LICENSE AGREEMENT

“AGREEMENT” shall mean this License Agreement including all Annexes and Exhibits hereto, as the same may be amended, supplemented or modified in accordance with Section 14 hereof;

“COMMENCEMENT DATE” shall mean the date on which the termination of LICENSOR’S current licence agreement for PRODUCTS under the TRADEMARKS is effective, which has to be a date on or prior to September 30, 2006.

“CONTRACTUAL YEAR” shall mean the period commencing on the COMMENCEMENT DATE and ending December 31, 2007 and thereafter any subsequent period of twelve months commencing on January 1 and ending on the following December 31;

“TRADEMARKS” shall mean the trademark “Van Cleef & Arpels” and other trademarks as represented and listed in Annex A Part 1 and 2 hereto, together with any further names, symbols or marks which the parties may agree to introduce in accordance with the provisions of this AGREEMENT for the purpose of applying to the PRODUCTS, and shall include (but not be limited to) the various registrations thereof which have been obtained, which are pending, or which may be obtained, as are relevant to the PRODUCTS;

“BOTTLES” shall mean the bottles or other containers (including, but without limitation, tubes, vials, jars, etc.) for the PRODUCTS in which the PRODUCTS are sold;

“FORMULAE” shall mean the formulae relevant to the PRODUCTS, including but not limited the formula of the scent of the PRODUCTS;

“PRESENTATION” shall mean all trademarks, get-up, designs, advertising, merchandising, point of sale, promotional and packaging (including labelling) material appearing upon or used in relation to the PRODUCTS;

“PRODUCTS” shall mean such luxury fragrance (women’s and men’s fragrance and home fragrance) and cosmetic products (limited to bath and body products, to the exclusion of skin care and make up products) as shall be launched in accordance with the provisions of this AGREEMENT, that LICENSEE may market, distribute and sell in connection with the TRADEMARKS and/or the TRADENAME pursuant to the terms and conditions of this AGREEMENT;

“TECHNICAL INFORMATION” shall mean any and all know-how and retail information in connection with, for example, creative and technical input with respect to design, image, corporate identity, brand direction, advertising, marketing and promotion (including LICENSOR’S global marketing policy) relating to the PRODUCTS;

“QUALITY CRITERIA” shall mean the quality criteria as outlined in Annex B attached hereto which may be amended with both parties’ written agreement (Section 14.2 below) and shall be consistent with the prestige of the TRADEMARKS, the TRADENAME and the goodwill and reputation associated with them;

“BEST LOCAL WHOLESALE PRICE” shall, for the purpose of Section 6.5 below mean the lowest price of the first sale of the PRODUCTS from LICENSEE or a RELATED COMPANY of LICENSEE to any third party which is not a RELATED COMPANY of LICENSEE, may that be a distributor or a retailer, in each relevant market;

“LICENSOR’S OUTLETS” shall mean those shop-in-shops, corners, concessions and free standing boutiques which are owned, operated or managed by LICENSOR, by any of its RELATED COMPANIES and/or by a third party under the TRADENAME;

“TERRITORY” shall mean all countries and territories throughout the world, including duty free zones;

“NET SALES” shall mean the invoice prices invoiced by LICENSEE and any of its RELATED COMPANIES on the first sale of PRODUCTS in the ordinary course of business to a non-RELATED COMPANY, after deduction of any sales taxes imposed on LICENSEE directly in respect of the PRODUCTS, credits, product returns, trade or cash discounts (including year-end discounts), provided that the aggregate of such deductions shall not exceed such amount as would be normal business practice in relation to the sale of luxury fragrance and grooming products of comparable prestige and price to the PRODUCTS. For the avoidance of any doubt, NET SALES shall not include sales of point of sales and/or promotional materials, including but not limited to testers, minis, samples, show cards and windows.

“RELATED COMPANIES” shall mean any parent or subsidiary of any of the parties or any company affiliated with or related to any of them or a party or any company under common control with any of them;

“KEY MARKETS” shall mean the territories listed in Annex G .

