AMENDMENT AGREEMENT NO. 2
                    TO AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDMENT AGREEMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment Agreement") is made and entered into as of this 31st day of
July, 2000, by and among GERALD STEVENS, INC., a Florida corporation (the
"Parent"), GERALD STEVENS RETAIL, INC., a Delaware corporation (the "Borrower"),
BANK OF AMERICA, N.A., successor by merger of NationsBank, N.A., a national
banking association, as Agent (the "Agent") for the Lenders parties, from time
to time (the "Lender" or "Lenders" as the case may be) to the Credit Agreement
described below.

                              W I T N E S S E T H:

         WHEREAS, the Parent, the Borrower, the Agent and Bank of America, as
Lender, have entered into an Amended and Restated Credit Agreement dated June 4,
1999, as amended by Amendment Agreement No. 1 dated as of June 13, 2000 (the
"Credit Agreement") pursuant to which the Lender has agreed to make available to
the Borrower a revolving credit facility of up to $40,000,000; and

         WHEREAS, as a condition to the making of loans the Lender has required
that each Subsidiary of the Parent (other than the Borrower) execute a Facility
Guaranty whereby it guarantees payment of the Obligations arising under the
Credit Agreement; and

         WHEREAS, the Borrower has failed to comply with certain of the
financial covenants contained in the Credit Agreement and has requested that
certain of the covenants be amended; and

         WHEREAS, as a result of significant legal restructuring of the Parent
and its Subsidiaries the Lender has required that the Parent be made a
co-borrower under the Credit Agreement;

         NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:

         1. Definitions. The term "Credit Agreement" as used herein and in the
Loan Documents shall mean that certain Credit Agreement as heretofore and hereby
amended and as from time to time further amended or modified. Unless the context
otherwise requires, all capitalized terms used herein without definition shall
have the respective meanings provided therefor in the Credit Agreement.

         2. Amendments. Subject to the conditions set forth herein, the Credit
Agreement shall be and hereby is amended, effective as of the date hereof, as
follows:

                                       1
<PAGE>

                  (a) Wherever the term "Borrower" is used in the Credit
         Agreement such term shall mean and include the Parent, and the Borrower
         and the Parent hereby agree that they are jointly and severally liable
         for payment of the Obligations. The Parent hereby agrees to perform,
         comply with and be bound by each of the provisions of the Credit
         Agreement which apply to a "Borrower".

                  (b) The following new definitions are hereby added to Section
         1.2 in the appropriate alphabetical order:

                           "Amendment No. 2" means Amendment Agreement No. 2
                  dated July 31, 2000 to this Agreement.

                           "Asset Disposition" means any voluntary disposition,
                  whether by sale, lease or other transfer, of (a) any of the
                  assets, excluding cash and cash equivalents and inventory sold
                  in the ordinary course of business, of the Borrower or its
                  Subsidiaries, and (b) any of the capital stock, or securities
                  or investments exchangeable, exercisable or convertible for or
                  into, or otherwise entitling the holder to receive any of the
                  capital stock, of any Subsidiary (other than a disposition to
                  the Borrower or a Guarantor).

                           "Assignment of Leases" means, collectively, the
                  Assignment of Lease delivered from time to time by the
                  Borrower or any Subsidiary to the Agent relating to real
                  property leased by the Borrower or any Subsidiary.

                           "Consolidated Revenue" means, as of any date on which
                  the amount thereof is to be determined, the gross revenue of
                  the Parent and its Subsidiaries all as determined on a
                  consolidated basis in accordance with GAAP.

                           "Minimum Order Generation EBITDA" means, with respect
                  to Florafax Financial Services Corp., National Flora, Inc.,
                  Flower Club International, Inc. and Worldwide Floral & Gifts,
                  Inc. and their Subsidiaries the sum of, without duplication,
                  (i) net income, (ii) interest expense, (iii) taxes on income,
                  (iv) amortization and (v) depreciation, all determined on a
                  consolidated basis in accordance with GAAP and in the same
                  manner as Consolidated EBITDA is determined.

                           "Mortgaged Property" means, collectively, the real
                  property, leasehold interests, improvements, fixtures and
                  other items of real and personal property related thereto and
                  the products and proceeds thereof of the Borrower and its
                  Subsidiaries at the Closing Date, and thereafter, any of such
                  property owned or acquired by the Borrower or any Subsidiary.

