FIFTH AMENDMENT TO THE INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

FIFTH AMENDMENT TO THE
INDEPENDENT CONTRACTOR CONSULTANCY AGREEMENT

          This Fifth Amendment to the Independent Contractor Consultancy Agreement (the “Consultancy Agreement”) is made and entered into by and between Xxxx Stores, Inc. (the “Company”) and Xxxxxx X. Xxxxxx (the “Contractor”)  The Company and the Contractor previously entered into an Independent Contractor Consultancy Agreement that became effective February 1, 2000 and continued in effect until January 31, 2001.  The original Consultancy Agreement was extended from February 1, 2001 until January 31, 2005 in the four following Amendments to the Independent Contractor Consultancy Agreement. It is now the intention of the Company and the Contractor to further amend these agreements as set forth below. Accordingly, the Company and the Contractor now amend the agreements as follows:

	A.	Amendments.
		Paragraph 8.1, will be amended in its entirely to read as follows:
		8.1           Term.      This Fifth Amendment is effective as of February 1, 2005 (“Effective Date”) and will continue until January 31, 2006 (“Consultancy Termination Date”). This Agreement is renewable upon the mutual consent of both parties. The terms of such renewal must be in writing and signed by both Company and Contractor,
		Paragraph 9.5, will be amended in its entirety to read as follows:
		9.5           Entire Agreement.     This Fifth Amendment to the Independent Contractor
		Consultancy Agreement, the Fourth Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2004, the Third Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2003, the Second Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2002, the Amendment to the Independent Contractor Consultancy Agreement effective February 1, 2001, and the Independent Contractor Consultancy Agreement effective February 1, 2000 constitute the entire agreement between the parties relating to this subject matter and all prior or contemporaneous oral or written agreements concerning such subject matter, including relevant terms from the parties prior Amended and Restated Employment Agreement and subsequent amendments. The terms of the Fifth Amendment to the Independent Contractor Consultancy Agreement and the surviving terms of the Independent Contractor Consultancy Agreement, the Fourth, Third and the Second Amendments to the Independent Contractor Consultancy Agreement and Amendment to the Independent Contractor Consultancy Agreement will govern all services undertaken by Contractor for Company beginning February 1, 2005 and continuing until January 31, 2006, unless otherwise agreed in writing by the parties.

	B.	No Other Modifications.
		Except as modified by this Agreement, the Independent Contractor Consultancy Agreement that became effective February 1, 2000, the Amendment to the Independent Contractor Consultancy Agreement that became effective February 1, 2001, the Second Amendment to the Independent Contractor Consultancy Agreement that became effective February 1, 2002, the Third Amendment to the Independent Contractor Consultancy Agreement that became effective February 1, 2003 and the Fourth Amendment to the Independent Contractor Consultancy Agreement that became effective February 1, 2004 shall remain in force and effect during the term of this Amendment,
		IN WITNESS WHEREOF, the parties have executed this Amendment, effective February 1, 2005.

	Company:			Contractor:
	Xxxx Stores, Inc.			Xxxxxx X. Xxxxxx
	By:	/s/ XXXXXXX XXXXXXX		By:	/s/ XXXXXX X. XXXXXX
	Name:	Xxxxxxx Xxxxxxx		Title:	CHAIRMAN OF THE BOARD
	Title:	Vice Chairman & CEO		Date:	12/13/04
	Date:	12/09/04

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