health arising from, linked to, or occurring during work activities or as
a result of the operations of manufacturing facilities. Suppliers shall be encouraged to have a nominated health and
safety representative who monitors their facilities' compliance with these requirements.

Wages and Working Hours

Suppliers should comply with local laws relative to minimum wages, standard working hours and employee
benefits. Overtime hours will be voluntary and fully compensated at regular or premium rates, according to local
legal requirements.

In special circumstances employees may be expected to work longer than standard hours for limited periods of
time. Where this occurs, additional working hours and consecutive working days will be in compliance with the
local regulations and planned in a way to ensure safe and humane working conditions.

Freedom of Association

Suppliers should not prevent employees from associating freely with any lawful and peaceful workers' or
collective bargaining association. In the case where the local labour laws restrict these freedoms, the supplier is
encouraged to facilitate parallel means of independent and free association and bargaining for the personnel.

No Discrimination

Suppliers should not subject any person to discrimination in employment; including hiring, wages, benefits,
advancement, discipline, termination or retirement, on the basis of: race, colour, caste, origin, nationality, religion,
disability, gender, sexual orientation, union membership, political affiliation or age.

No Child Labour

Suppliers will not employ persons younger than 15 years of age or younger than the age for completing
compulsory education where this is more than 15 in the relevant country.

  
                                                    Page 41 of 52
                                                                                                                 


Suppliers must comply with all their local legal requirements for young workers, particularly those pertaining to
hours of work, wages, health, safety and general working conditions. A young worker is defined as any worker
over the age of 15 and under the age of 18.

No Forced Employment

Suppliers will not use any forced labour, whether in the form of prison labour, indentured labour, bonded labour
or otherwise. Forced labour should be considered to include any work or service, which is imposed under the
threat of penalty for non-performance or for which overall terms of employment are not voluntary.

No Disciplinary treatment

Suppliers should not subject any person to harassment, corporal punishment, and/or threat of violence and will
prohibit the use of monetary fines or any forms of mental or physical abuse, coercion, or intimidation.

Responsible environmental management

Suppliers will fully comply with local legislation and industrial regulations and should endeavour to comply with
the principles outlined in the Richemont Environmental Code of Conduct .

Industry specific issues

Endangered or protected species

Suppliers should fully comply with special international and local regulations, for example the Convention on
International Trade of Endangered Species (CITES), related to the procurement, import, usage and export of
raw materials sourced from endangered or protected species.

  
                                                 Page 42 of 52
                                                                                                                    


Leather finished products manufacturing

Suppliers involved in the leather tanning and finishing sector should apply within their operations the European
Leather Association (COTANCE) policies that relate to labour rights, worker health and safety, environmental
impacts and customer health and safety.

Perfumes and Cosmetic products

Suppliers involved in the perfumes and cosmetics industry will comply with the European Council Directive
76/768/EEC, which seeks to ensure that no harmful substances are used in such products.

Animal testing

Suppliers should adhere to the principles of Corporate Standards of Compassion for Animals ensuring that no
animal testing is conducted or commissioned during any stage of product development or manufacture.

Product information and labelling

Suppliers will communicate honestly regarding the nature of the products they supply including raw materials,
handling and disposal. All product related matters, especially regarding chemicals, GMOs or hazardous materials,
will be accurately disclosed as required by local and international laws and/or commonly used standards in the
industry in which they operate.

Country of origin of product components

Suppliers may be asked to provide Montblanc with information as to the country of origin and the name of the
sources of components and raw materials included in the products being delivered.

There will be no change to the source of components or raw materials or the location of component production
without Montblanc’s prior written agreement.

Conflict - free diamonds procurement

The companies of the Richemont Group adheres to responsible diamond procurement practices as a member of
the diamond industry and requires all its Suppliers to fully adhere to the principles of the World Diamond
Council Resolution on Industry Self-Regulation supporting the Kimberley Process.

The World Federation of Diamond Bourses (WFDB) and the International Diamond Manufacturers
Association (IDMA) , together with their constituent and affiliated members, have created a voluntary system of
diamond industry self - regulation in order to comply and support government undertakings of the Kimberley
Process Certification Scheme (KPCS) for rough diamonds.

The principles of the diamond industry self-regulation initiatives are based on the voluntary creation of a chain of
written warranties from invoice to invoice of all transactions involving the purchase and sale of diamonds and their
cutting and polishing. Montblanc requires all suppliers to comply the Kimberley-Process.

Ethical business principles

General principles

Suppliers should act according to a “spirit of trust” regarding ethical business principles. They thus acknowledge
that basic business principles related to trade secrets, respect for intellectual property, sincerity, truthfulness,
transparency and maintaining promises contribute to credible, stable and sustainable business relationships with
Richemont and its Maisons.

  
                                                  Page 43 of 52
                                                                                                                     


Gifts and Gratuities

Suppliers should not offer to their contacts within the Group any inducements, kickbacks, bribes or other
payments that may compromise the making of objective and fair business decisions.

Special regulations

Suppliers will ensure that any production, delivery or other action subject to obtaining specific governmental, legal
or regulatory permissions may only be undertaken when those permissions have been granted.

Application and Compliance

General principle

Montblanc expects its suppliers to communicate the principles of the Model Supplier Code of Conduct to their
employees, sub-contractors and any other third parties with whom they do business so as to ensure the principles
are integrated into their operations.

Operating principles

Suppliers should report all existing or potential discrepancies between their current operations and the
requirements set out in this Code and provide recovery and remedial action plans for evaluation by Richemont.

Montblanc purchasing staff will be trained to assess whether best practices are being implemented in terms of the
procurement of raw materials and semi-finished and finished goods in accordance with this Code and may involve
colleagues and third parties to assist in determining whether this code is being complied with.

Evaluation

Montblanc shall be entitled to request information from its Suppliers as to their compliance with the terms of this
Model Supplier Code of Conduct.

Where necessary, Montblanc may require a Supplier to provide evidence of its compliance by way of
independent certification.

Montblanc shall have the right to have products and materials independently tested to establish whether the
Suppliers are in compliance with the terms of this Model Supplier Code of Conduct.

Montblanc shall be entitled to visit suppliers’ production facilities and the facilities of their sub-contractors and
suppliers to establish whether the terms of this Model Supplier Code of Conduct are being complied with.

Non compliance and penalties

With the handoff this Model Supplier Code of Conduct will be part of the Manufacturing Agreement
(Framework Agreement) between the supplier and Montblanc.

Montblanc reserves the right to terminate business relationships with any supplier who violates this Code of
Conduct or whose suppliers or subcontractors violate this Code of Conduct. As well the terms of this Model
Supplier Code of Conduct shall be included in all standard supply agreements in order to enter into the business
relationships with Montblanc and the other companies of the Richemont Group.

  
                                                   Page 44 of 52
                                                                                                   


                               ACKNOWLEDGMENT OF TERMS

Montblanc Model Supplier Code of                                   
Conduct
                                                                   
Company name                                                       
                                                                   
Address                                                            
                                                                   
Contact name                                                       
                                                                   
Position                                                           
                                                                   
Phone number, Fax number, E-mail                                   
                                                                   
Name of your contact at Montblanc                                  
Does your company have an individual  responsible for  If Yes, Please provide contact information
implementation of the Montblanc Supplier Code of Conduct ?
Does your company have procedures in place to meet the  If Yes, Please provide a copy
requirements set out in the Supplier Code of Conduct?
Did your company identify any discrepancies between your current If Yes, Please provide a copy
operations and requirements set out in the Supplier Code of
Conduct?
Does your company have a code of conduct or similar standards to If Yes, Please provide a copy
which your suppliers adhere?
The terms of the Montblanc Supplier Code of Conduct are hereby   
accepted and agreed to on behalf of:
                                                                 _________________________________,
Name and function                                                  
                                                                   
Signature :                                                        
                                                                   
Date :                                                             

  
                                           Page 45 of 52
                                      



              Richemont
     Environmental Code of Conduct
  
               Page 46 of 52
                                                                                                                     


Richemont Environmental Code of Conduct

As a member of the global community, Richemont strives to act as a responsible corporate citizen carrying out its
business activities in a manner that is consistent with the protection of the environment and the sustainable
utilisation of natural resources.
Through the nature of Richemont’s products and services, the Group is not directly involved in sectors
considered as having a highly significant impact on the environment. Nevertheless, the various Maisons make
extensive use of renewable and non-renewable raw materials, such as precious and gem stones, gold, leather,
woods and natural resins and Richemont therefore seeks to address environment related issues throughout its
global supply chain and business operations.

The principles outlined in this Environmental Code of Conduct confirm Richemont’s commitment to environmental
stewardship in line with national and international norms and standards for environmental management. Richemont
therefore requires all its employees, to contribute to its environmental performance by adopting the principles and
practices outlined below.

The responsibility for the implementation of the Environmental Code of Conduct within the Group worldwide will
be assigned to the general manager of each facility.

Awareness and training

As part of the implementation of the Environmental Code of Conduct, Richemont will communicate its
environmental policy to all employees, suppliers and other stakeholders.

