Re: Lease Agreement (the "Lease") effective September 1, 2002 between Victory Investment Group LLC ("Landlord") and Perfumania, Inc. ("Tenant") for the land and improvements located at 251 International Drive, Sunrise, Florida 33325.

Exhibit 10.4

Perfumania, Inc.

251 International Parkway

Sunrise, Florida 33325

June 24, 2004

Victory Investment Group LLC

85 Newfield Avenue

Edison, New Jersey 08837

Re: Lease Agreement (the “Lease”) effective September 1, 2002 between Victory Investment Group LLC (“Landlord”) and Perfumania, Inc. (“Tenant”) for the land and improvements located at 251 International Drive, Sunrise, Florida 33325.

Dear Mrs. Monga:

Tenant, has requested a modification of Section 21 of the Lease and Landlord has requested a modification of Section 22 of the Lease. Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, Landlord and Tenant hereby agree to modify the Lease as started herein, effective as of the date hereof. All capitalized terms herein shall have the same meanings as established in the Lease unless otherwise expressly provided herein.

1. Section 21 of the Lease is hereby modified to provide:

Section 21. Assignment and Subletting . Tenant shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the Premises or any portion thereof, without the prior written consent of Landlord, which consent may be withheld at the sole discretion of Landlord; provided, however, that in the event of a sublease or assignment, Landlord’s consent shall not be unreasonably withheld or delayed. Landlord’s consent to any assignment, subletting, occupation or use by any other person shall not be deemed to be a consent to any subsequent assignement, subletting, occupation or use by another person. If Landlord shall consent to any assignment, the assignee shall assume all obligations of Tenant hereunder pursuant to an agreement reasonably satisfactory to Landlord, but Tenant shall not be relieved of any liability hereunder. In the event of any default by the assignee in the performance of any of the terms hereof, no notice of such default or demand of any kind need be served on Tenant to hold it liable to Landlord. If Tenant is a corporation, any transfer, sale, pledge or other disposition of the capital stock of Tenant or any change in the power to vote the majority of the outstanding capital stock of Tenant, shall be deemed to be an assignment of this Lease. Without limiting Landlord’s right to approve or disapprove any assignment or subletting, Landlord intends to withhold its consent to any assignment of this Lease or subletting of the Premises (or any part thereof) if (i) such proposed assignment or subletting is to any person or entity which shall then be a tenant, sub-tenant or occupant of any part of the Building, or (ii) such proposed subletting is at a rental rate less than the rental rates then being charged under leases being entered into by Landlord for comparable space in the Building. (iii) such assignment or subletting is to an agency of any federal, state or local government or is to an employment                          agency or school, or (iv) the proposed amount of space to be sublet (or the space constituting the Premises in the

case of an assignment) is vacant and available for rent in another portion of the Building and not consistent with Landlord’s occupancy goals. Any assignment or subletting of the Premises by Tenant without the consent of Landlord shall be, at the option of Landlord, null and void, and shall, at the option of Landlord, constitute an Event of Default under this Lease. Any sums or other economic consideration received by Tenant as a result of such subletting, whether denominated rentals, under the sublease or otherwise, which exceed, in the aggregate, the total sums which Tenant is obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to that portion of the Premises subject to such sublease), and any other economic consideration received by Tenant as a result of any assignment of this Lease, shall be payable to Landlord upon receipt by Tenant, as Additional Rent under this Lease, without affecting or reducing any other obligation of Tenant.

Notwithstanding the foregoing, Tenant shall have the right to assign this Lease to Parlux Fragrances, Inc. without the consent of Landlord, provided that there then exists no Event of Default by Tenant under the Lease; that Parlux Fragrances, Inc. shall assume in a writing delivered to Landlord all duties and liabilities of Tenant hereunder and that such assumption shall be binding on any and all successors and assigns of Parlux Fragrances, Inc.; and that Tenant and Parlux Fragrances, Inc. shall execute and deliver to Landlord an estoppel statement confirming that the Lease is in full force and effect, that there have been no Landlord defaults under the Lease, that there are no defenses or ________ to Tenant’s ongoing liability under the Lease, and such other matters as Landlord may reasonably require. In the event of an assignment to and assumption by Parlux Fragrance, Inc. as provided herein, Perfumania, Inc. shall have no further liability or obligations to Landlord for Tenant obligations and liabilities arising after the date of the assignment, but Parlux Fragrances, Inc. shall become Tenant for all purposes thereafter and be fully responsible and liable to Landlord for all Tenant obligations and liabilities under the Lease arising after the date of the assignment.

2. Section 22 of the Lease is hereby delated in its entirely, and Tenant acknowledges and agrees that it shall not have any right of first refusal with respect to any sale or other transfer of title to the Premises.

3. Except as expressly set forth herein, all terms and conditions of the Lease continue unmodified and in full force and effect.

In witness whereof, Tenant and Landlord have executed this letter agreement as of the date first above written as their duly authorized and binding acts and deeds.

BASIC LEASE INFORMATION

In the event of any conflict between the Basic Lease Information described above and the Lease, the Lease shall control.

LEASE

Table of Contents

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EXHIBITS:

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the first (1 ^st ) day of September, 2002, by and between VICTORY INVESTMENT GROUP LLC, a Florida limited liability company, whose office address is 85 Newfield Avenue, Edison, New Jersey 08837 (herein “Landlord”), and PERFUMANIA, INC., a Florida corporation, whose office address is 251 International Parkway, Sunrise, Florida 33325 (herein “Tenant”).

WITNESSETH:

WHEREAS, Tenant desires to lease from Landlord and Landlord desires to lease to Tenant a certain office and warehouse building of approximately 178,791 square feet, together with existing parking areas and loading docks, and all fixtures, equipment, appliances and furniture presently located at 251 International Parkway, Sunrise, Florida 33325 (the “Improvements”).

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth, Landlord and Tenant hereby agree as follows:

Section 1. Description of Premises . Landlord, in exchange for the payment of Rent (as hereinafter defined) and the performance of the covenants made by Tenant in this Lease, leases to Tenant, and Tenant leases from Landlord, that certain land of approximately 9.17 acres legally described on Exhibit “A” attached hereto and made a part hereof, together with the Improvements (the said land and the Improvements are collectively referred to herein as the “Premises” or the “Property”).

Section 2. Term of Lease . The term of this Lease shall commence on September 1, 2002 (the “Commencement Date”), and shall continue, subject to earlier termination pursuant to the terms hereof, for the period of time expiring on December 31, 2017 (the “Expiration Date”). However, Tenant shall not assume any liability for any physical injury or property damage occurring at the Premises prior to the signing of this Lease.

Section 3. Construction of Improvements .

(a) Landlord and Tenant have agreed that Landlord shall not be required to make any improvements to the Premises, and Tenant acknowledges and agrees that it has inspected the Premises and determined that they are in working order, reasonably fit and safe for their intended purposes. Tenant agrees to return the Premises in working order, except for reasonable and normal wear and tear.

However, and notwithstanding the foregoing, Landlord agrees to provide an improvement allowance to Tenant of up to $300,000.00 for Tenant to build a proper cooling area in the warehouse portion of the Improvements; to reconfigure the office portion of the Improvements; and for any repairs or minor alterations that Tenant shall find necessary and that Tenant shall complete prior to July 1, 2003. Such improvement allowance shall be paid by offsetting the amounts expended by Tenant for such items, as evidenced by written invoices and paid receipts delivered to Landlord, against the initial Base Rent due from Tenant to Landlord under this Lease until such time as the properly expended portion of such allowance shall be fully offset. Excepting only minor alterations prior to July 1, 2003, all structural alterations and improvements by Tenant to the Premises shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, and Tenant shall complete all alterations, improvements, repairs and replacements in a good and workmanlike manner, free of liens, and in compliance with the requirements of Title III of the ADA (as defined in Section 6(b), below), all applicable building codes and regulations, and any requirements of Landlord. Any amounts expended in excess of the said improvement allowance shall be at the sole cost of Tenant.

(2) Tenant shall have the general right prior to July 1, 2003 to make certain alterations to the Premises (the “Permitted Alterations”), including without limitation (i) changes in the dimensions and locations of walls, ceilings, doors, bays, windows, loading docks, mezzanines, utility lead-ins and outlets, air conditioning equipment, ducts and components, lighting fixtures and electric panel boxes, and in general interior layout, and (ii) the addition of certain modifications, options, extras and/or substitution of equipment or materials of equal or better quality as those constituting portions of the Premises at the commencement of this Lease, provided that Tenant properly completes such Permitted Alterations in a lien free manner and in accordance with the other terms and conditions of this Lease.

Section 4. Rent .

(a) In exchange for Landlord giving Tenant the right to use and occupy the Premises, Tenant promises to pay Landlord, without prior notice or demand, in advance, on or before the first day of each month throughout the Lease Term, commencing September 1, 2002 at the office address of Landlord set forth above, the monthly base rental provided herein (the “Base Rent”), plus all taxes and other assessments imposed on such rent by governmental authority, including, but not limited to, Florida sales tax, and in addition thereto Tenant promises to pay Landlord at said address all

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Additional Rent (as hereinafter defined) which Tenant is required to pay to Landlord under this Lease, as such Additional Rent becomes due and payable, plus all taxes and other assessments imposed on such rent by governmental authority, including, but not limited to, Florida sales tax, (the Base Rent and Additional Rent being herein collectively referred to as the “Rent”). The Base Rent hereunder shall be as follows: (i) from the Commencement Date through and including March 31, 2003, the Base Rent shall be $0.00 per month; (ii) from April 1, 2003 through and including October 31, 2003, the Base Rent shall be $73,006.33 per month, plus sales tax; from November 1, 2003 through and including December 31, 2005, the Base Rent shall be $81,945.78 per month, plus sales tax; from January 1, 2006 through December 31, 2008, the Base Rent shall be $89,395.50 per month, plus sales tax; from January 1, 2009 through December 31, 2010, the Base Rent shall be $96,845.13 per month, plus sales tax; and from January 1, 2011 through December 31, 2017, the Base Rent shall be $104,294.75 per month, plus sales tax. Rent payments should be paid to Landlord in lawful money of the United State of America which shall be legal tender at the time of payment. Excepting only for offsets of the improvement allowance described above against Base Rent due hereunder, Tenant shall not setoff or for any reason withhold or deduct from the amount of any required payment of Rent or any other charge required to be paid pursuant to this Lease, it being expressly understood and agreed that the payment of Rent is a covenant of Tenant that is independent of all of the other covenants of the parties hereunder. In addition, Landlord and Tenant agree that, notwithstanding anything herein to the contrary, in the event that Tenant shall sublease all or any portion of the Premises between January 1, 2006 and December 31, 2008, then the Base Rent payable from Tenant to Landlord for the Premises shall increase to $93,120.31 per month, plus sales tax, for the period of any sublease during such period.

(b) If any payment of Additional Rent shall not be paid as and when due and payable to Landlord, then interest on the amounts owing shall accrue thereon and be due to Landlord at the lesser of (i) the annual rate of fifteen percent (15%) or (ii) the highest rate permitted by applicable law.

(c) If any payment of Base Rent shall not be paid within ten (10) days after same shall be due, then Tenant shall pay Landlord a late charge of five percent (5%) of any such installment, but same shall not be deemed to waive, limit or otherwise impair any other right or remedy of Landlord hereunder.

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Section 5. Security Deposit . Upon any third (3 ^rd ) failure of Tenant to timely and properly pay any Rent due hereunder within any twelve (12) month period, or upon any second (2 ^nd ) failure to fulfill each and every of its other obligations under this Lease within any twelve (12) month period, then after a thirty (30) day default notice has been issued to Tenant that remains uncured at the end of such period or, if applicable, any longer grace period provided herein, Landlord shall have the right to demand from Tenant, and, if so, Tenant shall, within ten (10) days of Landlord’s demand, pay Landlord, the sum of $146,012.66 as a security deposit (the “Security Deposit”), the use of which shall be unrestricted to guarantee the payment of the Rent provided in this Lease and the performance of all of Tenant’s covenants contained herein. If Tenant shall breach any covenant or provision of this Lease, including, but not limited to the covenants relating to the payment of Rent, Landlord may (but shall not be required to) use, apply or retain all or any of the Security Deposit for the payment of any late Rent or portion thereof, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of any such breach by Tenant, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of such breach by Tenant, any subtenant or any third party. If any portion of the Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Lease. The Security Deposit shall be returned to the Tenant thirty (30) days after the Expiration Date or the prior termination of the Lease through no fault of Tenant, provided all sums lawfully due to Landlord under this Lease have been paid and that the Tenant has fully performed its obligations under this Lease. Landlord and Tenant agree that no interest shall be payable to Tenant on such Security Deposit and that Landlord shall not be required to hold the Security Deposit in a segregated account. Tenant shall not assign, transfer or encumber its rights in the Security Deposit, and any act to do so shall be without force and not binding on Landlord. In the event Landlord shall sell the Property, Landlord shall deliver the Security Deposit to the buyer and, thereupon, Landlord shall be discharged from any further liability with respect to the Security Deposit and such buyer shall be liable as Landlord under the Lease and under this section.

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Section 6. Taxes and Operating Expenses.

(a) Tenant shall be responsible for payment of all real and personal property taxes and assessments, general and specific, levied by any governmental agency or authority against the Property during the term of this Lease, including fire rescue, drainage and other assessments (the “Taxes”); provided, however, that Tenant shall only be responsible for payment of a proportionate share of 2002 taxes and assessments based on the amounts attributable to the period after September 1, 2002. Tenant shall make payment of all such taxes and assessments to Landlord or directly to the taxing authority, as Landlord shall direct.

(b) Tenant shall promptly when due pay all expenses required to maintain the Premises in working order throughout the term of this Lease, including all Operating Expenses for the Property. The term “Operating Expenses”, as used herein, means all of the expenses in connection with the ownership, operation, management and maintenance of the Property, including, without limitation, (i) property management; (ii) gardening, landscaping, maintenance, fertilization and irrigation of all lawns and trees; (iii) maintenance, repair and replacement of Improvements during the term of this Lease, including, without limitation, elevator and HVAC system repairs and replacement, painting, plumbing and electrical systems repairs, and licensing, testing, certifying, and repairing or replacing of all fire alarm systems, back flow devices, fire pump and fire sprinkler systems, and all safety equipment, including smoke detectors, fire extinguishers, exit lights and emergency lights ; (iv) janitorial services, sanitary control, removal of trash, rubbish, garbage and other refuse from the Premises; (v) burglar alarm system rental, monitoring and maintenance; (vi) liability, windstorm, flood, fire and general hazard insurance premiums on or in respect to the Property; (vii) assessments and fees for public betterments or improvements levied or assessed by any lawful authority against the Property and all other improvements or betterments which now or hereafter become a part of the Property; (viii) assessments due to the Sawgrass International Corporate Park Association; (ix) fire alarm maintenance and monitoring contracts; (x) utility charges for the Property; (xi) water and sewer charges; (xii) costs of supplies, materials, equipment and tools used in connection with any of the foregoing; and (xiii) any and all other charges, costs or expenses which may be associated with the ownership, operation, management or maintenance of the Premises, including, without limitation, all costs and expenses incurred in order to comply with applicable laws, ordinances, and regulations of local, state and federal governmental authorities having jurisdiction over the Property and any uses thereof during the term of this Lease, including, without limitation, the requirements of Title III of the Americans with Disabilities Act, 42 U.S.C. §12101, et . seq . (the “ADA”).

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(c) Tenant shall also pay, before same shall become delinquent, all taxes and other assessments imposed by governmental authority, upon all of Tenant’s leasehold improvements, equipment, furniture, fixtures and personal property located in the Premises.

(d) Upon any failure of Tenant to timely and directly pay any Taxes or Operating Expense within any applicable grace period, Landlord shall have the right to pay same and Tenant shall reimburse Landlord for such expenditure within ten (10) days of written demand for same from Landlord. However, payment of same by Landlord shall not be a condition to Landlord declaring any such failure of Tenant as a default hereunder.

(e) All amounts in addition to Base Rent payable by Tenant under the Lease, including such amounts as are payable pursuant to this Section 6, shall be deemed to be additional rent (“Additional Rent”).

Section 7. Use of Premises .

(a) Tenant shall use the Premises for general office and warehouse purposes only, and for no other use without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.

(b) Tenant shall not use or permit the Premises to be used for any improper, immoral, objectionable or illegal purposes, and at Tenant’s own cost and expense, Tenant shall execute and comply with all rules, regulations and requirements of applicable property owners’ associations, with all covenants, requirements, restrictions and prohibitions of record, and with all laws, rules, orders, ordinances, and regulations of all local, state and Federal governmental authorities, including without limitation each and every department, bureau and official thereof, now or hereafter in force or effect during the term of this Lease (collectively, “Laws”) applicable to Tenant, the Premises or any occupancy or use thereof, including, without limitation, the ADA and all Environmental Laws, and with any requirements of any fire underwriters’ bureau. Tenant shall pay for all license fees, testing fees, occupational taxes and other governmental charges assessed by reason the use or occupancy of the Premises during the term of this Lease. The term “Environmental Laws,” as used herein, means any and all laws with respect to: (i) any biological or infectious materials or wastes, (ii) any dangerous, toxic, explosive, corrosive, flammable, radioactive, carcinogenic, mutagenic or other hazardous substances, (iii) any substances the presence of which

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would cause or threaten to cause a nuisance in the Premises or to any neighboring or adjacent properties or pose a hazard to the health or safety of persons on or about the Premises or any neighboring or adjacent properties, (iv) any substance, the presence of which on properties adjacent to the Property would constitute a tresp