EXHIBIT 10.2
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                     SPEAKING ROSES DEVELOPMENT CORPORATION


                           AREA DEVELOPMENT AGREEMENT














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                    Area Developer Name


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                    Development Area


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                    Area Developer Address


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                    Date


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                                TABLE OF CONTENTS

Section                                                                     Page
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1.  DEFINITIONS................................................................1

2.  REFERRAL RIGHT.............................................................4
         a.  Grant of Referral Rights..........................................4
         b.  Exclusivity of Referral Right.....................................4
         c.  No Unilateral Franchisor Action...................................4
         d.  Permitted Franchisor Rights.......................................4
         e.  Compliance with Referral Schedule.................................4
         f.  Additional Rights.................................................4
         g.  Offering Obligations..............................................5
         h.  Application Obligations...........................................5
         i.  Limited Authority.................................................5
         j.  No Right to Award Franchise.......................................6
         k.  No Right to License or Sell.......................................6
         l.  No Right to Website...............................................6
         m.  Agreement Not a Area Franchise Agreement..........................6
         n.  Franchise Approval................................................6

3.  SERVICE AND MANAGEMENT OBLIGATIONS.........................................6
         a.  Developer Management Obligations..................................6
         b.  Assignment of Developments........................................8

4.  TERM...................................................................... 8

5.  CONSIDERATION TO FRANCHISOR AND DEVELOPER..................................9
         a.  Franchisor Consideration..........................................9
         b.  Developer Consideration...........................................9
         c.  Payments to Developer.............................................9
         d.  Reports and Review Rights........................................10
         e.  Taxes............................................................10

6.  DEVELOPER REPORTS AND INFORMATION.........................................10
         a.  Developer Information............................................10
         b.  Developer Reports................................................10

7.  DEFAULT AND TERMINATION...................................................10
         a.  Automatic Termination............................................10
         b.  Elective Termination.............................................10
         c.  Termination for Breach of Referral Schedule......................11
         d.  Termination After Cure Period....................................12
         e.  Effect of Termination............................................12
         f.  No Exclusivity as to Remedies....................................12

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8.  TRANSFER OF INTEREST......................................................12
         a.  Franchisor Transfer..............................................12
         b.  Developer Transfer...............................................13

9.  REPRESENTATIONS AND WARRANTIES OF THE PARTIES.............................13
         a.  Representations of Franchisor....................................13
         b.  Representations of Developer.....................................13
         c.  No Representations As To Proprietary Marks.......................13

10.  CONFIDENTIALITY AND NON-COMPETITION......................................14
         a.  Treatment of Confidential Information............................14
         b.  Covenants Regarding Solicitation.................................14
         c.  Covenants Regarding Competition..................................14
         d.  Limitations of Non-Competition Covenants.........................15
         e.  Covenants of Affiliates..........................................15
         f.  Independent Covenants............................................15
         g.  Reduction in Covenant Scope......................................15
         h.  Covenants Not Subject to Defenses................................15
         i.  Specific Performance.............................................16
         j.  Protections Reasonable...........................................16

11.  NOTICES..................................................................16

12.  PERMITS AND COMPLIANCE WITH THE LAWS.....................................17
         a.  Scope of Permits and Compliance..................................17
         b.  Notice of Proceeding.............................................17
         c.  Prior Authorization..............................................17

13.  INDEPENDENT CONTRACTOR AND INDEMNIFICATION...............................17
         a.  Nature of Relationship...........................................17
         b.  Apparent Authority...............................................17
         c.  No Right to Bind.................................................17
         d.  Indemnification by Developer.....................................18

14.  WAIVERS..................................................................18

15.  SEVERABILITY AND CONSTRUCTION............................................18
         a.  Construction.....................................................18
         b.  No Rights In Third Parties.......................................18
         c.  Captions and Headings............................................19
         d.  Survival.........................................................19

16.  ENTIRE AGREEMENT.........................................................19

17.  APPLICABLE LAW AND DISPUTE RESOLUTION....................................19
         a.  Applicable Law...................................................19
         b.  Mediation........................................................19
         c.  Arbitration......................................................20

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         d.  Additional Terms.................................................21
         e.  No Waiver of Injunctive Relief...................................21

18.  ACKNOWLEDGMENTS..........................................................22
         a.  No Guarantee of Success..........................................22
         b.  Receipt of Agreement.............................................22

19.  ANTI-TERRORISM LAWS......................................................22

EXHIBIT A - DEVELOPMENT AREA.................................................A-1

EXHIBIT B - DEVELOPMENT FEE..................................................B-1

EXHIBIT C - REFERRAL SCHEDULE................................................C-1

EXHIBIT D - SCHEDULED MANAGEMENT AND SERVICE FUNCTIONS.......................D-1


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                           AREA DEVELOPMENT AGREEMENT
                           (SOUTHERN NEVADA AND UTAH)


         THIS AREA DEVELOPMENT AGREEMENT (this "Agreement") is made and entered
into as of ________________ ___, 20__, between SPEAKING ROSES DEVELOPMENT
CORPORATION, a Utah corporation with its principal offices located at 545 West
500 South, Suite 170, Bountiful, Utah 84010 ("Franchisor"), and
[___________________________] a [_______________________] with its principal
offices located at [______________________] ("Developer").

                                    RECITALS:

         A. Franchisor is a wholly-owned subsidiary of Speaking Roses
International, Inc., a Utah corporation ("SRII"), which is the owner of certain
patented floral embossing technology and related trade secrets, proprietary
processes and know-how (the "Technology"). Franchisor has the right to use and
grant licenses to use the Technology through its agreements with SRII.

         B. Franchisor has developed a distinctive format and system (the
"System") relating to the establishment and operation of franchised retail
floral and gift businesses that produce and sell traditional floral and gift
store products, as well as flowers and other organic products that are embossed
using the Technology (collectively, the "Products") and that operate under the
Proprietary Marks, as defined below (the "Franchises").

         C. Franchisor identifies the System by means of certain trade names,
service marks, trademarks, logos, emblems, and other indicia of origin or
quality, including but not limited to the marks "Speaking Roses," which are
owned by SRII (and which Franchisor has the right to use and grant licenses to
use through its agreements with SRII) and such other trade names, service marks,
and trademarks as are now designated and may hereinafter be designated by
Franchisor for use in connection with the System (the "Proprietary Marks").

         D. Franchisor continues to develop, use, and control the use of the
Proprietary Marks to identify for the public the source of services and products
marketed thereunder and under the System, and to represent the System's high
standards of quality, appearance, and service.

         E. Developer desires to assist Franchisor in the development of the
System by obtaining certain rights hereunder to (i) refer potential franchisees
to Franchisor, and (ii) perform certain management and operating activities on
behalf of Franchisor with respect to Franchises in the area described on Exhibit
A hereto (such areas being referred to herein as the "Development Area").

         NOW THEREFORE, the parties agree as follows:

1.       DEFINITIONS.

         When used in this Agreement, the following terms have the definitions
set forth in this Section 1:

         "Additional Referral Rights" has the meaning set forth in Section 2(f).

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         "Anti-Terrorism Laws" has the meaning set forth in Section 19(a).

         "Affiliate" means a person or entity that, directly or indirectly,
through one or more intermediates, controls, is controlled by, or is under
common control with the person or entity specified. For the purposes of this
Agreement, "control" shall mean the direct or indirect ownership of (a) in the
case of corporate entities, securities authorized to cast more than ten percent
(10%) of the votes in any election for directors of the corporate entity or, (b)
in the case of non-corporate entities, more than fifty percent (50%) ownership
interest with the power to direct the management and policies of such
non-corporate entity.

         "Application Obligations" has the meaning set forth in Section 2(h).

         "Competitive Business" has the meaning set forth in Section 10(c).

