<PAGE>

                                                                 Exhibit 10.80


                        WAIVER, AMENDMENT AND CONSENT
                                       

          WAIVER, AMENDMENT AND CONSENT, dated as of February 17, 1998, among 
Dana Perfumes Corp. ("BORROWER"), the other Credit Parties party to the 
Credit Agreement referred to below, General Electric Capital Corporation, for 
itself, as Lender, and as Agent for Lenders, and the other Lenders party to 
the Credit Agreement.

                             W I T N E S S E T H:

          WHEREAS, Borrower, the other Credit Parties, Agent and Lenders are 
parties to that certain Credit Agreement dated as of March 12, 1997 (as from 
time to time amended, restated, supplemented or otherwise modified, the 
"CREDIT AGREEMENT", and unless the context otherwise requires or unless 
otherwise defined herein, capitalized terms used herein shall have the 
meanings assigned to them in the Credit Agreement); and

          WHEREAS, by letters dated February 2, 10 and 12, 1998, Borrower 
notified Agent and Lenders that the Events of Default specified on SCHEDULE A 
attached hereto have occurred, and such Events of Default are continuing on 
the date hereof (the "EXISTING EVENTS OF DEFAULT"); and

          WHEREAS, Borrower has requested that Agent and Lenders waive the 
Existing Events of Default and amend the Loan Documents as hereinafter set 
forth; and

          WHEREAS, Agent and Lenders have agreed to waive the Existing Events 
of Default and amend the Loan Documents on the terms and subject to the 
conditions as hereinafter set forth;

          NOW, THEREFORE, in consideration of the premises and mutual 
covenants contained herein, the parties hereto hereby agree as follows:

          SECTION 1.  WAIVER.  Agent and Lenders hereby waive the Existing 
Events of Default effective as of the Effective Date (as defined herein), 
except that such waiver shall not constitute a waiver of the Existing Events 
of Default for purposes of Section 6.14 of the Credit Agreement (Restricted 
Payments) until July 31, 1998, 

<PAGE>

whether or not Borrower is in compliance with any of the financial covenants 
set forth the Credit Agreement that are tested after the date hereof.

          SECTION 2.  CONSENT.  Effective as of the Effective Date, and 
notwithstanding Section 6.1 of the Credit Agreement, Agent and Lenders hereby 
consent to the amalgamation of MEM Company (Canada) Limited and Houbigant 
(1995) Limited to continue as Houbigant (1995) Limited.  The Credit Parties 
hereby represent and warrant to Agent and Lenders that as a result of such 
amalgamation there has been no impairment to the terms or priority of the 
security in the Collateral held by Agent and Lenders.  The Credit Parties 
agree that not later than March 3, 1998, they shall comply with the terms of 
the third proviso of Section 6.1 of the Credit Agreement (I.E., clauses (A), 
(B) and (C) thereof).

          SECTION 3.  RESTRICTED PAYMENTS.  Notwithstanding anything set 
forth to the contrary in Section 6.14 to the Credit Agreement, from and after 
the date hereof no Credit Party shall make a Restricted Payment specified in 
Sections 6.14(e) and 6.14(n) with respect to Kidd Kamm Fees.  It is 
understood that certain other Restricted Payments are expressly prohibited by 
Section 6.14 of the Credit Agreement as a result of the Existing Events of 
Default, which have not been waived pursuant to Section 1 of this Waiver, 
Amendment and Consent with respect to Section 6.14 of the Credit Agreement.  
It is also understood that those payments by Parent of $12,500 per month to 
Terry Theodore for rendering services to Parent as Chairman of its Board of 
Directors (and those dividends to Parent in an amount to pay such monthly fee 
when due and payable) which reduce the Kidd Kamm Fees accrual shall not be 
treated as "Kidd Kamm Fees" for this purpose.

          SECTION 4.  AMENDMENTS TO FINANCIAL COVENANTS.  The Credit 
Agreement is hereby amended effective on the Effective Date, as follows:

          (a) MINIMUM EBITDA.  Paragraph (b) of ANNEX G to the Credit 
Agreement is amended by deleting "$26,000,000" as the amount of minimum 
EBITDA for the 12-month period ended on the Fiscal Quarter ending March 31, 
1998, and substituting therefor the amount of "$4,400,000".

          (b) MAXIMUM LEVERAGE RATIO.  Paragraph (c) of ANNEX G to the Credit 
is amended by adding the following phrase to the end thereof: ", except for 
the Fiscal Quarter ending March 31, 1998, in which case the Leverage Ratio 
shall not be in excess of 12.50 to 1.0".

          (c) MINIMUM INTEREST COVERAGE RATIO.  Paragraph (d) of ANNEX G to 
the Credit Agreement is amended by deleting "1.50" as the minimum Interest 
Coverage 

                                      2
<PAGE>

Ratio for the 12-month period ended on the Fiscal Quarter ending March 31, 
1998, and substituting therefor the ratio of "0.23".

          (d) EBITDA AND RESTRUCTURING CHARGES.  Solely for the purpose of 
testing minimum EBITDA, maximum Leverage Ratio and minimum Interest Coverage 
Ratio Financial Covenants at March 31, 1998, there shall be added to the 
items listed in clause (c) of the definition of "EBITDA" in ANNEX A to the 
Credit Agreement the following item: "restructuring charges for such period 
in an aggregate amount not to exceed $11,600,000".

          SECTION 5.  FINANCIAL INFORMATION AND COMPLIANCE CERTIFICATE FOR 
FISCAL QUARTER ENDING JUNE 30, 1998.  Notwithstanding anything set forth to 
the contrary in paragraph (b) of ANNEX E to the Credit Agreement, Borrower 
shall deliver or cause to be delivered to Agent and Lenders by July 27, 1998, 
the preliminary financial information as available to Borrower as of such 
date, Compliance Certificate and other certificates and information required 
to be delivered with respect to the Fiscal Quarter ending June 30, 1998.  It 
is expressly agreed that for purposes of the preceding sentence, Borrower's 
failure to deliver such information and certificates by July 27, 1998 shall 
constitute an immediate Event of Default, and the cure period specified in 
Section 8.1(c) of the Credit Agreement shall be disregarded.

          SECTION 6.  OVERADVANCES; INTEREST RATE; CONVERSION TO INDEX RATE 
LOANS.  Notwithstanding anything set forth to the contrary in the Credit 
Agreement (particularly Sections 1.1(a)(iii) and 1.4 thereof), from and after 
the Effective Date and until July 31, 1998 (the "OVERADVANCE PERIOD"):

          (a) Lenders consent to Agent making Overadvances in its sole 
discretion to Borrower on behalf of Revolving Lenders in an aggregate amount 
not to exceed $6,000,000 at any time, and Lenders agree that they shall not 
have the right to revoke prospectively the authority of the Agent to make 
such Overadvances during the Overadvance Period.

          (b) All Overadvances shall constitute Index Rate Loans, shall bear 
interest at the Index Rate plus 4.00% per annum and shall be payable on 
demand.

          (c) Borrower shall pay interest with respect to Revolving Credit 
Advances (other than Overadvances) at the Index Rate plus 2.00% per annum.

          (d)  Each LIBOR Loan outstanding on the Effective Date shall be 
converted on such date to an Index Rate Loan, subject to payment of LIBOR 
breakage costs in accordance with Section 1.12(b) of the Credit Agreement if 
such conversion is 

                                      3
<PAGE>

made prior to the expiration of the LIBOR Period applicable thereto, and all 
Loans outstanding during the Overadvance Period shall be Index Rate Loans.

          SECTION 7.  PLEDGE OF STOCK OF DOMESTIC AND CANADIAN SUBSIDIARIES. 

          (a) SCHEDULE B hereto sets forth a list of each domestic Subsidiary 
and each Canadian Subsidiary of each Credit Party.  Part A of SCHEDULE I to 
the Pledge Agreement is hereby amended to add thereto SCHEDULE B hereto.  
Each such domestic Subsidiary and Canadian Subsidiary shall constitute a 
Pledged Entity (as defined in the Pledge Agreement) for purposes of the 
Pledge Agreement, and 100% of the issued and outstanding Stock of each 
domestic Pledged Entity and 66% of the issued and outstanding Stock of each 
Canadian Pledged Entity shall constitute Pledged Shares (as defined in the 
Pledge Agreement).  If a Canadian Pledged Entity's constanting documents 
contain a restriction on the right to transfer its shares then, in order to 
better perfect Agent's and Lenders' security in the Pledged Shares of such 
Pledged Entity, the certificates delivered to Agent shall be registered in 
Agent's name and the Credit Parties shall deliver to Agent a copy of the 
share register of such Canadian Pledged Entity showing Agent as the 
registered owner of the Pledged Shares of such Pledged Entity certified by 
the corporate secretary of such Pledged Entity as being true and complete, 
all in form and substance satisfactory to Agent.

          (b) Notwithstanding anything set forth to the contrary in the 
Pledge Agreement, each reference to 66% of the issued and outstanding shares 
of Stock of a Pledged Entity in the Pledge Agreement shall mean, with respect 
to a domestic Pledged Entity, 100% of the issued and outstanding Stock of 
such domestic Pledged Entity.

          (c) Any Credit Party forming or acquiring any domestic or Canadian 
Subsidiary pursuant to the Credit Agreement shall immediately execute and 
deliver to Agent a Pledge Amendment with respect to such Subsidiary, and 
deliver to Agent all certificates representing or evidencing the Pledged 
Shares (as defined in the Pledge Agreement) accompanied by duly executed 
instruments of transfer or assignment in blank, all in a form and substance 
satisfactory to Agent; PROVIDED that, if such Subsidiary is subject to 
private company restrictions of Canada then, in order to better perfect 
Agent's and Lenders' security in the Pledged Shares of such Canadian 
Subsidiary, the certificates delivered to Agent shall be registered in 
Agent's name and the Credit Parties shall deliver to Agent a copy of the 
share register of such Canadian Subsidiary showing Agent as the registered 
owner of the Pledged Shares of such Canadian Subsidiary certified by the 
corporate secretary of such Canadian Subsidiary as being true and complete, 
all in form and substance satisfactory to Agent and its counsel.

                                      4
<PAGE>

          SECTION 8.  NORTHVALE MORTGAGE AND BOUCHERVILLE HYPOTHEC. 
Notwithstanding Section 5.9(b) of the Credit Agreement, Borrower and/or the 
applicable Credit Parties shall deliver to Agent the Northvale Mortgages 
covering the unsold Northvale Properties by March 12, 1998, together with the 
other documents, instruments and legal opinions contemplated by Section 
5.9(b) of the Credit Agreement.  Notwithstanding Section 5.9(c) of the Credit 
Agreement, Borrower and/or the applicable Credit Parties shall deliver to 
Agent the Boucherville Hypothec covering the Boucherville Property by March 
12, 1998, together with the other documents, instruments and legal opinions 
contemplated by Section 5.9(c) of the Credit Agreement.

          SECTION 9.  APPRAISALS OF BUILDINGS LOCATED IN MOUNTAINTOP, 
PENNSYLVANIA.  Borrower shall deliver to Agent by March 13, 1998, appraisals 
as to each building on Real Estate owned by each Credit Party located in 
Mountaintop, Pennsylvania, each of which shall be in form and substance 
satisfactory to Agent.

          SECTION 10.  BUSINESS PLAN.  Borrower shall deliver or cause to be 
delivered to Agent and Lenders, as soon as available, but no later than April 
30, 1998, an action oriented business plan and financial forecast for the 
Credit Parties developed by Borrower and Arthur Andersen LLP for the fiscal 
year ending March 31, 1999.

          SECTION 11.  UNDERSTANDING REGARDING FINANCIAL COVENANT DEFAULTS. 
Borrower has advised Agent and Lenders that Borrower may not be able to 
comply with the minimum EBITDA, maximum Leverage Ratio and minimum Interest 
Coverage Ratio Financial Covenants to be tested on June 30, 1998 and 
thereafter.  It is understood among the parties hereto that a Default or 
Event of Default resulting solely from the failure to comply with such 
Financial Covenants shall not be deemed to have occurred prior to June 30, 
1998 (I.E., the date on which such covenants are tested).

          SECTION 12.  FEES.  In consideration of the waivers, amendments and 
consent herein, Borrower shall pay on the Effective Date to Agent a fee of 
$450,000, to be divided among the Lenders executing this Waiver, Amendment 
and Consent based on their Pro Rata Share (the "Amendment Fee").

          SECTION 13.  REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES. 
The Credit Parties represent and warrant to Agent and each Lender as follows:

          (a) The execution, delivery and performance by each Credit Party of 
this Waiver, Amendment and Consent (and each of the other documents to be 
executed by such Person pursuant hereto) and the creation of all Liens 
provided for herein: (1) are within such Person's corporate power; (2) have 
been duly authorized by all necessary or proper corporate and shareholder 
action; (3) do not contravene any provision of such Person's charter or 
bylaws; (4) do not violate any law or regulation, 

                                      5
<PAGE>

or any order or decree of any Governmental Authority; (5) do not conflict 
with or result in the breach or termination of, constitute a default under or 
accelerate or permit the acceleration of any performance required by, any 
indenture, mortgage, deed of trust, lease, agreement or other instrument to 
which such Person is a party or by which such Person or any of its property 
is bound; (6) do not result in the creation or imposition of any Lien upon 
any of the property of such Person other than those in favor of Agent, on 
behalf of itself and Lenders, pursuant to the Loan Documents; and (7) do not 
require the consent or approval of any Governmental Authority or any other 
Person.

          (b) This Waiver, Amendment and Consent and the other documents to 
be executed and delivered by the Credit Parties have been duly executed and 
delivered by each Credit Party and this Waiver, Amendment and Consent and the 
Loan Documents as amended hereby constitute the legal, valid and binding 
obligation of such Credit Party enforceable against it in accordance with 
their terms.

          (c) After giving effect to the waivers, amendments and consents 
contained in this Waiver, Amendment and Consent, each of the representations 
and warranties of the Credit Parties contained in the Credit Agreement and 
each of the other Loan Documents shall be true and correct on and as of the 
Effective Date as if made on such date, except to the extent any such 
representation or warranty expressly relates to an earlier date and except 
for changes therein expressly permitted or expressly contemplated by such 
agreements.

          (d) After giving effect to the waivers, amendments and consents 
contained in this Waiver, Amendment and Consent, no Default or Event of 
Default shall be continuing except with regard to Section 6.14 of the Credit 
Agreement as contemplated by Section 1 of this Waiver, Amendment and Consent.

          SECTION 14.  CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS 
WAIVER, AMENDMENT AND CONSENT.  This Waiver, Amendment and Consent shall 
become effective as of the first date on which each of the following 
conditions shall have been satisfied or provided for in a manner satisfactory 
to Agent, or waived by Agent and Requisite Lenders (such date is referred to 
herein as the "Effective Date"):

          (a) Agent shall have executed this Waiver, Amendment and Consent.

          (b) Agent shall have received, in form and substance satisfactory 
to Agent, this Waiver, Amendment and Consent, duly executed and delivered by 
Borrower, the other Credit Parties and Requisite Lenders.

                                      6
<PAGE>

          (c) Agent on behalf of Lenders executing this Waiver, Amendment and 
Consent shall have received the Amendment Fee.

          (d) Agent shall have received, in form and substance satisfactory 
to Agent, Pledge Amendments, duly executed and delivered by each Credit 
Party, pledging 100% of the issued and outstanding Stock of each domestic 
Subsidiary and 66% of the issued and outstanding Stock of each Canadian 
Subsidiary, share certificates (registered in Agent's name in the case of 
Stock of a Canadian Subsidiary) representing all of the outstanding Stock 
being pledged pursuant to the Pledge Amendments and, except in the case of 
share certificates representing Stock of a Canadian Subsidiary, stock powers 
for such shares certificates executed in blank in form and substance 
satisfactory to Agent.

          (e) Agent shall have received a copy of the share register of each 
Canadian Pledged Entity showing Agent as the registered owner of the Pledged 
Shares of such Pledged Entity certified by the corporate secretary of such 
Pledged Entity as being true and complete, all in form and substance 
satisfactory to Agent.

          (f) Agent shall have received duly executed originals of an opinion 
of Brownstein Hyatt Farber & Strickland, P.C., special counsel to the Credit 
Parties, and an opinion of McCarthy, Tetrault, special counsel to the Credit 
Parties, in form and substance satisfactory to Agent and its counsel, dated 
the Effective Date.

          SECTION 15.  REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.  (a) On 
and after the Effective Date, each reference in the Loan Documents to "this 
Agreement", "herein", "hereof", "hereunder" or words of similar import, shall 
mean and be a reference to such Loan Document as amended hereby. 

          (b) Except as specifically amended above, the Credit Agreement, the 
Notes and all other Loan Documents shall remain in full force and effect and 
are hereby ratified and confirmed.

          (c) The execution, delivery and effectiveness of this Waiver, 
Amendment and Consent shall not, except as expressly provided herein, operate 
as a waiver of any right, power or remedy of Lenders under any of the Loan 
Documents, nor constitute a waiver of any provision of any of the Loan 
Documents.

          SECTION 16. FEES AND EXPENSES.  Borrower agrees to reimburse Agent 
for all reasonable out-of-pocket fees, costs and expenses, including the 
reasonable fees, costs and expenses of counsel or other advisors in 
connection with the preparation, execution, and delivery of this Waiver, 
Amendment and Consent.

                                      7
<PAGE>

          SECTION 17.  GOVERNING LAW.  THIS WAIVER, AMENDMENT AND CONSENT AND 
THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND 
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO 
CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE 
UNITED STATES OF AMERICA.

          SECTION 18.  SECTION TITLES.  Section titles contained in this 
Waiver, Amendment and Consent are and shall be without substantive meaning or 
content of any kind whatsoever and are not a part of the agreement between 
the parties hereto.

          SECTION 19.  COUNTERPARTS.  This Waiver, Amendment and Consent may 
be executed in any number of separate counterparts, each of which shall 
collectively and separately constitute one agreement.


                           [Signature Pages Follow]
                                       





                                      8
<PAGE>

          IN WITNESS WHEREOF, this Waiver, Amendment and Consent has been 
duly executed as of the date first written above.

                                    DANA PERFUMES CORP.
                     
                     
                                    By:
                                        ---------------------------------
                                        Name:  
                                        Title:  
                     
                                       Other Credit Parties:
                     
                                    RENAISSANCE COSMETICS, INC.
                                    COSMAR CORPORATION
                                    RCI CHINA, INC.
                                    GREAT AMERICAN COSMETICS, INC.
                                    HOUBIGANT (1995) LIMITED
                                    MEM COMPANY, INC.
                                    TINKERBELL, INC.
                                       (F/K/A MARTON FRERES, INC.)
                                    RENAISSANCE INTERNATIONAL
                                       EXPORT, INC.
                     
                     
                                    By:
                                        ---------------------------------
                                        Name:  
                                        Title:  


                                      9
<PAGE>

                                    GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Agent and Lender
           
           
                                    By:
                                        ---------------------------------
                                        Name:  
                                        Title: Duly Authorized Signatory
           
           
                                    NATIONAL CITY COMMERCIAL FINANCE, INC.,
                                        as Lender
           
           
                                    By:
                                        ---------------------------------
                                        Name:  
                                        Title: 
           
           
                                    PNC BANK, N.A.,
                                         as Lender
           
           
                                    By:
                                        ---------------------------------
                                        Name:  
                                        Title: 


                                      10

<PAGE>

                                                                    SCHEDULE A


                              EXISTING EVENTS OF DEFAULT


1.   Events of Default under Section 8.1(b) of the Credit Agreement arising as a
     result of Borrower's failure to comply with (i) the Minimum EBITDA
     Financial Covenant for the 12-month period ended on the Fiscal Quarter
     ending December 31, 1997, (ii) the Maximum Leverage Ratio Financial
     Covenant at the end of the Fiscal Quarter ending December 31, 1997, and
     (iii) the Minimum Interest Coverage Ratio Financial Covenant for the 12-
     month period ended on the Fiscal Quarter ending December 31, 1997, as set
     forth in paragraphs (b), (c) and (d) of ANNEX G to the Credit Agreement,
     respectively.

2.   Event of Default under Section 8.1(b) of the Credit Agreement arising as a
     result of the Credit Parties' failure to deliver the documentation required
     by the provisions of Section 6.1 of the Credit Agreement in connection with
     the amalgamation of MEM Company (Canada) Limited and Houbigant (1995)
     Limited.
 



                                      11
<PAGE>

                                                                     SCHEDULE B

<TABLE>
                                    PLEDGED SHARES
--------------------------------------------------------------------------------------
                                                   Stock                 Percentage of
                                     Class of   Certificate   Number of   Outstanding
Pledgor            Pledged Entity      Stock        Nos.       Shares*       Shares
--------------------------------------------------------------------------------------
<S>                <C>               <C>        <C>           <C>        <C>
Renaissance        Cosmar             Common        1, 1M         200         100%
Cosmetics, Inc.    Corporation                   
--------------------------------------------------------------------------------------
Renaissance        RCI China, Inc.    Common          1           100         100%
Cosmetics, Inc.                                  
--------------------------------------------------------------------------------------
Cosmar             Dana Perfumes      Common      1M, 1H, 2       310         100%
Corporation        Corp.                         
--------------------------------------------------------------------------------------
Cosmar             Great American     Common         3, 4         200         100%
Corporation        Cosmetics, Inc.               
--------------------------------------------------------------------------------------
Dana Perfumes      MEM Company,       Common          1D        1,000         100%
Corp.              Inc.                          
--------------------------------------------------------------------------------------
Dana Perfumes      Houbigant          Common         2, 3         200          66%
Corp.              (1995) Limited                
--------------------------------------------------------------------------------------
Dana Perfumes      Renaissance        Common          1           100         100%
Corp.              International                 
                   Export, Inc.                  
--------------------------------------------------------------------------------------
MEM Company,       Tinkerbell, Inc.   Common         1            25          100%
Inc.
--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------
</TABLE>

* Amount shown is 100% of stock owned by Pledgor.


                                      12