                           "Net Proceeds" (a) from any public or private
                  offering of any security or Indebtedness means cash payments
                  received by the Borrower or any Subsidiary thereof as and when
                  received, net of all legal, accounting, banking and
                  underwriting fees and expenses, commissions, discounts and
                  other issuance expenses incurred in connection therewith and


                                       2
<PAGE>

                  all taxes required to be paid or accrued as a consequence of
                  such issuance; and (b) from any Asset Disposition means cash
                  payments received by the Borrower or any Subsidiary therefrom
                  (including any cash payments received pursuant to any note or
                  other debt security received in connection with any Asset
                  Disposition) as and when received, net of (i) all legal fees
                  and expenses and other fees and expenses paid to third parties
                  and incurred in connection therewith, (ii) all taxes required
                  to be paid or accrued as a consequence of such disposition,
                  (iii) all amounts applied to repayment of Indebtedness (other
                  than the Obligations) secured by a Lien on the asset or
                  property disposed and (iv) all amounts reinvested by the
                  Borrower or a Subsidiary substantially contemporaneously with
                  such disposition (or to be invested within 90 days pursuant to
                  an investment plan approved by the Agent) in replacement
                  assets of substantially equal or greater value and utility.

                  (c) The definitions of "Applicable Margin" and "Applicable
         Unused Fee" in Section 1.2 are hereby amended in their entirety so that
         as amended they shall read as follows:

                           "Applicable Margin" means from the date of Amendment
                  No. 2 three and one-half percent (3 1/2%) in the case of
                  Eurodollar Rate Loans and two percent (2%) in the case of Base
                  Rate Loans.

                           "Applicable Unused Fee" means from the date of
                  Amendment No. 2 one-half of one percent (1/2%).

                  (d) The definition of "Mortgage" in Section 1.2 is hereby
         amended in its entirety so that as amended it shall read as follows:

                           "Mortgage" means, collectively, all mortgages,
                  leasehold mortgages, deeds of trust and deeds to secure debt
                  and Assignments of Leases granting a Lien to the Agent (or a
                  trustee for the benefit of the Agent) for the benefit of the
                  Lenders in Collateral constituting real property (including
                  certain real property leases), as such documents may be
                  amended, modified or supplemented from time to time.

                  (e) The definition of "Total Revolving Credit Commitment" in
         Section 1.2 is hereby amended in its entirety so that as amended it
         shall read as follows:

                           "Total Revolving Credit Commitment" means for the
                  periods set forth below the amount set forth opposite such
                  period:

                                  Period                         Amount

                           From date of Amendment No. 2       $36,000,000
                                through February 27, 2001
                           February 28, 2001 through          $25,000,000


                                       3
<PAGE>

                                May 30, 2001
                           Thereafter                         $20,000,000

                  ; provided, however, that any reduction of the Revolving
                  Credit Facility pursuant to either of Section 2.7 or Section
                  2.14 shall reduce the amounts set forth above for each of the
                  periods remaining from and after the date of such payment.

                  (f) A new Section 2.14 is hereby added to the Agreement which
         Section shall read as follows:

                           2.14 Mandatory Prepayment. In addition to reductions
                  of the Revolving Credit Facility effected under Section 2.7
                  from and after the receipt by the Borrower of $8,000,000 of
                  the Net Proceeds from the Asset Dispositions described on
                  Schedule 2.14, the Borrower shall make, or shall cause each
                  applicable Subsidiary to make, unless the Lenders agree
                  otherwise, a prepayment of the Revolving Credit Facility from
                  the proceeds of (i) each private or public offering of equity
                  securities of the Parent or any Subsidiary (other than
                  securities issued by the Parent or a Subsidiary) in an amount
                  equal to fifty percent (50%) of the Net Proceeds of each
                  issuance of equity securities of the Parent or any Subsidiary
                  (including without limitation any security not constituting
                  Indebtedness exchangeable, exercisable or convertible for or
                  into equity securities), (ii) the issuance of any Indebtedness
                  for Money Borrowed permitted by the Required Lenders, in an
                  amount equal to one hundred percent (100%) of the Net Proceeds
                  from the issuance of such Indebtedness excluding Indebtedness
                  permitted to be issued under Section 9.5(d), (f) and (g), and
                  (iii) each Asset Disposition permitted under Section 9.6 in an
                  amount equal to one hundred percent (100%) of the Net Proceeds
                  of such Asset Disposition, each such prepayment to be made
                  simultaneously with receipt of such proceeds and upon not less
                  than two (2) Business Days' written notice to the Agent, which
                  notice shall include a certificate of an Authorized
                  Representative setting forth in reasonable detail the
                  calculations utilized in computing the amount of such
                  prepayment.

