INDEMNIFICATION AGREEMENT

<PAGE>

EXHIBIT 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the "AGREEMENT") is entered into as of

_______ __, 2005, by and among Ritz Interactive, Inc., a Delaware corporation

(the "COMPANY") and the undersigned party (the "INDEMNITEE").

RECITALS

A. Indemnitee, as an officer and/or director of the Company, performs

valuable services in such capacity for the Company.

B. In order to induce the Indemnitee to continue to serve as a director

and/or an officer of the Company, the Company has determined and agreed to

enter into this contract with the Indemnitee.

NOW, THEREFORE, in consideration of the Indemnitee's continued service as

an officer and/or director after the date hereof, the parties hereto agree as

follows:

1. Indemnification.

a. Indemnification of Expenses. The Company shall indemnify and hold

harmless the Indemnitee (including the Indemnitee's spouse, heirs,

estate, executor or personal or legal representatives) and each

person who controls the Indemnitee or who may be liable within the

meaning of Section 15 of the Securities Act of 1933, as amended (the

"SECURITIES ACT"), or Section 20 of the Securities Exchange Act of

1934, as amended (the "EXCHANGE ACT"), to the fullest extent

permitted by law, if the Indemnitee was or is or becomes a party to

or witness or other participant in, or is threatened to be made a

party to or witness or other participant in, any threatened, pending

or completed action, suit, proceeding or alternative dispute

resolution mechanism, or any hearing, inquiry or investigation that

the Indemnitee believes might lead to the institution of any such

action, suit, proceeding or alternative dispute resolution

mechanism, whether civil, criminal, administrative, investigative or

other (hereinafter a "CLAIM") by reason of (or arising in part out

of) any event or occurrence related to the fact that the Indemnitee

is or was a director, officer, employee, controlling person, agent

or fiduciary of the Company, or any direct or indirect subsidiary of

the Company or any direct or indirect parent of the Company, or is

or was serving at the request of the Company as a director, officer,

employee, controlling person, agent or fiduciary of another

corporation, partnership, joint venture, trust or other enterprise,

or by reason of any action or inaction on the part of the Indemnitee

while serving in such capacity including, without limitation, any

and all losses, claims, damages, expenses and liabilities, joint or

several (including any investigation, legal and other expenses

incurred in connection with, and any amount paid in settlement of,

any action, suit, proceeding or any claim asserted) under the

Securities Act, the Exchange Act or other federal or state statutory

law or regulation, at common law or otherwise, that relate directly

or indirectly to the registration, purchase, sale or ownership of

any securities of the Company or to any fiduciary obligation owed

<PAGE>

with respect thereto (hereinafter an "INDEMNIFICATION EVENT")

against any and all expenses (including attorneys' fees and all

other costs, expenses and obligations incurred in connection with

investigating, defending, serving as a witness in or participating

in (including on appeal), or preparing to defend, be a witness in or

participate in, any such action, suit, proceeding, alternative

dispute resolution mechanism, hearing, inquiry or investigation),

judgments, fines, penalties and amounts paid in settlement (if such

settlement is approved in advance by the Company, which approval

shall not be unreasonably withheld or delayed) of such Claim, and

any federal, state, local or foreign taxes imposed on the Indemnitee

as a result of the actual or deemed receipt of any payments under

this Agreement, and all interest, assessments and other charges paid

or payable thereon or in respect thereto (collectively, hereinafter

"EXPENSES"). Except as set forth below in SECTION 1(b), such payment

of Expenses shall be made by the Company as soon as practicable but

in any event no later than five (5) days after written demand by the

Indemnitee therefor is presented to the Company.

