Sample Business Contracts

Retirement and Consulting Agreement - Movie Gallery Inc. and William B. Snow

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December 21, 1998

William B. Snow
517 Riveredge Parkway
Dothan, Alabama  36301

RE:  Retirement and Consulting Agreement

Dear Bill:

This  letter  sets  forth  my  understanding  of the  arrangement  which we have
discussed,  and upon  execution  by you, it shall  serve as a binding  agreement
between Movie Gallery,  Inc.,  (the  "Company") and you. The Company  desires to
engage your services as a consultant to the Executive  Committee,  in accordance
with the following terms:

     1. You agree to make  yourself  available  to  consult  with the  Executive
     Committee (and the individual  members  thereof) on a first-call  basis, as
     and when needed.

     2. In  consideration  of the  consulting  services to be  performed  by you
     during the term of this  Agreement,  the Company shall pay you a consulting
     fee of $60,000 per year,  payable in equal successive  bi-weekly  payments,
     due on the Company's normal payroll payment dates.

     3. The term of this consulting agreement shall be one (1) year,  commencing
     January 1, 1999.

     4. You shall  continue to serve as Vice  Chairman of the Board of Directors
     of the Company, subject to annual election;  however, you shall function as
     an outside director, and as such you shall receive the same director's fees
     as the other outside directors of the Company.

     5. The Company  shall  continue to maintain  your family  health  insurance
     coverage  and you shall  continue  to have the use of your  Company  credit
     card,  both to the same  extent (if any) as the  Executive  Officers of the


     6. This Agreement shall be binding upon the Company,  its successors and/or

     7. This Agreement shall immediately  terminate upon your death or permanent
     disability.  For  purposes  of this  Agreement,  you  shall be deemed to be
     permanently  disabled  in the event that you are  unable,  due to mental or
     physical  disability,  to  perform  services  under  this  Agreement  for a
     continuous period of more than ninety (90) days.

     8. You shall have the right to terminate  this  Agreement  upon thirty (30)
     days written notice to the Executive Committee.

     9. In the event  that you fail to comply  with the terms of this  Agreement
     for any reason other than death or mental or physical disability, then this
     Agreement shall terminate upon thirty (30) days written notice to you.

If you are in agreement with the above,  please execute this letter in duplicate
in the space provided below and return one original to me.


/s/ J. T. Malugen

J. T. Malugen


21st DAY OF DECEMBER, 1998.

/s/ William B. Snow
William B. Snow