Parlux Fragrances PRER14A Preliminary revised proxy

PRELIMINARY — SUBJECT TO COMPLETION
DATED — JANUARY 25, 2007

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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PARLUX FRAGRANCES, INC.

Frank A. Buttacavoli

Esther Egozi Choukroun

Glenn Gopman

Ilia Lekach

David Stone

Jaya Kader Zebede

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	PRELIMINARY — SUBJECT TO COMPLETION DATED — JANUARY 25, 2007

CONSENT REVOCATION STATEMENT

BY THE BOARD OF DIRECTORS OF PARLUX FRAGRANCES, INC.
IN OPPOSITION TO
A CONSENT SOLICITATION BY MR. GLENN H. NUSSDORF

This Consent Revocation Statement is furnished by the Board of Directors (the“Board”) of Parlux Fragrances, Inc., a Delaware corporation (the“Company” or“Parlux”), to the holders of outstanding shares of the Company’s Common Stock, par value $0.01 per share (the“Common Stock”), in connection with your Board’s opposition to the solicitation of written stockholder consents by Mr. Glenn H. Nussdorf (“Nussdorf”). Nussdorf seeks to remove the directors that you duly elected on October 13, 2006 and replace them with a slate of his handpicked nominees all but one of whom are his business associates, so that they can nominate him as the Chairman of the Board and the CEO of your Company.

Ilia Lekach, Frank A. Buttacavoli, Glenn Gopman, Esther Egozi Choukroun, David Stone and Jaya Kader Zebede are participants in this solicitation of written consent revocations from the Company’s stockholders (collectively, the “Participants,” and each, a “Participant”). Ilia Lekach is the Chairman of the Board and Chief Executive Officer of the Company. Frank A. Buttacavoli is the Executive Vice President, Chief Operating Officer, Chief Financial Officer and a director of the Company. Glenn Gopman, Esther Egozi Choukroun, David Stone and Jaya Kader Zebede are directors of the Company. Additional information about the Participants is set forth under the headings “Current Directors of Parlux Fragrances, Inc.,” “Securities Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” and “Annex I — Certain Information Regarding Participants in this Consent Revocation Solicitation.”

Your Board believes Nussdorf’s actions are not in the best interests of the Company’s shareholders. Consider the following:


	•	Nussdorf is attempting to take over your Company without paying you any control premium for your shares. Nussdorf is not a professional shareholder activist; instead he is a major player in the fragrance industry. Should he gain control of Parlux, we believe that Nussdorf and his nominees will be in a position to undertake initiatives that will benefit him and his affiliates notwithstanding the fiduciary duties which will impose on them certain legal obligations to act in the best interests of all Parlux stockholders. If unrevoked consents representing a majority of shares of our outstanding Common Stock are delivered to us within 60 days after the earliest-dated consent is delivered, the entire Board that you elected will be replaced by Nussdorf and his handpicked nominees, effectively giving Nussdorf, a CEO of the Company’s competitor, control of your Company. While this may be in Nussdorf’s self-interest, we believe that it is not in the best interest of the Company’s stockholders.

	•	All but one of Nussdorf’s handpicked nominees are business associates of his. In light of this, notwithstanding the fiduciary duties which will impose on them certain legal obligations to act in the best interests of all Parlux shareholders, we question their ability to act independently of Nussdorf.

	•	For almost three months, Nussdorf has been saying that he is “exploring the possibility of making an acquisition proposal,” yet he is seeking to gain operating control of Parlux with only an approximate $12 million investment (approximately $5.4 million of which was borrowed). We believe that if Nussdorf intends to make a proposal to acquire Parlux, the interests of Parlux stockholders are best served if that proposal is considered by your current Board, a majority of whom are truly independent of Nussdorf, rather than Nussdorf’s own handpicked nominees. In contrast to previous acquisition proposals for Parlux


		involving Mr. Lekach in 2003 and 2006 where the Board formed a special committee of directors who were independent of Mr. Lekach, if Nussdorf is successful in replacing the Board it may not be feasible for the Board to create a special committee of independent directors, since all but one of Nussdorf’s nominees are his current or former business associates. Under Delaware law, the Board would be required to evaluate the independence of each director at the time of a transaction based on all the facts and circumstances, not just independence from the Company (which is the basis of the NASDAQ definition of independence). While it is theoretically possible to have a special committee of only one director, Delaware courts have made clear that such committees will be held to a very high standard.


	•	Nussdorf has a significantly greater economic interest in E Com Ventures, Inc. (NASDAQ: ECMV) (“ECMV”), the publicly-traded holding company for Perfumania, than he does in Parlux. Perfumania is a specialty retailer and a wholesale supplier to other retailers. Nussdorf and his brother Stephen Nussdorf currently own an aggregate 45% of ECMV. In November 2006, Nussdorf and his brother disclosed their intention to increase their ownership of ECMV to 80.90% of ECMV through a merger with Model Reorg, Inc., another entity owned by the Nussdorf family. It should be noted that Mr. Ilia Lekach, the Chairman, President and Chief Executive Officer of the Company, previously held the same positions concurrently at Parlux and ECMV when Parlux was a 16% shareholder of ECMV. In contrast to Nussdorf and his slate of nominees, all but one of whom are Nussdorf’s business associates, during the time period that Mr. Lekach split his time between Parlux and ECMV, a majority of Parlux’s and ECMV’s Boards of Directors were independent of Mr. Lekach. This will not be the case should Nussdorf’s proposed slate of nominees be elected to Parlux’s Board of Directors.


	•	Nussdorf is also the Chief Executive Officer of Quality King Distributors, Inc. (“QKD”), a private company that distributes pharmaceuticals, health and beauty care products and fragrances to drug store and grocery chains, grocery distributors and wholesale clubs throughout the United States. QKD is wholly-owned by Nussdorf and his family and has extensive business relationships with ECMV and its subsidiaries. QKD is a direct competitor of Parlux in certain sectors of the fragrance market. In fact, according to ECMV’s own public filings, Parlux and QKD are its two largest suppliers, and since Nussdorf took control of ECMV in 2004, Parlux’s sales to ECMV have declined while QKD’s have increased.


	•	Perfumania purchases a large portion of its inventory from Parlux. According to ECMV’s most recent10-Q filed with the Securities Exchange Commission (the“Commission”), ECMV and Perfumania are dependent upon extended payment terms from Parlux for much of their liquidity during the year. We believe that if Nussdorf were to gain control of the Board, while still subject to fiduciary duties which will impose a legal obligation on Nussdorf and his nominees to act in the best interests of all Parlux stockholders, it would be beneficial to Nussdorf’s other interests because the Company is a major source of liquidity to ECMV.

	•	Stockholders should be aware that with operating control of Parlux, Nussdorf and his affiliates will gain control of manufacturing and distribution of fragrance products, while also having a significant interest in Perfumania, one of Parlux’s largest customers.

For these reasons and others, as more thoroughly described in the enclosed document, we believe that your current Board is better positioned than Nussdorf’s handpicked nominees to maximize long-term shareholder value.

This Consent Revocation Statement and the enclosedBLUEConsent Revocation Card are first being mailed to stockholders on or about January , 2007.

Your Board urges younot to sign any white consent card sent to you by Nussdorf but instead to sign and return theBLUE Consent Revocation Card included with these materials.

If you have previously signed and returned the white consent card, you have every right to change your mind and revoke your consent. Whether or not you have signed the white consent card, we urge you to mark the“YES, REVOKE MY CONSENT” boxes on the enclosedBLUEConsent Revocation Card and to sign, date and mail the card in the postage-paid envelope provided. Although submitting a consent revocation will not have any legal effect if you have not previously submitted a consent card, it will help us keep track of the progress of the consent revocation process. Regardless of the number of shares you own, your consent revocation is important.Please act today.

If your shares are held in “street name,” only your broker or your banker can vote your shares. Please contact the person responsible for your account and instruct him or her to submit aBLUEConsent Revocation Card on your behalf today.

In accordance with Delaware law, on January 8, 2007, the Board set January 17, 2007 as the record date (the“Record Date”) for the determination of the Company’s stockholders who are entitled to execute, withhold or revoke consents relating to Nussdorf’s consent solicitation. Only holders of record as of the close of business on the Record Date may execute, withhold or revoke consents with respect to Nussdorf’s consent solicitation.

WE URGE YOU TO DISCARD ANY WHITE CONSENT CARDS
THAT YOU RECEIVE FROM GLENN H. NUSSDORF

If you have any questions, please call MacKenzie Partners at the phone numbers

listed below.

105 Madison Avenue

New York, NY 10016

proxy@mackenziepartners.com

(212) 929-5500 (call collect) or 1-(800)322-2885

iii

TABLE OF CONTENTS


	Page

FORWARD-LOOKING STATEMENTS		1
DESCRIPTION OF THE NUSSDORF CONSENT SOLICITATION		1
REASONS TO REJECT NUSSDORF’S CONSENT SOLICITATION PROPOSALS		1
BACKGROUND OF THE CONSENT REVOCATION SOLICITATION		3
QUESTIONS AND ANSWERS ABOUT THIS CONSENT REVOCATION SOLICITATION		4
THE CONSENT PROCEDURE		6
Voting Securities and Record Date		6
Effectiveness of Consents		6
Effect of BLUE Consent Revocation Card		6
Results of Consent Revocation Statement		7
SOLICITATION OF REVOCATIONS		7
Cost and Method		7
Participants in the Company’s Solicitation		8
CHANGE OF CONTROL SEVERANCE PAYMENTS		8
PROFESSIONAL ADVISORS		8
APPRAISAL RIGHTS		8
LEGAL PROCEEDINGS		8
CORPORATE GOVERNANCE		9
CURRENT DIRECTORS OF PARLUX FRAGRANCES, INC		9
Certain Relationships and Related Transactions		11
Meetings and Committees of the Board of Directors		12
Communications to the Board of Directors		13
Section 16(a) Beneficial Ownership Reporting Compliance		13
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		14
EXECUTIVE COMPENSATION		15
Directors’ Compensation		16
Employment Agreements		16
Employee Stock Option Plan 2000		18
Compensation Deductible under Section 162(m) of the Internal Revenue Code		18
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION		19
STOCK PRICE PERFORMANCE GRAPH		20
COMPANY’S INDEPENDENT AUDITORS		20
PROPOSALS OF STOCKHOLDERS		21
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		22
IMPORTANT		22
CONSENT REVOCATION SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PARLUX FRAGRANCES, INC		i
Annex I: Certain Information Regarding Participants in this Consent Revocation Solicitation		II-1
Consent Revocation Solicited on Behalf of the Board of Directors of Parlux Fragrances, Inc.

FORWARD-LOOKING STATEMENTS

This Consent Revocation Statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934(“Exchange Act”), as amended, regarding, among other things, our plans, strategies and prospects, both business and financial. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Parlux or its industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, future trends in sales and Parlux’s ability to introduce new products in a cost-effective manner, general economic conditions and continued compliance with the covenants in our credit facility. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Parlux undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

DESCRIPTION OF THE NUSSDORF CONSENT SOLICITATION

As set forth in its definitive consent solicitation materials filed with the Commission, Nussdorf is asking you to vote on the following proposals:

1. To remove without cause the members currently serving on your Board of Directors, who were duly elected at the 2006 Annual Meeting of Stockholders on October 13, 2006; and

2. To elect the following individuals, who have been selected by Nussdorf, to serve as directors of the Company: Glenn H. Nussdorf, Michael Katz, Joshua Angel, Anthony D’Agostino, Neil Katz and Robert Mitzman.

REASONS TO REJECT NUSSDORF’S CONSENT SOLICITATION PROPOSALS

The two proposals made by Nussdorf are designed to enable Nussdorf, through his handpicked nominees, to seize control ofyour Company and its Board, without paying you any control premium for your shares. Nussdorf is not a professional shareholder activist; instead he is a major player in the fragrance industry. Should he gain control, we believe that Nussdorf and his nominees will be in a position to undertake initiatives that will benefit him and his affiliates notwithstanding the fiduciary duties which will impose on them certain legal obligations to act in the best interests of all Parlux stockholders. While this may be in Nussdorf’s self-interest, we believe that it is not in the best interests of the Company’s stockholders.

Stockholders are urged to consider the following points carefully:


1.	Nussdorf is attempting to take over your Company without paying any control premium.


	•	For almost three months, Nussdorf has been saying that he is “exploring the possibility of making an acquisition proposal,” yet he is seeking to gain operating control of Parlux with only an approximate $12 million investment (approximately $5.4 million of which was borrowed).


	•	In May 2003, Nussdorf, his family members and Mr. Lekach sought to acquire Parlux in a transaction valued at approximately $40 million. However, after considerable due diligence and gaining important knowledge regarding Parlux’s operations, Nussdorf was unable to secure the necessary financing.

	•	We believe that if Nussdorf intends to make a proposal to acquire Parlux, the interests of Parlux stockholders are best served if that proposal is considered by your current Board of Directors, a majority of whom are truly independent of Nussdorf, rather than his own handpicked nominees. In contrast to previous acquisition proposals for Parlux involving Mr. Lekach in 2003 and 2006 where the Board formed a special committee of directors who were independent of Mr. Lekach, if Nussdorf is successful in replacing the Board it may not be


		feasible for the Board to create a special committee of independent directors since all but one of Nussdorf’s nominees are his current or former business associates. Under Delaware law, the Board would be required to evaluate the independence of each director at the time of a transaction based on all the facts and circumstances, not just independence from the Company (which is the basis of the NASDAQ definition of independence). While it is theoretically possible to have a special committee of only one director, Delaware courts have made clear that such committees will be held to a very high standard.


2.	All but one of Nussdorf’s handpicked nominees are business associates of his.


	•	One of the primary reasons cited in Nussdorf’s preliminary consent solicitation materials as a reason behind this attempt to take over Parlux is “a lack of Board oversight of senior management”. Yet, Nussdorf has disclosed that his handpicked nominees intend to appoint him as Chairman of the Board and CEO of Parlux. Nussdorf’s own SEC filings show that all but one of his nominees are business associates of Nussdorf or his affiliates. In light of this, notwithstanding the fiduciary duties which will impose on them certain legal obligations to act in the best interests of all Parlux shareholders, we question their ability to act independently of Nussdorf.


3.	Nussdorf’s time and wealth are invested in entities whose interests are not necessarily aligned with those of Parlux and its stockholders.


	•	Nussdorf and his brother Stephen Nussdorf currently own an aggregate 45% of E Com Ventures, Inc. (NASDAQ: ECMV), the publicly-traded holding company for Perfumania. Perfumania is a specialty retailer and a wholesale supplier to other retailers. In November 2006, Nussdorf and his brother disclosed their intention to increase their ownership of ECMV to 80.90% of ECMV through the merger with Model Reorg, Inc., another entity owned by the Nussdorf family. It should be noted that Mr. Ilia Lekach, the Chairman, President and Chief Executive Officer of the Company, previously held the same positions concurrently at Parlux and ECMV when Parlux was a 16% shareholder of ECMV. In contrast to Nussdorf and his slate of nominees, all but one of whom are Nussdorf’s business associates, during the time period that Mr. Lekach split his time between Parlux and ECMV, a majority of Parlux’s and ECMV’s Boards of Directors were independent of Mr. Lekach. This will not be the case should Nussdorf’s proposed slate of nominees be elected to Parlux’s Board of Directors.


	•	Nussdorf is the Chief Executive Officer of QKD, a private company that distributes pharmaceuticals, health and beauty care products and fragrances to drug store and grocery chains, grocery distributors and wholesale clubs throughout the United States. QKD is wholly-owned by Nussdorf and his family and has extensive business relationships with ECMV and its subsidiaries. QKD is a direct competitor of Parlux in certain sectors of the fragrance market. In fact, according to ECMV’s own public filings, Parlux and QKD are its two largest suppliers, and since Nussdorf took control of ECMV in 2004, Parlux’s sales to ECMV have declined while QKD’s have increased.


4.	Should Nussdorf gain control of Parlux, he will be in a position to provide his other business ventures with a competitive advantage over other Parlux customers.


	•	Stockholders should be aware that with operating control of Parlux, Nussdorf and his affiliates will gain control of manufacturing and distribution of fragrance products, while also having a significant interest in Perfumania, one of Parlux’s largest customers.

	•	Nussdorf has a significantly greater economic interest in ECMV and Perfumania than he does in Parlux. Furthermore, Nussdorf is attempting to consolidate his economic interest in ECMV. Based on the gray market nature of QKD’s business and discussions with our present licensors, we also believe that, our present licensors may not be willing to renew their licenses to Parlux if Nussdorf is running the Company.

	•	Perfumania purchases a large portion of its inventory from Parlux. According to ECMV’s most recent10-Q filed with the Commission,ECMV and Perfumania are dependent upon extended payment terms from Parlux for much of their liquidity during the year. We believe that if Nussdorf were to gain control of the Board, while still subject to fiduciary duties which will impose a legal obligation on Nussdorf and


		his nominees to act in the best interests of all Parlux stockholders, it would be beneficial to Nussdorf’s other interests because the Company is a major source of liquidity to ECMV.


5.	Parlux is committed to enhancing value for all stockholders.


	•	Your Board and management are confident that we have the right strategy in place to create long-term value for all Parlux stockholders. Parlux has generated an approximate 29% and 55% compound annual return to stockholders, over the last three and four year periods, respectively, ending December 31, 2006. We are optimistic about our core portfolio’s growth prospects. Additionally, through our stock buy-back programs, we have continuously returned value to our stockholders. The Company estimates that the recent sale of the Perry Ellis brand for approximately $63 million in cash will result in an after-tax profit of approximately $21 million. In addition, the cash flow therefrom has enabled the Company to repay all outstanding amounts due under its line of credit thereby eliminating interest costs at the present time. Additionally, the Company has consolidated its warehouse facilities resulting in anticipated increased operating efficiencies.

	•	Our continued commitment to enhancing stockholder value is reflected in the Board’s recent decision to adopt another common stock buy-back program of up to ten million shares, subject to price and other limitations. Over the course of the last ten years, the Company has authorized and successfully completed numerous common stock buy-back programs, totaling more than 50% of its outstanding shares. We continue to believe the repurchase of our stock represents a compelling investment opportunity and is a prudent use of our capital.

The Board of Directors of the Company strongly believes that the solicitation being undertaken by Nussdorf is not in the best interests of the Company’s stockholders.

We urge stockholders toreject the solicitation and revoke any consent previously submitted.

Do not delay. In order to ensure that the existing Board is able to act in your best interests, please mark, sign, date and return the enclosed BLUE Consent Revocation Card as promptly as possible.

BACKGROUND OF THE CONSENT REVOCATION SOLICITATION

On May 19, 2003, Mr. Lekach and QKD, a corporation owned by Nussdorf, submitted a proposal to the Company to acquire all of the outstanding shares of the Company’s Common Stock, pursuant to a tender offer, at a price of $2.00 per share in cash (as adjusted for a subsequent stock split). The offer was at a premium of approximately 60% to the closing price of the Company’s common stock at such time and Mr. Lekach believed that such an offer would benefit all stockholders of Parlux. At a special Board of Directors meeting held on May 22, 2003, an independent committee of the Board was appointed to consider and negotiate the proposed transaction. The independent committee was in the process of engaging legal counsel and investment banking advice to assist in the matter when the proposal was withdrawn. The proposal was contingent on the approval of the Board and the approval of QKD’s lenders. QKD failed to obtain financing and the approval of its lenders to support its proposal and withdrew its proposal on June 12, 2003.

On June 14, 2006, PF Acquisition of Florida LLC (“PFA”), of which Mr. Lekach is the principal, sent a letter to the Board pertaining to the possible acquisition of all of the outstanding Common Stock of the Company at a proposed price of $14.50 per share in cash (as adjusted for a subsequent stock split), representing a premium of 55% over the closing price of the Common Stock of the Company on June 13, 2006. The special committee of independent directors responded to the offer by stating that the special committee did not believe it prudent for Parlux to move forward in considering the transaction in light of the significant financial and other contingencies it contained. Further, the special committee questioned the propriety of a proposed break up fee. The special committee engaged legal counsel, and was interviewing fairness experts and financial advisors when such offer was withdrawn by Mr. Lekach on July 12, 2006.

On August 31, 2006, Nussdorf sent a letter to the Board requesting that it approve purchases of the Company’s Common Stock by Nussdorf and his brother in excess of fifteen percent (15%) in the aggregate of the Company’s outstanding shares of Common Stock for purposes of Section 203 of the Delaware General Corporation Law. On

September 5, 2006, the Board granted such approval. The Board believed that open market purchases of Company shares benefited all Company stockholders and had also anticipated that an acquisition proposal at a premium might be forthcoming from Nussdorf.

On September 7, 2006, Nussdorf and his mother filed a Schedule 13D with the Commission reporting that Nussdorf may seek to influence or serve on the Board or designate nominees for election to the Board. On September 26, 2006, Nussdorf sent a letter to the Board notifying them of his objections to the proposed sale by the Company of its Perry Ellis fragrance rights to Victory International (USA) LLC. On October 17, 2006, Nussdorf and his mother filed an amendment to their Schedule 13D disclosing that Nussdorf was exploring the possibility of making an acquisition proposal to acquire the Company. On November 21, 2006, Nussdorf sent a letter to the Board announcing his intention to commence a consent solicitation to replace all the members of the Board. In the same letter, Nussdorf also wrote that he was considering making an acquisition proposal for the Company. On December 22, 2006, Nussdorf filed a preliminary consent solicitation statement on Schedule 14A with the SEC seeking to replace the entire Board with his slate of directors.