b. Reviewing Party. Notwithstanding the foregoing, (i) the obligations

of the Company under SECTION 1(a) and SECTION 2(a) shall be subject

to the condition that the Reviewing Party (as described in SECTION

10(e) hereof) shall not have determined (in a written opinion, in

any case in which the Independent Legal Counsel referred to in

SECTION 10(d) hereof is involved) that the Indemnitee would not be

permitted to be indemnified under the terms of this Agreement or

applicable law and communicates this in writing to the Indemnitee,

and (ii) the Indemnitee acknowledges and agrees that the obligation

of the Company to make an advance payment of Expenses to the

Indemnitee pursuant to SECTION 1(a) and SECTION 2(a) (an "EXPENSE

ADVANCE") shall be subject to the condition that, if, when and to

the extent that the Reviewing Party determines that the Indemnitee

would not be permitted to be so indemnified under applicable law,

the Company shall be entitled to be reimbursed by the Indemnitee

(who hereby agrees to reimburse the Company) for all such amounts

theretofore paid; provided, however, that if the Indemnitee has

commenced or thereafter commences legal proceedings in a court of

competent jurisdiction to secure a determination that the Indemnitee

should be indemnified under applicable law, any determination made

by the Reviewing Party that the Indemnitee would not be permitted to

be indemnified under applicable law shall not be binding and the

Indemnitee shall not be required to reimburse the Company for any

Expense Advance until a final judicial determination is made with

respect thereto (as to which all rights of appeal therefrom have

been exhausted or lapsed). The Indemnitee's obligation to reimburse

the Company for any Expense Advance shall be unsecured and no

interest shall be charged thereon.

If there has not been a Change in Control (as defined in SECTION

10(c) hereof), the Reviewing Party shall be selected by the Board of

Directors or similar governing body of the Company, and if there has

been such a Change in Control (other than a Change in Control that

has been approved by a majority of the Company's Board of Directors

or similar governing body who were in office immediately

2

<PAGE>

prior to such Change in Control), the Reviewing Party shall be the

Independent Legal Counsel referred to in SECTION 10(d) hereof.

If there has been no determination by the Reviewing Party within

thirty (30) days after a written demand for indemnification has been

presented to the Company by the Indemnitee or if the Reviewing Party

determines that the Indemnitee substantively would not be permitted

to be indemnified in whole or in part under the terms of this

Agreement or applicable law and the Reviewing Party notifies the

Indemnitee in writing of such determination, then the Indemnitee

shall have the right to commence litigation seeking an initial

determination by the court or challenging any such determination by

the Reviewing Party or any aspect thereof, including the legal or

factual bases therefor, and the Company hereby consents to service

of process and to appear in any such proceeding.

Any determination by the Reviewing Party otherwise shall be

conclusive and binding on the Company and the Indemnitee.

c. Contribution. If the indemnification provided for in SECTION 1(a)

above for any reason is held by a court of competent jurisdiction to

be unavailable to the Indemnitee in respect of any losses, claims,

damages, expenses or liabilities referred to therein, then the

Company, in lieu of indemnifying the Indemnitee thereunder, shall

contribute to the amount paid or payable by the Indemnitee as a

result of such losses, claims, damages, expenses or liabilities (i)

in such proportion as is appropriate to reflect the relative

benefits received by the Company and the Indemnitee, or (ii) if the

allocation provided by CLAUSE (i) above is not permitted by

applicable law, in such proportion as is appropriate to reflect not

only the relative benefits referred to in CLAUSE (i) above but also

the relative fault of the Company and the Indemnitee in connection

with the action or inaction that resulted in such losses, claims,

damages, expenses or liabilities, as well as any other relevant

equitable considerations. In connection with any registration of the

Company's securities, the relative benefits received by the Company

and the Indemnitee shall be deemed to be in the same respective

proportions that the net proceeds from the offering (before

deducting expenses) received by the Company and the Indemnitee, in

each case as set forth in the table on the cover page of the

applicable prospectus, bear to the aggregate public offering price

of the securities so offered. The relative fault of the Company and

the Indemnitee shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material

fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company or the Indemnitee and

the parties' relative intent, knowledge, access to information and

opportunity to correct or prevent such statement or omission.

