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Consulting Agreement

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Sectors: Specialty Retail
Effective Date: November 22, 2002
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THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective as of November 22, 2002 (the "Effective Date") by and between MARC DOUGLAS, (the "Consultant"), and TMI HOLDINGS, INC., a Florida corporation (the "Company").


WHEREAS, the Company desires to retain the Consultant to consult with the Company regarding strategies for development and expansion of the Company's business, including advice with respect to mergers and acquisitions; and

WHEREAS, the Consultant and the Company desire to enter into this Agreement under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:

1. ENGAGEMENT. The Company hereby retains the Consultant, and the
---------- Consultant hereby accepts such engagement, on the terms and conditions set forth herein. During the term of this Agreement and any renewal(s) hereof (all references herein to the term of this Agreement shall be deemed to include references to all periods of renewal, if any), the Consultant shall devote such time and perform diligently such services as provided in Section 3, but shall not be required to devote any specific number of hours to such service.

2. TERM. The term of this Agreement shall be five years commencing on the
---- Effective Date (the "Contract Term"). The Agreement will automatically expire upon the expiration of the preceding Contract Term.


a. During the term of this Agreement, the Consultant shall:

i. provide consultation services to the Company for the purpose of
assisting the Company in developing and expanding the business of the

ii. assist the Company in developing, studying and evaluating
capital-raising and merger and acquisition proposals; and

iii. report to the Company and perform such services as may be
requested by the Company in accordance with this Agreement.

b. The Company agrees to reimburse the Consultant for any pre-approved out-of-pocket expenses related to duties undertaken by the Consultant pursuant to this Agreement.

4. COMPENSATION. As compensation for services rendered by Consultant under
------------ this Agreement, the Company shall pay Consultant an aggregate of $500,000, which shall be paid in five equal annual installments, commencing on the Effective Date of $100,000 each by the Company assigning to Consultant the sum of $100,000 per year each year during the term hereof of the sum due to the Company under that original Promissory Note in the original principal amount of $1,175,000 made by Thrift Ventures, Inc., to the Company, a copy of which is attached hereto as Exhibit A.

5. TERMINATION. This Agreement is non-cancelable. This Agreement may be
----------- terminated only in the event Consultant is not available at reasonable times to perform his duties hereunder.
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