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: 

	     	A.	     	Reference is made to that certain
      Warehousing Agreement, dated as of July 6, 2001, by and among JCI, New
      Warehousing and Jara, as amended by Amendment No. 1 to the Warehousing
      Agreement, dated as of June 23, 2002, Amendment No. 2 to the Warehousing
      Agreement, dated as of May 8, 2003, Amendment No. 3 to the Warehousing
      Agreement, dated as of August 27, 2005, and Amendment No. 4 to the
      Warehousing Agreement, dated as of August 31, 2008 (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 
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. 





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 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. All references to the
“Warehousing Agreement” in the Interim Operating Agreement between JCI and Jara dated as of July 6, 2001, shall be deemed
to be references to the Agreement, as amended hereby. 

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

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BLANK] 





     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  
	  	Title:  	Chief Executive
      Officer  
	  
	  
	JENNIFER WAREHOUSING, INC.  
	  
	By:  	/s/ Harley J. Greenfield   	 
	 	Name:  	Harley J.
      Greenfield  
	  	Title:  	Chief Executive
      Officer  
	  
	  
	JARA ENTERPRISES, INC.  
	  
	By:  	/s/ Jane Love   	 
	  	Name:  	Jane
      Love  
	  	Title:  	President