NON-COMPETE AND NON-DISCLOSURE AGREEMENT

Franchise Info -  Intro -  Beginning - Letter from President - Non-Compete - Application

During our discussions with you pertaining to the opportunity that we are offering, we will be disclosing to you very confidential information as well as our Trade Secrets. In order to protect our company, as well as other Franchises, we ask that you agree to and sign this Agreement.

AGREEMENT

THIS NON-COMPETE AND NON-DISCLOSURE AGREEMENT, dated as of the_______ day of _________, 2004 (the "Agreement"), is entered into by "All FlowersÒ" and ____________________________________, individually, a "Shareholder" and collectively, the "Shareholders").

RECITALS

 1.      Covenant Not to Compete. During the five (5) year period ("Restricted Period") commencing on the date hereof, I/We agree that he shall not, for his or its own account, directly or indirectly, as a partner, a joint venturer, a shareholder of a corporation:

(a)    enter into or engage in any capacity in any business specializing in Floral Services;

(b)   solicit or attempt to solicit any party who is or was a customer, supplier or independent contractor for All FlowersÒ on the date hereof or at any time during the three year period immediately prior to the date hereof; or

(c) solicit any party who is or was an employee of All FlowersÒ on the date hereof or at any time during the five-year period immediately prior to the date hereof to seek employment.

2. Non-Disclosure Covenant.

 a.       Definition. As used herein, the term "Proprietary Information" refers to any and all information, whether or not in tangible form, of a confidential, proprietary or secret nature owned by All FlowersÒ as of the date hereof and which is applicable to, or related in any way to, the Franchised Business as of the date hereof. Proprietary Information includes, without limitation, financial or economic data, sales and marketing plans and methods, and purchasing and inventory control methods. Without limiting the generality of the foregoing,

b.  Agreement to Maintain Confidentiality of Information. I/We acknowledge that the Proprietary Information is a special, valuable and unique asset. I/We therefore agree commencing on the date hereof to keep in confidence and trust all Proprietary Information. I/We agree that he or it will not directly or indirectly use the Proprietary Information nor directly or indirectly disclose any Proprietary Information to any person or entity.

 c.  Trade Secrets. In addition to the requirements set forth in the Paragraphs hereof, I/We agree that until Proprietary Information which constitutes a Trade Secret, I/We will not, directly or indirectly, use or disclose to any person or entity any of such Proprietary Information constituting a Trade Secret. As used herein, the term "Trade Secret" means information including, but not limited to, technical or non-technical data, compilations, programs, methods, techniques, processes, financial data, financial plans or lists of actual or potential customers which derives economic value, actual or potential, from not being generally known to, and not readily ascertainable by proper means by, other persons or entities who can obtain economic value from its disclosure or use.

 IN WITNESS WHEREOF, each party hereto has executed or caused this Agreement to be executed under seal on his or its behalf, all on the day and year first above written.

 BY: ________________________________________

TITLE: ______________________________________

Attest: ______________________________________

Title: ________________________________________

Franchise Info -  Intro -  Beginning - Letter from President - Non-Compete - Application