THE SECURITIES  EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, ASSIGNED, HYPOTHECATED,
PLEDGED OR OTHERWISE  TRANSFERRED  WITHOUT  REGISTRATION  THEREUNDER  UNLESS THE
COMPANY HAS RECEIVED THE WRITTEN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
IT THAT SUCH  SALE,  ASSIGNMENT,  OR  TRANSFER  DOES NOT  INVOLVE A  TRANSACTION
REQUIRING REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                              E COM VENTURES, INC.

                      Subordinated Secured Convertible Note

$5,000,000                                                      December 9, 2004

            FOR VALUE RECEIVED, E Com Ventures, Inc., a Florida corporation (the
"Company"),  hereby  unconditionally  promises  to pay to the  order of  Stephen
Nussdorf and Glenn Nussdorf  (collectively,  the "Holder"),  on January 29, 2007
(the "Maturity Date"),  in immediately  available funds, the principal amount of
Five Million Dollars  ($5,000,000),  and to pay interest on the unpaid principal
amount  hereof at the rate set forth in Section 4. All  amounts  owed  hereunder
shall be paid in lawful  money of the  United  States of  America.  This Note is
being issued in exchange for that certain  Subordinated  Secured Promissory Note
issued  as  of  March  9,  2004,  by  the  Company's  wholly-owned   subsidiary,
Perfumania,  Inc.,  a  Florida  corporation,  to the  Holder,  in the  principal
aggregate amount of $5,000,000.

      This Note is subject to the following terms and conditions:

      1.  SECURITY.  This  Note and the  amounts  payable  hereunder,  including
principal and accrued  interest,  is secured by that Security  Agreement between
the Holder and the Company dated as of the date hereof ("Security Agreement").

      2. SUBORDINATION.  This Note and the amounts payable hereunder,  including
principal and accrued  interest  shall be  subordinate  and junior to the Senior
Bank Loans. For the purpose of this Note, "Senior Bank Loans" shall mean any and
all obligations,  liabilities and indebtedness of the Company to GMAC Commercial
Credit  LLC  (the  "Senior  Lender"),  and  all  obligations,   liabilities  and
indebtedness in connection with any such  refinancing of the indebtedness to the
Senior Lender.

      3.  PREPAYMENT.  The  outstanding  principal  balance  of this Note may be
prepaid  by the  Company at any time and from time to time,  without  premium or
penalty of any kind or nature whatsoever.


                                       1
<PAGE>

      4.  PAYMENTS OF  INTEREST.  The  Company  shall pay or cause to be paid to
Holder  interest  on the  unpaid  principal  amount  hereof  from  time  to time
outstanding  at a rate per annum equal to the then  current  Prime Rate plus one
percent quarterly in arrears on the last day of each calendar quarter commencing
on December 31, 2004 until this Note shall be paid in full. As used herein,  the
term "Prime  Rate" shall mean for each  calendar  month the prime rate listed in
the Wall Street Journal in the "Money Rates" column  published on the date which
is one Business Day (as defined  below) prior to the  beginning of such calendar
month for such  calendar  month.  If the Prime  Rate  cannot  be  determined  in
accordance with the preceding sentence,  then the Company will notify Holder and
instead  determine  the Prime Rate by using the rates  offered to prime banks by
Citibank,  N.A.  (but in all other  respects in  accordance  with the  preceding
sentence). Interest shall be calculated on the basis a 360 day year based on the
actual number of days elapsed.

            5. CONVERSION.

      (a)  The  Holder  may  convert  all or any  part of the  then  outstanding
principal amount of this Note, plus accrued interest,  into shares of the Common
Stock,  $.01 par value,  (the "Common Stock"),  of the Company at any time after
issuance  and  prior  to 5:00 pm  (EST)  on the  Maturity  Date,  at an  initial
conversion price per share of $11.25 (the "Conversion Price"), the closing price
of the Company's Common Stock on the date of this Note. No fractional  shares of
the Company's  Common Stock will be issuable upon conversion of any part of this
Note.  In lieu of any  fractional  share,  the  Company  will  deliver  the cash
equivalent of such fractional  share to the Holder,  based upon the then current
Market Price, as defined below, of such shares of Common Stock as of the date of
any such conversion.  Notwithstanding anything in this Note to the contrary, the
per share  Conversion  Price and the  number of shares of the  Company's  Common
Stock  purchasable and issuable upon  conversion  shall be adjusted from time to
time as follows:

