SEC Info - Lenorth Holdings S.A., et al. - ‘SC 13D’ on 2/28/05 re: Odimo Inc

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Lenorth Holdings S.A., et al. – ‘SC 13D’ on 2/28/05 re: Odimo Inc

On: Monday, 2/28/05, at 5:20pm ET · Accession #: 950138-5-197 · File #: 5-80571

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/28/05  Lenorth Holdings S.A.             SC 13D                 1:55K  Odimo Inc                         Bryan Cave LLP 01/FA
          Benny Steinmetz
          Daniel Steinmetz
          Lenorth Holdings, S.A.
          Nir Livnat
          SDG Marketing, Inc.

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      \Lenorth Holdings\Odimo 13D\                          17     91K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Registration Rights Agreement Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
8	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
"	Registration Rights Agreement
"	Item 7. Material to be Filed as Exhibits

SC 13D 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 
RULE 13d-2(a) 

(Amendment No. )* 

Odimo Incorporated
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

67606R107 
(CUSIP Number)

Alan Lipton 
Chief Executive Officer and President 
Odimo Incorporated
14001 N.W. 4th Street 
Sunrise, Florida 33325
Tel. No.: (954) 835-2233
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

February 18, 2005 
(Date of Event Which Requires Filing of This Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition that is the subject of this Schedule 13D, and is filing this    
schedule because of Rule 13d 1(e), 13d-1(f) or 13d-1(g), check the following    
box [ ].                                                                        

   Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.                                          

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).                                                                     

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CUSIP No. 67606R107                 13D                           Page 2 of 13  
-----------------------------------------------------------------------------   
1    NAMES OF REPORTING PERSONS                                                 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

Beny Steinmetz                                                        
-----------------------------------------------------------------------------   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]               
                                           (b) [ ]
-----------------------------------------------------------------------------   
3    SEC USE ONLY                                                               
-----------------------------------------------------------------------------   
4    SOURCE OF FUNDS*                                                           

AF                                                                    
-----------------------------------------------------------------------------   
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEM 2(d) or 2(e)                                                     
                                                  [  ]
-----------------------------------------------------------------------------   
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Israel                                                                
-----------------------------------------------------------------------------   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              0                                                           
            --------------------------------------------------------------
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            1,883,832 (1)                                               
            --------------------------------------------------------------
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           0                                                           
            --------------------------------------------------------------
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                1,883,832 (1)                                               
-----------------------------------------------------------------------------   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,883,832 (1)                                                       
-----------------------------------------------------------------------------   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                         [ ]
-----------------------------------------------------------------------------   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

26.2%                                                                 
-----------------------------------------------------------------------------   
14   TYPE OF REPORTING PERSON*                                                  

IN                                                                    
-----------------------------------------------------------------------------   

_______________                                                                 

1  See Item 5(b).                                                               

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CUSIP No. 67606R107                 13D                           Page 3 of 13  

*SEE INSTRUCTIONS BEFORE FILLING OUT  

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CUSIP No. 67606R107                 13D                           Page 4 of 13  
-----------------------------------------------------------------------------   
1    NAMES OF REPORTING PERSONS                                                 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

Daniel Steinmetz                                                      
-----------------------------------------------------------------------------   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]               
                                           (b) [ ]
-----------------------------------------------------------------------------   
3    SEC USE ONLY                                                               
-----------------------------------------------------------------------------   
4    SOURCE OF FUNDS*                                                           

AF                                                                    
-----------------------------------------------------------------------------   
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEM 2(d) or 2(e)                                                     
                                                  [  ]
-----------------------------------------------------------------------------   
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Israel                                                                
-----------------------------------------------------------------------------   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              0                                                           
            --------------------------------------------------------------
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            1,657,070 (1)                                               
            --------------------------------------------------------------
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           0                                                           
            --------------------------------------------------------------
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                1,657,070 (1)                                               
-----------------------------------------------------------------------------   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,657,070 (1)                                                       
-----------------------------------------------------------------------------   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                         [ ]
-----------------------------------------------------------------------------   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

23.1%                                                                 
-----------------------------------------------------------------------------   
14   TYPE OF REPORTING PERSON*                                                  

IN                                                                    
-----------------------------------------------------------------------------   
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 67606R107                 13D                           Page 5 of 13  
-----------------------------------------------------------------------------   
1    NAMES OF REPORTING PERSONS                                                 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

Nir Livnat                                                            
-----------------------------------------------------------------------------   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]               
                                           (b) [ ]
-----------------------------------------------------------------------------   
3    SEC USE ONLY                                                               
-----------------------------------------------------------------------------   
4    SOURCE OF FUNDS*                                                           

AF                                                                    
-----------------------------------------------------------------------------   
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEM 2(d) or 2(e)                                                     
                                                  [  ]
-----------------------------------------------------------------------------   
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Israel                                                                
-----------------------------------------------------------------------------   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              0                                                           
            --------------------------------------------------------------
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            1,657,070 (1)                                               
            --------------------------------------------------------------
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           0                                                           
            --------------------------------------------------------------
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                1,657,070 (1)                                               
-----------------------------------------------------------------------------   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,657,070 (1)                                                       
-----------------------------------------------------------------------------   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                         [ ]
-----------------------------------------------------------------------------   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

23.1%                                                                 
-----------------------------------------------------------------------------   
14   TYPE OF REPORTING PERSON*                                                  

IN                                                                    
-----------------------------------------------------------------------------   
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 67606R107                 13D                           Page 6 of 13  
-----------------------------------------------------------------------------   
1    NAMES OF REPORTING PERSONS                                                 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

