**EXHIBIT 10.17****TERMINATION AGREEMENT**     THISTERMINATION AGREEMENT (the “Agreement”) is entered intothis 29th day ofMarch 2006 by and between Odimo Incorporated, a Delaware corporation (the “Company”), andSDG Marketing, Inc., a British Virgin Island corporation (“SDG”).**RECITALS**     WHEREAS, the Company and SDG are parties to that certain Supply Agreement dated as of March30, 2004 (the “Supply Agreement”) pursuant to which SDG agreed to sell diamonds and jewelry to theCompany upon the terms and conditions contained therein; and     WHEREAS, the Company and SDG desire to terminate the Supply Agreement upon the terms andsubject to the conditions contained in this Agreement.     NOW THEREFORE, in consideration of the mutual promises and undertakings set forth in thisAgreement, the parties, intending to be legally bound, agree as follows:**1. TERMINATION OF SUPPLY AGREEMENT.**Effective as of the date hereof, the Supply Agreement and therespective rights and obligations of the parties thereunder are hereby terminated, cancelled and ofno further force or effect.**2. RETURN OF INVENTORY; RISK OF LOSS ON RETURNED INVENTORY; RELEASE**     **2.1 Return of Inventory.**Immediately upon execution of this Agreement, the Company shallreturn to SDG the Loose Diamonds previously delivered to the Company by SDG and such otherdiamonds listed on Exhibit A hereto. For purposes of this Agreement, “Loose Diamonds”shall mean loose stone diamonds accompanied by a GIA certificate and supplied by SDG.     **2.2 Risk of Loss**. Risk of loss to the Loose Diamonds shall pass to SDG upon delivery thereofto SDG, except such loss or damage resulting from any negligent act of the Company or its agents.If requested by SDG, the Company shall provide SDG with a certificate of insurance naming SDG asloss payee on any insurance policy covering the Loose Diamonds whereby any losses shall be paid toSDG and the Company as their interest may appear.     **2.3 Release**.          (a) In consideration of each party’s mutual release and the performance of all duties andobligations imposed hereunder, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, SDG, its predecessors, successors, officers,directors, current and former employees, agents, representatives, heirs, attorneys, and assigns,and the Company, its predecessors, successors, officers, directors, current and former employees,agents, representatives, heirs, attorneys, and assigns, hereby completely release and foreverdischarge each other and each party’s past, present, and future officers, directors, shareholders,employees, attorneys, principals, agents, servants, representatives, subsidiaries, parents, relatedentities, affiliates, partners, predecessors, successors-in-interest, heirs, assigns, and all otherpersons, corporations, or other entities with whom any of the parties’ have now or may hereafter beaffiliated, of and from any and all claims, demands, obligations, actions, causes of actions,orders, judgments, rights, damages, costs, attorneys’ fees, losses of services, expenses, profits,or compensation, whether based on a tort, contract, contribution, indemnification, or any othertheory of recovery, and whether for compensatory, statutory, punitive, or other damages, whicheither
 

 
party now has or may have against the other party relating to any claim, obligation, or rightin any way relating to, in whole or in part, the Supply Agreement, but excluding any claims underthis Agreement and any claims relating to amounts owed by the Company to SDG or its affiliatesunder the Supply Agreement or this Agreement. This mutual release by each party shall be a bindingand complete settlement, to be conducted in accordance with the executory provisions of thisAgreement.          (b) Each party hereto hereby irrevocably covenants to refrain from, directly or indirectly,asserting any claim or demand, or commencing, instituting or causing to be commenced, anyproceeding of any kind against the other released party, based upon any matter purported to bereleased hereby.**3. NEW SUPPLY ARRANGEMENT**. From time to time, subject to the agreement of the parties, the Companywill post diamonds from SDG’s inventory on its websites for sale to consumers.**4. REPRESENTATIONS & WARRANTIES.**The Company and SDG each represents and warrants to the otherthat such party has the full power and authority to enter into this Agreement without the joinderor approval of any other person or entity and that the person executing this Agreement on behalf ofsuch party was duly authorized to do so.**5. MISCELLANEOUS.**     **4.1 Governing Law**. This Agreement shall be governed in all respects by the laws of the Stateof New York without regard to principles of conflict of laws.     **4.2 Severability**. If any provision of this Agreement is held invalid or unenforceable by anycourt of competent jurisdiction, the other provisions of this Agreement will remain in full forceand effect. Any provision of this Agreement held invalid or unenforceable only in part or degreewill remain in full force and effect to the extent not held invalid or unenforceable.     **4.3 Amendment**. This Agreement may not be changed except in a writing signed by the partieshereto.     **4.4 Gender**. All words used in this Agreement will be construed to be of such gender ornumber, as the circumstances require.     **4.5 Notices**. All notices required or permitted hereunder shall be in writing and shall bedeemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent byconfirmed telex or facsimile if sent during normal business hours of the recipient, if not, then onthe next business day; (iii) five (5) days after having been sent by registered or certified mail,return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationallyrecognized overnight courier, specifying next day delivery, with written verification of receipt.All communications shall be sent to the parties at the address set forth on the signature pagehereto or at such other address as the parties may designate.     **4.6 Counterparts**. This Agreement may be executed in any number of counterparts, each of whichshall be an original, but all of which together shall constitute one instrument.
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     **4.7 Expenses**. The Company and SDG shall each pay its respective costs and expenses that theyincur with respect to the negotiation, execution, delivery and performance of this Agreement andall of the transactions contemplated herein.     **4.8 Specific Enforcement**. Any party shall be entitled to specific enforcement of its rightsunder this Agreement. Each party acknowledges that money damages would be an inadequate remedy forits breach of this Agreement and consents to an action for specific performance or other injunctiverelief in the event of any such breach.     **4.9 Further Assurances**. The parties agree to perform any acts and/or execute any documents,including without limitation, executing, amending or supplementing any instrument to be executedhereunder, as may be reasonable requested by the other party in order to effect the purposes ofthis Agreement.     **4.10 Attorneys’ Fees**. If any action at law or in equity is necessary to enforce or interpretthe terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,costs and necessary disbursements in addition to any other relief to which such party may beentitled.     **4.11 Entire Agreement**. This Agreement (including the exhibits hereto) constitutes the entireagreement between the parties with respect to the subject matter hereof, and supercedes all priornegotiations, understandings, agreements, correspondence and statements, both oral and written,including without limitation, the Supply Agreement.
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     **IN WITNESS WHEREOF,**the parties hereto have executed this Agreement as of the date set forthin the first paragraph hereof.   **ODIMO INCORPORATED,** **SDG MARKETING, INC.**a Delaware corporation a British Virgin Islands corporation   By: /s/ Alan Lipton By: /s/ Pavlo Protopapa   Name: Alan Lipton Name: Pavlo ProtopapaTitle: President Title: Attorney in Fact
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