0001299933-06-003379 Sample Contracts

SEPARATION AGREEMENT
Separation Agreement • May 12th, 2006 • Odimo INC • Retail-jewelry stores • Florida

Odimo Incorporated, a Delaware corporation (“Company”) and Alan Lipton (“Executive”) hereby enter into this Separation Agreement (“Separation Agreement”) agreeing as follows:

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AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT
Employment Contract • May 12th, 2006 • Odimo INC • Retail-jewelry stores

THIS AMENDMENT NO. 1 TO EMPLOYMENT CONTRACT (“Amendment”) is made and entered into as of May 11, 2006, by and among Odimo Incorporated, a Delaware corporation (“Odimo”) and Jeffrey Kornblum (“Employee”).

Asset Purchase Agreement
Asset Purchase Agreement • May 12th, 2006 • Odimo INC • Retail-jewelry stores • Delaware

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 11th day of May, 2006, by and among Ice.com, Inc., a Delaware corporation (“Parent”), Ice Diamond, LLC, a Delaware limited liability company (the “Purchaser”) and Odimo Incorporated (“Seller”), a Delaware corporation. Certain capitalized terms used in this Agreement are defined on Appendix A hereto. Seller’s subsidiary corporations listed on Exhibit B hereto are parties to this Agreement for purposes of Section 6.11 only.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 12th, 2006 • Odimo INC • Retail-jewelry stores • Florida

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is dated as of this 11th day of May, 2006, by and between Ice Diamond, LLC a limited liability company organized under the laws of the State of Delaware (the “Purchaser”), Ice.com, Inc., a Delaware corporation (“Parent”) and Odimo Incorporated, a Delaware corporation (the “Seller”).

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