Facilities and operations

Richemont will develop, design and operate facilities and conduct activities taking into consideration the
environmental issues in order to minimise the adverse impacts on the environment.

Facilities

Richemont will ensure that construction, conversion, modernisation and other building work at each facility will be
performed in compliance with local environmental legislation, norms and regulations and executed in harmony
with the environmental surroundings.

Energy and water use

Richemont will monitor the consumption of water, energy, oil, natural resources and other materials used in its
operations with a view to optimise their usage and minimising waste. This includes heating, lighting, ventilation and
air-cooling.

Management and employees responsible for the packing and transport of goods will adopt, wherever possible,
an “efficient energy use” strategy by careful planning, organisation and grouping of the shipments.

  
                                                   Page 47 of 52
                                                                                                                       


Emissions, effluents

Facilities will ensure strict compliance with legal environmental norms and specific industrial regulations relative to
pollution control by installing appropriate retention and filter systems

Facilities will monitor and control greenhouse gas emissions, ozone-depleting substance emissions, waste water
discharges and any other relevant emissions resulting from the manufacturing operations in accordance with local
regulation and industry best practice.

Waste recycling

Richemont will monitor waste collection and recycling by type with special attention being paid to the treatment of
hazardous materials. Wherever feasible, materials will be recycled.

Endangered or protected species

Richemont will fully comply with special international and local regulations such as the Convention on
International Trade in Endangered Species (CITES ) related to the procurement, import, usage and export of
raw materials issued from endangered or protected species.

Leather products manufacturing

Richemont entities will adhere to the principles established by the European Leather Association in terms of the
production of leather goods (COTANCE) regarding employee and customer health and safety and aim at
minimising the adverse environmental Impact of the production processes.

Perfumes and cosmetic products

Group companies will comply with EU legislation in terms of the production of perfumes and cosmetics products.
(European Council Directive 76/768/EEC)

Animal testing

The Group will adhere to the principles of Corporate Standards of Compassion for Animals, seeking to ensure
that no materials used in its products have been tested or caused harm to animals.

Conflict-free diamonds

Richemont adheres to the principles of the  “World Diamond Council Resolution on Industry self-regulation” by
the introduction of written warranties throughout the whole supply chain from the supplier until the final customer.
Richemont will explicitly state the “conflict-free diamond”  warranty statement on its internal invoices and will
require it from all suppliers as soon as possible.

  
                                                   Page 48 of 52
                                                                                                                    


No “dirty gold” 

Richemont adheres to the principles of responsible gold procurement. To the extent feasible under prevailing
industry practices, Richemont will request that its suppliers provide assurance as far as that gold being supplied
has been mined in a manner which respects human and labour rights and does not inflict environmental damage,
either directly or through the subsequent pollution through seepage of chemicals.

With respect to internal manufacturing operations involving gold and other precious metals, Richemont facilities
will operate in full compliance with local laws and regulations and seek to apply industry-wide best practice in the
handling of such materials.

Product stewardship

Richemont Maisons aim to reach technically and economically viable objectives and apply, wherever appropriate,
a “design for environment”  approach in order to optimise the environmental performance of their products
through the product lifecycle.

The nature of Richemont Maison’s products – watches, jewellery, leather goods, writing instruments, apparel and
other high range accessories - requires high packaging quality standards. However, possible, recyclable and
renewable raw materials will be used for packaging.

Materials used for storage and transportation will be made, wherever possible, of recycled and recyclable
materials and re-used wherever possible.

As part of after-sales maintenance and repair services mainly related to watch products, Richemont customer
services worldwide will secure the replacement, storage and appropriate disposal of any components, including
for electronic circuits and batteries, which may have an adverse impact on the environment.

Precautionary approach

Richemont Maisons will seek to make all necessary adjustments to design, manufacturing or use of products or
services, consistent with the latest scientific and technical knowledge, to prevent any adverse impact on health,
safety or the environment arising from the production process or from products themselves.

Richemont will develop and maintain, where significant hazard related risks exist, emergency preparedness plans
in conjunction with the relevant services and authorities.

Suppliers and other stakeholders

Richemont will encourage its Suppliers to adhere to principles outlined in this Model Environmental Code of
Conduct and promote, where appropriate, necessary improvements in their practices to make them consistent
with those of the Group.

As part of open dialogue with the Stakeholders; any potential concern or proposal for improvement with respect
to the environmentally responsible practices should be reported to directly to senior management.

Monitoring, evaluation and compliance

The Group will regularly monitor the performance of its manufacturing facilities in terms of compliance with this
Code.

  
                                                  Page 49 of 52
                                                                                                            


All existing or potential discrepancies between current operations and requirements set out in Model
Environmental Code of Conduct should be evaluated and reported along with appropriate recovery action plans.

Any material non-compliance with these guidelines may be reported on an anonymous basis to the Head of
Internal Audit at GroupAudit.Director@richemont.com. Internal Audit will then assess the problem and review
appropriate corrective action in conjunction with the management of the facility concerned.

Regular updates

This Model Environmental Code of Conduct will be revised and updated on an ad hoc basis to address
continuing requirements of responsible environmental management as they arise.

  
                                               Page 50 of 52
                                                                                    


                                          ANNEX H

                                  A&P EXPENSES REPORT
                                               

   
The A&P Expenses Report form is attached hereto.

For and on behalf of                                For and on behalf of
MONTBLANC-SIMPLO GMBH                               INTER PARFUMS SA
                                                      
/s/ Lutz BETHGE                                     /s/ Philippe BENACIN
Lutz BETHGE                                         Philippe BENACIN
CEO                                                 Président Directeur Général 
                                                      
/s/ Roland A. HOEKZEMA                                
Roland A. HOEKZEMA                                    
EVP Finance & Services - CFO                          

  
                                         Page 51 of 52
                                                                                                   


                                            ANNEX I

                                 TERMINATION AGREEMENT
                                              

    
The current draft of the termination agreement negotiated between LICENSOR, LICENSEE and the
current licensee is attached hereto. LICENSEE confirms being substantially in agreement with the
terms thereof and acknowledges the restrictions existing with respect to the trademarks to be
assigned by the current licensee to LICENSOR or with respect to which a co-existence agreement will
be executed.

For and on behalf of                                  For and on behalf of
MONTBLANC-SIMPLO GMBH                                 INTER PARFUMS SA
                                                        
/s/ Lutz BETHGE                                       /s/ Philippe BENACIN
Lutz BETHGE                                           Philippe BENACIN
CEO                                                   Président Directeur Général 
                                                        
/s/ Roland A. HOEKZEMA                                  
Roland A. HOEKZEMA                                      
EVP Finance & Services - CFO                            

  
                                           Page 52 of 52
                                                                                                   
EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                    Execution Copy
                                      PERSONAL CARE AGREEMENT
  
This agreement for the development, production, manufacturing, and supply of personal care and home fragrance
products (the “Agreement”) by and between The Gap, Inc., Banana Republic, LLC, Gap (Apparel), LLC, Gap
(ITM) Inc., Banana Republic (Apparel), LLC, Banana Republic (ITM) Inc., Gap (Canada), Inc., and Gap
(Puerto Rico), Inc. (collectively, the “Company”), on the one hand, and Inter Parfums, Inc. and its wholly-owned
subsidiary Inter Parfums USA, LLC (individually or collectively, “Vendor”), on the other hand, is entered into as
of March 1, 2010 (the “Effective Date”).  The parties’ agreement dated as of July 14, 2005, together with the
amendments thereto, is hereby deemed terminated and is replaced and superseded in its entirety by this
Agreement.  For the avoidance of doubt, the License Agreement dated as of July 1, 2007 (the “License
Agreement”) shall not be replaced and superseded by this Agreement but shall remain in full force and effect.
  
This Agreement supplements the terms, requirements and conditions of the Vendor Compliance Agreement and
Vendor Handbook, including the Commitment and Purchase Order Terms and Conditions and the Code of
Vendor Conduct, and the Personal Care Vendor Handbook (also referred to as the Personal Care Manual)
(collectively referred to herein as the “VCA”), which are hereby incorporated by reference and made a part of
this Agreement.  To the extent that any term, requirement or provision contained in this Agreement is deemed to 
be inconsistent or conflicts with any term, requirement or provision contained in the VCA, then this Agreement
shall control.
  
In consideration of the mutual covenants and conditions contained herein, Company and Vendor agree as
follows:
  
1.       DEFINITIONS
  
         In this Agreement, capitalized terms shall have the meanings ascribed to them in the VCA, unless
         otherwise defined herein.  The following capitalized terms shall have the following meanings: 
  
1.1      “ Approval, ” “ Approve ,” and “ Approved ” shall mean prior written approval given on behalf of
         Company by an Authorized Representative.
  
1.2      “ Authorized Representative ” shall mean a representative designated by Company to be the primary
         point of contact with Vendor with respect to this Agreement for the Gap Brand, the Banana Republic
         Brand, or the Outlet Brands.
  