         "Confidential Information" means all information, in whatever form or
in whatever medium recorded, relating to the Intellectual Property of Franchisor
or its Affiliates or to the business, finances, contracts or operations of
Franchisor and its Affiliates (including, without limitation, the System, the
Technology and the Proprietary Marks) and which is disclosed in writing, orally,
or in any other form to Developer by or on behalf of Franchisor, either directly
or indirectly, whether before or after the effective date of this Agreement and
all information relating thereto compiled or developed by Developer or
Franchisor during the term of this Agreement, except for the following:

         (i) Information not otherwise subject to an obligation of
confidentiality that was known to Developer prior to disclosure thereof to
Developer by or on behalf of Franchisor or its Affiliates; or

         (ii) Information that is generally available to the public, such as
information revealed in permits, licenses, publications, and practices in the
industry, or filings pursuant to federal or state disclosure and reporting
requirements, other than information made available to the public through breach
of an obligation of confidentiality.

         "Development Area" has the meaning set forth in Recital E.

         "Development Fee" means a one-time fee in the amount set forth on
Exhibit B hereto, payable in immediately available funds or by wire transfer.

         "Expiration Date" means the date of the termination or expiration of
the last to terminate or expire of the Franchise Agreements for the Area.

         "Franchise Agreement for the Area" means the agreement designated as
"Franchise Agreement" between Franchisor and a Qualified Franchise Candidate, as
the same may be amended, restated, amended and restated, supplemented and
modified from time to time, relating to the ownership and operation of a
Franchise by a Qualified Franchise Candidate.

         "Franchises" has the meaning set forth in Recital B.

         "Franchisor" has the meaning set forth in Recital B.

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         "Franchising Fees" has the meaning set forth in Section 5(b).

         "Franchisor Compliance" has the meaning set forth in Section 7(d).

         "Franchisor National Accounts" means customers for the Products that
have multiple business, operating or delivery locations located within or
outside of the Development Area.

         "Intellectual Property" means proprietary data, information,
"know-how," "show-how," trade secrets, inventions and technology, whether
patentable or not, owned or controlled by Franchisor and relating to the
Technology, and to all processes, formulations and/or methods related thereto,
including, without limitation, the rights described in any and all pending
patent applications owned or controlled by Franchisor relating to the
Technology, or to any method of manufacture, creation or use thereof, including
all provisional applications, substitutions, continuations,
continuations-in-part, divisions, and renewals, all letters patent granted
thereon, and all patents-of-addition, reissues, reexaminations and extensions or
restorations by existing or future extension or restoration mechanisms,
including, without limitation, supplementary protection certificates, and all
improvements to such rights, matters and filings.

         "Offering Obligations" has the meaning set forth in Section 2(g).

         "Products" has the meaning set forth in Recital B.

         "Proprietary Marks" has the meaning set forth in Recital C.

         "Qualified Franchise Candidate" means a prospective franchisee for a
Franchise within the Development Area that (1) meets Franchisor's then-current
standards and qualifications (including all financial, character, experience and
background check requirements) for acceptance as a franchisee within the System,
(ii) complies with all of Franchisor's requirements (including with respect to
documentation and application processing fees) relating to the application for a
Franchise, and (iii) has the present intent (as of the application date) to
acquire a Franchise within the Development Area. For purposes of this Agreement,
persons or entities that acquire a Franchise in the Development Area during the
term of this Agreement other than through the efforts of Developer shall also be
deemed a Qualified Franchise Candidate.

         "Referral Right" has the meaning set forth in section 2(a).

         "Referral Schedule" means the schedule, set forth on Exhibit C hereto,
describing the timing, number and referral milestones relating to Developer's
referral to Franchisor of Qualified Franchise Candidates.

         "SRII" has the meaning set forth in Recital A.

         "System" has the meaning set forth in Recital B.

         "Technology" has the meaning set forth in Recital A.

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         "Website" means an interactive electronic document, series of symbols,
or otherwise, that is contained in a network of computers and/or other devices
linked by communications software, including, without limitation, home pages on
the Internet or World Wide Web.

2.       REFERRAL RIGHT

         a. Grant of Referral Right. Franchisor grants Developer the right, and
Developer undertakes the obligation, pursuant to the terms and conditions of
this Agreement, to assist Franchisor in the offer and sale of Franchises within
the Development Area by referring to Franchisor, in accordance with the
procedures and limitations described herein, Qualified Franchise Candidates in
accordance with the Referral Schedule (the "Referral Right").

         b. Exclusivity of Referral Right. Except as provided in Section 2(d),
and subject to Developer's compliance with the terms of this Agreement the
Referral Right is exclusive to Developer, and Franchisor shall not grant any
other person or entity a right similar to the Referral Right. Developer's
Referral Right may become non-exclusive at Franchisor's sole election if
Developer defaults on its obligations under the Referral Schedule or the other
terms of this Agreement.

         c. No Unilateral Franchisor Action. Except as otherwise set forth
herein (including, without limitation, with respect to the rights retained by
Franchisor under Section 2(d) below), during the term of this Agreement, and so
long as Developer is in compliance with its obligations under this Agreement
(including, specifically, Developer's obligations relating to the Referral
Right), Franchisor shall not establish or operate a Franchise within the
Development Area without Developer being entitled to the compensation for such
Franchise set forth in Section 5(b) below.

         d. Permitted Franchisor Rights. Notwithstanding anything to the
contrary, Franchisor retains the right, among others, on any terms and
conditions Franchisor deems necessary, advisable, or prudent and without
granting Developer any rights therein:

         (i) To own, acquire, establish and/or operate, and to license others to
establish and operate, Franchises under the Proprietary Marks and the System
outside the Development Area.

         (ii) To sell, license or distribute, or otherwise provide, directly or
indirectly, any products or services, including some or all Products, through
catalogs, mail order, toll free numbers, or electronic means (including, without
limitation, the Internet) or for or with respect to a Franchisor National
Account for delivery to any customer, regardless of such customer's location
(including, without limitation, the distribution and delivery of Products,
either directly or indirectly, in the Development Area).

         e. Compliance with Referral Schedule. Recognizing that time is of the
essence in the development by Franchisor of the System, Developer shall comply
strictly with the Referral Schedule.

         f. Additional Rights. If Developer satisfies the referral requirements
of the Referral Schedule, Developer may, during the remainder of the term of

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this Agreement, assist Franchisor in the referral of additional candidates for
Franchises within the Development Area, subject to the prior written approval of
Franchisor ("Additional Referral Rights"). Franchisor shall have no obligation
to approve any Additional Referral Rights and Developer shall have no right to
request any Additional Referral Rights unless it is not in default of its
obligations hereunder. Any Additional Referral Rights that Franchisor grants to
Developer hereunder, and Developer's rights and obligations with respect
thereto, shall be subject to all of the terms and conditions of this Agreement
(provided, however, that Franchisor shall be entitled to modify the amounts
payable under Section 5 with respect to any such additional Referral Rights).

         g. Offering Obligations. In exercising the Referral Right, Developer
shall adhere to all timing, delivery and other governmental rules, regulations
and restrictions relating to:

         (i) the promotion and advertisement of the Franchises within the
Development Area, and

         (ii) Franchise offering circulars and other Franchise or System
offering materials.

         Developer (a) shall not (unless authorized by Franchisor in writing)
make any earnings claims with respect to the Franchise, or make any statements
regarding the business, operations or prospects of the Franchises or the System
not set forth in Franchisor's current franchise offering circular for the
Development Area, (b) shall obtain and maintain during any time when it is
assisting Franchisor through the referral of prospective franchisees under the
Referral Right, all licenses, permits, authorizations and governmental filings
required to perform such services and (c) shall comply with any reasonable
rules, policies or procedures adopted from time to time by Franchisor relating
to the offer or sale of the Franchises and which are generally applicable to
parties performing for Franchisor services similar to those provided by
Developer hereunder (collectively, the "Offering Obligations").

         h. Application Obligations. Upon identification of a proposed
franchisee, Developer (working in cooperation with such proposed franchisee)
shall submit to Franchisor, in a form specified by Franchisor, a completed
franchise application on Franchisor's then-current application form, and all
other information or materials Franchisor may reasonably require to evaluate
such proposed franchisee (collectively, the "Application Obligations"). No
franchise candidate shall be deemed approved unless it has been expressly
approved in writing by Franchisor and a Franchise Agreement for the Area has
been executed between Franchisor and the franchise candidate. Developer's
performance of the Application Obligations and Franchisor's acceptance of a
prospective franchisee's application materials indicate only that Franchisor
believes the prospective franchisee's application information complies with
acceptable minimum criteria established by Franchisor to evaluate prospective
franchisees.

         i. Limited Authority. Developer shall have no right or authority to
bind Franchisor with respect to, or negotiate regarding the terms and conditions
of, a Franchise, to execute or deliver documents relating to the Franchise, to
bind Franchisor in any manner (other than as is set forth in Section 3(a)(vi)
below), or to receive any funds or payments from any prospective franchisee
(including, without limitation, any application or other fees relating to a
Franchise).

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         j. No Right to Award Franchise. This Agreement does not grant Developer
the power or authority, either express or implied, to offer or sell any
Franchise or to represent or warrant to any third party (including to a
Qualified Franchise Candidate) that Developer has the ability or right to
influence or affect Franchisor's awarding of a Franchise. The ability and right
to offer, grant and sell any Franchise belongs exclusively to Franchisor, in its
absolute and sole discretion.

         k. No Right to License or Sell. Except as specifically provided herein,
this Agreement does not grant Developer any right (i) to offer for sale, sell or
deliver Products, either inside or outside of the Development Area, (ii) to
license or authorize any holder of a Franchise or other party to offer for sale,
sell or deliver Products either inside or outside of the Development Area, or
(iii) to use, employ or grant other parties any right (whether by license or
otherwise) to use in any manner the Proprietary Marks, the Technology or the
System.

         l. No Right to Website. Developer may create or maintain a Website that
uses or embodies Franchisor's identity and/or the Proprietary Marks, or which
promotes the Franchises or the System, only with Franchisor's prior written
approval. Franchisor reserves the right to control all aspects of any such uses
or embodiments (including their content, design and operation) so as to insure
Developer's compliance with, and adherence to, the terms and conditions of this
Agreement or applicable law. Developer shall not be entitled to create or
maintain any web page on any Website maintained by Franchisor

         m. Agreement Not a Franchise Agreement for the Area. This Agreement is
not a Franchise Agreement for the Area and does not grant to Developer any
rights set forth in such document.

         n. Franchise Approval. Developer acknowledges that each Franchise
candidate that Developer refers to Franchisor (including each Qualified
Franchise Candidate) is subject to approval by Franchisor in its absolute and
sole discretion. Franchisor is not obligated in any way to approve or grant
Franchises to any individual or entity presented by Developer; provided,
however, that Franchisor shall not unreasonably withhold approval of a Qualified
Franchise Candidate.

3.       SERVICE AND MANAGEMENT OBLIGATIONS

         a. Developer Management Obligations. During the term of this Agreement,
Developer shall, in general, act as the administrative, recruiting and training
representative for Franchisor's business operations within the Development Area
and, in that capacity, Developer (or its representatives, as approved by
Franchisor) shall comply with, all of Franchisor's established policies and
procedures regarding the management of development areas by area developers who
have entered into agreements with Franchisor similar to this Agreement, and:

         (i) recruit (with Franchisor's approval and using agreements in a form
approved by Franchisor) franchisees, and oversee and coordinate the operations
of the Franchises within the Development Area,

         (ii) facilitate the execution and delivery of contracts on forms
acceptable to and approved by Franchisor between Franchisor and the holders of
the Franchises within the Development Area (it being understood that Developer

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shall not be a signatory to any such agreements),

         (iii) at Franchisor's request, develop (and, with Franchisor's
approval, implement) reporting functions and administrative procedures for the
Franchises within the Development Area,

         (iv) at Franchisor's request develop (and, with Franchisor's written
approval provide) ongoing evaluation, training, coaching and performance
management to franchisees within the Development Area, with the goal of
increasing the productivity, revenues, profits, market penetration, and sales of
such franchises, while maximizing product quality, efficiency and customer
service,

         (v) at Franchisor's request, develop (and, with Franchisor's written
approval, implement) new products using the Technology, and develop (and, with
Franchisor's written approval, implement) new business, marketing, promotional,
delivery and concepts for the Franchises,

         (vi) coordinate the business operations of the Franchises (including,
in the case of disputes between or among Franchises, working diligently to
resolve such disputes), visit and inspect each Franchise location in the
Development Area in accordance with such inspection schedules as may be set by
Franchisor from time to time and, subject to the written approval of Franchisor,
enforce the terms and conditions of the Franchise Agreements for the Area,
related agreements and Franchisor's other contractual arrangements relating to
the Franchises within the Development Area,

         (vii) advise Franchisor on the various business and operational
practices of persons and entities engaging in business within the Development
Area, and develop (and, at Franchisor's request with Franchisor's written
approval, implement) business practices intended to enhance Franchisor's
business operations consistent with those practices,

         (viii) at Franchisor's request, develop (and, with the written approval
of Franchisor, implement) practices intended to maximize the use, protection and
availability of the Proprietary Marks and maximize Franchisor's monetary rights
under its agreements with the franchisees within the Development Area through
state-of-the-art administrative procedures and policies,

         (ix) conduct (at Franchisor's request) performance audits or reviews of
such Franchises as Franchisor shall from time to time designate with respect to
the performance by those Franchises of their obligations to Franchisor, and
report the findings of any such audits or reviews to Franchisor,

         (x) successfully complete, at Developer's cost and expense, such
training, compliance and administrative courses, programs and seminars as
Franchisor shall, from time to time, require relating to area development
operations, the Franchises, Products, Technology or System (including, without
limitation, all training or certification programs required of a franchisee
under an Franchise Agreement for the Area); provided, however, that Developer

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shall not be entitled, without Franchiser's prior written consent, to attend any
such training, compliance and administration courses, programs or seminars until
the satisfaction of the Franchisor Compliance Obligation (as defined in Section
7(d)).

         (xi) perform such other management and service functions within the
Development Area as may be reasonably requested by Franchisor in writing or as
are set forth on Exhibit D hereto, and

         (xii) bear and promptly pay all of the costs and expenses of the
matters set forth within this Section 3(a) (including any matters set forth on
Exhibit D hereto), and obtain and maintain qualified personnel and resources
sufficient to satisfy its obligations under this Agreement.

         Pending the satisfaction by Developer of the Franchisor Compliance
Obligation, Franchisor shall be entitled to restrict, prevent, limit or
otherwise condition Developer's access to the Confidential Information
(including the Technology and the materials describing the System). In
performing the services described in this Section 3(a), Developer shall act as
Franchisor's representative only within the Development Area and shall perform
all such services in a substantial workmanlike manner, consistent with standard
industry practice and diligence and with the highest degree of honesty,
integrity and professionalism.

         b. Assignment of Developments. Any systems or functions developed by
Developer for the benefit of Franchisor or Franchisees under this Agreement
(including, without limitation, as a result of Developer's performance of its
obligations under Section 3(a)) shall be and remain the sole property of
Franchisor. Developer hereby assigns, transfers and conveys to Franchisor all
rights in and to such systems and functions, and agrees to execute and deliver
to Franchisor such further documents, instruments, conveyances and agreements as
shall be necessary or appropriate, in Franchisor's opinion, to transfer all
rights in such systems and functions to Franchisor. Developer shall promptly
provide Franchisor with copies of all such systems and functions (including,
without limitation, copies of source codes and object codes for any computer
programs associated with such systems) upon their development, and shall require
any independent contractor or other party assisting Developer in the
development, documentation or implementation of such systems and functions
promptly to provide Franchisor with the same. Developer shall require any such
independent contractor or other assisting party, as a condition to such
contractor's or other party's performance of services for Developer, to assign
all right, title and interest in such systems and functions to Franchisor (or,
in the opinion of Franchisor, take such other actions as shall be necessary or
appropriate to convey such interests to Franchisor including, as appropriate,
making representations regarding "work for hire" or similar concepts), and to
maintain the confidentiality of any Confidential Information disclosed to any
such third parties in connection with the performance of such services.

4.       TERM

         Unless sooner terminated in accordance with the provisions of this
Agreement, this Agreement shall commence on the date hereof and shall expire on
the Expiration Date.

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5.       CONSIDERATION TO FRANCHISOR AND DEVELOPER

         a. Franchisor Consideration. In consideration of the rights granted to
Developer herein, upon execution of this Agreement Developer shall pay to
Franchisor the Development Fee. Developer acknowledges and agrees that the
Development Fee is fully earned by Franchisor and, except as provided in Section
7(d) below with respect to Developer's ability to terminate this Agreement for
Franchisor's failure to satisfy the Franchisor Compliance Obligation, is
nonrefundable in consideration of (i) the administrative and other expenses
incurred by Franchisor and (ii) the development and management opportunities
lost or deferred by Franchisor as a result of its grant of the rights granted to
Developer herein. In the event of the default by Franchisor of its obligation to
obtain the governmental approvals required for the offer and sale of the
Franchises in the Development Area, as set forth in the preceding sentence,
Developer shall be entitled to receive, as a partial refund of the Development
Fees, an amount equal to one hundred percent (100%) of the Development Fee, less
Franchisor's expenses and costs associated with this Agreement and the services
contemplated hereunder, and its efforts to obtain such governmental approvals in
the Development Area.

         b. Developer Consideration. In consideration of Developer's performance
in accordance with the terms hereof, Franchisor shall compensate and pay to
Developer the following amount during the term of this Agreement:

         (i) subject to the provisions of Section 5(c), below, an amount equal
to one hundred percent (100%) all amounts received by Franchisor in the form of
"Initial Franchise Fees" under the terms of Franchise Agreements for the Areas
("Franchise Fees"), until such time as Developer shall have received aggregate
amounts equal to one hundred percent (100%) of the Development Fee and,
thereafter, an amount equal to fifty percent (50%) of all Franchise Fees.

         (ii) an amount equal to thirty percent (30%) of all Royalties (as
defined in the applicable Franchise Agreement for the Area) received by
Franchisor under (A) the Franchise Agreements for the Area and (B) the
agreements designated as "Franchise Agreement" between Franchisor and the
holders of Franchises within the Development Area as of the effective date of
this Agreement. Developer acknowledges that the Royalties are based on each
Franchise's gross sales revenues (as adjusted pursuant to the Franchise
Agreement for the Area), which may vary, perhaps significantly, based on
economic conditions, geographic location of the Franchise, marketing, the number
of Franchises held by franchisees within the Development Area, the type of
Franchise, the timing of holidays and other factors.

         c. Payments to Developer. Franchisor shall pay the portion of the
Initial Franchise Fee due Developer under the provisions of Section 5(b)(i)
within three (3) business days of the opening date for the Franchise relating to
such Initial Franchise Fee, and shall pay Developer the portion of the Royalty
amounts due it under Section 5(b)(ii), within thirty (30) days of Franchisor's
receipt of such Royalty payments from the franchisees. If Franchisor is
required, pursuant to the terms of the Franchise Agreements for the Area or
otherwise, to refund to the holder of a Franchise all or any portion of the
Initial Franchise Fee as a result of the termination of such holder's Franchise
Agreement for the Area, the portion of the Initial Franchise Fee retained by

                                       9
<PAGE>

Franchisor (exclusive of any amounts retained by Franchisor under the terms of
the Franchise Agreement for the Area to cover its costs and expenses) shall be
paid (i) to Developer, to the extent of the reasonable, documented costs and
expenses (other than for fixed costs such as rent, salaries and similar
expenses) incurred by the Developer in connection with the performance of the
Application Obligations and Offering Obligations for that franchisee (subject,
in all cases to a limit equal to the retained portion of the Initial Franchise
Fee), and (ii) the balance to Franchisor.

         d. Reports and Review Rights. Franchisor shall, on a monthly basis,
provide Developer with a report showing the calculation of the payments made to
Developer under this Section 5(b) in a form reasonably acceptable to Developer
and which segregates payments under Section 5(b)(i) and payment under Section
5(b)(ii).

         e. Taxes. Developer shall be solely responsible for (and shall
indemnify Franchisor for Developer's failure to pay) all taxes, assessments or
governmental charges relating to the payments to Developer hereunder.

6.       DEVELOPER REPORTS AND INFORMATION

         a. Developer Information. Prior to the execution of this Agreement,
Developer shall have provided Franchisor with written information as to each
shareholder, member, or partner of Developer, and the interest of each such
party in Developer. Developer shall, at Franchisor's request, provide Franchisor
with copies of all licenses, permits and authorizations obtained by Developer
and filings (other than filings made with taxing authorities) made by Developer,
with respect to the performance of Developer's activities hereunder.

         b. Developer Reports. Developer shall, at Developer's expense, submit
to Franchisor (i) no later than the fifteenth (15th) day following the end of
each quarter year (with the quarter periods concluding at the end of March,
June, September and December) and in the form prescribed by Franchisor, reports
detailing Developer's Franchise referral efforts within the Development Area for
the period covered by the report in such reasonable detail or form as Franchisor
shall request, and (ii) such other reports (at such times and with such
frequency as Franchisor may request) detailing Developer's activities under
Section 3 hereof.

7.       DEFAULT AND TERMINATION

         a. Automatic Termination. Developer shall be deemed to be in default
under this Agreement, and all rights granted herein shall automatically
terminate without notice to Developer, if (i) Developer dies, becomes insolvent
or makes a general assignment for the benefit of creditors; (ii) Developer files
a petition in bankruptcy or such a petition is filed against and not opposed by
Developer and/or is not extinguished within sixty (60) days of its filing; (iii)
Developer is adjudicated bankrupt or insolvent; (iv) a bill in equity or other
proceeding for the appointment of a receiver of Developer or other custodian for
Developer's business or assets is filed and consented to by Developer or
approved by any court of competent jurisdiction; or (v) Developer is dissolved.

         b. Elective Termination. Upon the occurrence of any of the following
events of default, Franchisor may, at its option, terminate this Agreement and
all rights granted hereunder, or take any of the other actions permitted herein,

                                       10
<PAGE>

without affording Developer any opportunity to cure the default, effective
immediately upon the provision of notice to Developer (in the manner provided
under Section 11 below):

         (i) If (A) Developer or any Affiliate of Developer is convicted of a
felony, a crime involving moral turpitude, or any other crime that Franchisor
believes is reasonably likely to have an adverse effect on the System, the
Proprietary Marks, the goodwill associated therewith, or Franchisor's interest
therein or (B) Developer or any Affiliate of Developer commits any acts or
engages in any behavior that Franchisor believes is reasonably likely to have an
adverse effect on the System, the Proprietary Marks, the goodwill associated
therewith, or Franchisor's interest therein;

         (ii) If Developer or any Affiliate of Developer purports to transfer
any rights or obligations under this Agreement or any interest in Developer or
the assets of Developer's business to any third party in a manner that is
contrary to the terms of Section 8 of this Agreement;

         (iii) If Developer fails to comply with the covenants in Section 10
hereof;

         (iv) If Developer knowingly maintains false books or records, or
submits any false reports (including, but not limited to, information provided
as part of a prospective franchisee's application for a Franchise) to
Franchisor;

         (v) If Developer, after curing a default pursuant to Section 7(d),
commits the same default again within an eighteen (18) month period of the
previous default, whether or not such default is cured after notice;

         (vi) If Developer is in breach of this Agreement, for the same or
different default under this Agreement, three or more times within any eighteen
(18) month period, whether or not cured after notice; or

         (vii) If Developer breaches any material provision of this Agreement
which breach is not susceptible to cure.

         c. Termination for Breach of Referral Schedule. Developer's failure to
comply with the Referral Schedule shall constitute a material default under this
Agreement allowing Franchisor, in its sole and absolute discretion, to terminate
this Agreement and all rights granted hereunder without affording Developer any
further opportunity to cure the default. Any such termination shall be effective
immediately upon the delivery of written notice to Developer (in the manner set
forth in Section 11 of this Agreement). Franchisor, in its sole and absolute
discretion, may elect, in lieu of terminating this Agreement, to use other
remedial measures for Developer's breach of this Agreement, which include, but
are not limited to any one or more of the following: (i) limiting the
exclusivity, or reducing the scope of protections, granted to Developer under
Section 1(c) herein for the Development Area; (ii) reducing the area of the
Development Area; (iii) reducing the number of Franchises covered by the
Referral Schedule; and/or (iv) Developer relinquishing, or Franchisor reducing
the amount of payments Developer has the right to receive under Sections 5(b)(i)
and/or 5(b)(ii).

                                       11
<PAGE>

         d. Termination After Cure Period. Except as otherwise provided in
Sections 7(a), 7(b) and 7(c) above, and except as qualified by the provisions of
Section 12(c) below, if a party fails to comply with any material term or
condition of this Agreement (which for purposes of this Section 7(d) shall
include Franchisor's compliance with and satisfaction of such governmental laws,
regulations and rules as shall be required for its offer and sale of the
Franchises within the Development Area (the "Franchisor Compliance Obligation"),
such action shall constitute a default under this Agreement and, upon the
occurrence of any such default, the other party may terminate this Agreement by
giving written notice of termination stating the nature of such default to the
defaulting party at least thirty (30) days (and one hundred eighty (180) days in
the case of breach by Franchisor of the Franchisor Compliance Obligation) prior
to the effective date of termination; provided, however, that the defaulting
party may avoid termination by curing the default (if such default is possible
to cure) to the non-defaulting party's reasonable satisfaction, and by promptly
providing proof thereof to the non-defaulting party within the cure period. If
any such default is not cured within the specified time, or such longer period
as applicable law may require, this Agreement and all rights granted hereunder
(including, but not limited to, the right to refer prospective franchisees for
Additional Franchises) will terminate without further notice to the defaulting
party, effective immediately upon the expiration of the cure day period or such
longer period as applicable law may require.

         e. Effect of Termination. Upon termination or expiration of this
Agreement, (i) Developer shall have no rights hereunder, (ii) Franchisor shall
be entitled to establish for itself or its Affiliates, and shall be entitled to
franchise, license or contract with others to establish, Franchises in the
Development Area, except as may be otherwise provided under any Franchise
Agreement for the Area which has been executed between Franchisor and
franchisees within the Development Area, and Developer shall not be entitled to
any compensation for such Franchises, licenses or contractual relationships, and
(iii) Developer shall immediately and permanently cease to use, in any manner
whatsoever, any confidential methods, procedures and techniques associated with
the System, the Proprietary Marks, and all other distinctive forms, slogans,
signs, symbols, and devices associated with the System (and, in particular,
shall cease to use, without limitation, all signs, advertising and promotional
materials, displays, stationery, forms, and any other articles which display the
Proprietary Marks, and shall promptly take such action as may be specified by
Franchisor in writing to de-identify the Developer from Franchisor, which may
include, without limitation, removing all signs, displays, and decor that use or
include the Proprietary Marks and transferring any listing in local telephone
directories or online directories relating in any way to the Franchises or the
System), and (iv) Developer shall deliver to Franchisor, without delay, all
offering circulars or other materials relating to the Referral Right and all
records, software and materials constituting Confidential Information.

         f. No Exclusivity as to Remedies. No right or remedy herein conferred
upon or reserved to Franchisor or Developer is exclusive of any other right or
remedy provided or permitted by law or equity.

8.       TRANSFER OF INTEREST

         a. Franchisor Transfer. Franchisor shall have the right to transfer or
assign all or any part of its rights or obligations under this Agreement to any
person or legal entity. With respect to any assignment which results in the

                                       12
<PAGE>

obligation by the assignee to subsequently perform all or any of Franchisor's
obligations under this Agreement, the assignee shall expressly assume and agree
to perform such obligations, and shall become solely responsible for all
assigned obligations of Franchisor under this Agreement from the date of such
assignment.

         b. Developer Transfer. Developer understands and acknowledges that
Franchisor has granted the rights to Developer hereunder in reliance on the
business skill, financial capacity, and personal character of Developer and its
Affiliates. Accordingly, Developer shall not sell, assign, transfer, convey, or
give away any direct or indirect interest in the Developer, or in substantially
all of the assets of the Developer's business (including its rights in this
Agreement), without the prior written consent of Franchisor, which may be
withheld in the Franchisor's sole and absolute discretion.

9.       REPRESENTATIONS AND WARRANTIES OF THE PARTIES.

         a. Representations of Franchisor. Franchisor represents and warrants to
Developer that: (i) subject to the qualification of Section 12(c), below, it has
the right, ability and intention to enter into this Agreement and to perform its
obligations hereunder and (ii) it has executed no other agreement in conflict
with this Agreement and (iii) this Agreement is a binding and legal obligation
of Franchisor.

         b. Representations of Developer. Developer represents and warrants to
Franchisor that: (i) it has the right, ability and intention to enter into this
Agreement and to perform its obligations hereunder; (ii) this Agreement is a
binding obligation upon Developer; (iii) it has executed no other agreement in
conflict with this Agreement; (iv) during the term of this Agreement, Developer
will maintain all required licenses, authorizations, consents, permits and
approvals to conduct its actions contemplated by this Agreement, (v) Developer
has the economic capacity to perform its duties and obligations under this
Agreement, and (vi) if Developer is other than an individual, it is a duly
formed, validly existing entity in the jurisdiction of its organization, and is
in good standing.

         c. No Representations As To Proprietary Marks. NOTHING IN THIS
AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY FRANCHISOR OF
THE VALIDITY OF THE PROPRIETARY MARKS OR THE ACCURACY, SAFETY, OR USEFULNESS FOR
ANY PURPOSE OF ANY PRODUCTS. FRANCHISOR SHALL HAVE NO LIABILITY WHATSOEVER TO
DEVELOPER OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE,
OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST,
OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON DEVELOPER OR ANY OTHER
PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A) DEVELOPER'S
REFERRAL OF FRANCHISE CANDIDATES TO FRANCHISOR OR OTHER MARKETING OF THE SYSTEM;
OR (B) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES BY DEVELOPER WITH RESPECT
TO ANY OF THE FOREGOING, AND DEVELOPER SHALL DEFEND AND HOLD HARMLESS
FRANCHISOR, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY SUCH INJURY,
LOSS, DAMAGE OR LIABILITY.

                                       13
<PAGE>

10.      CONFIDENTIALITY AND NON-COMPETITION

         a. Treatment of Confidential Information. Developer shall at all times
preserve the Confidential Information in confidence, both during and after the
term of this Agreement and shall disclose the Confidential Information only to
Franchise candidates (through the delivery of an offering circular prepared by
Franchisor, but not otherwise) and to such of Developer's employees or agents
who must have access to it in connection with their employment duties relating
to this Agreement. Developer shall not, at any time, during the term of this
Agreement or thereafter, without Franchisor's prior written consent, copy,
duplicate, record, or otherwise reproduce the Confidential Information, in whole
or in part, nor otherwise make the same available to any unauthorized person.

         b. Covenants Regarding Solicitation. Developer specifically
acknowledges that, as a result of and in connection with its performance under
this Agreement, Developer will receive valuable specialized training and the
Confidential Information, which includes, without limitation, information
regarding the operational, sales, advertising and promotional methods and
techniques of Franchisor and the System. Developer covenants that during the
term of this Agreement and for a period of two (2) years after its termination
(unless such termination results from Developer's termination of this Agreement
under Section 7(d) for failure to satisfy the Franchisor Compliance Obligation,
in which case the covenant described in this Section 10(b) shall terminate upon
the termination of this Agreement), except as otherwise approved in writing by
Franchisor, Developer shall not, either directly or indirectly, for itself, or
through, on behalf of, or in conjunction with any person, persons, partnership,
or corporation:

         (i) Divert or attempt to divert any business or customer of any Store
or of any store under the System to any competitor, by direct or indirect
inducement or otherwise, or do or perform, directly or indirectly, any other act
injurious or prejudicial to the goodwill associated with the Proprietary Marks,
the System or the Products, or

         (ii) Unless released in writing by the employer, employ or seek to
employ any person who is employed by Franchisor or by any Franchisee or
Developer of Franchisor, or otherwise directly or indirectly induce such person
to leave his or her employment.

         c. Covenants Regarding Competition. Developer covenants that, except as
otherwise approved in writing by Franchisor, Developer:

         (i) shall not, during the term of this Agreement, either directly or
indirectly, for itself, or through, on behalf of, or in conjunction with any
person, persons, partnership, or corporation, own, maintain, operate, engage in,
or have any interest in any business that is the same as or similar to the
business contemplated herein, or of which ten percent (10%) or more of its gross
sales in any month are from the retail sale of floral products (a "Competitive
Business") and is either located in the Development Area or makes offers and
sales into the Development Area.