Lenorth Holdings, S.A.                                                
-----------------------------------------------------------------------------   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]               
                                           (b) [ ]
-----------------------------------------------------------------------------   
3    SEC USE ONLY                                                               
-----------------------------------------------------------------------------   
4    SOURCE OF FUNDS*                                                           

WC                                                                    
-----------------------------------------------------------------------------   
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEM 2(d) or 2(e)                                                     
                                                  [  ]
-----------------------------------------------------------------------------   
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

British Virgin Islands                                                
-----------------------------------------------------------------------------   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              0                                                           
            --------------------------------------------------------------
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            1,023,762                                                   
            --------------------------------------------------------------
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           0                                                           
            --------------------------------------------------------------
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                1,023,762                                                   
-----------------------------------------------------------------------------   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

1,023,762                                                           
-----------------------------------------------------------------------------   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                         [ ]
-----------------------------------------------------------------------------   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

14.3%                                                                 
-----------------------------------------------------------------------------   
14   TYPE OF REPORTING PERSON*                                                  

CO                                                                    
-----------------------------------------------------------------------------   
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 67606R107                 13D                           Page 7 of 13  
-----------------------------------------------------------------------------   
1    NAMES OF REPORTING PERSONS                                                 
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   

SDG Marketing, Inc.                                                   
-----------------------------------------------------------------------------   
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) [ ]               
                                           (b) [ ]
-----------------------------------------------------------------------------   
3    SEC USE ONLY                                                               
-----------------------------------------------------------------------------   
4    SOURCE OF FUNDS*                                                           

WC                                                                    
-----------------------------------------------------------------------------   
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
ITEM 2(d) or 2(e)                                                     
                                                  [  ]
-----------------------------------------------------------------------------   
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

British Virgin Islands                                                
-----------------------------------------------------------------------------   
NUMBER OF      7    SOLE VOTING POWER                                           

SHARES              0                                                           
            --------------------------------------------------------------
BENEFICIALLY   8    SHARED VOTING POWER                                         

OWNED BY            633,308                                                     
            --------------------------------------------------------------
EACH           9    SOLE DISPOSITIVE POWER                                      

REPORTING           0                                                           
            --------------------------------------------------------------
PERSON         10   SHARED DISPOSITIVE POWER                                    

WITH                633,308                                                     
-----------------------------------------------------------------------------   
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

633,308                                                             
-----------------------------------------------------------------------------   
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                         [ ]
-----------------------------------------------------------------------------   
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

8.8%                                                                  
-----------------------------------------------------------------------------   
14   TYPE OF REPORTING PERSON*                                                  

CO                                                                    
-----------------------------------------------------------------------------   
*SEE INSTRUCTIONS BEFORE FILLING OUT

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CUSIP No. 67606R107                 13D                           Page 8 of 13  

Item 1.  Security and Issuer.                                                   

This statement on Schedule 13D is being filed by the Reporting Persons in       
connection with the Common Stock, par value $0.001 per share (the "Common       
Stock"), of Odimo Incorporated, a Delaware corporation (the "Company"), with its
principal executive offices at 14001 N.W. 4th Street, Sunrise, Florida 33325.   

Item 2.  Identity and Background.                                               

(a) This Schedule 13D is being filed on behalf of Beny Steinmetz, Daniel        
Steinmetz, Nir Livnat, Lenorth Holdings, S.A. and SDG Marketing, Inc.           
(collectively, the "Reporting Persons"). SDG Marketing, Inc. and Lenorth        
Holdings, S.A. are part of The Steinmetz Diamond Group, which is owned          
indirectly by trusts or foundations for the benefit of Beny Steinmetz, Daniel   
Steinmetz and Nir Livnat. Beny Steinmetz and Daniel Steinmetz are brothers. Nir 
Livnat is not related to either Beny or Daniel Steinmetz.                       

The Reporting Persons have entered into a Joint Filing Agreement, a copy of     
which is filed with this Schedule 13D as Exhibit 1, pursuant to which the       
Reporting Persons have agreed to file this Schedule 13D (and all amendments     
thereto) jointly in accordance with the provisions of Rule 13d-1(k) of the      
Securities Exchange Act of 1934, as amended. The Reporting Persons have also    
entered into a Limited Power of Attorney with respect to the filing of this     
Schedule 13D (including all amendments thereto), a copy of which is filed with  
this Schedule 13D as Exhibit 8.                                                 

(b) The principal business office of Beny Steinmetz is c/o Scorpio (BSG) Ltd.,  
85, Medinat Hayehudin St., P.O. Box 4030, Herzilya Pituach, Israel 46140. The   
principal business office of each of Daniel Steinmetz and Nir Livnat is c/o The 
Steinmetz Diamond Group, 54 Bezalel Street, Ramat Gan, Tel Aviv, Israel 52521.  
The office of each of Lenorth Holdings, S.A. and SDG Marketing, Inc. is 24 De   
Castro Street, Wickhams Cay I, Road Town, Tortolla, British Virgin Islands.     

(c) Each of Beny Steinmetz and Daniel Steinmetz serve as a Joint Chairman of The
Steinmetz Diamond Group. Nir Livnat serves as Chief Executive Officer of The    
Steinmetz Diamond Group. SDG Marketing, Inc. provides certain marketing and     
advertising services for The Steinmetz Diamond Group. Lenorth Holdings, S.A. is 
an investment holding company.                                                  

(d) During the last five years, each of the Reporting Persons has not been      
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

(e) During the last five years, each of the Reporting Persons was not a party to
a civil proceeding of a judicial or administrative body of competent            
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.                                            

(f) Each of Beny Steinmetz, Daniel Steinmetz, Nir Livnat are citizens of Israel.
Each of SDG Marketing, Inc. and Lenorth Holdings, S.A. is a corporation         
organized under the laws of the British Virgin Islands.                         

Item 3.  Source and Amount of Funds or Other Consideration.                     

Prior to the Company's initial public offering, the Reporting Persons acquired  
certain shares of Common Stock of the Company, Series A Preferred Stock of the  
Company, Series B Preferred Stock of the Company, and Series C Preferred Stock  
of the Company, as well as certain options to acquire shares of Common Stock of 
the Company and warrants to acquire shares of Preferred Stock of the Company.   
The                                                                             

CUSIP No. 67606R107                 13D                           Page 9 of 13  

source and amount of the funds used in making the purchases of the capital      
stock and derivative securities of the Company were from available working      
capital of the Reporting Persons.                                               

On February 18, 2005, in connection and contemporaneous with the closing of the 
Company's initial public offering, all warrants to acquire Preferred Stock of   
the Company held by the Reporting Persons were exercised and all classes of the 
Company's outstanding Preferred Stock were converted into shares of Common Stock
of the Company.                                                                 

On February 18, 2005, SDG Marketing, Inc. purchased 300,000 shares of Common    
Stock of the Company in the Company's initial public offering for an aggregate  
purchase price of $2,700,000. The source and amount of the funds used in making 
the purchases of the Common Stock were from available working capital of SDG    
Marketing, Inc.                                                                 

Item 4.  Purpose of Transaction                                                 

See Item 3 for a description of the acquisitions of shares of Common Stock of   
the Company by the Reporting Persons.                                           

The Reporting Persons intend to review their holdings in the Company on a       
continuing basis and, depending upon the price and availability of the capital  
stock of the Company, subsequent developments affecting the Company, the        
business prospects of the Company, general stock market and economic conditions,
tax considerations and other factors deemed relevant, may consider increasing or
decreasing their investment in the Company. As part of this ongoing review, the 
Reporting Persons may from time to time evaluate, consider and/or propose a     
variety of strategic alternatives that are or may become available to the       
Company or that relate to their holdings in the Company, including, without     
limitation, (i) a sale or transfer of all or a portion of the assets of the     
Company and/or any of its subsidiaries, (ii) an extraordinary corporate         
transaction, such as a merger, reorganization or liquidation involving the      
Company and/or any of its subsidiaries and (iii) a proposal and/or pursuit of   
changes in the Board of Directors and/or management of the Company, and may in  
the future engage legal and financial advisors to assist them in any such       
review. Except as otherwise set forth herein, each of the Reporting Persons has 
no present plans or proposals with respect to any other action referred to in   
instructions (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person   
expressly reserves the right to change its business plans, operations and       
management arrangements with respect to the Company based on future             
developments.                                                                   

Item 5.  Interest in Securities of the Issuer                                   

  (a) Beny Steinmetz beneficially owns 1,883,832 shares of Common Stock of
the Company, constituting approximately 26.2% of the issued and outstanding     
Common Stock of the Company (based on 7,161,923 shares of Common Stock of the   
Company outstanding as set forth in the Company's prospectus filed on February  
16, 2005). Pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934,   
Beny Steinmetz, as majority shareholder of STI Ventures, N.V., a venture        
company, is deemed the beneficial owner of 226,762 shares of Common Stock of the
Company held by STI Ventures, N.V. Such shares of Common Stock held by STI      
Ventures, N.V. are included in the number of shares reported herein by Beny     
Steinmetz.                                                                      

   Each of Daniel Steinmetz and Nir Livnat beneficially own 1,657,070 shares
of Common Stock of the Company, constituting approximately 23.1% of the issued  
and outstanding Common Stock of the Company (based on 7,161,923 shares of Common
Stock of the Company outstanding as set forth in the Company's prospectus filed 
on February 16, 2005).                                                          

CUSIP No. 67606R107                 13D                           Page 10 of 13 

   Lenorth Holdings, S.A. beneficially owns 1,023,762 shares of Common Stock
of the Company, constituting approximately 14.3% of the issued and outstanding  
Common Stock of the Company (based on 7,161,923 shares of Common Stock of the   
Company outstanding as set forth in the Company's prospectus filed on February  
16, 2005). Pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934,   
each of Beny Steinmetz, Daniel Steinmetz and Nir Livnat are deemed to be the    
beneficial owners of the shares of Common Stock of the Company held of record by
Lenorth Holdings, S.A.                                                          

     SDG Marketing, Inc. beneficially owns 633,308 shares of Common Stock of the
Company, constituting approximately 8.8% of the issued and outstanding Common   
Stock of the Company (based on 7,161,923 shares of Common Stock of the Company  
outstanding as set forth in the Company's prospectus filed on February 16,      
2005). Pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934, each  
of Beny Steinmetz, Daniel Steinmetz and Nir Livnat are deemed to be the         
beneficial owners of the shares of Common Stock of the Company held of record by
SDG Marketing, Inc.                                                             

(b) SDG Marketing, Inc. and Lenorth Holdings, S.A. are part of The    
Steinmetz Diamond Group, which is owned indirectly by trusts or foundations for 
the benefit of Beny Steinmetz, Daniel Steinmetz and Nir Livnat. Beny Steinmetz  
and Daniel Steinmetz are brothers. Nir Livnat is not related to either Beny or  
Daniel Steinmetz. By virtue of these relationships, each of Beny Steinmetz,     
Daniel Steinmetz and Nir Livnat may be deemed to share the power to vote or to  
direct the vote and may be deemed to share the power to dispose or to direct the
disposition of the shares of Common Stock of the Company held of record by      
Lenorth Holdings, S.A. and SDG Marketing, Inc. As the majority shareholder of   
STI Ventures, N.V., Beny Steinmetz has shared power to vote or to direct the    
vote and shared power to dispose or direct the disposition of the shares of     
Common Stock of the Company held of record by STI Ventures, N.V.                

