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                                                                    EXHIBIT 10.8

www.smartbargains.com

SmartBargains, Inc.
10 Milk Street, 10th Floor, Boston, MA 02108

Tel.  617.695.7300  Fax 617.695.7391



August 15, 2003



Steve Goldsmith
790 Saint Moritz
Victoria, MN 55386

Dear Steve:

I am pleased to confirm SmartBargains' offer of employment to you as Executive
Vice President and Chief Merchandising Officer.

At SmartBargains, your compensation will consist of four components:

--   Your weekly base salary will be $5,048.08, which is $262,500.00 when
     annualized.

--   For our fiscal year ending January 31, 2004, you will be eligible to
     receive a bonus based on your achievement of Net Revenue and Merchandise
     Margin targets based on our current (June) forecast, covering the time
     period from your hire date through the end of the fiscal year. When you
     complete your new hire paperwork, you can specify whether you would like to
     receive either options to purchase 30,000 common shares of the Company
     (with an exercise price based on the fair market value as determined by the
     Board of Directors) or a cash bonus of $50,000.00, to be granted or paid in
     February 2004 if you meet your targets. After this fiscal year, you will
     participate in our Management Incentive Plan, as determined each year by
     the Compensation Committee, at a level commensurate with your senior level
     role in the Company.

--   Subject to the approval of the Company's Board of Directors and pursuant to
     the terms of our 2000 Stock Option Plan, you will be offered options to
     purchase 759,683 common shares of the Company. The exercise price of the
     options will be based on the fair market value as determined by the Board
     of Directors.

--   We will pay for certain relocation costs, including such items as:
     reasonable household moving expenses from MN to Boston; an airline flight
     for you and each of your immediate family members from your home to Boston;
     automobile moving expenses for two (2) cars; one house-hunting trip and one
     other advance trip for your spouse; realtor's fees on your house in MN; and
     up to $10,000.00 in closing costs and up to $8,000.00 on mortgage points

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     for your house in MA. In the event that you need to carry two mortgages, we
     will reimburse you for the lower of the two mortgages, up to a total of
     $6,500.00. Whenever possible, we will directly arrange for and pay for
     these benefits for you. In the case of relocation expenses you may incur on
     your own, you may submit receipts for the expense to be considered for
     reimbursement. Any expenses that are considered taxable income to you will
     be grossed-up for tax purposes.

In addition, you will be eligible for SmartBargains' standard benefits programs.

You are considered to be an at-will employee of SmartBargains. However, in the
event you are terminated from SmartBargains for any reason other than for cause,
you will be offered three months of continuing severance payments contingent
upon your signing of a Separation Agreement and General Release of Claims.

We look forward to working with you! Please let us know your decision by Monday
evening. As always, let any of us know if you have questions about the terms of
this offer.

Sincerely,

/s/ Kathy Robinson

Kathy Robinson
Director of HR



Signed and Agreed:





By: /s/ Steven Goldsmith                                           8/20/03
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   Employee                                                        Date



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