8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 7, 2010

Banks.com, Inc.

(Exact Name of Registrant as Specified in Charter)

Florida	001-33074	59-3234205
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 Kearny Street, Suite 550

San Francisco, CA 94108

(Address of Principal Executive Offices, including Zip Code)

(415) 962-9700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into Material Definitive Agreement.

Effective December 7, 2010, Banks.com, Inc., a Florida corporation (the “Company”) entered into a sale-leaseback arrangement with Domain Capital, LLC, consisting of an agreement (the “Assignment Agreement”) to assign its domain name, Banks.com (the “Domain”), to Domain Capital in exchange for $600,000 in cash and a Lease Agreement (the “Lease Agreement”) to lease back the Domain from Domain Capital for a five year term. At the same time, the parties also entered into an Exclusive Option to Purchase (the “Option”) whereby Domain Capital granted the Company an option to purchase the Domain for a nominal amount at the end of the lease. The Company anticipates utilizing the proceeds for working capital needs, and to fund a small tax services related acquisition.

The Lease Agreement was effective as of the close of the assignment of the Domain and provides for monthly rent payments of $14,273.96. The Lease Agreement provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Lease Agreement within certain specified periods of time, and events of bankruptcy, insolvency and reorganization. The Company may pre-pay the balance of the lease payments at any time by paying to Domain Capital the pre-payment amount as described in the Lease Agreement, provided that if certain events of default have occurred and are continuing, the Company must exercise its right to pre-pay within 15 days following its receipt of notice of such default from Domain Capital and must also pay any then outstanding lease payments (the “Prepayment Option”). The Company agreed to indemnify Domain Capital against certain liabilities, including those arising from Lessee’s operation of the Domain.

Pursuant to the Option, the Company may repurchase the Domain for a nominal amount upon the earlier of (1) the expiration of the term of the Lease Agreement, provided that no event of default has occurred and is continuing under the Lease Agreement or (2) the Company’s exercise of its Prepayment Option. The Option also provides for and the Company intends to file a Uniform Commercial Code financing statement in order to provide notice to third parties of Domain Capital’s obligations under the Option.

The foregoing description of the sale-leaseback transaction is not complete and is qualified in its entirety by reference to the full text of the Assignment Agreement, the Lease Agreement and the Option Agreement, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

• have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

• may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Company may be found elsewhere in this report and the Company’s other public files, which are available without charge through the SEC’s website at http://www.sec.gov.

The exhibits listed below are being furnished with this Form 8-K.

Exhibit Number	Description
10.1	Agreement for assignment of Domain Name, dated effective December 7, 2010, between the Company and Domain Capital, LLC
10.2	Lease Agreement for Domain Name, dated effective December 7, 2010, between the Company and Domain Capital, LLC
10.3	Exclusive Option to Purchase Domain Name, dated effective December 7, 2010, between the Company and Domain Capital, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Banks.com, Inc.
Date: December 13, 2010	By:	/S/    DANIEL M. O’DONNELL
	Name:	Daniel M. O’Donnell
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)

Exhibit Index

Exhibit Number	Description
10.1	Agreement for assignment of Domain Name, dated effective December 7, 2010, between the Company and Domain Capital, LLC
10.2	Lease Agreement for Domain Name, dated effective December 7, 2010, between the Company and Domain Capital, LLC
10.3	Exclusive Option to Purchase Domain Name, dated effective December 7, 2010, between the Company and Domain Capital, LLC

EX-10.1

EXHIBIT 10.1

November 24, 2010

Mr. Robert Alfano, President

Domain Capital, LLC

2050 Center Avenue, Suite 600

Fort Lee, NJ 07024

Re: Assignment Letter Relating to Lease No.1356

Dear Mr. Alfano:

I refer you to the proposed Lease Agreement, dated November 24, 2010 and Attachment “A” to the Lease Agreement (hereinafter referred to as “Attachment”). The Lease Agreement and Attachment are attached hereto and incorporated herein by reference.

To effectuate the transaction contemplated by the Lease Agreement, Daniel O’Donnell, on behalf of Banks.com, Inc., hereby assigns, sells and otherwise transfers, all of its right, title and interest in the domain name www.banks.com (the “Domain Name”) to Domain Capital, LLC in exchange for the payment by Domain Capital to Banks.com, Inc. of $600,000.00, in cash, which shall be paid via wire transfer to an account specified in writing by Banks.com, Inc. The Domain Name shall be registered, owned and maintained by Domain Capital in accordance with the terms of the Lease Agreement and Attachment “A”.

If this letter agreement, the Lease Agreement and Attachment “A”, accurately reflect our agreement and understanding, please so indicate by signing this letter in the space below.

Very truly yours,
Banks.com, Inc.
By:	/s/ Daniel M. O’Donnell
Daniel O’ Donnell, Chief Executive Officer
Accepted and Agreed:
Domain Capital, LLC
By:	/s/ Robert Alfano
	Robert Alfano, President

222 Kearny Street Suite 550, San Francisco CA 94108, T 415.962.9700 F 415.962.9702

SIDE LETTER AGREEMENT

December 7, 2010

Reference is made to that certain sale-leaseback arrangement between Banks.com, Inc. (“Banks.com”) and Domain Capital, LLC (“Domain Capital”), consisting of (1) an assignment agreement (the “Assignment Agreement”) providing for the transfer by Banks.com of the domain name “banks.com” (the “Domain”) to Domain Capital in exchange for $600,000.00 in financing; (2) a Lease Agreement (the “Lease Agreement”) providing for Banks.com to lease back the Domain from Domain Capital for a five year term and (3) an Option to Purchase (the “Option”) providing for the grant by Domain Capital to Banks.com of an option to purchase the Domain, during the term of the Lease Agreement for a prepayment amount as set forth in the Lease Agreement or, upon expiration of the term of the Lease Agreement, for nominal consideration . The Assignment Agreement, the Lease Agreement and the Option are collectively referred to herein as the “Agreements.”

In connection with the closing of the transactions contemplated by the Agreements, the undersigned hereby acknowledge and agree as follows:

1. Pursuant to Section 10 of the Lease Agreement, Banks.com shall pay to Domain Capital a security deposit in the amount of $28,547.92.

2. Pursuant to the Assignment Agreement, Domain Capital shall pay to Banks.com an amount equal to $600,000.00 for the assignment of the Domain.

3. At the closing of the transactions contemplated by the Agreements, Domain Capital shall pay to Banks.com $571,452.08, which represents the net amount due to Banks.com under the Agreements.

4. Domain Capital represents and warrants that it has wired funds in the amount of $571,452.08 to Banks.com on December 7, 2010.

