**Exhibit 10.34****SECOND AMENDED AND RESTATED 8% SECURED PROMISSORY NOTE****January 8, 2008** **$525,000**THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OROTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATESECURITIES LAWS OR ODIMO INCORPORATED SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THATREGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLESTATE SECURITIES LAWS IS NOT REQUIRED.THIS AMENDED AND RESTATED 8% SECURED PROMISSORY NOTE (THE “AMENDED NOTE”) EVIDENCES (i) THE SAMEINDEBTEDNESS AS EVIDENCED BY THAT CERTAIN AMENDED AND RESTATED 8% SECURED PROMISSORY NOTE DATEDMARCH 1, 2007 EXECUTED BY ODIMO INCORPORATED (“MAKER”), PAYABLE TO THE ORDER OF ALAN LIPTON OR HISPERMITTED ASSIGNS (“LENDER”) IN THE STATED PRINCIPAL AMOUNT OF $500,000 (“ORIGINAL NOTE”) AND (ii)AN ADDITIONAL $25,000 (THE “NEW INDEBTEDNESS”) LOANED BY LENDER TO MAKER AND IS SECURED BY ALL OFTHE SAME COLLATERAL AS THE ORIGINAL NOTE. THIS AMENDED NOTE IS AN AMENDMENT AND RESTATEMENT OF THEORIGINAL NOTE AND SUPERSEDES THE ORIGINAL NOTE AND ITS EXECUTION AND DELIVERY DOES NOT EVIDENCE ACANCELLATION OF THE INDEBTEDNESS EVIDENCED BY THE ORIGINAL NOTE, BUT A MODIFICATION THEREOF.**1.**     **PAYMENT TERMS**     (a)     Principal and Interest. For value received, Odimo Incorporated, a Delawarecorporation (the “Company” or the “Maker”) hereby promises to pay to Alan Lipton or its permittedassigns (the “Holder”), the principal sum of five hundred twenty five thousand and no/100 Dollars($525,000.00) plus accrued interest from the date hereof at the rate of eight percent (8%) perannum on or before the earlier to occur of: (i) January 16, 2010; or (ii) the date of a Change ofControl (defined below) (the “Maturity Date”). Interest on this Note will be calculated on thebasis of a 365-day year and actual number of days elapsed.     (b)     Payment. All payments of principal and interest hereunder shall be made to Holderor its permitted assigns pursuant to the terms hereof. All amounts outstanding hereunder shall bepaid on or before the Maturity Date.     (c)     Past Due Amounts. Past due amounts (including interest, to the extent permitted bylaw) will also accrue interest at 18% per annum or, if less, the maximum rate permitted byapplicable law, and will be payable on demand (the “Default Interest Rate”). All indebtednessoutstanding under this Note after the Maturity Date shall bear interest at the Default InterestRate.     (d)     Change of Control. For purposes hereof, the term “Change of Control” shall mean acorporate reorganization of the Company which results in (i) the stockholders of the Companyimmediately prior to such reorganization owning less than 50% of the combined voting power of thecapital stock of the surviving company immediately following such reorganization; or (ii) atransaction which substantially changes the business of the Company.
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**2.**     **SECURITY INTEREST**     To secure the prompt indefeasible payment, performance and discharge in full, whether at thestated maturity, by acceleration or otherwise, of all of the Company’s obligations under this Note(collectively, the “Obligations”), the Company hereby, unconditionally and irrevocably, pledges,grants and hypothecates to Holder a continuing first priority security interest in, a first lienupon and a right of set-off against all of the Company’s right, title and interest in and to theassets of the Company as listed on Exhibit A, whether presently owned or existing or hereafteracquired or coming into existence, and all additions and accessions thereto and all substitutionsand replacements thereof, and all proceeds, products and accounts thereof including, withoutlimitation, all proceeds of insurance covering the same and of any tort claims in connectiontherewith (collectively, the “Collateral”).**3.**     **EVENTS OF DEFAULT**     (a)     Events of Default. Each of the following events is an “Event of Default” underthis Note:          (1) failure by the Company to pay or prepay when due, all or any part of the principal orinterest or any other amount payable on this Note and the continuance of such failure for five (5)days;          (2) the Company has commenced a voluntary case or other proceeding seeking liquidation,winding-up, reorganization or other relief with respect to itself or its debts under anybankruptcy, insolvency, moratorium or other similar law now or hereafter in effect or seeking theappointment of a trustee, receiver, liquidator, custodian or other similar official of it or anysubstantial part of its property, or has consented to any such relief or to the appointment of ortaking possession by any such official in an involuntary case or other proceeding commenced againstit, or has made a general assignment for the benefit of creditors;          (3) an involuntary case or other proceeding has been commenced against the Company seekingliquidation, winding-up, reorganization or other relief with respect to it or its debts under anybankruptcy, insolvency, moratorium or other similar law now or hereafter in effect or seeking theappointment of a trustee, receiver, liquidator, custodian or other similar official of it or anysubstantial part of its property, and such involuntary case or other proceeding shall remainundismissed and unstayed for a period of sixty (60) days, or an order for relief has been enteredagainst the Company under the federal bankruptcy laws as now or hereafter in effect.          (b) Default Remedies. If one or more of the above Events of Default shall haveoccurred and be continuing, then, and in every such occurrence, Holder shall have all the rights,powers, remedies and privileges accorded to (i) a secured party by the Uniform Commercial Code (asin effect in the State of Delaware, as the case may be, in effect as of the date hereof and as maybe hereafter amended (the “UCC”), and (ii) a creditor under any other applicable law. In additionto the foregoing and not in limitation thereof, upon the occurrence of any Event of Default, Holdermay declare this Note to be, and this Note shall thereon become immediately due and payable,without any notice to the Company, the entire amount of this Note shall become immediately due andpayable; PROVIDED further, if any Event of Default has occurred and is continuing, and irrespectiveof whether this Note has been declared immediately due and payable hereunder, any Holder mayproceed to protect and enforce the rights of Holder by an action at law, suit in equity or otherappropriate proceeding, whether for the specific performance of any agreement contained this Note,or for an injunction against a violation of any of the terms hereof or thereof, or in aid of theexercise of any power granted hereby or thereby or by law or otherwise.
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**4.**     **USURY**     All agreements in this Note are expressly limited so that in no contingency or eventwhatsoever, whether by reason of advancement or acceleration of maturity of the obligationshereunder and thereunder, or otherwise, shall the amount paid or agreed to be paid hereunder orthereunder for the use, forbearance or detention of money exceed the highest lawful rate permittedunder applicable usury laws. If, from any circumstance whatsoever, fulfillment of any provision ofthis Note, at the time performance of such provision shall be due, shall involve transcending thelimit of validity prescribed by law which a court of competent jurisdiction may deem applicablehereto, then, ipsofacto, the obligation to be fulfilled shall be reduced to thelimit of such validity and if, from any circumstance whatsoever, Holder shall ever receive asinterest an amount which would exceed the highest lawful rate, the receipt of such excess shall bedeemed a mistake and shall be canceled automatically or, if theretofore paid, such excess shall beheld in trust by Holder for the benefit of the Company and shall be credited against the principalamount of this Note to which the same may lawfully be credited, and any portion of such excess notcapable of being so credited shall be rebated to the Company.**5.**     **MISCELLANEOUS**     (a) Modification of Note. This Note may not be modified without prior written consentof the Company and the Holder.     (b) Governing Law; Jurisdiction; Venue. This Note shall be deemed to be a contractmade under the laws of the State of Delaware, and for all purposes shall be governed by andconstrued in accordance with the laws of said State. The Company hereby submits to the exclusivejurisdiction of the courts of the state of Delaware for purposes of all legal proceedings arisingout of or relating to this Note. The Company irrevocably waives, to the fullest extent permitted bylaw, any objection which it may now or hereafter have to the laying of the venue of any suchproceeding brought in such a court and any claim that any such proceeding brought in such a courthas been brought in an inconvenient forum.     (c) Time of the Essence. Time is of the essence hereunder.     (d) Enforcement Costs. In the event that this Note is collected by law or throughattorneys at law, or under advice therefrom, Maker agrees to pay all reasonable costs of collectionand protection or enforcement of Holder’s security interest in the Collateral, including reasonableattorneys’ fees and paralegals’ fees, whether or not suit is brought, and whether incurred inconnection with collection, trial, appeal, bankruptcy or other creditors’ proceedings or otherwise.     (e) Remedies Cumulative. The remedies of Holder shall be cumulative and concurrent,and may be pursued singularly, successively or together, at the sole discretion of Holder, and maybe exercised as often as occasion therefor shall arise. No action or omission of Holder, includingspecifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemedto be a waiver or release of the same, such waiver or release to be effected only through a writtendocument executed by Holder and then only to the extent specifically recited therein. A waiver orrelease with reference to any one event shall not be construed as continuing or as constituting acourse of dealing, nor shall it be construed as a bar to, or as a waiver or release of, anysubsequent remedy as to a subsequent event.     (f) Waiver. The parties hereto, including all guarantors or endorsers, hereby waivepresentment, demand, notice, protest and all other demands and notices in connection with thedelivery, acceptance, performance and enforcement of this Note, except as specifically providedherein, and assent to extensions of the time of payment, or forbearance or other indulgence withoutnotice.
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     (g) Assignment. This Note is not transferable or assignable by Holder without theprior written consent of Maker except to an entity owned or controlled by Holder.     (h) Acceptance. Holder of this Note by acceptance of this Note agrees to be bound bythe provisions of this Note which are expressly binding on such Holder.     (i) Place of Execution, Delivery, Etc. This Note has been executed, delivered andshall at all times be held outside the State of Florida.     (j) Waiver of Jury Trial. MAKER AND HOLDER DO HEREBY KNOWINGLY VOLUNTARILY,INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN RESPECT OF ANYLITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OTHERDOCUMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR PARTY AND RELATED TO THIS TRANSACTION;THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR HOLDER TOACCEPT THIS NOTE.[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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     IN WITNESS WHEREOF, the Company has caused this Note to be executed in its name, and itscorporate seal to be hereunto affixed by its proper officers thereunder duly authorized.     Date: January 8, 2008            ODIMO INCORPORATED