UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 33325

                                  SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934


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[ ]     Filed by a Party other than the Registrant

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[ ]     Confidential, For Use of the Commission Only (as permitted by
        Rule 14a-6(e)(2))
[ ]     Definitive Proxy Statement
[ ]     Definitive Additional Materials
[ ]     Soliciting Materials Pursuant to ss.240.14a-12

                              E COM VENTURES, INC.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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            pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):
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                              E COM VENTURES, INC.


                251 INTERNATIONAL PARKWAY, SUNRISE, FLORIDA 33325


                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 29, 2004




TO OUR SHAREHOLDERS:

      A Special Meeting of Shareholders of E Com Ventures,  Inc. will be held at
11:00 a.m. on Thursday,  April 29, 2004, at the E Com Ventures,  Inc.  corporate
office, 251 International  Parkway,  Sunrise,  Florida 33325, for the purpose of
considering and acting upon the following:

      1.    To approve an amendment to our 2000 Stock Option Plan (the "Employee
            Plan"),  to increase the aggregate  number of shares of Common Stock
            that may be issued under the Employee  Plan by an aggregate  204,252
            shares from 661,946 shares to 866,198 shares:

      2.    To  approve  an  amendment  to the  Employee  Plan to  increase  the
            aggregate  number of  options  that may be issued to any one  person
            under the Employee Plan from 125,000 to 500,000; and

      3.    Any other matters that properly come before the Special Meeting.

      The Board of Directors is not aware of any other  business  scheduled  for
the Special Meeting.  Any action may be taken on the foregoing  proposals at the
Special  Meeting on the date specified  above,  or on any date or dates to which
the Special Meeting may be adjourned or postponed.

      Shareholders  of record at the close of  business on April 13,  2004,  are
entitled  to  notice  of,  and  to  vote  at,  the  Special  Meeting  or at  any
postponements or adjournments of the Special Meeting.

                                            By Order of the Board of Directors,

                                            /s/ A. Mark Young
                                            ------------------------------------
                                            A. Mark Young,
                                            Chief Financial Officer

Sunrise, Florida
April 16, 2004




                                TABLE OF CONTENTS




                                                                                              
ABOUT THE SPECIAL MEETING..........................................................................1

PROPOSALS 1 AND 2 - APPROVAL OF THE AMENDMENTS TO THE COMPANY'S 2000 STOCK OPTION PLAN.............4

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....................................14

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS..................................................18

PROPOSALS BY SECURITY HOLDERS.....................................................................22

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS......................................22



APPENDIX  A- E COM VENTURES, INC. AMENDMENTS TO 2000 STOCK OPTION PLAN

APPENDIX  B- E COM VENTURES, INC. 2000 STOCK OPTION PLAN (AS ORIGINALLY ADOPTED)







                                       i



                           PRELIMINARY PROXY STATEMENT

                              E COM VENTURES, INC.
                251 INTERNATIONAL PARKWAY, SUNRISE, FLORIDA 33325


                                 PROXY STATEMENT


      This Proxy Statement contains  information related to a Special Meeting of
Shareholders to be held on Thursday, April 29, 2004, beginning at 11:00 a.m., at
the E Com Ventures,  Inc. corporate office, 251 International Parkway,  Sunrise,
Florida 33325, and at any adjournments or postponements thereof. The approximate
date that this Proxy Statement,  the  accompanying  Notice of Annual Meeting and
the  enclosed  Form of Proxy are first being sent to  shareholders  is April 16,
2004.

                            ABOUT THE SPECIAL MEETING

What is the purpose of the Special Meeting?

      At  the  Special  Meeting,  shareholders  will  vote  on the  approval  of
amendments (the "Plan Amendments"), to the Company's 2000 Stock Option Plan (the
"Employee  Plan"),  the form of which Plan  Amendments  are  attached  hereto as
Appendix A.

Who is entitled to vote at the Annual Meeting?

      Only  shareholders  of record at the close of business on the record date,
April 13,  2004,  are entitled to receive  notice of the Special  Meeting and to
vote  shares of our  Common  Stock  that they held on the  record  date,  or any
adjournments or postponements of the Special Meeting.  Each outstanding share of
Common  Stock  entitles  its holder to cast one vote on each  matter to be voted
upon.

Who can attend the Special Meeting?

      All  shareholders as of the record date, or their duly appointed  proxies,
may attend. If your shares are held in the name of your broker or bank, you will
need to  bring  evidence  of your  share  ownership,  such as your  most  recent
brokerage statement, and valid picture identification.

What constitutes a quorum?

      The presence at the Special Meeting, in person or by proxy, of the holders
of a majority  of all of the shares of Common  Stock  outstanding  on the record
date will  constitute a quorum,  permitting  the Special  Meeting to conduct its
business.  As of the record  date,  2,708,759  shares of our  Common  Stock were
outstanding.  Proxies  received but marked as abstentions  and broker  non-votes
will be included in the  calculation  of the number of shares  considered  to be
present at the Special Meeting for purposes of a quorum, and will not be counted
as votes cast "for" or "against" any given matter, but will have the same effect
as negative votes.



                                       1


      If less  than a  majority  of  outstanding  shares  entitled  to vote  are
represented  at the Special  Meeting,  a majority  of the shares  present at the
Special  Meeting may adjourn the Special Meeting to another date, time or place,
and  notice  need not be given of the new  date,  time or place if the new date,
time or place is  announced  at the Special  Meeting  before an  adjournment  is
taken.

How do I vote?

      If you complete and properly sign the  accompanying  proxy card and return
it to us, it will be voted as you direct.  If you are a  registered  shareholder
and you attend the Special Meeting, you may deliver your completed proxy card in
person.  "Street name" shareholders who wish to vote at the Special Meeting will
need to obtain a proxy from the institution that holds their shares.

Can I vote by telephone or electronically?

      If your shares are held in "street  name," please check your proxy card or
contact your broker or nominee to determine  whether you will be able to vote by
telephone or electronically.

Can I change my vote after I return my proxy card?

      Yes. Even after you have submitted your proxy, you may change your vote at
any time before the proxy is  exercised  by filing with our  Secretary  either a
notice of revocation or a duly executed proxy bearing a later date. You may also
change  your vote by  attending  the Special  Meeting in person and voting.  The
powers of the proxy holders will be suspended if you attend the Special  Meeting
in person and vote,  although  attendance  at the  Special  Meeting  will not by
itself revoke a previously granted proxy.

What are the Board's recommendations?

      Unless you give other  instructions  on your proxy card, the persons named
as  proxy  holders  on  the  proxy  card  will  vote  in  accordance   with  the
recommendations of our Board of Directors.  THE BOARD OF DIRECTORS  RECOMMENDS A
VOTE FOR THE APPROVAL OF BOTH OF THE AMENDMENTS TO THE EMPLOYEE PLAN.

      The  Board of  Directors  does not know of any other  matters  that may be
brought  before the Special  Meeting.  In the event that any other matter should
properly  come  before  the  Special  Meeting,  the proxy  holders  will vote as
recommended  by the Board of Directors  or, if no  recommendation  is given,  in
accordance with their best judgment.

What vote is required to approve each proposal?

      For each proposal,  the affirmative  vote of a majority of the total votes
cast on the  proposal  (either  in  person  or by proxy)  will be  required  for
approval.  Abstentions  and broker  non-votes  are treated as shares  present or
represented and entitled to vote on such matters,  and thus have the same effect
as negative votes. A properly marked "ABSTAIN" with respect to any proposal will
not be voted for such  proposal,  although  it will be counted  for  purposes of
determining whether there is a quorum.



                                       2


      If you hold  your  shares  in  "street  name"  through  a broker  or other
nominee,  your  broker  or  nominee  may not be  permitted  to  exercise  voting
discretion with respect to some of the matters to be acted upon. Thus, if you do
not give your broker or nominee  specific  instructions,  your shares may not be
voted on those matters.  Shares  represented by such "broker"  non-votes"  will,
however, be counted in determining whether there is a quorum.

      Stephen  Nussdorf,  the Chairman of the Board of Directors of the Company,
Glenn Nussdorf (Stephen  Nussdorf's  brother) and Ilia Lekach have all indicated
that they intend to vote shares of the  Company's  Common stock owned by them in
favor of both proposals with respect to the Plan Amendments.  Stephen  Nussdorf,
Glenn  Nussdorf  and Ilia Lekach own in the  aggregate  1,153,144  shares of the
Company's  Common Stock (or  approximately  42% of the total number of shares of
the Company's Common Stock  outstanding).  Accordingly,  approval of Proposals 1
and 2 is virtually assured.

Who pays for the preparation of the proxy?

      We will  pay the cost of  preparing,  assembling  and  mailing  the  Proxy
Statement,  Notice of Annual Meeting and enclosed proxy card. In addition to the
use of mail, our employees may solicit proxies personally and by telephone.  Our
employees will receive no compensation  for soliciting  proxies other than their
regular salaries.  We may request banks, brokers and other custodians,  nominees
and fiduciaries to forward copies of the proxy material to the beneficial owners
of our Common Stock and to request  authority for the execution of proxies,  and
we may reimburse  such persons for their  expenses  incurred in connection  with
these activities.

      Our principal executive offices are located at 251 International  Parkway,
Sunrise,  Florida 33325, and our telephone  number is (954) 335-9100.  A list of
shareholders  entitled to vote at the Special  Meeting  will be available at our
offices for a period of ten days prior to the Special Meeting and at the Special
Meeting itself for examination by any shareholder.



















                                       3


         PROPOSALS 1 AND 2 - APPROVAL OF THE AMENDMENTS TO THE COMPANY'S
                             2000 STOCK OPTION PLAN
INTRODUCTION

      On  February  3,  2004,  our  Board  of  Directors  approved,  subject  to
shareholder  approval,  an  amendment  to the  Employee  Plan  to  increase  the
aggregate  number of  options  that may be issued  to any one  person  under the
Employee Plan from 125,000 to 500,000.  In addition,  on February 10, 2004,  our
Board of Directors approved,  subject to shareholder  approval,  an amendment to
the  Employee  Plan to increase the  aggregate  number of shares of Common Stock
that may be issued  under the Employee  Plan by an aggregate of 204,252  shares,
from 661,946 shares to 866,198 shares.

      The Employee Plan was adopted in August 2000 as the E Com  Ventures,  Inc.
2000 Stock Option Plan,  which is being  referred to in this Proxy  Statement as
the "Employee Plan". The Employee Plan was previously  approved by the Company's
shareholders.  As a result of the  Company's  reverse  stock split of its Common
Stock on a 1 share for 4 shares basis in March 2002 (i) the aggregate  number of
shares  of  Common  Stock  that  may be  issued  under  the  Employee  Plan  was
automatically  reduced from  1,500,000  shares to 375,000  shares,  and (ii) the
aggregate  number of  options  that may be issued  to any one  person  under the
Employee Plan was automatically reduced from 500,000 to 125,000.

      The purpose of the Employee Plan is to provide an additional  incentive to
attract and retain  qualified  competent  persons who provide  services and upon
whose  efforts  and  judgment  our  success is largely  dependent,  through  the
encouragement  of ownership of our Common Stock by such persons.  In furtherance
of this purpose,  the Employee  Plan  authorizes,  among other  things,  (a) the
granting of incentive or nonqualified stock options to purchase our Common Stock
to persons selected by the administrators of the Employee Plan from the class of
all of our regular employees,  including officers who are regular employees, and
directors, (b) the provision of loans for the purposes of financing the exercise
of options and the amount of taxes payable in connection therewith,  and (c) the
use of already  owned Common Stock as payment of the exercise  price for options
granted under the Employee Plan. Under the terms of the Employee Plan, shares of
the  Company's  Common Stock are issuable  upon exercise of options which may be
granted in accordance with the provisions of the Employee Plan.

      The  effective  date of the Employee Plan was October 31, 2000. A total of
156,368  options  to  acquire a like  number of shares of our  Common  Stock are
currently  available  for grant  under the  Employee  Plan.  The  Employee  Plan
provides that the number of shares automatically  increases on the first trading
day of each fiscal year,  beginning with the fiscal year ended February 3, 2001,
by 3% of the shares of Common  Stock  outstanding  as of the last trading day of
the immediately preceding fiscal year.

PURPOSE OF PLAN AMENDMENTS

      Effective  as of January 30,  2004,  Ilia  Lekach,  the  Company's  former
Chairman  of the Board  and  Chief  Executive  Officer,  entered  into an option
agreement (the "Nussdorf  Option  Agreement"),  with Stephen  Nussdorf and Glenn
Nussdorf,  pursuant to which the Nussdorfs were granted options to acquire up to
an aggregate 720,954 shares of the Company's Common Stock  beneficially owned by
Ilia Lekach in three  installments,  including up to an aggregate 443,750


                                       4


shares  issuable  upon  exercise of certain stock options owned of record by Mr.
Lekach. Such options include 125,000 options required to be issued to Mr. Lekach
pursuant  to the terms of his  employment  agreement  as a result of a change of
control.  With respect to the options owned by Mr. Lekach,  an aggregate 155,866
options were exercised by Mr. Lekach in February, 2004, and an aggregate 162,884
options were exercised by Mr. Lekach in March, 2004.

      As a consequence of the Nussdorf Option Agreement,  our Board of Directors
determined  that a change of control  occurred  under the  Company's  employment
agreement with Mr. Lekach.  The terms of the employment  agreement  required the
Company to issue to Mr.  Lekach an additional  125,000  options upon a change of
control.  In order for the  Company  to  comply  with its  obligation  under the
employment agreement to issue such 125,000 additional options to Mr. Lekach as a
result of such change of control, it was necessary to amend the Employee Plan to
increase  the  aggregate  number of options that may be issued to any one person
under the Employee Plan from 125,000 to 500,000.

      In  addition,  our  Board of  Directors  believed  that it was in the best
interests  of the  Company  to  increase  the  number of shares of Common  Stock
underlying  under the Employee  Plan.  The increase in the number of shares that
may be granted under the Employee  Plan will afford the Company the  opportunity
to grant additional  options under the Employee Plan in order to further enhance
the ability of the Company to attract and retain qualified employees.

      The Employee  Plan is summarized  below.  This summary is qualified by the
terms of the Plan  Amendments  and the Employee  Plan (as  originally  adopted),
copies of which are attached to this Proxy  Statement as Appendix A and Appendix
B respectively.

SUMMARY OF THE EMPLOYEE PLAN

Administration of the Employee Plan.

      The Employee Plan provides that it shall be  administered  by our Board of
Directors or by a committee  appointed by the Board of Directors  which shall be
composed of two or more  directors all of whom shall be "outside  directors" (as
defined in the Employee Plan) in compliance  with Rule 16b-3 of the Exchange Act
and Section 162(m) of the Internal Revenue Code of 1986, as amended (referred to
herein as the "tax code")  (although Rule 16b-3 also may be complied with if the
option grants are approved by the Board of Directors).

      The  committee  or  the  Board  of  Directors,  in  its  sole  discretion,
determines  the persons to be awarded the options,  the number of shares subject
thereto  and the  exercise  price and other  terms  thereof.  In  addition,  the
committee or the Board of Directors has full power and authority to construe and
interpret  the  Employee  Plan,  and the acts of the  committee  or the Board of
Directors are final, conclusive and binding on all interested parties, including
the Company, and our shareholders,  officers and employees, recipients of grants
under the Employee Plan, and all persons or entities claiming by or through such
persons.

      After giving  effect to the Plan  Amendments  and the reverse stock split,
described  below,  an aggregate  360,620 shares of Common Stock will be reserved
for issuance  upon the exercise of options  granted and to be granted  under the
Employee Plan. As initially adopted, the Employee Plan provided for the issuance
of up to 1,500,000  shares (or 375,000 shares after giving effect to


                                       5


the reverse stock split,  described herein). The number of shares underlying the
Employee  Plan  automatically  increases on the first trading day of each fiscal
year, beginning with the fiscal year ended February 2, 2002, by 3% of the shares
of  Common  Stock  outstanding  as of the last  trading  day of the  immediately
preceding fiscal year. In addition,  due to the Company's reverse stock split of
its Common  Stock on a 1 share for 4 shares  basis in March  2002,  the  maximum
number of shares of Common  Stock to which  options  may be  granted  to any one
individual  under the Employee Plan is 125,000.  After giving effect to the Plan
Amendments,  the maximum  number of shares of Common Stock for which options may
be granted to any one  individual  under the Employee Plan will be 500,000.  Our
shareholders  will not have any  preemptive  rights to purchase or subscribe for
any Common Stock by reason of the reservation and issuance of Common Stock under
the Employee  Plan. If any option  granted under the Employee Plan should expire
or  terminate  for any reason  other than having  been  exercised  in full,  the
unpurchased  shares  subject to that option will again be available for purposes
of the Employee Plan.

         Certain Terms and Conditions.

      All options granted under the Employee Plan must be evidenced by a written
agreement between us and the grantee.  The agreement will contain such terms and
conditions  as  the  committee  or  the  Board  of  Directors  shall  prescribe,
consistent with the Employee Plan, including,  without limitation,  the exercise
price, term and any restrictions on the exercisability of the options granted.

      For any option  granted under the Employee  Plan,  the exercise  price per
share of Common Stock may be any price  determined by the committee or our Board
of  Directors;  however,  the exercise  price per share of any  incentive  stock
option may not be less than the Fair  Market  Value of the  Common  Stock on the
date such incentive stock option is granted.  For purposes of the Employee Plan,
the "Fair  Market  Value" on any date of  reference  is deemed to be the closing
price of Common  Stock on the  business  day  immediately  preceding  such date,
unless the committee or the Board of Directors in its sole discretion determines
otherwise in a fair and uniform manner.  For this purpose,  the closing price of
Common  Stock  on any  business  day is (i) if the  Common  Stock is  listed  or
admitted for trading on any United States national  securities  exchange,  or if
actual  transactions  are  otherwise  reported  on  a  consolidated  transaction
reporting system,  the last reported sale price of Common Stock on such exchange
or reporting system, as reported in any newspaper of general  circulation;  (ii)
if the Common Stock is quoted on the National  Association of Securities Dealers
Automated  Quotations  System  ("Nasdaq"),  or any similar  system of  automated
dissemination of quotations of securities prices in common use, the mean between
the closing  high bid and low asked  quotations  for such day of Common Stock on
such system;  or (iii) if neither  clause (i) nor (ii) is  applicable,  the mean
between the high bid and low asked  quotations for Common Stock,  as reported by
the National Quotation Bureau, Incorporated,  if at least two securities dealers
have  inserted both bid and asked  quotations  for Common Stock on at least 5 of
the 10 preceding days.

      The committee or the Board of Directors  may permit the exercise  price of
an  option  to be paid for in cash,  by  certified  or  official  bank  check or
personal check,  by money order,  with already owned shares of Common Stock that
have been held by the optionee for at least six (6) months (or such other shares
as we determine will not cause us to recognize for financial accounting purposes
a charge for  compensation  expense),  the withholding of shares of Common Stock
issuable  upon  exercise  of the  option,  by  delivery  of a properly  executed
exercise  notice


                                       6


together  with such  documentation  as shall be required by the committee or the
Board of Directors (or, if applicable,  a broker) to effect a cashless exercise,
or a  combination  of the  above.  If paid in whole or in part  with  shares  of
already owned Common Stock, the value of the shares  surrendered is deemed to be
their Fair Market Value on the date the option is  exercised.  The Employee Plan
also  authorizes  us in  accordance  with  applicable  law to lend  money  to an
optionee,  guarantee a loan to an optionee,  or otherwise  assist an optionee to
obtain the cash  necessary to exercise  all or a portion of the options  granted
thereunder  or to pay any tax  liability  of the optionee  attributable  to such
exercise.  If the  exercise  price is paid in whole or part with the  optionee's
promissory  note,  such note shall (i) provide  for full  recourse to the maker,
(ii) be collateralized  by the pledge of the shares that the optionee  purchases
upon  exercise  of such  options,  (iii) bear  interest at the prime rate of our
principal  lender or such other rate as the committee or the Board of Directors,
as the case may be,  shall  determine,  and (iv) contain such other terms as the
committee  or the Board of  Directors in its sole  discretion  shall  reasonably
require.

      No incentive  stock option,  and unless the prior  written  consent of the
committee or the Board of Directors is obtained  (which  consent may be withheld
for any reason) and the  transaction  does not violate the  requirements of Rule
16b-3 of the  Exchange  Act, no  non-qualified  stock option  granted  under the
Employee Plan is assignable or  transferable,  other than by will or by the laws
of descent and  distribution.  During the lifetime of an optionee,  an option is
exercisable only by him or her, or in the case of a non-qualified  stock option,
by his or her permitted  assignee.  The  expiration  date of an option under the
Employee  Plan will be  determined by the committee or the Board of Directors at
the time of grant,  but in no event may such an option be  exercisable  after 10
years  from the date of grant.  An option may be  exercised  at any time or from
time to time or only after a period of time in installments, as the committee or
the Board of Directors determines.  The committee or the Board of Directors may,
in its  sole  discretion,  accelerate  the  date  on  which  any  option  may be
exercised.  Each  outstanding  option granted under the Employee Plan may become
immediately  fully exercisable in the event of certain  transactions,  including
certain  changes in control,  certain mergers and  reorganizations,  and certain
dispositions of substantially all of our assets.

      Unless otherwise provided in the option agreement, the unexercised portion
of any option granted under the Employee Plan shall  automatically be terminated
(a) three months after the date on which the optionee's employment is terminated
for any reason  other than (i) Cause (as  defined in the  Employee  Plan),  (ii)
mental  or  physical  disability,  or  (iii)  death;  (b)  immediately  upon the
termination of the optionee's  employment for Cause; (c) one year after the date
on which the optionee's employment is terminated by reason of mental or physical
disability; or (d) one year after the date on which the optionee's employment is
terminated by reason of optionee's  death,  or if later,  three months after the
date of optionee's  death if death occurs  during the one year period  following
the  termination  of the  optionee's  employment by reason of mental or physical
disability.

      To prevent  dilution of the rights of a holder of an option,  the Employee
Plan  provides  for  appropriate  adjustment  of the  number of shares for which
options may be granted,  the number of shares subject to outstanding options and
the  exercise  price of  outstanding  options,  in the event of any  increase or
decrease in the number of issued and  outstanding  shares of our  capital  stock
resulting from a stock dividend, a recapitalization or other capital adjustment.
The  committee  or the Board of Directors  has  discretion  to make  appropriate
antidilution  adjustments  to  outstanding


                                       7


options in the event of a merger,  consolidation or other reorganization of or a
sale or other disposition of substantially all of our assets.

       The  Employee  Plan will  expire on  October  31,  2010,  and any  option
outstanding  on such  date  will  remain  outstanding  until  it  expires  or is
exercised.  The  committee  or the Board of  Directors  may  amend,  suspend  or
terminate  the  Employee  Plan or any  option  at any time,  provided  that such
amendment  shall  be  subject  to the  approval  of  our  shareholders  if  such
shareholder  approval  is  required  by any  federal or state law or  regulation
(including,  without limitation,  Rule 16b-3 or to comply with Section 162(m) of
the tax code) or the rules of any stock exchange or automated  quotation  system
on which  the  Common  Stock  may then be listed or  granted.  In  addition,  no
amendment,  suspension or termination shall  substantially  impair the rights or
benefits of any optionee, pursuant to any option previously granted, without the
consent of the optionee.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

      The Employee Plan is not qualified  under the provisions of Section 401(a)
of the tax code,  and is not subject to any of the  provisions  of the  Employee
Retirement Income Security Act of 1974, as amended.

