LICENSE AGREEMENT

THROUGHOUT THIS AGREEMENT, WHERE INFORMATION HAS BEEN REPLACED BY AN ASTERISK

(*), THAT INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE

24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE

OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION.

EXHIBIT 10.71

LICENSE AGREEMENT

This LICENSE AGREEMENT ("Agreement") is made and effective as of the

6th day of January 2005 (the "effective date"), by and between PARIS HILTON

ENTERTAINMENT INC., with offices at 250 North Canon Drive, 2nd Floor, Beverly

Hills, CA 90210 ("Licensor"), and PARLUX FRAGRANCES, INC., a public Delaware

corporation with offices at 3725 S.W. 30th Avenue, Ft. Lauderdale, Fl. 33312

("Licensee") (together the "Parties").

W I T N E S S E T H :

WHEREAS, by way of a master license (the "Master License") from Ms.

Paris Hilton, an individual with a mailing address of c/o Ms. Wendy White, 250

North Canon Drive, 2nd Floor, Beverly Hills, CA 90210, to Licensor, Licensor has

the sole and exclusive rights to license the Licensed Mark (as hereinafter

defined) pursuant to the terms hereof; and,

WHEREAS, the Parties entered into a license agreement on May 19, 2004

in which Licensor granted Licensee the sole and exclusive rights to manufacture

and distribute fragrances and related products bearing the Licensed Mark( the

"Fragrance License"); and,

WHEREAS, Licensee is familiar with the business of manufacturing,

promoting and selling Articles (as hereinafter defined) and Licensee desires to

obtain from Licensor, the exclusive right and license to use the Licensed Mark

in the Territory (as hereinafter defined) for use on and in connection with the

manufacture, promotion, distribution and sale of Articles; and,

WHEREAS, Licensor is willing to grant the license pursuant to the terms

contained herein.

NOW, THEREFORE, in consideration of the premises and mutual agreements

contained herein, the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS

The following definitions shall apply:

A. TERRITORY. All countries of the world and all duty-free-shops,

ships, airplanes, military bases and diplomatic missions of every country of the

world, including the world-wide web.

B. ARTICLES. Men's and women's watches and other time pieces.

C. LICENSED MARK. The trademark PARIS HILTON and such other trademarks

as are, from time to time, agreed to by Licensor. Licensor has filed an

application to register the Licensed Mark for Articles: (i) in the United States

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Patent and Trademark Office on July 27, 2004, Serial No. 76/604,205; and, (ii)

in the 25 cooperating countries of Europe in a CTM application filed on October

4, 2004, Serial No. 4059631; and (iii) in Japan, Paris Hilotn word mark filed on

October 5, 2004 in International Classes 3 (perfume); 14 (watches and clocks)

and 25 (clothing); Application No. 2004-91278 in the name of Paris Hilton,

personally. The trademark examiner sent a priority action on December 9, 2004.

This letter did not mention any opposition by Genender Intl..

D. NET SALES. The sales price at which Licensee or any Subsidiary or

Affiliate (as hereinafter defined) bills its Non-Subsidiary or Affiliate

customers for Articles less: (i) all returns of damaged, defective or other

merchandise, uncollectible accounts, trade and cash discounts and allowances,

and taxes directly applicable to the sale of Articles (such as sales, use, value

added or similar taxes); (ii) all freight and shipping charges, insurance costs

and duties and other governmental charges paid by the Licensee to the extent

stated separately on any invoice; (iii) all receipts from the sale of

discontinued and close-out merchandise (which shall include only Articles sold

at a discount of 25% or more from the normal price charged to that specific

customer and then only to the extent that the aggregate gross sales thereof in

any contract year do not exceed fifteen percent (15%) of total gross sales);

and, (iv) all receipts from the sale of samples, displays, brochures,

gift-with-purchase and similar advertising and promotional materials and

packaging supplies. Notwithstanding the terms of sub-section (iii) above,

Licensee shall not be excused from paying royalties on the sales of the Articles

in which the Licensee receives a minimum gross margin of 25%, in which gross

margin is defined as sales price to the customer less Licensee's cost of goods

and shipping.

E. SUBSIDIARY. Any corporation or other entity which is 100% directly

or indirectly owned by Licensee.

F. AFFILIATE. Any corporation or other entity which is at least 50% owned by

Licensee.

