Exhibit 10.2


 


SECOND AMENDMENT 


TO THE 


AMENDED
AND RESTATED CONSULTING AGREEMENT


 


This Second Amendment
to the Amended and Restated Consulting Agreement (this “Second Amendment”) by and between Tuesday Morning,
Inc., a Texas corporation (the “Company”), and BEL Retail Advisors (“Consultant”)
is entered into on January 18, 2021. This Amendment amends, restates and supersedes only Section II.B.ii. of the
Amended and Restated Consulting Agreement by and between Consultant and the Company entered into and effective as of December 6,
2019 (the “Consulting Agreement”). All other provisions of the Consulting Agreement will remain in full
force and effect. Capitalized terms used in this Amendment but not otherwise defined shall have the meaning ascribed to such terms
in the Consulting Agreement.


 


RECITALS


 


The Company wishes
to continue to utilize certain services which can be performed by Consultant, and Consultant can provide and desires to continue
to render such services to the Company, and the parties agree that it would be to their mutual advantage to execute this Amendment
and thereby modify the terms and conditions of the Consulting Agreement that control the rendering of future services provided
to the Company by Consultant.


 


In consideration of
the promises and mutual covenants in this Second Amendment, the Company and Consultant agree to amend and restate Section II.B.ii.
and Section II.B.iii. of the Consulting Agreement by deleting said section in its entirety and replacing it with the following
new Section II.B.ii. and Section II.B.iii:


 


ii.       For
the Company’s fiscal year ending June 30, 2021, in addition to the Base Consulting Fee and subject to the terms of Section
II.B., Consultant shall be eligible to receive an additional incentive consulting fee of One Hundred Twenty-Five Thousand Dollars
($125,000) regardless of achievement of performance metrics (the “2021 Guaranteed Fee”), an aggregate
additional incentive consulting fee of Two Hundred Twenty-Five Thousand Dollars ($225,000) at target performance level (which payment
shall be inclusion of, and not in addition to the 2021 Guaranteed Fee), and a maximum aggregate additional incentive consulting
fee of Four Hundred Fifty Thousand Dollars ($450,000) at maximum performance level (which payment shall be inclusion of, and not
in addition to the 2021 Guaranteed Fee) (the amounts payable under this Section II.B.ii., together with the amounts payable under
Section II.B.i are referred to herein as the “Additional Fee”).


 


iii.       Payment
of each Additional Fee shall be subject to the achievement of certain performance metrics, which metrics shall be established by
mutual agreement between the CEO of the Company and Consultant (with each party exercising its sole discretion to agree to such
metrics). Any Additional Fees payable pursuant to this Section II.B. shall be paid to Consultant within thirty (30) days following
the end of the Company’s fiscal year, subject to the terms of this Section II.B. Consultant must be providing the Consulting
Services at the time an Additional Fee is paid to be eligible to receive such Additional Fee, provided, however, if the Company
terminates this Agreement pursuant to Section V prior to payment of the 2021 Guaranteed Fee, the Company shall pay Consultant the
2021 Guaranteed Fee at the same time it would have paid such amount had Consultant been providing services at the time of payment.


 


By their signatures below, the parties
certify that they have read the above Amendment and agree to its terms:


 


	TUESDAY MORNING, INC.	BEL RETAIL ADVISORS
	 	 
	By:	/s/ Steven Becker                                                                                      	 	By:	/s/ Paul Metcalf
	Printed Name: Steven R. Becker	Printed Name: Paul Metcalf
	Title: CEO	Date: January 18, 2021
	Date: January 18, 2021	 




  






    	Consulting Agreement