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                                                                  EXHIBIT 10.32


                              CONSULTING AGREEMENT


         This Consulting Agreement is made and entered into as of the last day
set forth in the signature area below, by and between Home Depot U.S.A., Inc.
("Home Depot") and Dennis J. Carey ("Consultant").

         WHEREAS, Home Depot desires to utilize and avail itself of the
training and experience of Consultant as an independent contractor in a
consulting capacity, as more fully set forth herein; and

         WHEREAS, Consultant desires to provide consulting services to Home
Depot in the manner, for the purposes, and under the terms and conditions
hereinafter set forth; and

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties hereby agree as follows:

1.       Engagement and Duties. Commencing on October 1, 2003, Home Depot
engages Consultant, and Consultant agrees to serve, as an independent
contractor, to perform consulting services for the Chief Executive Officer
("CEO") and/or the Executive Vice President of Strategy, Business Development
and Corporate Operations ("EVP") of Home Depot relating to Six Sigma processes
and merger and acquisition issues, as may be requested by the CEO or EVP from
time to time. Consultant shall be available for consultation for a maximum of
forty (40) hours per month.

2.       Term. This Consulting Agreement shall have a term commencing on
October 1, 2003 and ending on October 1, 2006. The parties may mutually agree
to terminate this Consulting Agreement at any time prior to October 1, 2006.
Home Depot has the sole discretion to terminate this Consulting Agreement at
any time prior to October 1, 2006. In the event Home Depot exercises this
right, and the termination of the Consulting Agreement is not pursuant to
Paragraph 9 (below), Home Depot will continue to pay Consultant as set forth in
Paragraph 3 (below).

3.       Compensation. As compensation for the services to be rendered
hereunder during the term of this Consulting Agreement, Home Depot shall pay
Consultant a consulting fee at the rate of $600,000 per year, paid on a
bi-weekly basis, from October 1, 2003 through October 1, 2006. Such consulting
fee shall be payable to consultant irrespective of the actual amount of time
Consultant spends in consultation with Home Depot. Home Depot shall issue
Consultant a Form 1099 reflecting the payments to Consultant for such services.

4.       Reimbursable Expenses. Home Depot shall reimburse Consultant only for
those reasonable and necessary expenses incurred by Consultant in performing
his duties hereunder as required by the CEO or EVP. Consultant shall include
receipts for all individual expenditures for which Consultant seeks
reimbursement.


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5.       Ownership of Materials.

         (a)      Home Depot, or its assignee, will own and have all right and
                  title in all ideas, concepts, plans, creations or work
                  product produced at the request of Home Depot during the term
                  of this Consulting Agreement, including, without limitation,
                  any writings, drawings and documentation of any kind
                  (collectively, the "Works") and, to the extent possible, all
                  Works shall be considered a work made for hire for Home Depot
                  within the meaning of Title 17 of the United States Code (the
                  Copyright Act). Consultant hereby grants, transfers and
                  assigns any and all right, title and interest in and to the
                  Works and all materials contained therein or prepared
                  therefor, including all copyrights and rights under
                  copyright, to Home Depot worldwide and in perpetuity. In
                  addition, Consultant shall assign and hereby so assigns to
                  Home Depot all of its interest in the Works. Consultant
                  grants to Home Depot an irrevocable, non-exclusive,
                  worldwide, royalty-free license to use, execute and copy for
                  its internal purposes any pre-existing materials contained in
                  the Works. Consultant shall cooperate fully with Home Depot
                  and shall execute such further documentation as Home Depot
                  may request in order to establish, secure, maintain or
                  protect Home Depot's, or its assignee's, ownership of the
                  Works and of all rights therein. Furthermore, Consultant
                  agrees that he shall never transfer or assign the Works, or
                  any rights therein, to any third party.

         (b)      Consultant hereby (i) waives any so-called "moral rights"
                  with respect to the Works; (ii) agrees never to use the Works
                  without the prior express written consent of Home Depot;
                  (iii) agrees never to contest Home Depot's or its assignee's
                  exclusive, complete and unrestricted ownership in and to the
                  Works (including all copyright rights therein), or to claim
                  adverse rights therein; and (iv) acknowledges that it shall
                  not be entitled to any compensation beyond that specifically
                  provided herein for any of the Works.

6.       Relationship Between Parties. Consultant is retained by Home Depot
only for the purposes and to the extent set forth in this Consulting Agreement,
and Consultant's relationship to Home Depot and its affiliated companies shall,
during the term of this Consulting Agreement, be that of an INDEPENDENT
CONTRACTOR. Consultant shall not be considered under the provisions of this
Consulting Agreement or otherwise as being an employee or as being entitled to
participate in any plans, arrangements or distributions by Home Depot or its
affiliated companies pertaining to or in connection with any pension, stock,
bonus, insurance or similar benefits available to employees. Consultant is
exclusively responsible for payment of all contributions and taxes due under
federal and/or state income, social security, FICA, old age benefit,
unemployment insurance or worker's compensation laws with respect to payment of
consulting fees from Home Depot to Consultant.

7.       Injuries to Consultant. Consultant hereby waives, for Consultant and
Consultant's heirs, personal representatives, successors and assigns, any and
all rights that Consultant might otherwise have to any recovery from Home
Depot, whether for costs and expenses incurred, for damages or otherwise, in
the event Consultant suffers any personal injury or property damage in
rendering services hereunder.