“PROJECTED NET SALES” shall mean the projected net sales figure for the PRODUCTS in any calendar year as contained in the annual marketing plan relevant for that calendar year;

LICENSOR hereby grants LICENSEE an exclusive license to use the TRADEMARKS and/or the TRADENAME in connection with the development, manufacture, sale, distribution, advertising, merchandising, promotion and marketing of the PRODUCTS in the TERRITORY for the term of the AGREEMENT in accordance with the conditions set out below. LICENSEE shall be entitled to use the TRADEMARKS set forth in Annex A Part 1 hereto and/or the TRADENAME in connection with other trademarks and/or other distinctive or descriptive attributes (words, logos, devices, etc.) but only as LICENSOR shall first approve in accordance with Section 4.2 (in particular Section 4.2.2 ) and as set forth below. The goodwill generated through the sale of the PRODUCTS shall vest exclusively in LICENSOR.

During the term of this AGREEMENT and subject to prior written approval by LICENSOR, LICENSEE shall also be authorised to use the TRADENAME as a branch or division name as “Parfums Van Cleef & Arpels”, especially on stationery etc., or, to incorporate the TRADENAME into the company name of a RELATED COMPANY (as “Parfums Van Cleef & Arpels”). The approval shall be deemed to have been given if LICENSOR does not give written notice of disapproval within one (1) month after LICENSOR has received LICENSEE’S written request for approval together with details of the planned incorporation of the TRADENAME.

LICENSEE will inform LICENSOR about the planned incorporation of the TRADENAME into the company name of a RELATED COMPANY in good time at the latest four weeks before the respective entry in the Commercial Register.

LICENSOR will, at the request of LICENSEE, co-operate as required in the incorporation of the TRADENAME into the company name of a RELATED COMPANY of LICENSEE, and supply all necessary declarations or take the necessary actions, the costs of such declarations or actions to be reimbursed by LICENSEE.

Promptly after the expiration or termination of the AGREEMENT, or if there is a sell-off period ( Section 7.5 below ) promptly after the end of such sell-off period, LICENSEE agrees to procure the change of the name of a branch, division or RELATED COMPANY referred to in Sections 2.2 to 2.4 by deleting the TRADENAME and ceasing to use and destroying all relevant headed stationary, correspondence or other printed material bearing the TRADENAME.

LICENSEE warrants that any use of the TRADENAME by a branch, division or RELATED COMPANY in accordance with the provisions of Section 2.2 above will only be permitted in order to enable LICENSEE to perform its obligations in relation to the marketing, sale, development and manufacturing of the PRODUCTS under this AGREEMENT, to the exclusion of any other activities, and will be subject to that branch, division or RELATED COMPANY complying in all other respects with the terms of this AGREEMENT and all applicable local legal requirements relating to its incorporation and the conduct of its business.

LICENSOR may only with LICENSEE’s prior written approval (which will be in LICENSEE’S exclusive discretion) and subject to the warranties given in Sections 10.2 to 10.4 , be entitled to sell other products which are not PRODUCTS together with PRODUCTS, especially in combination packages, marketed under the TRADEMARK, or to give away other products as “gift with purchase” together with the PRODUCTS (hereinafter collectively called “OTHER PRODUCTS”).

In consideration of the rights granted and the services to be performed by LICENSOR hereunder, LICENSEE shall pay to LICENSOR a lump sum entrance fee of EUR _____* Mio. Further, in consideration of the rights granted and the services to be performed by LICENSOR during each CONTRACTUAL YEAR or part thereof a royalty which shall be equal to [--------------] ¹   NET SALES of all PRODUCTS sold in any CONTRACTUAL YEAR , and which shall in any CONTRACTUAL YEAR be a minimum amount as specified in Section 3.2 below.

LICENSEE agrees to pay the following guaranteed minimum royalties to LICENSOR to be paid in (4) equal amounts in each CONTRACTUAL YEAR (“CY”) in accordance with Section 3.3 below:

LICENSEE shall, for each quarter of each CONTRACTUAL YEAR, pay to LICENSOR the greater of the cumulative amount of royalties payable under Section 3.1 above or the cumulative minimum royalties due in that CONTRACTUAL YEAR up to that date less any royalties, whether payable under Section 3.1 or guaranteed minimum royalty payments, already paid in that CONTRACTUAL YEAR. These payments will be made within [---------------] ³ after the end of each calendar quarter, such quarters ending on 31 March, 30 June, 30 September and 31 December in each CONTRACTUAL YEAR. Each payment shall be accompanied by a quarterly royalty report in the form as attached as Annex C .

Failure by LICENSEE to make payment of any royalties within [--------------] ⁵ after their due date shall thereafter incur accrued interest at the basic bank interest rate of BNP, Banque Nationale de Paris, plus [---------------]] ⁶ per annum. Payment shall be applied first against any interest which may have been accrued to the date of the payment and any balance against the amount of royalties outstanding.

