www.smartbargains.com
SmartBargains, inc.
SmartBargains, Inc.
40 Broad Street, Suite 205, Boston, MA  02109

Tel: 617.695.7300  Fax 617.695.7391


November 4, 2002


Mr. Stephen M. Joseph
30 Marlborough St.
Boston, MA  02116

Dear Stephen:

We are pleased that you have accepted the offer from Carl Rosendorf to join
SmartBargains, Inc. (the "Company"). Here are some additional details regarding
your offer. This letter is intended to supercede the previous offer letter dated
October 15, 2002, and in the event of a conflict of a provision between this
letter and the aforesaid offer letter, the terms of this letter shall control
with respect to such conflicting provision.

-     Your start date is November 4, 2002.

-     Your title will be Executive Vice President and Chief Financial Officer.

-     You will be paid $1,923.08 per week, which is $100,000.00 annualized. This
      salary will continue through a transition period, during which time you
      will share the Chief Financial Officer duties with the current incumbent.
      The transition period will end when the current incumbent separates from
      the Company or on February 28, 2003, whichever occurs first. On the first
      Monday subsequent to the end of the transition period, your salary will be
      $3,846.15 per week, which is $200,000.00 annualized.

-     Subject to the approval of the Company's Board of Directors and pursuant
      to the terms of our 2000 Employee, Director and Consultant Stock Option
      Plan, you will be offered at the Company's sole discretion restricted
      common shares or options to purchase common shares of the Company in an
      amount equal to one percent of the number of fully diluted shares of the
      Company, excluding the Class B non-voting common stock shares currently
      being repurchased by the Company pursuant to its Interactive Marketing
      Agreement as amended with America Online, Inc. The purchase price of the
      shares, or the strike price of the options, will be based on the fair
      market value as approved by the Board of Directors.

-     Beginning in Fiscal Year 2004 (FY2004), you will participate in our
      Management Incentive Plan, which is stock based and performance driven.
      Subject to the approval of the Company's Board of Directors, you will be
      granted, pursuant to the terms of our 2000 Employee, Director and
      Consultant Stock Option Plan, an option to purchase up to an additional
      60,000 shares of common stock at fair market value on the date of the
      grant. This option, if awarded, will be completely vested upon grant. The
      Plan specifics and goal targets will be outlined to you when the targets
      are developed for FY2004.
<PAGE>
-     Annual salary and performance reviews are conducted on a company-wide
      basis for all employees on or around the end of the fiscal year (January
      31st). Given the above terms related to your salary offer, you will not be
      eligible to participate in the company-wide salary review process during
      this upcoming cycle.

-     You will begin accruing vacation at the rate of three (3) weeks per year
      upon your date of hire.

-     You become eligible for benefits the first of the month following your
      hire date.

Please note that this material does not constitute a contract of employment for
a fixed term, and the terms and conditions above may be adjusted at the
Company's discretion at any time. Either you or the Company may terminate your
employment relationship at any time.

You will be expected to devote your full business time and best efforts to the
performance of your duties and responsibilities for the Company and to abide by
the Company policies and procedures, which may be changed from time to time.

You agree that some restrictions on your activities during your employment are
necessary to protect the goodwill and proprietary information and other
legitimate interests of the Company. Accordingly, in consideration of your
employment by the Company, you agree to execute the
confidentiality/non-competition agreement enclosed with this letter.

SmartBargains offers an extensive benefits program including medical and dental
coverage, life insurance, disability insurances, and a 401(k) plan. During your
orientation, you will be asked to complete necessary benefits and employment
related forms. On your first day, you will need to bring forms of identification
for completion of the "Employment Eligibility Form (I-9)" as required by law.
The most common forms of identification include:

      a copy of your original social security card and driver's license or;
      original birth certificate and driver's license or;
      a passport

Enclosed for your review are the following items:

      Benefits literature
      Employment application
      Second copy of this offer letter (please sign and mail to my attention)
      Generic Form of Agreement Not to Compete or Disclose
      Generic Form of Incentive Stock Option Agreement

By signing the letter below, you represent that you have no obligations or
commitments inconsistent with your employment by the Company and that you are
not directly or indirectly employed by, advising, consulting with or acting as
an agent for any company, organization, or other entity that has as its primary
business the direct sale or marketing to consumers through the internet of
excess consumer products inventory. You understand that if the Company
determines otherwise (in its sole and absolute discretion), the Company could
immediately terminate your employment.
<PAGE>
In accepting this offer, you represent that you have not relied upon any
agreements or representations, written or oral, express or implied, with respect
to your employment that are not expressly set forth in this letter.

Welcome to the team! Please sign a copy of this letter and the Form of Agreement
Not to Compete or Disclose to confirm your acceptance and fax to me if possible
at (617) 456-2910, or mail to me in the pre-addressed envelope along with your
completed employment application. In the meantime, if you have any additional
questions please feel free to contact me at 617-695-7306

Sincerely,

/s/ Kathy Robinson

Kathy Robinson
Director of Human Resources


Signed and Agreed:

/s/ Stephen M. Joseph                             11/4/02
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Name                                              Date

Source: OneCLE Business Contracts.