      (i) In case  of any  reclassification,  capital  reorganization  or  other
change of outstanding shares of Common Stock, or in case of any consolidation or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the continuing  corporation and
which does not result in any reclassification,  capital  reorganization or other
change  of  outstanding  shares  of  Common  Stock),  or in case of any  sale or
conveyance  to  another  corporation  of the  property  of the  Company  as,  or
substantially  as, an entirety (other than a  sale/leaseback,  mortgage or other
financing  transaction),  the Company shall cause effective provision to be made
so that the Holder shall have the right thereafter,  by converting this Note, to
purchase the kind and number of shares of stock or other  securities or property
(including cash) received upon such reclassification,  capital reorganization or
other  change,  consolidation,  merger,  sale or  conveyance  by a holder of the
number of shares of Common Stock that might have been acquired  upon  conversion
of this Note immediately prior to such reclassification,  capital reorganization
or other change,  consolidation,  merger, sale or conveyance. Any such provision
shall include  provision for adjustments  that shall be as nearly  equivalent as
may be  practicable  to  the  adjustments  provided  for in  this  Section.  The
foregoing  provisions  shall  similarly  apply to successive  reclassifications,
capital  reorganizations and other changes of outstanding shares of Common Stock
and to successive consolidations, mergers, sales or conveyances.


                                       2
<PAGE>

      (ii) If and whenever the Company  shall grant to all of the holders of its
Common Stock,  as such,  rights or warrants to subscribe for or to purchase,  or
any options for the purchase of, Common Stock or securities  convertible into or
exchangeable  for or  carrying  a right,  warrant or option to  purchase  Common
Stock, the Company shall concurrently therewith grant to the Holder of this Note
all of such  rights,  warrants or options to which each such  Holder  would have
been entitled if, on the date of determination  of shareholders  entitled to the
rights,  warrants or options being granted by the Company,  such Holder were the
holder of record of the number of whole  shares of Common  Stock  then  issuable
upon conversion.

      (iii) In the event the Company shall issue additional shares of its Common
Stock in a stock dividend,  stock  distribution  or subdivision,  the Conversion
Price in effect immediately prior to such stock dividend,  stock distribution or
subdivision  shall,  concurrently with the effectiveness of such stock dividend,
stock distribution or subdivision,  be proportionately  decreased.  In the event
the  outstanding  shares of Common Stock shall be combined or  consolidated,  by
reclassification  or otherwise,  into a lesser number of shares of Common Stock,
the  Conversion  Price  in  effect  immediately  prior  to such  combination  or
consolidation shall,  concurrently with the effectiveness of such combination or
consolidation, be proportionately increased.

      (b) The term  "Market  Price" as used  herein  with  respect to a share of
Common Stock shall mean the reported  closing  sales price,  or, if there was no
closing  sales price on such day,  then the average of the reported  closing bid
and asked prices, in either case, on the principal  securities exchange on which
the Common  Stock is then listed or  admitted  to trading,  or, if not listed or
admitted to trading on any national securities exchange,  on the Nasdaq National
Market  System or, if the Common  Stock is not listed or  admitted to trading on
any national securities exchange or quoted on the Nasdaq National Market System,
the average of the closing bid and asked prices in the over-the-counter  market,
as reported by Nasdaq or any other inter-dealer quotation system or exchange, or
as furnished by any New York Stock  Exchange  member firm  selected from time to
time by the Company for such purpose, or, if such prices are not available,  the
fair market value set by, or in a manner  established by, the Board of Directors
of the Company in good faith.

      (c) The Company  shall  deliver a  certificate  or  certificates  for that
number of shares of the Company's Common Stock issuable on conversion as soon as
practicable  after  surrender  of this Note for  conversion,  but the  person or
persons to whom such certificates are issuable shall be considered the holder of
record  of such  shares  from the  time  this  Note is  surrendered.  Except  as
described above, this Note is not otherwise convertible into any other shares of
the  Company's  Common  Stock.  The Company has not and shall not be required to
establish any sinking fund for the repayment of this Note. Prior to the issuance
of any shares of Common Stock upon  conversion  hereof,  the holder of this Note
hereby agrees to provide the Company with any and all documentation requested by
the  Company,  including  any  representations,  regarding  the issuance of said
shares of Common Stock with respect to any conversion.