All taxes required by law to be withheld or assessed on or with respect to the remittance of royalties by LICENSEE or any RELATED COMPANY hereunder shall, if paid by LICENSEE or any related party, be deducted from the amount of royalties payable to LICENSOR. LICENSEE shall furnish LICENSOR with documentation reflecting the amount and proof of such tax payments.

All royalties shall be paid in Euro. The exchange rate of the royalties from foreign currencies to Euro shall be calculated according to the average rate of exchange during the last month of the quarter being reported as published in the Financial Times under the heading “Exchange Cross Rate” or, in the event that the relevant calculations cannot be made as aforesaid, by such other exchange rate calculation formula as may be agreed by the parties.

LICENSEE shall not be obliged to pay royalties on any compensation received from its customers as a participation on advertising and sales promotion, such as payments for decoration, testers and samples.

LICENSEE agrees to keep full and accurate books and records relating to the marketing and the sale of the PRODUCTS. LICENSEE agrees that LICENSOR shall have the right to inspect, audit or make copies of the books and records of LICENSEE and/or any RELATED COMPANIES of LICENSEE relating to the computation and the payment of the royalties due and owing to LICENSOR within [--------------------] ⁷  after the quarter in question up to [---------------] ⁸ a year at reasonable times and upon no less than one month’s prior notice. This right terminates [---------------] ⁹  after the expiration of this AGREEMENT.

If a shortfall in the ROYALTIES paid is verified, LICENSEE shall promptly pay to LICENSOR all additional ROYALTIES due. If the shortfall is greater than [ [---------------] ¹⁰ of the cumulative amount of ROYALTIES paid by LICENSEE for the relevant period, then the LICENSEE shall also pay to LICENSOR an amount equal to the reasonable costs and expenses of LICENSOR’S examination together with interest calculated in accordance with Section 3.5 above.

The parties shall collaborate in the development process of the PRODUCTS so that the PRODUCTS brought to the market will be consistent with the image of LICENSOR and the TRADEMARKS, and in conformity with the QUALITY CRITERIA.

The parties agree that LICENSOR shall have approval rights with regard to the PRODUCTS over:

If LICENSOR does not give its approval of any of LICENSEE’S proposals with regard to the concept, the scent or the packaging, it shall give its reasons for such withholding and agrees to submit its ideas, input, advice, and suggestions with regard thereto to LICENSEE within [---------------] ¹¹  after having received such proposal.

Within [---------------] ¹²  of receipt of LICENSEE’S request for approval of any name in accordance with this Section 4.2 , or any trademark and/or any other attribute in accordance with Section 2.1 as well as the submission of a completed availability search by LICENSEE in accordance with Section 8.16 below, LICENSOR shall notify LICENSEE which names, trademarks or attributes it approves or disapproves and shall give its reason for any disapproval.

In the event of non-approval pursuant to Sub-Sections 4.2.1 and/or 4.2.2 above, LICENSEE agrees to take LICENSOR’S comments, ideas, input and advice into consideration and to amend or revise its proposal and/or implement LICENSOR’S suggestions and submit the revised proposal to LICENSOR for its approval, it being understood that LICENSOR and LICENSEE shall use their best endeavours to closely cooperate in order to have finally a satisfactory common project.

Any proposal submitted to LICENSOR for approval and not disapproved within [---------------] ¹³ after LICENSOR having received such proposal shall be deemed to have been approved.

LICENSEE shall be responsible for ensuring that the PRODUCTS, the BOTTLES, the FORMULAE and the PRESENTATION comply with the agreed designs, models and prototypes and with all relevant laws, regulations, specifications and standards in force with respect thereto and with all LICENSOR’S reasonable instructions relating to the PRODUCTS, in particular, their quality and presentation. LICENSEE will withdraw from the course of manufacture and/or storage and not place upon the market any goods found not in accordance with the QUALITY CRITERIA, whether fully or partly manufactured.

