Order Total

Exhibit 10.24

AMENDMENT 3 TO MICROSOFT CORPORATION / WEBTV SHOPPING INSERTION ORDER

This Amendment 3 is made pursuant to that certain Microsoft Corporation / WebTV Shopping Insertion Order and the attached Microsoft Corporation Non-Standard Terms and Conditions dated June 26, 2000 by and between Microsoft Corporation and Proflowers (“Company”) and amended by that certain Amendment to Microsoft Corporation / WebTV Shopping Insertion Order dated September 7, 2001 and Amendment 2 dated August 22, 2002, whereby Microsoft Corporation assigned its rights and obligations thereunder to Microsoft Online, LP (collectively, the “Agreement”), and sets forth the terms pursuant to which Company will participate in the shopping placements in the MSN Shopping Channel (“MSN Shopping”), MSN TV Service Shopping Center as well as other Microsoft Corporation owned or controlled sites (collectively, the “Microsoft Shopping Channels”). Hereinafter Microsoft Corporation and Microsoft Online, LP will be referred to either collectively or individually as “Microsoft.”

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

Account Executive: Seth Dallaire

Email: [*]

If either Microsoft or Company materially 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 [*] in the amount of [*] to Microsoft; or (b) [*], Company shall be obligated to render payment of any amounts of the Total Fees not yet paid. If Company terminates due to an uncured default by Microsoft, Company will be obligated to render payments to Microsoft through the effective date of 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 termination.

Company will provide reports or access to online reports from a third party approved by Microsoft [*] of the Term, and such reports will include the following information, outlined [*]: (a) clicks; and (b) [*]. Company acknowledges that Microsoft is [*] for [*] received by Company. If Microsoft’s [*] Company, the parties will mutually agree upon an alternate length for each tracking session within [*] following such finding by Microsoft.

A. Placements: Company will receive the Featured Sites words and closely related variants set forth in Exhibit 1-A on a non-exclusive basis commencing on the date of first exhibition of Company’s links by Microsoft and continuing through the end of the Term. Company’s site will receive placement in relevant MSN user searches, however, Microsoft cannot guarantee Company’s placement and/or ranking within the “Featured Sites” section of MSN Search. If Company does not receive [*] placement within Featured Sites, Microsoft will notify Company at least [*] prior to the Featured Sites change and provide an alternate solution to capture the lost orders associated with the Featured Sites placement change. Microsoft will deliver ad requests in promotion of the Featured Sites words, however, such ad requests are not guaranteed to Company, and Microsoft’s failure to deliver such ad requests shall not be deemed a breach of this Agreement or entitle Company to any legal remedy. Microsoft reserves the right to update the MSN Search template at any time during the Term.

B. Delivery: During the Term, Microsoft will make reasonable efforts to deliver [*] to Company’s site from search results on any Microsoft site. Microsoft is not obligated to deliver [*] evenly throughout the Term. Failure by Microsoft to deliver a certain number of clicks shall not be deemed a breach of this Agreement or entitle Company to any legal remedy.

C. Featured Sites Cancellation: At any time during the Term, either party may terminate the Featured Sites portion of this Agreement upon thirty (30) days’ prior written notice to the other party. In such event, Microsoft will exercise one of the following options within ten (10) business days following the date of the Featured Sites termination notice in its sole discretion. Microsoft will either: (x) perform the obligations set forth in Section 17.D, and Company will remain obligated to render payment to Microsoft for such placements through the effective date of termination (but shall not owe Microsoft any additional consideration for Microsoft’s obligations set forth in Section 17.D); or (y) Microsoft will reduce the Fee (as such term is defined in Exhibit 1-B) by a rate [*] click delivered by Microsoft through the effective date of termination of the MSN Search Featured Sites placement. The total Featured Sites value baseline is [*]. The total click delivery for the Term is projected at [*]. Following each party’s performance as set forth above, the parties will be relieved of their respective obligations solely with respect to the MSN Search Featured Sites placements. The cancellation rights set forth in this Section 17.C will not pertain to Company’s Microsoft Shopping Channel placements.

D. Alternate placements. If the Featured Sites portion of this Agreement is terminated by Company, Microsoft shall serve ad requests until Company achieves the number of orders (“Lost Orders”) projected to be achieved during the time from the termination to the expiration date (“Lost Order Period”). The number of Lost Orders is quantified based upon the historical ratio of orders to ad requests [*] prior to the termination date (and is currently [*]). Dividing the number of ad requests that should have been delivered over the Lost Order Period by the number of ad requests historically necessary to achieve [*], results in the number of Lost Orders that Microsoft shall serve. For example, if the historical ratio is [*] and [*] ad requests should have been delivered over the Lost Order Period, then Microsoft would have to achieve [*] orders. The obligations of this Section 17.D shall survive termination of the Agreement.

This Amendment 3 and the Exhibits 1-A and 1-B attached hereto, shall be attached to and incorporated into the Agreement, and are subject to all the terms and conditions of the Agreement. Whereby the parties enter into this Amendment 3 and the Exhibits 1-A and 1-B attached hereto, as of the later of the two dates below.

Program Contact: See Account Executive above

EXHIBIT 1-A

⁽¹⁾ The media programming ad requests above are a non-binding estimate; Microsoft makes no warranty regarding the number of media programming ad requests which will be delivered under this Agreement. Notwithstanding the foregoing, Microsoft will report [*] delivered by Microsoft to Company’s site as the result of such placements. Company agrees that Microsoft will count [*] delivered each day Company’s advertisements appear on MSN.com (including the MSN Shopping [*], and the network information pane) for a period of [*].

Microsoft will make reasonable efforts to deliver the total ad requests and [*] from the MSN Shopping, Search and cross-MSN placements set forth above (the “Delivery Goal”), unless otherwise agreed upon by the parties. If Microsoft fails to provide the Delivery Goal by the end of the Term, Company’s [*] until the Delivery Goal is met.

⁽²⁾ [*] dates will be determined by Microsoft in its sole discretion.

The ad requests set forth above are a non-binding estimate, however, Microsoft is obligated to provide the Total Minimum Ad Requests set forth on the first page of this Schedule. Microsoft makes no warranty about [*] ad request totals, a particular cost per acquisition or a certain return on investment metric which may be delivered to Company hereunder.

Microsoft will provide placement to Company in the placements set forth above, or in like placement (in terms of size and placement), as such like placements are determined by Microsoft in its reasonable discretion.

MSN SEARCH FEATURED SITE WORDS

MSN SEARCH [*] WORDS

EXHIBIT 1-B

TOTAL FEES

The Total Fees shall be comprised of the following elements: