10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007 or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file no. 0-16469

Inter Parfums, Inc.

(Exact name of registrant as specified in its charter)

Delaware	13-3275609
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
551 Fifth Avenue, New York, New York	10176
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: 212.983.2640.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of exchange on which registered
Common Stock, $.001 par value per share	The Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act:

None

Title of Class

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any other amendment to this Form 10K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filed. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act).

Large accelerated Filer o	Accelerated filer x
Non-accelerated filer o	Smaller Reporting Companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $249,827,000 of voting equity and $-0- of non-voting equity.

Indicate the number of shares outstanding of the registrant's $.001 par value common stock as of the close of business on the latest practicable date March 5, 2008: 20,413,117.

Documents Incorporated By Reference: None.

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Table of Contents

		Page
Note on Forward Looking Statements
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	22
Item 3.	Legal Proceedings	23
Item 4.	Submissions of Matters to a Vote of Security Holders	23
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	40
Item 9A.	Controls and Procedures	41
Item 9AT.	Controls and Procedures	42
Item 9B.	Other Information	42
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	49
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
Item 14.	Principal Accountant Fees and Services	66
PART IV
Item 15.	Exhibits and Financial Statement Schedules	68
FINANCIAL STATEMENTS		F-1
SIGNATURES

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FORWARD LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, and if incorporated by reference into a registration statement under the Securities Act of 1933, as amended, within the meaning of Section 27A such act. When used in this report, the words “anticipate,” “believe,” “estimate,” “will,” “should,” “could,” “may,” “intend,” “expect,” “plan,” “predict,” “potential,” or “continue” or similar expressions identify certain of such forward-looking statements. Although we believe that our plans, intentions and expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved.

Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this report. Important factors that could cause actual results to differ materially from our forward-looking statements are set forth in this report, including under the heading “Risk Factors”. Such factors include dependence upon Burberry for a significant portion of our sales, continuation and renewal of existing license agreements, sales and marketing efforts of specialty market retailers, such as The Gap, Inc., protection of our intellectual property rights, effectiveness of sales and marketing efforts and product acceptance by consumers, dependence upon third party manufacturers and distributors, dependence upon management, competition, currency fluctuation and international tariff and trade barriers, governmental regulation and possible liability for improper comparative advertising or “Trade Dress”.

These factors are not intended to represent a complete list of the general or specific factors that may affect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant, presently or in the future, and the factors set forth herein may affect us to a greater extent than indicated. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this report. Except as required by law, we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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PART I

Item 1. Business

Introduction

We are Inter Parfums, Inc. We operate in the fragrance business, and manufacture, market and distribute a wide array of fragrances and fragrance related products. Organized under the laws of the State of Delaware in May 1985 as Jean Philippe Fragrances, Inc., we changed our name to Inter Parfums, Inc. in July 1999. We have also retained our brand name, Jean Philippe Fragrances, for some of our mass-market products.

Our worldwide headquarters and the office of our three (3) wholly-owned subsidiaries, Jean Philippe Fragrances, LLC and Inter Parfums USA, LLC, both New York limited liability companies, and Nickel USA, Inc., a Delaware corporation, are located at 551 Fifth Avenue, New York, New York 10176, and our telephone number is 212.983.2640.

Our consolidated wholly-owned subsidiary, Inter Parfums Holdings, S.A., its majority-owned subsidiary, Inter Parfums, S.A., and its three (3) wholly-owned subsidiaries, Inter Parfums Grand Public, S.A., Inter Parfums Trademark, S.A., Nickel, S.A., maintain executive offices at 4, Rond Point des Champs Elysees, 75008 Paris, France. Our telephone number in Paris is 331.5377.0000. In July 2007, Inter Parfums Grand Public, S.A. and Inter Parfums Trademark, S.A were merged into Inter Parfums, S.A. Inter Parfums S.A. is also the majority owner of four (4) distribution subsidiaries, Inter Parfums Limited, Inter Parfums Gmbh, Inter Parfums srl and Inter España Parfums et Cosmetiques, SL, covering territories in The United Kingdom, Germany, Italy and Spain, respectively.

Our common stock is listed on The Nasdaq Global Select Market under the trading symbol “IPAR” and we are considered a “controlled company” under the applicable rules of The Nasdaq Stock Market. The common shares of our subsidiary, Inter Parfums S.A., are traded on the Euronext Exchange.

We maintain our internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. You can obtain through our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after we have electronically filed with or furnished them to the SEC.

Summary

The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial statements, including the related notes, contained or incorporated by reference in this report.

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We operate in the fragrance business and manufacture, market and distribute a wide array of fragrances and fragrance related products. We manage our business in two segments, European based operations and United States based operations. Our prestige fragrance products are produced and marketed by our European operations through our 72% owned subsidiary in Paris, Inter Parfums, S.A., which is also a publicly traded company as 28% of Inter Parfums, S.A. shares trade on the Euronext. Prestige cosmetics and prestige skin care products represent less than 3% of consolidated net sales.

We produce and distribute our prestige fragrance products primarily under license agreements with brand owners, and prestige product sales represented approximately 85% of net sales for 2007. We have built a portfolio of prestige brands, which include Burberry, Lanvin, Paul Smith, S.T. Dupont, Christian Lacroix, Quiksilver/Roxy, Van Cleef & Arpels and Nickel whose products are distributed in over 120 countries around the world. During the first half of 2007 we began operations of our four newly established majority-owned European distribution subsidiaries. Shipments to these subsidiaries are not recognized as sales until that merchandise is sold by the distribution subsidiary to its customers. Burberry is our most significant license, as sales of Burberry products represented 54%, 57% and 60% of net sales for the years ended December 31, 2007, 2006 and 2005, respectively.

Our prestige products focus on niche brands with a devoted following. By concentrating in markets where the brands are known, we have had many successful launches. We typically launch new fragrance families for our brands every year or two, with some frequent “seasonal” fragrances introduced as well.

Our specialty retail and mass-market fragrance and fragrance related products are marketed through our United States operation and represented 15% of sales for the year ended December 31, 2007. These fragrance products are sold under trademarks owned by us or pursuant to license or other agreements with the owners of the Gap, Banana Republic, New York & Company, and Jordache trademarks.In November 2007 we announced an exclusive agreement covering the design, manufacture and supply of personal care products for Brooks Brothers locations in the U.S., as well as a license covering Brooks Brothers stores and specialty retail and department stores outside the United States, including duty free and other travel-related retailers.

The creation and marketing of each product family is intimately linked with the brand’s name, its past and present positioning, customer base and, more generally, the prevailing market atmosphere. Accordingly, we generally study the market for each proposed family of fragrance products for almost a full year before we introduce any new product into the market. This study is intended to define the general position of the fragrance family and more particularly its scent, bottle, packaging and appeal to the buyer. In our opinion, the unity of these four elements of the marketing mix makes for a successful product.

Over the past five years, we have grown our business at both the top line and the bottom line. We have grown from $185.6 million in sales in 2003 to $389.6 million in 2007, representing a compounded annual growth rate of 20%. During the same period, our net income grew from $13.8 million in 2003 to $23.8 million in 2007, representing a compounded annual growth rate of 15%. Our management targets organic long term sales growth of approximately 10% (measured on an annual basis) and long term net income growth of approximately 12% - 15% (measured on an annual basis). There can be no assurance that we will achieve these targets in any particular period, or at all, however.

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2007 Developments

Lanvin

In July 2007 our majority-owned subsidiary, Inter Parfums SA, acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3. Among other items, Class 3 of the international classification of trademarks goods and services include: soaps, perfumery, essential oils, cosmetics and hair lotions.

Inter Parfums SA paid 22 million euro (approximately $29.7 million) in cash for the brand names and trademarks and simultaneously terminated its existing license agreement with Lanvin. Inter Parfums SA also agreed to pay to Lanvin a sales based fee for technical and creative assistance in new product development to be rendered by Lanvin in connection with our use of the trademarks through June 30, 2019.  Finally, we have granted Lanvin the right to repurchase the brand names and trademarks in 2025 for the greater of 70 million euro or one times the average of the annual sales for the years ending December 31, 2023 and 2024.

Brooks Brothers

In November 2007, we entered into an exclusive agreement with Retail Brand Alliance, Inc. covering the design, manufacture and supply of personal care products for men and women to be sold at Brooks Brothers locations in the United States as well as a licensing agreement covering Brooks Brothers stores and specialty and department stores outside the United States and duty free and other travel-related retailers.  In addition to new product development, we will assume responsibility for the production and supply of existing Brooks Brothers fragrance and related personal care products.

In the United States, we will be responsible for product development, formula creation, packaging design and manufacturing while Brooks Brothers will be responsible for marketing, advertising and in-store sales. The first new products that we are to develop are tentatively scheduled for launch in November 2008 at Brooks Brothers retail stores in the United States.  In addition, we expect that International distribution is to begin in 2009.

Pursuant to our agreement, we will pay royalties on all sales to non U.S. Brooks Brothers stores, and we have agreed to certain advertising and marketing requirements as are customary in the industry. 

The initial term of our agreement expires on December 31, 2013.  In addition, we have the right to extend the term of the agreement for five (5) years, until December 31, 2018, subject to certain minimum sales and other requirements. Further, if our agreement has been extended, then both parties have agreed to negotiate in good faith the terms of a second five (5) year optional extension term not less than six (6) months prior to December 31, 2018. 

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New York & Company

In April 2007, we signed an exclusive agreement with New York & Company, Inc. under which we will design and manufacture a new line of personal care products which will be sold at the New York & Company retail locations and on their website. Pursuant to the agreement, we will be responsible for product development, formula creation, packaging and manufacturing while New York & Company will be responsible for marketing and selling in its stores.

Our Prestige Products

We produce and distribute our prestige fragrance products primarily under license agreements with brand owners, which represented approximately 85% of net sales for 2007. We have built a portfolio of brands, which include Burberry, Lanvin, Paul Smith, S.T. Dupont, Christian Lacroix, Quiksilver/Roxy, Van Cleef & Arpels and Nickel whose products are distributed in over 120 countries around the world. During the first half of 2007 we began operations of our four newly established majority-owned European distribution subsidiaries. Shipments to these subsidiaries are not recognized as sales until that merchandise is sold by the distribution subsidiary to its customers. Burberry is our most significant license, as sales of Burberry products represented 54%, 57% and 60% net sales for the years ended December 31, 2007, 2006 and 2005, respectively.

Under license agreements, we obtain the right to use the brand name, create new fragrances and packaging, determine positioning and distribution, and market and sell the licensed products, in exchange for the payment of royalties. Our rights under license agreements are also generally subject to certain minimum sales requirements and advertising expenditures.

The following is a summary of the prestige brand names owned or licensed by us:

Brand Name	Licensed Or Owned	Date Acquired	Term, Including Option and Repurchase Periods
Burberry	Licensed	July 2004	12.5 years and additional 5-year optional term that requires mutual consent
Lanvin	Owned	July 2007	N/A. Prior owner has the right to repurchase the brand names and trademarks in 2025 according to a formula.
S.T. Dupont	Licensed	July 1997	Through June 30, 2011.
Paul Smith	Licensed	Dec. 1998	12 years
Nickel	Owned	April 2004	N/A
Christian Lacroix	Licensed	March 1999	11 years
Quiksilver/Roxy	Licensed	March 2006	Through December 31, 2017
Van Cleef & Arpels	Licensed	Oct. 2006	Through December 31, 2018, plus a 5-year option if certain sales targets are met

In addition, by mutual agreement with Celine, a division of LVMH Moet Hennessy Louis Vuitton S.A., we terminated our May 2000 fragrance license on December 31, 2007.

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Prestige Fragrances

BURBERRY— Burberry is our leading prestige fragrance brand and we operate under an exclusive worldwide license with Burberry Limited that was originally entered into in 1993 and replaced by a new agreement in 2004.

We have had significant success in introducing new fragrance families under the Burberry brand name. We have introduced several fragrance families including Burberry, Burberry Week End, Burberry Touch, Burberry Brit and Burberry London. Successful distribution has been achieved in more than a hundred countries around the world by differentiating the positioning and target consumer of each of the families. Our success is evidenced by a 32% five-year compounded annual growth rate in sales of fragrances under the Burberry brand since 2002.

The largest Burberry fragrance family, Burberry Brit, of which the women’s scent was launched in fall 2003 and the men’s scent launched in fall 2004, has received much industry recognition. The Burberry fragrance family, Burberry London, of which the women’s scent was launched in fall 2005 and the men’s scent launched in spring of 2006, has also been well received. The success of the Burberry London launch and subsequent rollout was slightly offset by a modest decline by other fragrances within the brand. As the Burberry brand continues to develop and expand by attracting new customers, the Burberry fragrance portfolio follows suit expanding and continuing to post sales growth.

The most recent Burberry fragrance family, the Beat, is the sixth fragrance family for Burberry fragrances. We intend to capitalize on the commercial and editorial success of Burberry’s high-end fashion collections, and to continue to create a strong link to the Burberry fashion brand. The women’s scent, which is scheduled for introduction in March 2008, is a concept that is clearly distinct from current fragrance lines. We are targeting a younger segment with a mix of British tradition and an avant-garde positioning with the purpose of expanding our customer base by targeting an edgier consumer. Further, music is a major source of inspiration for the concept of this new women's fragrance.

LANVIN — In July 2007 we acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3 that we had licensed in June 2004. A synonym of luxury and elegance, the Lanvin fashion house, founded in 1889 by Jeanne Lanvin, expanded into fragrances in the 1920s. Today, Lanvin fragrances occupy important positions in the selective distribution market in France, Europe and Asia, particularly with the lines Arpège (created in 1927), Lanvin L’Homme (1997) and Eclat d’Arpège (2002). Our first Lanvin fragrance, Arpège pour Homme, debuted in late 2005. Arpège by Lanvin won the honor of entering the Fragrance Hall of Fame at the 2005 FiFi Awards, an honor given to the best fragrance sold for at least 15 years that has been revitalized. During 2006, we began the launch of Rumeur, our first new Lanvin fragrance for women, which was followed by a wider geographic rollout over the early months of 2007. In addition to the debut of Lanvin Rumeur, solid sales gains made by Éclat d’Arpège which has been a strong seller since its introduction in 2002. We have scheduled the launch ofRumeur 2 Rose, a women's fragrance for the Fall of 2008.

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PAUL SMITH — We signed an exclusive license agreement with Paul Smith in December 1998, our first designer fragrance, for the creation, manufacture and worldwide distribution of Paul Smith perfumes and cosmetics. Paul Smith is an internationally renowned British designer who creates fashion with a clear identity. Paul Smith has a modern style which combines elegance, inventiveness and a sense of humor and enjoys a loyal following, especially in the UK and Japan. Fragrances include: Paul Smith, Paul Smith Extrême and Paul Smith London. In the fourth quarter of 2006 we launched the men’s fragrance, Paul Smith Story, and in the Fall of 2007, we launched Paul Smith Rose, a new women’s fragrance for Paul Smith.

S.T. DUPONT — In June 1997, we signed an exclusive license agreement with S.T. Dupont which we extended in 2006 until June 30, 2011, for the creation, manufacture and worldwide distribution of S.T. Dupont perfumes. Fragrances include: S.T. Dupont Paris, S.T. Dupont Essence Pure and L’Eau de S.T. Dupont. In addition, during 2006 we launched the new men’s fragrance, S.T. Dupont Noir, which was received well in Eastern Europe and the Middle East. During 2007 we launched S.T. Dupont Blanc, a new women’s fragrance for S.T. Dupont. Finally, we are developing a new fragrance line for both women and men for 2008.

CHRISTIAN LACROIX — In March 1999, we entered into an exclusive license agreement with the Christian Lacroix Company, formerly a division of LVMH Moet Hennessy Louis Vuitton S.A., for the worldwide development, manufacture and distribution of perfumes. For us, this association with a prestigious fashion label is another key area for growth which we expect will further strengthen our position in the prestige fragrance market. Our Christian Lacroix fragrances families for both men and women include: Eau Florale, Bazar, Tumulte andC'est la fête, a new women’s fragrance we launched in Spring 2007.

VAN CLEEF & ARPELS —In September 2006 Inter Parfums, S.A. and Van Cleef & Arpels Logistics SA, entered into an exclusive, worldwide license agreement for the creation, development and distribution of fragrance and related bath and body products under the Van Cleef & Arpels brand and related trademarks. The term of the license expires on December 31, 2018. We believe this agreement with Van Cleef & Arpels, the prestigious and legendary world-renowned jewelry designer, is an important step in our development. We also believe its growth potential will strengthen opportunities for expansion of our fragrance business in the high luxury segment. In 1976, Van Cleef & Arpels was a pioneer among jewelers with its launch of the fragrance, First, which exemplified the tradition of boldness of the jewelry house. We plan to build upon this sales base by promoting the two strongest families, First and Tsar, and then create an entirely new line for launch in Fall 2008. We believe this new women’s fragrance will be the highest retail price cologne in the market, a 100ml. size fragrance with a suggested retail price of approximately $150.

QUIKSILVER/ROXY —In March 2006 Inter Parfums S.A., and QS Holdings SARL signed an exclusive worldwide license agreement for the creation, development and distribution of fragrance, suncare, skincare and related products under the Roxy brand and suncare and related products under the Quiksilver brand. The term of the license expires in December 2017.

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We intend to develop entirely new product categories for each of the two brands, which are important brands for the global youth market and synonymous with the heritage and culture of surfing, skateboarding and snowboarding. Quiksilver Inc.’s apparel and footwear brands represent a casual lifestyle for young-minded people that connect with its board riding culture and heritage, while its winter sports and golf brands symbolize a long-standing commitment to technical expertise and competitive success on the mountains and on the links.

In late 2007 we launched Roxy, the first fragrance line for women, and in 2008 we intend to launch Roxy Love, another women's fragrance, followed by a Quiksilver suncare line, Sun Energy, and then our first Quiksilver fragrance line for men.

Prestige Skin Care

NICKEL — In April 2004 Inter Parfums, S.A. acquired a 67.6% interest in Nickel S.A., and in June 2007, the minority shareholders of Nickel S.A., exercised their rights to sell their remaining 32.4% interest in Nickel S.A. to us for approximately $4.7 million in cash.

Established in 1996, Nickel has developed two innovative concepts in the world of cosmetics: spas exclusively for male customers and skin care products for men. The Nickel skin care products for the face and body are sold through prestige department and specialty stores primarily in France, the balance of Western Europe and in the United States, as well as through our men’s spas in Paris and New York.

As the result of disappointing sales of the Eau Maximumfragrance line, we discontinued that line which contributed to the downturn in sales for 2007. In 2008, we intend to focus more on skin care products and launch several new skin care products in order to grow Nickel sales.

Specialty Retail and Mass Market Products

Gap and Banana Republic

In July 2005, we entered into an exclusive agreement with The Gap, Inc. to develop, produce, manufacture and distribute fragrance, personal care and home fragrance products for Gap and Banana Republic brand names to be sold in Gap and Banana Republic retail stores in the United States and Canada.

In March 2006, we entered into an addendum to our exclusive agreement with The Gap, Inc, whereby we obtained the additional rights to develop, produce, manufacture and distribute fragrance, personal care and home fragrance products for Gap Outlet and Banana Republic Factory Stores in the United States and Canada.

In September 2006, we launched the Banana Republic Discover Collection, a family of five fragrances, we developed and supply to Banana Republic’s North American stores. The collection consists of three scents for women and two for men, each named after a luxurious, natural material that is both emotional and authentic.

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During 2007, we had a staged rollout of new products to additional Gap stores, as well as new product launches for both Banana Republic and Gap stores. For Banana Republic, two new fragrances were added to the Discover Collection, and companion products such as body wash, body cream and shower gel were also introduced.

In addition, beginning in the third quarter 2007, Individuals, a very special high end collection of five fragrances for men and women as well as a men’s fragrance and grooming collection, known as G7, began being rolled-out to Gap’s North American stores. Further, we developed special holiday and seasonal products and assortments for both Banana Republic and Gap stores were shipped in the fourth quarter of 2007.

Brooks Brothers

In November 2007, we entered into an exclusive agreement with Retail Brand Alliance, Inc. covering the design, manufacture and supply of personal care products for men and women to be sold at Brooks Brothers locations in the United States as well as a licensing agreement covering Brooks Brothers stores and specialty and department stores outside the United States and duty free and other travel-related retailers.  In addition to new product development, we will assume responsibility for the production and supply of existing Brooks Brothers fragrance and related personal care products.

In the United States, we will be responsible for product development, formula creation, packaging design and manufacturing while Brooks Brothers will be responsible for marketing, advertising and in-store sales.  The first new products to be developed by us are tentatively scheduled for launch in November 2008 at Brooks Brothers retail stores in the United States.  We expect that International distribution is to begin in 2009.

The initial term of the agreement expires on December 31, 2013.  We have the right to extend the term of the agreement for five (5) years, until December 31, 2018, subject to certain minimum sales and other requirements. Further, if our agreement has been extended, then both parties have agreed to negotiate in good faith the terms of a second five (5) year optional extension term not less than six (6) months prior to December 31, 2018. 

New York & Company

In April 2007 we signed an exclusive agreement with New York & Company, Inc. under which we will design and manufacture a new line of personal care products which will be sold at the New York & Company retail locations and on their website. Pursuant to the agreement, we will be responsible for product development, formula creation, packaging and manufacturing while New York & Company will be responsible for marketing and selling in its stores.

New York & Company has achieved by building its brand and loyal customer base around clothing and accessories that are ‘trendy, affordable, comfortable and sexy for real women and with real lives’. The bath and body products that we developed are designed for the target New York & Company customer, the fashion-conscious, value-sensitive women between the ages of 25 and 45.In November 2007 we launched the initial bath and body collections and holiday gift sets that were developed for New York & Company’s more than 560 stores.

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Mass Market

Our mass market products are also comprised of fragrances and fragrance related products. We produce a variety of alternative designer fragrances and personal care products that sell at a substantial discount from their brand name counterparts. Our alternative designer fragrances are similar in scent to highly advertised designer fragrances that are marketed at a higher retail price. Our mass market fragrance brands include several proprietary brand names as well as a license for the Jordache brand. We also market our Aziza line of low priced eye shadow kits, mascara, and pencils, focusing on the young teen market and a line of health and beauty aids under our Intimate brand name consisting of shampoo, conditioner, hand lotion and baby oil. All of theses products are distributed to the same mass market retailers and discount chains.

Business Strategy

Focus on prestige beauty brands. Prestige beauty brands contribute significantly to our growth. Over the past few years, prestige brands have accounted for a larger portion of our business — 85% of total business in 2007 up from 68% in 2002. We focus on developing and launching quality fragrances utilizing internationally renowned brand names. By identifying and concentrating in the most receptive market segments and territories where our brands are known, and executing highly targeted launches that capture the essence of the brand, Inter Parfums has had a history of successful launches. Certain fashion designers and other licensors choose Inter Parfums as a partner because our company’s size enables us to work more closely with them in the product development process as well as because of our successful track record.

Grow portfolio brands through new product development and marketing. We grow through the creation of fragrance family extensions within the existing brands in our portfolio. Every two to three years, we create a new family of fragrances for each brand in our portfolio. We frequently introduce “seasonal” fragrances as well. With new introductions, we leverage our ability and experience to gauge trends in the market and further leverage the brand name into different product families in order to maximize sales and profit potential. We have had success in introducing new fragrance families (sub-brands, or flanker brands) within our brand franchises. Furthermore, we promote the smooth and consistent performance of our prestige perfume operations through knowledge of the market, detailed analysis of the image and potential of each brand name, a “good dose” of creativity and a highly professional approach to international distribution channels.

Continue to add new brands to our portfolio, through new licenses or acquisitions. Prestige brands are the core of our business — we intend to add new prestige beauty brands to our portfolio. Over the past decade, we have built our portfolio of well-known prestige brands through acquisitions and new license agreements. We intend to further build on our success in prestige fragrances and pursue new licenses and acquire new brands to strengthen our position in the prestige beauty market. We identify prestige brands that can be developed and marketed into a full and varied product families and, with our technical knowledge and practical experience gained over time, take licensed brand names through all phases of concept development, manufacturing, and marketing.

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Expand existing portfolio into new categories. We plan to broaden our product offering beyond the fragrance category and offer other personal care products such as skin care, cosmetics and hair care under some of our existing brands. We believe such product offerings meet customer needs and further strengthen customer loyalty. We also plan to draw upon the skin care product expertise that the Nickel team brings, as we explore other opportunities in the treatment side of the beauty business beyond the Nickel brand.

Continue to build global distribution footprint. Our business is a global business and we intend to continue to build our global distribution footprint. In order to adapt to changes in the environment and our business, we have modified our distribution model and have formed joint ventures in the major markets of the United Kingdom, Italy, Spain and Germany for distribution of prestige fragrances. Further, we may enter into future joint ventures arrangements or acquire distribution companies within other key markets to distribute certain of our licensed prestige brands. However, we cannot assure you that we will be able to enter into any future joint venture arrangements or acquire distribution companies, or if we do, that any such transaction will be successful. We believe that in certain markets vertical integration of our distribution network is key to the future growth of our company, and ownership of such distribution should enable us to better serve our customers’ needs in local markets and adapt more quickly as situations may determine.

Build specialty retail business. We believe the beauty industry has experienced a significant growth in specialty retail and we now have agreements in place for with Gap and Banana Republic brands, New York & Company brand and Brooks Brothers brand. We are responsible for product development, formula creation, packaging and manufacturing under all of those brands. Gap, a leading international specialty retailer offering clothing, accessories and personal care products for men, women, children and babies, New York & Company and Retail Brand Alliance (for Brooks Brothers) are each responsible for marketing and selling the newly launched fragrance and fragrance related products in their stores. In addition, we have been approached by other specialty retailers to determine if there is interest in establishing a relationship whereby we would design, produce and manufacture fragrance and fragrance related products similar to our existing relationships with specialty retailers. However, we cannot assure you that we will be able to enter into any similar future arrangements, or if we do, that any such arrangement will be successful.

Production and Supply

The stages of the development and production process for all fragrances are as follows:

· Simultaneous discussions with perfume designers and creators (includes analysis of esthetic and olfactory trends, target clientele and market communication approach);

· Concept choice;

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· Produce mock-ups for final acceptance of bottles and packaging;

· Receive bids from component suppliers (glass makers, plastic processors, printers, etc.) and packaging companies;

· Choose our suppliers;

· Schedule production and packaging;

· Issue component purchase orders;

· Follow quality control procedures for incoming components; and

· Follow packaging and inventory control procedures.

Suppliers who assist us with product development include:

· Independent perfumery design companies (Federico Restrepo, Fabien Baron, Aesthete, Ateliers Dinand);

· Perfumers (IFF, Firmenich, Robertet, Quest, Givaudan, Wessel Fragrances) which create a fragrance consistent with our expectations and, that of the fragrance designers and creators;

· Contract manufacturers of components such as glassware (Saint Gobain, Saverglass, Pochet, Nouvelles Verreries de Momignie), caps (MT Packaging, Codiplas, Risdon, Newburgh) or boxes (Printor Packaging, Draeger, Dannex Manufacturing);

· Production specialists who carry out packaging (MF Production, Brand, CCI, IKI Manufacturing) or logistics (SAGA for storage, order preparation and shipment).

For our prestige products, approximately 80% of component and production needs are purchased from approximately 50 suppliers out of a total of over 160 active suppliers. The suppliers' accounts for our European operations are primarily settled in Euros and for our United States operations, suppliers' accounts are primarily settled in U.S. dollars.

Marketing and Distribution

Prestige Products

For the majority of our international distribution of prestige products, we contract with independent distribution companies specializing in luxury goods. In each country, we designate anywhere from one to three distributors with the status of "exclusive representative" for one or more of our name brands. We also distribute our prestige products through a variety of duty-free operators, such as airports and airlines and select vacation destinations.

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As ourbusiness is a global business and we intend to continue to build our global distribution footprint. In order to adapt to changes in the environment and our business, we have modified our distribution model, and have formed majority owned distribution subsidiaries in the major markets of the United Kingdom, Italy, Spain and Germany for distribution of prestige fragrances. Further, we may enter into future joint ventures arrangements or acquire distribution companies within other key markets to distribute certain of our licensed prestige brands. However, we cannot assure you that we will be able to enter into any future joint venture arrangements or acquire distribution companies, or if we do, that any such transaction will be successful. We believe that in certain markets vertical integration of our distribution network is key to the future growth of our company, and ownership of such distribution should enable us to better serve our customers’ needs in local markets and adapt more quickly as situations may determine.

Our third party distributors vary in size depending on the number of competing brands they represent. This extensive and diverse network together with our own distribution subsidiaries, provides us with a significant presence in over 120 countries around the world. Sales to one distributor represented 13%, 15% and 14% of consolidated net sales in 2007, 2006 and 2005, respectively.

Approximately 33% of our prestige fragrance net sales are denominated in U.S. dollars. In an effort to reduce our exposure to foreign currency exchange fluctuations, we engage in a program of cautious hedging of foreign currencies to minimize the risk arising from operations. Our sales are not subject to material seasonal fluctuations.

Distribution in France of our prestige products is carried out by a sales team who oversee some 1,200 points of sale including, retail perfumers (chain stores) such as

· Sephora

· Marionnaud

· Nocibé

· Galeries Lafayette

· Printemps

or specialized independent points of sale. Approximately 90% of prestige product sales in France are made to approximately 20 customers out of a total of over 1,200 active accounts.

Specialty Retail and Mass Market Products

We do not presently market and distribute Gap, Banana Republic, New York & Company or Brooks Brothers specialty retail products to third parties in the United States. Marketing and distribution are the responsibility of the brand owners which market and sell the products we produce in their own retail locations. With respect to certain license agreements with specialty retailers, we distribute or plan to distribute product to their stores, other specialty retailers and department stores outside the United States including duty free and other travel-related retailers. We utilize our in house sales team to reach our distributors and customers outside the United States. 

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Mass merchandisers are the target customers for our mass market products. In addition, our mass market products are sold to wholesale distributors, specialty store chains, and to multiple locations of accessory, jewelry and clothing outlets. These products are sold through a highly efficient and dedicated in-house sales team and reach approximately 12,000 retail outlets throughout the United States and abroad.

Our 140,000 square foot distribution center has provided us with the opportunity and resources to meet our customers' requirements.

Geographic Areas

Export sales from United States operations were approximately $9.5 million, $7.2 million and $6.4 million in 2007, 2006 and 2005, respectively.

Consolidated net sales to customers by region is as follows (in thousands):

	Year Ended December 31
	2007		2006		2005
North America	$	115,400	$	107,400	$	81,800
Europe		173,200		128,300		116,800
Central and South America		28,200		24,500		21,800
Middle East		26,100		21,900		19,800
Asia		43,900		37,700		32,200
Other		2,800		1,300		1,100
	$	389,600	$	321,100	$	273,500

Consolidated net sales to customers in major countries is as follows (in thousands):

	Year Ended December 31
	2007		2006		2005
United States	$	113,000	$	104,000	$	80,000
United Kingdom		28,000		28,000		26,000
France		30,000		21,000		17,000

Competition

The market for fragrances and beauty related products is highly competitive and sensitive to changing preferences and demands. The prestige fragrance industry is highly concentrated around certain major players with resources far greater than ours. We compete with an original strategy— regular and methodical development of quality fragrances for a growing portfolio of internationally renowned brand names.

In the specialty retail market, we are presently selling products only to Gap and Banana Republic stores, and New York & Company Stores, so we do not have any direct competition. However, such special retail stores compete directly with other specialty retail stores such as Abercrombie & Fitch and Victoria Secret, which thereby indirectly compete with us.

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We compete in the mass market for fragrances, color cosmetics health and beauty aids primarily on the basis of price. At the present time, we are aware of approximately four established companies which market alternative designer fragrances similar to ours. Many of our competitors of both mass market color cosmetics (such as L’Oreal and Revlon) and health and beauty aids (such as Proctor and Gamble) have substantial financial resources as well as national and international marketing campaigns. However, we believe that consumer recognition of our two brands, Aziza for mass market color cosmetics, and Intimate for health and beauty aids, together with competitive pricing of our products, helps us compete in those markets.

Inventory

We purchase raw materials and component parts from suppliers based on internal estimates of anticipated need for finished goods, which enables us to meet production requirements for finished goods. We generally deliver product to customers within 72 hours of the receipt of their orders.

Product Liability

We maintain product liability coverage in an amount of $5,000,000. Based upon our experience, we believe this coverage is adequate and covers substantially all of the exposure we may have with respect to our products. We have never been the subject of any material product liability claims.

Government Regulation

A fragrance is defined as a “cosmetic” under the Federal Food, Drug and Cosmetics Act. A fragrance must comply with the labeling requirements of this FDC Act as well as the Fair Packaging and Labeling Act and its regulations. Some of our color cosmetic products may contain menthol and are also classified as a “drug”. Under U.S. law, a product may be classified as both a cosmetic and a drug. Additional regulatory requirements for products which are “drugs” include additional labeling requirements, registration of the manufacturer and the semi-annual update of a drug list.

Our fragrances are subject to the approval of the Bureau of Alcohol, Tobacco and Firearms as a result of the use of specially denatured alcohol. So far we have not experienced any difficulties in obtaining the required approvals.

Our fragrances that are manufactured in France are subject to certain regulatory requirements of the European Union, but as of the date of this report, we have not experienced any material difficulties in complying with such requirements.

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Trademarks

The market for our products depends to a significant extent upon the value associated with our trademarks and brand names. We own, or have licenses or other rights to use, the material trademark and brand name rights used in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where such products are principally sold. Therefore, trademark and brand name protection is important to our business. Although most of our brand names are registered in the United States and in certain foreign countries in which we operate, we may not be successful in asserting trademark or brand name protection. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and brand names may be substantial.

Under various license and other agreements we have the right to use certain registered trademarks throughout the world (except as otherwise noted). These registered trademarks include:

· Burberry

· Gap (United States and Canada only)

· Banana Republic (United States and Canada only)

· New York & Company

· Brooks Brothers

· S.T. Dupont

· Paul Smith

· Christian Lacroix

· Van Cleef & Arpels

· Quiksilver and Roxy

· Jordache

In addition, we are the registered trademark owner of many trademarks, including:

· Lanvin

· Intimate

· Aziza

· Nickel

· Regal Collections, Royal Selections, Euro Collections and Apple

Employees

As of March 1, 2008 we had 248 full-time employees world-wide. Of these, 145 are full-time employees in Paris, with 72 employees engaged in sales activities and 73 in administrative, production and marketing activities. In the United States, 103 employees work full-time, and of these, 44 were engaged in sales activities and 59 in administrative, production and marketing activities. We believe that our relationship with our employees is good.

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Item 1A. Risk Factors.

You should carefully consider these risk factors, together with all of the other information contained or incorporated by reference in this report, before you decide to purchase or sell shares of our common stock. These factors could cause our future results to differ materially from those expressed or implied in forward-looking statements made by us. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

We are dependent upon Burberry for a significant portion of our sales, and the loss of this license will have a material adverse effect on us.

Burberry is our most significant license, as sales of Burberry products represented 54%, 57% and 60% net sales for the years ended December 31, 2007, 2006 and 2005, respectively.

In October 2004 our Paris-based subsidiary, Inter Parfums, S.A., entered into a 12.5-year, exclusive world-wide fragrance license with Burberry Limited, effective as of July 1, 2004, which replaced the original 1993 license. This license includes an additional five-year optional term that requires the consent of both Burberry and Inter Parfums, S.A., and must be exercised, if at all, prior to December 31, 2014. In addition, Burberry has the right on December 31, 2009 and December 31, 2011 to buy back the license at its then fair market value. Further, this license provides for a termination on a change in control of either Inter Parfums, S.A., the licensee, or Inter Parfums, Inc., the guarantor.

This license is subject to Inter Parfums, S.A. making required royalty payments (which are subject to certain minimums), minimum advertising and promotional expenditures and meeting minimum sales requirements. The new royalty rates, which are approximately double the rates under the prior license, commenced as of July 1, 2004. The new advertising and promotional expenditures, which commenced on January 1, 2005, as well as the minimum sales requirements, are substantially higher than under the prior license.

We are dependent upon the continuation and renewal of various licenses for a significant portion of our sales, and the loss of one or more licenses could have a material adverse effect on us.

Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties and our business is dependent upon the continuation and renewal of such licenses on terms favorable to us. Each license is for a specific term and may have additional optional terms. In addition, each license is subject to us making required royalty payments (which are subject to certain minimums), minimum advertising and promotional expenditures and meeting minimum sales requirements. Just as the loss of a license may have a material adverse effect on us, a renewal on less favorable terms may also negatively impact us.

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If we are unable to protect our intellectual property rights, specifically trademarks and brand names, our ability to compete could be negatively impacted.

The market for our products depends to a significant extent upon the value associated with our trademarks and brand names. We own, or have licenses or other rights to use, the material trademark and brand name rights used in connection with the packaging, marketing and distribution of our major products both in the United States and in other countries where such products are principally sold. Therefore, trademark and brand name protection is important to our business. Although most of our brand names are registered in the United States and in certain foreign countries in which we operate, we may not be successful in asserting trademark or brand name protection. In addition, the laws of certain foreign countries may not protect our intellectual property rights to the same extent as the laws of the United States. The costs required to protect our trademarks and brand names may be substantial.

The success of our products is dependent on public taste.

Our revenues are substantially dependent on the success of our products, which depends upon, among other matters, pronounced and rapidly changing public tastes, factors which are difficult to predict and over which we have little, if any, control. In addition, we have to develop successful marketing, promotional and sales programs in order to sell our fragrances and fragrance related products. If we are not able to develop successful marketing, promotional and sales programs, then such failure will have a material adverse effect on our business, financial condition and operating results.

We are subject to extreme competition in the fragrance industry.

The market for fragrances and fragrance related products is highly competitive and sensitive to changing market preferences and demands. Many of our competitors in this market (particularly in the prestige fragrance industry) are larger than we are and have greater financial resources than are available to us, potentially allowing them greater operational flexibility.

Our success in the prestige fragrance industry is dependent upon our ability to continue to generate original strategies and develop quality products that are in accord with ongoing changes in the market.

In the specialty retail market, we are presently selling products only to Gap and Banana Republic stores, and New York & Company Stores, so we do not have any direct competition. However, such special retail stores compete directly with other specialty retail stores such as Abercrombie & Fitch and Victoria Secret, which thereby indirectly compete with us.

Our success with mass market fragrance and fragrance related products is dependent upon our ability to competitively price quality products and to quickly and efficiently develop and distribute new products.

If there is insufficient demand for our existing fragrances and fragrance related products, or if we do not develop future strategies and products that withstand competition or we are unsuccessful in competing on price terms, then we could experience a material adverse effect on our business, financial condition and operating results.

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Consumers may reduce discretionary purchases of our products as a result of a general economic downturn.

We believe that consumer spending on beauty products is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience sustained periods of declines in sales during economic downturns, or if terrorism or diseases affect customers’ purchasing patterns. In addition, a general economic downturn may result in reduced traffic in our customers’ stores which may, in turn, result in reduced net sales to our customers. Any resulting material reduction in our sales could have a material adverse effect on our business, financial condition and operating results.

We are dependent upon specialty retailers to sell products that we develop for their retail stores.

We have agreements in place for with Gap and Banana Republic brands, New York & Company brand and Brooks Brothers brand. We are responsible for product development, formula creation, packaging and manufacturing under all of those brands. Gap, a leading international specialty retailer offering clothing, accessories and personal care products for men, women, children and babies, New York & Company and Retail Brand Alliance (for Brooks Brothers) are each responsible for marketing and selling the newly launched fragrance and fragrance related products in their stores.

If the sales and marketing efforts of those specialty retailers are not successful for the products that we have developed, then our future growth potential could be negatively impacted.

If we are unable to acquire or license additional brands, or obtain the required financing for these agreements and arrangements, the growth of our business could be impaired.

Our future expansion through acquisitions or new product distribution arrangements, if any, will depend upon the capital resources and working capital available to us. We may be unsuccessful in identifying, negotiating, financing and consummating such acquisitions or arrangements on terms acceptable to us, or at all, which could hinder our ability to increase revenues and build our business.

We may engage in future acquisitions that we may not be able to successfully integrate or manage. These acquisitions may dilute our stockholders and cause us to incur debt and assume contingent liabilities.

We continuously review acquisition prospects that would complement our current product offerings, increase our size and geographic scope of operations or otherwise offer growth and operating efficiency opportunities. The financing for any of these acquisitions could significantly dilute our stockholders and/or result in an increase in our indebtedness. We may acquire or make investments in businesses or products in the future, and such acquisitions may entail numerous integration risks and impose costs on us, including:

· difficulties in assimilating acquired operations or products, including the loss of key employees from acquired businesses;

· diversion of management’s attention from our core business;

· adverse effects on existing business relationships with suppliers and customers;

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· risks of entering markets in which we have no or limited prior experience;

· dilutive issuances of equity securities;

· incurrence of substantial debt;

· assumption of contingent liabilities;

· incurrence of significant amortization expenses related to intangible assets and the potential impairment of acquired assets; and

· incurrence of significant immediate write-offs.

Our failure to successfully complete the integration of any acquired business could have a material adverse effect on our business, financial condition and operating results.

We are dependent upon Messrs. Jean Madar and Philippe Benacin, and the loss of their services could harm our business.

Jean Madar, our Chief Executive Officer, and Philippe Benacin, our President and Chief Executive Officer of Inter Parfums, S.A., are responsible for day-to-day operations as well as major decisions. Termination of their relationships with us, whether through death, incapacity or otherwise, could have a material adverse effect on our operations, and we cannot assure you that qualified replacements can be found. We maintain key man insurance on the life of Mr. Benacin ($3.6 million) and are seeking to acquire a nominal amount of key man insurance on the life of Mr. Madar. However, we cannot assure you that we would be able to retain suitable replacements for either Mr. Madar or Mr. Benacin.

Our reliance on third party manufacturers could have a material adverse effect on us.

We rely on outside sources to manufacture our fragrances and cosmetics. The failure of such third party manufacturers to deliver either components or finished goods on a timely basis could have a material adverse effect on our business. Although we believe there are alternate manufacturers available to supply our requirements, we cannot assure you that current or alternative sources will be able to supply all of our demands on a timely basis. We do not intend to develop our own manufacturing capacity. As these are third parties over which we have little or no control, the failure of such third parties to provide components or finished goods on a timely basis could have a material adverse effect on our business, financial condition and operating results.

Our reliance on third party distributors could have a material adverse effect on us.

We sell a substantial percentage of our prestige fragrances through independent distributors specializing in luxury goods. Given the growing importance of distribution, we have begun to modify our distribution model by the formation of joint ventures or company owned subsidiaries within key markets. We have little or no control over third party distributors and the failure of such third parties to provide services on a timely basis could have a material adverse effect on our business, financial condition and operating results. In addition, if we replace existing third party distributors with new third party distributors or with our own distribution arrangements, then transition issues could have a material adverse effect on our business, financial condition and operating results.

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The loss of or disruption in our distribution facilities could have a material adverse effect on our business, financial condition and operating results.

We currently have one distribution facility in Paris and one in New Jersey.  The loss of one or both of those facilities, as well as the inventory stored in those facilities, would require us to find replacement facilities and assets. In addition, terrorist attacks, or weather conditions, such as natural disasters, could disrupt our distribution operations. If we cannot replace our distribution capacity and inventory in a timely, cost-efficient manner, it could have a material adverse effect on our business, financial condition and operating results.

The international character of our business renders us subject to fluctuation in foreign currency exchange rates and international trade tariffs, barriers and other restrictions.

A portion of our Paris subsidiary’s net sales (approximately 33% in 2007) are sold in U.S. dollars. In an effort to reduce our exposure to foreign currency exchange fluctuations, we engage in a program of cautious hedging of foreign currencies to minimize the risk arising from operations. Despite such actions, fluctuations in foreign currency exchange rates for the U.S. dollar, particularly with respect to the Euro, could have a material adverse effect on our operating results. Possible import, export, tariff and other trade barriers, which could be imposed by the United States, other countries or the European Union might also have a material adverse effect on our business.

Our business is subject to governmental regulation, which could impact our operations.

Fragrances and fragrance related products must comply with the labeling requirements of the Federal Food, Drug and Cosmetics Act as well as the Fair Packaging and Labeling Act and their regulations. Some of our color cosmetic products may also be classified as a “drug”. Additional regulatory requirements for products which are “drugs” include additional labeling requirements, registration of the manufacturer and the semi-annual update of a drug list.

Our fragrances are subject to the approval of the Bureau of Alcohol, Tobacco and Firearms as a result of the use of specially denatured alcohol. So far we have not experienced any difficulties in obtaining the required approvals.

Our fragrances and fragrance related products that are manufactured in France are subject to certain regulatory requirements of the European Union, but as of the date of this report, we have not experienced any material difficulties in complying with such requirements.

However, we cannot assure you that, should we develop or market fragrances and fragrance related products with different ingredients, or should existing regulations or requirements be revised, we would not in the future experience difficulty in complying with such requirements, which could have a material adverse effect on our results of operations.

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We may become subject to possible liability for improper comparative advertising or “Trade Dress.”

Brand name manufacturers and sellers of brand name products may make claims of improper comparative advertising or trade dress (packaging) with respect to the likelihood of confusion between some of our mass market products and those of brand name manufacturers and sellers. They may seek damages for loss of business or injunctive relief to seek to have the use of the improper comparative advertising or trade dress halted. However, we believe that our displays and packaging constitute fair competitive advertising and are not likely to cause confusion between our products and others. Further, we have not experienced to any material degree, any of such problems to date.

Item 1B. Unresolved Staff Comments.

None.

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Item 2. Properties

Use	Location	Approximate Size	Annual Rent (All are subject to escalations, except where noted)	Term Expires	Other Information
Office Space-corporate headquarters and United States operations	551 Fifth Avenue, New York, NY.	11,000 square feet	$446,000	February 28, 2013
Distribution center	60 Stults Road Dayton, NJ	140,000 square feet	$684,000	October 31, 2010
Office Space-Paris corporate headquarters and Paris based operations	4 Rond Point Des Champs Elysees Ground and 1st Fl. Paris, France	571 square meters	347,000 Euros	March 2013	Lessee has early termination right every 3 years on 6 months notice
Office Space-Paris corporate headquarters and Paris based operations	4 Rond Point Des Champs Elysees 4th Fl. Paris, France	531 square meters	287,000 Euros	June 2014	Lessee has early termination right every 3 years on 6 months notice
Office Space-Paris corporate headquarters and Paris based operations	4 Rond Point Des Champs Elysees 5th Fl- left Paris, France	155 square meters	85,000 Euros	March 2013	Lessee has early termination right on 3 months notice
Office Space-Paris corporate headquarters and Paris based operations	4 Rond Point Des Champs Elysees 6th Fl-Right Paris, France	157 square meters	92,000 Euros	March 2013	Lessee has early termination right every 3 years on 6 months notice
Office Space- Paris Accounting and Legal	39 avenue Franklin Roosevelt, 2nd Floor Paris, France	360 square meters	178,800 Euros	December 2014	Lessee has early termination right every 3 years on 6 months notice
Men’s Spa	48 Rue des Francs Bourgeois, Paris, France	116 square meters	44,000 Euros	June 2011	Lessee has early termination right every 3 years on 6 months notice
Men’s Spa	Unit C2, 300 West 14th Street, New York, N.Y.	4,500 square feet	$286,800	October 31, 2009	5-year term option term

Inter Parfums, S.A. has an agreement with Sagatrans, S.A. for warehousing and distribution services through September 2011. Fees are calculated based upon a percentage of sales, which are customary in the industry. Minimum future lease payments range from 2.7 million euro in 2007 increasing to 3.0 million euro in 2011.

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We believe our office and warehouse facilities are satisfactory for our present needs and those for the foreseeable future.

Item 3. Legal Proceedings

We are not a party to any material lawsuits.

Item 4. Submissions Of Matters To A Vote Of Security Holders

Not applicable.

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PART II

Item 5. Market For Registrant's Common Equity, Related Stockholder Mattersand Issuer Purchases of Equity Securities

The Market for Our Common Stock

Our company's common stock, $.001 par value per share, is traded on The Nasdaq Global Select Market under the symbol "IPAR". The following table sets forth in dollars, the range of high and low closing prices for the past two fiscal years for our common stock.

Fiscal 2007	High Closing Price		Low Closing Price
Fourth Quarter	$	21.29	$	17.75
Third Quarter	$	29.18	$	20.44
Second Quarter	$	27.31	$	20.13
First Quarter	$	26.46	$	16.42

Fiscal 2006	High Closing Price		Low Closing Price
Fourth Quarter	$	21.77	$	17.63
Third Quarter	$	19.56	$	15.75
Second Quarter	$	19.99	$	15.39
First Quarter	$	20.38	$	17.07

As of February 21, 2008 the number of record holders, which include brokers and broker's nominees, etc., of our common stock was 63. We believe there are in excess of 1,300 beneficial owners of our common stock.

Corporate Performance Graph

The following graph compares the performance for the periods indicated in the graph of our common stock with the performance of the Nasdaq Market Index and the average performance of a group of the company’s peer corporations consisting of: Alberto-Culver, Avon Products Inc., Bare Escentuals, Inc., Blyth Inc., CCA Industries, Inc., Colgate-Palmolive Co., Elizabeth Arden, Inc., Estee Lauder Cosmetics, Inc., Inter Parfums, Inc., Kimberly Clark Corp., Natural Health Trends, Parlux Fragrances Inc., Physicians Formula Holdings, Procter & Gamble, Revlon, Inc., Spectrum Brands, Inc., Stephan Company, Summer Infant, Inc., and United Guardian, Inc. The graph assumes that the value of the investment in our common stock and each index was $100 at the beginning of the period indicated in the graph, and that all dividends were reinvested.

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Dividends

In March 2005 our board of directors increased the cash dividend from $.12 to $.16 per share per annum, payable $0.04 on a quarterly basis, and in December 2005 our board of directors authorized the continuation of our cash dividend of $.16 per share per annum, payable $.04 on a quarterly basis.

In December 2006 our board of directors increased the cash dividend from $.16 to $.20 per share per annum, payable $0.05 on a quarterly basis, and in December 2007 our board of directors authorized the continuation of our cash dividend of $.20 per share per annum, payable $.05 on a quarterly basis. The first cash dividend for 2008 of $.05 per share is to be paid on April 15, 2008 to shareholders of record on March 31, 2008.

Our Certificate of Incorporation provides for the requirement of unanimous approval of the members of our board of directors for the declaration or payment of dividends, if the aggregate amount of dividends to be paid by us and our subsidiaries in any fiscal year is more than thirty percent (30%) of our annual net income for the last completed fiscal year, as indicated by our consolidated financial statements.

Sales of Unregistered Securities

The following sets forth certain information as to the sales of unregistered securities, including options granted to purchase our common stock during the last quarter of the last fiscal year and through the date of this report, which were not registered under the Securities Act. In each of the transactions, we either issued shares to 2 executive officers upon the exercise of outstanding stock options, or granted options to our non-employee directors, who are all deemed our affiliates. The transactions were exempt from the registration requirements of Section 5 of the Securities Act under Sections 4(2) and 4(6) of the Securities Act. Each option holder agreed that, if the option is exercised, the option holder would purchase his common stock for investment and not for resale to the public. Also, we provide all option holders with all reports we file with the SEC and press releases issued by us.

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In December 2007 both the Chief Executive Officer and the President exercised an aggregate of 100,000 outstanding stock options of the Company’s common stock. The aggregate exercise prices of $0.8 million were paid by them tendering to the Company in December 2007 an aggregate of 48,286 of the Company’s common stock, previously owned by them, valued at fair market value on the date of exercise. All shares issued pursuant to these option exercises were issued from treasury stock of the Company. In addition, the Chief Executive Officer tendered an additional 6,465 shares in December 2007 for payment of certain withholding taxes resulting from his option exercise.

On February 1, 2008, we granted options to purchase an aggregate of 6,500 shares for a five-year period at the exercise price of $17.12 per share, the fair market value on the date of grant, to 7 directors under our 2004 Non-Employee Director Stock Option Plan. Such options vest 25% each year over a four year period on a cumulative basis.

Repurchases of Our Common Stock

Except as set forth above with respect to the tendering of shares for the payment of the exercise price and taxes, we did not repurchase any of our Common Stock during the fourth quarter of fiscal year ended December 31, 2007.

Item 6. Selected Financial Data

The following selected financial data have been derived from our financial statements, and should be read in conjunction with those financial statements, including the related footnotes.

	Years Ended December 31,
(In thousands except per share data)	2007		2006		2005		2004		2003
Income Statement Data:
Net Sales	$	389,560	$	321,054	$	273,533	$	236,047	$	185,589
Cost of Sales		160,137		143,855		115,827		113,988		95,449
Selling, General and Administrative		181,224		141,074		126,353		89,516		64,147
Operating Income		47,331		36,125		31,353		32,543		25,993
Income Before Taxes and Minority Interest		47,276		37,135		31,724		31,638		26,632
Net Income		23,817		17,742		15,263		15,703		13,837
Net Income per Share:
Basic	$	1.16	$	0.87	$	0.76	$	0.82	$	0.73
Diluted	$	1.14	$	0.86	$	0.75	$	0.77	$	0.69
Average Common Shares Outstanding:
Basic		20,444		20,324		20,078		19,205		19,032
Diluted		20,670		20,568		20,487		20,494		20,116
Depreciation and Amortization	$	8,031	$	5,347	$	4,513	$	3,988	$	3,344

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	As at December 31,
(In thousands except per share data)	2007		2006		2005		2004		2003
Balance Sheet And Other Data:
Cash and Cash Equivalents and Short-Term Investments	$	90,034	$	71,047	$	59,532	$	40,972	$	58,958
Working Capital		178,560		138,547		131,084		129,866		115,970
Total Assets		446,052		333,045		240,910		230,485		194,001
Short-Term Bank Debt		7,217		6,033		989		748		121
Long-Term Debt (including current portion)		59,733		10,769		13,212		19,617		-0-
Stockholders’ Equity		192,660		155,272		127,727		126,509		104,916
Dividends per Share	$	0.20	$	0.16	$	0.16	$	0.12	$	0.08

Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operation

Overview

We operate in the fragrance business, and manufacture, market and distribute a wide array of fragrances and fragrance related products. We manage our business in two segments, European based operations and United States based operations. Our prestige fragrance products are produced and marketed by our European operations through our 72% owned subsidiary in Paris, Inter Parfums, S.A., which is also a publicly traded company as 28% of Inter Parfums, S.A. shares trade on the Euronext. Prestige cosmetics and prestige skin care products represent less than 3% of consolidated net sales.

We produce and distribute our prestige products primarily under license agreements with brand owners and prestige product sales represented approximately 85% of net sales for 2007. We have built a portfolio of brands, which include Burberry, Lanvin, Paul Smith, S.T. Dupont, Christian Lacroix, Quiksilver/Roxy, Van Cleef & Arpels and Nickel whose products are distributed in over 120 countries around the world. During the first half of 2007 we began operations of our four newly established majority-owned European distribution subsidiaries. Shipments to these subsidiaries are not recognized as sales until that merchandise is sold by the distribution subsidiary to its customers. Burberry is our most significant license, as sales of Burberry products represented 54%, 57% and 60% of net sales for the years ended December 31, 2007, 2006 and 2005, respectively.

Our specialty retail and mass-market fragrance and fragrance related products are marketed through our United States operations and represented 15% of sales for the year ended December 31, 2007. These products are sold under trademarks owned by us or pursuant to license or other agreements with the owners of the Gap, Banana Republic, New York & Company, Brooks Brothers, and Jordache trademarks.

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Seasonality has never been a major factor for our Company. However, with the establishment of our four majority-owned European distribution subsidiaries and our growing specialty retail product lines, sales are expected to be more concentrated in the second half of the year than ever before.

We grow our business in two distinct ways. First, we grow by adding new brands to our portfolio, either through new licenses or out-right acquisitions of brands. Second, we grow through the creation of fragrance family extensions within the existing brands in our portfolio. Every year or two, we create a new family of fragrances for each brand in our portfolio.

Our business is not capital intensive, and it is important to note that we do not own any manufacturing facilities. We act as a general contractor and source our needed components from our suppliers. These components are received at one of our distribution centers and then, based upon production needs, the components are sent to one of several third party fillers which manufacture the finished good for us and ship it back to our distribution center.

Recent Important Events

Brooks Brothers

In November 2007, we entered into exclusive agreements with Retail Brand Alliance, Inc., d/b/a/ Brooks Brothers (“Brooks Brothers”) under which we will design, manufacture and supply personal care products for men and women to be sold at Brooks Brothers locations in the United States as well as a licensing agreement covering Brooks Brothers stores and specialty retail and department stores outside the United States, including duty free and other travel-related retailers.

Lanvin

In July 2007, we acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3 from Jeanne Lanvin, S.A. (“Lanvin”). Among other items, Class 3 of the international classification of trademarks goods and services include: soaps, perfumery, essential oils, cosmetics and hair lotions. We paid €22 million (approximately $29.7 million) in cash for the brand names and trademarks and simultaneously terminated our existing license agreement. In addition, Lanvin has the right to repurchase the brand names and trademarks in 2025 for the greater of €70 million or one times the average of the annual sales for the years ending December 31, 2023 and 2024.

Prior to this acquisition, the amount paid to secure the license agreement with Lanvin was being amortized over the life of the license agreement. At June 30, 2007, that intangible asset, net of accumulated amortization aggregated €13.2 million. The €22 million paid in July 2007 for the brand names and trademarks together with the carrying value related to the license agreement represents the total cost of acquiring the brand names and trademarks.

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New York & Company

In April 2007, we entered into an exclusive agreement with New York & Company, Inc. under which we design and manufacture personal care products to be sold at the New York & Company retail locations and on their website. We are responsible for product development, formula creation, packaging and manufacturing while New York & Company is responsible for marketing and selling in its stores.

Van Cleef & Arpels

In September 2006, we entered into an exclusive, worldwide license agreement with Van Cleef & Arpels Logistics SA, for the creation, development and distribution of fragrance and related bath and body products under the Van Cleef & Arpels brand and related trademarks. The agreement runs through December 31, 2018. As an inducement to enter into this license agreement we agreed to pay, in January 2007, €18 million (approximately $23.4 million) to Van Cleef & Arpels Logistics SA in a lump sum, up front payment, and we agreed to purchase existing inventory held by YSL Beauté, the former licensee. The license agreement became effective on January 1, 2007.

Quiksilver

In March 2006, we entered into an exclusive worldwide license agreement with Quiksilver, Inc. for the creation, development and distribution of fragrance, suncare, skincare and related products under the Roxy and Quiksilver brands. The agreement runs through 2017.

Gap and Banana Republic

In July 2005, we entered into an exclusive agreement with Gap, Inc. to develop, produce, manufacture and distribute personal care and home fragrance products for Gap and Banana Republic brand names to be sold in Gap and Banana Republic retail stores in the United States and Canada. In March 2006, the agreement was amended to include Gap Outlet and Banana Republic Factory Stores in the United States and Canada.

Discussion of Critical Accounting Policies

We make estimates and assumptions in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations. These accounting policies generally require our management’s most difficult and subjective judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The following is a brief discussion of the more critical accounting policies that we employ.

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Revenue Recognition

We sell our products to department stores, perfumeries, specialty retailers, mass-market retailers, supermarkets and domestic and international wholesalers and distributors. Sales of such products by our domestic subsidiaries are denominated in U.S. dollars and sales of such products by our foreign subsidiaries are primarily denominated in either Euros or U.S. dollars. Accounts receivable reflect the granting of credit to these customers. We generally grant credit based upon our analysis of the customer’s financial position as well as previously established buying patterns. We recognize revenues when merchandise is shipped and the risk of loss passes to the customer. Net sales are comprised of gross revenues less returns, trade discounts and allowances.

Sales Returns

Generally, we do not permit customers to return their unsold products. However, on a case-by-case basis we occasionally allow customer returns. We regularly review and revise, as deemed necessary, our estimate of reserves for future sales returns based primarily upon historic trends and relevant current data. We record estimated reserves for sales returns as a reduction of sales, cost of sales and accounts receivable. Returned products are recorded as inventories and are valued based upon estimated realizable value. The physical condition and marketability of returned products are the major factors we consider in estimating realizable value. Actual returns, as well as estimated realizable values of returned products, may differ significantly, either favorably or unfavorably, from our estimates, if factors such as economic conditions, inventory levels or competitive conditions differ from our expectations.

Promotional Allowances

We have various performance-based arrangements with certain retailers. These arrangements primarily allow customers to take deductions against amounts owed to us for product purchases. The costs that the Company incurs for performance based arrangements, shelf replacement costs and slotting fees are netted against revenues on the Company’s consolidated statement of income. Estimated accruals for promotions and advertising programs are recorded in the period in which the related revenue is recognized. We review and revise the estimated accruals for the projected costs for these promotions. Actual costs incurred may differ significantly, either favorably or unfavorably, from estimates if factors such as the level and success of the retailers’ programs or other conditions differ from our expectations.

Inventories

Inventories are stated at the lower of cost or market value. Cost is principally determined by the first-in, first-out method. We record adjustments to the cost of inventories based upon our sales forecast and the physical condition of the inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from actual requirements if future economic conditions or competitive conditions differ from our expectations.

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Equipment and Other Long-Lived Assets

Equipment, which includes tools and molds, is recorded at cost and is depreciated on a straight-line basis over the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to our business model or changes in our capital spending strategy can result in the actual useful lives differing from our estimates. In those cases where we determine that the useful life of equipment should be shortened, we would depreciate the net book value in excess of the salvage value, over its revised remaining useful life, thereby increasing depreciation expense. Factors such as changes in the planned use of equipment, or market acceptance of products, could result in shortened useful lives.

Long-lived assets, including trademarks, licenses, goodwill and other rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, then we recognize an impairment loss, measured as the amount by which the carrying value exceeds the fair value of the asset. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about expected future operating performance. Our estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, economic conditions, changes to our business model or changes in consumer acceptance of our products. In those cases where we determine that the useful life of long-lived assets should be shortened, we would depreciate the net book value in excess of the salvage value (after testing for impairment as described above), over the revised remaining useful life of such asset thereby increasing amortization expense.

Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Tax benefits recognized are reduced by a valuation allowance where it is more likely than not that the benefits may not be realized.

Results of Operations

Net Sales

	Years ended December 31,
	2007		% Change			2006		% Change			2005
	(in millions)
European based product sales	$	330.8		22	%	$	270.1		13	%	$	239.2
United States based product sales		58.8		15	%		51.0		49	%		34.3
Total net sales	$	389.6		21	%	$	321.1		17	%	$	273.5

Net sales for the year ended December 31, 2007 increased 21% to $389.6 million. For the year ended December 31, 2006, net sales were up 17%. At comparable foreign currency exchange rates, net sales rose 15% and 17% for 2007 and 2006, respectively. The weakness of the US dollar relative to the euro gave rise to the difference between constant dollar and reported net sales in 2007

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European based prestige product sales, which were up 22% in 2006, grew an additional 13% in 2007. With no major Burberry launches in 2007 other than seasonal additions, Burberry fragrance performed well and sales reached $210 million, up 10% in local currency. In 2006, with the launch and roll-out of Burberry’s fifth major line, Burberry London, Burberry fragrance sales reached $182 million, up 10% in local currency. In 2006, excluding the effect of the discontinued Burberry limited edition Brit Red line, brand sales were up 20% in local currency.

After significant growth in 2006 and no major new product launches in 2007, sales of Lanvin fragrances reached $46 million in 2007, unchanged in local currency. In 2006 Lanvin fragrances exceeded targets with sales of $44 million, up 20% in local currency, due to strong gains by the Eclat d’Arpège line, which came to market in 2002. Lanvin brand sales in 2006 were also boosted by the launch of its Rumeur line.

Similarly, Paul Smith sales in 2007 were basically unchanged in local currency after achieving a 2006 increase of 22% in local currency. Much of the 2006 growth came from our first Paul Smith fragrance, which debuted in 2000 and Paul Smith Extrême, which came to market in 2002.

In January 2007, we began operations pursuant to our Van Cleef & Arpels license agreement. Sales of products under the Van Cleef & Arpels brand aggregated $16.0 million for the year ended December 31, 2007.

During the first half of 2007 we began operations of our four newly established majority-owned European distribution subsidiaries. Shipments to these subsidiaries are not recognized as sales until that merchandise is sold by the distribution subsidiary to its customers. Sales have been slightly below expectations due to a slower than expected startup of our distribution subsidiaries. Net sales contributions from our distribution subsidiaries were $10.8 million after the elimination of sales to our distribution subsidiaries.

We are now preparing for a very active launch schedule for 2008 which began in the first quarter of 2008 with a new fragrance family for Burberry fragrances. Our license with Quiksilver was recently amended to include men’s fragrance; the debut of the first Quiksilver fragrance is scheduled for September 2008. In addition, we intend to launch new products in 2008 for Lanvin, Roxy, Paul Smith and Van Cleef & Arpels.

With respect to our United States specialty retail and mass market products, net sales were up an additional 15% in 2007 after rising 49% in 2006. In early 2006, we began shipping Gap, Gap Outlet, Banana Republic and Banana Republic Factory Stores, their existing fragrance and personal care products. In August 2006 we launched the Banana Republic Discover Collection, a family of five fragrances which debuted in all Banana Republic North American stores in September. The initial collection consisted of three scents for women and two for men. Bath and body products as well as home fragrance products were also created to complement the fragrance selection. The Discover Collection was enlarged by two new scents in the fall of 2007, and we intend to further expand product selection for Banana Republic.

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In May 2007, over 150 Gap Body stores in the United States and Canada unveiled the more than 70 new bath and body products we created for them. The bath and body line was followed in August 2007 by new Gap eau de toilette products and men’s fragrance and grooming products. All product lines were rolled-out to approximately 200 Gap stores in August and approximately 300 Gap stores in October. In addition, we prepared a complete assortment of Holiday programs for Gap and Banana Republic North American stores.

In April 2007, we entered into an exclusive agreement with New York & Company, Inc. under which we design and manufacture personal care products to be sold at the New York & Company retail locations and on their website. The initial line of bath and body products designed and developed for New York & Company was in their stores in time for the 2007 Holiday season.

Unlike our growing specialty retail fragrance products, sales of mass market fragrance products have been in a decline for several years. We believe that rising oil and gas prices are a significant cause for declining sales in the dollar store markets, as dollar store customers have less disposable cash. We have no plans to discontinue sales to this market which aggregated approximately $24 million in 2007 and contributes significantly to our United States based operations. We have and will however, continue to consolidate our product offerings.

In addition, we are actively pursuing other new business opportunities. However, we cannot assure you that any new licenses, acquisitions or specialty retail agreements will be consummated.

Gross Profit Margins

	Years ended December 31,
	2007			2006			2005
	(in millions)
Net sales	$	389.6		$	321.1		$	273.5
Cost of sales		160.2			143.9			115.8
Gross margin	$	229.4		$	177.2		$	157.7
Gross margin as a percent of net sales		59	%		55	%		58	%

Gross profit margins were 59% in 2007, 55% in 2006 and 58% in 2005. Approximately half of the gross profit margin increase as a percentage of sales in 2007 is the result of the commencement of operations of our newly established majority-owned European distribution subsidiaries. The other half is a result of product sales mix within our United States based operations, as specialty retail product sales generate a higher gross margin than mass market product sales.

Although gross margins from individual product families have remained relatively consistent, sales of products from our European based prestige fragrances have always generated significantly higher gross profit margins than sales of our United States based specialty retail and mass market products. Although this was not a significant factor in 2007, in 2006 fluctuations in sales product mix between our European operations and our United States operations was the primary factor influencing gross margin fluctuations. In 2006, sales from United States operations grew 49% while sales from European operations grew 13% resulting in a 3% decline in gross margin.

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Generally, we do not bill customers for shipping and handling costs and such costs, which aggregated $6.2 million, $5.5 million and $4.2 million in 2007, 2006 and 2005, respectively, are included in selling, general and administrative expense in the consolidated statements of income. As such, our Company’s gross profit may not be comparable to other companies which may include these expenses as a component of cost of goods sold.

Selling, General & Administrative Expense

	Years ended December 31,
	2007			2006			2005
	(in millions)
Selling, general & administrative	$	181.2		$	141.1		$	126.4
Selling, general & administrative as a percent of net sales		47	%		44	%		46	%

Selling, general and administrative expense increased 28% for the year ended December 31, 2007, as compared to 2006 and 12% for the year ended December 31, 2006, as compared to 2005. As a percentage of sales selling, general and administrative expense was 47%, 44% and 46% for the years ended December 31, 2007, 2006 and 2005, respectively.

Selling, general and administrative expenses for 2007 includes approximately $12 million in servicing fees related to the operations of our newly established majority-owned European distribution subsidiaries which commenced operations in 2007. Other major components of selling, general and administrative expense are promotion and advertising expenditures and royalty expense. Promotion and advertising aggregated $58.5 million, $46.5 million and $40.8 million for the years ended December 31, 2007, 2006 and 2005, respectively. Royalty expense aggregated $35.6 million, $31.4 million and $27.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.

We review goodwill and trademarks with indefinite lives for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The goodwill relates to our Nickel skin care business which is primarily a component of our European based operations. In performing our annual review of the recoverability of the carrying amount of goodwill, we determined that sales levels were less than originally anticipated. Therefore, the carrying amount of the goodwill exceeded fair value determined by comparison to prices of comparable businesses resulting in an impairment loss of $0.9 million.

Income from operations increased 31% to $47.3 million in 2007, as compared to $36.1 million in 2006. In 2006, income from operations increased 15% to $36.1 million, as compared to $31.4 million in 2005. Operating margins aggregated 12.1%, 11.3% and 11.5% for the years ended December 31, 2007, 2006 and 2005, respectively.

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Interest expense aggregated $3.7 million, $1.8 million and $1.0 million for the years ended December 31, 2007, 2006 and 2005, respectively. We use the credit lines available to us, as needed, to finance our working capital needs as well as our financing needs for acquisitions. In 2007, an €18 million and a €22 million long-term credit facility was entered into in January and September 2007, respectively, to finance payments required for the Van Cleef & Arpels license agreement and the acquisition of the Lanvin trademarks.

Foreign currency gains or (losses) aggregated ($0.2) million, $0.2 million and ($0.3) million for the years ended December 31, 2007, 2006 and 2005, respectively. We enter into foreign currency forward exchange contracts to manage exposure related to certain foreign currency commitments.

Our effective income tax rate was 35.3%, 35.6% and 35.1% for the years ended December 31, 2007, 2006 and 2005, respectively. Our effective tax rates differ from statutory rates due to the effect of state and local taxes and tax rates in foreign jurisdictions which are slightly higher than those in the United States. In 2007 and 2006, valuation allowances of $0.2 million and $0.8 million has been provided against certain foreign net operating loss carryforwards, as future profitable operations from certain foreign subsidiaries might not be sufficient to realize the full amount of net operating loss carryforwards recognized. No significant changes in tax rates were experienced nor were any expected in jurisdictions where we operate.

Net Income and Earnings per Share

	Years ended December 31,
	2007		2006		2005
	(In thousands except per share data)
Net income	$	23,817	$	17,742	$	15,263
Net income per share:
Basic	$	1.16	$	0.87	$	0.76
Diluted	$	1.14	$	0.86	$	0.75
Weighted average number of shares outstanding:
Basic		20,444		20,324		20,078
Diluted		20,670		20,568		20,487

Net income increased 34% to $23.8 million in 2007, as compared to $17.7 million in 2006. In 2006 net income increased 16% to $17.7 million, as compared to $15.3 million in 2005. Net margins aggregated 6.1%, 5.5% and 5.6% for the years ended December 31, 2007, 2006 and 2005, respectively. In 2007, we were able to leverage expenses while increasing sales within our European operations and our United States operations began to see a significant turnaround in its business.

Diluted earnings per share aggregated $1.14, $0.86 and $0.75 in 2007, 2006 and 2005, respectively. Weighted average shares outstanding aggregated 20.4 million, 20.3 million and 20.1 million for the years ended December 31, 2007, 2006 and 2005, respectively. On a diluted basis, average shares outstanding were 20.7 million, 20.6 million and 20.5 million for the years ended December 31, 2007, 2006 and 2005, respectively.

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Liquidity and Capital Resources

Our financial position remains strong. At December 31, 2007, working capital aggregated $179 million and we had a working capital ratio of 2.2 to 1. Cash and cash equivalents aggregated $90 million.

In July 2007, we acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3 from Lanvin. Among other items, Class 3 of the international classification of trademarks goods and services include: soaps, perfumery, essential oils, cosmetics and hair lotions. We paid €22 million (approximately $29.7 million) in cash for the brand names and trademarks and simultaneously terminated our existing license agreement. In addition, Lanvin has the right to repurchase the brand names and trademarks in 2025 for the greater of €70 million or one times the average of the annual sales for the years ending December 31, 2023 and 2024. In September 2007, in connection with the acquisition, we entered into a €22 million five-year credit agreement. The long-term credit facility, which bears interest at 0.40% above the three month EURIBOR rate provides for principal to be repaid in 20 equal quarterly installments.

In June 2007, the minority shareholders of Nickel S.A., a consolidated subsidiary of the Company, exercised their rights to sell their remaining 32.4% interest in Nickel S.A. to the Company for approximately $4.7 million in cash. The acquisition was accounted for under the purchase method.

In December 2007, we acquired an additional 1.2% interest in IPSA, our majority owned French subsidiary, from its minority shareholders for approximately $6.3 million in cash. The acquisition was accounted for under the purchase method. An additional 3.3% interest was acquired in January and February 2008 for approximately $16.0 million in cash.

In September 2006, we entered into an exclusive, worldwide license agreement with Van Cleef & Arpels Logistics SA, for the creation, development and distribution of fragrance and related bath and body products under the Van Cleef & Arpels brand and related trademarks. As an inducement to enter into this license agreement, in January 2007 we paid €18 million (approximately $23.8 million) to Van Cleef & Arpels Logistics SA in a lump sum, up front payment and we purchased existing inventory of approximately $2.1 million held by YSL Beauté, the former licensee. In January 2007, the up front payment was financed with an €18 million five-year credit agreement. The long-term credit facility, which bears interest at 4.1% provides for principal to be repaid in 20 quarterly installments.

Cash provided by operating activities aggregated $38.5 million, $13.4 million and $30.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. In 2006 cash provided by operating activities shows that inventories increased 33% from December 31, 2005. Inventories were at an unusually low level as of December 31, 2005 as no major new product launches were on the calendar. Our 2006 new prestige product calendar was very ambitious, with launches of new fragrance families for our three largest prestige brands. In addition, an inventory buildup was required for new products created for the launch in Banana Republic North American stores as well as the transitioning of component sourcing and production of Gap, Inc.’s existing fragrance and personal care products to suppliers and contract fillers of the Company.

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Cash provided by operating activities in 2006 also shows that accounts receivable increased 22% from the December 31, 2005 balance which is reasonable considering that sales were up 17% for the year and 37% for the fourth quarter alone.

In 2007 a significant inventory build up was required to support the debut of the newest Burberry fragrance family, Burberry Beat, which began shipping in the first quarter of 2008. The effect on cash flow from operations was minimal as this increase was offset by an increase in accounts payable and accrued expenses. Overall, changes in working capital items had a minimal effect on 2007 cash flow from operations. Net income plus non cash items including depreciation and amortization and minority interest in net income of consolidated subsidiary resulted in substantial positive operating cash flow for the year.

Cash flows used in investing activities in 2007 reflects the payment for acquisition of minority interests including $4.7 million for the remaining portion of Nickel S.A. and $6.3 million for the acquisition of additional shares of IPSA, our majority owned French subsidiary. The 2007 statement also reflects $58.7 million in payments required in connection with our acquisition of the Van Cleef & Arpels license agreement, the Lanvin trademarks and other intangible assets. The proceeds from long-term debt facilities entered into in connection with these acquisitions are reflected in financing activities.

In 2007 we also received net proceeds of approximately $13 million from the sale of short-term investments which was used to finance our working capital needs. Approximately $2.4 million was spent for capital items. Our business is not capital intensive as we do not own any manufacturing facilities. We typically spend between $2.0 and $3.0 million per year on tools and molds, depending on our new product development calendar. The balance of capital expenditures is for office fixtures, computer equipment and industrial equipment needed at our distribution centers. Capital expenditures in 2008 are expected to be in the range of $2.5 million to $3.5 million, considering our 2008 launch schedule.

Cash flows used in investing activities in 2006, reflect net proceeds from the sale of short-term investments of $4.6 million, approximately $5.0 million in payments for intangible assets and approximately $3.5 million in capital expenditures.

In December 2007, our board of directors authorized a continuation of our cash dividend of $0.20 per share, aggregating approximately $4.1 million per annum, payable $.05 per share on a quarterly basis. Our next cash dividend of $.05 per share is to be paid on April 15, 2008 to shareholders of record on March 31, 2008. Dividends paid, including dividends paid once per year to minority stockholders of Inter Parfums, S.A., aggregated $5.5 million, $4.5 million and $4.1 million for the years ended December 31, 2007, 2006 and 2005, respectively. The cash dividends paid in 2007 represented a small part of our cash position and the dividends for 2008 are not expected to have any significant impact on our financial position.

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Our short-term financing requirements are expected to be met by available cash and short-term investments on hand at December 31, 2007, cash generated by operations and short-term credit lines provided by domestic and foreign banks. The principal credit facilities for 2008 consist of a $12.0 million unsecured revolving line of credit provided by a domestic commercial bank and approximately $45.0 million in credit lines provided by a consortium of international financial institutions.

We believe that funds generated from operations, supplemented by our present cash position and available credit facilities, will provide us with sufficient resources to meet all present and reasonably foreseeable future operating needs.

Inflation rates in the U.S. and foreign countries in which we operate did not have a significant impact on operating results for the year ended December 31, 2007.

Contractual Obligations

The following table sets for a schedule of our contractual obligations over the periods indicated in the table, as well as our total contractual obligations ($ in thousands).

	Payments due by period
Contractual Obligations	Total		Less than 1 year		Years 2-3		Years 4-5		More than 5 years
Long-Term Debt	$	59,700	$	16,200	$	26,000	$	17,500
Capital Lease Obligations
Operating Leases	$	28,200	$	6,700	$	13,400	$	6,800	$	1,300
Purchase obligations(1)	$	1,533,900	$	143,200	$	309,700	$	317,700	$	763,300
Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP
Total	$	1,621,800	$	166,100	$	349,100	$	342,000	$	764,600

(1) Consists of purchase commitments for advertising and promotional items, minimum royalty guarantees, including fixed or minimum obligations, and estimates of such obligations subject to variable price provisions. Future advertising commitments were estimated based on planned future sales for the license terms that were in effect at December 31, 2007, without consideration for potential renewal periods and do not reflect the fact that our distributors share our advertising obligations..

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

General

We address certain financial exposures through a controlled program of risk management that primarily consists of the use of derivative financial instruments. We primarily enter into foreign currency forward exchange contracts in order to reduce the effects of fluctuating foreign currency exchange rates. We do not engage in the trading of foreign currency forward exchange contracts or interest rate swaps.

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Foreign Exchange Risk Management

We periodically enter into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and to manage risks related to future sales expected to be denominated in a foreign currency. We enter into these exchange contracts for periods consistent with our identified exposures. The purpose of the hedging activities is to minimize the effect of foreign exchange rate movements on the receivables and cash flows of Inter Parfums, S.A., our French subsidiary, whose functional currency is the Euro. All foreign currency contracts are denominated in currencies of majorindustrialcountriesand are with largefinancial institutions, which are ratedasstronginvestmentgrade.

All derivative instruments are required to be reflected as either assets or liabilities in the balance sheet measured at fair value. Generally, increases or decreases in fair value of derivative instruments will be recognized as gains or losses in earnings in the period of change. If the derivative is designated and qualifies as a cash flow hedge, then the changes in fair value of the derivative instrument will be recorded in other comprehensive income.

Before entering into a derivative transaction for hedging purposes, we determine that the change in the value of the derivative will effectively offset the change in the fair value of the hedged item from a movement in foreign currency rates. Then, we measure the effectiveness of each hedge throughout the hedged period. Any hedge ineffectiveness is recognized in the income statement.

We believe that our risk of loss as the result of nonperformance by any of such financial institutions is remote and in any event would not be material. The contracts have varying maturities with none exceeding one year. Costs associated with entering into such contracts have not been material to our financial results. At December 31, 2007, we had foreign currency contracts at Inter Parfums, S.A. in the form of forward exchange contracts in the amount of approximately U.S. $28.3 million and GB Pounds 3.0 million.

Interest Rate Risk Management

We mitigate interest rate risk by continually monitoring interest rates, and then determining whether fixed interest rates should be swapped for floating rate debt, or if floating rate debt should be swapped for fixed rate debt. We have entered into two (2) interest rate swaps to reduce exposure to rising variable interest rates. The first swap, entered into in 2004, effectively exchanged the variable interest rate of 0.6% above the three month EURIBOR to a variable rate based on the 12 month EURIBOR rate with a floor of 3.25% and a ceiling of 3.85%. The remaining balance owed pursuant to this facility is €4.8 million. The second swap entered into in September 2007 on €22 million of debt, effectively exchanged the variable interest rate of 0.6% above the three month EURIBOR to a fixed rate of 4.42%. These derivative instruments are recorded at fair value and changes in fair value are reflected in the accompanying consolidated statements of income.

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Item 8. Financial Statements and Supplementary Data

The required financial statements commence on page F-1.

Supplementary Data

Quarterly Data (Unaudited)

For the Year Ended December 31, 2007

(In Thousands Except Per Share Data)

	1st  Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year
Net Sales	$	85,120	$	82,764	$	102,320	$	119,356	$	389,560
Gross Profit		51,933		48,149		60,066		69,275		229,423
Net Income		5,793		3,749		5,660		8,615		23,817
Net Income per Share:
Basic	$	0.28	$	0.18	$	0.28	$	0.42	$	1.16
Diluted	$	0.28	$	0.18	$	0.27	$	0.41	$	1.14
Average Common Shares Outstanding:
Basic		20,436		20,437		20,437		20,431		20,444
Diluted		20,620		20,725		20,678		20,621		20,670

Quarterly Data (Unaudited)

For the Year Ended December 31, 2006

(In Thousands Except Share Data)

	1st  Quarter		2nd Quarter		3rd Quarter		4th Quarter		Full Year
Net Sales	$	70,900	$	70,285	$	89,690	$	90,179	$	321,054
Gross Profit		40,296		39,670		48,688		48,545		177,199
Net Income		4,420		3,192		4,645		5,485		17,742
Net Income per Share:
Basic	$	0.22	$	0.16	$	0.23	$	0.27	$	0.87
Diluted	$	0.22	$	0.16	$	0.23	$	0.27	$	0.86
Average Common Shares Outstanding:
Basic		20,267		20,315		20,322		20,392		20,324
Diluted		20,544		20,564		20,546		20,620		20,568

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

Not applicable.

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Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e)) as of the end of the period covered by this annual report on Form 10-K (the “Evaluation Date”). Based on their review and evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, our disclosure controls and procedures were adequate and effective to ensure that material information relating to our Company and its consolidated subsidiaries would be made known to them by others within those entities, so that such material information is recorded, processed and reported in a timely manner, particularly during the period in which this annual report on Form 10-K was being prepared, and that no changes were required at this time.

Management’s Annual Report on Internal Control over Financial Reporting

The management of Inter Parfums, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for the company. With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2007.

Our independent auditor, Mazars LLP, a registered public accounting firm, has issued its report on its audit of our internal control over financial reporting. This report appears below.

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

Board of Directors and Shareholders

Inter Parfums, Inc.

We have audited Inter Parfums, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Inter Parfums, Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Inter Parfums, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Inter Parfums, Inc. as of December 31, 2007 and 2006 and the related consolidated statements of income, changes in shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2007 and our report dated March 10, 2008 expressed an unqualified opinion thereon.

Mazars LLP

New York, New York

March 10, 2008

Item 9A(T). Controls and Procedures.

Not Applicable.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors and Executive Officers Of the Registrant

Executive Officers and Directors

As of the date of this report, our executive officers and directors were as follows:

Name	Position
Jean Madar	Chairman of the Board, Chief Executive Officer of Inter Parfums, Inc. and Director General of Inter Parfums, S.A.
Philippe Benacin	Vice Chairman of the Board, President of Inter Parfums, Inc. and Chief Executive Officer of Inter Parfums, S.A.
Russell Greenberg	Director, Executive Vice President and Chief Financial Officer
Philippe Santi	Director, Executive Vice President and Director General Delegué, Inter Parfums, S.A.
Francois Heilbronn	Director
Joseph A. Caccamo	Director
Jean Levy	Director
Robert Bensoussan-Torres	Director
Jean Cailliau	Director
Serge Rosinoer	Director
Patrick Choël	Director
Hugues de la Chevasnerie	Director of Burberry Fragrances, Inter Parfums, S.A.
Frederic Garcia-Pelayo	Director of the Luxury and Fashion division of  Inter Parfums, S.A.
Jack Ayer	Director of Distribution – France, Inter Parfums, S.A.
Axel Marot	Director of Production & Logistics, Inter Parfums, S.A.
Henry B. (“Andy”) Clarke	President of Specialty Retail Division

Our directors will serve until the next annual meeting of stockholders and thereafter until their successors shall have been elected and qualified. Messrs. Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares in a like manner. As Messrs. Madar and Benacin beneficially own more than 50% of the outstanding shares of the Inter Parfums’ common stock, Inter Parfums is considered a “controlled company” under the applicable rules of The Nasdaq Stock Market.

With the exception of Mr. Benacin, the officers are elected annually by the directors and serve at the discretion of the board of directors. There are no family relationships between executive officers or directors of our Company.

Board of Directors

Our Board of Directors has the responsibility for establishing broad corporate policies and for the overall performance of our Company. Although certain directors are not involved in day-to-day operating details, members of the Board are kept informed of our business by various reports and documents made available to them. The Board of Directors held 13 meetings (or executed consents in lieu thereof), including meetings of committees of the Board during 2007, and, with the exception of Messrs. Bensoussan and Rosinoer, and all of the directors attended at least 75%of the meetings of the Board and committee meetings of which they were a member.

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We have adopted a Code of Business Conduct, and we agree to provide to any person without charge, upon request, a copy of our Code of Business Conduct. Any person who requests a copy of our Code of Business Conduct should provide their name and address in writing to: Inter Parfums, Inc., 551 Fifth Avenue, New York, NY 10176, Att.: Shareholder Relations. In addition, our Code of Conduct is also maintained on our website, at www.interparfumsinc.com.

During Fiscal 2007, the Board of Directors had the following standing committees:

· Audit Committee – The Audit Committee has the sole authority and is directly responsible for, the appointment, compensation and oversight of the work of the independent accountants employed by the Company which prepare or issue an audit report for the Company. During 2007, the Audit Committee initially consisted of Messrs. Heilbronn, Levy and Bensoussan-Torres and Mr. Choël replaced Mr. Bensoussan-Torres in June 2007.

The Audit Committee does not have a member who is an “Audit Committee Financial Expert” as such term is defined under the applicable rules and regulations. However, as the result of the background, education and experience of the members of the Audit Committee, the Board of Directors believes that such committee members are fully qualified to fulfill their obligations as members of the Audit Committee.

· Executive Compensation and Stock Option Committee – The Executive Compensation and Stock Option Committee oversees the compensation of the Company’s executives and administers the Company’s stock option plans. During 2007, the members of such committee initially consisted of Messrs. Heilbronn, Levy and Choël. We presently do not have a separate charter for our Executive Compensation and Stock Option Committee.

Our Board of Directors does not maintain a standing nominating committee or a committee performing similar functions. In view of the agreement and understanding of Messrs. Jean Madar and Philippe Benacin who beneficially own more than 50% of the outstanding shares of the Inter Parfums’ common stock, our Board of Directors does not believe it necessary forthe Company to have such a committee. Also as a “controlled company” under the applicable rules of The Nasdaq Stock Market, we are exempt from the nominating committee requirements. During 2007, our Board of Directors as a group agreed to nominate the same members of the board who had served last year.

Director Independence

The following are our directors who are “independent directors” within the applicable rules of The Nasdaq Stock Market:

Francois Heilbronn

Jean Levy

Robert Bensoussan-Torres

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Serge Rosinoer

Jean Cailliau

Patrick Choël

While we follow and comply with the independent director definitions as provided by The Nasdaq Stock Market rules in determining the independence of our directors, we do not presently post the rules on our company’s website. However, the rules of The Nasdaq Stock Market are readily available on its website. We intend to either include the applicable independent director definition on our website or as an appendix to our proxy statement for the next annual meeting.

However, as stated above, Messrs. Jean Madar and Philippe Benacin have a verbal agreement or understanding to vote their shares in a like manner. As Messrs. Madar and Benacin beneficially own more than 50% of the outstanding shares of the Inter Parfums’ common stock, Inter Parfums is considered a “controlled company” under the applicable rules of The Nasdaq Stock Market. As a controlled company, we are exempt for certain of the corporate governance rules of The Nasdaq Stock Market, such as the board of directors consisting a majority of independent directors and the requirement of a nominating committee of the board.

In addition, The Nasdaq Stock Market maintains more stringent rules relating to director independence for the members of our Audit Committee, and the members of our Audit Committee, Messrs. Heilbronn, Levy and Choël, are independent within those rules. We are not exempt from the more stringent rules relating to director independence for the members of our Audit Committee by virtue of the controlled company exception.

Business Experience

The following sets forth biographical information as to the business experience of each executive officer and director of our Company for at least the past five years.

Jean Madar

Jean Madar, age 47, a Director, has been the Chairman of the Board of Directors since the Company's inception, and is a co-founder of the Company with Mr. Benacin. From inception until December 1993 he was the President of the Company; in January 1994 he became Director General of Inter Parfums, S.A., the Company’s subsidiary; and in January 1997 he became Chief Executive Officer of the Company. Mr. Madar was previously the managing director of Inter Parfums, S.A., from September 1983 until June 1985. At such subsidiary, he had the responsibility of overseeing the marketing operations of its foreign distribution, including market research analysis and actual marketing campaigns. Mr. Madar graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983.

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Philippe Benacin

Mr. Benacin, age 49, a Director, has been the Vice Chairman of the Board since September 1991, and is a co-founder of the Company with Mr. Madar. He was elected the Executive Vice President in September 1991, Senior Vice President in April 1993, and President of the Company in January 1994. In addition, he has been the President of Inter Parfums, S.A. for more than the past five years. Mr. Benacin graduated from The French University for Economic and Commercial Sciences (ESSEC) in 1983.

Russell Greenberg

Mr. Greenberg, age 51, the Chief Financial Officer, was Vice-President, Finance when he joined the Company in June 1992; became Executive Vice President in April 1993; and was appointed to the Board of Directors in February 1995. He is a certified public accountant licensed in the State of New York, and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. After graduating from The Ohio State University in 1980, he was employed in public accounting until he joined the Company in June 1992.

Philippe Santi

Philippe Santi, age 46 and a Director since December 1999, is the Director General Delegué – Executive Vice President of Inter Parfums, S.A. Mr. Santi, who is a is a Certified Accountant and Statutory Auditor in France, has been the Chief Financial Officer of Inter Parfums, S.A. since February 1995. Prior to February 1995, Mr. Santi was the Chief Financial Officer for Stryker France and an Audit Manager for Ernst and Young.

Francois Heilbronn

Mr. Heilbronn, age 47, a Director since 1988, an independent director, and a member of the audit, stock option and executive compensation committees, is a graduate of Harvard Business School with a Master of Business Administration degree and is currently the managing partner of the consulting firm of M.M. Friedrich, Heilbronn & Fiszer. He was formerly employed by The Boston Consulting Group, Inc. from 1988 through 1992 as a manager. Mr. Heilbronn graduated from Institut D' Etudes Politiques De Paris in June 1983. From 1984 to 1986, he worked as a financial analyst for Lazard Freres & Co.

Joseph A. Caccamo

Mr. Caccamo, age 52, a Director since 1992, is an attorney with the law firm of GrayRobinson, P.A., our general counsel. A member of both the New York and Florida bars, Mr. Caccamo has been a practicing attorney since 1981, concentrating in the areas of corporate and securities law, and in September 1991 he became our counsel.

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Jean Levy

Jean Levy, age 75, a Director since August 1996, an independent director and a member of the audit and executive compensation and stock option committees, worked for twenty-seven years at L'Oreal, and was the President and Chief Executive Officer of Cosmair, the exclusive United States licensee of L'Oreal, from 1983 through June 1987. In addition, he is the former President and Chief Executive Officer of Sanofi Beaute (France). For the more than the past five years, Mr. Levy has been an independent advisor as well as a consultant for economic development to local governments in France. A graduate of l'Institut d'Etudes Politiques de Paris, he also attended Yale Graduate School and was a recipient of a Fulbright Scholarship. He was also a Professor at l'Institut d'Etudes Politiques de Paris. He was formerly a director of Zannier Group and Escada Beaute Worldwide and Rallye, S.A. In addition, Mr. Levy was also a director (Chairman of the Board until October 2001) of Financière d'Or, and its subsidiary, Histoire d'Or which is in the retail jewelry business. Mr. Levy was formerly a consultant to Ernst & Young, Paris through 2004. He is currently a board member of Price Minister, an internet based retailer located in Paris.

Robert Bensoussan-Torres

Robert Bensoussan-Torres, age 50, has been a Director since March 1997, and also is an independent director and during 2005 was a member of the audit committee. In November 2001, he became the Chief Executive Officer of Jimmy Choo Ltd., a luxury shoe and ready to wear accessory company. In 2007 Jimmy Choo Ltd. was sold to a private equity firm. From 1999 to December 2000, he was the Managing Director of Gianfranco Ferre fashion group, based in Milano, Italy. Mr. Bensoussan-Torres is a Director of Towers Consulting Europe, Ltd. Towers Consulting Europe, Ltd. is a consulting company based in London, which specializes in strategic advise in connection with mergers and acquisitions in the luxury goods business. Mr. Bensoussan-Torres was the Chief Executive Officer of Christian Lacroix, Paris, a subsidiary of LVMH Group, from February 1993 until May 1998. Christian Lacroix is a French Haute Couture House and has activities in the field of apparel, accessories and fragrances. From December 1990 through January 1993 he was based in Munich, Germany, as the International Sales Director of The Escada Group.

Jean Cailliau

Mr. Cailliau, age 45, and a director since December 1999, is the currently the owner and manager of Wayak Sarl, a consulting firm. The Board considers Mr. Cailliau to be independent of management, notwithstanding his prior affiliation with LV Capital USA Inc., which was dissolved in August 2006. Through June 2001, Mr. Cailliau was the Deputy General Manager of LV Capital SA, the investment arm of LVMH. In January 2001 he became a Director of L Capital Management, a private equity fund sponsored by LVMH, a position he held until December 2007.. For the past 17 years, Mr. Cailliau has held executive positions at LVMH. He is also a Director of various European companies. Mr. Cailliau is an Engineer in Agronomics and has an MBA (1988) from Insead.

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Serge Rosinoer

Mr. Rosinoer, age 77, was appointed to the Board of Directors in December 2000, as an independent director. Mr. Rosinoer has devoted most of his career to the personal care, cosmetics and fragrance industry. Mr. Serge Rosinoer is presently the Chairman of the Supervisory Board of Clarins SA. In 1978, Mr. Rosinoer joined the Clarins Group as Vice President and Chief Operating Officer where he was largely responsible for its rapid international expansion. As COO, then CEO since 1978, Mr. Rosinoer oversaw the transformation of Clarins into a major force in cosmetics, skin care and fragrance, with annual sales of approximately 600 million Euro and more than 4,000 employees. He retired from active duty in June of 2000, but continues to serve on the board of directors of Clarins. Earlier in his career he was President of Parfums Corday. He also held senior level executive positions at Max Factor, where he had full supervision of that cosmetics company’s European production and sales. Mr. Rosinoer has served several terms as President of the French Prestige Cosmetics Association and currently serves as Conseiller du Commerce Extérieur de la France.

Patrick Choël

Mr. Choël, age 64, was appointed to the Board of Directors in June 2006, as an independent director, and is a member of both the Audit Committee and the Executive Compensation and Stock Option Committee. Mr. Choël is the manager of Université 82, a business consultant and advisor. For approximately 10 years, through March 2004, Mr. Choël worked as the President and CEO of two divisions of LVMH, first the LVMH Perfumes and Cosmetics Division, which included such well known brands as Parfums Christian Dior, Guerlain, and Parfums Givenchy, among others, and later, Parfums Christian Dior, a leading world-wide prestige beauty/fragrances business. Prior to such time, for approximately 30 years, he work at various executive positions at Unilever, including President and CEO of Elida Fabergé France and President and CEO of Chesebrough Pond’s USA.

Hugues de la Chevasnerie

Hugues de la Chevasnerie, age 39, became the Director of Burberry Fragrances in December 2006. Prior to joining Burberry Fragrances, Mr. Chevasnerie was from February 2002 the Vice President of International Marketing, Davidoff & Chloé, at Coty Inc. From 1994 to 2002, he held various positions at LVMH- Parfums Christian Dior, including Group Head for Men’s Perfumes from 1999 to 2002.

Frederic Garcia-Pelayo

Frederic Garcia-Pelayo, age 49, became the Director of the Luxury and Fashion division of Inter Parfums, S.A. in March 2005. He was previously the Director of Marketing and Distribution for Perfume and Cosmetics for Inter Parfums, S.A. and was named Executive Vice President in 2004. Previously Mr. Garcia-Pelayo was the Director of Export Sales of Inter Parfums, S.A. from September 1994. Prior to September 1994, Mr. Garcia-Pelayo was the Export Manager for Benetton Perfumes for seven (7) years.

Jack Ayer

Jack Ayer, age 58, was a French Market Sales Manager when he joined Inter Parfums, S.A. in 1989 and has been the Director of the French Market Sales for Inter Parfums, S.A. since 1999. Prior to 1989 Mr. Ayer spent 13 years as a brand representative for L'Oréal. Mr. Ayer will be leaving our company in May 2008.

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Axel Marot

Axel Marot, age 34, was the Supply Chain Manager when he joined Inter Parfums, S.A. in 2003 and has been the Director of Operations for Inter Parfums, S.A. since January 2005. Prior to joining Inter Parfums, S.A., Mr. Marot was a Supply Chain Manager for Nestlé.

Andy Clarke

Henry B. “Andy” Clarke, age 47, was appointed as President of Inter Parfums USA, LLC – Specialty Retail Division in January 2008, which presently encompasses fragrance and personal care products produced for Gap, Banana Republic, New York & Company and Brooks Brothers. Mr. Clarke has been employed by our company since 2001. Prior to joining the Company Mr. Clarke had spent seventeen years in the beauty business in various capacities.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 and any amendments to such forms furnished to us, and written representations from various reporting persons furnished to us, we are not aware of any reporting person who has failed to file the reports required to be filed under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis, except for Messrs. Benacin, Cailliau, Heilbronn and Madar, who each filed one (1) Form 4 three (3) days late in December 2007.

Item 11. Executive Compensation

The following table sets forth a summary of all compensation awarded to, earned by or paid to, our Chief Executive Officer, our Chief Financial Officer, and each of the three most highly compensated executive officers of our Company whose compensation exceeded $100,000 per annum for services rendered in all capacities to our Company and its subsidiaries during fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005. For all compensation related matters disclosed in this Item 11, all amounts paid in euro have been converted to US dollars at the average rate of exchange in each year.

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SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Jean Madar,	2007		400,000		100,000		-0-		124,000		-0-		-0-		429,750	1		1,053,750
Chief Executive Officer	2006		400,000		-0-		-0-		252,000		-0-		-0-		2,974,944	2		3,626,944
	2005		400,000		-0-		-0-		337,000		-0-		-0-		6,079,952	3		6,816,952
Russell Greenberg, Chief Financial	2007		405,000		43,100		-0-		98,000		-0-		-0-		246,590	4		792,690
Officer	2006		375,000		30,000		-0-		167,000		-0-		-0-		304,214	5		876,214
	2005		345,000		30,000		-0-		132,000		-0-		-0-		548,214	6		1,055,214
Philippe Benacin, President of	2007		263,750		170,000		-0-		124,000		-0-		10,610		523,299	7		1,091,659
Inter Parfums, Inc. and Chief	2006		226,206		153,174		-0-		252,000		-0-		8,800		1,298,801	8		1,938,981
Executive Officer of Inter Parfums, S.A.	2005		208,874		161,629		-0-		337,000		-0-		8,700		5,866,935	9		6,583,138
Philippe Santi,	2007		263,750		216,000		-0-		-0-		27,474		10,610		-0-	10		517,834
Executive Vice President and	2006		226,206		197,302		-0-		105,000		22,621		8,800		405,801	11		965,730
Director General Delegue, Inter Parfums, S.A.	2005		208,874		161,629		-0-		91,000		21,655		8,700		169,104	12		660,962
Frédéric Garcia-Pelayo,	2007		263,750		216,000		-0-		-0-		27,474		10,610		211,225	13		729,059
Director Export Sales,	2006		226,206		197,302		-0-		166,000		22,621		8,800		259,956	14		880,885
Inter Parfums, S.A.	2005		208,874		161,629		-0-		53,000		21,655		8,700		173,218	15		627,076

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¹ Consists of $429,750 realized upon the exercise of options.

² Consists of $654,500 realized upon the exercise of options, and $2,320,444 realized on the exercise of options of Inter Parfums, S.A. 

³ Consists of $6,079,952 realized upon the exercise of options.

⁴ Consists of $2,214 for automobile expenses and $166,590 realized upon exercise of options and $ 80,000 realized on the exercise of options of Inter Parfums, S.A.

⁵ Consists of $2,214 for automobile expenses and $235,000 realized upon exercise of options and $67,000 realized on the exercise of options of Inter Parfums, S.A.

⁶ Consists of $2,214 for automobile expenses and $467,000 realized upon exercise of options and $79,000 realized on the exercise of options of Inter Parfums, S.A.

⁷ Consists of lodging expenses of $82,422, $11,127 for automobile expenses, and $429,750 realized upon the exercise of options.

⁸ Consists of lodging expenses of $75,402, $8,797 for automobile expenses, $654,500 realized upon the exercise of options, and $560,102 realized on the exercise of options of Inter Parfums, S.A.

⁹ Consists of lodging expenses of $208,874, $10,613 for automobile expenses, $5,072,785 realized upon the exercise of options, and $574,663 realized upon exercise of options of Inter Parfums, S.A.

¹⁰ Consists of $0 realized on the exercise of options of Inter Parfums, S.A.

¹¹ Consists of $405,801 realized on the exercise of options of Inter Parfums, S.A.

¹² Consists of $169,104 realized on the exercise of options of Inter Parfums, S.A.

¹³ Consists of $211,225 realized on the exercise of options of Inter Parfums, S.A.

¹⁴ Consists of $259,956 realized on the exercise of options of Inter Parfums, S.A.

¹⁵ Consists of $173,218 realized on the exercise of options of Inter Parfums, S.A.

Compensation Discussion and Analysis

General

The Executive Compensation and Stock Option Committee oversee the compensation of the Company’s executives and administers the Company’s stock option plans. The members of such committee are Messrs. Heilbronn, Levy and Choël.

During 2007, the Executive Compensation and Stock Option Committee took action three (3) times by the execution of written consents in lieu of meetings.

In addition to the members of the Executive Compensation Committee, the following persons participated in discussions concerning executive compensation during 2007: Jean Madar, the Chairman of our Board of Directors and Chief Executive Officer; Philippe Benacin, a Director, President, and Chief Executive Officer of Inter Parfums, S.A., our company’s indirect French operating subsidiary; Russell Greenberg, an Executive Vice President, Chief Financial Officer and a Director; Philippe Santi, the Chief Financial Officer of Inter Parfums, S.A. Generally, Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative and recommends executive compensation levels for executives in the United States, and Mr. Benacin, the Chief Executive Officer of Inter Parfums, S.A., takes the initiative and recommends for executive compensation levels for executives in Paris. Further, all cash compensation for each of Messrs. Benacin, Santi and Garcia-Pelayo’s are paid to them in euros by our French operating subsidiary, and all cash compensation for each of Messrs. Madar and Greenberg are paid from United States Operations. Also as a general rule, all executive officers have their compensation reviewed annually.

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The objectives of our compensation program are designed to strike a balance between offering sufficient compensation to either retain existing or attract new executives on the one hand, and keeping compensation at reasonable levels on the other hand. Although our business is growing, as evidenced by our increased sales and growing portfolio of brand names, we do not have the resources comparable to the cosmetic giants in our industry, and accordingly cannot afford to pay excessive executive compensation. In furtherance of these objectives, our executive compensation packages generally include a base salary, as well as annual incentives tied to individual performance and long-term incentives tied to our operating performance. Further, Messrs. Madar and Benacin, in addition to being executive officers and directors are our largest shareholders, which aligns their interests with our shareholder base in keeping executive compensation at a reasonable level.

The following sets forth information regarding compensation and benefits provided to our Chief Executive Officer, Chief Financial Officer, each of the three most highly compensated executive officers other than our Chief Executive Officer and Chief Financial Officer, whose total compensation exceeded $100,000. The executive officers being discussed for 2007 are: Jean Madar (the Chief Executive Officer), Russell Greenberg (the Chief Financial Officer), and Philippe Benacin, Philippe Santi and Frederic Garcia-Pelayo (the three highly compensated officers).

Base Salary

Base salaries for executive officers are initially determined by evaluating the responsibilities of the position held and the experience of the individual, and by reference to the competitive market place for executive talent. Base salaries for executive officers are reviewed on an annual basis, and adjustments are determined by evaluating our operating performance, the performance of each executive officer, as well as whether the nature of the responsibilities of the executive has changed.

As stated above, Mr. Madar, the Chairman and Chief Executive Officer, takes the initiative and recommends executive compensation levels for executives in the United States, and Mr. Benacin, the President of Inter Parfums, S.A., takes the initiative and recommends for executive compensation levels for executives in Paris.

Mr. Madar, the Chief Executive Officer, did not receive an increase in his base salary of $400,000.

Upon recommendation of our Chairman and Chief Executive Officer, the Executive Compensation and Stock Option Committee determined to increase the base salary of Mr. Greenberg, the Chief Financial Officer, by $30,000 from $375,000 to $405,000, an 8% increase. Mr. Greenberg has received the same salary increase of $30,000 for the past three years.

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Upon the recommendation of Mr. Benacin, the base salaries of Mr. Philippe Santi, the Chief Financial Officer of Inter Parfums, S.A., and Mr. Frederic Garcia-Pelayo, were each increased from 180,000 euros in 2006 to 192,000 euros in 2007, a 6.67% increase. Likewise, Mr. Benacin’s base compensation was increased to from 180,000 euros in 2006 to 192,000 euros in 2007.

In February 2005 we entered into an employment agreement with Marcella Cacci to act as the President of Burberry Fragrances, a division of Inter Parfums, S.A. for a three year period. As a negotiated term of her employment agreement, United States operations paid her compensation, although she was residing and working in Paris for Burberry Fragrances, a division of Inter Parfums, S.A. Ms. Cacci was terminated without cause, and for 2006 her pro-rated based salary was $208,200. In 2007 Mr. Hugues de la Chevasnerie became the Director, Burberry Fragrances. His base salary for 2007 was set at 150,000 euros.

After a thorough review, the Chairman of the Board determined that the base salaries paid to such executives were fair in the view of their responsibilities, length of service with us, performance and compensation levels to peers, as to which the Executive Compensation and Stock Option Committee concurs.

Bonus Compensation/ Annual Incentives

As the result of their efforts in increasing the profitability of our company, bonuses were awarded as follows. For European operations, each of Messrs. Santi and Garcia-Pelayo received a cash bonus of $ 216,000 (157,000 euros) and Mr. Benacin received a cash bonus of $170,000 (124,000 euros). For United States operations, Mr. Greenberg received a cash bonus of $43,100. In order for Mr. Madar to receive a cash bonus, United States operations has to achieve after tax profit target. In 2007, based upon such targets, our Chief Executive Officer has earned a $100,000 cash bonus. The Executive Compensation Committee has determined to use the same after tax profit target for our company’s United States operations to calculate Mr. Madar’s bonus for 2008.

Long Term Incentives

The long-term incentives are geared towards linking benefits to corporate performance through the grant of stock options. All options are granted with an exercise price equal to the fair market value of the underlying shares of our common stock on the date of grant, and terminate on or shortly after severance of the executive’s relationship with us. Unless the market price of our common stock increases, corporate executives will have no tangible benefit. Thus, they are provided with the extra incentive to increase individual performance with the ultimate goal of increased our overall performance. In addition, Inter Parfums, S.A. maintains a profit sharing plan for its employees. We believe that enhanced executive incentives which result in increased corporate performance tend to build company loyalty. As a general rule, the number of options granted is determined by several factors, both individual and company operating results for the past year, as well as past option grants to such executives.

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During 2007 and in early 2008, upon the recommendation of the company’s Chief Executive Officer, the Executive Compensation and Stock Option Committee granted options to purchase a total of 28,250 shares our common stock to each of Jean Madar and Philippe Benacin, 15,000 shares to Mr. Greenberg, and 8,500 to each of Messrs. Santi and Garcia-Pelayo, all at the fair market value on the date of grant. Such option grants were reduced from 2006, when Messrs. Madar and Benacin received options to purchase 40,000 shares, Mr. Greenberg received options to purchase 25,000 shares, and Messrs. Santi and Garcia-Pelayo each received options to purchase 5,000 shares. In addition, we discontinued all option grants of shares of our majority owned subsidiary, Inter Parfums, S.A. We typically grant nonqualified stock options with a term of 6 years that vest ratably of a 5-year period on a cumulative basis, so that the option will become fully exercisable at the beginning of the sixth year from the date of grant. Further, as reported above, options granted to French employees under the recent technical amendment to our stock option plan, have a term of 6 years, and vest 4 years after the date of grant.

We believe that the vesting period of these options serves a dual purpose: 1. executives will not receive any benefit if they leave prior to such portion of the option vesting; and 2. having a vesting period matches the service period with the potential benefits of the option.

Under our stock option plan, non-qualified stock options granted to executives terminate immediately upon the executive’s termination of association with our company. This termination provision coupled with vesting may reduce certain benefits afforded to an executive when an executive officer leaves our employ.

Our company has not in the past routinely granted options to executive officers of Inter Parfums, S.A. other than Mr. Benacin and Mr. Santi, but rather such grants are handled on a case by case basis each year. Commencing in early 2008, after the technical amendments to our plan were passed in February 2008, we granted options to employees of Inter Parfums, S.A. to avoid diluting our ownership interest in Inter Parfums, S.A. We intend to continue this practice in the future to avoid further dilution.

Over the past few years as our company has grown and the market price or our common stock has increased, Messrs. Madar and Benacin have realized substantial compensation as the result of the exercise of their options. As the two executives most responsible for continued growth and success of our company, the Committee believes the granting of options is an appropriate tool to tie a substantial portion of their compensation to the success of our company and is completely warranted.

In addition, Inter Parfums, SA maintains its own profit sharing plan and a relatively small pension plan, which provide long term benefits to the executive officers of our European operations.

The actual compensation realized as the result of the exercise of options, as well as the future potential of such rewards, are powerful incentives for increased individual performance, and ultimately increased company performance. In view of the fact that these executive officers contribute significantly to our profitable operations, the Executive Compensation and Stock Option Committee believes these incentives to be fair to these executive officers and to our shareholders.

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Conclusion

The Executive Compensation and Stock Option Committee believes that its present policies to date, with its emphasis on rewarding performance, has served to focus the efforts of our executives to achieve a high rate of growth and profitability, which management believes will result in a substantial increase in value to our shareholders.

Francois Heilbronn

Jean Levy and

Patrick Choël

Plan Based Awards

The following table sets certain information relating to each grant of an award made to the executive officers of our company listed in the Summary Compensation Table during the past fiscal year. In addition, in connection with the grant of options to employees of Inter Parfums, S.A. in February 2008, options were granted to the executive officers as presented in this table.

Grants of Plan-Based Awards

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)		or Units (#)		Options (#)		Awards ($/Sh)
Jean Madar	12/26/07		-0-		-0-		-0-		-0-		-0-		-0-		-0-		19,000		18.865
Jean Madar	2/14/08		-0-		-0-		-0-		-0-		-0-		-0-		-0-		9,250		16.945
Russell Greenberg	12/26/07		-0-		-0-		-0-		-0-		-0-		-0-		-0-		15,000		18.865
Philippe Benacin	12/26/07		-0-		-0-		-0-		-0-		-0-		-0-		-0-		19,000		18.865
Philippe Benacin	2/14/08		-0-		-0-		-0-		-0-		-0-		-0-		-0-		9,250		16.945
Philippe Santi	2/14/08		-0-		-0-		-0-		-0-		-0-		-0-		-0-		8,500		16.945
Frédéric Garcia-Pelayo	2/14/08		-0-		-0-		-0-		-0-		-0-		-0-		-0-		8,500		16.945

As discussed above, we typically grant nonqualified stock options with a term of 6 years that vest ratably of a 5-year period on a cumulative basis, so that the option will become fully exercisable at the beginning of the sixth year from the date of grant. Further, as reported above, options granted to French employees under the recent technical amendment to our stock option plan, have a term of 6 years, and vest 4 years after the date of grant.

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We believe that the vesting period of these options serves a dual purpose: 1. executives will not receive any benefit if they leave prior to such portion of the option vesting; and 2. having a vesting period matches the service period with the potential benefits of the option.

Options were granted in February 2008 after the technical amendments to our 2004 Stock Option Plan to comply with certain provisions of French law.

Outstanding Equity Awards At Fiscal Year-End

The following table sets certain information relating to outstanding equity awards in our company held by the executive officers of our company listed in the Summary Compensation Table as of the end of the past fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Datte
Jean Madar		50,000				-0-		23.050		12/30/08
		50,000				-0-		15.390		12/09/09
		50,000				-0-		14.950		04/19/10
		8,000				-0-		19.655		12/14/12
				32,000		-0-		19.655		12/14/12
				19,000		-0-		18.865		12/26/13
				9,250		-0-		16.945		2/13/14
Russell Greenberg		18,000				-0-		23.050		12/30/08
		25,000				-0-		15.390		12/09/09
		25,000				-0-		14.950		04/19/10
		5,000				-0-		19.655		12/14/12
				20,000		-0-		19.655		12/14/12
				15,000		-0-		18.865		12/26/13
Philippe Benacin		50,000				-0-		23.050		12/30/08
		50,000				-0-		15.390		12/09/09
		50,000				-0-		14.950		04/19/10
		8,000				-0-		19.655		12/14/12
				32,000		-0-		19.655		12/14/12
				19,000		-0-		18.865		12/26/13
				9,250		-0-		16.945		2/13/14
Philippe Santi		7,500				-0-		7.850		01/23/08
		10,000				-0-		25.240		02/12/09
		7,500				-0-		15.390		12/09/09
		7,500				-0-		14.950		04/19/10
		1,000				-0-		19.655		12/14/12
				4,000		-0-		19.655		12/14/12
				8,500		-0-		16.945		2/13/14
Frédéric Garcia-Pelayo		1,000				-0-		19.655		12/14/12
				4,000		-0-		19.655		12/14/12
				8,500		-0-		16.945		2/13/14

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As discussed above, we typically grant nonqualified stock options with a term of 6 years that vest ratably of a 5-year period on a cumulative basis, so that the option will become fully exercisable at the beginning of the sixth year from the date of grant. Further, as reported above, options granted to French employees under the recent technical amendment to our stock option plan, have a term of 6 years, and vest 4 years after the date of grant.

We believe that the vesting period of these options serves a dual purpose: 1. executives will not receive any benefit if they leave prior to such portion of the option vesting; and 2. having a vesting period matches the service period with the potential benefits of the option.

Options were granted in February 2008 after the technical amendments to our 2004 Stock Option Plan to comply with certain provisions of French law.

The following table sets certain information relating to outstanding equity awards granted by Inter Parfums, S.A. held by the executive officers of our company listed in the Summary Compensation Table as of the end of the past fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OF INTER PARFUMS, S.A.

	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price (euros)		Option Expiration Date
Jean Madar				13,310		16.60		08/26/09
				18,634		24.30		03/25/10
				13,310		22.70		05/26/11
				12,100		28.90		06/01/12
Russell Greenberg		3,627				17.50		04/26/08
		2,928				10.10		08/26/09
				1,198		16.60		08/26/09
				1,065		24.30		03/25/10
				1,331		22.70		05/26/11
				968		28.90		06/01/12
Philippe Benacin		5,515				10.10		08/26/09
				13,310		16.60		08/26/09
				18,634		24.30		03/25/10
				13,310		27.70		05/26/11
				12,100		28.90		06/01/12
Philippe Santi		9,664				10.10		08/26/09
				6,655		16.60		08/26/09
				9,584		24.30		03/25/10
				7,986		22.70		05/26/11
				7,260		28.90		06/01/12
Frédéric Garcia-Pelayo		6,669				10.10		08/26/09
				6,655		16.60		08/26/09
				9,584		24.30		03/25/10
				7,986		22.70		05/26/11
				7,260		28.90		06/01/12

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Option Exercises and Stock Vested

The following table sets forth certain information relating to each option exercise effected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments of our company during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.

OPTION EXERCISES AND STOCK VESTED

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)1		Number of Shares Acquired on Vesting (#)		Value Realized On Vesting ($)
Jean Madar2		50,000		429,750		-0-		-0-
Russell Greenberg		18,000		166,590		-0-		-0-
Philippe Benacin2		50,000		429,750		-0-		-0-
Philippe Santi		-0-		-0-		-0-		-0-
Frédéric Garcia-Pelayo		-0-		-0-		-0-		-0-

^{[Footnotes from table above]}

¹ Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option, or the fair market value of the net amount of shares received upon exercise of options.

² In December 2007 both the Chief Executive Officer and the President exercised an aggregate of 100,000 outstanding stock options of the Company’s common stock. The aggregate exercise prices of $0.8 million in 2007, were paid by them tendering to the Company in 2007 an aggregate of 48,286 of the Company’s common stock, previously owned by them, valued at fair market value on the date of exercise. All shares issued pursuant to these option exercises were issued from treasury stock of the Company. In addition, the Chief Executive Officer tendered in 2007 an additional 6,465 shares, respectively, for payment of certain withholding taxes resulting from his option exercise.

The following table sets forth certain information relating to each option exercise effected during the past fiscal year, and each vesting of stock, including restricted stock, restricted stock units and similar instruments during the past fiscal year, of Inter Parfums, S.A., for the executive officers of our company listed in the Summary Compensation Table.

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OPTION EXERCISES AND STOCK VESTED

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise  (#)		Value Realized on Exercise ($)1		Number of Shares Acquired on Vesting (#)		Value Realized On Vesting  ($)
Jean Madar		-0-		-0-		-0-		-0-
Philippe Benacin		-0-		-0-		-0-		-0-
Russell Greenberg		3,082		80,000		-0-		-0-
Philippe Santi		-0-		-0-		-0-		-0-
Frédéric Garcia-Pelayo		7,649		211,225		-0-		-0-

^{[Footnotes from table above]}

¹ Total value realized on exercise of options in dollars is based upon the difference between the fair market value of the common stock on the date of exercise, and the exercise price of the option.

Pension Benefits

The following table sets forth certain information relating to payment of benefits following or in connection with retirement during the past fiscal year, for the executive officers of our company listed in the Summary Compensation Table.

PENSION BENEFITS

Name	Plan Name	Number of Years Credited Service  (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year  ($)
Jean Madar	NA	NA	-0-	-0-
Russell Greenberg	NA	NA	-0-	-0-
Philippe Benacin	Inter Parfums SA Pension Plan	NA	91,763	10,610
Philippe Santi	Inter Parfums SA Pension Plan	NA	91,763	10,610
Frédéric Garcia-Pelayo	Inter Parfums SA Pension Plan	NA	91,763	10,610

Nonqualified Deferred Compensation

We do not maintain any nonqualified deferred compensation plans.

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Employment Agreements

As part of our acquisition in 1991 of the controlling interest in Inter Parfums, S.A., now a subsidiary, we entered into an employment agreement with Philippe Benacin. The agreement provides that Mr. Benacin will be employed as Vice Chairman of the Board and President and Chief Executive Officer of Inter Parfums Holdings and its subsidiary, Inter Parfums. The initial term expired on September 2, 1992, and has subsequently been automatically renewed for additional annual periods. The agreement provides for automatic annual renewal terms, unless either party terminates the agreement upon 120 days notice. For 2008 Mr. Benacin presently receives an annual salary of €201,600 (approximately $292,300), plus annual lodging expenses of €60,000 (approximately $87,000) and automobile expenses of €8,100 (approximately $11,745), which are subject to increase in the discretion of the Board of Directors. The agreement also provides for indemnification and a covenant not to compete for one year after termination of employment.

Compensation of Directors

The following table sets forth certain information relating to the compensation for each of our directors who is not an executive officer of our Company named in the Summary Compensation Table for the past fiscal year.

DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)9		Total ($)
Francois Heilbronn1		12,000		-0-		5,180		-0-		-0-		9,400		26,580
Joseph A. Caccamo 2		8,000		-0-		20,720		-0-		-0-		-0-		28,720	10
Jean Levy3		12,000		-0-		5,180		-0-		-0-		-0-		17,180
Robert Bensoussan- Torres4		4,000		-0-		5,180		-0-		-0-		-0-		9,180
Jean Cailliau5		8,000		-0-		5,180		-0-		-0-		9,400		22,580
Serge Rosinoer6		2,000		-0-		2,590		-0-		-0-		11,590		16,180
Patrick Choël7		12,000		-0-		5,180		-0-		-0-		-0-		17,180

1. As of the end of the last fiscal year, Mr. Heilbronn held options to purchase an aggregate of 4,000 shares of our common stock.

2. As of the end of the last fiscal year, Mr. Caccamo held options to purchase an aggregate of 16,000 shares of our common stock, 8,000 of which are held as nominee for his present firm and 8,000 of which are held as nominee for his former employer. Mr. Caccamo disclaims beneficial ownership of such options.

3. As of the end of the last fiscal year, Mr. Levy held options to purchase an aggregate of 5,000 shares of our common stock.

4. As of the end of the last fiscal year, Mr. Bensoussan-Torres held options to purchase an aggregate of 5,000 shares of our common stock.

5. As of the end of the last fiscal year, Mr. Cailliau held options to purchase an aggregate of 4,000 shares of our common stock.

6. As of the end of the last fiscal year, Mr. Rosinoer held options to purchase an aggregate of 4,000 shares of our common stock.

7. As of the end of the last fiscal year, Mr. Choël held options to purchase an aggregate of 3,000 shares of our common stock.

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9. Represents the difference between the exercise price of the option and the fair market value of the underlying common stock on the date of exercise.

10. Does not include $191,000 paid for legal fees and expenses to Mr. Caccamo’s law firm.

Throughout 2007, all nonemployee directors received $2,000 for each board meeting at which they participate. Mr. Caccamo’s board fees were paid to his law firm. In addition, all members of the Audit Committee receive an additional annual fee $4,000 on January 1 of each year in which they serve on the Audit Committee.

We maintain stock option plans for our nonemployee directors. The purpose of these plans is to assist us in attracting and retaining key directors who are responsible for continuing the growth and success of our Company. Under such plans, options to purchase 1,000 shares are granted on each February 1st to all nonemployee directors for as long as each is a nonemployee director on such date. The options granted to Mr. Caccamo were reduced from 4,000 shares to 1,000 shares commencing on February 1, 2008, in return for an increase of $1,575 per month ($18,900 on an annualized basis) in legal fees payable to his firm. Options to purchase 2,000 shares are granted to each nonemployee director upon his initial election or appointment to our board.

On February 1, 2008, options to purchase 1,000 shares were granted to each of Francois Heilbronn, Joseph A. Caccamo, Jean Levy, Robert Bensoussan-Torres, Jean Cailliau, and Patrick Choël, and an option to purchase 500 shares was granted to Serge Rosinoer, all at the exercise price of $17.12 per share under the 2004 plan. Such options vest ratably over a 4 year period. The options held by Mr. Caccamo are held as nominee for his law firm.

Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters

The following table sets forth information, as of February 20, 2008 with respect to the beneficial ownership of our common stock by (a) each person we know to be the beneficial owner of more than five percent of our outstanding common stock, (b) our executive officers and directors and (c) all of our directors and officers as a group. As of February 20, 2008 we had 20,437,292 shares of common stock outstanding.

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Name and Address of Beneficial Owner	Amount of Beneficial Ownership1		Approximate Percent of Class
Jean Madar c/o Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008 Paris, France		5,526,9522		26.7%
Philippe Benacin c/o Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008 Paris, France		5,470,9753		26.4%
Russell Greenberg c/o Inter Parfums, Inc. 551 Fifth Avenue New York, NY 10176		93,0004		Less than 1%
Philippe Santi Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008, Paris France		33,5005		Less than 1%
Francois Heilbronn 60 Avenue de Breteuil 75007 Paris, France		48,6256		Less than 1%
Joseph A. Caccamo, Esq. GrayRobinson, P.A. 401 East Las Olas Blvd., Ste. 1850 Ft. Lauderdale, FL 33301		13,0007		Less than 1%

¹ All shares of common stock are directly held with sole voting power and sole power to dispose, unless otherwise stated. Options which are exercisable within 60 days are included in beneficial ownership calculations. Jean Madar, the Chairman of the Board and Chief Executive Officer of Inter Parfums and Philippe Benacin, the Vice Chairman of the Board and President of Inter Parfums, have a verbal agreement or understanding to vote their shares in a like manner. As Messrs. Madar and Benacin beneficially own more than 50% of the outstanding shares of the Inter Parfums’ common stock, Inter Parfums is considered a “controlled company” under the applicable rules of The Nasdaq Stock Market.

² Consists of 3,168,951 shares held directly, 2,200,001 shares held indirectly through a personal holding company and options to purchase 158,000 shares. Includes 1,780,000 shares pledged as collateral for personal loans/lines of credit.

³Consists of 3,112,974 shares held directly, 2,200,001 shares held indirectly through a personal holding company and options to purchase 158,000 shares.

⁴ Consists of 20,000 shares held directly and options to purchase 73,000 shares.

⁵ Consists of 7,500 shares held directly, and 26,000 shares of common stock underlying options.

⁶ Consists of 30,375 shares held directly, 15,000 shares held indirectly by his children and options to purchase 3,250 shares.

⁷ Consists of shares of common stock underlying options, 8,000 of which are held as nominee for his former employer and 5,250 of which are held for his present employer. Beneficial ownership of such shares is disclaimed.

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Name and Address of Beneficial Owner	Amount of Beneficial Ownership1		Approximate Percent of Class
Jean Levy Chez Axcess Groupe 8 rue de Berri 75008 Paris, France		4,2508		Less than 1%
Robert Bensoussan-Torres c/o Sirius Equity LLP 52 Brook Street W1K 5DS London		8,2509		Less than 1%
Jean Cailliau c/o Wayak Sarl 8 rue Pasteur 92210 St Cloud, France		4,25010		Less than 1%
Serge Rosinoer 14 rue LeSueur 75116 Paris, France		9,95011		Less than 1%
Patrick Choël Universite -82 7 rue de Talleyrand 75007, Paris, France		50012		Less than 1%
Frederic Garcia-Pelayo Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008, Paris France		-0-		NA
Jack Ayer Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008, Paris France		-0-		NA
Axel Marot Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008, Paris France		-0-		NA
Hugues de la Chevasnerie Inter Parfums, S.A. 4, Rond Point Des Champs Elysees 75008, Paris France		-0-		NA

⁸ Consists of 1,000 shares held directly and options to purchase 3,250 shares.

⁹ Consists of 5,000 shares held directly and options to purchase 3,250 shares.

¹⁰ Consists of shares of common stock underlying options

¹¹ Consists of 6,700 shares held directly and options to purchase 3,250 shares.

¹² Consists of shares of common stock underlying options.

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Name and Address of Beneficial Owner	Amount of Beneficial Ownership1		Approximate Percent of Class
Henry B. (Andy) Clarke c/o Inter Parfums, Inc. 551 Fifth Avenue New York, NY 10176		11,78313		Less than 1%
Royce & Associates, LLC 1414 Avenue of the Americas New York, NY 10019		2,554,57114		12.5%
Independence Investments, LLC 551 Fifth Avenue New York, NY 10176		1,132,09815		5.5%
Wellington Management Company, LLP 75 State Street Boston, MA 02109		1,318,45116		6.5%
All Directors and Officers As a Group 16 Persons)		11,225,03517		53.7%

The following table sets forth certain information as of the end of our last fiscal year regarding all equity compensation plans that provide for the award of equity securities or the grant of options, warrants or rights to purchase our equity securities.

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		804,400		18.43		785,529
Equity compensation plans not approved by security holders		-0-		N/A		-0-
Total		804,400		18.43		785,529

¹³ Consists of 3,783 shares held directly and options to purchase 8,000 shares.

¹⁴ Information derived from an Amendment to Schedule 13G dated January 29, 2008.

¹⁵ Information derived from a Schedule 13G dated January 24, 2008.

¹⁶ Information derived from a Schedule 13G dated February 14, 2008.

¹⁷ Consists of 10,771,285 shares held directly or indirectly, and options to purchase 453,750 shares.

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Item 13. Certain Relationships And Related Transactions

Transactions with French Subsidiaries

In connection with the acquisitions by our subsidiary, Inter Parfums, S.A., of the world-wide rights under the Burberry license agreement and the Paul Smith license agreement, we guaranteed the obligations of Inter Parfums, S.A. under the Burberry and Paul Smith license agreements. In addition, Inter Parfums, S.A. has agreed to reimburse us for the compensation expense attributed to a former French executive officer, and vested options which are granted to French employees under the recent amendment to our stock option plan.

Option Exercise Paid With Tender of Shares

In December 2007 both the Chief Executive Officer and the President exercised an aggregate of 100,000 outstanding stock options of the Company’s common stock. The aggregate exercise prices of $0.8 million in December 2007, were paid by them tendering to the Company in December 2007 an aggregate of 48,286 of the Company’s common stock, previously owned by them, valued at fair market value on the date of exercise. All shares issued pursuant to these option exercises were issued from treasury stock of the Company. In addition, the Chief Executive Officer tendered in 2007 an additional 6,465 shares for payment of certain withholding taxes resulting from his option exercise.

Remuneration of Counsel

Joseph A. Caccamo, a director, is a shareholder of the law firm of GrayRobinson, P.A., our general counsel. During 2007, we paid GrayRobinson, P.A. $191,000 for their services and reimbursement of disbursements incurred on our behalf.

On February 1, 2008, options to purchase 1,000 shares were granted to Joseph A. Caccamo at the exercise price of $17.12 per share under the 2004 plan. Such option vests ratably over a 4 year period. The options held by Mr. Caccamo are held as nominee for his law firm. The options granted to Mr. Caccamo were reduced from 4,000 share grants of prior years to 1,000 shares commencing on February 1, 2008, in return for an increase of $1,575 per month ($18,900 on an annualized basis) in legal fees payable to his firm.

Procedures for Approval of Related Person Transactions

Transactions between related persons, such as between an executive officer or director and our company, or any company or person controlled by such officer or director, are required to be approved by our Audit Committee of our Board of Directors. Our Audit Committee Charter contains such explicit authority, as required by the applicable rules of The Nasdaq Stock Market.

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Item 14. Principal Accountant Fees and Services

General

On October 15, 2004 Mazars LLP was engaged as the principal accountants to audit the financial statements of Inter Parfums, Inc. The decision to engage Mazars LLP was approved by our audit committee.

Fees

The following sets forth the fees billed to us by Mazars LLP, as well as discusses the services provided for the past two fiscal years, fiscal years ended December 31, 2006 and December 31, 2007.

Audit Fees

During 2007 the fees billed by Mazars LLP and its affiliate, Mazars S.A. for audit services and review of the financial statements contained in our Quarterly Reports on Form 10-Q were $667,000. During 2006 the fees billed by Mazars LLP and its affiliate, Mazars S.A. for audit services and review of the financial statements contained in our Quarterly Reports on Form 10-Q were $588,000.

Audit-Related Fees

Mazars billed us $25,000 for audit related fees during 2007 and $22,000 during 2006.

Tax Fees

Mazars LLP did not bill us for tax services during 2007 or 2006.

All Other Fees

Mazars LLP did not bill us for any other services during 2007 or 2006.

Audit Committee Pre Approval Policies and Procedures

The Audit Committee has the sole authority for the appointment, compensation and oversight of the work of our independent accountants, who prepare or issue an audit report for us.

During the first quarter of 2007 the audit committee authorized the following non-audit services to be performed by Mazars LLP.

· We authorized the engagement of Mazars LLP if deemed necessary to provide tax consultation in the ordinary course of business for fiscal year ended December 31, 2007.

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· We authorized the engagement of Mazars LLP if deemed necessary to provide tax consultation as may be required on a project by project basis that would not be considered in the ordinary course of business, of up to a $5,000 fee limit per project, subject to an aggregate fee limit of $25,000 for fiscal year ending December 31, 2007. If we require further tax services from Mazars LLP, then the approval of the audit committee must be obtained.

· If we require other services by Mazars LLP on an expedited basis such that obtaining pre-approval of the audit committee is not practicable, then the Chairman of the Committee has authority to grant the required pre-approvals for all such services.

· None of the non-audit services of either of the Company’s auditors had the pre-approval requirement waived in accordance with Rule 2-01(c)(7)(i)(C) of Regulation S-X.

In February 2008, the audit committee authorized the same non-audit services to be performed by Mazars LLP as disclosed above, except that it placed a cap of $100,000 on the fees that Mazars can charge for services on an expedited basis that are approved by the Chairman without obtaining full audit committee approval.

