FEDEX EXPRESS CORPORATE PRICING PROGRAM AGREEMENT

Proflowers.com (Customer) including any of its divisions, subsidiaries and affiliates, a majority (defined as 51%) of whose voting stock is directly or indirectly owned by Customer, and FedEx enter into the following FedEx Express Pricing Program Agreement (the Agreement).

With the exception of custom freight pricing agreements between FedEx and Customer, this Agreement supersedes all Pricing Agreements and Addenda, if any, for express services between FedEx and Customer for the designated U.S. Payor account numbers relating to the services and package types covered by this Agreement. Only locations and account numbers designated by Customer and verified by FedEx will receive applicable discounts and revenue credit. To add a location to this Agreement, Customer must notify FedExs Sales Executive in writing at least [*] in advance. Only the billed account number will receive the applicable discounts and revenue credit.

Each shipment made with FedEx is subject to the terms and conditions of the FedEx Service Guide in effect at the time of shipment, which terms are incorporated by reference. FedEx reserves the right to modify the FedEx Service Guide at anytime without notice. In the event such a modification results in a rate increase, Customer will be provided [*] prior written or electronically transmitted notice. [*]. In the event there is a conflict between this Agreement and the FedEx Service Guide, the provisions of this Agreement control.

PRICING PROVISIONS

Applicable discounts are reflected on the FedEx Express Discount Attachment, which is incorporated by reference. Applicable discounts are off published transportation rates in effect at the time of shipment and are not applicable to special handling fees, ancillary or other charges unless expressly stated otherwise. The discounts and other terms and conditions provided to Customer are for Customers exclusive use and benefit. Such rates and terms (or any portion thereof) may not be extended to any other party without FedExs written consent. Discounts are effective within [*] following possession of a fully executed Addendum by FedExs authorized representative (Effective Date).

Discounts, where applicable, are based upon Customers committed Shipping Objectives. Customer shall achieve and maintain each of the following minimum Shipping Objectives within [*] of this Effective Date.

Domestic Shipping Objectives

For all domestic Shipping Objectives, FedEx [*] and FedEx [*] services are excluded.

[*] Domestic Average Daily Net Revenue, which refers to the total domestic revenue since the Effective Date of the Agreement divided by the total number of business day since the Effective Date. FedEx has [*] for purposes of calculation.

[*] Average Revenue Per Package or Yield, which refers to Domestic Average Daily Net Revenue divided by the average daily number of domestic packages shipped by Customer since the Effective Date.

If within [*] of the Effective Date, Customer acquires or merges with any companies, other than those authorized to participate in the discounts as of the Effective Date, or should Customer sell any division, subsidiary, or affiliate authorized to participate in the discounts, FedEx may modify any or all of the Shipping Objectives in this Agreement on [*] written or electronically transmitted notice. Customer must notify FedEx in writing of any such acquisition, divestiture or merger.

Deviation from these Shipping Objectives may result in discount changes that more accurately reflect Customers actual shipping patterns or in the removal of all express discounts. FedEx will provide [*] written or electronically transmitted notice of any discount changes.

Payment on all accounts is due [*] from the invoice date. However, invoices for duties and taxes are payable on receipt. Customer agrees that remaining current on all payables is a condition to the extension of credit and discounts. When Customer

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