FORM OF ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement (the "Agreement"), dated as of ___________, 1999, by and between American greetings. com, inc., a Delaware corporation ("AG. COM"), and American Greetings Corporation, an Ohio corporation ("AG").

WHEREAS, AG and AG. COM have entered into that certain Separation Agreement, dated__________, 1999 (the "Separation Agreement"), and, simultaneously with the execution and delivery of this Agreement, intend to consummate the transactions contemplated by the Separation Agreement; and

WHEREAS, AG. COM and AG desire to enter into certain agreements concerning administrative services to be offered and/or provided by AG to AG. COM and its Subsidiaries.

NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS: All capitalized terms used in this Agreement but not defined will have the same meanings ascribed to such terms in the Separation Agreement.

2. PROVISION OF SERVICES: During the Term (as defined in SECTION 3 below), AG shall cause one or more members of the AG Group to offer and, at AG. COM's election, provide to AG. COM and its Subsidiaries, such administrative services as AG. COM may reasonably request for their respective business operations and provide AG. COM and its Subsidiaries with full use of the office space at AG's headquarters primarily used by AG. COM and its Subsidiaries as of the date of this Agreement (the "Office Space") for their operations (collectively, the "Services"). AG shall have no obligation to provide the Services at levels in excess of those in which AG regularly had provided such Services for the operation of AG. COM's business prior to the date of the Separation Agreement. Such Services may include, by way of example, human resource administration, finance administration and legal services. At AG. COM's request, the parties will confer to discuss what, if any, Services AG. COM wishes to request, the actual Service Fees (as defined herein) that would be chargeable by AG for such Services and the timing of the implementation of such Services. With respect to any Services that AG. COM wishes to be provided hereunder, for itself or any of its Subsidiaries, the parties shall establish in writing the nature of the Services, the Service Fees chargeable therefor and the timing of the implementation of such Services.

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