1.3      “ Clearance Measures ” shall mean trademark, patent or other searches useful in assessing freedom to
         sell and ability to protect, as well as all other methods necessary or useful to ensure that intellectual
         property rights of third parties are not infringed and that where appropriate intellectual property
         protection may be secured, including, without limitation, online.
  
1.4      “ Company Products ” shall mean those Personal Care Products and Home Fragrance Products that are
         developed for Company by Vendor pursuant to this Agreement.
  
1.5      “ Company Stores ” shall mean Gap, GapKids, babyGap, GapBody, Gap Outlet, Gap Factory Store,
         Gap Generation, Banana Republic, and Banana Republic Factory stores, concessions, or other retail
         establishments, including online stores, that are owned and/or operated by Company or its affiliates in the
         United States (including Puerto Rico) and Canada.
  
1.6      “ Creative ” shall mean product fragrances (or formula combinations), concepts, Formulae, product
         names, product line names, formula/ingredient descriptions, instructions, packaging, labels, tags, taglines,
         slogans, copy, scent strip designs, images, artwork, drawings, sketches, plans, designs, displays,
     illustrations, models, tooling, Packaging Materials and all other forms of identification affixed to or
     connected with Company Products whether or not Approved by Company, including, without limitation,
     any New Marks.

  
                                                    1
                                                                                                                   


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                     Execution Copy
1.7    “ Formula(e) ” shall mean any and all of the formulae, lists of ingredients, fragrances, technical
       information, recipes, processes and instructions (held in whatever form) reasonably necessary to enable
       the Company Products to be produced.
  
1.8    “ Home Fragrance Product(s) ” shall mean candles, potpourri, incense, room spray, and any other
       products listed as home fragrance products on Appendix 1, attached hereto, but no other products.
  
1.9    “ Initial Retail Price ” shall mean the price established by Company as the retail price to be marked on the
       relevant Company Products.
  
1.10   “ Initial Retail Value ” shall mean the number of units of Company Products purchased by Company
       multiplied by the Initial Retail Price for the relevant Company Products.
  
1.11   “ New Marks ” shall mean any names, trademarks, service marks, trade names, domain names, taglines,
       slogans, logos or trade dress developed under this Agreement or used or proposed to be used on
       Company Products, and any other names, trademarks, service marks, taglines, slogans or trade dress
       displayed on or in connection with Company Products or the packaging for Company Products.
  
1.12   “ Packaging Materials ” shall mean bottles and containers, labels and packaging materials.
  
1.13   “ Personal Care Product(s) ” shall mean fragrances, skincare products, bath products, body care
       products, and cosmetics, as set forth in those categories on Appendix 1, attached hereto, and shall not
       include Home Fragrance Products or any other products not specifically listed in those categories on
       Appendix 1.
  
1.14   “ Third-Party Materials ” shall mean any designs, concepts, formulae, names, packaging, materials,
       designs, or other items, or parts thereof, which belong or may belong to a party other than Company or
       Vendor.
  
2.     EXCLUSIVITY AND GRANT OF RIGHTS
  
2.1    Exclusive Right .  Subject to the terms and conditions of this Agreement, Company hereby grants to 
       Vendor the exclusive and non-transferable right to develop, produce, manufacture, and supply to
       Company Stores, at Vendor’s sole cost and expense, Approved Company Products, including Creative
       for such products, for the Gap and Banana Republic brands, including the Outlet division (each a “ Brand
       ”), provided that for the Banana Republic Brand such exclusivity shall apply only to Fragrances as
       defined in Appendix 1.  Company reserves all other rights not specifically granted hereunder, including 
       the right to contract with other parties for the development, production, manufacture and distribution of
       any Company Products or other Personal Care Products or Home Fragrance Products for Company’s
       other divisions, subsidiaries, affiliated companies or brands (including without limitation Old Navy,
       Piperlime, and Athleta) and for any territories or channels of distribution not covered by this
       Agreement.  Company shall be solely responsible, at its sole cost and expense, for marketing, promoting,
       pricing and selling all Company Products and for in-store operations, including supplying appropriate
       fixtures, real estate, staffing and marketing.

  
                                                        2
                                                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                  Execution Copy
2.2     Loss of Exclusivity .  In the event that Vendor becomes liable to Company for lost sales margins pursuant
                                       1                                      2
        to Section 6.4 on [———- ] or more occasions during a [———-] period, in addition to whatever
        other rights and remedies Company may have for such breach, the rights granted to Vendor hereunder
        shall, at Company’s option, immediately become non-exclusive.  In addition, if following a Brand’s
        request to develop a Personal Care Product or Home Fragrance Product category, Vendor does not
                                                                       3
        develop commercially reasonable Concepts within [———- ] and/or a line of Approved Company
                                                 4
        Products in such category within [———-] , Vendor’s exclusive rights to such Personal Care Product
        or Home Fragrance Product category may be revoked at Company’s sole option and upon such
        revocation shall become non-exclusive.
  
3.      PRODUCT DEVELOPMENT
  
3.1     Scope .  At the direction of and in collaboration with each Brand, Vendor shall develop Personal Care 
        Products and Home Fragrance Products in those categories set forth in Appendix 1 hereto (“ 
        Development Services ”).  Vendor shall be responsible, at its sole cost and expense, for development of
        product concepts, Formulae, Packaging Materials, other Creative and all other aspects of actual or
        proposed Company Products, for making all samples and all aspects of the manufacture of Company
        Products.
  
3.2     Product Development .  At the direction of and in collaboration with each Brand, Vendor shall create a 
        product development plan, subject to the Brand’s Approval, setting forth key milestones for the launch of
        new Company Products that Vendor must meet for development, production, manufacturing, and
        delivery (“ Key Milestones ”).  Subject to the provisions of Section 4.4 hereof, Vendor’s failure to meet
        the Key Milestones shall constitute a breach of this Agreement unless and to the extent that (i) such failure
        is due to a failure on the part of the Brand in meeting its obligations to respond to requests for Approval
        of Company Products after advance notice from Vendor that such failure to respond may result in
        Vendor’s failure to meet a Key Milestone, or (ii) the Brand’s Authorized Representative and Vendor
        agree in writing in advance to extend the Key Milestone.
  
3.3     Pre-manufacturing Final Approval .  All proposed new Company Products must be Approved by the 
        Brand prior to their manufacture and sale hereunder.  Each Brand shall have the right to Approve all 
        aspects of each Company Product to be manufactured by Vendor, including, without limitation, the
        aroma, concepts, Formulae, Creative, Packaging Materials, quality, materials, naming and other
        trademarks and service marks, all elements of Company branding and any relevant promotional
        materials.  The parties understand and agree that no orders shall be placed or accepted without such 
        prior Approval by Company.
  
1
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.1.
  
2
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.2.
  
3
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.3.
  
4
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.4.
  
     3
                                                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                    Execution Copy
3.4     Legal Clearance .  Vendor shall be solely responsible for and shall perform all Clearance Measures for all
        aspects of the proposed Company Products and their respective Creative (including New Marks), to
        ensure that:  (i) Company can manufacture, produce, market, use, reuse, publish and republish, distribute,
        and authorize others to manufacture, produce, market, use, reuse, publish, republish and distribute, the
        Approved Company Product and Creative, including Third-Party Materials, and (ii) Company may own 
        all rights and interests in such Creative (except for any Third-Party Materials Approved by Company)
        including, without limitation, the New Marks.  For each new Company Product, Vendor shall be 
                                                        5
        obligated to present no more than [———-] product names that are clear for Company’s use and
                                                                             6
        ownership as set forth herein.  If Company rejects all [———-] cleared product names for the new
        Company Product and requires additional Clearance Measures, such Clearance Measures shall be at
        Company’s sole cost and expense.  Vendor shall ensure that any agent, subcontractor or other person or
        entity acting on Vendor’s behalf that is involved in the development or production of Company Products
        or Creative shall, prior to such involvement, sign an intellectual property assignment agreement in form
        and substance acceptable to Company assigning to Company all rights to any Company Products and
        Creative.  Vendor shall not use any Third-Party Materials in or as part of any Creative or Company
        Product without Company’s Approval.  Vendor shall complete all Clearance Measures before Vendor 
        presents the Company Product to Company for Approval.  Vendor warrants that it uses an outside law 
        firm with expertise in legal clearance to perform the Clearance Measures and that it maintains
                                                                                                           7
        documentation, including written opinions from counsel, regarding those searches for [———-] .
  
3.5     In the event that a Company Product cannot be distributed, marketed and/or sold in Company Stores
        due to Vendor’s negligence in the performance of the Clearance Measures, or Vendor’s failure to
        disclose to Company the risks with respect to such Company Product or its Creative, Vendor shall be
        liable to Company for any lost sales margin in Company Stores based on Average Initial Retail (“AIR”)
        associated with any and all affected units of such Company Product until such time as the Clearance
        Measures are performed and the affected Company Product can be distributed, marketed, and/or sold in
        the applicable location.
  
