**Exhibit
      10.28**




**STANTON
        ASSOCIATES**
 **3682
        Berry Drive**
 **Studio
        City, CA 91604**
 
 **phone:**
              **(818)
                  752-6500****fax:**
              **(650)
                  227-2294****lstanton@stantonassoc.com**
 
 March
        12,2005
 
 Mr.
        Eric
        Schiffer
 Chief
        Executive Officer
 99¢
Only
        Stores
 4000
        Union Pacific Avenue
 City
        of
        Commerce, CA 90023
 Dear
        Mr.
        Schiffer;
 This
        letter summarizes the Stanton Associates ("SA") proposal to provide professional
        services to 99¢ Only Stores ("99 Only"). This letter shall serve as the
        Agreement and Contract for such services. It supercedes all prior agreements
        there may be between us, whether written or oral, and to the extent it is
        in
        conflict with any other document the language in this letter shall
        prevail.
  **Engagement
        Schedule, Staffing, and Fees**
  Mr.
        Jeff
        Kniffin, engagement partner, assumes the role of interim Chief Financial
        Officer
        on a temporary consulting basis. Mr. Lewis Stanton (senior partner) will
        be SA's
        reviewing partner on this engagement.
  The
        start
        date is to be Monday, March 14, 2005.
  Fees
  Our
        fees are based on the hourly rates of the individuals assigned to the engagement
        unless we have agreed on a retained relationship for one or more of our
        professionals. You have asked us to quote fee amounts based on a monthly
        retained relationship for Mr. Kniffin. In computing the applicable retainer
        amounts we have assumed a work week for Mr. Kniffin of 50 to 55 hours. Mr.
        Stanton's involvement will be at the discretion of SA without additional
        billing
        to 99 Only except where it is agreed with 99 Only that Mr. Stanton's involvement
        is merited, in which case the billing rate for Stanton shall be $275 per
        hour.
        We are also assuming that SA is not providing additional partners or associates
        to this engagement. If these assumptions become materially incorrect we have
        discussed and agreed that we will either reduce our fees to reflect the lesser
        hours incurred, or further discuss with you an increase to the fees to reflect
        the additional hours incurred, as applicable.
  
  In
        accordance with the foregoing we are able to provide the following retained
        amount for SA professional services: per month $50,000.
  We
        expect
        the reality to be that we will consistently work more hours than is assumed
        in
        these estimates but we will not discuss with you the need for additional
        billings unless the increment becomes material.
  We
        require an engagement initiation fee (retainer) of 50% of the cash component
        of
        the first month's billing (based on the monthly retained fee quote), i.e.
        $25,000, to be paid within 3 business days of the commencement of the
        engagement. This fee will be credited to you on your final invoice. We bill
        semi-monthly and our terms are 10 days.
  We
        are
        excited about the opportunity to work with you on this engagement. We look
        forward to making substantial contributions to your finance, accounting,
        and
        other departments.
  Sincerely,
  **Stanton
        Associates**
  /s/
        L. H.
        Stanton
  Lewis
        H.
        Stanton
 President
        and Senior Partner
  Attachment
  I
        HAVE
        READ AND UNDERSTAND THE I FOREGOING, AND THE TERMS AND CONDITIONS SET FORTH
        IN
        THE ATTACHMENT, AND AGREE TO THEM.
  By:
              /s/
                  Eric Schiffer
              
              3/12/05Eric
                  Schiffer, CEO, 99¢ Only Stores
              
              dateAddress:
              4000
                Union Pacific AvenueCity
                  of Commerce, CA 90023Telephone:
              (323)
                  980-8145Fax:
              (323)
                  307-9612
  