      6.  PAYMENTS.  Any  payment  hereunder  which is stated to be due on a day
which is not a Business  Day shall be made on the next  succeeding  Business Day
(and interest  shall accrue for such  extension of time).  "Business  Day" shall
mean any day other than a Saturday or Sunday or a day on which banks in New York
are authorized or required by law to be closed.


                                       3
<PAGE>

      7. DEFAULT.  The  occurrence  of any one or more of the  following  events
shall constitute an event of default (each an "Event of Default") hereunder:

      (i) if the  Company  becomes  insolvent  or  makes an  assignment  for the
benefit of creditors;

      (ii) if there shall be filed by or against the  Company any  petition  for
any relief under the  bankruptcy  laws of the United  States now or hereafter in
effect or any  proceeding  shall be commenced  with respect to the Company under
any insolvency, readjustment of debt, reorganization,  dissolution,  liquidation
or  similar  law or  statute  of any  jurisdiction  now or  hereafter  in effect
(whether  at law or in  equity),  provided  that in the case of any  involuntary
filing or the  commencement  of any involuntary  proceeding  against the Company
such  proceeding or petition shall have continued  undismissed and unvacated for
30 days; or

      (iii) if any petition or application  to any court or tribunal,  at law or
in equity,  shall be filed by or against the Company for the  appointment of any
receiver or Company for the Company or any material  part of the property of the
Company,  provided  that  in the  case of any  involuntary  filing  against  the
Company,  such  proceeding or appointment  shall have continued  undismissed and
unvacated for 30 days; or

      (iv) if the  Company  shall  fail for any  reason to make any  payment  of
principal  and/or interest  hereunder within 10 business days after such payment
is due; or

      (v) if the  Company  shall  fail for any  reason  to make any  payment  of
principal  and  interest  under any Senior Bank Loan,  within 30 days after such
payment is due.

      8. REMEDIES UPON DEFAULT; DEFAULT INTEREST.

      (i) If any Event of Default  shall occur for any  reason,  then and in any
such  event,  in  addition  to all  rights  and  remedies  of the  Holder  under
applicable law or otherwise, all such rights and remedies being cumulative,  not
exclusive and enforceable  alternatively,  successively  and  concurrently,  the
Holder may, at its option,  declare any or all amounts  owing under this Note to
be due and payable,  whereupon the then unpaid balance hereof, together with all
accrued and unpaid interest thereon, shall forthwith become due and payable.

      (ii) Upon the  occurrence  of an Event of  Default,  or upon the  maturity
hereof (by demand, acceleration or otherwise), the principal and any accrued but
unpaid  interest  owing on said  principal  sum (the  "Obligations")  shall bear
interest  from the date of  occurrence of such Event of Default or such maturity
until collection (including any period of time occurring after judgment), at the
"Default  Rate," being the lower of (A) the highest  rate allowed by  applicable
law, or (B) a simple interest rate per annum equal to 3% above the Prime Rate in
effect on the date of maturity (acceleration or otherwise). All default interest
charges  (X) shall be in  addition  to,  and not in lieu of,  any  other  remedy
available to Holder;  (Y) shall be added to the  Obligations  and secured by the
Security Agreement,  and (Z) shall not be construed as an agreement or privilege
to extend  the date of the  payment of the  Obligations,  nor as a waiver of any
other  right or remedy  accruing  to Holder by reason of the  occurrence  of any
Event of Default.


                                       4
<PAGE>

      9.  LOST,  STOLEN,  MUTILATED  OR  DESTROYED  NOTE.  If this Note shall be
mutilated, lost, stolen, or destroyed, the Company shall execute and deliver, in
exchange and substitution  for and upon  cancellation of a mutilated Note, or in
lieu of or in substitution for a lost, stolen, or destroyed Note, a new Note for
the principal amount of this Note so mutilated,  lost,  stolen, or destroyed but
only upon  receipt of evidence  (which may consist of a signed  affidavit of the
Holder) of such loss,  theft,  or destruction of such Note, and of the ownership
thereof, and indemnity all reasonably satisfactory to the Company.

      10. OTHER MATTERS

      (a) SALE OF NOTE; ASSIGNMENT.  This Note is negotiable,  and this Note may
be sold, assigned,  transferred or conveyed, by pledge or otherwise, without the
prior written consent of the Company.

      (b) MODIFICATION;  WAIVER. This Note may be amended, modified, superseded,
canceled,  renewed or extended,  and the terms  hereof may be waived,  only by a
written  instrument  signed by the  Company  and the  Holder.  Any waiver by the
Company  or the  Holder of a breach  of any  provision  of this  Note  shall not
operate as or be construed to be a waiver of any other breach of such  provision
or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or
more  occasions  shall not be  considered  a waiver or deprive that party of the
right  thereafter to insist upon strict adherence to that term or any other term
of this Note. No delay on the part of any party in exercising  any right,  power
or privilege  hereunder  shall operate as a waiver thereof or hereof,  nor shall
any waiver on the part of any party of any right,  power or privilege  hereunder
preclude  any other or  further  exercise  hereof or the  exercise  of any other
right, power or privilege  hereunder.  Any waiver must be in writing. The rights
and remedies  provided herein are cumulative and are not exclusive of any rights
or remedies which any party may otherwise have at law or in equity.

      (c)  NOTICES.  Any notice  required  or  permitted  to be given  hereunder
("Notices") shall be in writing and delivered personally or mailed by registered
or certified mail, postage prepaid and return receipt  requested,  or by fax, as
follows:  (i) if to the Company:  251 International  Parkway,  Sunrise,  Florida
33325,  Attn: A Mark Young,  fax no.  (954)  335-9179,  with a copy to:  Akerman
Senterfitt,  One Southeast Third Avenue, 28th Floor, Miami,  Florida 33131-1714.
Attn: Alan Aronson, fax no. 305 374 5095 ; and (ii) if to the Holder: 2090 Ninth
Avenue,  Ronkonkoma,  New York 11779, Attn: Fred Paliani,  fax no. 631-396 2440,
with copy to Edwards & Angell,  LLP, 750 Lexington  Avenue,  New York, New York,
10022 Attn:  Patricia Kantor,  fax no. (212) 408-4844,  or such other address as
the either party hereto may designate by Notice to the other.

      (d) SEVERABILITY.  If any provision of this Note is invalid,  illegal,  or
unenforceable,  the  balance  of this Note shall  remain in  effect,  and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and  circumstances.  The rate of interest
on this Note is subject to any limitations imposed by applicable usury laws.


                                       5
<PAGE>

      (e)  HEADINGS.  The  headings in this Note are solely for  convenience  of
reference and shall be given no effect in the construction or  interpretation of
this Note.

      (f)  GOVERNING  LAW.  This Note shall be governed by and  construed in all
respects  under  the laws of the  State of  Florida,  without  reference  to its
conflict of laws, rules or principles.

      (g) SAVING CLAUSE.  This Note is subject to the express  condition that at
no time shall the  Company be  obligated  or  required  to pay  interest  on the
principal  balance due hereunder at a rate which could subject  Holder to either
civil or  criminal  liability  as a result  of being in  excess  of the  maximum
interest rate which the Company is permitted by law to contract or agree to pay.
If by the terms of this Note,  the Company is at any time  required or obligated
to pay interest on the principal  balance due hereunder,  at a rate in excess of
such maximum rate, the interest rate shall be deemed to be  immediately  reduced
to such  maximum  rate and all  previous  payments in excess of the maximum rate
shall be deemed to have been  payments  in  reduction  of  principal  and not on
account of the  interest  due  hereunder  notwithstanding  the other  provisions
hereof.

      IN WITNESS WHEREOF, the Company has caused this Note to be executed on its
behalf by the undersigned officer thereunto duly authorized.


                                               E COM VENTURES, INC.


                                               By:/s/ Michael W. Katz
                                                  -------------------
                                                  Michael W. Katz
                                                  Chief Executive Officer


                                       6
<PAGE>

                               SECURITY AGREEMENT

      SECURITY  AGREEMENT (the "AGREEMENT") made and entered into as of December
9, 2004, by and between E Com Ventures,  Inc., a Florida corporation ("DEBTOR"),
and Stephen Nussdorf and Glenn Nussdorf (collectively "SECURED PARTY").

                                 R E C I T A L S

            A.    Debtor has executed a Subordinated Secured Convertible Note of
                  even date herewith, payable to the order of the Secured Party.

