AMENDMENT TO AGREEMENT

Exhibit 10.8

AMENDMENT TO AGREEMENT

This Amendment (the “Amendment”) to the SECOND AMENDED AND RESTATED AGREEMENT (as further defined below and hereinafter referred to as the “Agreement”), is dated February 22, 2007, and is among and between XX-XXX STORES, INC , an Ohio corporation formerly known as Fabri-Centers of America, Inc (the “Company”), XXXXX XXXXXXXX (“Xxxxx Xxxxxxxx”), and XXXX XXXXXXXXXX, XXXXXX XXXXXX and XXXXX XXXXXXXXX (the successors to Xxxx Xxxxxxxxx, and hereinafter referred to collectively as the “Xxxxxxxxx Successors”).

WHEREAS the Company, Xxxxx Xxxxxxxx and Xxxx Xxxxxxxxx entered into the
SECOND AMENDED AND RESTATED AGREEMENT on October 30, 2003 (such agreement being hereinafter defined as the “Agreement”);

WHEREAS Xxxx Xxxxxxxxx is now deceased, and her interests under the Agreement are now represented by the Xxxxxxxxx Successors, who represent to the other parties hereto that they have full power and authority to bind the Zimmermans with respect to this Amendment, and

WHEREAS the parties to this Amendment wish to amend certain provisions of the Agreement.

NOW, THEREFORE, and in consideration of good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

1.  Any capitalized terms used in this Amendment which are not otherwise defined in this
Amendment shall be defined in the same manner as such terms are defined in the Agreement.

2.  Xxxxx Xxxxxxxx hereby waives the Rosskamms’ right of first refusal under Section 3 of the Agreement with respect to the disposition of any Shares by the Ziinmermans or their Permitted Holders.

3.  The Xxxxxxxxx Successors hereby waive the Zimmermans’ right of first refusal under
Section 3 of the Agreement with respect to the disposition of any Shares by the Rosskamms or their Permitted Holders.

4.  Section 3(b) of the Agreement is amended, so that the Company must give its notice that it wishes to exercise its right of first refusal within five (5) business days after the day on which it receives a notice of a proposed disposition pursuant to Section 3(a) of the Agreement. In Section 3(c) of the Agreement, the clause “20-day period” is amended to read “5 business day period.”

5.  All other provisions of the Agreement remain in full force and effect.

6.  This Amendment may be executed in counterparts.

IN WITNESS WEREOF, the parties have signed this Amendment on the date set fourth in the Preamble.

XX-XXX STORES, INC.

/s/ Xxxxx X. Xxxxxxxx
By: Xxxxx X. Xxxxxxxx
       Senior Vice President, General Counsel & Secretary

/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx

/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx

/s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx

/s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx