AMENDMENT No. 1 TO THE EXCLUSIVE LICENSE AGREEMENT DATED JUNE 20, 1997

S.T. DUPONT S.A., a Swiss corporation, registered at Fribourg Commercial Registry, with its principal office located at rue de Lausanne 91, 1700 Fribourg, Switzerland, represented by Mr. Eric Sampré, CEO,

(hereinafter referred to as “STD”),

Inter Parfums, a French corporation, registered under RCS n° B 350 219 382, with its principal office located at 4, Rond Point des Champs Elysées, 75008 Paris, France, represented by Mr. Philippe Benacin, CEO,

In accordance with the provisions of Article 4.2 of the exclusive trademark License Agreement signed by the parties on June 20, 1997, Inter Parfums and STD agreed to conduct negotiations 36 months prior to the expiration date of the License Agreement, on June 30, 2008, in order to discuss its renewal.

Following a dispute involving the performance of the Agreement, and pursuant to a settlement agreement and this amendment, signed on the same day and deemed to constitute an indivisible whole, Inter Parfums and STD have agreed to renew the Agreement in advance and to amend certain terms and conditions thereof as follows:

Article 4 of the June 20, 1997 agreement is deleted as of January 1, 2006, and replaced as follows:

“4-   Term of the Agreement

This Agreement is renewed as of January 1, 2006 for a term of 5.5 years (five and one-half years). It shall expire on June 30, 2011.”

2 - Definitions

2.1

The last paragraph of Article 1 of the June 20, 1997 agreement is deleted and replaced as follows:

“The term “Contractual Year” means the period from January 1 through December 31, of the same calendar year”.

2.2

The following is added as the last paragraph of Article 1 of the Agreement:

“Beginning January 1, 2006, the term “Agreement” shall mean the June 20, 1997 exclusive license agreement, as amended by Amendment No. 1 dated March 20, 2006”.

3 - Royalties

3.2  

Article 6.2 of the Agreement is deleted and replaced as follows:

¹ Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:1.

²  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:2.

³  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:3.

“6.2   As consideration for the rights that are granted thereto under this Agreement, Inter Parfums shall pay STD, effective January 1, 2006, license fees of [ ___________ ] ⁴ of the Inter Parfums’ annual Product sales.

The base amount used will be the total net invoices of Inter Parfums (parent and subsidiaries) to its customers, including any invoicing based on orders submitted by STD, excluding POS products and promotional gifts (said products and gifts shall in no event exceed [ ___________ ] ⁵ of total sales), excluding taxes on sales or income and shipping costs, and after deducting documented unsold returns. Payments shall be made in euros, after deducting any tax withholding at source .”

3.3  

Article 6.3 of the Agreement is deleted and replaced as follows:

“6.3   Beginning January 1, 2006, Inter Parfums hereby agrees to pay STD the following minimum royalties, payable on a quarterly basis and no later than April 30, (first quarter of the contractual year), July 31, (second quarter of the contractual year), October 30 (third quarter of the contractual year) and the January 31 (fourth quarter of the contractual year):

⁴  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:4.

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⁶  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:6.

The parties hereby confirm that the calculation of the royalties payable on October 30, 2005 and January 31, 2006 was based on the previous version of Article 6.3 of the Agreement.”

3.4  

Article 6.6 of the Agreement is deleted and replaced as follows:

“6.6   Inter Parfums hereby agrees to provide annual financial statements, certified by its auditor, related to the royalties and any information necessary to determine the base amount for calculating the royalties due for the prior contractual year.

Said financial statements must be sent to STD prior to [ ___________ ] ⁷ of each year following the related contractual year.

With respect to the last contractual year (January 1 through June 30, 2011), Inter Parfums hereby agrees to provide said semi-annual financial statements prior to [ ___________ ] ⁸  

Article 7 of the Agreement is deleted and replaced as follows:

“No later than [ ___________ ] ⁹   of each year, Inter Parfums shall submit a Marketing Plan for the following contractual year to STD for approval.

Said Plan shall include:

⁷  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:7.

⁸  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:8.

⁹  Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.127.1:9.

For contractual years 2010 and 2011 (first half), Inter Parfums shall submit to STD a Marketing Plan for 18 (eighteen) months covering the period from January 1, 2010 to 30 June 2011.”

5 - Advertising and Advertising Material

5.1

Article 10.2 of the Agreement is deleted and replaced as follows:

“Inter Parfums hereby agrees to spend at least [ ___________] ¹⁰   of its Product sales for the current contractual year on Product advertising (as defined in Article 6.2 above). The parties hereby agree that Inter Parfums may choose to bear all of said advertising expenses or have them borne by its distributors, provided, however, that distributor partici