            B.    As a condition  precedent to Secured Party's acceptance of the
                  Note, Grantor grants the security interests and undertakes the
                  obligations contemplated by this Agreement.

      NOW,  THEREFORE,  in  consideration  of the premises and to induce Secured
Party to accept  the Note in  exchange  for that  certain  Subordinated  Secured
Demand  Note,  dated as of March 9, 2004,  issued by the  Debtor's  wholly-owned
subsidiary,  Perfumania,  Inc.,  a Florida  corporation,  and for other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, Debtor hereby agrees with Secured Party as follows:

      1. GRANT OF SECURITY INTEREST. As security for the payment and performance
when due of the Obligations, Debtor does hereby assign and transfer unto Secured
Party, and does hereby grant to Secured Party a continuing security interest in,
all of Debtor's right, title and interest in, to and under all of the following,
whether  now  existing  or  hereafter  acquired:  all  of  Debtor's  assets  and
properties,  whether  tangible  or  intangible,  including  without  limitation,
Debtor's  Accounts,  Inventory,  Goods,  General  Intangibles,   Chattel  Paper,
Documents and  Instruments,  and all Proceeds and products of any and all of the
foregoing (collectively, the "COLLATERAL").

      2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR. Debtor represents,
warrants and covenants as follows:

      (a) No Liens.  Debtor is, and as to  Collateral  acquired  by it after the
date hereof  will be, the owner of such  Collateral  free from any Liens,  other
than Permitted Liens, and Debtor shall defend the Collateral  against all claims
and demands of all persons at any time claiming the same of any interest therein
adverse to Secured Party.  Debtor will, at its own expense,  take such action as
may be necessary  duly to discharge any such Lien if the same shall arise at any
time.

      (b) Chief Executive Office;  Records. The chief executive office of Debtor
is located at 251  International  Parkway,  Sunrise,  Florida.  The originals or
copies of all documents evidencing the Collateral and the account and records of
Debtor  relating  thereto  are,  and will  continue  to be,  maintained  at, and
controlled  and  directed  from,  such  chief  executive  office  or at such new
locations as Debtor may establish in accordance  with this Section 2(b).  Debtor
shall not establish a new location for such chief executive  office until it has
given to Secured Party not less than thirty (30) days' prior  written  notice of
its intention so to do,  describing  such new location and providing  such other
information in connection therewith as Secured Party may reasonably request.
<PAGE>

      (c) Further Actions.  Upon written request from Secured Party, Debtor will
provide  Secured  Party with copies of such lists of and reports with respect to
the  Collateral  as Debtor  furnishes  from time to time to the holder(s) of any
Senior  Lien.  In  addition,  Debtor  will,  upon the request of Secured  Party,
execute and/or deliver to Secured Party from time to time such instruments,  and
take such further steps  relating to the  Collateral  and the property or rights
covered  by the  security  interest  hereby  granted,  which  Secured  Party may
reasonable  request to  establish  and  maintain a valid,  enforceable  security
interest in the Collateral as provided herein or to perfect, preserve or protect
its security  interest in the  Collateral,  all in  accordance  with the Uniform
Commercial  Code or any other relevant law. Debtor  authorizes  Secured Party to
file any such financing statements without the signature of Debtor.

      3. REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT.

      (a) Remedies: Obtaining the Collateral Upon Default. Subject to the rights
of the holder(s) of any Senior Lien, Debtor agrees that, if any Event of Default
shall have occurred and be continuing,  then and in every such case,  subject to
any mandatory  requirements of applicable law then in effect,  Secured Party, in
addition to any rights now or hereafter  existing  under  applicable  law, shall
have all rights as a secured creditor under the Uniform Commercial Code and may:
(i) personally,  or by agents or attorneys, take possession of the Collateral or
any part thereof, from Debtor or any other person who then has possession of any
part thereof with or without  notice or process of law, and for that purpose may
enter upon Debtor's  premises  where any of the Collateral is located and remove
the same;  and (ii) instruct the obligor or obligors on any  instrument or other
obligation constituting the Collateral to make any payment required by the terms
of such  instrument  directly  to  Secured  Party;  and  (iii)  sell,  assign or
otherwise  liquidate,  or direct Debtor to sell, assign or otherwise  liquidate,
any or all of the  Collateral  or any part thereof,  and take  possession of the
proceeds of any such sale or liquidation.

      (b)  Remedies;  Disposition  of  Collateral.  Subject to the rights of the
holder(s)  of any Senior  Lien,  any  Collateral  repossessed  by Secured  Party
pursuant to Section 3(a), and any other Collateral whether or not so repossessed
by Secured Party, may be sold,  assigned,  leased or otherwise disposed of under
one or more contracts or as an entirety,  and without the necessity of gathering
at the place of sale the property to be sold, and in general in such manner,  at
such time or times,  at such place or places and on such terms as Secured  Party
may, in compliance with any mandatory  requirements of applicable law, determine
to be commercially  reasonable.  Any such  disposition  which shall be a private
sale or other private  proceeding  permitted by such requirements  shall be made
upon not less than 10 days'  written  notice to  Debtor  specifying  the time at
which such  disposition  is to be made.  Any such  disposition  which shall be a
public sale permitted by such  requirements  shall be made upon not less than 10
days' written  notice to Debtor  specifying the time and place of such sale and,
in the absence of applicable  requirements  of law,  shall be by public  auction
after  publication  of notice of such action not less than 10 days prior thereto
in accordance with applicable law.


                                      -2-
<PAGE>

      (c) Application of Proceeds. Subject to the rights of the holder(s) of any
Senior  Lien,  the  proceeds  of any  Collateral  disposed  of by Secured  Party
pursuant to Section 3(b) shall be applied as follows:  first,  to the payment of
any and all expenses and fees (including reasonable attorneys' fees) incurred by
Secured Party in obtaining, taking possession of, removing, insuring, repairing,
storing and disposing of Collateral;  next, to the payment of the Obligations in
the following order of priority:  (i) all interest accrued and unpaid;  (ii) the
principal amount owing on the Note; and (iii) all other  Obligations then owing;
and any surplus then remaining shall be paid to Debtor, subject, however, to the
rights of the holder of any then existing Lien of which Secured Party has actual
notice.

      (d) Remedies Cumulative.  No failure or delay on the part of Secured Party
in exercising any right,  power or privilege  hereunder and no course of dealing
between  Debtor and Secured  Party or the holder of the Note shall  operate as a
waiver thereof;  nor shall any single or partial exercise of any right, power or
privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right,  power or privilege  hereunder or  thereunder.  The
rights,  powers and remedies  herein  expressly  provided are cumulative and not
exclusive of any rights,  powers or remedies which Secured Party would otherwise
have.

      (e) Power of Attorney.  Debtor  hereby  constitutes  and appoints  Secured
Party its true and lawful  attorney,  with full power after the occurrence of an
Event of Default and for so long as the same shall be continuing (in the name of
Debtor or  otherwise),  to act,  require,  demand,  receive,  compound  and give
acquittance for any and all monies and claims for monies due or to become due to
Debtor  under or arising out of the  Collateral,  to endorse any checks or other
instruments or orders in connection therewith and to file any claims or take any
action or institute any proceedings which Secured Party may deem to be necessary
or advisable in the premises,  which  appointment as attorney is coupled with an
interest.

      4. INDEMNITY. Debtor agrees to indemnify, reimburse and hold Secured Party
harmless  from  any  and  all  losses,  damages,  penalties,   claims,  actions,
judgments,   suits,  costs,  expenses  or  disbursements  (including  reasonable
attorneys'  fees and  expenses)  which may be imposed  on,  asserted  against or
incurred by Secured  Party in  connection  with the  creation,  preservation  or
protection  of  Secured  Party's  Liens  on,  and  security   interest  in,  the
Collateral,  including,  without limitation, in connection with the recording or
filing of instruments and documents in public  offices,  payment or discharge of
any taxes or Liens upon or in respect of the Collateral,  premiums for insurance
with  respect  to the  Collateral  and all other  fees,  costs and  expenses  in
connection with protecting, maintaining or preserving the Collateral and Secured
Party's interest therein, whether through judicial proceedings or otherwise. The
indemnity  obligations  of Debtor  contained in this Section 4 shall  constitute
Obligations  secured  by the  Collateral  and shall  continue  in full force and
effect  notwithstanding  the  full  payment  of the  Note  and all of the  other
Obligations.