4.      APPROVALS
  
4.1     Standard for Approval .  Approvals may be based solely on Company’s subjective standards and may
        be withheld or limited, reserved or made subject to conditions in Company’s sole
        discretion.  Notwithstanding the foregoing, Approvals, once given, shall not be withdrawn absent a good 
        faith, commercially reasonable basis.  Company’s failure to approve, disapprove or otherwise comment
        shall not be deemed to constitute approval and shall be deemed to constitute disapproval.  Approvals 
        related to the production, manufacture or shipment of Company Products, including Forecasts, shall not
        be effective unless made by a Company Vice President or higher.
  
4.2     No Effect on Vendor’s Liability .  No Approval given by Company shall limit, reduce or exclude 
        Vendor’s obligations or liability under this Agreement.
  
5
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.5.
  
6
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.6.
  
7
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.7.

  
                                    4
                                                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                   Execution Copy
4.3     Product Change Following Approval .
  
        (a)     Changes Initiated by Vendor .  Vendor must submit to Company for its prior Approval a 
                complete description of a requested change to any aspect of the development, manufacture,
                production or delivery of an Approved Company Product (including Creative therefor) and the
                reason for the requested change.
  
        (b)     Changes Requested by Company .  Subject to the provisions of Section 4.4 hereof, Company 
                reserves the right, at any time and for any commercially reasonable basis, to request changes to
                Approved Company Products.  Vendor shall comply with the request and have developed, 
                produced, manufactured and delivered conforming Approved Company Product within [———
                  8
                -] of Company’s request unless compliance cannot be accomplished using commercially
                reasonable efforts, or unless otherwise Approved by Company, which Approval shall not be
                unreasonably withheld.
  
4.4     Consequences for Company Withdrawal of Approval or Change in Plan .  Notwithstanding anything to 
        the contrary contained in this Agreement, if an Approval is withdrawn in respect of an Approved
        Company Product (a) in production, then such Company Product shall be deemed to be a Discontinued
        Product, as hereinafter defined, and governed by the inventory clearance measures in Section 5 hereof;
        or (b) not in production, then any and all deadlines and timetables relating to production, manufacture and
        shipment of such Company Product for which Approval has been withdrawn shall be revised, and any
        and all new deadlines and timetables relating to production, manufacture and shipment of such Company
        Product for which Approval has been withdrawn shall be subject to confirmation by Vendor.  Further, if 
        Company withdraws an Approval or makes any change in plan as to a Company Product, then revised
        Key Milestones will be subject to written confirmation by Vendor before becoming the basis for any
        performance-related penalties.  Under no circumstance shall Vendor be held liable for the failure to meet 
        any of the previous Key Milestones, including without limitation lost sales margin under Section 6.4 as to
        such Company Product.
  
5.      INVENTORY CLEARANCE
  
5.1     Discontinuation of Approved Company Products Without Cause .  At any time and for any reason 
        Company may choose to discontinue the manufacture and sale of any Company Product (each a
        “Discontinued Product”), and Company’s liability to Vendor shall be limited to the Commitment Period
        as set forth in the previous month’s Forecast, as defined in Section 6.1.
  
5.2     Discontinued Product Clearance .
  
        (a)     Company, in its sole discretion, may offset its liability for Commitment Period inventory by
                (i) purchasing some or all remaining Commitment Period inventory of Discontinued Product at the
                                                         9
                Purchase Price not later than [———-] from the date a Company Product became a
                Discontinued Product; and/or (ii) demanding destruction of some or all remaining Commitment 
                Period inventory of Discontinued Product and compensating Vendor in an amount equal to
                Vendor’s cost of raw materials and production plus reasonable, documented overhead expenses.
  
8
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.8.
  
9
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.9.

  
                                    5
                                                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                    Execution Copy
        (b)     Vendor shall have the right to sell all inventory of Discontinued Product in excess of the
                                                                          10
                Commitment Period inventory for a period of [———-] from the date the Company Product
                became a Discontinued Product, internationally to “Authorized Channels of Distribution” as such
                term is defined in the License Agreement and, at Company’s sole discretion, to other Approved
                close-out retailers, including (i) a commercially reasonable “run-out” of finished goods inventory
                in order to maximize the use of components, and (ii) work-in-progress at hand at the time
                Company Products became Discontinued Products that are completed by Vendor within a
                commercially reasonable time thereafter (each a “Discontinued Product Inventory”).
  
        (c)     All remaining Discontinued Product Inventory and components not sold by Vendor in
                accordance with Section 5.2(b) above shall be lawfully destroyed at Vendor’s sole expense
                                  11                                 12
                within [———-] after the end of the [———-] period, unless Company, in its sole
                discretion, Approves in advance Vendor’s further clearance of such remaining Discontinued
                Product Inventory and components, including Approval of the specific Company Products,
                quantities, channels of distribution, and markets or territories.
  
5.3                                                                  13
        Clearance of Current Excess Inventory .  Within [———-] of execution of this Agreement, Vendor
        shall provide Company a complete listing by quantity and SKU of the entire current inventory of
        Discontinued Products within the custody or control of Vendor and Vendor Affiliates, wherever located
        (“Excess Inventory”).  All Excess Inventory must be lawfully destroyed at Vendor’s sole expense on or
                             14
        before [———-] from the execution and delivery of this Agreement, unless Company, in its sole
        discretion, Approves in advance Vendor’s clearance of some or all of the Excess Inventory, including
        Approval of the specific Company Products, quantities, channels of distribution, and markets or
        territories, and the deadline by which such Excess Inventory must be sold and after which any remaining
        Excess Inventory must be lawfully destroyed at Vendor’s sole expense.  Vendor shall certify to 
        Company, in writing signed by its Chairman, President, Chief Executive Officer or Chief Financial
        Officer, that all remaining Excess Inventory has been destroyed.  Vendor’s failure to destroy or sell
        through the Excess Inventory per Company’s Approval as provided herein will constitute a breach of the
        Agreement.
  
10
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.10.
  
11
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.11.
  
12
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.12.
  
13
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.13.
  
14
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.14.

  
                                                         6
                                                                                                                        


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                     Execution Copy
6.      DISTRIBUTION/DELIVERY TO COMPANY STORES
  
6.1     Forecasting .  Each Brand will collaborate with Vendor to develop monthly forecasts for orders of 
        Company Products, which are subject to the agreement of Vendor and which shall be submitted by each
                                          15
        Brand to Vendor on a [———-] basis (“Forecasts”).  Each Forecast will stipulate first a Commitment
                                                                   16
        Period and then a Planning Period on a rolling ———-] basis.  Company will be liable to Vendor for
        Commitment Period inventory notwithstanding any change or plan or product discontinuation, but in no
        event will Company have any liability for Planning Period inventory.  Vendor agrees to abide by the terms
        and conditions of the EDI Addendum attached hereto as Appendix 2 in transmitting electronic documents
        to Company.
  
6.2     Vendor Freight Charges .  Vendor shall be solely responsible for all freight charges and all other costs in 
        relation to delivery of Company Products to poolers. Vendor shall not be obligated to ship any order for
                                                                                                                 17
        Company Products unless the purchase price of each order to be shipped is not less than [ ———- ]
                                                                                       18
        per order; provided, however, that the minimum freight order of [ ———-] shall not apply in the
        following circumstances:  (a) new product rollout (excluding single CCs of lip balm); (b) one all-store
        replenishment allocation per quarter; and (c) replenishment of any Company Products that have been out 
                                                                   19
        of stock in Vendor’s warehouse for more than [———-] .  Alternatively, at the sole option of 
        Company, Company may submit purchase orders for Company Products FOB Vendor’s distribution
        center, Dayton, New Jersey, with no minimum purchase price.
  
6.3     Store Support and Return Process .  Vendor shall provide a staff member with responsibility relating to 
        inventory and return issues.  Vendor shall also support a return process at Vendor’s sole cost and
        expense for Company Stores to return to Vendor any product improperly delivered and any damaged or
        defective Company Products, except that any leaking product shall be destroyed by Company at
        Vendor’s expense.
  
6.4     Failure to Satisfy Commitment Period Forecasts .  Subject in all respects to the provisions of Section 3.2,
        and 4.4 hereof, in the event of Vendor’s failure to satisfy Commitment Period Forecasts, including
        without limitation failure to deliver the correct quantity of Company Products, failure to deliver on time, or
        delivery of damaged or otherwise non-conforming products, then in such event, Company may exercise
        any and all available remedies as set forth in the VCA.
  
15
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.15.
  
16
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.16.
  
17
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.17.
  
18
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.18.
  
19
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.19.
  
     7
                                                                                                                       


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                             Execution Copy
6.5   Purchase Price .  For all Approved Company Products developed, produced, manufactured and 
                                                                              20
      supplied by Vendor to Company, Company shall pay Vendor [———-] of the Initial Retail Value of
      all Company Products received at the Company Stores or other locations Approved by Company (the
      “Purchase Price”).  However, for gift packs and other promotional items developed, produced,
      manufactured and supplied by Vendor to Company, a negotiated rate of compensation to the Vendor
      shall be agreed in advance.
  
