WHEREAS, Holdings has agreed to provide management consulting services to Florists Transworld Delivery, Inc., a wholly-owned subsidiary of Holdings (the Company).

                WHEREAS, Holdings desires to retain the Providers to provide management, financial and other corporate advisory services to the Company on behalf of Holdings; and

                WHEREAS, the Providers have agreed to supply such services to the Company, and Holdings desires to compensate the Providers for such services.

                NOW, THEREFORE, in consideration of the promises and other mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

                1.  Management Consulting Services.   The Providers will provide certain management consulting services on behalf of Holdings to the Company with respect to the management and operations of the Company, including advice relating to financial planning, budgeting, investment management and administration.

                2.  Compensation and Reimbursement of Expenses.

              a.   As compensation to the Providers for providing the services referred to in Section 1 hereof, Holdings shall pay to the Providers, or a designee, a management fee (the Management Fee) in the aggregate amount (for the Providers taken together) of $250,000 per fiscal quarter, payable on a quarterly basis and in arrears. The first Management Fee shall be payable on April 1, 1995. The Management Fee shall be paid to the Providers in accordance

with the percentages set forth on Exhibit I hereto (the Initial Allocation Percentages), subject to adjustment as provided in paragraphs d and e below, on each April 1, July 1, October 1 and January 1 during the term of this Agreement.

              b.   As additional compensation to the Providers for providing the services referred to in Section I hereof, Holdings shall pay to the Providers, or a designee, an additional management fee (the Additional Management Fee) in an aggregate amount (for the Providers taken together) of $500,000 for the fiscal year ended June 30, 1995 and $1,000,000 per fiscal year thereafter, payable in arrears. The Additional Management Fee shall be payable to the Providers in accordance with the Initial Allocation Percentages, subject to adjustment as provided in paragraphs d and e below, on or before June 30 of each fiscal year during the term of this Agreement.

              c.   Holdings shall reimburse the Providers for their reasonable out-of-pocket expenses incurred by them in connection with performing the services referred to in Section 1 hereof, and which are not otherwise provided for in the Stockholders Agreement, dated as of December 19, 1994 (the Stockholders Agreement), among Holdings, Perry Acquisition Partners, L.P. (the Partnership), Bain Capital Fund IV, L.P., Bain Capital Fund IV-B, L.P., Information Partners Capital Fund, L.P., BCIP Associates, BCIP Trust Associates, L.P. (the Bain Funds) and Fleet Growth Resources Inc., Chisholm Partners II, L.P. and Turnberry Partners, L.P. (the Fleet Funds), and Randolph Street Partners promptly upon receipt of reasonable documentation (the Partnership, the Bain Funds and the Fleet Funds are herein collectively referred to as the Sponsors).

              d.   Subject to paragraphs e and f below, in the event that any Sponsor or any of its Affiliates (as defined in the Stockholders Agreement), transfers, sells or otherwise disposes of any shares (the Subscription Shares) of Common Stock of Holdings initially acquired by it pursuant to one of the Subscription Agreements, dated as of December 19, 1994, among Holdings and each Sponsor, to any person other than an Affiliate, the Initial Allocation Percentage for each Provider shall be adjusted so that it reflects, with respect to such Provider, a fraction, the numerator of which is the total number of Subscription Shares owned by the Sponsor and its Affiliates affiliated with such Provider and the denominator of which is the total number of Subscription Shares then owned by all Sponsors and their respective Affiliates affiliated with all such Providers. All adjustments to the Initial Allocation Percentages shall be made as the day preceeding the payment date specified in paragraphs a and b above.

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