The Company and the Indemnitee agree that it would not be just and

equitable if contribution pursuant to this SECTION 1(c) were

determined by pro rata or per capita allocation or by any other

method of allocation that does not take account of the equitable

considerations referred to in the immediately preceding paragraph.

In connection with any registration of the Company's securities, in

no

3

<PAGE>

event shall the Indemnitee be required to contribute any amount

under this SECTION 1(c) in excess of the lesser of: (i) that

proportion of the total of such losses, claims, damages or

liabilities that are indemnified against, equal to the proportion of

the total securities sold under such registration statement that is

being sold by the Indemnitee or (ii) the proceeds received by the

Indemnitee from its sale of securities under such registration

statement. No person found guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be

entitled to contribution from any person who was not found guilty of

such fraudulent misrepresentation.

d. Survival Regardless of Investigation. The indemnification and

contribution provided for in this SECTION 1 will remain in full

force and effect regardless of any investigation made by or on

behalf of the Indemnitee or the spouse, estate, heirs or personal or

legal representative of the Indemnitee.

e. Change in Control. The Company agrees that if there is a Change in

Control of the Company (other than a Change in Control that has been

approved by a majority of the Company's Board of Directors or

similar governing body who were in office immediately prior to such

Change in Control) then, with respect to all matters thereafter

arising concerning the rights of the Indemnitee to payments of

Expenses under this Agreement or any other agreement or under the

Company's charter documents as now or hereafter in effect,

Independent Legal Counsel (as defined in SECTION 10(d) hereof) shall

be selected by the Indemnitee and approved by the Company (which

approval shall not be unreasonably withheld or delayed). Such

counsel, among other things, shall, within thirty (30) days after a

written demand for indemnification has been presented to the Company

by the Indemnitee, render its written opinion to the Company and the

Indemnitee as to whether and to what extent the Indemnitee would be

permitted to be indemnified under the terms of this Agreement or

applicable law. The Company agrees to abide by such opinion and to

pay the reasonable fees of the Independent Legal Counsel referred to

above and to fully indemnify such counsel against any and all

expenses (including attorneys' fees), claims, liabilities and

damages arising out of or relating to this Agreement or its

engagement pursuant hereto.

f. Mandatory Payment of Expenses. Notwithstanding any other provision

of this Agreement, to the extent that the Indemnitee has been

successful on the merits or otherwise, including, without

limitation, the dismissal of an action without prejudice, in the

defense of any action, suit, proceeding, inquiry or investigation

referred to in SECTION 1(a) hereof or in the defense of any claim,

issue or matter therein, the Indemnitee shall be indemnified against

all Expenses incurred by the Indemnitee in connection herewith.

2. Expenses; Indemnification Procedure.

a. Advancement of Expenses. Subject to SECTION 1(b), the Company shall

advance all Expenses incurred by the Indemnitee as soon as

practicable but in any event no

4

<PAGE>

later than five (5) days after written demand by the Indemnitee

therefor to the Company.

b. Notice/Cooperation by the Indemnitee. The Indemnitee shall give the

Company notice in writing as soon as practicable of any Claim made

against the Indemnitee for which indemnification will or could be

sought under this Agreement. Notice to the Company shall be directed

to the Chief Executive Officer of the Company (the "CEO") at the

Company's address (or such other address as the Company shall

designate in writing to the Indemnitee). The CEO shall, promptly

upon receipt of such a request for indemnification, advise the

Company's Board of Directors in writing that Indemnitee has

requested indemnification. In addition, Indemnitee shall give the

Company such information and cooperation as it may reasonably

require and as shall be within Indemnitee's power. The omission to

so notify the Company will not relieve it from any liability which

it may have to Indemnitee other than under this Agreement

c. No Presumptions; Burden of Proof. For purposes of this Agreement,

the termination of any Claim by judgment, order, settlement (whether

with or without court approval) or conviction, or upon a plea of

nolo contendere, or its equivalent, shall not create a presumption

that the Indemnitee did not meet any particular standard of conduct

or have any particular belief or that a court has determined that

indemnification is not permitted by applicable law. In addition,<