To: Ms.
Julie McCann Mulligan








Dear
Julie:





This letter will serve as our
understanding of the services you will be rendering as an employee in the
position of Floral and Lifestyle Expert for the 1-800-Flowers.Com  and
Celebrations.com brands (the “Company”) for the Company’s FY’10.





Responsibilities





Your
      responsibilities will include





(i)
working with the 1800flowers.com Marketing/PR team to lead them in generating
floral lifestyle ideas and concepts that further the brand’s strategic
positioning, sector authority and everyday and seasonal marketing campaign
competitiveness.  This will include participation in the campaign
development process, research and development of information required for agreed
themes and stories, product conceptualization and execution of all featured
products; execution of all product requirements for filmed/taped segments and
photo shoots; art direction and styling for all photo shoots, in coordination
with brand Creative Director. To develop and maintain an exclusive product line
, related to above PR/Marketing concepts, for the Company for FY’10 under the
name of “Designs by Julie Mulligan”, or any other name agreed to by you and the
Company (the “Line”). Development of the Line to include product concept,
development and turnover to all appropriate 1800flowers.com cross-functional
teams according to company timelines, the products, their descriptions, content
and copy are subject to the final approval of the Company.  Final
selection and number of products to be determined by the Company based on brand
relevance and commercial appeal





(ii)  acting
as a Company spokesperson at marketing, gift show, brand, public relations and
media events (up to a maximum of 12 per fiscal year).





(iii) acting as a Company lifestyle expert providing trend and lifestyle
patterning across the floral industry, in home décor, entertaining, wedding and
event planning, crafting and overall gift giving.  You shall support
the Company in the development of relevant content to support Celebrations,
including appearing in video advertising and/or programming, social networking
and other content management vehicles that enhance the brand.





(iv) performing the duties customarily performed by persons in the position for
which you are hired and may be prescribed by the Company.





Furthermore,
notwithstanding anything to the contrary contained herein, the Company has the
sole discretion as to which products you design it chooses to use and the manner
and extent of the marketing of any such products. All products developed shall
be and remain the property of the Company





Compensation





Base
salary:  $150,000 (annualized)





Benefits: Except as
otherwise provided herein, you are eligible to continue to participate in all
Company benefit programs subject to the terms of each plan, except for the
Company’s Sharing Success Plan as noted below.  You are eligible to
participate in the Company medical, dental, life insurance, and short term and
long term disability commencing.  You are eligible to participate in
the Company 401(k) plan.  You are eligible for three (3) weeks
vacation accruing pursuant to the Company’s policy.








“Floral Sales
Commission”:      For sales of floral
products under the Line you will be paid a quarterly commission (the “Quarterly
Commission”) based upon the following formula:





I.            The Line---Direct Shipped
Products:





A)  7%
of Net Sales of the products sold under the Line.





II.             The Line---Florist Fulfilled
Products:





A)     2.5%
of Net Sales of the products sold under the Line.








For the
purposes of this Agreement, Net Sales means the gross sales price of the
products of the Line sold less any and all taxes, service, shipping, relay and
handling charges,  rebates, discounts, gift certificates, promotional
offers, and credit card processing fees. Any commission earned shall be paid on
a quarterly basis and such payment shall be accompanied by a report showing how
the commission was calculated for said quarter. The Company and you may mutually
agree on arrangements for more frequent reporting on the sales generated under
the Line.





For Q1,
Q2, and Q3 FY’10, the Company will pay to you all commissions earned on floral
products previously designed and merchandised in the line during
FY’10.





For Q4
FY’10, (“Spring season”), the Company will pay to you minimum commissions of
$50,000.  The Quarterly Commission provided for herein is in lieu of
any cash bonus programs that the Company may make available to its employees.
For instance, you will not be participating in the Company’s Sharing Success
Program.







Use of Location
Fee


Consistent
with Company policy, the Company will reimburse you at a rate of :





$300 per
day/$200 per half day.





Equity:    As
an employee you may be eligible for stock option or restricted stock grants
subject to the approval of the Compensation Committee of the Board of Directors
pursuant to the terms of the Company’s 2003 Long Term Incentive and Share Award
Plan (the “Plan”).   All future stock option and restricted stock
awards are at the discretion of the Compensation Committee.





We are committed to maintaining a
competitive position in the employment marketplace.  However, it is
agreed that neither the terms of this letter, your acceptance of same, nor the
maintenance of personnel policies, procedures and benefits creates a contract of
employment or a guarantee of any length of employment or specific
benefits.  Your employment with the Company is “at-will”, meaning that
you retain the option, as does the Company, to end your employment at any time,
for any reason or for no reason.





If,
however, your employment is terminated then you will be entitled to base salary
through the date of termination and any other commission amounts earned,
accrued, due and owing, but not yet paid as of the date of your
termination.





Julie,
we look forward to the continuation of our relationship together and a
prosperous fiscal year.








Very truly yours,








/s/Jan Murley


Jan Murley, Interim President





Agreed
to:








/s/Julie
McCann Mulligan


Julie
McCann Mulligan