7.    INTELLECTUAL PROPERTY
  
7.1   Ownership of Company Intellectual Property .  Vendor acknowledges that all rights, titles and interests in
      and to the Gap, Banana Republic and other Company names, trademarks, service marks and logos
      (“Company Marks”) and Creative and Company Products (collectively, “Company Intellectual
      Property”) shall be vested solely in Company, except Approved Third-Party Materials where Company
      has Approved the third party’s retention of ownership and the terms on which the Third-Party Materials
      will be licensed to Company.  Vendor shall provide reasonable assistance and cooperation to Company 
      to acquire, transfer, maintain, perfect and enforce Company’s rights, titles and interests in the Company
      Intellectual Property, and shall not at any time do or cause to be done, or fail to do or fail to cause to be
      done, any act or thing, directly or indirectly, contesting or in any way impairing those rights, titles or
      interests of Company.  If such reasonable assistance and cooperation involves more than administrative 
      acts, then the cost and expense of such reasonable assistance and cooperation shall be borne by
      Company.  Vendor acknowledges and agrees that (a) its use of the Company Intellectual Property shall 
      inure exclusively to benefit Company; (b) use of the Company Intellectual Property by Vendor does not
      convey to Vendor any right, title or interest in or to any of the Company Intellectual Property or related
      goodwill; (c) Vendor shall not contest, oppose, challenge or do anything to impair the validity, ownership
      or enforceability of any of the Company Intellectual Property or the exclusive ownership of Company in,
      or the exclusive right of Company to control the use of, the Company Intellectual Property, or attempt to
      register any Company Mark or any confusingly similar trademark, service mark, trade name or domain
      name; (d) Vendor will not directly or indirectly depreciate or attempt to depreciate the value of the 
      goodwill or reputation of any of the Company Intellectual Property, or use any of the Company
      Intellectual Property in any manner that is inconsistent with the terms of this Agreement.
  
7.2   Assignment .  Vendor hereby assigns to Company all of Vendor’s worldwide right, title and interest in
      and to all rights, title and interest in the Company Intellectual Property for the full term of protection of
      such rights, including any renewals and extensions, and agrees that such assignment shall be effective as
      soon as is possible under any applicable law, statute or regulation.  Vendor hereby further assigns to 
      Company all rights with respect to Third-Party Materials that Vendor may have such that Company has
      exclusive rights with respect to such Third-Party Materials.
  
7.3   Moral Rights .  Vendor also hereby irrevocably transfers and assigns to Company, and waives and 
      agrees never to assert, any and all “Moral Rights” (as defined below) Vendor may have in or with respect
      to any Company Intellectual Property, even after termination of Vendor's work on behalf of
      Company.  Vendor shall use its best efforts to obtain waivers of any and all “Moral Rights” from all of its
      employees, officers, agents, and/or contractors (and their employees, officers and/or agents).  “Moral
      Rights” means any rights to claim authorship of the Company Intellectual Property, to object to or
      prevent any modification of the Company Intellectual Property, to withdraw from circulation or control
      the publication or distribution of any Company Intellectual Property, and any similar right, existing under
      judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not
      such right is called or generally referred to as a “Moral Right.” 
20
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.20.

  
                                                         8
                                                                                                                       


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                  Execution Copy
8.    CONFIDENTIALITY
  
8.1   Confidentiality . For the avoidance of doubt, the following categories of confidential and proprietary
      information are subject to the confidentiality obligations set forth in the VCA: All products, concepts,
      Formulae, scents, fragrances, colors, packaging, prices, costs, financial information, product concepts,
      strategic or other plans, sales, sourcing, lists of dealers and customers and prospective dealers and
      customers, and any proposals made to or received from prospective dealers or suppliers related to
      Company Products. Confidentiality shall not apply to: (a) information that at the time of receipt by
      Vendor was already known to Vendor; (b) information that at any time is received in good faith by
      Vendor or any of its Affiliates from a third party, which was lawfully in the possession of the third party
      and the third party had the right to disclose; (c) information that as of the date of receipt by Vendor is in
      the public domain or subsequently enters the public domain without fault on the part of Vendor; (d) is
      disclosed pursuant to compulsory process or governmental requirement after Vendor has promptly
      notified Company of such compulsory process or governmental requirement, and Company has had the
      opportunity to obtain a protective order or confidential treatment agreement with provisions equivalent to
      the provisions of this Agreement, it being expressly understood that the burden of proof to establish any
      and all of the aforementioned exceptions from confidential treatment shall be upon Vendor and shall be
      evidenced solely by the written records of Vendor.
  
8.2   Legally Required Disclosures . Nothing in this Section shall prohibit disclosure of information that Vendor
      believes in good faith is required to be disclosed by law, including without limitation the applicable rules
      and regulations of the Securities and Exchange Commission (“SEC”), the Nasdaq Stock Market, any
      other exchange where Vendor’s securities may be listed for trading, or any court decision that is binding
      on Vendor (“Applicable Securities Laws”), but any such disclosure must be reviewed by Company in
      advance and must be submitted to Company with reasonable advance notice and in no event less than
      one (1) full business day, or twenty-four (24) hours, whichever is longer, prior to disclosure. Company
      understands that this Agreement is a material contract to be filed by Vendor with the SEC. Vendor will
      file a confidential treatment request for the financial and commercial information contained in the
      Agreement to the extent permitted by the applicable Federal securities laws and will provide Company
      with reasonable advance notice and in no event less than one (1) full business day, or twenty-four (24)
      hours, whichever is longer, prior to such filing.
  
9.    INDEMNIFICATION
  
9.1   Indemnification by Vendor . In addition to Vendor’s indemnification obligations under the VCA, Vendor
      agrees to defend, indemnify and hold Company, its officers, directors, agents and employees free and
      harmless from and against any and all liabilities, losses, demands, causes of action, costs, injuries,
      damages and expenses, including attorneys’ fees, which Company may suffer or incur as a result of any
      claims made in connection with or arising from any Creative (except to the extent Company has to pay
      the owner of the Formulae for removal of the Formulae for subsequent use with a third party filler after
      termination or expiration of this Agreement) or Company Products provided to, for, or on behalf of
      Company by Vendor, any Vendor Affiliate or Vendor’s subcontractor, agent, or representative, including
      but not limited to any claims based on: Vendor’s failure to comply with any applicable domestic or
      foreign law, statute or regulation; personal injuries; the negligence, acts or omissions of Vendor, any
      Vendor Affiliate, or any of Vendor’s representatives, agents, contractors or assigns; the breach of or
      failure to perform under any term, obligation, requirement or provision of this Agreement; any
      unauthorized use of any Company Intellectual Property; any infringement or alleged infringement by
      Vendor or any Vendor Affiliate of the rights of any third party relating to the Creative or any Company
      Product; and/or the breach of any representation or warranty set forth herein. If Vendor does not
      promptly assume the defense of any claim tendered for indemnification hereunder, then Company may
     defend the claim itself, with counsel of the Company’s choosing, at the expense of Vendor.

  
                                                    9
                                                                                                                          


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                     Execution Copy
9.2     Indemnification by Company .  Company agrees to defend, indemnify and hold Vendor, Vendor 
        Affiliates, and their several officers, directors, agents and employees free and harmless from and against
        any and all liabilities, losses, demands, causes of action, costs, injuries, damages and expenses, including
        attorneys’ fees, which Vendor or Vendor Affiliates may suffer or incur as a result of any claims made in
        connection with or arising from any claims made by third parties against Vendor for Company’s breach
        of this Agreement or infringement of intellectual property rights arising out of the Approved use of any
        materials provided by Company to Vendor for use in the development, production, manufacture or
        distribution of Company Product.  If Company does not promptly assume the defense of any claim 
        tendered for indemnification hereunder, then Vendor, Vendor Affiliates, and the other persons entitled to
        indemnification under this Agreement may defend the claim themselves, with counsel of their choosing, at
        the expense of Company.
  
10.     TERM AND TERMINATION
  
10.1    Term .  This Agreement shall be effective on the Effective Date and, unless terminated earlier as provided
        in this Agreement, shall continue in full force and effect until December 31, 2011 (the “Term”).
  
10.2    Product Launch Expenditures .  Vendor may submit for Approval by each Brand’s CFO or his or her
        designee, written estimates for any new tooling or capital investment expenditures that are reasonably
        necessary for Vendor to support new product launches scheduled to occur within the period from [——
             21
        —-] .  In the event that the parties do not reach agreement to renew this Agreement upon expiration, 
        Company agrees to reimburse Vendor for the unamortized costs of any Approved tooling and/or capital
                                                                                                                    22
        investment expenditure(s) actually incurred during such period, in an amount not to exceed [ ———-]
                                                      23
        total for all Brands, payable within [———-] of receipt of Vendor’s invoice for such expenditures with
        supporting documentation.
  
10.3    Events of Default .  If any of the following events shall occur (each, an “Event of Default”):
  
        (a)     Vendor commits a material breach of this Agreement or the VCA that is not capable of remedy,
                including but not limited to a material breach of Vendor’s confidentiality, non-competition or
                intellectual property obligations;
  
        (b)     Vendor commits a material breach of this Agreement or the VCA that is capable of remedy and
                                                                24
                fails to remedy such breach within [———-]            of Company’s written notice to Vendor of the
                breach;
  
        (c)     Vendor:
  
                (i)     is unable to pay its debts or appears to be unable to pay or to have no reasonable
                        prospect of being able to pay his debts, or is insolvent within the meaning of any
                        applicable law;
  
21
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.21.
  
22
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.22.
  
23
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.23.
  
24
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.24.

  
                                                        10
                                                                                                                       


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                      Execution Copy
                (ii)    is adjudged by any court insolvent or bankrupt;
  
                (iii)   has a petition presented for its winding up or issues a notice convening a meeting of
                        shareholders to consider a resolution for winding up or has a petition presented for its
                        administration or an application for an administration order is made, or has a similar
                        procedure commenced by or against it under any applicable law; or
  
                (iv)    suffers an encumbrance taking possession of or suffers the appointment of a receiver or
                        administrative receiver or administrator or any similar person under any applicable law or
                        suffers any sequestration order being made in respect of the whole or substantial part of
                        its assets;
  
        (d)     Vendor or any Vendor Affiliate directly or indirectly opposes (or assists any third party to
                oppose) the application, registration or renewal of any Company trademark, design and/or
                patent, including without limitation the Company Intellectual Property;
  
        (e)     Vendor or any Vendor Affiliate itself registers or disputes or directly or indirectly assists any third
                party to dispute the validity of any Company trademark, design and/or patent, including without
                limitation the Company Intellectual Property; or
  
        (f)     Gary McNatton or a substitute Approved by Company (which Approval will not be
                unreasonably withheld) ceases to be substantially involved in the Development Services;
  
        then Company may, without prejudice to any other rights and remedies it may have and without penalty,
        upon written notice to Vendor:
  
        (w)     immediately terminate this Agreement in its entirety; or
  
        (x)     immediately terminate the Agreement as to the Banana Republic Brand, the Gap Brand, and/or
                the Outlet Brands, or as to particular Company Product lines or categories within one or more
                Brands; or
  
        (y)     immediately terminate only the Development Services or the manufacture of Approved Company
                Products, triggering the need for Company and Vendor to renegotiate in good faith the terms and
                conditions of the existing Agreement; or
  
        (z)     inform Vendor that Company is considering terminating the Agreement (the “ Interim Termination
                                                             25
                Notice ”) and at any time during the [———-] following such notice, give Vendor not fewer
                                 26
                than [———-]             notice of the day when the Agreement shall terminate, in whole or in part.
  
25
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.25.
  
26
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.26.

  
                                                           11
                                                                                                                        


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                         Execution Copy
10.4      Commitment Period Inventory; Wind-Down on Expiration; No Wind-Down on Event of Default .
  
          (a)     Commitment Period Inventory .  Company, in its sole discretion, may offset its liability for 
                  Commitment Period inventory upon expiration of the Agreement by (i) purchasing some or all
                  remaining Commitment Period inventory at the Purchase Price and/or (ii) demanding destruction
                  of some or all remaining Commitment Period inventory and compensating Vendor in an amount
                  equal to Vendor’s cost of raw materials and production plus reasonable, documented overhead
                  expenses.
  
          (b)     Wind-Down on Expiration .

                  (i)                          27
                          Within [———-] of expiration of this Agreement, Vendor shall deliver to Company a
                          complete and accurate schedule of Vendor's inventory of Company Products on hand in
                          excess of the Commitment Period inventory, in process of manufacture and in transit,
                          including without limitation, raw materials, bulk materials, ingredients, supplies and
                          containers, as of the close of business on the date of expiration (the “Final
                          Inventory”).  Company shall have the option, exercisable by notice to Vendor within [—
                                    28
                          ———] after its receipt of the Final Inventory schedule, or from time to time
                          thereafter to the extent Final Inventory is available, to purchase any or all of the Final
                          Inventory for an amount equal to the Purchase Price.  If such purchase option should be 
                          exercised by Company, then Vendor shall deliver to Company or its designee all of the
                                                                                        29
                          Final Inventory purchased by Company within [———-] after Company's said notice
                          of exercise of its option.  Company shall pay Vendor for such Final Inventory within [—
                                  30
                          ——-]         after delivery of such Final Inventory.

                  (ii)    Upon expiration of this Agreement and to the extent Company has not exercised its
                          option to purchase all or part of the Final Inventory, then Vendor shall have a [———-]
                          31
                               wind-down period (the “Wind-Down Period”) to sell the remaining Final Inventory of
                          Company Products internationally to “Authorized Channels of Distribution” as such term
                          is defined in the License Agreement and, at Company’s sole discretion, to other
                          Approved close-out retailers, including (i) a commercially reasonable “run-out” of
                          finished goods inventory in order to maximize the use of components, and (ii) work-in-
                          progress at hand at the expiration of this Agreement that is completed by Vendor within a
                          commercially reasonable time thereafter (collectively “the Wind-Down Inventory
                          Amount”).  All remaining inventory from the Wind-Down Inventory Amount and
                          components not sold by Vendor as set forth above shall be lawfully destroyed at
                                                                       32
                          Vendor’s sole expense within [———-] after the end of the Wind-Down Period,
                          unless Company, in its sole discretion, Approves in advance Vendor’s further clearance
                          of such remaining Wind-Down Inventory Amount and components, including Approval
                          of the specific Company Products, quantities, channels of distribution, and markets or
                          territories.  Vendor shall certify to Company, in writing signed by its Chairman, President,
                          Chief Executive Officer or Chief Financial Officer, that all remaining Wind-Down
                          Inventory has been destroyed.


27
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.27.
  
28
     Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.28.
  
29
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.29.
  
30
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.30.
  
31
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.31.
  
32
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.32.

  
                                                        12
                                                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                   Execution Copy
                (iii)   Except as otherwise specifically provided to the contrary in this Agreement, on the
                        expiration or termination of this Agreement, all of the rights of Vendor under this
                        Agreement shall terminate forthwith and shall revert automatically to Company.

        (c)     Vendor’s Event of Default .  In the event this Agreement is terminated for Vendor’s Event of
                Default as set forth in Section 10.3, Vendor shall have no continuing license to develop,
                manufacture, produce, distribute, sell or otherwise use any of the Creative or Company Products
                created pursuant to this Agreement, and Company shall have no liability to Vendor for any
                remaining inventory.  Vendor shall lawfully destroy any remaining inventory of Approved 
                Company Product, absent express, written agreement with Company to the contrary, and shall
                certify to Company, in writing signed by its Chairman, President, Chief Executive Officer or Chief
                Financial Officer, that the inventory has been destroyed.
  
11.     GENERAL PROVISIONS
  
11.1    Non-Competition .  During the term of this Agreement, Vendor may not enter into any agreement for the 
        development, production, manufacture, distribution or sale of Personal Care Products or Home
                                           33
        Fragrance Products with [———-] .
  
11.2    No Assignment .  Neither party shall assign, transfer or delegate its rights or obligations under this 
        Agreement without the prior written consent of the other party, which consent shall not be unreasonably
        withheld.  Any purported assignment, transfer, delegation or other disposition, except as permitted herein,
        shall be null and void.  Notwithstanding the foregoing, Company may assign the Agreement (without 
        obtaining Vendor’s prior written consent) to any of its respective current or future worldwide divisions,
        subsidiaries and/or affiliated companies.
  
11.3    Notices .  Any notice, request, demand or other communication required or permitted hereunder shall be 
        in writing, shall reference this Agreement and shall be deemed to be properly given:  (a) when delivered 
        personally; (b) when sent by facsimile, with written confirmation of receipt by the sending facsimile 
        machine; (c) three (3) business days after having been sent by registered or certified mail, return receipt
        requested, postage prepaid; or (d) upon delivery by an overnight private industry express courier, with
        written confirmation of receipt.  All notices shall be sent to the following addresses (or to such other 
        address or person as may be designated by a party by giving written notice to the other party pursuant to
        this Section):
  
33
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.33.

  
                                                        13
                                                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                    Execution Copy
       Company :                                                             Vendor :
       General Manager, Banana Republic                                      Attn: Mr. Jean Madar, CEO
          Personal Care                                                      Attn: Mr. Russell Greenberg, CFO
       General Manager, Gap Personal Care                                    Inter Parfums, Inc.
       General Manager, Outlet Personal Care                                 551 Fifth Avenue
       Gap Inc.                                                              New York, NY 10176
       Two Folsom Street                                                     Facsimile:  (212) 983-0654
       San Francisco, CA  94105                                                
       BR Facsimile:  (415) 427-5433                                           
       Gap Facsimile:  (415) 427-7046                                          
                                                                               
       With a copy to:                                                         
                                                                               
       General Counsel                                                         
       Gap Inc.                                                                
       Two Folsom Street                                                       
       San Francisco, CA  94105                                                
       Facsimile:  (415) 427-6982                                              
  
11.4   Entire Agreement .  This Agreement, together with the VCA, constitutes the entire agreement between 
       Company and Vendor concerning the subject matter herein, and supersedes any and all previous oral
       and/or written agreements or understandings between Company and Vendor related thereto.  This 
       Agreement may be modified only by a written amendment executed by Company and
       Vendor.  Notwithstanding anything to the contrary contained in the VCA, no amendment, modification or
       change to the VCA shall be effective against Vendor if such amendment, modification or change shall
       have an adverse effect upon Vendor or shall increase the obligations of Vendor under this Agreement or
       the VCA.
  
