AMENDMENT NO. 5 TO WAREHOUSINGAGREEMENT

EXHIBIT 10.70

AMENDMENT NO. 5 TO
WAREHOUSING AGREEMENT

     This Amendment No. 5 (“Amendment No. 5”) to the Warehousing Agreement is made of as of November 24, 2008, by and among JENNIFER CONVERTIBLES, INC., a Delaware corporation (“JCI”), JENNIFER WAREHOUSING, INC., a Delaware corporation and a wholly owned subsidiary of JCI (“New Warehousing”), and JARA ENTERPRISES, INC., a New York corporation (“Jara”).

RECITALS:

     NOW, THEREFORE, for $1.00 and other good and valuable consideration, receipt whereof is acknowledged, the parties hereto agree as follows:

ARTICLE I
AMENDMENT

     1. All capitalized terms used herein and not otherwise defined herein, shall have the meanings ascribed to such terms in the Agreement.

     2. Section 4 of the Agreement is amended by deleting subsection (a) and substituting the following in its place:

(a) As consideration for providing the services set forth in Sections 2 and 3 above, during the Initial Period, Jara shall pay to JCI a fee equal to (i) 2.5% of the aggregate Jara Stores Net Delivered Sales for each 12 month period during such Initial Period of all Pre-purchased Inventory and Special Order Merchandise; provided, however, that for the period beginning fiscal January 2009 and ending fiscal December 2009, such fee amount shall increase from 2.5% to 7.5%; and (ii) in addition to (i) above, a fee for any and all “fabric protection” or warranty services sold by Jara Stores, payable at the then current invoice rate (currently as set forth on Annex I hereto), subject to rate changes based on documented increases in cost and designed to provide the same level of profitability as is achieved currently. Such rate changes shall include an increase equal to one third of the increase charged by Jara Stores to customers for the corresponding service.