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PART IV

Item 15. Exhibits, Financial Statement Schedules

		Page No.
(a)(1)	Financial Statements annexed hereto
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Balance Sheets as of December 31, 2007 and December 31, 2006	F-3
	Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2007	F-4
	Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for each of the years in the three-year period ended December 31, 2007	F-5
	Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2007	F-6
	Notes to Consolidated Financial Statements	F-7
(a)(2)	Financial Statement Schedules annexed hereto:
	Schedule II - Valuation and Qualifying Accounts	F-25
	Schedules other than those referred to above have been omitted as the conditions requiring their filing are not present or the information has been presented elsewhere in the consolidated financial statements.

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(a)(3) Exhibits

The following document heretofore filed with the Commission is incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1991:

Exhibit No.	Description
10.25	Employment Agreement between the Company and Philippe Benacin dated July 29, 1991

The following documents heretofore filed with the Commission is incorporated by reference to the Company's Registration Statement on Form S-1 (No. 33-48811):

Exhibit No.	Description
10.26	Lease for portion of 15th Floor, 551 Fifth Avenue, New York, New York

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993:

Exhibit No.	Description
3.3	Articles of Incorporation of Inter Parfums Holdings, S.A.
3.3.1	English Translation of Exhibit no. 3.3, Articles of Incorporation of Inter Parfums Holding, S.A.
3.4	Articles of Incorporation of Inter Parfums, S.A.
3.4.1	English Translation of Exhibit no. 3.4, Articles of Incorporation of Inter Parfums, S.A.
10.52	Lease for portion of 4, Rond Point Des Champs Des Elysees dated September 30, 1993
10.52.1	English translation of Exhibit no. 10.52, Lease for portion of 4, Rond Point Des Champs Des Elysees dated September 30, 1993
10.53	Lease for portion of 4, Rond Point Des Champs Des Elysees dated March 2, 1994
10.53.1	English translation of Exhibit no. 1053, Lease for portion of 4, Rond Point Des Champs Des Elysees dated March 2, 1994

69

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994:

Exhibit No.	Description
10.59	Modification of Lease Agreement dated June 17, 1994 between Metropolitan Life Insurance Company and Jean Philippe Fragrances, Inc.

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995:

Exhibit No.	Description
10.61	Lease for 60 Stults Road, South Brunswick, NJ between Forsgate Industrial Complex, a limited partnership, and Jean Philippe Fragrances, Inc. dated July 10, 1995

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997:

Exhibit No.	Description
10.67	Second Modification of Lease made as of the 30th day of April, 1997 between Metropolitan Life Insurance Company as landlord and Jean Philippe Fragrances, Inc. as tenant
10.69	Exclusive License Agreement dated June 20, 1997 between S.T. Dupont, S.A. and Inter Parfums (English translation, excised form)

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998:

Exhibit No.	Description
3.2	Amended and Restated By-laws
4.17	1997 Nonemployee Director Stock Option Plan
10.70	License Agreement among Paul Smith Limited, Inter Parfums, S.A. and Jean-Philippe Fragrances, Inc. (Certain confidential information in this Exhibit 10.70 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).

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Exhibit No.	Description
10.71	License Agreement between Christian LaCroix, a division of Group LVMH and Inter Parfums, S.A. (English translation) (Certain confidential information in this Exhibit 10.71 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999:

Exhibit No.	Description
3.1.4	Amendment to the Company's Restated Certificate of Incorporation, as amended, dated July 13, 1999 (listed therein as 3.1(d))

The following documents heretofore filed with the Commission are incorporated by reference to the Company's current report on Form 8-K/A no. 1 (date of event – 18 May 2000):

Exhibit No.	Description
10.76	Celine License Agreement (Certain confidential information in this Exhibit 10.76 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.76.1	Celine License Agreement (English translation) (Certain confidential information in this Exhibit 10.76.1 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).

The following document heretofore filed with the Commission is incorporated by reference to the Company's quarterly report on Form 10-Q for the period ending 30 June 2000:

Exhibit No.	Description
3.1.5	Amendment to the Company's Restated Certificate of Incorporation, as amended, dated 12 July 2000 (listed therein as 3.1(e))

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The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000:

Exhibit No.	Description
3.1.1	Restated Certificate of Incorporation dated September 3, 1987
3.1.2	Amendment to the Company's Restated Certificate of Incorporation dated July 31, 1992
3.1.3	Amendment to the Company's Restated Certificate of Incorporation dated July 9, 1993
4.19	2000 Nonemployee Director Stock Option Plan
10.80	Credit Lyonnais Letter Agreement dated 22 March 2001 - [French Original]
10.80.1	Credit Lyonnais Letter Agreement dated 22 March 2001 - [English Translation]
10.81	Barclays Bank Letter Agreement dated 4 June 1998 - [French Original]
10.81.1	Barclays Bank Letter Agreement dated 4 June 1998 - [English Translation]
10.82	Banque OBC Odier Bungener Courvoisier Letter Agreement one dated 31 July 1998 - [French Original]
10.82.2	Banque OBC Odier Bungener Courvoisier Letter Agreement one dated 31 July 1998 - [English Translation]
10.83	Banque OBC Odier Bungener Courvoisier Letter Agreement two dated 31 July 1998 - [French Original]
10.83.2	Banque OBC Odier Bungener Courvoisier Letter Agreement two dated 31 July 1998 - [English Translation]
10.84	Banque Worms Letter Agreement dated 22 December 1997 - [French Original]
10.84.1	Banque Worms Letter Agreement dated 22 December 1997 - [English Translation]
10.85	Credit Agricole ile de France Letter Agreement dated 19 June 1996 - [French Original]
10.85.1	Credit Agricole ile de France Letter Agreement dated 19 June 1996 - [English Translation]

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The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001:

Exhibit No.	Description
3.2	Amended and Restated By-laws
4.20	1999 Stock Option Plan, as amended

The following documents heretofore filed with the Commission is incorporated by reference to the Company's current report on Form 8-K (date of event – 29 May 2002):

Exhibit No.	Description
10.90	Agreement dated 29th day of May, 2002, among Diane Von Furstenberg Studio, L.P., Inter Parfums USA, LLC and Inter Parfums, Inc. (Certain confidential information in this Exhibit 10.90 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc)

The following documents heretofore filed with the Commission are incorporated by reference to the Company's quarterly report on Form 10-Q for the period ending 30 June 2002:

Exhibit No.	Description
19.92	Third Modification of Lease dated June 17, 2002 between Metropolitan Life Insurance Company, and Jean Philippe Fragrances, LLC

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended September 30, 2003:

Exhibit No.	Description
10.97	Agreement dated as of August 8, 2003 between HSBC Bank USA and Jean Philippe Fragrances, LLC

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended 31 December 2003:

Exhibit No.	Description
10.99	Agreement between Inter Parfums, S.A. and Credit Lyonnais dated 28 November 2003- French original

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Exhibit No.	Description
10.99.1	Agreement between Inter Parfums, S.A. and Credit Lyonnais dated 28 November 2003-English translation
10.100	Line of Credit Agreement between The Banque OBC-Odier Bungener Courvoisier and Inter Parfums, S.A dated 29 October 2003- French original
10.100.1	Line of Credit Agreement between The Banque OBC-Odier Bungener Courvoisier and Inter Parfums, S.A dated 29 October 2003- English translation
14	Code of Business Conduct
31	Certification Required by Rule 13a-14
32	Certification Required by Section 906 of the Sarbanes-Oxley Act

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended March 31, 2004:

Exhibit No.	Description
2.2	Offer for purchase and sale of stock of the Nickel S.A. Company under conditions precedent among Inter Parfums S.A. and Philippe Dumont et al dated March 29, 2004- French original
2.2.1	Offer for purchase and sale of stock of the Nickel S.A. Company under conditions precedent among Inter Parfums S.A. and Philippe Dumont et al dated March 29, 2004- English translation
2.3	Agreement for Sale of Equity Capital with Condition Precedent dated March 29, 2004- French original
2.3.1	Agreement for Sale of Equity Capital with Condition Precedent dated March 29, 2004- English Translation
10.101	Shareholders Agreement from Nickel SA Company dated March 29, 2004- French original
10.101.1	Shareholders Agreement from Nickel SA Company dated March 29, 2004-English translation

74

Exhibit No.	Description
10.102	Agreement between BNP Paribas and Inter Parfums SA dated March 17, 2004- French Original
10.102.1	Agreement between BNP Paribas and Inter Parfums SA dated March 17, 2004- English translations

The following document heretofore filed with the Commission is incorporated by reference to the Company's Definitive Proxy Material filed on June 23, 2004 (and contained as Exhibit A to the Definitive Proxy Statement):

Exhibit No.	Description
4.21	2004 Nonemployee Director Stock Option Plan
4.22	2004 Stock Option Plan

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended June 30, 2004:

Exhibit No.	Description
3.1.6	Amendment to Certificate of Incorporation dated 6 August 2004
10.104	Lease dated as of 1 March 2001 for 300 West 14th Street, New York, NY
10.105	Loan Contract dated 12 July 2004 between Credit Lyonnais and Inter Parfums, S.A. (French Original)
10.105.1	Loan Contract dated 12 July 2004 between Credit Lyonnais and Inter Parfums, S.A. (English Translation)
10.106	Lease effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees, Ground and 1st Floor, Paris, France (French Original)
10.106.1	Lease effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees, Ground and 1st Floor, Paris, France (English Translation)
10.107	Lease effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees, 5th Floor-Left, Paris, France (French Original)

75

Exhibit No.	Description
10.107.1	Lease effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees, 5th Floor-Left, Paris, France(English Translation)
10.108	Lease effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees, 6th Floor-Right, Paris, France (French Original)
10.108.1	Lease effective as of 1 April 2004 for 4-6 Rond Point des Champs Elysees, 6th Floor-Right, Paris, France(English Translation)

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended September 30, 2004:

Exhibit No.	Description
10.109	Lease For Asnieres (92600) — 107, Quai Du Docteur Dervaux, (French Original)
10.109.1	Lease For Asnieres (92600) — 107, Quai Du Docteur Dervaux, (English Translation)
10.110	Lease For 48 Rue Des Francs-Bourgeois, In Paris, 3rd District (French Original)
10.110.1	Lease For 48 Rue Des Francs-Bourgeois, In Paris,, 3rd District (English Translation)
10.112	Confidential Treatment Agreement among Burberry Ltd., Inter Parfums, S.A., Inter Parfums, Inc. and LV Capital USA, Inc., et al., dated 12 October 2004
10.113	Indemnity Agreement among Burberry Ltd., Inter Parfums, S.A. and Inter Parfums, Inc. dated 12 October 2004

The following document heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report, Form 10-QA Amendment No. 1, for the quarterly period ended September 30, 2004:

Exhibit No.	Description
10.111	Licence Agreement among Burberry Ltd., Inter Parfums, S.A. and Inter Parfums, Inc. dated 12 October 2004 (Certain confidential information in Exhibit 10.111 has been omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc.).

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The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended 31 December 2004:

Exhibit No.	Description
10.114	Employment Agreement Dated February 8, 2005 Between Inter Parfums, Inc. and Marcella Cacci (Certain confidential information in this Exhibit 10.114 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.115	Agreement dated July 29, 2004 between Credit Lyonnais and Groupe Inter Parfums (French Original)
10.115.1	Agreement dated July 29, 2004 between Credit Lyonnais and Groupe Inter Parfums (English Translation)
10.116	Logistics Service Contract (effective January 1, 2005) between Inter Parfums, S.A. and Sagatrans (French Original)
10.116.1	Logistics Service Contract (effective January 1, 2005) between Inter Parfums, S.A. and Sagatrans (English Translation)
10.117	Agreement dated July 29, 2004 between HSBC Bank USA and Jean Philippe Fragrances, LLC
21	List of Subsidiaries
23.1	Consent of Mazars LLP
23.2	Consent of KPMG LLP
23.3	Consent of Eisner LLP
23.4	Consent of KPMG Audit, a division of KPMG S.A.
31	Certification Required by Rule 13a-14
32	Certification Required by Section 906 of the Sarbanes-Oxley Act

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K/A for the fiscal year ended 31 December 2004:

23.1 Consent of Mazars LLP

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23.2	Consent of KPMG LLP
23.3	Consent of Eisner LLP
23.4	Consent of KPMG Audit, a division of KPMG S.A.
24	Power of Attorney
31	Certification Required by Rule 13a-14
32	Certification Required by Section 906 of the Sarbanes-Oxley Act

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended June 30, 2005:

Exhibit No.	Description
10.118	Agreement dated July 14, 2005 by and among The Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC, Banana Republic (ITM), Inc., Gap (Puerto Rico), Inc., and Gap (Canada) Inc., together with their subsidiaries who operate stores on the one hand and Inter Parfums, Inc. and its wholly-owned subsidiary Inter Parfums USA, LLC. (Certain confidential information in this Exhibit 10.118 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.119	Renouvellement de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des Champs Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage droite (French original)
10.119.1	Renouvellement de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des Champs Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage droite (English translation)
10.120	Renouvellement de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des Champs Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage gauche (French original)
10.120.1	Renouvellement de Bail Commercial entre Civile Immobiliere du 4/6 Rond Point des Champs Elysees et Inter Parfums, S.A., 30 Jun 2005, Locaux 4 eme etage gauche (English translation)

78

The following document heretofore filed with the Commission is incorporated by reference to the Company's Current Report on Form 8-K, date of event, October 25, 2005:

Exhibit No.	Description
10.121	Referred to as Exhibit 10.1 in the Form 8-K, Form of Underwriting Agreement, incorporated by reference to Exhibit 1 to the Registration Statement on Form S-3, registration number 333-128170, as filed September 8, 2005.

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended 31 December 2005:

Exhibit No.	Description
10.122	Agreement dated July 31, 2005 between HSBC Bank USA and Jean Philippe Fragrances, LLC
10.123	Bail Commercial, 39 Avenue Franklin Roosevelt, 75008 Paris, eme etage, dated December 15, 2005 [French original]
10.123.1	Commercial Lease, 39 Avenue Franklin Roosevelt, 75008 Paris, 2nd Floor, dated December 15, 2005 [English translation]
10.124	Fourth Modification of Lease, portion of 15th Floor, 551 Fifth Avenue, New York, New York
10.125	Addendum effective March 2, 2006 to Agreement dated July 14, 2005 by and among The Gap, Inc., Banana Republic LLC, Gap (Apparel) LLC, Gap (ITM), Inc., Banana Republic (Apparel) LLC, Banana Republic (ITM), Inc., Gap (Puerto Rico), Inc., and Gap (Canada) Inc., together with their subsidiaries who operate stores on the one hand and Inter Parfums, Inc. and its wholly-owned subsidiary Inter Parfums USA, LLC. (Certain confidential information in this Exhibit 10.125 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
21	List of Subsidiaries
23.1	Consent of Mazars LLP
23.2	Consent of KPMG LLP
31.1	Certification Required by Rule 13a-14 of Chief Executive Officer
31.2	Certification Required by Rule 13a-14 of Chief Financial Officer

79

Exhibit No. Description

32 Certification Required by Section 906 of the Sarbanes-Oxley Act

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended March 31, 2006:

Exhibit No.	Description
10.126	Contrat de Licence de Marques entre QS Holdings SARL and Inter Parfums, S.A., executed on 23 March 2006 – French original (Certain confidential information in this Exhibit 10.126 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.126.1	Trademark License Agreement between QS Holdings SARL and Inter Parfums, S.A., executed on 23 March 2006 – English translation (Certain confidential information in this Exhibit 10.126.1 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.127	Avenant No. 1 Au Contrat de Licence Exclusive du 20 Juin 1997 entre ST Dupont, S.A. et Inter Parfums, S.A., dated 20 March 2006- French original (Certain confidential information in this Exhibit 10.127 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.127.1	Amendment No. 1 to Exclusive License of 20 June 1997 between ST Dupont, S.A. et Inter Parfums, S.A., dated 20 March 2006- English translation (Certain confidential information in this Exhibit 10.127.1 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).

The following document heretofore filed with the Commission is incorporated by reference to the Company's Quarterly Report for the quarterly period ended June 30, 2006:

Exhibit No.	Description
4.21.1	Amendment to the Company’s 2004 Nonemployee Director Stock Option Plan

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The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended September 30, 2006:

Exhibit No.	Description
10.128	License Agreement Between Van Cleef & Arpels Logistics SA, and Inter Parfums, S.A., entered into on June 19, 2006 (Certain confidential information in this Exhibit 10.128 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.128.1	Addendum No. 1 to License Agreement Between Van Cleef & Arpels Logistics SA, and Inter Parfums, S.A

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended 31 December 2006:

Exhibit No.	Description
3.5	Articles of Incorporation of Inter Parfums, Limited
4.23	Form of Option Agreement for Options Granted to Executive Officers on December 15, 2006 with Schedule Option Holders and Number of Options Granted
21	List of Subsidiaries
23	Consent of Mazars LLP
31.1	Certification Required by Rule 13a-14 of Chief Executive Officer
31.2	Certification Required by Rule 13a-14 of Chief Financial Officer
32	Certification Required by Section 906 of the Sarbanes-Oxley Act

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended March 31, 2007:

Exhibit No.	Description
10.129	Agreement between Inter Parfums, S.A. and BNP Paribas, S.A. dated 3 December 2006 - French original
10.129.1	Agreement between Inter Parfums, S.A. and BNP Paribas, S.A. dated 3 December 2006 - English translation

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The following documents heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended June 30, 2007:

Exhibit No.	Description
2.4	Agreement of Sale of Lanvin Trademarks between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated 30 July 2007 - French Original
2.4.1	Agreement of Sale of Lanvin Trademarks between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated 30 July 2007 - English Translation
10.130	Agreement for Technical Assistance between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated 30 July 2007 - French Original (Certain confidential information in this Exhibit 10.130 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.130.1	Agreement for Technical Assistance between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated 30 July 2007 - English Translation (Certain confidential information in this Exhibit 10.130.1 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
10.131	Coexistence Agreement between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated 30 July 2007- French Original
10.131.1	Coexistence Agreement between Jeanne Lanvin, S.A and Inter Parfums, S.A. dated 30 July 2007- English Translation

The following document heretofore filed with the Commission are incorporated by reference to the Company's Quarterly Report for the quarterly period ended September 30, 2007:

Exhibit No.	Description
4.21.2	Amendment to the Company’s 2004  Nonemployee Director Stock Option Plan

82

The following documents heretofore filed with the Commission are incorporated by reference to the Company's Registration Statement No. 333-141963 as filed April 9, 2007.

Exhibit No.	Description
4.24	Warrant Dated July 14, 2005 to Purchase 100,000 shares of Common Stock of Inter Parfums, Inc. (filed as exhibit no. 4.2 therein)
4.25	Warrant Dated September 1, 2006 to Purchase 100,000 shares of Common Stock of Inter Parfums, Inc. (filed as exhibit no. 4.3 therein)

The following documents are filed with this report:

Exhibit No.	Description
10.132	Manufacturing and License Agreement Between Retail Brand Alliance, Inc., D/B/A Brooks Brothers – Licensor and Inter Parfums USA, LLL. – Licensee Dated November 2007 (Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission with a request for confidential treatment by Inter Parfums, Inc).
4.26	Addendum [France] to 2004 Stock Option Plan
4.27	Form of Option Agreement for Options Granted to Executive Officers on December 26, 2007 with Schedule Option Holders and Number of Options Granted
4.28	Form of Option Agreement for Options Granted to Executive Officers on February 14, 2008 with Schedule Option Holders and Number of Options Granted
4.29	Form of Option Agreement for Options Granted to Executive Officers on February 14, 2008 under French Addendum to Stock Option Plan with Schedule Option Holders and Number of Options Granted
21	List of Subsidiaries
23	Consent of Mazars LLP
31.1	Certification Required by Rule 13a-14 of Chief Executive Officer
31.2	Certification Required by Rule 13a-14 of Chief Financial Officer
32	Certification Required by Section 906 of the Sarbanes-Oxley Act

83

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Financial Statements and Schedule

Index

	Page
Report of Independent Registered Public Accounting Firm	F-2
Audited Financial Statements:
Consolidated Balance Sheets as of December 31, 2007 and 2006	F-3
Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2007	F-4
Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income for each of the years in the three-year period ended December 31, 2007	F-5
Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2007	F-6
Notes to Consolidated Financial Statements	F-7
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts	F-25

F-1

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Inter Parfums, Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of income, changes in shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inter Parfums, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 10 (b) of the notes to the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), “Share-based Payments”, applying the modified prospective method at the beginning of the year ended December 31, 2006.

In connection with our audits of the consolidated financial statements enumerated above, we audited schedule II for each of the years in the three-year period ended December 31, 2007. In our opinion, schedule II, when considered in relation to the financial statements taken as a whole, presents fairly, in all material respects, the information stated therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Inter Parfums, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 10, 2008 expressed an unqualified opinion thereon.

Mazars LLP

New York, New York

March 10, 2008

F-2

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2007 and 2006

(In thousands except share and per share data)

	2007			2006
Assets
Current assets:
Cash and cash equivalents	$	90,034		$	58,247
Short-term investments		—			12,800
Accounts receivable, net		118,140			110,251
Inventories		106,022			69,537
Receivables, other		5,928			2,481
Other current assets		5,253			6,137
Income tax receivable		168			370
Deferred tax assets		4,300			2,494
Total current assets		329,845			262,317
Equipment and leasehold improvements, net		7,262			6,806
Trademarks, licenses and other intangible assets, net		101,577			58,342
Goodwill		6,715			4,978
Other assets		653			602
Total assets	$	446,052		$	333,045
Liabilities and Shareholders’ Equity
Current liabilities:
Loans payable – banks	$	7,217		$	6,033
Current portion of long-term debt		16,215			4,214
Accounts payable - trade		88,297			58,748
Accrued expenses		35,507			52,637
Income taxes payable		3,023			1,325
Dividends payable		1,026			813
Total current liabilities		151,285			123,770
Deferred tax liability		4,664			2,111
Long-term debt, less current portion		43,518			6,555
Put option		—			1,262
Minority interest		53,925			44,075
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.001 par value. Authorized 1,000,000 shares; none issued
Common stock, $0.001 par value. Authorized 100,000,000 shares; outstanding 20,532,141 and 20,434,792 shares at December 31, 2007 and 2006, respectively		21			20
Additional paid-in capital		40,033			38,096
Retained earnings		147,995			127,834
Accumulated other comprehensive income		30,955			15,170
Treasury stock, at cost, 6,202,637 and 6,247,886 common shares at December 31, 2007 and 2006, respectively		(26,344	)		(25,848	)
Total shareholders’ equity		192,660			155,272
Total liabilities and shareholders’ equity	$	446,052		$	333,045

See accompanying notes to consolidated financial statements.

F-3

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Statements of Income

Years ended December 31, 2007, 2006, and 2005

(In thousands except share and per share data)

	2007			2006			2005
Net sales	$	389,560		$	321,054		$	273,533
Cost of sales		160,137			143,855			115,827
Gross margin		229,423			177,199			157,706
Selling, general, and administrative		181,224			141,074			126,353
Impairment loss		868			—			—
Income from operations		47,331			36,125			31,353
Other expenses (income):
Interest expense		3,667			1,797			970
(Gain) loss on foreign currency		219			(172	)		296
Interest and dividend income		(3,166	)		(2,303	)		(1,194	)
Gain on subsidiary’s issuance of stock		(665	)		(332	)		(443	)
		55			(1,010	)		(371	)
Income before income taxes and minority interest		47,276			37,135			31,724
Income taxes		16,675			13,201			11,133
Income before minority interest		30,601			23,934			20,591
Minority interest in net income of consolidated subsidiary		6,784			6,192			5,328
Net income	$	23,817		$	17,742		$	15,263
Net income per share:
Basic	$	1.16		$	0.87		$	0.76
Diluted		1.14			0.86			0.75
Weighted average number of shares outstanding:
Basic		20,444,094			20,324,309			20,078,424
Diluted		20,669,533			20,568,492			20,486,583

See accompanying notes to consolidated financial statements.

F-4

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income

Years ended December 31, 2007, 2006, and 2005

(In thousands except share data)

															Accumulated
						Additional									other
	Common stock					paid-in			Retained			Comprehensive			comprehensive			Treasury stock
	Shares			Amount		capital			earnings			income			income			Shares			Amount			Total
Balance – January 1, 2005		19,379,917		$	19	$	35,538		$	100,772					$	16,431			7,064,511		$	(26,251	)	$	126,509
Comprehensive income:
Net income		—			—		—			15,263		$	15,263			—			—			—			15,263
Foreign currency translation adjustments		—			—		—			—			(12,720	)		(12,720	)		—			—			(12,720	)
Change in fair value of derivatives		—			—		—			—			(137	)		(137	)		—			—			(137	)
Total comprehensive income												$	2,406
Dividends		—			—		—			(3,233	)					—			—			—			(3,233	)
Shares issued upon exercise of stock options		1,048,850			1		(585	)		—						—			(938,200	)		3,490			2,906
Issuance of warrants		—			—		1,687			—						—			—			—			1,687
Shares received as proceeds of option exercises		(176,457	)		—		—			—						—			176,457			(2,548	)		(2,548	)
Balance – December 31, 2005		20,252,310			20		36,640			112,802						3,574			6,302,768			(25,309	)		127,727
Comprehensive income:
Net income		—			—		—			17,742		$	17,742			—			—			—			17,742
Foreign currency translation adjustments		—			—		—			—			11,527			11,527			—			—			11,527
Change in fair value of derivatives		—			—		—			—			69			69			—			—			69
Total comprehensive income												$	29,338
Dividends		—			—		—			(3,259	)					—			—			—			(3,259	)
Shares issued upon exercise of stock options		227,600			—		1,380			—						—			(100,000	)		402			1,782
Stock compensation		—			—		76			549						—			—			—			625
Shares received as proceeds of option exercises		(45,118	)		—		—			—						—			45,118			(941	)		(941	)
Balance – December 31, 2006		20,434,792			20		38,096			127,834						15,170			6,247,886			(25,848	)		155,272
Comprehensive income:
Net income		—			—		—			23,817		$	23,817			—			—			—			23,817
Foreign currency translation adjustments		—			—		—			—			15,816			15,816			—			—			15,816
Change in fair value of derivatives		—			—		—			—			(31	)		(31	)		—			—			(31	)
Total comprehensive income												$	39,602
Dividends		—			—		—			(4,093	)					—			—			—			(4,093	)
Shares issued upon exercise of stock options including income tax benefit of $915		152,100			1		1,719			—						—			(100,000	)		414			2,134
Stock compensation		—			—		218			437						—			—			—			655
Shares received as proceeds of option exercises		(54,751	)		—		—			—						—			54,751			(910	)		(910	)
Balance – December 31, 2007		20,532,141		$	21	$	40,033		$	147,995					$	30,955	(1)		6,202,637		$	(26,344	)	$	192,660

⁽¹⁾ Includes approximately $30,859 relating to foreign currency translation adjustments.

See accompanying notes to consolidated financial statements.

F-5

INTER PARFUMS, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 31, 2007, 2006, and 2005

(In thousands)

	2007			2006			2005
Cash flows from operating activities:
Net income	$	23,817		$	17,742		$	15,263
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,031			5,347			4,513
Impairment of goodwill		868			—			—
Provision for doubtful accounts		588			118			585
Noncash stock compensation		1,096			625			—
Minority interest in net income of consolidated subsidiary		6,784			6,192			5,328
Deferred tax (benefit) provision		(657	)		843			(1,410	)
Change in fair value of put options		—			412			19
Gain on subsidiary’s issuance of stock		(665	)		(332	)		(443	)
(Gain) loss on sale of trademark		—			245			(150	)
Changes in:
Accounts receivable		2,984			(18,714	)		(17,653	)
Inventories		(28,677	)		(16,053	)		5,819
Other assets		(1,602	)		(1,342	)		(3,453	)
Accounts payable and accrued expenses		25,014			18,677			22,443
Income taxes payable, net		936			(393	)		(481	)
Net cash provided by operating activities		38,517			13,367			30,380
Cash flows from investing activities:
Purchases of short-term investments		(300	)		(6,700	)		(2,300	)
Proceeds from sale of short-term investments		13,100			11,300			2,500
Purchase of equipment and leasehold improvements		(2,380	)		(3,452	)		(2,429	)
Payment for intangible assets acquired		(58,723	)		(5,042	)		(465	)
Proceeds from sale of stock of subsidiary		2,879			2,830			2,424
Payment for acquisition of minority interests		(10,984	)		—			—
Proceeds from sale of trademark		—			1,131			185
Net cash provided by (used in) investing activities		(56,408	)		67			(85	)
Cash flows from financing activities:
Proceeds from loans payable – banks		762			4,974			359
Proceeds from issuance of long-term debt		54,948			—			—
Repayment of long-term debt		(10,440	)		(4,019	)		(3,979	)
Purchase of treasury stock		(107	)		(164	)		(150	)
Proceeds from exercise of options		1,331			1,004			507
Dividends paid		(3,879	)		(3,251	)		(3,005	)
Dividends paid to minority interest		(1,594	)		(1,218	)		(1,106	)
Net cash provided by (used in) financing activities		41,021			(2,674	)		(7,374	)
Effect of exchange rate changes on cash		8,657			5,355			(4,161	)
Net increase in cash and cash equivalents		31,787			16,115			18,760
Cash and cash equivalents – beginning of year		58,247			42,132			23,372
Cash and cash equivalents – end of year	$	90,034		$	58,247		$	42,132
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	3,872		$	1,586		$	593
Income taxes		15,211			13,227			12,593

See accompanying notes to consolidated financial statements.

F-6

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

(1) The Company and its Significant Accounting Policies

(a) Business of the Company

Inter Parfums, Inc. and its subsidiaries (“the Company”) are in the fragrance business, and manufacture and distribute a wide array of fragrances and fragrance related products.

Substantially all of our prestige fragrance brands are licensed from unaffiliated third parties and our business is dependent upon the continuation and renewal of such licenses. Revenues generated from one such license represented 54%, 57% and 60% of net sales in 2007, 2006 and 2005, respectively.

(b) Basis of Preparation

The consolidated financial statements include the accounts of the Company, including majority-owned Inter Parfums, S.A. (“IPSA”), a subsidiary whose stock is publicly traded in France. In January 2007, IPSA formed and began operations of four new majority-owned distribution subsidiaries, Inter Parfums Limited, Inter Parfums Deutschland GMBH, Inter Parfums srl and Inter España Parfums et Cosmetiques, SL, covering territories in The United Kingdom, Germany, Italy and Spain, respectively. All material intercompany balances and transactions have been eliminated.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

(c) Foreign Currency Translation

For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities are translated to U.S. dollars at year-end exchange rates. Income and expense items are translated at average rates of exchange prevailing during the year. Gains and losses from translation adjustments are accumulated in a separate component of shareholders’ equity.

(d) Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are considered to be cash equivalents.

(e) Short-term Investments

Short-term investments consist of available for sale auction rate securities which are comprised of preferred stock and municipal bonds. These securities have characteristics similar to short-term investments because at predetermined intervals, generally within 28 to 49 days of the purchase, there is a new auction process. Short-term investments are stated at fair market value which is equal to cost. No realized or unrealized gains or losses have been incurred in connection with our investments in these securities.

F-7

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

(f) Financial Instruments

The carrying amount of cash and cash equivalents, short-term investments, accounts receivable, other receivables, accounts payable and accrued expenses approximates fair value due to the short terms to maturity of these instruments. The carrying amount of loans payable approximates fair value as the interest rates on the Company’s indebtedness approximate current market rates. The fair value of the Company’s long-term debt was estimated based on the current rates offered to the Company for debts with the same remaining maturities and is the same as the carrying amount.

All derivative instruments are reported as either assets or liabilities on the balance sheet measured at fair value. Generally, increases or decreases in the fair value of derivative instruments will be recognized as gains or losses in earnings in the period of change. If the derivative instrument is designated and qualifies as a cash flow hedge, the changes in fair value of the derivative instrument will be recorded as a separate component of shareholders’ equity until the forecasted sale is recorded or when the hedge is determined to be ineffective.

The Company occasionally enters into foreign currency forward exchange contracts to hedge exposure related to receivables denominated in a foreign currency and to manage risks related to future sales expected to be denominated in a foreign currency. Before entering into a derivative transaction for hedging purposes, it is determined that a high degree of initial effectiveness exists between the change in value of the hedged item and the change in the value of the derivative instrument from movement in exchange rates. High effectiveness means that the change in the value of the derivative instrument will effectively offset the change in the fair value of the hedged item. The effectiveness of each hedged item is measured throughout the hedged period. Any hedge ineffectiveness as defined by SFAS No. 133 is recognized as a gain or loss on foreign currency in the income statement. At December 31, 2007, the Company’s subsidiary had foreign currency contracts in the form of forward exchange contracts in the amount of approximately U.S. $28.3 million and GB pounds 3.0 million, which have maturities of less than a year.

(g) Inventories

Inventories, including promotional merchandise, only includes inventory considered saleable or usable in future periods, and is stated at the lower of cost or market, with cost being determined on the first-in, first-out method. Cost components include raw materials, components, direct labor and overhead (e.g., indirect labor, utilities, depreciation, purchasing, receiving, inspection and warehousing) as well as inbound freight. Promotional merchandise is charged to cost of sales at the time the merchandise is shipped to the Company’s customers. Overhead included in inventory aggregated, $3.2 million, $2.1 million and $1.5 million as of December 31, 2007, 2006 and 2005, respectively.

(h) Equipment and Leasehold Improvements

Equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over the estimated useful lives for equipment, which range between three and ten years and the shorter of the lease term or estimated useful asset lives for leasehold improvements.

F-8

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

(i) Goodwill and Other Intangible Assets

The Company reviews goodwill and trademarks with indefinite lives for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The goodwill relates to the Company’s Nickel skin care business which is primarily a component of our European operations. In performing our annual review of the recoverability of the carrying amount of goodwill, we determined that sales levels are less than we originally anticipated. Therefore, the carrying amount of the goodwill exceeded fair value determined by comparison to prices of comparable businesses resulting in an impairment loss of $0.9 million. Activity relating to the goodwill is as follows:

	December 31,
	2007			2006
Balance - beginning of year	$	4,978		$	4,476
Goodwill acquired		1,892			—
Effect of changes in foreign currency translation rates		713			502
Impairment loss		(868	)		—
Balance - end of year	$	6,715		$	4,978

The cost of trademarks, licenses and other intangible assets with finite lives is being amortized by the straight-line method over the term of the respective license or the intangible assets estimated useful life which range from three to seventeen years. If the residual value of a finite life intangible asset exceeds its carrying value, then the asset is not amortized. The Company reviews intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

(j) Revenue Recognition

Revenue is recognized when merchandise is shipped and the risk of loss passes to the customer. The Company, at its discretion, permits limited returns of merchandise and establishes allowances for estimated returns based upon historic trends and relevant current data. The Company does not bill its customer’s freight and handling charges. All shipping and handling costs, which aggregated $6.2 million, $5.5 million and $4.2 million in 2007, 2006 and 2005, respectively, are included in selling, general and administrative expense in the consolidated statements of income. One customer represented 13%, 15% and 14% of consolidated net sales in 2007, 2006 and 2005, respectively.

(k) Issuance of Common Stock by Consolidated Subsidiary

The difference between the Company’s share of the proceeds received by the subsidiary and the carrying amount of the portion of the Company’s investment deemed sold, is reflected as a gain or loss in the consolidated statements of income.

(l) Earnings Per Share

Basic earnings per share is computed using the weighted average number of shares outstanding during each year. Diluted earnings per share is computed using the weighted average number of shares outstanding during each year, plus the incremental shares outstanding assuming the exercise of dilutive stock options and warrants using the treasury stock method.

F-9

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

The following table sets forth the computation of basic and diluted earnings per share:

	Year ended December 31,
	2007			2006		2005
Numerator:
Net income	$	23,817		$	17,742	$	15,263
Effect of dilutive securities of consolidated subsidiary		(270	)		—		—
Numerator for diluted earnings per share		23,547			17,742		15,263
Denominator:
Weighted average shares		20,444,094			20,324,309		20,078,424
Effect of dilutive securities:
Stock options and warrants		225,439			244,183		408,159
Denominator for diluted earnings per share		20,669,533			20,568,492		20,486,583

Not included in the above computations is the effect of anti-dilutive potential common shares which consist of outstanding options to purchase 318,000, 216,000, and 262,000 shares of common stock for 2007, 2006, and 2005, respectively, and outstanding warrants to purchase 100,000 shares of common stock for 2007, 2006 and 2005.

(m) Advertising and Promotion

Advertising and promotional costs paid directly to customers for goods and services provided are expensed as incurred and are recorded as a reduction of sales. Advertising and promotional costs not paid directly to the Company’s customers are expensed as incurred and recorded as a component of cost of goods sold (in the case of free goods given to customers) or selling, general and administrative expenses. Advertising and promotional costs included in selling, general and administrative expense were $58.5 million, $46.5 million and $40.8 million for 2007, 2006 and 2005, respectively. Costs relating to purchase with purchase and gift with purchase promotions that are reflected in cost of sales aggregated $23.0 million, $20.6 million and $15.3 million in 2007, 2006 and 2005, respectively.

(n) Package Development Costs

Packaging development costs associated with new products and redesigns of existing product packaging are expensed as incurred.

(o) Accounts Receivable

Accounts receivable represent payments due to the Company for previously recognized net sales, reduced by an allowance for doubtful accounts or balances which are estimated to be uncollectible aggregating $2.4 million and $2.2 million as of December 31, 2007 and 2006, respectively. Accounts receivable balances are recorded against the allowance for doubtful accounts when they are deemed uncollectible. Recoveries of accounts receivable previously recorded against the allowance are recorded in the consolidated statement of income when received.

F-10

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

(p) Income Taxes

The Company accounts for income taxes in accordance with the provisions of SFAS 109, “Accounting for Income Taxes” and FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB No. 109 (“FIN 48”). Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to the difference between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Tax benefits recognized are reduced by a valuation allowance where it is more likely than not that the benefits may not be realized.

(q) Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS 160”). SFAS 160 establishes requirements for ownership interests in subsidiaries held by parties other than the Company (sometimes called “minority interests”) be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity, but separate from the parent’s equity. All changes in the parent’s ownership interests are required to be accounted for consistently as equity transactions and any noncontrolling equity investments in deconsolidated subsidiaries must be measured initially at fair value. SFAS 160 is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. However, presentation and disclosure requirements must be retrospectively applied to comparative financial statements and upon implementation the Company will be required to classify its minority interests in equity in accordance with SFAS 160.

In December 2007, the FASB issued SFAS 141(revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R provides revised guidance on how acquirers recognize and measure the consideration transferred, identifiable assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired in a business combination. SFAS 141R also expands required disclosures surrounding the nature and financial effects of business combinations. SFAS 141R is effective, on a prospective basis, for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of SFAS 141R on its consolidated financial statements. However, if additional minority interests are acquired after adoption of SFAS 141R, such transactions will be accounted for as equity transactions and not subject to purchase accounting.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not believe that the adoption of SFAS 159 will have a material impact on its consolidated financial statements.

In September 2006, FASB issued SFAS 157, “Fair Value Measurements” (“SFAS 157”). While the statement does not expand the use of fair value in any new circumstances it defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not believe that the adoption of SFAS 157 will have a material impact on its consolidated financial statements.

F-11

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

In July 2006, the FASB issued FIN 48, which prescribes accounting for and disclosure of uncertainty in tax positions. This interpretation defines the criteria that must be met for the benefits of a tax position to be recognized in the financial statements and the measurement of tax benefits recognized. The provisions of FIN 48 are effective as of the beginning of the Company’s 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The adoption by the Company of FIN 48 had no impact on its consolidated financial statements.

(r) Reclassifications

Certain prior year amounts in the accompanying consolidated statements of cash flows have been reclassified to conform to current year presentation.

(2) Recent Agreements

(a) In November 2007, we entered into exclusive agreements with Retail Brand Alliance, Inc., d/b/a/ Brooks Brothers (“Brooks Brothers”) under which will we design, manufacture and supply personal care products for men and women to be sold at Brooks Brothers locations in the United States as well as a licensing agreement covering Brooks Brothers stores and specialty retail and department stores outside the United States including duty free and other travel-related retailers.

(b) In July 2007, we acquired the worldwide rights to the Lanvin brand names and international trademarks listed in Class 3 from Jeanne Lanvin, S.A. (“Lanvin”). Among other items, Class 3 of the international classification of trademarks goods and services include: soaps, perfumery, essential oils, cosmetics and hair lotions. We paid €22 million (approximately $29.7 million) in cash for the brand names and trademarks and simultaneously terminated our existing license agreement. We also agreed to pay to Lanvin a sales based fee for technical and creative assistance in new product development to be rendered by Lanvin in connection with our use of the trademarks through June 30, 2019. In addition, Lanvin has the right to repurchase the brand names and trademarks in 2025 for the greater of €70 million or one times the average of the annual sales for the years ending December 31, 2023 and 2024.

Prior to this acquisition, the amount paid to secure the license agreement with Lanvin was being amortized over the life of the license agreement. At June 30, 2007, that intangible asset, net of accumulated amortization aggregated €13.2 million. The €22 million paid in July 2007 for the brand names and trademarks together with the carrying value related to the license agreement represents the total cost of acquiring the brand names and trademarks. Such total amount is included in trademarks, licenses and other intangible assets on the Company’s consolidated balance sheet as of December 31, 2007.

Since the residual value of the Lanvin brand names and trademarks, estimated to be approximately €42.5 million, exceeds its carrying amount, no further amortization expense has been, or is expected to be, recorded after June 30, 2007.

F-12

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005
(In thousands except share and per share data)

(c) In April 2007, we entered into an exclusive agreement with New York & Company, Inc. under which we design and manufacture personal care products to be sold at the New York & Company retail locations and on their website. We are responsible for product development, formula creation, packaging and manufacturing while New York & Company is responsible for marketing and selling in its stores.

(d) In September 2006, IPSA entered into an exclusive, worldwide license agreement with Van Cleef & Arpels Logistics SA, for the creation, development and distribution of fragrance and related bath and body products under the Van Cleef & Arpels brand and related trademarks. The agreement runs through December 31, 2018. As an inducement to enter into this license agreement, we agreed to pay, in January 2007, €18 million (approximately $23.4 million) to Van Cleef & Arpels Logistics SA in a lump sum, up front payment and we agreed to purchase existing inventory of approximately $2.1 million held by YSL Beauté, the former licensee. The asset is included in trademarks, licenses and other intangible assets on the Company’s consolidated balance sheets and the liability for the €18 million up front payment is included in accrued expenses on the accompanying December 31, 2006 balance sheet. The license agreement became effective on January 1, 2007.

(e) In March 2006, IPSA entered into an exclusive worldwide license agreement with Quiksilver, Inc. for the creation, development and distribution of fragrance, suncare, skincare and related products under the Roxy and Quiksilver brands. The agreement runs through 2017.

(f) In July 2005, we entered into an exclusive agreement with The Gap, Inc. (“Gap”) to develop, produce, manufacture and distribute personal care and home fragrance products for Gap and Banana Republic brand names to be sold in Gap and Banana Republic retail stores in the United States and Canada. On March 2, 2006, the agreement was amended to include Gap Outlet and Banana Republic Factory Stores in the United States and Canada.

The initial term of this agreement expires on August 31, 2009, and the agreement includes an additional two-year optional term that expires on August 31, 2011, as well as a further additional two-year term that expires August 31, 2013, in each case if certain retail sales targets are met or if Gap chooses to extend the term. In addition, if the agreement is extended for the first optional term, then Gap has the right to terminate our rights under the agreement before the end of that first optional term if Gap pays to us an amount specified in a formula, with such right to be exercised during the period beginning on September 1, 2010 and expiring on August 31, 2011.

As an inducement to enter into this agreement, in July 2005 we granted warrants to purchase 100,000 shares of our common stock to Gap exercisable for five yearsat $25.195 per share, 125% of the market price on the date of grant. In addition, we agreed to grant up to three (3) additional warrants to Gap. The first additional warrant was granted in September 2006 for 100,000 shares of our common stock exercisable for five years at $17.194 per share, the market price on the date of grant. If the term of our agreement with Gap is extended as discussed above, we will grant to Gap two additional warrants. Each such warrant would be exercisable for 50,000 shares of our common stock at 100% of the market price on the date of grant. The fair market value of the 100,000 warrants granted in July 2005 and the 100,000 warrants granted in September 2006 aggregated approximately $1.7 million and was determined on the date of the first grant using the Black-Scholes option pricing model with the following assumptions: dividend yield 0.7%; volatility of 50%; a risk-free interest rate of 3.84%; and an expected life of the warrant of five years. Such amount has been capitalized as an intangible asset and is being amortized over the initial term of the agreement. Such amortization is included in selling, general and administrative expense in the accompanying consolidated financial statements.

F-13

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

We have registered with the Securities and Exchange Commission the 200,000 shares purchasable pursuant to the first two warrant grants for resale in May 2007. In the event we fail to maintain an effective registration statement, Gap shall have the right to convert the warrants or any portion thereof into shares of our common stock. Upon exercise of this right we have agreed to deliver, without payment by Gap of any exercise price or any cash or other consideration, that number of shares of fully paid and nonassessable shares of the Company’s Common Stock, the value of which would equal the difference between the fair value and the exercise price of the Company’s Common Stock on the date of exercise attributable to the warrants exercised divided by the fair value of the Company’s common Stock on the date of exercise. We do not have any liability representing future obligations under our registration arrangements relating to the warrants issued to Gap.

(3) Acquisition of Minority Interests

(a) In December 2007, we acquired an additional 1.2% interest in IPSA, our majority owned French subsidiary, from its minority shareholders for approximately $6.3 million in cash. The allocation of the purchase price was as follows:

Trademarks	$	5,469
Minority interest		2,724
Deferred tax liability		(1,883	)
Total	$	6,310

The acquisition was accounted for under the purchase method and an additional 3.3% interest was acquired in January and February 2008 for approximately $16.0 million bringing our ownership interest in IPSA to approximately 75%.

(b) In June 2007, the minority shareholders of Nickel S.A., a consolidated subsidiary of the Company, exercised their rights to sell their remaining 32.4% interest in Nickel S.A. to the Company for approximately $4.7 million in cash. The acquisition was accounted for under the purchase method. The allocation of the purchase price was as follows:

Purchase price	$	4,673
Less amount recorded for put option liability		1,273
Subtotal	$	3,400
Allocated as follows:
Trademarks	$	921
Minority interest		587
Goodwill		1,892
Total	$	3,400

F-14

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

(4) Inventories

	December 31,
	2007		2006
Raw materials and component parts	$	41,108	$	27,179
Finished goods		64,914		42,358
	$	106,022	$	69,537

(5) Equipment and Leasehold Improvements

	December 31,
	2007		2006
Equipment	$	15,499	$	14,253
Leasehold improvements		1,963		1,496
		17,462		15,749
Less accumulated depreciation and amortization		10,200		8,943
	$	7,262	$	6,806

Depreciation expense was $2.5 million, $1.9 million and $2.3 million for 2007, 2006 and 2005, respectively.

(6) Trademarks, Licenses and Other Intangible Assets

	Gross		Accumulated		Net Book
2007	Amount		Amortization		Value
Trademarks (indefinite lives)	$	7,497	$	—	$	7,497
Trademarks (finite lives)		54,688		115		54,573
Licenses (finite lives)		41,784		5,971		35,813
Other intangible assets (finite lives)		13,018		9,324		3,694
Subtotal		109,490		15,410		94,080
Total	$	116,987	$	15,410	$	101,577

	Gross		Accumulated		Net Book
2006	Amount		Amortization		Value
Trademarks (indefinite lives)	$	6,246	$	—	$	6,246
Trademarks (finite lives)		103		103		—
Licenses (finite lives)		54,890		6,067		48,823
Other intangible assets (finite lives)		11,090		7,822		3,268
Subtotal		66,083		13,992		52,091
Total	$	72,329	$	13,992	$	58,337

F-15

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

During 2007, 2006, and 2005, there were no charges for the impairment of trademarks with indefinite useful lives. Amortization expense was $5.3 million, $3.4 million and $2.1 million for 2007, 2006 and 2005 respectively. Amortization expense is expected to approximate $5.0 million in 2008, 2009 and 2010, and $3.5 million in 2011 and 2012. The weighted average amortization period for trademarks, licenses and other intangible assets with finite lives are 17 years, 10 years and 3 years, respectively, and 13 years in the aggregate.

(7) Loans Payable – Banks

Loans payable – banks consist of the following:

The Company’s foreign subsidiaries have available credit lines, including several bank overdraft facilities totaling $45 million, bearing interest at the three month EURIBOR plus 0.60% (the three month EURIBOR was 4.68% at December 31, 2007). Outstanding amounts totaled $6.2 million and $0.13 million at December 31, 2007 and 2006, respectively.

The Company has borrowings available under a $12 million unsecured revolving line of credit due on demand and bearing interest at the three month LIBOR plus 1.75% (the three month LIBOR was 5.03% as of December 31, 2007). Outstanding amounts totaled $1.0 million and $5.9 at December 31, 2007 and 2006.

(8) Long-term Debt

Long-term debt consists of the following:

	December 31,
	2007		2006
16 million euro variable rate facility at three month EURIBOR plus 0.60%, payable in 20 equal quarterly installments	$	7,066	$	10,536
18 million euro fixed rate facility at 4.1%, payable in 20 quarterly installments		21,622		—
22 million euro variable rate facility at three month EURIBOR plus 0.40%, payable in 20 equal quarterly installments		30,767		—
Other		278		233
		59,733		10,769
Less current maturities		16,215		4,214
Total	$	43,518	$	6,555

In connection with the 16 million euro variable rate facility, the Company entered into a swap transaction effectively exchanging the variable interest rate to a variable rate based on the 12 month EURIBOR with a floor of 3.25% and a ceiling of 3.85%. In connection with the 22 million euro variable rate facility, the Company entered into a swap transaction effectively exchanging the variable interest rate to a fixed rate of 4.42%. These derivative instruments are recorded at fair value and changes in fair value are reflected in the consolidated statements of income.

Some of the Company’s long-term debt facilities require the maintenance of certain financial covenants. At December 31, 2007 exchange rates, maturities of long-term debt subsequent to December 31, 2007 are $16.2 million in 2008, $14.1 million in 2009, $11.9 million in 2010, $12.2 million in 2011 and $5.3 million in 2012.

F-16

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

(9) Commitments

(a) Leases

The Company leases its office and warehouse facilities under operating leases which are subject to escalation clauses and expire at various dates through 2014. Rental expense amounted to $9.1 million, $7.1 million and $7.2 million in 2007, 2006 and 2005, respectively. Minimum future annual rental payments are as follows:

2008	$	6,712
2009		6,814
2010		6,621
2011		5,061
2012		1,717
Thereafter		1,313
	$	28,238

(b) License Agreements

The Company is party to a number of license and other agreements for the use of trademarks and rights in connection with the manufacture and sale of its products expiring at various dates through 2018. In connection with certain of these license agreements, the Company is subject to minimum annual advertising commitments, minimum annual royalties and other commitments as follows:

2008	$	143,142
2009		150,541
2010		159,202
2011		155,148
2012		162,594
Thereafter		763,299
	$	1,533,926

Future advertising commitments are estimated based on planned future sales for the license terms that were in effect at December 31, 2007, without consideration for potential renewal periods. The above figures do not reflect the fact that our distributors share our advertising obligations.Royalty expense included in selling, general, and administrative expenses, aggregated $35.6 million, $31.4 million and $27.1 million, in 2007, 2006 and 2005, respectively.

(10) Shareholders’ Equity

(a) Issuance of Common Stock by Consolidated Subsidiary

During 2007, 2006 and 2005, 121,746, 169,479 and 120,283 shares, respectively, of capital stock of IPSA were issued as a result of employees exercising stock options. At December 31, 2007 and 2006, the Company’s percentage ownership of IPSA was approximately 72%.

F-17

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

The difference between the Company’s share of the proceeds received by the subsidiary and the carrying amount of the portion of the Company’s investment deemed sold is reflected as a gain or loss in the consolidated statements of income. However, recent purchases of IPSA shares discussed in Note (3) (a), may limit the amount of future gains resulting from further issuances of IPSA shares.

(b) Share-Based Payments:

Prior to January 1, 2006, we applied the disclosure-only provisions of SFAS 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). In accordance with the provisions of SFAS 123, we applied Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations in accounting for our stock based compensation plans and, accordingly, did not recognize compensation expense for stock options because we issued options at an exercise price equal to the market value at date of grant.

Effective January 1, 2006, we adopted SFAS 123(R), “Share-Based Payment” (“SFAS 123(R)”), which revises SFAS 123 and supersedes APB 25. SFAS 123(R) requires all share-based payments to be recognized in the financial statements based on the fair values using an option-pricing model at the date of grant. We have elected to use the modified prospective method for adoption, which requires compensation expense to be recorded for all unvested stock options beginning in the first quarter of adoption, based on the fair value at the original grant date. Prior year financial statements have not been restated.

Share-based payment expenses, expenses not required to be expensed prior to the adoption of SFAS 123(R), decreased income before income taxes by $1.1 million in 2007 and $0.9 million in 2006, decreased net income by $0.54 million in 2007 and $0.44 million in 2006, and reduced basic and diluted earnings per share by $0.03 in 2007 and $0.02 in 2006. The adoption of SFAS 123(R) had no impact on cash flow.

The effect on net income and earnings per share if we had applied the fair value recognition provisions of SFAS 123 to stock-based compensation for the years ended December 31, 2005 is as follows:

	December 31,
	2005
Reported net income	$	15,263
Stock-based employee compensation determined under the fair value based method, net of related tax effects		(980	)
Pro forma net income	$	14,283
Income per share, as reported:
Basic	$	0.76
Diluted		0.75
Pro forma net income per share:
Basic		0.71
Diluted		0.70

F-18

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

The Company maintains a stock option program for key employees, executives, and directors. The plans, all of which have been approved by shareholder vote, provide for the granting of both nonqualified and incentive options. Historically, options granted under the plans vested immediately and were exercisable for a period of five years. Beginning in 2006, options granted under the plans typically have a six-year term and vest over a five-year period. There were options outstanding for 229,800 that were not vested as of December 31, 2007. Compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. It is generally the Company’s policy to issue new shares upon exercise of stock options.

The following table summarizes stock option activity and related information as of December 31, 2007 and does not include information relating to options of Inter Parfums, S.A. granted by Inter Parfums, S.A., our majority owned subsidiary:

	Year ended December 31,
	2007					2006					2005
	Options			Weighted Average exercise price		Options			Weighted Average exercise price		Options			Weighted Average exercise price
Shares under option - beginning of year		867,600		$	16.53		985,550		$	14.03		1,842,675		$	7.51
Options granted		96,300			19.13		181,200			19.58		202,900			15.05
Options exercised		(152,100	)		8.01		(227,600	)		7.83		(1,048,850	)		2.77
Options cancelled		(7,400	)		18.91		(71,550	)		17.51		(11,175	)		14.59
Shares under options - end of year		804,400			18.43		867,600			16.53		985,550			14.03

At December 31, 2007, options for 785,529 shares were available for future grant under the plans.

As of December 31, 2007, the aggregate intrinsic value of options outstanding is $1.0 million and unrecognized compensation cost related to stock options outstanding on Inter Parfums, Inc. stock aggregated $1.4 million which will be recognized over the next five years. The amount of unrecognized compensation cost related to stock options outstanding of our majority owned subsidiary, Inter Parfums S.A., was 0.9 million euro. Options under Inter Parfums, S.A. plans vest over a four year period.

Cash proceeds, tax benefits and intrinsic value related to stock options exercised were as follows:

	Year Ended December 31,
	2007		2006		2005
Cash proceeds from stock options exercised	$	1,331	$	1,004	$	507
Tax benefits	$	915	$	—	$	—
Intrinsic value of stock options exercised	$	1,368	$	3,028	$	12,595

No tax benefit was realized or recognized in 2006 and 2005 from stock options exercised as valuation reserves were allocated to those potential benefits.

F-19

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

The weighted average fair values of the options granted by Inter Parfums, Inc. during 2007, 2006 and 2005 were $6.55, $6.36 and $5.00 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield 0.9% in 2007 and 2006 and 1.0% in 2005; volatility of 39% in 2007, 30% in 2006 and 40% in 2005; risk-free interest rates at the date of grant, 3.5% in 2007, 4.7% in 2006 and 3.5% in 2005; and an expected life of the option of four and one half years in 2007, five years in 2006 and four years in 2005. The Company uses the simplified method in developing its estimate of the expected term of the option. Expected volatility is estimated using historical volatility of the Company’s common stock.

Stock-based employee compensation determined under the fair value based method, net of related tax effects, includes compensation incurred by Inter Parfums, S.A., our majority owned subsidiary whose stock is publicly traded in France. No options were granted by Inter Parfums, S.A. during 2007. The weighted average fair values of the options granted by Inter Parfums, S.A. during 2006 and 2005 were 10.37 euro and 6.08 euro per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions: dividend yield 0.94% in 2006 and 1% in 2005; volatility of 25% in 2006 and 22% in 2005; risk-free interest rates at the date of grant of 4.6% in 2006 and 4.5% in 2005; and an expected life of the option of four years in 2006 and 2005.

The following table summarizes stock option information as of December 31, 2007:

			Options outstanding
	Number		weighted average remaining		Options
Exercise prices	outstanding		contractual life		exercisable
$7.22 – $7.85		10,500		0.07 Years		10,500
$14.95		160,300		2.30 Years		160,300
$15.20 – $15.39		169,700		1.95 Years		169,700
$16.52		2,000		3.47 Years		500
$17.24		2,000		2.95 Years		2,000
$18.87 – $18.97		93,800		5.81 Years		9,000
$19.65-$19.85		174,500		4.97 Years		33,000
$22.77		2,000		1.01 Years		2,000
$23.05 – $23.06		167,600		1.00 Years		167,600
$25.24		20,000		1.12 Years		20,000
$27.01		2,000		5.41 Years		—
Totals		804,400		2.87 Years		574,600

As of December 31, 2007 the weighted average exercise price of options exercisable was $18.03 and the weighted average remaining contractual life of options exercisable is 1.97 years. The aggregate intrinsic value of options exercisable at December 31, 2007 is $1.0 million.

In 2007, 2006 and 2005, both the Chief Executive Officer and the President exercised an aggregate of 100,000, 100,000 and 938,000 outstanding stock options, respectively, of the Company’s common stock. The aggregate exercise prices of $0.8 million in 2007, $0.8 million in 2006 and $2.4 million in 2005 were paid by them tendering to the Company in 2007, 2006 and 2005 an aggregate of 48,286, 37,278 and 166,069 shares, respectively, of the Company’s common stock, previously owned by them, valued at fair market value on the dates of exercise. All shares issued pursuant to these option exercises were issued from treasury stock of the Company. In addition, the Chief Executive Officer tendered in 2007, 2006 and 2005 an additional 6,465, 7,840 and 10,388 shares, respectively, for payment of certain withholding taxes resulting from his option exercises.

F-20

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

(c) Treasury Stock

In February 2008, the board of directors of the Company authorized a stock repurchase program whereby the Company is authorized to repurchase a maximum of 500,000 shares of its common stock in the open market. In February 2008, 129,524 shares of the Company’s common stock was repurchased at an average price of $16.95 per common share.

(d) Dividends

The Company declared dividends of $0.20, $0.16, and $0.16 per share per annum in 2007, 2006, and 2005, respectively. The quarterly dividend of $1.0 million declared in December 2007 was paid in January 2008.

(11) Segments and Geographic Areas

The Company manufactures and distributes one product line, fragrances and fragrance related products. The Company manages its business in two segments, European based operations and United States based operations. The European assets are located, and operations are conducted, in France. European operations primarily represent the sales of the prestige brand name fragrances and United States operations primarily represent the sale of specialty retail and mass market fragrances. Information on the Company’s operations by segments is as follows.

	Year ended December 31,
	2007			2006			2005
Net sales:
United States	$	58,807		$	50,980		$	34,284
Europe		332,420			271,650			241,681
Eliminations of intercompany sales		(1,667	)		(1,576	)		(2,432	)
	$	389,560		$	321,054		$	273,533
Net income:
United States	$	2,066		$	415		$	(123	)
Europe		21,681			17,270			15,398
Eliminations		70			57			(12	)
	$	23,817		$	17,742		$	15,263
Depreciation and amortization expense:
United States	$	1,076		$	763		$	448
Europe		6,955			4,584			4,065
	$	8,031		$	5,347		$	4,513
Interest and dividend income:
United States	$	227		$	596		$	526
Europe		2,939			1,707			668
	$	3,166		$	2,303		$	1,194
Interest expense:
United States	$	366		$	259		$	19
Europe		3,301			1,538			951
	$	3,667		$	1,797		$	970
Income tax expense (benefit):
United States	$	1,105		$	(148	)	$	(398	)
Europe		15,517			13,304			11,544
Eliminations		53			45			(13	)
	$	16,675		$	13,201		$	11,133

F-21

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

	December 31,
	2007			2006			2005
Total assets:
United States	$	52,571		$	61,435		$	53,072
Europe		403,351			281,378			196,931
Eliminations of investment in subsidiary		(9,870	)		(9,768	)		(9,093	)
	$	446,052		$	333,045		$	240,910
Additions to long-lived assets:
United States	$	1,042		$	1,337		$	1,985
Europe		44,125			30,862			2,596
	$	45,167		$	32,199		$	4,581
Total long-lived assets:
United States	$	7,342		$	7,376		$	6,801
Europe		108,212			62,750			33,646
	$	115,554		$	70,126		$	40,447
Deferred tax assets:
United States	$	591		$	726		$	840
Europe		3,709			1,768			2,171
	$	4,300		$	2,494		$	3,011

United States export sales were approximately $9.5 million, $7.2 million and $6.4 million in 2007, 2006 and 2005, respectively. Consolidated net sales to customers by region are as follows:

	Year ended December 31,
	2007		2006		2005
North America	$	115,400	$	107,400	$	81,800
Europe		173,200		128,300		116,800
Central and South America		28,200		24,500		21,800
Middle East		26,100		21,900		19,800
Asia		43,900		37,700		32,200
Other		2,800		1,300		1,100
	$	389,600	$	321,100		273,500

Consolidated net sales to customers in major countries are as follows:

	Year Ended December 31,
	2007		2006		2005
United States	$	113,000	$	104,000	$	80,000
United Kingdom	$	28,000	$	28,000	$	26,000
France	$	30,000	$	21,000	$	17,000

(12) Income Taxes

The components of income before income taxes and minority interest consist of the following:

	Year ended December 31,
	2007		2006		2005
U.S. operations	$	3,170	$	267	$	(521	)
Foreign operations		44,106		36,868		32,245
	$	47,276	$	37,135	$	31,724

F-22

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

The provision for current and deferred income tax expense (benefit) consists of the following:

	Year ended December 31,
	2007			2006			2005
Current:
Federal	$	343		$	(321	)	$	(19	)
State and local		190			60			46
Foreign		16,799			12,619			12,516
		17,332			12,358			12,543
Deferred:
Federal		437			(81	)		(451	)
State and local		135			195			26
Foreign		(1,229	)		729			(985	)
		(657	)		843			(1,410	)
Total income tax expense	$	16,675		$	13,201		$	11,133

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

	December 31,
	2007			2006
Deferred tax assets:
State net operating loss carryforwards	$	832		$	1,044
Federal net operating loss carryforwards		1,490			2,269
Foreign net operating loss carryforwards		2,351			1,274
Alternative minimum tax credit carryforwards		75			75
Inventory and accounts receivable		657			249
Profit sharing		277			216
Effect of inventory profit elimination		1,308			78
Other		770			859
Total gross deferred tax assets		7,760			6,064
Valuation allowance		(3,460	)		(3,570	)
Net deferred tax assets		4,300			2,494
Deferred tax liabilities (long-term):
Property, plant, and equipment		(225	)		(477	)
Trademarks and licenses		(4,147	)		(985	)
Other		(292	)		(649	)
Total deferred tax liabilities		(4,664	)		(2,111	)
Net deferred tax assets (liabilities)	$	(364	)	$	383

F-23

INTER PARFUMS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2007, 2006 and 2005

(In thousands except share and per share data)

At December 31, 2007 federal net operating loss carryforwards expire at various dates through 2026 and foreign net operating loss carryforwards do not expire. At December 31, 2007 the Company’s state net operating loss carryforwards, subject to applicable state apportionment, for New York State and New York City tax purposes of approximately $11.5 million and for New Jersey tax purposes of approximately $13.5 million expire at various dates through 2012. Through December 31, 2006, valuation allowances aggregating $2.7 million had been provided including $1.1 million in 2006 and $1.2 million in 2005, as future tax benefits from option compensation deductions might prevent the net operating loss carryforwards from being fully utilized. In 2007, $0.4 million of such valuation allowance was realized. The amount realized in 2007 and any future realization of the valuation allowance is credited to additional paid-in capital. In addition, a valuation allowance of $0.2 million and $0.8 million has been provided in 2007 and 2006, respectively against certain foreign net operating loss carryforwards, as future profitable operations from certain foreign subsidiaries might not be sufficient to realize the full amount of net operating loss carryforwards recognized.

No further valuation allowances have been provided as management believes that it is more likely than not that the asset will be realized in the reduction of future taxable income.

The Company has not provided for U.S. deferred income taxes or foreign withholding taxes on $119 million of undistributed earnings of its non-U.S. subsidiaries as of December 31, 2007 since the Company has no present intention to repatriate these earnings.

Differences between the United States Federal statutory income tax rate and the effective income tax rate were as follows:

	Year ended December 31,
	2007			2006			2005
Statutory rates		34.0	%		34.0	%		34.0	%
State and local taxes, net of Federal benefit		0.5			0.5			0.2
Effect of foreign taxes in excess of U.S. statutory rates		1.2			2.2			1.8
Other		(0.4	)		(1.1	)		(0.9	)
Effective rates		35.3	%		35.6	%		35.1	%

F-24

Schedule II

INTER PARFUMS, INC. AND SUBSIDIARIES

Valuation and Qualifying Accounts

(In thousands)

Column A

Column B

Column C

Column D

Column E

Additions

(1)

(2)

Charged to

Balance at

Charged to

other

Beginning of

costs and

accounts –

Deductions –

Balance at

Description

Period

expenses

describe

describe

end of period

Year ended December 31, 2007:

Allowances for sales returns and doubtful accounts

$

2,244

589

208

(b)

684

(a)

2,357

Year ended December 31, 2006:

Allowances for sales returns and doubtful accounts

$

2,257

129

188

(b)

330

(a)

2,244

Year ended December 31, 2005:

Allowances for sales returns and doubtful accounts

$

3,230

585

(345)

(b)

1,213

(a)

2,257

(a) Write off of bad debts and sales returns.

(b) Foreign currency translation adjustment.

See accompanying report of independent registered public accounting firm.

