ASSET PURCHASE AND SALE AGREEMENT

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

         THIS AGREEMENT, made and entered into as of the 27th day of February
2002, by and between Parlux Fragrances Inc., a Delaware corporation, having a
principal place of business at 3725 SW 30th Avenue, Ft. Lauderdale, Florida
33312 (hereinafter "Seller") and J.F.C. Marks, L.L.C., having a place of
business at 2182 Route 35 Holmdel, New Jersey 07733 (hereinafter " Buyer").

                                   WITNESSETH

         WHEREAS, Seller presently owns certain trademarks, trade names,
registrations and/ or applications for the Trademark (as that term is defined
below) Alexandra de Markoff, as well as certain Know-How (as that term is
defined below) and product information relating to cosmetic products which have
been sold under or associated with the Trademark;

         WHEREAS, Cosmetic Essence, Inc. and Seller entered into a License
Agreement (hereinafter "License Agreement") on March 3, 1998 which agreement was
assigned by Cosmetic Essence, Inc. to Adem Cosmetics, Inc. which is currently in
force; and

         WHEREAS, Buyer wishes to purchase from Seller and Seller wishes to sell
to Buyer the Trademarks and Know-How and to assume the Seller's rights and
obligations under the License Agreement now in existence between them.

         NOW THEREFORE, in consideration of the premises and mutual covenants
and agreements hereinafter set forth, the parties hereby covenant and agree as
follows:

1.       DEFINITIONS

         1.1      "Closing Date" shall mean the date on which the transactions
                  contemplated by this Agreement are consummated.

         1.2      "Conveyed Assets" shall mean the Know-How and Trademarks as
                  those terms are defined below. The conveyed assets shall also
                  include the License Agreement.

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         1.3      "Know-How" shall mean all technical information procedures,
                  processes , trade secrets, formulae for the perfume oil and
                  applicable production methods, practices, techniques, parts,
                  diagrams, drawings, specifications, blue prints, lists of
                  materials, production manuals and data relating to the design,
                  manufacture, production, inspection and testing of the
                  Products known by, available to or used or owned by Seller.
                  "Products" shall mean all products on which Seller or its
                  licensees have used the Trademarks.

         1.4      "Trade Marks" shall refer to those U.S. and foreign trade
                  marks, services marks, imprints, logos , trade dress and trade
                  names whether or not registered and all issued registrations,
                  pending applications as set forth on Schedule A relating to
                  the name "Alexandra de Markoff" and all other names designs
                  logos trademarks trade names and the like used on or in
                  connection with Products bearing the names as set forth on
                  that Schedule.

         1.5      "Territory" shall mean worldwide without exclusion.

2.       PURCHASE AND SALE

         2.1      Upon the terms and subject to the conditions of this
                  Agreement, and in reliance on the representations, warranties
                  and covenants set forth in this Agreement, Buyer agrees to
                  purchase for the purchase price set forth below on the Closing
                  Date the Conveyed Assets and Seller will sell, convey,
                  transfer, deliver and assign to Buyer, all rights, title and
                  interest in and to the Conveyed Assets. The sale, assignment,
                  conveyance, transfer, and delivery by Seller of the Conveyed
                  Assets shall be made at the Closing by a duly executed
                  Assignment and Assumption of License (including any royalties
                  or payments due thereunder accruing on or after January 1,
                  2002), Assignment for the Trademarks and Know-How, and a Bill
                  of Sale for all tangible forms or embodiments of the
                  Trademarks and Know-How, such Assignment of Trademarks, Bill
                  of Sale and Assignment and Assumption of License Agreement
                  shall be in the form annexed as Exhibits A and B, respectively
                  (the "Bill of Sale" and "Assignment") as well as any other
                  assignments, conveyances and bills of sale sufficient to
                  convey to Buyer good and marketable title to all the Conveyed
                  Assets free and clear of all mortgages, pledges, liens,
                  licenses, rights of possession, security interest,
                  restrictions, encumbrances, charges, title retention
                  conditionals sale or other security arrangements and all
                  claims or agreements of any nature whatsoever, (as well as
                  such other instruments of conveyance as Buyer may reasonably
                  deem necessary or desirable both at and after the Closing Date
                  to effect or evidence the transfers contemplated hereby).

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         2.2      The execution and delivery of this Agreement shall not be
                  deemed to confer any rights upon any person or entity other
                  than the parties hereto, or make any person or entity other
                  than the parties hereto, or make any person or entity a third
                  party beneficiary of this Agreement, or to obligate the
                  parties to any person or entity other than the parties to this
                  Agreement. This Agreement is intended by the parties to be an
                  agreement for the sale and purchase of Conveyed Assets; and
                  none of the provisions hereof shall be deemed to create any
                  obligation or liability on the part of Buyer to any person or
                  entity that is not a party to this Agreement, whether under a
                  third party beneficiary theory, successor liability theory, or
                  otherwise.

3.       CLOSING

         The Closing Date shall be as of the close of business on February 28th,
         2002 or such other date as the parties may agree (the "Closing Date").
         Conveyed Assets, all of which shall be transferred to Buyer, as
         provided for herein. In no event shall Buyer be required to proceed in
         accordance with the Agreement unless and until each and every condition
         precedent as set forth in the Agreement shall have been satisfied,
         waived or made a condition subsequent. If on March 8th, 2002 the
         parties have not satisfied all conditions precedent, then Buyer, may
         terminate this Agreement in the manner provided in Paragraph 15.

4.       DELIVERIES AT THE CLOSING

         4.1.     At the Closing, Buyer shall deliver the following:

                  (a) Three million eight thousand dollars ($3,008,000.00) in
         immediately available funds by wire transfer;

                  (b) certified copies of resolutions duly adopted by Buyer
         constituting all necessary corporate authorization for the consummation
         by Buyer of the transactions contemplated by this Agreement; and

                  (c) executed copies of the Assignment and Assumption of the
         License Agreement as set forth in Exhibit A

         4.2      At the Closing, Seller shall deliver the following:

                  (a) certified copies of resolutions duly adopted by Seller
         constituting all necessary corporate authorization for the consummation
         by Seller of the transactions contemplated by this Agreement;

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                  (b) the Assignment and Bill of Sale, duly executed by Seller
         in the form set forth in Exhibit B transferring title to the Conveyed
         Assets, duly executed by Seller, and whatever additional documents of
         title, such as invoices, endorsements, or other documents as Buyer may
         reasonably request;

                  (c) an assignment of any warranties for the Conveyed Assets
         being transferred hereunder;

                  (d) executed copies of the Assignment and Assumption of the
         License Agreement as set forth in Exhibit A;

                  (e) executed copies of the Assignment of Trademarks as set
         forth in Exhibit C;

                  (f) executed release of liens on the Trademarks;

                  (g) any other records, lists, or reports required hereunder or
         reasonably requested by Buyer which pertain to the Conveyed Assets
         being purchased hereunder; and

                  (h) documents, in a form reasonably satisfactory to Buyer
         confirming release of any and all liens, security interest,
         restrictions, claims and encumbrances of the Conveyed Assets as of the
         Closing Date.

5.       PURCHASE PRICE

         The purchase price (hereinafter " Purchase Price") to be paid for the
         conveyed Assets shall be U.S. $3,008,000.00. This sum shall be paid by
         Buyer in immediately available funds at the Closing.

6.       TAXES AND TRANSFER COSTS

         6.1      Any sales, transfer, documentary, or excise taxes applicable
                  to the transfer of any Assets from Seller to Buyer shall be
                  paid by Seller whenever due or assessed. Seller shall also
                  prepare and file whatever returns as may be required in
                  connection with any of the foregoing taxes. Seller shall also
                  make payment of all personal property, real property, ad
                  valorem, franchise, and similar taxes which are due and owing
                  on the Conveyed Assets up until the Closing Date.