     (c) Except as described herein, the Reporting Persons have not effected any
transactions in the Common Stock of the Company during the past sixty days.     

     (d) Except as described herein, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock.                                                           

(e) Not applicable.                                                   

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.                                                       

Lock-Up Agreements.                                                             

In connection with the initial public offering of the Company, each of the      
Reporting Persons entered into a lock-up agreement with the underwriters of the 
offering, pursuant to which, among other things, each of the Reporting Persons  
agreed that, without the prior written consent of CIBC World Markets Corp., as  
representative of the several underwriters of the offering, that they will not  
(and will not announce or disclose any intention to) for a period of 180 days   
subsequent to February 14, 2005, directly or indirectly,                        

o   offer, sell, assign, transfer, pledge, encumber, agree or contract to sell, 
grant an option to purchase or enter into any transaction or device that is     
designed to, or could reasonably be expected to, result in the disposition by   
any person at any time in the future of, or                                     

o   enter into any swap, derivative or transaction or other arrangement that    
transfers to another, in whole or in part, any of the economic benefits or risks
of ownership of,                                                                

CUSIP No. 67606R107                 13D                           Page 11 of 13 

any shares of Common Stock of the Company, any option, right or warrant to      
purchase shares of Common Stock or any securities convertible into or           
exchangeable for Common Stock of the Company, that may be deemed to be          
beneficially owned (within the meaning of Rule 13d-3 under the Securities       
Exchange Act of 1934, as amended) by such Reporting Person on the date hereof or
hereafter acquired. Copies of each of the lock-up agreements entered into by    
Beny Steinmetz, Daniel Steinmetz, Nir Livnat, Lenorth Holdings, S.A. and SDG    
Marketing, Inc. are attached as Exhibits 2, 3, 4, 5 and 6 hereto.               

Registration Rights Agreement.                                                  

Each of Lenorth Holdings, S.A. and SDG Marketing, Inc. are parties to an to an  
Amended and Restated Registration Rights Agreement, dated March 30, 2004 (the   
"Registration Rights Agreement"), pursuant to which the Company has granted     
certain rights to the holders of shares of Common Stock issued or issuable upon 
conversion of shares of its Registrable Securities (as defined therein).        
Pursuant to the terms of the Registration Rights Agreement, during the period   
commencing six months after the Company's initial public offering and ending on 
the fifth anniversary of such offering, subject to certain exceptions, the      
holders of 20% or more of the then-outstanding Registrable Securities may       
require the Company to file with the Securities and Exchange Commission for the 
registration of the Registrable Securities (i) up to two registration statements
if the Company is not eligible to register the Registrable Securities on Form   
S-3 or (ii) an unlimited number of registration statements on Form S-3.         

Item 7.  Material to be Filed as Exhibits.                                      

Exhibit 1.  Joint Filing Agreement, dated as of February 28, 2005, by and among 
            Beny Steinmetz, Daniel Steinmetz, Nir Livnat, Lenorth Holdings, S.A.
and SDG Marketing, Inc.                                 

Exhibit 2.  Lock-Up Agreement, dated as of December 28, 2004, of Beny Steinmetz.

Exhibit 3.  Lock-Up Agreement, dated as of December 28, 2004, of Daniel         
Steinmetz.                                              

Exhibit 4.  Lock-Up Agreement, dated as of December 28, 2004, of Nir Livnat.    

Exhibit 5.  Lock-Up Agreement, dated as of December 28, 2004, of Lenorth        
Holdings, S.A.                                          

Exhibit 6.  Lock-Up Agreement, dated as of December 28, 2004, of SDG Marketing, 
Inc.                                                    

Exhibit 7.  Amended and Restated  Registration  Rights  Agreement,  dated as of 
          March 30, 2004,  by and among Odimo  Incorporated  and the holders
    of Series B Preferred  Stock,  Series C Preferred Stock, and
     Series  D  Preferred  Stock,  incorporated  by  reference  to
         Exhibit  4.2.2  of  the  Company's Registration Statement on Form
S-1 filed on July 16, 2004.                             

Exhibit 8.  Limited Power of Attorney.                                          

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CUSIP No. 67606R107                 13D                           Page 12 of 13 

Signature 

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated:  February 28, 2005                                                       

                                /s/  Pavlo Protopapa, Authorized
                        Representative
                       -----------------------
              Beny Steinmetz

                                /s/  Pavlo Protopapa, Authorized
                        Representative
                       -----------------------
                Daniel Steinmetz

                                /s/  Pavlo Protopapa, Authorized
                        Representative
                       -----------------------
          Nir Livnat

                      LENORTH HOLDINGS, S.A.

                       By: /s/ Pavlo Protopapa
                       -----------------------
                        Name:  Pavlo Protopapa
                                  Title: Authorized Representative

                   SDG MARKETING, INC.

                       By: /s/ Pavlo Protopapa
                       -----------------------
                      Name:  Pavlo Protopapa
                                Title: Authorized Representative

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CUSIP No. 67606R107                 13D                           Page 13 of 13 

                                                                       Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them 
of a statement on Schedule 13D (including amendments thereto) with respect to   
certain shares of Common Stock, of Odimo Incorporated and further agree that    
this Joint Filing Agreement shall be included as an exhibit to such joint       
filings.                                                                        

     The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13D and any amendments thereto, and for the      
completeness and accuracy of the information concerning such party contained    
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.  

   IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 28, 2005.                                                           

                                /s/  Pavlo Protopapa, Authorized
                        Representative
                       -----------------------
              Beny Steinmetz

                                /s/  Pavlo Protopapa, Authorized
                        Representative
                       -----------------------
                Daniel Steinmetz

                                /s/  Pavlo Protopapa, Authorized
                        Representative
                       -----------------------
          Nir Livnat

                      LENORTH HOLDINGS, S.A.