         (ii) shall not for two (2) years from the date of the expiration or
termination of this Agreement (unless such termination results from Developer's
termination of this Agreement under Section 7(d) for Franchisor's failure to
satisfy the Franchisor Compliance Obligation, in which case the covenant

                                       14
<PAGE>

described in this Section 10(c)(ii) shall terminate upon the first anniversary
of the date of such termination), either directly or indirectly, for itself, or
through, on behalf of, or in conjunction with any person, partnership, lender,
employer, consultant, corporation, or other entity, own, maintain, operate,
engage in, or have any interest in any Competitive Business, which is, or is
intended to be (i) located within the Development Area, or makes offers and
sales into the Development Area; or (ii) located within an area that is within a
radius of three (3) miles from any Franchise operating under the System. If,
however, any arbitration or litigation occurs, within the period described
above, with respect to any of the foregoing or with respect to the enforcement
of this Section 10(c), then the obligations of this section shall continue in
effect until the later of six (6) months from the date of a final order of a
duly authorized arbitrator, panel of arbitrators, or a court of competent
jurisdiction (after all appeals have been taken) or the expiration of the
original period under this Section 10(c).

         d. Limitations of Non-Competition Covenants. Sections 10(b) and 10(c)
hereof shall not apply to ownership by Developer of less than a one percent (1%)
beneficial interest in the outstanding equity securities of any publicly-held
corporation. As used in this Section 10(d), the term "publicly-held corporation"
refers to a corporation which is a reporting company under the federal
Securities Exchange Act of 1934.

         e. Covenants of Affiliates. Developer shall obtain (and deliver to
Franchisor) executed covenants similar to those set forth in this Section 10 (as
modified to apply to an individual) from any or all of Developer's Affiliates,
who have had access to the Confidential Information, or who are or may be
involved in the operation and/or development of Franchises under the terms of
this Agreement. Every covenant required by this Section 10 shall be in a form
satisfactory to Franchisor, including, without limitation, specific
identification of Franchisor as a third-party beneficiary of such covenants with
the independent right to enforce them. Developer's failure to obtain execution
of a covenant required by this Section 10(e) and to deliver such executed
covenant to Franchisor shall constitute a default under Section 7(d) hereof.

         f. Independent Covenants. Each of the foregoing covenants shall be
construed as independent of any other covenant or provision of this Agreement.
If all or any portion of a covenant in this Section 10 is held unreasonable or
unenforceable by a court or agency having valid jurisdiction in an unappealed
final decision to which Franchisor is a party, Developer expressly agrees to be
bound by any lesser covenant subsumed within the terms of such covenant that
imposes the maximum duty permitted by law, as if the resulting covenant were
separately stated in and made a part of this Section 10.

         g. Reduction in Covenant Scope. Franchisor shall have the right, in its
sole discretion and based on the facts and circumstances of each case, to reduce
the scope of any covenant set forth in Sections 10(b) and 10(c) in this
Agreement, or any portion thereof, without Developer's consent, effective
immediately upon receipt by Developer of written notice thereof. Developer
agrees that it shall comply forthwith with any covenant as so modified, which
shall be fully enforceable notwithstanding the provisions of Section 16 hereof.

         h. Covenants Not Subject to Defenses. The existence of any claims
Developer may have against Franchisor, whether or not arising from this
Agreement, shall not constitute a defense to the enforcement by Franchisor of
the covenants in this Section 10. Developer agrees to pay all costs and expenses

                                       15
<PAGE>

(including reasonable attorneys' fees) incurred by Franchisor in connection with
the enforcement of this Section 10.

         i. Specific Performance. Developer's violation of the terms of this
Section 10 would result in irreparable injury to Franchisor for which no
adequate remedy at law may be available, and Developer accordingly consents to
the issuance of an injunction prohibiting any conduct by Developer in violation
of the terms of this Section 10. Franchisor shall not be required to post any
bond or surety with respect to any injunction granted it pursuant to this
Section 10(i).

         j. Protections Reasonable. Developer acknowledges that the time and
geographic limitations and restrictions contained in this Section 10 are
reasonable and necessary for the protection of the Technology, the Systems and
the Confidential Information, that Developer will receive adequate consideration
under this Agreement in exchange for those limitations, and that any loss of
opportunity associated with the provisions of this Section 10 are offset by the
business opportunity offered Developer hereunder.

11.      NOTICES

         Any and all notices required or permitted under this Agreement shall be
in writing and shall be delivered (i) personally, (ii) by registered mail, (iii)
by recognized overnight delivery service, or (iv) by facsimile to the respective
parties at the addresses set forth below, unless and until a different address
has been designated by written notice to the other party. Any notice by a means
which affords the sender evidence of delivery, or rejected delivery, shall be
deemed to have been given at the date and time of receipt or rejected delivery.

         If to Franchisor, to:

         Speaking Roses Development Corporation
         Attention:  Chief Executive Officer
         545 West 500 South, Suite 170
         Bountiful, Utah  84010
         Fax:  (801) 677-7677

         with a copy (which shall not constitute notice) to:

         Scott R. Carpenter, Esq.
         Holme Roberts & Owen LLP
         299 South Main Street, Suite 1800
         Salt Lake City, Utah  84101-2263
         Fax:  (801) 521-9639

         If to Developer, to:

         The Address set forth on the Cover Page to this Agreement

                                       16
<PAGE>

12.      PERMITS AND COMPLIANCE WITH THE LAWS

         a. Scope of Permits and Compliance. Developer shall comply with all
federal, state, and local laws, rules and regulations, and shall timely obtain
and file any and all permits, certificates, licenses or notices necessary for
the full and proper performance of its obligations and duties under this
Agreement, including, without limitation, all permits, certifications licenses
or notices required or advisable for the performance of the Offering
Obligations.

         b. Notice of Proceeding. Developer shall notify Franchisor in writing
within three (3) days of Developer's receipt of notice regarding the
commencement of any investigation, inquiry, action, suit, or proceeding, and of
the issuance of any order, writ, injunction, award, or decree of any court,
agency or other governmental instrumentality (each, an "Action"), which may
adversely affect the operation or financial condition of Developer and/or any
Franchise established under this Agreement, of any Action relating to the
Offering Obligations.

         c. Prior Authorization. If any registration, notification, approval,
recordation, consent or publication imposed by any governmental or other
regulatory authority in the Development Area is required prior to or following
the execution and effectiveness of this Agreement, including without limitation
any registration, notification, approval, recordation, consent or publication
with any governmental authority relating to investment, relationships, commerce,
the Franchises or otherwise, the parties shall comply fully therewith. If (i)
any such authority shall require the parties to amend this Agreement as a
condition precedent to such registration, notification, approval, recordation,
consent or publication, or (ii) any such registration, notification, approval,
recordation, consent or publication shall not have been effected within the
earlier of the period imposed by the applicable authority for such action or the
90 day period following the date of this Agreement, either party may terminate
this Agreement (or the negotiations relating thereto) without liability to the
other party, and this Agreement shall be deemed for all purposes to be void ab
initio.

13.      INDEPENDENT CONTRACTOR AND INDEMNIFICATION

         a. Nature of Relationship. Developer, its agents and employees, shall
act as, and shall for all purposes hereunder be deemed to be, an independent
contractor of Franchisor, and nothing in this Agreement shall at any time be
construed to create the relationship of employer and employee, partnership,
principal and agent, Franchisor and franchisee, or joint venturers as between
Franchisor and Developer.

         b. Apparent Authority. During the term of this Agreement, Developer
shall hold itself out to the public as an independent contractor of Franchisor,
and shall take no action which would have the reasonably anticipated consequence
of creating apparent or inherent authority from Franchisor in favor of
Developer. At Franchisor's request, Developer shall exhibit a notice of the
nature of the relationship created hereunder in a conspicuous place at its
business location, the content of which Franchisor reserves the right to
specify.

         c. No Right to Bind. Nothing in this Agreement authorizes Developer to
make any contract, agreement, warranty, or representation on Franchisor's
behalf, or to incur any debt or other obligation in Franchisor's name

                                       17
<PAGE>

(including, without limitation, entering into a Franchise Agreement for the Area
on behalf of Franchisor), and Franchisor shall in no event assume liability for,
or be deemed liable hereunder as a result of, any such action, nor shall
Franchisor be liable by reason of any act or omission of Developer in
Developer's operations hereunder, or for any claim or judgment arising therefrom
against Developer or Franchisor.

         d. Indemnification by Developer. Developer shall indemnify and hold
Franchisor and its Affiliates and their respective officers, directors,
employees, and agents harmless against any and all claims (as well as the costs,
including attorneys' fees, of defending against them) arising directly or
indirectly from, as a result of, or in connection with Developer's actions or
failure to act which are in breach of the obligations imposed on Developer under
this Agreement.

14.      WAIVERS

         Neither Franchisor's failure to exercise any power reserved to it by
this Agreement, or to insist upon strict compliance by Developer with any
obligation or condition hereunder, nor the custom or practice of Developer or
Franchisor at variance with the terms of this Agreement, including any practice
or action of Franchisor in its dealings with any other party, shall constitute a
waiver of Franchisor's right to exercise any power or to demand exact compliance
with any of the terms of this Agreement. Franchisor's waiver of any particular
default of Developer shall not affect or impair Franchisor's rights with respect
to any subsequent default of the same, similar, or different nature, nor shall
any delay, forbearance, or omission of Franchisor to exercise any power or right
arising out of any breach or default by Developer affect or impair Franchisor's
rights with respect to such default or Franchisor's right to declare any
subsequent breach or default and to terminate this Agreement prior to the
expiration of its term.

15.      SEVERABILITY AND CONSTRUCTION

         a. Construction. If any of the provisions of this Agreement may be
construed in more than one way, one of which would render the provision illegal
or otherwise voidable or unenforceable, such provision shall have the meaning
which renders it valid and enforceable. The language of all provisions of this
Agreement shall be construed according to its fair meaning and not strictly
against any party. In the event any court or other government authority shall
determine that any provision of this Agreement is not enforceable as written,
the parties agree that the provision shall be amended so that it is enforceable
to the fullest extent permissible under the laws and public policies of the
jurisdiction in which enforcement is sought, and that it affords the parties the
same basic rights and obligations and has the same economic effect. If any
provision in this Agreement is held invalid or otherwise unenforceable by any
court or other government authority or in any arbitration proceeding, such
findings shall not invalidate the remainder of the agreement unless in the
reasonable opinion of Franchisor the effect of such determination has the effect
of frustrating the purpose of this Agreement, whereupon Franchisor shall have
the right, by notice in writing to Developer, to immediately terminate this
Agreement.

         b. No Rights In Third Parties. Except as expressly provided to the
contrary herein, nothing in this Agreement is intended, nor shall be deemed, to
confer upon any person or legal entity other than Developer, Franchisor,

                                       18
<PAGE>

Franchisor's officers, directors, and employees, and such of Developer's and
Franchisor's respective successors and assigns as may be contemplated (and, as
to Developer, permitted) by Section 8 hereof, any rights or remedies under or by
reason of this Agreement.

         c. Captions and Headings. All captions in this Agreement are intended
solely for the convenience of the parties, and none shall be deemed to affect
the meaning or construction of any provision hereof

         d. Survival. All provisions of this Agreement which, by their terms or
intent, are designed to survive the expiration or termination of this Agreement,
shall so survive the expiration and/or termination of this Agreement, including,
without limitation, Sections 8, 10 and 13.

16.      ENTIRE AGREEMENT

         This Agreement, the exhibits hereto, and the documents referred to
herein, constitute the entire agreement between Franchisor and Developer
concerning the subject matter hereof, and supersede all prior agreements,
negotiations, correspondence, understandings and representations between
Franchisor and Developer concerning the same subject matter, no other
representations having induced Developer to execute this Agreement. Except for
those permitted to be made unilaterally by Franchisor hereunder, no amendment,
change, or variance from this Agreement shall be binding on either party unless
mutually agreed to by the parties and executed by their authorized officers or
agents in writing.

17.      APPLICABLE LAW AND DISPUTE RESOLUTION

         a. Applicable Law. This Agreement takes effect upon its acceptance and
execution by Franchisor in Utah, and shall be interpreted and construed under
the laws of the State of Utah. In the event of any conflict of law, the laws of
the State of Utah shall prevail, without regard to, and without giving effect
to, the application of the State of Utah conflict of law rules.

         b. Mediation. Except as otherwise provided in this Agreement, all
controversies, disputes, and claims arising out of or related to (a) this
Agreement (including, but not limited to, any claim that the Agreement or any of
its provisions is invalid, illegal, or otherwise voidable or void and any claim
relating to events before the Agreement was executed), (b) the relationship
between Developer and Franchisor (or Franchisor's Affiliates), or (c)
Developer's development of Franchises under this Agreement shall first be
subject to non-binding mediation. All controversies, disputes, and claims not
resolved by, or not subject to, the mediation process shall be resolved in
accordance with the provisions in Section 17(c) below. The parties acknowledge
and agree that the following terms, conditions and limitations shall apply to
mediation under this Agreement:

         (i) If Developer or Franchisor (or Franchisor's Affiliate) is more than
thirty (30) days past due in any payment to the other, the party to whom payment
is due shall be free to commence or to pursue litigation at any time without
engaging in this mediation process. Mediation shall not be required with respect
to any claim or controversy that involves: (a) actual or threatened disclosure
or misuse of Franchisor's confidential information or trade secrets; (b) the
ownership, validity, or use of the Proprietary Marks; or (c) any action
concerning the enforcement of the covenants set forth in Section 10 of this
Agreement; or (d) Franchisor's entitlement to any remedies available to

                                       19
<PAGE>

Franchisor for the failure or refusal of Franchisee to promptly pay when due any
monies owing to Franchisor, Franchisor's Affiliates, or any lender that is
providing financing to Franchisee based on Franchisee's status as a Franchisee.
Mediation under this Section 17(b) is not intended to alter or suspend the
rights or obligations of the parties under this Agreement or to determine the
validity or effect of any provision of this Agreement, but is intended to
furnish the parties an opportunity to resolve disputes amicably, expeditiously
and in a cost-effective manner on mutually acceptable terms. Additionally,
nothing in this section shall bar the right of either party to seek and obtain
injunctive relief from a court of competent jurisdiction in accordance with
applicable law against threatened conduct that will cause loss or damage,
including, but not limited to, violations of the terms of Sections 10 and 13,
pending completion of the mediation.

         (ii) The non-binding mediation provided for hereunder shall be
commenced by the party requesting mediation (the "complainant"), providing
written notice of the request for mediation (the "request") to the party with
whom mediation is sought (the "respondent"). The request shall specify with
reasonable particularity the matter or matters on which nonbinding mediation is
sought.

         (iii) Non-binding mediation hereunder shall be conducted by one (1)
mediator. If the parties cannot, within thirty (30) days of the date on which
the request was first provided to the respondent, agree in writing upon the
selection of an individual to serve as the mediator, then Franchisor and
Developer shall each select a mediator and those two mediators shall appoint the
mediator to conduct the mediation.

         (iv) Non-binding mediation hereunder shall be concluded within sixty
(60) days of the issuance of the request or such longer period as may be agreed
upon by the parties in writing (the "mediation termination date"). All aspects
of the mediation process shall be treated as confidential, shall not be
disclosed to others, and shall not be offered or admissible in any other
proceeding or legal action whatsoever. Complainant and respondent shall each
bear its own costs of mediation, and each shall bear one-half the cost of the
mediator or mediation service.

         c. Arbitration. During the term of this Agreement, any claim or
controversy arising out of or related to this Agreement (including, but not
limited to, any claim that the Agreement or any of its provisions is invalid,
illegal, or otherwise voidable or void and any claim relating to events before
the Agreement was executed), the relationship between Developer and Franchisor,
(and Franchisor's Affiliates), or Developer's development of Franchises shall be
submitted to binding arbitration pursuant to this Section 17(c). This section
shall not apply, however, if the claim or controversy involves: (a) actual or
threatened disclosure or misuse of Franchisor's confidential information or
trade secrets; (b) the ownership, validity, or use of the Proprietary Marks; (c)
any action concerning the enforcement of the covenants set forth in Section 8 of
this Agreement; or (d) Franchisor's entitlement to any remedies available to
Franchisor for the failure or refusal of Franchisee to promptly pay when due any
monies owing to Franchisor, Franchisor's Affiliates, or any lender that is
providing financing to Franchisee based on Franchisee's status as a Speaking
Roses franchisee. Additionally, nothing in this section shall bar the right of
either party to seek and obtain injunctive relief from a court of competent

                                       20
<PAGE>

jurisdiction in accordance with applicable law against threatened conduct that
will cause loss or damage, including, but not limited to, violations of the
terms of Sections 10 and 13, pending completion of the arbitration. The parties
acknowledge and agree that any arbitration under this Agreement shall be
conducted in accordance with the Commercial Rules of the American Arbitration
Association, which are in effect at the time the demand for arbitration is
served (the "AAA Rules"), and the terms, conditions and limitations set forth
below in this Agreement. In the event of any inconsistency between the AAA Rules
and the terms set forth below, the terms set forth in this Agreement shall
control.

         (i) All arbitration proceedings shall be conducted in Salt Lake City,
Utah. In rendering the award, the arbitrator shall determine the rights and
obligations of the parties according to the substantive and procedural laws of
the State of Utah, as set forth in accordance with Section 17(a) above. The
parties agree that the arbitration shall be conducted by one (1) arbitrator, who
shall be selected in accordance with the AAA Rules.

         (ii) Except as may be provided for to the contrary in the AAA Rules
with respect to the costs of transcriptions of the arbitration hearing, all fees
and expenses of the arbitration shall be borne by the parties equally. Each
party shall bear the expense of its own counsel, experts, witnesses, and
preparation and presentation of proofs; provided, however, that the arbitrator
shall have the authority, in its discretion, at the conclusion of the
proceeding, to award costs and attorneys' fees to the prevailing party.

         (iii) This arbitration provision shall continue in full force and
effect subsequent to and notwithstanding the expiration or termination of this
Agreement.

         d. Additional Terms. The parties further acknowledge and agree as
follows:

         (i) Any legal action brought in any court by either party under this
Agreement, shall be brought only within the State of Utah. The parties waive all
questions of personal jurisdiction and venue for purposes of carrying out this
provision.

         (ii) No right or remedy conferred upon or reserved to Franchisor or
Developer by this Agreement is intended to be, nor shall be deemed, exclusive of
any other right or remedy provided herein or permitted by law or equity, but
each shall be cumulative of every other right or remedy.

         (iii) Franchisor and Developer irrevocably waive trial by jury in any
action, proceeding, or counterclaim, whether at law or in equity, brought by
either of them against the other.

         e. No Waiver of Injunctive Relief. Nothing contained herein shall bar
the right of either party to seek and obtain injunctive relief from a court of
competent jurisdiction in accordance with applicable law against threatened
conduct that will cause loss or damage, including, but not limited to,
violations of the terms of Sections 10 and 13, under the usual equity rules,
including the applicable rules for obtaining restraining order and injunctions.

                                       21
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18.      ACKNOWLEDGMENTS

         a. No Guarantee of Success. Developer acknowledges that it has
conducted an independent investigation of the System and the business venture
contemplated hereunder, recognizes that the System and the business venture
contemplated by this Agreement involve business risks, and that the success of
the Franchisor's sale of Franchises within the Development Area will be largely
dependent upon the ability of Developer. Franchisor expressly disclaims the
making of, and Developer acknowledges that it has not received, any warranty or
guarantee, express or implied, as to the potential volume, profits, or success
of the matters contemplated by this Agreement.

         b. Receipt of Agreement. Developer acknowledges that Developer received
a completed copy of this Agreement, the exhibits hereto and agreements relating
thereto, if any, at least five (5) business days prior to the date on which this
Agreement was executed, and that Franchisor has accorded Developer ample time
and opportunity to consult with advisors of Developer's own choosing about the
potential benefits and risks of entering into this Agreement.

19.      ANTI-TERRORISM LAWS

         Developer and its principals agree to comply with and/or to assist
Franchisor to the fullest extent possible in Franchisor's efforts to comply with
Anti-Terrorism Laws (as defined below). In connection with such compliance,
Developer and its principals certify, represent, and warrant that none of the
property or interests of Developer or its principals is subject to being
"blocked" under any of the Anti-Terrorism Laws and that Developer and its
principals are not otherwise in violation of any of the Anti-Terrorism Laws.

         a. For the purposes of this Section 19, "Anti-Terrorism Laws" means
Executive Order 13224 issued by the President of the United States, the
Terrorism Sanctions Regulations (Title 31, Part 595 of the U.S. Code of Federal
Regulations), the Foreign Terrorist Organizations Sanctions Regulations (Title
31, Part 597 of the U.S. Code of Federal Regulations), the Cuban Assets Control
Regulations (Title 31, Part 515 of the U.S. Code of Federal Regulations), the
USA PATRIOT Act, and all other present and future federal, state and local laws,
ordinances, regulations, policies, lists and any other requirements of any
Governmental Authority (including, without limitation, the United States
Department of Treasury Office of Foreign Assets Control) addressing or in any
way relating to terrorist acts and acts of war.

         b. Developer and its principals certify that none of its employees, or
anyone associated with Developer or its principals is listed in the Annex to
Executive Order 13224, as set forth at
http://www.treasury.gov/offices/enforcement/ ofac/sanctions/terrorism.html.
Developer agrees not to hire any individual listed in the Annex.

         c. Developer certifies that Developer has no knowledge or information
that, if generally known, would result in Developer, its principals, its
employees, or anyone associated with Developer to be listed in the Annex to
Executive Order 13224.

         d. Developer shall be solely responsible for ascertaining what actions
must be taken by Developer to comply with the Anti-Terrorism Laws.

                                       22
<PAGE>

         e. Any misrepresentation by Developer under this Section 19 or any
violation of the Anti-Terrorism Laws by Developer, its principals, or
Developer's employees shall constitute grounds for immediate termination of this
Agreement and any other Agreement Developer has entered into with Franchisor or
an affiliate of Franchisor.

         f. Developer acknowledges that Developer's violation of the terms of
this Section 19 would result in irreparable injury to Franchisor for which no
adequate remedy at law may be available, and Developer accordingly consents to
the issuance of an injunction prohibiting any conduct by Developer in violation
of the terms of this Section 19.





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                                       23
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         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement in duplicate on the day and year first above written.

DEVELOPER:                              FRANCHISOR:

                                        Speaking Roses Development Corporation,
------------------------------------
Print Name                              a Utah corporation

By:                                     By:
          --------------------------             -------------------------------

Name:                                   Name:
          --------------------------             -------------------------------

Title:                                  Title:
         ---------------------------             -------------------------------

                                       24
<PAGE>
                                    EXHIBIT A

                                DEVELOPMENT AREA



The Development Area is: _____________________________________________________

______________________________________________________________________________

_____________________________________________________________________________.




                                       A-1


                                       25
<PAGE>


                                    EXHIBIT B

                                 DEVELOPMENT FEE



The Development Fee is: _________________________________ Dollars ($_______).



                                       B-1




                                       26
<PAGE>


                                    EXHIBIT C

                                REFERRAL SCHEDULE




                                       C-1

                                       27
<PAGE>

                                    EXHIBIT D

                   SCHEDULED MANAGEMENT AND SERVICE FUNCTIONS




                                      D-1