         6.2      Buyer shall pay all fees incurred in transferring any
                  Trademark or other forms of intellectual property
                  registrations and or applications on the Conveyed Assets.

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7.       BROKERS AND FINDERS

         Each of the parties hereby represents and warrants to the other that it
         has not employed or dealt with any broker or finder in connection with
         this Agreement or the transactions contemplated hereby, and agrees to
         indemnify the other and hold it harmless from any and all liabilities
         (including, without limitation, reasonable attorneys' fees and
         disbursements paid or incurred in connection with any such liabilities)
         for any brokerage commissions or finders' fees in connection with this
         Agreement or the transactions contemplated hereby, insofar as such
         liabilities shall be based on the arrangements or agreements made by or
         on its behalf.

8.       SELLER'S OBLIGATIONS

         8.1      In advance of the Closing, Seller shall obtain whatever
                  releases are required to transfer the Conveyed Assets free and
                  clear of any and all liens, security interests, restrictions,
                  claims and encumbrances which all may subsist on the Conveyed
                  Assets so that the Conveyed Assets may be transferred to Buyer
                  on the Closing Date free and clear of all of the foregoing.

         8.2      Prior to the Closing Date, Seller shall afford Buyer, at
                  reasonable times and on reasonable notice, the opportunity to
                  make such inspections of Seller's records pertaining to the
                  Conveyed Assets being transferred, as Buyer shall deem
                  reasonably necessary.

         8.3      Following the Closing Date, Seller will discontinue any use of
                  the Trademarks or the Know-How and shall not authorize any
                  other person to so use the Trademarks or Know-How.

         8.4      From and after the Closing Date, Seller shall take such
                  actions and promptly execute and deliver to Buyer any and all
                  such further assignments, licenses, endorcements or other
                  documents as Buyer my request from time to time for purposes
                  of carrying out the transfer of the Conveyed Assets or
                  permitting Buyer to better enjoy or exploit or perfect its
                  interest or rights in the Conveyed Assets or assist Buyer in
                  maintaining its exclusive rights in and to the Conveyed Assets
                  or to permit Buyer to more fully exploit its rights in the
                  Trademarks or Know How.

9.       BULK TRANSFERS

         Seller represents that the transfer of Conveyed Assets is not covered
         by the provisions of the Bulk Transfer Law of the UCC, or any similar
         statute and agrees to indemnify Buyer for any and all claims, losses,
         damages, judgments, together with penalties, expenses and reasonable
         attorney's fees suffered as a result of said non-compliance.

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10.      SELLER'S INDEMNIFICATION

         Seller hereby agrees to indemnify and hold Buyer, its officers,
         directors, employees and agents harmless from and against all claims,
         demands, losses, costs, damages, liabilities, judgments (including
         penalties and interest), suits, causes of action and expenses,
         including reasonable attorney's fees and cost of investigation arising
         from the violation, breach, or failure of any of its covenants or
         obligations hereunder or any representation or warranty made by Seller
         in this Agreement or which arise out of or are in any way related to
         the Conveyed Assets or the transfer thereof by Seller to Buyer. Buyer
         shall give prompt notice to Seller of any of the foregoing; and at
         Seller's election, Seller may defend any such action through counsel
         reasonably satisfactory to Buyer.

11.      BUYER'S INDEMNIFICATION

         Buyer hereby agrees to indemnify and hold Seller, its officers,
         directors, employees and agents harmless from and against all claims,
         demands, losses, costs, expenses, judgments, penalties, interest,
         damages, liabilities, suits, causes of action and expenses, including
         reasonable attorney's fees and cost of investigation and experts
         arising from the violation of any representation or warranty made by
         Buyer in this Agreement or failure of Buyer to perform its obligations
         hereunder or Buyer's use of the Conveyed Assets following the Closing
         Date, provided that the facts and circumstances which gave rise to the
         action did not occur prior to the Closing Date or result from Seller's
         acts or prior ownership of the Conveyed Assets. Seller shall give
         prompt notice to Buyer of any of the foregoing, and at Buyer's election
         will defend such action through counsel reasonably acceptable to
         Seller.

