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                                                                    Exhibit 10.1


                  CONVERTIBLE NOTE REDEMPTION OPTION AGREEMENT

         This CONVERTIBLE NOTE REDEMPTION OPTION AGREEMENT (the "AGREEMENT")
dated as of February 27, 2001 (the "EFFECTIVE DATE") is entered into by and
among E Com Ventures, Inc., a Florida corporation, with headquarters located at
11701 N.W. 101st Road, Miami, Florida 33178 (the "COMPANY"), and the undersigned
(on the signature pages hereto) designated as "Holders of Convertible Notes"
(each individually, a "HOLDER" and collectively, the "HOLDERS").

         WHEREAS:

         A. Prior to the date hereof, the Company has issued to the Holders the
Company's Series A Convertible Notes on April 28, 1999, Series B Convertible
Notes on July 8, 1999, Series C Convertible Notes on March 9, 2000 and Series D
Convertible Notes on March 27, 2000 (collectively, the "NOTES"); and

         B. The Company desires to have the option to redeem the Notes, and the
Holders desire to allow the Company to have the option to redeem the Notes, upon
the terms and conditions stated in this Agreement.

         NOW THEREFORE, in consideration of the foregoing, of the mutual
covenants and agreements contained herein and of other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

         1.       REDEMPTION OF NOTES

                  a. SCHEDULED REDEMPTION. In the event that the Company elects
         to redeem a portion of the Notes in accordance with Section 1(b) below,
         on or prior to each Redemption Date (as set forth in SCHEDULE 1
         attached hereto) the Company shall pay to the Holders, in aggregate,
         the Redemption Amount corresponding to such Redemption Date as set
         forth in SCHEDULE 1 and any Redemption Amount corresponding to any
         previous Redemption Date (as set forth on SCHEDULE 1) on which the
         Company failed to pay the applicable Redemption Amount or on which the
         Company did not previously elect to redeem. If the Company has elected
         to redeem a portion of the Notes in accordance with Section 1(b) below,
         on the applicable Redemption Date, each Holder shall receive from the
         Company that Redemption Amount designated for such Holder on SCHEDULE 1
         for such applicable Redemption Date and any Redemption Amount
         corresponding to any previous Redemption Date (as set forth on SCHEDULE
         1) on which the Company failed to pay the applicable Redemption Amount
         or on which the Company did not previously elect to redeem. (SCHEDULE 2
         sets forth the components of each Holder's portion of the Redemption
         Amount on the applicable Redemption Date as applied to all Notes held
         by each Holder.) Each Holder's portion of each Redemption Amount on
         each Redemption Date shall consist of (x) the principal



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         redeemed for each of such Holder's Notes (as set forth on SCHEDULE 2)
         on such Redemption Date and (y) the additional amount for each of such
         Holder's Notes (as set forth on SCHEDULE 2) as of such Redemption Date
         determined by multiplying twenty percent (20%) by the principal
         redeemed for each of such Holder's Notes (as set forth on SCHEDULE 2)
         on such Redemption Date. Interest and, if applicable, Default Interest
         (as defined in each Note) on each Note shall continue to be calculated
         and paid in accordance with each such Note.

                  b.       MECHANICS OF REDEMPTION.

                           i. NOTICE. In the event that the Company elects to
         redeem a portion of the Notes corresponding to such Redemption Date and
         any portion of Notes corresponding to any previous Redemption Date in
         which the applicable Redemption Amount was not paid by the Company to
         the Holders, the Company shall deliver written notice, in the form
         attached hereto as EXHIBIT A (a "NOTICE OF REDEMPTION"), via facsimile
         to each Holder no later than the fifth (5th) Business Day (defined
         below) prior to the applicable Redemption Date. Each Notice of
         Redemption sent by the Company to each Holder shall indicate (i) the
         aggregate Redemption Amounts to be paid by the Company to the Holders,
         (ii) each Holder's pro rata share of each Redemption Amount paid on
         such Redemption Date and (iii) for each series of such Holder's Notes
         (A) the principal balance of Notes being redeemed, (B) the additional
         amount being paid and (C) the principal balance remaining after such
         payment. In the event that the Company fails to provide each Holder
         with the requisite written notice (in the form of EXHIBIT A) prior to
         or on the fifth (5th) Business Day prior to any Redemption Date, such
         failure shall be deemed to be constructive notice by the Company to all
         Holders that the Company has elected not to redeem the portion of the
         Notes corresponding to such Redemption Date (each, a "NOTICE FAILURE").

