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Florida-Sunrise-14001 NW 4th Street Lease [Amendment] - MDR Fitness Corp. and Inc.

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         This lease amendment and extension agreement is made on January 6,
2003, by MDR FITNESS CORP., whose address is 14101 NW 4th St., in Sunrise,
Broward County, Florida (referred to in this instrument as "Landlord"), and
DIAMONDDEPOT.COM, INC., whose address is 14001 NW 4th St., in Sunrise, Broward
County, Florida ("Tenant").


         Pursuant to the lease dated December 14, 1999 ("Lease"), Tenant let
from Landlord 20,500 square feet of net rentable area in the building located at
14001 NW 4th St., Sunrise, Broward County, Florida (the "Premises"), and more
specifically described in the Lease, for a term which expires on December 31,
2004 (the "Lease Termination Date").

         Landlord and Tenant desire to extend the Lease for a term of one (1)
year from the Lease Termination Date.

         Therefore, in consideration of the mutual promises contained in this
lease amendment and extension agreement, the parties agree as follows:

                                   SECTION ONE

         This lease amendment and extension agreement shall be construed in
conjunction with the Lease and, except as amended by this instrument, all of the
terms, covenants, and conditions of the Lease shall remain in full force and
effect and are ratified and confirmed by this instrument.

                                   SECTION TWO
                                  DEFINED TERMS

         All terms used in this lease amendment and extension agreement shall
have the meanings ascribed to them in the Lease unless otherwise defined in this

                                  SECTION THREE
                                   LEASE TERM

         The term of the letting of the Premises shall be extended to and shall
terminate on December 31, 2005.


                                  SECTION FOUR
                                    BASE RENT

         Tenant shall pay one half of the 2003 Base Rent in the amount of
$143,542.63, in advance, due on January 8, 2003.

         Beginning on July 1, 2003, Tenant shall pay the remainder of the 2003
Base Rent in equal monthly installments, in advance on the first day of each
month in the manner provided in the Lease. Tenant shall pay the 2004 and 2005
Base Rents in equal monthly installments, in advance on the first day of each
month in the manner provided in the Lease.

         The 2005 Base Rent shall not be adjusted for changes in the cost of

                                  SECTION FIVE
                                 ADDITIONAL RENT

         Tenant shall make payments with respect to real estate taxes, sales
tax, operating expenses, insurance, and other additional rent, if any, in the
manner provided in the Lease.

         In witness, Landlord and Tenant duly executed this lease amendment and
extension agreement, as of the day and year written above.

LANDLORD:  MDR FITNESS CORP.                   Witnesses:

By: /s/ Pat Riley
    ------------------------------          -----------------------------------
Name:                                       Print Name:
                                            Print Name:

TENANT: ODIMO INCORPORATED                  Witnesses:

By: /s/ Alan Lipton
    ------------------------------          -----------------------------------
Name: Alan Lipton                           Print Name:
Title: President
                                            Print Name:


Base rent including CPI                                     $287,085.26

One-half of base rent                                       $143,542.63
2002 RE Tax                                                   45,512.11
2002 CAM                                                       4,659.83
2002 Property Insurance                                       16,382.90
2002 Flood Insurance                                             479.00

Subtotal due on 1/10/03                                      210,576.47
Sales tax                                                     12,634.59
TOTAL DUE ON 1/10/03                                        $223,211.06

One-half of base rent                                       $143,542.63
Sales tax                                                      8,612.56
Total due on lease                                          $152,155.19

Monthly payment beginning 7/11/03                           $ 25,359.20