##### 



Exhibit 11.4

GMAC COMMERCIAL CREDIT LLC
1290 Avenue of the Americas
New York, New York 10104

as of April 29,

2002

PERFUMANIA, INC.
MAGNIFIQUE PARFUMES AND COSMETICS, INC.
PERFUMANIA PUERTO RICO, INC.
TEN KESEF II, INC.

11701 N.W. 101st Road
Miami, Florida 33178

Re: Amendment to Revolving Credit and Security Agreement

Gentlemen:

Reference is made to certain financing arrangements by and among
PERFUMANIA, INC., MAGNIFIQUE PARFUMES AND COSMETICS, INC., PERFUMANIA PUERTO
RICO, INC., TEN KESEF II, INC., and PERFUMANIA.COM, INC. (each individually, a
Borrower and collectively, the Borrowers) and GMAC Commercial Credit LLC
(Lender) pursuant to certain financing agreements with Borrowers, including,
but not limited to, the Revolving Credit and Security Agreement, dated as of
May 12, 2000 (as amended, the Credit Agreement) entered into by and among
Borrowers and Lender (the foregoing, together with all related documents,
agreements, guarantees, instruments or notes delivered in connection therewith,
as the same may now exist or may hereafter be amended, modified, supplemented,
renewed or extended, are collectively referred to herein as the Loan
Documents). All capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to them in the Credit Agreement.

Borrowers have requested that Lender agree to amend certain provisions

of
the Credit Agreement and Lender has agreed to do so, subject to the terms and
provisions set forth in this letter Re: Amendment to Revolving Credit and
Security Agreement (the Amendment).

In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:



|1. |  | Effective as of the date hereof, the Credit Agreement is hereby amended as
follows:
|-- |  | -----------------------------------------------------------------------------------



| | (a) |  | Section 6.5 (Tangible Net Worth) is amended and restated in its
entirety as follows:
| | --- |  | ------------------------------------------------------------------------------------

1



---



##### 





| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.5. Tangible Net Worth. Borrowers shall maintain, on a
consolidated basis, as at the end of each fiscal quarter (July 31,
October 31, January 31 and April 30 in any given year), a Tangible
Net Worth not less than the amounts set forth below for each period
as set forth below:

|                   |  |                                                                                                                                                                                                                                               
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fiscal Quarter End |  | Minimum Tangible Net Worth                                                                                                                                                                                                                    
|                   |  |                                                                                                                                                                                                                                               
|April 30, 2002     |  | $24,450,000                                                                                                                                                                                                                                   
|July 31, 2002      |  | $22,900,000                                                                                                                                                                                                                                   
|October 31, 2002   |  | $21,300,000                                                                                                                                                                                                                                   
|January 31, 2003   |  | and as of the end of each fiscal
quarter thereafter an amount
equal to the sum of (i)
$27,000,000 plus (ii) fifty
percent (50%) of the
cumulative Net Income of the
Borrowers for each fiscal year
commencing with Borrowers 2003
fiscal year



| | (b) |  | Section 6.7 (Leverage Ratio) is amended and restated in its entirety as
follows:
| | --- |  | --------------------------------------------------------------------------------



| |                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6.7. Leverage Ratio. Borrowers shall maintain, on a
consolidated basis, as at the end of each fiscal quarter (July 31,
October 31, January 31 and April 30 in any given year), a Leverage
Ratio not more than the amounts set forth below for each
computation period set forth below:

|               |  |                                                                      |  |                                                         
|-------------- |  | -------------------------------------------------------------------- |  | --------------------------------------------------------
|Maximum        |  |                                                                      |  |                                                         
|Leverage Ratio |  | Date                                                                 |  | Computation Period                                      
|               |  |                                                                      |  |                                                         
|6.6 to 1       |  | April 30, 2002                                                       |  | 12 months ending 4/30/2002                              
|6.4 to 1       |  | July 31, 2002                                                        |  | 12 months ending 7/31/2002                              
|5.6 to 1       |  | October 31, 2002                                                     |  | 12 months ending 10/31/2002                             
|5.0 to 1       |  | January 31, 2003
and as of the end of
each fiscal quarter
thereafter |  | 12 months ending as of the end
of the applicable fiscal

2.     In consideration of the amendments to the Credit Agreement provided
herein, Borrowers jointly and severely agree to pay a non-refundable fee to
Lender in the amount of $40,000, which fee shall be fully earned and payable as
of the date hereof and shall be charged by Lender to the account of Borrowers
as of the date hereof.

3.     Except as specifically set forth herein, no other changes or

modifications
to the Credit Agreement are intended or implied, and, in all other respects,
the Credit Agreement shall continue to remain in full force and effect in
accordance with its terms as of the date hereof. Except as specifically set
forth herein, nothing contained herein shall evidence an amendment by Lender of
any other provision of the Credit Agreement nor shall anything contained herein
be construed as a consent by Lender to any transaction other than those
specifically consented to herein.

2



---



##### 



4.     The terms and provisions of this Amendment shall be for the benefit of

the
parties hereto and their respective successors and assigns; no other person,
firm, entity or corporation shall have any right, benefit or interest under
this Amendment. This Amendment sets forth the entire agreement and
understanding of the parties with respect to the matters set forth herein.
This Amendment cannot be changed, modified, amended or terminated except in a
writing executed by the party to be charged.

5.     This Amendment may be signed in counterparts, each of which shall be

an
original and all of which taken together constitute one amendment. In making
proof of this Amendment, it shall not be necessary to produce or account for
more than one counterpart signed by the party to be charged.



| | Very truly yours,
| | -----------------



| | GMAC COMMERCIAL CREDIT LLC
| | --------------------------



| | By: /s/ Kristy Loucks
| | ---------------------



| | Title: Vice President
| | ---------------------

ACKNOWLEDGED AND AGREED:

PERFUMANIA, INC.
MAGNIFIQUE PARFUMES AND COSMETICS, INC.
PERFUMANIA PUERTO RICO, INC.
TEN KESEF II, INC.

By: /s/ Donovan Chin
title: Chief Financial Officer of each

3