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Exhibit 10.22    
  


 
 

LEASE AMENDMENT #1    
  


        This Amendment is dated for referenced purposed only August 28, 2000, by and between,  Marvin L. Oates as
Trustee of the Marvin L. Oates Trust dated March 7, 1995, as Lessor, and overstocks.com, a Utah
corporation, as Lessee. 


RECITALS  


        1.    The
Parties hereto have entered into a certain Lease ("LEASE") dated March 15, 2000, regarding premises described
therein as 955 South 3800 West, Suite 100, Salt Lake City, Utah 84104, consisting of approximately  109,725, square feet of warehouse space, including
approximately 1,500 square feet of office space. 



        2.    The
parties desire to amend the lease by providing for temporary space and exercising tenant's option to lease the adjacent space. 


AGREEMENT  


        The parties agree as follows: 


        1.    TEMPORARY SPACE: Lessee shall occupy two bays on a temporary basis and in accordance with the following terms and
conditions: 



        A.    Premises:
The two bays immediately to the west of and adjacent to the First Right Space (see Exhibit A) 


        B.    Size:
43,890 square feet 


        C.    Commencement
Date: To be determined upon occupancy 


        D.    Expiration
Date: Month-to-month occupancy cancelable with fourteen (14) days notice by either party. The term for the Temporary space shall
be no longer than six (6) months and the expiration date will in no event be later than March 31, 2001. 



        E.    Rent:
$13,167.00 per month ($0.30 p.s.f.) True Gross (Tenant shall not be responsible for payment of the share of operating expenses attributable to the Temporary Space.) 




        2.    EXCLUSIVE RIGHT TO LEASE: Lessee hereby exercises their Exclusive Right to Lease as contained in Paragraph 57 of
the original Lease. 



        A.    Premises:
The three bays immediately west of and adjacent to the initial leased space containing 109,725 square feet ("First Right Space") (see Exhibit A). 



        B.    Size:
65,835 square feet (This expansion shall increase the total leased premises from 109,725 square feet to 175,560 square feet. 


        C.    Commencement:
The day immediately following the termination date on the Temporary Space discussed above. 


        D.    Expiration
Date: The expiration date for this space shall be the same as the original space, August 20, 2005. 






 




        E.    Rent:
Upon commencement of the term for the First Right Space, Lessee shall pay additional rent in the amount of $18,433.80 per month ($0.28 p.s.f.) NNN. The rent
schedule shall be adjusted as follows: 



	Commencement - 7/19/01	 	$	49,156.80	 	$	0.28 p.s.f. NNN
	8/20/01 - 8/19/02	 	$	50,912.40	 	$	0.29 p.s.f. NNN
	8/20/02 - 8/19/03	 	$	52,668.00	 	$	0.30 p.s.f. NNN
	8/20/03 - 8/19/04	 	$	54,423.60	 	$	0.31 p.s.f. NNN
	8/20/04 - 8/20/05	 	$	56,179.20	 	$	0.32 p.s.f. NNN






        F.    Option
Payment: Upon commencement of the term on this space, the additional option rents discussed in Section 57 of the base lease, which was paid to keep the
exclusive right shall be eliminated. 


        G.    Early
Occupancy: Tenant shall have access to the First Right Space upon commencement of and during the term of the Temporary Space for the purposes of installing racking
and lighting. 




        3.    LETTER OF CREDIT: Lessee shall increase the letter of credit by $60,000, from $200,000 to $260,000. The amount available
to be drawn against the letter of credit shall be reduced by $25,000 on the beginning of the 7th, 13th, 19th, 25th, 31st and
37th month, as depicted below. 



	Beginning of Month
	 	Date of Reduction
	 	Amount of Reduction
	 	Balance of Letter of Credit

	 	 	 	 	 	 	 	$	260,000.00
	7	 	1/20/01	 	$	(25,000.00	)	$	235,000.00
	13	 	7/20/01	 	$	(25,000.00	)	$	210,000.00
	19	 	1/20/02	 	$	(25,000.00	)	$	185,000.00
	25	 	7/30/02	 	$	(25,000.00	)	$	160,000.00
	31	 	1/20/03	 	$	(25,000.00	)	$	135,000.00
	37	 	7/20/03	 	$	(25,000.00	)	$	110,000.00






        4.    RIGHT OF FIRST REFUSAL TO LEASE: With the exception of lease renewals by existing tenants, the Lessee is hereby granted,
by the Lessor, a one-time right of first refusal to lease the approximately 43,890 square
feet of space immediately adjacent to the west side of Lessee's First Right Space. See Exhibit A.
This right of first refusal to lease is in effect beginning upon mutual execution of this Amendment #1 and will expire upon
expiration of the term, provided: 



        A.    Lessee
is not in default under any of the conditions and provisions of this lease. 


        B.    The
Lessee agrees to lease said adjacent space in its entirety. The Lessor shall not be required to make any adjustments in the demising walls, or other tenant
improvements unless by separate agreement between the parties at such time. 


        C.    Lessor
hereby agrees to provide written notice defining the terms and conditions of the proposed lease. 


        D.    Lessee
shall, within five (5) days after receipt of the Lessor's
notice that a third party offer has been received for the space, indicate, in writing, its agreement to lease said space pursuant to the terms and conditions of the third party offer. If Lessee does
not give notice in writing to Lessor within five (5) days of its intent to lease the adjacent
space, Lessor thereafter shall have the right to lease said space to a third party. 




        5.    ADDITIONAL OPTIONS: Tenant has no additional or remaining options other than the right of first refusal discussed in
Paragraph 4 above. 


        All
other terms and conditions of the Lease shall remain the same in full force and effect. 


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        IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the day and year written below. 



	LESSOR:	 	LESSEE:
	

Marvin L. Oates as Trustee of the

Marvin L. Oates Trust dated March 7, 1995	
 	

overstocks.com

a Utah corporation
	

By:	
 	

/s/  MARVIN L. OATES      
 Marvin L. Oates

Trustee of the Marvin L. Oates Trust

dated March 7, 1995	
 	

By:	
 	

/s/  OVERSTOCK.COM, INC.      

	

Date:	
 	

    
	
 	

Date:	
 	

    





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Exhibit 10.22


LEASE AMENDMENT #1