                           ii. PAYMENT OF REDEMPTION AMOUNT. On or prior to the
         applicable Redemption Date, if the Company has properly elected to
         redeem a portion of the Notes in accordance with Section 1(b) above,
         the Company shall pay to each Holder such Holder's portion of the
         applicable Redemption Amount (as set forth on SCHEDULE 1) and any
         Redemption Amount corresponding to any previous Redemption Date (as set
         forth on SCHEDULE 1) on which the Company failed to pay the applicable
         Redemption Amount or on which the Company did not previously elect to
         redeem. If the Company has properly elected to redeem a portion of the
         Notes and the Company fails to make full payment of the aggregate
         Redemption Amounts payable on the applicable Redemption Date, then (i)
         the Company shall pay to the Holders, on a pro rata basis (determined
         by dividing the outstanding principal balance of all Notes held by such
         Holder by the outstanding principal balance of all Notes held by all
         Holders), on the Redemption Date any funds that the Company reasonably
         determines are available, (ii) the Company shall use its best efforts
         to promptly pay to the Holders any due but unpaid Redemption Amount and
         (iii) the provisions of Section 1(c) below shall be applicable.




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                           iii. DISPUTES; MISCELLANEOUS. In the event of a
         dispute as to any determination or calculation described in this
         Agreement, the applicable Holders and the Company shall use their best
         efforts to resolve such dispute within three (3) Business Days. If such
         Holders and the Company are unable to resolve such dispute within three
         (3) Business Days, then the Company shall within two (2) Business Days
         submit each of their calculations to an independent, reputable
         accounting firm selected by such Holders and consented to by the
         Company (such consent not to be unreasonably withheld). The Company
         shall use its reasonable best efforts to cause the accountant to
         perform the determinations or calculations and notify the Company and
         the Holders of the results no later than the fifth (5th) Business Day
         after the date it receives the disputed determinations or calculations.
         Such accountant's determination or calculation shall be binding upon
         such parties absent manifest error. The Company shall be liable for all
         costs and expenses related to such determination or calculation if (A)
         the absolute value of the difference between (1) the accountant's
         determination or calculation and (2) the Company's determination or
         calculation is equal to or greater than (B) the absolute value of the
         difference between (1) the accountant's determination or calculation
         and (2) the applicable Holder's determination or calculation;
         otherwise, such costs and expenses shall be paid by such Holder.

                           iv. GENERAL PAYMENT PROVISIONS. All payments made by
         the Company under this Agreement shall be made in lawful money of the
         United States of America by wire transfer of immediately available
         funds to such accounts as the Holders may from time to time designate
         by written notice to the Company in accordance with the provisions of
         the applicable Notes. Whenever any amount expressed to be due by the
         terms of this Agreement is due on any day which is not a Business Day,
         the same shall instead be due on the next succeeding day which is a
         Business Day. For purposes of this Agreement, "BUSINESS DAY" shall mean
         any day in which the Nasdaq National Market is open for business.

                  c. REDEMPTION FAILURE. In the event that (i) the Company fails
         to make full payment of any Redemption Amount by the applicable
         Redemption Date or (ii) the Company materially breaches any
         representation, warranty, covenant or other term or condition of this
         Agreement or any Note, including without limitation the failure to pay
         fully when due any accrued but unpaid interest on any Note or (iii) a
         Notice Failure has occurred (each, a "REDEMPTION FAILURE"), then during
         the period commencing on the Business Day on which such Redemption
         Failure occurred and ending on the Business Day on which the Company
         fully cures such Redemption Failure (and for purposes of this Agreement
         in the event that the Company has caused a Notice Failure, the Company
         may only cure such Notice Failure by providing proper written notice
         (in the form of EXHIBIT A) to each Holder for a subsequent Redemption
         Date pursuant to the requirements set forth in Section 1(b)) (a
         "REDEMPTION FAILURE PERIOD") the additional conversion restrictions and
         conversion limitations described in Section 3(b)(i) below shall not be
         applicable to any of the Holders or Notes and shall be of no force and
         effect. Notwithstanding anything herein to the contrary, a Redemption
         Failure (other than a violation of any Note which constitutes an Event
         of Default, as such term is defined in the Notes) does not constitute
         an Event of Default, as such term is defined in the Notes.


