LINE OF CREDIT AGREEMENT



FRAGRANCENET.COM, INC. of 909 MOTOR PARKWAY, HAUPPAUGE, NY 11788 (jointly and

severally if more than one, the "Borrower") and Fleet National Bank, a national

banking association created and existing under the laws of the United States of

America with a principal office located at 111 Westminster Street, Providence,

RI 02983 (the "Bank"), for valuable consideration, the receipt of which is

hereby acknowledged, agree as follows:



I.       DEFINITIONS.



1.       Each reference herein to:



a.       "Accounts", "Chattel Paper", "Electronic Chattel Paper", "Consumer

         Goods", "Documents", "Equipment", "Farm Products", "Fixtures", "General

         Intangibles", "Payment Intangibles", "Goods", "Instruments",

         "Inventory", "Money", "Promissory Note", "Software", "Investment

         Property", "Securities", "Deposit Accounts", and "Letter-Of-Credit

         Rights" shall have the meaning assigned to each in the Uniform

         Commercial Code from time to time in effect in the State (the "UCC");



b.       "Affiliates of Borrower" means any person or entity that, directly or

         indirectly, controls, is controlled by or is under common control with

         the Borrower or is an inside director or officer of the Borrower. For

         purposes of this definition, the term "control" (including the terms

         "controlling", "controlled by" and "under common control with") means

         the possession, direct or indirect, of the power to vote five percent

         (5%) or more of (i) the voting stock of a corporation, (ii) the

         partnership interests of a partnership, or (iii) the membership

         interests of a limited liability company, or to direct or cause the

         direction of the management and policies of any such entity, whether

         through the ownership of voting stock, partnership interests,

         membership interests, by contract or otherwise;



c.       "Books and Records" shall mean all books, correspondence, credit files,

         records and other documents relating directly or indirectly to the

         Obligations and the Collateral, including, without limitation, all

         tapes, cards, runs, data bases, software programs, diskettes, and other

         papers and documents in the possession or control of the Borrower, any

         computer service bureau, or other agent or independent contractor;



d.       "Loan Documents" shall mean this Agreement, the Note, any Bank issued

         Commitment Letter and any amendments thereto, and any and all

         mortgages, pledge agreements, security agreements, financing

         statements, guaranties and other documents related to this Agreement

         and/or the Loan;



e.       "Material Adverse Change" shall mean with respect to the Borrower and

         any guarantors and any of their respective properties or revenues, an

         event, action or condition that would or is reasonably likely to (i)

         adversely affect the validity or enforceability of, or the authority of

         the Borrower and/or any guarantor to perform their respective

         obligations under, the Loan Documents, or (ii) materially















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         adversely affect the business, operations, assets or condition

         (financial or otherwise) of the Borrower and/or any guarantor or the

         ability of the Borrower and/or any guarantor to perform their

         respective obligations under any of the Loan Documents, or (iii)

         materially adversely affect the value of any Collateral;



f.       "Rate" The term "Prime Rate" means the variable per annum rate of

         interest so designated from time to time by the Bank as its prime rate.

         The Prime Rate is a reference rate and does not necessarily represent

         the lowest or best rate being charged to any customer. Changes in the

         rate of interest resulting from changes in the Prime Rate shall take

         place immediately without notice or demand of any kind.



g.       "State" shall mean the State of New York.



II.      LOAN.



1.       Credit Limit. This Agreement evidences a line of credit for the

         Borrower's short-term borrowing needs (the "Loan") with a credit limit

         (the "Credit Limit") not to exceed the maximum principal sum of Two

         Hundred Fifty Thousand and No/100 Dollars ($250,000.00). Such Credit

         Limit is further modified by the provisions of Paragraph 10 of this

         Part II. Within such Credit Limit, until demand by the Bank and/or

         termination of the Bank's commitment upon the occurrence of an Event of

         Default, the Borrower may borrow, repay, and re-borrow hereunder.



2.       Advances. The Bank agrees to make advances to the Borrower until demand

         by the Bank and/or termination of the Bank's commitment upon the

         occurrence of an Event of Default, provided that the aggregate

         principal amount of the Loan does not exceed the Credit Limit. The

         outstanding principal balance of all advances shall bear interest at

         the sum of the Prime Rate plus ONE HALF percent (0.50%) per annum.



3.       Excess Advances. If for any reason the aggregate outstanding principal

         balance of the Loan should at any time exceed the Credit Limit, the

         Borrower shall, without demand, immediately pay to the Bank a sum

         sufficient to reduce the outstanding principal balance of the Loan to

         the Credit Limit, together with accrued interest on the portion of the

         principal repaid.



4.       Minimum Amount of Advance. Each advance under this Agreement shall be

         in the minimum amount of One Thousand Dollars ($1,000.00) or the

         unadvanced balance of the Credit Limit, whichever is less.



5.       Telephone Access. The Borrower shall access the Loan by a telephonic

         request. The Borrower accepts all risks inherent in such request. The

         Borrower absolves the Bank from all damages, loss and liabilities of

         whatsoever nature which may result from an unauthorized telephonic

         request, a defective transmission, or a telephonic request which is

         misunderstood by the Bank employee. Neither the Bank; nor any of its

         directors, officers or employees shall be under any duty to pass upon

         the validity, accuracy, authorization, effectiveness, or genuineness of

         any telephonic request, and the Bank and its directors, officers and

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