      Nonqualified  Stock Options.  On exercise of a  nonqualified  stock option
granted  under the Employee  Plan, an optionee will  recognize  ordinary  income
equal to the excess, if any, of the fair market value on the date of exercise of
the shares of Common Stock  acquired on exercise of the option over the exercise
price.  If the optionee is one of our employees,  that income will be subject to
the  withholding of Federal income tax. The optionee's tax basis in those shares
will be equal to their fair market  value on the date of exercise of the option,
and his holding period for those shares will begin on that date.

      We will be entitled to a deduction for Federal  income tax purposes  equal
to the amount of ordinary  income taxable to the optionee,  provided that amount
constitutes an ordinary and necessary  business expense for us and is reasonable
in amount,  and either the employee  includes that amount in income or we timely
satisfy our reporting requirements with respect to that amount.

      Incentive Stock Options. The Employee Plan provides for the grant of stock
options that qualify as "incentive  stock  options" as defined in Section 422 of
the tax code.  Under the tax code,  an optionee  generally is not subject to tax
upon the grant or exercise of an incentive  stock  option.  In addition,  if the
optionee holds a share received on exercise of an incentive  stock option for at
least two years from the date the option was  granted and at least one year from
the  date  the  option  was  exercised  (the  "Required  Holding  Period"),  the
difference,  if any,  between  the amount  realized  on a sale or other  taxable
disposition  of that  share and the  holder's  tax basis in that  share  will be
long-term capital gain or loss.

      If,  however,  an optionee  disposes of a share acquired on exercise of an
incentive  stock  option  before  the  end of the  Required  Holding  Period  (a
"Disqualifying  Disposition"),  the optionee  generally will recognize  ordinary
income in the year of the Disqualifying Disposition equal to the excess, if any,
of the fair market value of the share on the date the incentive stock option was
exercised over the exercise price. If, however, the Disqualifying Disposition is
a sale


                                       8


or exchange on which a loss, if realized, would be recognized for Federal income
tax purposes,  and if the sales  proceeds are less than the fair market value of
the share on the date of exercise of the option,  the amount of ordinary  income
recognized  by the optionee  will not exceed the gain,  if any,  realized on the
sale. If the amount  realized on a  Disqualifying  Disposition  exceeds the fair
market  value of the share on the date of exercise  of the  option,  that excess
will be short-term or long-term  capital gain,  depending on whether the holding
period for the share exceeds one year.

      An optionee who exercises an incentive  stock option by delivering  shares
of Common  Stock  acquired  previously  pursuant to the exercise of an incentive
stock option  before the  expiration  of the Required  Holding  Period for those
shares is treated as making a Disqualifying Disposition of those shares.

      For purposes of the alternative  minimum tax, the amount by which the fair
market  value of a share of Common  Stock  acquired on exercise of an  incentive
stock option  exceeds the  exercise  price of that option  generally  will be an
adjustment included in the optionee's alternative minimum taxable income for the
year in which the option is exercised.  If,  however,  there is a  Disqualifying
Disposition  of the share in the year in which the  option is  exercised,  there
will be no adjustment  with respect to that share.  If there is a  Disqualifying
Disposition  in a later  year,  no  income  with  respect  to the  Disqualifying
Disposition is included in the optionee's alternative minimum taxable income for
that year. In computing  alternative  minimum taxable income, the tax basis of a
share  acquired on exercise of an  incentive  stock  option is  increased by the
amount of the  adjustment  taken  into  account  with  respect to that share for
alternative minimum tax purposes in the year the option is exercised.

      We are not allowed an income tax  deduction  with  respect to the grant or
exercise of an incentive  stock option or the disposition of a share acquired on
exercise  of an  incentive  stock  option  after the  Required  Holding  Period.
However,  if there is a  Disqualifying  Disposition of a share, we are allowed a
deduction in an amount equal to the  ordinary  income  included in income by the
optionee,  provided that amount  constitutes an ordinary and necessary  business
expense for us and is  reasonable  in amount,  and either the employee  includes
that  amount in income or we timely  satisfy  our  reporting  requirements  with
respect to that amount.

      Section 162  Limitations.  The Omnibus Budget  Reconciliation  Act of 1993
added  Section  162(m)  to the tax  code,  which  generally  disallows  a public
company's tax deduction for  compensation  to covered  employees in excess of $1
million in any tax year beginning on or after January 1, 1994. Compensation that
qualifies as  "performance-based  compensation"  is excluded from the $1 million
deductibility  cap, and therefore  remains fully  deductible by the company that
pays it. Although no assurance can be given,  the Company  believes that options
granted to employees whom the committee  expects to be covered  employees at the
time a deduction  arises in connection  with such options,  will qualify as such
"performance-based  compensation,"  so that such  options will not be subject to
the Section 162(m)  deductibility  cap of $1 million.  Future changes in Section
162(m) or the regulations  thereunder may adversely affect our ability to ensure
that  options  under  the  employee  plan  will  qualify  as  "performance-based
compensation" that is fully deductible by us under Section 162(m).

      Importance of Consulting Tax Adviser. The information set forth above is a
summary only and does not purport to be complete.  In addition,  the information
is based  upon  current  Federal  income tax rules and  therefore  is subject to
change when those rules change.  Moreover,


                                       9


because  the tax  consequences  to any  optionee  may  depend on his  particular
situation,  each  optionee  should  consult his tax  adviser as to the  Federal,
state, local and other tax consequences of the grant or exercise of an option or
the disposition of Common Stock acquired on exercise of an option.

GRANTS UNDER THE EMPLOYEE PLAN AND PLAN AMENDMENTS

      The issuance of the 125,000  options to Mr. Lekach  pursuant to the change
of control  provision  of his  employment  agreement  is subject to  shareholder
approval of the amendment to the Employee Plan to increase the number of options
that can be granted to an optionee from 125,000 to 500,000.  The following table
sets forth (i) the number of shares underlying options currently outstanding and
received  pursuant to the Employee Plan since the inception of the Employee Plan
and (ii) the determinable number of shares of Common Stock underlying options to
be granted  under the Employee Plan if the Plan  Amendments  are approved by (a)
each of the current executive officers;  (b) all current executive officers as a
group; (c) all current directors who are not executive officers, as a group; and
(d) all  employees,  including  all  current  officers  who  are  not  executive
officers,  as a group; and the value of these options at March 1, 2004, based on
the difference between the closing price per share of the Company's Common Stock
at that date ($11.15) and the exercise price of the corresponding options.





























                                       10





                                                                    DETERMINABLE NUMBER OF
                                               NUMBER OF SHARES        SHARES UNDERLYING
                                                  UNDERLYING         OPTIONS TO BE GRANTED
                                             OUTSTANDING OPTIONS     UNDER EMPLOYEE PLAN,
                                              GRANTED UNDER THE     IF PLAN AMENDMENTS ARE            VALUE OF
                                                EMPLOYEE PLAN              APPROVED                    OPTIONS
NAME AND POSITION                                  (#) (3)                    (#)                       ($)
-----------------                            ------------------      ------------------          ------------------
                                                                                        
Ilia Lekach                                      125,000(1)              125,000(1)                $1,787,500(1)
formerly Chairman of the Board and Chief
Executive Officer (1)

Michael W. Katz                                   -0-                     -0-                         -0-
Chief Executive Officer (2)

A. Mark Young                                     50,000                  -0-                      $  $275,500
Chief Financial Officer

Jeffrey Geller                                    50,000                  -0-                      $  152,600
President and Chief Operating Officer of
the Retail Division of Perfumania, Inc.

Donovan Chin                                      -0-                     -0-                         -0-
Chief Financial Officer of Perfumania,
Inc. and Secretary

Leon Geller                                       25,000                  -0-                      $  190,750
Vice President of Purchasing,
Perfumania, Inc.

Joel Lancaster                                    20,004                  -0-                      $   79,081
Vice President of Stores
Perfumania, Inc.

Alan Grobman                                      21,000                  -0-                      $  160,230
Vice President of Logistics
And Distribution
Perfumania, Inc.

All current executive officers as a             166,004                   -0-                      $  858,161
group (7 persons)



                                       11


All current directors who are not                -0-                      -0-                         -0-
executive officers as a group (3 persons)

All employees who are not executive              24,581                   -0-                      $  125,279
officers as a group (30 persons)


--------------------

(1)   On February 10, 2004 the Company  terminated Mr. Lekach's  employment with
      the Company.  The number of shares  underlying  options  granted under the
      Employee Plan  includes  125,000  shares  issuable upon exercise of a like
      number of options  required to be issued to Mr. Lekach as a consequence of
      the change of control  provisions set forth in his  employment  agreement.
      The Plan Amendments  will only affect such 125,000 options  required to be
      issued to Mr.  Lekach.  Mr.  Lekach has issued an option  pursuant  to the
      terms of the  Nussdorf  Option  Agreement,  described  above,  to  Stephen
      Nussdorf  and Glenn  Nussdorf to acquire  any such shares of Common  Stock
      issued upon exercise of such 125,000  options by Mr. Lekach.  The value of
      the options in the table  reflects the value of the 125,000  options to be
      issued  to Mr.  Lekach,  as  described  above,  as if  such  options  were
      outstanding as of March 1, 2004, and also includes the 125,000 outstanding
      options  owned of record by Mr.  Lekach as of March 1, 2004.  As described
      herein,  Mr. Lekach  exercised  such  outstanding  125,000  options (at an
      exercise price of $4.00 per share) subsequent to March 1, 2004.

(2)   On February 10, 2004 the Company's  Board of Directors  appointed Mr. Katz
      as the Company's Chief Executive Officer.

(3)   Does not include any  outstanding  options  other than those granted under
      the Employee Plan.

      Awards  to the  Company's  executive  officers  and  directors  under  the
Employee Plan will be determined  by the Company's  Compensation  Committee on a
discretionary basis. Apart from the issuance of an additional 125,000 options to
Mr. Lekach,  as a consequence  of the change of control  provisions set forth in
his employment  agreement;  and apart from the issuance of an aggregate  119,252
options to the following persons and in the amounts so specified:  A. Mark Young
(25,000 options), Jeffrey Geller (25,000 options), Leon Geller (12,500 options),
Joel Lancaster (16,252 options) and Alan Grobman (10,500 options), and Cambridge
Development  (30,000  options),  as a  consequence  of  the  change  of  control
provisions set forth in their  respective  employment/consulting  agreement with
the  Company,  we cannot  determine  the  number or type of awards  that will be
granted under the Employee Plan in the future.

      As a consequence of the change of control and the required issuance of the
125,000  options to Mr.  Lekach upon the  approval of the  amendment to the Plan
increasing  the number of  options  that an  individual  can  acquire  under the
Employee Plan, as described  above,  the Company will incur a charge against its
earnings for its fiscal year ended  January 31, 2004 (the "2003 Fiscal Year") in
an amount  equal to  $1,250,000,  which is the  product of the number of options
required to be granted  (125,000) and the spread between the market price of the


                                       12


Company's  Common  Stock as of  January  30,  2004  ($14.00  per  share) and the
exercise price of the options ($4.00 per share). The Company has also incurred a
charge  against  its  earnings  in  Fiscal  2003 in the  approximate  amount  of
$2,286,000,  resulting  from the  issuance of an  aggregate  119,252  options to
certain persons as a result of the change of control,  as described above. These
two charges relating to stock options  aggregate  approximately  $3,536,000.  In
addition,   the  Company  accrued   approximately   $2,645,000  in  Fiscal  2003
representing  amounts  it  paid  to  various  persons  pursuant  to  contractual
obligations  under  outstanding  employment  and/or  consulting  agreements as a
result of the change of control,  as further described herein (see "Compensation
of Executive Officers and Directors").