LICENSEE agrees to use commercially reasonable efforts to develop the sales of the PRODUCTS and to launch new PRODUCT lines at least in KEY MARKETS, as follows:

March 2008 : launch of new fragrance for women

September 2008 : launch of new fragrance for men

Between [---------------] ¹⁴ : launch of the 2 ^nd new fragrance for women

[---------------] ¹⁵ : animate and support of all PRODUCT lines

LICENSOR agrees to use its best efforts to ensure that the reputation, image and the goodwill of the TRADEMARKS as represented in Annex A Part 1 and/or of the TRADENAME shall retain its present standing (as of signing of this AGREEMENT), particularly in connection with other products manufactured and/or distributed under the TRADEMARKS and/or the TRADENAME by LICENSOR, RELATED COMPANIES of LICENSOR or other licensees, sub-licensees and franchisees of LICENSOR.

LICENSEE will permit LICENSOR or its authorised representative at all reasonable times to enter the LICENSEE’S premises where the PRODUCTS are made, stored, distributed or sold, for the purpose of inspection thereof. In order to enable LICENSOR to control the quality of the PRODUCTS, LICENSEE agrees to submit to LICENSOR after reasonable request random samples (up to 4 items per range of PRODUCTS) free of cost for inspection.

If LICENSEE uses sub-manufacturers or sub-licensees, in accordance with the terms of this AGREEMENT for the manufacture of the PRODUCTS, LICENSEE shall remain liable for ensuring that the quality of the PRODUCTS remains in accordance with the QUALITY CRITERIA. LICENSEE shall permit or procure that the sub-manufacturer or sub-licensee shall permit the LICENSOR or its representative during normal business hours to enter any place of manufacture or storage occupied by or used by the sub-manufacturer or the sub-licensee for the purpose of inspection of the PRODUCTS and to ensure that the QUALITY CRITERIA are being adhered to. PROVISIONS for this purpose shall be incorporated into any sub-manufacturing contract or sub-license granted hereunder. LICENSEE undertakes to have executed by any of such sub-manufacturer and sub-licenses a declaration acknowledging LICENSOR’s intellectual property rights as provided by LICENSOR.

The Parties agree that it is essential that the Products be marked “Made in France”. For that purpose, LICENSEE undertakes that any and all Products shall be manufactured in such a manner as to permit such marking in accordance with country of origin markings and regulations and any other relevant regulation in force during the term of this AGREEMENT in the Territory.

LICENSEE is informed that LICENSOR and the Richemont Group are engaged in respecting international treaties and guidlines in relation to, inter alia, protection of environment, labour conditions (no child labour) and testing of products (no tests on animals), and LICENSEE undertakes to carry out this AGREEMENT in full respect of aforesaid.

LICENSEE shall, on a [---------------] ¹⁶ , and in each calendar year, communicate in writing to LICENSOR and follow such communication within [---------------] ¹⁷ , or within such other period as the parties may agree, with a presentation for discussion purposes at LICENSOR’S premises, or at such other location as may be agreed, the following:

its marketing plan for the following [---------------] ¹⁸  period to include the information set out in Annex F hereto;

[---------------] ¹⁹ per calendar year, than its indicative Strategic Plan for the following [ [---------------] ²⁰ , such Strategic Plan to include a market overview, LICENSEE’S strategy and marketing objectives, a marketing calendar and summary of planned advertising and promotional expenditure, brand positioning and pricing; and

any new PRODUCT launch plans, if relevant, in accordance with Section 5.3 below.

At the time LICENSEE presents its marketing plan in accordance with Section 5.1 (a) above, LICENSOR shall present its PRODUCT marketing plan for the following [---------------] ²¹ ,

The launch plan for each new line of PRODUCTS shall be presented at the relevant marketing proposal presentation referred to in Section 5.1 above, or at a separate presentation if agreed by the parties.

LICENSEE shall be responsible for producing and circulating all advertising and promotional materials in the TERRITORY at its costs. LICENSEE agrees to take LICENSOR’S image into consideration in its advertising and promotion for the PRODUCTS and to ensure that the advertising and promotion for the PRODUCTS will be in accordance with LICENSOR’S image and reputation and will not harm or diminish LICENSOR’S image and reputation and the goodwill LICENSOR has built up with its other products. LICENSEE further agrees to consult with LICENSOR with regard to advertising and sales promotion and to take LICENSOR’S advice into due consideration in order to develop advertising which is consistent with the image and reputation of LICENSOR.

The parties agree that LICENSOR shall have approval rights with regard to the advertising and marketing for the PRODUCTS over

LICENSEE undertakes to spend jointly with its distributors in each calendar year a minimum percentage of its PROJECTED NET SALES on advertising and marketing of the PRODUCTS (hereinafter called “Advertising and Marketing Expenditure”) as follows: