PARLUX FRAGRANCES INC
ASSET PURCHASE AND SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.62
<SEQUENCE>3
<FILENAME>assetpurchase-1062.txt
<DESCRIPTION>ASSET PURCHASE AND SALE AGREEMENT
<TEXT>
                                                                  Exhibit 10.62


                        ASSET PURCHASE AND SALE AGREEMENT

                THIS AGREEMENT, made and entered into as of the 4th day of
November, 2002, by and between Parlux Fragrances Inc., a Delaware corporation,
having a principal place of business at 3725 SW 30th Avenue, Ft. Lauderdale,
Florida 33312 (hereinafter "Seller") and Genesis International Marketing
Corporation, a Florida corporation, having a place of business at 1221 NW 165th
Street, Miami, FL 33169 (hereinafter " Buyer").

                                   WITNESSETH

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

         WHEREAS, Buyer and Seller entered into a License Agreement (hereinafter
"License Agreement") on June 9th, 1998 which agreement is currently in force;
and

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

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

1.   DEFINITIONS

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

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

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

                                       1
<PAGE>

     1.4 "Trade Marks" shall refer to those U.S. and foreign trade marks,
     services marks, imprints, logos, trade dress and trade names whether or not
     registered and all issued registrations, pending applications as set forth
     on Schedule A relating to various names, including, but not limited to,
     "Bal a Versailles" and "Jean Desprez", and all other names, designs, logos,
     trademarks, trade names, and the like, used on or in connection with
     Products bearing the names as set forth on that Schedule.

     1.5 "Territory" shall mean worldwide without exclusion.

2    PURCHASE AND SALE

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

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

                                       2
<PAGE>

3.   CLOSING

         The Closing Date shall be as of the close of business on November 4,
     2002 or such other date as the parties may agree (the "Closing Date").
     Conveyed Assets, all of which shall be transferred to Buyer, as provided
     for herein. In no event shall Buyer be required to proceed in accordance
     with the Agreement unless and until each and every condition precedent as
     set forth in the Agreement shall have been satisfied, waived or made a
     condition subsequent. If on November 30, 2002 the parties have not
     satisfied all conditions precedent, then Seller may terminate this
     Agreement in the manner provided in Paragraph 14.

4.   DELIVERIES AT THE CLOSING

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

          (a) One hundred thousand dollars ($100,000.00) in immediately
          available funds by wire transfer or cashier's check, which includes
          all monies due under the License Agreement;

          (b) Promissory Note in the amount of Two hundred seventy-five thousand
          dollars ($275,000.00) duly executed by Buyer in the form set forth in
          Exhibit "C" (the "Note");

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

     4.2  At the Closing, Seller shall deliver the following:

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

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

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

                                       3
<PAGE>

          (d) executed copies of the Assignment of Trademarks and Know-How as
          set forth in Exhibit B;

          (e) executed release of liens on the Trademarks;

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

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

5    PURCHASE PRICE

         The purchase price (hereinafter " Purchase Price") to be paid for the
     conveyed Assets shall be U.S. $300,000.00, and shall be paid by Buyer as
     outlined in paragraph 4.1 (b).

6.   TAXES AND TRANSFER COSTS

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

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

7.   BROKERS AND FINDERS

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

                                       4
<PAGE>

8.   SELLER'S OBLIGATIONS

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

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

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

8.4  From and after the Closing Date, Seller shall take such actions and
     promptly execute and deliver to Buyer any and all such further assignments,
     licenses, endorsements or other documents as Buyer my request from time to
     time for purposes of carrying out the transfer of the Conveyed Assets.

9.   SELLER'S INDEMNIFICATION

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

10.  BUYER'S INDEMNIFICATION

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

                                       5
<PAGE>

11.  SELLER'S REPRESENTATIONS

          Seller hereby makes the following representations and warranties:

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

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

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

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

                                       6
<PAGE>

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

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

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

     (h) Seller is not engaged in or a party to or to the best of Seller's
     knowledge threatened with any legal action, suit, investigation or other
     proceeding related to or arising in connection with the Conveyed Assets and
     Seller knows of no sustainable basis for any such action, investigation or
     proceeding; and there are no outstanding orders, rulings, decrees,
     judgments or stipulations related to or arising in connection with the
     Conveyed Assets to which Seller is a part or by which Seller or the
     Conveyed Assets are bound by or with any court, arbitrator or
     administrative agency. Seller is not in default in the payment of any
     taxes, including without limitation property, sales, franchise, use and
     other similar taxes that are due and payable and any assessments received
     in respect thereof, in each case which could result in the imposition of
     any material lien or charge upon any of the Conveyed Assets, provided
     however that for the purposes of the Seller's indemnification obligations
     under Paragraph 9 hereof with respect to a breach of the representations
     contained in this Section such representations shall be deemed to be made
     without the references to "materially" contained herein.

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

     (j) Seller shall never (in any trademark class) use or file to use the name
     "Bal a Versailles by Jean Desprez", or any variation thereof, including any
     existing or abandoned mark associated at any time with the Bal a Versailles
     brand.


                                       7
<PAGE>

12.  BUYER'S REPRESENTATIONS

          Buyer hereby makes the following representations and warranties:

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

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

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

13.  CONDITIONS PRECEDENT

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

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

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

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

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


                                       8
<PAGE>


14.  TERMINATION

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

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

15.  EXPENSES

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

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

16.  CONSTRUCTION

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

                                       9
<PAGE>

17.  WAIVER

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

18.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNITIES

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

19.  COUNTERPARTS

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

20.  ENTIRE AGREEMENT

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

21.  AMENDMENT

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

                                       10
<PAGE>

22.  NOTICES

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

     TO THE SELLER:

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

     TO THE BUYER:

     Mr. Luis Quintero, President
     1221 NW 165th Street
     Miami, FL 33169
     Facsimile:  305-594-7641


23.  FURTHER ASSURANCES

          From time to time, at the Buyer's request, whether at or after the
     Closing and without further consideration, the Seller at its expense will
     execute and deliver such further instruments of conveyance and transfer and
     take such other action as the Buyer reasonably may require more effectively
     to convey and transfer to the Buyer title to any of the Conveyed Assets,
     and will assist the Buyer in the collection or reduction to possession of
     such property.


24.  CONSTRUCTION

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


                                       11
<PAGE>




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

                                    SELLER:

                                    PARLUX FRAGRANCES, INC.



                                    By: /s/ Ilia Lekach
                                        -----------------------
                                            Ilia Lekach
                                            Chairman and Chief Executive Officer



                                    BUYER:

                                    GENESIS INTERNATIONAL MARKETING CORPORATION



                                    By: /s/ Luis Quintero
                                        ----------------------
                                            Luis Quintero
                                            President

</TEXT>
</DOCUMENT>