5. Banks.com represents and warrants that it received $571,452.08 from Domain Capital on December 7, 2010.

6. The parties acknowledge and agree that the Agreements contemplate a simultaneous signing and closing, which shall be deemed December 7, 2010 for all purposes, notwithstanding anything to the contrary set forth in the Agreements.

[ Signatures on Following Page ]

BANKS.COM, INC.
By:	/s/ Daniel O’Donnell

Name: Daniel O’Donnell

Title:	President & CEO
DOMAIN CAPITAL, LLC

By: /s/ Robert Alfano

Name: Robert Alfano

Title: President

EX-10.2

EXHIBIT 10.2

DOMAIN NAME, ADDRESS &
UNIFORM RESOURCE LOCATOR (“URL”)	LEASE NUMBER 1356
www.banks.com	60 MONTHLY PAYMENTS OF $14,273.96
	applicable taxes to be added
	$28,547.92 PAYABLE
	IN ADVANCE AS SECURITY DEPOSIT
DESCRIPTION & REGISTRAR(S):
Moniker Online Services, LLC	MAKE CHECKS PAYABLE TO:
20 SW 27th Ave.	DOMAIN CAPITAL, LLC
Suite 201
Pompano Beach, Florida 33069

LEASE AGREEMENT

This lease agreement, including all schedules, supplements and amendments, if any (the “Agreement”) is made the 24th day of November, 2010 between Domain Capital, LLC, its principal office at 2050 Center Avenue, Suite 600, Fort Lee, New Jersey 07024 (the “Lessor”) and Banks.com, Inc. its principal office at 222 Kearny Street, Suite 550, San Francisco, CA 94108 (the “Lessee”).

1. LEASE.

Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the domain and URL address described above. Additionally, the website found at the address of the domain (along with related software, documentation and trademarks) is included in this Agreement. All of the aforementioned items and assets related to them are collectively referred to herein as the “Domain.” Neither Lessor, nor Lessee, shall have any obligations hereunder until the execution and delivery of this Agreement. The terms and conditions contained herein shall govern the leasing and use of the Domain.

2. ADDITIONAL DEFINITIONS.

a. The “Access Date” means the date on which the Domain is available for use by Lessee. If Lessee shall fail, without reasonable cause, to execute an acceptance certificate within three days of access to the Domain by Lessee, the Access Date will be considered to be three days after the date the Domain is available to Lessee.

b. The “Commencement Date” means, as to the Domain designated above, where the Access Date for such Domain falls on the first day of the month, that date, and in any other case, the first day of the month following the month in which such Access Date falls.

c. “Web Host Provider” means the third party provider, mutually acceptable to Lessee and Lessor, whichprovidestheactualwebhostingservices (currently                                                                              ). The Web Host Provider has no relationship to, and is independent of, Lessor and is not a party to this Agreement.

3. TERM OF LEASE.

a. The term of this Agreement, as to the Domain designated above, shall commence on the Access Date for such Domain, and shall continue for a period ending sixty (60) months from the Commencement Date (the “Term”).

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b. Any notice of termination given by either party under this Agreement may not be revoked, without the written consent of the other party.

4. PAYMENTS.

As to the Domain, the amounts payable by Lessee to Lessor are as set forth above. Payments shall begin on the Access Date and shall be due and payable by Lessee in advance on the first day of each month. If the Access Date does not fall on the first day of a month, the first payment shall be a pro rata portion of the monthly rental, calculated on a thirty-day basis, due and payable on the Access Date. In addition to the monthly rental set forth above, Lessee shall pay to Lessor an amount equal to all taxes paid, payable or required to be collected and however designated, which are levied or based on this Agreement, or on the Domain or its use, lease operation, control, or value, including without limitation, all registration fees payable to registrar(s) and others, state and local privilege or excise taxes based on gross revenue, any penalties or interest in connection therewith or taxes or amounts in lieu thereof paid or payable by Lessor in respect of the foregoing, but excluding taxes based on Lessor’s net income. Personal property taxes, if any, on the Domain shall be paid by Lessee. Lessee agrees to file, on behalf of Lessor, all required property and other applicable tax returns and reports concerning the Domain with all appropriate governmental agencies, and, within not more than forty-five days after the due date of such filing (including extensions thereof), to send Lessor confirmation of such filing. Lessor shall give Lessee forty-five days advance written notice of any tax returns required to be filed by Lessee pursuant to this section. Charges for taxes, penalties and interest shall be promptly paid by Lessee when invoiced by Lessor.

A late charge on any past due payment shall accrue at the rate of two percent of each such late payment for each month such payment shall be late, or if such rate shall exceed the maximum rate allowed by law, then at such maximum rate, and shall be payable on demand. Late payment charges shall be paid not later than thirty days following the date that the original payment was due. In the event that the Lessor is obligated to transfer the Domain to any third party at any time during the Term of this Agreement pursuant to a judicial order, arbitration or mediation decision, decree, or otherwise, Lessee hereby agrees that it shall nevertheless continue to make all outstanding monthly payments that are then due and owing to Lessor in accordance with the terms of this Agreement.

Lessee may prepay the balance of the lease payments, in full at any time for the corresponding amounts set forth on Attachment “A”, provided that if an Event of Default has occurred and is continuing pursuant to Section 15 herein, such prepayment can be made within 15 days following Lessee’s receipt of the Default Notice, as described in Section 16, by delivering to Lessor any then outstanding lease payments plus the prepayment amount corresponding to the number of the most recent payment made by Lessee (after payment of any then outstanding lease payments) as set forth on Attachment “A” hereto (with the then outstanding lease payments collectively hereinafter referred to as the “Prepayment Amount”). Upon Lessor’s confirmation that it has received the Prepayment Amount (as defined herein), this Agreement shall terminate and Lessor appoints Lessee its attorney in fact, which powers are coupled with an interest to: (i) prepare, execute, file and record terminations of any financing statements filed by or on behalf of Lessor and Lessee with respect to the Domain; (ii) transfer right, title and interest of the Domain with the applicable registrar for the Domain; and (iii) do all acts or things which Lessee may deem necessary or appropriate to release Lessor’s interest in the Domain. If Lessee fails to pay to Lessor the Prepayment Amount within 15 days following Lessee’s receipt of the Default Notice, then Lessee appoints Lessor its attorney in fact, which powers are coupled with an interest, to immediately prepare, execute, file and record terminations of any financing statements filed on behalf of Lessee with respect to the Domain.

5. DOMAIN OPERATIONS/USAGE.

a. Subject to the terms of this Agreement, Lessee shall be entitled to unlimited usage of the Domain without extra charge by Lessor. During the Term, Lessee agrees and acknowledges that the Domain shall not be transferred to any third party, without the prior written consent of Lessor.

b. Lessee may, at its own expense, make alterations to the website, provided that such alterations are legally permissible and Lessee does not intentionally decrease the value of the Domain. Lessee will use reasonable efforts to protect Lessor’s interest in the Domain and its associated website, including, but not limited to, giving appropriate notice of Lessor’s ownership and related interests. Lessee agrees that only properly authorized persons will use the Domain.

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c. Lessee agrees that the Domain contains copyrighted materials that are proprietary to Lessor and/or others. These materials may only be used or accessed as specifically provided for in this Agreement.

d. Lessee agrees not to copy, duplicate, rent, lease, loan, or sell the Domain during the Term of this Agreement without Lessor’s prior written consent. Lessee agrees not to distribute, reverse engineer, or otherwise attempt to discover any programming code used in or with the Domain and/or its associated website. Lessee agrees not to sell, assign, sublicense, or otherwise attempt to transfer any right in the Domain and/or its associated website, create derivative works or in any improper manner commercially exploit the Domain and/or its associated website, in whole or in part.

e. The Domain is provided by Lessor on an “as is” basis, and used solely at the risk of Lessee. Lessee’s non-transferable right, subject to the terms and conditions of this Agreement, to the use of the Domain and/or its associated website do not grant Lessee and its customers a license or any other right to store any of the proprietary items (including any portion of the software or documentation) or to copy or otherwise use such information to create derivative works.

f. Lessee shall not attempt to undermine the security or integrity of the computing systems or networks of Lessor or the Web Host Provider, and Lessee will not attempt to gain unauthorized access. Lessee agrees to respect and not violate copyrights, trademarks, service marks, patents or other intellectual property protected under the terms of this Agreement.

6. MAINTENANCE AND RESTRICTIONS.

Lessee shall, during the continuance of this Agreement, at its expense, keep the Domain in good working order and condition and make all reasonably necessary adjustments, repairs and replacements thereto. Lessee shall not use and/or permit the Domain to be used for any unlawful purpose or for which the Domain is not designed or reasonably suitable.

7. EXPORT CONTROL & REGULATORY COMPLIANCE.

a. Lessee represents and warrants to Lessor that it shall not use the Domain and its associated website to export, re-export, sell, transact, do business with, supply, directly or indirectly, from the United States, or by a third person wherever located, any product, good, software, technology (including technical data) or service whatsoever to any person or entity set forth on the United States Treasury Department Office of Foreign Assets Control list of suspected terrorists, drug traffickers or other specially designated nationals, as well as the United States Department of Commerce Denied Person’s List or Entity List, as each is amended from time to time. In addition, repairing, replacing or technically supporting (servicing) goods or products that may have been obtained in violation of applicable laws is strictly prohibited.

b. Lessee shall comply with all governmental laws, regulations and requirements including, but not limited to: (i) the CAN-SPAM Act of 2003, as amended, and any and all Federal Trade Commission enabling regulations; (ii) the Children’s Online Privacy Protection Act; (iii) all federal and state statutes and governmental regulations pertaining to privacy, deceptive marketing, data protection and credit; and (iv) all government mandated insurance requirements, if any, with respect to the use, maintenance and operation of the Domain.

c. Lessee certifies that, to the best of Lessee’s knowledge, the Lessee has not been designated, and is not owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. Lessee hereby acknowledges that the Lessor seeks to comply with all applicable laws concerning money laundering and related activities, including evasion of taxes. In furtherance of those efforts, Lessee hereby represents, warrants and agrees that: (i) none of the cash or property that Lessee will pay or will contribute to the Lessor has been or shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contributions or payments by Lessee to the Lessor, to the extent that they are within Lessee’s control, shall cause the Lessor to be in violation of the United States Bank Secrecy Act, the United States International Money Laundering Control Act of

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1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Lessee shall promptly notify the Lessor if any of these representations ceases to be true and accurate regarding the Lessee. Lessee shall provide the Lessor any additional information regarding Lessee that the Lessor deems necessary or convenient to ensure compliance with all applicable laws concerning money laundering and similar activities, including evasion of taxes. Lessee understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or it is otherwise required by applicable laws or regulations related to money laundering or similar activities, Lessor may undertake appropriate actions to ensure compliance with applicable laws or regulations. Lessee further understands that the Lessor may release confidential information regarding the Lessee if required by a valid order of a court of law, but only to the extent of and for the limited purposes of such order and only on the condition precedent that the Lessor notifies the Lessee of such order as soon as reasonably possible after the Lessor’s receipt of such order and allows Lessee ten days to seek an appropriate protective order.

8. OWNERSHIP AND INSPECTION.

a. The Domain shall at all times remain the property of the Lessor. Lessor shall at all times during the Term of this Agreement keep the Domain free and clear of all third party liens, restrictions, licenses, security interests and encumbrances (other than Lessor’s lien and interest in the Domain). Lessor covenants and agrees that it shall not sell, assign or otherwise transfer or grant a security interest in all or any part of the Domain, except in accordance with Section 16 hereof. It is the intention and understanding of both Lessor and Lessee that the Domain shall be, and at all times remain, separately identifiable personal property. Lessee shall not permit the Domain to be parked, stored or maintained with any other domains or personal property in such manner or under such circumstances that Domain might become an accession to or confused with such other personal property; provided, however, that the Domain’s use or maintenance, in accordance with normal operating procedures of Lessee, with any other domains owned by or leased to Lessee, shall not be a violation of the foregoing provisions of this sentence.

b. Lessee certifies that: (i) the Domain is free and clear of all liens, restrictions, licenses, security interests and encumbrances other than Lessor’s lien and interest in the Domain; (ii) during the term of this Agreement, Lessee shall keep the Domain free and clear of all third party liens, restrictions, licenses, security interests and encumbrances; (iii) it transferred good and marketable title in the Domain to Lessor; (iv) prior to entering into this Agreement, it properly purchased the Domain without committing fraud or misrepresentation and did not otherwise infringe upon the rights of any third party while purchasing the Domain; (v) the Domain has not been, and is not currently the subject of any litigation, claim, arbitration or other legal proceeding, either pending, contemplated or threatened, nor has Lessee received any notice of any such pending items; and (vi) it is not in default of any obligations to Silicon Valley Bank or any other third party lenders. Lessee shall not assign this Agreement or any of its rights hereunder or sublease the Domain without the prior written consent of Lessor, except that Lessee may, at its expense, after prior written notice to Lessor, assign this Agreement or sublease the Domain to Lessee’s parent or subsidiary corporation, or to a corporation which shall have been acquired or which owns substantially all of the property of Lessee by merger, consolidation or purchase. No permitted assignment or sublease shall relieve Lessee of any of its obligations hereunder, without the prior written consent of Lessor.

c. Lessor and/or its agents shall have free access to the codes for the Domain for the purpose of inspection and for any other purpose contemplated in this Agreement.

d. Lessee shall immediately notify Lessor of all details concerning any damage or loss arising out of the functioning or operation of the Domain within two business days thereof if the damage or loss continues for two business days.