                       By: /s/ Pavlo Protopapa
                       -----------------------
                        Name:  Pavlo Protopapa
                                  Title: Authorized Representative

                   SDG MARKETING, INC.

                       By: /s/ Pavlo Protopapa
                       -----------------------
                      Name:  Pavlo Protopapa
                                Title: Authorized Representative

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                                                                       Exhibit 2

 December 28, 2004

CIBC World Markets Corp.                                                        
As Representative of the several Underwriters                               
c/o CIBC World Markets Corp.                                                    
CIBC World Markets Tower                                                        
World Financial Center                                                          
200 Liberty Street                                                              
New York, New York 10281                                                        

Re:   Public Offering of Common Stock of Odimo Incorporated     

Ladies and Gentlemen:                                                           

The undersigned acknowledges that CIBC World Markets Corp., as        
representative of the several underwriters (the "Underwriters"), has entered    
into an Underwriting Agreement (the "Underwriting Agreement") with Odimo        
Incorporated, a Delaware corporation (the "Company"), providing for the purchase
by the Underwriters of shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). The undersigned further understands
that the Company filed a Registration Statement on Form S-1 (the "Registration  
Statement") with the Securities and Exchange Commission (the "Commission") on   
July 16, 2004, for the registration of the Shares of Common Stock (including the
Shares subject to an over-allotment option on the part of the Underwriters) that
the Company intends to sell in an initial public offering (the "Offering").     

In order to induce the Company and the Underwriters to enter into the 
Underwriting Agreement and to proceed with the Offering, the undersigned        
irrevocably agrees, for the benefit of the Company and the Underwriters, that,  
without the prior written consent of CIBC World Markets Corp., the undersigned  
will not (and will not announce or disclose any intention to) for a period of   
180 days subsequent to the date of the Underwriting Agreement, directly or      
indirectly,                                                                     

o    offer, sell, assign, transfer, pledge, encumber, agree or contract to sell,
     grant an option to purchase or enter into any transaction or device that is
    designed to, or could reasonably be expected to, result in the disposition
by any person at any time in the future of, or                        

o    enter into any swap, derivative or transaction or other arrangement that   
    transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of,                                                

any shares of Common Stock, any option, right or warrant to purchase shares of  
Common Stock or any securities convertible into or exchangeable for Common Stock
(collectively, the "Restricted Securities"), that may be deemed to be           
beneficially owned (within the meaning of Rule 13d-3 under the Securities       
Exchange Act of 1934, as amended) by the undersigned on the date hereof or      
hereafter acquired. These restrictions do not extend to any Shares to be sold to
the Underwriters in the Offering, or pledged as collateral or transferred as a  
gift or gifts (provided that any pledgee or donee thereof agrees in writing to  
be bound by the terms hereof). In addition, the undersigned agrees that, without
the prior written consent of CIBC World Markets Corp., the undersigned will not,
during the period commencing on the date hereof and ending 180 days after the   
execution of the Underwriting Agreement, make any demand for or exercise any    
right with respect to, the registration of any Restricted Securities.           

The undersigned agrees and consents to the entry of stop transfer     
instructions with the Company's transfer agent against the transfer of any      
Restricted Securities if such transfer would constitute a violation or breach of
this agreement.                                                                 

    The undersigned, whether or not participating in the Offering, understands
that the Company and the Underwriters will proceed with the Offering in reliance
upon the representations set forth in this agreement, and that, upon request,   
the undersigned will execute any additional documents necessary in connection   
with enforcement hereof. The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this agreement. This     
agreement shall be binding on the undersigned and the successors, heirs,        
personal representatives and assigns of the undersigned.                        

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an      
Underwriting Agreement, the terms of which are subject to negotiation between   
the Company and the Underwriters. In any event, this agreement shall terminate  
if the Offering has not been consummated prior to March 31, 2005.               

 Very truly yours,

      By: /s/ Beny Steinmetz
              --------------------------
         Name:  Beny Steinmetz
Title:      

2 

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                                                                       Exhibit 3

 December 28, 2004

CIBC World Markets Corp.                                                        
As Representative of the several Underwriters                               
c/o CIBC World Markets Corp.                                                    
CIBC World Markets Tower                                                        
World Financial Center                                                          
200 Liberty Street                                                              
New York, New York 10281                                                        

Re:   Public Offering of Common Stock of Odimo Incorporated     

Ladies and Gentlemen:                                                           

The undersigned acknowledges that CIBC World Markets Corp., as        
representative of the several underwriters (the "Underwriters"), has entered    
into an Underwriting Agreement (the "Underwriting Agreement") with Odimo        
Incorporated, a Delaware corporation (the "Company"), providing for the purchase
by the Underwriters of shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). The undersigned further understands
that the Company filed a Registration Statement on Form S-1 (the "Registration  
Statement") with the Securities and Exchange Commission (the "Commission") on   
July 16, 2004, for the registration of the Shares of Common Stock (including the
Shares subject to an over-allotment option on the part of the Underwriters) that
the Company intends to sell in an initial public offering (the "Offering").     

