Patents Trademarks Copyrights And Licenses Agreement

PATENTS, TRADEMARKS, COPYRIGHTS
AND LICENSES SECURITY AGREEMENT


This Patents, Trademarks, Copyrights, and Licenses Security Agreement (the "Agreement") is made as of the 6th day of December 2002, by Odimo Incorporated, a Delaware corporation, with its chief executive office located at 1400 N.W. 4th Street, Sunrise, FL 33325, Odimo Acquisition Corp., a Delaware corporation, with its chief executive office located at 1400 N.W. 4th Street, Sunrise, FL 33325 (collectively, "Buyer"), and delivered to Ashford.com, Inc. ("Seller"), a Delaware corporation, having a mailing address of 1075 First Avenue King of Prussia, Pa 19406.


BACKGROUND


A. This Agreement is being executed contemporaneously with a certain Asset Purchase Agreement, Subordinated Secured Promissory Note (the "Note") and Security Agreement, all of even date herewith, by and between Buyer and Seller (as may hereafter be supplemented, restated, amended, superseded, replaced, or restated from time to time, collectively the "Loan Agreement"), under which Buyer is granting Seller, a lien on and security interest in certain of the assets of Buyer associated with or relating to products leased or sold or services provided under Buyer's patents, trademarks (and the goodwill associated therewith) and copyrights, and under which Seller is entitled to foreclose or otherwise deal with such assets, patents, patent rights, patent applications, goodwill, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, and copyright applications under the terms and conditions set forth therein. Capitalized terms not defined herein shall have the meanings given to such terms in the Loan Agreement.


B. Buyer has adopted, used and is using (or has filed applications and/or registrations of) the patents, patent rights, and patent applications (collectively, the "Patents"); trademarks, service marks, trade names and service trade names (collectively, "Trademarks"); copyrights, and copyright applications and licenses (collectively, the "Copyrights"); and goodwill associated therewith ("Goodwill") listed on SCHEDULE A attached hereto and made part hereof (all such Patents, Trademarks, Copyrights or Goodwill hereinafter referred to as the "Assets").


C. Pursuant to the Loan Agreement, Seller is acquiring a lien on, and security interest in, the Assets and the registration thereof, together with all the goodwill of Buyer associated therewith and represented thereby, as security for the Note and desires to have its security interest in such Assets confirmed by a document identifying same and in such form that it may be recorded in the United States Patent and Trademark Office and United States Copyright Office, respectively.


NOW THEREFORE, with the foregoing Background hereinafter deemed incorporated by reference and made a part hereof, and in consideration of the premises and mutual promises herein contained, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:


1. In consideration of and pursuant to the terms of the Loan Agreement and all other instruments, agreements and documents entered into in connection therewith (collectively, the "Loan


Documents"), and for other good, valuable and sufficient consideration, the receipt of which is hereby acknowledged, and to secure the Note, Buyer grants a lien and security interest to Seller in all of its present and future right, title and interest in and to the Assets, together with all the goodwill of Buyer associated with and represented by the Assets, and the registration thereof and the right (but not the obligation) to sue for past, present and future infringements, and the proceeds thereof, including, without limitation, license royalties and proceeds of infringement suits.


2. Except as otherwise provided in the Loan Agreement, Buyer hereby covenants and agrees to maintain the Assets in full force and effect until the Note is indefeasibly paid and satisfied in full and the Loan Agreement is terminated.


3. Buyer represents, warrants and covenants that:


(a) The Assets are subsisting and have not been adjudged invalid or unenforceable;


(b) Each of the Assets is valid and enforceable;


(c) Buyer is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to each of the Assets, and each of the Assets is free and clear of any liens, claims, charges and encumbrances, including, without limitation, pledges, assignments, licenses and covenants by Buyer not to sue third persons;


(d) Buyer has the unqualified right, power and authority to enter into this Agreement and perform its terms;


(e) Buyer has complied with, and will continue for the duration of this Agreement to comply with, the requirements set forth in 15 U.S.C.ss.ss.1051-1127, ...