On January 4, 2007, the Board met to discuss Nussdorf’s consent solicitation, unrelated litigation matters, the forensic audit and the common stock buy-back program. At that meeting, the Board determined to go forward with its own solicitation in opposition to Nussdorf. The Board approved a common stock buy-back program of up to 10,000,000 shares of the Company’s Common Stock. The Board determined that the common stock buy-back program would not commence until after the Record Date so as to not have an improper impact on Nussdorf’s consent solicitation. The Company anticipates purchasing stock from time to time subject to approval from its lenders and market conditions. Shares repurchased pursuant to the buy-back program will still be considered outstanding for purposes of Nussdorf’s consent solicitation. The holder of any shares outstanding as of January 17, 2007, the record date, regardless of whether those shares are repurchased pursuant to the buy-back, will still be entitled to participate in the solicitation, and those shares will be considered outstanding for purposes of determining whether Nussdorf has obtained the necessary majority to elect his nominees. It is possible that a record holder, who no longer owns Parlux shares, may be less concerned with the outcome of the consent solicitation, and therefore less likely to vote. The Company expects to effect repurchases via market transactions, and will fund the repurchases from cash on hand, however, it may also fund purchases from drawings under its revolving credit facility. While the consent solicitation is on-going, the Company does not intend to enter into any privately negotiated block purchases of the shares. As of January 25, 2007, the Company has repurchased 284,455 shares at an average purchase price of $5.96 per share.

On January 8, 2007, the Board held a meeting to set the record date of January 17, 2007 in connection with Nussdorf’s proposed consent solicitation.

On January 10, 2007, Nussdorf sent another letter to the Board objecting to the Common Stock buy-back program.

On January 11, 2007, Mr. Lekach, on behalf of the Company’s Board of Directors, sent a letter to Nussdorf noting that according to Nussdorf’s SEC filings, for almost three months he has been “exploring the possibility of making an acquisition proposal for Parlux” and inviting him to submit a bona fide acquisition proposal to the Board of Directors of Parlux. The Board believes that the interests of all Parlux stockholders are best served if Nussdorf’s proposal is considered by Parlux’s duly-elected independent Board.

On January 16, 2007, Nussdorf sent a letter declining the Board’s invitation to make a bona fide acquisition proposal. In his letter, Nussdorf claimed that it was not the right time to make a bona fide acquisition proposal because of Parlux’s delay in its financial reporting pending completion of an internal investigation and the resulting hearing in front of the Nasdaq with respect to a potential delisting. Although unrelated to the Board’s request that Nussdorf make a bona fide acquisition proposal, in his letter, Nussdorf also took issue with certain of the Company’s pre-existing severance arrangements.

On January 19, 2007, Nussdorf filed the definitive consent solicitation statement on Schedule 14A with the SEC.

On January 23, 2007, the Company filed suit in the United States District Court for the Southern District of New York against QKD, Model Reorg, Inc., Glenn Nussdorf, Michael Katz, Joshua Angel, Anthony D’Agostino, Neil Katz, and Robert Mitzman based on alleged violations of federal antitrust and securities laws. Please see “Legal Proceedings” on page 8 for a more detailed description of the Company’s complaint.

QUESTIONS AND ANSWERS ABOUT THIS CONSENT REVOCATION SOLICITATION


Q:		Who is making this solicitation?

A:		Your Board of Directors.

Q:		What are you asking me to do?

A:		You are being asked to revoke any consent that you may have previously delivered in favor of the two proposals described in Nussdorf’s consent solicitation statement and, by doing so, preserve your current Board of Directors, which will continue to act in your best interests.

Q:		If I have already delivered a consent to Nussdorf, is it too late for me to change my mind?

A:		No. Until the requisite number of duly executed, unrevoked consents is delivered to the Company in accordance with Delaware law and the Company’s organizational documents, the consents will not be effective. At any time prior to the consents becoming effective, you have the right to revoke your consent by delivering aBLUEConsent Revocation Card, as discussed in the following question.

Q:		What is the effect of delivering a Consent Revocation Card?

A:		By marking the “YES, REVOKE MY CONSENT” boxes on the enclosedBLUE Consent Revocation Card and signing, dating and mailing the card in the postage-paid envelope provided, you will revoke any earlier dated consent that you may have delivered to Nussdorf. Even if you have not submitted a consent card, you may submit a consent revocation as described above. Although submitting a consent revocation will not have any legal effect if you have not previously submitted a consent card, it will help us keep track of the progress of the consent process, and we urge you to do so.

Q:		What should I do to revoke my consent?

A:		Mark the “YES, REVOKE MY CONSENT” boxes next to each proposal listed on theBLUEConsent Revocation Card. Then, sign,dateand return the enclosedBLUE Consent Revocation Cardtodayto MacKenzie Partners, Inc. in the envelope provided. It is important that youdatetheBLUEConsent Revocation Card when you sign it.

Q:		What happens if I do nothing?

A:		If you do not return any consent card sent to you by Nussdorf and you do not return the enclosedBLUEConsent Revocation Card, you will effectively be voting AGAINST Nussdorf’s proposal.

Q:		What happens if Nussdorf’s proposals pass?

A:		If unrevoked consents representing a majority of shares of our outstanding Common Stock are delivered to us within 60 days after the earliest-dated consent is delivered, the entire Board that you elected will be replaced by Nussdorf and his handpicked nominees, effectively giving Nussdorf, a CEO of the Company’s competitor, control of your Company.

Q:		What does the Board of Directors recommend?

A:		Your Board of Directors strongly believes that the solicitation being undertaken by Nussdorf is not in the best interests of the Company’s stockholders. Your Board of Directors unanimously opposes the solicitation by Nussdorf and urges stockholders to reject the solicitation and revoke any consent previously submitted.

Q:		Who is entitled to consent, withhold consent or revoke a previously given consent with respect to Nussdorf’s proposals?

A:		Only the stockholders of record of the Company’s Common Stock on January 17, 2007 (the “Record Date”) are entitled to consent, withhold consent or revoke a previously given consent with respect to Nussdorf’s proposals.

Q:		Who should I call if I have questions about the solicitation?

A:		Please call MacKenzie Partners, Inc. toll free at 1-(800)322-2885.

THE CONSENT PROCEDURE

Voting Securities and Record Date

In accordance with Delaware law and the Company’s organizational documents, the Board has set January 17, 2007 as the record date for the determination of stockholders who are entitled to execute, withhold, abstain or revoke consents relating to Nussdorf’s proposals. As of the Record Date, there were 18,430,332 shares of the Company’s Common Stock outstanding, each entitled to one consent per share.

Only stockholders of record as of the Record Date are eligible to execute, withhold, abstain and revoke consents in connection with Nussdorf’s proposals. Persons beneficially owning shares of the Company’s Common Stock (but not holders of record), such as persons whose ownership of the Company’s Common Stock is through a broker, bank or other financial institution, should contact such broker, bank or financial institution and instruct such person to execute theBLUEConsent Revocation Card on their behalf.

Effectiveness of Consents

Under Delaware law, unless otherwise provided in a corporation’s certificate of incorporation, stockholders may act without a meeting, without prior notice and without a vote, if consents in writing setting forth the action to be taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s certificate of incorporation does not prohibit stockholder action by written consent. Under Section 228 of the Delaware General Corporation Law, Nussdorf’s proposals will become effective if valid, unrevoked consents signed by the holders of a majority of the shares of the Company’s Common Stock outstanding as of the Record Date are delivered to the Company within 60 days of the earliest-dated consent being delivered to the Company.

Because Nussdorf’s proposals could become effective before the expiration of the60-day period, we urge you to act promptly to return theBLUEConsent Revocation Card.

Effect of BLUE Consent Revocation Card

A stockholder may revoke any previously signed consent by signing, dating and returning to the Company aBLUEConsent Revocation Card. Consents may also be revoked by delivery of a written revocation of your previously given consent to Nussdorf. Stockholders are urged, however, to deliver all consent revocations to MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016 (FacsimileNo. 212-929-0308). The Company requests that if a revocation is instead delivered to Nussdorf, a copy of the revocation also be delivered to the Company, c/o MacKenzie Partners, Inc., at the address or facsimile number set forth above, so that the Company will be aware of all revocations.

Unless you specify otherwise, by signing and delivering theBLUEConsent Revocation Card, you will be deemed to have revoked consent to all of Nussdorf’s proposals.

Any consent revocation may itself be revoked by marking, signing, dating and delivering a written revocation of your Consent Revocation Card to the Company or to Nussdorf or by delivering to Nussdorf a subsequently dated white consent card that Nussdorf sent to you.

If you have previously delivered a consent in response to Nussdorf’s consent solicitation, a vote to abstain now, would leave that previously delivered consent in effect. If you have not previously delivered a consent in response to Nussdorf’s consent solicitation, a vote to abstain now will have the same effect as a withholding of a vote.

If any shares of Common Stock that you owned on the Record Date were held for you in an account with a stock brokerage firm, bank nominee or other similar “street name” holder, you are not entitled to vote such shares directly, but rather must give instructions to the stock brokerage firm, bank nominee or other “street name” holder to grant or revoke consent for the shares of Common Stock held in your name. Accordingly, you should contact the

person responsible for your account and direct him or her to execute the enclosedBLUE Consent Revocation Card on your behalf. You are urged to confirm in writing your instructions to the person responsible for your account and provide a copy of those instructions to the Company, c/o MacKenzie Partners, Inc., at the address or facsimile number set forth above so that the Company will be aware of your instructions and can attempt to ensure such instructions are followed.

YOU HAVE THE RIGHT TO REVOKE ANY CONSENT YOU MAY HAVE PREVIOUSLY GIVEN TO NUSSDORF. TO DO SO, YOU NEED ONLY SIGN, DATE AND RETURN IN THE ENCLOSED POSTAGE PREPAID ENVELOPE THEBLUE CONSENT REVOCATION CARDACCOMPANYING THIS CONSENT REVOCATION STATEMENT. IF YOU DO NOT INDICATE A SPECIFIC VOTE ON THEBLUE CONSENT REVOCATION CARDWITH RESPECT TO ONE OR MORE OF NUSSDORF’S CONSENT PROPOSALS, THE CONSENT REVOCATION CARD WILL BE USED IN ACCORDANCE WITH THE BOARD’S RECOMMENDATION TO REVOKE ANY CONSENTS WITH RESPECT TO SUCH PROPOSALS.

The Company has retained MacKenzie Partners, Inc. to assist in communicating with stockholders in connection with Nussdorf’s consent solicitation and to assist in our efforts to obtain consent revocations. If you have any questions about how to complete or submit yourBLUE Consent Revocation Cardor any other questions, MacKenzie Partners, Inc. will be pleased to assist you. You may call MacKenzie Partners, Inc. toll-free at 1-(800)322-2885. You may also contact MacKenzie Partners, Inc. at212-929-5500.