In order to induce the Company and the Underwriters to enter into the 
Underwriting Agreement and to proceed with the Offering, the undersigned        
irrevocably agrees, for the benefit of the Company and the Underwriters, that,  
without the prior written consent of CIBC World Markets Corp., the undersigned  
will not (and will not announce or disclose any intention to) for a period of   
180 days subsequent to the date of the Underwriting Agreement, directly or      
indirectly,                                                                     

o    offer, sell, assign, transfer, pledge, encumber, agree or contract to sell,
     grant an option to purchase or enter into any transaction or device that is
    designed to, or could reasonably be expected to, result in the disposition
by any person at any time in the future of, or                        

o    enter into any swap, derivative or transaction or other arrangement that   
    transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of,                                                

any shares of Common Stock, any option, right or warrant to purchase shares of  
Common Stock or any securities convertible into or exchangeable for Common Stock
(collectively, the "Restricted Securities"), that may be deemed to be           
beneficially owned (within the meaning of Rule 13d-3 under the Securities       
Exchange Act of 1934, as amended) by the undersigned on the date hereof or      
hereafter acquired. These restrictions do not extend to any Shares to be sold to
the Underwriters in the Offering, or pledged as collateral or transferred as a  
gift or gifts (provided that any pledgee or donee thereof agrees in writing to  
be bound by the terms hereof). In addition, the undersigned agrees that, without
the prior written consent of CIBC World Markets Corp., the undersigned will not,
during the period commencing on the date hereof and ending 180 days after the   
execution of the Underwriting Agreement, make any demand for or exercise any    
right with respect to, the registration of any Restricted Securities.           

The undersigned agrees and consents to the entry of stop transfer     
instructions with the Company's transfer agent against the transfer of any      
Restricted Securities if such transfer would constitute a violation or breach of
this agreement.                                                                 

    The undersigned, whether or not participating in the Offering, understands
that the Company and the Underwriters will proceed with the Offering in reliance
upon the representations set forth in this agreement, and that, upon request,   
the undersigned will execute any additional documents necessary in connection   
with enforcement hereof. The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this agreement. This     
agreement shall be binding on the undersigned and the successors, heirs,        
personal representatives and assigns of the undersigned.                        

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an      
Underwriting Agreement, the terms of which are subject to negotiation between   
the Company and the Underwriters. In any event, this agreement shall terminate  
if the Offering has not been consummated prior to March 31, 2005.               

 Very truly yours,

        By: /s/ Daniel Steinmetz
              --------------------------
           Name:  Daniel Steinmetz
Title:      

2 

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                                                                       Exhibit 4

 December 28, 2004

CIBC World Markets Corp.                                                        
As Representative of the several Underwriters                               
c/o CIBC World Markets Corp.                                                    
CIBC World Markets Tower                                                        
World Financial Center                                                          
200 Liberty Street                                                              
New York, New York 10281                                                        

Re:   Public Offering of Common Stock of Odimo Incorporated     

Ladies and Gentlemen:                                                           

The undersigned acknowledges that CIBC World Markets Corp., as        
representative of the several underwriters (the "Underwriters"), has entered    
into an Underwriting Agreement (the "Underwriting Agreement") with Odimo        
Incorporated, a Delaware corporation (the "Company"), providing for the purchase
by the Underwriters of shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). The undersigned further understands
that the Company filed a Registration Statement on Form S-1 (the "Registration  
Statement") with the Securities and Exchange Commission (the "Commission") on   
July 16, 2004, for the registration of the Shares of Common Stock (including the
Shares subject to an over-allotment option on the part of the Underwriters) that
the Company intends to sell in an initial public offering (the "Offering").     

In order to induce the Company and the Underwriters to enter into the 
Underwriting Agreement and to proceed with the Offering, the undersigned        
irrevocably agrees, for the benefit of the Company and the Underwriters, that,  
without the prior written consent of CIBC World Markets Corp., the undersigned  
will not (and will not announce or disclose any intention to) for a period of   
180 days subsequent to the date of the Underwriting Agreement, directly or      
indirectly,                                                                     

o    offer, sell, assign, transfer, pledge, encumber, agree or contract to sell,
     grant an option to purchase or enter into any transaction or device that is
    designed to, or could reasonably be expected to, result in the disposition
by any person at any time in the future of, or                        

o    enter into any swap, derivative or transaction or other arrangement that   
    transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of,                                                

any shares of Common Stock, any option, right or warrant to purchase shares of  
Common Stock or any securities convertible into or exchangeable for Common Stock
(collectively, the "Restricted Securities"), that may be deemed to be           
beneficially owned (within the meaning of Rule 13d-3 under the Securities       
Exchange Act of 1934, as amended) by the undersigned on the date hereof or      
hereafter acquired. These restrictions do not extend to any Shares to be sold to
the Underwriters in the Offering, or pledged as collateral or transferred as a  
gift or gifts (provided that any pledgee or donee thereof agrees in writing to  
be bound by the terms hereof). In addition, the undersigned agrees that, without
the prior written consent of CIBC World Markets Corp., the undersigned will not,
during the period commencing on the date hereof and ending 180 days after the   
execution of the Underwriting Agreement, make any demand for or exercise any    
right with respect to, the registration of any Restricted Securities.           

The undersigned agrees and consents to the entry of stop transfer     
instructions with the Company's transfer agent against the transfer of any      
Restricted Securities if such transfer would constitute a violation or breach of
this agreement.                                                                 

    The undersigned, whether or not participating in the Offering, understands
that the Company and the Underwriters will proceed with the Offering in reliance
upon the representations set forth in this agreement, and that, upon request,   
the undersigned will execute any additional documents necessary in connection   
with enforcement hereof. The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this agreement. This     
agreement shall be binding on the undersigned and the successors, heirs,        
personal representatives and assigns of the undersigned.                        

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an      
Underwriting Agreement, the terms of which are subject to negotiation between   
the Company and the Underwriters. In any event, this agreement shall terminate  
if the Offering has not been consummated prior to March 31, 2005.               

