OF THE FIRST PART,

BNP PARIBAS, a Corporation with capital of €1,849,296,660, with headquarters in PARIS (75009), 16^th, on Boulevard des Italiens, registered under No. 662 042 449 - RCS Paris - with CE FR identifier No. 76662042449, represented by their agents:

INTER PARFUMS Company,

a Corporation with capital of €32,239,086.00, with headquarters in PARIS (75008), 4 Rond-point des Champs Elysées, registered under No. 350 219 382 - RCS Paris, represented by Mr. Philippe BENACIN, in his capacity as President of the Board of Directors and General Director and who hereinafter shall be referred to within the body of this instrument under the generic term “the Borrower” unless he is expressly referred to by his name.

That it is a de jure corporation (a corporation which has been regularly created in compliance with all legal requirements), that its authority is empowered to conclude this contract and fulfill all the obligations resulting thereof and applying to the corporation, and in particular that its signature, and if applicable, the signature of guarantee instruments, were duly authorized on the requisite legal and/or statutory forms;

That obligations arising from these presents, and if necessary from related collateral deposits, shall in no way conflict with any other obligation, any other contractual provision, regulation or any other thing which may be applicable to it or which might be binding:

That the financial documents given to the Bank for the requirements of these presents are correct; that they were established according to the generally accepted accounting procedures used in France and that they reflect a faithful representation of its assets, of its liabilities and income statement for each financial year;

That since the closing date of its last financial year, no event has occurred, in particular of a legal, financial or commercial nature likely to have a significant unfavorable effect on its activity, its net worth, its economic situation or its profitability and that was not made available of the Bank before the conclusion of these presents;

That there is no ongoing administrative instance, process or procedure, or to its knowledge, none which is about to take place in its opposition that would prevent or prohibit the signature or the execution of these presents or which could have a significant unfavorable effect on its activity, its assets or its financial standing;

That its assets are validly insured for a value at least equal to the value of reconstruction and/or of replacement by a nearby Insurance Company that is manifestly solvent;

That there is no fact or event likely to constitute any of the cases of current liability mentioned hereafter and agreed to;

That it is up to date in its payments due to its employees, the tax authorities, the social security fund and family benefits.

Remit to the Bank, from their establishment and at the latest within a maximum of three months from the close by the Board of Directors of each financial year, certified copies, from its Regular Statutory Auditors, of its annual balance sheets, income statement as well as all applicable documents required by the law, accompanied by the auditors' reports;

Remit to the Bank, at the latest within three months from the close of each financial year, a copy of its income tax form certified by its management;

Inform the Bank within a maximum of fifteen (15) calendar days from the administrative event, of all changes of a legal nature relating to it, as well as of any event likely to decrease the economic or legal value of the guarantees which it has given or could give to the Bank, or that might seriously affect its ability to repay the Loan;

Inform the Bank of all projects relating to a significant change in shareholders, which might translate directly as a loss to Mr. Jean MADAR and Mr. Philippe BENACIN, of the management of the company, as defined by the meaning of the provisions set forth in Article L.233-3 of the Commercial Code;

Immediately inform the Bank of all acts, events or circumstances that are likely to constitute any of the cases mentioned hereafter under the Article "Compulsory Prepayment";

Dispose of, mortgage, give in pledge, lease, give in whole or in part, the value of its worth as real estate to a third party;

Dispose of, give as collateral security, give away by management all funds from the business and the material upon which it depends, this prohibition involves new material of the type upon which the business depends, which may be given as collateral security in the terms of the Articles L-525.1 and those following, of the New Commercial Code;

Contract any debts, the possible accumulated amounts of which together with its current loans, are likely to exceed its ability to repay;

Do anything which may depreciate the value of any goods given in pledge, if applicable, that will change their nature or their purpose nor shall they be rented out; However, in the event the Bank gives authorization to lease, the Borrower is forbidden to agree to any receipt or transfer of rental payment not due, unless dealing with prepaid rents, according to usage, by charging for the last three or six months of possession;

Observe the financial ratios as defined in the article “Financial Ratios”; under penalty of the application of the provisions of the Article “Compulsory Prepayment”.

