EXHIBIT 10.71 

AMENDMENT NO. 5 TO

MANAGEMENT AGREEMENT AND LICENSE


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

RECITALS 

	     	A.	     	Reference is made to that certain
      Management Agreement and License, dated as of July 6, 2001, by and among
      Jara, Fred Love, the sole shareholder of Jara, JCI and JAC, as amended by
      Amendment No. 1 to Management Agreement and License, dated as of April 30,
      2002, Amendment No. 2 to Management Agreement and License, dated as of
      July 10, 2003, Amendment No. 3 to Management Agreement and License, dated
      as of November 18, 2004, and Amendment No. 4 to Management Agreement and
      License, dated as of October 13, 2006 (as so amended, the
      “Agreement”).

		 
		B.		The parties to the Agreement
      desire to amend the Agreement as set forth
herein.



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

ARTICLE I 
AMENDMENTS


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

     2.
Section 1.11 of the Agreement is amended by deleting such section and
substituting the following in its place: 

1.11 Advertising Costs. 

     Jara’s
share of JCI’s advertisement costs for the period beginning fiscal January 2009
and ending fiscal December 2009 shall be $150,000 per month. Payment of Jara’s
share of JCI’s advertisement costs shall be made within 85 days of the end of
each month.

     This
Section 1.11 shall survive the termination of this Agreement other than in
connection with acquisition of Jara’s assets pursuant to the Option Agreement,
dated as of even date herewith, among Jara, the Stockholder and JCI (the “Option
Agreement”). 





     3. Article I
of the Agreement is amended to include the following new section: 

1.13 Additional Advertising Costs.


     In
addition to the advertising costs payable by Jara pursuant to Section 1.11 of
this Agreement and notwithstanding the provisions of such Section 1.11, in order
to contribute to a television advertising campaign that will run for ten weeks
during January 2009 to March 2009, Jara shall make an additional payment to JCI
in the amount of $60,000 on or before each of the following three (3) payment
dates: (i) January 15, 2009, (ii) February 15, 2009 and (iii) March 15, 2009,
for an aggregate payment of $180,000. 

     4. Subsection
(iv) of Section 3.3(a) of the Agreement is deleted in its entirety.

ARTICLE II

MISCELLANEOUS 

     1. The terms
of this Amendment No. 5 shall become effective fiscal January 2009. 

     2. This
Amendment No. 5 shall be governed by and construed in accordance with the laws
of the State of New York. 

     3. This
Amendment No. 5 may be executed in one or more counterparts, each of which shall
constitute an original, and all of which, taken together, shall be deemed to
constitute one and the same agreement. 

     4. Except as
amended hereby, the Agreement remains in full force and effect. 

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     IN
WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their duly authorized officers as
of the day and year above written. 


	JENNIFER CONVERTIBLES, INC.  
			  
	By: 		/s/ Harley J.
      Greenfield   	 
			Harley J. Greenfield 

			Chief Executive Officer 
  
			  
			  
	JARA ENTERPRISES, INC.  
			  
	By: 		/s/ Jane
      Love  	 
			Jane Love  
			President  
			  
			  
	JENNIFER ACQUISITION CORP.  
			  
	By: 	    	/s/ Harley J.
      Greenfield  	 
			Harley J. Greenfield 

			Chief Executive Officer