Exhibit 10.16

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


                                                            As of April 29, 2004


PERFUMANIA, INC.
MAGNIFIQUE PARFUMES AND COSMETICS, INC.
PERFUMANIA PUERTO RICO, INC.
TEN KESEF II, INC.
11701 N.W. 101st Road
Miami, Florida 33178

                            Re: Waiver and Amendment

Gentlemen:

      Reference is made to the Revolving Credit and Security  Agreement dated as
of  May  12,  2000  by and  among  PERFUMANIA,  INC.,  MAGNIFIQUE  PARFUMES  AND
COSMETICS,  INC.,  PERFUMANIA  PUERTO RICO,  INC. and TEN KESEF II, INC.,  (each
individually,   a  "Borrower"  and  collectively,   the  "Borrowers")  and  GMAC
COMMERCIAL  FINANCE LLC, as successor by merger with GMAC Commercial  Credit LLC
("Lender")  (as so  amended  and as the  same now  exists  or may  hereafter  be
amended, restated, renewed, replaced,  substituted,  supplemented,  extended, or
otherwise modified,  the "Credit  Agreement") and all of the notes,  guarantees,
mortgages, instruments, agreements and other documents executed and/or delivered
in  connection  therewith  (all  of the  foregoing,  together  with  the  Credit
Agreement,  as the same may now exist,  or may  hereafter be amended,  restated,
renewed, extended,  supplemented,  substituted, or otherwise modified, the "Loan
Agreements").  All capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to them in the Credit Agreement.

      Borrowers have requested that Lender amend certain  provisions of the Loan
Agreements  and waive  certain  Events of Default  which have  occurred  and are
continuing  under the Loan  Agreements.  Subject to the terms and conditions set
forth  herein,  Lender  has  agreed to make such  amendments  and to grant  such
waivers.

      NOW,  THEREFORE,  in consideration of the foregoing and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereby agree as follows:


<PAGE>


      1. Definitions. Capitalized terms used in this agreement and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.

      2. Waivers. Borrowers hereby acknowledge, confirm and agree that Borrowers
have failed to comply with certain terms and provisions of the Credit  Agreement
for the  quarterly  period  ending  on  January  31,  2004,  including,  without
limitation,  (a)  Borrowers'  failure to comply  with  Section 6.5 of the Credit
Agreement  (Tangible Net Worth),  (b) Borrowers'  failure to comply with Section
6.6 of the Credit  Agreement  (Fixed Charge Ratio),  (c)  Borrowers'  failure to
comply  with  Section  6.7 of the  Credit  Agreement  (Leverage  Ratio)  and (d)
Borrowers'  failure to comply with Section 7.6. of the Credit Agreement (Capital
Expenditures).  As a  result  of such  noncompliance,  Events  of  Default  have
occurred and are  continuing  under  Article X (Events of Default) of the Credit
Agreement (the "Subject Events of Default").  Borrowers have requested Lender to
irrevocably  waive the Subject Events of Default,  and Lender has agreed to, and
hereby does,  irrevocably  waive such Subject  Events of Default  subject to the
terms and conditions set forth herein;  provided,  that,  Lender hereby reserves
all rights and remedies granted to Lender under the Credit  Agreement,  the Loan
Agreements,  applicable law or otherwise,  and nothing contained herein shall be
construed to limit,  impair or otherwise affect the right of Lender to declare a
default or an Event of Default  with respect to any future  non-compliance  with
any covenant, term of provision of the Credit Agreement,  the Loan Agreements or
any other  document  now or  hereafter  executed  and  delivered  in  connection
therewith.  Without  limiting the foregoing,  nothing herein contained shall, or
shall be deemed to waive any  default or Event of Default  that  Borrowers  have
failed to disclose to Lender as of the date hereof.

      3.  Amendments  to the Credit  Agreement.  The Credit  Agreement is hereby
amended as follows:

            (a) As used herein,  the following term shall have the meaning given
to it below and the Credit  Agreement and the Loan Agreements are hereby amended
to include, in addition and not in limitation, the following definition:

         ""Borrowers on a  Consolidated  Basis" except to the extent
         limited in this definition, shall mean the consolidation in
         accordance  with  GAAP of the  accounts  or other  items of
         Borrowers.  Presentations of financial  information for the
         Borrowers  on a  Consolidated  Basis shall be  consolidated
         from the  applicable  audited  or  unaudited  consolidating
         financial  statements  of E-Com  Ventures,  Inc.  Financial
         information shall not include footnote  disclosure required
         by GAAP with  respect to the  Borrowers  on a  Consolidated
         Basis,   but  shall  be  deemed  to  include  the  footnote
         disclosure  contained  in E-Com  Ventures,  Inc.'s  related
         audited or unaudited financial  statements as it relates to
         such  disclosure  related to  Borrowers  on a  Consolidated
         Basis."


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<PAGE>


            (b) The  definition  of "Fixed Charge  Coverage  Ratio" set forth in
Section  1.2 of the Credit  Agreement  is hereby  amended  and  restated  in its
entirety as follows:

         ""Fixed Charge  Coverage Ratio" shall mean as at the end of
         each  fiscal  quarter,   determined  with  respect  to  the
         Borrowers on a Consolidated  Basis, the ratio for any given
         computation  period of (a) EBITDA minus unfinanced  capital
         expenditures  to (b) the sum of (i)  the  interest  expense
         (including   all   imputed   interest   on  capital   lease
         obligations of Borrowers) plus (ii) the aggregate amount of
         all  scheduled  debt  repayments   (including  all  imputed
         principal   payments  on  capital  lease   obligations   of
         Borrowers but excluding all Revolving  Advances) plus (iii)
         cash  taxes  paid by the  Borrowers,  in all cases for such
         quarter."

            (c)  Section  6.5 of the  Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

         "6.5 Fixed Charge Coverage Ratio. Borrowers shall maintain,
         on a  consolidated  basis,  as at the  end of  each  fiscal
         quarter  (July 31,  October 31,  January 31 and April 30 in
         any given  year),  a Fixed Charge  Coverage  Ratio not less
         than the  amounts  set  forth  below  for each  computation
         period as set forth below:

         ------------------------------------- -------------------------
                                                 FIXED CHARGE
                   COMPUTATION PERIOD           COVERAGE RATIO
         ------------------------------------- -------------------------

         ------------------------------------- -------------------------
         3 months ending April 30, 2004             (2.5) : 1.0
         ------------------------------------- -------------------------
         6 months ending July 31, 2004              (0.9) : 1.0
         ------------------------------------- -------------------------
         9 months ending October 31, 2004           (1.7) : 1.0
         ------------------------------------- -------------------------
         12 months ending January 31, 2005            1.3 : 1.0
         ------------------------------------- -------------------------
         the 12  consecutive  month period     To be determined based
         ending as of the end fiscal quarter   on 85% of the projections
         commencing with the fiscal quarter    as set forth in Borrower's
         ending April 30, 2005                 yearly business plan, which
                                               shall be acceptable to
                                               Lender, in its sole
                                               discretion"


            (d)  Section  6.6 of the  Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

         "6.6  Minimum  EBITDA.   Borrowers  shall  maintain,  on  a
         consolidated  basis,  as at the end of each fiscal  quarter
         (July 31,  October 31, January 31 and April 30 in any given
         year),  EBITDA in an amount not less than the  amounts  set
         forth below for each computation period as set forth below:


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<PAGE>


         ---------------------------------------- ------------------------------
                     COMPUTATION PERIOD                     EBITDA
         ---------------------------------------- ------------------------------
         3 months ending April 30, 2004                     ($775,000)
         ---------------------------------------- ------------------------------
         6 months ending July 31, 2004                       $805,000
         ---------------------------------------- ------------------------------
         9 months ending October 31, 2004                   ($340,000)
         ---------------------------------------- ------------------------------
         12 months ending January 31, 2005                  $7,730,000
         ---------------------------------------- ------------------------------
         the 12  consecutive  month period        To be determined based
         ending as of the end fiscal quarter      on 85% of the projections
         commencing with the fiscal quarter       as set forth in Borrower's
         ending April 30, 2005                    yearly business plan, which
                                                  shall be acceptable to
                                                  Lender, in its sole
                                                  discretion"


            (e)  Section  6.7 of the  Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

            "6.7 [INTENTIONALLY DELETED]"

            (f)  Section  7.6 of the  Credit  Agreement  is hereby  amended  and
restated in its entirety as follows:

            "7.6 Capital  Expenditures.  Contract  for,  purchase or
            make any expenditure or commitments for fixed or capital
            assets (including capitalized leases) in any fiscal year
            in an amount in excess of $4,500,000."

            4. Release.  In  consideration  of the  modifications  to the Credit
Agreement made by Lender in this agreement and the performance thereof and other
good and valuable consideration, each of the Borrowers (the "Releasors") forever
releases and discharges Lender, its affiliates,  members,  officers,  directors,
consultants,  agents,  attorneys,   representatives  and  employees,  and  their
respective  successors and assigns  (collectively,  the "Released Parties") from
any and all  actions,  causes of  action,  suits,  debts,  dues,  sums of money,
accounts,  reckonings,  bonds,  bills,  specialties,  controversies,  variances,
trespasses,   damages,  judgments,   extent,  executions,   claims  and  demands
whatsoever,   in  law,   admiralty  or  equity,   without  defense,   offset  or
counterclaim,  which any of the Releasors,  directly or indirectly,  ever had or
now or can, shall or may, have against any of the Released Parties for, upon, or
by reason of any matter,  cause or thing arising under or relating to the Credit
Agreement or any other Loan Agreement and the transactions contemplated therein.
In addition to the foregoing,  each of the Releasors  agrees to forever  refrain
and forbear from commencing, assisting, instituting,  prosecuting or encouraging
others  to  institute  or  prosecute  any   litigation,   action,   arbitration,
administrative  or other  proceeding  of any kind  against  any of the  Released
Parties directly or indirectly arising out of, resulting from or relating in any
way to the subject  matter of or the fact and course of conduct  underlying  the
releases granted herein.

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<PAGE>


            5.  Acknowledgement.  Each  of the  Borrowers  hereby  acknowledges,
confirms and agrees that all amounts  charged or credited to the loan account as
of March 31, 2004 are correct and binding  upon each of the  Borrowers  and that
all  Obligations  reflected  to be due and owing in the loan account as of March
31, 2004 are due and owing without defense, offset or counterclaim.

            6. Waiver and  Amendment  Fee. In  consideration  of the waivers and
amendments set forth herein, Borrowers unconditionally agree to pay a waiver and
amendment  fee in the amount of Twenty  Five  Thousand  ($25,000)  Dollars  (the
"Waiver and  Amendment  Fee"),  which  Waiver and  Amendment  Fee shall be fully
earned  as of the date  hereof,  shall  not be  subject  to  refund,  rebate  or
proration  for any reason.  The Waiver and Amendment Fee shall be payable on May
14, 2004; except, that, as a one time accommodation to Borrowers,  Lender agrees
to waive the  Waiver  and  Amendment  Fee if, on or prior to May 14,  2004,  (a)
Lender has received the fully executed,  original Amended and Restated Revolving
Credit and Security Agreement among Borrowers,  Lender, as Documentation  Agent,
Agent and a Lender, and the other lenders from time to time parties thereto (the
"Amended Credit  Agreement") and each of the other agreements to be executed and
delivered  in  connection  therewith,  including  the  Fee  Letter;  and (b) the
transactions contemplated thereunder have closed.

            7. No Other Modifications.  Except as specifically set forth herein,
no other  changes  or  modifications  to the  Credit  Agreement  or  other  Loan
Agreements  are  intended or implied,  and,  in all other  respects,  the Credit
Agreement and the other Loan  Agreements  shall continue to remain in full force
and effect in  accordance  with their  respective  terms as of the date  hereof.
Except as specifically set forth herein, nothing contained herein shall evidence
a waiver or amendment by Lender of any other  provision of the Credit  Agreement
or any other Loan Agreement nor shall anything  contained herein be construed as
a consent by Lender to any transaction other than those  specifically  consented
to herein.  Without  limiting the foregoing,  nothing herein contained shall, or
shall be deemed to,  waive any Event of Default  of which  Lender  does not have
actual knowledge as of the date hereof, or any event or circumstance  which with
notice or passage of time, or both, would constitute an Event of Default. Lender
may waive any of such Events of Default,  but only in a specific  writing signed
by Lender.

            8. Binding Effect.  The terms and provisions of this agreement shall
be  binding  upon and  inure to the  benefit  of the  parties  hereto  and their
respective  successors and assigns; no other person, firm, entity or corporation
shall have any right, benefit or interest under this agreement.

            9.  Governing Law. The rights and  obligations  hereunder of each of
the parties  hereto  shall be  governed by and  interpreted  and  determined  in
accordance  with the  internal  laws of the  State of New York  (without  giving
effect to principles of conflict of laws).

            10. Counterparts. This agreement may be signed in counterparts, each
of which shall be an original  and all of which taken  together  constitute  one
amendment.  In making  proof of this  agreement,  it shall not be  necessary  to


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<PAGE>


produce  or  account  for more  than one  counterpart  signed by the party to be
charged.

      11. Entire  Agreement.  This agreement sets forth the entire agreement and
understanding of the parties with respect to the matters set forth herein.  This
agreement cannot be changed, modified, amended or terminated except in a writing
executed by the party to be charged.


                                               Very truly yours,

                                               GMAC COMMERCIAL FINANCE LLC

                                               By:
                                                  -----------------------------

                                               Title:
                                                     --------------------------


ACKNOWLEDGED AND AGREED:

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

By:
   -----------------------------------------------------

Title:                                          of each
      -------------------------------------------------


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