Letter Agreement, dated September 16, 2005, between Barry Feld and the Company

You will continue to serve as Chairman and CEO on the current terms of your employment while the Company undertakes a search for your successor.

A “Transition Committee” of the Board will be established immediately to help oversee and implement the activities of the Company on a day-to-day basis until your successor is installed; this Committee will be chaired by John F. Klein, a current Director, and will also include you and other senior managers.

The exercise date on fully vested options held by you which have an exercise price of $8.00 will be extended until five years from the date of your departure.

The language in your non-compete agreement will be modified, for purposes of clarification, to include as a “Line of Business” any child-related retail product or service offered within Wal-Mart, excluding: medical and dental clinics (except those targeting children); family wellness centers (except those targeting children); geriatric concepts; food service concepts (except those targeting children); business center concepts and business-to-business services; banks; adult and teenage apparel; adult shoes; wine, liquor and gourmet foods; florists; tuxedo rentals; and consignment and close-out businesses.