EMPLOYMENT AGREEMENT

                               (STEVEN S. FISHMAN)



           EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 25,

2001 (the "Effective Date"), by and among FNC Holdings Inc. ("Holdings"),

Frank's Nursery & Crafts, Inc. (the "Company") and Steven S. Fishman (the

"Executive").



           WHEREAS, Holdings and the Company are each debtors-in-possession in

chapter 11 proceedings pending in the United States Bankruptcy Court for the

District of Maryland, Baltimore division (the "Bankruptcy Court"); and



           WHEREAS, Holdings and the Company each consider it essential to its

best interests to employ Executive as the Chief Executive Officer of each of

Holdings and the Company, and Executive is willing to accept such employment;

and,



           WHEREAS, Holdings, the Company and Executive desire to enter into an

agreement embodying the terms of such employment;



           NOW, THEREFORE, in consideration of the premises and mutual covenants

herein and for other good and valuable consideration, the parties agree as

follows:



           1.   TERM OF EMPLOYMENT; EXECUTIVE REPRESENTATION.



                (a) Employment Term. Executive shall be employed by Holdings and

the Company for a period commencing as of the Effective Date and ending on

January 31, 2005 (the "Employment Term") on the terms and subject to the

conditions set forth in this Agreement.



                (b) Executive Representation. Executive hereby represents,

warrants, and covenants that he is not and shall not be, during the Employment

Term, subject to any employment or consulting agreement or other document with

another employer or with any business as to which Executive's employment by the

Company and provision of services in the capacity contemplated herein would be a

breach. Executive hereby represents, warrants, and covenants that he is not and

shall not be subject to any agreement which prohibits Executive during the

Employment Term from any of the following: (i) providing services for the

Company in the capacity contemplated by this Agreement; (ii) competing with, or

in any way participating in, a business which includes the Company's business;

(iii) soliciting personnel of any former employer or other business to leave

such former employer or to leave such other business; and (iv) soliciting

customers of any former employer or other business on behalf of another

business. Further, the Executive is not aware of the existence of any

circumstances that could materially interfere with his duties under this

Agreement, and the Executive represents and warrants that there is no pending or

threatened litigation against him. Executive also represents that to the extent

that he has received any confidential information from the Company prior to the

date hereof, he has not used or disclosed such information in any manner

inconsistent with Section 9 hereof.







                                       1





<PAGE>







                (c) Prior Agreements. This Agreement supersedes all prior

agreements and understandings (including verbal agreements) between Executive,

Holdings and/or the Company and/or any of their affiliates regarding the terms

and conditions of Executive's employment with Holdings, the Company and/or any

of their affiliates.



           2.   POSITION.



                (a) During the Employment Term, Executive shall serve on a

full-time basis as the Chief Executive Officer of Holdings and the Company, and

Holdings shall use reasonable best efforts to ensure that Executive is elected

to serve, following due nomination and Executive's agreement to serve, as a

member of the Board of Directors of each of Holdings and the Company. Executive

shall principally perform his duties to Holdings and the Company from the

Company's offices in the Troy, Michigan metropolitan area, subject to normal and

customary travel requirements in the conduct of such business. Executive shall

establish his primary domicile in the Troy, Michigan metropolitan area by the

later of: (i) the expiration of the Relocation Period (as defined herein); and

(ii) the effective date of a Plan of Reorganization for the Company. In such

positions, Executive shall have (i) the duties and responsibilities of the Chief

Executive Officer which are set forth in the respective bylaws of Holdings and

the Company, (ii) primary responsibility for the development, subject to the

approval of the "Board" (as defined below), and implementation of the business

plans and strategies of Holdings and the Company, and (iii) such other duties

and responsibilities consistent with Executive's position and this Agreement

which the respective Boards of Directors of Holdings and the Company from time

to time may assign to Executive. References in this Agreement to the "Board"

shall mean, collectively, the Boards of Directors of both Holdings and the

Company, which at all times shall act in concert and in a consistent manner with

respect to matters relating to or involving Executive and with respect to

actions to be taken by the Board under this Agreement. Executive shall report

directly to the Board.



                (b) During the Employment Term, Executive will devote his full

business time and best efforts to the performance of his duties hereunder and

will not engage in any other business, profession or occupation for compensation

or otherwise which would conflict with the rendition of such services, either

directly or indirectly, without the prior written consent of the Board. The

Company and Holdings agree that Executive may continue to serve as an outside

member of the Board of Directors of Rhodes Holdings, Inc.. Executive also may

engage in volunteer work for charities and other non-profit organizations,

provided that such volunteer work does not interfere with his duties to the

Company.



           3.   BASE SALARY. During the Employment Term, the Company shall pay

Executive a base salary (the "Base Salary") at the annual rate of six hundred

thousand dollars ($600,000), payable in regular installments in accordance with

the Company's usual payment practices. Executive shall be entitled to such

increases in his Base Salary, if any, as may be determined from time to time in

the sole discretion of the Compensation Committee of the Board.





                                       2



<PAGE>





           4.   BONUS PAYMENTS.



                (a) Sign-On Bonus. As soon as practicable following the

Effective Date, the Company shall pay Executive a sign-on bonus equal to

two-hundred thousand dollars ($200,000), payable in a lump-sum.



                (b) Retention Bonus. Within ten business days following

confirmation of the Company's plan of reorganization pursuant to chapter 11 of

the United States Bankruptcy Code (the "Plan Effective Date"), the Company shall

pay Executive a retention bonus equal to two-hundred thousand dollars

($200,000), payable in a lump-sum, provided Executive is employed by the Company

on the Plan Effective Date.



                (c) Annual Bonus. With respect to each fiscal year during the

Employment Term, commencing with the fiscal year ending during calendar year

2003, the Company shall pay Executive an annual bonus (an "Annual Bonus") in

such amount, if any, as determined in the sole discretion of the Compensation

Committee of the Board, based on Executive's performance and the Company's

EBITDA Plan, as such Plan is approved by the Board and, if applicable, the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC