Exhibit 10.65**FIRST AMENDMENT TO LEASE AGREEMENT**This FIRST AMENDMENT TO LEASE AGREEMENT (“First Amendment”) is made and entered into effective asof August 1, 2006 (“Effective Date”), by and between DCT CREEKSIDE III LLC, a Delaware limitedliability company (“Landlord”), and RED ENVELOPE, INC.(“Tenant”).RECITALS      This First Amendment is made with respect to the following facts:     A. Creekside III LLC (“Creekside”), as predecessor in interest to Landlord (hereinaftercollectively “Landlord”), and Tenant entered into a Lease Agreement dated April 1, 2004(the “Lease”), whereby Tenant leased certain premises consisting of approximately 238,674rentable square feet located at 4000 Creekside Parkway, Lockbourne, Ohio 43137 (the“Premises”).     B. Landlord and Tenant now desire to amend the Lease to provide for an extension of theTerm of the Lease for the Premises on the terms and conditions set forth below.AGREEMENT     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and othergood and valuable consideration, the receipt and sufficiency of which, are hereby acknowledged, theparties hereby agree as follows:     1. DefinedTerms. Unless otherwise expressly defined herein, all initiallycapitalized terms used herein shall have the meanings set forth for such terms in theLease.     2. ExtensionTerm. As of August 1, 2006 (the “Extension Term CommencementDate”), the Lease shall be extended for an additional period of twelve (12) months (the“Extension Term”), so that the expiration date of the Lease shall thereby be July 31, 2007(the “Termination Date”). For purposes herein, Tenant hereby acknowledges that theextension of the Term of the Lease as contemplated by this First Amendment shall be deemedto mean the exercise of Tenant’s first renewal option as granted under Section 1 ofExhibit F of the Lease, and therefore, Tenant shall have one (1) remaining renewal optionto extend the Term of the Lease beyond the Extension Term in accordance with theprovisions thereof.     3. MonthlyBase Rent. From and after the Extension Term Commencement Date untilthe Termination Date, the Monthly Base Rent payable to Landlord in accordance with theprovisions of the Lease shall be $68,618.78 per month.     4. OperatingExpenses. In addition to the Monthly Base Rent as set forth above, Tenantshall remain obligated for the payment of Operating Expenses in accordance with the provisions ofthe Lease during the Extension Term.     5. Tenderof Premises. Tenant currently occupies the Premises as of the Effective Datehereof. Tenant’s continued occupancy of the Premises on August 1, 2006 shall be deemed Tenant’sacceptance thereof in its As-Is condition, and Landlord shall have no obligations to make orperform any alterations or improvements to the Premises.
 

 
     6. Brokers. Tenant hereby represents and warrants to Landlord that Tenant has not engagedor dealt with any broker, finder, or agent in connection with the negotiation and/or execution ofthis First Amendment, other than Pizzuti Management LLC (“Landlord’s Broker”) and The StaubachCompany (“Tenant’s Broker”) (Landlord’s Broker and Tenant’s Broker collectively hereinafterreferred to as the “Brokers”), and Tenant agrees to indemnify and save Landlord harmless from anyclaim, demand, damage, liability, cost or expense (including, without limitation, attorneys’ fees)paid or incurred by Landlord as a result of any claim for brokerage or other commissions or feesmade by any other broker, finder, or agent, other than Brokers, whether or not meritorious,employed or engaged or claiming employment or engagement by, through, or under Tenant.     7. Statusof Lease Obligations. Tenant acknowledges and certifies that as of the datehereof, Landlord has performed all covenants and obligations on the part of Landlord to beperformed under the Lease and that Tenant has no claims or right of offset against Landlord.     8. Effectof Amendment., Except as expressly amended hereby, the Lease shall continue infull force and effect and unamended. In the event of any conflict or inconsistency between theprovisions of the Lease and this First Amendment, the provisions of this First Amendment shallcontrol.     9. BindingEffect. This First Amendment will be binding upon and inure to the benefit ofthe parties hereto and their respective successors and assigns.     10. Severability. In the event that any one or more of the provisions of this First Amendment shallfor any reason be held to be invalid or unenforceable, the remaining provisions of this FirstAmendment shall be unimpaired, and shall remain in full force and effect and be binding upon theparties hereto.     11. Headings. The paragraph headings that appear in this First Amendment are for purposesof convenience of reference only and are not in any sense to be construed as modifying thesubstance of the paragraphs in which they appear.     12. Counterparts. This First Amendment may be executed in one or more counterparts, each ofwhich will constitute an original, and all of which together shall constitute one and the sameagreement. Executed copies hereof may be delivered by telecopy and, upon receipt, shall be deemedoriginals and binding upon the parties hereto. Without limiting or otherwise affecting the validityof executed copies hereof that have been delivered by telecopy, the parties will use best effortsto deliver originals as promptly as possible after execution.     13. GoverningLaw. This First Amendment shall be governed by and construed in accordancewith the laws of the state in which the Premises is located.     14. Limitationof Liability. Notwithstanding anything herein to the contrary, the person orpersons executing this First Amendment on behalf of Landlord andTenant, respectively, areauthorized to do so and to so bind each respective entity with respect to the provisions herein;provided, however, that such individuals shall incur no personal liability with respect to theobligations or performance of Landlord and Tenant, as applicable, under the Lease, as amended.
 

 
     INWITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first setforth above.       **LANDLORD:** **TENANT:**  DCT CREEKSIDE III LLC, a Delaware RED ENVELOPE, INC.  limited liability company           By: Dividend Capital Operating Partnership LP,      a Delaware limited partnership,      its sole member             By: Dividend Capital Trust Inc.,      a Maryland corporation,      its general partner         By: /s/ Daryl H. Mechem By: /s/ Ken Constable         Daryl H. Mechem   Ken Constable  Managing Director   President & CEO       Date: 8/7/06 Date: 8/1/06