IOS BRANDS CORP
SECURED PROMISSORY NOTE - ROBERT L. NORTON
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>7
<FILENAME>k65794ex10-38.txt
<DESCRIPTION>SECURED PROMISSORY NOTE - ROBERT L. NORTON
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.38
                             SECURED PROMISSORY NOTE

$118,000                                                      SEPTEMBER 29, 2001


         FOR VALUE, RECEIVED, ROBERT L. NORTON ("Payor"), promises to pay to the
order of Florists' Transworld Delivery, Inc., a Michigan corporation (together
with its successors and assigns, "Payee"), at its principle place of business,
3113 Woodcreek Drive, Downers Grove, IL 60515, or at such other place as Payee
may designate, the principle sum of ONE HUNDRED AND EIGHTEEN THOUSAND DOLLARS
($118,000).

         The principle amount of this Promissory Note ("the Note") shall be
payable on SEPTEMBER 29, 2005 in accordance with the terms of this Note;
provided, however, the principle amount of this Note shall immediately be due
and payable upon Payor's termination of employment.

         The outstanding principle amount of this Note shall bear simple
interest at EIGHT AND ONE HALF PERCENT (8.5%), per annum. Accrued interest shall
be payable at maturity (whether at final maturity or earlier) of this Note.

         All payments of principle of and interest on this Note shall be payable
in lawful currency of the United States of America at the office of the Payee
described above, in immediately available funds.

         Payor shall have the right to pay all or any part of the unpaid
principal hereunder without premium or penalty at any time and shall be
accompanied by all interest accrued thereon through such date; provided,
however, that each partial prepayment shall be in an aggregate principal amount
not less than $50,000.

         In addition to, and not in limitation of the foregoing, Payor agrees to
pay all expenses, including, without limitation, attorney's fees and legal
expenses, incurred by the holder of this Note in connection with endeavoring to
collect any amounts payable hereunder which are not paid when due.

         In order to secure obligations of Payor under this Note, Payor has
granted to Payee a security interest in, and lien and charge over, certain
collateral pursuant to the terms of that certain Pledge Agreement dated of the
date hereof between Payor and Payee.

         All parties hereto waive presentment of payment, demand, protest and
notice of dishonor.


<PAGE>



         Payor shall make all payments hereunder immediately when due without
any set-off, counterclaim, defenses, withholding (for taxes or otherwise), or
reduction of any kind. Payee shall have the right to set-off any amounts owing
or to be owing (by acceleration or otherwise) by Payee to Payor.

         No delay on the part of Payee in the exercise of any right or remedy
shall operate as a waiver thereof, and no single or partial exercise by Payee of
any right or remedy shall preclude any other or future exercise thereof or the
exercise of any other right or remedy.

         Payee shall have the right at any time to see, assign, transfer,
negotiate or pledge all or part of its interest in this Note. Payor may not
assign any of his obligations hereunder without the prior written consent of
Payee. This note shall be binding on Payor and his legal representatives.

         No amendment, modification, or waiver of, or consent with respect to
any provision of this Note shall in any event be effective unless the same shall
be in writing and signed and delivered by Payee or any other holder hereof.

         After maturity of this Note, the outstanding principal amount of this
Note and accrued and unpaid interest shall be unconditionally payable upon
demand.

         For the avoidance of doubt, Payee shall have full recourse against
Payor.

         THIS NOTE IS MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE
OF NEW YORK. Wherever possible each provision of this Note shall be interpreted
in such a manner as to be effective and valid under applicable laws, but if any
provision of this Note shall be prohibited or invalid.

         SIGNED AND DELIVERED as of this date first written above.




                                                     /s/ Robert L. Norton
                                                     --------------------
                                                     ROBERT L. NORTON



</TEXT>
</DOCUMENT>