11.5   Severability; Survival .  Any term, requirement or provision of this Agreement that is determined to be 
       invalid or unenforceable will be ineffective to the extent of such determination without invalidating the
       remaining terms, requirements and provisions of this Agreement or affecting the validity or enforceability
       of such remaining terms, requirements and provisions.  The obligations of the parties that by their nature 
       would continue beyond the termination or expiration of this Agreement shall survive termination or
       expiration of this Agreement for any reason.
  
11.6   Force Majeure .   If the performance of any part of this Agreement by either party (the “Interrupted
       Party”) is prevented or delayed by reason of any flood, riot, fire, explosion, war, terrorist act,
       governmental action or inaction in response to, or in contemplation of, a terrorist act, or any other
       casualty or cause beyond the control of the Interrupted Party, which cannot be overcome (a “Force
       Majeure Event”), the Interrupted Party shall be excused from such performance to the extent that it is
       necessarily prevented, hindered or delayed thereby, for so long as such event shall continue to prevent,
       hinder or delay such performance.  This Agreement shall be deemed suspended so long as and to the 
       extent that any such cause shall operate to prevent, hinder or delay the performance by the Interrupted
       Party of its obligations; however, the other party, at its sole option, shall have the right to terminate this
       Agreement immediately if the Interrupted Party’s performance is suspended pursuant to this Section for
                              34
       more than [———-] .  Upon the occurrence of a Force Majeure Event, the Interrupted Party shall, as
       soon as reasonably practicable thereafter, notify the other party of the nature and extent of any such
       Force Majeure Event.
  
34
   Confidential information omitted and filed separately with the SEC with a request for confidential treatment by
Inter Parfums, Inc. No. 10.140.34.

  
                                                        14
                                                                                                        


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                          Execution Copy
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by signing below:
  
The Gap, Inc.                                       Inter Parfums, Inc.
                                                      
By:                                                 By: /s/ Russell Greenberg
       Name:                                               Name: Russell Greenberg
       Title:                                              Title: Executive Vice President
       Date:                                               Date:
                                                      
Banana Republic, LLC                                Inter Parfums USA, LLC
                                                      
                                                    By: Inter Parfums, Inc., Sole Member
By:                                                   
       Name:                                        By: /s/ Russell Greenberg
       Title:                                              Name: Russell Greenberg
       Date:                                               Title: Executive Vice President
                                                           Date:  
                                                      
(continues on next page)                              
                                                      
(continues from previous page)                        
                                                      
Gap (Apparel), LLC                                  Gap (ITM) Inc.
                                                      
By:                                                 By:     
       Name:                                               Name:
       Title:                                              Title:
       Date:                                               Date:

  
                                                  15
                                                                                      


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                        Execution Copy
Banana Republic (Apparel), LLC             Banana Republic (ITM) Inc.
                                             
By:                                        By:     
     Name:                                      Name:
     Title:                                     Title:
     Date:                                      Date:
                                             
Gap (Canada), Inc.                         Gap (Puerto Rico), Inc.
                                             
By:                                        By:     
     Name:                                      Name:
     Title:                                     Title:
     Date:                                      Date:

  
                                      16
                                                                                                                


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                Execution Copy
                                                  Appendix 1
  
                                 PERSONAL CARE AGREEMENT
                              PRODUCT CATEGORIES DESCRIPTIONS

                        Exclusive rights                                       Non-Exclusive rights 
                                                                    
Fragrances (Perfume, Eau de Perfume, Eau de toilette,             Hair Care (Conditioners, shampoo, hair
cologne) for men, women, baby and unisex. As well as their        sprays, hair styling products)
corresponding ancillaries (shower gel, body lotion, body
cream, body spray, soap, shaving products, deodorant)
                                                                    
Cosmetics (blushers, eye makeup, face powders, lipsticks,         Cosmetics Accessories such as cosmetics
colored lip balms and lip glosses, makeup bases), nail color      bags, Dopp kits, tweezers
(nail polish)
                                                                    
Skincare Products (baby powders, oils and lotions, bath           Home Fragrances accessories
additives, facial treatments, hand and body creams, lotions
and treatments, skin care products for women, men and
children, sun care products, talcum and dusting powders,
personal cleansing products)
                                                                    
Home Fragrances (room spray, scented candles, unscented              
candles, incense sticks, fragrance oils, potpourri beads,
scented sachets, scented beads, oil stick)

No rights
  
Hair Care (Ethnic hair products, hair coloring products, hair perming products, brushes, combs, hair dryers,
specialty hair products…)
  
Oral Care Products (denture products, jellies and treatment, mouth wash, toothbrushes, tooth paste)
  
Other Toiletries (depilatories, waxes and bleaches)
  
Nail Care (artificial nails, nail and cuticle treatments, nail polish remover, dryer and thinner)
  
Other (fragranced fabric, leather or apparel related-item)

  
                                                                                                                    


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                   Execution Copy
                                                   Appendix 2
  
                                               EDI ADDENDUM
  
NOTICE TO VENDOR:  COMPLIANCE WITH ALL TERMS, REQUIREMENTS AND 
PROVISIONS OF THIS EDI ADDENDUM IS A CONDITION OF DOING BUSINESS WITH
COMPANY.  VENDOR’S F A I L U R E T O E X E C U T E T H I S A D D E N D U M S H A L L N O T
CONSTITUTE A WAIVER OF ANY TERM, REQUIREMENT OR PROVISION HEREIN BY
COMPANY OR A WAIVER OF COMPANY’S RIGHT TO ENFORCE THIS ADDENDUM OR
INSIST ON VENDOR’S STRICT ADHERENCE TO ITS TERMS, REQUIREMENTS AND
PROVISIONS.  UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING BY COMPANY, 
VENDOR’S PERFORMANCE OR UNDERTAKING OF ANY OBLIGATION TO COMPANY
SHALL BE DEEMED AN ACCEPTANCE OF THIS AGREEMENT BY VENDOR.
  
This EDI Addendum is a legally binding agreement between The Gap, Inc., Banana Republic LLC, Gap
(Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC, Banana Republic (ITM), Inc. and Gap
(Canada) Inc., together with their subsidiaries who operate stores (collectively, the “Company”) on the one hand
and Inter Parfums, Inc. and its subsidiary Inter Parfums, S.A. and their its subsidiary and affiliated companies and
representatives (“Vendor”).
  
1.      Incorporation .
  
        This document is an addendum to the Agreement in place between Company and Vendor dated
        __________, 2005 (the “Agreement”), and is also subject to the EDI implementation and operational
        requirements contained in the Personal Care Vendor Handbook. Your signature below will constitute
        acceptance of the terms and conditions set forth of each of the aforementioned documents.
  
        Company shall have the right to revise or modify the terms, conditions and/or requirements contained in
        any of the above from time to time on written or electronic notice to Vendor.
  
2.      Documents .
  
        Each party shall electronically transmit to or receive from the other the transaction sets specified in the
        Agreement (“Documents”) as well as such additional Documents as Company may from time to time
        specify upon written or electronic notice to Vendor by amendment to the Agreement.
  
3.      Standards .
  
        Unless otherwise specified by Company in writing, all Documents shall be transmitted in accordance with
        the American National Standards Institute (“ANSI”) X.12 Standards; however, to the extent modified or
        clarified by the Voluntary Inter Industry Communication Standards Committee (“VICS”), the latter shall
        apply and prevail.
  
4.      Network .
  
        Unless otherwise expressly agreed by Company in writing, the electronic transmission of Documents by
        Vendor hereunder must be through an acceptable third-party value-added network (VAN), which shall
        be compatible with the network used by Company.  Vendor shall be solely responsible for its own VAN 
        costs, including its costs to send any transmission to or receive any from Company or its
        representatives.  Vendor shall further be solely responsible and liable for the acts or omissions of its VAN 
     while transmitting, receiving, storing or handling Documents or performing any other related activities.

  
                                                      1
                                                                                                                 


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                             Execution Copy
     Vendor agrees to access its electronic mailbox at least twice every business day and that it shall process
     Documents and provide communication on a timely basis.  Vendor further agrees that it shall have at all 
     times the capacity to receive, review and store all comments, and notes sections of any transmission
     (including the Special Instructions on Company’s Purchase Orders and as specified in the most current
     EDI Implementation and Operational Requirements).
  
