**Exhibit 10.15**

**FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT**

**THIS FOURTH AMENDMENT TO LOAN AND SECURITYAGREEMENT** (this “Amendment”), dated as of November 1, 2005, is entered into by and among **SHARPER IMAGE CORPORATION,**a Delaware corporation (“Borrower”), each of the lenders that is a signatory to this Amendment(together with its successors and permitted assigns, individually, “Lender” and, collectively, “Lenders”), and **WELLS FARGO RETAIL FINANCE, LLC,**a Delaware limited liability company, as the arranger and administrative agentfor the Lenders (in such capacity, together with its successors, if any, in such capacity, “Agent” and together with the Lenders, collectively, the “Lender Group”), in light of the following: 

**WHEREAS,**Borrower and the Lender Group are parties to that certain Loan and Security Agreement, dated as of October 31, 2003 (as amended,restated, supplemented, or modified from time to time, the “Loan Agreement”); 

**WHEREAS,**Borrower has requested that theLoan Agreement be amended as set forth herein; and 

**WHEREAS,**subject to the satisfaction of the conditions set forth herein, theLender Group is willing to so consent to the amendment of the Loan Agreement. 

**NOW, THEREFORE,**for good and valuable consideration,the receipt and adequacy of which are hereby acknowledged, and upon the terms and conditions set forth herein, the parties hereby agree as follows: 

**SECTION 1. RELATION TO THE LOAN AGREEMENT; DEFINITIONS.**

**1.1 Relation to Loan Agreement.** ThisAmendment constitutes an integral part of the Loan Agreement and shall be deemed to be a Loan Document for all purposes. Upon the effectiveness of this Amendment, on and after the date hereof each reference in the Loan Agreement to “thisAgreement,” “hereunder,” “hereof,” or words of like import referring to the Loan Agreement, and each reference in the other Loan Documents to “the Loan Agreement,” “thereunder,” “thereof” orwords of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement as amended hereby. 

**1.2 Capitalized Terms.** Capitalized terms used herein without definition shall have the meanings specified in the Loan Agreement. 

**SECTION 2. AMENDMENT TO LOAN AGREEMENT.**

**2.1 Amendments toSection 1.1.**The definition of “Borrowing Base Availability” in Section 1.1 of the Loan Agreement is hereby amended to add the following new proviso immediately at the end thereof: “provided, however,solely for the purposes of calculating Borrowing Base Availability for purposes of the definition of Triggering Period for the period from September 1st through December 15th of any year, the amount, if any, by which the Borrowing Baseexceeds the Maximum Revolver Amount may be included for purposes of determining Borrowing Base Availability in an amount not to exceed $10,000,000.” 

**2.2****Amendments to Section 7.18.**Clause (a)(i) ofSection 7.18 of the Loan Agreement is hereby amended and restated in its entirety as follows: 

**“Minimum EBITDA.**EBITDA, measured on a month-end basis with respect to the 12-month period then ended, of at least $25,000,000.” 

**SECTION 3.REPRESENTATIONS AND WARRANTIES.**

**3.1 Representations and warranties.**

Borrower hereby represents and warrants to the Lender Group that: 

(a) It has the requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under theLoan Documents to which it is a party. The execution, delivery, and performance by it of this Amendment and the performance by it of each Loan Document to which it is a party (i) have been duly approved by all necessary action and no otherproceedings are necessary to consummate such transactions; and (ii) are not in contravention of (A) any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court or Governmental Authoritybinding on it, (B) the terms of its organizational documents, or (C) any provision of any material contract or undertaking to which it is a party or by which any of its properties may be bound or affected; 

(b) This Amendment has been duly executed and delivered by Borrower. This Amendment and each Loan Document to which Borrower is party arethe legal, valid and binding obligation of Borrower, enforceable against such Borrower in accordance with its terms, and is in full force and effect except as such validity and enforceability is limited by the laws of insolvency and bankruptcy, lawsaffecting creditors’ rights and principles of equity applicable hereto; 

(c) No injunction, writ, restraining order, orother order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against Borrower or any member of the Lender Group;

(d) No Default or Event of Default has occurred and is continuing on the date hereof or as of the date of the effectivenessof this Amendment; and 

(e) The representations and warranties in the Loan Agreement and the other Loan Documents are trueand correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date). 

 

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**SECTION 4. MISCELLANEOUS.**

**4.1 Conditions to Effectiveness.**The satisfaction of each of the following shall constitute conditions precedent to theeffectiveness of this Amendment and each and every provision hereof: 

(a) The representations and warranties in the LoanAgreement and the other Loan Documents shall be true and correct in all respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); 

(b) No Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness ofthis Amendment; 

(c) The Borrower, the Agent and each member of the Lender Group shall have delivered an executed copy ofthis Amendment to Agent; and 

(d) No injunction, writ, restraining order, or other order of any nature prohibiting, directlyor indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower or the Lender Group. 

**4.2 Entire Amendment; Effect of Amendment.**This Amendment, and terms and provisions hereof, constitute the entire agreementamong the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except for the amendments to the Loan Agreement expressly set forth in Section 2hereof, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. The execution, delivery, and performance of this Amendment shall not operate as a waiver of or, except as expressly set forth herein, as anamendment of, any right, power, or remedy of the Lender Group as in effect prior to the date hereof. The amendments and other agreements set forth herein are limited to the specifics hereof, shall not apply with respect to any facts or occurrencesother than those on which the same are based, shall not excuse future non-compliance with the Loan Agreement, and shall not operate as a consent to any further or other matter, under the Loan Documents. To the extent any terms or provisions of thisAmendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This Amendment is a Loan Document. 

**4.3 Counterparts; Telefacsimile.**This Amendment may be executed in any number of counterparts, all of which taken togethershall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile shall be equally as effective as deliveryof an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an originalexecuted counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. 

 

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**4.4 Fees, Costs and Expenses.** Borrower agrees to pay on demand allreasonable fees, costs and expenses in connection with the preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder, including, withoutlimitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent with respect thereto and with respect to advising the Agent as to their rights and responsibilities hereunder and thereunder. 

**4.5 Cross-References.** References in this Amendment to any Section are, unless otherwise specified, to such Section of thisAmendment. 

**4.6 Successors and Assigns.** This Amendment shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns. 

**4.7 GOVERNING LAW.** THIS AMENDMENT SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES. 

[signature page follows] 

 

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the datefirst written above. 

 
**SHARPER IMAGE CORPORATION,**
a Delaware corporation

By:
 
/S/    JEFFREY P.FORGAN

Title:
 
EVP, Chief Financial Officer
**WELLS FARGO RETAIL FINANCE, LLC,**a Delaware limited liability company, as Agent and as a Lender
By:
 
/S/    LYNNWHITMORE

Title:
 
Vice-President

***[Signature Page to Fourth Amendment]***

 

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