OVERSTOCK.COM, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this ?Agreement?) is made as of __________  __, 20__, by and between Overstock.com, Inc., a Delaware corporation (the ?Company?), and ______________________ (?Indemnitee?).

RECITALS

A.            The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law.

B.            The Company?s Certificate of Incorporation and Bylaws, each as amended and in effect on the date hereof, permit the Company to indemnify its officers and directors to the maximum extent permitted under the Delaware General Corporation Law.

AGREEMENT

NOW, THEREFORE, in consideration for Indemnitee?s services as an officer or director of the Company and the mutual covenants and agreements set forth herein, the Company and Indemnitee hereby agree as follows:

1.             Indemnification.

(a)           Third Party Proceedings.  The Company shall indem­nify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding (including, but not limited to, any alternative dispute resolution mechanism), whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company, as provided in Section 1(b), below) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corpo­ra­tion, partnership, joint venture, trust or other enterprise, against expenses (including attorneys? fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reason­ably incurred by Indemnitee in defending such action, suit or proceeding (including, but not limited to, any alternative dispute resolution mechanism) if Indemnitee acted in good faith and in a manner Indem­nitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee?s conduct was unlawful.  The termina­tion of any action, suit or proceeding by judgment, order, settle­ment, conviction, or upon a plea of nolo contendere or its equiva­lent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that Indemnitee?s conduct was unlawful.

(b)           Action or Suit By or in the Right of the Company.  The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys? fees) and, to the fullest extent permitted by law, amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which Indem­nitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indem­nitee is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)           Mandatory Payment of Expenses.  To the extent that Indemnitee has been successful on the merits or otherwise (including, without limitation, a dismissal with prejudice) in defense of any action, suit or proceeding referred to in Subsec­tions (a) and (b) of this Section 1, or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys? fees) actually and reasonably incurred by Indemnitee in connection therewith.

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