0001140361-05-007262 Sample Contracts

AGREEMENT
Indemnification & Liability • September 9th, 2005 • 99 Cents Only Stores • Retail-variety stores

This Agreement is entered into between David Gold and 99¢ Only Stores (the "Company") to set forth in writing certain prior agreements between them.

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FIRST AMENDMENT OF LEASE
Lease • September 9th, 2005 • 99 Cents Only Stores • Retail-variety stores • California

This FIRST AMENDMENT OF LEASE (the "First Amendment") is dated as of February 10, 2003, and is entered into by and between and AU ZONE INVESTMENTS #2, L.P., successor in interest to HAWAIIAN GARDENS ASSOCIATES I, ("Landlord"), and KFC OF POLLY'S, INC. (dba KENTUCKY FRIED CHICKEN), ("Tenant").

STANTON ASSOCIATES
Professional Services • September 9th, 2005 • 99 Cents Only Stores • Retail-variety stores

This letter summarizes the Stanton Associates ("SA") proposal to provide professional services to 99¢ Only Stores ("99 Only"). This letter shall serve as the Agreement and Contract for such services. It supercedes all prior agreements there may be between us, whether written or oral, and to the extent it is in conflict with any other document the language in this letter shall prevail.

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