**Exhibit10.8**

 

 

August 13, 2002

 

 

 

Florists’ TransworldDelivery, Inc.3113 Woodcreek DriveDowners Grove, Illinois  60515

 
| Attention: |   | Carrie Wolfe                        |
|------------|--------|-------------------------------------|
|       |   | Chief Financial  Officer, Treasurer |
|       |   |                                |
| Re:        |   | Waiver Letter                       |
|       |   |                                |

Ladies and Gentlemen:

We refer to that certain Credit Agreement (as amended, the *“CreditAgreement”*) dated as of September 27, 2001 among you (the *“Borrower”*),IOS Brands Corporation (the *“Parent”*), certain Subsidiaries, theLenders and Harris Trust and Savings Bank, as administrative agent (the *“Agent”*).  All capitalized terms used herein withoutdefinition shall have the same meanings as such terms have in the CreditAgreement.  We specifically refer toSection 8.22 of the Credit Agreement, the Total Funded Debt/EBITDA Ratio.  Notwithstanding anything contained in theCredit Agreement to the contrary, by our execution below, we herebyspecifically waive any violation of Section 8.22, and any Default or Event ofDefault which would otherwise be caused thereby, for the fiscal quarter of theParent ended on June 30, 2002, *provided* that it is a condition to theeffectiveness of this waiver that (i) the actual Total Funded Debt/EBITDA Ratiofor the fiscal quarter of the Parent ended June 30, 2002 shall not have beengreater than 3.80 to 1.0, and (ii) the actual amount of Total Funded Debt ofthe Parent and the Subsidiaries as of the date of the execution hereof by theBorrower shall have been reduced to an amount not greater than $35,750,000.

Except asexpressly waived herein, the Credit Agreement shall continue to be in fullforce and effect in accordance with its original terms and conditions.

 
|   | Very truly yours,                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------|
|   |                                                                                                |
|   | Harris  Trust and Savings Bank, in its individual  capacity as a Lender and as Administrative Agent |
|   |                                                                                                |
|   | By                                                                                                  | /s/ KIRBY M. LAW |
|   |                                                                                                | Name | Kirby M. Law |
|   |                                                                                                | Title | Vice President |
|   |                                                                                                |   |   |

 

 

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|   |                                                        |                  |                  |
|--------|-------------------------------------------------------------|-----------------------|-----------------------|
|   | U.S. Bank National Association                              |
|   |                                                        |                  |                  |
|   | By                                                          | /s/ R. MICHAEL NEWTON |
|   |                                                        | Name                  | R. Michael Newton     |
|   |                                                        | Title                 | Vice President        |
|   |                                                        |                  |                  |
|   |                                                        |                  |                  |
|   | KeyBank National Association                                |
|   |                                                        |                  |                  |
|   | By                                                          | /s/ THOMAS J. PURCELL |
|   |                                                        | Name                  | Thomas J. Purcell     |
|   |                                                        | Title                 | Senior Vice President |
|   |                                                        |                  |                  |
|   |                                                        |                  |                  |
|   | Standard Federal Bank,  N.A., f/k/a Michigan  National Bank |
|   |                                                        |                  |                  |
|   | By                                                          | /s/ ANNETTE GORDON    |
|   |                                                        | Name                  | Annette Gordon        |
|   |                                                        | Title                 | First Vice President  |
|   |                                                        |                  |                  |
|   |                                                        |                  |
|        |                                                             |                       |                       |  |

 

 

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Agreed to and accepted asof the

date first above written:

 

*Borrower*

 

Florists’ Transworld Delivery, Inc.

 

 
| By     | /s/ CARRIE WOLFE |                |
|--------|------------------|---------------------|
|   | Name             | Carrie Wolfe        |   |
|   | Title            | CFO & Treasurer |   |

 

*Guarantors*

 

IOS Brands Corporation

 

 
| By     | /s/ CARRIE WOLFE |                |
|--------|------------------|---------------------|
|   | Name             | Carrie Wolfe        |   |
|   | Title            | CFO & Treasurer |   |

 

 

Value Network Service, Inc.

 

 
| By     | /s/ ROBERT NORTON |                |
|--------|-------------------|---------------------|
|   | Name              | Robert Norton       |   |
|   | Title             | CEO & President |   |

 

 

FTD Holdings, Incorporated

 

 
| By     | /s/ ROBERT NORTON |                |
|--------|-------------------|---------------------|
|   | Name              | Robert Norton       |   |
|   | Title             | CEO & President |   |

 

 

3

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FTDInternational Corporation

 

 
| By     | /s/ ROBERT NORTON |                |
|--------|-------------------|---------------------|
|   | Name              | Robert Norton       |   |
|   | Title             | CEO & President |   |

 

 

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