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         2.       REPRESENTATIONS AND WARRANTIES.

                  a. ORGANIZATION AND QUALIFICATION. The Company is a
         corporation duly organized and validly existing in good standing under
         the laws of the jurisdiction in which it is incorporated, and has the
         requisite corporate power and authorization to own its properties and
         to carry on its business as now being conducted.

                  b. AUTHORIZATION; ENFORCEMENT; VALIDITY. (i) The Company has
         the requisite corporate power and authority to enter into and perform
         this Agreement, (ii) the execution and delivery of this Agreement by
         the Company, and the consummation by the Company of the transactions
         contemplated hereby, have been duly authorized by the Company's Board
         of Directors and, with the exception of GMAC Commercial Credit LLC, no
         further consent or authorization is required by the Company, its Board
         of Directors or its shareholders, (iii) this Agreement has been duly
         executed and delivered by the Company, and (iv) this Agreement
         constitutes the valid and binding obligations of the Company
         enforceable against the Company in accordance with its terms, except as
         such enforceability may be limited by general principles of equity or
         applicable bankruptcy, insolvency, reorganization, moratorium,
         liquidation or similar laws relating to, or affecting generally, the
         enforcement of creditors' rights and remedies.

                  c. NO CONFLICTS. The execution, delivery and performance of
         this Agreement by the Company, the performance by the Company of its
         obligations under this Agreement and the consummation by the Company of
         the transactions contemplated hereby will not (i) result in a violation
         of the Company's Articles of Incorporation, any outstanding series of
         notes or preferred stock of the Company or the Company's By-laws or
         (ii) conflict with, or constitute a default (or an event which with
         notice or lapse of time or both would become a default) under, or give
         to others any rights of termination, amendment, acceleration or
         cancellation of, any material agreement, indenture or instrument to
         which the Company is a party, or result in a violation of any law,
         rule, regulation, order, judgment or decree (including federal and
         state securities laws) applicable to the Company or by which any
         property or asset of the Company is bound or affected, except in the
         case of (ii) above where such conflict or default would not have a
         Material Adverse Effect. As used in this Agreement "MATERIAL ADVERSE
         EFFECT" means any material adverse effect on the business, properties,
         assets, operations, results of operations or financial condition of the



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         Company, taken as a whole. The Company is not in violation of any term
         of or in default under its Articles of Incorporation, any outstanding
         series of notes or preferred stock of the Company or By-laws. The
         Company is not in violation of any term of or in default under any
         contract, agreement, mortgage, indebtedness, indenture, instrument,
         judgment, decree or order or any statute, rule or regulation applicable
         to the Company, except for possible violations or defaults which would
         not have a Material Adverse Effect. The business of the Company is not
         being conducted, and shall not be conducted, in violation of any law,
         ordinance, regulation of any governmental entity, except for possible
         violations of the sections for which either individually or in the
         aggregate would not have a Material Adverse Effect. Except as
         specifically contemplated by this Agreement and as required under the
         Securities Act of 1933, as amended, the Company is not required to
         obtain any consent, authorization or order of, or make any filing or
         registration with, any court or governmental agency or any regulatory
         or self-regulatory agency in order for it to execute, deliver or
         perform any of its obligations under or contemplated by this Agreement.

                  d. NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR
         CIRCUMSTANCES. No event, liability, development or circumstance has
         occurred or exists, or is contemplated to occur, with respect to the
         Company or its business, properties, prospects, operations or financial
         condition, that would be required to be disclosed by the Company under
         applicable federal and state securities laws on a registration
         statement filed with the Securities and Exchange Commission relating to
         an issuance and sale by the Company of its common stock and which has
         not publicly been announced.

