Exhibit
10.51


MANAGEMENT
CONSULTING SERVICES AGREEMENT


                MANAGEMENT CONSULTING SERVICES
AGREEMENT, dated as of December 18, 1994, by and among Perry Capital
Corp., a Delaware corporation (“Holdings”), Perry Principals, L.L.C., a
Delaware limited liability company (“Perry”), Bain Capital, Inc., a Delaware
corporation (“Bain”), and Fleet Growth Resources, Inc., a Rhode Island
corporation (“Fleet,” and together with Bain and Perry, the “Providers”).


                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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              e.   Subject
to paragraph f below, In the event that a Provider’s right to receive its
allocable share of the Management Fee and the Additional Management Fee
terminates pursuant to Section 4 hereof, the Initial Allocation Percentage
of each Provider entitled to receive the Management Fee and the Additional
Management Fee (a “Remaining Provider”), as adjusted pursuant to paragraph d
above, shall be adjusted so that it reflects, with respect to each such
Remaining Provider, a fraction, the numerator of which is the number of
Subscription Shares then owned by the Sponsor and its Affiliates affiliated
with such Remaining Provider, and the denominator of which is the total number
of Subscription Shares then owned by the Sponsors and their respective
Affiliates affiliated with all such Remaining Providers.


              f.   Notwithstanding
the foregoing, in the event that, subsequent to the termination of the rights
and obligations hereunder of Perry, on the one hand, or Bain and Fleet, on the
other, pursuant to Section 4 hereof, the Sponsor(s) and its or their
Affiliates, as the case may be, affiliated with the Remaining Provider(s) cease
to own at least 10% of the Subscription Shares acquired by such Sponsor(s) and
its Affiliates pursuant to a Subscription Agreement(s), the rights and
obligations of the previously terminated Provider(s) hereunder shall be
reinstated (the “Reinstatement”); provided that after the Reinstatement any
payments of the Management Fee and Additional Management Fee shall be made in
accordance with the Initial Allocation Percentages set forth on Exhibit I
hereto. Notwithstanding anything to the contrary herein, after the
Reinstatement, the Initial Allocation Percentages shall not be adjusted during
the remaining term of this Agreement.


              g.   In
the event that at any time during the term of this Agreement the Company is
prohibited from paying dividends to Holdings sufficient to enable Holdings to
pay the Management Fee or Additional Management Fee pursuant to the terms of
the Credit Agreement, dated as of December 19, 1994, among Holdings, the
Company, certain Lenders listed therein and Bankers Trust Company, as Agent,
and/or the Indenture, dated December 1, 1994, between the Company and
First Trust of New York, National Association, as Trustee, with respect to the
Company’s 14% Senior Subordinated Notes due 2001, the obligation to pay the
Providers the Management Fee and the Additional Management Fee (the “Suspended
Fees”) shall be suspended until such time as the Company is no longer
prohibited from paying such dividends. The payment of the Suspended Fees shall
be made in accordance with the Initial Allocation Percentages applicable to
each payment of the Management Fee and Additional Management Fee to which the
provisions of this paragraph apply.


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                3.  Excluded Services.   The parties
acknowledge and agree that the management consulting services to be provided by
the Providers pursuant to Section 1 (the “Management Services”) are limited to
the matters identified in Section 1 hereof, it being expressly agreed that
Management Services do not include (a) the services of designees of the
Providers or its affiliates as directors, officers and consultants of Holdings
or the Company (other than as consultants hereunder); and (b) any services
provided by the Providers in connection with any acquisitions, divestitures,
financings or other similar transactions contemplated by Holdings or the
Company, all of which services shall be subject to separate agreements and for
which the Providers or their respective affiliates shall be entitled to
additional compensation.


