Agreement with Gold family and affiliates related to nonpayment of rent increases

March 22, 2007

To: 99¢ Only Stores

Each of (1) HKJ Gold, Inc., (2) 14139 Paramount Properties, (3) Howard Gold, Jeff Gold and Eric J. Schiffer and Karen R. Schiffer, (4) Howard Gold, Karen Schiffer and Jeff Gold dba 14901 Hawthorn Boulevard Partnership, (5) David & Sherry Gold, (6) 6135-6161 Atlantic Boulevard and (7) and Au Zone Investments #2, L.P., (the “Lessors”), hereby acknowledges that, to the extent that 99¢ Only Stores (the “Company”) did not pay rent increases as originally stipulated in the terms of the real property lease agreements between the Company and the Lessors set forth on Exhibit A hereto during calendar years 1995 through and including 2006, such amounts are not owing to the Lessors and the Lessors hereby waive any rights they may have, under such lease agreements or otherwise, to collect such amounts, or any related costs or other damages, from the Company, and fully and unconditionally release the Company from any claims for such amounts, costs or other damages.

HKJ Gold, Inc., a California Corporation

/s/ Jeff Gold		3/22/07
By Jeff Gold, President		Date:

14319 Paramount Properties, a California General Partnership

/s/ Jeff Gold		3/22/07
By Jeff Gold		Date:

Howard Gold, Jeff Gold and Eric J. Schiffer and Karen R. Schiffer

/s/ Howard Gold		/s/ Jeff Gold		/s/ Eric Schiffer		/s/ Karen Schiffer		3/22/07
Howard Gold		Jeff Gold		Eric Schiffer		Karen Schiffer		Date

Howard Gold, Karen Schiffer and Jeff Gold dba 14901 Hawthorne Boulevard Partnership

/s/ Howard Gold		/s/ Jeff Gold		/s/ Karen Schiffer		3/22/07
Howard Gold		Jeff Gold		Karen Schiffer		Date

David Gold & Sherry Gold

/s/ David Gold		/s/ Sherry Gold		3/23/07
David Gold		Sherry Gold		Date

6135-6161 Atlantic Boulevard Partnership

/s/ David Gold		/s/ Sherry Gold		3/23/07
David Gold		Sherry Gold		Date

Au Zone Investments #2, L.P.

 

	By Au Zone Investments #3, LLC
	/s/ Jeff Gold					3/22/07
	Jeff Gold, Authorized Representative					Date

 

99¢ Only Stores #0006 - Hawthorne, California   Lease dated April 1, 1994 between HKJ Gold, Inc., a California Corporation (the “Landlord”), and 99¢ Only Stores, a California Corporation (the “Tenant”), for that certain real property commonly known as 13023 Hawthorne Boulevard, Hawthorne, California, as Amended.

99¢ Only Stores #0014 - Maywood, California   Lease dated November 11, 1985 between Dave and Sherry Gold (Currently payable to 6135-6161 Atlantic Blvd. Partnership, a California General Partnership), (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 6161 Atlantic Boulevard, Maywood, California, as Amended.

99¢ Only Stores #0027 - Paramount, California   Lease dated march 1, 1996 between 14139 Paramount Properties, a California General Partnership (Currently payable to Dave and Sherry Gold) (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 14139 Paramount Boulevard, Paramount, California, as Amended.

99¢ Only Stores #0033 - Huntington Park, California   Lease dated January 31, 1991 between Dave & Sherry Gold (Currently payable to AU Zone Investments #2) (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 6124 Pacific Boulevard, Huntington Park, California, as Amended.

99¢ Only Stores #0034 - Lawndale, California   Lease dated November 1, 1991 between Howard Gold, Karen Schiffer (formerly Karen Gold), and Jeff Gold, dba 14901 Hawthorne Blvd Partnership (Currently payable to AU Zone Investments #2) ( the “ Landlord”) and 99¢ only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 14901 Hawthorne Boulevard, Lawndale, California, as Amended.

99¢ Only Stores #0038 - N. Long Beach, California   Lease dated August 13, 1992 between HKJ Gold, Inc., a California Corporation (the “Landlord”), and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 5599 Atlantic Avenue, North Long Beach, California, as Amended.

Exhibit A

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99¢ Only Stores #0039 - Santa Ana, California   Lease dated November 12, 1993 between Howard Gold, Jeff Gold, and Eric J. Schiffer and Karen R. Schiffer (Currently payable to Main and Main Properties) (the “Landlord”) and 99¢ Only Stores, a California corporation (the “Tenant”) for that certain real property commonly known as 1514 North Main Street, Santa Ana, California.

99¢ Only Stores #0041 - LA-Wilshire, California   Lease July 1, 1993 between HKJ Gold, Inc., a California Corporation (the “Landlord”) and 99¢ Only Stores, a California corporation (the “Tenant”) for that certain real property commonly known as 6121 Wilshire Boulevard, Los Angeles, California, as Amended   #0041 - LA-Wilshire, California - Parking Lot Agreement   Lease dated December 1, 1995 between David Gold and Sherry Gold (Currently payable to AU Zone Investments #2, LP) (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 6101 Wilshire Boulevard, Los Angeles, California.

99¢ Only Stores #0042 - Arleta-Woodman, California   Lease dated July, 8, 1993 between David Gold and Sherry Gold (Currently payable to AU Zone Investments #2, LP) (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 8625 Woodman Avenue, Arleta, California, as Amended.

99¢ Only Stores #0044 - Walnut Park, California   Lease dated April 18, 1994 between HKJ Gold, Inc., a California Corporation (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 2566 East Florence Avenue, Walnut Park, California, as Amended.

99¢ Only Stores #0050 - Anaheim - W. Lincoln, California   Lease dated March 1, 1996 between HKJ Gold, Inc., a California Corporation (the “Landlord”) and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 3420 West Lincoln Avenue, Anaheim, California, as Amended.

99¢ Only Stores #0051 - L.A. - N. Broadway, California   Lease dated May 1, 1996 between HKJ Gold, Inc., a California Corporation (the “Landlord”), and 99¢ Only Stores, a California Corporation (the “Tenant”) for that certain real property commonly known as 2606 North Broadway, Los Angeles, California, as Amended.

Exhibit A

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