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Exhibit 10.28    
  


 
  LEASE AMENDMENT #6    
  


        This Amendment is dated for referenced purposes only December 23, 2002, by and between,  Marvin L. Oates,
as Trustee of the Marvin L. Oates Trust Dated March 7, 1995, as Amended and Restated December 20, 2001 as
Lessor, and overstock.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 amended the Lease with Lease Amendment #1 dated August 28, 2000 providing for temporary space and exercising tenant's option to lease the adjacent space. Tenant's
space was increased by 109,725 square feet, from 109,725 to 219,450 square feet, for a total of 175,560 square feet of termed space and 43,890 of month-to-month space.



	3.
	The
Parties amended the Lease with Lease Amendment #2 dated November 12, 2001 converting the 43,890 square feet of month-to-month space to termed space
and voiding Lessee's right of first refusal.



	4.
	The
Parties amended the Lease with Lease Amendment #3 dated July 23, 2002 to expand the Premises by 43,890 square feet for one (1) year.



	5.
	The
Parties amended the Lease with Lease Amendment #4 dated August 19, 2002 to expand the Premises by 43,890 square feet from August 20, 2002 through September 30,
2002. 



        The
Parties amended the Lease with Lease Amendment #5 dated October 11, 2002 to expand the Premises by 90,915 square feet from November 1, 2002 through December 31,
2002. 


        The
Parties now desire to amend the Lease to extend the term on the 90,915 square feet which was originally leased from November 1, 2002 through December 31, 2002. 


AGREEMENT  


        The parties agree as follows: 


        EXPANSION SPACE:    The term on the 90,915 square feet originally leased from November 1, 2002 to December 31,
2002, shall be extended from January 1, 2003 through July 31, 2002 and in accordance with the following terms and conditions: 



	A.
	Expansion
Space Expiration Date: July 31, 2003



	B.
	Rent
Schedule: Monthly rent will remain at $24,547.05 per month ($0.27 p.s.f.) NNN for the Expansion space, making the total rent due under the Lease $102,232.35 per month. 






 


Rent
Schedule Breakdown: 






	Component
 
	 	Size
	 	Rent
	 	Expiration
	 
	Base Lease	 	354,255 SF	 	$
$
$	65,835.00

68,029.50

70,224.00	 	8/19/03

8/16/04

8/20/05	 
	Amendment #3	 	43,890 SF	 	$	11,850.30	 	7/31/03	*
	Amendment #5	 	90,915 SF	 	$	24,547.05	 	7/31/03	*
	 	 	 	 	
	 	 	 
	Total Rent Currently Due Per Month	 	 	 	$	102,232.35	 	 	 







	*
	Rent
for the Expansion Spaces considered in Amendments #3 and #5 shall continue after July 31, 2003 and be subject to Paragraph 26 of the Lease until Lessee vacates the
Expansion Space and completes a walk-thru with the property manager.



	C.
	Tenant
Improvements. Lessor is not required to complete any tenant improvements in the expansion space. Lessee shall be responsible for moving the fence which demises the Premises and
replacing it after Lessee vacates the Expansion Space.



	D.
	Rent
Credit: Lessee shall receive a Rent Credit in the amount of $3,185.00, which will be applied to the next installment of rent due.



	E.
	Gas
Heaters: Lessee shall be responsible for payment of all gas heaters in the building. 






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



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



	LESSOR:	 	LESSEE:

overstock.com

a Utah corporation
	

By:	
 	

/s/  MARVIN L. OATES      
 Marvin L. Oates
 Trustee of the Marvin L. Oates Trust

dated March 7, 1995, As Amended and

Restated December 20, 2001	
 	

By:	
 	

/s/  JIM HYDE      
 Jim Hyde
 Chief Operating Officer
	

Date:	
 	

December 23, 2002	
 	

Date:	
 	

12/23/02
	 	 	
	 	 	 	





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Exhibit 10.28


LEASE AMENDMENT #6