0001193125-04-048331 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 24th, 2004 • Design Within Reach Inc • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2004 by and between Design Within Reach, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 24th, 2004 • Design Within Reach Inc

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 30, 2003, by and between DESIGN WITHIN REACH, INC., a California corporation (“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 24th, 2004 • Design Within Reach Inc

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 18, 2003, by and between DESIGN WITHIN REACH, INC., a California corporation (“Borrower”), and WELLS FARGO HSBC TRADE BANK, NATIONAL ASSOCIATION (“Trade Bank”).

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT BETWEEN WORLD FINANCIAL NETWORK NATIONAL BANK AND DESIGN WITHIN REACH, INC. DATED AS OF NOVEMBER 13, 2003
Private Label Credit Card Program Agreement • March 24th, 2004 • Design Within Reach Inc

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 13th day of November, 2003 (the “Effective Date”) by and between DESIGN WITHIN REACH, INC., with its principal office at 283 Fourth Street, Oakland, California 94607 (hereinafter referred to as “DWR”), and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230, (hereinafter referred to as “Bank”).

INVESTORS’ RIGHTS AGREEMENT MAY 12, 2000
Investors' Rights Agreement • March 24th, 2004 • Design Within Reach Inc • California

THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 12th day of May, 2000, by and among Design Within Reach, Inc., a California corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor”.

AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 24th, 2004 • Design Within Reach Inc • California

This Amendment to Investors’ Rights Agreement (this “Amendment”) is made effective as of May 8, 2003 by and between Design Within Reach, Inc., a California corporation (the “Company”), and the holders of the Company’s capital stock who are parties to that certain Investors’ Rights Agreement dated as of May 12, 2000 (the “Investors’ Rights Agreement”).

CREDIT AGREEMENT by and between DESIGN WITHIN REACH, INC., a California corporation and WELLS FARGO HSBC TRADE BANK, N.A. Dated as of July 10, 2002
Credit Agreement • March 24th, 2004 • Design Within Reach Inc

DESIGN WITHIN REACH, INC. (“Borrower”), organized under the laws of the State of California whose chief executive office is located at the address specified after its signature to this Agreement (“Borrower’s Address”) and WELLS FARGO HSBC TRADE BANK, N.A. (“Trade Bank”), whose address is specified after its signature to this Agreement, have entered into this CREDIT AGREEMENT as of July 10, 2002 (“Effective Date”). All references to this “Agreement” include those covenants included in the Addendum to Agreement (“Addendum”) attached as Exhibit A hereto.

WARRANT TO PURCHASE A MAXIMUM OF 700,000 SHARES OF COMMON STOCK OF DESIGN WITHIN REACH, INC. October 2, 1998 (the “Effective Date”)
Warrant Agreement • March 24th, 2004 • Design Within Reach Inc • California

This certifies that JESSE HANSEN & Co. (“Holder”) is entitled to purchase from DESIGN WITHIN REACH, INC. (the “Company”) a maximum of 700,000 fully paid and nonassessable shares of the Company’s common stock, no par value (the “Common Stock”), for cash at a price of $1.50 per share (the “Warrants”) (the purchase price specified above is referred to as the “Purchase Price”) prior October 1, 2004 (the “Expiration Date”) upon surrender to the Company at its principal office (or at such other location as the Company may advise Holder in writing) of this Warrant properly endorsed with the Subscription Form attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the applicable Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. This Warrant is being delivered to Holder in connection with that Agreement dated the date hereof between the Company and Holder (the “Agreemen

SUBLEASE AGREEMENT
Sublease Agreement • March 24th, 2004 • Design Within Reach Inc

This Sublease Agreement (this “Sublease”) is made as of August , 2003, by and between National Broadcasting Company, Inc., a Delaware corporation (“Sublandlord”) and Design Within Reach, a California corporation (“Subtenant”), with regard to the following facts:

LEASE AGREEMENT
Lease Agreement • March 24th, 2004 • Design Within Reach Inc

THIS LEASE is executed this 2nd day of October, 2003, by and between DUGAN FINANCING LLC, a Delaware limited liability company (“Landlord”), and DESIGN WITHIN REACH, INC., a California corporation (“Tenant”).

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