AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

Exhibit 10.9

AMENDMENT NUMBER THREE TO THE

AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Amendment Number Three (“Amendment”) to the Amended and Restated Stockholders’ Agreement dated as of December 17, 1999, as amended March 31, 2000 and August 11, 2000 (collectively, the “Agreement”) is made as of June 25, 2001 by and among ProFlowers, Inc., a Delaware corporation (the “Company”), certain of the individuals and entities listed on Schedule A (the “Existing Stockholders”) and Lauren Polis (the “New Stockholder”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.

RECITALS

A. The Company has issued shares (the “Shares”) of the Company’s Common Stock to JPS International, LLC (“JPS”), which Shares are subject to certain rights and restrictions pursuant to the terms of the Agreement.

B. JPS desires to transfer 1,000 of its Shares to the New Stockholder, and in connection therewith, the Company and the Existing Stockholders desire to add the New Stockholder as a party to the Agreement and to amend certain provisions of the Agreement with respect to future transfers.

C. Section 11.8 of the Agreement provides that any term of the Agreement may be amended with the written consent of (a) the Company, (b) the holders of fifty-one percent (51%) of the Capital Holdings of all Existing Stockholders who were stockholders of the Company prior to December 17, 1999, (c) the holders of fifty-one percent (51%) of the Capital Holdings of all Existing Stockholders who were stockholders of Flower Farm Direct, Inc., a Florida corporation, immediately prior December 17, 1999 and (d) the holders of a majority of the Company’s Series B Preferred Stock.

In consideration of the foregoing and the promises and covenants contained herein and other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. ADDITIONAL PARTIES TO THE AGREEMENT.

The New Stockholder shall be deemed to have entered into and become a party to the Agreement and shall be deemed a “Stockholder” for all purposes under the Agreement.

2. AMENDMENT TO AGREEMENT.

Subsection (d) under the definition of the terms “Transfer” or “Transferred” in Section 1 of the Agreement shall be amended and restated in its entirety to read as follows:

“‘Transfer’ and ‘Transferred’ shall mean and include any sale, assignment or other transfer except for:

. . .

(d) any transfers of Equity by gift or for no consideration during a Stockholder’s lifetime or on a Stockholder’s death by will or intestacy, provided that the Company gives its consent prior to such transfer and each transferee or other recipient executes a counterpart copy of this Agreement and becomes bound thereby as a Stockholder;”

3. EFFECT OF AMENDMENT.

Except as amended and set forth above, the Agreement shall continue in full force and effect.

4. COUNTERPARTS.

This Amendment may be executed in any number of counterparts, each which will be deemed an original, and all of which together shall constitute one instrument.

5. SEVERABILITY.

If one or more provisions of this Amendment are held to be unenforceable under applicable law, such provision shall be excluded from this Amendment and the balance of the Amendment shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6. ENTIRE AGREEMENT.

This Amendment, together with the Agreement, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6. GOVERNING LAW.

This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

[SIGNATURE PAGE TO AMENDMENT NUMBER THREE

TO THE STOCKHOLDERS’ AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

[SIGNATURE PAGE TO AMENDMENT NUMBER THREE

TO THE STOCKHOLDERS’ AGREEMENT]

[SIGNATURE PAGE TO AMENDMENT NUMBER THREE

TO THE STOCKHOLDERS’ AGREEMENT]

[SIGNATURE PAGE TO AMENDMENT NUMBER THREE

TO THE STOCKHOLDERS’ AGREEMENT]

Schedule A

EXISTING STOCKHOLDERS

A-1