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                                                                   Exhibit 4.01C

                          SECOND AMENDMENT AND CONSENT
                          ----------------------------

          SECOND AMENDMENT AND CONSENT (this "Amendment"), dated as of December
29, 1998, among U.S.A. FLORAL PRODUCTS, INC., a Delaware corporation (the "US
Borrower"), U.S.A. FLORAL PRODUCTS GERMANY GMBH & CO. KG, a partnership
organized under the laws of the Federal Republic of Germany (the "German
Borrower"), FLORIMEX WORLDWIDE B.V., a company organized under the laws of the
Netherlands (the "Dutch Borrower" and, together with the German Borrower and the
US Borrower, the "Borrowers", and each a "Borrower"), the lenders party to the
Credit Agreement referred to below (the "Banks"), BAYERISCHE HYPO-UND
VEREINSBANK AG, as Syndication Agent (in such capacity the "Syndication Agent"),
BANKBOSTON, N.A., as Documentation Agent (in such capacity the "Documentation
Agent"), and BANKERS TRUST COMPANY, as Arranger and Administrative Agent (the
"Administrative Agent").  Unless otherwise defined herein, all capitalized terms
used herein and defined in the Credit Agreement are used herein as so defined.

                              W I T N E S S E T H:
                              ------------------- 

          WHEREAS, the Borrowers, the Banks, the Syndication Agent, the
Documentation Agent and the Administrative Agent are parties to a Credit
Agreement, dated as of October 16, 1997 and amended and restated as of October
2, 1998 (as further amended, modified or supplemented to, but not including, the
date hereof, the "Credit Agreement");

          WHEREAS, the Borrowers, the Banks, the Syndication Agent, the
Documentation and the Administrative Agent wish to modify the Credit Agreement
to clarify certain transactions which occurred thereunder on the Initial
Borrowing Date;

          WHEREAS, the Borrowers, the Banks, the Syndication Agent, the
Documentation Agent and the Administrative Agent hereby acknowledge that on the
Initial Borrowing Date, the German Borrower had instructed the Administrative
Agent to fund to Holdings GmbH, on behalf of the German Borrower,  DM31,859,200
of the DM Term Loans originally incurred by the German Borrower on such date;

          WHEREAS, Florimex USA, Inc., a domestic Wholly-Owned Subsidiary of the
US Borrower, intends to create a new Dutch holding company named BV Van Herk
Beheer II ("New Holdco BV") which will acquire (the "Acquisition") all of the
outstanding capital stock of the Dutch Borrower currently held by Holdings GmbH,
the consideration for which will be the issuance by New Holdco BV to Holdings
GmbH of an  intercompany note in a principal amount equal to $29,190,254;

          WHEREAS, the Borrowers have requested certain modifications to the
Credit Agreement to permit the aforementioned transactions; and

          WHEREAS, subject to the terms and conditions of this Amendment, the
parties hereto agree as follows;

          NOW, THEREFORE, it is agreed:
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          1.  Notwithstanding anything to the contrary contained in Section 8.06
of the Credit Agreement, the Banks hereby agree that the US Borrower may (x)
forgive that certain Intercompany Loan in the principal amount of $14,844,478
made by it to Holdings GmbH on the Initial Borrowing Date and (y) convert same
into a cash equity contribution to Holdings GmbH in a like amount.

          2.  Notwithstanding anything to the contrary contained in Sections
8.02 and 8.06 of the Credit Agreement, the Banks hereby agree that the US
Borrower may contribute to the capital of Holdings GmbH the receivables owed to
the US Borrower in respect of that certain Intercompany Loan in the principal
amount of $27,852,255 made by it to the German Borrower on the Initial Borrowing
Date.

          3.  Notwithstanding anything to the contrary contained in Sections
8.02 and 8.06 of the Credit Agreement, the Banks hereby agree that New Holdco BV
and Holdings GmbH may consummate the Acquisition on the terms provided herein.

          4.  The Banks hereby agree that each reference to the number "90"
appearing in Sections 7.11(a), (b), (c), (d), (e), (g) and (i) shall be deleted
and the number "150" shall in each case be inserted in lieu thereof.

          5.  This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of the following conditions have been met:

          a.    the Borrowers and the Required Banks shall have signed a
     counterpart hereof (whether the same or different counterparts) and shall
     have delivered (including by way of facsimile transmission) the same to the
     Administrative Agent at the Notice Office;

          b.   New Holdco BV shall have executed and delivered to the
     Administrative Agent a counterpart of the Foreign Guaranty;

          c.  the Administrative Agent shall have received from Buruma Maris,
     counsel to the Credit Parties, an opinion addressed to the Administrative
     Agent, the Documentation Agent and each of the Banks, and dated the Second
     Amendment Effective Date, in form and substance satisfactory to the
     Administrative Agent, and covering such matters incident to this Amendment
     and the transactions contemplated herein and as the Administrative Agent
     may reasonably request; and

          d.   The Administrative Agent shall have received for the account of
     each Bank which has executed a counterpart hereof and delivered the same to
     the Administrative Agent at the Notice Office by 5:00 p.m. (New York time)
     on December 29, 1998 an amendment fee equal to 0.05% of the sum of such
     Bank's (x) Dollar Revolving Loan Commitment, (y) outstanding DM Term Loans
     and (z) Foreign Revolving Loan Commitment, in each case on such date.

          6.  Notwithstanding anything to the contrary contained in this
Amendment or in the Credit Agreement, the Borrower, the Banks, the Syndication
Agent, the Documentation Agent and the Administrative Agent hereby acknowledge
and agree that upon the effectiveness of this Amendment in accordance with
paragraph 5 above and the consummation of the
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transactions contemplated in this Amendment, all such transactions shall be
deemed to have retroactively occurred on the Initial Borrowing Date.

          7.  In order to induce the Banks to enter into this Amendment, each
Borrower hereby represents and warrants that (i) the representations, warranties
and agreements contained in Section 6 of the Credit Agreement are true and
correct in all material respects on and as of the Second Amendment Effective
Date, both before giving effect to this Amendment (without giving effect to the
transactions contemplated hereby) and after giving effect to this Amendment (and
the transactions contemplated hereby) and (ii) there exists no Default or Event
of Default on the Second Amendment Effective Date, both before giving effect to
this Amendment (without giving effect to the transactions contemplated hereby)
and after giving effect to this Amendment (and the transactions contemplated
hereby).

          8.  This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

          9.  This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with the US Borrower and the Administrative Agent.

          10.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

          11.  From and after the Second Amendment Effective Date, all
references in the Credit Agreement and in the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.

                                *      *      *
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          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.

                              U.S.A. FLORAL PRODUCTS, INC.

                              By /s/ W. Michael Kipphut
                                ________________________________
                                 Title: Chief Financial Officer


                              U.S.A. FLORAL PRODUCTS GERMANY GMBH & CO. KG

                              By /s/ Robert J. Poirier
                                ________________________________
                                 Title:


                              FLORIMEX WORLDWIDE B.V.

                              By /s/ Robert J. Poirier
                                ________________________________
                                 Title:


                              BANKERS TRUST COMPANY,
                                Individually and as Agent

                              By /s/ David Bell
                                ________________________________
                                 Title: Vice President


                              BAYERISCHE HYPO-UND VEREINSBANK AG, Individually
                                and as Syndication Agent

                              By /s/ Sylvia K. Cheng
                                ________________________________
                                 Title: Vice President

                              By /s/ E. Ebner V. Eschenbach
                                ________________________________
                                 Title: Vice President


                              BANKBOSTON, N.A., Individually and as
                                Documentation Agent

                              By /s/ Pamela Kuong
                                ________________________________
                                 Title: Vice President
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                              LA SALLE NATIONAL BANK

                              By /s/ Bernado Lacayo
                                ________________________________
                                 Title: Commercial Loan Officer


                              FLEET NATIONAL BANK

                              By /s/ Thomas Levy
                                ________________________________
                                 Title: Vice President


                              NATIONAL BANK OF CANADA

                              By /s/ Richard Brown
                                ________________________________
                                 Title: Vice President

                              By________________________________
                                 Title:


                              UNION BANK OF CALIFORNIA, N.A.

                              By /s/ J. William Bloorp
                                ________________________________
                                 Title: Vice President
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                              SCHMIDT BANK

                              By /s/ Hubertus Van Berlepsch
                                ________________________________
                                 Title: General Manager