You should carefully review this Consent Revocation Statement. YOUR TIMELY RESPONSE IS IMPORTANT. You are urged not to sign any white consent cards. Instead, reject the solicitation efforts of Nussdorf by promptly completing, signing, dating and mailing the enclosed BLUE Consent Revocation Card to MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016. Call Toll Free: 1-(800)322-2885 (FacsimileNo. 212-929-0308). Please be aware that if you sign a white card but do not check any of the boxes on the card, you will be deemed to have consented to all of Nussdorf’s proposals.

Results of Consent Revocation Statement

The Company will retain an independent inspector of elections in connection with Nussdorf’s solicitation. The Company intends to notify stockholders of the results of the consent solicitation by issuing a press release, which it will also file with the Commission as an exhibit to a Current Report onForm 8-K.

SOLICITATION OF REVOCATIONS

Cost and Method

The cost of the solicitation of revocations of consent will be borne by the Company. The Company estimates that the total expenditures relating to the Company’s current revocation solicitation (other than salaries and wages of officers and employees will be approximately $ , of which approximately $ has been incurred as of the date hereof. In addition to solicitation by mail, directors, officers and other employees of the Company may, without additional compensation, solicit revocations by mail, in person or by telephone or other forms of telecommunication.

This solicitation is being made by your Board of Directors. The Company has retained MacKenzie Partners, Inc. as proxy solicitors, at an estimated fee of $85,000, plus reasonableout-of-pocket expenses, to assist in the solicitation of revocations. The Company will reimburse brokerage houses, banks, custodians and other nominees and fiduciaries forout-of-pocket expenses incurred in forwarding the Company’s consent revocation materials to, and obtaining instructions relating to such materials from, beneficial owners of the Company’s Common Stock. MacKenzie Partners, Inc. has advised the Company that approximately 50 of its employees will be involved in the solicitation of revocations by MacKenzie Partners, Inc. on behalf of the Company. In addition, MacKenzie Partners, Inc. and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

The Company also has retained Joele Frank, Wilkinson Brimmer Katcher, as its public relations representative, at an estimated fee of $ , plus reasonableout-of-pocket expenses, to assist in the solicitation of revocations.

Joele Frank, Wilkinson Brimmer Katcher has advised the Company that approximately four of its employees will be involved in the solicitation of revocations on behalf of the Company. In addition, Joele Frank, Wilkinson Brimmer Katcher will be indemnified against certain liabilities arising out of any false statement made to them by the Company or in connection with the engagement.

Participants in the Company’s Solicitation

Under applicable regulations of the Commission, each director and certain executive officers of the Company are deemed a “participant” in the Company’s solicitation of revocations of consent. Please refer to the sections entitled “Securities Ownership of Certain Beneficial Owners and Management” and “Executive Compensation — Employment Agreements” and to Annex I, “Certain Information Regarding Participants in this Consent Revocation Solicitation”, for further information about each of our directors and officers who may be deemed a participant in the solicitation and for information about change of control payments that certain officers may receive. The non-executive directors will not receive any payments upon a change of control.

Mr. Lekach has issued a promissory note, guaranteed by his spouse, in the amount of $3,500,000 payable to Stephen Nussdorf. On September 25, 2006, Stephen Nussdorf sent Mr. Lekach a letter notifying him that he was in default of his payment obligations and accelerating the payment of the principal under the note. Stephen Nussdorf has since filed a lawsuit in the United States District Court for the Southern District of New York against Mr. Lekach and his spouse to recover the unpaid principal balance and accrued and unpaid interest under the note and the guaranty. This lawsuit was served on Mr. Lekach and his wife on December 11, 2006.

CHANGE OF CONTROL SEVERANCE PAYMENTS

If Nussdorf’s consent solicitation results in a change of control, the following executives and consultants will receive the following payments. Mr. Lekach would be entitled to a severance package of $2,408,333 and an award of 1,600,000 shares (valued at $7,751,375). Mr. Buttacavoli would be entitled to a severance package of $1,608,333 and an award of 720,000 shares (valued at $3,564,950). Mr. Fred Purches, a consultant to the Company, would be entitled to a severance package of $541,667, and Mr. Albert Vercillo, a consultant to the Company, would be entitled to a severance package of $500,000 and an award of 120,000 shares (valued at $597,900). The estimated value of doubling of the warrants was calculated using the closing price of the stock at January 23, 2007 ($6.01) and the strike price of the warrants (ranging from $0.93 to $1.21875 per share). The severance calculations were made using a severance date effective February 1, 2007.

PROFESSIONAL ADVISORS

The Company has retained Joele Frank, Wilkinson Brimmer Katcher as its public relations advisors in connection with the solicitation of revocations. The Company has agreed to pay customary compensation for such services and to reimburse Joele Frank, Wilkinson Brimmer Katcher for itsout-of-pocket expenses, and Joele Frank, Wilkinson Brimmer Katcher and certain related persons will be indemnified against certain liabilities relating to or arising out of the engagement.

APPRAISAL RIGHTS

Holders of shares of the Company’s Common Stock do not have appraisal rights under Delaware law in connection with this solicitation of revocations.

LEGAL PROCEEDINGS

On January 23, 2007, the Company filed suit in the United States District Court for the Southern District of New York against QKD, Model Reorg, Inc., Glenn Nussdorf, Michael Katz, Joshua Angel, Anthony D’Agostino, Neil Katz, and Robert Mitzman. In the suit, the Company alleges that Nussdorf’s consent solicitation to replace Parlux’s board of directors violates federal antitrust and securities laws, including Section 8 of the Clayton Act, which prohibits interlocking directorates amongst competitors. Parlux competes in the fragrance business with QKD, Model Reorg, Inc., and other affiliated companies owned and controlled by Nussdorf and his family (collectively, the “Nussdorf companies”). Parlux alleges that Nussdorf’s nominees to Parlux’s board are owners, directors, officers, employees, agents, or designees of one or more of the affiliated Nussdorf companies, and that election of Nussdorf’s nominees to Parlux’s board would result in multiple violations of Section 8 of the Clayton Act.

A preliminary injunction hearing before the Honorable P. Kevin Castel is currently scheduled for February 13, 2007. The purpose of the hearing will be to determine whether an order should be entered enjoining Nussdorf from, among other things, continuing his consent solicitation pending a trial on the merits of the action. Nussdorf has agreed that, between now and February 14, 2007, he will not deliver or take any action on any consents obtained during the consent solicitation. Nussdorf also has agreed that, between now and February 14, 2007, he will not disclose any interim tallies of consents received.

CORPORATE GOVERNANCE

The Company’s Board of Directors and management are dedicated to implementing standards to promote good corporate governance, including the following:


	•	Developing and formalizing corporate governance guidelines to reflect the Company’s commitment to best practices.


	•	The Company’s Code of Business Conduct and Ethics was formulated by the Board of Directors and approved by the entire Board. The Company’s Code of Business Conduct and Ethics was filed as an exhibit to the Company’s Annual Report on Form10-K for the fiscal year ended March 31, 2004 and is available on the Commission’s website at www.sec.gov or on the Company’s website at www.parlux.com.

	•	The Company’s Code of Ethics for Executive and Financial Officers was formulated by the Board of Directors and approved by the entire Board. The Company’s Code of Ethics for Executive and Financial Officers was filed as an exhibit to the Company’s Annual Report onForm 10-K for the fiscal year ended March 31, 2004 and is available on the Commission’s website at www.sec.gov or on the Company’s website at www.parlux.com.


	•	Reviewing the composition of the Board of Directors’ committees. The Audit Committee, the Nominating Committee and the Compensation Committee are comprised exclusively of independent directors.

CURRENT DIRECTORS OF PARLUX FRAGRANCES, INC.

The names of the current members of the Board of Directors and certain information about them are set forth below:


				Director or
				Executive Officer
Name	Age		Position	Since

Ilia Lekach		58	Chairman of the Board and Chief Executive Officer		1989
Frank A. Buttacavoli		51	Executive Vice President, Chief Operating Officer and Chief Financial Officer		1993
Glenn Gopman(1)		50	Independent Director		1995
Esther Egozi Choukroun(1)		44	Independent Director		2000
David Stone(1)		56	Independent Director		2002
Jaya Kader Zebede(2)		44	Independent Director		2002


	(1)	Member of the Audit Committee, Compensation Committee, Nominating Committee and Special Committee.

	(2)	Member of the Special Committee.

Each director holds office until the next annual meeting of stockholders or until his or her successor has been elected and qualified. Officers are appointed by and serve at the discretion of the Board of Directors.

Ilia Lekachis Chairman of the Board of Directors and Chief Executive Officer (“CEO”) of the Company. Mr. Lekach initially became a director of the Company in November 1987 and resigned in November 1988 due to a disagreement over the strategic direction of the Company. After an amicable resolution of this issue between the Company and its controlling shareholders, Mr. Lekach was re-elected to the Board of Directors in February 1989.

Mr. Lekach assumed the position of Chairman of the Board of the Company in November 1990 and CEO of the Company in December 1993 upon its relocation to South Florida.

Mr. Lekach was Chairman of the Board of Directors and CEO of Perfumania, a public company based in Miami, Florida, and a specialty retailer of fragrances with approximately 240 retail outlets in manufactures’ outlet malls and regional malls, until he resigned in April 1994 to take a more active role in the direction of the Company’s operations. In October 1998 due to the poor operational performance of Perfumania, Mr. Lekach reassumed the position of Chairman and CEO, and continued to hold this position in both companies. In February 2000, Perfumania became a wholly-owned subsidiary of ECMV, whereby Mr. Lekach relinquished his executive positions in Perfumania and became Chairman and CEO of ECMV, a position he held until he entered into an agreement to divest all but 5% of his ownership interest in ECMV in February 2004. During the time Mr. Lekach served as CEO of our Company and ECMV, he spent approximately 50% of his time on the affairs of each company.

Until March 2003, Mr. Lekach was also Chairman and interim CEO of Nimbus Group, Inc. (“NMC”), formerly known as TakeToAuction.com, Inc. (“TTA”), a public company previously committed to the development of a private jet air taxi network. TTA initially sold consumer products on online auction sites. NMC is now named Taylor Madison Corp. (“TMC”).

Frank A. Buttacavoli, a Certified Public Accountant, has been Vice President and Chief Financial Officer (“CFO”) of the Company since April 1993, and a director of the Company since March 1993. From July 1979 through June 1992, Mr. Buttacavoli was employed by Price Waterhouse, and was a Senior Manager from July 1987 to June 1992. From July 1992 through March 1993, he provided financial consulting services to the Company. In June 1996, Mr. Buttacavoli was promoted to Executive Vice President, and in October 1999, he assumed the additional responsibilities of Chief Operating Officer (“COO”).

Glenn Gopman, a Certified Public Accountant, has been an independent director of the Company since October 1995, and has served as Chairman of the Audit Committee since 2001, Chairman of the Special Committee of Independent Directors from 2003 to 2005, a member of the Compensation Committee since 1996, and a member of the Nominating Committee since it was formed during 2004. Since January 2003, Mr. Gopman has owned and operated an independent certified public accounting practice. Until December 2002, he was a partner in the public accounting firm of Rachlin Cohen & Holtz LLP. Prior to that, Mr. Gopman was a principal shareholder in the public accounting firm of Thaw, Gopman and Associates, P.A. He is a member of the American and Florida Institutes of Certified Public Accountants. Mr. Gopman is also an officer and director of two non-profit organizations: The Hebrew Free Loan Association of South Florida, Inc. and the International Association of Hebrew Free Loans. Mr. Gopman presently serves as a Miami-Dade County School Board appointee to the Citizens’ Oversight Committee on School Facilities Planning.

Esther Egozi Choukrounhas been an independent director of the Company since October 2000, and has served as a member of the Audit and Compensation Committees since that date, and on the Special Committee of Independent Directors since it was formed in 2003, serving as Chairman since June 2006, as well as Chairman of the Nominating Committee since it was formed in 2004. Since September 2002, Ms. Egozi Choukroun has been the Executive Vice President and Chief Financial Officer of PIX Group, a full service real estate company operating in Florida and Latin America since 1995. Ms. Egozi Choukroun was employed by Banque Nationale de Paris, Miami, from January 1984 through December 1996, and was Senior Vice President and Deputy General Manager from January 1988 through December 1996. From March 1997 through July 1999, she was Director of International Philanthropy at the Mount Sinai Medical Center Foundation, and through March 2002 was Executive Director of the Women’s International Zionist Organization for Florida. Ms. Egozi Choukroun is also the Treasurer of Sisterhood of Sephardic Congregation of Florida-Temple Moses and serves as President of La Gorce Island Association, Inc., the homeowners association for La Gorce Island in Miami Beach, Florida.

David Stonehas been an independent director of the Company since October 2002, and has served as a member of the Audit Committee since that date, the Special Committee of Independent Directors since it was formed in 2003, and the Nominating Committee since it was formed in 2004, as well as Chairman of the Compensation Committee since 2004. Mr. Stone has been in the telecommunications business since 1990 when he founded American Cellular Communications, Inc., which was subsequently sold to Cellstar, Inc., a division of Motorola, in 1997. In 1998, Mr. Stone founded America Internet Communications, L.L.C. (“AC”), a company involved in long distance communications via the internet. During 2000, AC entered into a partnership with the

Stanford Bank of Texas to further develop this technology. In 2005, Mr. Stone founded Superior Communications, LLC, a company dedicated to providing internet service (VOIP) for major Latin American telephone companies, such as Telefonica Spain, Cantv Venezuela, between Latin America and the United States.

Jaya Kader Zebedehas been an independent director of the Company since October 2002 and has served as a member of the Special Committee of Independent Directors since 2006. A member of the American Institute of Architects, Ms. Kader Zebede is a practicing architect in the State of Florida. After more than a decade of experience as Project Architect at Graham Gund Architects in Cambridge, Massachusetts, and later at Borelli & Associates in Miami, Florida, Ms. Kader Zebede started her own practice, K.Z. Architecture, in 2002. In addition, she was a principal as well as Project Manager for Atlantic Real Estate Development, L.L.C. from 2000 to 2002. Ms. Kader Zebede earned her Bachelor of Arts degree from Brandeis University in 1984 and her Masters degree in Architecture from the Harvard University Graduate School of Design in 1988. Ms. Kader Zebede participates in several volunteer organizations, serving on the Board of Directors at the Lehrman Community Day School in Miami Beach and as Vice-Chair of the Bay Harbor Islands Design Review Committee.

Certain Relationships and Related Transactions

The Company had net sales to Perfumania of $23,517,313, $35,330,772, and $31,964,407 during the fiscal years ended March 31, 2006, 2005 and 2004, respectively, and $2,789,104 and $6,198,381 during the three-month periods ended June 30, 2006 and 2005, respectively. Perfumania is a wholly-owned subsidiary of ECMV. Nussdorf and Mr. Stephen Nussdorf beneficially own an aggregate of approximately 45% of the shares of common stock of ECMV. Mr. Stephen Nussdorf is Chairman of the Board and a director of ECMV and Michael Katz is President, Chief Executive Officer and a director of ECMV. On November 10, 2006, Model made a proposal to the Board of Directors of ECMV whereby Model would be acquired by ECMV and all of Model’s outstanding common stock would be converted into 6,396,649 shares of ECMV common stock. Following this conversion, Nussdorf and Mr. Stephen Nussdorf would beneficially own an aggregate of approximately 80.90% of ECMV’s outstanding common stock.

Perfumania, a related party, is one of our largest customers, and transactions with them are monitored by our Audit Committee and Board of Directors. Perfumania offers us the opportunity to sell our products in approximately 240 retail outlets and the terms of our agreement with Perfumania take into consideration our over 15 year relationship. Pricing and terms with Perfumania reflect (a) the volume of Perfumania’s purchases, (b) a policy of no returns from Perfumania, (c) minimal spending for advertising and promotion, (d) exposure of our products provided in Perfumania’s store windows and (e) minimal distribution costs to fulfill Perfumania orders shipped directly to their distribution center. While our invoice terms to Perfumania are net ninety (90) days, for over ten years the Board of Directors has granted longer payment terms, taking into consideration the factors discussed above. Our Board of Directors evaluates the credit risk involved and imposes a specific dollar limit, which is determined based on Perfumania’s reported results and comparable store sales performance. Management monitors the account activity to ensure compliance with the Board of Directors’ limit.

Net trade accounts receivable owed by Perfumania to the Company totaled $8,506,303 and $8,566,939 at March 31, 2006 and 2005, respectively ($8,629,457 at June 30, 2006). Trade receivables from Perfumania are non-interest bearing and are paid in accordance with the terms established by the Board of Directors.

During the period from September 2003 through April 2006, at which time the relationship terminated, the Company sold Royal Copenhagen branded merchandise under a sub-licensing agreement for Five Star Fragrance, Inc., a wholly owned subsidiary of Model. Net purchases of Royal Copenhagen branded merchandise from Five Star Fragrance, Inc. were $927,288 which does not reflect a credit of $150,000 issued to the Company during 2006.

The Company had net sales of $46,939,431, $17,580,408, and $10,477,671 during the years ended March 31, 2006, 2005, and 2004, respectively ($6,338,784 and $8,216,889, during the three months ended June 30, 2006 and 2005, respectively), to fragrance distributors owned/operated by Messrs. Rachmil Lekach and Zalman Lekach, brothers of the Company’s Chairman/CEO. These sales are included as related party sales in the Company’s statements of income. As of March 31, 2006 and 2005, trade receivables from related parties include $6,344,309 and $13,154, respectively ($3,525,986 at June 30, 2006), from these customers, which were current in accordance with

their sixty (60) or ninety (90) day terms. The Company reimbursed these related party distributors for advertising and promotional expenses totaling approximately $1,153,000, $745,000 and $174,000 during the years ended March 31, 2006, 2005 and 2004, respectively (approximately $608,000 during the three months ended June 30, 2006).

During the years ended March 31, 2006 and 2005, respectively, the Company purchased $1,232,470 and $250,000 in television advertising on the “Adrenalina Show” ($386,807 during the three months ended June 30, 2006), which is broadcast in various U.S. markets and in Latin American countries. The Company’s Chairman/CEO has a controlling ownership interest in a company which has the production rights to the show and publishes certain magazines. During the three months ended June 30, 2006, the Company also purchased $16,575 of advertising space in these magazines.

Meetings and Committees of the Board of Directors

In fiscal year 2006, there were eight meetings of the Board of Directors, including regularly scheduled and special meetings. All of the directors, except Isaac Lekach, attended at least 75% of the meetings. Isaac Lekach resigned as a director in December 2006. It is Parlux’s policy for all members of the Board of Directors to attend annual meetings.

The Board of Directors has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating Committee, and the Special Committee of Independent Directors, all of which are composed of independent directors, as required by NASDAQ regulations. The Special Committee was originally formed during April 2003 to address the Tender Offer Proposal from QKD and Mr. Ilia Lekach, the Company’s Chairman and Chief Executive Officer, to acquire the Company’s Common Stock, which offer was subsequently withdrawn in June 2003. The Special Committee reconvened during June 2006, to address the proposal (previously disclosed in the Company’s June 14, 2006Form 8-K) from PF Acquisition of Florida LLC, which is presently owned by Mr. Lekach, to acquire all of the outstanding shares of Common Stock of the Company for $29.00 ($14.50 after a stock split) per share in cash. The special committee of independent directors engaged legal counsel, and was interviewing financial advisors when such offer was withdrawn by Mr. Lekach on July 12, 2006.

Audit Committee

Pursuant to its written charter, the Audit Committee recommends the appointment of a firm of independent registered public accountants to audit the Company’s financial statements, as well as reviews the scope, purpose and type of audit services to be performed by the external auditors, and the findings and recommendations thereof. In September 2004, the Board of Directors approved an Audit Committee charter that complies with new NASDAQ regulations. The Audit Committee is currently composed of Messrs. Gopman and Stone, and Ms. Egozi Choukroun, each of whom is independent, as defined in NASD Marketplace Rule 4200.

The Audit Committee held four meetings in fiscal year 2006. Mr. Gopman, a Certified Public Accountant and an Independent Director as defined in NASD Marketplace Rule 4200, serves as Chairman of the Audit Committee. The Board of Directors has determined that Mr. Gopman is an audit committee financial expert as defined in NASD Marketplace Rule 4350(d).

Compensation Committee

The duties of the Compensation Committee are to make recommendations to the Board of Directors concerning the salaries and bonuses of Company officers, and to advise and act for the Board of Directors on other compensation matters. The Compensation Committee is composed of Messrs. Stone and Gopman and Ms. Egozi Choukroun, all of whom are independent directors in compliance with NASDAQ regulations. The Compensation Committee held four meetings in fiscal year 2006 (see “Report of the Board of Directors on Executive Compensation” on page 19).

Nominating Committee

Pursuant to its written charter, the duties of the Nominating Committee are to identify, evaluate, and recommend qualified individuals to fill Board of Directors vacancies as they arise. Such qualifications include industry experience, fashion/artistic talentsand/or financial capabilities. Security holders may send communications to the Board of Directors by contacting the Company’s website,www.parlux.com, Investor Relations, or by writing to the Company Secretary, Parlux Fragrances, Inc. 3725 SW 30^th Avenue, Ft Lauderdale, FL 33312. Such communications are reviewed by the Company Secretary, who will forward them to the Board or to individual Board members, as necessary. Security holders may also suggest director candidates by submitting a written proposal, along with relevant qualification data, to the Nominating Committee at the above address. Recommended individuals are then presented in the Company’s Proxy Statement to be validated by the Company’s stockholders at each Annual Meeting. The Nominating Committee consists of Messrs. Stone and Gopman and Ms. Egozi Choukroun, all of whom are independent directors in accordance with NASDAQ regulations. The Nominating Committee did not have a meeting in fiscal 2006. The Nominating Committee charter is available on our website at www.parlux.com.

Special Committee of Independent Directors

The Special Committee does not have a formal written charter. To date, its responsibilities have been to evaluate, negotiate, and ultimately recommend approval or disapproval to the Board of Directors and the Stockholders, of offers made by non-independent members of the Board of Directors (or companies affiliated with such non-independent director) to acquire all of the Company’s Common Stock. The Committee consists of Ms. Esther Egozi Choukroun (Chairperson), Messrs. Gopman and Stone, and Ms. Kader Zebede. The Committee evaluated an offer from Mr. Lekach, the Chairman and CEO of the Company, made on June 14, 2006, which was disclosed in the Company’sForm 8-K filing of the same date. The Committee engaged legal counsel, and was interviewing fairness experts and financial advisors when such offer was withdrawn by Mr. Lekach on July 12, 2006.

Communications to the Board of Directors

Security holders may send communications to the Board of Directors by accessing the Investor Relations section of Company’s website,www.parlux.com, or by writing to the Company Secretary, Parlux Fragrances, Inc., 3725 SW 30th Avenue, Ft. Lauderdale, FL 33312. Such communications are reviewed by the Company Secretary, who will forward them to the Board or to individual Board members, as necessary.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of reports of ownership and changes in ownership of equity securities of the Company filed with the Commission, there were no unreported transactions during the fiscal year ended March 31, 2006 and all required filings were made in a timely manner.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of January 12, 2007 certain information with respect to the number of shares of Common Stock beneficially owned by (i) each director of the Company who beneficially owns Common Stock, (ii) the Company’s CEO and the other most highly compensated executive officers of the Company whose total salary and bonus exceeded $100,000 during fiscal 2006, (iii) all directors and executive officers of the Company as a group and (iv) based on information available to the Company and a review of statements filed with the SEC pursuant to Section 13(d) and 13(g) of the Exchange Act, each person or entity that beneficially owns (directly or together with affiliates) more than 5% of the Common Stock. The Company believes that each individual or entity named has sole investment and voting power with respect to shares of Common Stock indicated as beneficially owned by them, except as otherwise noted.


	Common Stock		Percentage
	Beneficially Owned(1)		Ownership(1)

Directors and Executive Officers:
Ilia Lekach(2)		2,908,360		14.5	%
Frank A. Buttacavoli(3)		870,000		4.5	%
Glenn Gopman(4)		94,000		*
Jaya Kader Zebede(5)		20,000		*
Esther Egozi Choukroun(6)		0
David Stone(7)		0
All Directors and Officers as a Group (6 Persons)		3,892,360		18.7	%
Other Principal Stockholders, based on the most recent filings available to the Company:
Glenn H. Nussdorf(8)		2,212,629		12.0	%
Lotsoff Capital Management(9)		1,801,324		9.77	%
LaGrange Capital Administration, LLC(10)		1,104,887		6.0	%
Whitebox Advisors, LLC(11)		1,009,054		5.5	%


*		Under one percent (1%).

(1)		Calculated pursuant toRule 13d-3 of the Exchange Act. UnderRule 13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. As of the Record Date, the Company had 18,430,332 shares of Common Stock outstanding.

(2)		Consists of (a) 900,000 shares owned jointly by Mr. Lekach and his wife, (b) 408,360 shares owned or controlled by Pacific Investment Group Inc., a corporation owned by Mr. Lekach, and (c) immediately exercisable warrants to purchase 1,600,000 shares of Common Stock. The address of Mr. Lekach is 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312.

(3)		Includes (a) immediately exercisable warrants to purchase 120,000 shares of Common Stock under his employment agreement, dated as of November 1, 1999, (b) immediately exercisable warrants to purchase 200,000 shares of Common Stock granted on June 8, 2001, and (c) immediately exercisable warrants to purchase 400,000 shares of Common Stock under his employment agreement, dated May 1, 2002. The address of Mr. Buttacavoli is 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312.

(4)		Includes immediately exercisable warrants to purchase 54,000 shares of Common Stock. The address of Mr. Gopman is 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312.

(5)		The address of Ms. Kader Zebede is 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312.

(6)		The address of Ms. Egozi Choukroun is 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312.

(7)		The address of Mr. Stone is 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312.


(8)		The address of Glenn H. Nussdorf is 2060 Ninth Avenue, Ronkonkoma, New York 11719.

(9)		The address of Lotsoff Capital Management is 20 North Clark Street, 34th Floor, Chicago, Illinois 60602.

(10)		The address of LaGrange Capital Administration, LLC is 1270 Avenue of the Americas, Suite 2200, New York, New York 10020

(11)		The address of Whitebox Advisors, LLC is 3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416.

Please refer to Annex I, “Certain Information Regarding Participants in this Consent Revocation Solicitation”, for additional information regarding our directors’ and officers’ ownership of the Company’s Common Stock.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation paid by the Company for services to the Company during the fiscal year ended March 31, 2006 and for the two prior fiscal years for (i) the Company’s Chief Executive Officer and (ii) the Company’s most highly compensated executive officers other than the Chief Executive Officer (collectively the “Named Executive Officers”) whose base compensation and bonus exceeded $100,000 during the fiscal year ended March 31, 2006.

TABLE I

SUMMARY COMPENSATION TABLE


									Long-Term Compensation Awards
			Annual Compensation						Restricted		Securities
							Other		Stock		Underlying		LTIP		All Other
			Salary		Bonus		Annual		Award(s)		Options/		Payouts		Compensation
Name and Principal Position	Year		($)		($)		Compensation ($)(1)		($)		SARs (#)		($)		($)(2)

Ilia Lekach;		2004		400,000		140,000		—		0		0		0		—
Chairman &CEO		2005		400,000		160,000		—		0		0		0		—
		2006		400,000		100,000		—		0		0		0		—
Frank A. Buttacavoli;		2004		285,000		99,750		—		0		0		0		—
Executive VP/COO/CFO		2005		285,000		114,000		—		0		0		0		—
		2006		285,000		71,250		—		0		0		0		—


(1)		No executive officer named in the table received any other compensation in an amount in excess of the lesser of either $50,000 or 10% of the total annual salary and bonus reported for him in the two preceding columns for the periods covered by this table.

(2)		All Other Compensation, which includes matching contributions made by us under our 401k plan and term life insurance and long-term disability insurance premiums paid by us did not exceed $10,000 for any named executive officer in any year.

TABLE II

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

The following table shows stock options exercised by each of the Named Executive Officers during fiscal 2006, including the aggregate value of gains on the date of exercise. In addition, this table includes the number of shares covered by both exercisable and non-exercisable stock options as of fiscal year-end, and the theoretical values for unexercised options, adjusted for the Stock Split.


	Number of Exercised
	Options at March 31,
	2006				Number of Unexercised				Value of Unexercised
	Shares				Options at March 31,				In-The-Money Options At
	Acquired On		Value		2006				March 31, 2006(1)
Name	Exercise		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable

Ilia Lekach		0	$	0		2,300,000		—	$	34,571,875		—
Frank A. Buttacavoli		0	$	0		720,000		—	$	10,847,750		—


(1)		Based on the difference between the closing market price on March 31, 2006 for Common Stock, which was $32.25 per share ($16.125 post-stock split), and the option exercise price. The above valuation may not reflect the actual value of unexercised options as the value of unexercised options will fluctuate with market activity.

Directors’ Compensation

For fiscal 2004, the Company compensated independent (non-employee/consultant) members of the Board of Directors for their activities as directors of the Company at an annual rate of $12,000 and awarded 10,000 options annually on the anniversary date of each director election, at the closing price on such day as reported by the NASDAQ National Market. Additionally, independent directors serving on the Audit Committee were compensated at the additional annual rate of $4,000, with the Chairman of the Audit Committee receiving $6,000 annually.

As of April 1, 2004 the annual base rate for director compensation for fiscal 2005 was increased from $12,000 to $18,000 for each director, and annual option grants were eliminated. Directors serving on the Audit Committee receive an additional $4,000 annually, with the Chairman receiving an additional $6,000; directors serving on the Compensation Committee receive an additional $2,000 annually, with the Chairman receiving an additional $3,000; and directors serving on the Nominating Committee receive an additional $2,000 annually, with the Chairman receiving an additional $3,000. Directors serving on the Special Committee of Independent Directors are only compensated when the Committee is called into session, and compensation is agreed by the Board of Directors on acase-by-case basis.

Employment Agreements

Ilia Lekach

On June 1, 2005, consistent with prior practice, the Company entered into an employment agreement with Mr. Lekach, which calls for an annual base salary of $400,000, for the period of June 1, 2005 through March 31, 2006 and for annual base salaries of $475,000, $525,000 and $600,000 for the periods commencing on April 1, 2006, 2007 and 2008 and ending on March 31, 2007, 2008 and 2009, respectively. Additionally, the Compensation Committee and the Board of Directors have in place an additional incentive program which provides for annual bonuses of up to 50% of base salary based on specific goals, such as the achievement of a specified sales level, a pre-tax income amount and desired year-end accounts receivable and inventory levels. Goals are established annually by the Compensation Committee. There were no warrants awarded with this agreement. In the event of a change in control of the Company, the agreement provides for the remaining monies due under the agreement and all unexercised warrants under previous agreements, to be doubled.

Prior to the agreement discussed above, Mr. Lekach had an employment agreement entered into as of May 1, 2002, which extended from May 1, 2002 through March 31, 2006 at an annual rate of $350,000 for the period of

May 1, 2002 through March 31, 2003 and $400,000 for each subsequent fiscal year covered by the agreement, and he received performance bonuses of $150,500, $140,000 and $160,000 for the fiscal years ended March 31, 2003, 2004, and 2005, respectively. The performance bonus for the fiscal year ended March 31, 2003, was calculated based upon the achievement of a specified sales level, a pre-tax income amount and a desired year-end inventory level. The pre-tax income amount and inventory criteria were achieved, while the sales level criteria was not. The performance bonus for the fiscal year ended March 31, 2004, was calculated based upon the three criteria for fiscal 2003, plus the addition of an accounts receivable level criteria. The pre-tax income criteria were exceeded, while the other criteria were not. The performance bonus for the fiscal year ended March 31, 2005 was calculated based on similar criteria as for fiscal 2004. The pre-tax income and sales criteria were met, while the other criteria were not. The performance bonus for fiscal year 2006 was calculated based on similar criteria to the above, and only the pre-tax income goals were achieved. There were 1,000,000 warrants granted with the May 1, 2002 agreement which are exercisable at the rate of 333,333 at the conclusion of each fiscal year ending March 31, 2004, 2005 and 2006. In the event of a change in control, the agreement provided for the remaining monies and warrants due under the agreement, and all unexercised warrants under previous agreements, to be doubled.

On March 16, 2004, Mr. Lekach exercised a warrant and acquired 840,000 shares of restricted Common Stock, which were registered in a prospectus dated April 26, 2004.