 Very truly yours,

  By: /s/ Nir Livnat
          --------------------------
 Name:  Nir Livnat
Title:          

2 

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                                                                       Exhibit 5

 December 28, 2004

CIBC World Markets Corp.                                                        
As Representative of the several Underwriters                               
c/o CIBC World Markets Corp.                                                    
CIBC World Markets Tower                                                        
World Financial Center                                                          
200 Liberty Street                                                              
New York, New York 10281                                                        

Re:   Public Offering of Common Stock of Odimo Incorporated     

Ladies and Gentlemen:                                                           

The undersigned acknowledges that CIBC World Markets Corp., as        
representative of the several underwriters (the "Underwriters"), has entered    
into an Underwriting Agreement (the "Underwriting Agreement") with Odimo        
Incorporated, a Delaware corporation (the "Company"), providing for the purchase
by the Underwriters of shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). The undersigned further understands
that the Company filed a Registration Statement on Form S-1 (the "Registration  
Statement") with the Securities and Exchange Commission (the "Commission") on   
July 16, 2004, for the registration of the Shares of Common Stock (including the
Shares subject to an over-allotment option on the part of the Underwriters) that
the Company intends to sell in an initial public offering (the "Offering").     

In order to induce the Company and the Underwriters to enter into the 
Underwriting Agreement and to proceed with the Offering, the undersigned        
irrevocably agrees, for the benefit of the Company and the Underwriters, that,  
without the prior written consent of CIBC World Markets Corp., the undersigned  
will not (and will not announce or disclose any intention to) for a period of   
180 days subsequent to the date of the Underwriting Agreement, directly or      
indirectly,                                                                     

o    offer, sell, assign, transfer, pledge, encumber, agree or contract to sell,
     grant an option to purchase or enter into any transaction or device that is
    designed to, or could reasonably be expected to, result in the disposition
by any person at any time in the future of, or                        

o    enter into any swap, derivative or transaction or other arrangement that   
    transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of,                                                

any shares of Common Stock, any option, right or warrant to purchase shares of  
Common Stock or any securities convertible into or exchangeable for Common Stock
(collectively, the "Restricted Securities"), that may be deemed to be           
beneficially owned (within the meaning of Rule 13d-3 under the Securities       
Exchange Act of 1934, as amended) by the undersigned on the date hereof or      
hereafter acquired. These restrictions do not extend to any Shares to be sold to
the Underwriters in the Offering, or pledged as collateral or transferred as a  
gift or gifts (provided that any pledgee or donee thereof agrees in writing to  
be bound by the terms hereof). In addition, the undersigned agrees that, without
the prior written consent of CIBC World Markets Corp., the undersigned will not,
during the period commencing on the date hereof and ending 180 days after the   
execution of the Underwriting Agreement, make any demand for or exercise any    
right with respect to, the registration of any Restricted Securities.           

The undersigned agrees and consents to the entry of stop transfer     
instructions with the Company's transfer agent against the transfer of any      
Restricted Securities if such transfer would constitute a violation or breach of
this agreement.                                                                 

    The undersigned, whether or not participating in the Offering, understands
that the Company and the Underwriters will proceed with the Offering in reliance
upon the representations set forth in this agreement, and that, upon request,   
the undersigned will execute any additional documents necessary in connection   
with enforcement hereof. The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this agreement. This     
agreement shall be binding on the undersigned and the successors, heirs,        
personal representatives and assigns of the undersigned.                        

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an      
Underwriting Agreement, the terms of which are subject to negotiation between   
the Company and the Underwriters. In any event, this agreement shall terminate  
if the Offering has not been consummated prior to March 31, 2005.               

 Very truly yours,

      LENORTH HOLDINGS, S.A.

       By: /s/ Sandra Horemans
              --------------------------
          Name:  Sandra Horemans
           Title: Attorney in Fact

2 

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                                                                       Exhibit 6

 December 28, 2004

CIBC World Markets Corp.                                                        
As Representative of the several Underwriters                               
c/o CIBC World Markets Corp.                                                    
CIBC World Markets Tower                                                        
World Financial Center                                                          
200 Liberty Street                                                              
New York, New York 10281                                                        

Re:   Public Offering of Common Stock of Odimo Incorporated     

Ladies and Gentlemen:                                                           

The undersigned acknowledges that CIBC World Markets Corp., as        
representative of the several underwriters (the "Underwriters"), has entered    
into an Underwriting Agreement (the "Underwriting Agreement") with Odimo        
Incorporated, a Delaware corporation (the "Company"), providing for the purchase
by the Underwriters of shares (the "Shares") of common stock of the Company, par
value $0.001 per share (the "Common Stock"). The undersigned further understands
that the Company filed a Registration Statement on Form S-1 (the "Registration  
Statement") with the Securities and Exchange Commission (the "Commission") on   
July 16, 2004, for the registration of the Shares of Common Stock (including the
Shares subject to an over-allotment option on the part of the Underwriters) that
the Company intends to sell in an initial public offering (the "Offering").     

In order to induce the Company and the Underwriters to enter into the 
Underwriting Agreement and to proceed with the Offering, the undersigned        
irrevocably agrees, for the benefit of the Company and the Underwriters, that,  
without the prior written consent of CIBC World Markets Corp., the undersigned  
will not (and will not announce or disclose any intention to) for a period of   
180 days subsequent to the date of the Underwriting Agreement, directly or      
indirectly,                                                                     

o    offer, sell, assign, transfer, pledge, encumber, agree or contract to sell,
     grant an option to purchase or enter into any transaction or device that is
    designed to, or could reasonably be expected to, result in the disposition
by any person at any time in the future of, or                        

o    enter into any swap, derivative or transaction or other arrangement that   
    transfers to another, in whole or in part, any of the economic benefits or
risks of ownership of,                                                

any shares of Common Stock, any option, right or warrant to purchase shares of  
Common Stock or any securities convertible into or exchangeable for Common Stock
(collectively, the "Restricted Securities"), that may be deemed to be           
beneficially owned (within the meaning of Rule 13d-3 under the Securities       
Exchange Act of 1934, as amended) by the undersigned on the date hereof or      
hereafter acquired. These restrictions do not extend to any Shares to be sold to
the Underwriters in the Offering, or pledged as collateral or transferred as a  
gift or gifts (provided that any pledgee or donee thereof agrees in writing to  
be bound by the terms hereof). In addition, the undersigned agrees that, without
the prior written consent of CIBC World Markets Corp., the undersigned will not,
during the period commencing on the date hereof and ending 180 days after the   
execution of the Underwriting Agreement, make any demand for or exercise any    
right with respect to, the registration of any Restricted Securities.           

The undersigned agrees and consents to the entry of stop transfer     
instructions with the Company's transfer agent against the transfer of any      
Restricted Securities if such transfer would constitute a violation or breach of
this agreement.                                                                 

    The undersigned, whether or not participating in the Offering, understands
that the Company and the Underwriters will proceed with the Offering in reliance
upon the representations set forth in this agreement, and that, upon request,   
the undersigned will execute any additional documents necessary in connection   
with enforcement hereof. The undersigned hereby represents and warrants that the
undersigned has full power and authority to enter into this agreement. This     
agreement shall be binding on the undersigned and the successors, heirs,        
personal representatives and assigns of the undersigned.                        

     Whether or not the Offering actually occurs depends on a number of factors,
including market conditions. Any Offering will only be made pursuant to an      
Underwriting Agreement, the terms of which are subject to negotiation between   
the Company and the Underwriters. In any event, this agreement shall terminate  
if the Offering has not been consummated prior to March 31, 2005.               

 Very truly yours,

   SDG MARKETING, INC.

       By: /s/ Pavlo Protopapa
              --------------------------
          Name:  Pavlo Protopapa
   Title: Attorney

2 

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                                                                       Exhibit 8

 LIMITED POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby makes,
constitutes and appoints Pavlo Protopapa as the undersigned's true and lawful   
attorney-in-fact, with full power and authority as hereinafter described on     
behalf of and in the name, place and stead of the undersigned to:               

(1) prepare, execute, acknowledge, deliver and file on behalf of each of them a 
joint statement on Schedule 13D (including any amendments thereto or documents  
executed in connection therewith) with respect to the securities of Odimo       
Incorporated, a Delaware corporation (the "Company"), with the United States    
Securities and Exchange Commission, any national securities exchanges and the   
Company, as considered necessary or advisable under Section 13(d) of the        
Securities Exchange Act of 1934 and the rules and regulations promulgated       
thereunder, as amended from time to time (the"Exchange Act");                   

(2) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third  
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such           
information to the undersigned and approves and ratifies any such release of    
information; and                                                                

(3) perform any and all other acts which in the discretion of such              
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.                                               

The undersigned acknowledges that:                                              

(1) this Power of Attorney authorizes, but does not require, such               
attorney-in-fact to act in their discretion on information provided to such     
attorney-in-fact without independent verification of such information;          

(2) any documents prepared and/or executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact, in his or her 
discretion, deems necessary or desirable;                                       

(3) neither the Company nor such attorney-in-fact assumes (i) any liability for 
the undersigned's responsibility to comply with the requirement of the Exchange 
Act and (ii) any liability of the undersigned for any failure to comply with    
such requirements; and                                                          

(4) this Power of Attorney does not relieve the undersigned from responsibility 
for compliance with the undersigned's obligations under the Exchange Act,       
including without limitation the reporting requirements under Section 13(d) of  
the Exchange Act.                                                               

     The undersigned hereby gives and grants the foregoing attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever    
requisite, necessary or appropriate to be done in and about the foregoing       
matters as fully to all intents and purposes as the undersigned might or could  
do if present, hereby ratifying all that such attorney-in-fact of, for and on   
behalf of the undersigned, shall lawfully do or cause to be done by virtue of   
this Limited Power of Attorney.                                                 

    This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorney-in-fact.      

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IN WITNESS WHEREOF, each of the undersigned has caused this Power of  
Attorney to be executed as of this 28th day of February, 2005.                  

                   /s/  Beny Steinmetz
                       -----------------------
              Beny Steinmetz

                     /s/  Daniel Steinmetz
                       -----------------------
                Daniel Steinmetz

               /s/  Nir Livnat
                       -----------------------
          Nir Livnat

                      LENORTH HOLDINGS, S.A.

                       By: /s/ Sandra Horemans
                       -----------------------
                      Name:  Sandra Horemans
                       Title: Attorney in Fact

                   SDG MARKETING, INC.

                       By: /s/ Pavlo Protopapa
                       -----------------------
                      Name:  Pavlo Protopapa
               Title: Attorney

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	3/31/05	11	15	10-K, 10-Q
Filed on:	2/28/05	8	10
	2/18/05	1	8	3/A, 4, 8-K
	2/16/05	8		424B4
	2/14/05	8		3, 3/A, 8-K, S-1/A
	12/28/04	8	15
	7/16/04	8	15	S-1
	3/30/04	8
				List all Filings

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Filing Submission 0000950138-05-000197 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Lenorth Holdings S.A., et al. – ‘SC 13D’ on 2/28/05 re: Odimo Inc

On: Monday, 2/28/05, at 5:20pm ET · Accession #: 950138-5-197 · File #: 5-80571

Previous ‘SC 13D’: None · Next: ‘SC 13D/A’ on 12/9/05 · Latest: ‘SC 13D’ on 3/30/07

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents