NOTE PURCHASE AGREEMENT,
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT, AND
FIRST AMENDMENT TO SUB-SUBLEASE AGREEMENT

This Note Purchase Agreement, First Amendment to Stock Purchase Agreement and First Amendment to Sub-Sublease Agreement (this " Agreement "), dated as of January     , 2009, is entered into by and among Overstock.com, Inc., a Delaware corporation (" Seller "), Mountain Reservations, Inc. (f/k/a OTravel.com, Inc.), a Utah corporation (the " Company ") and Castles Travel, Inc., a Delaware corporation (" Buyer ").  Seller, the Company and Buyer are referred to herein individually as a " Party " and collectively as the " Parties ".  Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).

WHEREAS, the Parties have entered into a Stock Purchase Agreement dated as of April 25, 2007 (the " Purchase Agreement ");

WHEREAS, pursuant to Section 1.5(b)(ii) of the Purchase Agreement, Buyer issued to Seller the Junior Seller Note, with an initial principal amount of $3,000,000, and the Senior Seller Note, with an initial principal amount of $3,000,000, each dated as of April 25, 2007 (collectively, the " Seller Notes ");

WHEREAS, in connection with the Senior Seller Note, Buyer and Seller entered into a Pledge Agreement dated as of April 25, 2007 (the " Pledge Agreement "), whereby Buyer pledged to Seller and granted Seller a security interest in all of the issued and outstanding capital stock of the Company (the " Pledged Stock ");

WHEREAS, the Parties desire to enter into this Agreement to provide for the sale to Buyer of the Seller Notes in exchange for the consideration described herein;

WHEREAS, in accordance with Section 9.3 of the Purchase Agreement, the Parties desire to amend the Purchase Agreement as set forth herein; and

WHEREAS, the Company and Seller have entered into a Sub-Sublease Agreement dated as of January 30, 2008 (the " Sub-Sublease Agreement "), and desire to amend the Sub-Sublease Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:

1.                                       Note Purchase Agreement.

(a)                                   Purchase and Sale of Seller Notes; Termination of the Pledge Agreement .  Seller hereby sells to Buyer, and Buyer hereby purchases from Seller, all right, title and interest in the Seller Notes (including all rights to receive payment of any unpaid principal and/or accrued interest thereunder) (the "Purchase of Seller Notes") in exchange for a cash payment of $1,250,000 (the "Note Purchase Price").  As a result of the Purchase of Seller Notes, and conditioned upon receipt by Seller of

the Purchase Price as specified in Section 1(b) below, Buyer and Seller hereby agree that (i) the Seller Notes are hereby cancelled and that neither Seller nor any other Person have any further rights thereunder and (ii) the Pledge Agreement is hereby terminated and cancelled with no further action required from any Party or other Person.

(b)                                  Payment of the Note Purchase Price .  On the date hereof, Buyer shall make a payment to Seller by wire transfer, or delivery of other immediately available funds, in an amount equal to the Note Purchase Price to an account designated by Seller.

(c)                                   Delivery to Buyer of each Seller Note and Stock Certificate(s) .  Within a reasonable time after the date hereof, Seller shall deliver to Buyer (i) the Junior Seller Note and the Senior Seller Note for cancellation and (ii) the stock certificate(s) representing the Pledged Stock, together with any duly executed forms of assignment or stock powers held by Seller in connection therewith.

2.                                       Amendment to Purchase Agreement.  Subject to the terms and conditions of this Agreement, effective as of Closing, the Purchase Agreement shall be amended as follows:

(a)                                   Section 6.3(a) .  The phrase "on and after the Closing until the fifth anniversary of the Closing Date (the "Restricted Period")" set forth in Section 6.3(a) of the Purchase Agreement is hereby amended and restated in its entirety to the following:

"on and after the Closing until January     , 2009 (the " Restricted Period ")"

(b)                                  Section 6.3(d) .  Section 6.3(d) of the Purchase Agreement is hereby amended and restated in its entirety to the following:

"Seller hereby covenants and agrees that on and after the Closing until the fifth anniversary of the Closing Date, Seller and its Affiliates (including any company or other entity controlled by or under common control with Seller (whether currently existing or hereafter acquired or formed)) shall not, directly or indirectly, (i) solicit or induce, or attempt to solicit or induce, any employee of the Company or of any of the Company’s Subsidiaries to leave the employ of the Company or any of its Affiliates for any reason whatsoever, (ii) hire or employ any employee of the Company or of any of the Company’s Subsidiaries, or (iii) without the prior written consent of Buyer, employ any employee of the Company or of any of the Company’s Subsidiaries within one year of such Company employee leaving the employment of the Company or any of the Company’s Subsidiaries; provided however that Seller will be deemed not to have violated this clause merely as a result of publishing a solicitation of general circulation."

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(c)                                   No Other Amendments .  Except as expressly modified herein, the Purchase Agreement shall remain in full force and effect in accordance with its terms.

3.             Amendment to Sub-Sublease Agreement.   Subject to the terms and conditions of this Agreement, effective as of Closing, the Sub-Sublease Agreement shall be amended as follows:

(a)                                   Section 4 .  Section 4 of the Sub-Sublease Agreement is hereby amended and restated in its entirety as follows:

" Base Rental.   Tenant agrees to pay directly to Landlord the monthly Base Rental in advance on the first of every month, without previous demand therefore and without set-off, abatement, credit, deduction or claim of offset, on the first day of each and every calendar month during the Term (the "Due Date") pursuant to the following schedule: