Exhibit 10.2
                       SPEAKING ROSES INTERNATIONAL, INC.

                                 EQUIPMENT LEASE
                                       AND
                                LICENSE AGREEMENT


     This Equipment Lease and License  Agreement (the "Agreement") is made as of
October _______,  2004, between Speaking Roses  International,  Inc.  ("Speaking
Roses"), and Dole Fresh Flowers, Inc., and its subsidiaries1 (collectively "Dole
Fresh Flowers"), as follows:

     1.  Lease of machines

         (a)  Speaking  Roses  will  lease  to Dole  Fresh  Flowers  one or more
              machines  capable of embossing  messages or images on flowers (the
              "Machines").

         (b)  Dole Fresh  Flowers  will use the  Machines to emboss  messages or
              images on flowers to be sold or distributed by Dole Fresh Flowers.

         (c)  For the  lease  of each  Machine,  Dole  Fresh  Flowers  will  pay
              Speaking  Roses   US$[confidential   treatment  applied  for]  per
              lease-year as rent,  payable at the start of each  lease-year.  (A
              "lease-year" for any Machine means the one-year period starting on
              the date when Speaking Roses installs it at the location specified
              by Dole Fresh Flowers.) Rent once paid is nonrefundable.

         (d)  Dole Fresh Flowers will exercise reasonable care in its possession
              and use of the  Machines;  but  Speaking  Roses will  provide  any
              maintenance needed to keep the Machines working properly, and will
              promptly  repair or replace any  Machines or parts of Machines not
              working  properly.  Regular  daily  supplies,  such as ink,  print
              plates, etc., will be the responsibility of Dole Fresh Flowers.

         (e)  Dole Fresh  Flowers will use as  operators  of the  Machines  only
              personnel  who are trained to operate  them.  Speaking  Roses will
              provide the  initial  training of such  personnel,  together  with
              operating manuals for each Machine.  Any additional  training will
              be  provided  at a cost to Dole  Fresh  Flowers  to be  agreed  on
              between Speaking Roses and Dole Fresh Flowers.

         (f)  Speaking  Roses may  terminate  the lease for any or all  Machines
              under this Agreement at any time on 180 days' prior written notice
              to Dole Fresh Flowers.  Dole Fresh Flowers may terminate the lease
              for any or all  Machines  under this  Agreement  at any time on 30
              days' prior written notice to Speaking Roses.  Upon termination of
              the lease for any Machine  under this  Agreement,  Speaking  Roses
              will remove the Machine  promptly  from the  location  where it is
              kept by Dole Fresh Flowers.

     2.  License

         (a)  For as long as a Machine remains under lease to Dole Fresh Flowers
              under this Agreement,  and for no longer, Speaking Roses grants to
              Dole  Fresh  Flowers a  nonexclusive,  nontransferable,  worldwide
              license of the Intellectual  Property  (defined below) to produce,
              sell and distribute  flowers  embossed by the leased Machine;  the
              license  ending as soon as the leased  Machine is not longer under
------------------------
(1) In this  Agreement,  a "subsidiary"  of Dole Fresh Flowers means any company
directly or indirectly controlled by Dole Fresh Flowers; and "control" means the
power of one company to direct the policies and  managgment  of another  whether
through the ownership of stock, by contract or otherwise.
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                       SPEAKING ROSES INTERNATIONAL, INC.

              lease to Dole Fresh  Flowers under this  Agreement.  No license of
              the  Intellectual  Property is granted,  and no license  should be
              implied,  with  respect to  activities  outside  the scope of this
              Agreement.  The license of the Intellectual  Property is a license
              grant only, and does not include the transfer of any  Intellectual
              Property.   Dole  Fresh  Flowers  will  have  no  property  right,
              ownership  or interest  whatsoever  in any  Intellectual  Property
              other than pursuant to the license granted in this Agreement.

         (b)  For the license granted in Section 2(a) above,  Dole Fresh Flowers
              will pay Speaking  Roses a royalty of  US$[confidential  treatment
              applied  for] per  embossed  flower sold by Dole Fresh  Flowers in
              mixed  bouquets,  and  a  royalty  of  US$[confidential  treatment
              applied for] per embossed  flower when sold by Dole Fresh  Flowers
              as single  stems or in rose  bouquets (a rose bouquet is a bouquet
              that includes  roses with  gypsophila  and/or  greens only).  Dole
              Fresh Flowers will pay the royalties due for each calendar quarter
              within 30 days after the end of the quarter, and will furnish with
              each payment of royalties a report  showing the number of embossed
              flowers and bouquets  sold in each country  during the quarter and
              the  calculation  of the royalties  paid.  Speaking  Roses has the
              right, for one year after any payment or payments of royalties, to
              audit or review  the  relevant  books and  records  of Dole  Fresh
              Flowers,  to  verify  the  royalties  due  Speaking  Roses for the
              quarter or quarters  for which the  payments  were made.  Speaking
              Roses will bear the costs of such audit or review,  except that if
              the audit or review  correctly  shows that the payment or payments
              total  less than 95% of what was  actually  due,  then Dole  Fresh
              Flowers  will pay the  costs of the audit or review as well as the
              deficiency  in  royalties.  If there is any dispute  over any such
              audit or review,  and Speaking Roses and Dole Fresh Flowers do not
              resolve it, they will pursue  resolution  through mediation with a
              mutually acceptable mediator.

         (c)  In this Agreement, "Intellectual Property" means proprietary data,
              information, "know-how," "show-how," trade secrets, inventions and
              technology,  whether  patentable  or not,  owned or  controlled by
              Speaking Roses and directed or relating to the embossing  process,
              and to all processes,  formulations and/or methods related to that
              process,  including,  without limitation,  the rights described in
              any and all  pending  patent  applications  anywhere in the world,
              owned or controlled by Speaking  Roses,  relating to the embossing
              process, or to any method of manufacture,  creation or use of that
              process,  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, or the
              equivalent  of  any  of  the  foregoing  under  the  laws  of  the
              respective country in which Dole Fresh Flowers uses a Machine,  or
              sells or distributes flowers embossed by a Machine.

         (d)  Speaking Roses  represents and warrants to Dole Fresh Flowers that
              the Intellectual Property:

              (i) Is owned by Speaking  Roses or, to the extent it  incorporates
                  technology that is not owned by Speaking Roses, Speaking Roses
                  has all necessary rights to perform its obligations under this
                  Agreement,  and no third party consent or approval is required
                  for  Speaking  Roses  to  enter  into  this  Agreement  and to
                  complete all transactions contemplated by it;

              (ii)Is  original  technology  and the  subject  of valid,  legally
                  enforceable and non-infringing  patents (or patent filings) in
                  the United States; and

              (iii) Does  not and  will  not,  if used as  contemplated  by this
                  Agreement,   infringe  any  third  party's   patent  or  other
                  intellectual property or commercial rights.

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                       SPEAKING ROSES INTERNATIONAL, INC.

         (e)  Speaking Roses also  represents and warrants to Dole Fresh Flowers
              that there are no claims, actions, suits or proceedings commenced,
              pending or threatened against Speaking Roses that will or might in
              any way  affect or relate to the rights  and  benefits  granted to
              Dole Fresh  Flowers under this  Agreement,  and to the best of its
              knowledge,  Speaking Roses is not aware of any grounds existing on
              the date of this Agreement on which any claims,  actions, suits or
              proceedings might be commenced against Speaking Roses with respect
              to Intellectual Property.

         (f)  Speaking  Roses will  defend  Dole Fresh  Flowers,  Inc.,  and its
              subsidiaries,   and  their  stockholders,   directors,   officers,
              employees and agents against,  and indemnify them for, any and all
              liabilities, damages, claims, suits, judgments, penalties, amounts
              paid in  settlement,  interest,  deficiencies,  costs and  expense
              (including reasonable counsel fees and disbursements), directly or
              indirectly  incurred,  as a  result  of a  breach  of  any  of the
              representations or warranties of Speaking Roses in this Agreement.

         (g)  Regardless of anything to the contrary in this Agreement,  NEITHER
              PARTY TO THIS  AGREEMENT WILL BE LIABLE TO THE OTHER FOR INDIRECT,
              INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES,
              INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF ACTION OR THEORY
              OF RECOVERY;  but the  limitation  on liability  set forth in this
              Section  2(g) does not apply to any  obligation  or  liability  of
              Speaking Roses under Section 2(f) above.

     3.  Patents and claims

         (a)  For as long as the license under this Agreement is in force (i.e.,
              for as long as any  Machine  remains  under  lease  to Dole  Fresh
              Flowers  under  this  Agreement),  Dole  Fresh  Flowers  will  not
              directly or indirectly:

              (i) Make,  use or sell any  flowers  that have  messages or images
                  embossed on them (other than by use of the Machines); or

              (ii)Have  control of any  person,  firm,  corporation  or business
                  that  engages in the  manufacture,  use or sale of any flowers
                  that have  messages or images  embossed on them (other than by
                  use of the Machines).

              (b) As used in Sections 3(a)(i) and 3(a)(ii) above, "flowers" does
                  not  include  any  item,  or part of an item,  sold for  human
                  consumption.


     4.  Notices

         Notice  under this  Agreement  is given when faxed as  follows:  (i) to
         Speaking Roses at fax no.  _______________ in the United States or such
         other fax number as Speaking Roses specifies by written notice faxed to
         Dole  Fresh  Flowers;  and  (ii)  to  Dole  Fresh  Flowers  at  fax  no
         305-925-7811  in the United States or such other fax number as Speaking
         Roses specifies by written notice faxed to Dole Fresh Flowers.

     5.  Governing law

         This Agreement is governed by Utah law, without regard to its choice of
law provisions.
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                       SPEAKING ROSES INTERNATIONAL, INC.

     6. Whole agreement; modifications

        This Agreement contains the parties' whole greement;  it can be modified
only by a writing signed by both parties.


Speaking Roses International, Inc.           Dole Fresh Flowers, Inc.
                                             On behalf of itself
                                               and its subsidiaries

By:  /s/ Blaine Harris                       By: /s/ John Amaya
     ---------------------------------           -------------------------------
     Blaine Harris, President                    John Amaya
     Chief Executive Officer                     Vice President and CFO


Date: _________________, 2004                Date: ______________, 2004



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