                           All mandatory prepayments made pursuant to this
                  Section 2.14 shall be applied to permanently reduce the
                  Outstandings and the Total Revolving Credit Commitment.

                  (g) A new Section 4.4 is hereby added to the Agreement which
         Section shall read as follows:

                           "4.4 Additional Collateral. The Borrower shall
         deliver to the Agent not later than thirty (30) days after the date of
         Amendment No. 2 (i) the duly executed Mortgages in recordable form
         sufficient to create in favor of the Agent a first priority Lien on the
         real property described therein which real property is described on
         Schedule 4.4 attached hereto, (ii) Assignments of Lease pursuant to
         which the Borrower, Parent or Subsidiary, party to each lease covered
         thereby, assign to the Agent all of its interest in such lease to the


                                       4
<PAGE>

         extent assignable, and (iii) applications, together with motor vehicle
         titles, pursuant to which a Lien in favor of the Agent is to be
         recorded on each such title, covering each motor vehicle owned by the
         Borrower or any of its Subsidiaries and currently titled in the name of
         Borrower or any Subsidiary. The Borrower shall use commercially
         reasonable efforts to cause any vehicle owned by Borrower or any of its
         Subsidiaries, but not titled in the name of Borrower or any of its
         Subsidiaries, to be titled in the correct entity's name as promptly as
         practicable, and to deliver applications, together with motor vehicle
         titles, pursuant to which a Lien in favor of the Agent is to be
         recorded on each such title within 30 days following the receipt of
         title in the correct entity's name. In addition, Borrower and its
         Subsidiaries shall use commercially reasonable efforts to obtain from
         each landlord party to the leases described in the Assignment of Leases
         a landlord waiver and consent in form reasonably acceptable to the
         Agent. Neither the Borrower nor any Subsidiary shall be entitled to
         renew any lease identified on Schedule 4.4 attached hereto as to which
         there has not been delivered to the Agent an Assignment of Lease and a
         landlord waiver and consent acceptable to the Agent.

                  (h) Section 8.1 is hereby amended by adding new subsections
         (h), (i), (j) and (k) thereto which subsections shall read as follows:

                          "(h) within 30 days after the end of each calendar
                  month, deliver to the Agent and each Lender a consolidated
                  balance sheet of the Parent and its Subsidiaries as at the end
                  of such month and the related consolidated statement of income
                  for such month and for the period from the beginning of the
                  then current Fiscal Year through the end of such month;

                           (i) commencing September 15, 2000, within 5 days
                  after the end of each week a report as to the amount of
                  Consolidated Revenues for such week in form acceptable to the
                  Agent;

                           (j) prior to September 15, 2000, provide copies of
                  the Flash Reports used by management promptly after receipt by
                  management; and

                           (k) on or before Thursday of each week deliver to
                  the Agent a projected cash flow forecast for the next
                  following period of eight consecutive weeks and not later than
                  Monday of each week a variance report showing the variance
                  from the prior week's period forecast of projected cash flow."

                  (i) A new Section 8.21 is hereby added to Article VIII which
         section shall read as follows:

                           "8.21 Consultant. Within 30 days following the date
                  of this Amendment Agreement the Lender shall engage an
                  independent business consultant (the "Consultant") to assess
                  on behalf of the Lender the operations, finances and business
                  affairs of the Parent and its Subsidiaries and to furnish a
                  report of its findings and recommendations to the Lender.


                                       5
<PAGE>

                  Lender shall, in good faith, permit the Parent to review the
                  scope of the engagement and estimated costs of the services of
                  the Consultant which engagement shall include a limitation on
                  such costs. The Parent and the Borrower jointly and severally
                  agree to pay all reasonable costs, fees and expenses of the
                  Consultant incurred in connection with the performance by the
                  Consultant of its duties described herein. The Parent and its
                  Subsidiaries shall cooperate fully and in a timely manner with
                  the reasonable request by the Consultant, including its agents
                  and employees, for information, records and access to
                  management."

