1 Exhibit 10(b) REAL PROPERTY LEASE THIS REAL PROPERTY LEASE ("Lease") is made and entered into as of the last date of execution by the parties hereto, by and between VERNE W. ANDERSON and MARIELLA ANDERSON LIVING TRUST (together "Landlord"), and...Florafax International Inc • November 26th, 1997 • Services-business services, nec
LEASE AGREEMENTLease Agreement • December 12th, 1995 • Florafax International Inc • Services-business services, nec
AMENDMENT AGREEMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT AGREEMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment Agreement") is made and entered into as of this 6th day of November, 2000, by and among GERALD...Credit Agreement • November 8th, 2000 • Gerald Stevens Inc/ • Services-business services, nec • Florida
1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this 11th day of May, 1999 by and among CALYX & COROLLA, INC., a California corporation (the "Company"), GERALD STEVENS, INC., a...Agreement and Plan of Merger • August 16th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • California
GERALD STEVENS, INC. CALCOR ACQUISITION 301 East Las Olas Blvd., Suite 300 Ft. Lauderdale, Florida 33301Letter Agreement • August 16th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • California
BACKGROUNDNon-Qualified Stock Option Agreement • August 30th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • Delaware
Exhibit 4.1 ------------------------------------------------------------------- ------------- AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 29th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • Florida
ASSET PURCHASE AGREEMENT by and between GERALD STEVENS, INC. ("GSI"), GS CALL CENTER CO., FLOWER CLUB INTERNATIONAL, INC., FLORAFAX FINANCIAL SERVICES CORP., AND WORLDWIDE FLORAL & GIFTS, INC. ("Sellers")Asset Purchase Agreement • February 21st, 2001 • Gerald Stevens Inc/ • Services-business services, nec • Florida
RECITALSEscrow Agreement • June 10th, 1998 • Florafax International Inc • Services-business services, nec
EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of June 1, 1999, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and Albert J. Detz ("Executive"). In consideration of the mutual covenants contained...Employment Agreement • June 29th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • Florida
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of July 31, 2000, between Gerald Stevens, Inc., a Florida corporation (the "Company"), and Gregory J. Royer ("Executive"). In consideration of the mutual covenants contained herein and...Employment Agreement • November 29th, 2000 • Gerald Stevens Inc/ • Services-business services, nec • Florida
BILL OF SALE, ASSIGNMENT AND ASSUMPTIONAssignment Agreement • June 10th, 1998 • Florafax International Inc • Services-business services, nec • Florida
RECITALSEscrow Agreement • June 10th, 1998 • Florafax International Inc • Services-business services, nec • Florida
EXECUTION COPYNoncompetition Agreement • November 24th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • Florida
FIFTH ADDENDUMFlorafax International Inc • December 12th, 1995 • Services-business services, nec
Form of PURCHASE AGREEMENTGerald Stevens Inc/ • June 29th, 1999 • Services-business services, nec • New York
1 EXHIBIT 10.1 VOTING AGREEMENT AND PROXY This VOTING AGREEMENT, dated as of December 8, 1998 (this "Agreement"), by and between the parties listed on Appendix A hereto (collectively, the "Stockholders") and GERALD STEVENS, INC., a Delaware...Voting Agreement • April 12th, 1999 • Florafax International Inc • Services-business services, nec • Delaware
1 Exhibit 10.1 ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into to be effective as of the 1st day of May, 1998, by and between MARKETING PROJECTS, INC., a California corporation ("MPI" or...Asset Purchase and Sale Agreement • June 10th, 1998 • Florafax International Inc • Services-business services, nec
EXECUTION COPY EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of July 30, 1999, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and Ruth Owades ("Executive"). In consideration of the mutual covenants contained...Execution Copy • November 24th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • California
EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of October 23, 2000, between Gerald Stevens, Inc., a Florida corporation (the "Company"), and Wayne Moor ("Executive"). In consideration of the mutual covenants contained herein and...Employment Agreement • November 29th, 2000 • Gerald Stevens Inc/ • Services-business services, nec • Florida
1 Exhibit 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of October 1, 1998, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and Gerald R. Geddis ("Executive"). In consideration of the mutual covenants...Employment Agreement • June 29th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • Florida
1 Exhibit 10.A SECOND AMENDMENT TO PURCHASE CONTRACT This Second Amendment to Purchase Contract (the "Amendment") is entered into between ALVIN WUNDERLICH, JR., Trustee of Testamentary Trust Share No. 1 as set forth in item Four under the Last Will...Purchase Contract • April 10th, 1998 • Florafax International Inc • Services-business services, nec
Gerald Stevens, Inc. Non-Plan Option Agreement Name of Optionee: Robert L. Johnson Date of Grant: October 15, 1999 Number of Option Shares: 2,500 Exercise Price per Share: $10.4375 This Option is granted on the above date (the "Date of Grant") by...Gerald Stevens Inc/ • January 14th, 2000 • Services-business services, nec
GERALD STEVENS June 30, 1999Gerald Stevens Inc/ • August 16th, 1999 • Services-business services, nec
CONFIDENTIALITY AND NONCOMPETE AGREEMENT THIS AGREEMENT is made as of September 13, 2000, between Gerald Stevens, Inc., a Florida corporation (the "Company"), and Thomas W. Hawkins ("Employee"). The Company and Employee desire to enter into an...Confidentiality and Noncompete Agreement • November 29th, 2000 • Gerald Stevens Inc/ • Services-business services, nec • Florida
1 EXHIBIT 10.4 FORM OF EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of , 1998, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and ("Executive"). In consideration of the mutual covenants contained herein and...Employment Agreement This Agreement • April 12th, 1999 • Florafax International Inc • Services-business services, nec • Florida
ARTICLE IVoting Agreement and Proxy • December 11th, 1998 • Florafax International Inc • Services-business services, nec • Delaware
ARTICLE ISecurity Agreement • February 8th, 1996 • Florafax International Inc • Services-business services, nec • Delaware
EXECUTION COPY EMPLOYMENT AGREEMENT THIS AGREEMENT (this "Agreement") is made as of September 27, 1999, between Gerald Stevens, Inc., a Delaware corporation (the "Company"), and Eleanor Callison ("Executive"). In consideration of the mutual covenants...Execution Copy • November 24th, 1999 • Gerald Stevens Inc/ • Services-business services, nec • Florida
NONCOMPETITION AND NONDISCLOSURE AGREEMENTNoncompetition and Nondisclosure Agreement • June 10th, 1998 • Florafax International Inc • Services-business services, nec • Florida
1 EXHIBIT 23.8 April 7, 1999 Florafax International, Inc. 8075 20th Street Vero Beach, Florida 32966 Gentlemen: I hereby agree to become a director of Florafax International, Inc. (the "Company") upon completion of the Company's acquisition of Gerald...Florafax International Inc • April 12th, 1999 • Services-business services, nec
1 Exhibit 10.D SECURITY AGREEMENTSecurity Agreement • April 10th, 1998 • Florafax International Inc • Services-business services, nec
1 EXHIBIT 99.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 11th, 1998 • Florafax International Inc • Services-business services, nec • Delaware
1 Exhibit 10.C LOAN AGREEMENT FIRST UNION NATIONAL BANK ("Bank") 214 NORTH HOGAN STREET, FL0070 JACKSONVILLE, FLORIDA 32202 (Hereinafter referred to as the "Bank") FLORAFAX INTERNATIONAL, INC. 8075 20TH ST VERO BEACH, FL 32966 (Individually and...Loan Agreement • April 10th, 1998 • Florafax International Inc • Services-business services, nec
RECITALS --------Participation Agreement • November 8th, 2000 • Gerald Stevens Inc/ • Services-business services, nec • Florida
