THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into this 1st day of November,
1999, by and between Strouds, Inc. ("Employer") and Harry Brown ("Employee").
1. EMPLOYMENT AND TERM. Employer hereby employs Employee and Employee hereby accepts
employment with and agrees to serve Employer in the capacities and subject to and upon the terms and
conditions hereinafter set forth. The term of Employee's employment hereunder shall be the period commencing
on the date hereof, subject to termination as provided in Paragraph 12 hereof, and continuing in effect until after
the second anniversary of the date hereof.
2. DUTIES. Employee shall be employed by Employer as Executive Vice President, Merchandising and
Marketing of Strouds, Inc. reporting to the Chief Executive Officer of Employer. Employee shall perform the
duties normally associated with such position, subject at all times to the general supervision and pursuant to the
orders, advice and direction of the Chief Executive Officer of Employer, and Employee shall perform such other
duties as the Chief Executive Officer of Employer may reasonably assign to Employee from time to time.
Employee agrees that so long as this Agreement continues in effect, Employee shall devote his full business time
and energies to the business and affairs of Employer, use his best efforts, skills and abilities to promote
Employer's interests, and perform the duties described herein and such other duties as may be reasonably
assigned to Employee.
3. BASE SALARY. Employer shall pay Employee, and Employee hereby agrees to accept, as compensation for
services rendered hereunder, a salary of Three Hundred Thousand Dollars ($300,000.00) per year ($11,538.46
bi-weekly) effective as of November 1, 1999, subject to an upward adjustment at the sole discretion of
Employer. Employer shall reevaluate Employee's base salary each year. Employee understands and agrees that
Employer has no obligation to increase his base salary as a result of su