         3.       COVENANTS.

                  a.       COMPANY COVENANTS.

                           i. FILING OF FORM 8-K. Within seven (7) calendar days
         following the Effective Date, the Company shall file a Form 8-K with
         the United States Securities and Exchange Commission describing the
         terms of the transactions contemplated by this Agreement in the form
         required by the Securities Exchange Act of 1934 Act, as amended.

                           ii. BEST  EFFORTS.  The Company  shall use its best
         efforts  timely to satisfy each of the conditions to be satisfied by it
         as provided in Sections 4 of this Agreement.

                  b.       HOLDER COVENANTS.

                           i. ADDITIONAL CONVERSION LIMITATION. In addition to
         any conversion limitations or conversion restrictions set forth in each
         of the Holder's Notes, effective as of and from the Business Day
         immediately following the Effective Date up to and through the last
         Redemption Date under this Agreement (as set forth on SCHEDULE 1), each
         Holder agrees, unless such Holder has received the prior consent of the
         Company, not to convert any part of the outstanding and unpaid
         principal balance of such Holder's Notes into fully paid and
         nonassessable shares of Company common stock; PROVIDED, HOWEVER, that
         during any Redemption Failure Period, the additional conversion
         limitations described in this Section 3(b)(i) shall not be applicable
         to any of the Holders or Notes and, during such Redemption Failure
         Period, the Holders may convert their Notes in accordance with the
         terms and provisions of such Notes (as amended by any written
         contractual arrangements between the Company and the applicable Holder)
         without regard to any conversion limitation described in this Section
         3(b)(i).





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         4.       CONDITIONS TO HOLDER'S OBLIGATIONS.

                  a. The obligations of each Holder as described in this
         Agreement are subject to the satisfaction, at or before the Effective
         Date, of each of the following conditions, provided that these
         conditions are for each Holder's sole benefit and may be waived by such
         Holder at any time in its sole discretion by providing the Company with
         prior written notice thereof:

                           i. The Company  shall have  executed  this  Agreement
         and  delivered  the same to Holders' nominee;

                           ii. The representations and warranties of the Company
         shall be true and correct as of the date when made and as of the
         Effective Date as though made at that time and the Company shall have
         performed, satisfied and complied with the covenants, and agreements
         required by this Agreement to be performed, satisfied or complied with
         by the Company at or prior to the Effective Date;

                           iii. On the Effective Date, the Company shall have
         paid the first Redemption  Amount to the Holders in the manner
         satisfactory to the Holders;

                           iv. On the Effective Date, the Company shall
         reimburse the Holders for the balance of the Holders' costs and
         expenses, including without limitation attorneys' fees and expenses (in
         an aggregate amount not to exceed $25,000 of which $15,000 has
         previously been reimbursed by the Company) incurred by the Holders
         concerning the due diligence review of the contemplated transactions
         and the Company, and the negotiation and preparation of documentation
         and the consummation of the transactions contemplated thereby; and

                           v. The Company shall have delivered to the Holders'
         nominee such other documents relating to the transactions contemplated
         by this Agreement as the Holders may reasonably request.





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         5.       MISCELLANEOUS.

                  a. NO LIMITATION ON OTHER RIGHTS. Except as set forth in
         Section 3(b)(i) above, the Holders do not waive any other rights or
         remedies available to the Holders under the Notes. Interest on the
         unpaid principal balance of the Notes and Default Interest, if any,
         shall accrue and shall be paid in accordance with the terms and
         provisions of the Notes. (The parties acknowledge, assuming that the
         Company timely pays all Redemption Amounts set forth on SCHEDULE 1 to
         the Holders, that SCHEDULE 3 sets forth the interest payments and
         interest payment dates required to be paid by the Company to the
         Holders pursuant to the applicable Notes.) The rights and remedies
         provided in this Agreement shall be cumulative and in addition to all
         other rights and remedies available under the Notes, at law or in
         equity, and no remedy contained herein shall be deemed a waiver of
         compliance with the provisions giving rise to such remedy and nothing
         herein shall limit a Holder's right to pursue actual damages for any
         failure by the Company to comply with the terms of this Agreement.

                  b. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
         SALE. Any recapitalization, reorganization, reclassification, spin-off,
         distribution of securities of any Company subsidiary, consolidation,
         merger, acquisition, business combination, purchase, tender or exchange
         offer made to and accepted by the holders of more than the 50% of the
         outstanding shares of the Company's common stock, sale of all or
         substantially all of the Company's assets to another person or entity,
         or any other transaction which is effected in such a way that holders
         of Company common stock are entitled to receive (either directly or
         upon subsequent liquidation) stock, securities or assets with respect
         to or in exchange for Company common stock is referred to herein as
         "ORGANIC CHANGE." Prior to the consummation of any Organic Change
         following which the Company is not a surviving entity, the Company will
         secure from the person or entity purchasing such assets or Company
         common stock or the successor resulting from such Organic Change a
         written agreement (in form and substance satisfactory to Holders of a
         majority of the outstanding principal balance of the Notes) to assume
         all obligations and duties of the Company contained in this Agreement.

                  c. INDEMNIFICATION. In consideration of each Holder's
         execution and delivery of this Agreement and in addition to all of the
         Company's other obligations under this Agreement, the Company shall
         defend, protect, indemnify and hold harmless each Holder and all of
         their shareholders, officers, directors, employees and direct or
         indirect investors and any of the foregoing person's agents or other
         representatives (including, without limitation, those retained in
         connection with the transactions contemplated by this Agreement)
         (collectively, the "INDEMNITEES") from and against



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         any and all actions, causes of action, suits, claims, losses, costs,
         penalties, fees, liabilities and damages, and expenses in connection
         therewith (irrespective of whether any such Indemnitee is a party to
         the action for which indemnification hereunder is sought), and
         including reasonable attorneys' fees and disbursements (the
         "INDEMNIFIED LIABILITIES"), incurred by any Indemnitee as a result of,
         or arising out of, or relating to (a) any material misrepresentation or
         breach of any representation or warranty made by the Company in this
         Agreement or any other certificate, instrument or document contemplated
         hereby or thereby or (b) any material breach of any covenant, agreement
         or obligation of the Company contained in this Agreement or any other
         certificate, instrument or document contemplated hereby or thereby. To
         the extent that the foregoing undertaking by the Company may be
         unenforceable for any reason, the Company shall make the maximum
         contribution to the payment and satisfaction of each of the Indemnified
         Liabilities which is permissible under applicable law.

                  d. PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (i)
         this Agreement and applicable Notes are placed in the hands of an
         attorney for collection or enforcement or is collected or enforced
         through any legal proceeding, (ii) an attorney is retained to represent
         a Holder in any bankruptcy, reorganization, receivership or other
         proceedings affecting creditors' rights and involving a claim under
         this Agreement, or (iii) an attorney is retained to represent a Holder
         in connection with any proceeding against the Holder for breach of
         fiduciary duty in connection with this Agreement, then the Company
         shall pay to the Holder all reasonable attorneys' fees, costs and
         expenses incurred in connection therewith, in addition to all other
         amounts due hereunder.

                  e. RESTRICTION ON REDEMPTION AND DIVIDENDS. Until all of the
         Company's payment obligations have been fully satisfied as provided
         herein, the Company shall not, directly or indirectly, redeem, or
         declare or pay any dividend (whether in cash, stock or other property
         or in connection with any spin off) or distribution on, its capital
         stock without the prior express written consent of Holders of not less
         than two-thirds (2/3) of the outstanding principal balance of the
         Notes. In the event the Holders consent to such redemption, dividend or
         distribution, then the Holders on the record date for such redemption,
         dividend or distribution shall be entitled to receive on the date of
         redemption, payment or distribution of such dividend or other
         distribution the amount of cash or property equal to the cash or
         property which would be received by the Holders in the event the
         Holders owned the number of shares of Company common stock into which
         the Notes would be convertible pursuant to the terms of the Notes
         immediately prior to such record date without regard to any conversion
         limitations or conversion restrictions included in this Agreement or
         the applicable Notes.

                  f. NO  AMENDMENT OF NOTES. This  Agreement  shall not be
         construed  in any  manner as an amendment or modification to the terms
         and provisions of the Notes.

                  g. INCORPORATION OF RECITALS. The recitals portion of this
         Agreement  is  expressly incorporated into and made a part of this
         Agreement.




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                  h. GOVERNING LAW. This Agreement shall be construed and
         enforced in accordance with, and all questions concerning the
         construction, validity, interpretation and performance of this
         Agreement shall be governed by, the laws of the State of Florida,
         without giving effect to provisions thereof regarding conflict of laws.
         Each party hereby irrevocably submits to the non-exclusive jurisdiction
         of the state and federal courts sitting in the City of Miami, for the
         adjudication of any dispute hereunder or in connection herewith or with
         any transaction contemplated hereby or discussed herein, and hereby
         irrevocably waives, and agrees not to assert in any suit, action or
         proceeding, any claim that it is not personally subject to the
         jurisdiction of any such court, that such suit, action or proceeding is
         brought in an inconvenient forum or that the venue of such suit, action
         or proceeding is improper. Each party hereby irrevocably waives
         personal service of process and consents to process being served in any
         such suit, action or proceeding by mailing a copy thereof to such party
         at the address for such notices to it under this Agreement and agrees
         that such service shall constitute good and sufficient service of
         process and notice thereof. Nothing contained herein shall be deemed to
         limit in any way any right to serve process in any manner permitted by
         law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND
         AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
         HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR
         ANY TRANSACTION CONTEMPLATED HEREBY.

                  i. SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific
         provision contained in this Agreement shall limit or modify any more
         general provision contained herein. This Agreement shall be deemed to
         be jointly drafted by the Company and all Holders and shall not be
         construed against any person as the drafter hereof.

                  j. FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on
         the part of any Holder in the exercise of any power, right or privilege
         hereunder shall operate as a waiver thereof, nor shall any single or
         partial exercise of any such power, right or privilege preclude other
         or further exercise thereof or of any other right, power or privilege.

                  k. COUNTERPARTS. This Agreement may be executed in two or more
         identical counterparts, all of which shall be considered one and the
         same agreement and shall become effective when counterparts have been
         signed by each party and delivered to the other party; provided that a
         facsimile signature shall be considered due execution and shall be
         binding upon the signatory thereto with the same force and effect as if
         the signature were an original, not a facsimile signature.

                  l. HEADINGS. The headings of this Agreement are for
         convenience of reference and shall not form part of, or affect the
         interpretation of, this Agreement.



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                  m. SEVERABILITY. If any provision of this Agreement shall be
         nvalid or unenforceable in any jurisdiction, such invalidity or
         unenforceability shall not affect the validity or enforceability of the
         remainder of this Agreement in that jurisdiction or the validity or
         enforceability of any provision of this Agreement in any other
         jurisdiction.

                  n. ENTIRE AGREEMENT; AMENDMENTS. This Agreement supersedes all
         other prior oral agreements between the Holders, the Company, their
         affiliates and persons acting on their behalf with respect to the
         matters discussed herein, and this Agreement and the instruments
         referenced herein contain the entire understanding of the parties with
         respect to the matters covered herein and therein and, except as
         specifically set forth herein or therein, neither the Company nor any
         Holder makes any representation, warranty, covenant or undertaking with
         respect to such matters. No provision of this Agreement may be amended
         other than by an instrument in writing signed by the Company and
         Holders of at least two-thirds (2/3) of the outstanding principal
         balance of the Notes, and no provision hereof may be waived other than
         by an instrument in writing signed by the party against whom
         enforcement is sought.

                  o. NOTICES. Any notices, consents, waivers or other
         communications required or permitted to be given under the terms of
         this Agreement must be in writing and will be deemed to have been
         delivered: (i) upon receipt, when delivered personally; (ii) upon
         receipt, when sent by facsimile (provided confirmation of transmission
         is mechanically or electronically generated and kept on file by the
         sending party); or (iii) one (1) Business Day after deposit with a
         nationally recognized overnight delivery service, in each case properly
         addressed to the party to receive the same. The addresses and facsimile
         numbers for such communications shall be the same as the information
         included in the transaction documents concerning the Notes.

                  p. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
         upon and inure to the benefit of the parties and their respective
         successors and assigns, including any purchasers of the Notes. The
         Company shall not assign this Agreement or any rights or obligations
         hereunder without the prior written consent of Holders of at least
         two-thirds (2/3) of the outstanding principal balance of the Notes. A
         Holder may assign some or all of its rights hereunder without the
         consent of the Company, provided, however, that any such assignment
         shall not release such Holder from its obligations hereunder unless
         such obligations are assumed by such assignee and the Company has
         consented to such assignment and assumption.

                  q. NO THIRD PARTY BENEFICIARIES. This Agreement is intended
         for the benefit of the parties hereto and their respective permitted
         successors and assigns, and is not for the benefit of, nor may any
         provision hereof be enforced by, any other person.



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                  r. SURVIVAL. The agreements and covenants set forth in
         Sections 1, 3 and 5 shall survive the Closing. Each Holder shall be
         responsible only for its own representations, warranties, agreements
         and covenants hereunder.

                  s. FURTHER ASSURANCES. Each party shall do and perform, or
         cause to be done and performed, all such further acts and things, and
         shall execute and deliver all such other agreements, certificates,
         instruments and documents, as the other party may reasonably request in
         order to carry out the intent and accomplish the purposes of this
         Agreement and the consummation of the transactions contemplated hereby.

                  t. PAYMENT SET ASIDE. To the extent that the Company makes a
         payment or payments to the Holders hereunder, and such payment or
         payments or the proceeds of such enforcement or exercise or any part
         thereof are subsequently invalidated, declared to be fraudulent or
         preferential, set aside, recovered from, disgorged by or are required
         to be refunded, repaid or otherwise restored to the Company, a trustee,
         receiver or any other person under any law (including, without
         limitation, any bankruptcy law, state or federal law, common law or
         equitable cause of action), then to the extent of any such restoration
         the obligation or part thereof originally intended to be satisfied
         shall be revived and continued in full force and effect as if such
         payment had not been made or such enforcement or setoff had not
         occurred.

                  u. TERMINATION. Except for the terms and provisions of
         Sections 1, 5(c) and 5(d), the terms and provisions of this Agreement
         shall terminate on the first (1st) Business Day following the last
         Redemption Date under this Agreement (as set forth on SCHEDULE 1).

                          ***SIGNATURE PAGES FOLLOW***



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         IN WITNESS WHEREOF, the Holders and the Company have caused this
Convertible Note Redemption Option Agreement to be duly executed as of the
Effective Date.

COMPANY:                                HOLDERS OF CONVERTIBLE NOTES:

E COM VENTURES, INC.                    SERIES A CONVERTIBLE NOTE HOLDERS:

By: /s/ Ilia Lekach                     EP OPPORTUNITY FUND, L.L.C.
   --------------------------------
Name: Ilia Lekach
     ------------------------------
Title: Chief Executive Officer          By: /s/ Jeffrey Eisenberg
      -----------------------------        -------------------------------------
                                        Name: Jeffrey Eisenberg
                                             -----------------------------------
                                        Title: Manager of Eisenberg Partners,
                                               LLC, which is Manager of EP
                                               Opportunity Fund, L.L.C.
                                              ----------------------------------

                                         EP OPPORTUNITY FUND INTERNATIONAL, LTD.

                                         By: /s/ Jeffrey Eisenberg
                                            ------------------------------------
                                         Name: Jeffrey Eisenberg
                                              ----------------------------------
                                         Title: Manager of Eisenberg Partners,
                                                LLC, which is Investment
                                                Manager of EP Opportunity Fund
                                                International, Ltd.
                                               ---------------------------------







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                                       12
<PAGE>   13




                                         SERIES B CONVERTIBLE NOTE HOLDERS:

                                         CRANSHIRE CAPITAL, L.P.
                                         By:      Downsview Capital, Inc.,
                                                  the General Partner

                                                  By: /s/ Mitchell P. Kopin
                                                     ---------------------------
                                                  Name:    Mitchell P. Kopin
                                                  Title:   President

                                         S. ROBERT PRODUCTIONS, LLC

                                         By: /s/ Mitchell P. Kopin
                                            ------------------------------------
                                         Name: Mitchell P. Kopin
                                              ----------------------------------
                                         Title: President
                                               ---------------------------------

                                         THE DOTCOM FUND, LLC

                                         By: /s/ Mark Rice
                                            ------------------------------------
                                         Name: Mark Rice
                                              ----------------------------------
                                         Title: Managing Member
                                               ---------------------------------

                                         EP OPPORTUNITY FUND, L.L.C.

                                         By: /s/ Jeffrey Eisenberg
                                            ------------------------------------
                                         Name: Jeffrey Eisenberg
                                              ----------------------------------
                                         Title: Manager of Eisenberg Partners,
                                                LLC, which is the Manager of EP
                                                Opportunity Fund, L.L.C.
                                               ---------------------------------

                                         EP OPPORTUNITY FUND INTERNATIONAL, LTD.

                                         By: /s/ Jeffrey Eisenberg
                                            ------------------------------------
                                         Name: Jeffrey Eisenberg
                                              ----------------------------------
                                         Title: Manager of Eisenberg Partners,
                                                LLC, which is the Investment
                                                Manager of EP Opportunity Fund
                                                International, Ltd.
                                               ---------------------------------

                                         EP.COM FUND, L.L.C.

                                         By: /s/ Jeffrey Eisenberg
                                            ------------------------------------
                                         Name: Jeffrey Eisenberg
                                              ----------------------------------
                                         Title: Manager of Eisenberg Partners,
                                                LLC, which is Manager of EP.com
                                                Fund, L.L.C.
                                               ---------------------------------


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                                       13
<PAGE>   14



                                         SERIES C CONVERTIBLE NOTE HOLDERS:

                                         CRANSHIRE CAPITAL, L.P.
                                         By:      Downsview Capital, Inc.,
                                                  the General Partner

                                                  By: /s/ Mitchell P. Kopin
                                                     ---------------------------
                                                  Name:  Mitchell P. Kopin
                                                  Title: President

                                         S. ROBERT PRODUCTIONS, LLC

                                         By: /s/ Mitchell P. Kopin
                                            ------------------------------------
                                         Name: Mitchell P. Kopin
                                              ----------------------------------
                                         Title: President
                                               ---------------------------------

                                         THE DOTCOM FUND, LLC

                                         By: /s/ Mark Rice
                                            ------------------------------------
                                         Name: Mark Rice
                                              ----------------------------------
                                         Title: Managing Member
                                               ---------------------------------




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                                       14
<PAGE>   15



                                         SERIES D CONVERTIBLE NOTE HOLDERS:

                                         CRANSHIRE CAPITAL, L.P.
                                         By:      Downsview Capital, Inc.,
                                                  the General Partner

                                                  By: /s/ Mitchell P. Kopin
                                                     ---------------------------
                                                  Name:  Mitchell P. Kopin
                                                  Title: President

                                         EURAM CAP STRAT. "A" FUND LIMITED

                                         By: /s/ Mitchell P. Kopin
                                             -----------------------------------
                                         Name: Mitchell P. Kopin
                                              ----------------------------------
                                         Title: President of JMJ Capital, Inc.,
                                                the Investment Manager
                                               ---------------------------------

                                         THE  DOTCOM  FUND, LLC

                                         By: /s/ Mark Rice
                                            ------------------------------------
                                         Name: Mark Rice
                                              ----------------------------------
                                         Title: Managing Member
                                               ---------------------------------







                       ***CONCLUSION OF SIGNATURE PAGES***



                                       15