November 24, 2010

EXHIBIT 10.1

November 24, 2010

Mr. Xxxxxx Xxxxxx, President

Domain Capital, LLC

0000 Xxxxxx Xxxxxx, Xxxxx 000

Fort Xxx, NJ 07024

Re: Assignment Letter Relating to Lease No.1356

Dear Xx. Xxxxxx:

I refer you to the proposed Lease Agreement, dated November 24, 2010 and Attachment “A” to the Lease Agreement (hereinafter referred to as “Attachment”). The Lease Agreement and Attachment are attached hereto and incorporated herein by reference.

To effectuate the transaction contemplated by the Lease Agreement, Xxxxxx X’Xxxxxxx, on behalf of Xxxxx.xxx, Inc., hereby assigns, sells and otherwise transfers, all of its right, title and interest in the domain name xxx.xxxxx.xxx (the “Domain Name”) to Domain Capital, LLC in exchange for the payment by Domain Capital to Xxxxx.xxx, Inc. of $600,000.00, in cash, which shall be paid via wire transfer to an account specified in writing by Xxxxx.xxx, Inc. The Domain Name shall be registered, owned and maintained by Domain Capital in accordance with the terms of the Lease Agreement and Attachment “A”.

If this letter agreement, the Lease Agreement and Attachment “A”, accurately reflect our agreement and understanding, please so indicate by signing this letter in the space below.

Very truly yours,
Xxxxx.xxx, Inc.
By:		/s/ Xxxxxx X. X’Xxxxxxx
Xxxxxx X’ Xxxxxxx, Chief Executive Officer
Accepted and Agreed:
Domain Capital, LLC
By:		/s/ Xxxxxx Xxxxxx
		Xxxxxx Xxxxxx, President

000 Xxxxxx Xxxxxx Xxxxx 000, Xxx Xxxxxxxxx XX 00000, T 415.962.9700 F 415.962.9702

SIDE LETTER AGREEMENT

December 7, 2010

Reference is made to that certain sale-leaseback arrangement between Xxxxx.xxx, Inc. (“Xxxxx.xxx”) and Domain Capital, LLC (“Domain Capital”), consisting of (1) an assignment agreement (the “Assignment Agreement”) providing for the transfer by Xxxxx.xxx of the domain name “xxxxx.xxx” (the “Domain”) to Domain Capital in exchange for $600,000.00 in financing; (2) a Lease Agreement (the “Lease Agreement”) providing for Xxxxx.xxx to lease back the Domain from Domain Capital for a five year term and (3) an Option to Purchase (the “Option”) providing for the grant by Domain Capital to Xxxxx.xxx of an option to purchase the Domain, during the term of the Lease Agreement for a prepayment amount as set forth in the Lease Agreement or, upon expiration of the term of the Lease Agreement, for nominal consideration . The Assignment Agreement, the Lease Agreement and the Option are collectively referred to herein as the “Agreements.”

In connection with the closing of the transactions contemplated by the Agreements, the undersigned hereby acknowledge and agree as follows:

1. Pursuant to Section 10 of the Lease Agreement, Xxxxx.xxx shall pay to Domain Capital a security deposit in the amount of $28,547.92.

2. Pursuant to the Assignment Agreement, Domain Capital shall pay to Xxxxx.xxx an amount equal to $600,000.00 for the assignment of the Domain.

3. At the closing of the transactions contemplated by the Agreements, Domain Capital shall pay to Xxxxx.xxx $571,452.08, which represents the net amount due to Xxxxx.xxx under the Agreements.

4. Domain Capital represents and warrants that it has wired funds in the amount of $571,452.08 to Xxxxx.xxx on December 7, 2010.

5. Xxxxx.xxx represents and warrants that it received $571,452.08 from Domain Capital on December 7, 2010.

6. The parties acknowledge and agree that the Agreements contemplate a simultaneous signing and closing, which shall be deemed December 7, 2010 for all purposes, notwithstanding anything to the contrary set forth in the Agreements.

[ Signatures on Following Page ]

XXXXX.XXX, INC.
By:		/s/ Xxxxxx X’Xxxxxxx

Name: Xxxxxx X’Xxxxxxx

Title:		President & CEO
DOMAIN CAPITAL, LLC

By: /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: President