MICROSOFTCORPORATION/WEBTV SHOPPING INSERTION ORDER

Exhibit 10.22

AMENDMENT TO

MICROSOFT CORPORATION/WEBTV SHOPPING INSERTION ORDER

This Amendment is made pursuant to that certain Microsoft Corporation/WebTV Shopping Insertion Order and the attached Microsoft Corporation Non-Standard Terms and Conditions (the “Agreement”) dated June 26, 2000 by and between Microsoft Corporation (“Microsoft”) and Proflowers (“Company”) and confirms the terms pursuant to which Company will participate in the MSN Shopping Channel (“eShop”) and WebTV Service Shopping Center (“WebTV”).

Microsoft and Company hereby agree to modify the Agreement as follows, effective immediately:

Account Executive:

Email:

Order Summary (see Exhibit 1-A attached):

4. A. Microsoft will invoice Company on a [*] basis for all amounts owing to Microsoft under this Agreement. Company will pay each Microsoft invoice pursuant to this paragraph within [*] after the date of such invoice, in readily available funds. All amounts are invoiced and payable in United States dollar currency. In addition to all other available rights and remedies, Microsoft may cancel and remove any advertisement which is not paid for on a timely basis.

4. B. The fees, advances and other amounts, if any, owing to Microsoft pursuant to this Agreement do not include taxes or other governmental fees. Company will pay all taxes and other governmental fees arising out of or related to all transactions undertaken pursuant to this Agreement, other than taxes on Microsoft income and revenue, and will provide Microsoft with appropriate evidence of such payment upon request.

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Microsoft will maintain during the Term and for at least twelve (12) months thereafter all of its regular books of account relating to its obligations hereunder. If Company believes in good faith Microsoft has materially breached its obligations herein or that Microsoft has charged Company in excess of amounts actually owing pursuant to Section 4, Company will have the right at Company’s sole expense to audit such books of account, subject to the following: (a) Company will provide Microsoft with at least thirty (30) days’ prior written notice of such audits; (b) audits may occur only during Microsoft’s regular business hours, and at the location where such books of account are maintained by Microsoft or such other location reasonably specified by Microsoft; (c) Company will cooperate with Microsoft in good faith to avoid and limit any disruption of such audits to Microsoft’s business and operations; (d) such audit will be conducted by an independent accounting firm, acceptable to Microsoft, compensated in a manner that is not affected by the outcome of the audit (e.g., no contingency fees); (e) the auditors provide Microsoft with all results and other communications Company related to the audit promptly after communicating the same to Company; (f) audits may not occur more than once in any twelve (12) month period, and must be limited to the twelve (12) months immediately proceeding the date on which such audit will occur; (g) the auditors will provide their final conclusions of the audit to Company and Microsoft simultaneously and within thirty (30) days after the last day of the audit. No audit may occur more than twelve (12) months after the last day of this Agreement. Any information disclosed to or otherwise learned by Company or its auditors in connection with an audit conducted pursuant to this paragraph constitutes Confidential Information of Microsoft and is subject to the limitations on use set forth in the NDA. If an audit reveals that Microsoft has over-charged Company by [*] or more of the amounts due for any audited period of time, Microsoft will refund such fees to Company within [*] following conclusion of the audit, and will pay Company all reasonable costs and expenses incurred by Company in conducting such audit. If the audit reveals that Microsoft has charged Company in excess of amounts actually owing and Company has tendered such amounts, Microsoft shall reimburse Company for any such overpayments.

If either Microsoft or Company defaults under this Agreement, the non-defaulting party will notify the other in writing. If the failure is not cured within ten (10) business days after written notice is received by the notified party, the non-defaulting party may terminate this Agreement immediately with no further obligation to the notified party. Upon expiration of this Agreement, or if Microsoft terminates this Agreement due to Company’s willful and/or intentional breach (including, but not limited to, Company’s failure to pay Microsoft), Company will immediately pay any amounts of the Total Fees not yet paid. If Microsoft terminates this Agreement due to an unintentional breach by Company: (a) prior to [*], Company shall be obligated to render payment of unpaid fees, which shall not exceed seventy-five percent [*] due to Microsoft; or (b) after [*], Company shall be obligated to render payment of any amounts of the Total Fees not yet paid. For example, if Company unintentionally breached this Agreement on [*] and Microsoft has not provided [*] clicks to Company’s site, Company will owe Microsoft [*], less any fees already rendered to Microsoft. Conversely, if Company unintentionally breached this Agreement on [*] Microsoft has delivered [*] clicks to Company’s site, Company will owe Microsoft [*], plus any click [*] due under Section B(ii) of Exhibit 1-B, less any fees already rendered to Microsoft. If Company terminates due to an uncured default by Microsoft, Company will be obligated to render payments to Microsoft through the effective date of the termination. If Microsoft terminates due to an uncured default by Company, Microsoft will be obligated to serve Company’s advertisements through the effective date of the termination.

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If Company participates in a seasonal or other Microsoft promotion during the Term, Company shall develop, implement and maintain the technology required to track usage of the Company site by users linking to the Company site from eShop, WebTV and/or any other Microsoft site, and will provide Microsoft with reports detailing the qualifying transaction activity, including but not limited to, the total number of qualifying transactions per customer check-out, and the URL for the corresponding order confirmation page on Company’s site. Company agrees to keep all usual and accurate records necessary to verify such promotion reporting under this section.

“the Company Site is controlled and operated by Company and/or its independent contractors and will be functional and accessible at least [*] of the time (other than during periods of routine maintenance, which will be scheduled during periods of low usage)”

“will be functional and accessible at least [*] of the time (other than during periods of routine maintenance, which will be scheduled during periods of low usage)”

The parties agree that the second to last sentence of Section 9 of the Agreement shall be deemed deleted, and the following shall be deemed inserted therein:

In determining whether any materials on the Company’s site, or whether any Company content would have a deleterious effect on the MSN Shopping Channel or WebTV users’ experience, such as the presence of a worm or virus, Microsoft shall use standards consistent with those Microsoft uses to determine quality standards for its other featured partners.

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The parties agree to indemnify, defend, and hold each other harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees) and damages arising out of any claim made by a third party that, if true, would be a breach by Company of Sections 11.D., 11.E. and/or 11.F; or (b) a breach by either party of any representation or warranty set forth in this Agreement.

EXCEPT TO THE EXTENT PURSUANT TO SECTION 12 OR A BREACH OF SECTION 14, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE, INCURRED BY THE OTHER PARTY ARISING OUT OF THIS

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AGREEMENT (PROVIDED THAT THIS LIMITATION SHALL NOT LIMIT EITHER PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY FOR THIRD PARTY CLAIMS WHICH INCLUDE SUCH DAMAGES), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR AN AMOUNT [*] FROM COMPANY FOR THE ADVERTISEMENT(S) AT ISSUE. As a matter of clarity, Microsoft’s affiliate, WebTV networks, Inc. shall have no liability whatsoever to Company.

Neither this Agreement nor any rights, interests or obligations hereunder shall be assigned in whole or in part by a party (whether by operation of law or otherwise) without the prior written consent of the other party (which consent shall not unreasonably be conditioned or withheld); provided that no consent shall be required in the event of a merger, sale of substantially all of the stock or assets or other corporate reorganization of a party in which more than fifty percent (50%) of the voting securities of such party is transferred, as long as the successor agrees in writing to be bound by the terms of this Agreement.

This Schedule shall be attached to and incorporated into the Agreement, and is subject to all the terms and conditions of the Agreement. Whereby the parties enter into this Schedule as of the later of the two dates below.

Program Contact: See Account Executive above

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EXHIBIT 1-A

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eShop network merchandising (including mini-eShop, inline and incontext) ad requests are estimates for each site. The actual ad request deliveries per MSN channel may differ from estimates, however, the total number of ad requests are guaranteed.

Failure by Microsoft to meet [*] ad request guarantees, a particular cost per acquisition and/or a certain return on investment metric shall not be deemed a breach of this Schedule or entitle Company to any legal remedy.

Microsoft will make reasonable efforts to deliver ad requests and click transfers from the distribution areas above in substantially the same percentages as projected (i.e., [*]), unless otherwise agreed upon by the parties.

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EXHIBIT 1-B

TOTAL FEES

The Total Fees shall be comprised of the following elements:

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EXHIBIT 1-C

GuideLines for use of “on MSN” Logo

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