Frank A. Buttacavoli

On June 1, 2005, consistent with prior practice, the Company entered into an employment agreement with Mr. Buttacavoli, which provides for an annual base salary of $285,000 for the period of June 1, 2005 through March 31, 2006, and for an annual base salary of $325,000, $350,000 and $400,000 for the periods commencing April 1, 2006, 2007 and 2008, and ending on March 31, 2007, 2008 and 2009, respectively. Additionally, the Compensation Committee and the Board of Directors has in place an additional incentive program which provides for annual bonuses of up to 50% of base salary based on specific goals, such as the achievement of a specified sales level, a pre-tax income amount and desired year-end accounts receivable and inventory levels. Goals are established annually by the Compensation Committee. There were no warrants awarded with this agreement. In the event of a change in control, the agreement provides for the remaining monies due under the agreement, and all unexercised warrants under previous agreements, to be doubled.

Prior to the agreement discussed above, Mr. Buttacavoli had an employment agreement entered into as of May 1, 2002, which extended from May 1, 2002 through March 31, 2006 at an annual rate of $250,000 for the period May 1, 2002 through March 31, 2003 and $285,000 for each subsequent fiscal year covered by the agreement and he received performance bonuses of $107,500, $99,750 and $114,000 for the fiscal years ended March 31, 2003, 2004 and 2005, respectively. The performance bonus for the fiscal year ended March 31, 2003, was calculated based upon the achievement of a specified sales level, a pre-tax income amount and a desired year end inventory level. The pre-tax income amount and inventory criteria were achieved, while the sales level criteria was not. The performance bonus for the fiscal year ended March 31, 2004, was calculated based upon the three criteria for fiscal 2003, plus the addition of an end of year accounts receivable level criteria. The pre-tax income criteria were exceeded, while the other criteria were not. The performance bonus for the fiscal year ended March 31, 2005 was calculated based on similar criteria as for fiscal 2004. The pre-tax income and sales criteria were met, while the other criteria were not. The performance bonus for fiscal year 2006 was calculated based on similar criteria to the above, and only the pre-tax income goals were achieved. There were 400,000 warrants granted with the May 1, 2002 agreement, which were exercisable at the rate of 133,333 at the conclusion of each fiscal year ending March 31, 2004, 2005 and 2006. In the event of a change in control, the agreement provided for the remaining monies and warrants due under the agreement, and all unexercised warrants under previous agreements, to be doubled.

On March 31, 2004, Mr. Buttacavoli exercised a warrant and acquired 376,000 shares of restricted common stock, which shares were registered in a Prospectus dated April 26, 2004.

Employee Stock Option Plan 2000

The Parlux Fragrances, Inc. Employee Stock Option Plan — 2000 (the “2000 Stock Option Plan”) was adopted by the Board of Directors on June 7, 2000. Incentive stock options and non-qualified stock options are awarded under the 2000 Stock Option Plan for the purpose of enhancing the Company’s ability to attract, retain and motivate employees who are not executive officers or directors of the Company by providing such employees with an opportunity to acquire an equity interest in the Company. Employees of the Company who are not executive officers or directors of the Company are eligible to receive awards under the 2000 Stock Option Plan (collectively, the “Participants”). The Board or a committee designated by the Board will determine which eligible employees will be granted options, the number of shares to be optioned and other terms and conditions applicable to the grants. All of the employees of the Company, except for the named executive officers, are qualified to receive awards under the 2000 Stock Option Plan.

Subject to adjustment in the event of certain transactions involving the Company, the 2000 Stock Option Plan reserves up to 500,000 shares of Common Stock for issuance. The maximum number of incentive stock options that may be awarded under the 2000 Stock Option Plan is 500,000. No more than 200,000 shares of Common Stock may be issued for options granted to any one individual in any one calendar-year period. Any shares allocated to non-qualified stock options that are forfeited, surrendered, terminated or canceled may again become subject to awards under the 2000 Stock Option Plan. To date, no grants have been made under the 2000 Stock Option Plan and the shares underlying the options have not been registered.

The Board administers the 2000 Stock Option Plan. Awards granted pursuant to the 2000 Stock Option Plan may be evidenced by option agreements in such form as the Board may from time to time establish. The terms and conditions of each option grant will be established at the sole discretion of the Board at the time of grant; provided, however, that the purchase price of a share of Common Stock under an option shall not be less than the fair market value (as determined by the Board) of a share of Common Stock on the date the option is granted. Incentive stock options awarded to persons who own more than 10% of the voting power of the Company shall have an exercise price of at least 110% of the fair market value of a share of Common Stock on the date the option is granted. Generally, options granted under the 2000 Stock Option Plan vest at a rate of 25% on the first anniversary of the date of grant, 50% on the second anniversary of the date of grant and 100% on the third anniversary of the date of grant, but the Board reserves the right to provide for a different vesting schedule subject to the terms of the 2000 Stock Option Plan.

An award expires on the earlier of (a) the date established by the Board at the time of grant or (b) 10 years from the date of grant (the “Expiration Date”). Incentive stock options awarded to an individual who owns more than 10% of the voting power of the Company will expire no later than 5 years from the date of grant. Generally, if the employment of a Participant terminates for any reason, his non-vested options shall terminate and his vested options shall be exercisable no later than the earlier of (a) the date which is 90 days after such termination or (b) the Expiration Date.

Compensation Deductible under Section 162(m) of the Internal Revenue Code

On August 10, 1993, the Revenue Reconciliation Act of 1993 was enacted which amended the Internal Revenue Code of 1986, as amended, by adding Section 162(m) which eliminates the deductibility of most cash and non-cash compensation over $1 million paid to certain “covered employees” (which generally is defined as a corporation’s chief executive officer and the four other highest compensated employees). Contributions to qualified plans, items excluded from the employee’s gross income, compensation paid pursuant to a binding agreement entered into on or before February 17, 1993, commission-based compensation, and certain “performance-based” compensation are types of remuneration that are not affected by the deduction limitation.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Company’s executive compensation program is administered by the Compensation Committee. The Company’s executive compensation program is structured to achieve the Company’s goals as they relate to maximizing corporate performance and stockholder return. In general, executive compensation is made up of annual salaries, incentive bonuses and option grants. The Board of Directors believes that total compensation should increase or decrease with performance; as such, incentive bonuses and option grants constitute a portion of executive compensation to help align executive and stockholder interests. The Board of Directors believes that compensation should attract, motivate and retain executive talent to improve the Company’s performance and therefore increase shareholder returns. These policies applied to compensation reported for the most recent fiscal years, which are discussed under Employment Agreements on pages 16 and 17.

In addition to base salaries and option grants, the Compensation Committee may elect to award incentive bonuses as part of total compensation to executive officers who have rendered services during the year that substantially exceed those normally required or anticipated or who have achieved specific targeted objectives with regard to sales performance, financial performance, inventory efficiencies and other criteria which may be established from time to time. These bonuses are intended to reflect the Compensation Committee’s determination to reward any executive who, through extraordinary effort, has substantially benefited the Company and its stockholders during the year.

COMPENSATION COMMITTEE

David Stone, Chairman
Esther Egozi Choukroun
Glenn Gopman

STOCK PRICE PERFORMANCE GRAPH

Set forth below is a line graph comparing the cumulative total return on the Common Stock with the cumulative total return of the Standard & Poor’s 500 Index, and the Standard & Poor’s Personal Products 500 Index for the fiscal years of 2001 through 2006.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

AMONG PARLUX FRAGRANCES, INC., THE S & P 500 INDEX

AND THE S & P PERSONAL PRODUCTS INDEX

$100 invested on 3/31/01 in stock or index-including reinvestment of dividends.


	Cumulative Total Return
	3/01		3/02		3/03		3/04		3/05		3/06
PARLUX FRAGRANCES, INC		100.00		120.16		176.32		589.70		1413.83		2106.05
S & P 500 INDEX		100.00		100.24		75.42		101.91		108.73		121.48
S & P PERSONAL PRODUCTS		100.00		118.48		114.02		149.24		186.36		211.13

COMPANY’S INDEPENDENT AUDITORS

The Board of Directors has selected Deloitte & Touche LLP (“D&T”) as independent auditors of the Company for the fiscal year ending March 31, 2007. D&T has served as the Company’s independent certified public accounting firm since fiscal 2001.

The aggregate fees billed by D&T, the member firm of Deloitte Touche Tohmatsu (“Deloitte”) for fiscal years 2006 and 2005 are as follows:


	Fiscal Year Ended March 31,
	2006		2005

Audit Fees(a)	$	895,000	$	181,955
Audit-Related Fees(b)		16,840		21,895
Tax Fees(c)		49,600		43,725
All Other Fees		0		0


(a)		“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our consolidated annual financial statements, and the review of our interim consolidated financial statements included in quarterly reports. Fiscal year 2006 Audit Fees include $542,790 in fees relating to our compliance with Section 404 of the Sarbanes Oxley Act of 2002, and $34,235 of fees related to reviews of our Registration Statement onForm S-3 as well as our responses to comment letters received from the SEC in connection with the SEC’s review of such filing.

(b)		“Audit-Related Fees” consist of fees billed for the audit of our employee benefit plan. Fiscal 2005 also includes $6,240 in fees in connection with a prior derivative action brought against the Company that has been dismissed.

(c)		“Tax Fees” consist of fees billed for professional services rendered for tax compliance and tax service.

The Audit Committee has considered and has agreed that the provision of services as described above is compatible with maintaining D&T’s independence. The Audit Committee pre-approves the engagement of D&T for all significant professional services. The Audit Committee has delegated its pre-approval authority to the Chairman of the Audit Committee, who evaluates and approves the particular engagement prior to the commencement of services. All fees were approved by the Audit Committee.

PROPOSALS OF STOCKHOLDERS

Stockholders of the Company who intend to present a proposal for action at the 2007 Annual Meeting of Stockholders of the Company must notify the Company’s management of such intention by notice received at the Company’s principal executive offices no later than April 27, 2007 for such proposal to be included in the Company’s proxy statement and form of proxy relating to such meeting. Proposals received after April 27, 2007 shall be considered untimely.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

The broker, bank or other nominee for any stockholder who is a beneficial owner, but not the record holder, of shares of the Company’s Common Stock may deliver only one copy of the Company’s proxy statement to multiple stockholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the stockholders. The Company will deliver promptly, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered. Stockholders who wish to receive a separate copy of the proxy statement, now or in the future, should submit their request to the Company by telephone at (954) 316-9008 or by submitting a written request to Corporate Secretary, Parlux Fragrances, Inc., 3725 SW 30th Avenue, Fort Lauderdale, Florida 33312. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address.

We appreciate your support and encouragement.

On Behalf of the Board of Directors,

Ilia Lekach

Chairman of the Board and Chief Executive Officer

Parlux Fragrances, Inc.

IMPORTANT

The Board of Directors urges you NOT to return any white consent card solicited from you by Nussdorf. If you have previously returned any such consent card you have every right to revoke your consent. Simply complete, sign, date and mail the enclosedBLUEConsent Revocation Card in the postage-paid envelope provided, whether or not you previously returned the white consent card.

For additional information or assistance, please call our soliciting agent, MacKenzie Partners, Inc., toll free at 1-(800)322-2885. MacKenzie Partners, Inc.’s address is 105 Madison Avenue, New York, NY 10016.


Annex I —	CERTAIN INFORMATION REGARDING PARTICIPANTS IN THIS CONSENT REVOCATION SOLICITATION

Transactions in the Company’s Common Stock During the Past Two Years

The following is a list of all acquisitions and dispositions of the Company’s Common Stock made during the last two years by persons who may be deemed participants in the Company’s solicitation of revocations of consent. Transactions prior to June 16, 2006 have been adjusted to reflect the Company’s stock split.

Transaction

Number of

Acquisition/

Name

Date

Shares

Disposition

Ilia Lekach

12/01/06

700,000

Acquisition

Ilia Lekach

09/21/06

95,400

Disposition

Ilia Lekach

09/12/06

42,349

Disposition

Ilia Lekach

09/11/06

100,000

Disposition

Ilia Lekach

09/06/06

468,500

Disposition

Ilia Lekach

08/28/06

45,660

Disposition

Ilia Lekach

08/25/06

70,170

Disposition

Ilia Lekach

08/24/06

55,195

Disposition

Ilia Lekach

08/23/06

53,580

Disposition

Ilia Lekach

08/21/06

62,720

Disposition

Ilia Lekach

07/13/06

1,310,000

Disposition

Ilia Lekach

02/16/06

365,000

Disposition

Ilia Lekach

02/15/06

335,000

Disposition

Ilia Lekach

06/21/04

40,000

Acquisition

Glenn H. Gopman

05/03/06

6,000

Acquisition

Glenn H. Gopman

02/22/06

10,000

Disposition

Glenn H. Gopman

03/09/06

6,000

Acquisition

Glenn H. Gopman

03/06/06

6,000

Acquisition

Glenn H. Gopman

06/21/05

12,000

Disposition

Glenn H. Gopman

03/29/05

8,000

Acquisition

Glenn H. Gopman

01/21/05

4,000

Acquisition

David Stone

03/24/06

20,000

Disposition

David Stone

03/15/05

20,000

Acquisition

Esther Egozi Choukroun

02/22/06

60,000

Disposition

Esther Egozi Choukroun

01/28/05

60,000

Acquisition

Frank Buttacavoli

02/14/06

34,600

Disposition

Frank Buttacavoli

02/13/06

113,200

Disposition

Frank Buttacavoli

11/29/04

58,000

Disposition

Frank Buttacavoli

06/25/04

42,000

Disposition

Frank Buttacavoli

03/31/04

376,000

Acquisition

Jaya Kader Zebede

10/06/05

10,000

Acquisition

Jaya Kader Zebede

02/11/05

10,000

Acquisition

* Acquisitions resulting from the exercise of warrants

** See Schedule 13D/A filed by Mr. Lekach with the Commission on January 12, 2007.

II-1

Pursuant to various loan agreements of various dates between November 5, 2004 through October 20, 2005, Mr. Lekach pledged a total of 1,310,000 shares of Company’s Common Stock to a certain financial institution to secure repayment of amounts outstanding under certain credit facilities extended to Mr. Lekach. Commencing October 20, 2005, Mr. Lekach attempted to repay the amounts due under the loan agreements in order to have the shares of Company’s Common Stock released from the stock pledge. Mr. Lekach has complied with the terms of each of the loan agreements. The financial institution has on numerous occasions allegedly refused to accept payment from Mr. Lekach or otherwise did not cooperate with Mr. Lekach’s attempts to repay the loan amounts. Further, Mr. Lekach has been advised that the financial institution has allegedly sold, transferred or otherwise disposed of some or all of the shares of Company’s Common Stock pledged in connection with the loan agreements.

On July 13, 2006, the Mr. Lekach commenced a legal proceeding against the financial institution seeking declaratory relief and damages arising from the financial institution’s alleged actions which have deprived Mr. Lekach of the right to recover the shares of Company’s Common Stock upon repayment of the various loans. Mr. Lekach intends to vigorously prosecute this claim against the financial institution. As of January 12, 2007, there has been no resolution in the legal proceeding.

Other Contracts, Arrangements, and Understandings with Participants

Except as otherwise set forth in this Consent Revocation Statement, to the best of the Company’s knowledge: (i) none of the participants in the Company’s solicitation of revocations of consent is, or was within the past year, a party to any contracts, arrangements or understandings with any person with respect to any shares of the Company’s Common Stock; and (ii) neither any of the participants nor any of their respective associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transaction as to which the Company or any of its affiliates will or may be a party.

Beneficial Ownership of the Company’s Common Stock by Associates of Participants

To the best of the Company’s knowledge, none of the participants in the Company’s solicitation of revocations of consent has any “associates” (as defined inRule 14a-1 under the Exchange Act) who beneficially own any shares of the Company’s Common Stock.

II-2

PRELIMINARY — SUBJECT TO COMPLETION DATED JANUARY 25, 2007

FORM OF CONSENT REVOCATION CARD — BLUE

CONSENT REVOCATION SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF PARLUX FRAGRANCES, INC.

The undersigned, a holder of shares of Common Stock, par value $0.01 per share, of Parlux Fragrances, Inc. (the“Company”), acting with respect to all shares of the Company’s Common Stock held by the undersigned at the close of business on January 17, 2007 hereby acts as follows concerning the proposals of Glenn H. Nussdorf set forth below.

THE BOARD OF DIRECTORS OF THE COMPANY URGES YOU TO MARK THE “YES, REVOKE MY CONSENT” BOXES.

Please mark your selection asx indicated in this example.


PROPOSAL 1:		Proposal made by Glenn H. Nussdorf to remove Ilia Lekach, Frank A. Buttacavoli, Glenn Gopman, Esther Egozi Choukroun, David Stone and Jaya Kader Zebede and any person elected or appointed to the Company’s Board of Directors by such directors to fill any vacancy on the Company’s Board of Directors or any newly-created directorships.

		oYES, REVOKEMY CONSENT oNO, DO NOT REVOKEMY CONSENT oABSTAIN

INSTRUCTION:		IF YOU WISH TO REVOKE CONSENT TO THE REMOVAL OF CERTAIN OF THE PERSONS NAMED IN PROPOSAL #1, BUT NOT ALL OF THEM, CHECK THE “YES, REVOKE MY CONSENT” BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DONOT WANT TO BE REMOVED IN THE FOLLOWING SPACE:

PROPOSAL 2:		Proposal made by Glenn H. Nussdorf to elect Glenn H. Nussdorf, Michael Katz, Joshua Angel, Anthony D’Agostino, Neil Katz and Robert Mitzman as the directors of the Company (or if any such nominee is unable or unwilling to serve as a director of the Company, any other person designated as a nominee by Mr. Nussdorf).

		oYES, REVOKEMY CONSENT oNO, DO NOT REVOKEMY CONSENT oABSTAIN

INSTRUCTION:		IF YOU WISH TO REVOKE CONSENT TO THE ELECTION OF CERTAIN OF THE PERSONS NAMED IN PROPOSAL #2, BUT NOT ALL OF THEM, CHECK THE “YES, REVOKE MY CONSENT” BOX ABOVE AND WRITE THE NAME OF EACH SUCH PERSON YOU DONOT WANT TO BE ELECTED IN THE FOLLOWING SPACE:

		IF YOU HAVE PREVIOUSLY DELIVERED A CONSENT IN RESPONSE TO NUSSDORF’S CONSENT SOLICITATION, A VOTE TO ABSTAIN, WILL LEAVE THAT PREVIOUSLY DELIVERED CONSENT IN EFFECT. IF YOU HAVE NOT PREVIOUSLY DELIVERED A CONSENT IN RESPONSE TO NUSSDORF’S CONSENT SOLICITATION, A VOTE TO ABSTAIN WILL HAVE THE SAME EFFECT AS A WITHHOLDING OF A VOTE.

THE BOARD OF DIRECTORS OF THE COMPANY URGES YOU TO MARK BOTH THE “YES, REVOKE MY CONSENT” BOXES ABOVE. UNLESS OTHERWISE INDICATED ABOVE, THIS REVOCATION CARD REVOKES ALL PRIOR CONSENTS GIVEN WITH RESPECT TO THE PROPOSALS SET FORTH HEREIN. UNLESS YOU SPECIFY OTHERWISE, BY SIGNING AND DELIVERING THIS REVOCATION CARD TO THE COMPANY, YOU WILL BE DEEMED TO HAVE REVOKED CONSENT TO ALL OF THE PROPOSALS SET FORTH HEREIN. THE UNDERSIGNED HEREBY AFFIRMS THAT THE SHARES REPRESENTED HEREBY WERE HELD OF RECORD ON JANUARY 17, 2007.

IN ORDER FOR YOUR CONSENT REVOCATION TO BE VALID, IT MUST BE DATED. PLEASE MARK, SIGN, DATE AND MAIL IN THE POSTAGE-PAID ENVELOPE PROVIDED.


Dated:	, 2007

Print Name:

Signature (Title, if any):

Signature (if held jointly):

Title or Authority:

Please sign in the same form as name appears hereon. Executors and fiduciaries should indicate their titles. If signed on behalf of a corporation, give title of officer signing.

IMPORTANT

WE STRONGLY RECOMMEND THAT YOU REJECT GLENN H. NUSSDORF AND HIS EFFORTS TO TAKE CONTROL OF YOUR COMPANY. FIRST, DO NOT SIGN GLENN H. NUSSDORF’S WHITE CONSENT CARD. SECOND, IF YOU HAVE PREVIOUSLY SIGNED A WHITE CONSENT CARD, YOU MAY REVOKE THAT CONSENT BY SIGNING, DATING AND MAILING THE ENCLOSED BLUE CONSENT REVOCATION CARD IMMEDIATELY. FINALLY, IF YOU HAVE NOT SIGNED GLENN H. NUSSDORF’S CONSENT CARD, YOU CAN SHOW YOUR SUPPORT FOR YOUR BOARD BY SIGNING, DATING AND MAILING THE ACCOMPANYING BLUE CONSENT REVOCATION CARD. PLEASE ACT TODAY.

Your vote is important. If you have questions or need assistance in voting your shares, please call:

105 Madison Avenue

New York, NY 10016

Tel:(212) 929-5500

Fax:(212) 929-0308

Call Toll Free: 1-(800)322-2885

PLEASE RETURN YOUR BLUE CONSENT REVOCATION CARD IN THE ENVELOPE PROVIDED. IN ADDITION, YOU MAY ALSO FAX BOTH SIDES OF YOUR BLUE CONSENT REVOCATION CARD TO:(212) 929-0308.

Parlux Fragrances (PARL) Inactive PRER14APreliminary revised proxy

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