0000891618-06-000273 Sample Contracts

Software License and Services Agreement
Software License and Services Agreement • June 29th, 2006 • Redenvelope Inc • Retail-miscellaneous shopping goods stores

This Software License and Services Agreement (“Agreement”) is made and entered into as of this 31st day of March, 2000, between BroadVision, Inc. (“BroadVision”) and Redenvelope (“Customer”)

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COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT
Collateral Assignment of License Agreement • June 29th, 2006 • Redenvelope Inc • Retail-miscellaneous shopping goods stores • Massachusetts

THIS COLLATERAL ASSIGNMENT OF LICENSE AGREEMENT (this “Assignment”), dated as of June 26, 2006, is by and between RedEnvelope, Inc., a Delaware corporation (the “Assignor”), and Wells Fargo Retail Finance, LLC, as Lender (as defined in the Loan Agreement defined below) (hereinafter referred to as “Assignee”).

LOAN AND SECURITY AGREEMENT WELLS FARGO RETAIL FINANCE, LLC The Lender REDENVELOPE, INC. The Borrower June 26, 2006
Loan and Security Agreement • June 29th, 2006 • Redenvelope Inc • Retail-miscellaneous shopping goods stores • Massachusetts

WELLS FARGO RETAIL FINANCE, LLC (in such capacity, herein the “Lender”), a Delaware limited liability company with offices at One Boston Place — 19th Floor, Boston, Massachusetts 02108;

Re: Separation Agreement and General Release
Redenvelope Inc • June 29th, 2006 • Retail-miscellaneous shopping goods stores

This letter, upon your signature, will constitute the agreement (hereafter “Agreement”) between you and RedEnvelope, Inc. (“Company”) on the terms of your separation from employment with the Company.

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • June 29th, 2006 • Redenvelope Inc • Retail-miscellaneous shopping goods stores

This Separation Agreement and General Release (“Agreement”) is made and entered into by and between Kristine Dang (hereinafter referred to as “Employee”) and RedEnvelope Inc., its predecessors, successors, subsidiaries, related companies and affiliates (hereinafter referred to as the “Company”).

June 26, 2006 Wells Fargo Retail Finance, LLC One Boston Place, 19th Floor Boston, Massachusetts 02109 Ladies and Gentlemen:
Redenvelope Inc • June 29th, 2006 • Retail-miscellaneous shopping goods stores

Reference is hereby made to a certain Loan and Security Agreement (as such may be amended hereafter, the “Loan Agreement”) dated June 26, 2006 by and between Wells Fargo Retail Finance, LLC (the “Lender”), and RedEnvelope, Inc., as borrower (the “Borrower”). This letter is the “Fee Letter” referred to in the Loan Agreement. All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Loan Agreement.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • June 29th, 2006 • Redenvelope Inc • Retail-miscellaneous shopping goods stores • Massachusetts

INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) dated as of June 26, 2006 by and between REDENVELOPE, INC., a Delaware corporation (the “Grantor”) with its principal executive offices at 149 Montgomery Street, San Francisco California 94105, and WELLS FARGO RETAIL FINANCE, LLC, a Delaware limited liability company (the “Lender”) with offices at One Boston Place — 19th Floor, Boston, Massachusetts, in consideration of the mutual covenants contained herein and benefits to be derived herefrom.

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