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

      Ilia  Lekach,  the  Company's  former  Chairman  of the  Board  and  Chief
Executive  Officer,  has an  interest  in the Plan  Amendments.  Pursuant to the
Nussdorf Option  Agreement,  the Nussdorfs were granted options to acquire up to
an aggregate  720,954 shares of Company Common Stock  beneficially  owned by Mr.
Lekach, for a purchase price of $12.70 per share, in three installments.  Of the
720,954  shares  subject to the Nussdorf  Option  Agreement,  up to an aggregate
443,750  shares are issuable  upon  exercise of certain  stock  options owned of
record by Mr. Lekach,  including  125,000  options  required to be issued to Mr.
Lekach pursuant to the terms of his employment agreement as a result of a change
of control. Such shares include an aggregate 155,866 shares which were issued by
the Company upon exercise of outstanding stock options in February,  2004 by Mr.
Lekach and an aggregate  162,884 shares which were issued in March,  2004,  upon
the exercise of a like number of options by Mr. Lekach.  The 125,000 options may
only be issued to Mr. Lekach upon approval of the amendment to the Employee Plan
increasing the maximum number of shares of Common Stock for which options may be
granted to any one individual under the Employee Plan to 500,000. Except for Mr.
Lekach and Stephen  Nussdorf (as a consequence of the Nussdorf Option  Agreement
described  herein),  no officer or director  of the Company has any  substantial
interest  in the Plan  Amendments  to be acted  upon,  other than his role as an
officer or director of the Company. The issuance of options to any person (other
than Mr. Lekach) as a result of the change of control  described  above, was not
dependent on the effectuation of any of the Plan Amendments.

      No director of the Company  has  informed  the Company  that he intends to
oppose  the  proposed  actions  to be taken  by the  Company  set  forth in this
information statement.

      THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  PROPOSAL  NUMBER 1, TO
APPROVE AN AMENDMENT TO THE EMPLOYEE  PLAN TO INCREASE THE  AGGREGATE  NUMBER OF
SHARES  OF  COMMON  STOCK  THAT MAY BE  ISSUED  UNDER  THE  EMPLOYEE  PLAN BY AN
AGGREGATE 204,252 SHARES FROM 661,946 SHARES TO 866,198 SHARES.

      THE BOARD OF  DIRECTORS  RECOMMENDS  A VOTE  "FOR"  PROPOSAL  NUMBER 2, TO
APPROVE AN AMENDMENT TO THE EMPLOYEE  PLAN TO INCREASE THE  AGGREGATE  NUMBER OF
OPTIONS  THAT MAY BE  ISSUED TO ANY ONE  PERSON  UNDER  THE  EMPLOYEE  PLAN FROM
125,000 TO 500,000.


                                       13



         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table shows the amount of Common Stock beneficially owned as
of  March 1,  2004 by:  (a)  each of our  directors,  (b) each of our  executive
officers named in the Executive Compensation Table (set forth below), (c) all of
our directors and executive  officers as a group and (d) each person known by us
to  beneficially  own  more  than 5% of our  outstanding  Common  Stock.  Unless
otherwise provided, the address of each holder is c/o E Com Ventures,  Inc., 251
International Parkway, Sunrise, Florida, 33325.




                                        Common Stock Beneficially Owned
---------------------------------------------------------------------------------------------------------------
         Name and Address                            Total Number of Shares             Percent of Shares
         of Beneficial Owner                         Beneficially Owned                     Outstanding
---------------------------------------------------------------------------------------------------------------
                                                                                   
          Ilia Lekach                                    150,000 (1)(2)(3)                     5.8%
          Rachmil Lekach                                 224,776 (1)(2)(4)                     8.5%
          Glenn and Stephen Nussdorf                   1,128,144 (7)(8)(10)                    39.8%
          A. Mark Young                                   51,925 (1)(4)                        2.0%
          Jeffrey Geller                                  53,555 (1)(4)                        2.1%
          Donovan Chin                                    27,250 (1)(4)                        1.1%
          Leon Geller                                     25,000 (1)(4)                        *
          Alan Grobman                                    21,000 (1)(4)                        *
          Joel Lancaster                                  32,504 (1)(4)                        1.3%
          Carole A. Taylor                                 6,000 (1)(4)                        *
          Paul Garfinkle                                       0 (1)(10)                       *
          Michael Katz                                         0 (1)(10)                       *
          Joseph Bouhadana                                 1,500 (1)(4)                        *
          Parlux Fragrances, Inc                         378,102 (5)                           14.9%
          Anthony Silverman                              109,204 (6)                           4.3%
          All directors and executive
            officers as a group
            (11 persons)                               1,346,878 (9)                           44.2%


------------------
*Less than 1%.

(1)   For purposes of this table,  beneficial  ownership is computed pursuant to
      Rule 13d-3 under the Exchange Act; the inclusion of shares as beneficially
      owned  should  not be  construed  as an  admission  that such  shares  are
      beneficially  owned for purposes of the Exchange  Act.  Under the rules of
      the  Securities  and  Exchange  Commission,  a person  is  deemed  to be a
      "beneficial owner" of a security he or she has or shares the power to vote
      or direct the voting of such security or the power to dispose of or direct
      the disposition of such security. Accordingly, more than one person may be
      deemed to be a beneficial owner of the same security.

(2)   Ilia Lekach and Rachmil  Lekach  jointly own with their spouses the shares
      set forth opposite their respective names.



                                       14


(3)   Does  not  include  shares  subject  to  the  Nussdorf  Option  Agreement,
      including  the  125,000  shares  issuable  upon a like  number of  options
      required  to be granted to Mr.  Lekach as a  consequence  of the change of
      control.  The 150,000 shares  included in the table are not subject to the
      Nussdorf  Option  Agreement.  Mr. Lekach has sole  dispositive  and voting
      power over such 150,000 shares.

(4)   With respect to the specified beneficial owner,  includes shares of Common
      Stock issuable upon the exercise of stock options currently exercisable or
      exercisable  within  60 days of March 1,  2004 in the  following  amounts:
      Rachmil Lekach (25,000);  Jeffrey Geller (50,000); A. Mark Young (50,000);
      Donovan Chin (27,250);  Leon Geller (25,000);  Alan Grobman (21,000); Joel
      Lancaster  (32,504);  Carole  A.  Taylor  (6,000);  and  Joseph  Bouhadana
      (1,500).

(5)   The address of Parlux  Fragrances,  Inc.  is 3725 S.W.  30th  Avenue,  Ft.
      Lauderdale,  Florida  33154.  Ilia Lekach,  our former  Chairman and Chief
      Executive Officer, is the Chairman of the Board of Parlux Fragrances, Inc.

(6)   Based on the Schedule 13D dated  December 12, 2003,  filed with the SEC by
      Anthony Silverman. The principal business address of Mr. Silverman is 7305
      E. Del Acero Drive, Scottsdale, AZ 85258.

(7)   The principal  business  address of Messrs.  Glenn and Stephen Nussdorf is
      2060 Ninth Avenue, Ronkonkoma, New York 11779.

(8)   Includes  720,954  shares of the  Company's  Common  Stock  subject to the
      Nussdorf  Option  Agreement,  including the 125,000 shares issuable upon a
      like  number  of  options  required  to be  granted  to  Mr.  Lekach  as a
      consequence  of the change of  control.  Pursuant to the  Nussdorf  Option
      Agreement,  on March 10, 2004, the Nussdorfs  acquired 433,070 shares, and
      on March 19, 2004, the Nussdorfs acquired an additional 162,884 shares. In
      addition,  in  accordance  with the  Nussdorf  Option  Agreement,  Stephen
      Nussdorf  and  Glenn  Nussdorf  were  granted  a proxy to vote the  shares
      beneficially owned by Mr. Lekach which were subject to the Nussdorf Option
      Agreement.  The total number of shares outstanding as of March 1, 2004 for
      determining the percentage of shares  outstanding are deemed to include an
      aggregate  287,884 shares  issuable to Mr. Lekach upon exercise of options
      granted to him by the Company,  of which  162,884 were issued and acquired
      by the Nussdorfs on March 19, 2004.

(9)   Includes  shares of  Common  Stock  issuable  upon the  exercise  of stock
      options  currently  exercisable or exercisable  within 60 days of March 1,
      2004, as set forth in Note 4 above.

(10)  Does not include  shares  issuable upon the exercise of stock options that
      are provided for under the Company's 2000 Directors Stock Option Plan as a
      result of their  appointment  to the Board but not yet  granted to each of
      Michael  Katz,  Paul  Garfinkle  and  Stephen  Nussdorf.   Each  of  these
      directors, who are not employees of the Company, may be granted options to
      acquire 500 shares.



                                       15


CHANGE OF CONTROL

      Effective as of January 30, 2004, Ilia Lekach,  the former Chairman of the
Board and Chief  Executive  Officer  of the  Company,  IZJD  Corp.  and  Pacific
Investment  Group,  Inc.,  each of which are  wholly-owned  by Mr.  Lekach,  and
Deborah Lekach,  Mr. Lekach's wife  (collectively,  "Lekach"),  entered into the
Nussdorf  Option  Agreement,  with  Stephen  Nussdorf  and Glenn  Nussdorf  (the
"Nussdorfs"), pursuant to which the Nussdorfs were granted options to acquire up
to an aggregate 720,954 shares of the Company's Common Stock  beneficially owned
by  Lekach,  for a  purchase  price of  $12.70  per  share  in the  installments
indicated on or after the dates set forth in the table below:



                       Date                       Number of Shares
                       ----------------           ----------------
                       January 30, 2004           433,070
                       March 15, 2004             162,884
                       April 23, 2004             125,000

      The purchase  price for the shares to be acquired by the  Nussdorfs  under
the Nussdorf  Option  Agreement is payable in cash;  provided that the Nussdorfs
may elect to pay a portion of the purchase price for the shares that are subject
to the option  installment  that first  becomes  exercisable  in April 2004,  by
offsetting  the  principal  and accrued  interest  then owed under a  $1,000,000
demand note, dated December 8, 2003, made by Mr. Lekach and payable to the order
of Stephen Nussdorf.

      On  February 2, 2004,  the  Nussdorfs  gave notice of the  exercise of the
first option  installment  pursuant to the Nussdorf Option  Agreement to acquire
433,070 shares:  298,530 shares by Stephen  Nussdorf and 134,540 shares by Glenn
Nussdorf (the "Initial  Exercise").  The shares included in the Initial Exercise
were acquired on March 10, 2004.  The aggregate  purchase  price for the Initial
Exercise was paid in cash.

      On March 10, 2004, the Nussdorfs gave notice of the exercise of the second
option installment  pursuant to the Nussdorf Option Agreement to acquire 162,884
shares:  81,442  shares by each of  Stephen  Nussdorf  and Glenn  Nussdorf  (the
"Second Exercise").  The shares included in the Second Exercise were acquired on
March 19, 2004. The aggregate purchase price for the Second Exercise was paid in
cash. In connection with the Second Exercise,  Mr. Lekach exercised  options for
162,884 shares of the Company's  Common Stock in March,  2004,  125,000 of which
were issued pursuant to options granted Mr. Lekach under the Employee Plan.

      Of the  720,954  shares  subject  to the  Nussdorf  Option  Agreement,  an
aggregate  443,750  shares were  issuable upon exercise of certain stock options
owned of record by Ilia Lekach.  To date,  Mr. Lekach has  exercised  options to
acquire  318,750 of those shares and the Nussdorfs have acquired  595,954 shares
pursuant to the Nussdorf Option Agreement.  The remaining 125,000 shares subject
to the Nussdorf Option  Agreement are those shares issuable upon exercise of the
125,000 options required to be issued to Mr. Lekach pursuant to the terms of his
employment  agreement as a consequence  of the change of control.  These 125,000
options may only be issued upon  approval of an amendment to the Employee  Plan,
as described above.



                                       16


      Assuming the  Nussdorfs  exercise  their  option to acquire the  remaining
125,000 shares subject to the Nussdorf Option Agreement, the Nussdorfs would own
an aggregate  1,128,144  shares of the Company's  Common Stock or  approximately
39.7% of the  total  number  of shares of the  Company  Common  Stock  currently
outstanding.

      On March  11,  2004,  following  the  acquisition  of the  433,070  shares
pursuant to the Initial Exercise, the Nussdorfs made a $5,000,000 secured demand
loan to Perfumania. Such loan is evidenced by a subordinated secured demand note
of Perfumania. The demand loan is secured by a security interest in Perfumania's
assets  pursuant  to a  Security  Agreement,  by and  among  Perfumania  and the
Nussdorfs.

      In addition,  pursuant to and in accordance with the terms of the Nussdorf
Option  Agreement,  the Nussdorfs have been granted an irrevocable proxy for the
term set forth in the Agreement to vote any shares owned by the Lekach  entities
that are the subject of the Nussdorf Option Agreement.

      On February 6, 2004, Miles Raper,  Donovan Chin and Daniel Bengio resigned
as members of the  Company's  Board of  Directors,  and Stephen  Nussdorf,  Paul
Garfinkle and Michael W. Katz were elected to the Company's  Board of Directors.
Effective  February  10,  2004,  Mr.  Lekach's  employment  with the Company was
terminated  and Mr.  Lekach  ceased  serving as an  employee  and officer of the
Company.  In addition,  on February 10, 2004,  Stephen L. Nussdorf was appointed
the  Company's  Chairman  of the Board and  Michael  W. Katz was  appointed  the
Company's Chief Executive Officer and President.

























                                       17


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

EXECUTIVE COMPENSATION

      The following tables set forth certain information concerning compensation
for the fiscal  years ended  February 1, 2004  (Fiscal  2003),  February 1, 2003
(Fiscal 2002) and February 2, 2002 (Fiscal 2001) of the Chief Executive  Officer
and the most four highly  compensated  executive  officers  who were  serving as
executive  officers  of the Company at the end of the last fiscal year and whose
total annual salary and bonus exceeded  $100,000 for fiscal 2003  (collectively,
the "Named Executive Officers").









































                                       18



                                                                                         SUMMARY COMPENSATION TABLE

                                                             ANNUAL COMPENSATION
                                         ---------------------------------------------------------------

                                         ---------------------------------------------------------------

                                            Fiscal                                  Other Annual
Name and Principal Position                  Year     Salary($)    Bonus($)      Compensation($)(1)
------------------------------------------ -------- ------------- ------------ -------------------------
                                                                   
Ilia Lekach                                  2003      509,101                       1,012,521
   formerly Chairman of the Board            2002      441,000           --                 --
   and Chief Executive Officer               2001      438,577      250,000                 --

A. Mark Young                                2003      217,640                         469,183
   Chief Financial Officer                   2002      196,153           --                 --
                                             2001      166,152           --                 --

Jeffrey Geller                               2003      220,256                         472,072
  President and Chief Operating Officer      2002      192,561           --                 --
   Perfumania, Inc.                          2001      162,197           --                 --

Leon Geller (3)                              2003      181,209                         183,899
   Vice President of Purchasing,             2002      173,166           --                 --
   Perfumania, Inc.                          2001      159,341           --                 --

Joel Lancaster                               2003      149,371           --            145,167
   Vice President of Purchasing,             2002      131,945           --                 --
   Perfumania, Inc.                          2001      123,171           --                 --






                                                           LONG-TERM COMPENSATION
                                         -------------------------------------------------------------
                                                   AWARDS                         PAYOUTS
                                         -------------------------------------------------------------
                                         Restricted
                                           Stock                         LTIP           All Other
Name and Principal Position              Awards($)     Options(#)(2)   Payouts($)    Compensation($)
--------------------------------------- ------------ ---------------- ------------- ------------------
                                                                         
Ilia Lekach                                   --            125,000           --                --
   formerly Chairman of the Board             --                 --           --                --
   and Chief Executive Officer                --            125,000           --                --

A. Mark Young                                 --             25,000           --                --
   Chief Financial Officer                    --                 --           --                --
                                              --             12,500           --                --

Jeffrey Geller                                --             25,000           --                --
  President and Chief Operating Officer       --                 --           --                --
   Perfumania, Inc.                                          10,000

Leon Geller (3)                               --             12,500           --                --
   Vice President of Purchasing,              --                 --           --                --
   Perfumania, Inc.                           --             12,500           --                --

Joel Lancaster                                --             16,252           --                --
   Vice President of Purchasing,              --                 --           --                --
   Perfumania, Inc.                           --              3,752           --                --





                                       19


      (1)   Amounts included  represent  payments made to the persons  indicated
            pursuant to the terms of their employment  agreements as a result of
            the change of control,  described above. These payments were made as
            a  consequence  of the  determination  on  February  3,  2004 by the
            disinterested and independent members of the Board of Directors that
            a change of control had occurred under the terms of such  employment
            agreements,  and the subsequent  authorization  on such date of such
            payments by Ilia  Lekach,  the  Company's  then  Chairman  and Chief
            Executive Officer.  The column for "Other Annual  Compensation" does
            not  include any amounts  for  executive  perquisites  and any other
            personal benefits,  such as the cost of automobiles,  life insurance
            and  disability  insurance  because the aggregate  dollar amount per
            executive does not exceed the lesser of $50,000 or 10% of his annual
            salary and bonus.

      (2)   Our Board of Directors authorized a one-for-four reverse stock-split
            of our outstanding shares of Common Stock for shareholders of record
            on March 2, 2002. Accordingly, all share and per share data shown in
            this  information  statement  have been  retroactively  adjusted  to
            reflect  this  reverse  stock-split.  Options  issued in Fiscal 2003
            represent  those options  issued as a  consequence  of the change of
            control  pursuant to the  Company's  contractual  obligations  under
            existing  employment  agreements,   including  the  125,000  options
            issuable to Mr. Lekach upon approval of the Plan Amendments.

      (3)   Leon  Geller  joined  us in  October  2000  and was  appointed  Vice
            President of Purchasing of Perfumania, Inc. in March 2001.

OPTION GRANTS IN LAST FISCAL YEAR

      Apart from options granted upon a change of control,  as described herein,
no named executive officer was granted any stock options during Fiscal 2003.

      OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

      The  following  table  sets forth  certain  information  regarding  option
exercises by the Named  Executive  Officers during Fiscal 2003, and options held
by such executive officers on January 31, 2004:



                                                                                            Value of Unexercised
                                                                Number of Unexercised       In-The-Money Options at
                                                                   Options at Fiscal           Fiscal Year-End
                           Number of Shares         Value       Year-End (#) Exercisable    ($)(1)(2) Exercisable /
Name                       Acquired on Exercise    Realized        / Unexercisable (1)         Unexercisable
                                                                                 
Ilia Lekach                          -                 -                 443,750/0                 $4,861,000/0
A. Mark Young                        -                 -                  50,000/0                 $418,000/0
Jeffrey Geller                       -                 -                  50,000/0                 $292,400/0
Leon Geller                          -                 -                  25,000/0                 $262,000/0
Joel Lancaster                       -                 -                  32,504/0                 $ 175,042/0


(1)   Includes  options  issued to such  persons  as a result  of the  change of
      control.  Assumes all outstanding options are currently  exercisable based
      on the change of control.



                                       20


(2)   Based on the spread  between  the  exercise  price of the  options and the
      closing price of $14.00 per share on January 30, 2004.

EMPLOYMENT AND SEVERANCE AGREEMENTS

      Effective February 1, 2002, we entered into a 3-year employment  agreement
with Ilia Lekach. Mr. Lekach's employment  agreement was terminated effective as
of February 10, 2004.  Pursuant to the terms of the  employment  agreement,  Mr.
Lekach was to receive an annual  salary of $460,000,  subject to  cost-of-living
increases or 5% if higher.  The  employment  agreement  provided that Mr. Lekach
would  continue to receive his annual salary until the expiration of the term of
the agreement if his  employment  was terminated by us for any reason other than
death,  disability  or cause  (as  defined  in the  employment  agreement).  The
employment  agreement  contained a performance  bonus plan,  which  provided for
additional  compensation and grant of stock options, if we met certain specified
net income levels. The employment  agreement prohibited Mr. Lekach from directly
or indirectly  competing  with us during the term of his  employment and for one
year after  termination of employment  except in the case of our  termination of
employment without cause. Pursuant to the terms of the employment agreement, Mr.
Lekach  received a signing bonus of $250,000 and was granted  125,000 options to
purchase our Common  Stock at an exercise  price of $4.00 per share (the closing
market price of our Common Stock on January 31, 2002).

      On February 10, 2004, our Board of Directors terminated without cause Ilia
Lekach's  employment  with the  Company  as  Chairman  of the  Board  and  Chief
Executive  Officer.  In  addition,  as a  consequence  of  the  Nussdorf  Option
Agreement  described herein, the Board of Directors  determined that a change of
control occurred under the Company's  employment  agreement with Mr. Lekach, and
that the terms of the  employment  agreement  required  the Company to issue Mr.
Lekach 125,000 options. Upon termination of the employment  agreement,  and as a
consequence  of the  change  of  control,  Mr.  Lekach  was  paid  approximately
$1,012,000 (two times the remaining compensation under the Agreement).

      Effective January 31, 2003, we entered into 3-year  employment  agreements
with A. Mark Young and Jeffrey Geller providing for annual salaries of $210,000,
subject to specified increases. In addition,  effective May 16, 2002, we entered
into 2-year employment agreements with Leon Geller and Joel Lancaster, providing
for annual salaries of $175,142 and $138,225, respectively, subject to specified
increases.  Such  employment  agreements  provided  that  such  employees  would
continue  to  receive  their  salary  until  the  expiration  of the term of the
employment  agreements  if their  employment  is terminated by us for any reason
other than death, disability or cause (as defined in the employment agreements),
as well as provisions  for change in control.  As a consequence of the change of
control,  Mr. Young, Mr. Jeffrey Geller, Mr. Leon Geller, Mr. Joel Lancaster and
Mr.  Alan  Grobman  received  approximately  respectively  $469,000,   $472,000,
$184,000,  $125,000 and $145,000 under the terms of their respective  employment
agreements  with the Company.  These  payments were made as a consequence of the
determination on February 3, 2004 by the disinterested  and independent  members
of the Board of Directors  that a change of control had occurred under the terms
of such employment agreements,  and the subsequent authorization on such date of
such payments by Ilia Lekach,  the Company's  then Chairman and Chief  Executive
Officer.



                                       21


DIRECTOR COMPENSATION

      We pay each non-employee director a $10,000 annual retainer, and reimburse
their expenses in connection  with their  activities as directors.  In addition,
non-employee directors are eligible to receive stock options under the Company's
2000 Directors Stock Option Plan.

      Our 2000 Directors  Stock Option Plan currently  provides for an automatic
grant of an option to  purchase  500 shares of our Common  Stock upon a person's
election as director, and an automatic grant of options to purchase 1,000 shares
of our Common  Stock upon  re-election  to the Board,  in both  instances  at an
exercise price equal to the fair market value of the Common Stock on the date of
the option grant.

                          PROPOSALS BY SECURITY HOLDERS

      No security  holder has  requested the Company to include any proposals in
this Proxy  Statement.  We know of no other  business  to be brought  before the
Special Meeting. If, however, any other business should properly come before the
Special Meeting,  the persons named in the accompanying  proxy will vote proxies
as in their discretion they may deem appropriate,  unless they are directed by a
proxy to do otherwise.

      Shareholder  proposals intended to be presented at our 2004 Annual Meeting
of  Shareholders  pursuant  to the  provisions  of Rules  14a-5 and 14a-8 of the
Securities and Exchange  Commission,  promulgated under the Securities  Exchange
Act of 1934,  as amended,  must be received by our  Corporate  Secretary  at the
address below by July 15, 2004 for inclusion in our Proxy  Statement and form of
proxy relating to such Annual Meeting.  Any Shareholder proposal submitted other
than for inclusion in our proxy  materials for that meeting must be delivered to
us no later  than  September  28,  2004,  or such  proposal  will be  considered
untimely. If a shareholder proposal is received after September 28, 2004, we may
vote in our  discretion  as to the  proposal all of the shares for which we have
received proxies for the 2004 Annual Meeting of Shareholders. Send all proposals
or  nominations  to  Donovan  Chin,  Secretary,   E  Com  Ventures,   Inc.,  251
International Parkway, Sunrise, Florida 33325.


                            DELIVERY OF DOCUMENTS TO
                       SECURITY HOLDERS SHARING AN ADDRESS

      Only one Proxy Statement is being delivered to multiple  security  holders
sharing an address unless the Company has received  contrary  instructions  from
one or more of the security  holders.  The Company shall  deliver  promptly upon
written or oral  request a separate  copy of the Proxy  Statement  to a security
holder  at a  shared  address  to  which  a  single  copy of the  documents  was
delivered.  A security  holder can notify the Company that the  security  holder
wishes to receive a separate  copy of the Proxy  Statement  by sending a written
request to the Company at 251 International Parkway,  Sunrise,  Florida 33325 or
by calling  the Company at (954)  335-9100  and  requesting  a copy of the Proxy
Statement.  A security holder may utilize the same address and telephone  number
to request either  separate copies or a single copy for a single address for all
future information statements and annual reports.




                                       22


BY ORDER OF THE BOARD OF DIRECTORS


A. Mark Young,
Chief Financial Officer

Sunrise, Florida
April 16, 2004










                                       23



                                   APPENDIX A

                                    AMENDMENT
                                     TO THE
                              E COM VENTURES, INC.
                             2000 STOCK OPTION PLAN

      WHEREAS,  E  Com  Ventures,  Inc.  (the  "Company")  maintains  the  E Com
Ventures, Inc. 2000 Stock Option Plan (the "Plan");

      WHEREAS,  following the effective date of the Plan the Company implemented
a reverse  stock split of its Common Stock on a 1 share for 4 shares basis ( the
"Reverse Split");

      WHEREAS,  due to the Reverse  Split,  the Board  reduced (i) the aggregate
number of shares of Common Stock  available  for option grant under the Plan and
(ii) the aggregate  number of options that could be granted to an optionee under
the Plan;

      WHEREAS, pursuant to Section 10 of the Plan, the Board of Directors of the
Company (the "Board") reserved the right to amend the Plan; and

      WHEREAS,  the Board considers it to be in the best interest of the Company
to amend the Plan to allow the  Company  greater  flexibility  under the Plan in
order to enhance  the  ability  of the  Company  to  attract  and retain  highly
qualified individuals for positions with the Company;

      NOW, THEREFORE,  effective upon shareholder approval, the plan is amended
as follows:

      1. The reference to "1,500,000  shares" in the first sentence of Section 3
         of the Plan shall be deleted and replaced with "866,198 shares".

      2. Subsection  5(e) of  Section  5 of the Plan is  hereby  deleted  in its
         entirety and replaced with the following text:

         "Notwithstanding  any other  provision of this Plan, and in addition to
         any other  requirements  of this Plan, the aggregate  number of Options
         granted  to any  one  Optionee  may  not  exceed  500,000,  subject  to
         adjustment as provided in Section 10 hereof."

      IN WITNESS  WHEREOF,  this  Amendment  is  executed  as of the ____ day of
__________, 2004.

                                         E COM VENTURES, INC.

                                         By:___________________________________
                                         Name:_________________________________
                                         Title:________________________________



                                      A-1
{M2082193;3}



                                   APPENDIX B

                              E COM VENTURES, INC.
                             2000 STOCK OPTION PLAN

                             (AS ORIGINALLY ADOPTED)

      1. PURPOSE.  The purpose of this Plan is to advance the interests of E COM
VENTURES,  INC., a Florida corporation (the "Company"),  and its Subsidiaries by
providing an additional  incentive to attract and retain qualified and competent
persons who provide services to the Company and its Subsidiaries, and upon whose
efforts and judgment the success of the Company and its  Subsidiaries is largely
dependent,  through the  encouragement of stock ownership in the Company by such
persons.  As of the Effective  Date of this Plan, no more stock options shall be
granted under the 1991 Stock Plan, as amended.

      2. DEFINITIONS. As used herein, the following terms shall have the meaning
indicated:

            (a) "Board" shall mean the Board of Directors of the Company.

            (b) "Code" shall mean the Internal  Revenue Code of 1986, as amended
from time to time.

            (c)"Committee"  shall  mean the  committee  appointed  by the  Board
pursuant to Section 13(a) hereof,  or, if such committee is not  appointed,  the
Board.

            (d)"Common  Stock" shall mean the Company's  Common Stock, par value
$0.01 per share.

            (e)  "Company"   shall  mean  E  COM   VENTURES,   INC.,  a  Florida
corporation.

            (f) "Director" shall mean a member of the Board.

            (g) "Effective Date" shall mean October 31, 2000.

            (h) "Fair Market  Value" of a share on any date of  reference  shall
mean the "Closing  Price" (as defined below) of the Common Stock on the business
day  immediately  preceding the date of  reference,  unless the Committee or the
Board in its sole  discretion  shall  determine  otherwise in a fair and uniform
manner. For the purpose of determining Fair Market Value, the "Closing Price" of
the Common  Stock on any business day shall be (i) if the Common Stock is listed
or admitted for trading on any United States national securities exchange, or if
actual  transactions  are  otherwise  reported  on  a  consolidated  transaction
reporting system,  the last reported sale price of Common Stock on such exchange
or reporting system, as reported in any newspaper of general  circulation,  (ii)
if the Common Stock is quoted on the National  Association of Securities Dealers
Automated  Quotations  System  ("NASDAQ"),  or any similar  system of  automated
dissemination  of  quotations  of  securities  prices  in common  use,  the last
reported  sale price of Common  Stock on such system or, if sales prices are not
reported,  the mean  between the closing high bid and low asked  quotations  for
such day of Common Stock on such system, as


                                      B-1



reported in any newspaper of general  circulation or (iii) if neither clause (i)
or (ii) is  applicable,  the mean between the high bid and low asked  quotations
for the Common Stock as reported by the National Quotation Bureau,  Incorporated
if at least two securities  dealers have inserted both bid and asked  quotations
for Common  Stock on at least five of the ten  preceding  days.  If neither (i),
(ii), or (iii) above is  applicable,  then Fair Market Value shall be determined
by the Committee or the Board in a fair and uniform manner.

            (i) "Incentive Stock Option" shall mean an incentive stock option as
defined in Section 422 of the Internal Revenue Code.

            (j) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.

            (k)  "Officer"  shall  mean the  Company's  Chairman  of the  Board,
President,  Chief Executive  Officer,  principal  financial  officer,  principal
accounting  officer,  any vice-president of the Company in charge of a principal
business unit, division or function (such as sales,  administration or finance),
any other officer who performs a policy-making function, or any other person who
performs  similar   policy-making   functions  for  the  Company.   Officers  of
Subsidiaries  shall be deemed  Officers  of the  Company  if they  perform  such
policy-making  functions for the Company. As used in this paragraph,  the phrase
"policy-making  function" does not include policy-making  functions that are not
significant.  If  pursuant  to Item  401(b) of  Regulation  S-K (17  C.F.R.  ss.
229.401(b))  the Company  identifies  a person as an  "executive  officer,"  the
person so  identified  shall be deemed an "Officer"  even though such person may
not  otherwise  be an "Officer"  pursuant to the  foregoing  provisions  of this
paragraph.

            (l) "Option" (when  capitalized) shall mean any option granted under
this Plan.

            (m) "Option  Agreement" means the agreement  between the Company and
the Optionee for the grant of an option.

            (n) "Optionee" shall mean a person to whom a stock option is granted
under this Plan or any person who  succeeds to the rights of such  person  under
this Plan by reason of the death of such person.

            (o)  "Outside  Director"  shall  mean  a  member  of the  Board  who
qualifies as an "outside  director" under Section 162(m) of the Internal Revenue
Code and the regulations thereunder and as a "Non-Employee  Director" under Rule
16b-3 promulgated under the Securities Exchange Act.

            (p) "Plan" shall mean this 2000 Stock Option Plan for the Company.

            (q) "Securities Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.

            (r) "Share" shall mean a share of Common Stock.


                                      B-2



            (s) "Subsidiary" shall mean any corporation (other than the Company)
in any unbroken chain of corporations beginning with the Company if, at the time
of the  granting of the  Option,  each of the  corporations  other than the last
corporation  in the unbroken  chain owns stock  possessing 50 percent or more of
the total  combined  voting  power of all  classes  of stock in one of the other
corporations in such chain.

      3. SHARES  AVAILABLE  FOR OPTION  GRANTS.  The  Committee or the Board may
grant to  Optionees  from time to time Options to purchase an aggregate of up to
1,500,000 shares from the Company's authorized and unissued Shares. In addition,
the number of Shares  available for issuance under the Plan shall  automatically
increase on the first trading day of each fiscal year of the Company  during the
term of the Plan,  beginning  with the fiscal year ended February 2, 2002, by an
amount equal to three  percent (3%) of the shares of Common Stock of the Company
outstanding as of the last trading day of the immediately preceding fiscal year.
No Incentive Stock Options may be granted on the basis of the additional  shares
of Common Stock  resulting  from such annual  increases.  If any Option  granted
under the Plan shall terminate,  expire, or be canceled or surrendered as to any
Shares, new Options may thereafter be granted covering such Shares.

      4. INCENTIVE AND NON-QUALIFIED OPTIONS.

            (a) An Option granted  hereunder  shall be either an Incentive Stock
Option or a  Non-Qualified  Stock Option as  determined  by the Committee or the
Board at the time of grant of the Option and shall  clearly  state whether it is
an Incentive Stock Option or a Non-Qualified  Stock Option.  All Incentive Stock
Options shall be granted  within 10 years from the effective  date of this Plan.
Incentive  Stock Options may not be granted to any person who is not an employee
of the Company or any Subsidiary.

            (b)  Options   otherwise   qualifying  as  Incentive  Stock  Options
hereunder will not be treated as Incentive  Stock Options to the extent that the
aggregate  fair market value  (determined  at the time the Option is granted) of
the Shares,  with respect to which Options  meeting the  requirements of Section
422(b) of the Code are exercisable  for the first time by any individual  during
any calendar year (under all plans of the Company and its parent and  subsidiary
corporations as defined in Section 424 of the Code), exceeds $100,000.

      5. CONDITIONS FOR GRANT OF OPTIONS.

            (a) Each Option shall be evidenced by an Option  Agreement  that may
contain any term deemed  necessary or  desirable by the  Committee or the Board,
provided such terms are not  inconsistent  with this Plan or any applicable law.
Optionees shall be (i) those persons selected by the Committee or the Board from
the class of all regular  employees  of, or persons who  provide  consulting  or
other services as independent  contractors to, the Company or its  Subsidiaries,
including  Directors and Officers who are regular employees,  and (ii) Directors
who are not employees of the Company or of any Subsidiaries.

            (b) In granting Options,  the Committee or the Board shall take into
consideration the contribution the person has made to the success of the Company
or its  Subsidiaries  and such other factors as the Committee or the Board shall
determine.  The


                                      B-3



Committee or the Board shall also have the authority to consult with and receive
recommendations  from  officers  and  other  personnel  of the  Company  and its
Subsidiaries  with regard to these matters.  The Committee or the Board may from
time to time in granting  Options under the Plan  prescribe such other terms and
conditions concerning such Options as it deems appropriate,  including,  without
limitation,  (i)  prescribing  the date or dates on  which  the  Option  becomes
exercisable,  (ii) providing that the Option rights accrue or become exercisable
in  installments  over a period of years, or upon the attainment of stated goals
or both, or (iii) relating an Option to the continued employment of the Optionee
for a specified period of time,  provided that such terms and conditions are not
more favorable to an Optionee than those expressly permitted herein.

            (c) The  Options  granted to  employees  under this Plan shall be in
addition to regular salaries,  pension, life insurance or other benefits related
to their employment with the Company or its  Subsidiaries.  Neither the Plan nor
any  Option  granted  under the Plan shall  confer  upon any person any right to
employment or continuance of employment by the Company or its Subsidiaries.

            (d)  Notwithstanding  any other provision of this Plan, an Incentive
Stock Option shall not be granted to any person  owning  directly or  indirectly
(through  attribution  under  Section  424(d) of the Code) at the date of grant,
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company (or of its parent or subsidiary  corporation (as defined
in Section  424 of the Code) at the date of grant)  unless  the option  price of
such Option is at least 110% of the Fair Market  Value of the Shares  subject to
such Option on the date the Option is  granted,  and such Option by its terms is
not exercisable  after the expiration of five years from the date such Option is
granted.

            (e)  Notwithstanding  any  other  provision  of  this  Plan,  and in
addition to any other requirements of this Plan, the aggregate number of Options
granted to any one Optionee may not exceed  500,000,  subject to  adjustment  as
provided in Section 10 hereof.

      6. OPTION  PRICE.  The option  price per Share of any Option  shall be any
price  determined  by the  Committee or the Board but shall not be less than the
par value per Share; provided,  however, that in no event shall the option price
per Share of any  Incentive  Stock  Option be less than the Fair Market Value of
the Shares underlying such Option on the date such Option is granted.

      7. EXERCISE OF OPTIONS.  An Option shall be deemed  exercised when (i) the
Company has received  written  notice of such  exercise in  accordance  with the
terms of the Option,  (ii) full  payment of the  aggregate  option  price of the
Shares as to which the Option is exercised has been made, and (iii) arrangements
that are  satisfactory to the Committee or the Board in its sole discretion have
been made for the  Optionee's  payment  to the  Company  of the  amount  that is
necessary  for the Company or  Subsidiary  employing the Optionee to withhold in
accordance with applicable  Federal or state tax withholding  requirements.  The
consideration  to be paid for the Shares to be issued upon exercise of an Option
as well as the method of payment of the  exercise  price and of any  withholding
and employment taxes applicable thereto, shall be determined by the Committee or
the Board and may in the  discretion  of the  Committee or the Board consist of:
(1) cash, (2)



                                      B-4



certified or official  bank check,  (3) money  order,  (4) Shares that have been
held by the  Optionee  for at least six (6) months (or such other  Shares as the
Company  determines  will not cause  the  Company  to  recognize  for  financial
accounting purposes a charge for compensation  expense),  (5) the withholding of
Shares  issuable  upon  exercise  of the  Option,  (6)  pursuant  to a "cashless
exercise" procedure, by delivery of a properly executed exercise notice together
with such other documentation,  and subject to such guidelines,  as the Board or
the Committee  shall require to effect an exercise of the Option and delivery to
the Company by a licensed broker  acceptable to the Company of proceeds from the
sale of Shares or a margin loan  sufficient  to pay the  exercise  price and any
applicable income or employment taxes, or (7) in such other consideration as the
Committee or the Board deems  appropriate,  or by a combination of the above. In
the case of an Incentive Stock Option, the permissible  methods of payment shall
be  specified at the time the Option is granted.  The  Committee or the Board in
its sole  discretion may accept a personal  check in full or partial  payment of
any Shares. If the exercise price is paid, and/or the Optionee's tax withholding
obligation  is  satisfied,  in whole or in part  with  Shares,  or  through  the
withholding  of Shares  issuable upon  exercise of the Option,  the value of the
Shares  surrendered or withheld shall be their Fair Market Value on the date the
Option is exercised.  The Committee or the Board in its sole  discretion may, on
an individual  basis or pursuant to a general program  established in connection
with this Plan, cause the Company to lend money to an Optionee, guarantee a loan
to an Optionee,  or otherwise assist an Optionee to obtain the cash necessary to
exercise  all or a portion  of an  Option  granted  hereunder  or to pay any tax
liability of the Optionee  attributable to such exercise.  If the exercise price
is paid in whole or part with  Optionee's  promissory  note, such note shall (i)
provide for full recourse to the maker,  (ii) be collateralized by the pledge of
the Shares that the Optionee  purchases upon exercise of the Option,  (iii) bear
interest at the prime rate of the Company's  principal lender,  and (iv) contain
such other  terms as the  Committee  or the Board in its sole  discretion  shall
reasonably  require.  No  Optionee  shall be deemed to be a holder of any Shares
subject to an Option unless and until a stock  certificate or  certificates  for
those  Shares are  issued to that  person(s)  under the terms of this  Plan.  No
adjustment shall be made for dividends  (ordinary or  extraordinary,  whether in
cash,  securities or other property) or  distributions or other rights for which
the record date is prior to the date the stock certificate is issued,  except as
expressly provided in Section 10 hereof.

      8. EXERCISABILITY OF OPTIONS.  Any Option shall become exercisable in such
amounts,  at such  intervals  and upon such terms as the  Committee or the Board
shall  provide in the Option  Agreement  for that  Option,  except as  otherwise
provided in this Section 8:

            (a) The  expiration  date of an Option  shall be  determined  by the
Committee or the Board at the time of grant,  but in no event shall an Option be
exercisable  after  the  expiration  of 10  years  from the date of grant of the
Option.

            (b) Unless otherwise provided in any Option, each outstanding Option
shall become immediately fully exercisable in the event of a "Change in Control"
or in the event that the  Committee or the Board  exercises  its  discretion  to
provide a  cancellation  notice with  respect to the Option  pursuant to Section
9(b) hereof. For this purpose, the term "Change in Control" shall mean:

                  (i)  Approval  by  the   shareholders  of  the  Company  of  a
      reorganization,   merger,   consolidation   or  other  form  of  corporate
      transaction or series of transactions, in



                                      B-5



      each case, with respect to which persons who were the  shareholders of the
      Company immediately prior to such reorganization,  merger or consolidation
      or other transaction do not, immediately thereafter,  own more than 50% of
      the combined  voting power  entitled to vote  generally in the election of
      directors  of the  reorganized,  merged  or  consolidated  company's  then
      outstanding  voting  securities,  in substantially the same proportions as
      their  ownership   immediately  prior  to  such  reorganization,   merger,
      consolidation or other transaction, or a liquidation or dissolution of the
      Company  or the  sale of all or  substantially  all of the  assets  of the
      Company  (unless  such  reorganization,  merger,  consolidation  or  other
      corporate  transaction,  liquidation,  dissolution or sale is subsequently
      abandoned); or

                  (ii)  Individuals  who,  as of the date on which the Option is
      granted,  hereof,  constitute the Board (the "Incumbent  Board") cease for
      any reason to constitute  at least a majority of the Board,  provided that
      any person becoming a director  subsequent to the date on which the Option
      was granted whose  election,  or nomination  for election by the Company's
      shareholders,  was  approved  by a vote  of at  least  a  majority  of the
      directors then  comprising the Incumbent  Board (other than an election or
      nomination  of an  individual  whose  initial  assumption  of office is in
      connection with an actual or threatened  election  contest relating to the
      election of the  Directors of the Company)  shall be, for purposes of this
      Agreement, considered as though such person were a member of the Incumbent
      Board.; or

                  (iii) The  acquisition  (other  than from the  Company) by any
      person,  entity or  "group",  within the  meaning of Section  13(d)(3)  or
      14(d)(2) of the Securities  Exchange Act, of beneficial  ownership (within
      the meaning of Rule 13-d promulgated under the Securities Exchange Act) of
      30% of either the then outstanding shares of the Company's Common Stock or
      the  combined  voting  power  of the  Company's  then  outstanding  voting
      securities  entitled  to  vote  generally  in the  election  of  directors
      (hereinafter  referred to as the  ownership of a  "Controlling  Interest")
      excluding,  for this purpose,  any  acquisitions by (1) the Company or its
      Subsidiaries,  (2) any  person,  entity or "group"  that as of the date on
      which the Option is granted owns beneficial  ownership (within the meaning
      of  Rule  13d-3  promulgated  under  the  Securities  Exchange  Act)  of a
      Controlling  Interest or (3) any  employee  benefit plan of the Company or
      its Subsidiaries.

            (c)  The  Committee  or  the  Board  may  in  its  sole  discretion,
accelerate  the date on which any Option may be exercised and may accelerate the
vesting  of any  Shares  subject to any  Option or  previously  acquired  by the
exercise of any Option.

      9. TERMINATION OF OPTION PERIOD.

            (a)  Unless  otherwise   provided  in  any  Option  Agreement,   the
unexercised  portion  of any  Option  shall  automatically  and  without  notice
terminate  and become null and void at the time of the  earliest to occur of the
following:

                  (i)  three  months  after  the  date on which  the  Optionee's
      employment is terminated other than by reason of (A) Cause,  which, solely
      for purposes of this Plan,  shall mean the  termination  of the Optionee's
      employment  by  reason  of the  Optionee's


                                      B-6




      willful  misconduct  or  gross  negligence,   (B)  a  mental  or  physical
      disability  (within the meaning of Internal Revenue Code Section 22(e)) of
      the  Optionee  as  determined  by a  medical  doctor  satisfactory  to the
      Committee, or (C) death of the Optionee;

                  (ii)  immediately  upon  the  termination  of  the  Optionee's
      employment for Cause;

                  (iii)  twelve  months  after the date on which the  Optionee's
      employment  is  terminated  by reason of a mental or  physical  disability
      (within  the  meaning of  Section  22(e) of the Code) as  determined  by a
      medical doctor satisfactory to the Committee or the Board;

                  (iv) (A) twelve  months after the date of  termination  of the
      Optionee's  employment by reason of death of the  Optionee,  or, if later,
      (B) three months  after the date on which the  Optionee  shall die if such
      death  shall  occur  during the one year period  specified  in  Subsection
      9(a)(iii) hereof.

                  (v)  immediately in the event that the Optionee shall file any
      lawsuit or arbitration claim against the Company or any Subsidiary, or any
      of their respective officers, directors or shareholders; or

All references herein to the termination of the Optionee's  employment shall, in
the case of an Optionee  who is not an employee of the Company or a  Subsidiary,
refer to the termination of the Optionee's service with the Company.

            (b) To the extent not  previously  exercised,  (i) each Option shall
terminate  immediately in the event of (1) the liquidation or dissolution of the
Company,  or (2) any  reorganization,  merger,  consolidation  or other  form of
corporate  transaction  in which  the  Company  does  not  survive,  unless  the
successor corporation,  or a parent or subsidiary of such successor corporation,
assumes the Option or  substitutes  an  equivalent  option or right  pursuant to
Section 10(c) hereof, and (ii) the Committee or the Board in its sole discretion
may by  written  notice  ("cancellation  notice")  cancel,  effective  upon  the
consummation of any corporate transaction described in Subsection 8(b)(i) hereof
in which the Company does survive,  any Option that remains  unexercised on such
date.  The  Committee  or the Board shall give  written  notice of any  proposed
transaction  referred to in this Section 9(b) a reasonable  period of time prior
to the  closing  date for such  transaction  (which  notice may be given  either
before or after approval of such transaction),  in order that Optionees may have
a reasonable period of time prior to the closing date of such transaction within
which to exercise any Options that then are  exercisable  (including any Options
that may become  exercisable  upon the  closing  date of such  transaction).  An
Optionee may  condition  his exercise of any Option upon the  consummation  of a
transaction referred to in this Section 9(b).