That the ratio of its Consolidated Financial Debt on the Joint Net Capital (Consolidated) Report must remain at or below 1;

That the ratio of its Consolidated Financial Debt on the Consolidated Ability to Self-Finance Report must remain at or below 3;

"Ability to Self-Finance": means the sum of the following items: RESULT (line HN of the fiscal year income statement of the) + REGULATED PROVISIONS (TS - TT table 7 of the tax return form) + DEPRECIATION ALLOWANCE (line GA of the fiscal year income statement)  + 70% of RENT/LEASE payments made during the fiscal year (line HP + HQ of the income statement) ;

"Financial Debt (Consolidated)": shall be equal to the sum of the repayable advances, of loans and sundry debts plus pledges from the Balance Sheet related to leasing and released securities, as defined in the final Balance Sheet (Consolidated) of the Financial year certified by Client for the close of the financial year on 12/31/2005;

"Joint Net Capital (Consolidated)": equal to the sum of the Client's capital, premiums (of issuance, amalgamation or contribution), of reserves (legal, statutory, regulated, conventional or other), fluctuations in exchange rates, minority interest/shares and the income statement from the financial year, defined in the as defined in the Client's Balance Sheet (Consolidated) certified by the client from the close of the financial year on 12/31/2005;

To not grant any securities, guarantees or charges to third parties guaranteed by an asset, on the chart of accounts, without making the Bank pari passu in equal rank. Nevertheless, the present clause is not applicable for guarantees or securities that the Borrower grants to cover financing in the acquisition of an asset thenceforth they shall act exclusively on the asset in question and only guarantee the financing of said asset;

To immediately notify the Bank in writing, of all commitments “to do” or “to refrain from”, entering into or having entered into a contract with any Credit Institution and whose non-fulfillment or violation might result as a consequence in a lapse in the compulsory repayment of the obligation of the Loan for which this commitment has been entered into, and would be beneficial to the Bank, in the event where the commitment that had been entered into, that is to say, the same commitment (which had not already have been collected under these presents), that is to say, rights or satisfactory equivalent advantages;

To immediately notify the Bank and in writing, of the execution by any creditor, in particular, any Financial or Credit Institution, any revocation in terms or all cases of Compulsory Prepayment relating to any Loan, credit, or any other financial assistance, granted to the Client since this action would have as a consequence calling into question any commitment of the Borrower under these presents.

First, the current value, calculated at the reinvestment rate defined below, of the amount of the repayment terms (capital and interests) which would have produced the early prepayment capital on the basis of the initial fixed nominal rate over the term period remaining;

And, secondly, the amount of capital repaid early.

In the case of non-payment on the due date of any amount that has become due and payable;

In the case of seriously reprehensible behavior by the Borrower, as in the case where its situation would prove irremediably compromised in the sense of article L.313-12 of the Monetary and Financial Code;

In the event that any of the declarations made by the Borrower under the terms of these presents or in any written affidavit made by a representative of the Borrower as required by these presents, are revealed to have been inaccurate at the moment when it was made or reiterated, or ceases to be accurate at an important point, thenceforth that declaration has constituted, at the moment of the conclusion of these presents, a factor that would have caused the Bank to not grant the Loan;

In the event of a merger, split, friendly liquidation or dissolution of the Borrower;

In the event of cessation of the Borrower’s enterprise within the framework of an amiable or collective procedure;

In the event of any change in the legal arrangement of the Borrower or of his Corporation, or transfer of its registered office out of Metropolitan France, if this transformation involves a substantial reduction in the responsibility of its management;

In the event that interest and commissions on the Loan become liable to taxation or to any tax which they are not currently liable for, unless the Borrower discharges this fiscal burden, so that the Bank headquarters will not be held responsible for this expense;

In the absence of payment by the Borrower of an important sum that is not disputed by the Borrower, and in particular its contributions, taxes, social security and other corporate obligations and which would be likely to generate obviously detrimental consequences on their ability to repay the loan in a timely fashion;

In the event of any significant change in the nature, ability or of the net worth of the Borrower, such as changes in the legal, financial, industrial or commercial structure, if that change is likely to seriously affect the Borrower’s ability to repay the Loan;

In the event that the Borrower infringes, falsely declares, or does not fulfill any other obligation which is incumbent upon the Borrower in the terms of this instrument, that all guarantee instruments or any that may exist in the future, that would be the continuation or consequence, such as in the event of non-fulfillment by the Borrower of all obligations that may compromise the legal validity or financial value of any security deposit or guarantee constituted under the terms of these presents or by a separate instrument.

As concerns the Borrower: INTER PARFUMS Company

As concerns the Bank: BNP PARIBAS

To the subcontractors who would carry out on behalf of the Bank certain material tasks and technical tasks related to these presents (a list of subcontractors is available at the address above);

To any sub-participating credit institution as are refinancing organizations which might intervene in this operation, as to their direct representatives to which these organizations might be likely to have recourse, in particular for follow-up and cashing out of the debt which is the object of these presents.

For the Bank - HAUSSMANN ELYSEES ENTREPRISES BUSINESS CENTER, with address in the 8^th District of Paris, 73 Haussmann Boulevard;

by the Borrower, in his registered office indicated below.