F-25

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Inter Parfums, Inc.
By:	/s/ Jean Madar
Jean Madar, Chief Executive Officer
Date: March 3, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Jean Madar	Chairman of the Board of Directors	March 3, 2008
Jean Madar	and Chief Executive Officer
/s/ Russell Greenberg	Chief Financial and Accounting Officer	March 7, 2008
Russell Greenberg	and Director
	Director	March __, 2008
Philippe Benacin
/s/ Philippe Santi	Director	March 4, 2008
Philippe Santi
/s/ Francois Heilbronn	Director	February 28, 2008
Francois Heilbronn
/s/ Joseph A. Caccamo	Director	March 7, 2008
Joseph A. Caccamo
/s/ Jean Levy	Director	March 1, 2008
Jean Levy
	Director	March __, 2008
Robert Bensoussan-Torres
/s/ Jean Cailliau	Director	February 27, 2008
Jean Cailliau
	Director	March __, 2008
Serge Rosinoer
/s/ Patrick Choël	Director	February 28, 2008
Patrick Choël

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M9;'JJ3+O),2[E#`4<>9]6(V22$!G#=R%=0R%!=14),1RJA"@DJ](>WG5%WBW M^;;H+D5]6X#[[+!B69I]D&S#?*!J:@:&JXH")L1$+-C02[SJ18>DPNI3&(;Z M@QO3<#>HCCPBJ-BWG;ZYYT04(T1,<5V4%;=U_?1>W+LF!%4U0)+N57&X2"+2 MH\X6]%#;D*ZJ-?)3HVEMH++I6ZWNYR)#TM0&(+,9=PC)-FW(>:%\V\ZF69&P M?_-2@D2?^7+^=_MH/8__`"[7 MY$_10:(O_./?P_IH)*='\Z@CL?\`//4&S_U:_P!&O[5!N'N?E_V4&FW?\DU^ M1?TK01W/_P"O3^6OZ5H-H?OB_HFOVBH-O_JS_HQ_:*@@-_*NG]X'_IVJ# EX-4.26 3 v106279_ex4-26.htm

Exhibit 4.26

2004 STOCK OPTION PLAN OF INTER PARFFUMS, INC.

Addendum to the Plan

FRANCE

1 GENERAL

This Addendum to the Plan sets out the terms of the 2004 Stock Option of Inter Parfums, Inc. (the "Plan"), in relation to France.

This Addendum should be read in conjunction with the Plan and is subject to the terms and conditions of the Plan except to the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this Addendum in which event the terms set out in this Addendum shall prevail.

The terms of this Addendum are the terms set out in the rules of the Plan modified as follows:

2 APPLICATION

This Addendum will apply to any Optionee who is or may become subject to French tax (i.e. income tax and/or social security tax) on options granted under the Plan.

3 ELIGIBILITY

The Committee may not grant an option under this Addendum to an individual:

Ø unless he is employed by the Company or by a company with sufficiently close capital links to the Company as defined in Article L225-180 of the French "Code de Commerce" in France; OR

Ø unless he is a director with a management function as defined in Article L225-185 of the French "Code de Commerce" in France of the Company or of a company with sufficiently close capital links to the Company as defined in Article L225-180 of the French "Code de Commerce" ; OR

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 1 of 4

Ø who owns more than 10% of the share capital of the Company and who may not therefore be granted an option to satisfy the requirements of sub-paragraph 2 of Article L225-182 of the French "Code de Commerce"; OR

Ø who is a member of the Committee.

4 EXERCISE PRICE

The exercise price for an option shall be determined on the date on which the Committee resolves to grant the option.

The exercise price in the case of options to subscribe for unissued shares may not be:

Ø lower than 95% of the average stock exchange price during the 20 dealing (trading) days preceding the grant

In the case of options to purchase existing shares (also known as treasury shares), the exercise price may not be:

Ø lower than 95% of the average stock exchange price during the 20 dealing (trading) days preceding the grant

Ø in addition, lower than 95% of the average actual repurchase price of the shares by the Company of its own shares to be allocated to the Optionee, provided the shares are repurchased prior to the date of grant of the options.

5 GRANT OF OPTIONS

An option may not be granted in the period of 20 dealing days immediately following a distribution of dividends or a capital increase.

Furthermore, options cannot be granted under this Addendum

Ø within the 10 dealing days before or after the publication of the annual consolidated accounts, where required, or of the Company’s annual accounts;

Ø within a period beginning with the date at which the Company's board of directors become aware of any information which, were it to be public knowledge, could have a material impact on the Company's share price and ending 10 dealing days after the information becomes public knowledge.

If the option is an option to buy existing (treasury) shares of common stock, the repurchase of the shares by the Company can take place either within a twelve month period preceding the date of grant of the option, or prior to the date on which the options become exercisable if exercisability conditions exist.

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 2 of 4

6 VESTING AND EXERCISE

6.1 Options granted under this Addendum shall vest and become exercisable on the day following the fourth anniversary of the date of grant, subject to paragraph 9 of this Addendum.

7 SALES RESTRICTIONS

The shares acquired upon exercise of the options issued under this Addendum will be freely transferable in France, subject to the following conditions:

7.1 The above mentioned shares may not be sold or otherwise disposed of before the day following the fourth anniversary of the date of grant;

7.2 The sales restrictions provided by sub-paragraph 7.1 above shall not apply in the case of death or of 2nd or 3rd category disability of the Optionee as defined under Article L341-4 of the French Social Security Code;

7.3 The sales restrictions provided by sub-paragraph 7.1 above shall not apply in the case of:

a) dismissal of the Optionee by the Company or any subsidiary of the Company provided that the Optionee exercised his options at least 3 months prior to receipt of notice of dismissal;

b) the Optionee’s retirement (as defined in the 3^rd paragraph of Article L. 122-14-13 of the French Labor Code) provided that the Optionee exercised his options at least 3 months prior to the date of termination of his/her employment contract;

7.4 If the Committee so decides in its absolute discretion, after due regard to the Optionee's personal circumstances, the sales restrictions provided by sub-paragraph 7.1 may be lifted;

7.5 The sales restrictions provided by sub-paragraph 7.1 will only apply to the extent that they would not impose a restriction on resale of the shares for a period of more than three years from the date of exercise of the option, in accordance with Article L225-177 of the French "Code de Commerce".

7.6 With regard to transfer restrictions in the United States of the shares acquired on exercise options granted under this Addendum, the provisions of Article 11 of the Plan apply.

8 NON-TRANSFERABILITY OF OPTIONS

No option granted under this Addendum may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except in the case of death of the Optionee. All options granted under this Addendum shall be exercisable during the Optionee's lifetime, only by the Optionee.

9 DEATH OF AN OPTIONEE; EARLY TERMINATION OF OPTION

9.1 If the Optionee dies, his options must be exercised by his heirs (if at all) within six months after his death after which the option will expire.

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 3 of 4

9.2 Notwithstanding Section 9(b) of the Plan that provides for termination of a nonqualified stock option simultaneously with the termination of association of an Optionee with the Company and its Subsidiaries, the Committee shall have the authority, in its sole discretion, to determinewhether and under what conditions options granted under this Addendum will terminate upon the Optionee leaving the Company and to waive any such condition.

10 ALTERATION OF PLAN

Any alteration or addition, which would affect the subsisting rights of an Optionee, will, in all cases, require the consent of the Optionee.

11 PLAN LIMITS

Options may not be granted under the Plan:

Ø over more than one third of the Company’s share capital in the case of options to subscribe for unissued shares; or

Ø over more than 10% of the total number of such shares in issue in the case of options to purchase existing shares.

12 ADJUSTMENTS

The exercise price of an option may not be changed during the term of the option.

However, the Company is required to ensure the protection of the Optionees’ rights under the conditions provided in Article L 228-99 of the French Code de Commerce in the event of the following specific operations:

· Capital amortization or capital reduction;

· Change in the allocation of earnings;

· Grant of free shares;

· Capitalization of reserves, issue premiums or earnings;

· Distribution of reserves;

· Any issuance of equity securities or any rights giving access to equity securities including a preferential subscription right to the benefit of the shareholders.

No adjustment may be made to the option which is inconsistent with French law and, in particular, with Sections 174.8 to 174.16 of the Decree no. 67-236 of 23 March 1967.

13 CHANGES

The Committee may not change the Plan in a way which affects this Addendum, or options granted under this Addendum, if the change is inconsistent with French law and in particular with French legislation on stock options as defined in Articles L225-177 to L225-185 of French "Code de Commerce".

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 4 of 4

EX-4.27 4 v106279_ex4-27.htm

Exhibit 4.27

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Nonqualified Stock Option Contract

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 26^th day of December, 2007, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _________ (“Option Holder”).

W I T N E S S E T H:

1.The Company, in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”) effective on the 15^th day of December 2006, and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan (the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified stock option to purchase an aggregate of ______shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $18.865 per share.

2.Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the fifth year from the date of grant.

3.(a)Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).

(b)In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

5.Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

6.The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-136988 under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

7.(a)The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

(b)In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

8.Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

2

9.(a)The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

(b)In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

(c)In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

(d)Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

(e)The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

10.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.

11.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.

INTER PARFUMS, INC.

By:

[Name and Title]

3

Schedule of Executive Officers and Number of Shares Underlying Option

Executive Officer	Number of Shares
Jean Madar	19,000
Philippe Benacin	19,000
Russell Greenberg	15,000

4

EX-4.28 5 v106279_ex4-28.htm

Exhibit 4.28

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Nonqualified Stock Option Contract

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 14^th day of February, 2008, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _________ (“Option Holder”).

W I T N E S S E T H:

1.The Company, in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”) effective on the 15^th day of December 2006, and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan (the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified stock option to purchase an aggregate of ______shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $16.945 per share.

2.Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the fifth year from the date of grant.

3.(a)Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).

(b)In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

5.Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

6.The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-136988 under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

7.(a)The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

(b)In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

8.Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

2

9.(a)The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

(b)In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

(c)In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

(d)Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

(e)The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

10.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.

11.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.
 

INTER PARFUMS, INC.

By:

[Name and Title]

3

Schedule of Executive Officers and Number of Shares Underlying Option

Executive Officer	Number of Shares
Jean Madar	9,250
Philippe Benacin	9,250

4

EX-4.29 6 v106279_ex4-29.htm

Exhibit 4.29

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Nonqualified Stock Option Contract

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 14 day of February, 2008, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _____ (“Option Holder”).

W I T N E S S E T H:

1.The Company, in accordance with the resolutions adopted by the Executive Compensation and Stock Option Committee of the Board of Directors of the Company (the “Committee”) effective on the 14^th day of February 2008, and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan as amended by the Committee pursuant to the French Stock Option Subplan Addendum dated 14 February 2008 (the “Addendum”) (the 2004 Stock Option Plan and the Addendum are sometimes collectively referred to as the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified stock option to purchase an aggregate of ______shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of U.S.$16.945 per share.

2.Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be for a period of six (6) years from the date hereof, until 13 February 2014; provided that, this option shall not vest or become exercisable to purchase shares of Common Stock until 14 February 2012, at which time 100% of this option shall vest and become exercisable to purchase shares of Common Stock.

3.(a)Subject to the provisions contained in Section 2 hereof, this option may be exercised, between 14 February 2012 and 13 February 2014, from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 50 Shares (unless less than 50 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to Inter Parfums SA (4 rond-point des Champs Elysées - 75008 Paris - France, att. Chief Financial Officer ) which will forward such notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Committee.

(b)The Option Holder understands that he will be subject to the French Tax laws and he shall have to pay to the French Tax Authorities and French Social Security Authorities any taxes incurred by reason of exercise of his options rights. In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

5.Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

6.The Option Holder understands that the Shares have been registered for issuance to and resale by the Option Holder in Registration Statement No. 333-136988 under the United States Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

7.(a)The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the United States Securities and Exchange Commission (“SEC”) Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

(b)In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

(c)The Option Holder understands that effectiveness of the French Stock Option Subplan Addendum dated 14 February 2008 is made subject to the approval of the shareholders of the Company at the next meeting of shareholders, which is scheduled for July or August 2008.

8.Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

9.(a)The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

(b)In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates

(i)as a result of serious misconduct (which shall be determined in the sole and absolute discretion of the Committee), then this option shall immediately terminate; or

(ii)by reason of retirement, resignation, or dismissal for other than serious misconduct, then under Section 9.2 of the Addendum, the Committee shall have the authority, in its sole discretion, to determine whether and under what conditions options granted underthe Addendum will terminate upon the Option Holder leaving the Company and to waive any such condition; or

(iii)in the event of the death or disability of the Option Holder, then the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

(c)In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

(d)Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

(e)The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

10.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.

11.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.

INTER PARFUMS, INC.

By:

Russell Greenberg, Executive Vice President

Schedule of French Executive Officers and Number of Shares Underlying Option

Last Name	Number of Shares
Philippe Santi	8,500
Frédéric Garcia-Pelayo	8,500
Hugues De La Chevasnerie	5,000
Axel Marot	3,150

EX-10.132 7 v106279_ex10-132.htm

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

BROOKS BROTHERS

MANUFACTURING AND LICENSE AGREEMENT

BETWEEN

RETAIL BRAND ALLIANCE, INC., d/b/a Brooks Brothers - LICENSOR

AND

INTER PARFUMS USA, LLC. — LICENSEE

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

BROOKS BROTHERS

MANUFACTURING AND LICENSE AGREEMENT

(“Agreement”)

A.	Effective Date: Shall mean the date the last party has executed and delivered this Agreement.
B.	Licensor:	Retail Brand Alliance, Inc., d/b/a Brooks Brothers
		346 Madison Avenue, New York, NY 10017
		Attention:	President – Strategic Development and International Business
			with a copy to General Counsel
			100 Phoenix Avenue, Enfield, CT 06082

Licensee:	Inter Parfums USA, LLC, a New York limited liability company
	551 Fifth Avenue, New York, NY 10176
	Attention:	Chief Executive Officer
	with a copy to:	Joseph A. Caccamo, Esq .
		GrayRobinson P.A
		Attorneys at Law
		401 E. Las Olas Blvd.
		Suite 1850
		Ft. Lauderdale , FL 33301

Each party’s signature below indicates its acceptance of this Agreement including and specifically incorporating the attached Standard Terms and Conditions and Exhibits which are an inseperable part of this Agreement.

Retail Brand Alliance, Inc.,		Inter Parfums USA, LLC
d/b/a Brooks Brothers		By: Inter Parfums, Inc., Sole Member
By:	/S/ ______________	By:	/S/ ________________
	Name: Title: Date:		Name: Jean Madar Title: CEO Date:

2

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

BROOKS BROTHERS

MANUFACTURING AND LICENSE AGREEMENT

STANDARD TERMS AND CONDITIONS

1. DEFINITIONS. The following terms shall have the following definitions when used in this Agreement:

1.01."Licensed Marks" shall mean the trademarks listed on Exhibit B and insofar as they are registered in countries enumerated on Exhibit D, and any approved form of the Brooks Brothers logo, as shown on Exhibit B and Exhibit D, together with any and all such new trademarks as may be developed, acquired or registered by on behalf of Licensor and its Affiliates, only with Licensor’s prior written approval.

1.02.(a)"Products" shall mean only those fragrance and personal care products specifically described in Exhibit A, namely, fragrances, home fragrance products, skincare products, bath products, body care products and cosmetics.

(b)"New Products" shall mean all Products bearing Licensed Marks which are manufactured by or for Licensee from designs, formulas and concepts delivered or approved by Licensor hereunder.

(c)“Existing Products” shall mean any of Licensor’s Products sold by Licensor through Licensor’s U.S. Stores prior to the sale of New Products pursuant to the terms of this Agreement except the products under the Royall product line.

(d)“Licensed Products” shall mean New Products and Existing Products. .

1.03."Net Sales" shall mean Gross Sales less Allowable Deductions. For purposes of the definition of Net Sales in this Section 1.03, notwithstanding anything to the contrary contained in this Agreement, Net Sales shall not include sales to Licensor, including any and all of Licensor’s U.S. Stores, as hereinafter defined, and Paradies Stores, as hereinafter defined.

1.03.1“Gross Sales” shall mean the aggregate of the invoiced amounts of Wholesale Sales, as defined herein, and Ex Factory Sales, as defined herein, for Licensed Products shipped or sold by Licensee or Licensee’s Affiliates (as defined herein) for sale solely in Combined International Distribution Channels.

1.03.2“Allowable Deductions” shall mean: (1) customary trade allowances which may include: (a) term discounts and (b) markdown monies but only in connection with Discontinued Goods (the “Markdown Monies”), (2) taxes paid, (3) freight (to the extent included on an invoice), and (4) returns actually received. No deduction shall be made for any reserves for any Allowable Deductions provided that Licensee may deduct Allowable Deductions only to the extent Allowable Deductions have actually been taken. Customary trade allowances including term discounts (but excluding Markdown Monies) are not to exceed [------------]¹ of Gross Sales in any given annual period. In the event Markdown Monies exceed [---------------]²of Gross Sales in any given annual period, Licensor‘s prior written consent shall be required and any further mark-downs on Discontinued Goods shall also require Licensor’s prior written consent.

¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.1.

² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.2.

3

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1.03.3“Wholesale Sales” shall mean all sales only through the Combined International Distribution Channels of Licensed Products shipped or sold by Licensee or any of Licensee’s Affiliates to a retailer or other entity that sells the Licensed Products directly to consumers.

1.03.4“Ex Factory Sales” shall mean all sales only through the Combined International Distribution Channels of Licensed Products shipped or sold by Licensee or any of Licensee’s Affiliates to any wholesaler or distributor other than Licensee or Licensee’s Affiliates.

1.04.“Territory” shall mean the world.

1.05."Upscale International Distribution Channels” shall be Distributors in the Territory (not including the United States and Puerto Rico) who have been pre-approved by Licensor and who are in the business of distributing upscale or designer Products to only the better department stores and better specialty stores in the Territory whose location, merchandising and overall operations are consistent with the high quality of Licensed Products, the reputation, image and prestige of the Licensed Marks. Better department stores and better specialty stores shall be upscale retail outlets, specialty stores, and department stores that sell not less than five (5) upscale or designer brands, such as Ralph Lauren, Burberry, Chanel, Giorgio Armani and Calvin Klein. Notwithstanding the foregoing, Upscale International Distribution Channels shall not include any of Licensor’s International Stores.

1.06.(a)"Year" shall mean the twelve (12) month period commencing January 1 and ending the following December 31; provided, however, that the “Launch Year” shall commence on the Effective Date and shall terminate on December 31, 2008.

(b)“Accounting Period” shall mean each three (3) month calendar period commencing January l, April l, July l and October 1, respectively, or such shorter period in whichLicensee has rights to distribute Licensed Products hereunder.

(c)"Effective Date" shall mean the date in Section A of this Agreement.

1.07.(a)"Discontinued Goods", “Remaining Discontinued Goods” and “Remaining Inventory” shall mean only those Licensed Products defined in Section 20.01.

1.08.“Guaranteed Minimum Royalty” shall have the meaning set forth in Section 8.01.

1.09.“Retail Price” shall mean actual retail price of each unit of Licensed Products.

4

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.
 

1.09.01 “Initial Retail Price” shall mean the price established by Licensor as the initial retail price to be marked on the relevant Licensed Products in Licensor’s U.S. Retail Stores (as herein defined) as determined in good faith by Licensor with input from Licensee. With respect to Licensee’s concern that it be required to produce and sell products for a price below its actual cost plus a reasonable gross profit based upon Licensee’s historical gross margins, Licensee shall advise Licensor whether or not Licensee is able to produce the relevant Licensed Product at the Initial Retail Price set by Licensor. In the event Licensee has given Licensor such advice, and Licensor and Licensee cannot agree on the Initial Retail Price for any Licensed Product, Licensee shall have no obligation to produce such Licensed Product.

1.10.“Licensor Cost of Goods Purchase Price” shall have the meaning set forth in Section 3.02.

1.11.“Initial Launch” shall mean the first delivery of Licensed Products for sale in Licensor’s U.S. Retail Stores (as herein defined) and Licensor’s U.S. Factory Stores (as herein defined).

1.12.“Paradies” shall mean the Licensor’s licensee for casino resort stores and airport stores in the United States and Canada.

1.13.“Paradies Stores” shall mean stores operated by Paradies in the United States and Canada.

1.14.“Target Sales” shallmeanLicensor’s targeted Ex Factory Sales of Licensed Products through the Combined International Distribution Channels throughout the Territory for each Year as stated in the Business Plan attached hereto and made a part hereof as Exhibit C.

1.15.“Creative” shall mean products, product fragrances (or formulas and formula combinations), concepts, Formulae, product names, product line names, formula/ingredient descriptions, instructions, packaging, bottle and container configurations and colors, 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 the Products. The Creative, other than Formulae, is and shall be deemed to be owned by Licensor.

1.16.“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 Products to be produced. Formulae shall be for the exclusive use of Licensor, but shall not be deemed to be owned by Licensor.

1.17.“Term” shall have the meaning set forth in Section 4.01 hereof.

1.18.“Combined International Distribution Channels” means Duty-Free Channels of Distribution, the Upscale International Distribution Channels and Licensor’s International Stores.

1.19.“Contractor” shall mean any person, firm or company appointed or proposed as a contractor to perform work on behalf of Licensee pursuant to this Agreement, with Licensor’s prior written consent.

5

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1.19.1“Distributor” shall mean a third party other than Licensee or Licensee’s Affiliates utilized by Licensee with the prior written approval of Licensor, for the sole purpose distributing and/or marketing the Licensed Products in the Territory.

1.19.2“Affiliate” shall mean, in the case of Licensor, an entity or person which directly or indirectly controls or is controlled by or is under common control with Licensor, and, in the case of Licensee, shall mean an entity or person which directly or indirectly controls or is controlled by or is under common control with Licensee.

1.20.“Duty-Free Channels of Distribution” means Duty-free, in-flight and cruise ship channels of distribution within and outside the United States.

1.21. “Licensor’s International Stores” means Licensor’s retail or factory stores, shop-in-shops or any other store operating under the Licensed Marks or owned or operated by Licensor, Licensor’s Affiliates, Licensor’s Joint Venture Partners or Licensor’s Other Licensees, other than Licensor’s U.S. Stores and Paradies Stores.

1.22.“Sales Royalty”shall have the meaning set forth in Section 9.01 hereof.

1.22.1.“Ex Factory Sales Royalty” shall have the meaning set forth in Section 9.01 hereof.

1.22.2.“Wholesale Sales Royalty” shall have the meaning set forth in Section 9.01 hereof.

2. GRANT.

2.01.Subject to the terms and conditions of this Agreement and the rights of Licensor’s Affiliates, other licensees (“Other Licensees”) and joint venture partners (“Joint Venture Partners”) as enumerated on Exhibit D-2 herein or pursuant to Third Party Agreements (as defined herein) entered into by Licensor in accordance with Section 19.05 hereof, Licensor hereby grants to Licensee during the Term (as hereinafter defined) the exclusive, non-transferable rights to use each Licensed Mark as a trademark only on and in connection with

(a)the exclusive development, production, and manufacture, at Licensee’s sole cost and expense, of the Licensed Products in the Territory;

(b)the exclusive distribution of Licensed Products for sale solely in (i) Licensor’s retail stores in the United States and Puerto Rico (“Licensor’s U. S. Retail Stores”), (ii) Licensor’s factory stores in the United States and Puerto Rico (“Licensor’s U.S. Factory Stores”) (collectively, the “Licensor’s U.S. Stores”), and (iii) Paradies Stores in the United States and Canada;

(c)the exclusive distribution and sale of the Licensed Products solely for sale through the Duty-Free Channels of Distribution and the Upscale International Distribution Channels in the Territory, provided that in countries where Licensor has Affiliates, Other Licensees or Joint Venture Partners with rights as enumerated on Exhibit D-2 or with rights granted pursuant to Third Party Agreements entered into by Licensor in accordance with Section 19.05 hereof, Licensee shall have the non-exclusive right to distribute and sell Licensed Products through the Duty-Free Channels of Distribution and the Upscale International Distribution Channels in such countries and shall have the exclusive right to distribute and sell Licensed Products to such Affiliates, Other Licensees or Joint Venture Partners;

6

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(d)the non-exclusive advertising and promotion, at Licensee’s sole cost and expense, of the Licensed Products in the Territory;

(e)the non-exclusive distribution and sale of Licensed Products for sale in Licensor’s International Stores in the Territory, provided that in countries where Licensor has Affiliates, Other Licensees or Joint Venture Partners with rights as enumerated on Exhibit D-2 or with rights granted pursuant to Third Party Agreements entered into by Licensor in accordance with Section 19.05 hereof, Licensee shall have the exclusive right to distribute and sell Licensed Products to such Affiliates, Existing Licensees or Joint Venture Partners.

It shall be understood that Paragraphs (a), (b), (c), (d) and (e) of this Section 2.01 shall comprise the “Scope” of the rights granted to Licensee herein. Licensee has no rights to develop, produce, manufacture, distribute, or sell Licensed Products beyond the Scope. Notwithstanding the above, the Scope shall not include any Products not carrying the Licensed Mark, or any other trademark, brand or trade name that may be confusingly similar to the Licensed Marks that is developed by Licensee.

2.02 (a)Licensor reserves all rights to the Licensed Marks including, but not limited to, all uses on the internet, except as specifically granted herein to Licensee and Licensor may exercise such rights at any time. Notwithstanding anything in this Agreement to the contrary, nothing shall be construed to limit Licensor's or its licensee’s rights to use the Licensed Marks on or in connection with the Licensed Products to be presented and sold by Licensor in the Territory as part of its collection and/or in Licensor’s U.S. Stores or in Licensor’s International Stores, its internet website and catalog, provided, however, that Licensor and its Affiliates shall purchase Licensed Products solely from Licensee.

(b)Notwithstanding anything contained in this Agreement, Licensee may not sell Licensed Products through any electronic media (including, but not limited, to television, radio or the internet, the “Unauthorized Distribution Channels”) without Licensor’s prior written approval, which may be withdrawn or rescinded for a commercially reasonable reason. With respect to the unauthorized marketing, advertising, distribution or sale of Licensed Products by retailers through Unauthorized Distribution Channels over which Licensee has no control or participation, Licensee shall: (1) inform Licensor at the very first instance of its awareness of any such retailer’s unauthorized marketing, advertising, distribution or sale of Licensed Products in Unauthorized Distribution Channels; (2) require all its Distributors to submit all advertising, catalog and other sales materials related thereto to Licensor for Licensor’s enforcement action and/or approval; and (3) if necessary, terminate such agent, Contractor, Distributor or retailer for failure to give or submit copies of such materials to Licensor or for failure to comply with Licensor’s directive to discontinue any unauthorized marketing, advertising, distribution or sale of Licensed Products in Unauthorized Distribution Channels. .

2.03Licensee’s rights in the Territory shall be subject to the following:

(a) the restrictions and the rights of Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners enumerated on Exhibit D-2 or rights granted pursuant to Third Party Agreements entered into by Licensor in accordance with Section 19.05 hereof, but solely to the extent set forth in Exhibit D-2 and except as provided in Section 19.05 herein;

7

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)with respect to Licensee’s rights of distribution and sale in the United States, Puerto Rico and Canada, Licensee shall not distribute or sell Licensed Products to stores or other entities other than Licensor’s U.S. Stores and Paradies Stores in the United States and Canada without Licensor’s prior written consent;

(c)if Licensor decides that it shall grant additional distribution rights in the U.S. to distribute or sell Licensed Products to stores or other entities other than Licensor’s U.S. Stores and Paradies Stores in the United States and Canada (the “Additional Rights in the U.S.”), then Licensor shall give Licensee the right of first refusal to be granted such Additional Rights in the U.S.; provided however, that if Licensee does not exercise such right of first refusal to be granted Additional Rights in the U.S. within ninety (90) days, then Licensor shall have the right to grant such Additional Rights in the U.S. to another licensee (the “Non-Inter Parfums Licensee”), and provided further, that if Licensor grants Additional Rights in the U.S. to a Non-Inter Parfums Licensee, such Non-Inter Parfums Licensee shall purchase Licensed Products solely from Licensee; and

(d)Licensee shall not distribute License Products in any country where Licensor has a pending application for registration of a trademark until such application for registration is complete and Licensor’s Licensed Marks are fully registered therein. Moreover, Licensee will not sell Licensed Products in any country where Licensor does not have the Licensed Marks registered or in violation of law. Upon Licensee's written request, Licensor may elect, in its sole and absolute discretion, to grant Licensee permission to distribute Licensed Products in any particular country (or countries) wherein the pending registration has not been completed, subject to the terms and conditions set forth in Section 18 below.

2.04(a)With respect to the restrictions and the rights of Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners enumerated on Exhibit D-2, Licensor covenants and agrees with Licensee that Licensor shall use its commercially reasonable efforts to (i) prohibit all manufacturing of Products by Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners; and (ii) amend or revise such existing agreements for the purpose of removing and prohibiting all manufacturing rights for Products.

(b)If any of Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners manufacture any Products, then

(i)The Ex Factory Sales Targets set forth on Exhibit C for Year 4 and for the cumulative period beginning on the Effective Date until the end of Year 4 shall be reduced by one dollar for each dollar of Products sold by Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners (and if sold in a foreign currency, then the equivalent U.S. dollar value using the exchange rate as published by the Wall Street Journal on the last day of the month during the month in which the Products were sold); and

(ii)Licensee shall received a credit against the Guaranteed Minimum Royalties set forth in Section 8.01 and the Sales Royalty set forth in Section 9.01 by the amount equal to the Sales Royalty that would have been paid on the sale of Products manufactured by Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners, had Licensee made such sales of manufactured Products.

8

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

2.05.All Licensed Products shall bear the Licensed Mark(s), except as hereinafter provided, and no Licensed Product shall be sold or otherwise distributed by Licensee under any trademark other than the Licensed Marks including, without limitation,under a "private label" of Licensee or any customer of Licensee. Licensee shall not use the Licensed Marks on or in connection with the Licensed Products or any other product manufactured from designs neither provided nor approved by Licensor or on Licensed Products distributed by any person or entity, including Licensee, as premiums, promotions, giveaways or fundraisers except as part of Licensee’s Image Plan, as hereinafter defined. Any other use of the Licensed Mark by Licensee or Licensee’s Affiliates shall require the express written consent of Licensor. Licensee shall not use any Licensed Mark as part of its corporate name or any trade name, nor shall Licensee join any name or names with the Licensed Marks so as to form a new mark.

2.06.During the Term, Licensee shall not participate in business transactions which are inconsistent with the purpose of this Agreement or which would have a material adverse effect on Licensee's ability to meet its obligations under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude, prohibit or otherwise restrict Licensee and Licensee’s Affiliates from developing, manufacturing, promoting, marketing, distributing and selling any products not bearing the Licensed Marks.

2.07.In the event of any dispute between Licensee and any other licensee of Licensor in the Territory with respect to the products covered by their respective licenses, Licensor reserves the right, to resolve any such dispute in good faith and within a reasonably feasible time, taking into account the rights of Licensee hereunder and the protection of the Licensed Marks, in a commercially reasonable manner.

3. SALES TO LICENSOR’S U.S. STORES AND PARADIES STORES.

3.01.(a)Licensee, for itself and any of Licensee’s Affiliates, agrees to sell to Licensor, its Affiliates, subsidiaries and Paradies, the Licensed Products. Licensee agrees to use its commercially reasonable efforts to have the Initial Launch on or about November 1, 2008.

(b)Licensor agrees to use commercially reasonable efforts to enable Licensor’s U.S. Factory Stores to carry all core Licensed Products.

3.02.For all approved Licensed Products sold by Licensee to Licensor, other than Licensed Products sold through Combined International Distribution Channels, Licensor shall pay Licensee [-----------------------]³of the Initial Retail Price (“Licensor Cost of Goods Purchase Price”). Notwithstanding anything contained in this Agreement, Licensee shall sell Licensed Products at the same Licensor Cost of Goods Purchase Price to Paradies Stores as sold to Licensor.

³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.3.

9

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

3.03.Licensee shall invoice Licensor upon delivery, FOB Licensor’s distribution center or designated consolidator based on the applicable purchase order, and Licensor shall pay the amounts due and owing to Licensee hereunder within [-----------]⁴ from the date of delivery of Licensed Products by Licensee. In the event of a good faith dispute with regard to a portion of an invoice, Licensor may withhold solely the portion of the payment relating to the disputed portion of the invoice.

3.04.In the event of any conflict between the provisions of this Agreement and a purchase order submitted by Licensor or Paradies, the provisions of this Agreement shall prevail.

3.05.Commencing not less than [-----------]⁵ prior to the Initial Launch and thereafter for each 180 consecutive day period throughout the Term on a monthly rolling basis, Licensor covenants and agrees to provide to Licensee a good faith estimate of the orders for Licensed Products to be required by Licensor for each following
[------------------]⁶ period on a monthly rolling basis (each a “Scheduling Order”), and notwithstanding anything to the contrary contained herein, Licensee shall not be required to fulfill orders for Licensed Products in excess of [-----------------]⁷ of the relevant Scheduling Order within any month of the requisite 180 consecutive day period.

3.06.By no later than three (3) months following the Initial Launch, Licensor is anticipated to be selling in Licensor’s U.S. Retail Stores, a minimum of [----------]⁸ SKUs of the Licensed Products (“Initial SKU Commitment”). If Licensor has not satisfied the Initial SKU Commitment during this three (3) month period, then Licensor shall use its commercially reasonable efforts to promptly increase the presence of the Licensed Products currently being sold through additional exposures and placements in Licensor’s U.S. Retail Stores to attain the same shelf presence that the Initial SKU Commitment would have achieved.

3.07.Upon request of Licensor, Licensee shall supply to Licensor, on a one time basis only and free of any charge to Licensor, no earlier than the time of Initial Launch, Licensed Product samples for solely such Licensed Products that the parties agree in writing require testers, such as fragrances and body lotions (“Product Samples”), consisting of [----------]⁹ items for each SKU, which are to be used by Licensor for promotional, brand-building or and marketing purposes at its discretion, provided that under no circumstances shall Product Samples be sold by or on behalf of Licensor and its Affiliates. At Licensor’s request, Licensee shall provide Licensor with additional Product Samples (such SKUs that the parties agree upon in writing) for promotional and marketing purposes (the “Marketing Products”), at a reduced price of  [---------------------]¹⁰ of the suggested retail price of such Marketing Products in the United States.

⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.4.

⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.5.

⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.6.

⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.7.

⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.8.

⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.9.
¹⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.10.

10

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

3.08.Commencing on the Initial Launch, Licensee shall supply to Licensor free of any charge to Licensor, Licensed Product samples equal to [-----------]¹¹ for each SKU per month for each of Licensor’s U.S. Stores and Paradies Stores (for solely such Licensed Products that the parties agree require testers, such as fragrances and body lotions) each labeled as a “tester” (collectively “Testers”), which are to be used by Licensor solely as in-store testers by employees and customers, and not in any other manner. Under no circumstances shall Testers be sold by or on behalf of Licensor and its Affiliates. Testers shall be agreed upon as part of the Annual Plans.

3.09.At the request of Licensor, Licensee agrees todevelop andsell to Licensor such point-of-sale material (such as vials, bags, displays and counters) as the parties agree in writing, as and when such items may be available, at the purchase price equal to the Licensee’s cost of such point of sale material.

3.10.All goodsshipped to Licensor or its Affiliates must comply in all material respects with the procedures set forth in Licensor’s Guidelines for Domestic Vendors attached hereto and made part hereof as Exhibit G. Notwithstanding the foregoing, no monetary charges, damages or penalties shall be imposed as the result of the violation of any provision of Licensor’s Guidelines for Domestic Vendors except to the extent such violation materially affects Licensor’s ability to conduct its normal business operations. Licensee shall bear the risk of loss for the Licensed Products shipped under this Agreement until the Licensed Products have been delivered to Licensor’s distribution center or Licensor’s designated consolidator based on the applicable purchase order.

3.11.Licensor shall inspect all Licensed Products delivered and any (i) claims for damages or improper quantity shall be made by notice to Licensee within [--------------]¹²of the delivery to Licensor of Licensed Products and (ii) claims for Licensed Products that do not meet Licensor’s specifications and requirements, or that were manufactured in breach of the terms and conditions of this Agreement (“Nonconforming Goods”), shall be made by notice to Licensee within a reasonable time after Licensor’s discovery of such Nonconforming Goods. The failure by Licensor to interpose any such claim within such applicable period shall act as a waiver of any such claims, and such Licensed Products shall be deemed to have been accepted by Licensor. Licensee agrees to provide to Licensor, and Licensor agrees to accept that Licensor's sole remedy for claims made by Licensor for damaged Licensed Products or shortage in the quantity of Licensed Products delivered, will be the replacement of Licensed Products in the same quantity and type for which the Licensor is making such claim.

3.12.All Nonconforming Goods for which a claim is timely made under Section 3.11 above may be returned by Licensor to Licensee at Licensee’s cost; provided however, that Licensor complies with the normal customer return procedures of Licensor, which are detailed in Licensor’s Guidelines for Domestic Vendors attached hereto and made part hereof as Exhibit G. Licensee shall not be entitled to receive any payment for units returned pursuant to this Section and must reimburse Licensor for any amounts already paid for such Nonconforming Goods.

¹¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.11.

¹² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.12.

11

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

4. TERM.

4.01.(a)Unless earlier terminated pursuant to the terms and conditions of this Agreement, the term of this Agreement (the "Term") shall commence on the Effective Date, and shall continue in full force and effect until December 31, 2013, as follows:

Product Design/Launch Year: Effective Date to December 31, 2008

Year 1: January 1 to December 31, 2009

Year 2: January 1 to December 31, 2010

Year 3: January 1 to December 31, 2011

Year 4: January 1 to December 31, 2012

Year 5: January 1 to December 31, 2013

(b)Licensee shall be granted an automatic five (5) year extension term after the expiration of this Agreement commencing on January 1, 2014 until December 31, 2018 (the “Extension Term”), under the terms and conditions applicable to the Extension Term as provided herein and in Exhibit C-2 attached hereto, upon notice from Licensee to Licensor to extend this Agreement which notice shall be given not more than eighteen (18) months but not less than twelve (12) months prior to the expiration of the initial Term, provided, if, and only if, the following conditions are satisfied before any such extension takes effect:

(i)Licensee has achieved the Ex Factory Sales Target set forth on Exhibit C for Year 4 or [----------]¹³ in Ex Factory Sales for the cumulative period beginning on the Effective Date until the end of Year 4; and

(ii)No Event of Default, as hereinafter defined in Section 4.03, exists.

If Licensee fails to fulfill any of the conditions set forth in this Section 4.01, Licensee shall give Licensor written notice of its desire to extend not less than [-------------]¹⁴ prior to the expiration of the initial Term. Within [----------]¹⁵ days from Licensor’s receipt of such notice, Licensor shall have the option to: (1) grant Licensee the Extension Term under the terms and conditions provided herein and in Exhibit C-2 attached hereto; or (2) grant the Extension Term under new terms and conditions to be negotiated and agreed by the parties; or (3) terminate the Agreement as provided herein.

¹³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.13.

¹⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.14.

¹⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.15.

12

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(c)If the Extension Term has been exercised, then Licensor and Licensee agree to negotiate in good faith the terms of a second five (5) year optional extension term not less than six (6) months prior to the expiration of the Extension Term.

(d)“Term” shall also be deemed to include the Extension Term if either or both of the Extension Term or the second five (5) year optional extension has been granted and the context of this Agreement so indicates.

4.02.Time is of the essence with respect to all payments of Guaranteed Minimum Royalty or Sales Royalty hereunder. If Licensee should fail to make any payment in full of any Guaranteed Minimum Royalty or Sales Royalty within five (5) business days when due, (i) Licensee shall pay interest on such unpaid sum from and including the date such payment becomes due until the date of payment in full at a rate equal to the prime rate prevailing in New York, New York at Citibank, N. A., from time to time during the period of such delinquency, plus [-------------]¹⁶,not to exceed the maximum allowed by law and (ii) if such default should continue uncured for a period of five (5) business days after notice to Licensee that such five (5) business days has elapsed without payment, then such failure shall constitute an Event of Default..

4.03Any of the following events shall constitute an “Event of Default”:

(a)Licensee fails to pay the Guaranteed Minimum Royalty or Sales Royalty as set forth in Section 4.02;

(b)Licensee commits any material breach of this Agreement which is not capable of remedy;

(c)Licensee commits any material breach of this Agreement which is capable of remedy and fails to remedy such breach within [-------------]¹⁷ of Licensor’s written notice to Licensee of the breach or if such cure cannot be reasonably be effected within such [----------------]¹⁸period, substantial efforts have not been expended by Licensee or Licensee’s Guarantor with reasonable prospects for a cure within a commercially reasonable time. Notwithstanding the foregoing, if Licensee conducts its business hereunder in a manner which requires Licensor to give more than [---------------]¹⁹notices for a material breach in any consecutive [------------------]²⁰period pursuant to this Section 4.03 to obtain Licensee's compliance with this Agreement, then Licensor may elect to refuse to permit Licensee to cure such material breach; or;

¹⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.16.

¹⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.17.

¹⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.18.

¹⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.19.

²⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.20.

13

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(d)If Licensee should fail to perform any of the other terms, conditions, agreements or covenants it is obligated to perform hereunder which is curable within [-------------]²¹but continues uncured for a period of [----------------]²² after Licensor gives Licensee written notice, or if said breach is curable but not within [------------------]²³and all reasonable steps necessary to cure have not been taken within said [-------------]²⁴or Licensee is not diligently taking all steps necessary to cure said breach as promptly as practicable. Notwithstanding the foregoing, a series of otherwise non-material breaches, whether curable or not, could under the appropriate facts and circumstances, rise to the level where such failures taken in the aggregate could be deemed to materially adversely affect the business of Licensor, the Licensed Marks or the ability of Licensee to carry out the spirit and intent of this Agreement, which could then be considered an Event of Default; or

(e) Licensee or any Licensee Affiliate directly or indirectly opposes (or assists any third party to oppose) the registration or renewal of any of the Licensed Marks, design and/or patent or any trademark, design and/or patent application or renewal of Licensor; or

(f)Licensee or any Licensee Affiliate itself registers or disputes or directly or indirectly assists any third party to dispute the validity of any of the Licensed Marks, design and/or patent of Licensor; or

(g)If Licensee commences or becomes the subject of any case or proceeding under any applicable federal, state or foreign bankruptcy laws or if a court appoints a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for Licensee and any such involuntary proceeding or appointment is not discharged within [------------------]²⁵; or

(h)If Licensee should default on any material obligation which is secured by a security interest in any Licensed Product, and such default is not cured within the applicable cure time, if any; or

(i)At any time after Year 1,if Licensee shall have failed to continue the manufacture and sale of any Licensed Products in commercial quantities for a period longer than [---------------]²⁶; or

(j) Upon the happening of a Transfer Transaction, as defined in Section 4.05.

4.04.Upon an Event of Default, then Licensor may, upon written notice to Licensee:

(a)immediately terminate this Agreement in its entirety; or

²¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.21.

²² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.22.

²³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.23.

²⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.24.

²⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.25.

²⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.26.

14

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)immediately terminate the Agreement as to one or all of the Products; or

(c)inform Licensee that Licensor is considering terminating the Agreement, and at any time during the [---------------]²⁷following such notice, give Licensee not fewer than [----------------]²⁸notice of the day when the Agreement shall terminate, in whole or in part.

4.05 A "Transfer Transaction" will be deemed to have occurred if, (a) Licensee sells or otherwise disposes of a controlling interest in its business or assets to a third party including, without limitation, through a sale of stock (it being agreed that expiration or termination of any contracts now or hereafter existing of Licensee shall not be deemed to be a Transfer Transaction), (b) operating control of Licensee is transferred (if then-current management of Licensee is changed or no longer is involved directly in the day-to-day (executive) supervision of Licensee's performance under this Agreement, provided, however, that nothing in this Section 4.05 shall be deemed to prohibit the hiring, termination or reassignment of personnel or realignment, reassignment or allocation of personnel duties in the sole discretion of Licensee), or (c) Licensee takes any action which is prohibited pursuant to Section 16.01 below.

5. CONFIDENTIALITY; SECURITES DISCLOSURE.

5.01.Licensee acknowledges that all information relating to the business and operations of Licensor which it acquires, learns or will learn during the Term, all special design concepts which Licensor provides and has provided to it and all Creative, Formulae, prototypes and product concepts including, without limitation, coloration, fabrication, packaging and sourcing information and identification of manufacturing contractors (the "Licensor Confidential Information")received by it from Licensor or approved by Licensor which are not commonly or currently known in the marketplace are valuable property of Licensor. Licensee acknowledges the need to preserve the confidentiality and secrecy of such Licensor Confidential Information and agrees that, during the Term and after the expiration or other termination hereof, it shall not use or disclose same, except to the extent expressly provided herein, and it shall take all necessary steps to ensure that use of Licensor Confidential Information by it, by Licensee’s Affiliates or by its Contractors, Distributors and suppliers (which use shall be solely as necessary for, and in connection with, the manufacture, distribution, sale, advertising and promotion of Licensed Products) shall preserve such confidentiality and secrecy in all respects. Licensee hereby indemnifies Licensor against any and all damage of any kind which may be suffered by Licensor as a result of any breach by Licensee, by Licensee’s Affiliates or any of its agents and/or Contractors, Distributors and suppliers of the provisions of this Section. The provisions of this Section and Licensee's obligations hereunder shall survive the expiration or termination of the Term. Notwithstanding the foregoing, Licensor Confidential Information shall not include the following:

(a)information that at the time of receipt by Licensee was already known to Licensee;

²⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.27.

²⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.28.

15

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)information that at any time is received by Licenee or any of Licensee’s Affiliates from a third party, which was lawfully in possession of the same and had the right to disclose the same; and

(c)information that as of the date of receipt by Licensee is in the public domain or subsequently enters the public domain without fault on the part of Licensee or Licensee’s Affiliates; or

(d)is disclosed pursuant to compulsory process, or federal, state or local governmental requirement after Licensee has notified Licensor of such compulsory process or governmental requirement, and Licensor has had the opportunity to obtain a protective order or confidential treatment agreement with provisions equivalent to the provisions of this Agreement.

5.02. Licensor and Licensee shall mutually agree upon the content and distribution of a joint press release to be issued upon execution of this Agreement, as well as public disclosure on the Current Report on Form 8-K. Licensor acknowledges that Licensee’s parent, Inter Parfums, Inc., is a publicly held company with its Common Stock traded on The Nasdaq Global Select Market and is subject to reporting requirements of the United States federal securities laws, and its subsidary, Inter Parfums, S.A. has its shares traded on the Euronext, and is subject to its reporting requirements. Nothing in the Agreement shall prohibit the disclosure as may be required of Inter Parfums, Inc. under such securities laws.

5.03.Subject to the provisions of Section 5.02 above, without the prior written consent of the other party, either party will not, and will direct its directors, officers, employees, Affiliates and representatives not to, disclose to any person that this Agreement exists, that any information has been made available or any opinion or view with respect to the other party or any information relating to the other party.

5.04Licensor and its Affiliates shall not purchase or sell the securities of Inter Parfums, Inc., its indirect subsidiary, Inter Parfums, S.A., or communicate material non-public information relating to Inter Parfums, Inc. or Inter Parfums, S.A. to any other person under circumstances under which it is reasonably foreseeable that such person is likely to purchase or sell the securities of Inter Parfums, Inc. or Inter Parfums, S.A. if such persons were to be in possession of material non-public information.

MANUFACTURE OF LICENSED PRODUCTS AND QUALITY CONTROL.

6.01.The contents and workmanship of Licensed Products (including all Creative and Formulae) shall at all times be of the highest quality and Licensed Products shall be distributed, offered for sale and sold with packaging and sales promotion materials appropriate for highest quality Products and consistent with Licensor’s standing and reputation in the retail industry and with the public as a first-rate retail firm, all with Licensor’s prior approval.

6.02.Licensee is solely responsible for selecting and managing all Contractors that perform services for Licensee pursuant to this Agreement. Licensee, however, must be sure that all such Contractors who are involved or provide services in connection with product design, package design, overall creative marketing and visual display (i.e., Licensee’s primary creative agencies, not Distributors’ agencies who are focused on adapting creative images for their markets) or final filling and manufacturing processes, are approved in writing by Licensor (“Approved Contractor”) prior to their performance of any such services. Licensor’s approval of any Approved Contractors shall in no way diminish Licensee’s obligations under this Agreement. Licensee shall remain responsible and liable to Licensor for all obligations hereunder including, but not limited to, those undertaken by an Approved Contractor. Approved Contractors may not subcontract the development, production, manufacture or distribution of any Licensed Products except to Approved Contractors who have been approved to provide such services for such Licensed Products. Licensor shall have no legal or financial liability to any Contractors or subcontractors of Licensee.

16

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

6.03.Licensee shall be responsible, at its sole cost and expense, for development of product concepts, Formulae, other Creative and all other aspects of actual or proposed Licensed Products, for making all samples and all aspects of the manufacture and safety in compliance with applicable law.

6.04.On an annual basis, Licensee (with Licensor’s collaboration in Licensor’s sole discretion) shall prepare a product development plan for the next calendar year (each an “Annual Plan”). The Annual Plan shall set forth descriptions of the Licensed Products Licensee plans to develop (including a description of each SKU), and a timeline for the development of each of these products, all subject to Licensor’s prior written approval.

6.05.Licensee shall, at its expense, create, develop and manufacture the Licensed Products, which shall be subject to the prior written approval of Licensor, in its sole discretion, and Licensee shall provide written notice to Licensor at each stage of production, as follows:

· Product concept,

· bottle or container design and styling,

· development and choice of Personal Care Products or Home Fragrance Products,

· development and choice of packaging, and

· choice of the product name.

6.06.Licensor shall have [--------------]²⁹from the date of Licensor’s receipt of the submission by Licensee of a matter for approval to either approve or reject such matter. Licensor acknowledges that in connection with the development of the Licensed Products, time deadlines are extremely important at each stage of development. Accordingly, if Licensor fails to respond within the aforementioned [------------------]³⁰approval period, then such submission for approval will be deemed disapproved and Licensee shall resubmit such submission to Licensor. If Licensor does not respond within [-------------]³¹from Licensor’s receipt of Licensee’s second submission for approval, Licensor shall be deemed to have provided its approval for such matter submitted for Licensor’s approval.

²⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.29.

³⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.30.

³¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.31.

17

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

6.07.At Licensor’s sole discretion, and at Licensor’s expense, Licensor may use quantitative means (such as focus groups or other consumer oriented tests) to evaluate the variations and select the most appropriate variations for further refinement and/or development. Licensor shall not, however, be bound by the results of any such concept testing.

6.08.Licensee shall ensure that all prototypes submitted for approval must adhere to the legal requirements in territories in which manufacturing and distribution of Licensed Products are anticipated to occur and any territories from which components or ingredients thereof may be obtained.

6.09.Licensor, at is sole cost and expense, shall ensure that it has secured all intellectual property rights in the Licensed Marks (including but not limited to, any new brand names and trademarks, whether developed by Licensor or Licensee) and Licensee shall ensure that it has secured all other legal requirements in Licensed Products such that the Licensed Products may freely be manufactured, distributed, marketed or sold in the Territory.

6.10.Licensor shall give Licensee sufficient advance notice of the countries within the Territory where Licensed Products are presently sold and intended to be sold in order to permit Licensee to comply with the applicable law of each such country. Licensee must adhere to any special ingredient restrictions, shelf-life requirements, labeling requirements and all other legal requirements for each such country within the Territory. Licensee will not sell Licensed Products in any country where Licensor does not have the Licensed Marks registered or where Licensor has a pending application for registration for the Licensed Marks or in violation of law, unless allowed by law.

6.11(a)It is specifically understood and agreed that Licensor's decision to give its approval pursuant to this Agreement may be based solely on Licensor's subjective standards and may be withheld in Licensor's sole and absolute discretion; provided however, that approvals, once given, may be withdrawn within [--------------]³²  from over-all program approval with an objectively identified good faith, commercially reasonable basis, and not in the unreasonable discretion of the Licensor provided however, that if such approval once given, is withdrawn without an objectively identified good faith, commercially reasonable basis, then Licensor shall reimburse Licensee the actual cost that may have been incurred by Licensee, if any, in respect of the items for which approval was withdrawn and for which Licensee has presented reasonable supporting documentation, within [-----------------]³³of the presentation of such costs to Licensor. For instance, Licensor’s right, in its sole discretion, to disapprove or withdraw its approval shall include, but not be limited to, Licensor’s right to revoke its approval for any material, packaging and/or contents of a Licensed Product because its source of origin may be from the unethical treatment of animals. Licensor agrees that, if it withdraws a previously provided approval after [--------------------]³⁴from the time Licensor gave its overall program approval, with an objectively identified commercially reasonable basis therefor, the relevant Licensed Products that may be affected by the withdrawal of Licensor’s approval shall be considered Discontinued Goods and shall be subject to the provisions of Section 20.01.

³² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.32.

³³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.33.

³⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.34.

18

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b) Licensor shall have the right to approve any and all elements of the Licensed Products including but not limited to: (i) aroma, (ii) concept, (iii) Formula, (iv) Creative, (v) packaging materials, (vi) quality, (vii) design, (viii) materials (including the ingredients, pattern, color, composition and weight thereof), (ix) packaging, (x) the elements of the Licensed Marks to be used therewith, and (xi) the combinations and manner of use of such Licensed Marks (including, where relevant, the location, juxtaposition and size of any Licensed Marks appearing thereon). Licensor also reserves the right to approve and confirm that such Licensed Products conform with the relevant samples and/or specifications pre-approved by Licensor in writing in all respects. Licensor’s approval is understood to be specific to the Licensed Products for which such approval is given, unless otherwise specified by Licensor in writing.

(c)Before Licensee makes any change to any aspect of the development, manufacture, production or distribution of a Licensed Product (including any changes to Creative therefor), Licensee must submit to Licensor a complete description of the change and the reason for the change. Licensor, in its sole discretion, will approve or reject such submission.

6.12.Notwithstanding the last sentence of Section 6.11(a) above, if Licensor requests Licensee to change a Licensed Product in order to comply with regulatory or legal requirements, then Licensee shall comply with the request and will develop, produce, manufacture and distribute conforming Licensed Product at Licensee’s sole cost and expense within [-----------]³⁵of Licensor’s request. However, in the event any of the Licensed Products need to be recalled for failure to comply with regulatory or legal requirements, Licensee shall use its commercially reasonable efforts to remove such Licensed Products from all points of sale within [--------------]³⁶from the date Licensee receives notice of such nonconforming condition unless a shorter period is required by law.

6.13.(a)Each Licensed Product shall be manufactured, packaged, labeled, sold and distributed in accordance with all applicable national, state, provincial, local or other laws and regulations as well as the “Work Place Code of Conduct” as shown on Exhibit E attached hereto and made a part hereof. Licensor's approval of any sample shall not be construed to mean that Licensor has determined that the sample conforms to the laws or regulations of any jurisdiction referred to above. All Approved Contractors shall comply with the Work Place Code of Conduct. Notwithstanding anything to the contrary contained in the Work Place Code of Conduct, Licensor shall not have the right to terminate this Agreement as the result of a breach of the Work Place Code of Conduct unless such breach remains uncured after [------------]³⁷from the time Licensee receives notice of such breach. Any breach of either this Agreement or the Work Place Code of Conduct by one of Licensee’s Contractors shall be deemed a breach by Licensee, provided, however, that notwithstanding the last paragraph of the Work Place Code of Conduct, Licensee shall be permitted to cure such breach within the grace period provided in this Section 6.13 by taking appropriate corrective action with the breaching Contractor, up to and including termination of such Contractor.

³⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.35.

³⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.36.

³⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.37.

19

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Licensee shall display, including, without limitation, on all tags, labels and packaging for each Licensed Product and all business documents, advertising, promotional, publicity and exploitation material relating to it, any Licensed Mark only in such form and manner as is specifically approved by Licensor and its legal counsel. Licensee also shall cause to appear on all such items, such legends, markings and notices as either may be required by any law or regulation in the Territory or as Licensor reasonably may request including, without limitation, such legends, markings or notices, which may include Licensee's trade name or trademark, necessary to inform consumers that the Licensed Products are manufactured and/or distributed by Licensee. Licensee will acquire no proprietary rights in the Licensed Marks by virtue of such use.

6.14.(a)Licensor also shall have the right, upon reasonable advance notice to Licensee, to inspect the manufacturing process for each Licensed Product produced under this Agreement at whatever place or places they may be manufactured.

(b)Notwithstanding any contrary provision herein, if, at any time, any production of Licensed Product is disapproved by Licensor on the grounds that such sample does not conform to the approved preproduction sample and approved related range as presented to Licensor by Licensee or Licensor’s standards, Licensor shall so advise Licensee and, upon Licensee's receipt of such advice by written notice, approval with respect to that Licensed Product shall be deemed revoked. Thereafter, Licensee shall not manufacture or release such disapproved Licensed Product for public distribution until a new approval has been given for that Licensed Product.

7. ADVERTISING.

7.01.(a)In recognition of the importance of consumer advertising in developing and projecting the image of the Licensed Marks and in enhancing the sales of Licensed Products, Licensee, in conjunction with Licensor, will develop a program for all Licensed Products bearing the Licensed Marks for distribution and sales of License Products outside of the United States (the "Image Program").Licensor shall have the right to pre-approve, in accordance with section 7.03 (f) below, any and all aspects of the Image Program and any other advertising and promotion that is outside the Image Program, if any, shall require Licensor’s prior written approval at all times. In line with the foregoing, Licensee shall submit to Licensor for its review a detailed one year advertising and marketing plan (the “Annual Marketing Plan”) at least [----------------]³⁸before the beginning of each Year showing the budget for advertising and marketing expenditures for each country in the Territory. Furthermore, approximately every [-----------------]³⁹, Licensee agrees to conduct a review and status update meeting with Licensor, at which meeting Licensee will submit to Licensor a status report on the Annual Marketing Plan,

(b)As part of the Image Program, Licensor and Licensee shall jointly develop a set of guidelines (the “Marketing Guidelines”) which Licensee shall furnish to its Affiliates, Distributors, Contractors, and/or other business partners as needed who wish to participate in the Image Program and Licensee shall use reasonable commercial efforts to ensure its Affiliates, Distributors, Contractors and/or other business partners adhere to the Marketing Guidelines.

³⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.38.

³⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.39.

20

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

7.02 (a)In connection with the Image Program to be conducted by Licensee pursuant to Section 7.01(a) above, Licensee agrees that Licensee and its Distributors in the aggregate shall commit to spend in each Year an amount equal to [---------------]⁴⁰of Net Sales (the "Marketing Fund"), provided however, that the Marketing Fund shall never be less than the greater of (i) the minimum marketing fund amount as enumerated on Exhibits C and C-2, respectively, or (ii) [--------------]⁴¹of the prior year’s Net Sales except that for the Year 2010, the Marketing Fund shall never be less than the minimum marketing fund amount as enumerated on Exhibit C (the “Minimum Marketing Fund”).

(b)Licensee’s costs or expenditures for participation in trade shows and/or for any other sales-related expenses including, but not limited to, slotting fees, trade advertising, showroom costs, sales samples, as well as travel and entertainment expenses, shall not be charged to the Marketing Fund.

7.03 (a) The Marketing Fund shall be computed annually at the time Licensee renders the statement of its Chief Financial Officer in accordance with Section 10.02 hereunder. In the event the Marketing Fund is more than the Minimum Marketing Fund for any given Year during the Term or any Year during any Extension Term, if applicable, then in such event, the difference between the Marketing Fund and the Minimum Marketing Fund for such Year, but solely to the extent that the Marketing Fund has not actually been expended by Licensee and its Distributors (the “Marketing Shortfall”), shall be added to the Marketing Fund commitment for the next Year (the “Carryover Year”). Further, both the Marketing Fund due for the Carryover Year and any Marketing Shortfall from the prior Year shall be expended by Licensee and its Distributors in conjunction with the Image Program by the end of the Carryover Year.

(b)If Licensee and its Distributors fail to spend the Minimum Marketing Fund for any Year, or the Marketing Shortfall, if any, from the prior Year during any Carryover Year, then within [-------------]⁴²of either notice from Licensor or the date of an annual Operating Report that sets forth the failure to spend the Minimum Marketing Fund for any Year, or the Marketing Shortfall, if any, from the prior Year during any Carryover Year, Licensee shall spend such deficiency. The failure of Licensee to spend such deficiency within such [----------------]⁴³period shall be deemed a material breach of this Agreement.

⁴⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.40.

⁴¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.41.

⁴² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.42.

⁴³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.43.

21

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(c)In the event there exists a Marketing Shortfall in the last Year of the Term or in the last Year of any Extension Term, if applicable, and Licensor has determined to continue in the business of selling Products, then Licensee shall be responsible to pay Licensor only [-------------]⁴⁴ of such Marketing Shortfall within
[--------------]⁴⁵after the expiration or termination of the Term, or the Extension Term, as may be the case.

(d)If Licensor determines not to continue selling Products after the Term or the Extension Term, if any, then notwithstanding anything to the contrary in this Agreement, Licensor agrees to waive Licensee’s Marketing Fund commitment for the last Year of the Term or any Extension Term, provided, however, that if there exists a Marketing Shortfall as of the first date of the final Year, then Licensee shall be responsible to pay Licensor only [----------]⁴⁶of such Marketing Shortfall within [--------------]⁴⁷after the expiration or termination of the Term, or the Extension Term, as may be the case, but only to the extent that the Marketing Shortfall was not actually expended during the final Year by Licensee and its Distributors.

(e)All Licensed Products sold through the Licensor’s International Stores including any Paradies Stores in Canada will be given priority for in-store marketing, advertising and promotional activities (provided such stores participate in such programs), with the intent to have Licensor’s International Stores serve as the flagship locations for the Licensed Products. Licensee shall use its efforts to have Licensee’s Distributors supply, free of any charge, Licensed Product testers equal to one unit for each SKU that requires testers per month for each of Licensor’s International Stores.

(f)Licensor shall have [---------------]⁴⁸from the date Licensor’s receipt of the submission by Licensee of a matter for approval required in this Section 7 to either approve or reject such matter. Licensor acknowledges that in connection with the marketing of the Licensed Products, time deadlines are extremely important at each stage of a marketing program. Accordingly, if Licensor fails to respond within the aforementioned [--------------]⁴⁹approval period, then such submission for approval will be deemed disapproved and Licensee shall resubmit such submission to Licensor. If Licensor does not respond within [----------------]⁵⁰from Licensor’s receipt of Licensee’s second submission for approval, Licensor shall be deemed to have provided its approval for such matter submitted for Licensor’s approval.

7.04.At all times during the Term, Licensee shall employ a Marketing and Sales Manager approved by Licensor who shall devote a substantial portion of his or her time to the marketing and sale of the Licensed Products. Licensee shall maintain a network of Distributors that is, and will continue to be, an adequate sales force for the Licensed Products throughout the Territory.

⁴⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.44.

⁴⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.45

⁴⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.46.

⁴⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.47.

⁴⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.48.

⁴⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.49.

⁵⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.50.

22

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

7.05.For clarification, Licensor acknowledges that Licensee has retained representatives and/or Distributors who show the Licensed Products to customers throughout the Territory. Licensee hereby expressly agrees to inform its representatives and Distributors of the foregoing and acknowledges that the acts of said representatives and Distributors shall be deemed Licensee's acts for all purposes hereunder.

7.06.Licensee shall use reasonable commercial efforts to furnish to Licensor copies (tear sheets) of all marketing, advertising, and promotional materials that make use of the Licensed Marks. Licensee shall further use reasonable commercial efforts to provide these materials to Licensor as soon as it receives or becomes aware of such materials.

8. GUARANTEED MINIMUM ROYALTY AND GUARANTEED MINIMUM SALES.

8.01.In consideration of the license granted by Licensor hereunder, during the Term, Licensee shall pay the Licensor a Guaranteed Minimum Royalty in the amount of [---------]⁵¹for Year 1 (2009), [------------]⁵²for Year 2 (2010), [-----------]⁵³for Year 3 (2011), [----------]⁵⁴for Year 4 (2012), and [---------]⁵⁵for Year 5 (2013).

8.02.The Guaranteed Minimum Royalty hereunder shall be paid in accordance with Section 9.02.

8.03.The Guaranteed Minimum Royalty paid for each Year is non-refundable but shall be credited against and recouped from the Sales Royalty otherwise payable for that Year only, as provided in Section 9.01 below and shall at no time be carried over from one Year to the next.

8.04.In the event Licensee fulfills all of the conditions necessary for an automatic extension of the Term as enumerated in Section 3.01, Licensee shall pay to the Licensor for each year during the Extension Term a Guaranteed Minimum Royalty in the amount which is the greater of: (1) [------------]⁵⁶of the prior year’s actual Sales Royalty, or (2) the following amounts corresponding to each year of the Extension Term as follows:

⁵¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.51.

⁵² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.52.

⁵³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.53.

⁵⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.54.

⁵⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.55.

⁵⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.56.

23

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

January 1 to December 31, 2014: [---------]⁵⁷

January 1 to December 31, 2015: [---------]⁵⁸

January 1 to December 31, 2016: [---------]⁵⁹

January 1 to December 31, 2017: [---------]⁶⁰

January 1 to December 31, 2018: [---------]⁶¹

8.05Licensee may satisfy its obligation to reach the Guaranteed Minimum Royalties set forth above with Wholesale Sales and Ex Factory Sales of Licensed Products, provided that Licensee will not receive credit against Guaranteed Minimum Royalties for (a) sales to Licensor’s U.S. Stores, and (b) Paradies Stores.

9. SALES ROYALTY.

9.01.In consideration of the license granted by Licensor hereunder, Licensee shall pay to Licensor for all Net Sales occurring from Effective Date until December 31, 2011, a sales royalty equal to: (1) [---------]⁶² of all net Wholesale Sales (the “Wholesale Sales Royalty”) and (2) [---------]⁶³of all net Ex Factory Sales (the “Ex Factory Sales Royalty”), provided that for all Net Sales occurring after December 31, 2011 until December 31, 2013 and throughout the Extension Term ending on December 31, 2018, if applicable, the Wholesale Sales Royalty shall be equal to [---------]⁶⁴of all net Wholesale Sales and the Ex Factory Sales Royalty shall be equal to [---------]⁶⁵of all net Ex Factory Sales (the Wholesale Sales Royalty and the Ex Factory Sales Royalty together shall be the “Sales Royalty”).

9.02.Licensee shall account for and pay the Sales Royalty to Licensor for each Accounting Period within [---------]⁶⁶from the last business day of each Accounting Period throughout the Term or any Extension Term, if applicable, which shall be the greater of: (1) [----------]⁶⁷of the Guaranteed Minimum Royalty or (2) the actual Sales Royalty computed on the basis of Net Sales during the Accounting Period; provided, however, that for each Year, the aggregate of Accounting Period payments will equal the greater of (1) the Guaranteed Minimum Royalty or (2) the actual Sales Royalty computed on the basis of Net Sales during the Year.

⁵⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.57.

⁵⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.58.

⁵⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.59.