ARTICLE 2

GRANT OF LICENSE RIGHTS

RIGHTS GRANTED. Upon the terms and conditions of this Agreement,

Licensor hereby grants to Licensee, during the term of this Agreement, the sole

and exclusive right and license to use the Licensed Mark in the Territory as a

trademark in connection with the manufacture, promotion, sale and distribution

solely of the Articles and on all packaging materials, containers and

promotional materials related to the Articles and in connection with the

publicity, sales and advertising of the Articles, including in newspapers,

magazines, radio, television, cinema and similar media presently existing or

that may exist in the future. Articles may be sold through the channels

customarily used to sell similar products of comparable prestige and quality in

the ordinary course of business as described in paragraph A of Article 7 below.

Licensor shall not, during any period this Agreement is in effect, grant any

rights to any third party in connection with the Articles for the Trademark or

any other trademark which includes PARIS HILTON or any derivative thereof.

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ARTICLE 3

EXCLUSIVITY OF LICENSE

Licensor will not grant any other license effective during the term of

this Agreement for the use of the Licensed Mark on or in connection with the

Articles in the Territory. Licensor and Ms. Paris Hilton may use or grant others

the right to use the Licensed Mark on or in connection with goods of all other

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types and descriptions (with the acknowledgement that Licensor has previously

granted a license to Licensee contained in Fragrance License) in the Territory.

Licensor acknowledges that Licensee may manufacture and/or distribute in parts

of the Territory goods similar to the Articles covered by this Agreement which

bear other trademarks. Licensor further acknowledges and consents to Licensee

obtaining other additional licenses for the manufacture and/or distribution of

other similar lines of goods during the term of this Agreement. Licensee will

not, during the term of this Agreement and thereafter, attack either Licensor's

title in and to the Licensed Mark or the validity of this License.

Notwithstanding the foregoing, Licensee acknowledges that Ms. Paris

Hilton has entered into an agreement with the company Guess?, Inc. to act as a

model and spokesperson for their products, some of which are watches, although

the Licensed Mark does not appear on any actual watches. Further, on July 28,

2004 Licensor entered into an agreement with Amazon.com LLC licensing Amazon.com

LLC to jointly create a line of at least 10 pieces of jewelry with Ms. Paris

Hilton bearing the Licensed Mark for sale on an online Paris Hilton Boutique to

be established by Amazon.com LLC. Amazon.com LLC was granted rights to operate

the online Paris Hilton Boutique for six months from the date of first launch

(August 28, 2004) after which at Amazon.com LLC's sole discretion, it may

continue to operate the online Paris Hilton Boutique for a longer period of

time. To date, the Licensed Mark has not been used by Amazon.com LLC on any

watches or time pieces, but only in connection with a 10-piece jewelry line.

Attached is an agreement that Amazon.com has executed that precludes them from

including watches (and other time pieces) from the Paris Hilton Boutique as of

March 1, 2005.

ARTICLE 4

TERM OF AGREEMENT

Subject to the rights of termination set forth in this Agreement, the

initial term of this Agreement shall be for five (5) years commencing on the

execution date above and terminating on June 30, 2010 (the "Initial Term").

Licensee shall have the option to renew this Agreement for an additional

five-year period as long as the Minimum Royalties (as hereinafter defined) for

the Initial Term have been fully paid. Licensee shall notify Licensor of its

intent to either renew or not renew no later than December 31, 2009. Each twelve

(12) month period commencing on each July 1 and ending on June 30 shall

constitute and be referred to herein as an "Annual Period." However, the initial

Annual Period shall commence on the execution date above and shall terminate on

June 30, 2006.

ARTICLE 5

CONFIDENTIALITY

The Parties acknowledge that all information relating to the business

and operations of Licensor and Licensee which they learn or have learned during

or prior to the term of this Agreement is confidential. The Parties acknowledge

the need to preserve the confidentiality and secrecy of such information and

agree that, both during the term of this Agreement and after the expiration or

termination hereof, they shall not use or disclose same, and shall take all

necessary steps to preserve in all respects such confidentiality and secrecy.

The provisions of this paragraph shall not apply with respect to any information

which has entered the public domain through no fault of Parties. The provisions

of this paragraph shall survive the expiration or termination of this Agreement.

<PAGE>

ARTICLE 6

DUTIES OF LICENSEE

A. Best Efforts. During the term of this Agreement, Licensee will use

its best efforts to exploit the rights herein granted throughout the Territory

and to sell the maximum quantity of Articles therein consistent with the high

standards and prestige represented by the Licensed Mark.

B. Design and Sample Making. Licensor shall not be responsible for the

production, design or sample making of the Articles and Licensee shall bear all

costs related thereto.

ARTICLE 7

QUALITY STANDARDS

A. Manufacture of Articles; Quality Control.

(i) The contents and workmanship of Articles shall be at all

times of the highest quality consistent with the reputation, image and prestige

of the Licensed Mark and Articles shall be distributed and sold with packaging

and sales promotion materials appropriate for such high quality Products. The

parties agree that the Articles shall be of such premium quality, prestige and

price similar to that of the Guess?, Fossil, and Jennifer Lopez watches as of

the date of this Agreement.

(ii) All Articles shall be manufactured, labeled, sold,

distributed and advertised in accordance with all applicable national, state

and local laws and regulations.

(iii) Licensee shall submit to Licensor for approval the

proposed watch designs, along with the proposed packaging and other material,

designs, sketches, colors, tags, containers and labels (the "Approval

Package") for Licensor's review, which approval shall not be unreasonably

withheld. In the event that Licensor does not respond to Licensee within 10

days of the receipt of any and all items within the scope of the Approval

Package, any such item shall be deemed approved.

(iv) During the term of this Agreement, upon Licensor's

request, Licensee shall submit, free of charge to Licensor, the then current

production samples of each Article marketed. Production samples submitted by

Licensee for this purpose may be retained by Licensor. Further, Licensee shall

provide Licensor with 100 samples of the various Articles being distributed

each year for Licensor to use for public relations and promotional purposes.

All Articles to be sold hereunder shall be at least equal in quality to the

Approval Package presented to Licensor. Licensor and its duly authorized

representatives shall have the right, upon reasonable advance notice and

during normal business hours, at Licensor's expense, to examine Articles in

the process of being manufactured.

B. Required Markings. Licensee shall cause to appear on all packaging

of Articles, (i) "the trademark, PARIS HILTON" is licensed to "Parlux

Fragrances, Inc."; and such additional legends, markings and notices complying

with the requirements of any law or regulation in the Territory and (ii) such

legends, markings and notices as Licensor, from time to time, may reasonably

request.

C. Distribution. In order to maintain the reputation, image and

prestige of the Licensed Mark, Licensee's normal distribution patterns shall

consist of those retail establishments whose location, merchandising and overall

operations are consistent with the products described in paragraph A (i) of

Article 7 above.

D. Sales Force. During the term of this Agreement, Licensee shall

maintain a non-exclusive sales force suitable to carry out the purpose of this

Agreement.

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ARTICLE 8

GUARANTEED MINIMUM ROYALTY

In consideration of both the license granted and the services to be

performed by Ms. Paris Hilton hereunder, Licensee shall pay to Licensor an

annual Guaranteed Minimum Royalty as follows:

ANNUAL PERIOD GUARANTEED MINIMUM ROYALTY

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

Year 1 (Execution date - 6/30/06) * (due upon execution hereof)

Year 2 (7/1/06 - 6/30/07) *

Year 3 (7/1/07 - 6/30/08) *

Year 4 (7/1/08 - 6/30/09) *

Year 5 (7/1/09 - 6/30/10) *

In the event that the Initial Term of this Agreement is extended for an

additional five-year term (July 1, 2010 - June 30, 2015, the "Extended Term")

the Guaranteed Minimum Royalty for each Annual Period of the Extended Term shall

be *.

The Guaranteed Minimum Royalty payable for each Annual Period shall be

paid to Licensor on a monthly basis in 12-equal installments on the first of

every month starting with the payment of the Guaranteed Minimum Royalty for Year

2 on July 1, 2006.

The Guaranteed Minimum Royalty for each Annual Period shall be credited

against the Sales Royalty for only the same Annual Period as provided in Article

9 below.

ARTICLE 9

SALES ROYALTY; WITHHOLDING TAXES; COMMISSION TO RICK HILTON

A. Licensee shall pay to Licensor a Sales Royalty on each Annual

Period's Net Sales of *. The Sales Royalty payable hereunder shall be accounted

for and paid on a quarterly basis within forty-five (45) days after the close of

the prior quarter's sales, along with the Guaranteed Minimum Royalty that may be

due. In other words, the actual Sales Royalty will be paid 45-days in arrears

computed on the basis of Net Sales during the quarter ending 45 days before the

period upon which royalties are being paid, with a credit for any Guaranteed

Minimum Royalty and Sales Royalty payments previously made to Licensor.

B. If applicable, Licensee shall compute any payment, on behalf of

Licensor, for all taxes (other than United States Federal, state or local income

taxes) which any governmental authority in the Territory may impose on Licensor

with respect to royalties paid by Licensee to Licensor. The amount of such taxes

shall be deducted from payments of royalties, provided that Licensor is entitled

under applicable law to credit the amount of such taxes against its United

States Federal Income Tax obligations. Licensee shall furnish Licensor with an

official receipt (together with a translation thereof if not in English)

promptly after each such payment of taxes. In the event such taxes are not paid

when due, all resulting penalties and interest shall be borne by Licensee.

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C. No payment of Sales Royalty for any Annual Period in excess of

payments of Guaranteed Minimum Royalty for the same Annual Period shall be

credited against the Guaranteed Minimum Royalty due to Licensor for any other

Annual Period.

D. Payment of the initial Guaranteed Minimum Royalty shall be as

follows:

(1) * to: "Rick Hilton". c/o Ms. Wendy White, 250 North Canon

Drive, 2nd Floor, Beverly Hills, CA 90210; and,

(2) * to: Paris Hilton Entertainment Inc. c/o Ms. Wendy

White, 250 North Canon Drive, 2nd Floor, Beverly Hills, CA

90210

E. All other Guaranteed Minimum Royalties and other Royalties shall be

paid as follows:

(1) 5% of amounts due to: "Rick Hilton" c/o Ms. Wendy White,

250 North Canon Drive, 2nd Floor, Beverly Hills, CA 90210;

and,

(2) 95% of amounts due to: Paris Hilton Entertainment Inc. c/o

Ms. Wendy White, 250 North Canon Drive, 2nd Floor, Beverly

Hills, CA 90210.

F. In addition to the Sales Royalty and Guaranteed Minimum Royalties

that Licensee is obligated to pay pursuant to the terms hereof, Licensee shall

further pay Mr. Rick Hilton, a commission for negotiating this Agreement of * of

the actual Sales Royalty and Guaranteed Minimum Royalty (paid to Licensor and

Rick Hilton) throughout the term of this Agreement and any extensions thereof.

This * commission shall be paid to Rick Hilton at the time that the Sales

Royalty is due to Licensor. The * commission shall be paid on the initial

Guaranteed Minimum Royalty due upon execution hereof, so that Rick Hilton shall

received * (Guaranteed Minimum Royalty) + * (commission) upon execution hereof,

or * .

ARTICLE 10

ADVERTISING

Licensee agrees to spend in the United States for "consumer

advertising" (as defined below) * of Net Sales during each Annual Period.

For the other markets in the Territory, Licensee or its distributors

will jointly spend not less than * of Net sales in such markets during each

Annual Period.

"Consumer Advertising" shall be understood to include newspapers,

magazines, television, radio, billboards (including related artwork and

production charges for these five categories), retailer demonstration charges,

retailer's catalogues, gifts-with-purchase including the gift aspect of value

sets, direct mail, remittance envelopes, billing inserts , product samples,

pamphlets, free goods (including those to Licensor for events and other public

relation activities), window and counter displays (including testers, dummies,

counter cards and other visual aids), special events, contests, publicity and

promotions and cooperative advertising.

Licensor undertakes at Licensee's request to make Ms. Paris Hilton

("PH") available at reasonable intervals and for reasonable periods (which shall

involve a maximum of four (4) appearances during the first Annual Period and a

maximum of two (2) appearances each Annual Period thereafter) for promotional

tie-ins serving to associate PH with the Articles. Licensee shall also be

entitled to the use of PH's likeness for advertising and promotional purposes

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upon Licensor's approval first being obtained in each instance, which approval

shall not be unreasonably withheld or delayed. Licensor shall make every

reasonable effort, in light of PH's busy schedule, at the request of the

Licensee, to arrange for PH's cooperation for publicity photographs, launch

parties, personal appearances and radio and TV interviews (which shall be

included in PH's obligations of four (4) and two (2) appearances discussed

above). Licensee shall reimburse Licensor for the reasonable costs involved in

providing PH plus one other individual, selected by Licensor, plus her Mother

and Father if they wish to attend, with first-class travel, lodging, food and

other related expenses mutually agreed upon in advance of each appearance

attended by PH at Licensee's request. If PH fails to appear for a scheduled

Licensor approved event, Licensee will have the right to deduct up to $20,000 of

its non-refundable out of pocket expenses incurred in connection with each

specific event from the Sales Royalty. The failure to appear at a scheduled

event could have a material adverse effect on the Licensee's ability to market

the Articles.

ARTICLE 11

SALES STATEMENT; BOOKS AND RECORDS; AUDITS

A. Sales Statement. Licensee shall deliver to Licensor at the time each

Sales Royalty payment is due, a reasonably detailed report signed by a duly

authorized officer of Licensee indicating by quarter the Net Sales and a

computation of the amount of Sales Royalty payable hereunder for said period.

Such statement shall be furnished to Licensor whether or not any Articles have

been sold during the period of which such statement is due.

Licensee shall deliver to Licensor, not later than ninety (90) days

after the close of each Annual Period during the term of this Agreement (or

portion thereof in the event of prior termination for any r