                  (j) Subsections (b), (c) and (e) of Section 9.1 are hereby
         amended in their entirety so that as amended they shall read as
         follows:

                           (b) Consolidated Leverage Ratio. Permit the
                   Consolidated Leverage Ratio as of the end of any Four-Quarter
                   Period ending on or after May 31, 2001 to be greater than
                   1.50 to 1.00.

                           (c) Consolidated Fixed Charge Ratio. Permit at any
                   time on or after May 31, 2001 the Consolidated Fixed Charge
                   Ratio to be less than 1.25 to 1.00.

                           (e) Capital Expenditures. Make or become committed to
                  make Capital Expenditures (on a non-cumulative basis, with the
                  effect that amounts not expended may not be carried forward to
                  a subsequent period) which exceed in the aggregate in any
                  fiscal quarter $500,000.

                  (k) Section 9.1 is hereby further amended by adding new
         Subsections (f), (g), (h) and (i) thereto which subsections shall read
         as follows:

                           (f) Consolidated Revenue. Permit the amount of
                   Consolidated Revenue during the months set forth below to be
                   less than that set forth opposite each such month:
<TABLE>
<CAPTION>
                                                                       Required
                                         Month                  Consolidated Revenue
                                         -----                  --------------------
<S>                                        <C>                         <C>
                                    August 2000                        $14,700,000
                                    September 2000                     $15,500,000
                                    October 2000                       $17,600,000
                                    November 2000                      $18,000,000
                                    December 2000                      $31,000,000
                                    January 2001                       $15,600,000
                                    February 2001                      $30,000,000
                                    March 2001                         $17,800,000
                                    April 2001                         $22,300,000
                                    May 2001                           $33,500,000
</TABLE>

                                       6
<PAGE>

                           (g) Consolidated EBITDA. Permit the amount of
                  Consolidated EBITDA for the 3-month period ending on the dates
                  set forth below, to be less than the amount set forth opposite
                  such date:

                                    Quarter Ending            Amount
                                    --------------            ------

                                    August 31, 2000           ($8,000,000)
                                    November 30, 2000         ($   800,000)
                                    February 28, 2001          $9,000,000

                           (h) Minimum Order Generation EBITDA. Permit the
                  amount of Minimum Order Generation EBITDA for the 3-month
                  period ending on the dates set forth below to be less than the
                  amount set forth opposite such date:

                                    Quarter Ending            Amount
                                    --------------            ------

                                    August 31, 2000           $1,100,000
                                    November 30, 2000         $1,200,000
                                    February 28, 2001         $2,000,000

                           (i) Calculation. Notwithstanding any other provision
                  of the Agreement to the contrary, for the purpose of
                  calculating Consolidated EBITDA for purposes of Section 9.1(b)
                  and Consolidated EBIT for purposes of Section 9.1(c) for the
                  periods ending May 31, 2001 and August 31, 2001, such
                  calculation shall be for the two quarters ending May 31, 2001
                  and three quarters ending August 31, 2001 rather than for a
                  Four-Quarter Period.

                  (l) Section 9.2 is hereby amended in its entirety so that as
         amended it shall read as follows:

                           9.2 Acquisitions. Make or consummate any Acquisition
                  or take any action to solicit the tender of securities or
                  proxies in respect thereof in order to effect any Acquisition.

                  (m) Section 9.6 is hereby amended by (i) deleting the word
         "and" at the end of clause (c), (ii) deleting the period at the end of
         clause (d) and inserting in lieu thereof a semi-colon and the following
         proviso:

                  ; provided, however, that the Net Proceeds received from the
                  disposition of any assets shall be applied in the manner set
                  forth in Section 2.14.

                  (n) Section 9.9 is hereby amended in its entirety so that as
         amended it shall read as follows:


                                       7
<PAGE>

                           9.9 Restricted Payment. Make any Restricted Payment
                  or apply or set apart any of their assets therefor or agree to
                  do any of the foregoing.

                  (o) Section 9.10 is hereby amended by (i) inserting the word
         "and" at the end of clause (b), (ii) inserting a period at the end of
         clause (c) immediately preceding the word "and" and (iii) deleting the
         remainder of Section 9.10.

                  (p) A new Section 9.18 is hereby added to Article IX which
         section shall read as follows:

9.18     Subsidiary.  Create or acquire any Subsidiary.

                  (q) Exhibit H is hereby amended in its entirety and shall be
         in the form of Exhibit H attached to this Amendment Agreement.

