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Employment Agreement

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this Agreement) dated August 12, 2004, (Effective Date) between Petals Decorative Accents LLC (including, as the context may require, its subsidiaries, the Company), a Delaware limited liability company located at 90 Grove Street, Suite 206, Ridgefield CT 06877, and Christopher Topping, (Topping), currently residing at 56 Doyer Avenue, Apartment 3D, White Plains, NY 10605.

WHEREAS, the Company wishes to employ Topping to render services for the Company as its Chief Executive Officer on the terms and conditions set forth in this Agreement, and Topping wishes to be retained and employed by the Company on such terms and conditions; and

NOW, THEREFORE, in consideration of the promises, the mutual agreements set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Engagement - The Company hereby employs Topping, and Topping accepts such engagement and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.

2. Term - Unless terminated at an earlier date in accordance with Section 8 of this Agreement or otherwise extended by agreement of the parties, the term of Toppings engagement hereunder shall be for a period of two (2) years, commencing on or about August 30, 2004. The period of engagement may be extended by written agreement between the parties for two successive one year terms, provided that certain provisions including without limitation those relating to compensation may change upon commencement of any extension hereto.

3. Position and Duties

(a) Service With Company - During the term of Toppings engagement by the Company, Topping agrees to perform such reasonable services as the Board of Directors of the Company (the Board) shall assign to Topping from time to time. Toppings title as of the Effective Date shall be Chief Executive Officer.

(b) Performance of Duties; Duty of Loyalty and Non-Compete - Topping agrees to serve the Company faithfully and to the best of Toppings ability and to devote all of his professional time, attention and efforts to the business and affairs of the Company during Toppings engagement by the Company. Topping hereby confirms that Topping is under no contractual commitments inconsistent with Toppings obligations set forth in this Agreement and that during the term of this Agreement Topping will not render or perform services for, or receive any compensation from, any other corporation, firm, entity or person, which are inconsistent with the provisions of this Agreement. During the term of Toppings employment with the Company and for a period of twelve (12) months thereafter, without prior written consent of the Company Topping will not consult with, work as an employee or other service provider (whether as an individual or as a partner, shareholder, director, officer, agent, consultant, or in any other relationship or capacity) directly or indirectly for any third party person or entity (Third Party) which Third Party is in the primary business of assembly, sale or marketing of artificial flowers (including without limitation silk flowers), artificial flower arrangements (including without limitation silk flower arrangements) or permanent botanicals in the catalog industry, in retail stores, or through the Internet. Primary business means 50% or more of gross revenues are derived from the business activities described in the sub-paragraph above. Such restriction shall be operative in any state of the United States or in any country outside of the United States in which the Company shall then be doing business, directly or indirectly.

ToppingEmployment Agreement August 2004

(a) Base Salary - As compensation for services to be rendered by Topping under this Agreement, the Company shall pay to Topping a Base Salary. The Base Salary from the Effective Date through December 31, 2004 shall be calculated at the annual rate of two hundred and twenty five thousand dollars ($225,000), paid in equal semi-monthly installments in arrears or otherwise in accordance with the standard procedures and policies of the Company. From January 1, 2005 and thereafter, the Base Salary shall increase to two hundred forty thousand dollars ($240,000) annually.