⁶⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.60.

⁶¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.61.

⁶² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.62.

⁶³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.63.

⁶⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.64.

⁶⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.65.

⁶⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.66.

⁶⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.67.

24

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

9.03.No payment of Sales Royalty for any Year in excess of the amount of Guaranteed Minimum Royalty for the same Year shall reduce the total Guaranteed Minimum Royalty due to Licensor for any other Year.

10. ACCOUNTINGS.

10.01.Licensee shall deliver to Licensor at the time each Sales Royalty payment is due, a statement in a form reasonably acceptable to Licensor, signed and certified as accurate by a duly authorized officer of Licensee, indicating in the aggregate (a) the Gross Sales of all Licensed Products shipped during the period covered by such Sales Royalty statement, (b) the amount of Allowable Deductions (if any) actually taken, (c) the Net Sales, (i) showing separately by Ex-Factory Sales and Wholesale Sales and (ii) the amount of sales to Licensor of Discontinued Goods and Remaining Discontinued Goods, if any, (d) a computation of the amount of Sales Royalty earned hereunder for said Accounting Period and for the current Year and (e) showing separately the amount of any Guaranteed Minimum Royalty due and payable and the Sales Royalty due and payable for such Accounting Period. Such statement shall be furnished to Licensor irrespective of the quantity of Licensed Products that have been sold during the Accounting Period for which such statement is due.

10.01.1 Licensee shall also deliver to Licensor quarterly and annual operating reports containing the items enumerated on Exhibit H (the “Operating Reports”). The Operating Reports shall be in a form reasonably acceptable to Licensor, signed and certified as true and accurate in all material respects by a duly authorized officer of Licensee. Licensor intends that these Operating Reports shall be the basis for its periodic business-review meetings with Licensee.

10.02.Within [---------]⁶⁸ following the end of the most recently completed Year, Licensee shall deliver to Licensor, a statement signed by its chief financial officer relating to such Year, setting forth the information required to be submitted by Licensee in accordance with Sections 10.01 and the annual Operating Reports required under Section 10.01.1 above, together with the amout of the Marketing Fund actually expended, and certifying that such information is true and accurate in all material respects.

10.02.1Concurrently with the execution of this Agreement, Inter Parfums, Inc., the direct parent, of Licensee, with an address at 551 Fifth Avenue, New York, NY 10176 (the “Guarantor”), shall execute a Guarantee in favor of Licensor, which guarantees the performance of all of Licensee’s obligations under this Agreement. The parties hereto agree that upon a default under the Guarantee by the Guarantor, the Licensee shall be deemed to be in default under this Agreement and Licensor may terminate this Agreement immediately without prejudice to any other rights available to it hereunder. A copy of the Guarantee, which the parties agree shall not be modified without the express consent of Licensor in writing is attached hereto as Exhibit F.

⁶⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.68.

25

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

10.03.Receipt or acceptance by Licensor of any of the statements furnished, or of any sums paid, pursuant to this Agreement shall not preclude Licensor from questioning their correctness at any time. If Licensee or Licensor should fail to make any payment in full within [---------------]⁶⁹when due hereunder, such party shall pay interest on such unpaid sum from and including the date such payment becomes due until the date of payment in full at a rate equal to the prime rate prevailing in New York, New York at Citibank, N. A., from time to time during the period of such delinquency, [-------------]⁷⁰, not to exceed the maximum allowed by law.

10.04.(a)Licensee shall maintain appropriate books of account in the United States in which accurate entries shall be made concerning all transactions within the scope of this Agreement. For a period of [-------------]⁷¹after the end of a Year of the Term, Licensor shall have the right, through any of its employees or other authorized representative of its choice, upon reasonable advance notice to Licensee, to examine and copy all or part of these books of account and all other records, documents and material in the possession or under the control of Licensee with respect to the subject matter of this Agreement, provided Licensor conducts such examination without undue interference or disruption of Licensee’s business.

(b)If Licensee's payment or aggregate of payments for any period covered by an audit of Licensee's books and records was less than the amount which should have been paid by a sum equal to [----------]⁷²or more, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made to eliminate any discrepancy revealed by said audit within [----------]⁷³after Licensor's demand therefor, plus interest at the prime rate prevailing from time to time in New York, New York at Citibank, N.A., [---------]⁷⁴, not to exceed the maximum allowed by law, on such unpaid royalties from the date(s) said royalties were originally due and payable.

(c)All books of account and records shall be kept available by Licensee for [--------------]⁷⁵after the end of each Year of the Term.

11. INTELLECTUAL PROPERTY.

11.01.(a)Licensee shall not question or otherwise challenge, either directly or indirectly, during the Term or after the termination or expiration of the Term, Licensor's ownership of and rights in the Licensed Marks, the Creative, the Formulae (to the extent they may exist), the validity of this Agreement or the validity of any registration or application for registration by Licensor of the Licensed Marks or any other intellectual property rights relating to the Licensed Products. Any and all goodwill and other rights which attach to or arise in connection with the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor and shall remain vested therein. Licensee shall at any time, whether during or after the Term, execute any documents required by Licensor to confirm Licensor's ownership of the Licensed Marks, the Creative, or to record Licensee as a licensee or registered user of the Licensed Marks; provided, however, that in the event of any ambiguity or conflict between any provision of any such document and any provision of this Agreement, this Agreement shall prevail.

⁶⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.69.

⁷⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.70.

⁷¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.71.

⁷² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.72.

⁷³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.73.

⁷⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.74.

⁷⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.75.

26

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Licensee shall use the Licensed Marks strictly in compliance with all applicable legal requirements. Licensee shall not, at any time, do or suffer to be done any act or thing which may in any way adversely affect any rights in and to the Licensed Marks or any registrations thereof or which, directly or indirectly, may reduce the value of the Licensed Marks or detract from their reputation. Licensee shall not, and shall cause its customers to not, sell, advertise, promote or exploit Licensed Products in a manner that may reduce the value of the Licensed Marks or detract from their reputations.

11.02.It is understood and agreed that nothing in this Agreement will be deemed in any way to constitute an assignment by Licensor of the Licensed Marks or of any rights therein, or to give Licensee any right, title or interest in and to the Licensed Marks (except the right to make use thereof as herein provided).

11.03.If Licensee learns of any use by any person of any trademark, trade name or logo which it believes is confusingly similar to any Licensed Mark, it shall notify Licensor promptly and, if requested by Licensor, shall join with Licensor at Licensor's expense, in such action as Licensor in its discretion may deem advisable. The proceeds of any settlement of or recovery from any such action and any non-monetary rights obtained as a result of any such action shall belong entirely to Licensor. Licensee shall have no right to take any action with respect to any Licensed Mark without Licensor's prior written approval.

11.04.Any copyright, industrial design right, or design patent which may be created in any sketch, design, Creative, advertising, packaging, label, tag or the like (hereinafter, collectively, "Materials")designed or approved by Licensor in connection with Licensed Products shall be the property of Licensor. Licensee shall not, at any time, do or suffer to be done any act or thing which may adversely affect any rights of Licensor in the Materials including, without limitation, filing any application in its name to record any claims to copyrights or design patents in Licensed Products and, upon Licensor's request, shall do all things of a ministerial nature reasonably required by Licensor to preserve and protect said rights including, without limitation, placing an appropriate copyright or industrial design right notice on all Licensed Products and the Materials therefor.

12. INDEMNIFICATION; INSURANCE.

12.01.Licensee will indemnify and hold Licensor, its Affiliates and its agents harmless from and against any claim, suit, loss, damage, injuries or expense (including reasonable attorneys' fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with Licensee's performance of this Agreement including, without limitation, on account of any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any national, state, provincial, local or other law or regulation or otherwise. Licensor shall give Licensee prompt notice of any such claim or suit. The provisions of this Section and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement.

27

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

12.02.Licensor will indemnify and hold Licensee and Licensee’s Affiliates harmless from any claim, suit, loss, damage or expense (including reasonable attorneys' fees) which Licensee may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising solely out of a third-party claim alleging trademark infringement concerning the use by Licensee of the Licensed Marks as authorized in this Agreement in any jurisdiction included within the purview of trademark registration in the Territory. Licensee shall give Licensor prompt notice of any such claim or suit. Licensor shall have the right to undertake and conduct the defense of any suit so brought through counsel of Licensor's choice. The provisions of this Section and Licensor's obligations hereunder shall survive the expiration or termination of this Agreement.

12.03.At all times during which Licensed Products are being sold and for [----------]⁷⁶thereafter, Licensee shall, at its own expense, procure and maintain in full force and effect with a responsible insurance carrier with a minimum rating of A, Financial Category X by Best’s Key Rating Guide published by A.M. Best Company, a Commercial General Liability Insurance Policy including products liability coverage with respect to Licensed Products, with limits of not less than [-----------]⁷⁷ combined single limit bodily injury and property damage, including products and completed operations, on an occurrence basis with [--------------]⁷⁸ coverage in the aggregate per year. Coverage shall include broad form property damage, contractual liability, including defense costs, personal and advertising injury liability. Licensee shall also obtain owned, non-owned and hired automobile liability insurance with at least [---------------]⁷⁹ combined single limit bodily injury and property damage limits as well as full statutory coverage for workers’ compensation in accordance with applicable state or country law and employers liability with limits of at least [------------------] ⁸⁰ and disability insurance for all its employees as required by law. Licensee’s coverage shall include Alternate Employers Coverage for these limits. These policies will contain waivers of the insurer’s subrogation rights against Licensor and Licensee where permitted by law. Licensee shall at all times provide Licensor with the benefit of the maximum amount of insurance that it procures for itself during any extension term, if applicable, provided however, that such insurance shall not be less than the amounts provided in this Section 12.03.

⁷⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.76.

⁷⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.77.

⁷⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.78.

⁷⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.79.

⁸⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.80.

28

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

Licensee shall deliver a certificate of such insurance to Licensor promptly following complete execution of this Agreement and annually thereafter shall furnish to Licensor evidence of the maintenance of said insurance policy. Nothing contained in this Section 12.03 shall be deemed to limit, circumscribe or affect in any way the indemnification provisions of Section 12.01 above.

12.04.Notwithstanding anything to the contrary contained in this agreement, under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any provision of this agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business.

13. EFFECT OF EXPIRATION OR TERMINATION.

13.01.The termination of this Agreement, for any reason, shall be without prejudice to any other right or remedy Licensor may have including, without limitation, all rights and remedies which it has, or which are granted to it by operation of law, to enjoin (both on a preliminary and permanent basis) the unlawful or unauthorized use of the Licensed Marks, to collect royalties payable by Licensee hereunder and to be compensated for damages for breach of this Agreement, and such rights and remedies are hereby expressly reserved. Notwithstanding the foregoing, any amounts expended by Licensor or Licensee are expended with the knowledge that this Agreement may be terminated in accordance with its terms. Accordingly, Licensee waives any claim against, liability ofor compensation from Licensor with respect to its investment in, and other amounts expended in respect of the anticipation of the continuation of, this Agreement or as a result ofthe expiration or termination of this Agreement in accordance with its terms.

13.02.(a)If either party serves upon the other pursuant to an express provision of this Agreement, a notice that it desires to terminate this Agreement or that it desires that the Term shall not be extended, Licensee’s obligation to submit Creative, Formulae (to the extent that Licensee may have rights to such Formulae), prototypes and product concepts pursuant to Section 4.02 shall continue until such termination or expiration as to any designs in process and Licensee shall promptly deliver same to Licensor.

(b)Except as otherwise specifically provided in this Section 13 and Section 20, on the expiration or termination of the Term, all of the rights of Licensee under this Agreement shall immediately terminate and shall revert automatically to Licensor; all Sales Royalties on sales theretofore made shall become due and payable in accordance with the terms provided herein; and Licensee shall discontinue forthwith all use of the Licensed Marks, shall no longer have the right to use the Licensed Marks or any variation or simulation thereof for any purpose and shall, promptly upon Licensor's request, free of charge, execute any and all documents Licensor may deem necessary or desirable to the effect that Licensee no longer has the right to manufacture, advertise, promote and sell Licensed Products hereunder or to use the Licensed Marks (and if Licensee fails to do so promptly, Licensor shall have the right to sign such documents on Licensee's behalf). In addition, Licensee shall thereupon destroy or, if requested by Licensor, shall deliver to Licensor all samples in its possession and all point-of-sale material (such as vials, bags, displays and counters), advertisements, advertising materials of all kinds and other material in its possession with the Licensed Marks thereon, to be paid by Licensor at Licensee’s actual cost.

29

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

13.03.Notwithstanding the expiration or other termination of the Term, neither Licensor nor Licensee shall be released from any obligation that accrued prior to the date of expiration or termination and each of Licensor and Licensee shall remain bound by the provisions of this Agreement which by their terms impose upon Licensor or Licensee obligations extending beyond the date of expiration or other termination.

13.04.Licensee shall, within [-----------]⁸¹from the last day of the month in which Licensee receives a notice of termination or expiration of the Term from Licensor, and monthly thereafter until [-----------]⁸²after the termination or expiration of the Term, deliver to Licensor a complete and accurate schedule of Licensee's inventory of Licensed Products, work-in-process, and/or related components in the possession of, or in transit to, Licensee and its Affiliates (the “Wind-down Inventory”), and shall also use commercially reasonable efforts to obtain a schedule of Wind-down Inventory from its Distributors or Contractors, preparedas of the last business day of the month in which Licensee receives such notice and as of the last business day of each of the next [------------]⁸³thereafter (the “Wind-down Inventory Schedule”).

14. REPRESENTATIONS AND WARRANTIES.

14.01.Licensor represents and warrants that it is a corporation in good standing under the laws of the State of Delaware and that it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. Licensor further represents and warrants that it has granted no other license or agreement to use the Licensed Marks on Products in the Territory other than as set forth in Exhibit D-2, and that it shall grant no such other license or agreement during the Term and the Extension Term, except in accordance with the provisions of Section 19.05.

14.02.Licensee represents and warrants that it is a limited liability organized in the State of New York and in good standing under the laws of said State, that it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and that the party signing on its behalf is duly authorized to do so.

14.03.Each of Licensee and Licensor represents and warrants that it did not engage any broker in connection with this Agreement or the transactions contemplated hereby.

15. FORCE MAJEURE.

15.01.Neither party hereto shall be under any liability hereunder to the other on account of any loss, damage or delay occasioned or caused by lockouts, strikes, riots, fires, explosions, blockade, civil commotion, epidemic, insurrection, war or warlike condition, the elements, embargoes, failure or inability to obtain material or transportation facilities, acts of God or the public enemy, compliance with any law, regulation or other governmental order, whether or not valid, or other causes beyond the control of the party affected, whether or not similar to the foregoing; provided, however, that if such condition continues for [-----------]⁸⁴and is not industry-wide but applies only to Licensee, Licensor may terminate the Term on [-----------]⁸⁵written notice which may be given at any time after said [--------------]⁸⁶and provided, further, that nothing herein shall at any time excuse any accrued obligation for the payment of money.

⁸¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.81.

⁸² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.82.

⁸³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.83.

⁸⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.84.

⁸⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.85.

⁸⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.86.

30

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

16. ASSIGNABILITY.

16.01.Licensee may not assign or sublicense any or all of its rights or delegate any of its duties under this Agreement, except for an assignment or delegation of duties to a Licensee Affiliate upon prior written notice to Licensor, provided that any such assignment or delegation shall not relieve Licensee of any liability under this Agreement. Other than as permitted by the immediately preceding sentence, any deliberately attempted assignment, sublicense, or delegation or any one of these purportedly occurring by virtue of the operation of law shall be void and shall constitute grounds for termination of this Agreement in accordance with Section 4.04 above.

16.02.This Agreement shall inure to the benefit of and shall be binding upon the parties, Licensor's successors, transferees and assigns and Licensee's permitted successors, transferees and assigns.

17. NOTICES.

17.01.Any notice or other communication under this Agreement will be in writing and will be considered given when delivered personally, sent by confirmed telefax or delivered by an overnight courier service (such as Federal Express or DHL) which requires the addressee to acknowledge receipt thereof or by certified mail, return receipt requested, to the parties at the addresses shown at the top of this Agreement, or at such other address as a party may specify by notice to the other.

18. INTERNATIONAL.

18.01Licensee acknowledges that under the applicable trademark laws of many countries of the world (other than the United States) the filing of Registered User Agreements or other statutorily-mandated documents is a prerequisite to use of a trademark by any party other than the registered owner. Accordingly, Licensee shall not offer for sale or sell Licensed Products for resale in any country which requires a Registered User agreement or other document filing until an appropriate document has been filed. Licensor reserves the right to require Licensee to prepare and file such Registered User Agreements at Licensee’s sole cost and expense. Licensee shall comply with all applicable laws and regulations in the Territory.

31

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

18.02.Licensee shall have the right to use foreign Distributors that are approved by Licensor (each an “Approved Foreign Distributor”). Approved Foreign Distributors shall be in the business of distributing upscale or designer fragrance, cosmetic and personal care products to upscale retail outlets, such as specialty stores, duty-free stores anddepartment stores. Any foreign distributor that is an Affiliate of Licensee shall be deemed to be an Approved Foreign Distributor. Licensor shall have the right to Approve Foreign Distributors on the basis of the aforementioned objective criteria, together with the following terms and conditions:

(a)The Approved Foreign Distributor's rights will cease immediately upon the expiration or other termination of this Agreement (if not sooner), except as otherwise provided in Section 20.02. hereof.

(b)The Approved Foreign Distributor will not manufacture Licensed Products or affix any markings on the Licensed Products (including on the packaging therefor, unless such markings are required by law in any particular country in the Territory and Licensor's prior approval has been sought and given).

(c)The Approved Foreign Distributor acknowledges that Approved Foreign Distributor will not acquire any rights in the Licensed Marks, the Creative or the Formulae as a result of such distribution and that any and all good will and other rights which attach to or arise in connection with the use of the Licensed Marks by the Approved Foreign Distributor shall inure to the sole benefit of Licensor and shall remain vested therein.

18.03.Licensee shall use its commercially reasonable efforts to exploit the rights herein granted throughout the Territory and to sell the maximum quantity of Licensed Products therein consistent with the high standards and prestige represented by the Licensed Marks. Licensor and Licensee acknowledge that the Licensed Products are intended to be of the highest quality and marketed in a manner commensurate with Licensor’s standing and reputation in the retail industry. Accordingly, and in order to maintain the reputation, image and prestige of the Licensed Marks, Licensee's international distribution patterns shall consist only of the Combined International Distribution Channels. Licensor reserves the right, based upon evidence that at least one of the following events has occurred: (1) that a particular retail establishment no longer carries the number and range of designer brands required herein, (2) that a particular retail establishment has failed to provide Licensor with any and all marketing materials that require Licensor’s prior approval or that such marketing materials are not in compliance with Licensor’s standards or requirements or (3) that a particular retail establishment is marketing or offering for sale the Licensed Products in a manner that Licensor considers to be detrimental to the prestige and protection of the Licensed Marks, to decide if a “change in circumstances” has occurred and that a particular department store or specialty store no longer maintains the reputation, image and prestige necessary for the sale of the Licensed Products, to remove such department store or specialty store from Upscale International Distribution Channels for further sales of Licensed Products upon [-----------------]⁸⁷notice to Licensee. For clarification, Licensor acknowledges that Licensee has retained representatives who show the Licensed Products to customers through regional markets throughout the Territory. Licensee hereby expressly agrees to inform its representatives of the foregoing and acknowledges that the acts of said representatives shall be deemed Licensee's acts for all purposes under this Section 18.03.

⁸⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.87.

32

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

18.03.01.Licensee shall exercise commercially reasonable efforts to sell and/or market its Licensed Products in at least all countries where Licensor’s International Stores are located by the end of 2009 and in every other additional country where there will be Licensor’s International Stores within [--------------]⁸⁸ from the date such Licensor’s International Stores in these additional countries open for business.

18.04All Licensed Products sold through the Licensor’s International Stores, Licensor’s joint venture partners, licensees and subsidiaries in any one country will receive pricing which is no less favorable than the best price Licensee or its Distributors provides to non-Brooks Brothers brand stores located outside of the United States in that particular country.

18.05.Licensee agrees to use reasonable commercial efforts to have Licensed Products launched inUpscale International Distribution Channels no later than June 1, 2009.

19. MISCELLANEOUS.

19.01.Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint venturers, or either as agent of the other, nor shall a franchisor/franchisee relationship be construed hereby and Licensee shall have no power to obligate or bind Licensor or Licensor’s Affiliates in any manner whatsoever, it being intended by the parties hereto that Licensee's relationship to Licensor hereunder shall be as an independent contractor responsible for its own actions.

19.02.No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach or default thereof, shall constitute a continuing waiver of such provision or of any other provision of this Agreement or an election among available remedies.

19.03.If any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, the remaining provisions of this Agreement and the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect; provided, however, that no such determination shall excuse any accrued obligation for the payment of money.

19.04.This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if those words or phrases were never included in this Agreement, and no implication or inference shall be drawn from the fact that the words or phrases were so stricken or otherwise eliminated.

19.05.(a)Licensor shall have the right, exercisable at any time, to negotiate and enter into agreements of a nature similar to those in Exhibit D-2 with third parties (the “Third Party Agreements”), provided that, in no event shall any manufacturing rights for Products be granted. Licensor shall notify Licensee in writing of the execution of any agreement granting a license to use the Licensed Marks as described in this Section 19.05(a).

⁸⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.88.

33

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Licensor shall also have the right to negotiate and enter into agreements with third parties during the Wind-down Period as defined in Section 20.01(b). Licensor shall notify Licensee in writing of the execution of any agreement granting a license to use the Licensed Marks in connection with the Products as described in this Section 19.05(b).

19.06.This Agreement shall be construed in accordance with the laws of the State of New York without regard to the choice of law provisions. The parties agree that any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be brought solely in the State Courts of or the Federal Court in the State of New York and County of New York; except that in the event either party is sued by a third party or joined in any other Court or in any forum by a third party in respect of any matter which may give rise to a claim hereunder, the parties consent to the jurisdiction of such court or forum over any claim which may be asserted therein between the parties hereto. The parties hereto irrevocably waive any objection to the venue of the above-mentioned courts, including any claim that such action, suit or proceeding has been brought in an inconvenient forum. Any process in any action, suit or proceeding arising out of or relating to this Agreement may, among other methods permitted by law, be served upon Licensee by delivering or mailing the same in accordance with Section 17.01 hereof. THE PARTIES IRREVOCABLY WAIVE A JURY TRIAL. The parties agree that the United Nation’s Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement.

19.07.This writing sets forth the entire understanding between the parties with respect to the subject matter hereof, and no modification, amendment, waiver, termination or discharge of this Agreement shall be binding upon the parties unless confirmed by a written instrument signed by the duly authorized signatory of each and exchanged between them.

19.08.The parties agree to implement this Agreement by executing or causing to be executed such additional and subsidiary agreements and other documents as may be necessary or desirable fully to protect the Licensed Marks and effectively to carry out the terms of this Agreement in accordance with applicable laws and regulations.

19.09.This document (and any agreements with any Contractors or Distributors) will not be binding on any party or constitute a note or memorandum of the material terms of an agreement until each party has received delivery of a copy executed on behalf of all parties.

19.10In the event of any ambiguity or conflict between any provision of this Agreement and any provision of any ancillary document, including but not limited to, Licensor’s Guidelines for Domestic Vendors, Licensor’s Workplace Code of Conduct or a purchase order for Licensed Products, then the provisions of this Agreement shall prevail.

34

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

20. DISCONTINUED GOODS; WIND-DOWN.

20.01.Discontinued Goods; Wind-down on Termination or Expiration.

(a)(1)At any time and for any reason, Licensor may choose to discontinue the manufacture and sale of any Licensed Product upon [------------]⁸⁹advance notice to Licensee, and at the end of such [--------------]⁹⁰ period (the “Discontinuance of Licensed Products”), Licensee shall cease to have any rights to manufacture such Licensed Products except for a commercially reasonable run out of pre-existing components owned by Licensee to complete finished goods in which case Licensee shall be allowed to complete the same within a commercially reasonable time thereafter. Within [------------]⁹¹from such notice of discontinuation and within [-------------]⁹²after [-------------]⁹³ from the end of the month in which Licensee receives the notice of discontinuation and every [--------------]⁹⁴thereafter until the Discontinuance of Licensed Products, Licensee shall deliver to Licensor a complete and accurate preliminary schedule of Licensee's inventory of Licensed Products which are to be discontinued (including work in progress at hand and a good faith estimate of a commercially reasonable run out of components to complete finished goods that is to be completed within a commercially reasonable time thereafter) as of the date of such notice and every two months thereafter, collectively, the “Preliminary Discontinued Goods” and the schedule of such inventory shall be the “Preliminary Discontinued Goods Inventory Schedule.”

(2)Within [----------]⁹⁵from the end of the month in which the Discontinuance of Licensed Products occurs and every [-----------]⁹⁶thereafter until the expiration of the Discontinuance Period (as defined herein), Licensee shall provide to Licensor a complete and accurate schedule of Licensee's inventory of Licensed Products which have been discontinued (including work in progress at hand and a good faith estimate of a commercially reasonable run out of components to complete finished goods that is to be completed within a commercially reasonable time thereafter) collectively, the “Discontinued Goods” and the schedule of such inventory shall be the “Discontinued Goods Inventory Schedule.” Licensee shall then have the right to sell the remaining inventory of Discontinued Goods within [------]⁹⁷from the Discontinuance of Licensed Products (the “Discontinuance Period”). Licensor shall have the option for [----------]⁹⁸after Licensor’s receipt of the Discontinued Goods Inventory Schedule from Licensee to purchase or commit to purchase some or all of the Discontinued Goods at the price equal to [----------]⁹⁹of the Initial Retail Price of the Discontinued Goods in Licensor’s U.S. Retail Stores (the “Close Out Price”). For clarification purposes, if Licensor commits to purchase all or some of the Discontinued Goods (the “Discontinued Goods Purchase Commitment”), Licensor shall execute the Discontinued Goods Purchase Commitment on at least a pro-rata monthly basis not to exceed [------]¹⁰⁰.However, if Licensor does not purchase all of the Discontinued Goods, then notwithstanding the restrictions on distribution that may otherwise be applicable under the provisions of this Agreement, Licensee may offer to sell (but not advertise) the remaining inventory of Discontinued Goods (the “Remaining Discontinued Goods”) not purchased by Licensor to one or more purchasers in the category of mass discounters in the United States, such as TJ Maxx, Marshalls, Burlington Coat Factory, Costco, BJ’s, Perfumania, as well as other non-United States mass discounters approved by Licensor, (collectively the “Approved Mass Discounters”), provided, however, that if the agreed upon purchase price for the Remaining Discontinued Goods is less than the Close Out Price, then Licensor shall have a second option to purchase the Remaining Discontinued Goods at such lower price, which must be exercised, if at all, within [--------]¹⁰¹ of notice to Licensor of such reduced selling price. If Licensor does not exercise such second option, then Licensee shall be free to sell the Remaining Discontinued Goods to Approved Mass Discounters, provided however, that such Approved Mass Discounters shall not be permitted to use the Licensed Marks on or in connection with any signage, promotional materials, or advertising of the Remaining Discontinued Goods or to affix the Licensed Marks in the packaging and/or other materials used in connection with the Remaining Discontinued Goods other than the Licensed Marks already found on the existing packaging.

⁸⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.89.

⁹⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.90.

⁹¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.91.

⁹² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.92.

⁹³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.93.

⁹⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.94.

⁹⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.95

⁹⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.96.

⁹⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.97.

⁹⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.98.

⁹⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.99.

¹⁰⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.100.

¹⁰¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.101.

35

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Any Wind-down Inventory remaining after the expiration or termination of the Term as provided in Section 13.04 may be sold by Licensee for a period of
[---------]¹⁰²(the “Wind-down Period”) after such expiration or termination, on a non-exclusive basis, but otherwise under the same terms and conditions in this Agreement including the payment of the royalties provided for herein on all sales of the Licensed Products made by Licensee during the Wind-down Period, provided that Licensor shall have the option, for a period of [---------]¹⁰³beginning on the first day after the expiration of this Agreement, to purchase or commit to purchase any Wind-down Inventory held by Licensee or Licensee’s Affiliates, which will be considered Discontinued Goods subject to the terms and Close-out Price described in Section 20.01. For clarification purposes, if Licensor commits to purchase all or some of the Win-down Inventory (the “Wind-down Inventory Purchase Commitment”), Licensor shall execute this Wind-down Inventory Purchase Commitment on at least a pro-rata monthly basis not to exceed [---------]¹⁰⁴.  If Licensor does not exercise such right or if Licensor does not purchase all of the Wind-down Inventory, then Licensee may offer to sell (but not advertise) the Wind-down Inventory balance remaining (the “Remaining Inventory”) to Approved Mass Discounters, provided, however, that if the purchase price of the Remaining Inventory to be sold to Approved Mass Discounters is less than the Close Out Price, then Licensor shall have a second option to purchase the Remaining Inventory at such lower price, which must be exercised within [---------]¹⁰⁵ of notice to Licensor of such reduced selling price. If Licensor does not exercise such second option, then Licensee shall be free to sell the Remaining Inventory to Approved Mass Discounters, provided however, that such Approved Mass Discounters shall not be permitted to use the Licensed Marks on or in connection with the signage, promotional materials or advertising of the Remaining Inventory, or to affix the Licensed Marks in their packaging and/or other materials used in connection with the Remaining Inventory other than the Licensed Marks already found on the existing packaging.

¹⁰² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.102.

¹⁰³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.103.

¹⁰⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.104.

¹⁰⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.105.

36

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(c)In the event Licensor exercises any of the purchase options referred to in Section 20.1(a) or (b) then in either such event, Licensee shall deliver to Licensor or its designee the goods being purchased pursuant to the terms of the Discontinued Goods Purchase Commitment or the Wind-down Inventory Purchase Commitment, as the case may be. Licensor shall pay Licensee for such goods under the same payment terms as described in Section 3.03 above.

(d)If after the Discontinuance Period or after the Wind-down Period, there are still Remaining Discontinued Goods or Remaining Inventory remaining, then immediately after the expiration of the Discontinuance Period or after the expiration of the Wind-down Period, respectively, Licensor and Licensee shall meet and negotiate in good faith a [---------]¹⁰⁶ plan for the allocation or disposition of any such Remaining Discontinued Goods or Remaining Inventory, provided however, that any balance of Remaining Discontinued Goods or Remaining Inventory that remains after the conclusion of such [---------]¹⁰⁷plan, shall be destroyed by Licensee at Licensee’s cost and expense.

20.02.Notwithstanding expiration or termination of this Agreement, Distributors shall have the right to continue to sell Licensed Products (a) on hand or (b) which Distributors are contractually obligated to purchase, on the date of expiration or termination of this Agreement under the same terms and conditions the Distributors are allowed to do so herein, but in no event to exceed [---------]¹⁰⁸after the date of expiration or termination of the Term.

[Balance of page intentionally left blank -

The Signature Page(s [and Schedules and Exhibits]) to this Agreement Follow this Page.]

¹⁰⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.106.

¹⁰⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.107.

¹⁰⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.108.

37

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by signing below:

Retail Brand Alliance, Inc., d/b/a Brooks Brothers By: /s/______________ Name: Title: Date: Inter Parfums USA, LLC By: Inter Parfums, Inc., Sole Member By: /s/ ______________ Name: Jean Madar Title: CEO Date:

38

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

Exhibit A

LICENSED PRODUCTS AND CATEGORIES

Fragrances

Perfume, Eau de Perfume, Eau de toilette, cologne) for men, women, baby and unisex. As well as their corresponding ancillaries shower gel, body lotion, body cream, body spray, soap, shaving products, deodorant

Cosmetics

blushers, eye makeup, face powders, lipsticks, colored lip balms and lip glosses, makeup bases, nail color (nail polish)

Skincare Products

baby powders, oils and lotions, bath 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

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Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT B

LICENSED MARKS

Trademark	USA Registration No
HANGING LAMB DESIGN	3251432
BROOKS BROTHERS	3029206
BB and Design	78794911
GOLDEN FLEECE COLLECTION AND DESIGN	1,683,557
'346"	0772479

(Additional trademarks and tradenames to be added at the sole discretion of Licensor)

40

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT C

BUSINESS PLAN

TARGET SALES FOR COMBINED INTERNATIONAL DISTRIBUTION CHANNELS:

YEAR	RETAIL SALES TARGET EQUIVALENT109			EX FACTORY SALES TARGET			MINIMUM MARKETING FUND AMOUNT
Year 2009		No Target			No Target			[---------	]
Year 2010		[---------	]		[---------	]		[---------	]
Year 2011		[---------	]		[---------	]]		[---------	]
Year 2012		[---------	]		[---------	]		[---------	]]
Year 2013		[---------	]		[---------	]		[---------	]110

¹⁰⁹ Retail Sales Target Equivalents are estimates that have been exptrapolated from Ex-Factory sales, and notwithstanding anything to the contrary contained in the Agreement, Licensee has no obligation to determine actual retail sales, as such amounts would be inherently difficult and unduly burdensome to attempt to determine.

¹¹⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.110.

41

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT C-2

BUSINESS PLAN FOR EXTENSION TERM

TARGET SALES FOR COMBINED INTERNATIONAL DISTRIBUTION CHANNELS:

YEAR	RETAIL SALES TARGET EQUIVALENT111			EX FACTORY SALES TARGET			MINIMUM MARKETING FUND AMOUNT
Year 2014		[---------	]		[---------	]		[---------	]
Year 2015		[---------	]		[---------	]		[---------	]
Year 2016		[---------	]]		[---------	]		[---------	]
Year 2017		[---------	]		[---------	]		[---------	]
Year 2018		[---------	]		[---------	]		[---------	]112

¹¹¹ Retail Sales Target Equivalents are estimates that have been exptrapolated from Ex-Factory sales, and notwithstanding anything to the contrary contained in the Agreement, Licensee has no obligation to determine actual retail sales, as such amounts would be inherently difficult and unduly burdensome to attempt to determine.

¹¹² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.112.

42

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT D

LICENSED MARKS REGISTRATION

Trademark	Country	Registration No
BROOKS BROTHERS	AUSTRIA	120.974
DEVICE	Chile	717.166
BROOKS BROTHERS	Chile	171.293
BROOKS BROTHERS	Chile	717.178
BROOKS BROTHERS (IN CHINESE)	CHINA	3293978
BROOKS BROTHERS	CHINA	1154317
GOLDEN FLEECE	CHINA	3293961
BROOKS BROTHERS	CHINA	1154317
BROOKS BASICS	EUROPEAN UNION	APP. 1210517
BROOKS BROTHERS	European Union	893 183
BROOKS JR	EUROPEAN UNION	1210582
BB Shield & Hanging Lamb Device	EUROPEAN UNION	APP. 1210558
GOLDEN FLEECE	EUROPEAN UNION	APP2719995
BROOKS 346	EUROPEAN UNION	1210525
BB and devise	EUROPEAN UNION	1210558
HANGING LAMB DEVICE	GERMANY	2 038 635
GOLDEN FLEECE	HONG KONG	07551/2003
布克兄弟("Brooks Brothers" in Chinese characters)	HONG KONG	200402694
GOLDEN FLEECE	INDONESIA	14477.14632
PEAL	JAPAN	2508888
BROOKS BROTHERS	Japan	A0002086
BROOKS BROTHERS	Korea WIPO	891 965
BROOKS BROTHERS	Korea WIPO	A0005206
BROOKS BROTHERS	Macau	N/027623(193)
BROOKS BROTHERS COUNTRY CLUB	Macau	N/027630(971)
GOLDEN FLEECE (design)	Macau	N/027608(166)
BROOKS BROTHERS (design)	Macau	N/027616(532)
GOLDEN FLEECE	Philippines	App 4-2002-0005499
BROOKS BROTHERS	Russian Federation	A0002086
GOLDEN FLEECE	SINGAPORE	app T02/09455D
布克兄弟Brooks Brothers in chinese characters	SINGAPORE	T02/13106I
BROOKS BROTHERS	Spain	A0002086
GOLDEN FLEECE	SWITZERLAND	512650
BROOKS BASICS	SWITZERLAND	498 866

43

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

Trademark	Country	Registration No
BB Shield & Hanging Lamb Device	SWITZERLAND	1210517
BROOKS JR	SWITZERLAND	498 207
BROOKS 346	SWITZERLAND	498 865
BB Shield & Hanging Lamb Device	SWITZERLAND	498 915
GOLDEN FLEECE	SWITZERLAND	App 50066/2002
GOLDEN FLEECE	TAIWAN	1059186
GOLDEN FLEECE	TAIWAN	App 91040060
GOLDEN FLEECE	TAIWAN	91040059
BROOKS BROTHERS 布克兄弟(in Chinese Characters)	Taiwan	1073810
PEAL	UNITED KINGDOM	1558780
HANGING LAMB DESIGN	USA	3251432
BROOKS BROTHERS	USA	3029206
BB and Design	USA	78794911
GOLDEN FLEECE COLLECTION AND DESIGN	USA	1,683,557
'346"	USA	0772479
BROOKS BROTHERS (word mark)	Venezuela	2006-004667

44

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT D-2

RIGHTS OF RBA’S AFFILIATES, LICENSEES AND JOINT VENTURE PARTNERS

SCHEDULE OF EXISTING RIGHTS AS THEY RELATE TO THE LICENSE AGREEMENT

Territory	Identity of Party	Duration of Agreement	Manufacturing (Y/N) Exclusive or Nonexclusive	Distribution (Y/N) Exclusive or Nonexclusive	Retail (Y/N) Exclusive or Nonexclusive
United Kingdom, Northern Ireland and the Republic of Ireland	BBUK (BBI and Brightark Limited )	Section 8.1 August 22, 2005 to July 31, 2015. Section 8.2 Subject to Renewal : No later than 24 months prior to the expiration or termination of the Initial Term or the end of the first renewal Term, either party may serve notice to the other of its intention to renew for one (1) Renewal term of Five (5) additional years. (potentially may be until July 31, 2025)	NO	YES Nonexclusive	YES Nonexclusive
Brunei, Cambodia, China, Hong Kong, Laos, Indonesia, Macao, Malaysia, Myanmar, Philippines, Singapore, Taiwan, Thailand, Vietnam	Dickson	License Agreement: Section 2 October 27, 1997 to November 1, 2011 (renewal option exercised on May 2, 2002) Subject to Renewal: Section 2.3 (Amendment No. 3) Operator may apply for an additional term of four (4) years) by giving written notice to Licensor during the first three (3) month of the twelfth (12th) year of the agreement. (potentially may be until Nov. 1, 2015)	NO	YES Non-exclusive	YES Non-exclusive

45

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

		Manufacturing Agreement: June 16, 1999 to November 1, 2011. (renewal option exercised on May 2, 2002) Subject to Renewal: Section 33 (Amendment No. 1 Operator may apply for an additional term of four (4) years) by giving written notice to Licensor during the first three (3) month of the twelfth (12th) year of the agreement. (potentially may be until Nov. 1, 2015)
Japan	BBJ (RBA and Daidoh Limited)	Effective date until July 31, 2012 (Initially January 31, 1984; extended to March 31, 2012 (Amendment No.1) and extended further to July 31, 2012 (Amendment No.5)	YES	YES only to the extent they are distributing to their retail stores and shop-in-shops Nonexclusive	YES Nonexclusive
South Korea	BBJ/ BBK (RBA and Daidoh Limited)	Effective date until July 31, 2012 (Initially January 31, 1984; extended to March 31, 2012 (Amendment No.1) and extended further to July 31, 2012 (Amendment No.5)	YES	YES (Section 1(b) Exclusive	YES Nonexclusive
United Arab Emirates	Al Tayer Group, LLC	Section 2.1 January 2006 to December 31, 2007	NO	NO	YES Nonexclusive
Chile	Comercial Madison S.A.	Section 2.1 November 16, 2005 to July 31, 2011 Section 2.2 Subject to two (2) renewal periods (agreement does not say how many years but logically, it will make sense to interpret it as 5-year renewal terms):	NO	YES Exclusive	YES Nonexclusive

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Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

		Provided Operator is not in default, and gives notice no later than six (6) months after the expiration of Year 4 and Year 9.
Greece and Cyprus with the first priority for Romania, Bulgaria, the former Yugoslavia (now known as F.Y.R.O. Macedonia, Montenegro, Serbia, Slovenia, Croatia, and Bosnia and Herzegovina) and Albania	LT Holdings AE	November 14, 2007 until August 31, 2013 (subject to a possible automatic 5 year renewal term)	NO	YES but only to the extent they are distributing to their retail stores and shop-in-shops (including retail stores and shop-in-shops selling exclusively Brooks Brothers products in Airports and Duty-Free areas) Nonexclusive	YES Nonexclusive
Paradies Stores in airport terminals throughout the United States and Canada	Paradies	April 26, 1999 to July 31, 2011.	NO	YES if Paradies is considered to be distributing to its airport stores. Nonexclusive	YES Nonexclusive
Paradies Stores in casino resorts in the United States and Canada	Paradies	Commencing on the date the Tropicana Casino store opens for business until July 31, 2009	NO	YES if Paradies is considered to be distributing to its airport stores. Nonexclusive	YES Nonexclusive

47

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT E

BROOKS BROTHERS

WORKPLACE CODE OF CONDUCT

Retail Brand Alliance, Inc., d/b/a Brooks Brothers, (“Brooks Brothers”) is committed to the production and sale of merchandise only from sources which adhere to all applicable laws enacted to protect workers. All merchandise is to be manufactured, packaged, labeled, sold and distributed in accordance with all applicable laws of that respective country enacted to protect workers. In furtherance of this commitment, Brooks Brothers has adopted the following standards defining decent and humane working conditions for all of its Licensees and their Contractors, Subcontractors and Distributors.

Forced Labor: There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

Child Labor: No person shall be employed at an age younger than allowed by law.

Harassment or Abuse: Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

Nondiscrimination: No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancements, discipline, termination or retirement on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

Health and Safety: Employers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.

Freedom of Association and Collective Bargaining: Employers shall recognize and respect the right of employees to freedom of association and collective bargaining as may be allowed by law.

Wages and Benefits: Employers recognize that wages are essential to meeting employees’ basic needs. Employers shall pay employees, as a floor, at least the minimum wage required by local law and shall provide legally mandated benefits.

Hours of Work: Except in extraordinary business circumstances, employees shall not be required to work more than the limits on regular and overtime hours allowed by the law of the country of manufacture.

Overtime Compensation: In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

Brooks Brothers reserves the right to terminate its relationship and/or agreement (subject to the provisions of any such agreement) with any Licensee who may or through its Contractor, Subcontractor or Distributor fail to comply in any material respect with this Workplace Code of Conduct.

48

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT F

GUARANTEE

In order to induce Retail Brand Alliance, Inc. d/b/a Brooks Brothers (“Licensor”) to enter into the license agreement (the “Agreement”) being executed simultaneously herewith by Licensor and Inter Parfums USA, LLC (“Licensee”) and in consideration of the covenants and promises made by Licensee in the Agreement, the undersigned (“Guarantor”), the sole member of Licensee, hereby unconditionally guarantees that Licensee shall perform and observe each and every agreement, covenant, representation, warranty, term and condition of the Agreement to be performed or observed by it and, upon Licensee’s failure to do so, Guarantor promptly shall perform and observe each such agreement, covenant, term and condition, or cause the same promptly to be performed and observed. Guarantor hereby unconditionally guarantees that all sums of whatever character which may become payable to Licensor pursuant to the Agreement promptly shall be paid in full when due. If for any reason whatever any sum hereinabove referred to, or any part thereof, is not paid promptly when due, Guarantor immediately shall pay the same regardless of whether steps have been taken to enforce any rights against Licensee to collect any of said sums, and regardless of any other condition or contingency.

Notwithstanding anything to the contrary contained herein, to the extent this Guarantee relates to the payment of sums due to Licensor under the Agreement, it is a guarantee of payment and not of collection and a continuing guarantee which shall remain in full force and effect and be binding upon Guarantor until payment in full by Licensee to Licensor of all sums due pursuant to the Agreement.

This Guarantee shall be a continuing, absolute, irrevocable and unconditional guarantee of payment and performance and may be enforced directly and immediately following any default under the Agreement on the part of Licensee (an “Event of Default”), and without prior notice of, demand upon, or any prior action against, Licensee and without resorting to any other remedies available to Licensor.

The representations, warranties, obligations, covenants, agreements and duties of Guarantor under this Guarantee shall not be affected or impaired by reason of the happening from time to time of any of the following with respect to the Agreement, however it must be upon notice and consent of Guarantor: (i) the waiver by Licensor of the performance or observance by Licensee of any agreement, covenant, warranty, representation, term or condition contained in the Agreement; (ii) the extension, in whole or in part, of the time for the payment by Licensee of any sums owing or payable under the Agreement, or of the time for performance by Licensee of any of its other obligations under or arising out of the Agreement; (iii) the modification or amendment (whether material or otherwise) of any of the obligations of Licensee under the Agreement; or (iv) any failure, omission, delay or lack on the part of Licensor to enforce, assert or exercise any right, power or remedy conferred on Licensor in the Agreement or otherwise.

Upon the occurrence of any of those events set forth in paragraphs (i) through (iii) below, it is expressly understood that the Guarantor shall be deemed to be in default under this Guarantee:

(i)the Guarantor institutes proceedings seeking relief under a bankruptcy act or similar law, consents to entry of an order of relief against it in any bankruptcy or insolvency proceeding or similar proceeding, or files a petition or answer or consent for reorganization or other relief under any bankruptcy act or other similar law, or consents to the filing against it in any petition for the appointment of a receiver, liquidator, assignee, trustee, sequestrator, (or other similar official) of it or of any substantial part of its property, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due or fails to pay its debts as they become due, or takes any action in furtherance of the foregoing; or

49

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(ii)the Guarantor transfers or agrees to transfer a substantial part of its property, which transfer impairs the Guarantor’s ability to perform under this Guarantee; or

(iii)there has been the calling of a meeting of creditors, appointment of a committee of creditors or liquidating agents, or offering of a composition or extension to creditors by, for, or of the Guarantor.

It is further understood that the occurrence of any event (or events), including and in addition to those set forth in paragraphs (i) through (iii) above, that would cause the Guarantor to be deemed to be in default under this Guarantee shall be deemed to constitute an Event of Default and shall entitle Licensor to immediately terminate the Agreement without prejudice to any other rights available to it under the Agreement or this Guarantee.

The Guarantor hereby represents and warrants to, and agrees with Licensor that the Guarantor has full legal right, power and authority to enter into this Guarantee, to perform all of its obligations hereunder and to consummate all of the transactions contemplated herein.

No failure on the part of Licensor to exercise, and no delay in the exercise of, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Licensor of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power.

This Guarantee shall be construed and enforced under the laws of the State of New York applicable to agreements wholly made and to be performed there, including its conflicts of law rules.

[Balance of page intentionally left blank -

The Signature Page to this Guarantee Follows this Page.]

50

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

This Guarantee shall be binding upon the Guarantor and any of and all of its successors and assigns, and shall inure to the benefit of Licensor and its respective successor and assigns. No change, modification, alteration or discharge hereof shall be binding except by a written instrument agreed upon by the parties.

Guarantor: Inter Parfums, Inc.
By:	/s/

Dated: ____________________

51

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT G

LICENSOR’S GUIDELINES FOR DOMESTIC VENDORS

(See attached)

52

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

RETAIL BRAND ALLIANCE

ENFIELD

DISTRIBUTION CENTER

GUIDELINES

FOR

DOMESTIC VENDORS

Brooks Brothers®

Brooks Brothers Factory Store

53

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

TABLE OF CONTENTS

GENERAL	57
A. COMPLIANCE AGREEMENT	57
B. WORKPLACE CODE OF CONDUCT	58
C. RBA TERMS	59
1) Financial	59
2) Purchase Order	59
3) EDI/Trading Partner Management	59
D. WAREHOUSING ALLOWANCE	60
E. LABOR LAWS COMPLIANCE / TRANS. SHIPPING	61
F. PURCHASE ORDER TERMS AND CONDITIONS	62
G. INTRODUCTION/WHO TO CONTACT	64
H. PURCHASE ORDER RETRIEVAL	64
I. RBA/VENDOR CORRESPONDENCE/INQUIRIES	64
SHIPMENT PREPARATION	66
A. PRESHIPMENT SAMPLING INSTRUCTIONS	66
1) Photo Sample	66
2) Production Sample	66
B. HOW TO SEND SAMPLE	66
1) Garments:	66
2) Accessories, Eyewear, Jewelry, Scarves:	66
C. PRE-TICKETING INSTRUCTIONS	67
D. STORE (FLOOR READY) HANGER INSTRUCTIONS	67
E. PRODUCT GARMENT LABELS AND HANGTAGS	67
F. PACKING SLIP INSTRUCTIONS	68
1) Example - Packing List – Bulk Merchandise	69
2) Example - Packing List – Pre pack Merchandise	70

54

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

PACKING INSTRUCTIONS	71
A. POLY BAG REQUIREMENTS	71
B. PACKAGE TYPES	71
1) GOH (Garments on Hangers) - Not Pre packed	71
2) GOH (Garments on Hangers) - Pre packed	71
3) CTH (Carton to Hang) - Not Pre packed	71
4) CTH (Carton to Hang) - Pre packed	72
5) Bulk Packing - Flat Pack Not on Hangers	72
6) Pre pack - Flat Pack Not on Hangers	72
7) Reshippable Pre packs	72
8) Jewelry, Accessories, Giftware *	73
9) Belts, Hosiery, and Scarves *	73
10) Non-Conveyable (Type J)	73
C. PRECAUTIONS	74
1) Overages from Purchase Order Quantities	74
2) Concealed Shipment Overages / Shortages	74
3) Incorrect Color / Size Scale	74
4) Style / Color Substitution	74
5) Dye Lot Procedures / Requirements	74
6) Mark Out of Stock (MOS) at Store Level	74
7) Odd/Last Units	74
8) Return to Vendor (RTV)	75
9) A/R (Auto Replenishment)	75
CARTON LABELING	76
A. CARTON LABELING INSTRUCTIONS	76
1) How to Label	76
2) Where to Label	76
3) Label Types	77
4) Label Ordering	77
ROUTING INSTRUCTIONS	78
A. ROUTING INSTRUCTIONS AND FOB DEFINITIONS	78

55

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1) Early Shipment of Merchandise	78
2) Late Shipment of Merchandise	78
3) Partial Shipments	78
4) Freight Requirements	78
5) Consolidator Locations	79
6) All Other Locations	79
7) Common Carrier Transit Time Standards (Business Days)	80
8) Full Trailer Loads	80
9) Use of Air Freight	83
10) Use of Small Package Delivery Services	83
11) Shipments Direct To DC By Vendor’s Own Truck	83
12) Bill of Lading Requirements	83
NON-COMPLIANCE PENALTY TABLE	84

56

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

GENERAL

A.COMPLIANCE AGREEMENT

· Vendor agrees that it does comply and will continue to comply with all Vendor Guidelines (“Guidelines”), as may be amended, by Retail Brand Alliance, Inc. (“RBA”).

· Vendor acknowledges receipt of and does comply with and will continue to comply with the Purchase Order Terms and Conditions contained in all Vendor Guidelines

· Vendor agrees that all the Guidelines, as may be amended, are incorporated by reference into each contract between RBA and vendor.

· Vendor agrees to indemnify and hold RBA harmless from any and all claims, damages, penalties, liabilities, losses, actions or lawsuits (with attorneys selected by RBA) and attorney fees asserted against RBA for vendor’s failure to adhere to these Guidelines as may be Amended.

· RBA reserves the right to terminate any or all of its contracts with vendor should vendor fail to comply with any or all of the enclosed Guidelines.

· RBA, in its sole discretion, reserves the right from time to time to add, modify or cancel (“Amend”) any of the terms and/or conditions set forth in the Guidelines. A notice will be sent to vendors of these changes within a reasonable time period.

· Vendor agrees that all merchandise which RBA purchases from vendor will be manufactured in accordance with the requirements of any and all applicable Federal and State laws, including the Fair Labor Standards Act as well as the requirements of all laws of the respective country of manufactures. Additionally, vendor agrees to comply with all applicable laws of the United States that relate to the import of products including country of origin labeling, product labeling, and fabric and product testing.

        ______________________________________________COMPANY NAME (PRINT)

        ______________________________________________VENDOR SIGNATURE (OFFICER)

        ______________________________________________VENDOR’S JOB TITLE

Please list Parent Company and/or any subsidiaries: ____________________________

                                                                                             _________________________________

Please sign and return to: Retail Brand Alliance, Inc. Vendor Relations 100 Phoenix Avenue Enfield, CT. 06082

Or fax to 860-745-3984

57

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

B.WORKPLACE CODE OF CONDUCT

Retail Brand Alliance, Inc. is committed to purchase merchandise only from sources that adhere to certain values and standards that we are RBA hold paramount. All merchandise is to be manufactured in accordance with all applicable laws of the respective country of manufacture. In furtherance of this commitment, Retail Brand Alliance, Inc. will do business with only those companies that have adopted the following standards defining decent and humane working conditions for all of its manufacturers and suppliers:

· Legal Guidelines for Vendors - We expect our vendors to comply with any and all legal requirements of the country in which they are doing business. We seek vendors who respect the legal and moral rights of its employees.

· Forced Labor - There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

· Child Labor - No person shall be employed at an age younger than allowed by law.

· Harassment or Abuse - Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

· Nondiscrimination - No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancements, discipline, termination or retirement on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

· Health and Safety - Employers shall provide a safe, healthy and clean working environment that is in compliance to national and local laws to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.

· Freedom of Association and Collective Bargaining - Employers shall recognize and respect the right of employees to freedom of association and collective bargaining as may be allowed by law.

· Wages and Benefits - Employers must recognize that wages are essential to meeting employees’ basic needs. Employers shall pay employees, as a floor, at least the minimum wage (including overtime hours if applicable) required by local law and shall provide legally mandated benefits.

· Hours of Work - Except in extraordinary business circumstances, employees shall not be required to work more than the limits on regular and overtime hours allowed by the law of the country of manufacture.

· Overtime Compensation - In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

Retail Brand Alliance, Inc. reserves the right to terminate its relationship and/or contract with any manufacturer or supplier who fails to comply with this Workplace Code of Conduct.

58

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

C. RBA TERMS

1) Financial

· All RBA Domestic orders must be invoiced in compliance with Purchase Order terms at “Net/10 EOM plus 60 Days dating.” Goods received on the 20th of 1 month through the 19th of the next will go to the following month plus 60 days for checks dated the 10th of the month.

Examples: Goods received Oct. 20– Nov. 19 = Dec. 10 + 60 days = check dated Feb. 10

Goods received Nov. 20 – Dec. 19 = Jan. 10 + 60 days = check dated Mar. 10

· Any dating exceptions must be pre-approved in writing by the Vice president of Production and Chief Financial Officer.

· Requests for special payment arrangements such as anticipation must be directed to the RBA Treasury Department.

· Factor assignments will be in accordance with our vendor database at time of payables. Including a Factor Stamp or information on the invoice will not ensure payment to the correct payee.

2) Purchase Order

· Verbal agreements will not be considered binding by the Company. Only those Purchase Orders submitted to you on Retail Brand Alliance documents will be honored.

· All Purchase Order Terms and Conditions will be enforced. Failure of RBA to enforce any specific condition in the past will not preclude enforcement of the remainder of the agreement in the future.

· Specific Routing Instructions are an integral part of our Purchase Order Terms and conditions. Please adhere to these instructions in order to avoid refusals and/or violation/handling fees.

· Shipments received at RBA Dock or Consolidator without a valid Purchase Order on file will be refused.

3) EDI/Trading Partner Management

· EDI/TPM requirements

a. Retail Brand Alliance requires all vendors to process their Purchase Orders using either our certified Inovis/QRS EDI program or via the Retail Brand Alliance web accessed TPM Solution. All vendors must sign an EDI/TPM contract.

b. New vendors must ship in compliance and should notify TPMHELPLINE@retailbrandalliance.com to discuss the options available for compliance.

c. All vendors are required to be recertified in a timely manner for any updated EDI or TPM standards.

d. Retail Brand Alliance expects 100% accuracy for all ASN (Advance Ship Notice) documents that are transmitted. See “Required EDI Transactions” listed below.

e. Under no circumstances may a vendor vary from these requirements. If a vendor is unable to comply contact TPMHELPLINE@retailbrandalliance.com for assistance. Failure to adhere to these requirements will result in vendor charge back.

f. TPM vendors using the TPM provider service should contact their Retail Brand Alliance Product Manager to request a web accessed link to print Purchase Orders .If the vendor does not have access to the web they can arrange an alternative means of retrieval such as a faxed copy.

59

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· EDI Certification Process

In order to commence the EDI certification process an e-mail request should be sent to TPMHELPLINE@retailbrandalliance.com. You will receive detailed specifications for all of the documents mentioned in Section C. Vendors will be invited to complete certification via an Inovis compliance website. EDI certification should be completed in a timely manner and vendors should note that any Purchase Orders that are due to ship before compliance is achieved will need to be processed via our web based TPM solution.

· Required EDI Transactions

a. 850 Purchase Order

b. 856 Advance Ship Notice

c. 997 Functional Acknowledgement

d. Multiple UCC-128 label types.

D.WAREHOUSING ALLOWANCE

All Purchase Orders received in our Distribution Center or Consolidators will be subject to a 1% Warehousing Allowance. Vendor Debit Adjustments will be processed on a daily basis upon DC receipt of goods. Contact Vendor Relations at (860) 741-0771 for more information.

60

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

E.LABOR LAWS COMPLIANCE / TRANS. SHIPPING

Retail Brand Alliance shall endeavor to purchase merchandise only from sources that adhere to Federal and State laws enacted to protect workers. By agreeing to sell merchandise to us, you also agree that all merchandise which we purchase from you will be manufactured in accordance with the requirements of all applicable Federal and State laws, including the Fair Labor Standards Act. Retail Brand Alliance will also purchase merchandise only from sources that adhere to the laws of the respective country of manufacture enacted to protect workers. By agreeing to sell merchandise to us, you also agree that all merchandise which we purchase from you will be manufactured in accordance with the requirements of all laws enacted to protect workers of the respective country of manufacture. Moreover, you agree to comply with all applicable laws of the United States that relate to the import of products, including country of origin labeling, product labeling and fabric and product testing.

61

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

F.PURCHASE ORDER TERMS AND CONDITIONS

1. ACCEPTANCE: Neither Retail Brand Alliance, Inc. (“Buyer”) nor Seller shall be bound by this order until Seller expresses its acceptance of the order or Seller delivers to Buyer any of the goods ordered, whichever first occurs. In any event, acceptance of the order shall be upon the terms and conditions or modifications stated on the Purchase Order, and no additions or modifications thereof shall bind Buyer unless expressly assented to in writing by Buyer. All specifications and data submitted to the Seller with this order are incorporated herein. All warranties, agreements and representations herein made shall survive the delivery and acceptance of the goods, which are the subject of this Purchase Order.

2. CHANGES: The Buyer reserves the right at any time to make written changes in this order including method of shipment or packing, and time, place and manner of delivery. If any such changes cause an increase or decrease in the cost or time required for performance of this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause must be approved by Buyer in writing before Seller proceeds with such change. Price increases shall not be binding on Buyer unless evidenced by a Purchase Order revision signed by Buyer.

3. DELIVERY: Time is of the essence in this contract, and if delivery of goods is not made in the quantities and the time specified, Buyer reserves the right, without liability and in addition to its other rights and remedies, to direct expedited routing of goods (the difference in cost between the expedited routing and the normal routing costs shall be paid by Seller), to accept late delivery (whether such late delivery was approved by buyer or not) and deduct late delivery charges as stated in Buyer’s Vendor Guidelines, or terminate this contract by notice effective when received by Seller as to stated goods not yet shipped, and to purchase substitute goods or services elsewhere, in which event Seller shall be liable for any loss incurred.

Where the goods are to be supplied or payment therefore is to be made by installments, the failure of the Buyer to pay any installment in due time shall not entitle the Seller to treat such failure as a repudiation by the Buyer of this entire Purchase Order.

Seller shall be liable for any excess transportation charges, delays or claims resulting from Sellers deviation from agreed on routing instructions. When Seller has reason to believe that deliveries will not be made as scheduled; Seller will immediately give written notice setting forth the cause of the anticipated delay to Buyer.

All Goods delivered the 20^th or later of the month are to be considered as a purchase of and received the first day of the following month for payment purposes.

Buyer will have no liability for payment for goods delivered to Buyer which are in excess of quantities specified in this contract. Such goods shall be subject to rejection and return at Seller’s expense, including transportation charges both ways. Buyer shall not be liable for any material or production costs incurred by Seller in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule.

4. INSPECTION AND ACCEPTANCE: Payment for any goods under this contract will not constitute acceptance thereof. All goods purchased hereunder are subject to inspection at Buyer’s destination either before or after payment. Buyer reserves the right to refuse acceptance of goods, which are not in accordance with instructions, specifications, samples on which orders were based, or Seller’s warranties (express or implied). Goods not accepted will be returned to Seller for full credit (including repayment in full to Buyer of any monies paid Seller for such goods) or replacement (at buyer’s option) and at Seller’s risk and expense, including transportation charges both ways. No replacement of rejected goods shall be made unless specified by Buyer in writing.

Buyer shall not be liable for failure to accept any part of the goods if such failure is the result of any cause beyond the control of the Buyer, including (without limitation) fires, floods, acts of God, strikes, labor disputes, casualties, delays in transportation, inability to obtain materials or machinery, or total or partial shutdown of Buyer’s plant.

Acceptance of all or any part of the goods shall not bind Buyer to accept any future shipments, nor be deemed to be a waiver of Buyer’s right either to cancel or to return all or any portion of the goods because of failure to conform to this contract, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing costs, damage to materials or articles caused by improper boxing, crating or packing, and loss of profits and other special damages occasioned the Buyer. Such rights shall be in addition to any other remedies provided by law.

5. PACKING AND CONTAINERS: No charges for packing, containers, or transportation will be allowed unless specified on the face of this order. Seller shall be liable for damages to materials or articles caused by improper boxing, crating, or packing.

6. SELLER’S WARRANTIES: Seller hereby warrants that all of the goods furnished shall be of merchantable quality and fit for Buyer’s purposes and that they shall conform to Buyer’s specifications and to all Seller’s representations, affirmations, promises, descriptions, samples or models forming the inducement to enter this contract.

Seller further warrants that in the performance of this order it will comply with all Federal, State or municipal government laws, and that with respect to the production of the goods covered by this order, it has fully complied with all applicable Federal and State Laws, the Fair Labor Standards Act and production and export laws as well as all laws enacted to protect workers of the respective country of production and Seller shall comply with all Federal Laws relating to the import of products including country of origin, labeling and fabric and product testing.

Seller acknowledges that all technical information in the nature of product data which is supplied to Seller to help facilitate performance of this contract, shall be considered as, and kept confidential by Seller, its agents and employees, and Seller warrants that it will prevent disclosure or use of any such information either directly or by incorporation of such information in manufacturing products for others.

Seller warrants that no part of the goods shall be manufactured in any premises or any factory other than the one stated on the front of this purchase order.

Seller agrees that these warranties shall survive acceptance of the goods. These warranties shall be in addition to any warranties and no other express or implied warranties shall be deemed disclaimed or excluded except in writing signed by the Buyer.

7. INDEMNIFICATION: Seller agrees to indemnify and save Buyer, its parents, subsidiaries, affiliates, and agents, harmless from any and all losses, expenses, awards, and damages, including court costs and reasonable attorney’s fees, related in any way to this contract (including, without limitation, those arising from claims of patent, trademark, or copyright infringement or unfair competition) except to the extent such goods were manufactured strictly in accordance with Buyer’s specifications. Upon receipt of notice, Seller will promptly assume full responsibility for the defense of any suit or proceeding arising out of this Agreement or the goods to which Buyer, its subsidiaries, affiliates, or agents, for any reason may be party.

8. CANCELLATION: Buyer shall have the right to cancel all or any portion of this order upon Seller’s failure to meet delivery as specified herein; for breach of any term appearing in this contract; or, if Seller is adjudicated bankrupt or commits an act of bankruptcy; or if any warranty or representation made by Seller is false in any material respect. If Seller’s failure to perform is due to circumstances beyond Seller’s reasonable control, cancellation shall be deemed to have been made under Paragraph 9 below entitled “Termination.” Such right of cancellation is in addition to, and not in lieu of, any other remedies which Buyer may have.

62

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

9. TERMINATION: Buyer may terminate performance under this contract in whole or in part by written notice. Upon receipt of notice Seller will terminate all work in progress and advise Buyer of the value of work completed and materials purchased prior to notice, and the most favorable disposition Seller can make thereof. Buyer will pay pro-rate share of contract price for finished work accepted by Buyer and reimburse Seller for cost of work in process and materials not allocable to other work. Such payments shall be determined in accordance with generally accepted accounting principles, less value received by Seller for items used or resold by the Seller. Buyer shall not be liable for the cost of defective, damaged, or destroyed work or material. In no event will payment made under this clause exceed the aggregate contract price fewer payments made and adjustments allowed in settlement of the contract. This clause shall constitute Seller’s exclusive remedy in the event this order is terminated by Buyer provided herein. This clause will not apply to any cancellation by the Buyer for default by the Seller or for any other cause allowed by law or under this Purchase Order.

10. WAIVER: Failure of Buyer to require performance of any of the terms, covenants, or conditions of this contract or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such terms, covenants, or conditions, or the further exercise of such right, and the obligations of Seller with respect to such future performance shall continue in full force and effect.

11. ASSIGNMENT: No work under this contract shall be assigned nor shall Seller subcontract for completed or substantially completed goods which are the subject of this contract without Buyers prior written consent.

12. ANTICIPATION: This order is subject to anticipation for prepayment at 18% per annum. Discount and anticipation shall be computed from the date of receipt of goods. Where delivery is required to be made to a consolidator, the date of receipt of goods shall be deemed to be the date three days after the goods destined for our distribution center are actually placed in custody of the consolidator.

13. SPECIAL FEATURES: All merchandise designs and mechanical features which have been supplied by Buyer to Seller, and specially created or developed for Buyer by Seller, or which are distinctive of Buyer’s private label merchandise (“Special Features”), shall be the sole property of Buyer and shall be used only on goods manufactured for Buyer. Buyer may use the Special Features in merchandise manufactured by others and obtain such legal protection as may be available for the Special Features, including without limitation, patents, copyrights and trademarks. Seller shall execute any and all instruments deemed by Buyer to be necessary or desirable to obtain such protection in all countries of the world.

14. TRADEMARKS: If this agreement deals with goods which bear Buyer’s private labeling, trademarks, service marks, trade names, distinctive words, copyrights, logos, pictures or designs (“Properties”), Seller shall not transfer or sell any such goods to any third person without Buyer’s prior written consent. If Buyer's consent is given, Seller shall not under any circumstances sell or otherwise transfer such goods to any third person until the Properties have been physically removed or completely obliterated from the goods and all packaging. It is agreed that Buyer is the sole owner of the Properties and that Seller does not have any rights to the use of the Properties except as stated herein, and, in addition, Seller shall not challenge Buyer's rights to such Properties.

