EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (?Agreement?) is made effective as of the date signed by the parties below (?Effective Date?), by and between Provide Commerce Inc. (?Company?) and Blake Bilstad (?Executive?).

The parties agree as follows:

1. At Will Employment. Company and Executive agree that Executive?s employment is not for a specified period, and either party may terminate the employment relationship at any time, with or without cause or notice.

2. Duties.

2.1 Position. Executive is employed as General Counsel and Sr. Vice President and shall have the duties and responsibilities as set forth on the attached job description, as may be amended by company from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive?s position and duties at any time in its sole and absolute discretion.

2.2 Best Efforts/Full-time. Executive will expend Executive?s best efforts on behalf of Company, and will abide by all policies and decisions made by Company, as well as all applicable federal, state and local laws, regulations or ordinances. Executive will act in the best interest of Company at all times. Executive shall devote Executive?s full business time and efforts to the performance of Executive?s assigned duties for Company, unless Executive notifies the CEO in advance of Executive?s intent to engage in other paid work and receives the CEO?s written consent to do so. Notwithstanding the foregoing, the Company acknowledges that Executive has previously entered into a consulting agreement with Executive?s prior employer, Vivendi Universal Net USA Group, Inc. (?VUNet USA?), which the Company will permit Executive to maintain; provided, however, that this relationship does not interfere in any way with Executive?s work responsibilities at the Company and that Executive shall not violate any confidences or ethical duties whatsoever with either the Company or VUNet USA by nature of this relationship and/or the work performed thereunder (which Executive has represented will be minimal).

2.3 Compliance With Company Policies, Rules and Directives. Executive understands and agrees that familiarity and compliance with Company?s lawful policies, rules and directives are a condition of employment. In particular, Executive understands the importance of and agrees to read and comply with the Insider Trading Policy, the Code of Business Conduct and Ethics, and the Whistleblowing Procedures for Accounting and Auditing matters. As General Counsel and Sr. Vice President, Executive agrees to be responsible for advising the Company on full and proper enforcement of these policies.

2.4 Work Location. Executive?s principal place of work shall be located in San Diego, CA, or such other location as the parties may agree upon from time to time.

2.5 Start Date. Executive?s first day of employment with the Company shall be on April 26, 2004 (?Start Date?).

3. Compensation.

3.1 Base Salary. As compensation for Executive?s performance of Executive?s duties hereunder, Company shall pay to Executive, commencing as of the Start Date, an initial Base Salary of Two Hundred Ten Thousand Dollars ($210,000) per year, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions. In the event Executive?s employment under this Agreement is terminated by either party, for any reason, Executive will earn the Base Salary prorated to the date of termination.

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