 


                4.  Term.   This Agreement shall commence
on the date hereof and shall continue until (a) July 1, 2005 or such later date
as amounts payable hereunder shall be due or (b) the parties mutually agree to
terminate this Agreement.  Holdings
shall have the option to extend this Agreement for an additional 10-year term,
upon the mutual agreement of the Providers. Subject to paragraph 2.f above, all
rights and obligations of Perry hereunder shall terminate in the event that the
Partnership and its Affiliates cease to own at least 10% of the Subscription
Shares acquired by the Partnership pursuant to a Subscription Agreement.
Subject to paragraph 2.f above, all rights and obligations of Bain and Fleet
hereunder shall terminate in the event that the Bain Funds and/or the Fleet
Funds and their respective Affiliates cease to own at least 10% of the
Subscription Shares acquired by both of them pursuant to Subscription
Agreements.


 


                5.  Successors and Assigns.   This
Agreement is intended to bind and inure to the benefit of the Providers and
Holdings and their respective successors and assigns; provided, however, that
neither Perry, Bain nor Fleet shall assign any of its rights or obligations
hereunder without the prior written consent of Holdings.


 


                6.  Complete Agreement.   This document
embodies the complete agreement and understanding between Holdings and the
Providers with respect to the subject matter hereof and supersedes and preempts
any prior agreement, understanding or representation made by and between such
parties, whether written or oral, which may have related to the subject matter
hereof.


 


                7.  Severability.   Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by


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or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.


 


                8.  Indemnity.   Except in the event of
willful misfeasance, bad faith, fraud or gross negligence on the part of the
Providers, no Provider or affiliate of any Provider or any of the respective
officers, directors, employees, agents, shareholders or affiliates (“Provider Beneficiaries”)
shall have any liability or responsibility whatsoever to Holdings or the
Company or any other party, for any act or omission, negligent or otherwise, in
connection with the services to be performed by the Providers under this
Agreement. In addition, without in any way limiting the generality of the
foregoing, Provider Beneficiaries shall have no liability or responsibility in
any event for conduct in accordance with the past practices of Holdings or the
Company. Holdings agrees to indemnify, defend and hold harmless Provider
Beneficiaries from and against any and all liabilities, lawsuits, claims,
losses, damages, costs or expenses (including reasonable attorney’s fees and
expenses) incurred in connection with or arising out of or resulting from or
incident to this Agreement or any services performed by the Providers
hereunder; provided, however, this paragraph shall not be construed to release
the Providers from their obligations set forth herein and Holdings shall have
no obligation to indemnify the Providers for any failure of the Providers to
perform its obligations herein.


 


                9.  Remedies in General.    Each party to
this Agreement shall have all remedies available to it under applicable law or
in equity in addition to all other remedies contemplated by this Agreement.
Every right and remedy provided herein or in any other agreement between the
parties, or now or hereafter available under applicable law or in equity, will
be cumulative and concurrent and will be in addition to every other right and
remedy provided herein or in any other agreement between the parties, or now or
hereafter available under applicable law or in equity, and the exercise by a
party of any one or more of such rights or remedies will not preclude the
concurrent or subsequent exercise by such party of any other such rights or
remedies.


 


                10.  Counterparts.   This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
considered an original, but all of which taken together shall constitute one
and the same agreement.


 


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                11.  Descriptive Headings.   The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


 


                12.  Governing Law.   This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to conflict of laws.


 


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                IN WITNESS WHEREOF, each of Holdings and the Providers has caused this
Agreement to be executed by its officer thereunto duly authorized as of the
date first above written.


 


	
   

  	
  PERRY CAPITAL CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD PERRY

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  PERRY PRINCIPALS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD PERRY

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  BAIN CAPITAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET GROWTH RESOURCES,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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EXHIBIT I


 


	
  1.  Perry Principals, L.L.C.

  	
   

  	
  65.00%

  
	
   

  	
   

  	
   

  
	
  2.  Bain Capital, Inc.

  	
   

  	
  23.33%

  
	
   

  	
   

  	
   

  
	
  3.  Fleet Growth Resources, Inc.

  	
   

  	
  11.67%