EXHIBIT 10.1 

AMENDMENT NO. 6 TO
WAREHOUSE
AGREEMENT

This Amendment No. 6 to the Warehouse
Agreement is made effective as of August 30, 2009 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 Warehouse Agreement, executed as of July 6, 2001 between JCI,
      New Warehousing and Jara (the "Agreement").
	      	 
		B.	      	The parties to the
      Agreement desire to amend the Agreement as set forth
  herein


NOW, THEREFORE, the parties hereto
agree as follows: 

ARTICLE I
AMENDMENT

Section 1.01. All capitalized terms unless otherwise defined herein, shall
have their defined meaning from the Agreement.

Section 1.02 Section 5 (v) of the Agreement is amended by deleting
sub-section (a)(v) and substituting the following in its place: 

	(v)	      	The provisions of
      subparagraphs (a)(ii) and (a)(iii) have been extended to be applicable
      through JCI’s fiscal year ending August 28, 2010. After August 28, 2010,
      the provisions of subparagraphs (ii) and (iii) may be extended by mutual
      agreement of the parties, JCI will be responsible for any Fabric
      Protection Claims rendered in connection with sales of Merchandise by Jara
      Stores or JCI Stores after August 28, 2010. JCI may bill Jara for parts
      and outside labor and other actual out-of-pocket costs (excluding fabric
      protection claims) arising out of or relating to sales of Merchandise by
      Jara Stores and Jara shall promptly pay such bills provided that JCI
      properly documents such bills. For a period of six months following the
      payment of any such bills, Jara shall be permitted to audit such bills.
      Notwithstanding anything to the contrary herein, JCI will be entitled to
      subcontract its responsibility under this subparagraph (v) to a third
      party who agrees in writing to assume JCI’s obligations under this
      subparagraph (v).






EXHIBIT 10.1 

ARTICLE II 

Section 2.01 This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, 

Section 2.02 This Amendment 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 on and the same agreement. 

Section 2.03 The amendments to the Agreement made hereby shall be deemed
to be effective, as of June 23, 2002, and 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. 

Section 2.04 Except as amended hereby, the Agreement will remain in full
force and effect. 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers as of the 4th day of September, 2009.


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