      10. ADJUSTMENT OF SHARES.

            (a) If at any  time  while  the  Plan is in  effect  or  unexercised
Options are  outstanding,


                                      B-7



there shall be any increase or decrease in the number of issued and  outstanding
Shares   through   the   declaration   of  a  stock   dividend  or  through  any
recapitalization  resulting  in a stock  split-up,  combination  or  exchange of
Shares, then and in that event:

                  (i) appropriate adjustment shall be made in the maximum number
      of Shares  available  for grant under the Plan,  or available for grant to
      any person under the Plan,  so that the same  percentage  of the Company's
      issued and  outstanding  Shares  shall  continue to be subject to being so
      optioned; and

                  (ii) the Board or the Committee may, in its  discretion,  make
      any  adjustments  it deems  appropriate  in the  number of Shares  and the
      exercise price per Share thereof then subject to any  outstanding  Option,
      so that the same percentage of the Company's issued and outstanding Shares
      shall remain subject to purchase at the same aggregate exercise price.

            (b) Unless otherwise provided in any Option Agreement, the Committee
may change the terms of Options outstanding under this Plan, with respect to the
option price or the number of Shares subject to the Options,  or both,  when, in
the Committee's sole discretion,  such adjustments  become  appropriate so as to
preserve benefits under the Plan.

            (c) In the event of a proposed sale of all or  substantially  all of
the Company's assets or any reorganization,  merger, consolidation or other form
of  corporate  transaction  in which the  Company  does not  survive,  where the
securities of the successor  corporation,  or its parent company,  are issued to
the Company's  shareholders,  then the successor  corporation or a parent of the
successor  corporation  may,  with the  consent of the  Committee  or the Board,
assume each outstanding  Option or substitute an equivalent  option or right. If
the successor  corporation,  or its parent, does not cause such an assumption or
substitution to occur, or the Committee or the Board does not consent to such an
assumption or substitution, then each Option shall terminate pursuant to Section
9(b)  hereof  upon the  consummation  of sale,  merger,  consolidation  or other
corporate transaction.

            (d) Except as otherwise  expressly  provided herein, the issuance by
the  Company  of  shares  of its  capital  stock  of any  class,  or  securities
convertible into shares of capital stock of any class, either in connection with
a direct sale or upon the exercise of rights or warrants to subscribe  therefor,
or upon conversion of shares or obligations of the Company convertible into such
shares  or other  securities,  shall not  affect,  and no  adjustment  by reason
thereof  shall be made to,  the  number of or  exercise  price for  Shares  then
subject to outstanding Options granted under the Plan.

            (e) Without limiting the generality of the foregoing,  the existence
of outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make,  authorize or  consummate  (i) any or all
adjustments,   recapitalizations,   reorganizations  or  other  changes  in  the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities,  or preferred or
preference  stock  that would  rank  above the  Shares  subject  to  outstanding
Options;  (iv) the  dissolution  or  liquidation  of the Company;  (v) any sale,
transfer  or  assignment  of all or any part of the  assets or  business  of the
Company;  or (vi) any other  corporate act or  proceeding,  whether of a similar
character or otherwise.

      11. TRANSFERABILITY OF OPTIONS AND SHARES.

            (a) No Incentive Stock Option,  and unless the prior written consent
of the Committee or the Board is obtained (which consent may be withheld for any
reason) and the  transaction  does not violate  the  requirements  of Rule 16b-3
promulgated  under the Securities  Exchange Act, no  Non-Qualified  Stock Option
shall be subject to  alienation,  assignment,  pledge,  charge or other transfer
other than by the Optionee by will or the laws of descent and distribution,  and
any  attempt to make any such  prohibited  transfer  shall be void.  Each Option
shall be exercisable during the Optionee's lifetime only by the Optionee,  or in
the case of a  Non-Qualified  Stock Option that has been assigned or transferred
with the prior  written  consent  of the  Committee  or the  Board,  only by the
permitted assignee.

      (b) No Shares acquired by an Officer or Director  pursuant to the exercise
of an Option may be sold,  assigned,  pledged or otherwise  transferred prior to
the  expiration of the six-month  period  following the date on which the Option
was granted,  unless the transaction  does not violate the  requirements of Rule
16b-3 promulgated under the Securities Exchange Act.

      12. ISSUANCE OF SHARES.

            (a)  Notwithstanding  any other  provision of this Plan, the Company
shall not be  obligated  to issue any Shares  unless it is advised by counsel of
its selection that it may do so without violation of the applicable  Federal and
State laws  pertaining to the issuance of securities,  and may require any stock
so issued to bear a legend,  may give its transfer agent  instructions,  and may
take such other steps, as in its judgment are reasonably required to prevent any
such violation.

            (b) As a condition  to any sale or issuance of Shares upon  exercise
of any  Option,  the  Committee  or the Board may  require  such  agreements  or
undertakings  as the  Committee or the Board may deem  necessary or advisable to
facilitate compliance with any applicable law or regulation  including,  but not
limited to, the following:

                  (i) a  representation  and  warranty  by the  Optionee  to the
      Company,  at the time any Option is  exercised,  that he is acquiring  the
      Shares to be issued to him for  investment  and not with a view to, or for
      sale in connection with, the distribution of any such Shares; and

                  (ii) a  representation,  warranty and/or agreement to be bound
      by any legends endorsed upon the  certificate(s)  for the Shares that are,
      in the opinion of the Committee or the Board,  necessary or appropriate to
      facilitate compliance with the provisions of any securities laws deemed by
      the  Committee or the Board to be  applicable to the issuance and transfer
      of those Shares.

      13. ADMINISTRATION OF THE PLAN.

            (a)  The  Plan  shall  be  administered  by  the  Board  or,  at the
discretion of the Board, by a committee appointed by the Board (the "Committee")
which  shall  be  composed  of two or  more  Directors.  The  membership  of the
Committee  shall be  constituted  so as to  comply  at


                                      B-9



all times with the then applicable  requirements  for Outside  Directors of Rule
16b-3  promulgated  under the Securities  Exchange Act and Section 162(m) of the
Internal  Revenue Code.  The Committee  shall serve at the pleasure of the Board
and shall have the powers  designated  herein and such other powers as the Board
may from time to time confer upon it.

            (b) The  Committee or the Board may grant  Options  pursuant to this
Plan to any persons to whom Options may be granted under Section 5(a) hereof.

            (c) The Committee or the Board,  from time to time,  may adopt rules
and regulations for carrying out the purposes of the Plan. The determinations of
the  Committee or the Board,  and its  interpretation  and  construction  of any
provision of the Plan or any Option Agreement, shall be final and conclusive.

            (d) Any and all decisions or  determinations  of the Committee shall
be made  either (i) by a majority  vote of the  members  of the  Committee  at a
meeting  or (ii)  without a meeting by the  unanimous  written  approval  of the
members of the Committee.

      14.  WITHHOLDING OR DEDUCTION FOR TAXES.  If at any time specified  herein
for the making of any  issuance or delivery of any Option or Common Stock to any
Optionee,   any  law  or  regulation  of  any   governmental   authority  having
jurisdiction  in the premises shall require the Company to withhold,  or to make
any deduction for, any taxes or to take any other action in connection  with the
issuance or delivery then to be made, the issuance or delivery shall be deferred
until the  withholding or deduction shall have been provided for by the Optionee
or beneficiary, or other appropriate action shall have been taken.

      15. INTERPRETATION.

            (a) As it is the intent of the Company that the Plan shall comply in
all  respects  with Rule 16b-3  promulgated  under the  Securities  Exchange Act
("Rule 16b-3"),  any ambiguities or  inconsistencies in construction of the Plan
shall be interpreted to give effect to such  intention,  and if any provision of
the Plan is found not to be in compliance with Rule 16b-3,  such provision shall
be deemed null and void to the extent required to permit the Plan to comply with
Rule  16b-3.  The  Committee  or the Board may from time to time adopt rules and
regulations  under,  and  amend,  the Plan in  furtherance  of the intent of the
foregoing.

            (b) The Plan and any Option Agreements  entered into pursuant to the
Plan shall be  administered  and interpreted so that all Incentive Stock Options
granted under the Plan will qualify as Incentive Stock Options under Section 422
of the Code. If any provision of the Plan or any Option Agreement relating to an
Incentive  Stock  Option  should be held  invalid for the  granting of Incentive
Stock Options or illegal for any reason, that determination shall not affect the
remaining provisions hereof, but instead the Plan and the Option Agreement shall
be construed  and enforced as if such  provision  had never been included in the
Plan or the Option Agreement.

            (c) This Plan shall be governed by the laws of the State of Florida.

            (d)  Headings  contained in this Plan are for  convenience  only and
shall in no manner be construed as part of this Plan.

            (e) Any reference to the masculine, feminine, or neuter gender shall
be a reference to such other gender as is appropriate.

      16. AMENDMENT AND  DISCONTINUATION OF THE PLAN. The Committee or the Board
may from  time to time  amend,  suspend  or  terminate  the Plan or any  Option;
provided,  however,  that,  any  amendment  to the Plan  shall be subject to the
approval of the Company's  shareholders if such shareholder approval is required
by any federal or state law or regulation (including,  without limitation,  Rule
16b-3 or to comply with  Section  162(m) of the  Internal  Revenue  Code) or the
rules of any Stock  exchange or automated  quotation  system on which the Common
Stock may then be listed or granted. Except to the extent provided in Sections 9
and 10 hereof, no amendment, suspension or termination of the Plan or any Option
issued  hereunder  shall  substantially  impair  the rights or  benefits  of any
Optionee  pursuant to any Option  previously  granted without the consent of the
Optionee.

      17. EFFECTIVE DATE AND TERMINATION DATE. The effective date of the Plan is
October 31, 2000 and the Plan shall  terminate  on the 10th  anniversary  of the
Effective Date.



                              E COM VENTURES, INC.
                            251 International Parkway
                             Sunrise, Florida 33325

                    PROXY FOR SPECIAL MEETING OF SHAREHOLDERS

      THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS

      The undersigned holder of Common Stock of E Com Ventures,  Inc., a Florida
corporation (the "Company"), hereby appoints A. Mark Young and Donovan Chin, and
each  of  them,  as  proxies  for the  undersigned,  each  with  full  power  of
substitution,  for and in the name of the undersigned to act for the undersigned
and to vote, as  designated  on the reverse side of this proxy card,  all of the
shares of Common Stock of the Company held of record by the  undersigned  at the
close  of  business  on April  13,  2004 at the  Company's  Special  Meeting  of
Shareholders, to be held on April 29, 2004, at 11:00 a.m. at the E Com Ventures,
Inc. corporate office, 251 International Parkway, Sunrise, Florida 33325, and at
any adjournments or postponements thereof.

      PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED

1.    Proposal to approve the amendment to the Company's  2000 Stock Option Plan
      to increase the number of shares of Common Stock  underlying  the Employee
      Plan.

      [ ]     For                  [ ]      Against             [ ]     Abstain

2.    Proposal to approve the amendment to the Company's  2000 Stock Option Plan
      to increase the number of options  which any one person may receive  under
      the Employee Plan.

      [ ]     For                   [ ]      Against            [ ]     Abstain

3.    In their discretion,  upon such other business as may properly come before
      the Special Meeting or any adjournments or postponements thereof.

THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION  IS MADE,  THIS PROXY WILL BE
VOTED "FOR" THE AMENDMENTS TO THE COMPANY'S 2000 STOCK OPTION PLAN.

PLEASE  MARK,  SIGN AND DATE  THIS  PROXY  CARD AND  PROMPTLY  RETURN  IT IN THE
ENVELOPE PROVIDED.

DATE
     ------------------------------------------------

SIGNATURE
          -------------------------------------------

SIGNATURE (If held jointly)
                            -------------------------------------------





Note:  Please sign exactly as your name appears hereon and mail it promptly even
through  you may plan to attend the  Special  Meeting.  When  shares are held by
joint  tenants,   both  should  sign.   When  signing  as  attorney,   executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation, please sign in full corporate name by president or other authorized
officer.  If  partnership,  please sign in the  partnership  name by  authorized
person.