15. SPECIAL CONDITION: Buyer may at its expense elect to supply fabric (or any other materials) to vendor to complete this order. Should Buyer do so, the unit price set forth in this Purchase Order shall be subject to downward adjustment by Buyer.

16. JURISDICTION: This contract shall be governed and construed under and in accordance with the laws of the State of Connecticut. Except for matters regarding intellectual property or confidentiality, all claims and disputes, which arise between the parties under this Agreement, shall be resolved by binding arbitration in Hartford County, Connecticut under the then current Commercial Arbitration Rules of the American Arbitration Association. In the event of litigation between the parties arising under this Agreement, jurisdiction and venue shall be brought only in the United States District Court, District of Connecticut at Hartford, Connecticut or such appropriate state court in Connecticut. The parties hereby specifically waive any right to a jury trial. The parties expressly exclude the application of the United Nations Convention of Contracts for the International Sale of Goods."

63

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

G.INTRODUCTION/WHO TO CONTACT

This document defines guidelines for doing business with Retail Brand Alliance. To facilitate our relationship, we welcome you to contact us for any clarification you might require.

PROBLEM AND/OR INQUIRY	DEPARTMENT	TELEPHONE	FAX
Exceptions to Procedures, Payment Inquiries, General Inquiries/Instructions, Invoicing, Sampling, Packing, Routing and Shipping Send e-mail to: VR@RetailBrandAlliance.com	Vendor Relations	860-741-0771 x 2430 or x 2258	860-745-3984
Quality Assurance/Garment Label Inquiries, Ticket Request	Product Manager	212-682-8800
Scheduling DC Deliveries	Receiving	860-741-0771 x2560
TPM/EDI Questions Send e-mail to: TPMHELPLINE@RetailBrandAlliance.com

H.PURCHASE ORDER RETRIEVAL

The method vendors use to retrieve their Purchase Order will depend on how they will process the particular order.

· EDI vendors receive all of the necessary data in the 850 document.

· TPM vendorsreceive all of the necessary data in the TPM system.

I. RBA/VENDOR CORRESPONDENCE/INQUIRIES

· RBA is committed to prompt notification of any shipment problems, paperwork difficulties and charge backs within 30 days or less in order to resolve problems immediately and prevent them from lingering. We anticipate our vendors will act in the same fashion. If a problem exists, please advise Vendor Relations as soon as possible in writing, by fax or phone.

· Correspondence and a request for problem review that is older than 6 months from date of merchandise receipt will not be accepted for consideration.

· All vendor and factor requests concerning payments will require the check number for verification. No information will be provided on future payments due.

· All vendor debit/credit adjustments are detailed and distributed to the vendor twice a month and on the remittance advice at time of payment. Any and all subsequent requests for documentation either by the vendor or factor will be assessed a $25.00 handling fee per document.

64

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· All vendor adjustments (debit and credit memos) will be deducted at the time of the specific invoice payment.

· All Vendor adjustment information will be detailed directly on the remittance advice. The actual documents will not accompany the remittance.

· Invoices/packing slips/’ASN’ transactions will be considered as final invoice documents and will be reflected as the reference number on all remittance, checks and correspondence.

· RBA makes payment to vendor within a ‘paperless’ environment. Payment is made in accordance with the purchase order terms and style cost at the time of receipt.

· RBA Treasury Department must be provided with written notification of the following:

a. Factoring Agreements

b. Change of factor prior to merchandise shipment.

65

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

SHIPMENT PREPARATION

A.PRESHIPMENT SAMPLING INSTRUCTIONS

1) Photo Sample 

· The RBA Purchase Order clearly defines if Photo Samples are required. See field ’Photo Sample’ on Purchase Order for quantity and size per style required.

· Sample must be invoiced separately at no charge

· Only one invoice is allowed per Purchase Order.

· All samples must be sent prepaid, overnight.

· Samples will not be returned to the vendor.

· Do not break pre-packs to provide samples.

2) Production Sample

· The RBA Purchase Order clearly defines if Production Samples are required. See field ’Production Sample’ on Purchase Order for quantity and size per style required.

· If Purchase Order states Production Samples are requested, PPS (Pre-Production Sample) and TOP (Top of Production Sample) are required at relevant stage of production.

· Sample must be invoiced separately at no charge

· Only one invoice is allowed per Purchase Order.

· All samples must be sent prepaid, overnight.

· Samples will not be returned to the vendor.

· Do not break pre-packs to provide samples.

B. HOW TO SEND SAMPLE

1) Garments:

Send to: Retail Brand Alliance, Inc. / Brooks Brothers

346 Madison Ave.

New York, NY 10017

2) Accessories, Eyewear, Jewelry, Scarves:

Send to: Retail Brand Alliance, Inc. / Brooks Brothers 346 Madison Ave.

New York, NY 10017

ATTN: ACCCESSORY BUYER

NOTE: Please contact the Production Associate when a need exists to provide mutilated production samples.

66

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

C.PRE-TICKETING INSTRUCTIONS

· All vendors are required to pre-ticket merchandise and are responsible for obtaining the tickets so as not to impact delivery timing.

· Vendor is responsible for informing the Production Manager of their required ticket due date, which Production will support with Purchase Order entry.

· You will receive tickets in paper bags - one color of a style per bag. The outside of each bag will be marked with our Purchase Order number, the color name, and color code.

· Ticket quantities will be 10% greater than the quantity ordered.

· For specific instructions on ticket types and placement on product, please consult the appropriate brand specific ticketing guidelines.

· Vendors who wish to produce their own tickets should contact their Production Manager for information.

D.STORE (FLOOR READY) HANGER INSTRUCTIONS

Hangers

· All garments shipped on hangers, (CTH or GOH) must utilize the standard RBA store hanger.

· For specific information on hanger suppliers, please consult the appropriate brand specific hanger guidelines.

E.PRODUCT GARMENT LABELS AND HANGTAGS

· The Purchase Order will dictate if private product labels and/or hangtags are required.

For specifics on obtaining the correct labels and/or hangtags, contact the Production Manager.

67

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

F.PACKING SLIP INSTRUCTIONS

· Shipments will be refused at all consolidator locations and RBA dock in all cases where Bill of Lading information does not match the Invoice/Packing Slip information.

· An Invoice/Packing Slip is required to accompany each Purchase Order/shipment. Attach to Bill of Lading for presentation.

· For each Purchase Order/shipment, there can be no more than one invoice.

Invoice/Packing Slip must contain the following information.

(See Examples pages 17 & 18):
a.	Vendor Name, Address, Phone Number
b.	Invoice Number
c.	Purchase Order Number
d.	Number of cartons in shipment/total weight of shipment
e.	Exact quantities (units) by style, color and size.
f.	Unit Cost
g.	Shipment Number

Note:

· The unit cost must be as indicated on the purchase order.

· If vendor style number is different from purchase style number, both numbers must be indicated.

· The following additional information is required if the order is pre packed.

a. Definition of packs by style, color, size and quantities.

b. Pre pack Type

c. Number of Pre packs

· Do not mail additional copies of invoices to Accounts Payable or Vendor Relations.

· Payment is made in accordance with the purchase order terms and style cost at the time of receipt.

· Verify all Purchase Orders for accuracy prior to shipment release.

68

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1) Example - Packing List – Bulk Merchandise

BULK MERCHANDISE

SHIP FROM:

VENDOR NAME

VENDOR STREET ADDRESS

ANY CITY, STATE, COUNTRY

POSTAL CODE

PHONE NUMBER

SHIP TO:

RETAIL BRAND ALLIANCE

107 PHOENIX AVENUE

ENFIELD, CT 06082

Invoice Number	123456	Invoice Date: 1/0/00
Purchase Order Number	543210
Number of Cartons	16
Carton Weight	480 pounds
Shipment #	009999123456789

Style	Description	Color	Qty	2	4	6	8	10
454	Shirt	Red	325	25	60	60	120	60
452	Shirt	Blue	395	25	60	60	125	25
		Total	620

NOTE: Style 454 reflects Style 11454 on Purchase Order

69

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

2) Example - Packing List – Pre pack Merchandise

PRE PACK MERCHANDISE

SHIP FROM:

VENDOR NAME

VENDOR STREET ADDRESS

ANY CITY, STATE, COUNTRY

POSTSAL CODE

PHONE NUMBER

SHIP TO:

RETAIL BRAND ALLIANCE

107 PHOENIX AVENUE

ENFIELD, CT 06082

Invoice Number	123456	Invoice Date: 1/00/00
Purchase Order Number	543210
Number of Cartons	10
Carton Weight	300 pounds
Shipment #	009999123456789

Style	Description	Color	Qty	P	S	M	L
454	Self Belt Slim	Blue	240	40	60	80	60
		A pre pack 20		1	2	2	1
		B pre pack 20		1	1	2	2
		Total	240

70

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

PACKING INSTRUCTIONS

A. POLY BAG REQUIREMENTS 

· All poly bags must be labeled with the required government warnings, no additional printing on flat packed merchandise bags.

· Do not use high slip poly bags.

· Poly bag should be fitted tight to garment.

B. PACKAGE TYPES 

Note: Due to the automated sorting systems at RBA, the following detailed requirements for package type must be strictly adhered to. The Purchase Order will dictate the appropriate package type. If your product has not been ordered as a re-shippable pre pack (Type R) and does not conform to all our automated sorter requirements as noted below please see number 10) Non-Conveyable (Type J).

1) GOH (Garments on Hangers) - Not Pre packed

· GOH must be sorted by Purchase Order, style, color, size for delivery.

· Poly bags must be heat sealed or tied at the bottom.

· Hangers or merchandise are not to be banded together under any circumstances.

· Maximum weight of individual garment cannot exceed 10 lbs

· If hanger pack cartons are used , do not be seal with staples or straps

2) GOH (Garments on Hangers) – Pre packed

· GOH must be sorted by Purchase Order, style, color, and pre pack type for delivery.

· All pre packed orders will be issued bar coded stickers (Combo SKU) with printed information identifying the pre pack type. For correct Combo SKU placement, please consult the appropriate brand specific ticketing guidelines.

· Pre packs are to be banded together at the hanger hook. Use of rubber bands or twist ties is acceptable. Poly bags must be heat sealed or tied at the bottom.

· Do not ship pre packs without pre pack stickers (Combo SKU).

· Maximum weight of pre pack cannot exceed 10 lbs.

· If hanger pack cartons are used , do not be seal with staples or straps

3) CTH (Carton to Hang) – Not Pre packed

· Shipping carton weight cannot exceed 40 lbs. Do not seal carton with staples or straps.

· One Purchase Order, style, color, size per carton.

· Poly bags must be heat sealed or tied at the bottom.

71

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· Hangers or merchandise are not to be banded together under any circumstances.

· Maximum weight of individual garment cannot exceed 10 lbs.

·          No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

4) CTH (Carton to Hang) - Pre packed

· Shipping carton weight cannot exceed 40 lbs. Do not seal carton with staples or straps.

· One Purchase Order, style, color, pre pack type per carton.

· All pre packed orders will be issued bar-coded stickers (Combo SKU) with printed information identifying the pre pack type. For correct Combo SKU placement, please consult the appropriate brand specific ticketing guidelines.

· Pre packs are to be banded together at the hanger hook. Use of rubber bands or twist ties is acceptable. Poly bags must be heat sealed or tied at the bottom.

· Do not ship pre packs without pre pack stickers (Combo SKU).

· Maximum weight of pre pack cannot exceed 10 lbs

· No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

5) Bulk Packing – Flat Pack Not on Hangers

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· One Purchase Order, style, color, size per carton.

· Poly bag must be sealed; taped end-to-end or heat-sealed fit to size of garment.

· For price ticket placement, please consult the appropriate brand specific ticketing guidelines.

· Maximum dimension for flat pack is 19” x 19” x 6”. Maximum weight is 17.5 lbs.

· Minimum dimension for flat pack is 1.9” x 1.9” X 0.8”. Minimum weight is 2 ounces.

· No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

6) Pre pack – Flat Pack Not on Hangers

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· Follow pre pack specifications from Purchase Order.

· Maximum dimension for pre pack is 19” x 19” x 6”. Maximum weight for all pre packs is 17.5 lbs.

· Minimum dimension for pre pack is 1.9” x 1.9” x 0.8”. Minimum weight for all pre packs is 2 ounces. All pre packed flat orders will be issued bar coded stickers, (Combo SKU), with printed information identifying the pre pack type. These will come with the price tickets. For correct Combo SKU placement, please consult the appropriate brand specific ticketing guidelines.

· Stickers are not to be used to seal the poly bags. Do not ship pre packs without pre pack stickers.

· Only one pre pack type per carton.

· The pre pack must be contained in a clear poly bag. The poly bag must be secured (taped end to end, heat sealed, or in a sealed envelope bag) and fitted to the size of the pre pack.

· No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

7) Re-shippable Pre packs

· One pre pack (as defined on Purchase Order) per carton.

· Carton must be labeled with appropriate UCC128 shipping label created by TPM or EDI.

72

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· The Combo SKU label must be placed on the top of the shipping carton.

· Carton standard – ECT (Edge Crush Test) must be equal to 32 lbs. /inch.

· Loose pieces or broken pre packs are unacceptable.

· Shipping carton weight cannot exceed 40 lbs.

8) Jewelry, Accessories, Giftware *

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· All jewelry, accessories, and giftware must be packed in a sealed protective Jiffy Bag.

· All shipments must meet flat packing requirements:

a. Maximum dimension for flat or pre pack is 19” x 19” x 6”.

b. Maximum weight for flat or pre pack is 17.5 lbs.

c. Minimum dimensions for flat or pre pack is 1.9” x 1.9” x 0.8”.

d. Minimum weight for all flat or pre pack is 50 grams (approx. 2 ounces).

e. Follow Bulk or pre packing instructions as indicated on Purchase Order.

f. No odd units allowed.

g. No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

9) Belts, Hosiery, and Scarves *

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· Package in .02MIL clear Poly bags with a cardboard insert to render the pre pack flat.

· All shipments must meet flat packing requirements:

a. Maximum dimension for flat or pre pack is 19” x 19” x 6”.

b. Maximum weight for flat or pre pack is 17.5 lbs.

c. Minimum dimensions for flat or pre pack is 1.9” x 1.9” x 0.8”.

d. Minimum weight for all flat or pre pack is 50 grams (approx. 2 ounces).

e. No Odd units allowed.

f. No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

10) Non-Conveyable (Type J)

Any merchandise that is ordered as handling Type J can not be processed by our automated sortation system, or is product that must be packed in odd shaped packaging. (Example; Custom gift boxes)

If you feel your product falls into this category but your Purchase Order is not written as such, please contact your Production Manager to request the Handling Type be changed to Type J to insure safe distribution.

*Note: Alternate packaging may be presented for approval prior to shipping. Contact Vendor Relations.

73

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

C.PRECAUTIONS

1) Overages from Purchase Order Quantities

· All units received in excess of the Purchase Order quantities by style and color are subject to a 40% cost reduction per unit.

· Vendor Debit Adjustments will be processed on a daily basis upon DC receipt of goods.

2) Concealed Shipment Overages / Shortages

· Any concealed shipment overage will be made payable to the vendor without the submission of an additional invoice.

· Any concealed shipment shortage will be immediately processed as a vendor debit adjustment.

3) Incorrect Color / Size Scale

· RBA is making significant system changes to manage our business at the Color/Size level. As a result, all shipments are to be received exactly as ordered and the physical shipment must match the invoice/packing slip information. This requirement will be enforced without exception.

4) Style / Color Substitution

· Style and/or Color substitutions will not be permitted.

5) Dye Lot Procedures / Requirements

· RBA has implemented specific procedures for all merchandise that involve dye lots.

· Vendors are required to contact the Production Office prior to dyeing and/or cutting products for specific instructions.

6) Mark Out of Stock (MOS) at Store Level

All vendor products located in the stores that are found to be other than “First Quality” will result in the following:

· Item will be processed as a MOS markdown by the store.

· Vendor Debit Adjustment will be issued at the cost value of the item and assessed a 5% Handling Fee.

· The Item will not be returned to the vendor.

· Vendor debit adjustments will be processed and mailed on a monthly basis for the previous months’ activity.

7) Odd/Last Units

(No odd units allowed for jewelry/accessories, belts, hosiery, and scarves)

· Bulk/Loose

a. One (1) Purchase Order, style, color, per carton.

b. Mixed sizes within a carton must be separated by size.

c. A single TPM or EDI generated” ODD” carton label must be used. The use of more than 1 TPM or EDI label is not allowed.

74

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· Pre packed

a. One (1) Purchase Order, style, color, per carton.

b. No broken pre packs or loose pieces will be accepted.

c. Mixed pre pack types are allowed within the same carton.

d. A single TPM or EDI generated” ODD” carton label must be used. The use of more than 1 TPM or EDI label is not allowed.

e. The maximum number of odd cartons allowed is determined by the number of pre pack types ordered.

8) Return to Vendor (RTV)

The Product Manager will notify the vendor before a shipment is returned. The cost of returned goods will be debited and the vendor will be responsible for freight charges. A $150.00 handling fee will be assessed. The vendor must advise the Product Manager when any return authorization number or label is required.

9) A/R (Auto Replenishment)

No Odd Cartons are allowed

75

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

CARTON LABELING

A.CARTON LABELING INSTRUCTIONS

1) How to Label

· RBA requires all carton labels in UCC-128 format. These labels can be generated in 3 ways

a. EDI: Vendors can generate labels in compliance with our detailed specifications as part of our EDI compliance initiative.

b. Trading Partner Management: Labels can be generated automatically by logging in to our Web based Trading Partner Management system. This system requires a compliant Zebra or Monarch printer. A full list of compliant printers is available in the vendor version of the Trading Partner Management user guide.

c. Trading Partner Management provider option: Labels can be generated for vendor orders via one of RBA’s global Trading Partner Management providers. A service charge is applicable.

Note: Details on these programs are available. Please contact RBA by e-mail at:

mailto:tpm@retailbrandalliance.com

2) Where to Label

· Label placement must be on the side of the carton in the lower left corner 1 inch from the bottom of the carton and 1 inch in from the side. (See illustration below)

· For cartons that are smaller than the carton label, placement must be on the side of the carton, 1 inch from the bottom and 1 inch in from the side. The address portion can be folded on the top of the carton.

76

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

3) Label Types

· Bulk/Loose Packed merchandise label

· Pre pack Merchandise label

· Odd Carton label (Multi SKU Bulk/Loose and Multi Pre pack merchandise)

Note: No carton should have more than 1 UCC-128 label. Multi SKU or Multi pre pack cartons are always represented by a single Odd carton label.

4) Label Ordering

· Vendors who are using a Trading Partner Management provider must ensure labels are ordered in a timely manner to avoid shipping delays.

· New vendors should contact their Product Manager or use the above mentioned e-mail address to be directed to the relevant provider.

77

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

ROUTING INSTRUCTIONS

A.ROUTING INSTRUCTIONS AND FOB DEFINITIONS

These Routing Instructions are an integral part of our Purchase Order terms and conditions. Please adhere to these instructions in order to avoid refusal and/or violation/handling fees.

1) Early Shipment of Merchandise

· Start dates are ‘In House’ RBA dock or consolidator.

· Any shipment received at RBA dock or consolidator prior to the ‘Ship On-Not Before’ date will be considered early and will be refused.

2) Late Shipment of Merchandise

· Completion dates are ‘In House’ RBA dock or consolidator.

· Any shipment received at RBA dock or consolidator after the completion date will be considered late and will be refused.

3) Partial Shipments

· With Product Manager approval, a maximum of two shipments per style can be made against any one Purchase Order.

· Any partial shipment must conform to the original Purchase Order color/size assortment.

· A deduction of 10% will be made for each additional invoice starting with the third invoice.

4) Freight Requirements

· Vendors are required to pay inbound freight charges to consolidator, but are not subject to consolidation fees.

· Specific Routing Instructions must be adhered to on all shipments.

· Shipments will be refused at all consolidator and RBA dock locations in all cases where Bill of Lading information does not match the advance invoice/packing slip information.

· Do not use small package delivery services to deliver to consolidator.

· RBA requires consolidator arrival in compliance with Purchase Order “Ship-On/Not-Before” and “Completion” dates.

78

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

5) Consolidator Locations

1) NY/NJ COMMERICAL ZONE

FOB-CONSOLIDATOR, Freight Prepaid

Expeditors International

Distribution Warehouse

245D Roger Ave.

Inwood, NY 11096

· Hours of Operation: 8:30 AM – 4:00 PM – Monday through Friday

· Phone: 516-371-3330 - FAX: 516-371-2979

· Freight Charges to Expeditors are not allowed.

· Appointments are required on all shipments. A one-hour grace period is extended to each appointment time. All shipments over 75 cartons must be palletized.

· Any appointment made with Expeditors that is not kept or is more than 1 hour late for the appointment will be charged back $200.00 per Purchase Order.

· Any arrival at Expeditors after the 4:00 PM closeout will be charged back a ‘Late Gate’ fee of $230.00 per Purchase Order.

6) All Other Locations

FOB – RBA Dock, Collect

Retail Brand Alliance

107 Phoenix Ave

Enfield, CT 06082

.

· Hours of Operation: 7:00 A.M. – 2:30 P.M. Monday through Thursday

 7:00 A.M. – 11:30 A.M. Friday

· Phone: 860-741-0771 ext.2560  Fax: 860-253-4451

· Carriers to be used:

New England & Eastern U.S. (CT, MA, RI, ME, NH, VT) (DE, MD, NJ*, NY*, PA)	NEW ENGLAND MOTOR FREIGHT
Southern U.S.	OLD DOMINION FREIGHT LINES
(AL, FL, GA, MS, NC, SC, TN)
Kentucky	ROADWAY EXPRESS OR YELLOW
	FREIGHT
North Central U.S.	ROADWAY EXPRESS OR YELLOW
(IA, ID, MT, ND, SD, WY)	FREIGHT
Central U.S.	ROADWAY EXPRESS OR YELLOW
(AR, IL, IN, KS, LA, MI, MN, MO,	FREIGHT
NE, OH, OK, TX, VA, WI, WV)
Western U.S.	ROADWAY EXPRESS OR YELLOW
(CO, NM, OR, UT, WA)	FREIGHT
Arizona, California, Nevada	DAYLIGHT TRANSPORT
Alaska, Canada, Hawaii, Mexico,	CONTACT TRAFFIC OFFICE

** Except for Commercial Zone

79

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· Vendors shipping GOH from Southern, North Central, Central & Western US as well as KY, AZ, CA & NV must call the Traffic Office (Tel# 860-741-0771 ext. 2761) for approved carriers.

· GOH merchandise must be sorted by Purchase Order /style/color/size.

7) Common Carrier Transit Time Standards (Business Days)

Note: Required Distribution Center arrival in compliance with Purchase Order “ship-on/Not-before” and ‘Completion’ date (See Common Carrier Transit Times Standards)

TO ENFIELD OR EAST WINDSOR CT

CARRIER	STANDARD	WEB SITE
NEW ENGLAND MOTOR FREIGHT	2 DAYS	www.nemf.com
DAYLIGHT	5 DAYS	www.dylt.com
OLD DOMINION FREIGHT LINES	4 DAYS	www.odfl.com
ROADWAY EXPRESS		www.roadway.com
&
YELLOW FREIGHT		www.myyellow.com
From Pacific Northwest points	6 DAYS
From West Coast points	6 DAYS
From Southwest points	6 DAYS
From Midwest points	5 DAYS
From Mid-South points	5 DAYS

8) Full Trailer Load

FOB – RBA. DOCK, COLLECT

a. Vendors that anticipate full trailer loads may contact the Traffic Office in Enfield, CT at (860) 7410771 ext. 2761 to arrange for merchandise pick-up.

b. This requires Traffic Office authorization with a minimum of 24 hours prior notice for pick-up arrangements.

c. RBA requires the completion of a load diagram detailing the Purchase Order /Style/Color location within the loaded trailer (see attached example of “RBA TRAILER MAP” Diagram on page 29)

80

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

RBA TRAILER MAP

	FROM:     _____________________
	_____________________
	_____________________
	_____________________
	TO:       _____________________
	_____________________
	_____________________
	TRAILER #: ______________

81

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

	PO#	STYLE	COLOR	# OF CARTONS
	___________ ____________ ____________ ____________ ____________ ____________ ____________ ____________	____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________	____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________	____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________
	TRAILER “MAPS” MUST BE RECEIVED IN THE RBA TRAFFIC OFFICE ON ALL FULL TRAILER LOADS PRIOR TO DELIVERY.

82

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

9) Use of Air Freight

AIR FREIGHT FOB – RBA DOCK VENDOR PAYS FULL FREIGHT

· Requires Vendor Relations Office advance shipment notice and authorization.

· Requires vendor pays full freight and be responsible for freight in transit.

10) Use of Small Package Delivery Services

SUCH AS –UPS, FED EX	FOB RBA DOCK	VENDOR PAYS FULL FREIGHT
GROUND, ETC.

·Requires shipment be made only from non-consolidation points.

·Requires shipment be made only to the RBA distribution center in Enfield, CT.

·Requires a maximum of 2 cartons per shipment, each carton to weigh no more than 40lbs.

·Requires delivery be made within 3 days of shipment from vendor.

11) Shipments Direct To DC By Vendor’s Own Truck

VENDOR’S DELIVERY FOB – RBA DOCK

·Requires vendor to pay freight and be responsible for freight in transit.

·Requires prior approval from Vendor Relations for each shipment.

·Requires RBA dock appointment within 24 hours prior notice. Call Receiving at

·(860) 741-0771 ext. 2560.

12) Bill of Lading Requirements

· Vendor must combine daily shipments with multiple invoices on one bill of lading.

· Shipments will be refused at all consolidator locations and RBA dock in cases where the bill of lading information does not match the advanced invoice/packing slip information.

· In the event any purchase order on the bill of lading is refused, the entire bill of lading will be refused.

· Bill of lading for each shipment must indicate:

a. Purchase Order Number(s)

b. Number of Carton(s) per Purchase Order Number

c. Invoice/Packing Slip Number(s)

d. Style Number(s)

e. A complete and accurate description of merchandise.

f. Current National Motor Freight Classification Number

83

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

NON-COMPLIANCE PENALTY TABLE

NOTE:Shipments not in compliance with RBA standards are subject to shipment refusal.

Third Party Service Charges may be levied in addition to the compliance charges listed.

SECTION IN VIOLATION		RESULTING CHARGEBACKS
GENERAL
·   A	Page 5	Retail Brand Alliance reserves the right to terminate its
·   B	Page 6	relationship and/or contract with any manufacturer or
·   E	Page 9	supplier who fails to comply with our General
·   F	Page 10	Compliance section.
·   I	Page 12	$25.00 per Document

SHIPMENT PREPARATION

·   A	Page 14	$200.00 Handling Fee per Invoice/Packing slip
·   B	Page 14	$200.00 Handling Fee per Invoice/Packing slip
·   C	Page 15	$1.00 per Unit
·   D	Page 15	$1.00 per Unit + Cost of Hangers
·   E	Page 15	$1.00 per Unit
·   F	Page 16	$200.00 Handling Fee per Invoice/Packing slip

PACKING INSTRUCTIONS

·   A	Page 19	$1.00 per Unit
·   B1&B2	Page 19	$1.00 per Unit
·   B3-B10	Page 19-21	$50.00per Carton and/or $1.00 per Unit
·   C 1	Page 22	40% Cost Reduction per Unit
·   C 2	Page 22	Cost per Unit x Number of Pieces
·   C 3&C 5	Page 22	$500.00 Handling Fee
·   C4	Page 22	$500.00 HF or Return at Vendor’s Expense + $500.00 HF

·   C 6	Page 22	Cost per Unit + 5% Handling Fee
·   C 7	Page 23	$ 50.00 per Carton
·   C 8	Page 23	Cost of Unit, All Freight charges + $150.00 HF
·   C 9	Page 23	$ 50.00 per Carton

CARTON LABELING

·   A1&A2 Page 24 $ 50.00 per Carton

84

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

ROUTING INSTRUCTIONS

· A1&A2	Page 26	2% of Invoice per Day
· A3	Page 26	10% per Additional Invoice
· A4	Page 26	$200.00 per PO
· A5	Page 27	$200.00 per PO
· A6	Page 27	$200.00 per PO
· A9	Page 30	$500.00 Handling Fee
· A10	Page 30	$500.00 Handling Fee

85

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT H

QUARTERLY AND ANNUAL OPERATING REPORTS REQUIRED BY LICENSOR

QUARTERLY OPERATING REPORT – due within [---------]¹¹³ from the close of every quarter

· Wholesale Sales of Licensee– All Gross Sales and Net Sales listed by Country and all Net Sales listed by Major Retail Account (defined as any retailer with estimated retail sales of the Licensed Products of at least [---------] ¹¹⁴ per year)

· Ex Factory Sales of Licensee – All Gross Sales and Net Sales listed by Distributor

· Discontinued Sales of Licensee – All Gross Sales and Net Sales listed by Retailer

ANNUAL OPERATING REPORT – due within [---------] ¹¹⁵ from the close of every Year of the Term

· Wholesale Sales of Licensee - All Gross Sales and Net Sales listed by Country and all Net Sales listed by Major Retail Account (defined as any retailer with estimated retail sales of the Licensed Products of at least [---------] ¹¹⁶ per year)

· Ex Factory sales of Licensee – All Gross Sales and Net Sales listed by Distributor, and Licensee to use commercially reasonable efforts to provide All Distributors’ Gross Sales and Net Sales by Country and Major Retail Account (defined as any retailer with estimated retail sales of the Licensed Products of at least [---------] ¹¹⁷ per year)

· Discontinued Sales of Licensee– All Gross Sales and Net Sales listed by Retailer

· Image Plan and Marketing Fund – All marketing, advertising, and promotional expenditures and activities for the prior year

¹¹³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.113.

¹¹⁴Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.114.

¹¹⁵Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.115.

¹¹⁶Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.116.

¹¹⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.117.

86

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MC^]1YP#GJC?/Q_>H\X!SU1OGX_O4><`YZHWS\?WJ/.`<]4;Y^/[U'G`.>J-\ M_']ZCS@'/5&^?C^]1YP#GJC?/Q_>H\X!SU1OGX_O4><`YZHWS\?WJ/.`<]4; MY^/[U'G`.>J-\_']ZCS@'/5&^?C^]1YP#GJC?/Q_>H\X!SU1OGX_O4> EX-21 11 v106279_ex21.htm

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, S.A.	France
Nickel USA, Inc.	Delaware
Inter Parfums Limited	United Kingdom
Inter Parfums Gmbh	Germany
Inter Parfums srl	Italy
Inter España Parfums et Cosmetiques, SL	Spain

EX-23 12 v106279_ex23.htm

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-136988 and 333-146583) and Form S-3 (No. 333-141963) under the Securities Act of 1933 of  (i) our report dated March 10, 2008 with respect to the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007and (ii) our report dated March 10, 2008on the effectiveness of the internal controls over financial reporting of Inter Parfums, Inc. as of December 31, 2007. Each report appears in the December 31, 2007 Annual Report on Form 10-K of Inter Parfums, Inc.

Mazars LLP

New York, New York

March 10, 2008

EX-31.1 13 v106279_ex31-1.htm

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 3, 2008

/s/ Jean Madar

Jean Madar, Chief Executive Officer

EX-31.2 14 v106279_ex31-2.htm

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 7, 2008

/s/ Russell Greenberg

Russell Greenberg

Chief Financial Officer and

Principal Accounting Officer

EX-32 15 v106279_ex32.htm

Exhibit 32

CERTIFICATION

Each of 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, 2007, 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 3, 2008	By:	/s/ Jean Madar
		Jean Madar
		Chief Executive Officer
Date: March 7, 2008	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.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-4.26

Exhibit 4.26

2004 STOCK OPTION PLAN OF INTER PARFFUMS, INC.

Addendum to the Plan

FRANCE

1 GENERAL

This Addendum to the Plan sets out the terms of the 2004 Stock Option of Inter Parfums, Inc. (the "Plan"), in relation to France.

This Addendum should be read in conjunction with the Plan and is subject to the terms and conditions of the Plan except to the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this Addendum in which event the terms set out in this Addendum shall prevail.

The terms of this Addendum are the terms set out in the rules of the Plan modified as follows:

2 APPLICATION

This Addendum will apply to any Optionee who is or may become subject to French tax (i.e. income tax and/or social security tax) on options granted under the Plan.

3 ELIGIBILITY

The Committee may not grant an option under this Addendum to an individual:

Ø unless he is employed by the Company or by a company with sufficiently close capital links to the Company as defined in Article L225-180 of the French "Code de Commerce" in France; OR

Ø unless he is a director with a management function as defined in Article L225-185 of the French "Code de Commerce" in France of the Company or of a company with sufficiently close capital links to the Company as defined in Article L225-180 of the French "Code de Commerce" ; OR

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 1 of 4

Ø who owns more than 10% of the share capital of the Company and who may not therefore be granted an option to satisfy the requirements of sub-paragraph 2 of Article L225-182 of the French "Code de Commerce"; OR

Ø who is a member of the Committee.

4 EXERCISE PRICE

The exercise price for an option shall be determined on the date on which the Committee resolves to grant the option.

The exercise price in the case of options to subscribe for unissued shares may not be:

Ø lower than 95% of the average stock exchange price during the 20 dealing (trading) days preceding the grant

In the case of options to purchase existing shares (also known as treasury shares), the exercise price may not be:

Ø lower than 95% of the average stock exchange price during the 20 dealing (trading) days preceding the grant

Ø in addition, lower than 95% of the average actual repurchase price of the shares by the Company of its own shares to be allocated to the Optionee, provided the shares are repurchased prior to the date of grant of the options.

5 GRANT OF OPTIONS

An option may not be granted in the period of 20 dealing days immediately following a distribution of dividends or a capital increase.

Furthermore, options cannot be granted under this Addendum

Ø within the 10 dealing days before or after the publication of the annual consolidated accounts, where required, or of the Company’s annual accounts;

Ø within a period beginning with the date at which the Company's board of directors become aware of any information which, were it to be public knowledge, could have a material impact on the Company's share price and ending 10 dealing days after the information becomes public knowledge.

If the option is an option to buy existing (treasury) shares of common stock, the repurchase of the shares by the Company can take place either within a twelve month period preceding the date of grant of the option, or prior to the date on which the options become exercisable if exercisability conditions exist.

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 2 of 4

6 VESTING AND EXERCISE

6.1 Options granted under this Addendum shall vest and become exercisable on the day following the fourth anniversary of the date of grant, subject to paragraph 9 of this Addendum.

7 SALES RESTRICTIONS

The shares acquired upon exercise of the options issued under this Addendum will be freely transferable in France, subject to the following conditions:

7.1 The above mentioned shares may not be sold or otherwise disposed of before the day following the fourth anniversary of the date of grant;

7.2 The sales restrictions provided by sub-paragraph 7.1 above shall not apply in the case of death or of 2nd or 3rd category disability of the Optionee as defined under Article L341-4 of the French Social Security Code;

7.3 The sales restrictions provided by sub-paragraph 7.1 above shall not apply in the case of:

a) dismissal of the Optionee by the Company or any subsidiary of the Company provided that the Optionee exercised his options at least 3 months prior to receipt of notice of dismissal;

b) the Optionee’s retirement (as defined in the 3^rd paragraph of Article L. 122-14-13 of the French Labor Code) provided that the Optionee exercised his options at least 3 months prior to the date of termination of his/her employment contract;

7.4 If the Committee so decides in its absolute discretion, after due regard to the Optionee's personal circumstances, the sales restrictions provided by sub-paragraph 7.1 may be lifted;

7.5 The sales restrictions provided by sub-paragraph 7.1 will only apply to the extent that they would not impose a restriction on resale of the shares for a period of more than three years from the date of exercise of the option, in accordance with Article L225-177 of the French "Code de Commerce".

7.6 With regard to transfer restrictions in the United States of the shares acquired on exercise options granted under this Addendum, the provisions of Article 11 of the Plan apply.

8 NON-TRANSFERABILITY OF OPTIONS

No option granted under this Addendum may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except in the case of death of the Optionee. All options granted under this Addendum shall be exercisable during the Optionee's lifetime, only by the Optionee.

9 DEATH OF AN OPTIONEE; EARLY TERMINATION OF OPTION

9.1 If the Optionee dies, his options must be exercised by his heirs (if at all) within six months after his death after which the option will expire.

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 3 of 4

9.2 Notwithstanding Section 9(b) of the Plan that provides for termination of a nonqualified stock option simultaneously with the termination of association of an Optionee with the Company and its Subsidiaries, the Committee shall have the authority, in its sole discretion, to determinewhether and under what conditions options granted under this Addendum will terminate upon the Optionee leaving the Company and to waive any such condition.

10 ALTERATION OF PLAN

Any alteration or addition, which would affect the subsisting rights of an Optionee, will, in all cases, require the consent of the Optionee.

11 PLAN LIMITS

Options may not be granted under the Plan:

Ø over more than one third of the Company’s share capital in the case of options to subscribe for unissued shares; or

Ø over more than 10% of the total number of such shares in issue in the case of options to purchase existing shares.

12 ADJUSTMENTS

The exercise price of an option may not be changed during the term of the option.

However, the Company is required to ensure the protection of the Optionees’ rights under the conditions provided in Article L 228-99 of the French Code de Commerce in the event of the following specific operations:

· Capital amortization or capital reduction;

· Change in the allocation of earnings;

· Grant of free shares;

· Capitalization of reserves, issue premiums or earnings;

· Distribution of reserves;

· Any issuance of equity securities or any rights giving access to equity securities including a preferential subscription right to the benefit of the shareholders.

No adjustment may be made to the option which is inconsistent with French law and, in particular, with Sections 174.8 to 174.16 of the Decree no. 67-236 of 23 March 1967.

13 CHANGES

The Committee may not change the Plan in a way which affects this Addendum, or options granted under this Addendum, if the change is inconsistent with French law and in particular with French legislation on stock options as defined in Articles L225-177 to L225-185 of French "Code de Commerce".

February 2008 2004 Stock Option plan of Inter Parfums, Inc. Page 4 of 4

EX-4.27

Exhibit 4.27

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Nonqualified Stock Option Contract

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 26^th day of December, 2007, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _________ (“Option Holder”).

W I T N E S S E T H:

1.The Company, in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”) effective on the 15^th day of December 2006, and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan (the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified stock option to purchase an aggregate of ______shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $18.865 per share.

2.Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the fifth year from the date of grant.

3.(a)Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).

(b)In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

5.Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

6.The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-136988 under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

7.(a)The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

(b)In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

8.Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

2

9.(a)The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

(b)In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

(c)In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

(d)Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

(e)The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

10.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.

11.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.

INTER PARFUMS, INC.

By:

[Name and Title]

3

Schedule of Executive Officers and Number of Shares Underlying Option

Executive Officer	Number of Shares
Jean Madar	19,000
Philippe Benacin	19,000
Russell Greenberg	15,000

4

EX-4.28

Exhibit 4.28

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Nonqualified Stock Option Contract

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 14^th day of February, 2008, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _________ (“Option Holder”).

W I T N E S S E T H:

1.The Company, in accordance with the resolutions adopted by the Company’s Executive Compensation and Stock Option Committee (the “Committee”) effective on the 15^th day of December 2006, and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan (the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified stock option to purchase an aggregate of ______shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of $16.945 per share.

2.Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be six (6) years from the date hereof; provided that, such option shall vest and become exercisable to purchase shares of Common Stock as follows: 20% one year after the date of grant, and then 20% on each of the second, third, fourth and fifth consecutive years from the date of grant on a cumulative basis, so that each option shall become fully vested and exercisable on the fifth year from the date of grant.

3.(a)Subject to the provisions contained in Section 2 hereof, this option may be exercised from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 100 Shares (unless less than 100 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Company’s Executive Compensation and Stock Option Committee (the “Committee”).

(b)In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy its obligation to withhold federal, state and local income taxes or other taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

5.Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

6.The Option Holder understands that the Shares have been registered for issuance to the Option Holder in Registration Statement No. 333-136988 under the Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

7.(a)The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the SEC Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

(b)In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

8.Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

2

9.(a)The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

(b)In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates, or in the event of the death or disability of the Option Holder, the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

(c)In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

(d)Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

(e)The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

10.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.

11.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.
 

INTER PARFUMS, INC.

By:

[Name and Title]

3

Schedule of Executive Officers and Number of Shares Underlying Option

Executive Officer	Number of Shares
Jean Madar	9,250
Philippe Benacin	9,250

4

EX-4.29

Exhibit 4.29

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.

Nonqualified Stock Option Contract

THIS NONQUALIFIED STOCK OPTION CONTRACT is entered into effective as of the 14 day of February, 2008, by and between INTER PARFUMS, INC., a Delaware corporation (the “Company”) and _____ (“Option Holder”).

W I T N E S S E T H:

1.The Company, in accordance with the resolutions adopted by the Executive Compensation and Stock Option Committee of the Board of Directors of the Company (the “Committee”) effective on the 14^th day of February 2008, and the terms and subject to the conditions of the Company’s 2004 Stock Option Plan as amended by the Committee pursuant to the French Stock Option Subplan Addendum dated 14 February 2008 (the “Addendum”) (the 2004 Stock Option Plan and the Addendum are sometimes collectively referred to as the “2004 Plan”), hereby grants to the Option Holder as of the date set forth above, a nonqualified stock option to purchase an aggregate of ______shares (the “Shares”) of the common stock, $.001 par value per share, of the Company (the “Common Stock”), at the exercise price of U.S.$16.945 per share.

2.Subject to earlier termination as provided in the 2004 Plan, the term of this option shall be for a period of six (6) years from the date hereof, until 13 February 2014; provided that, this option shall not vest or become exercisable to purchase shares of Common Stock until 14 February 2012, at which time 100% of this option shall vest and become exercisable to purchase shares of Common Stock.

3.(a)Subject to the provisions contained in Section 2 hereof, this option may be exercised, between 14 February 2012 and 13 February 2014, from time to time in whole or in part prior to the end of the term of the option (but not with respect to less than 50 Shares (unless less than 50 Shares remain to be purchased, then such amount remaining), or fractional Shares), by giving written notice to Inter Parfums SA (4 rond-point des Champs Elysées - 75008 Paris - France, att. Chief Financial Officer ) which will forward such notice to the Company at its principal office, presently 551 Fifth Avenue, New York, New York 10176, stating that the Option Holder is exercising this option, specifying the number of Shares purchased and accompanied by payment in full of the aggregate purchase price therefor (i) in cash or certified check or (ii) with previously acquired shares of Common Stock or a combination of the foregoing if permitted in the sole discretion of the Committee.

(b)The Option Holder understands that he will be subject to the French Tax laws and he shall have to pay to the French Tax Authorities and French Social Security Authorities any taxes incurred by reason of exercise of his options rights. In addition, upon the exercise of this option, the Company may withhold cash and/or Shares to be issued with respect thereto, having an aggregate fair market value equal to the amount which it determines is necessary to satisfy taxes incurred by reason of such exercise. Alternatively, the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. The Company shall not be required to issue any Shares pursuant to this option until all required payments have been made.

4.This option is not transferable otherwise than by will or the laws of descent and distribution and may be exercised, during the lifetime of the Option Holder, only by the Option Holder or his legal representatives.

5.Nothing in the 2004 Plan or herein shall confer upon the Option Holder any right to continue in the employ of, or be associated with, the Company, its Parent or any of its Subsidiaries, or interfere in any way with the right to employment or association of the Option Holder with the Company, its Parent or any of its Subsidiaries.

6.The Option Holder understands that the Shares have been registered for issuance to and resale by the Option Holder in Registration Statement No. 333-136988 under the United States Securities Act of 1933, as amended (the “Act”). Resale to the public by the Option Holder is to be made under Rule 144 under the Act in accordance with the procedure for resale of “affiliate shares” in the absence of a subsequent effective registration statement for the resale of the Shares. Notwithstanding registration under the Act, the Option Holder understands that in accordance with the provisions of the Company’s Code of Business Conduct, (i) the Option Holder must obtain permission from the Company’s Chief Financial Officer prior to any sale of the Shares; and (ii) the use of material non-public information in connection with the sale of the Company’s shares (“Insider Trading”) or the communication of such information to others who use it in trading the Company’s shares (“Tipping”) is strictly prohibited.

7.(a)The Option Holder understands that the Company maintains its internet website at www.interparfumsinc.com which is linked to the United States Securities and Exchange Commission (“SEC”) Edgar database. The Option Holder can obtain through the Company’s website, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange as soon as reasonably practicable after the Company has electronically filed with or furnished them to the SEC.

(b)In addition, the Company will cause to be delivered to the Option Holder, upon request to the Company directed to either the Chief Financial Officer or the Controller, without charge to the Option Holder, a copy of the documents incorporated by reference into the Registration Statement, other than exhibits (unless such exhibits are specifically incorporated by reference into the Registration Statement).

(c)The Option Holder understands that effectiveness of the French Stock Option Subplan Addendum dated 14 February 2008 is made subject to the approval of the shareholders of the Company at the next meeting of shareholders, which is scheduled for July or August 2008.

8.Notwithstanding anything to the contrary, if at any time the Chief Executive Officer, Board of Directors of the Company or the Committee shall determine it its discretion that the listing or qualification of the Shares on any securities exchange, with national securities association or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of an option, or the issue of Shares thereunder, or the sale of the Shares, then this option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Chief Executive Officer, Board of Directors or the Committee.

9.(a)The Company and the Option Holder further agree that they will both be subject to and bound by all of the terms and conditions of the 2004 Plan, which is incorporated by reference herein and made a part hereof as if fully set forth herein.

(b)In the event the Option Holder's employment by, or association with, the Company, its Parent or any of its Subsidiaries terminates

(i)as a result of serious misconduct (which shall be determined in the sole and absolute discretion of the Committee), then this option shall immediately terminate; or

(ii)by reason of retirement, resignation, or dismissal for other than serious misconduct, then under Section 9.2 of the Addendum, the Committee shall have the authority, in its sole discretion, to determine whether and under what conditions options granted underthe Addendum will terminate upon the Option Holder leaving the Company and to waive any such condition; or

(iii)in the event of the death or disability of the Option Holder, then the rights hereunder shall be governed by, and made subject to, the provisions of the 2004 Plan.

(c)In the event of a conflict between the terms of this Contract and the terms of the 2004 Plan, then in such event, the terms of 2004 Plan shall govern.

(d)Except as otherwise provided herein, all capitalized terms used herein shall have the same meaning ascribed to them in the 2004 Plan.

(e)The Option Holder agrees that the Company may amend the 2004 Plan and the options granted to the Option Holder under the 2004 Plan, subject to the limitations contained in the 2004 Plan.

10.This Contract shall be binding upon and inure to the benefit of any successor or assign of the Company and to any executor, administrator or legal representative entitled by law to the Option Holder's right hereunder.

11.This Contract shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have entered into this Contract effective as of the date first above written.

INTER PARFUMS, INC.

By:

Russell Greenberg, Executive Vice President

Schedule of French Executive Officers and Number of Shares Underlying Option

Last Name	Number of Shares
Philippe Santi	8,500
Frédéric Garcia-Pelayo	8,500
Hugues De La Chevasnerie	5,000
Axel Marot	3,150

EX-10.132

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

BROOKS BROTHERS

MANUFACTURING AND LICENSE AGREEMENT

BETWEEN

RETAIL BRAND ALLIANCE, INC., d/b/a Brooks Brothers - LICENSOR

AND

INTER PARFUMS USA, LLC. — LICENSEE

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

BROOKS BROTHERS

MANUFACTURING AND LICENSE AGREEMENT

(“Agreement”)

A.	Effective Date: Shall mean the date the last party has executed and delivered this Agreement.
B.	Licensor:	Retail Brand Alliance, Inc., d/b/a Brooks Brothers
		346 Madison Avenue, New York, NY 10017
		Attention:	President – Strategic Development and International Business
			with a copy to General Counsel
			100 Phoenix Avenue, Enfield, CT 06082

Licensee:	Inter Parfums USA, LLC, a New York limited liability company
	551 Fifth Avenue, New York, NY 10176
	Attention:	Chief Executive Officer
	with a copy to:	Joseph A. Caccamo, Esq .
		GrayRobinson P.A
		Attorneys at Law
		401 E. Las Olas Blvd.
		Suite 1850
		Ft. Lauderdale , FL 33301

Each party’s signature below indicates its acceptance of this Agreement including and specifically incorporating the attached Standard Terms and Conditions and Exhibits which are an inseperable part of this Agreement.

Retail Brand Alliance, Inc.,		Inter Parfums USA, LLC
d/b/a Brooks Brothers		By: Inter Parfums, Inc., Sole Member
By:	/S/ ______________	By:	/S/ ________________
	Name: Title: Date:		Name: Jean Madar Title: CEO Date:

2

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

BROOKS BROTHERS

MANUFACTURING AND LICENSE AGREEMENT

STANDARD TERMS AND CONDITIONS

1. DEFINITIONS. The following terms shall have the following definitions when used in this Agreement:

1.01."Licensed Marks" shall mean the trademarks listed on Exhibit B and insofar as they are registered in countries enumerated on Exhibit D, and any approved form of the Brooks Brothers logo, as shown on Exhibit B and Exhibit D, together with any and all such new trademarks as may be developed, acquired or registered by on behalf of Licensor and its Affiliates, only with Licensor’s prior written approval.

1.02.(a)"Products" shall mean only those fragrance and personal care products specifically described in Exhibit A, namely, fragrances, home fragrance products, skincare products, bath products, body care products and cosmetics.

(b)"New Products" shall mean all Products bearing Licensed Marks which are manufactured by or for Licensee from designs, formulas and concepts delivered or approved by Licensor hereunder.

(c)“Existing Products” shall mean any of Licensor’s Products sold by Licensor through Licensor’s U.S. Stores prior to the sale of New Products pursuant to the terms of this Agreement except the products under the Royall product line.

(d)“Licensed Products” shall mean New Products and Existing Products. .

1.03."Net Sales" shall mean Gross Sales less Allowable Deductions. For purposes of the definition of Net Sales in this Section 1.03, notwithstanding anything to the contrary contained in this Agreement, Net Sales shall not include sales to Licensor, including any and all of Licensor’s U.S. Stores, as hereinafter defined, and Paradies Stores, as hereinafter defined.

1.03.1“Gross Sales” shall mean the aggregate of the invoiced amounts of Wholesale Sales, as defined herein, and Ex Factory Sales, as defined herein, for Licensed Products shipped or sold by Licensee or Licensee’s Affiliates (as defined herein) for sale solely in Combined International Distribution Channels.

1.03.2“Allowable Deductions” shall mean: (1) customary trade allowances which may include: (a) term discounts and (b) markdown monies but only in connection with Discontinued Goods (the “Markdown Monies”), (2) taxes paid, (3) freight (to the extent included on an invoice), and (4) returns actually received. No deduction shall be made for any reserves for any Allowable Deductions provided that Licensee may deduct Allowable Deductions only to the extent Allowable Deductions have actually been taken. Customary trade allowances including term discounts (but excluding Markdown Monies) are not to exceed [------------]¹ of Gross Sales in any given annual period. In the event Markdown Monies exceed [---------------]²of Gross Sales in any given annual period, Licensor‘s prior written consent shall be required and any further mark-downs on Discontinued Goods shall also require Licensor’s prior written consent.

¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.1.

² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.2.

3

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1.03.3“Wholesale Sales” shall mean all sales only through the Combined International Distribution Channels of Licensed Products shipped or sold by Licensee or any of Licensee’s Affiliates to a retailer or other entity that sells the Licensed Products directly to consumers.

1.03.4“Ex Factory Sales” shall mean all sales only through the Combined International Distribution Channels of Licensed Products shipped or sold by Licensee or any of Licensee’s Affiliates to any wholesaler or distributor other than Licensee or Licensee’s Affiliates.

1.04.“Territory” shall mean the world.

1.05."Upscale International Distribution Channels” shall be Distributors in the Territory (not including the United States and Puerto Rico) who have been pre-approved by Licensor and who are in the business of distributing upscale or designer Products to only the better department stores and better specialty stores in the Territory whose location, merchandising and overall operations are consistent with the high quality of Licensed Products, the reputation, image and prestige of the Licensed Marks. Better department stores and better specialty stores shall be upscale retail outlets, specialty stores, and department stores that sell not less than five (5) upscale or designer brands, such as Ralph Lauren, Burberry, Chanel, Giorgio Armani and Calvin Klein. Notwithstanding the foregoing, Upscale International Distribution Channels shall not include any of Licensor’s International Stores.

1.06.(a)"Year" shall mean the twelve (12) month period commencing January 1 and ending the following December 31; provided, however, that the “Launch Year” shall commence on the Effective Date and shall terminate on December 31, 2008.

(b)“Accounting Period” shall mean each three (3) month calendar period commencing January l, April l, July l and October 1, respectively, or such shorter period in whichLicensee has rights to distribute Licensed Products hereunder.

(c)"Effective Date" shall mean the date in Section A of this Agreement.

1.07.(a)"Discontinued Goods", “Remaining Discontinued Goods” and “Remaining Inventory” shall mean only those Licensed Products defined in Section 20.01.

1.08.“Guaranteed Minimum Royalty” shall have the meaning set forth in Section 8.01.

1.09.“Retail Price” shall mean actual retail price of each unit of Licensed Products.

4

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.
 

1.09.01 “Initial Retail Price” shall mean the price established by Licensor as the initial retail price to be marked on the relevant Licensed Products in Licensor’s U.S. Retail Stores (as herein defined) as determined in good faith by Licensor with input from Licensee. With respect to Licensee’s concern that it be required to produce and sell products for a price below its actual cost plus a reasonable gross profit based upon Licensee’s historical gross margins, Licensee shall advise Licensor whether or not Licensee is able to produce the relevant Licensed Product at the Initial Retail Price set by Licensor. In the event Licensee has given Licensor such advice, and Licensor and Licensee cannot agree on the Initial Retail Price for any Licensed Product, Licensee shall have no obligation to produce such Licensed Product.

1.10.“Licensor Cost of Goods Purchase Price” shall have the meaning set forth in Section 3.02.

1.11.“Initial Launch” shall mean the first delivery of Licensed Products for sale in Licensor’s U.S. Retail Stores (as herein defined) and Licensor’s U.S. Factory Stores (as herein defined).

1.12.“Paradies” shall mean the Licensor’s licensee for casino resort stores and airport stores in the United States and Canada.

1.13.“Paradies Stores” shall mean stores operated by Paradies in the United States and Canada.

1.14.“Target Sales” shallmeanLicensor’s targeted Ex Factory Sales of Licensed Products through the Combined International Distribution Channels throughout the Territory for each Year as stated in the Business Plan attached hereto and made a part hereof as Exhibit C.

1.15.“Creative” shall mean products, product fragrances (or formulas and formula combinations), concepts, Formulae, product names, product line names, formula/ingredient descriptions, instructions, packaging, bottle and container configurations and colors, 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 the Products. The Creative, other than Formulae, is and shall be deemed to be owned by Licensor.

1.16.“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 Products to be produced. Formulae shall be for the exclusive use of Licensor, but shall not be deemed to be owned by Licensor.

1.17.“Term” shall have the meaning set forth in Section 4.01 hereof.

1.18.“Combined International Distribution Channels” means Duty-Free Channels of Distribution, the Upscale International Distribution Channels and Licensor’s International Stores.

1.19.“Contractor” shall mean any person, firm or company appointed or proposed as a contractor to perform work on behalf of Licensee pursuant to this Agreement, with Licensor’s prior written consent.

5

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1.19.1“Distributor” shall mean a third party other than Licensee or Licensee’s Affiliates utilized by Licensee with the prior written approval of Licensor, for the sole purpose distributing and/or marketing the Licensed Products in the Territory.

1.19.2“Affiliate” shall mean, in the case of Licensor, an entity or person which directly or indirectly controls or is controlled by or is under common control with Licensor, and, in the case of Licensee, shall mean an entity or person which directly or indirectly controls or is controlled by or is under common control with Licensee.

1.20.“Duty-Free Channels of Distribution” means Duty-free, in-flight and cruise ship channels of distribution within and outside the United States.

1.21. “Licensor’s International Stores” means Licensor’s retail or factory stores, shop-in-shops or any other store operating under the Licensed Marks or owned or operated by Licensor, Licensor’s Affiliates, Licensor’s Joint Venture Partners or Licensor’s Other Licensees, other than Licensor’s U.S. Stores and Paradies Stores.

1.22.“Sales Royalty”shall have the meaning set forth in Section 9.01 hereof.

1.22.1.“Ex Factory Sales Royalty” shall have the meaning set forth in Section 9.01 hereof.

1.22.2.“Wholesale Sales Royalty” shall have the meaning set forth in Section 9.01 hereof.

2. GRANT.

2.01.Subject to the terms and conditions of this Agreement and the rights of Licensor’s Affiliates, other licensees (“Other Licensees”) and joint venture partners (“Joint Venture Partners”) as enumerated on Exhibit D-2 herein or pursuant to Third Party Agreements (as defined herein) entered into by Licensor in accordance with Section 19.05 hereof, Licensor hereby grants to Licensee during the Term (as hereinafter defined) the exclusive, non-transferable rights to use each Licensed Mark as a trademark only on and in connection with

(a)the exclusive development, production, and manufacture, at Licensee’s sole cost and expense, of the Licensed Products in the Territory;

(b)the exclusive distribution of Licensed Products for sale solely in (i) Licensor’s retail stores in the United States and Puerto Rico (“Licensor’s U. S. Retail Stores”), (ii) Licensor’s factory stores in the United States and Puerto Rico (“Licensor’s U.S. Factory Stores”) (collectively, the “Licensor’s U.S. Stores”), and (iii) Paradies Stores in the United States and Canada;

(c)the exclusive distribution and sale of the Licensed Products solely for sale through the Duty-Free Channels of Distribution and the Upscale International Distribution Channels in the Territory, provided that in countries where Licensor has Affiliates, Other Licensees or Joint Venture Partners with rights as enumerated on Exhibit D-2 or with rights granted pursuant to Third Party Agreements entered into by Licensor in accordance with Section 19.05 hereof, Licensee shall have the non-exclusive right to distribute and sell Licensed Products through the Duty-Free Channels of Distribution and the Upscale International Distribution Channels in such countries and shall have the exclusive right to distribute and sell Licensed Products to such Affiliates, Other Licensees or Joint Venture Partners;

6

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(d)the non-exclusive advertising and promotion, at Licensee’s sole cost and expense, of the Licensed Products in the Territory;

(e)the non-exclusive distribution and sale of Licensed Products for sale in Licensor’s International Stores in the Territory, provided that in countries where Licensor has Affiliates, Other Licensees or Joint Venture Partners with rights as enumerated on Exhibit D-2 or with rights granted pursuant to Third Party Agreements entered into by Licensor in accordance with Section 19.05 hereof, Licensee shall have the exclusive right to distribute and sell Licensed Products to such Affiliates, Existing Licensees or Joint Venture Partners.

It shall be understood that Paragraphs (a), (b), (c), (d) and (e) of this Section 2.01 shall comprise the “Scope” of the rights granted to Licensee herein. Licensee has no rights to develop, produce, manufacture, distribute, or sell Licensed Products beyond the Scope. Notwithstanding the above, the Scope shall not include any Products not carrying the Licensed Mark, or any other trademark, brand or trade name that may be confusingly similar to the Licensed Marks that is developed by Licensee.

2.02 (a)Licensor reserves all rights to the Licensed Marks including, but not limited to, all uses on the internet, except as specifically granted herein to Licensee and Licensor may exercise such rights at any time. Notwithstanding anything in this Agreement to the contrary, nothing shall be construed to limit Licensor's or its licensee’s rights to use the Licensed Marks on or in connection with the Licensed Products to be presented and sold by Licensor in the Territory as part of its collection and/or in Licensor’s U.S. Stores or in Licensor’s International Stores, its internet website and catalog, provided, however, that Licensor and its Affiliates shall purchase Licensed Products solely from Licensee.

(b)Notwithstanding anything contained in this Agreement, Licensee may not sell Licensed Products through any electronic media (including, but not limited, to television, radio or the internet, the “Unauthorized Distribution Channels”) without Licensor’s prior written approval, which may be withdrawn or rescinded for a commercially reasonable reason. With respect to the unauthorized marketing, advertising, distribution or sale of Licensed Products by retailers through Unauthorized Distribution Channels over which Licensee has no control or participation, Licensee shall: (1) inform Licensor at the very first instance of its awareness of any such retailer’s unauthorized marketing, advertising, distribution or sale of Licensed Products in Unauthorized Distribution Channels; (2) require all its Distributors to submit all advertising, catalog and other sales materials related thereto to Licensor for Licensor’s enforcement action and/or approval; and (3) if necessary, terminate such agent, Contractor, Distributor or retailer for failure to give or submit copies of such materials to Licensor or for failure to comply with Licensor’s directive to discontinue any unauthorized marketing, advertising, distribution or sale of Licensed Products in Unauthorized Distribution Channels. .

2.03Licensee’s rights in the Territory shall be subject to the following:

(a) the restrictions and the rights of Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners enumerated on Exhibit D-2 or rights granted pursuant to Third Party Agreements entered into by Licensor in accordance with Section 19.05 hereof, but solely to the extent set forth in Exhibit D-2 and except as provided in Section 19.05 herein;

7

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)with respect to Licensee’s rights of distribution and sale in the United States, Puerto Rico and Canada, Licensee shall not distribute or sell Licensed Products to stores or other entities other than Licensor’s U.S. Stores and Paradies Stores in the United States and Canada without Licensor’s prior written consent;

(c)if Licensor decides that it shall grant additional distribution rights in the U.S. to distribute or sell Licensed Products to stores or other entities other than Licensor’s U.S. Stores and Paradies Stores in the United States and Canada (the “Additional Rights in the U.S.”), then Licensor shall give Licensee the right of first refusal to be granted such Additional Rights in the U.S.; provided however, that if Licensee does not exercise such right of first refusal to be granted Additional Rights in the U.S. within ninety (90) days, then Licensor shall have the right to grant such Additional Rights in the U.S. to another licensee (the “Non-Inter Parfums Licensee”), and provided further, that if Licensor grants Additional Rights in the U.S. to a Non-Inter Parfums Licensee, such Non-Inter Parfums Licensee shall purchase Licensed Products solely from Licensee; and

(d)Licensee shall not distribute License Products in any country where Licensor has a pending application for registration of a trademark until such application for registration is complete and Licensor’s Licensed Marks are fully registered therein. Moreover, Licensee will not sell Licensed Products in any country where Licensor does not have the Licensed Marks registered or in violation of law. Upon Licensee's written request, Licensor may elect, in its sole and absolute discretion, to grant Licensee permission to distribute Licensed Products in any particular country (or countries) wherein the pending registration has not been completed, subject to the terms and conditions set forth in Section 18 below.

2.04(a)With respect to the restrictions and the rights of Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners enumerated on Exhibit D-2, Licensor covenants and agrees with Licensee that Licensor shall use its commercially reasonable efforts to (i) prohibit all manufacturing of Products by Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners; and (ii) amend or revise such existing agreements for the purpose of removing and prohibiting all manufacturing rights for Products.

(b)If any of Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners manufacture any Products, then

(i)The Ex Factory Sales Targets set forth on Exhibit C for Year 4 and for the cumulative period beginning on the Effective Date until the end of Year 4 shall be reduced by one dollar for each dollar of Products sold by Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners (and if sold in a foreign currency, then the equivalent U.S. dollar value using the exchange rate as published by the Wall Street Journal on the last day of the month during the month in which the Products were sold); and

(ii)Licensee shall received a credit against the Guaranteed Minimum Royalties set forth in Section 8.01 and the Sales Royalty set forth in Section 9.01 by the amount equal to the Sales Royalty that would have been paid on the sale of Products manufactured by Licensor’s existing Affiliates, Other Licensees and Joint Venture Partners, had Licensee made such sales of manufactured Products.

8

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

2.05.All Licensed Products shall bear the Licensed Mark(s), except as hereinafter provided, and no Licensed Product shall be sold or otherwise distributed by Licensee under any trademark other than the Licensed Marks including, without limitation,under a "private label" of Licensee or any customer of Licensee. Licensee shall not use the Licensed Marks on or in connection with the Licensed Products or any other product manufactured from designs neither provided nor approved by Licensor or on Licensed Products distributed by any person or entity, including Licensee, as premiums, promotions, giveaways or fundraisers except as part of Licensee’s Image Plan, as hereinafter defined. Any other use of the Licensed Mark by Licensee or Licensee’s Affiliates shall require the express written consent of Licensor. Licensee shall not use any Licensed Mark as part of its corporate name or any trade name, nor shall Licensee join any name or names with the Licensed Marks so as to form a new mark.

2.06.During the Term, Licensee shall not participate in business transactions which are inconsistent with the purpose of this Agreement or which would have a material adverse effect on Licensee's ability to meet its obligations under this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall preclude, prohibit or otherwise restrict Licensee and Licensee’s Affiliates from developing, manufacturing, promoting, marketing, distributing and selling any products not bearing the Licensed Marks.

2.07.In the event of any dispute between Licensee and any other licensee of Licensor in the Territory with respect to the products covered by their respective licenses, Licensor reserves the right, to resolve any such dispute in good faith and within a reasonably feasible time, taking into account the rights of Licensee hereunder and the protection of the Licensed Marks, in a commercially reasonable manner.

3. SALES TO LICENSOR’S U.S. STORES AND PARADIES STORES.

3.01.(a)Licensee, for itself and any of Licensee’s Affiliates, agrees to sell to Licensor, its Affiliates, subsidiaries and Paradies, the Licensed Products. Licensee agrees to use its commercially reasonable efforts to have the Initial Launch on or about November 1, 2008.

(b)Licensor agrees to use commercially reasonable efforts to enable Licensor’s U.S. Factory Stores to carry all core Licensed Products.

3.02.For all approved Licensed Products sold by Licensee to Licensor, other than Licensed Products sold through Combined International Distribution Channels, Licensor shall pay Licensee [-----------------------]³of the Initial Retail Price (“Licensor Cost of Goods Purchase Price”). Notwithstanding anything contained in this Agreement, Licensee shall sell Licensed Products at the same Licensor Cost of Goods Purchase Price to Paradies Stores as sold to Licensor.

³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.3.

9

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

3.03.Licensee shall invoice Licensor upon delivery, FOB Licensor’s distribution center or designated consolidator based on the applicable purchase order, and Licensor shall pay the amounts due and owing to Licensee hereunder within [-----------]⁴ from the date of delivery of Licensed Products by Licensee. In the event of a good faith dispute with regard to a portion of an invoice, Licensor may withhold solely the portion of the payment relating to the disputed portion of the invoice.

3.04.In the event of any conflict between the provisions of this Agreement and a purchase order submitted by Licensor or Paradies, the provisions of this Agreement shall prevail.

3.05.Commencing not less than [-----------]⁵ prior to the Initial Launch and thereafter for each 180 consecutive day period throughout the Term on a monthly rolling basis, Licensor covenants and agrees to provide to Licensee a good faith estimate of the orders for Licensed Products to be required by Licensor for each following
[------------------]⁶ period on a monthly rolling basis (each a “Scheduling Order”), and notwithstanding anything to the contrary contained herein, Licensee shall not be required to fulfill orders for Licensed Products in excess of [-----------------]⁷ of the relevant Scheduling Order within any month of the requisite 180 consecutive day period.

3.06.By no later than three (3) months following the Initial Launch, Licensor is anticipated to be selling in Licensor’s U.S. Retail Stores, a minimum of [----------]⁸ SKUs of the Licensed Products (“Initial SKU Commitment”). If Licensor has not satisfied the Initial SKU Commitment during this three (3) month period, then Licensor shall use its commercially reasonable efforts to promptly increase the presence of the Licensed Products currently being sold through additional exposures and placements in Licensor’s U.S. Retail Stores to attain the same shelf presence that the Initial SKU Commitment would have achieved.

3.07.Upon request of Licensor, Licensee shall supply to Licensor, on a one time basis only and free of any charge to Licensor, no earlier than the time of Initial Launch, Licensed Product samples for solely such Licensed Products that the parties agree in writing require testers, such as fragrances and body lotions (“Product Samples”), consisting of [----------]⁹ items for each SKU, which are to be used by Licensor for promotional, brand-building or and marketing purposes at its discretion, provided that under no circumstances shall Product Samples be sold by or on behalf of Licensor and its Affiliates. At Licensor’s request, Licensee shall provide Licensor with additional Product Samples (such SKUs that the parties agree upon in writing) for promotional and marketing purposes (the “Marketing Products”), at a reduced price of  [---------------------]¹⁰ of the suggested retail price of such Marketing Products in the United States.

⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.4.

⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.5.

⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.6.

⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.7.

⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.8.

⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.9.
¹⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.10.

10

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

3.08.Commencing on the Initial Launch, Licensee shall supply to Licensor free of any charge to Licensor, Licensed Product samples equal to [-----------]¹¹ for each SKU per month for each of Licensor’s U.S. Stores and Paradies Stores (for solely such Licensed Products that the parties agree require testers, such as fragrances and body lotions) each labeled as a “tester” (collectively “Testers”), which are to be used by Licensor solely as in-store testers by employees and customers, and not in any other manner. Under no circumstances shall Testers be sold by or on behalf of Licensor and its Affiliates. Testers shall be agreed upon as part of the Annual Plans.

3.09.At the request of Licensor, Licensee agrees todevelop andsell to Licensor such point-of-sale material (such as vials, bags, displays and counters) as the parties agree in writing, as and when such items may be available, at the purchase price equal to the Licensee’s cost of such point of sale material.

3.10.All goodsshipped to Licensor or its Affiliates must comply in all material respects with the procedures set forth in Licensor’s Guidelines for Domestic Vendors attached hereto and made part hereof as Exhibit G. Notwithstanding the foregoing, no monetary charges, damages or penalties shall be imposed as the result of the violation of any provision of Licensor’s Guidelines for Domestic Vendors except to the extent such violation materially affects Licensor’s ability to conduct its normal business operations. Licensee shall bear the risk of loss for the Licensed Products shipped under this Agreement until the Licensed Products have been delivered to Licensor’s distribution center or Licensor’s designated consolidator based on the applicable purchase order.

3.11.Licensor shall inspect all Licensed Products delivered and any (i) claims for damages or improper quantity shall be made by notice to Licensee within [--------------]¹²of the delivery to Licensor of Licensed Products and (ii) claims for Licensed Products that do not meet Licensor’s specifications and requirements, or that were manufactured in breach of the terms and conditions of this Agreement (“Nonconforming Goods”), shall be made by notice to Licensee within a reasonable time after Licensor’s discovery of such Nonconforming Goods. The failure by Licensor to interpose any such claim within such applicable period shall act as a waiver of any such claims, and such Licensed Products shall be deemed to have been accepted by Licensor. Licensee agrees to provide to Licensor, and Licensor agrees to accept that Licensor's sole remedy for claims made by Licensor for damaged Licensed Products or shortage in the quantity of Licensed Products delivered, will be the replacement of Licensed Products in the same quantity and type for which the Licensor is making such claim.

3.12.All Nonconforming Goods for which a claim is timely made under Section 3.11 above may be returned by Licensor to Licensee at Licensee’s cost; provided however, that Licensor complies with the normal customer return procedures of Licensor, which are detailed in Licensor’s Guidelines for Domestic Vendors attached hereto and made part hereof as Exhibit G. Licensee shall not be entitled to receive any payment for units returned pursuant to this Section and must reimburse Licensor for any amounts already paid for such Nonconforming Goods.

¹¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.11.

¹² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.12.

11

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

4. TERM.

4.01.(a)Unless earlier terminated pursuant to the terms and conditions of this Agreement, the term of this Agreement (the "Term") shall commence on the Effective Date, and shall continue in full force and effect until December 31, 2013, as follows:

Product Design/Launch Year: Effective Date to December 31, 2008

Year 1: January 1 to December 31, 2009

Year 2: January 1 to December 31, 2010

Year 3: January 1 to December 31, 2011

Year 4: January 1 to December 31, 2012

Year 5: January 1 to December 31, 2013

(b)Licensee shall be granted an automatic five (5) year extension term after the expiration of this Agreement commencing on January 1, 2014 until December 31, 2018 (the “Extension Term”), under the terms and conditions applicable to the Extension Term as provided herein and in Exhibit C-2 attached hereto, upon notice from Licensee to Licensor to extend this Agreement which notice shall be given not more than eighteen (18) months but not less than twelve (12) months prior to the expiration of the initial Term, provided, if, and only if, the following conditions are satisfied before any such extension takes effect:

(i)Licensee has achieved the Ex Factory Sales Target set forth on Exhibit C for Year 4 or [----------]¹³ in Ex Factory Sales for the cumulative period beginning on the Effective Date until the end of Year 4; and

(ii)No Event of Default, as hereinafter defined in Section 4.03, exists.

If Licensee fails to fulfill any of the conditions set forth in this Section 4.01, Licensee shall give Licensor written notice of its desire to extend not less than [-------------]¹⁴ prior to the expiration of the initial Term. Within [----------]¹⁵ days from Licensor’s receipt of such notice, Licensor shall have the option to: (1) grant Licensee the Extension Term under the terms and conditions provided herein and in Exhibit C-2 attached hereto; or (2) grant the Extension Term under new terms and conditions to be negotiated and agreed by the parties; or (3) terminate the Agreement as provided herein.

¹³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.13.

¹⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.14.

¹⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.15.

12

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(c)If the Extension Term has been exercised, then Licensor and Licensee agree to negotiate in good faith the terms of a second five (5) year optional extension term not less than six (6) months prior to the expiration of the Extension Term.

(d)“Term” shall also be deemed to include the Extension Term if either or both of the Extension Term or the second five (5) year optional extension has been granted and the context of this Agreement so indicates.

4.02.Time is of the essence with respect to all payments of Guaranteed Minimum Royalty or Sales Royalty hereunder. If Licensee should fail to make any payment in full of any Guaranteed Minimum Royalty or Sales Royalty within five (5) business days when due, (i) Licensee shall pay interest on such unpaid sum from and including the date such payment becomes due until the date of payment in full at a rate equal to the prime rate prevailing in New York, New York at Citibank, N. A., from time to time during the period of such delinquency, plus [-------------]¹⁶,not to exceed the maximum allowed by law and (ii) if such default should continue uncured for a period of five (5) business days after notice to Licensee that such five (5) business days has elapsed without payment, then such failure shall constitute an Event of Default..

4.03Any of the following events shall constitute an “Event of Default”:

(a)Licensee fails to pay the Guaranteed Minimum Royalty or Sales Royalty as set forth in Section 4.02;

(b)Licensee commits any material breach of this Agreement which is not capable of remedy;

(c)Licensee commits any material breach of this Agreement which is capable of remedy and fails to remedy such breach within [-------------]¹⁷ of Licensor’s written notice to Licensee of the breach or if such cure cannot be reasonably be effected within such [----------------]¹⁸period, substantial efforts have not been expended by Licensee or Licensee’s Guarantor with reasonable prospects for a cure within a commercially reasonable time. Notwithstanding the foregoing, if Licensee conducts its business hereunder in a manner which requires Licensor to give more than [---------------]¹⁹notices for a material breach in any consecutive [------------------]²⁰period pursuant to this Section 4.03 to obtain Licensee's compliance with this Agreement, then Licensor may elect to refuse to permit Licensee to cure such material breach; or;

¹⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.16.

¹⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.17.

¹⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.18.

¹⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.19.

²⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.20.

13

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(d)If Licensee should fail to perform any of the other terms, conditions, agreements or covenants it is obligated to perform hereunder which is curable within [-------------]²¹but continues uncured for a period of [----------------]²² after Licensor gives Licensee written notice, or if said breach is curable but not within [------------------]²³and all reasonable steps necessary to cure have not been taken within said [-------------]²⁴or Licensee is not diligently taking all steps necessary to cure said breach as promptly as practicable. Notwithstanding the foregoing, a series of otherwise non-material breaches, whether curable or not, could under the appropriate facts and circumstances, rise to the level where such failures taken in the aggregate could be deemed to materially adversely affect the business of Licensor, the Licensed Marks or the ability of Licensee to carry out the spirit and intent of this Agreement, which could then be considered an Event of Default; or

(e) Licensee or any Licensee Affiliate directly or indirectly opposes (or assists any third party to oppose) the registration or renewal of any of the Licensed Marks, design and/or patent or any trademark, design and/or patent application or renewal of Licensor; or

(f)Licensee or any Licensee Affiliate itself registers or disputes or directly or indirectly assists any third party to dispute the validity of any of the Licensed Marks, design and/or patent of Licensor; or

(g)If Licensee commences or becomes the subject of any case or proceeding under any applicable federal, state or foreign bankruptcy laws or if a court appoints a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for Licensee and any such involuntary proceeding or appointment is not discharged within [------------------]²⁵; or

(h)If Licensee should default on any material obligation which is secured by a security interest in any Licensed Product, and such default is not cured within the applicable cure time, if any; or

(i)At any time after Year 1,if Licensee shall have failed to continue the manufacture and sale of any Licensed Products in commercial quantities for a period longer than [---------------]²⁶; or

(j) Upon the happening of a Transfer Transaction, as defined in Section 4.05.

4.04.Upon an Event of Default, then Licensor may, upon written notice to Licensee:

(a)immediately terminate this Agreement in its entirety; or

²¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.21.

²² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.22.

²³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.23.

²⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.24.

²⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.25.

²⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.26.

14

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)immediately terminate the Agreement as to one or all of the Products; or

(c)inform Licensee that Licensor is considering terminating the Agreement, and at any time during the [---------------]²⁷following such notice, give Licensee not fewer than [----------------]²⁸notice of the day when the Agreement shall terminate, in whole or in part.

4.05 A "Transfer Transaction" will be deemed to have occurred if, (a) Licensee sells or otherwise disposes of a controlling interest in its business or assets to a third party including, without limitation, through a sale of stock (it being agreed that expiration or termination of any contracts now or hereafter existing of Licensee shall not be deemed to be a Transfer Transaction), (b) operating control of Licensee is transferred (if then-current management of Licensee is changed or no longer is involved directly in the day-to-day (executive) supervision of Licensee's performance under this Agreement, provided, however, that nothing in this Section 4.05 shall be deemed to prohibit the hiring, termination or reassignment of personnel or realignment, reassignment or allocation of personnel duties in the sole discretion of Licensee), or (c) Licensee takes any action which is prohibited pursuant to Section 16.01 below.

5. CONFIDENTIALITY; SECURITES DISCLOSURE.

5.01.Licensee acknowledges that all information relating to the business and operations of Licensor which it acquires, learns or will learn during the Term, all special design concepts which Licensor provides and has provided to it and all Creative, Formulae, prototypes and product concepts including, without limitation, coloration, fabrication, packaging and sourcing information and identification of manufacturing contractors (the "Licensor Confidential Information")received by it from Licensor or approved by Licensor which are not commonly or currently known in the marketplace are valuable property of Licensor. Licensee acknowledges the need to preserve the confidentiality and secrecy of such Licensor Confidential Information and agrees that, during the Term and after the expiration or other termination hereof, it shall not use or disclose same, except to the extent expressly provided herein, and it shall take all necessary steps to ensure that use of Licensor Confidential Information by it, by Licensee’s Affiliates or by its Contractors, Distributors and suppliers (which use shall be solely as necessary for, and in connection with, the manufacture, distribution, sale, advertising and promotion of Licensed Products) shall preserve such confidentiality and secrecy in all respects. Licensee hereby indemnifies Licensor against any and all damage of any kind which may be suffered by Licensor as a result of any breach by Licensee, by Licensee’s Affiliates or any of its agents and/or Contractors, Distributors and suppliers of the provisions of this Section. The provisions of this Section and Licensee's obligations hereunder shall survive the expiration or termination of the Term. Notwithstanding the foregoing, Licensor Confidential Information shall not include the following:

(a)information that at the time of receipt by Licensee was already known to Licensee;

²⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.27.

²⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.28.

15

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)information that at any time is received by Licenee or any of Licensee’s Affiliates from a third party, which was lawfully in possession of the same and had the right to disclose the same; and

(c)information that as of the date of receipt by Licensee is in the public domain or subsequently enters the public domain without fault on the part of Licensee or Licensee’s Affiliates; or

(d)is disclosed pursuant to compulsory process, or federal, state or local governmental requirement after Licensee has notified Licensor of such compulsory process or governmental requirement, and Licensor has had the opportunity to obtain a protective order or confidential treatment agreement with provisions equivalent to the provisions of this Agreement.

5.02. Licensor and Licensee shall mutually agree upon the content and distribution of a joint press release to be issued upon execution of this Agreement, as well as public disclosure on the Current Report on Form 8-K. Licensor acknowledges that Licensee’s parent, Inter Parfums, Inc., is a publicly held company with its Common Stock traded on The Nasdaq Global Select Market and is subject to reporting requirements of the United States federal securities laws, and its subsidary, Inter Parfums, S.A. has its shares traded on the Euronext, and is subject to its reporting requirements. Nothing in the Agreement shall prohibit the disclosure as may be required of Inter Parfums, Inc. under such securities laws.

5.03.Subject to the provisions of Section 5.02 above, without the prior written consent of the other party, either party will not, and will direct its directors, officers, employees, Affiliates and representatives not to, disclose to any person that this Agreement exists, that any information has been made available or any opinion or view with respect to the other party or any information relating to the other party.

5.04Licensor and its Affiliates shall not purchase or sell the securities of Inter Parfums, Inc., its indirect subsidiary, Inter Parfums, S.A., or communicate material non-public information relating to Inter Parfums, Inc. or Inter Parfums, S.A. to any other person under circumstances under which it is reasonably foreseeable that such person is likely to purchase or sell the securities of Inter Parfums, Inc. or Inter Parfums, S.A. if such persons were to be in possession of material non-public information.

MANUFACTURE OF LICENSED PRODUCTS AND QUALITY CONTROL.

6.01.The contents and workmanship of Licensed Products (including all Creative and Formulae) shall at all times be of the highest quality and Licensed Products shall be distributed, offered for sale and sold with packaging and sales promotion materials appropriate for highest quality Products and consistent with Licensor’s standing and reputation in the retail industry and with the public as a first-rate retail firm, all with Licensor’s prior approval.

6.02.Licensee is solely responsible for selecting and managing all Contractors that perform services for Licensee pursuant to this Agreement. Licensee, however, must be sure that all such Contractors who are involved or provide services in connection with product design, package design, overall creative marketing and visual display (i.e., Licensee’s primary creative agencies, not Distributors’ agencies who are focused on adapting creative images for their markets) or final filling and manufacturing processes, are approved in writing by Licensor (“Approved Contractor”) prior to their performance of any such services. Licensor’s approval of any Approved Contractors shall in no way diminish Licensee’s obligations under this Agreement. Licensee shall remain responsible and liable to Licensor for all obligations hereunder including, but not limited to, those undertaken by an Approved Contractor. Approved Contractors may not subcontract the development, production, manufacture or distribution of any Licensed Products except to Approved Contractors who have been approved to provide such services for such Licensed Products. Licensor shall have no legal or financial liability to any Contractors or subcontractors of Licensee.

16

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

6.03.Licensee shall be responsible, at its sole cost and expense, for development of product concepts, Formulae, other Creative and all other aspects of actual or proposed Licensed Products, for making all samples and all aspects of the manufacture and safety in compliance with applicable law.

6.04.On an annual basis, Licensee (with Licensor’s collaboration in Licensor’s sole discretion) shall prepare a product development plan for the next calendar year (each an “Annual Plan”). The Annual Plan shall set forth descriptions of the Licensed Products Licensee plans to develop (including a description of each SKU), and a timeline for the development of each of these products, all subject to Licensor’s prior written approval.

6.05.Licensee shall, at its expense, create, develop and manufacture the Licensed Products, which shall be subject to the prior written approval of Licensor, in its sole discretion, and Licensee shall provide written notice to Licensor at each stage of production, as follows:

· Product concept,

· bottle or container design and styling,

· development and choice of Personal Care Products or Home Fragrance Products,

· development and choice of packaging, and

· choice of the product name.

6.06.Licensor shall have [--------------]²⁹from the date of Licensor’s receipt of the submission by Licensee of a matter for approval to either approve or reject such matter. Licensor acknowledges that in connection with the development of the Licensed Products, time deadlines are extremely important at each stage of development. Accordingly, if Licensor fails to respond within the aforementioned [------------------]³⁰approval period, then such submission for approval will be deemed disapproved and Licensee shall resubmit such submission to Licensor. If Licensor does not respond within [-------------]³¹from Licensor’s receipt of Licensee’s second submission for approval, Licensor shall be deemed to have provided its approval for such matter submitted for Licensor’s approval.

²⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.29.

³⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.30.

³¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.31.

17

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

6.07.At Licensor’s sole discretion, and at Licensor’s expense, Licensor may use quantitative means (such as focus groups or other consumer oriented tests) to evaluate the variations and select the most appropriate variations for further refinement and/or development. Licensor shall not, however, be bound by the results of any such concept testing.

6.08.Licensee shall ensure that all prototypes submitted for approval must adhere to the legal requirements in territories in which manufacturing and distribution of Licensed Products are anticipated to occur and any territories from which components or ingredients thereof may be obtained.

6.09.Licensor, at is sole cost and expense, shall ensure that it has secured all intellectual property rights in the Licensed Marks (including but not limited to, any new brand names and trademarks, whether developed by Licensor or Licensee) and Licensee shall ensure that it has secured all other legal requirements in Licensed Products such that the Licensed Products may freely be manufactured, distributed, marketed or sold in the Territory.

6.10.Licensor shall give Licensee sufficient advance notice of the countries within the Territory where Licensed Products are presently sold and intended to be sold in order to permit Licensee to comply with the applicable law of each such country. Licensee must adhere to any special ingredient restrictions, shelf-life requirements, labeling requirements and all other legal requirements for each such country within the Territory. Licensee will not sell Licensed Products in any country where Licensor does not have the Licensed Marks registered or where Licensor has a pending application for registration for the Licensed Marks or in violation of law, unless allowed by law.

6.11(a)It is specifically understood and agreed that Licensor's decision to give its approval pursuant to this Agreement may be based solely on Licensor's subjective standards and may be withheld in Licensor's sole and absolute discretion; provided however, that approvals, once given, may be withdrawn within [--------------]³²  from over-all program approval with an objectively identified good faith, commercially reasonable basis, and not in the unreasonable discretion of the Licensor provided however, that if such approval once given, is withdrawn without an objectively identified good faith, commercially reasonable basis, then Licensor shall reimburse Licensee the actual cost that may have been incurred by Licensee, if any, in respect of the items for which approval was withdrawn and for which Licensee has presented reasonable supporting documentation, within [-----------------]³³of the presentation of such costs to Licensor. For instance, Licensor’s right, in its sole discretion, to disapprove or withdraw its approval shall include, but not be limited to, Licensor’s right to revoke its approval for any material, packaging and/or contents of a Licensed Product because its source of origin may be from the unethical treatment of animals. Licensor agrees that, if it withdraws a previously provided approval after [--------------------]³⁴from the time Licensor gave its overall program approval, with an objectively identified commercially reasonable basis therefor, the relevant Licensed Products that may be affected by the withdrawal of Licensor’s approval shall be considered Discontinued Goods and shall be subject to the provisions of Section 20.01.

³² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.32.

³³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.33.

³⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.34.

18

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b) Licensor shall have the right to approve any and all elements of the Licensed Products including but not limited to: (i) aroma, (ii) concept, (iii) Formula, (iv) Creative, (v) packaging materials, (vi) quality, (vii) design, (viii) materials (including the ingredients, pattern, color, composition and weight thereof), (ix) packaging, (x) the elements of the Licensed Marks to be used therewith, and (xi) the combinations and manner of use of such Licensed Marks (including, where relevant, the location, juxtaposition and size of any Licensed Marks appearing thereon). Licensor also reserves the right to approve and confirm that such Licensed Products conform with the relevant samples and/or specifications pre-approved by Licensor in writing in all respects. Licensor’s approval is understood to be specific to the Licensed Products for which such approval is given, unless otherwise specified by Licensor in writing.

(c)Before Licensee makes any change to any aspect of the development, manufacture, production or distribution of a Licensed Product (including any changes to Creative therefor), Licensee must submit to Licensor a complete description of the change and the reason for the change. Licensor, in its sole discretion, will approve or reject such submission.

6.12.Notwithstanding the last sentence of Section 6.11(a) above, if Licensor requests Licensee to change a Licensed Product in order to comply with regulatory or legal requirements, then Licensee shall comply with the request and will develop, produce, manufacture and distribute conforming Licensed Product at Licensee’s sole cost and expense within [-----------]³⁵of Licensor’s request. However, in the event any of the Licensed Products need to be recalled for failure to comply with regulatory or legal requirements, Licensee shall use its commercially reasonable efforts to remove such Licensed Products from all points of sale within [--------------]³⁶from the date Licensee receives notice of such nonconforming condition unless a shorter period is required by law.

6.13.(a)Each Licensed Product shall be manufactured, packaged, labeled, sold and distributed in accordance with all applicable national, state, provincial, local or other laws and regulations as well as the “Work Place Code of Conduct” as shown on Exhibit E attached hereto and made a part hereof. Licensor's approval of any sample shall not be construed to mean that Licensor has determined that the sample conforms to the laws or regulations of any jurisdiction referred to above. All Approved Contractors shall comply with the Work Place Code of Conduct. Notwithstanding anything to the contrary contained in the Work Place Code of Conduct, Licensor shall not have the right to terminate this Agreement as the result of a breach of the Work Place Code of Conduct unless such breach remains uncured after [------------]³⁷from the time Licensee receives notice of such breach. Any breach of either this Agreement or the Work Place Code of Conduct by one of Licensee’s Contractors shall be deemed a breach by Licensee, provided, however, that notwithstanding the last paragraph of the Work Place Code of Conduct, Licensee shall be permitted to cure such breach within the grace period provided in this Section 6.13 by taking appropriate corrective action with the breaching Contractor, up to and including termination of such Contractor.

³⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.35.

³⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.36.

³⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.37.

19

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Licensee shall display, including, without limitation, on all tags, labels and packaging for each Licensed Product and all business documents, advertising, promotional, publicity and exploitation material relating to it, any Licensed Mark only in such form and manner as is specifically approved by Licensor and its legal counsel. Licensee also shall cause to appear on all such items, such legends, markings and notices as either may be required by any law or regulation in the Territory or as Licensor reasonably may request including, without limitation, such legends, markings or notices, which may include Licensee's trade name or trademark, necessary to inform consumers that the Licensed Products are manufactured and/or distributed by Licensee. Licensee will acquire no proprietary rights in the Licensed Marks by virtue of such use.

6.14.(a)Licensor also shall have the right, upon reasonable advance notice to Licensee, to inspect the manufacturing process for each Licensed Product produced under this Agreement at whatever place or places they may be manufactured.

(b)Notwithstanding any contrary provision herein, if, at any time, any production of Licensed Product is disapproved by Licensor on the grounds that such sample does not conform to the approved preproduction sample and approved related range as presented to Licensor by Licensee or Licensor’s standards, Licensor shall so advise Licensee and, upon Licensee's receipt of such advice by written notice, approval with respect to that Licensed Product shall be deemed revoked. Thereafter, Licensee shall not manufacture or release such disapproved Licensed Product for public distribution until a new approval has been given for that Licensed Product.

7. ADVERTISING.

7.01.(a)In recognition of the importance of consumer advertising in developing and projecting the image of the Licensed Marks and in enhancing the sales of Licensed Products, Licensee, in conjunction with Licensor, will develop a program for all Licensed Products bearing the Licensed Marks for distribution and sales of License Products outside of the United States (the "Image Program").Licensor shall have the right to pre-approve, in accordance with section 7.03 (f) below, any and all aspects of the Image Program and any other advertising and promotion that is outside the Image Program, if any, shall require Licensor’s prior written approval at all times. In line with the foregoing, Licensee shall submit to Licensor for its review a detailed one year advertising and marketing plan (the “Annual Marketing Plan”) at least [----------------]³⁸before the beginning of each Year showing the budget for advertising and marketing expenditures for each country in the Territory. Furthermore, approximately every [-----------------]³⁹, Licensee agrees to conduct a review and status update meeting with Licensor, at which meeting Licensee will submit to Licensor a status report on the Annual Marketing Plan,

(b)As part of the Image Program, Licensor and Licensee shall jointly develop a set of guidelines (the “Marketing Guidelines”) which Licensee shall furnish to its Affiliates, Distributors, Contractors, and/or other business partners as needed who wish to participate in the Image Program and Licensee shall use reasonable commercial efforts to ensure its Affiliates, Distributors, Contractors and/or other business partners adhere to the Marketing Guidelines.

³⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.38.

³⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.39.

20

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

7.02 (a)In connection with the Image Program to be conducted by Licensee pursuant to Section 7.01(a) above, Licensee agrees that Licensee and its Distributors in the aggregate shall commit to spend in each Year an amount equal to [---------------]⁴⁰of Net Sales (the "Marketing Fund"), provided however, that the Marketing Fund shall never be less than the greater of (i) the minimum marketing fund amount as enumerated on Exhibits C and C-2, respectively, or (ii) [--------------]⁴¹of the prior year’s Net Sales except that for the Year 2010, the Marketing Fund shall never be less than the minimum marketing fund amount as enumerated on Exhibit C (the “Minimum Marketing Fund”).

(b)Licensee’s costs or expenditures for participation in trade shows and/or for any other sales-related expenses including, but not limited to, slotting fees, trade advertising, showroom costs, sales samples, as well as travel and entertainment expenses, shall not be charged to the Marketing Fund.

7.03 (a) The Marketing Fund shall be computed annually at the time Licensee renders the statement of its Chief Financial Officer in accordance with Section 10.02 hereunder. In the event the Marketing Fund is more than the Minimum Marketing Fund for any given Year during the Term or any Year during any Extension Term, if applicable, then in such event, the difference between the Marketing Fund and the Minimum Marketing Fund for such Year, but solely to the extent that the Marketing Fund has not actually been expended by Licensee and its Distributors (the “Marketing Shortfall”), shall be added to the Marketing Fund commitment for the next Year (the “Carryover Year”). Further, both the Marketing Fund due for the Carryover Year and any Marketing Shortfall from the prior Year shall be expended by Licensee and its Distributors in conjunction with the Image Program by the end of the Carryover Year.

(b)If Licensee and its Distributors fail to spend the Minimum Marketing Fund for any Year, or the Marketing Shortfall, if any, from the prior Year during any Carryover Year, then within [-------------]⁴²of either notice from Licensor or the date of an annual Operating Report that sets forth the failure to spend the Minimum Marketing Fund for any Year, or the Marketing Shortfall, if any, from the prior Year during any Carryover Year, Licensee shall spend such deficiency. The failure of Licensee to spend such deficiency within such [----------------]⁴³period shall be deemed a material breach of this Agreement.

⁴⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.40.

⁴¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.41.

⁴² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.42.

⁴³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.43.

21

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(c)In the event there exists a Marketing Shortfall in the last Year of the Term or in the last Year of any Extension Term, if applicable, and Licensor has determined to continue in the business of selling Products, then Licensee shall be responsible to pay Licensor only [-------------]⁴⁴ of such Marketing Shortfall within
[--------------]⁴⁵after the expiration or termination of the Term, or the Extension Term, as may be the case.

(d)If Licensor determines not to continue selling Products after the Term or the Extension Term, if any, then notwithstanding anything to the contrary in this Agreement, Licensor agrees to waive Licensee’s Marketing Fund commitment for the last Year of the Term or any Extension Term, provided, however, that if there exists a Marketing Shortfall as of the first date of the final Year, then Licensee shall be responsible to pay Licensor only [----------]⁴⁶of such Marketing Shortfall within [--------------]⁴⁷after the expiration or termination of the Term, or the Extension Term, as may be the case, but only to the extent that the Marketing Shortfall was not actually expended during the final Year by Licensee and its Distributors.

(e)All Licensed Products sold through the Licensor’s International Stores including any Paradies Stores in Canada will be given priority for in-store marketing, advertising and promotional activities (provided such stores participate in such programs), with the intent to have Licensor’s International Stores serve as the flagship locations for the Licensed Products. Licensee shall use its efforts to have Licensee’s Distributors supply, free of any charge, Licensed Product testers equal to one unit for each SKU that requires testers per month for each of Licensor’s International Stores.

(f)Licensor shall have [---------------]⁴⁸from the date Licensor’s receipt of the submission by Licensee of a matter for approval required in this Section 7 to either approve or reject such matter. Licensor acknowledges that in connection with the marketing of the Licensed Products, time deadlines are extremely important at each stage of a marketing program. Accordingly, if Licensor fails to respond within the aforementioned [--------------]⁴⁹approval period, then such submission for approval will be deemed disapproved and Licensee shall resubmit such submission to Licensor. If Licensor does not respond within [----------------]⁵⁰from Licensor’s receipt of Licensee’s second submission for approval, Licensor shall be deemed to have provided its approval for such matter submitted for Licensor’s approval.

7.04.At all times during the Term, Licensee shall employ a Marketing and Sales Manager approved by Licensor who shall devote a substantial portion of his or her time to the marketing and sale of the Licensed Products. Licensee shall maintain a network of Distributors that is, and will continue to be, an adequate sales force for the Licensed Products throughout the Territory.

⁴⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.44.

⁴⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.45

⁴⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.46.

⁴⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.47.

⁴⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.48.

⁴⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.49.

⁵⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.50.

22

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

7.05.For clarification, Licensor acknowledges that Licensee has retained representatives and/or Distributors who show the Licensed Products to customers throughout the Territory. Licensee hereby expressly agrees to inform its representatives and Distributors of the foregoing and acknowledges that the acts of said representatives and Distributors shall be deemed Licensee's acts for all purposes hereunder.

7.06.Licensee shall use reasonable commercial efforts to furnish to Licensor copies (tear sheets) of all marketing, advertising, and promotional materials that make use of the Licensed Marks. Licensee shall further use reasonable commercial efforts to provide these materials to Licensor as soon as it receives or becomes aware of such materials.

8. GUARANTEED MINIMUM ROYALTY AND GUARANTEED MINIMUM SALES.

8.01.In consideration of the license granted by Licensor hereunder, during the Term, Licensee shall pay the Licensor a Guaranteed Minimum Royalty in the amount of [---------]⁵¹for Year 1 (2009), [------------]⁵²for Year 2 (2010), [-----------]⁵³for Year 3 (2011), [----------]⁵⁴for Year 4 (2012), and [---------]⁵⁵for Year 5 (2013).

8.02.The Guaranteed Minimum Royalty hereunder shall be paid in accordance with Section 9.02.

8.03.The Guaranteed Minimum Royalty paid for each Year is non-refundable but shall be credited against and recouped from the Sales Royalty otherwise payable for that Year only, as provided in Section 9.01 below and shall at no time be carried over from one Year to the next.

8.04.In the event Licensee fulfills all of the conditions necessary for an automatic extension of the Term as enumerated in Section 3.01, Licensee shall pay to the Licensor for each year during the Extension Term a Guaranteed Minimum Royalty in the amount which is the greater of: (1) [------------]⁵⁶of the prior year’s actual Sales Royalty, or (2) the following amounts corresponding to each year of the Extension Term as follows:

⁵¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.51.

⁵² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.52.

⁵³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.53.

⁵⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.54.

⁵⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.55.

⁵⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.56.

23

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

January 1 to December 31, 2014: [---------]⁵⁷

January 1 to December 31, 2015: [---------]⁵⁸

January 1 to December 31, 2016: [---------]⁵⁹

January 1 to December 31, 2017: [---------]⁶⁰

January 1 to December 31, 2018: [---------]⁶¹

8.05Licensee may satisfy its obligation to reach the Guaranteed Minimum Royalties set forth above with Wholesale Sales and Ex Factory Sales of Licensed Products, provided that Licensee will not receive credit against Guaranteed Minimum Royalties for (a) sales to Licensor’s U.S. Stores, and (b) Paradies Stores.

9. SALES ROYALTY.

9.01.In consideration of the license granted by Licensor hereunder, Licensee shall pay to Licensor for all Net Sales occurring from Effective Date until December 31, 2011, a sales royalty equal to: (1) [---------]⁶² of all net Wholesale Sales (the “Wholesale Sales Royalty”) and (2) [---------]⁶³of all net Ex Factory Sales (the “Ex Factory Sales Royalty”), provided that for all Net Sales occurring after December 31, 2011 until December 31, 2013 and throughout the Extension Term ending on December 31, 2018, if applicable, the Wholesale Sales Royalty shall be equal to [---------]⁶⁴of all net Wholesale Sales and the Ex Factory Sales Royalty shall be equal to [---------]⁶⁵of all net Ex Factory Sales (the Wholesale Sales Royalty and the Ex Factory Sales Royalty together shall be the “Sales Royalty”).

9.02.Licensee shall account for and pay the Sales Royalty to Licensor for each Accounting Period within [---------]⁶⁶from the last business day of each Accounting Period throughout the Term or any Extension Term, if applicable, which shall be the greater of: (1) [----------]⁶⁷of the Guaranteed Minimum Royalty or (2) the actual Sales Royalty computed on the basis of Net Sales during the Accounting Period; provided, however, that for each Year, the aggregate of Accounting Period payments will equal the greater of (1) the Guaranteed Minimum Royalty or (2) the actual Sales Royalty computed on the basis of Net Sales during the Year.

⁵⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.57.

⁵⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.58.

⁵⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.59.

⁶⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.60.

⁶¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.61.

⁶² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.62.

⁶³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.63.

⁶⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.64.

⁶⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.65.

⁶⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.66.

⁶⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.67.

24

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

9.03.No payment of Sales Royalty for any Year in excess of the amount of Guaranteed Minimum Royalty for the same Year shall reduce the total Guaranteed Minimum Royalty due to Licensor for any other Year.

10. ACCOUNTINGS.

10.01.Licensee shall deliver to Licensor at the time each Sales Royalty payment is due, a statement in a form reasonably acceptable to Licensor, signed and certified as accurate by a duly authorized officer of Licensee, indicating in the aggregate (a) the Gross Sales of all Licensed Products shipped during the period covered by such Sales Royalty statement, (b) the amount of Allowable Deductions (if any) actually taken, (c) the Net Sales, (i) showing separately by Ex-Factory Sales and Wholesale Sales and (ii) the amount of sales to Licensor of Discontinued Goods and Remaining Discontinued Goods, if any, (d) a computation of the amount of Sales Royalty earned hereunder for said Accounting Period and for the current Year and (e) showing separately the amount of any Guaranteed Minimum Royalty due and payable and the Sales Royalty due and payable for such Accounting Period. Such statement shall be furnished to Licensor irrespective of the quantity of Licensed Products that have been sold during the Accounting Period for which such statement is due.

10.01.1 Licensee shall also deliver to Licensor quarterly and annual operating reports containing the items enumerated on Exhibit H (the “Operating Reports”). The Operating Reports shall be in a form reasonably acceptable to Licensor, signed and certified as true and accurate in all material respects by a duly authorized officer of Licensee. Licensor intends that these Operating Reports shall be the basis for its periodic business-review meetings with Licensee.

10.02.Within [---------]⁶⁸ following the end of the most recently completed Year, Licensee shall deliver to Licensor, a statement signed by its chief financial officer relating to such Year, setting forth the information required to be submitted by Licensee in accordance with Sections 10.01 and the annual Operating Reports required under Section 10.01.1 above, together with the amout of the Marketing Fund actually expended, and certifying that such information is true and accurate in all material respects.

10.02.1Concurrently with the execution of this Agreement, Inter Parfums, Inc., the direct parent, of Licensee, with an address at 551 Fifth Avenue, New York, NY 10176 (the “Guarantor”), shall execute a Guarantee in favor of Licensor, which guarantees the performance of all of Licensee’s obligations under this Agreement. The parties hereto agree that upon a default under the Guarantee by the Guarantor, the Licensee shall be deemed to be in default under this Agreement and Licensor may terminate this Agreement immediately without prejudice to any other rights available to it hereunder. A copy of the Guarantee, which the parties agree shall not be modified without the express consent of Licensor in writing is attached hereto as Exhibit F.

⁶⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.68.

25

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

10.03.Receipt or acceptance by Licensor of any of the statements furnished, or of any sums paid, pursuant to this Agreement shall not preclude Licensor from questioning their correctness at any time. If Licensee or Licensor should fail to make any payment in full within [---------------]⁶⁹when due hereunder, such party shall pay interest on such unpaid sum from and including the date such payment becomes due until the date of payment in full at a rate equal to the prime rate prevailing in New York, New York at Citibank, N. A., from time to time during the period of such delinquency, [-------------]⁷⁰, not to exceed the maximum allowed by law.

10.04.(a)Licensee shall maintain appropriate books of account in the United States in which accurate entries shall be made concerning all transactions within the scope of this Agreement. For a period of [-------------]⁷¹after the end of a Year of the Term, Licensor shall have the right, through any of its employees or other authorized representative of its choice, upon reasonable advance notice to Licensee, to examine and copy all or part of these books of account and all other records, documents and material in the possession or under the control of Licensee with respect to the subject matter of this Agreement, provided Licensor conducts such examination without undue interference or disruption of Licensee’s business.

(b)If Licensee's payment or aggregate of payments for any period covered by an audit of Licensee's books and records was less than the amount which should have been paid by a sum equal to [----------]⁷²or more, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made to eliminate any discrepancy revealed by said audit within [----------]⁷³after Licensor's demand therefor, plus interest at the prime rate prevailing from time to time in New York, New York at Citibank, N.A., [---------]⁷⁴, not to exceed the maximum allowed by law, on such unpaid royalties from the date(s) said royalties were originally due and payable.

(c)All books of account and records shall be kept available by Licensee for [--------------]⁷⁵after the end of each Year of the Term.

11. INTELLECTUAL PROPERTY.

11.01.(a)Licensee shall not question or otherwise challenge, either directly or indirectly, during the Term or after the termination or expiration of the Term, Licensor's ownership of and rights in the Licensed Marks, the Creative, the Formulae (to the extent they may exist), the validity of this Agreement or the validity of any registration or application for registration by Licensor of the Licensed Marks or any other intellectual property rights relating to the Licensed Products. Any and all goodwill and other rights which attach to or arise in connection with the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor and shall remain vested therein. Licensee shall at any time, whether during or after the Term, execute any documents required by Licensor to confirm Licensor's ownership of the Licensed Marks, the Creative, or to record Licensee as a licensee or registered user of the Licensed Marks; provided, however, that in the event of any ambiguity or conflict between any provision of any such document and any provision of this Agreement, this Agreement shall prevail.

⁶⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.69.

⁷⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.70.

⁷¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.71.

⁷² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.72.

⁷³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.73.

⁷⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.74.

⁷⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.75.

26

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Licensee shall use the Licensed Marks strictly in compliance with all applicable legal requirements. Licensee shall not, at any time, do or suffer to be done any act or thing which may in any way adversely affect any rights in and to the Licensed Marks or any registrations thereof or which, directly or indirectly, may reduce the value of the Licensed Marks or detract from their reputation. Licensee shall not, and shall cause its customers to not, sell, advertise, promote or exploit Licensed Products in a manner that may reduce the value of the Licensed Marks or detract from their reputations.

11.02.It is understood and agreed that nothing in this Agreement will be deemed in any way to constitute an assignment by Licensor of the Licensed Marks or of any rights therein, or to give Licensee any right, title or interest in and to the Licensed Marks (except the right to make use thereof as herein provided).

11.03.If Licensee learns of any use by any person of any trademark, trade name or logo which it believes is confusingly similar to any Licensed Mark, it shall notify Licensor promptly and, if requested by Licensor, shall join with Licensor at Licensor's expense, in such action as Licensor in its discretion may deem advisable. The proceeds of any settlement of or recovery from any such action and any non-monetary rights obtained as a result of any such action shall belong entirely to Licensor. Licensee shall have no right to take any action with respect to any Licensed Mark without Licensor's prior written approval.

11.04.Any copyright, industrial design right, or design patent which may be created in any sketch, design, Creative, advertising, packaging, label, tag or the like (hereinafter, collectively, "Materials")designed or approved by Licensor in connection with Licensed Products shall be the property of Licensor. Licensee shall not, at any time, do or suffer to be done any act or thing which may adversely affect any rights of Licensor in the Materials including, without limitation, filing any application in its name to record any claims to copyrights or design patents in Licensed Products and, upon Licensor's request, shall do all things of a ministerial nature reasonably required by Licensor to preserve and protect said rights including, without limitation, placing an appropriate copyright or industrial design right notice on all Licensed Products and the Materials therefor.

12. INDEMNIFICATION; INSURANCE.

12.01.Licensee will indemnify and hold Licensor, its Affiliates and its agents harmless from and against any claim, suit, loss, damage, injuries or expense (including reasonable attorneys' fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with Licensee's performance of this Agreement including, without limitation, on account of any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any national, state, provincial, local or other law or regulation or otherwise. Licensor shall give Licensee prompt notice of any such claim or suit. The provisions of this Section and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement.

27

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

12.02.Licensor will indemnify and hold Licensee and Licensee’s Affiliates harmless from any claim, suit, loss, damage or expense (including reasonable attorneys' fees) which Licensee may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising solely out of a third-party claim alleging trademark infringement concerning the use by Licensee of the Licensed Marks as authorized in this Agreement in any jurisdiction included within the purview of trademark registration in the Territory. Licensee shall give Licensor prompt notice of any such claim or suit. Licensor shall have the right to undertake and conduct the defense of any suit so brought through counsel of Licensor's choice. The provisions of this Section and Licensor's obligations hereunder shall survive the expiration or termination of this Agreement.

12.03.At all times during which Licensed Products are being sold and for [----------]⁷⁶thereafter, Licensee shall, at its own expense, procure and maintain in full force and effect with a responsible insurance carrier with a minimum rating of A, Financial Category X by Best’s Key Rating Guide published by A.M. Best Company, a Commercial General Liability Insurance Policy including products liability coverage with respect to Licensed Products, with limits of not less than [-----------]⁷⁷ combined single limit bodily injury and property damage, including products and completed operations, on an occurrence basis with [--------------]⁷⁸ coverage in the aggregate per year. Coverage shall include broad form property damage, contractual liability, including defense costs, personal and advertising injury liability. Licensee shall also obtain owned, non-owned and hired automobile liability insurance with at least [---------------]⁷⁹ combined single limit bodily injury and property damage limits as well as full statutory coverage for workers’ compensation in accordance with applicable state or country law and employers liability with limits of at least [------------------] ⁸⁰ and disability insurance for all its employees as required by law. Licensee’s coverage shall include Alternate Employers Coverage for these limits. These policies will contain waivers of the insurer’s subrogation rights against Licensor and Licensee where permitted by law. Licensee shall at all times provide Licensor with the benefit of the maximum amount of insurance that it procures for itself during any extension term, if applicable, provided however, that such insurance shall not be less than the amounts provided in this Section 12.03.

⁷⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.76.

⁷⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.77.

⁷⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.78.

⁷⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.79.

⁸⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.80.

28

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

Licensee shall deliver a certificate of such insurance to Licensor promptly following complete execution of this Agreement and annually thereafter shall furnish to Licensor evidence of the maintenance of said insurance policy. Nothing contained in this Section 12.03 shall be deemed to limit, circumscribe or affect in any way the indemnification provisions of Section 12.01 above.

12.04.Notwithstanding anything to the contrary contained in this agreement, under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any provision of this agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business.

13. EFFECT OF EXPIRATION OR TERMINATION.

13.01.The termination of this Agreement, for any reason, shall be without prejudice to any other right or remedy Licensor may have including, without limitation, all rights and remedies which it has, or which are granted to it by operation of law, to enjoin (both on a preliminary and permanent basis) the unlawful or unauthorized use of the Licensed Marks, to collect royalties payable by Licensee hereunder and to be compensated for damages for breach of this Agreement, and such rights and remedies are hereby expressly reserved. Notwithstanding the foregoing, any amounts expended by Licensor or Licensee are expended with the knowledge that this Agreement may be terminated in accordance with its terms. Accordingly, Licensee waives any claim against, liability ofor compensation from Licensor with respect to its investment in, and other amounts expended in respect of the anticipation of the continuation of, this Agreement or as a result ofthe expiration or termination of this Agreement in accordance with its terms.

13.02.(a)If either party serves upon the other pursuant to an express provision of this Agreement, a notice that it desires to terminate this Agreement or that it desires that the Term shall not be extended, Licensee’s obligation to submit Creative, Formulae (to the extent that Licensee may have rights to such Formulae), prototypes and product concepts pursuant to Section 4.02 shall continue until such termination or expiration as to any designs in process and Licensee shall promptly deliver same to Licensor.

(b)Except as otherwise specifically provided in this Section 13 and Section 20, on the expiration or termination of the Term, all of the rights of Licensee under this Agreement shall immediately terminate and shall revert automatically to Licensor; all Sales Royalties on sales theretofore made shall become due and payable in accordance with the terms provided herein; and Licensee shall discontinue forthwith all use of the Licensed Marks, shall no longer have the right to use the Licensed Marks or any variation or simulation thereof for any purpose and shall, promptly upon Licensor's request, free of charge, execute any and all documents Licensor may deem necessary or desirable to the effect that Licensee no longer has the right to manufacture, advertise, promote and sell Licensed Products hereunder or to use the Licensed Marks (and if Licensee fails to do so promptly, Licensor shall have the right to sign such documents on Licensee's behalf). In addition, Licensee shall thereupon destroy or, if requested by Licensor, shall deliver to Licensor all samples in its possession and all point-of-sale material (such as vials, bags, displays and counters), advertisements, advertising materials of all kinds and other material in its possession with the Licensed Marks thereon, to be paid by Licensor at Licensee’s actual cost.

29

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

13.03.Notwithstanding the expiration or other termination of the Term, neither Licensor nor Licensee shall be released from any obligation that accrued prior to the date of expiration or termination and each of Licensor and Licensee shall remain bound by the provisions of this Agreement which by their terms impose upon Licensor or Licensee obligations extending beyond the date of expiration or other termination.

13.04.Licensee shall, within [-----------]⁸¹from the last day of the month in which Licensee receives a notice of termination or expiration of the Term from Licensor, and monthly thereafter until [-----------]⁸²after the termination or expiration of the Term, deliver to Licensor a complete and accurate schedule of Licensee's inventory of Licensed Products, work-in-process, and/or related components in the possession of, or in transit to, Licensee and its Affiliates (the “Wind-down Inventory”), and shall also use commercially reasonable efforts to obtain a schedule of Wind-down Inventory from its Distributors or Contractors, preparedas of the last business day of the month in which Licensee receives such notice and as of the last business day of each of the next [------------]⁸³thereafter (the “Wind-down Inventory Schedule”).

14. REPRESENTATIONS AND WARRANTIES.

14.01.Licensor represents and warrants that it is a corporation in good standing under the laws of the State of Delaware and that it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. Licensor further represents and warrants that it has granted no other license or agreement to use the Licensed Marks on Products in the Territory other than as set forth in Exhibit D-2, and that it shall grant no such other license or agreement during the Term and the Extension Term, except in accordance with the provisions of Section 19.05.

14.02.Licensee represents and warrants that it is a limited liability organized in the State of New York and in good standing under the laws of said State, that it has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder and that the party signing on its behalf is duly authorized to do so.

14.03.Each of Licensee and Licensor represents and warrants that it did not engage any broker in connection with this Agreement or the transactions contemplated hereby.

15. FORCE MAJEURE.

15.01.Neither party hereto shall be under any liability hereunder to the other on account of any loss, damage or delay occasioned or caused by lockouts, strikes, riots, fires, explosions, blockade, civil commotion, epidemic, insurrection, war or warlike condition, the elements, embargoes, failure or inability to obtain material or transportation facilities, acts of God or the public enemy, compliance with any law, regulation or other governmental order, whether or not valid, or other causes beyond the control of the party affected, whether or not similar to the foregoing; provided, however, that if such condition continues for [-----------]⁸⁴and is not industry-wide but applies only to Licensee, Licensor may terminate the Term on [-----------]⁸⁵written notice which may be given at any time after said [--------------]⁸⁶and provided, further, that nothing herein shall at any time excuse any accrued obligation for the payment of money.

⁸¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.81.

⁸² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.82.

⁸³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.83.

⁸⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.84.

⁸⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.85.

⁸⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.86.

30

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

16. ASSIGNABILITY.

16.01.Licensee may not assign or sublicense any or all of its rights or delegate any of its duties under this Agreement, except for an assignment or delegation of duties to a Licensee Affiliate upon prior written notice to Licensor, provided that any such assignment or delegation shall not relieve Licensee of any liability under this Agreement. Other than as permitted by the immediately preceding sentence, any deliberately attempted assignment, sublicense, or delegation or any one of these purportedly occurring by virtue of the operation of law shall be void and shall constitute grounds for termination of this Agreement in accordance with Section 4.04 above.

16.02.This Agreement shall inure to the benefit of and shall be binding upon the parties, Licensor's successors, transferees and assigns and Licensee's permitted successors, transferees and assigns.

17. NOTICES.

17.01.Any notice or other communication under this Agreement will be in writing and will be considered given when delivered personally, sent by confirmed telefax or delivered by an overnight courier service (such as Federal Express or DHL) which requires the addressee to acknowledge receipt thereof or by certified mail, return receipt requested, to the parties at the addresses shown at the top of this Agreement, or at such other address as a party may specify by notice to the other.

18. INTERNATIONAL.

18.01Licensee acknowledges that under the applicable trademark laws of many countries of the world (other than the United States) the filing of Registered User Agreements or other statutorily-mandated documents is a prerequisite to use of a trademark by any party other than the registered owner. Accordingly, Licensee shall not offer for sale or sell Licensed Products for resale in any country which requires a Registered User agreement or other document filing until an appropriate document has been filed. Licensor reserves the right to require Licensee to prepare and file such Registered User Agreements at Licensee’s sole cost and expense. Licensee shall comply with all applicable laws and regulations in the Territory.

31

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

18.02.Licensee shall have the right to use foreign Distributors that are approved by Licensor (each an “Approved Foreign Distributor”). Approved Foreign Distributors shall be in the business of distributing upscale or designer fragrance, cosmetic and personal care products to upscale retail outlets, such as specialty stores, duty-free stores anddepartment stores. Any foreign distributor that is an Affiliate of Licensee shall be deemed to be an Approved Foreign Distributor. Licensor shall have the right to Approve Foreign Distributors on the basis of the aforementioned objective criteria, together with the following terms and conditions:

(a)The Approved Foreign Distributor's rights will cease immediately upon the expiration or other termination of this Agreement (if not sooner), except as otherwise provided in Section 20.02. hereof.

(b)The Approved Foreign Distributor will not manufacture Licensed Products or affix any markings on the Licensed Products (including on the packaging therefor, unless such markings are required by law in any particular country in the Territory and Licensor's prior approval has been sought and given).

(c)The Approved Foreign Distributor acknowledges that Approved Foreign Distributor will not acquire any rights in the Licensed Marks, the Creative or the Formulae as a result of such distribution and that any and all good will and other rights which attach to or arise in connection with the use of the Licensed Marks by the Approved Foreign Distributor shall inure to the sole benefit of Licensor and shall remain vested therein.

18.03.Licensee shall use its commercially reasonable efforts to exploit the rights herein granted throughout the Territory and to sell the maximum quantity of Licensed Products therein consistent with the high standards and prestige represented by the Licensed Marks. Licensor and Licensee acknowledge that the Licensed Products are intended to be of the highest quality and marketed in a manner commensurate with Licensor’s standing and reputation in the retail industry. Accordingly, and in order to maintain the reputation, image and prestige of the Licensed Marks, Licensee's international distribution patterns shall consist only of the Combined International Distribution Channels. Licensor reserves the right, based upon evidence that at least one of the following events has occurred: (1) that a particular retail establishment no longer carries the number and range of designer brands required herein, (2) that a particular retail establishment has failed to provide Licensor with any and all marketing materials that require Licensor’s prior approval or that such marketing materials are not in compliance with Licensor’s standards or requirements or (3) that a particular retail establishment is marketing or offering for sale the Licensed Products in a manner that Licensor considers to be detrimental to the prestige and protection of the Licensed Marks, to decide if a “change in circumstances” has occurred and that a particular department store or specialty store no longer maintains the reputation, image and prestige necessary for the sale of the Licensed Products, to remove such department store or specialty store from Upscale International Distribution Channels for further sales of Licensed Products upon [-----------------]⁸⁷notice to Licensee. For clarification, Licensor acknowledges that Licensee has retained representatives who show the Licensed Products to customers through regional markets throughout the Territory. Licensee hereby expressly agrees to inform its representatives of the foregoing and acknowledges that the acts of said representatives shall be deemed Licensee's acts for all purposes under this Section 18.03.

⁸⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.87.

32

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

18.03.01.Licensee shall exercise commercially reasonable efforts to sell and/or market its Licensed Products in at least all countries where Licensor’s International Stores are located by the end of 2009 and in every other additional country where there will be Licensor’s International Stores within [--------------]⁸⁸ from the date such Licensor’s International Stores in these additional countries open for business.

18.04All Licensed Products sold through the Licensor’s International Stores, Licensor’s joint venture partners, licensees and subsidiaries in any one country will receive pricing which is no less favorable than the best price Licensee or its Distributors provides to non-Brooks Brothers brand stores located outside of the United States in that particular country.

18.05.Licensee agrees to use reasonable commercial efforts to have Licensed Products launched inUpscale International Distribution Channels no later than June 1, 2009.

19. MISCELLANEOUS.

19.01.Nothing herein contained shall be construed to constitute the parties hereto as partners or as joint venturers, or either as agent of the other, nor shall a franchisor/franchisee relationship be construed hereby and Licensee shall have no power to obligate or bind Licensor or Licensor’s Affiliates in any manner whatsoever, it being intended by the parties hereto that Licensee's relationship to Licensor hereunder shall be as an independent contractor responsible for its own actions.

19.02.No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach or default thereof, shall constitute a continuing waiver of such provision or of any other provision of this Agreement or an election among available remedies.

19.03.If any provision or any portion of any provision of this Agreement shall be held to be void or unenforceable, the remaining provisions of this Agreement and the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect; provided, however, that no such determination shall excuse any accrued obligation for the payment of money.

19.04.This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. If any words or phrases in this Agreement shall have been stricken or otherwise eliminated, whether or not any other words or phrases have been added, this Agreement shall be construed as if those words or phrases were never included in this Agreement, and no implication or inference shall be drawn from the fact that the words or phrases were so stricken or otherwise eliminated.

19.05.(a)Licensor shall have the right, exercisable at any time, to negotiate and enter into agreements of a nature similar to those in Exhibit D-2 with third parties (the “Third Party Agreements”), provided that, in no event shall any manufacturing rights for Products be granted. Licensor shall notify Licensee in writing of the execution of any agreement granting a license to use the Licensed Marks as described in this Section 19.05(a).

⁸⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.88.

33

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Licensor shall also have the right to negotiate and enter into agreements with third parties during the Wind-down Period as defined in Section 20.01(b). Licensor shall notify Licensee in writing of the execution of any agreement granting a license to use the Licensed Marks in connection with the Products as described in this Section 19.05(b).

19.06.This Agreement shall be construed in accordance with the laws of the State of New York without regard to the choice of law provisions. The parties agree that any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be brought solely in the State Courts of or the Federal Court in the State of New York and County of New York; except that in the event either party is sued by a third party or joined in any other Court or in any forum by a third party in respect of any matter which may give rise to a claim hereunder, the parties consent to the jurisdiction of such court or forum over any claim which may be asserted therein between the parties hereto. The parties hereto irrevocably waive any objection to the venue of the above-mentioned courts, including any claim that such action, suit or proceeding has been brought in an inconvenient forum. Any process in any action, suit or proceeding arising out of or relating to this Agreement may, among other methods permitted by law, be served upon Licensee by delivering or mailing the same in accordance with Section 17.01 hereof. THE PARTIES IRREVOCABLY WAIVE A JURY TRIAL. The parties agree that the United Nation’s Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to this Agreement.

19.07.This writing sets forth the entire understanding between the parties with respect to the subject matter hereof, and no modification, amendment, waiver, termination or discharge of this Agreement shall be binding upon the parties unless confirmed by a written instrument signed by the duly authorized signatory of each and exchanged between them.

19.08.The parties agree to implement this Agreement by executing or causing to be executed such additional and subsidiary agreements and other documents as may be necessary or desirable fully to protect the Licensed Marks and effectively to carry out the terms of this Agreement in accordance with applicable laws and regulations.

19.09.This document (and any agreements with any Contractors or Distributors) will not be binding on any party or constitute a note or memorandum of the material terms of an agreement until each party has received delivery of a copy executed on behalf of all parties.

19.10In the event of any ambiguity or conflict between any provision of this Agreement and any provision of any ancillary document, including but not limited to, Licensor’s Guidelines for Domestic Vendors, Licensor’s Workplace Code of Conduct or a purchase order for Licensed Products, then the provisions of this Agreement shall prevail.

34

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

20. DISCONTINUED GOODS; WIND-DOWN.

20.01.Discontinued Goods; Wind-down on Termination or Expiration.

(a)(1)At any time and for any reason, Licensor may choose to discontinue the manufacture and sale of any Licensed Product upon [------------]⁸⁹advance notice to Licensee, and at the end of such [--------------]⁹⁰ period (the “Discontinuance of Licensed Products”), Licensee shall cease to have any rights to manufacture such Licensed Products except for a commercially reasonable run out of pre-existing components owned by Licensee to complete finished goods in which case Licensee shall be allowed to complete the same within a commercially reasonable time thereafter. Within [------------]⁹¹from such notice of discontinuation and within [-------------]⁹²after [-------------]⁹³ from the end of the month in which Licensee receives the notice of discontinuation and every [--------------]⁹⁴thereafter until the Discontinuance of Licensed Products, Licensee shall deliver to Licensor a complete and accurate preliminary schedule of Licensee's inventory of Licensed Products which are to be discontinued (including work in progress at hand and a good faith estimate of a commercially reasonable run out of components to complete finished goods that is to be completed within a commercially reasonable time thereafter) as of the date of such notice and every two months thereafter, collectively, the “Preliminary Discontinued Goods” and the schedule of such inventory shall be the “Preliminary Discontinued Goods Inventory Schedule.”

(2)Within [----------]⁹⁵from the end of the month in which the Discontinuance of Licensed Products occurs and every [-----------]⁹⁶thereafter until the expiration of the Discontinuance Period (as defined herein), Licensee shall provide to Licensor a complete and accurate schedule of Licensee's inventory of Licensed Products which have been discontinued (including work in progress at hand and a good faith estimate of a commercially reasonable run out of components to complete finished goods that is to be completed within a commercially reasonable time thereafter) collectively, the “Discontinued Goods” and the schedule of such inventory shall be the “Discontinued Goods Inventory Schedule.” Licensee shall then have the right to sell the remaining inventory of Discontinued Goods within [------]⁹⁷from the Discontinuance of Licensed Products (the “Discontinuance Period”). Licensor shall have the option for [----------]⁹⁸after Licensor’s receipt of the Discontinued Goods Inventory Schedule from Licensee to purchase or commit to purchase some or all of the Discontinued Goods at the price equal to [----------]⁹⁹of the Initial Retail Price of the Discontinued Goods in Licensor’s U.S. Retail Stores (the “Close Out Price”). For clarification purposes, if Licensor commits to purchase all or some of the Discontinued Goods (the “Discontinued Goods Purchase Commitment”), Licensor shall execute the Discontinued Goods Purchase Commitment on at least a pro-rata monthly basis not to exceed [------]¹⁰⁰.However, if Licensor does not purchase all of the Discontinued Goods, then notwithstanding the restrictions on distribution that may otherwise be applicable under the provisions of this Agreement, Licensee may offer to sell (but not advertise) the remaining inventory of Discontinued Goods (the “Remaining Discontinued Goods”) not purchased by Licensor to one or more purchasers in the category of mass discounters in the United States, such as TJ Maxx, Marshalls, Burlington Coat Factory, Costco, BJ’s, Perfumania, as well as other non-United States mass discounters approved by Licensor, (collectively the “Approved Mass Discounters”), provided, however, that if the agreed upon purchase price for the Remaining Discontinued Goods is less than the Close Out Price, then Licensor shall have a second option to purchase the Remaining Discontinued Goods at such lower price, which must be exercised, if at all, within [--------]¹⁰¹ of notice to Licensor of such reduced selling price. If Licensor does not exercise such second option, then Licensee shall be free to sell the Remaining Discontinued Goods to Approved Mass Discounters, provided however, that such Approved Mass Discounters shall not be permitted to use the Licensed Marks on or in connection with any signage, promotional materials, or advertising of the Remaining Discontinued Goods or to affix the Licensed Marks in the packaging and/or other materials used in connection with the Remaining Discontinued Goods other than the Licensed Marks already found on the existing packaging.

⁸⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.89.

⁹⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.90.

⁹¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.91.

⁹² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.92.

⁹³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.93.

⁹⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.94.

⁹⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.95

⁹⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.96.

⁹⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.97.

⁹⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.98.

⁹⁹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.99.

¹⁰⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.100.

¹⁰¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.101.

35

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(b)Any Wind-down Inventory remaining after the expiration or termination of the Term as provided in Section 13.04 may be sold by Licensee for a period of
[---------]¹⁰²(the “Wind-down Period”) after such expiration or termination, on a non-exclusive basis, but otherwise under the same terms and conditions in this Agreement including the payment of the royalties provided for herein on all sales of the Licensed Products made by Licensee during the Wind-down Period, provided that Licensor shall have the option, for a period of [---------]¹⁰³beginning on the first day after the expiration of this Agreement, to purchase or commit to purchase any Wind-down Inventory held by Licensee or Licensee’s Affiliates, which will be considered Discontinued Goods subject to the terms and Close-out Price described in Section 20.01. For clarification purposes, if Licensor commits to purchase all or some of the Win-down Inventory (the “Wind-down Inventory Purchase Commitment”), Licensor shall execute this Wind-down Inventory Purchase Commitment on at least a pro-rata monthly basis not to exceed [---------]¹⁰⁴.  If Licensor does not exercise such right or if Licensor does not purchase all of the Wind-down Inventory, then Licensee may offer to sell (but not advertise) the Wind-down Inventory balance remaining (the “Remaining Inventory”) to Approved Mass Discounters, provided, however, that if the purchase price of the Remaining Inventory to be sold to Approved Mass Discounters is less than the Close Out Price, then Licensor shall have a second option to purchase the Remaining Inventory at such lower price, which must be exercised within [---------]¹⁰⁵ of notice to Licensor of such reduced selling price. If Licensor does not exercise such second option, then Licensee shall be free to sell the Remaining Inventory to Approved Mass Discounters, provided however, that such Approved Mass Discounters shall not be permitted to use the Licensed Marks on or in connection with the signage, promotional materials or advertising of the Remaining Inventory, or to affix the Licensed Marks in their packaging and/or other materials used in connection with the Remaining Inventory other than the Licensed Marks already found on the existing packaging.

¹⁰² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.102.

¹⁰³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.103.

¹⁰⁴ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.104.

¹⁰⁵ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.105.

36

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(c)In the event Licensor exercises any of the purchase options referred to in Section 20.1(a) or (b) then in either such event, Licensee shall deliver to Licensor or its designee the goods being purchased pursuant to the terms of the Discontinued Goods Purchase Commitment or the Wind-down Inventory Purchase Commitment, as the case may be. Licensor shall pay Licensee for such goods under the same payment terms as described in Section 3.03 above.

(d)If after the Discontinuance Period or after the Wind-down Period, there are still Remaining Discontinued Goods or Remaining Inventory remaining, then immediately after the expiration of the Discontinuance Period or after the expiration of the Wind-down Period, respectively, Licensor and Licensee shall meet and negotiate in good faith a [---------]¹⁰⁶ plan for the allocation or disposition of any such Remaining Discontinued Goods or Remaining Inventory, provided however, that any balance of Remaining Discontinued Goods or Remaining Inventory that remains after the conclusion of such [---------]¹⁰⁷plan, shall be destroyed by Licensee at Licensee’s cost and expense.

20.02.Notwithstanding expiration or termination of this Agreement, Distributors shall have the right to continue to sell Licensed Products (a) on hand or (b) which Distributors are contractually obligated to purchase, on the date of expiration or termination of this Agreement under the same terms and conditions the Distributors are allowed to do so herein, but in no event to exceed [---------]¹⁰⁸after the date of expiration or termination of the Term.

[Balance of page intentionally left blank -

The Signature Page(s [and Schedules and Exhibits]) to this Agreement Follow this Page.]

¹⁰⁶ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.106.

¹⁰⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.107.

¹⁰⁸ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.108.

37

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by signing below:

Retail Brand Alliance, Inc., d/b/a Brooks Brothers By: /s/______________ Name: Title: Date: Inter Parfums USA, LLC By: Inter Parfums, Inc., Sole Member By: /s/ ______________ Name: Jean Madar Title: CEO Date:

38

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

Exhibit A

LICENSED PRODUCTS AND CATEGORIES

Fragrances

Perfume, Eau de Perfume, Eau de toilette, cologne) for men, women, baby and unisex. As well as their corresponding ancillaries shower gel, body lotion, body cream, body spray, soap, shaving products, deodorant

Cosmetics

blushers, eye makeup, face powders, lipsticks, colored lip balms and lip glosses, makeup bases, nail color (nail polish)

Skincare Products

baby powders, oils and lotions, bath 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

39

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT B

LICENSED MARKS

Trademark	USA Registration No
HANGING LAMB DESIGN	3251432
BROOKS BROTHERS	3029206
BB and Design	78794911
GOLDEN FLEECE COLLECTION AND DESIGN	1,683,557
'346"	0772479

(Additional trademarks and tradenames to be added at the sole discretion of Licensor)

40

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT C

BUSINESS PLAN

TARGET SALES FOR COMBINED INTERNATIONAL DISTRIBUTION CHANNELS:

YEAR	RETAIL SALES TARGET EQUIVALENT109			EX FACTORY SALES TARGET			MINIMUM MARKETING FUND AMOUNT
Year 2009		No Target			No Target			[---------	]
Year 2010		[---------	]		[---------	]		[---------	]
Year 2011		[---------	]		[---------	]]		[---------	]
Year 2012		[---------	]		[---------	]		[---------	]]
Year 2013		[---------	]		[---------	]		[---------	]110

¹⁰⁹ Retail Sales Target Equivalents are estimates that have been exptrapolated from Ex-Factory sales, and notwithstanding anything to the contrary contained in the Agreement, Licensee has no obligation to determine actual retail sales, as such amounts would be inherently difficult and unduly burdensome to attempt to determine.

