Odimo INC Watch

from 10-K 5 pages Third Amendment to Loan and Security Agreement

from S-1/A 2 pages This Is to Confirm That in the Event That Odimo Incorporated’s Current Cash Availability From Its Amended Credit Facility With Silicon Valley Bank (The “Amended Credit Facility”) Is Completely Consumed Any Time Prior to January 31, 2006, That Softbank Capital Partners, LLC (“Softbank”), Through Its Funds, Shall Provide to Odimo Incorporated Up to $5 Million of Equity Financing From Softbank on Terms Mutually Agreeable to the Parties (But in No Event Shall Such Terms Require Repayment of Such Funds Before January 31, 2006), or if Unable to Consummate Equity Financing, a Bridge Financing With a Maturity Date No Earlier Than January 31, 2006 (The “Bridge Financing”). if a Bridge Financing Is Consummated, It Would Be Under Similar Terms as the Amended Credit Facility and Would Not Contain Any Financial Covenants. This Letter Agreement Is Intended to Be Legally Binding on Softbank and Shall Be Governed By, and Construed and Enforced in Accordance With, the Laws of the State of New York, Without Regard to Conflicts of Law. Very Truly Yours, Softbank Capital Partners, LLC By: /S Steven J. Murray Steven J. Murray Administrative Member

from S-1/A ~5 pages Secon Amended and Restated Revolving Promissory Note

from S-1/A ~5 pages Second Loan Modification Agreement

from S-1/A ~5 pages First Loan Modification Agreement

from S-1/A ~5 pages Revolving Promissory Note

from S-1/A ~20 pages Loan and Security Agreement