<PAGE>   1
                                                                    EXHIBIT 10.3




                                 AMENDMENT NO. 2
                                       TO
                                CREDIT AGREEMENT

                  AMENDMENT NO. 2 TO CREDIT AGREEMENT ("AMENDMENT") dated as of
May 10, 1999, among FLORISTS' TRANSWORLD DELIVERY, INC., a Michigan corporation
(the "BORROWER"), FTD Corporation, the institutions listed on the signature
pages hereof as Lenders (the "LENDERS"), and THE FIRST NATIONAL BANK OF CHICAGO
in its capacity as contractual representative for itself and the other Lenders
(the "AGENT") under that certain Credit Agreement dated as of November 20, 1997,
as amended, by and among the Borrower, the Lenders and the Agent (the "CREDIT
AGREEMENT"). Defined terms used herein and not otherwise defined herein shall
have the meaning given to them in the Credit Agreement.

                  WHEREAS, the Borrower, the Lenders and the Agent have entered
the Credit Agreement; and

                  WHEREAS, Borrower, the Lenders and the Agent have agreed to
amend the Credit Agreement on the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the premises set forth
above, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the Lenders and the
Agent agree as follows:

                  1. Amendment to the Credit Agreement. Effective as of the date
first above written and subject to the execution of this Amendment by the
parties hereto and the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

                  a) Section 1.1 is hereby amended to insert alphabetically
therein the following definition:

                  "FTD.COM INC." means ftd.com inc., a Delaware corporation,
                  together with its successors and assigns.

                  b) Section 1.1 is hereby amended to delete the period at the
end of the first sentence contained in the definition of "SUBSIDIARY" therefrom
and to substitute the following therefor: "; provided, however, that unless
otherwise expressly indicated, ftd.com inc. shall not constitute a Subsidiary of
the Borrower for purposes of the Agreement.

                  c) Section 6.5(b) is hereby amended to delete therefrom the
word "Subsidiaries" and substitute therefor the phrase "Subsidiaries, including
ftd.com inc.,".
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                  d) Section 6.8 is hereby amended to delete each occurrence of
the phrases "its Subsidiaries", "each Subsidiary" and "each of the Borrower's
Subsidiaries" therefrom and substitute therefor "its Subsidiaries, including
ftd.com inc.,", "each Subsidiary, including ftd.com inc.," and "each of the
Borrower's Subsidiaries, including ftd.com inc.," respectively.

                  e) Article VII is hereby amended to insert alphabetically the
following Section 7.3(Q):

                  "(Q) Equity Interests in ftd.com inc. The Borrower shall not
                  own less than fifty-one percent (51%) of the Equity Interests
                  of ftd.com inc."

                  f) Section 7.1(A)(i) is hereby amended and restated as
follows:

                  "(i) Quarterly Reports. As soon as practicable, and in any
                  event within fifty (50) days after the end of each of the
                  first three fiscal quarters in each fiscal year, the
                  consolidated balance sheet of Holdings and its Subsidiaries
                  and the consolidated and consolidating balance sheets of the
                  Borrower and its Subsidiaries, including ftd.com inc., each as
                  at the end of such period and the related consolidated
                  statements of income and cash flows of (i) the Borrower and
                  its Subsidiaries and (ii) the Borrower and its Subsidiaries,
                  including ftd.com inc., each for each such fiscal quarters and
                  for the period from the beginning of the then current fiscal
                  year to the end of such fiscal quarters, certified by the
                  chief financial officer of the Borrower on behalf of the
                  Borrower as fairly presenting the consolidated financial
                  position of (i) the Borrower and its Subsidiaries and (ii) the
                  Borrower and its Subsidiaries, including ftd.com inc., as
                  applicable, each as at the dates indicated and the results of
                  their operations and cash flows for the periods indicated in
                  accordance with Agreement Accounting Principles, subject to
                  normal year end adjustments."

                  g) Section 7.1(A)(ii) is hereby amended to delete clause (a)
therefrom and substitute the following clause (a) therefor:

                  "(a) the consolidated balance sheet of Holdings and its
                  Subsidiaries and the consolidated and consolidating balance
                  sheets of the Borrower and its Subsidiaries, including ftd.com
                  inc., each as at the end of such fiscal year and the related
                  consolidated statements of income, stockholders' equity and
                  cash flows of (i) the Borrower and its Subsidiaries and (ii)
                  the Borrower and its Subsidiaries, including ftd.com inc.,
                  each for such fiscal year, and in comparative form the
                  corresponding figures for the previous fiscal year along with
                  schedules in form and substance sufficient to calculate the
                  financial covenants set forth in Section 7.4, and"

                  h) Section 7.2(J) is hereby amended to delete therefrom the
period at the end of clause (iii) therein and substitute therefor the following:
<PAGE>   3

                  "and (iv) make loans to ftd.com inc. for working capital
                  purposes under the terms of a promissory note in form and
                  substance satisfactory to the Agent, which loans in the
                  aggregate shall not exceed $5,000,000 and shall constitute an
                  Investment for purposes of Section 7.3(D)(xiii)."

                  i) Section 7.3(B)(iv) is hereby amended and restated as
follows:

                  "(iv) the sale or issuance of any of the Capital Stock of a
                  Subsidiary of the Borrower, including ftd.com inc., to the
                  Borrower or the Borrower's Subsidiaries which have executed
                  and delivered a guaranty and security agreement satisfactory
                  in form and substance to the Agent; provided, however, that
                  ftd.com inc. shall not be required to execute such a guaranty
                  or security agreement;"

                  j) Section 7.3(B)(vi) is hereby amended and restated as
follows:

                  "(vi) licenses or sublicenses of intellectual property and
                  general intangibles and licenses, leases or subleases or other
                  property in the ordinary course of business which do not
                  materially interfere with the Borrower's business, including,
                  without limitation, those trademarks licensed under the terms
                  of a trademark license agreement between the Borrower and
                  ftd.com inc. dated as of a date no later than June 1, 1999;"

                  k) Section 7.3(B)(x) is hereby amended and restated as
follows:

                  "(x) sale or other disposition of assets to a Subsidiary,
                  including ftd.com inc., that has executed and delivered a
                  guaranty and security agreement satisfactory in form and
                  substance to the Agent; provided, however, that the Borrower
                  may engage in a one-time sale or other disposition of assets
                  to ftd.com inc. without ftd.com inc. having executed such a
                  guaranty or security agreement, so long as such sale or
                  disposition occurs prior to June 1, 1999 and only includes
                  those assets set forth on the balance sheet attached to
                  Amendment No. 2 to this Agreement as Exhibit A thereto and the
                  business associated therewith,"

                  l) Section 7.3(D) is hereby amended to insert immediately at
the end thereof the following:

                  (xiii) Investments by the Borrower or any of its Subsidiaries
                  in ftd.com inc., including, without limitation, the loans
                  described in clause (iv) of Section 7.2(J), which, in the
                  aggregate, do not exceed $15,000,000.

                  m) Section 7.3(E) is hereby amended to delete therefrom the
amount "$1,000,000" and substitute therefor the amount "$2,000,000".
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                  n) Section 7.3(F)(viii) is hereby amended to delete therefrom
the phrase "any Subsidiary of the Borrower" and to substitute therefor "any
Subsidiary of the Borrower, including ftd.com inc.,".

                  o) The fourth sentence of Section 7.3(G) is hereby amended and
restated as follows:

                  "The Borrower shall not create, capitalize, acquire or own any
                  Subsidiary after the date hereof, other than ftd.com inc.,
                  unless such Subsidiary executes a guaranty and security
                  agreement satisfactory in form and substance to the Agent."

                  p) Schedules 6.8 and 6.16 to the Credit Agreement are hereby
deleted therefrom and the attached Schedules 6.8 and 6.16 are substituted
therefor.

                  2. Conditions Precedent. This Amendment shall become effective
as of the date above written, if, and only if, the Agent has received (i) duly
executed originals of this Amendment from the Borrower, the Required Lenders and
the Agent and (ii) amendment fees paid to it in immediately available funds for
the account of each Required Lender that executes this Amendment equal to 0.05%
of each such Required Lender's Commitment; provided, however, that the
effectiveness of this Amendment shall terminate ninety (90) days from the date
hereof if the Agent has not received (x) articles of incorporation and a good
standing certificate for ftd.com inc. certified by the Secretary of State of
Delaware by June 1, 1999 and (y) a copy of the Amended and Restated Pledge
Agreement attached hereto as Exhibit B executed by the Borrower pursuant to
which the Borrower shall have pledged 100% of its interests in ftd.com inc. to
the Agent and delivered to the Agent its ftd.com inc. stock certificates and
related stock powers.

                  3. Representations and Warranties of the Borrower. The
Borrower hereby represents and warrants as follows:

                  (a) This Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their terms.

                  (b) Upon the effectiveness of this Amendment, the Borrower
hereby reaffirms all representations and warranties made in the Credit
Agreement, and to the extent the same are not amended hereby, agrees that all
such representations and warranties shall be deemed to have been remade as of
the date of delivery of this Amendment, unless and to the extent that any such
representation and warranty is stated to relate solely to an earlier date, in
which case such representation and warranty shall be true and correct as of such
earlier date.

                  4. Reference to and Effect on the Credit Agreement.

                  (a) Upon the effectiveness of Section 1 hereof, on and after
the date hereof, each reference in the Credit Agreement to "this Credit
Agreement," "hereunder,"


<PAGE>   5

"hereof," "herein" or words of like import shall mean and be a reference to the
Credit Agreement as amended hereby.

                  (b) The Credit Agreement, as amended hereby, and all other
documents, instruments and agreements executed and/or delivered in connection
therewith, shall remain in full force and effect, and are hereby ratified and
confirmed.

                  (c) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of the Agent or the Lenders, nor constitute a waiver
of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith.

                  5. Governing Law. This Amendment shall be governed by and
construed in accordance with the internal laws (as opposed to the conflict of
law provisions) of the State of Illinois.

                  6. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

                  7. Counterparts. This Amendment may be executed by one or more
of the parties to the Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.


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<PAGE>   6


                  IN WITNESS WHEREOF, this Amendment has been duly executed and
delivered on the date first above written.

<TABLE>
<S>                                                         <C>
----------------------------------------------------------- --------------------------------------------------------
FLORISTS' TRANSWORLD DELIVERY, INC.                         FTD CORPORATION

By: /s/ Francis C. Piccirillo                               By: /s/ Francis C. Piccirillo
   ----------------------------------                          -----------------------------------
Name: Francis C. Piccirillo                                 Name: Francis C. Piccirillo
Title: Chief Financial Officer                              Title: Treasurer
----------------------------------------------------------- --------------------------------------------------------
THE FIRST NATIONAL BANK OF CHICAGO, individually and as     MICHIGAN NATIONAL BANK
Agent

By: /s/ Teresa A. Kalil                                     By: /s/ Annette Gordon
   ----------------------------------                          -----------------------------------
Name: Teresa A. Kalil                                       Name: Annette Gordon
Title: Vice President                                       Title: Commercial Relationship Manager
----------------------------------------------------------- --------------------------------------------------------
KEYBANK NATIONAL ASSOCIATION                                HARRIS TRUST AND SAVINGS BANK

By: /s/ Frank J. Jancar                                     By: /s/ Kirby M. Law
   ----------------------------------                          -----------------------------------
Name: Frank J. Jancar                                       Name: Kirby M. Law
Title: Vice President                                       Title: Vice President
----------------------------------------------------------- --------------------------------------------------------
MERCANTILE BANK NATIONAL ASSOCIATION                        HUNTINGTON NATIONAL BANK

By: /s/ Gerald S. Kirk                                      By: /s/ Mark F. Nelson
   ----------------------------------                          -----------------------------------
Name: Gerald S. Kirk                                        Name: Mark F. Nelson
Title: Assistant Vice President                             Title: Vice President
----------------------------------------------------------- --------------------------------------------------------
</TABLE>





<PAGE>   7


                                    EXHIBIT A

                                  Balance Sheet

                                   (Attached)

<PAGE>   8


                                    EXHIBIT B

                      Amended and Restated Pledge Agreement

                                   (Attached)