12.      SELLER'S REPRESENTATIONS

         Seller hereby makes the following representations and warranties:

                  (a). Seller is a duly organized, validly existing corporation
         and in good standing under the law of its state of incorporation with
         full power and authority to own the Conveyed Assets being transferred
         hereunder, to execute and deliver this Agreement, and to carry out the
         transactions contemplated hereby.

                  (b). All necessary action, corporate or otherwise, has been
         taken by Seller to authorize the execution, delivery and performance of
         this Agreement and the Agreements set forth in the Exhibits hereto, and
         the same are valid and binding obligations of Seller in accordance with
         its terms.

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                  (c ) Seller has good and valid title to all of the Conveyed
         Assets to be transferred hereunder; that all said Conveyed Assets at
         the date of the applicable Closing, are free and clear of any and all
         mortgages, security interests, liens and encumbrances, that there are
         and to the best of Seller's knowledge will be no legal, administrative
         or other proceedings, investigations, inquiries, claims, judgments,
         injunctions or restrictions either threatened, pending or outstanding
         against or related to Seller with respect to said Conveyed Assets, or
         which would have the tendency to interfere with Seller's performance
         hereunder, and that Seller does not know or have reasonable grounds to
         know of any basis for any such proceedings, investigations, inquiries,
         claims, judgments, injunctions or restrictions.

                  (d) All issued registrations for the Trademarks and Know How
         as presented on their respective schedules are current and valid and
         that Seller has made timely application for such and has timely filed
         all renewals and or extensions and to the best of Seller's knowledge
         there is no basis for challenging the validity of any of such
         registrations.

                  (e) Other than the License Agreement, Seller has not entered
         into any contract, agreement, understanding or commitment that in any
         way relates to or cover the Conveyed Assets.

                  (f) All representations and warranties made by Seller in this
         Agreement and in the Exhibits and schedules there to and the
         statements, lists and other information required to be submitted in
         connection with this transaction shall be true and complete as of the
         date when made and as of the Closing Date as though such
         representations and warranties were made as of the Closing Date.

                  (g) No representation or warranty made by Seller contains any
         untrue statement of a material fact or omits to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which they were made, false or misleading.

                  (h) Seller is not engaged in or a party to or to the best of
         Seller's knowledge threatened with any legal action, suit,
         investigation or other proceeding related to or arising in connection
         with the Conveyed Assets and Seller knows of no sustainable basis for
         any such action, investigation or proceeding; and there are no
         outstanding orders, rulings, decrees, judgments or stipulations related
         to or arising in connection with the Conveyed Assets to which Seller is
         a part or by which Seller or the Conveyed Assets are bound by or with
         any court, arbitrator or administrative agency. Seller is not in
         default in the payment of any taxes, including without limitation
         property, sales, franchise, use and other similar taxes that are due
         and payable and any assessments received in respect thereof, in each
         case which could result in the imposition of any material lien or

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<PAGE>

         charge upon any of the Conveyed Assets, provided however that for the
         purposes of the Seller's indemnification obligations under Paragraph 10
         hereof with respect to a breach of the representations contained in
         this Section such representations shall be deemed to be made without
         the references to "materially" contained herein.

                  (i) Seller has the right and authority and has obtained all
         approvals required to convey the Conveyed Assets in accordance with the
         terms of this Agreement.

                  (j) Seller shall never (in any trademark class) use or file to
         use the name "Alexandra de Markoff" or any variation thereof, including
         any existing or abandoned mark associated at any time with the
         Alexandra de Markoff brand.

13.      BUYER'S REPRESENTATIONS

         Buyer hereby makes the following representations and warranties:

                  (a) Buyer is a New Jersey corporation authorized to own or
         lease its properties and to conduct its business in the manner and in
         the places where such properties are owned or leased or such business
         is conducted by it.

                  (b )All necessary action has been taken by Buyer to authorize
         the execution, delivery and performance of this Agreement, and this
         Agreement is a valid and binding obligation of Buyer in accordance with
         its terms.

                  (c) All representations and warranties made by Buyer shall be
         true and complete as of the date when made and as of the Closing Date
         as though such representations and warranties were made as of the
         Closing Date.

14.      CONDITIONS PRECEDENT

         The obligations of Buyer and Seller to consummate this Agreement and
         the transactions contemplated hereby are subject to the fulfillment
         prior to or at the Closing Date of the following conditions precedent:

                  A. All of the duties and covenants to be performed by Seller
         and Buyer, respectively, at or prior to the Closing Date shall have
         been duly and timely performed.

                  B. There shall not have been received by either party hereto
         any notice of the commencement of any legal or administrative
         proceeding questioning the validity of this Agreement or seeking to
         enjoin, prohibit or delay or otherwise necessarily having the effect of
         preventing, the consummation of the transactions contemplated by this
         Agreement or the realization of the benefits intended thereby or there
         shall otherwise be lodged against Seller any investigation, inquiry,
         claim, injunction, action, cause, or restriction of any nature or sort,
         which may impede this transaction.

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                  C. That each and every representation, acknowledgment and
         warranty made in this Agreement by Seller or Buyer shall be true and
         correct on the Closing Date.

                  D. That if third party approval is requested for Seller's
         performance, this shall be a condition precedent.

15.      TERMINATION

                  A. At any time prior to the Closing Date, this Agreement may
         be terminated (i) by mutual consent of Buyer and Seller with the
         approval of their respective Boards of Directors, or (ii) by either
         Buyer or Seller if there has been a material misrepresentation, breach
         of any obligation or representation or warranty or breach of covenant
         by the other party in its representations, warranties, obligations, and
         covenants set forth herein. If this Agreement shall be terminated as
         provided in the preceding sentence, all obligations of either Buyer or
         Seller, as the case may be, to proceed as provided in this Agreement
         shall terminate without liability of the non-breaching party to the
         other solely by reason of such termination, and the License Agreement
         shall remain in full force and effect.

                  B. The right of either Buyer or Seller to terminate this
         Agreement as provided above is not an exclusive remedy, but is in
         addition to and may be exercised in addition to and in combination with
         all other rights and remedies available to Buyer and Seller under law
         or equity in the event of breach or default of this Agreement.

16.      EXPENSES

                  A. Except as indicated otherwise herein, Buyer and Seller
         shall bear their own fees and expenses regarding the completion of the
         transaction as contemplated herein.

                  B. In the event either Buyer or Seller institutes suit or is
         required to defend an action instituted by the other party, based upon
         or arising out of a breach of this Agreement or a representation or
         warranty made by the other party or misrepresentation, the prevailing
         party in such lawsuit shall be entitled to reasonable attorney's fees
         and costs as may be fixed by a court of proper jurisdiction.

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17.      CONSTRUCTION

         This Agreement shall be governed and construed in accordance with the
         laws of the State of New Jersey applicable to agreements made in such
         state between residents thereof and to be wholly performed therein. The
         parties hereto hereby irrevocably submit to the exclusive jurisdiction
         of any Federal or State Court sitting in the State of New Jersey in any
         action or proceeding arising out of or relating to this Agreement. The
         parties hereby waive any defenses which they may have in respect to the
         selection of the forum.

18.      WAIVER

         Seller and Buyer shall have the right to waive in writing any
         requirement or undertaking of the other party contained herein. Any
         waiver or a breach of any term or condition of this Agreement shall not
         operate as a waiver of any other breach of such term or condition or of
         any other term or condition, nor shall any failure to enforce any
         provision hereof operate as a waiver of such provisions or of any other
         provision hereof.

19.      SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNITIES

         The representations and warranties made by Buyer and Seller shall
         survive the Closing Date.

20.      COUNTERPARTS

         This Agreement may be executed simultaneously in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument. This
         Agreement and the agreements appended hereto or executed in connection
         with this Agreement may be signed and transmitted by facsimile, and any
         copy with a facsimile signature will be deemed a valid signature hereto
         or thereto and shall be deemed binding on the parties as if it were an
         original signature.

21.      ENTIRE AGREEMENT

         This Agreement, including the lists, schedules, and other Agreements
         and assignments required to be entered hereunder, and all other
         agreements entered into by the parties simultaneously herewith sets
         forth the entire agreement and understanding of the parties hereto in
         respect of the subject matter contained herein, and supersedes all
         prior agreements, covenants, arrangements, communications,
         representations or warranties, whether oral or written, by any officer,
         employee or representative of either party hereto. There are no
         restrictions, representations, warranties, covenants or undertakings
         other than those expressly set forth or referred to herein. In the
         event of a conflict of the terms of this Agreement and any other
         agreement between the parties or in the License Agreement, the term of
         this Agreement shall prevail.

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22.      AMENDMENT

         This Agreement may not be altered, amended or modified in any respect,
         except by written instrument executed by and between the parties hereto
         and there shall be no waiver of any term, condition, obligation, or
         undertaking provided herein, except in writing signed by the party
         granting the waiver.

23.      NOTICES

         Any and all notices, requests, consents and other communications
         required hereunder shall be in writing sent by registered or certified
         mail, return receipt requested or by overnight courier, addressed as
         follows or at such other address as either party may designate to the
         other from time to time in writing:

                  TO THE SELLER:

                  Mr. Ilia Lekach
                  Chairman & Chief Executive Officer
                  3725 S.W. 30th Avenue
                  Fort Lauderdale, FL  33312
                  Facsimile:  954-316-8155

                  TO THE BUYER:

                  John F. Croddick PO Box 419, Route 79 Morganville, New Jersey
                  07751 With a copy to:

                  W. Lane Miller, Esq.
                  1203 Route 9 South
                  Woodbridge, New Jersey 07095
                  Facsimile:  732-855-9898

24.      FURTHER ASSURANCES

         From time to time, at the Buyer's request, whether at or after the
         Closing and without further consideration, the Seller at its expense
         will execute and deliver such further instruments of conveyance and
         transfer and take such other action as the Buyer reasonably may require

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         more effectively to convey and transfer to the Buyer title to any of
         the Conveyed Assets, and will assist the Buyer in the collection or
         reduction to possession of such property.

25.      CONSTRUCTION

         The Article and Section headings of this Agreement are for the
         convenience of the parties and shall not govern the construction or
         interpretation of this Agreement or any of its counterparts.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.

                                    SELLER

                                    Parlux Fragrances, Inc.

                                    By: /s/ Ilia Lekach
                                        --------------------------------------
                                        Mr. Ilia Lekach

                                        Chairman and Chief Executive Officer


                                    BUYER

                                    J.F.C. Marks, L.L.C.

                                    By: /s/ John F. Croddick
                                        --------------------------------------
                                        John F. Croddick, Manager


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<PAGE>




                    AGREEMENT BETWEEN PARLUX FRAGRANCES, INC.
                            AND J.F.C. MARKS, L.L.C.
                          dated as of February 27, 2002



                                List of Exhibits
                                ----------------

                  Exhibit A - Assignment and Assumption of License

                  Exhibit B - Bill of Sale

                  Exhibit C - Assignment of Trademarks and Know-How

                  Schedule A - List of Marks


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Source: OneCLE Business Contracts.