EXHIBIT 10.86

HSBC



September 21, 2001


Mr. Russell Greenberg
Chief Financial Officer/Executive Vice President
Jean Philippe Fragrances, LLC.
551 Fifth Avenue
New York, New York 10176

Ladies and Gentlemen:

        We are pleased to confirm that we are  extending to you a line of credit
of up to an aggregate  amount of $12,000,000  outstanding at any one time, which
line may be used by your company for direct  borrowings and acceptance and sight
letters of credit exposure for working capital purposes,  provided, however, the
outstanding amount as to which our Bank is liable, directly or contingently,  on
behalf of your company in respect of letter of credit and acceptance  financings
cannot in the  aggregate at any one time exceed  $2,500,000  each  respectively.
This  line is  subject  to the  provisions  set  forth  herein  and in the other
documents entered into in connection with this facility.

         Borrowings  under this line of credit  shall be  evidenced  by a Demand
Grid Note, a copy of which is enclosed.  Under this facility  borrowings  may be
made from time to time and shall be repayable  on demand,  but may be prepaid in
whole or in part with accrued  interest to the date of  prepayment.  Any amounts
outstanding shall bear interest,  payable monthly in arrears, at a variable rate
per annum equal to 0% above our Bank's  Reference Rate  established from time to
time, all as more fully set forth in the Demand Grid Note.

         Or, at your option, you may borrow under a LIBOR Pricing Revolving Note
up to the  maximum  amount  of  $12,000,000  in  $100,000  increments,  provided
however,  the amount  outstanding under LIBOR Pricing Revolving Notes is no less
than  $500,000,  with advances  priced at your option of one month,  two months,
three  months or six months  LIBOR plus  1.75% for each LIBOR rate  advance  and
subject to the terms of the LIBOR  Pricing  Revolving  Note; a copy of the LIBOR
Pricing Revolving Note is attached herewith. Please note that the advances under
the LIBOR Pricing  Revolving Note may be prepaid,  but only subject to the terms
and conditions set forth in that note.

         Each  letter of credit  issued for your  account  shall be issued  only
pursuant to our standard form of  application  for  commercial  letter of credit
(the  "Application"),  as executed by you from time to time. You shall pay a fee
of 1/8 of 1% when we issue any letter of credit for your  account




and each time we amend any such letter of credit.  In addition,  you shall pay a
fee of 1/8 of 1% of the  face  amount  of any  sight  draft  presented  to us in
accordance  with the terms of any  letter  of credit we issue for your  account.
Such fee shall be payable  when such draft is presented to us and honored by us,
all as more fully set forth in the  Application.  Any amounts due to us from you
under the Application  shall bear interest  payable on demand at a variable rate
per annum  equal to the rate from time to time in effect  under the Demand  Grid
Note. At our option such amounts may be deemed additional  advances evidenced by
and repayable in accordance with the Demand Grid Note. In place of the foregoing
demand  reimbursement  obligation,  we may from  time to time  accept  your time
drafts  of up to 180  days  presented  to us by you.  When  such  time  draft is
accepted  by us it will be  discounted  from its date of  maturity at a rate per
annum equal to 1.75% plus our acceptance rate for commercial  drafts or bills of
exchange of comparable amounts and maturities.

         Your obligations  under this line of credit shall be guaranteed by your
Parent, Inter Parfums, Inc.

         This  facility  may be utilized  by you for the period  ending June 30,
2002; provided,  however, THE CONTINUING AVAILABILITY OF THIS FACILITY IS AT ALL
TIMES SUBJECT TO OUR CONTINUING  SATISFACTION,  AS DETERMINED BY OUR BANK IN ITS
SOLE AND ABSOLUTE DISCRETION, WITH THE BUSINESS, AFFAIRS AND FINANCIAL CONDITION
OF YOUR COMPANIES AND OF EACH GUARANTOR AND TO YOUR COMPLIANCE, AND THAT OF EACH
OTHER PARTY  EXECUTING AND DELIVERING  DOCUMENTS TO US HEREUNDER OR OTHERWISE IN
CONNECTION WITH THIS FACILITY,  WITH THE TERMS AND PROVISIONS OF THIS LETTER AND
EACH  OF  THE  DOCUMENTS  REFERRED  TO  HEREIN.  In  addition,   the  continuing
availability  of this facility is subject to your  furnishing us, (i) within 120
days after the close of your fiscal year, with your audited financial statements
certified by your independent certified public accountants as of the end of such
period,  including a balance sheet and related income statements;  and (ii) such
other  information,  including  interim  financial  statements,  concerning your
business, affairs or financial condition as we may from time to time request.

         All payments of principal,  interest and fees payable by you under this
facility shall be made in immediately available funds at our office at 452 Fifth
Avenue,  New York, New York 10018 and may be charged to any account you maintain
with us.

         Our  agreement to extend to you this  facility,  on the terms set forth
herein,  is further  subject to our receipt in form  satisfactory to us of (a) a
certified  copy of  resolutions  of your  Board of  Directors  authorizing  your
execution,  delivery  and  performance  of this  agreement  (and  the  documents
hereinafter  referred to); (b) signature cards for your authorized  signatories;
(c) an  executed  copy of our Demand  Grid Note  signed by your duly  authorized
officer on your  behalf;  (d) executed  copy of our  standard  form of Guarantee
signed by Inter Parfums, Inc.

         NO AMENDMENT, MODIFICATION OR WAIVER OF ANY PROVISION OF THIS AGREEMENT
NOR  CONSENT  TO ANY  DEPARTURE  BY  OUR  BANK  THEREFROM  SHALL  BE  EFFECTIVE,
IRRESPECTIVE  OF ANY COURSE OF DEALING,  UNLESS THE

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SAME SHALL BE IN WRITING  AND SIGNED BY OUR BANK AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE  ONLY IN THE SPECIFIC  INSTANCE AND FOR THE SPECIFIC  PURPOSE
FOR WHICH GIVEN.

         This  agreement  shall be governed by and construed in accordance  with
the laws of the State of New York.  Please  note that to the  extent  any of the
terms or  provisions  of this  agreement  conflict  with those  contained in the
Demand  Grid  Note  or any of  the  above-mentioned  documents,  the  terms  and
provisions of such Note and of such other documents shall govern.

         YOU AND OUR BANK AGREE THAT ANY ACTION,  SUIT OR  PROCEEDING IN RESPECT
OF OR ARISING OUT OF THIS AGREEMENT, THE NOTE OR ANY OTHER DOCUMENTS RELATING TO
THIS FACILITY MAY BE INITIATED AND PROSECUTED IN THE STATE OR FEDERAL COURTS, AS
THE CASE MAY BE, LOCATED IN NEW YORK COUNTY, NEW YORK.

         YOU  FURTHER  AGREE  THAT ANY  ACTION,  DISPUTE,  PROCEEDING,  CLAIM OR
CONTROVERSY  BETWEEN OR AMONG YOU AND US WHETHER  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE  ("DISPUTE" OR "DISPUTES") SHALL, AT OUR ELECTION,  WHICH ELECTION MAY
BE MADE AT ANY TIME PRIOR TO THE  COMMENCEMENT  OF A JUDICIAL  PROCEEDING BY OUR
BANK,  OR IN THE EVENT OF A JUDICIAL  PROCEEDING  INSTITUTED  BY YOU AT ANY TIME
PRIOR TO THE LAST DAY TO ANSWER  AND/OR  RESPOND TO A SUMMONS  AND/OR  COMPLAINT
MADE BY YOU, BE RESOLVED BY ARBITRATION IN NEW YORK, NEW YORK IN ACCORDANCE WITH
THE PROVISIONS OF THIS PARAGRAPH AND SHALL, AT THE ELECTION OF OUR BANK, INCLUDE
ALL DISPUTES ARISING OUT OF OR IN CONNECTION WITH (I) THIS AGREEMENT, THE DEMAND
GRID  NOTE,  OR ANY OTHER  RELATED  AGREEMENTS  OR  INSTRUMENTS,  (II) ALL PAST,
PRESENT AND FUTURE  AGREEMENTS  INVOLVING  THE  PARTIES,  (III) ANY  TRANSACTION
CONTEMPLATED HEREBY AND ALL PAST, PRESENT AND FUTURE TRANSACTIONS  INVOLVING THE
PARTIES AND (IV) ANY ASPECT OF THE PAST,  PRESENT OR FUTURE  RELATIONSHIP OF THE
PARTIES.  We may elect to require  arbitration  of any  Dispute  with us without
thereby being  required to arbitrate  all Disputes  between you and us. Any such
Dispute shall be resolved by binding  arbitration in accordance  with Article 75
of the New York  Civil  Practice  Law and Rules and the  Commercial  Arbitration
Rules of the  American  Arbitration  Association  ("AAA").  In the  event of any
inconsistency  between  such  Rules  and  these  arbitration  provisions,  these
provisions shall supersede such Rules.  All statutes of limitations  which would
otherwise be applicable  shall apply to any  arbitration  proceeding  under this
paragraph.  In any  arbitration  proceeding  subject  to these  provisions,  the
arbitration  panel (the  "arbitrator")  is specifically  empowered to decide (by
documents  only,  or  with a  hearing,  at  the  arbitrator's  sole  discretion)
pre-hearing  motions which are substantially  similar to pre-hearing  motions to
dismiss  and  motions  for  summary   adjudication.   In  any  such  arbitration
proceeding,  the  arbitrator  shall  not have the  power or  authority  to award
punitive  damages to any party.  Judgment upon the award rendered may be entered
in any court having  jurisdiction.  Whenever an  arbitration  is  required,  the
parties shall select an arbitrator in the manner provided in this paragraph.  No
provision of, nor the exercise of any rights under,  this paragraph  shall limit
the

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right of any  party  (i) to  foreclose  against  any real or  personal  property
collateral  through  judicial  foreclosure,  by the  exercise of a power of sale
under a deed of trust,  mortgage  or other  security  agreement  or  instrument,
pursuant to applicable  provisions of the Uniform  Commercial Code, or otherwise
pursuant to applicable  law,  (ii) to exercise self help remedies  including but
not  limited to setoff and  repossession,  or (iii) to request and obtain from a
court  having  jurisdiction  before,   during  or  after  the  pendency  of  any
arbitration,  provisional  or ancillary  remedies and relief  including  but not
limited to injunctive or mandatory relief or the appointment of a receiver.  The
institution and maintenance of an action or judicial  proceeding for, or pursuit
of,  provisional  or ancillary  remedies or exercise of self help remedies shall
not constitute a waiver of our right,  even if we are the  plaintiff,  to submit
the Dispute to arbitration if we would otherwise have such right. We may require
arbitration of any Dispute(s)  concerning  the  lawfulness,  unconscionableness,
propriety,  or  reasonableness  of any  exercise  by us of our  right to take or
dispose of any collateral or our exercise of any other right in connection  with
collateral including,  without limitation,  judicial  foreclosure,  exercising a
power of sale under a deed of trust or  mortgage,  obtaining or executing a writ
of attachment,  taking or disposing of property with or without judicial process
pursuant to Article 9 of the Uniform  Commercial  Code or otherwise as permitted
by  applicable  law,  notwithstanding  any  such  exercise  by us.  Whenever  an
arbitration is required under this paragraph,  the arbitrator shall be selected,
except  as  otherwise  herein  provided,   in  accordance  with  the  Commercial
Arbitration  Rules of the AAA.  A single  arbitrator  shall  decide any claim of
$100,000  or less and he or she shall be an  attorney  with at least five years'
experience.  Where the claim of any party exceeds $100,000, the Dispute shall be
decided by a majority vote of three  arbitrators,  at least two of whom shall be
attorneys (at least one of whom shall have not less than five years'  experience
representing  commercial  banks).  In the event of any Dispute  governed by this
paragraph,  each of the parties shall,  subject to the award of the  arbitrator,
pay an equal share of the arbitrator's fees. The arbitrator shall have the power
to  award  recovery  of  all  costs  and  fees   (including   attorneys'   fees,
administrative  fees,  arbitrator's  fees,  and court  costs) to the  prevailing
party.

         ANYTHING IN THIS AGREEMENT, THE NOTE OR ANY OTHER DOCUMENTS RELATING TO
THIS  FACILITY  TO  THE  CONTRARY  NOTWITHSTANDING,   THE  ENUMERATION  IN  THIS
AGREEMENT,  THE NOTE OR IN SUCH OTHER  DOCUMENTS OF SPECIFIC  OBLIGATIONS TO OUR
BANK AND/OR  CONDITIONS TO THE  AVAILABILITY OF THIS FACILITY AND THE NOTE SHALL
NOT BE  CONSTRUED  TO QUALIFY,  DEFINE OR  OTHERWISE  LIMIT OUR RIGHT,  POWER OR
ABILITY,  AT ANY TIME,  UNDER  APPLICABLE LAW, TO MAKE DEMAND FOR PAYMENT OF THE
ENTIRE  OUTSTANDING  PRINCIPAL OF AND  INTEREST DUE UNDER THIS  FACILITY AND THE
NOTE OR OUR RIGHT NOT TO MAKE ANY  EXTENSION OF CREDIT  UNDER THIS  FACILITY AND
YOU AGREE THAT YOUR BREACH OF OR DEFAULT UNDER ANY SUCH  ENUMERATED  OBLIGATIONS
OR  CONDITIONS  IS NOT THE ONLY BASIS FOR DEMAND TO BE MADE OR FOR A REQUEST FOR
AN EXTENSION OF CREDIT TO BE DENIED, AS YOUR OBLIGATION TO MAKE PAYMENT SHALL AT
ALL TIMES REMAIN A DEMAND OBLIGATION. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY,  THIS  AGREEMENT  DOES NOT CREATE A COMMITMENT OR OBLIGATION TO
LEND BY THE BANK AND YOU ACKNOWLEDGE THAT THE BANK HAS NO OBLIGATION TO LEND.

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         EACH OF YOU AND WE HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY OR AGAINST IT ON ANY MATTERS WHATSOEVER,  IN CONTRACT
OR IN TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE NOTE
OR ANY OTHER  DOCUMENTS  RELATING TO THIS  FACILITY.  YOU ALSO HEREBY  WAIVE THE
RIGHT TO  INTERPOSE  ANY  DEFENSE  BASED  UPON ANY CLAIM OF LACHES OR SET-OFF OR
COUNTERCLAIM  OF ANY NATURE OR  DESCRIPTION,  ANY  OBJECTION  BASED ON FORUM NON
CONVENIENS  OR VENUE,  AND ANY  CLAIM FOR  CONSEQUENTIAL,  PUNITIVE  OR  SPECIAL
DAMAGES.

         If this  agreement is acceptable  to you,  please sign and return to us
one copy  each of the  enclosed  copy of this  letter  and the  other  documents
referred to above on or before November 10, 2001.

                                       Very truly yours,

                                       HSBC USA BANK

                                       By: /s/ ANDREW H. ROSS
                                           -----------------------
                                       Name & Title: Andrew H. Ross, FVP

Agreed to and Accepted:

Jean Philippe Fragrances, LLC.


By: /s/ RUSSELL GREENBERG
Name & Title: Russell Greenberg,
Executive Vice President of
Inter Parfums, Inc., Sole Member