EXHIBIT 10.33 

Interim Arrangement

     1.
Effective as of November 27, 2009 (the “Effective
Date”), Jara Enterprises Inc. (“Jara”) can write
new sales at its stores as sales agent for Jennifer Convertibles, Inc.
(“Jennifer”) at the current prices for such goods (“New Business”) and, upon
completion of the sale, will be entitled to a commission of 35% of the collected
sales price (excluding delivery costs and applicable sales taxes). New Business
will not include the sale of showroom displays, floor inventory, clearance
items, and/or any other item that does not require purchase or delivery from
Jennifer, and Jara will not be restricted in connection with the sale of such
items. Jara will not write new business at such stores for its own account if
the merchandise must be purchased from or delivered by Jennifer. Jara will not
take a deposit in excess of 35% of the sales price (excluding delivery costs and
applicable sales taxes) on New Business and will instruct its salesman and
employees accordingly. Any excess deposit inadvertently received will be
immediately remitted to Jennifer or Jennifer shall be entitled not to deliver
the goods to the customer or Jennifer can contact the customer and rewrite the
sale on its own sales slip. Jara will cooperate in any rewriting of such a sale,
including giving its consent and cooperating in any reversal of a credit card
charge for the deposit. Jara will also instruct its salesman and employees that
sales orders should be stamped or otherwise overwritten to indicate that the
sales are made on behalf of Jennifer. Jennifer will provide the goods (which
Jennifer shall retain title to until delivered to the customer) and provide the
related shipping services. Jara will not change the retail sales prices of the
goods to be sold as New Business from the currently prevailing prices without
Jennifer’s consent.

     Jara shall not sell fabric
protection services to be provided by it or an affiliate of Jara and shall only
sell such services to be provided by Jennifer-approved vendors such as Valspar.


     2. Jara
hereby agrees that any merchandise shipped by Jennifer to Jara's customers with
respect to orders written on or prior to the Effective Date ("Old Order
Merchandise") shall be shipped to Jara's customers provided that Jara agrees to
pay for the cost of such merchandise on the business day prior to the date such
Old Order Merchandise is scheduled to be delivered to the customer. For sake of
clarity, Old Order Merchandise shall not include orders written by Jara on
behalf of Jennifer on or after November 27, 2009 the customers for which are
Jennifer customers as provided in Section 1. If Jara does not pay for cost on
the business day prior to the scheduled delivery date, Jennifer has the right to
contact the customer and advise them to cancel the sale and/or Jennifer can
contact the customer and rewrite the sale on its own slip. Jara will cooperate
in any rewriting of such a sale, including giving its consent and cooperating in
any reversal of a credit card charge for the deposit. 

     3. Jara
acknowledges and agrees that it shall continue to be responsible for, and pay,
the costs and expenses of operating its stores and generating sales including
without limitation, the costs and expenses of its employees (including without
limitation, sales commissions from all sales including New Business), landlords,
and other suppliers of goods and services, vendors and creditors. Jennifer
Convertibles shall be responsible for the payment of sales taxes on New Business
and Jara shall continue to be responsible for the payment of sales taxes on Old
Order Merchandise and on any sales other than New Business sales. 




     4. Nothing
herein shall be deemed to create a partnership or joint venture relationship
between the parties and each party shall continue to be responsible for its own
costs of operations, including employees, store leases and other matters, as
well as for paying all taxes, including, without limitation, sales tax, on goods
sold for its account. 

     5.
This Agreement may be terminated by Jennifer on
24 hours prior written notice to Jonathan Warner
and Jane Love in Jennifer’s sole and absolute discretion for any reason or no
reason and Jennifer will have no further obligation to deliver goods or provide
other services after that 24 hour period, except that Jennifer will remain
responsible for the delivery of New Business to the purchasers thereof, provided
that the deposit on such New Business did not exceed 35% or the excess deposit
has been remitted to Jennifer as provided in Section 1. 

     IN
WITNESS WHEREOF, the parties have signed this agreement as of this
11th
day of December 2009. 


	Jara
      Enterprises, Inc.  
	 
	By:  	/s/ Jane Love  
		Jane Love,
      President  
	   
	 
	Jennifer Convertibles, Inc.  
	By:  	/s/ Harley J. Greenfield 
    
	  	Harley J.
      Greenfield, CEO  




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