SECUREDPROMISSORY NOTE

1.             Security Interest.  In consideration of the Loan evidenced by the Secured Promissory Note, Pledgor hereby pledges, transfers and assigns to Secured Party and grants to Secured Party a security interest (“Security Interest”) in the Pledged Shares.  As used herein, “Pledged Shares” shall mean 8,334 shares of FTD.COM INC. Common Stock par value $.01 now owned by Pledgor.  The pledged Shares constitute “Collateral” for the Loan.

2.                    Indebtedness Secured.  The Security Interest secures payment of all indebtedness of Pledgor to Secured Party when due under the Secured Promissory Note and all payment, indemnity and reimbursement obligations of Pledgor to Secured Party under the Secured Promissory Note and the Pledge Agreement (collectively, “Indebtedness”), whether now or existing or hereafter incurred, and whether such Indebtedness is from time to time reduced.

3.                    Representations and Warranties of Pledgor.  Pledgor represents and warrants and, so long as this Pledge Agreement is in effect, shall be deemed continuously to represent and warrant that; (a) Pledgor is the owner of the Collateral free of all security interests, claims and encumbrances other than the Security Interest; (b) this Pledge Agreement is the valid binding obligation of Pledgor, enforceable against pledgor in accordance with its terms; and (c) the primary residence of the Pledgor is the address listed above, and the Pledgor keeps all of his or her records concerning the pledged Shares only at that address.

4.                    Covenants of Pledgor.  So long as this Pledge Agreement is in effect, Pledgor; (a) will defend the Collateral against the claims and demands on all other parties; will keep the Collateral free from all security interests, claims and encumbrances other than the Security Interest; and will not sell, transfer, assign, deliver or otherwise dispose of any Collateral without the prior written consent of Secured Party; (b) will notify Secured Party promptly in writing of any change in Pledgor’s address specified above; (c) will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things relating to the Collateral and the Security Interest as Secured Party may request; and (d) will, pay all taxes, assessments and other charges that may be imposed against the Collateral.

5.                    Registered holder of Collateral.  Pledgor authorizes Secured Party to transfer the Collateral or any part thereof into its own name or that of its nominee so that Secured Party or its nominee may appear on record as the sole owners thereof; provided that at any time after such transfer and so long as no Event of Default (as defined below) has occurred, Secured Party shall deliver promptly to Pledgor all notices, statements or other communications received by it or its nominee as such registered owner, and upon demand and receipt of payment of necessary expenses thereof, shall give to Pledgor or its designee a proxy or proxies to vote and take all action with respect to such securities.  Pledgor waives all rights to be advised of or to receive any notices, statements or communications received by secured Party or its nominee as such record owner after the occurrence of any Event of Default, and agrees that no proxy or proxies given by Secured Party to Pledgor or its designees as aforesaid shall thereafter be effective.

6.                    Events of Default.

7.                    Application of Funds.  From and after the occurrence of an Event of Default, payments received under or in respect of the Pledged Shares and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or part of the Pledged Shares shall be applied by the Secured Party as follows: (i) first, to the payment of all costs and expenses incurred by the Secured Party in connection with this Agreement and any of the Indebtedness; (ii) second, to the payment in full of the Indebtedness, and (iii) third, to the Pledgor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.  The Secured Party shall have absolute discretion as to the time of application or any such proceeds, monies or balances in accordance with this Agreement.

8.                    Waiver.  Pledgor unconditionally waives, to the full extent permitted by law:

(i) any defense, set-off or counterclaim which the Pledgor may otherwise assert against the Secured Party; (ii) presentment, protest, demand for payment, promptness, diligence, notice of protest, notice of any other action at any time taken or omitted by the Secured Party and, generally, all demands and notices of every kind in connection with the Indebtedness; (iii) any requirement to exhaust any rights or remedies or to mitigate the damages resulting from any default under the Note or any other document or any requirement to protect, secure, perfect or insure any lien or any property subject to the lien or take any other action against any person or any collateral or other property; (iv) all claims that the sale price or any collateral was inadequate or unreasonable for any reason and all other claims to damages and demands of any nature against the Secured Party; (v) all equities and rights of appraisal, stay and redemption (whether now or hereafter existing), in each case arising out of the Secured Party enforcing any of its rights and remedies under the Note; and (vi) any exoneration or release from the Indebtedness resulting from any loss by the Pledgor of its rights, if any, of subrogation or contribution.

9.                    Secured Party’s Fees and Expenses: Indemnification.