9. LIMITATION OF LIABILITY AND LIMITATION OF WARRANTIES.

a. Lessor shall, at the request and expense of Lessee, enforce for the benefit of Lessee any rights which Lessor shall be entitled to enforce in respect of the Domain.

b. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND EXPRESSED OR IMPLIED, WITH RESPECT TO

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THE CONDITION OR PERFORMANCE OF THE DOMAIN, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO INFRINGEMENT OR THE LIKE. LESSOR SHALL HAVE NO LIABILITY TO LESSEE FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER, NOR SHALL THERE BE ANY ABATEMENT OF PAYMENTS, ARISING OUT OF OR IN CONNECTION WITH (i) THE DEFICIENCY OR INADEQUACY OF THE DOMAIN FOR ANY PURPOSE, WHETHER OR NOT KNOWN OR DISCLOSED TO LESSOR, (ii) ANY DEFICIENCY OR DEFECT IN THE DOMAIN, (iii) THE USE OR PERFORMANCE OF THE DOMAIN, (iv) ANY INTERRUPTION OR LOSS OF SERVICE OR USE OF THE DOMAIN, AND (v) ANY LOSS OF BUSINESS OR OTHER CONSEQUENTIAL LOSS OR DAMAGE WHETHER OR NOT RESULTING FROM ANY OF THE FOREGOING. LESSEE WILL DEFEND, INDEMNIFY AND HOLD LESSOR HARMLESS AGAINST ANY AND ALL CLAIMS, DEMANDS AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE DESIGN, USE, POSSESSION OR OPERATION OF THE DOMAIN.

10. SECURITY INTEREST.

a. In the event that Lessor transfers, assigns or grants a security interest in all or any part of its rights in this Agreement, and/or sums payable hereunder to third party, whether as collateral security for any loans or advances made or to be made to Lessor by such third party or otherwise, Lessor will provide Lessee with 30 days prior written notice of such transfer, assignment or grant, unless such transfer or assignment is pursuant to a court order, in which case Lessor will notify the Lessee of such order as soon as reasonably possible after the Lessor’s receipt of such order. Lessee, upon receipt of notice of any such transfer or assignment and instructions from Lessor, shall pay its obligations hereunder or amounts equal thereto to the third party (or to any other party designated by the third party), and Lessee’s obligations hereunder shall be absolute and unconditional and shall not be subject to any abatement, reduction, recoupment, defense, offset or counterclaim available to Lessee against Lessor for any reason whatsoever; nor, except as otherwise expressly provided herein, this Agreement shall not terminate, nor shall the respective obligations of Lessor or Lessee be otherwise affected, by reason of any defect in the Domain, condition, design, operation or fitness for use thereof or any loss or destruction of the Domain or any part thereof, the prohibition of or other restriction against Lessee’s use of the Domain, the interference with such use by any private person or entity, or by reason of any failure by Lessor to perform any of its obligations herein contained, or by reason of any other indebtedness or liability, howsoever and whenever arising, of Lessor to Lessee or to any other person, firm or corporation or to any governmental authority or for any other cause, whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the payments by Lessee hereunder shall continue to be paid in all events and at the times herein provided, except as otherwise expressly provided for herein.

b. On the Access Date, Lessee will furnish to Lessor, and/or its assignee, a certificate signed by an officer of Lessee to the effect that:

(i) Lessee has full power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by Lessee and is its valid and binding obligation, enforceable in accordance with its terms. No approval, consent, or withholding of obligation is required from any governmental authority with respect to the entering into or performance of this Agreement by Lessee;

(ii) the entering into or performance of this Agreement by Lessee does not and will not violate a judgment, order, law or regulation applicable to Lessee or any provision of Lessee’s certificate of incorporation, by- laws or other applicable and appropriate documents if Lessee is not a corporation, or result in a breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Domain or this Agreement pursuant to, any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound;

(iii) the Domain is duly registered at the Registrar(s) shown above and the website has been and is then operating to the satisfaction of Lessee;

(iv) Lessee has no right, title or interest in the Domain or any part thereof except the right, title and interest therein as provided under this Agreement; and that, on the Access Date, with respect to Lessee, this

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Agreement is in full force and effect, Lessee is not in default hereunder, and, to Lessee’s knowledge, Lessor is not in default hereunder.

c. On the Access Date, Lessor will furnish to Lessee, a certificate signed by an officer of Lessor to the effect that:

(i) Lessor has full power and authority to enter into this Agreement. This Agreement has been duly authorized, executed and delivered by Lessor and is its valid and binding obligation, enforceable in accordance with its terms. No approval, consent, or withholding of obligation is required from any governmental authority with respect to the entering into or performance of this Agreement by Lessor;

(ii) The entering into or performance of this Agreement by Lessor, does not violate a judgment, order, law or regulation applicable to Lessor or any provision of Lessor’s certificate of incorporation, by-laws or other applicable and appropriate documents if Lessor is not a corporation., or result in a breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon the Domain or this Agreement pursuant to, any indenture, mortgage, deed of trust, bank loan, credit agreement or other instrument to which Lessor is a party or by which it or its assets may be bound;

c. Lessee agrees promptly to execute and deliver to Lessor standard form UCC-1 financing statements as well as such other agreements, documents, instruments and certificates as Lessor may reasonably request (including, without limitation, and certified copies of Board resolutions, both in form and substance satisfactory to Lessor) in order to effect Lessor’s purchase of the Domain or financing thereof.

d. Lessee authorizes Lessor to file a financing statement with respect to the Domain signed only by the Lessor where permitted by the Uniform Commercial Code or other applicable law. Lessee hereby appoints Lessor as Lessee’s attorney-in-fact to execute such financing statement on Lessee’s behalf and to do all acts or things which Lessor may deem necessary to protect Lessor’s title and interest hereunder.

e. Lessor and Lessee further agree that a photographic, electronic or other reproduction of this Lease may be filed as a financing statement and shall be sufficient as a financing statement under the Uniform Commercial Code or other applicable law.

e. It is the intent of the parties that this is a true lease, and the filing of a financial statement under the Uniform Commercial Code or other applicable law shall not be construed as evidence that any security interest was intended to be created, but only to give public notice of Lessor’s ownership of the Domain. If this Lease is deemed at any time to be one intended as security, then Lessee grants Lessor a security interest in the Domain and the proceeds from the sale, lease or other disposition of the Domain.

11. MISCELLANEOUS CHARGES.

Except as otherwise specifically provided in this Agreement, it is understood and agreed that this is a net lease, and that, as between Lessor and Lessee, Lessee shall be responsible for all costs and expenses of every nature whatsoever arising out of or in connection with or related to this Agreement or the Domain. Lessee shall also be responsible for all registration and/or registrar fees. Except as provided in Section 14, each party shall pay its own legal, accounting and/or other professional expenses, recording charges and all similar, related or necessary costs in connection with the transactions contemplated by this Agreement.

12. SECURITY DEPOSIT.

As security for the prompt and full payment of the amounts due under this Lease, and Lessee’s complete performance of all of its obligations under this Lease, and any extension or renewal hereof, Lessee has deposited with Lessor the security amount set forth in the section shown as “Schedule of Payments”. In the event any default shall be made in the performance of any of Lessee’s obligations under this Lease, Lessor shall have the right, but not the obligation, to apply the security deposit to the curing of such default. Within fifteen (15) days after Lessor mails notice to Lessee that Lessor has applied any portion of the security deposit to the curing of any default, Lessee shall restore said security deposit to the full amount set forth above. On the expiration or earlier termination or

Copyright © 2008 6

cancellation of this Lease, provided Lessee has paid all of the rent called for and fully performed all other provisions of this Lease, Lessor will return to the Lessee any then remaining balance of said security deposit without interest. Said security deposit may be commingled with Lessor’s other funds, as permitted by applicable law.

13. RISK OF LOSS ON LESSEE.

Lessee shall obtain and maintain from the time Lessee executes a document evidencing acceptance of the Domain and for the entire term of this Agreement, at its own expense, liability insurance and insurance against loss or damage to the Domain and such other risks of loss as management of Lessee believes to be prudent and customary in the businesses in which Lessee is engaged and with such insurers as shall be reasonably satisfactory to Lessor; provided, however, that the amount of insurance against loss or damage to the Domain shall not be less than the installments of rent then remaining unpaid hereunder, plus the cost of any renewal or other options. Each insurance policy will name Lessee as an insured and Lessor as an additional insured and loss payee thereof as Lessor’s interest may appear, and shall contain a clause requiring the insurer to give Lessor at least ten days prior written notice of any alteration in the terms of such policy or of the cancellation thereof. Lessee shall furnish to Lessor a certificate of insurance or other evidence satisfactory to Lessor that such insurance coverage is in effect; provided, however, that Lessor shall be under no duty either to ascertain the existence of or to examine such insurance policy or to advise Lessee in the event such insurance coverage shall not comply with the requirements hereof. Lessee further agrees to give Lessor prompt notice of any damage or loss. Lessor shall be named as the Loss Payee on such policies, which shall be written by an insurance company of recognized responsibility. Lessee agrees to insure the interest of any third party referred to in this Agreement under a standard mortgagee clause. Evidence of such insurance coverage shall be furnished to Lessor upon demand. If Lessee shall fail to provide such insurance coverage or evidence thereof, then Lessor will have the right, but not the obligation, to have such insurance protecting Lessor placed at Lessee’s expense. Lessee’s expense shall include the full premium paid for such insurance and any customary charges or fees of Lessor or of Lessor’s assignees associated with such insurance. Lessee shall pay such amounts upon presentation by the Lessor of such premiums and associated charges.

14. INDEMNIFICATION.

a. Lessee hereby agrees to assume liability for, and does hereby agree to indemnify, protect, save, keep and hold Lessor and its respective successors, assigns, legal representatives, agents and servants harmless from and against, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (“collectively, “Claims”) which may be imposed on, incurred by or asserted against Lessor or any of its respective successors, assigns, legal representatives, agents and servants, in any way relating to or arising out of: (i) this Agreement or any document contemplated hereby, or the performance or enforcement of any of the terms hereof; (ii) the development, ownership, possession, use, condition, or operation, sale, other disposition of the Domain by Lessee or any other thing in connection therewith; (iii) any misrepresentation made by Lessee, or any breach of any representations, certifications and warranties contained in this Agreement; and/or (iv) any trademark, copyright or patent infringement relating to the Domain; provided, however, that Lessee shall not be required to indemnify Lessor or its respective successors, assigns, legal representatives, agents and servants, for Claims arising from Lessor’s bad faith, willful misconduct or gross negligence. Lessee agrees that Lessor shall not be liable to Lessee for any liabilities, Claims, losses, damages or expenses of any kind or nature arising in strict liability or caused directly or indirectly by the inadequacy of the Domain for any purpose or any deficiency or defect therein or the use or maintenance thereof or any repairs, servicing or adjustments thereto or any delay in providing or failure to provide any thereof or any interruption or loss of service or use thereof or any loss of business unless caused by any bad faith, willful misconduct or gross negliegence of Lessor. Should Lessor be notified of a Claim, Lessor may seek written confirmation from Lessee concerning Lessee’s obligations to indemnify Lessor. Lessee’s failure to provide such confirmation may be considered a breach of this Agreement.

b. Promptly after receipt by Lessor under this Section 14 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, Lessor shall, if a Claim for indemnification in respect thereof is to be made against any indemnifying party under this Section 14, deliver to the Lessee a written notice of the commencement thereof, and the Lessee shall have the right to participate in, and, to the extent the Lessee so desires, if Lessee is a named defendant in such action or proceeding, to assume control of the defense thereof with counsel mutually satisfactory to the Lessee and the Lessor; provided, however, that Lessor

Copyright © 2008 7

shall have the right to retain its own counsel,if, in the reasonable opinion of the Lessor, the representation by such counsel of the Lessor and the Lessee would be inappropriate due to actual or potential differing interests between the Lessor and any other party represented by such counsel in such proceeding. Lessor shall cooperate fully with Lessee in connection with any negotiation or defense of any such action or Claim by the Lessee and shall furnish to the Lessee all information reasonably available to the Lessee that relates to such action or Claim. The Lessee shall keep the Lessor fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Lessee shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Lessee shall not unreasonably withhold, delay or condition its consent. The Lessee shall not, without the prior written consent of the Lessor, which consent shall not be unreasonably withheld conditioned or delayed, consent to entry of any judgment or enter into any settlement or other compromise which: (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Lessor of a release from all liability in respect to such indemnified liabilities or litigation; (ii) requires any admission of wrongdoing by Lessor; or (iii) obligates or requires the Lessor to take, or refrain from taking, any action. Following indemnification as provided for hereunder, the Lessee shall be subrogated to all rights of the Lessor with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Lessee within a reasonable time of the commencement of any such action shall not relieve Lessee of any liability to the Lessor under this Section 14, except to the extent that the Lessee is prejudiced in its ability to defend such action.

