Exhibit 10.21

GMAC COMMERCIAL FINANCE LLC

1290 Avenue of the Americas

New York, New York 10104

as
of February 1, 2007

PERFUMANIA, INC.

MAGNIFIQUE PARFUMES AND COSMETICS, INC.

PERFUMANIA PUERTO RICO, INC.

TEN KESEF II, INC.

251 International Parkway

Sunrise, Florida 33325



| | Re: | Amendment to Amended and Restated Revolving Credit
| | --- | --------------------------------------------------

and Security Agreement (this Amendment)

Ladies and Gentlemen:

Reference is made to certain financing arrangements 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 agent (in such capacity, Agent) for certain
institutional lenders (collectively, Lenders) pursuant to certain financing agreements with Borrowers, including, but not limited to, the Amended and Restated Revolving Credit and Security Agreement, dated as of
May 12, 2004 (as amended by the Letter re: Amendment to Revolving Credit and Security Agreement, dated as of June 1, 2005, the Letter re: Amendment to Revolving Credit and Security Agreement, dated as of September 30, 2006, and as
heretofore amended, supplemented or otherwise modified, the Credit Agreement) entered into by and among Borrowers, Agent and Lenders. Each capitalized term used herein and not otherwise defined shall have the meaning
ascribed to it in the Credit Agreement.

Borrowers have requested that Agent and Lenders agree to amend certain provisions of the Credit
Agreement as hereinafter set forth and, as an accommodation to Borrowers, Agent and Lenders have agreed to make such amendments, subject to the terms and provisions set forth in this Amendment.

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

1. Section 6.5 of the Credit Agreement (Fixed Charge Coverage Ratio) is amended and restated in its entirety
to read as follows:



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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 (for the
purposes of calculating the Fixed Charge Coverage Ratio, on a non-cumulative basis, for any given period and for only that period, landlord/tenant allowances for such period may be offset against the gross capital expenditures for such period so
long as (1) such landlord/tenant allowances are reflected in the financial statements provided to Agent for such period and (2) Borrowers have provided Agent with documentation satisfactory to Agent setting forth such landlord/tenant
allowances):



|                                                                                                                                  |  |                                                                                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Computation Period                                                                                                                |  | Fixed Charge Coverage Ratio                                                                                                                                                                                                  
|12 months ending February 3, 2007                                                                                                 |  | 1.1 : 1.0                                                                                                                                                                                                                    
|the 12 consecutive month period ending as of the end each fiscal quarter commencing with the fiscal quarter ending April 30, 2007 |  | To be determined based on 85% of the projections as set forth in Borrowers yearly business plan, delivered pursuant to Section 9.12 hereof which shall be acceptable to Agent and
Required Lenders, in their sole discretion

2. Section 7.6 of the Credit Agreement (Capital Expenditures) is amended and restated in its
entirety to read as follows:

7.6 Capital Expenditures. Contract for, purchase or make any other expenditures or commitments
for fixed or capital assets (including capitalized leases) in an amount that, if added to the amounts of all other such expenditures and commitments made by Borrowers during the twelve (12) months preceding the date of calculation, less all
landlord/tenant allowances during the twelve (12) months preceding the date of calculation (which landlord/tenant allowances may be offset against capital expenditures only so long as (1) such landlord/tenant allowances are reflected in
the financial statements provided to Agent for such period and (2) Borrowers have provided Agent with documentation satisfactory to Agent setting forth such landlord/tenant allowances), would exceed, in the aggregate, $9,500,000 (the
CapEx Limit).



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3. Section 16.4 of the Credit Agreement is amended to add subsection 16.4(f) and 16.4(g) immediately
after subsection 16.4(e), as follows:

16.4(f) Notwithstanding any provision to the contrary, any Lender (an Assigning
Lender) may assign to one or more special purpose funding vehicles (each, an SPV), which SPV shall be an affiliate of the Assigning Lender, all or any portion of its funded Advances (without the corresponding commitment
to make such Advances), without the consent of any Person or the payment of a fee, by execution of a written assignment agreement in a form agreed to by such Assigning Lender and such SPV, and may grant any such SPV the option, in such SPVs
sole discretion, to provide the Borrowers all or any part of any Advances that such Assigning Lender would otherwise be obligated to make pursuant to this Agreement. Such SPVs shall have all the rights which a Lender making or holding such Advances
would have under this Agreement, but no obligations. The Assigning Lender shall remain liable for all its original obligations under this Agreement, including its commitment to make Advances (although the unused portion thereof shall be reduced by
the principal amount of any Advances held by an SPV). Notwithstanding such assignment, the Agent and Borrowers may deliver notices to the Assigning Lender (as agent for the SPV) and not separately to the SPV unless the Agent and Borrowers are
requested in writing by the SPV (or its agent) to deliver such notices separately to it. The Borrowers shall, at the request of any Assigning Lender, execute and deliver to such Person as such Assigning Lender may designate, a promissory note in the
amount of such Assigning Lenders original Note to evidence the Advances of such Assigning Lender and related SPV.

16.4(g) Nothing
contained in this Agreement shall prohibit disclosures to any trustee, administrator, collateral manager, servicer, backup servicer, lender, rating agency or secured party of any SPV or its affiliates in connection with the evaluation,
administration, servicing of, or the reporting on, the assets or securitization activities of such SPV or its affiliates.

4. In
consideration of the amendment to the Credit Agreement provided for herein, Borrowers jointly and severely agree to pay a non refundable fee to Lender in the amount of $10,000, which fee shall be fully earned and payable as of the date hereof and
shall be charged by Lender to the account of Borrowers as of the date hereof.

5. Except as specifically set forth herein, no other changes
or modifications to the Credit Agreement are intended or implied, and, in all other respects, the Credit Agreement shall continue to remain in full force and effect in accordance with its terms as of the date hereof. Except as specifically set forth
herein, nothing contained herein shall evidence an amendment or other modification by Agent and Lenders of any other provision of the Credit Agreement.



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

7. This Amendment may be signed in counterparts, each of which shall be an original and all of which, when taken together, shall constitute one instrument. In making proof of this Amendment, it shall not be necessary
to produce or account for more than one counterpart signed by the party or parties to be charged.

[Signature Page Follows]



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Very truly yours,GMAC COMMERCIAL FINANCE LLC, as
Agent and LenderBy:Title:WACHOVIA BANK, NATIONAL ASSOCIATION as LenderBy:Title:




|                                        |  |  |  | 
|--------------------------------------- |  |  |  | 
|ACKNOWLEDGED AND AGREED:                |  | 
|                                        | 
|PERFUMANIA, INC.                        |  | 
|MAGNIFIQUE PARFUMES AND COSMETICS, INC. |  | 
|PERFUMANIA PUERTO RICO, INC.            |  | 
|TEN KESEF II, INC.                      |  | 
|                                        |  | 
|By:                                     |  |  |  | 

|                       |  |  |  |         |  | 
|---------------------- |  |  |  | ------- |  | 
|                       |  | 
|Title:                 |  |  |  | of each
|                      
|Date: February 1, 2007



Amendment as of 2/1/07