¹¹⁰ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.110.

41

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT C-2

BUSINESS PLAN FOR EXTENSION TERM

TARGET SALES FOR COMBINED INTERNATIONAL DISTRIBUTION CHANNELS:

YEAR	RETAIL SALES TARGET EQUIVALENT111			EX FACTORY SALES TARGET			MINIMUM MARKETING FUND AMOUNT
Year 2014		[---------	]		[---------	]		[---------	]
Year 2015		[---------	]		[---------	]		[---------	]
Year 2016		[---------	]]		[---------	]		[---------	]
Year 2017		[---------	]		[---------	]		[---------	]
Year 2018		[---------	]		[---------	]		[---------	]112

¹¹¹ Retail Sales Target Equivalents are estimates that have been exptrapolated from Ex-Factory sales, and notwithstanding anything to the contrary contained in the Agreement, Licensee has no obligation to determine actual retail sales, as such amounts would be inherently difficult and unduly burdensome to attempt to determine.

¹¹² Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.112.

42

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT D

LICENSED MARKS REGISTRATION

Trademark	Country	Registration No
BROOKS BROTHERS	AUSTRIA	120.974
DEVICE	Chile	717.166
BROOKS BROTHERS	Chile	171.293
BROOKS BROTHERS	Chile	717.178
BROOKS BROTHERS (IN CHINESE)	CHINA	3293978
BROOKS BROTHERS	CHINA	1154317
GOLDEN FLEECE	CHINA	3293961
BROOKS BROTHERS	CHINA	1154317
BROOKS BASICS	EUROPEAN UNION	APP. 1210517
BROOKS BROTHERS	European Union	893 183
BROOKS JR	EUROPEAN UNION	1210582
BB Shield & Hanging Lamb Device	EUROPEAN UNION	APP. 1210558
GOLDEN FLEECE	EUROPEAN UNION	APP2719995
BROOKS 346	EUROPEAN UNION	1210525
BB and devise	EUROPEAN UNION	1210558
HANGING LAMB DEVICE	GERMANY	2 038 635
GOLDEN FLEECE	HONG KONG	07551/2003
布克兄弟("Brooks Brothers" in Chinese characters)	HONG KONG	200402694
GOLDEN FLEECE	INDONESIA	14477.14632
PEAL	JAPAN	2508888
BROOKS BROTHERS	Japan	A0002086
BROOKS BROTHERS	Korea WIPO	891 965
BROOKS BROTHERS	Korea WIPO	A0005206
BROOKS BROTHERS	Macau	N/027623(193)
BROOKS BROTHERS COUNTRY CLUB	Macau	N/027630(971)
GOLDEN FLEECE (design)	Macau	N/027608(166)
BROOKS BROTHERS (design)	Macau	N/027616(532)
GOLDEN FLEECE	Philippines	App 4-2002-0005499
BROOKS BROTHERS	Russian Federation	A0002086
GOLDEN FLEECE	SINGAPORE	app T02/09455D
布克兄弟Brooks Brothers in chinese characters	SINGAPORE	T02/13106I
BROOKS BROTHERS	Spain	A0002086
GOLDEN FLEECE	SWITZERLAND	512650
BROOKS BASICS	SWITZERLAND	498 866

43

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

Trademark	Country	Registration No
BB Shield & Hanging Lamb Device	SWITZERLAND	1210517
BROOKS JR	SWITZERLAND	498 207
BROOKS 346	SWITZERLAND	498 865
BB Shield & Hanging Lamb Device	SWITZERLAND	498 915
GOLDEN FLEECE	SWITZERLAND	App 50066/2002
GOLDEN FLEECE	TAIWAN	1059186
GOLDEN FLEECE	TAIWAN	App 91040060
GOLDEN FLEECE	TAIWAN	91040059
BROOKS BROTHERS 布克兄弟(in Chinese Characters)	Taiwan	1073810
PEAL	UNITED KINGDOM	1558780
HANGING LAMB DESIGN	USA	3251432
BROOKS BROTHERS	USA	3029206
BB and Design	USA	78794911
GOLDEN FLEECE COLLECTION AND DESIGN	USA	1,683,557
'346"	USA	0772479
BROOKS BROTHERS (word mark)	Venezuela	2006-004667

44

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT D-2

RIGHTS OF RBA’S AFFILIATES, LICENSEES AND JOINT VENTURE PARTNERS

SCHEDULE OF EXISTING RIGHTS AS THEY RELATE TO THE LICENSE AGREEMENT

Territory	Identity of Party	Duration of Agreement	Manufacturing (Y/N) Exclusive or Nonexclusive	Distribution (Y/N) Exclusive or Nonexclusive	Retail (Y/N) Exclusive or Nonexclusive
United Kingdom, Northern Ireland and the Republic of Ireland	BBUK (BBI and Brightark Limited )	Section 8.1 August 22, 2005 to July 31, 2015. Section 8.2 Subject to Renewal : No later than 24 months prior to the expiration or termination of the Initial Term or the end of the first renewal Term, either party may serve notice to the other of its intention to renew for one (1) Renewal term of Five (5) additional years. (potentially may be until July 31, 2025)	NO	YES Nonexclusive	YES Nonexclusive
Brunei, Cambodia, China, Hong Kong, Laos, Indonesia, Macao, Malaysia, Myanmar, Philippines, Singapore, Taiwan, Thailand, Vietnam	Dickson	License Agreement: Section 2 October 27, 1997 to November 1, 2011 (renewal option exercised on May 2, 2002) Subject to Renewal: Section 2.3 (Amendment No. 3) Operator may apply for an additional term of four (4) years) by giving written notice to Licensor during the first three (3) month of the twelfth (12th) year of the agreement. (potentially may be until Nov. 1, 2015)	NO	YES Non-exclusive	YES Non-exclusive

45

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

		Manufacturing Agreement: June 16, 1999 to November 1, 2011. (renewal option exercised on May 2, 2002) Subject to Renewal: Section 33 (Amendment No. 1 Operator may apply for an additional term of four (4) years) by giving written notice to Licensor during the first three (3) month of the twelfth (12th) year of the agreement. (potentially may be until Nov. 1, 2015)
Japan	BBJ (RBA and Daidoh Limited)	Effective date until July 31, 2012 (Initially January 31, 1984; extended to March 31, 2012 (Amendment No.1) and extended further to July 31, 2012 (Amendment No.5)	YES	YES only to the extent they are distributing to their retail stores and shop-in-shops Nonexclusive	YES Nonexclusive
South Korea	BBJ/ BBK (RBA and Daidoh Limited)	Effective date until July 31, 2012 (Initially January 31, 1984; extended to March 31, 2012 (Amendment No.1) and extended further to July 31, 2012 (Amendment No.5)	YES	YES (Section 1(b) Exclusive	YES Nonexclusive
United Arab Emirates	Al Tayer Group, LLC	Section 2.1 January 2006 to December 31, 2007	NO	NO	YES Nonexclusive
Chile	Comercial Madison S.A.	Section 2.1 November 16, 2005 to July 31, 2011 Section 2.2 Subject to two (2) renewal periods (agreement does not say how many years but logically, it will make sense to interpret it as 5-year renewal terms):	NO	YES Exclusive	YES Nonexclusive

46

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

		Provided Operator is not in default, and gives notice no later than six (6) months after the expiration of Year 4 and Year 9.
Greece and Cyprus with the first priority for Romania, Bulgaria, the former Yugoslavia (now known as F.Y.R.O. Macedonia, Montenegro, Serbia, Slovenia, Croatia, and Bosnia and Herzegovina) and Albania	LT Holdings AE	November 14, 2007 until August 31, 2013 (subject to a possible automatic 5 year renewal term)	NO	YES but only to the extent they are distributing to their retail stores and shop-in-shops (including retail stores and shop-in-shops selling exclusively Brooks Brothers products in Airports and Duty-Free areas) Nonexclusive	YES Nonexclusive
Paradies Stores in airport terminals throughout the United States and Canada	Paradies	April 26, 1999 to July 31, 2011.	NO	YES if Paradies is considered to be distributing to its airport stores. Nonexclusive	YES Nonexclusive
Paradies Stores in casino resorts in the United States and Canada	Paradies	Commencing on the date the Tropicana Casino store opens for business until July 31, 2009	NO	YES if Paradies is considered to be distributing to its airport stores. Nonexclusive	YES Nonexclusive

47

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT E

BROOKS BROTHERS

WORKPLACE CODE OF CONDUCT

Retail Brand Alliance, Inc., d/b/a Brooks Brothers, (“Brooks Brothers”) is committed to the production and sale of merchandise only from sources which adhere to all applicable laws enacted to protect workers. All merchandise is to be manufactured, packaged, labeled, sold and distributed in accordance with all applicable laws of that respective country enacted to protect workers. In furtherance of this commitment, Brooks Brothers has adopted the following standards defining decent and humane working conditions for all of its Licensees and their Contractors, Subcontractors and Distributors.

Forced Labor: There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

Child Labor: No person shall be employed at an age younger than allowed by law.

Harassment or Abuse: Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

Nondiscrimination: No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancements, discipline, termination or retirement on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

Health and Safety: Employers shall provide a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.

Freedom of Association and Collective Bargaining: Employers shall recognize and respect the right of employees to freedom of association and collective bargaining as may be allowed by law.

Wages and Benefits: Employers recognize that wages are essential to meeting employees’ basic needs. Employers shall pay employees, as a floor, at least the minimum wage required by local law and shall provide legally mandated benefits.

Hours of Work: Except in extraordinary business circumstances, employees shall not be required to work more than the limits on regular and overtime hours allowed by the law of the country of manufacture.

Overtime Compensation: In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

Brooks Brothers reserves the right to terminate its relationship and/or agreement (subject to the provisions of any such agreement) with any Licensee who may or through its Contractor, Subcontractor or Distributor fail to comply in any material respect with this Workplace Code of Conduct.

48

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT F

GUARANTEE

In order to induce Retail Brand Alliance, Inc. d/b/a Brooks Brothers (“Licensor”) to enter into the license agreement (the “Agreement”) being executed simultaneously herewith by Licensor and Inter Parfums USA, LLC (“Licensee”) and in consideration of the covenants and promises made by Licensee in the Agreement, the undersigned (“Guarantor”), the sole member of Licensee, hereby unconditionally guarantees that Licensee shall perform and observe each and every agreement, covenant, representation, warranty, term and condition of the Agreement to be performed or observed by it and, upon Licensee’s failure to do so, Guarantor promptly shall perform and observe each such agreement, covenant, term and condition, or cause the same promptly to be performed and observed. Guarantor hereby unconditionally guarantees that all sums of whatever character which may become payable to Licensor pursuant to the Agreement promptly shall be paid in full when due. If for any reason whatever any sum hereinabove referred to, or any part thereof, is not paid promptly when due, Guarantor immediately shall pay the same regardless of whether steps have been taken to enforce any rights against Licensee to collect any of said sums, and regardless of any other condition or contingency.

Notwithstanding anything to the contrary contained herein, to the extent this Guarantee relates to the payment of sums due to Licensor under the Agreement, it is a guarantee of payment and not of collection and a continuing guarantee which shall remain in full force and effect and be binding upon Guarantor until payment in full by Licensee to Licensor of all sums due pursuant to the Agreement.

This Guarantee shall be a continuing, absolute, irrevocable and unconditional guarantee of payment and performance and may be enforced directly and immediately following any default under the Agreement on the part of Licensee (an “Event of Default”), and without prior notice of, demand upon, or any prior action against, Licensee and without resorting to any other remedies available to Licensor.

The representations, warranties, obligations, covenants, agreements and duties of Guarantor under this Guarantee shall not be affected or impaired by reason of the happening from time to time of any of the following with respect to the Agreement, however it must be upon notice and consent of Guarantor: (i) the waiver by Licensor of the performance or observance by Licensee of any agreement, covenant, warranty, representation, term or condition contained in the Agreement; (ii) the extension, in whole or in part, of the time for the payment by Licensee of any sums owing or payable under the Agreement, or of the time for performance by Licensee of any of its other obligations under or arising out of the Agreement; (iii) the modification or amendment (whether material or otherwise) of any of the obligations of Licensee under the Agreement; or (iv) any failure, omission, delay or lack on the part of Licensor to enforce, assert or exercise any right, power or remedy conferred on Licensor in the Agreement or otherwise.

Upon the occurrence of any of those events set forth in paragraphs (i) through (iii) below, it is expressly understood that the Guarantor shall be deemed to be in default under this Guarantee:

(i)the Guarantor institutes proceedings seeking relief under a bankruptcy act or similar law, consents to entry of an order of relief against it in any bankruptcy or insolvency proceeding or similar proceeding, or files a petition or answer or consent for reorganization or other relief under any bankruptcy act or other similar law, or consents to the filing against it in any petition for the appointment of a receiver, liquidator, assignee, trustee, sequestrator, (or other similar official) of it or of any substantial part of its property, or makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts as they become due or fails to pay its debts as they become due, or takes any action in furtherance of the foregoing; or

49

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

(ii)the Guarantor transfers or agrees to transfer a substantial part of its property, which transfer impairs the Guarantor’s ability to perform under this Guarantee; or

(iii)there has been the calling of a meeting of creditors, appointment of a committee of creditors or liquidating agents, or offering of a composition or extension to creditors by, for, or of the Guarantor.

It is further understood that the occurrence of any event (or events), including and in addition to those set forth in paragraphs (i) through (iii) above, that would cause the Guarantor to be deemed to be in default under this Guarantee shall be deemed to constitute an Event of Default and shall entitle Licensor to immediately terminate the Agreement without prejudice to any other rights available to it under the Agreement or this Guarantee.

The Guarantor hereby represents and warrants to, and agrees with Licensor that the Guarantor has full legal right, power and authority to enter into this Guarantee, to perform all of its obligations hereunder and to consummate all of the transactions contemplated herein.

No failure on the part of Licensor to exercise, and no delay in the exercise of, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Licensor of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power.

This Guarantee shall be construed and enforced under the laws of the State of New York applicable to agreements wholly made and to be performed there, including its conflicts of law rules.

[Balance of page intentionally left blank -

The Signature Page to this Guarantee Follows this Page.]

50

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

This Guarantee shall be binding upon the Guarantor and any of and all of its successors and assigns, and shall inure to the benefit of Licensor and its respective successor and assigns. No change, modification, alteration or discharge hereof shall be binding except by a written instrument agreed upon by the parties.

Guarantor: Inter Parfums, Inc.
By:	/s/

Dated: ____________________

51

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT G

LICENSOR’S GUIDELINES FOR DOMESTIC VENDORS

(See attached)

52

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

RETAIL BRAND ALLIANCE

ENFIELD

DISTRIBUTION CENTER

GUIDELINES

FOR

DOMESTIC VENDORS

Brooks Brothers®

Brooks Brothers Factory Store

53

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

TABLE OF CONTENTS

GENERAL	57
A. COMPLIANCE AGREEMENT	57
B. WORKPLACE CODE OF CONDUCT	58
C. RBA TERMS	59
1) Financial	59
2) Purchase Order	59
3) EDI/Trading Partner Management	59
D. WAREHOUSING ALLOWANCE	60
E. LABOR LAWS COMPLIANCE / TRANS. SHIPPING	61
F. PURCHASE ORDER TERMS AND CONDITIONS	62
G. INTRODUCTION/WHO TO CONTACT	64
H. PURCHASE ORDER RETRIEVAL	64
I. RBA/VENDOR CORRESPONDENCE/INQUIRIES	64
SHIPMENT PREPARATION	66
A. PRESHIPMENT SAMPLING INSTRUCTIONS	66
1) Photo Sample	66
2) Production Sample	66
B. HOW TO SEND SAMPLE	66
1) Garments:	66
2) Accessories, Eyewear, Jewelry, Scarves:	66
C. PRE-TICKETING INSTRUCTIONS	67
D. STORE (FLOOR READY) HANGER INSTRUCTIONS	67
E. PRODUCT GARMENT LABELS AND HANGTAGS	67
F. PACKING SLIP INSTRUCTIONS	68
1) Example - Packing List – Bulk Merchandise	69
2) Example - Packing List – Pre pack Merchandise	70

54

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

PACKING INSTRUCTIONS	71
A. POLY BAG REQUIREMENTS	71
B. PACKAGE TYPES	71
1) GOH (Garments on Hangers) - Not Pre packed	71
2) GOH (Garments on Hangers) - Pre packed	71
3) CTH (Carton to Hang) - Not Pre packed	71
4) CTH (Carton to Hang) - Pre packed	72
5) Bulk Packing - Flat Pack Not on Hangers	72
6) Pre pack - Flat Pack Not on Hangers	72
7) Reshippable Pre packs	72
8) Jewelry, Accessories, Giftware *	73
9) Belts, Hosiery, and Scarves *	73
10) Non-Conveyable (Type J)	73
C. PRECAUTIONS	74
1) Overages from Purchase Order Quantities	74
2) Concealed Shipment Overages / Shortages	74
3) Incorrect Color / Size Scale	74
4) Style / Color Substitution	74
5) Dye Lot Procedures / Requirements	74
6) Mark Out of Stock (MOS) at Store Level	74
7) Odd/Last Units	74
8) Return to Vendor (RTV)	75
9) A/R (Auto Replenishment)	75
CARTON LABELING	76
A. CARTON LABELING INSTRUCTIONS	76
1) How to Label	76
2) Where to Label	76
3) Label Types	77
4) Label Ordering	77
ROUTING INSTRUCTIONS	78
A. ROUTING INSTRUCTIONS AND FOB DEFINITIONS	78

55

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1) Early Shipment of Merchandise	78
2) Late Shipment of Merchandise	78
3) Partial Shipments	78
4) Freight Requirements	78
5) Consolidator Locations	79
6) All Other Locations	79
7) Common Carrier Transit Time Standards (Business Days)	80
8) Full Trailer Loads	80
9) Use of Air Freight	83
10) Use of Small Package Delivery Services	83
11) Shipments Direct To DC By Vendor’s Own Truck	83
12) Bill of Lading Requirements	83
NON-COMPLIANCE PENALTY TABLE	84

56

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

GENERAL

A.COMPLIANCE AGREEMENT

· Vendor agrees that it does comply and will continue to comply with all Vendor Guidelines (“Guidelines”), as may be amended, by Retail Brand Alliance, Inc. (“RBA”).

· Vendor acknowledges receipt of and does comply with and will continue to comply with the Purchase Order Terms and Conditions contained in all Vendor Guidelines

· Vendor agrees that all the Guidelines, as may be amended, are incorporated by reference into each contract between RBA and vendor.

· Vendor agrees to indemnify and hold RBA harmless from any and all claims, damages, penalties, liabilities, losses, actions or lawsuits (with attorneys selected by RBA) and attorney fees asserted against RBA for vendor’s failure to adhere to these Guidelines as may be Amended.

· RBA reserves the right to terminate any or all of its contracts with vendor should vendor fail to comply with any or all of the enclosed Guidelines.

· RBA, in its sole discretion, reserves the right from time to time to add, modify or cancel (“Amend”) any of the terms and/or conditions set forth in the Guidelines. A notice will be sent to vendors of these changes within a reasonable time period.

· Vendor agrees that all merchandise which RBA purchases from vendor will be manufactured in accordance with the requirements of any and all applicable Federal and State laws, including the Fair Labor Standards Act as well as the requirements of all laws of the respective country of manufactures. Additionally, vendor agrees to comply with all applicable laws of the United States that relate to the import of products including country of origin labeling, product labeling, and fabric and product testing.

        ______________________________________________COMPANY NAME (PRINT)

        ______________________________________________VENDOR SIGNATURE (OFFICER)

        ______________________________________________VENDOR’S JOB TITLE

Please list Parent Company and/or any subsidiaries: ____________________________

                                                                                             _________________________________

Please sign and return to: Retail Brand Alliance, Inc. Vendor Relations 100 Phoenix Avenue Enfield, CT. 06082

Or fax to 860-745-3984

57

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

B.WORKPLACE CODE OF CONDUCT

Retail Brand Alliance, Inc. is committed to purchase merchandise only from sources that adhere to certain values and standards that we are RBA hold paramount. All merchandise is to be manufactured in accordance with all applicable laws of the respective country of manufacture. In furtherance of this commitment, Retail Brand Alliance, Inc. will do business with only those companies that have adopted the following standards defining decent and humane working conditions for all of its manufacturers and suppliers:

· Legal Guidelines for Vendors - We expect our vendors to comply with any and all legal requirements of the country in which they are doing business. We seek vendors who respect the legal and moral rights of its employees.

· Forced Labor - There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

· Child Labor - No person shall be employed at an age younger than allowed by law.

· Harassment or Abuse - Every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

· Nondiscrimination - No person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancements, discipline, termination or retirement on the basis of gender, race, religion, age, disability, sexual orientation, nationality, political opinion, or social or ethnic origin.

· Health and Safety - Employers shall provide a safe, healthy and clean working environment that is in compliance to national and local laws to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of employer facilities.

· Freedom of Association and Collective Bargaining - Employers shall recognize and respect the right of employees to freedom of association and collective bargaining as may be allowed by law.

· Wages and Benefits - Employers must recognize that wages are essential to meeting employees’ basic needs. Employers shall pay employees, as a floor, at least the minimum wage (including overtime hours if applicable) required by local law and shall provide legally mandated benefits.

· Hours of Work - Except in extraordinary business circumstances, employees shall not be required to work more than the limits on regular and overtime hours allowed by the law of the country of manufacture.

· Overtime Compensation - In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at such premium rate as is legally required in the country of manufacture or, in those countries where such laws do not exist, at a rate at least equal to their regular hourly compensation rate.

Retail Brand Alliance, Inc. reserves the right to terminate its relationship and/or contract with any manufacturer or supplier who fails to comply with this Workplace Code of Conduct.

58

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

C. RBA TERMS

1) Financial

· All RBA Domestic orders must be invoiced in compliance with Purchase Order terms at “Net/10 EOM plus 60 Days dating.” Goods received on the 20th of 1 month through the 19th of the next will go to the following month plus 60 days for checks dated the 10th of the month.

Examples: Goods received Oct. 20– Nov. 19 = Dec. 10 + 60 days = check dated Feb. 10

Goods received Nov. 20 – Dec. 19 = Jan. 10 + 60 days = check dated Mar. 10

· Any dating exceptions must be pre-approved in writing by the Vice president of Production and Chief Financial Officer.

· Requests for special payment arrangements such as anticipation must be directed to the RBA Treasury Department.

· Factor assignments will be in accordance with our vendor database at time of payables. Including a Factor Stamp or information on the invoice will not ensure payment to the correct payee.

2) Purchase Order

· Verbal agreements will not be considered binding by the Company. Only those Purchase Orders submitted to you on Retail Brand Alliance documents will be honored.

· All Purchase Order Terms and Conditions will be enforced. Failure of RBA to enforce any specific condition in the past will not preclude enforcement of the remainder of the agreement in the future.

· Specific Routing Instructions are an integral part of our Purchase Order Terms and conditions. Please adhere to these instructions in order to avoid refusals and/or violation/handling fees.

· Shipments received at RBA Dock or Consolidator without a valid Purchase Order on file will be refused.

3) EDI/Trading Partner Management

· EDI/TPM requirements

a. Retail Brand Alliance requires all vendors to process their Purchase Orders using either our certified Inovis/QRS EDI program or via the Retail Brand Alliance web accessed TPM Solution. All vendors must sign an EDI/TPM contract.

b. New vendors must ship in compliance and should notify TPMHELPLINE@retailbrandalliance.com to discuss the options available for compliance.

c. All vendors are required to be recertified in a timely manner for any updated EDI or TPM standards.

d. Retail Brand Alliance expects 100% accuracy for all ASN (Advance Ship Notice) documents that are transmitted. See “Required EDI Transactions” listed below.

e. Under no circumstances may a vendor vary from these requirements. If a vendor is unable to comply contact TPMHELPLINE@retailbrandalliance.com for assistance. Failure to adhere to these requirements will result in vendor charge back.

f. TPM vendors using the TPM provider service should contact their Retail Brand Alliance Product Manager to request a web accessed link to print Purchase Orders .If the vendor does not have access to the web they can arrange an alternative means of retrieval such as a faxed copy.

59

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· EDI Certification Process

In order to commence the EDI certification process an e-mail request should be sent to TPMHELPLINE@retailbrandalliance.com. You will receive detailed specifications for all of the documents mentioned in Section C. Vendors will be invited to complete certification via an Inovis compliance website. EDI certification should be completed in a timely manner and vendors should note that any Purchase Orders that are due to ship before compliance is achieved will need to be processed via our web based TPM solution.

· Required EDI Transactions

a. 850 Purchase Order

b. 856 Advance Ship Notice

c. 997 Functional Acknowledgement

d. Multiple UCC-128 label types.

D.WAREHOUSING ALLOWANCE

All Purchase Orders received in our Distribution Center or Consolidators will be subject to a 1% Warehousing Allowance. Vendor Debit Adjustments will be processed on a daily basis upon DC receipt of goods. Contact Vendor Relations at (860) 741-0771 for more information.

60

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

E.LABOR LAWS COMPLIANCE / TRANS. SHIPPING

Retail Brand Alliance shall endeavor to purchase merchandise only from sources that adhere to Federal and State laws enacted to protect workers. By agreeing to sell merchandise to us, you also agree that all merchandise which we purchase from you will be manufactured in accordance with the requirements of all applicable Federal and State laws, including the Fair Labor Standards Act. Retail Brand Alliance will also purchase merchandise only from sources that adhere to the laws of the respective country of manufacture enacted to protect workers. By agreeing to sell merchandise to us, you also agree that all merchandise which we purchase from you will be manufactured in accordance with the requirements of all laws enacted to protect workers of the respective country of manufacture. Moreover, you agree to comply with all applicable laws of the United States that relate to the import of products, including country of origin labeling, product labeling and fabric and product testing.

61

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

F.PURCHASE ORDER TERMS AND CONDITIONS

1. ACCEPTANCE: Neither Retail Brand Alliance, Inc. (“Buyer”) nor Seller shall be bound by this order until Seller expresses its acceptance of the order or Seller delivers to Buyer any of the goods ordered, whichever first occurs. In any event, acceptance of the order shall be upon the terms and conditions or modifications stated on the Purchase Order, and no additions or modifications thereof shall bind Buyer unless expressly assented to in writing by Buyer. All specifications and data submitted to the Seller with this order are incorporated herein. All warranties, agreements and representations herein made shall survive the delivery and acceptance of the goods, which are the subject of this Purchase Order.

2. CHANGES: The Buyer reserves the right at any time to make written changes in this order including method of shipment or packing, and time, place and manner of delivery. If any such changes cause an increase or decrease in the cost or time required for performance of this contract, an equitable adjustment shall be made in the contract price or delivery schedule, or both. Any claim by Seller for adjustment under this clause must be approved by Buyer in writing before Seller proceeds with such change. Price increases shall not be binding on Buyer unless evidenced by a Purchase Order revision signed by Buyer.

3. DELIVERY: Time is of the essence in this contract, and if delivery of goods is not made in the quantities and the time specified, Buyer reserves the right, without liability and in addition to its other rights and remedies, to direct expedited routing of goods (the difference in cost between the expedited routing and the normal routing costs shall be paid by Seller), to accept late delivery (whether such late delivery was approved by buyer or not) and deduct late delivery charges as stated in Buyer’s Vendor Guidelines, or terminate this contract by notice effective when received by Seller as to stated goods not yet shipped, and to purchase substitute goods or services elsewhere, in which event Seller shall be liable for any loss incurred.

Where the goods are to be supplied or payment therefore is to be made by installments, the failure of the Buyer to pay any installment in due time shall not entitle the Seller to treat such failure as a repudiation by the Buyer of this entire Purchase Order.

Seller shall be liable for any excess transportation charges, delays or claims resulting from Sellers deviation from agreed on routing instructions. When Seller has reason to believe that deliveries will not be made as scheduled; Seller will immediately give written notice setting forth the cause of the anticipated delay to Buyer.

All Goods delivered the 20^th or later of the month are to be considered as a purchase of and received the first day of the following month for payment purposes.

Buyer will have no liability for payment for goods delivered to Buyer which are in excess of quantities specified in this contract. Such goods shall be subject to rejection and return at Seller’s expense, including transportation charges both ways. Buyer shall not be liable for any material or production costs incurred by Seller in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule.

4. INSPECTION AND ACCEPTANCE: Payment for any goods under this contract will not constitute acceptance thereof. All goods purchased hereunder are subject to inspection at Buyer’s destination either before or after payment. Buyer reserves the right to refuse acceptance of goods, which are not in accordance with instructions, specifications, samples on which orders were based, or Seller’s warranties (express or implied). Goods not accepted will be returned to Seller for full credit (including repayment in full to Buyer of any monies paid Seller for such goods) or replacement (at buyer’s option) and at Seller’s risk and expense, including transportation charges both ways. No replacement of rejected goods shall be made unless specified by Buyer in writing.

Buyer shall not be liable for failure to accept any part of the goods if such failure is the result of any cause beyond the control of the Buyer, including (without limitation) fires, floods, acts of God, strikes, labor disputes, casualties, delays in transportation, inability to obtain materials or machinery, or total or partial shutdown of Buyer’s plant.

Acceptance of all or any part of the goods shall not bind Buyer to accept any future shipments, nor be deemed to be a waiver of Buyer’s right either to cancel or to return all or any portion of the goods because of failure to conform to this contract, or by reason of defects, latent or patent, or other breach of warranty, or to make any claim for damages, including manufacturing costs, damage to materials or articles caused by improper boxing, crating or packing, and loss of profits and other special damages occasioned the Buyer. Such rights shall be in addition to any other remedies provided by law.

5. PACKING AND CONTAINERS: No charges for packing, containers, or transportation will be allowed unless specified on the face of this order. Seller shall be liable for damages to materials or articles caused by improper boxing, crating, or packing.

6. SELLER’S WARRANTIES: Seller hereby warrants that all of the goods furnished shall be of merchantable quality and fit for Buyer’s purposes and that they shall conform to Buyer’s specifications and to all Seller’s representations, affirmations, promises, descriptions, samples or models forming the inducement to enter this contract.

Seller further warrants that in the performance of this order it will comply with all Federal, State or municipal government laws, and that with respect to the production of the goods covered by this order, it has fully complied with all applicable Federal and State Laws, the Fair Labor Standards Act and production and export laws as well as all laws enacted to protect workers of the respective country of production and Seller shall comply with all Federal Laws relating to the import of products including country of origin, labeling and fabric and product testing.

Seller acknowledges that all technical information in the nature of product data which is supplied to Seller to help facilitate performance of this contract, shall be considered as, and kept confidential by Seller, its agents and employees, and Seller warrants that it will prevent disclosure or use of any such information either directly or by incorporation of such information in manufacturing products for others.

Seller warrants that no part of the goods shall be manufactured in any premises or any factory other than the one stated on the front of this purchase order.

Seller agrees that these warranties shall survive acceptance of the goods. These warranties shall be in addition to any warranties and no other express or implied warranties shall be deemed disclaimed or excluded except in writing signed by the Buyer.

7. INDEMNIFICATION: Seller agrees to indemnify and save Buyer, its parents, subsidiaries, affiliates, and agents, harmless from any and all losses, expenses, awards, and damages, including court costs and reasonable attorney’s fees, related in any way to this contract (including, without limitation, those arising from claims of patent, trademark, or copyright infringement or unfair competition) except to the extent such goods were manufactured strictly in accordance with Buyer’s specifications. Upon receipt of notice, Seller will promptly assume full responsibility for the defense of any suit or proceeding arising out of this Agreement or the goods to which Buyer, its subsidiaries, affiliates, or agents, for any reason may be party.

8. CANCELLATION: Buyer shall have the right to cancel all or any portion of this order upon Seller’s failure to meet delivery as specified herein; for breach of any term appearing in this contract; or, if Seller is adjudicated bankrupt or commits an act of bankruptcy; or if any warranty or representation made by Seller is false in any material respect. If Seller’s failure to perform is due to circumstances beyond Seller’s reasonable control, cancellation shall be deemed to have been made under Paragraph 9 below entitled “Termination.” Such right of cancellation is in addition to, and not in lieu of, any other remedies which Buyer may have.

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Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

9. TERMINATION: Buyer may terminate performance under this contract in whole or in part by written notice. Upon receipt of notice Seller will terminate all work in progress and advise Buyer of the value of work completed and materials purchased prior to notice, and the most favorable disposition Seller can make thereof. Buyer will pay pro-rate share of contract price for finished work accepted by Buyer and reimburse Seller for cost of work in process and materials not allocable to other work. Such payments shall be determined in accordance with generally accepted accounting principles, less value received by Seller for items used or resold by the Seller. Buyer shall not be liable for the cost of defective, damaged, or destroyed work or material. In no event will payment made under this clause exceed the aggregate contract price fewer payments made and adjustments allowed in settlement of the contract. This clause shall constitute Seller’s exclusive remedy in the event this order is terminated by Buyer provided herein. This clause will not apply to any cancellation by the Buyer for default by the Seller or for any other cause allowed by law or under this Purchase Order.

10. WAIVER: Failure of Buyer to require performance of any of the terms, covenants, or conditions of this contract or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such terms, covenants, or conditions, or the further exercise of such right, and the obligations of Seller with respect to such future performance shall continue in full force and effect.

11. ASSIGNMENT: No work under this contract shall be assigned nor shall Seller subcontract for completed or substantially completed goods which are the subject of this contract without Buyers prior written consent.

12. ANTICIPATION: This order is subject to anticipation for prepayment at 18% per annum. Discount and anticipation shall be computed from the date of receipt of goods. Where delivery is required to be made to a consolidator, the date of receipt of goods shall be deemed to be the date three days after the goods destined for our distribution center are actually placed in custody of the consolidator.

13. SPECIAL FEATURES: All merchandise designs and mechanical features which have been supplied by Buyer to Seller, and specially created or developed for Buyer by Seller, or which are distinctive of Buyer’s private label merchandise (“Special Features”), shall be the sole property of Buyer and shall be used only on goods manufactured for Buyer. Buyer may use the Special Features in merchandise manufactured by others and obtain such legal protection as may be available for the Special Features, including without limitation, patents, copyrights and trademarks. Seller shall execute any and all instruments deemed by Buyer to be necessary or desirable to obtain such protection in all countries of the world.

14. TRADEMARKS: If this agreement deals with goods which bear Buyer’s private labeling, trademarks, service marks, trade names, distinctive words, copyrights, logos, pictures or designs (“Properties”), Seller shall not transfer or sell any such goods to any third person without Buyer’s prior written consent. If Buyer's consent is given, Seller shall not under any circumstances sell or otherwise transfer such goods to any third person until the Properties have been physically removed or completely obliterated from the goods and all packaging. It is agreed that Buyer is the sole owner of the Properties and that Seller does not have any rights to the use of the Properties except as stated herein, and, in addition, Seller shall not challenge Buyer's rights to such Properties.

15. SPECIAL CONDITION: Buyer may at its expense elect to supply fabric (or any other materials) to vendor to complete this order. Should Buyer do so, the unit price set forth in this Purchase Order shall be subject to downward adjustment by Buyer.

16. JURISDICTION: This contract shall be governed and construed under and in accordance with the laws of the State of Connecticut. Except for matters regarding intellectual property or confidentiality, all claims and disputes, which arise between the parties under this Agreement, shall be resolved by binding arbitration in Hartford County, Connecticut under the then current Commercial Arbitration Rules of the American Arbitration Association. In the event of litigation between the parties arising under this Agreement, jurisdiction and venue shall be brought only in the United States District Court, District of Connecticut at Hartford, Connecticut or such appropriate state court in Connecticut. The parties hereby specifically waive any right to a jury trial. The parties expressly exclude the application of the United Nations Convention of Contracts for the International Sale of Goods."

63

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

G.INTRODUCTION/WHO TO CONTACT

This document defines guidelines for doing business with Retail Brand Alliance. To facilitate our relationship, we welcome you to contact us for any clarification you might require.

PROBLEM AND/OR INQUIRY	DEPARTMENT	TELEPHONE	FAX
Exceptions to Procedures, Payment Inquiries, General Inquiries/Instructions, Invoicing, Sampling, Packing, Routing and Shipping Send e-mail to: VR@RetailBrandAlliance.com	Vendor Relations	860-741-0771 x 2430 or x 2258	860-745-3984
Quality Assurance/Garment Label Inquiries, Ticket Request	Product Manager	212-682-8800
Scheduling DC Deliveries	Receiving	860-741-0771 x2560
TPM/EDI Questions Send e-mail to: TPMHELPLINE@RetailBrandAlliance.com

H.PURCHASE ORDER RETRIEVAL

The method vendors use to retrieve their Purchase Order will depend on how they will process the particular order.

· EDI vendors receive all of the necessary data in the 850 document.

· TPM vendorsreceive all of the necessary data in the TPM system.

I. RBA/VENDOR CORRESPONDENCE/INQUIRIES

· RBA is committed to prompt notification of any shipment problems, paperwork difficulties and charge backs within 30 days or less in order to resolve problems immediately and prevent them from lingering. We anticipate our vendors will act in the same fashion. If a problem exists, please advise Vendor Relations as soon as possible in writing, by fax or phone.

· Correspondence and a request for problem review that is older than 6 months from date of merchandise receipt will not be accepted for consideration.

· All vendor and factor requests concerning payments will require the check number for verification. No information will be provided on future payments due.

· All vendor debit/credit adjustments are detailed and distributed to the vendor twice a month and on the remittance advice at time of payment. Any and all subsequent requests for documentation either by the vendor or factor will be assessed a $25.00 handling fee per document.

64

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· All vendor adjustments (debit and credit memos) will be deducted at the time of the specific invoice payment.

· All Vendor adjustment information will be detailed directly on the remittance advice. The actual documents will not accompany the remittance.

· Invoices/packing slips/’ASN’ transactions will be considered as final invoice documents and will be reflected as the reference number on all remittance, checks and correspondence.

· RBA makes payment to vendor within a ‘paperless’ environment. Payment is made in accordance with the purchase order terms and style cost at the time of receipt.

· RBA Treasury Department must be provided with written notification of the following:

a. Factoring Agreements

b. Change of factor prior to merchandise shipment.

65

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

SHIPMENT PREPARATION

A.PRESHIPMENT SAMPLING INSTRUCTIONS

1) Photo Sample 

· The RBA Purchase Order clearly defines if Photo Samples are required. See field ’Photo Sample’ on Purchase Order for quantity and size per style required.

· Sample must be invoiced separately at no charge

· Only one invoice is allowed per Purchase Order.

· All samples must be sent prepaid, overnight.

· Samples will not be returned to the vendor.

· Do not break pre-packs to provide samples.

2) Production Sample

· The RBA Purchase Order clearly defines if Production Samples are required. See field ’Production Sample’ on Purchase Order for quantity and size per style required.

· If Purchase Order states Production Samples are requested, PPS (Pre-Production Sample) and TOP (Top of Production Sample) are required at relevant stage of production.

· Sample must be invoiced separately at no charge

· Only one invoice is allowed per Purchase Order.

· All samples must be sent prepaid, overnight.

· Samples will not be returned to the vendor.

· Do not break pre-packs to provide samples.

B. HOW TO SEND SAMPLE

1) Garments:

Send to: Retail Brand Alliance, Inc. / Brooks Brothers

346 Madison Ave.

New York, NY 10017

2) Accessories, Eyewear, Jewelry, Scarves:

Send to: Retail Brand Alliance, Inc. / Brooks Brothers 346 Madison Ave.

New York, NY 10017

ATTN: ACCCESSORY BUYER

NOTE: Please contact the Production Associate when a need exists to provide mutilated production samples.

66

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

C.PRE-TICKETING INSTRUCTIONS

· All vendors are required to pre-ticket merchandise and are responsible for obtaining the tickets so as not to impact delivery timing.

· Vendor is responsible for informing the Production Manager of their required ticket due date, which Production will support with Purchase Order entry.

· You will receive tickets in paper bags - one color of a style per bag. The outside of each bag will be marked with our Purchase Order number, the color name, and color code.

· Ticket quantities will be 10% greater than the quantity ordered.

· For specific instructions on ticket types and placement on product, please consult the appropriate brand specific ticketing guidelines.

· Vendors who wish to produce their own tickets should contact their Production Manager for information.

D.STORE (FLOOR READY) HANGER INSTRUCTIONS

Hangers

· All garments shipped on hangers, (CTH or GOH) must utilize the standard RBA store hanger.

· For specific information on hanger suppliers, please consult the appropriate brand specific hanger guidelines.

E.PRODUCT GARMENT LABELS AND HANGTAGS

· The Purchase Order will dictate if private product labels and/or hangtags are required.

For specifics on obtaining the correct labels and/or hangtags, contact the Production Manager.

67

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

F.PACKING SLIP INSTRUCTIONS

· Shipments will be refused at all consolidator locations and RBA dock in all cases where Bill of Lading information does not match the Invoice/Packing Slip information.

· An Invoice/Packing Slip is required to accompany each Purchase Order/shipment. Attach to Bill of Lading for presentation.

· For each Purchase Order/shipment, there can be no more than one invoice.

Invoice/Packing Slip must contain the following information.

(See Examples pages 17 & 18):
a.	Vendor Name, Address, Phone Number
b.	Invoice Number
c.	Purchase Order Number
d.	Number of cartons in shipment/total weight of shipment
e.	Exact quantities (units) by style, color and size.
f.	Unit Cost
g.	Shipment Number

Note:

· The unit cost must be as indicated on the purchase order.

· If vendor style number is different from purchase style number, both numbers must be indicated.

· The following additional information is required if the order is pre packed.

a. Definition of packs by style, color, size and quantities.

b. Pre pack Type

c. Number of Pre packs

· Do not mail additional copies of invoices to Accounts Payable or Vendor Relations.

· Payment is made in accordance with the purchase order terms and style cost at the time of receipt.

· Verify all Purchase Orders for accuracy prior to shipment release.

68

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

1) Example - Packing List – Bulk Merchandise

BULK MERCHANDISE

SHIP FROM:

VENDOR NAME

VENDOR STREET ADDRESS

ANY CITY, STATE, COUNTRY

POSTAL CODE

PHONE NUMBER

SHIP TO:

RETAIL BRAND ALLIANCE

107 PHOENIX AVENUE

ENFIELD, CT 06082

Invoice Number	123456	Invoice Date: 1/0/00
Purchase Order Number	543210
Number of Cartons	16
Carton Weight	480 pounds
Shipment #	009999123456789

Style	Description	Color	Qty	2	4	6	8	10
454	Shirt	Red	325	25	60	60	120	60
452	Shirt	Blue	395	25	60	60	125	25
		Total	620

NOTE: Style 454 reflects Style 11454 on Purchase Order

69

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

2) Example - Packing List – Pre pack Merchandise

PRE PACK MERCHANDISE

SHIP FROM:

VENDOR NAME

VENDOR STREET ADDRESS

ANY CITY, STATE, COUNTRY

POSTSAL CODE

PHONE NUMBER

SHIP TO:

RETAIL BRAND ALLIANCE

107 PHOENIX AVENUE

ENFIELD, CT 06082

Invoice Number	123456	Invoice Date: 1/00/00
Purchase Order Number	543210
Number of Cartons	10
Carton Weight	300 pounds
Shipment #	009999123456789

Style	Description	Color	Qty	P	S	M	L
454	Self Belt Slim	Blue	240	40	60	80	60
		A pre pack 20		1	2	2	1
		B pre pack 20		1	1	2	2
		Total	240

70

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

PACKING INSTRUCTIONS

A. POLY BAG REQUIREMENTS 

· All poly bags must be labeled with the required government warnings, no additional printing on flat packed merchandise bags.

· Do not use high slip poly bags.

· Poly bag should be fitted tight to garment.

B. PACKAGE TYPES 

Note: Due to the automated sorting systems at RBA, the following detailed requirements for package type must be strictly adhered to. The Purchase Order will dictate the appropriate package type. If your product has not been ordered as a re-shippable pre pack (Type R) and does not conform to all our automated sorter requirements as noted below please see number 10) Non-Conveyable (Type J).

1) GOH (Garments on Hangers) - Not Pre packed

· GOH must be sorted by Purchase Order, style, color, size for delivery.

· Poly bags must be heat sealed or tied at the bottom.

· Hangers or merchandise are not to be banded together under any circumstances.

· Maximum weight of individual garment cannot exceed 10 lbs

· If hanger pack cartons are used , do not be seal with staples or straps

2) GOH (Garments on Hangers) – Pre packed

· GOH must be sorted by Purchase Order, style, color, and pre pack type for delivery.

· All pre packed orders will be issued bar coded stickers (Combo SKU) with printed information identifying the pre pack type. For correct Combo SKU placement, please consult the appropriate brand specific ticketing guidelines.

· Pre packs are to be banded together at the hanger hook. Use of rubber bands or twist ties is acceptable. Poly bags must be heat sealed or tied at the bottom.

· Do not ship pre packs without pre pack stickers (Combo SKU).

· Maximum weight of pre pack cannot exceed 10 lbs.

· If hanger pack cartons are used , do not be seal with staples or straps

3) CTH (Carton to Hang) – Not Pre packed

· Shipping carton weight cannot exceed 40 lbs. Do not seal carton with staples or straps.

· One Purchase Order, style, color, size per carton.

· Poly bags must be heat sealed or tied at the bottom.

71

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· Hangers or merchandise are not to be banded together under any circumstances.

· Maximum weight of individual garment cannot exceed 10 lbs.

·          No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

4) CTH (Carton to Hang) - Pre packed

· Shipping carton weight cannot exceed 40 lbs. Do not seal carton with staples or straps.

· One Purchase Order, style, color, pre pack type per carton.

· All pre packed orders will be issued bar-coded stickers (Combo SKU) with printed information identifying the pre pack type. For correct Combo SKU placement, please consult the appropriate brand specific ticketing guidelines.

· Pre packs are to be banded together at the hanger hook. Use of rubber bands or twist ties is acceptable. Poly bags must be heat sealed or tied at the bottom.

· Do not ship pre packs without pre pack stickers (Combo SKU).

· Maximum weight of pre pack cannot exceed 10 lbs

· No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

5) Bulk Packing – Flat Pack Not on Hangers

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· One Purchase Order, style, color, size per carton.

· Poly bag must be sealed; taped end-to-end or heat-sealed fit to size of garment.

· For price ticket placement, please consult the appropriate brand specific ticketing guidelines.

· Maximum dimension for flat pack is 19” x 19” x 6”. Maximum weight is 17.5 lbs.

· Minimum dimension for flat pack is 1.9” x 1.9” X 0.8”. Minimum weight is 2 ounces.

· No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

6) Pre pack – Flat Pack Not on Hangers

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· Follow pre pack specifications from Purchase Order.

· Maximum dimension for pre pack is 19” x 19” x 6”. Maximum weight for all pre packs is 17.5 lbs.

· Minimum dimension for pre pack is 1.9” x 1.9” x 0.8”. Minimum weight for all pre packs is 2 ounces. All pre packed flat orders will be issued bar coded stickers, (Combo SKU), with printed information identifying the pre pack type. These will come with the price tickets. For correct Combo SKU placement, please consult the appropriate brand specific ticketing guidelines.

· Stickers are not to be used to seal the poly bags. Do not ship pre packs without pre pack stickers.

· Only one pre pack type per carton.

· The pre pack must be contained in a clear poly bag. The poly bag must be secured (taped end to end, heat sealed, or in a sealed envelope bag) and fitted to the size of the pre pack.

· No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

7) Re-shippable Pre packs

· One pre pack (as defined on Purchase Order) per carton.

· Carton must be labeled with appropriate UCC128 shipping label created by TPM or EDI.

72

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· The Combo SKU label must be placed on the top of the shipping carton.

· Carton standard – ECT (Edge Crush Test) must be equal to 32 lbs. /inch.

· Loose pieces or broken pre packs are unacceptable.

· Shipping carton weight cannot exceed 40 lbs.

8) Jewelry, Accessories, Giftware *

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· All jewelry, accessories, and giftware must be packed in a sealed protective Jiffy Bag.

· All shipments must meet flat packing requirements:

a. Maximum dimension for flat or pre pack is 19” x 19” x 6”.

b. Maximum weight for flat or pre pack is 17.5 lbs.

c. Minimum dimensions for flat or pre pack is 1.9” x 1.9” x 0.8”.

d. Minimum weight for all flat or pre pack is 50 grams (approx. 2 ounces).

e. Follow Bulk or pre packing instructions as indicated on Purchase Order.

f. No odd units allowed.

g. No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

9) Belts, Hosiery, and Scarves *

· Shipping carton weight cannot exceed 40 lbs. Do not seal cartons with staples or straps.

· Package in .02MIL clear Poly bags with a cardboard insert to render the pre pack flat.

· All shipments must meet flat packing requirements:

a. Maximum dimension for flat or pre pack is 19” x 19” x 6”.

b. Maximum weight for flat or pre pack is 17.5 lbs.

c. Minimum dimensions for flat or pre pack is 1.9” x 1.9” x 0.8”.

d. Minimum weight for all flat or pre pack is 50 grams (approx. 2 ounces).

e. No Odd units allowed.

f. No odd cartons are allowed if the Purchase Order is A/R (Auto Replenishment).

10) Non-Conveyable (Type J)

Any merchandise that is ordered as handling Type J can not be processed by our automated sortation system, or is product that must be packed in odd shaped packaging. (Example; Custom gift boxes)

If you feel your product falls into this category but your Purchase Order is not written as such, please contact your Production Manager to request the Handling Type be changed to Type J to insure safe distribution.

*Note: Alternate packaging may be presented for approval prior to shipping. Contact Vendor Relations.

73

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

C.PRECAUTIONS

1) Overages from Purchase Order Quantities

· All units received in excess of the Purchase Order quantities by style and color are subject to a 40% cost reduction per unit.

· Vendor Debit Adjustments will be processed on a daily basis upon DC receipt of goods.

2) Concealed Shipment Overages / Shortages

· Any concealed shipment overage will be made payable to the vendor without the submission of an additional invoice.

· Any concealed shipment shortage will be immediately processed as a vendor debit adjustment.

3) Incorrect Color / Size Scale

· RBA is making significant system changes to manage our business at the Color/Size level. As a result, all shipments are to be received exactly as ordered and the physical shipment must match the invoice/packing slip information. This requirement will be enforced without exception.

4) Style / Color Substitution

· Style and/or Color substitutions will not be permitted.

5) Dye Lot Procedures / Requirements

· RBA has implemented specific procedures for all merchandise that involve dye lots.

· Vendors are required to contact the Production Office prior to dyeing and/or cutting products for specific instructions.

6) Mark Out of Stock (MOS) at Store Level

All vendor products located in the stores that are found to be other than “First Quality” will result in the following:

· Item will be processed as a MOS markdown by the store.

· Vendor Debit Adjustment will be issued at the cost value of the item and assessed a 5% Handling Fee.

· The Item will not be returned to the vendor.

· Vendor debit adjustments will be processed and mailed on a monthly basis for the previous months’ activity.

7) Odd/Last Units

(No odd units allowed for jewelry/accessories, belts, hosiery, and scarves)

· Bulk/Loose

a. One (1) Purchase Order, style, color, per carton.

b. Mixed sizes within a carton must be separated by size.

c. A single TPM or EDI generated” ODD” carton label must be used. The use of more than 1 TPM or EDI label is not allowed.

74

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· Pre packed

a. One (1) Purchase Order, style, color, per carton.

b. No broken pre packs or loose pieces will be accepted.

c. Mixed pre pack types are allowed within the same carton.

d. A single TPM or EDI generated” ODD” carton label must be used. The use of more than 1 TPM or EDI label is not allowed.

e. The maximum number of odd cartons allowed is determined by the number of pre pack types ordered.

8) Return to Vendor (RTV)

The Product Manager will notify the vendor before a shipment is returned. The cost of returned goods will be debited and the vendor will be responsible for freight charges. A $150.00 handling fee will be assessed. The vendor must advise the Product Manager when any return authorization number or label is required.

9) A/R (Auto Replenishment)

No Odd Cartons are allowed

75

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

CARTON LABELING

A.CARTON LABELING INSTRUCTIONS

1) How to Label

· RBA requires all carton labels in UCC-128 format. These labels can be generated in 3 ways

a. EDI: Vendors can generate labels in compliance with our detailed specifications as part of our EDI compliance initiative.

b. Trading Partner Management: Labels can be generated automatically by logging in to our Web based Trading Partner Management system. This system requires a compliant Zebra or Monarch printer. A full list of compliant printers is available in the vendor version of the Trading Partner Management user guide.

c. Trading Partner Management provider option: Labels can be generated for vendor orders via one of RBA’s global Trading Partner Management providers. A service charge is applicable.

Note: Details on these programs are available. Please contact RBA by e-mail at:

mailto:tpm@retailbrandalliance.com

2) Where to Label

· Label placement must be on the side of the carton in the lower left corner 1 inch from the bottom of the carton and 1 inch in from the side. (See illustration below)

· For cartons that are smaller than the carton label, placement must be on the side of the carton, 1 inch from the bottom and 1 inch in from the side. The address portion can be folded on the top of the carton.

76

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

3) Label Types

· Bulk/Loose Packed merchandise label

· Pre pack Merchandise label

· Odd Carton label (Multi SKU Bulk/Loose and Multi Pre pack merchandise)

Note: No carton should have more than 1 UCC-128 label. Multi SKU or Multi pre pack cartons are always represented by a single Odd carton label.

4) Label Ordering

· Vendors who are using a Trading Partner Management provider must ensure labels are ordered in a timely manner to avoid shipping delays.

· New vendors should contact their Product Manager or use the above mentioned e-mail address to be directed to the relevant provider.

77

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

ROUTING INSTRUCTIONS

A.ROUTING INSTRUCTIONS AND FOB DEFINITIONS

These Routing Instructions are an integral part of our Purchase Order terms and conditions. Please adhere to these instructions in order to avoid refusal and/or violation/handling fees.

1) Early Shipment of Merchandise

· Start dates are ‘In House’ RBA dock or consolidator.

· Any shipment received at RBA dock or consolidator prior to the ‘Ship On-Not Before’ date will be considered early and will be refused.

2) Late Shipment of Merchandise

· Completion dates are ‘In House’ RBA dock or consolidator.

· Any shipment received at RBA dock or consolidator after the completion date will be considered late and will be refused.

3) Partial Shipments

· With Product Manager approval, a maximum of two shipments per style can be made against any one Purchase Order.

· Any partial shipment must conform to the original Purchase Order color/size assortment.

· A deduction of 10% will be made for each additional invoice starting with the third invoice.

4) Freight Requirements

· Vendors are required to pay inbound freight charges to consolidator, but are not subject to consolidation fees.

· Specific Routing Instructions must be adhered to on all shipments.

· Shipments will be refused at all consolidator and RBA dock locations in all cases where Bill of Lading information does not match the advance invoice/packing slip information.

· Do not use small package delivery services to deliver to consolidator.

· RBA requires consolidator arrival in compliance with Purchase Order “Ship-On/Not-Before” and “Completion” dates.

78

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

5) Consolidator Locations

1) NY/NJ COMMERICAL ZONE

FOB-CONSOLIDATOR, Freight Prepaid

Expeditors International

Distribution Warehouse

245D Roger Ave.

Inwood, NY 11096

· Hours of Operation: 8:30 AM – 4:00 PM – Monday through Friday

· Phone: 516-371-3330 - FAX: 516-371-2979

· Freight Charges to Expeditors are not allowed.

· Appointments are required on all shipments. A one-hour grace period is extended to each appointment time. All shipments over 75 cartons must be palletized.

· Any appointment made with Expeditors that is not kept or is more than 1 hour late for the appointment will be charged back $200.00 per Purchase Order.

· Any arrival at Expeditors after the 4:00 PM closeout will be charged back a ‘Late Gate’ fee of $230.00 per Purchase Order.

6) All Other Locations

FOB – RBA Dock, Collect

Retail Brand Alliance

107 Phoenix Ave

Enfield, CT 06082

.

· Hours of Operation: 7:00 A.M. – 2:30 P.M. Monday through Thursday

 7:00 A.M. – 11:30 A.M. Friday

· Phone: 860-741-0771 ext.2560  Fax: 860-253-4451

· Carriers to be used:

New England & Eastern U.S. (CT, MA, RI, ME, NH, VT) (DE, MD, NJ*, NY*, PA)	NEW ENGLAND MOTOR FREIGHT
Southern U.S.	OLD DOMINION FREIGHT LINES
(AL, FL, GA, MS, NC, SC, TN)
Kentucky	ROADWAY EXPRESS OR YELLOW
	FREIGHT
North Central U.S.	ROADWAY EXPRESS OR YELLOW
(IA, ID, MT, ND, SD, WY)	FREIGHT
Central U.S.	ROADWAY EXPRESS OR YELLOW
(AR, IL, IN, KS, LA, MI, MN, MO,	FREIGHT
NE, OH, OK, TX, VA, WI, WV)
Western U.S.	ROADWAY EXPRESS OR YELLOW
(CO, NM, OR, UT, WA)	FREIGHT
Arizona, California, Nevada	DAYLIGHT TRANSPORT
Alaska, Canada, Hawaii, Mexico,	CONTACT TRAFFIC OFFICE

** Except for Commercial Zone

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Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

· Vendors shipping GOH from Southern, North Central, Central & Western US as well as KY, AZ, CA & NV must call the Traffic Office (Tel# 860-741-0771 ext. 2761) for approved carriers.

· GOH merchandise must be sorted by Purchase Order /style/color/size.

7) Common Carrier Transit Time Standards (Business Days)

Note: Required Distribution Center arrival in compliance with Purchase Order “ship-on/Not-before” and ‘Completion’ date (See Common Carrier Transit Times Standards)

TO ENFIELD OR EAST WINDSOR CT

CARRIER	STANDARD	WEB SITE
NEW ENGLAND MOTOR FREIGHT	2 DAYS	www.nemf.com
DAYLIGHT	5 DAYS	www.dylt.com
OLD DOMINION FREIGHT LINES	4 DAYS	www.odfl.com
ROADWAY EXPRESS		www.roadway.com
&
YELLOW FREIGHT		www.myyellow.com
From Pacific Northwest points	6 DAYS
From West Coast points	6 DAYS
From Southwest points	6 DAYS
From Midwest points	5 DAYS
From Mid-South points	5 DAYS

8) Full Trailer Load

FOB – RBA. DOCK, COLLECT

a. Vendors that anticipate full trailer loads may contact the Traffic Office in Enfield, CT at (860) 7410771 ext. 2761 to arrange for merchandise pick-up.

b. This requires Traffic Office authorization with a minimum of 24 hours prior notice for pick-up arrangements.

c. RBA requires the completion of a load diagram detailing the Purchase Order /Style/Color location within the loaded trailer (see attached example of “RBA TRAILER MAP” Diagram on page 29)

80

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

RBA TRAILER MAP

	FROM:     _____________________
	_____________________
	_____________________
	_____________________
	TO:       _____________________
	_____________________
	_____________________
	TRAILER #: ______________

81

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

	PO#	STYLE	COLOR	# OF CARTONS
	___________ ____________ ____________ ____________ ____________ ____________ ____________ ____________	____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________	____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________	____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________
	TRAILER “MAPS” MUST BE RECEIVED IN THE RBA TRAFFIC OFFICE ON ALL FULL TRAILER LOADS PRIOR TO DELIVERY.

82

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

9) Use of Air Freight

AIR FREIGHT FOB – RBA DOCK VENDOR PAYS FULL FREIGHT

· Requires Vendor Relations Office advance shipment notice and authorization.

· Requires vendor pays full freight and be responsible for freight in transit.

10) Use of Small Package Delivery Services

SUCH AS –UPS, FED EX	FOB RBA DOCK	VENDOR PAYS FULL FREIGHT
GROUND, ETC.

·Requires shipment be made only from non-consolidation points.

·Requires shipment be made only to the RBA distribution center in Enfield, CT.

·Requires a maximum of 2 cartons per shipment, each carton to weigh no more than 40lbs.

·Requires delivery be made within 3 days of shipment from vendor.

11) Shipments Direct To DC By Vendor’s Own Truck

VENDOR’S DELIVERY FOB – RBA DOCK

·Requires vendor to pay freight and be responsible for freight in transit.

·Requires prior approval from Vendor Relations for each shipment.

·Requires RBA dock appointment within 24 hours prior notice. Call Receiving at

·(860) 741-0771 ext. 2560.

12) Bill of Lading Requirements

· Vendor must combine daily shipments with multiple invoices on one bill of lading.

· Shipments will be refused at all consolidator locations and RBA dock in cases where the bill of lading information does not match the advanced invoice/packing slip information.

· In the event any purchase order on the bill of lading is refused, the entire bill of lading will be refused.

· Bill of lading for each shipment must indicate:

a. Purchase Order Number(s)

b. Number of Carton(s) per Purchase Order Number

c. Invoice/Packing Slip Number(s)

d. Style Number(s)

e. A complete and accurate description of merchandise.

f. Current National Motor Freight Classification Number

83

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

NON-COMPLIANCE PENALTY TABLE

NOTE:Shipments not in compliance with RBA standards are subject to shipment refusal.

Third Party Service Charges may be levied in addition to the compliance charges listed.

SECTION IN VIOLATION		RESULTING CHARGEBACKS
GENERAL
·   A	Page 5	Retail Brand Alliance reserves the right to terminate its
·   B	Page 6	relationship and/or contract with any manufacturer or
·   E	Page 9	supplier who fails to comply with our General
·   F	Page 10	Compliance section.
·   I	Page 12	$25.00 per Document

SHIPMENT PREPARATION

·   A	Page 14	$200.00 Handling Fee per Invoice/Packing slip
·   B	Page 14	$200.00 Handling Fee per Invoice/Packing slip
·   C	Page 15	$1.00 per Unit
·   D	Page 15	$1.00 per Unit + Cost of Hangers
·   E	Page 15	$1.00 per Unit
·   F	Page 16	$200.00 Handling Fee per Invoice/Packing slip

PACKING INSTRUCTIONS

·   A	Page 19	$1.00 per Unit
·   B1&B2	Page 19	$1.00 per Unit
·   B3-B10	Page 19-21	$50.00per Carton and/or $1.00 per Unit
·   C 1	Page 22	40% Cost Reduction per Unit
·   C 2	Page 22	Cost per Unit x Number of Pieces
·   C 3&C 5	Page 22	$500.00 Handling Fee
·   C4	Page 22	$500.00 HF or Return at Vendor’s Expense + $500.00 HF

·   C 6	Page 22	Cost per Unit + 5% Handling Fee
·   C 7	Page 23	$ 50.00 per Carton
·   C 8	Page 23	Cost of Unit, All Freight charges + $150.00 HF
·   C 9	Page 23	$ 50.00 per Carton

CARTON LABELING

·   A1&A2 Page 24 $ 50.00 per Carton

84

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

ROUTING INSTRUCTIONS

· A1&A2	Page 26	2% of Invoice per Day
· A3	Page 26	10% per Additional Invoice
· A4	Page 26	$200.00 per PO
· A5	Page 27	$200.00 per PO
· A6	Page 27	$200.00 per PO
· A9	Page 30	$500.00 Handling Fee
· A10	Page 30	$500.00 Handling Fee

85

Exhibit 10.132: Certain confidential information in this Exhibit 10.132 was omitted and filed separately with the Securities and Exchange Commission (“SEC”) with a request for confidential treatment by Inter Parfums, Inc.

EXHIBIT H

QUARTERLY AND ANNUAL OPERATING REPORTS REQUIRED BY LICENSOR

QUARTERLY OPERATING REPORT – due within [---------]¹¹³ from the close of every quarter

· Wholesale Sales of Licensee– All Gross Sales and Net Sales listed by Country and all Net Sales listed by Major Retail Account (defined as any retailer with estimated retail sales of the Licensed Products of at least [---------] ¹¹⁴ per year)

· Ex Factory Sales of Licensee – All Gross Sales and Net Sales listed by Distributor

· Discontinued Sales of Licensee – All Gross Sales and Net Sales listed by Retailer

ANNUAL OPERATING REPORT – due within [---------] ¹¹⁵ from the close of every Year of the Term

· Wholesale Sales of Licensee - All Gross Sales and Net Sales listed by Country and all Net Sales listed by Major Retail Account (defined as any retailer with estimated retail sales of the Licensed Products of at least [---------] ¹¹⁶ per year)

· Ex Factory sales of Licensee – All Gross Sales and Net Sales listed by Distributor, and Licensee to use commercially reasonable efforts to provide All Distributors’ Gross Sales and Net Sales by Country and Major Retail Account (defined as any retailer with estimated retail sales of the Licensed Products of at least [---------] ¹¹⁷ per year)

· Discontinued Sales of Licensee– All Gross Sales and Net Sales listed by Retailer

· Image Plan and Marketing Fund – All marketing, advertising, and promotional expenditures and activities for the prior year

¹¹³ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.113.

¹¹⁴Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.114.

¹¹⁵Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.115.

¹¹⁶Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.116.

¹¹⁷ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.132.117.

86

EX-21

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, S.A.	France
Nickel USA, Inc.	Delaware
Inter Parfums Limited	United Kingdom
Inter Parfums Gmbh	Germany
Inter Parfums srl	Italy
Inter España Parfums et Cosmetiques, SL	Spain

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-136988 and 333-146583) and Form S-3 (No. 333-141963) under the Securities Act of 1933 of  (i) our report dated March 10, 2008 with respect to the consolidated balance sheets of Inter Parfums, Inc. and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007and (ii) our report dated March 10, 2008on the effectiveness of the internal controls over financial reporting of Inter Parfums, Inc. as of December 31, 2007. Each report appears in the December 31, 2007 Annual Report on Form 10-K of Inter Parfums, Inc.

Mazars LLP

New York, New York

March 10, 2008

EX-31.1

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 3, 2008

/s/ Jean Madar

Jean Madar, Chief Executive Officer

EX-31.2

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 7, 2008

/s/ Russell Greenberg

Russell Greenberg

Chief Financial Officer and

Principal Accounting Officer

EX-32

Exhibit 32

CERTIFICATION

Each of 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, 2007, 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 3, 2008	By:	/s/ Jean Madar
		Jean Madar
		Chief Executive Officer
Date: March 7, 2008	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.