Exhibit
10.1


LICENSE
TERMINATION AGREEMENT


THIS
LICENSE TERMINATION AGREEMENT (“Agreement”) is executed as of the 31st day of
July, 2007, by and between Ozburn-Hessey Logistics, LLC (“Licensor”), and
Overstock.com, Inc. (“Licensee”).


RECITALS


WHEREAS,  Licensor and Licensee executed that certain
Standard Form License Agreement, dated as of December 9, 2005 (the “License”),
whereby Licensor granted Licensee the right to use approximately 400,359
rentable square feet at 1551 Opus Drive in Plainfield, Indiana (the “Licensed
Premises”);


WHEREAS,
Licensor and Licensee executed that certain Amendment 1 to the License, dated
as of June 5, 2006 (“Amendment 1”), whereby Licensee released and Licensor
accepted 100,000 square feet of the Licensed Premises and Licensee granted
Licensor the option to acquire an additional 100,000 square feet of the
Licensed Premises;


WHEREAS,
Denso is currently leasing space on a long-term basis in the Licensed Premises
directly from Licensor;


WHEREAS,
there may be other third parties who may lease space in the Licensed Premises
directly from Licensor after the Termination Date, but whom were introduced to
Licensor by Licensee prior to the Termination Date;


WHEREAS,
Licensee desires to terminate the license in order to be relieved of all liability
for future rental payments, and Licensor has agreed to terminate the License
and release Licensee in accordance with the terms hereof.


AGREEMENT


1.             Effective as of August 15, 2007
(the “Termination Date”), Licensee surrenders the License and the Licensed
Premises demised by the License, and all rights thereunder, with the intent
that the unexpired term of the License and any renewals shall be extinguished;
and Licensee hereby releases, as of the Termination Date, all of its right,
title and interest in and to the License and the Licensed Premises.  Licensee covenants, agrees and represents
that it shall have no further right to possession of the Licensed Premises from
and after the Termination Date, and Licensor covenants, agrees and represents
that Licensee shall have no further obligation or liability under the License
or with respect to the Licensed Premises after the Termination Date except for
such obligations or liabilities which arose prior to the Termination Date, or,
pursuant to the terms of the License, were intended to survive the expiration
thereof.


2.             The effectiveness of this
Agreement, and the termination of the License as described herein, is
contingent upon the following:


(a)           Licensee’s delivery to Licensor, on
or prior to the Termination Date, of a termination fee in the amount of One
Million Nine Hundred Thousand Dollars ($1,900,000.00) (the “Termination Fee”);
and


(b)           Licensee’s compliance with all terms
and conditions of the License as of the Termination Date.


Unless the
foregoing conditions are satisfied on or prior to the Termination Date, this
Agreement shall be deemed null and void and the License shall remain in full
force and effect.


3.             Licensee covenants, agrees and
represents that it has good right, full power and authority to surrender and
extinguish the License and the Licensed Premises in the manner aforesaid, and
that, as of the Termination Date, it will have not and, as of the date hereof,
it has not executed any other instruments, deeds, or other documents pursuant
to which the License or the Licensed Premises shall in any way be charged,
encumbered, transferred or assigned.


4.             The effect of this Agreement is
that the Termination Date is the expiration of the Term of the License, and the
parties shall only remain obligated under the License for any obligations that
arose prior to the Termination Date or otherwise were intended to survive the
expiration of the Term of the License as provided therein.


5.             As of the Termination Date,
Licensee confirms and represents that it does not have any claims against the
Licensor in respect of any default or obligation of the Licensor pursuant to
the terms of the License or otherwise, except as may arise pursuant to Section
8 below, that the Licensor does not hold any deposits of any nature against
which the Licensee has a claim now or against which the Licensee may have a
claim in the future, and that the Licensee has not permitted any mechanics’
lien to be attached to its interest in the Licensed Premises.


6.             As of the Termination Date, and
conditioned upon Licensee fulfilling the conditions set forth in Section 2,
Licensor 











hereby forever releases, discharges, acquits and
forever forgives Licensee and its shareholders, directors, officers, employees
and agents from any and all claims, suits, actions, demands, liabilities and
proceedings of every nature and description, known and unknown, arising out of
or pursuant to the License.


7.             Licensee shall completely
relinquish possession of the Licensed Premises in good order, condition and repair,
broom-clean and free of all Licensee’s personal property, on or prior to the
Termination Date.


8.             If, during the ninety (90) day
period following the Termination Date (“Tail Period”), Licensor leases any of
the Licensed Premises to Sataria, Licensor shall refund Licensee a portion of
the Termination Fee equal to Fifty Percent (50%) of the value of such lease
over the eighteen month period commencing August 15, 2007.


9.             This Agreement shall be binding
upon and inure to the benefit of Licensor and Licensee and their respective
successors and assigns.  This Agreement
constitutes the entire understanding between the parties hereto as to the
termination of the License and merges all prior discussions between them relating
thereto.  Any amendment or modification
to this Agreement shall be effective only if in writing and signed by each
party hereto.


10.           This Agreement may be executed in
multiple counterparts, each of which, when executed and delivered, shall be
deemed an original, but all of which shall together constitute one and the same
instrument.


11.           This Agreement will be governed by
and interpreted according to the laws of the State of Tennessee.


IN
WITNESS WHEREOF, the parties have executed this License Termination Agreement
as of the dates set forth below their respective signatures.


	
  Licensor:

  	
  Licensee:

  
	
   

  	
   

  
	
  OZBURN-HESSEY
  LOGISTICS, LLC

  	
  OVERSTOCK.COM, INC.

  
	
   

  	
   

  
	
  By: /s/ Bert
  Irigoyen

  	
  By: /s/ Stephen P. Tryon

  
	
   

  	
   

  
	
  Title: Executive
  VP and CFO

  	
  Title: Senior Vice President - Logistics

  
	
   

  	
   

  
	
  Date: July 31,
  2007

  	
  Date: July 31, 2007