     Unless otherwise expressly provided in writing by Company’s Sourcing and Logistics Department,
                                                     35
     Vendor shall be required to send a Ready to Ship agree that a Ready to Ship shall be transmitted via
     EDI for each shipment made under any Purchase Order seventy-two (72) hours prior to ship date (to
     Company).
  
     Unless otherwise expressly provided in writing by Company’s Sourcing and Logistics Department,
     Vendor agrees that it shall transmit via EDI an Advance Ship Notice for each shipment made under any
     Purchase Order within:
  
     4.1           Two (2) hours of departure of any goods from Vendor’s United States facility or
  
     4.2           Twenty-four (24) hours of departure of any goods from non-United States Vendor facilities.
  
     Vendor shall obtain and use electronic mail on a VAN to facilitate communications between the parties.
  
5.   Proper Receipt .
  
     Data involving, connected with, or related to any Document transmitted through the use of electronic
     transmission shall be deemed received (and effective) upon the earlier of the following:  (a) when the 
     receiving party actually retrieves such data from its electronic mailbox, or (b) twenty-four (24) hours
     (excluding the receiving party’s Saturdays and Sundays, and holidays provided sufficient advance written
     notice is given to Company’s Sourcing and Logistics Department) after transmission by the originating
     party.  Immediately upon receipt of any such transmission (but at least within twenty-four (24) hours of
     receipt) the receiving party shall transmit to the other party a functional acknowledgment.  If any 
     transmitted Document is received in unintelligible or garbled form, or if it contains any translation,
     structure or other errors, the receiving party shall immediately notify the originating party (but at least
     within forty-eight (48) hours of receipt); in the absence of such timely notice, the originating party’s
     records for the contents of such Document shall control.
  
6.   Costs .
  
     Vendor shall be solely responsible for its own costs of obtaining and maintaining all equipment, software,
     and services necessary for the reliable, complete and timely electronic transmission, receipt and storage
     of all Documents, as well as access to the VAN.
  
7.   Confidential and Proprietary Information.
  
     In addition to the terms of the Vendor Compliance Agreement, Vendor understands and acknowledges
     that all information and communications transmitted electronically to or from Vendor regarding in any way
     Company and/or its business relationship with Vendor is confidential and proprietary information of
     Company.  Vendor shall take all steps necessary to ensure that only authorized personnel have access to 
     any such electronic records and shall preserve the confidentiality of the information to the same extent that
     Vendor uses to safeguard its own confidential information.  Vendor shall further provide for backup and 
     recovery of records to protect against information loss. Vendor shall implement security measures to
       protect against the use of its facilities, information, computers, and any third party network access devices
       and passwords to transmit unauthorized, fraudulent or incorrect messages and will regularly test and re-
       evaluate the effectiveness of such measures.


35
     Ready to Ship transactions are not required from all Vendors. Company’s Sourcing department will identify
in writing Vendors that are required to send the Ready to Ship.

  
                                                        2
                                                                                                                 


EXHIBIT 10.140: CERTAIN CONFIDENTIAL INFORMATION IN THIS
EXHIBIT 10.140 WAS OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) WITH A REQUEST
FOR CONFIDENTIAL TREATMENT BY INTER PARFUMS, INC.

                                                                                                Execution Copy
8.     Signed Writing.
  
       Each party acknowledges and agrees that (a) all electronic transmissions under this Agreement shall be
       deemed to be signed writings, and (b) Company’s transmission of any Commitment or Purchase Order
       to Vendor under this Agreement shall be deemed to have been signed and Approved by an authorized
       Company representative.
  
9.     Liability for Errors and Losses
  
       Vendor shall be liable to Company for all direct damages to Company resulting from any erroneous or
       fraudulent messages received by Company, and for any action Company takes in reliance on such
       erroneous or fraudulent messages, whether or not Vendor evidenced negligence with respect to the
       transmission. Vendor shall be liable for the errors or omissions of its VAN, except that such liability is
       also limited by the provisions of this section as if the damages were caused by Vendor itself.
  
Vendor                                                      The Gap, Inc.
                                                              
                                                                
Signature of Authorized Representative                      Signature of Authorized Representative
                                                              
                                                                
Print Name                                                  Print Name
                                                              
                                                                
Title                                                       Title
                                                              
                                                                
Date                                                        Date
                                                              
                                                            [signature lines to be added]

  
                                                       3
                                                                                                                 
Exhibit 21
                                       LIST OF SUBSIDIARIES

Name                                            Jurisdiction
                                                  
Inter Parfums Holdings, S.A.                    France
Inter Parfums, S.A.                             France
Jean Philippe Fragrances, LLC                   New York
Inter Parfums USA, LLC                          New York
Nickel USA, Inc.                                Delaware
Inter Parfums Limited                           United Kingdom
Inter Parfums Gmbh                              Germany
Inter Parfums srl                               Italy
Inter España Parfums et Cosmetiques, SL         Spain
Inter Parfums Suisse, S.A.                      Switzerland

  
                                                  

                                                                  
Exhibit 23
  
             CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136988)
and Form S-3 (No. 333-141963) under the Securities Act of 1933 of Inter Parfums, Inc. of (i) our report dated
March 10, 2010 on the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31,
2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year
period ended December 31, 2009   and (ii) to our report dated March 10, 2010 on the effectiveness of the Inter
Parfums, Inc. maintenance of internal controls over financial reporting as of December 31, 2009. Each report
appears in the December 31, 2009 Annual Report on Form 10-K of Inter Parfums, Inc.
  
Mazars LLP
  
New York, New York
  
March 10, 2010
  
  
                                                         

                                                                                                               
Exhibit 31.1
                                               CERTIFICATIONS

I, Jean Madar, certify that:

1. I have reviewed this annual report on Form 10-K of Inter Parfums, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have: 

        a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
        to be designed under our supervision, to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;

        b) Designed such internal control over financial reporting, or caused such control over financial reporting
        to be designed under our supervision, to provide reasonable assurance regarding  the reliability of 
        financial reporting and the preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;

        c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
        report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of
        the period covered by this report based upon such evaluation; and

        d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
        occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an
        annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
        internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

  
                                                             
                                                                                                                       
         
       a) all significant deficiencies and material weaknesses in the design or operation of internal controls over
       financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; and

       b) any fraud, whether or not material, that involves management or other employees who have a
       significant role in the registrant's internal control over financial reporting.

Date: March 10, 2010

/s/ Jean Madar
Jean Madar, Chief Executive Officer
  
  
                                                           

                                                                                                                       
Exhibit 31.2

I, Russell Greenberg, certify that:

1. I have reviewed this annual report on Form 10-K of Inter Parfums, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report,
fairly present in all material respects the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have: 

        a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
        to be designed under our supervision, to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others within those entities, particularly
        during the period in which this report is being prepared;

        b) Designed such internal control over financial reporting, or caused such control over financial reporting
        to be designed under our supervision, to provide reasonable assurance regarding  the reliability of 
        financial reporting and the preparation of financial statements for external purposes in accordance with
        generally accepted accounting principles;

        c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
        report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of
        the period covered by this report based upon such evaluation; and

        d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
        occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in case of an
        annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
        internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

  
                                                             
                                                                                                                       
         
       a) all significant deficiencies and material weaknesses in the design or operation of internal controls over
       financial reporting which are reasonably likely to adversely affect the registrant's ability to record,
       process, summarize and report financial information; and

       b) any fraud, whether or not material, that involves management or other employees who have a
       significant role in the registrant's internal control over financial reporting.

Date: March 10, 2010

/s/ Russell Greenberg
Russell Greenberg
Chief Financial Officer and
Principal Accounting Officer
  
  
                                                           

                                                                                                                       
Exhibit 32.1
                                                 CERTIFICATION
  
         The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Inter Parfums, Inc., that the Annual
Report of Inter Parfums, Inc. on Form 10-K for the year ended  December 31, 2009, fully complies with the 
requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and results of operation of Inter Parfums, Inc.
  
Date: March 10, 2010                                          By: /s/ Jean Madar
                                                                     Jean Madar
                                                                     Chief Executive Officer

        A signed original of this written statement required by Section 906 has been provided to Inter Parfums,
Inc. and will be retained by Inter Parfums, Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.

  
                                                              

                                                                                                                         
Exhibit 32.2
                                                         
                                                 CERTIFICATION
  
         The undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Inter Parfums, Inc., that the Annual
Report of Inter Parfums, Inc. on Form 10-K for the year ended  December 31, 2009, fully complies with the 
requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such
report fairly presents, in all material respects, the financial condition and results of operation of Inter Parfums, Inc.
  
Date: March 10, 2010                                           By: /s/ Russell Greenberg
                                                                     Russell Greenberg
                                                                     Executive Vice President,
                                                                     Chief Financial Officer and
                                                                     Principal Accounting Officer
  
         A signed original of this written statement required by Section 906 has been provided to Inter Parfums,
Inc. and will be retained by Inter Parfums, Inc. and furnished to the Securities and Exchange Commission or its
staff upon request.