                                      -3-
<PAGE>

      5.  DEFINITIONS.  The  following  terms  shall  have  the  meaning  herein
specified  unless the context  otherwise  requires.  Such  definitions  shall be
equally applicable to the singular and plural forms of the terms defined.

      "ACCOUNTS," "CHATTEL PAPER," "DOCUMENTS," "GOODS," "GENERAL  INTANGIBLES,"
"INSTRUMENTS,"  "INVENTORY" and "PROCEEDS"  shall have the meanings  assigned to
such terms in the Uniform Commercial Code.

      "EVENT OF  DEFAULT"  shall  mean the  occurrence  of any of the  following
events:  (a) a  "Default"  (as such  term is  defined  in the Note)  shall  have
occurred and be continuing,  (b) any  representation  or warranty made by Debtor
herein shall prove to have been false or  incorrect  in any material  respect at
the time made; or (c) Debtor shall fail to perform or observe any other covenant
or agreement to be performed or observed by it hereunder  and such failure shall
continue  unremedied  for a period of  thirty  (30) days  after  written  notice
thereof from Secured Party to Debtor.

      "LIEN" shall mean any mortgage, pledge, lien, charge, encumbrance,  lease,
exercise of rights, security interest or claim of any nature whatsoever.

      "NOTE" shall mean the Subordinated  Secured  Convertible Note of Debtor to
Secured Party dated the date hereof,  in the original  principal  amount of Five
Million Dollars ($5,000,000).

      "OBLIGATIONS"  shall mean: (a) the indebtedness of Debtor to Secured Party
pursuant to the Note;  (b) all sums  advanced by Secured  Party to preserve  the
Collateral or its security  interest in the Collateral;  and (c) in the event of
any  proceeding  for the collection or enforcement of the Note or this Agreement
after an Event of Default shall have occurred and be continuing,  the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise
disposing or realizing on the Collateral, or of any exercise by Secured Party of
its rights hereunder.

      "PERMITTED  LIENS"  shall  mean (i) the Lien  created  hereby  in favor of
Secured Party,  (ii) the first priority security interest in favor of any Senior
Lender and a second priority  security  interest in favor of Parlux  Fragrances,
Inc. (collectively, "SENIOR LIENS"), (iii) Liens for taxes either not yet due or
being  contested in good faith (and for the payment of which  adequate  reserves
have been  provided)  by  appropriate  proceedings  diligently  pursued and (iv)
materialmen's, mechanics', workmen's, landlord's, employees' or other like Liens
arising in the  ordinary  course of business for amounts the payment of which is
either  not yet  delinquent  or is being  contested  in good  faith (and for the
payment  of  which   adequate   reserves  have  been  provided)  by  appropriate
proceedings diligently pursued.

      "SENIOR LENDER" shall mean GMAC Commercial  Finance LLC and any other bank
or lending institution that extends credit to Debtor on or after the date hereof
in connection with the  refinancing of Debtor's  indebtedness to GMAC Commercial
Finance LLC or any other Senior Lender.

      "UNIFORM  COMMERCIAL  CODE" shall mean the Uniform  Commercial  Code as in
effect on the date  hereof in the State of Florida  and in any other  applicable
jurisdiction.


                                      -4-
<PAGE>

      6. MISCELLANEOUS.

      (a) Governing  Law. This  Agreement  and its  validity,  construction  and
performance  shall be governed in all respects by the internal laws of the State
of Florida  (without  reference to the conflict of laws provisions or principles
thereof).

      (b) Binding Effect;  Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns;  but  neither  this  Agreement  nor  any of  the  rights,  benefits  or
obligations  hereunder shall be assigned,  by operation of law or otherwise,  by
either  party  hereto  without  the prior  written  consent of the other  party.
Nothing in this  Agreement,  express or implied,  is intended to confer upon any
person other than the parties hereto and their respective  permitted  successors
and assigns, any rights, benefits or obligations hereunder.

      (c) Amendment;  Waiver.  This Agreement shall not be changed,  modified or
amended in any respect  except by the mutual  written  agreement  of the parties
hereto.  Any  provision of this  Agreement may be waived in writing by the party
which is entitled to the benefits  thereof.  No waiver of any  provision of this
Agreement shall be deemed to or shall constitute a waiver of any other provision
hereof  (whether  or not  similar),  nor  shall  any such  waiver  constitute  a
continuing waiver.

      (d)  Notices.  Any notice  required  or  permitted  to be given  hereunder
("Notices") shall be in writing and delivered personally or mailed by registered
or certified mail, postage prepaid and return receipt  requested,  or by fax, as
follows:  (i) if to the Company:  251 International  Parkway,  Sunrise,  Florida
33325,  Attn: A. Mark Young,  fax no. (954)  335-9179,  with a copy to:  Akerman
Senterfitt,  One Southeast Third Avenue, 28th Floor, Miami,  Florida 33131-1714.
Attn: Alan Aronson, fax no. 305 374 5095; and (ii) if to the Secured Party: 2090
Ninth  Avenue,   Ronkonkoma,  New  York  11779,  Attn:  Fred  Paliani,  fax  no.
631-396-2440,  with copy to Edwards & Angell,  LLP, 750  Lexington  Avenue,  New
York, New York,  10022 Attn:  Patricia Kantor,  fax no. (212) 408-4844,  or such
other address as the either party hereto may designate by Notice to the other.

      (e) Obligations  Absolute.  The  obligations of Debtor  hereunder shall be
absolute and  unconditional  and shall  remain in full force and effect  without
regard to,  and shall not be  released,  suspended,  discharged,  terminated  or
otherwise  affected by, any  circumstance or occurrence  whatsoever,  including,
without  limitation:  any renewal,  extension,  amendment or modification of, or
addition or  supplement  to or deletion  from,  the Note,  or any  assignment or
transfer thereof; any waiver, consent, extension,  indulgence or other action or
inaction  under or in respect of the Note or this  Agreement  or any exercise or
non-exercise of any right, remedy, power or privilege under or in respect hereof
or the Note;  the  furnishing  of  additional  security to Secured  Party or any
acceptance thereof or the sale, exchange,  release,  surrender or realization of
or upon any  security  by Secured  Party;  or any  invalidity,  irregularity  or
unenforceability of all or part of the Obligations or of any security therefor.

      (f) Debtor's Duties. It is expressly agreed,  anything herein contained to
the contrary notwithstanding,  that Debtor shall remain liable to perform all of
the  obligations  assumed by it with respect to the Collateral and Secured Party
shall not have any obligations or liabilities  with respect to any Collateral by
reason of or arising out of this Agreement,  nor shall Secured Party be required
or  obligated  in any manner to perform or  fulfill  any of the  obligations  of
Debtor under or with respect to any Collateral.


                                      -5-
<PAGE>

      (g)  Severability.  Any  term or  provision  of this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such  jurisdiction
only, be ineffective only to the extent of such prohibition or  unenforceability
without  invalidating the remaining  provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

      (h) Headings. The captions, headings and titles herein are for convenience
of  reference   only  and  shall  not  effect  the   construction,   meaning  or
interpretation of this Agreement or any term or provision hereof.

      (i) Counterparts. This Agreement may be executed through the use of one or
more  counterparts,  each of which shall be deemed an original  and all of which
shall be considered one and the same agreement, notwithstanding that all parties
are not signatories to the same counterpart.

      (j) Entire  Agreement.  This  Agreement  merges and supersedes any and all
prior   agreements,    understandings,    discussions,   assurances,   promises,
representations  or  warranties  among the parties  with  respect to the subject
matter hereof,  and contains the entire agreement among the parties with respect
to the subject matter hereof.

      (k)  Termination;  Release.  When all Obligations  have been paid in full,
this Agreement shall terminate, and Secured Party, at the request and expense of
Debtor,  will  execute and deliver to Debtor the proper  instruments  (including
Uniform Commercial Code termination  statements on form UCC-3) acknowledging the
termination  of this  Agreement,  and will duly assign,  transfer and deliver to
Debtor (without recourse and without any representation or warranty) such of the
Collateral as may be in possession of Secured Party and has not theretofore been
sold or otherwise applied or released pursuant to this Agreement.


                                      -6-
<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed  by their  duly  authorized  officers  all as of the day and year first
written above.


                                              E COM VENTURES, INC.


                                              By: /s/ Michael W. Katz
                                                  ------------------------------
                                                  Name: Michael W. Katz
                                                        ------------------------

                                                  Title: Chief Executive Officer
                                                         -----------------------



                                             -----------------------------------
                                                  Stephen Nussdorf

                                             -----------------------------------
                                                  Glenn Nussdorf


                                      -7-