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8.       Confidential Information. Consultant acknowledges an obligation of
confidence to Home Depot and agrees that, during the term of this Consulting
Agreement and subsequent thereto, Consultant will not disclose to any third
party or use (other than as authorized by Home Depot) any of its confidential
or proprietary business information or trade secrets. "Confidential
Information" shall include any data or information that is valuable to Home
Depot and not generally known to competitors of Home Depot or other outsiders,
regardless of whether the confidential information is in printed, written or
electronic form, retained in the Consultant's memory or has been compiled or
created by the Consultant. This includes, but is not limited to: technical,
financial, personnel, staffing, payroll, computer systems, marketing,
advertising, merchandising, product, vendor, customer or store planning data,
trade secrets, or other information similar to the foregoing. Upon termination
of this Consulting Agreement, Consultant shall promptly deliver to Home Depot
all Confidential Information, including any analyses, reports or summaries
thereof, and all equipment and supplies of Home Depot which are then in
Consultant's possession.

9.       Early Termination. This Consulting Agreement shall terminate in
advance of the time set forth in Paragraph 2, without any further liability on
the part of Home Depot except to pay any undisputed consulting fees or to
reimburse any undisputed expenses then owed to Consultant pursuant to
Paragraphs 3 or 4, in the event of Consultant's inability or refusal to comply
with the terms of this Consulting Agreement, or in the event Consultant
breaches this Consulting Agreement.

10.      Non-Competition and Non-Solicitation. Consultant agrees to comply with
the non-competition and non-solicitation provisions of the Separation Agreement
& Release executed by him on June 14, 2002. Any breach of these provisions shall
result in the automatic termination of this Consulting Agreement and Executive
will be required to reimburse Home Depot for any and all compensation paid to
him under the terms of this Consulting Agreement. Home Depot would also have no
further obligation to pay Consultant pursuant to Paragraphs 3 or 4 and all
commitments to make additional payments to the Consultant will be null and void.

11.      Consultant's Right to Engage in Other Independent Contractor
Relationships or to Obtain Employment. Nothing in this Consulting Agreement
shall restrict or prohibit Consultant from engaging in other independent
contractor relationships, or from obtaining employment with an entity other
than Home Depot, except that Consultant agrees not to engage in an independent
contractor or employer-employee relationship with a competitor of Home Depot,
as defined in the Separation Agreement & Release referenced in Paragraph 10
above.

12.      Warranty.

         (a)      Consultant warrants to Home Depot that the services will be
                  performed in a competent manner in compliance with all
                  applicable laws and regulations. In performing the services,
                  Consultant shall use his best efforts in a diligent manner
                  and shall dedicate such time as necessary to perform them on
                  a timely basis. Consultant shall report to and keep informed
                  such persons as Home Depot shall designate and shall maintain
                  for Home Depot archival copies of its work on a weekly basis
                  or, if requested to do so by Home Depot, on a daily basis.


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         (b)      Subject to Paragraph 12(a), Consultant shall be solely
                  responsible for determining the means, location and manner by
                  which Consultant provides consulting services to Home Depot.

         (c)      As Home Depot's remedy for Consultant's failure to meet the
                  warranty of best efforts set forth in Paragraph 12(a),
                  Consultant will correct any failure, provided that Home Depot
                  reports the failure to Consultant in writing within thirty
                  (30) days after the date that Home Depot becomes aware of the
                  failure and makes available adequate information concerning
                  the failure. If Consultant is unable to provide a mutually
                  agreeable temporary solution to the failure within ten (10)
                  days after receipt of notice from Home Depot, or if
                  Consultant is unable to provide a permanent solution
                  acceptable to Home Depot within an additional twenty (20)
                  days, Consultant will refund to Home Depot all amounts paid
                  by Home Depot for the failed services.

13.      Indemnity. Consultant shall indemnify, defend and hold harmless Home
Depot against any and all loss, damage, claim, lawsuit, judgment, liability,
taxes, penalties, cost or expense (including attorney's fees) arising out of
(a) the services provided by Consultant pursuant to this Consulting Agreement,
including for claims of infringement of any third party right or entitlement,
(b) any injury to persons or damage to property caused by Consultant during the
term of this Consulting Agreement, (c) any of the matters covered by the
warranties and representations contained in this Consulting Agreement, or (d)
any audits by any government entity resulting from the services provided by
Consultant or Consultant's receipt of the consulting fee paid by the Company.

14.      Entire Agreement. This Consulting Agreement contains the complete and
exclusive understanding of the parties with respect to the matters contained
herein. No waiver, alteration or modification of any of the provisions of this
Consulting Agreement will be binding unless in writing and signed by a duly
authorized representative of the party to be bound. Neither the course of
conduct between the parties nor trade usage will act to modify or alter the
provisions of this Consulting Agreement.

15.      Assignment. The rights and obligations of Consultant hereunder may not
be assigned or subjected to any security interest.

16.      Binding Effect. This Consulting Agreement shall be binding upon and
inure to the benefit of Consultant and its heirs and personal representatives
and Home Depot and its successors and assigns.

17.      Severability. The invalidity, illegality or unenforceability of any
provision of this Consulting Agreement shall not affect the validity, legality
or enforceability of any other provision of this Consulting Agreement, which
shall remain in full force and effect.

18.      No Waiver. The waiver of either party of any breach of this Consulting
Agreement by the other party shall not waive subsequent breaches of the same or
different kind. The failure of either party to enforce any rights under this
Consulting Agreement in a particular instance shall not operate as a waiver of
said party's right to enforce the same or different rights in subsequent
instances.


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19.      Governing Law. This Consulting Agreement shall be controlled,
construed and enforced in accordance with the laws of the State of Delaware
without regards to any conflict of laws provisions incorporated therein.


Home Depot U.S.A., Inc.


By: /s/ Dennis Donovan                                    8/14/02
   --------------------------------                   -------------------------
   Dennis Donovan                                     Date

    /s/ Dennis J. Carey
   --------------------------------                   -------------------------
   Dennis J. Carey                                    Date


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