15. DEFAULT.

Lessee shall be in default hereunder, and there shall be a breach of this Agreement, in the event of any of the following:

a. Lessee fails to pay any installment of rent within ten days after the same becomes due and payable.

b. Lessee attempts to remove, sell, transfer, encumber, sublet or part with possession of the Domain or any items thereof, except as expressly permitted herein.

c. Lessor receives notice of a valid order of a court of competent jurisdiction that the Domain infringes on trademark rights of a third party or if the cancellation or transfer of the Domain is ordered pursuant to an administrative proceeding under ICANN’s Uniform Domain Name Dispute Resolution Policy.

d. Lessor receives notice of a valid court order of competent jurisdiction at any time throughout the term of this Agreement, that Lessee did not have full title, ownership, interest, rights or marketable title to the Domain immediately prior to and upon executing this Agreement.

e. Lessee shall fail to observe or perform any of the other obligations required to be observed or performed by Lessee hereunder, and such failure shall continue uncured for ten days after written notice thereof to Lessee by Lessor.

f. Lessee ceases doing business as a going concern makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation, or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to, or acquiesces in the appointment of, a trustee, receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its owners shall take any action looking to its dissolution or liquidation. For purposes of this subsection 15(f), a “going concern” opinion rendered by Lessee’s auditors in connection with the audit or review of the Lessee’s financial statements shall not be deemed ceasing to do business as a going concern.

g. Within thirty days after the commencement of any proceedings against Lessee seeking reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceedings shall not have been dismissed, or if within thirty days after the appointment without Lessee’s consent or acquiescence of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated.

Copyright © 2008 8

16. REMEDIES.

In the event that Lessee is in default hereunder, then, in any such event, Lessor may at its option do any or all of the following: (i) by notice to Lessee, terminate this Agreement; (ii) whether or not this Agreement is terminated, give appropriate notice to all parties including, but not limited to, registrar(s) and/or take full possession and control of each and every Domain; (iii) sell, dispose of, hold, use or lease any Domain as Lessor in its sole discretion may decide, without any duty to account to Lessee and retain any and all proceeds generated from the sale of the Domain to a third party; (iv) by notice to Lessee, declare immediately due and payable all monies to be paid by Lessee during the Term, and Lessee shall thereupon be obliged to pay such monies to Lessor immediately, provided that Lessor may take the actions described in the foregoing clauses (i), (ii) and (iii) only in the case of an event of default under subsections (a), (b), (c) , (d), (f) or (g) of Section 15 and after Lessor has provided Lessee with notice of such event of default, describing such event of default in reasonable detail (“Default Notice”) and Lessee shall not have paid to Lessor the Prepayment Amount (as defined hereinabove), as described in Section 4, within 15 days following its receipt of such default notice. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Lessor on account of such default, including all court costs and attorney’s fees. The waiver by Lessor of any breach of any obligation of Lessee shall not be deemed a waiver of such obligation or of any subsequent breach of the same or any other obligation. Except for Lessee’s payment of the Prepayment Amount pursuant to Section 4 of this Agreement, the subsequent acceptance of payments hereunder by Lessor shall not be deemed a waiver of any prior existing breach by Lessee regardless of Lessor’s knowledge of such prior existing breach at the time of acceptance of such payments. The rights afforded Lessor under this paragraph shall not be deemed to be exclusive, but shall be in addition to any other remedies provided by law. Further, in the event that Lessee is in default pursuant to Sections 15(f) or (g) set forth hereinabove, Lessee agrees to use commercially reasonable efforts to either: (i) assume this Agreement within five (5) days of any bankruptcy petition by immediately curing any and all arrears under this Agreement and assuming all payment obligations throughout the Term of this Agreement; or (ii) reject this Agreement, in which case Lessee agrees and acknowledges that Lessor can exercise any and all remedies hereunder without any obligations to the bankrupt estate. In the event of an assumption of this Agreement by the bankrupt estate, Lessor shall be entitled to enforce all of its rights under the Bankruptcy Code, including it right to receive assurances from Lessor that its bankrupt estate has sufficient funds to assume this Agreement and make payments to Lessor in a timely fashion. Additionally, Lessee, or its bankrupt estate, if applicable, agree to take all steps reasonably necessary, including execution of any and all documents, evidencing Lessor’s entitlement to any and all proceeds generated from the sale of the Domain to a third party.

17. PERFORMANCE OF OBLIGATIONS OF LESSEE BY LESSOR.

If Lessee shall be in default hereunder, Lessor may thereafter, without thereby waiving any obligation of Lessee or such default, make the payment or perform or comply with the Agreement, the nonpayment, nonperformance or noncompliance with which caused such default, and the amount of such payment and the amount of the reasonable expenses of Lessor incurred in connection with such payment or the performance of or compliance with such agreement, as the case may be, shall be payable by Lessee upon demand.

18. GENERAL.

a. This Agreement shall be deemed to have been made in the State of New Jersey, without giving effect to that state’s choice of law principles, and shall be governed in all respects by the laws of such state. Any dispute related to this Agreement will be adjudicated in the appropriate federal or a state court located in Bergen County, State of New Jersey.

c. This agreement constitutes the entire Agreement between Lessee and Lessor with respect to the Domain, and no covenant, condition or other term or provision may be waived or modified orally.

d. All notices hereunder shall be in writing and shall be delivered in person or sent by registered or certified mail, postage prepaid, to the address of the other party as set forth herein or to such other address as such party shall have designated by proper notice.

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e. During the term of this Agreement , Lessee agrees to provide Lessor with copies of its quarterly and annual financial statements within three business days of the date that Lessee would be required to file such financial statements with the SEC in quarterly reports on Form 10-Q or annual reports on Form 10-K, pursuant to the Securities Act of 1934 unless such information is filed with the SEC through EDGAR and is available to the public through the EDGAR system.

f. If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable laws or regulations, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given effect so far as possible.

g. Lessee recognizes that if Lessee fails to timely perform, observe or discharge any of its obligations or liabilities under this Agreement, any remedy at law may prove to be inadequate relief to Lessor and that Lessor, if Lessor so requests, shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving that actual damages are not an adequate remedy.

h. So long as Lessee shall not be in default of this Agreement, Lessor shall not interfere with Lessee’s right of quiet enjoyment and use of the Domain.

i. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one instrument.

j. All understandings, representations, indemnities and warranties contained in this Agreement, or any related document, shall survive the expiration or other termination of this Agreement.

The remainder of this page was intentionally left blank.

Copyright © 2008 10

ACCEPTED:	LESSEE (FULL LEGAL NAME):
Domain Capital, LLC	Banks.com, Inc.
/s/ Robert J. Alfano	222 Kearny Street, Suite 550
BY: Robert J. Alfano	BILLING ADDRESS
ITS: Pres
DATE: 11/30/10
	San Francisco
	CITY
	CA	94108
	STATE	ZIP
	TELEPHONE NUMBER: (415) 962-9799
	E-MAIL ADDRESS: dodonnell@banks.com
	DATED: November 24, 2010
	The undersigned certifies that the Domain shall be
	used for business purposes and agrees that no
	modification to this Agreement will be effective
	unless made in writing and signed by both parties.
	/s/ Daniel O’Donnell
	AUTHORIZED SIGNATURE
	Daniel O’Donnell
	PRINT NAME

Copyright © 2008 11

ATTACHMENT “A”

TO

AGREEMENT NO. 1356 DATED NOVEMBER 17, 2010 (“Agreement”)

BETWEEN DOMAIN CAPITAL, LLC (“LESSOR”)

AND BANKS.COM, INC. (“LESSEE”)

SCHEDULE

LEASE	600,000.00
RATE	15.00%
TERM - MONTHS	60
PAYMENT	14,273.96

PMT NO.	BEGINNING BALANCE	PAYMENT	ENDING BALANCE	PREPAYMENT
1	600,000.00	14,273.96	593,226.04
2	593,226.04	14,273.96	586,367.41	693,723.13
3	586,367.41	14,273.96	579,423.04	679,449.17
4	579,423.04	14,273.96	572,391.87	665,175.21
5	572,391.87	14,273.96	565,272.81	650,901.25
6	565,272.81	14,273.96	558,064.77	636,627.29
7	558,064.77	14,273.96	550,766.62	627,020.98
8	550,766.62	14,273.96	543,377.24	617,342.62
9	543,377.24	14,273.96	535,895.50	607,591.68
10	535,895.50	14,273.96	528,320.24	597,767.60
11	528,320.24	14,273.96	520,650.28	587,869.85
12	520,650.28	14,273.96	512,884.45	577,897.86
13	512,884.45	14,273.96	505,021.55	567,851.08
14	505,021.55	14,273.96	497,060.36	557,728.95
15	497,060.36	14,273.96	488,999.66	547,530.91
16	488,999.66	14,273.96	480,838.19	537,256.38
17	480,838.19	14,273.96	472,574.71	526,904.79
18	472,574.71	14,273.96	464,207.94	516,475.56
19	464,207.94	14,273.96	455,736.58	505,968.11
20	455,736.58	14,273.96	447,159.33	495,381.86
21	447,159.33	14,273.96	438,474.86	484,716.21
22	438,474.86	14,273.96	429,681.84	473,970.57
23	429,681.84	14,273.96	420,778.91	463,144.34
24	420,778.91	14,273.96	411,764.68	452,236.91
25	411,764.68	14,273.96	402,637.78	441,247.67
26	402,637.78	14,273.96	393,396.80	430,176.02
27	393,396.80	14,273.96	384,040.30	419,021.32

Copyright © 2008 12

28	384,040.30	14,273.96	374,566.85	407,782.97
29	374,566.85	14,273.96	364,974.97	396,460.33
30	364,974.97	14,273.96	355,263.20	385,052.77
31	355,263.20	14,273.96	345,430.04	373,559.65
32	345,430.04	14,273.96	335,473.95	361,980.34
33	335,473.95	14,273.96	325,393.42	350,314.18
34	325,393.42	14,273.96	315,186.88	338,560.52
35	315,186.88	14,273.96	304,852.76	326,718.71
36	304,852.76	14,273.96	294,389.46	314,788.09
37	294,389.46	14,273.96	283,795.37	302,767.99
38	283,795.37	14,273.96	273,068.85	290,657.73
39	273,068.85	14,273.96	262,208.26	278,456.65
40	262,208.26	14,273.96	251,211.90	266,164.07
41	251,211.90	14,273.96	240,078.09	253,779.28
42	240,078.09	14,273.96	228,805.11	241,301.62
43	228,805.11	14,273.96	217,391.21	228,730.37
44	217,391.21	14,273.96	205,834.65	216,064.83
45	205,834.65	14,273.96	194,133.62	203,304.30
46	194,133.62	14,273.96	182,286.33	190,448.07
47	182,286.33	14,273.96	170,290.96	177,495.42
48	170,290.96	14,273.96	158,145.63	164,445.62
49	158,145.63	14,273.96	145,848.50	151,297.95
50	145,848.50	14,273.96	133,397.64	138,051.68
51	133,397.64	14,273.96	120,791.16	124,706.05
52	120,791.16	14,273.96	108,027.09	111,260.33
53	108,027.09	14,273.96	95,103.47	97,713.77
54	95,103.47	14,273.96	82,018.30	84,065.61
55	82,018.30	14,273.96	68,769.58	70,315.09
56	68,769.58	14,273.96	55,355.24	56,461.44
57	55,355.24	14,273.96	41,773.22	42,503.89
58	41,773.22	14,273.96	28,021.43	28,441.66
59	28,021.43	14,273.96	14,097.74	14,273.96
60	14,097.74	14,273.96	(0.00)	0.00

All of the other remaining terms and conditions of the Agreement are incorporated herein by reference.

Lessor:		Lessee:
Domain Capital, LLC		Banks.com, Inc.
By:	/s/ Robert J. Alfano	By:	/s/ Daniel O’Donnell
Title:	Pres	Title:	President & CEO
Date:	11/30/10	Date:	11/24/10

Copyright © 2008 13

EX-10.3

EXHIBIT 10.3

November 24, 2010

Banks.com, Inc.

Mr. Daniel O’Donnell

222 Kearny Street, Suite 550

San Francisco, CA 94108

Re: Option to Purchase Relating to Lease No.1356

Dear Mr. O’Donnell:

I refer you to that Lease No. 1356 of even date herewith between Domain Capital, LLC and Banks.com for the domain and URL address www.banks.com together with related assets (the “Lease Agreement”). Capitalized terms used herein, but not defined, shall have the meaning given to them in the Lease Agreement. This letter confirms the terms and conditions upon which Lessor grants an option to Lessee to purchase the Domain (the “Option Agreement”). Lessee shall have the option to purchase the Domain “AS IS” and “WHERE IS”, for a purchase price of $1.00, upon the earlier of (1) the expiration of the Term designated in the Lease Agreement, provided that no default by Lessee shall have occurred and be continuing under the Lease Agreement, or (2) the payment by Lessee to Lessor of any then outstanding lease payments under the Lease Agreement plus the prepayment amount corresponding to the number of the most recent payment made by Lessee (after payment of any then outstanding lease payments) as set forth on Attachment “A” to the Lease Agreement (collectively, the “Prepayment Amount”). In the case of clause (1) of the immediately preceding sentence, Lessee shall give notice of such exercise to Lessor at least thirty (30) days prior to the end of the Lease Agreement and in the case of clause (2) of the immediately preceding sentence, Lessee shall give notice of such exercise to Lessor at the time Lessee pays such Prepayment Amount. By the giving of such notice, Lessee acknowledges and agrees that its option to purchase the Domain shall be its binding obligation and that said notice and the exercise of such option may not be thereafter rescinded, without the express written agreement of Lessor.

The “Purchase Price” shall equal the Prepayment Amount (as defined hereinabove to include any and all outstanding payments due under the Lease Agreement plus the Prepayment Amount (after payment of any then outstanding lease payments) set forth in Attachment “A” to the Lease Agreement) to be paid in cash or by certified or bank check payable to Lessor’s order, on or before the expiration date of the Term of the Lease Agreement or on the date Lessee pays the Prepayment Amount (as defined hereinabove), as the case may be. Upon its receipt of the Purchase Price for the Domain, as described herein, Lessor shall execute and deliver the Bill of Sale in the form attached hereto as Exhibit “A”.

In addition, Lessee is hereby granted an option to purchase the Domain in the event of a Lessor Bankruptcy (as defined below) for the Prepayment Amount (as defined hereinabove to include any and all outstanding payments due under the Lease Agreement plus the Prepayment Amount set forth in Attachment “A” to the Lease Agreement). Lessee may exercise such option by providing Lessor written notice thereof within 15 days of Lessee’s receipt of written notice of the occurrence of such Lessor Bankruptcy. If Lessee elects to exercise its option to purchase the Domain in the event of a Lessor Bankruptcy, the Purchase Price for the Domain shall equal the Prepayment Amount (as defined hereinabove to include any and all outstanding payments due under the Lease Agreement plus the Prepayment Amount and after payment of any then outstanding lease payments set forth in Attachment “A” to the Lease Agreement). The term “Lessor Bankruptcy” shall mean any one or more of the following: (1) Lessor shall apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of all or substantially all of its property; (2) Lessor shall make a general assignment for the benefit of creditors; (3) Lessor shall commence a voluntary case under federal bankruptcy laws; (4) Lessor shall file a petition or take advantage of any other law providing for relief of debtor; or (5) upon the filing of a petition for involuntary bankruptcy against Lessor.

If a court of competent jurisdiction determines by final order in connection with a Lessor Bankruptcy that the Purchase Price to be paid hereunder by Lessee for the Domain is insufficient, then the purchase price for the Domain shall be the fair market value of the Domain (the “FMV”) as agreed upon by Lessor and Lessee or, if the parties cannot agree as determined by an Independent Appraiser (as defined hereinbelow). For clarification purposes, the parties do not concede that the Purchase Price to be paid by Lessee, in the event of a Lessor Bankruptcy, for the Domain is insufficient. Rather, if Lessor and Lessee are unable to agree upon the FMV within 30 days following such court’s determination that the Purchase Price hereunder is insufficient, then the FMV shall be determined by Moniker Online Services, LLC, a subsidiary of Oversee.net (the “Independent Appraiser”). Each party will reasonably cooperate in providing to the Independent Appraiser such documents and information relating to the Domain as the Independent Appraiser may request and are available to that party without unreasonable effort or expense. Each party shall be afforded the opportunity to present to the Independent Appraiser material relating to the determination of the FMV and to discuss the determination with the Independent Appraiser. It is the intent of the parties that the process and the activities of the Independent Appraiser in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). The FMV as determined by the Independent Appraiser shall be final, conclusive and binding on the parties. The fees and expenses of the Independent Appraiser will be shared equally by the parties. Each of the parties agrees to use commercially reasonable efforts to cooperate with the Independent Appraiser and to cause the Independent Appraiser to determine the FMV no later than 30 days after submission to the Independent Appraiser. The closing of Lessee’s purchase of the Domain shall occur not later than thirty (30) days following the final determination of the FMV. Notwithstanding the foregoing, injunctive relief may be sought by any party to enforce all or any of this Option Agreement.

Each party hereto recognizes and agrees that the violation of any term, provision or condition of this Option Agreement may cause irreparable damage to the other party that may be difficult to ascertain, and that the award of any sum of damages may not be adequate relief to such parties. Each party, therefore, agrees that, in addition to the remedies available in the event of a breach of this Agreement, each party shall have a right to equitable relief including, but not limited to, the remedy of specific performance.

Lessor hereby agrees and acknowledges that Lessee can file a UCC-1 security interest in the Domain for notice purposes only to secure Lessor’s performance of its obligations under this Option Agreement. A copy of such financing statement is annexed hereto and cannot be modified or amended without the prior written consent of Lessor. Lessee hereby agrees and acknowledges that the filing of any financing statement is for notice purposes only. For notice purposes only, Lessor agrees that it will join with Lessee to execute and file under the Uniform Commercial Code such financing statements, continuation statements and other documents and instruments in such offices as Lessee may reasonably deem necessary or appropriate, and wherever required or permitted by law, in order to perfect and preserve Lessee’s security interest in the Domain, which security interest is for notice purposes only to secure Lessor’s performance of its obligations under this Option Agreement. As used in this Option Agreement, “Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of California; provided that if, by reason of applicable law, the validity or perfection of any security interest in the Domain is governed by the Uniform Commercial Code as in effect in a jurisdiction other than California, then as to the validity or perfection, as the case may be, of such security interest, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction.

Very truly yours,

/s/ Robert Alfano

Robert Alfano

Domain Capital, LLC

Acknowledged and Agreed as of the 24 day of November, 2010.
By:	/s/ Daniel O’Donnell
	Daniel O’ Donnell, Chief Executive Officer

Exhibit A

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that Domain Capital, LLC, a Delaware limited liability company (the “Company”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to that certain letter agreement, dated November     , 2010 (the “Option Agreement”), by and among the Company and Banks.com, Inc., a Florida corporation (“Buyer”) does hereby sell, convey, assign, transfer and deliver to Buyer, free and clear of any liens, claims, charges or encumbrances, all of the Company’s right, title and interest in and to the Domain (as defined in that Lease No. 1356, dated November     , 2010, between the Company and Buyer).

TO HAVE AND TO HOLD all right, title and interest in and to the Domain hereby sold, assigned, conveyed, transferred, and delivered unto Buyer for its own use and benefit forever.

THE BANKS.COM DOMAIN NAME(S) IS SOLD AND/OR TRANSFERRED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION OF SAID DOMAIN NAME(S). BY ACCEPTING THE TERMS OF THIS BILL OF SALE, BUYER ACCEPTS THE ABOVE-REFERENCED DOMAIN NAME(S) “AS-IS”.

The provisions of this instrument are subject, in all respects, to the terms and conditions of the letter agreement, dated November 10, 2010, between the Company and Buyer, including, without limitation, all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this instrument. This instrument shall be binding upon the Company, its successors and assigns and shall inure to the benefit of Buyer, its successors and assigns.

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute and deliver this instrument as of                     .

DOMAIN CAPITAL, LLC
By:	/s/ Robert J. Alfano

Name: Robert J. Alfano

Title: Pres