         3. Guarantors. Each of the Guarantors has joined into the execution of
this Agreement for the purpose of consenting to the amendment contained herein
and reaffirming its guaranty of the Obligations as increased by the terms of
this Amendment Agreement.



                                       8

<PAGE>

         4. Borrower's Representations and Warranties. The Borrower and the
Parent each hereby represent, warrant and certify that:

                  (a) The representations and warranties made by it in Article
         VII of the Credit Agreement are true on and as of the date hereof
         before and after giving effect to this Amendment Agreement except that
         the financial statements referred to in Section 7.6(a) shall be those
         most recently furnished to each Lender pursuant to Section 8.1(a) and
         (b) of the Credit Agreement;

                  (b) It has the power and authority to execute and perform this
         Agreement and has taken all action required for the lawful execution,
         delivery and performance thereof;

                  (c) Except as disclosed to the Lender in writing, there has
         been no material adverse change in the condition, financial or
         otherwise, of the Parent and its Subsidiaries since the date of the
         most recent financial reports of the Parent received by each Lender
         under Section 8.1 of the Credit Agreement, other than changes in the
         ordinary course of business, none of which has been a material adverse
         change;

                  (d) The business and properties of the Parent and its
         Subsidiaries are not, and since the date of the most recent financial
         report of the Parent and its Subsidiaries received by the Lender under
         Section 8.1 of the Credit Agreement have not been, adversely affected
         in any substantial way as the result of any fire, explosion,
         earthquake, accident, strike, lockout, combination of workmen, flood,
         embargo, riot, activities of armed forces, war or acts of God or the
         public enemy, or cancellation or loss of any major contracts; and

                  (e) After giving effect to this Amendment Agreement, no event
         has occurred and no condition exists which, upon the consummation of
         the transaction contemplated hereby, constituted a Default or an Event
         of Default on the part of the Parent or the Borrower under the Credit
         Agreement or the Notes either immediately or with the lapse of time or
         the giving of notice, or both.

         5. Conditions to Effectiveness. This Amendment Agreement shall become
effective upon receipt by the Lender of the following:

                  (a) four (4) counterparts of this Amendment Agreement executed
         by the parties hereto;

                  (b) Replacement Revolving Note in the amount of the Lender's
         Credit Commitment duly executed by both Borrowers and a Swing Line Note
         executed by both Borrowers;

                  (c) an opinion of counsel for the Borrower and each of the
         Guarantors in form acceptable to the Lender;

                  (d) copies of resolutions of the Boards of Directors of the
         Borrower and each of the Guarantors authorizing the transaction
         contemplated by this Amendment Agreement certified by the Secretary or
         Assistant Secretary of each Borrower and Guarantor;

                  (e) such other instruments and documents as the Lender may
         reasonably request; and

                  (f) payment to the Lender of all reasonable out-of-pocket
         expenses of the Agent and Lender incurred in connection with this
         Amendment Agreement, including reasonable fees and expenses of its
         counsel.

         6. Structuring and Amendment Fees. The Parent and the Borrower jointly
and severally agree to pay to the Lender a structuring and amendment fee of
$1,860,000 which fee shall be deemed earned as of the date of this Amendment
Agreement payable as follows:

                  (a) $180,000 upon execution and delivery of this Amendment
         Agreement by the parties hereto;

                  (b) $180,000 on the earlier of March 1, 2001 or the Revolving
         Credit Termination Date; and

                  (c) $1,500,000 on the earlier of May 31, 2001 or the Revolving
         Credit Termination Date.


                                       9
<PAGE>

         The Borrower and Parent agree that the failure to pay the balance of
the structuring and amendment fee shall constitute an Event of Default. The
Lender acknowledges and agrees that the Borrower shall not be obligated to pay
the Lender the unpaid bank fee of $400,000 accrued in 1999.

         7. Entire Agreement. This Agreement sets forth the entire understanding
and agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter. None of the terms or conditions of this Amendment Agreement
may be changed, modified, waived or canceled orally or otherwise, except by
writing, signed by all the parties hereto, specifying such change, modification,
waiver or cancellation of such terms or conditions, or of any proceeding or
succeeding breach thereof.

         8. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all of the other
Loan Documents are hereby confirmed and ratified in all respects and shall
remain in full force and effect according to their respective terms.

                  9. Counterparts. This Amendment Agreement may be executed in
         any number of counterparts and all the counterparts taken together
         shall be deemed to constitute one and the same instrument.


                  [Remainder of page intentionally left blank.]


                                       10

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the day and year
first above written.

<TABLE>
<CAPTION>
<S>                               <C>

                                  PARENT:

                                  GERALD STEVENS, INC.

WITNESS:

                                  By:_______________________________________
----------------------------
                                  Name:    Jeffrey M. Mattson
                                  Title:   Vice President
----------------------------



                                  BORROWER:

                                  GERALD STEVENS RETAIL, INC.

WITNESS:

                                  By:______________________________________
----------------------------
                                  Name:    Jeffrey M. Mattson
                                  Title:   Vice President
----------------------------



                                       11


<PAGE>

                                            GUARANTORS:

                                            A.G.A. Flowers, Inc.
                                            Dr. Delphinium Designs, Inc.
                                            Preuss Acquisition Corp.
                                            GS Accounts Receivable Co.
                                            GS Call/Credit Card Holding Co.
                                            GS Catalog Holding Co.
                                            GS Database Co.
                                            GS Database Management Co.
                                            GS East Holding Co.
                                            GS Finance Co.
                                            GS Intangibles Management Co.
                                            GS Interactive, Inc.
                                            GS Internet Holdings Co.
                                            GS Master Holding Co.
                                            GS Nevada, Inc.
                                            GS Retail Holding Co.
                                            Gerald Stevens Properties, Inc.
                                            Martina's NV, Inc.
                                            The Rose Shop NV, Inc.


                                            By:_________________________________
                                            Name: Thomas L. Boesen
                                            Title:   President



                                       12

<PAGE>


                                            GS Arizona, Inc.
                                            GS Michigan, Inc.
                                            Gerald Stevens Pennsylvania, Inc.
                                            GS North Carolina, Inc.
                                            GS Ohio, Inc.
                                            Martina's, Inc.
                                            GSI Acquisition, Inc.
                                            GS Florida Flowers, Inc.
                                            National Flora, Inc.
                                            Thrifty Acquisition, Inc.
                                            Credit Card Management System, Inc.
                                            Buning Acquisition, Inc.
                                            Florafax Financial Services Corp.
                                            Gerald Stevens Operations Co.
                                            Gerald Stevens Delaware, Inc.
                                            GS Call Center Co.
                                            GS Gift Certificate Co.
                                            GS Missouri, Inc.
                                            GS South Carolina, Inc.
                                            GS Tennessee, Inc.
                                            GS Texas General, Inc.
                                            GS Wisconsin General, Inc.
                                            National Flora Florida, Inc.
                                            GS California, Inc.
                                            GS Illinois, Inc.
                                            GS Minnesota, Inc.
                                            Flower View Gardens, Inc.
                                            Flower Club International, Inc.
                                            Calyx & Corolla, Inc.
                                            Gerald Stevens Pittsburgh, Inc.
                                            Worldwide Floral & Gifts, Inc.


                                            By:_______________________________________
                                            Name: Jeffrey M. Mattson
                                            Title: Vice President


                                            Kuhn & Exotic LLC
                                            By:  Gerald Stevens, Inc., its Sole Member


                                            By:_____________________________________
                                            Name: Jeffrey M. Mattson
                                            Title: Vice President

                                       13
<PAGE>

                                            Gerald Stevens Texas, L.P.
                                            By:  GS Texas General, Inc., its General Partner


                                            By:_____________________________________
                                            Name: Jeffrey M. Mattson
                                            Title: Vice President


                                            Gerald Stevens Wisconsin Limited Partnership
                                            By:  GS Wisconsin General, Inc., its General Partner


                                            By:_____________________________________
                                            Name: Jeffrey J. Mattson
                                            Title: Vice President


                                            Gerald Stevens Georgia, L.P.
                                            By:  Martina's, Inc.


                                            By:_____________________________________
                                            Name: Jeffrey M. Mattson
                                            Title: Vice President



                                       14


<PAGE>






                                            LENDER:

                                            BANK OF AMERICA, N.A.


                                            By:____________________________________
                                            Name: Richard M. Starke
                                            Title: Managing Director



</TABLE>


                                       15