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                                                                    EXHIBIT 11.3

April 26, 2001

Perfumania, Inc.
Perfumania Puerto Rico, Inc.
Magnifique Parfumes and Cosmetics, Inc.
Ten Kesef II, Inc.
c/o Perfumania, Inc.
11701 NW 101 Road
Miami, FL  33178

Ladies/Gentlemen:

Reference is made to the Revolving Credit and Security Agreement between us
bearing an effective date of May 12, 2000 (the "Agreement"). All capitalized
terms not other wise defined herein shall have such meaning as are ascribed to
them under the Agreement.

This letter shall serve to confirm, that pursuant to your request, we hereby
agree to waive as Events of Default, your failure to be in compliance with the
provisions of section 6.6 and section 6.7 of the Agreement for the computation
periods ending October 28, 2000 and February 3, 2001 respectively, and your
failure to be in compliance with the provisions of section 7.6 of the Agreement
for the year ending February 3, 2001. The waiver provided by us to you in the
preceding sentence is only with respect to the sections of the agreement
referred to above, and only for the periods indicated, and should not be
construed as a waiver of the provisions of any other sections of the Agreement,
nor as a waiver of the requirements of these sections for any other time period.

In consideration of the waiver set forth above you agree to pay us a covenant
waiver fee of $50,000, payment of which may be effectuated by our charging your
loan account with us. This fee shall be in addition to any other fee charges or
interest otherwise payable by you to us under the Agreement.

This letter shall also serve to confirm that the Agreement shall be amended in
the following manner:

1.   Section 6.5 of the Agreement shall be amended by reducing the tangible Net
     Worth which Borrower shall be required to maintain thereunder for the
     quarter ending April 30, 2001 to $26,800,000, by reducing the Tangible Net
     Worth required for the quarter ending July 31, 2001 to $24,900,000, and by
     reducing the tangible Net Worth required for the period ending October 31,
     2001 to $22,800,000. For all subsequent periods said section shall remain
     unchanged.

2.   Section 6.6 of the Agreement shall be amended by deleting the number
     representing the Minimum Fixed Charge Ratio presently in effect for the 12
     month period ending April 30, 2001 and by inserting 0.48 in its place and
     stead, by deleting such number appearing therein for the 12 month period
     ending July 31, 2001 and by inserting 0.54 in its place and stead, and by
     deleting such number for the 12 month period ending October 31, 2001 and by
     inserting 0.66 in its place and stead.

3.   Section 6.7 of the Agreement shall be amended by deleting the Leverage
     Ratio presently in effect for the 12 month period ending April 30, 2001 and
     by inserting the ratio of 8.0 to 1 in its place and stead, by deleting the
     ratio presently appearing for the 12 month period ending July 31, 2001 and
     by inserting the ratio of 7.7 to 1 in its place and stead, and by deleting
     the ratio presently appearing for the 12 month period ending October 31,
     2001 and by inserting the ratio of 6.5 to 1 in its place and stead.

4.   Section 7.6 of the Agreement shall be amended by inserting the phrase "nor
     in excess of $3,000,000 for the fiscal year ending January 31, 2001"
     immediately following the dollar amount of "$4,000,000" appearing on the
     third line of said section and immediately preceding the parenthetical
     phrase appearing thereon. Said section 7.6 of the Agreement shall also be
     amended by deleting the date of "January 31, 2002" appearing on the fifth
     line of said section and by inserting the date of "January 31, 2003" in its
     place and stead.

Except as hereby or heretofore modified or amended the Agreement shall remain in
full force and effect in accordance with its original terms. If the forgoing


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correctly sets forth the agreement between us please execute this letter in the
space provided below and return an executed copy to our offices.

                                             Very truly yours,
                                             GMAC COMMERCIAL CREDIT, LLC

                                             By: /s/ Kristy Loucks
                                             Title: Vice President

Read And Agreed To:
PERFUMANIA, INC.

By: /s/ Donovan Chin                  Title: Chief Financial Officer

PERFUMANIA PUERTO RICO, INC.

By: /s/ Donovan Chin                  Title: Chief Financial Officer

MAGNIFIQUE PARFUMES AND COSMETICS, INC.

By: /s/ Donovan Chin                  Title: Chief Financial Officer

TEN KESEF II, INC.

By: /s/ Donovan Chin                  Title: Chief Financial Officer