INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 10.48

INDEPENDENT CONTRACTOR AGREEMENT

          This Independent Contractor Agreement (“Agreement”) is entered into as of June 1, 2005 , by and between RedEnvelope, Inc. (hereinafter the “Client”), located in San Francisco, California, and John Roberts (hereinafter the “Consultant”), an independent consultant having a principal place of business in San Francisco, California.

          This Agreement is intended to set forth the terms of the relationship between Client and Consultant. Client enters into this Agreement because it desires the performance of Consultant’s professional services, as described herein.

          Accordingly, Client and Consultant jointly agree to the following terms and conditions:

          1.  Term Of Contract.

          This Agreement will become effective on June 1, 2005 , and will continue in effect for 60 days , unless terminated previously by either party as set forth herein.

          2.  Independent Contractor Status.

          Consultant warrants and affirms that his/her business is independent and that he/she markets his/her professional services to others, except to the extent necessary to avoid a conflict of interest.

          It is the express intent of the parties that Consultant is an independent contractor, and not an employee, agent, representative, joint venturer or partner of the Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Client and Consultant or any employee or agent of Consultant.

          Both parties acknowledge that Consultant is not an employee for state or federal tax purposes or for purposes of unemployment insurance or other requirements of federal or state employment law.

          3.  Services To Be Performed.

               a.  Specific Services.

          The Client retains Consultant to perform the professional services and accomplish the tasks set forth in Attachment “A” hereto. Consultant agrees that the work performed hereunder will be of the highest professional standards and quality.

          While engaged by Client, Consultant retains the right to perform professional services for other companies. However, the Client expects the Consultant to perform a minimum of 20 hours per week for the first month of the agreement.

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               b.  Method of Performing Services.

          Consultant will determine the method, details and means for performing the above-described services. The Client shall have no right to, and shall not, control the methods, details and means of performing and accomplishing Consultant’s services. The Client shall have no right to, and shall not, provide any instruction or training as to the methods or means for accomplishing Consultant’s services.

               c.  Engagement of Assistants.

          Consultant may, at Consultant’s own expense, employ assistants as Consultant deems necessary to perform services under this Agreement. The Client shall have no right to, and shall not, direct or supervise Consultant’s assistants or employees, if any, in the performance of these services. Consultant assumes full and sole responsibility for the payment of all compensation and expenses of these assistants for all state and federal income tax, unemployment insurance, social security, disability insurance, and other applicable withholdings. Consultant also agrees to provide all necessary insurance coverage for such assistants and/or employees. Should Consultant employ assistants, he/she agrees to bind them to the confidentiality and other restrictive covenants set forth in this Agreement.

               d.  Time and Place of Work.

          Consultant shall set his/her own hours and schedule for the performance of the services described herein. The Client shall not have the right to, and shall not, control the order or sequence in which Consultant performs his/her services. However, because of scheduling requirements of the employees of the Client with whom Consultant will need to interact, certain aspects of his/her scheduling may be set by the Client. Client agrees to provide Consultant with reasonable advance notice of desired times for consultation, meetings, appointments, travel and other similar requirements.

          4.  Compensation.

          Client will pay Consultant a fee of $125.00/hour for services performed. Consultant shall provide Client with an invoice, on a monthly basis, itemizing the services performed. Client shall promptly pay Consultant within thirty (30) days of receipt of Consultant’s invoice.

          5.  Obligations Of Contractor.

               a.  Costs, Expenses and Materials.

          Consultant shall be responsible for all other costs and expenses incidental to the performance of services for the Client, including, but not limited to all costs of material provided by Consultant, all fees, fines, licenses, bonds, or taxes required of or imposed against Consultant, and all of Consultant’s other costs of doing business. Consultant shall bear the full cost of all transportation to and from the place at which services are rendered, including, but not limited to, the cost of an automobile, gasoline, repairs, parking and automobile insurance.

          Consultant will supply all materials required to perform services under this Agreement. Consultant is not required to purchase or rent any materials, services or work space from the Client. In the event Consultant desires to purchase or rent any materials, services or work

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space from the Client, Consultant and the Client shall negotiate a fair market price for said purchase or rental.

               b.  Indemnification of Liability.

          Consultant agrees that he/she is solely and exclusively liable for all damages caused by his/her performance of this Agreement or the failure to perform. Consultant shall not be treated as an employee or agent of the Client entitled to coverage under Client’s Insurance or other policies. Each party shall indemnify and hold harmless the other and the other’s officers, agents and employees from each one’s negligence, including their respective officers, agents and employees.

               c.  Assignment.

          Neither party shall assign its rights or delegate its duties or obligations under this Agreement without the prior written consent of the other. Subject to the foregoing, this agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties to this Agreement. Client agrees that Consultant may designate a d.b.a., corporation or any other entity to receive payments for Consultant’s work under this agreement.

               d.  State and Federal Taxes.

          As Consultant is not the Client’s employee, Consultant is responsible for paying all required state and federal taxes. Specifically: