AMENDMENT NUMBER ONE TO THE INVESTORS’ RIGHTS AGREEMENT

Exhibit 10.5

AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT

This Amendment Number One (“Amendment”) to the Investors’ Rights Agreement dated as of December 29, 1999 (the “Agreement”) is made as of March 31, 2000 by and among ProFlowers, Inc., a Delaware corporation (the “Company”), Internet Floral Concepts, L.P. (the “Existing Investor”) and the individuals and entities listed on Schedule A attached hereto (the “New Investors”). Capitalized terms used herein which are not defined herein shall have the definition ascribed to them in the Agreement.

RECITALS

A. The Company issued certain Convertible Promissory Notes (the “Notes”) to each of the New Investors pursuant to that certain Note and Warrant Purchase Agreement entered into among the Company, the New Investors and certain other investors as of October 16, 1999.

B. The New Investors elected to convert the principal and interest payable to them pursuant to each of their Notes into shares of the Company’s Series B Preferred Stock, and in connection therewith, the Company and the Existing Investor desire to add the New Investors as parties to the Agreement.

C. Section 3.7 of the Agreement provides that any term of the Agreement may be amended with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding.

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 Investors shall be deemed to have entered into and become a party to the Agreement and shall each be deemed an “Investor” for all purposes under the Agreement and Schedule A attached thereto.

2. EFFECT OF AMENDMENT.

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

3. 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.

4. 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.

5. 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.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

COMPANY:		PROFLOWERS, INC., a Delaware corporation
		By:		/s/ Xxxxxxx Xxxxxxx
				Xxxxxxx Xxxxxxx
				Chief Executive Officer
EXISTING INVESTOR:		INTERNET FLORAL CONCEPTS, L.P.
		By:		JPS International, LLC
		Its:		General Partner
		By:		/s/ Xxxxx X. Xxxxxx
				Xxxxx X. Xxxxxx
				Managing Member
Address:		0000 00xx Xxxxxx, Xxxxx X
		Xxxxxxx, XX 00000
NEW INVESTORS:		BROADVIEW SLP
		By:		/s/ Xxxxx Xxxxx
				Xxxxx Xxxxx
		Its:
Address:		Xxx Xxxxxx Xxxxx, 0xx Xxxxx
		Xxxx Xxx, XX 00000-0000
		XXXX XXXXXX XXXXXX
		/s/    Xxxx Xxxxxx
		Xxxx Xxxxxx Xxxxxx
Address:		000 Xxxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT]

		XXXXX XXXX
		/s/ Xxxxx Xxxx
		Xxxxx Xxxx
Address:		0 Xxxxx Xxxxx
		Xxxxxx, XX 00000
		XXXXXXX FAMILY TRUST
		/s/  Xxxx Xxxxxxx
		By: Xxx X. Xxxxxxx
		Trustee
Address:		00000 Xxxxxxxxx Xxx
		Xxx Xxxxx, XX 00000
		I-HATCH AFFILIATES, L.P.
		By:		i-hatch Ventures, LLC
		By:		/s/ Xxxxxx Xxxxxx
				Xxxxxx Xxxxxx
				Chief Financial Officer
Address:		000 Xxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000
		XXXX X. XXXXXXXXXX, XX. AND XXXXXXXX X. XXXXXXXXXX REVOCABLE TRUST NO. ONE DATED AUGUST 30, 1982, AND AMENDED JULY 31, 1995
		By:		/s/ Xxxx X. Xxxxxxxxxx, Xx.
				Xxxx X. Xxxxxxxxxx, Xx.
				Trustee
Address:		0000 Xxxxxxxxx Xxxxxx
		Xx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT]

		KRG PF, LLC
		/s/
		By:		Arcata Land Company, LLC
		Its:		Manager
		By:		Lane De Vries
		Its:		Manager
Address:		0000 Xxxxx Xxx Xxxx
		Xxxxxx, XX 00000
		XXXXXX X. XXXXXX
		/s/    Xxxxxx Xxxxxx
		Xxxxxx X. Xxxxxx
Address:		0000 Xxxxxxxxx Xxxxx, Xxxxx 000
		Xxx Xxxxx, XX 00000
		XXXXXX XXXX
		/s/    Xxxxxx Xxxx
		Xxxxxx Xxxx
Address:		00000 Xxxxxxxx Xxxxxxxxx, #0000
		Xxx Xxxxxxx, XX 00000
		XXXX XXXXX
		/s/    Xxxx Xxxxx
		Xxxx Xxxxx
Address:		000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
		Xxxxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT]

		XXXXXX XXXXX
		/s/    Xxxxxx Xxxxx
		Xxxxxx Xxxxx
Address:		0000 Xxxx Xxxx
		Xxxxxxx Xxxxxxx, XX 00000
		XXXX X. XXXXXXX TRUST U/A DATED 7/1/88
		/s/    Xxxx X. Xxxxxxx, Ttee
		Xxxx X. Xxxxxxx, ttee
Address:		00000 Xx Xxxxxx Xxxx
		Xxx Xxxxx, XX 00000-0000
		XXXXX X. XXXXXX
		/s/    Xxxxx X. Xxxxxx
		Xxxxx X. Xxxxxx
Address:		0000 00xx Xxxxxx, Xxxxx X
		Xxxxxxx, XX 00000
		XXXXX XXXXXXX
		/s/    Xxxxx Xxxxxxx
		Xxxxx Xxxxxxx
Address:		00 Xxxxxx Xxxxxx
		Xxxxxx, XX 00000
		XXXXXXX XXXXXXX
		/s/    Xxxxxxx Xxxxxxx
		Xxxxxxx Xxxxxxx
Address:		000 Xxx xx Xx Xxxxx
		Xxxxxx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT]

		XXXXXX XXXXXXX
		/s/  Xxxxxx Xxxxxxx
		Xxxxxx Xxxxxxx
Address:		000 Xxxx Xxxx Xxxxx
		Xxxxx, XX 00000
		XXXXX XXXXXX
		/s/ Xxxxx Xxxxxx Xxxxx Xxxxxx
Address:		000 Xxxx 00xx Xxxxxx, #0X
		Xxx Xxxx, XX 00000
		TELESOFT PARTNERS, L.P.
		By:		/s/ Xxxxx Xxxxx
				Xxxxx Xxxxx
				Executive Manager of the General Partner
Address:		0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
		Xxx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT]

		XXXXXX XXXXXXX
		Xxxxxx Xxxxxxx
Address:		000 Xxxx Xxxx Xxxxx
		Xxxxx, XX 00000
		XXXXX XXXXXX
		Xxxxx Xxxxxx
Address:		000 Xxxx 00xx Xxxxxx, #0X
		Xxx Xxxx, XX 00000
		TELESOFT PARTNERS, L.P.
		By:		/s/  Xxxxx Xxxxx
				Xxxxx Xxxxx
				Executive Manager of the General Partner
Address:		0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
		Xxx Xxxxx, XX 00000

[SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO THE INVESTORS’ RIGHTS AGREEMENT]

Schedule A

NEW INVESTORS

Broadview SLP

Xxxx Xxxxxx Xxxxxx

Xxxxx Xxxx

Xxxxxxx Family Trust

I-Hatch Affiliates, L.P.

Xxxx X. Xxxxxxxxxx, Xx. and Xxxxxxxx X.

Xxxxxxxxxx Revocable Trust No. One

Dated August 30, 1982, and Amended

July 31, 1995

KRG PF, LLC

Xxxxxx X. Xxxxxx

Xxxxxx Xxxx

Xxxx Xxxxx

Xxxxxx Xxxxx

Xxxx X. Xxxxxxx

Xxxxx X. Xxxxxx

Xxxxx Xxxxxxx

Xxxxxxx Xxxxxxx

Xxxxxx Xxxxxxx

Xxxxx Xxxxxx

Telesoft Partners, L.P.