  **ATTACHMENT
        to letter dated March 12, 2005 to 99¢ Only Stores**
  **TERMS
        AND CONDITIONS**
  1.
        Amounts not paid within 30 days of the invoice date may be subject to interest
        charged at the rate of 2% per month.
  2.
        We
        charge for reasonable administrative travel, and out-of pocket expenses as
        incurred. We expect expenses for this project (also referred to as "engagement")
        to be minimal (and we will attempt to keep such expenses as low as reasonably
        practicable) and to be for such things as travel expenses, meals when
        out-of-town, document production, long distance telephone calls, messenger
        and
        other delivery fees, tax fees, postage, mileage for "non-commute" driving
        (at
        the current IRS standard mileage rate), parking and other local travel expenses,
        photocopying and other reproduction costs, clerical staff overtime, word
        processing charges, charges for computer time and other similar items. All
        such
        costs and expenses will be charged at our cost, 99 Only may, at its discretion,
        provide SA with administrative and operational support resources such as
        long
        distance telephones, faxes, postage, etc,
  3.
        You
        agree to pay transportation, meals, lodging and all other related costs of
        out-of-town travel by our personnel. 99 Only agrees to pay for SA consultants'
        driving, incurred in the performance of 99 Only business, in excess of a
        regular
        commute (a regular commute is defined as twenty miles in each direction),
        To the
        extent practicable, at their discretion, SA consultants will attempt to carpool.
        Other travel expenses, outside of the aforementioned, may be incurred and
        reimbursed if agreeable to both 99 Only and SA.
  4.
        By
        engaging us to perform the work described above, you acknowledge that the
        payment to us provided for above is reasonable under the
        circumstances.
  5.
        This
        Agreement will not take effect, and we will have no obligation to provide
        services, until we receive from you a signed copy of this
        Agreement.
  6.
        You
        are hiring us as consultants for the above described work. We will take
        reasonable steps to keep you informed of progress and to respond to your
        inquiries. We are not required to perform any work other than that as described
        above unless a modification to the above described work is agreed to in writing
        by both parties. If any such changes are made and cause an increase or decrease
        in the time required for performance of any part of the services, the estimated
        fees will be revised to reflect the agreed changes.
  7.
        You
        hereby authorize us to apply the retainer balance to our periodic invoices
        without notice to you of our intention to do so. Should you have any question
        concerning the appropriateness of any fee or charge, you agree to notify
        as
        within 30 days of the date of the statement on which such fee or charge is
        listed. You agree that failure to so notify us will signify your Agreement
        that
        the fees and charges listed in the statement are appropriate.
  
  8.
        You
        may terminate our services early by providing 30 calendar days' advance written
        notice and by paying all professional fees and expenses actually incurred
        for
        services rendered through the effective date of the termination. In the event
        that 30 calendar days' advance notice is not provided, you are obligated
        to pay
        a ''termination transition fee." This fee is based on SA's losses and expenses
        related to reassignment of consultants and to business opportunities SA did
        not
        pursue while consultants were dedicated to your project. The "termination
        transition fee" is 50% of the monthly retainer fee. The "termination transition
        fee" is only payable if, and to the extent, 30 calendar days' advance notice
        is
        not provided, and it may be waived by SA in its sole discretion pursuant
        to an
        orderly wind down of the project.
  9.
        Each
        party acknowledges and agrees that any and all information of whatever kind
        or
        nature relating to this Agreement, or which each party acquires in connection
        with or as a result of this Agreement, or which each party receives or becomes
        aware of during the term of this Agreement, concerning the other party and
        its
        clients, is confidential and proprietary ("Proprietary Information").
        Proprietary Information does not include any information that is in the public
        domain, or is obtained from public sources through no breach of this Agreement,
        or information learned by the acquiring party from a third party who to the
        acquiring party's knowledge after due inquiry does not possess such information
        unlawfully. The acquiring part will use Proprietary Information only for
        the
        purposes of this Agreement, and will not duplicate it or use it at any time
        to
        provide, perform or furnish any services or to invent, create, modify, adapt
        or
        manufacture any products that would compete with the other party or, in your
        case, will not be used instead of SA's services or products. The acquiring
        party
        will limit access to Proprietary Information to only those of its employees
        who
        have need for such access to perform this Agreement and will not disclose
        it to
        a third party unless disclosure is approved in advance in writing by the
        disclosing party.
  You
        acknowledge and agree that SA shall be the sole owner of all intellectual
        property provided to you, including all trade secret information, or proprietary
        business models including, without limitation, any trademarks, logos, business
        processes, and software of SA, whether now existing or hereafter arising.
        You
        further agree that you do not have, nor in the future claim to have, any
        rights
        or interests of any nature whatsoever in such Intellectual
        Property.
  SA
        acknowledges and agrees that 99 Only shall be the sole owner of all intellectual
        property provided to SA, including all trade secret information, or proprietary
        business models including, without limitation, any trademarks, logos, business
        processes, and software of 99 Only, whether now existing or hereafter arising.
        SA further agrees that we do not have, nor in the future claim to have, any
        rights or interests of any nature whatsoever in such Intellectual
        Property.
  10.
        We
        may withdraw our services by providing 30 calendar days advance written notice,
        or earlier with your consent, or for good cause. Good cause includes your
        breach
        of this Agreement or your failure to pay any bills when due. When our services
        conclude, all unpaid charges will immediately become due and
        payable.
  
  11.
        Whether our relationship with you is for project consulting or for on-site
        full-time or part-time interim management, it is our policy to provide our
        consultants including the Partners of SA (collectively ''consultants") to
        you on
        a temporary basis only. There is no Agreement, either expressed or implied,
        that
        such consultants are to become employees of your company either before or
        after
        our engagement by you. They will remain our consultants, subject to our control
        and supervision.
  It
        is
        acknowledged that the economic loss to SA arising from an SA consultant leaving
        SA to become an employee of your company is significant but impossible to
        determine. Accordingly, if any of our consultants terminates their relationship
        with us to be employed by you, you agree to pay to us, prior to the Commencement
        of his or her employment with you, so long as that employment occurs within
        twelve months of the their last day working on your client engagement, and
        without the necessity of further notice or a demand for payment from us,
        30% of
        their first year total compensation, to include both cash and non-cash
        compensation, of such employee. This requirement applies whether that consultant
        was engaged in project consulting or interim management activities, and is
        recognized as fair on the basis it is the probable fee which would have been
        required to be paid to an executive search firm to recruit a qualified person
        for that position.
  12.
        Unless damages arising from work performed by SA are a direct result of the
        gross negligence of SA, then it is agreed that any damages to you or any
        of your
        parent, subsidiaries, or related companies, or any of your employees, or
        agents
        shall be limited to the actual amount of fees paid to SA for the engagement.
        In
        no event shall SA be liable for consequential damages.
  13.
        In
        the event of any dispute between us as to any issue arising out of our
        relationship, whether relating to fees, costs, the quality of our work or
        any
        claims for damages by either of us, the matter shall be arbitrated according
        to
        the rules of either J.A.M.S./Endispute or the American Arbitration Association,
        as the party petitioning for arbitration may elect to use. The decision of
        the
        arbitrator shall be final and binding. The binding arbitration referred to
        in
        this paragraph is supplemental to the right of the client. to first engage
        in
        nonbinding mediation. The parties agree that the laws of the State of California
        shall govern.
  14.
        Subject to any limitations set by statute, all reasonable fees and expense
        incurred by the prevailing party in any arbitration under, including those
        incurred in negotiating, compelling arbitration, confirming the award, and
        collection of judgment, shall be added as costs to the arbitrator's award.
        "Costs" include expenses not otherwise recoverable by a prevailing Party
        under
        Code of Civil Procedure section 1033.5 so long as they are actually incurred
        and
        reasonably necessary.
  15.
        Any
        notice to be given hereunder shall be delivered personally or by deposit
        in the
        United Stales mail, postage prepaid, certified or registered, and addressed
        to
        the party receiving notice at the address set forth below their respective
        signatures. Notice shall be deemed given on delivery or forty-eight (48)
        hours
        after mailing as provided herein.
  
  16.
        Neither party shall be responsible for delays or failures in performance
        resulting from acts beyond the reasonable control and without the fault or
        negligence of such Party and/or its subcontractors. Such acts shall include
        but
        not be limited to acts of God, riots, acts of war, epidemics, governmental
        regulations superimposed after the fact, fire, communication line failures,
        power failures, earthquakes, floods or other natural disasters (the "Force
        Majeure Event"). Delays in delivery or in meeting completion dates due to
        Force
        Majeure Events shall automatically extend such dates (and the term of this
        Agreement, if appropriate) for a period equal to the duration of such events,
        provided that the party whose performance has been impaired on account of
        a
        Force Majeure Event has given immediate written notice to the other Party
        of the
        occurrence and estimated impact of such Force Majeure Event. If a Force Majeure
        Event should last more than sixty (60) days, the party whose performance
        has not
        been impaired on account of the Force Majeure Event may, at its option, elect
        to
        terminate this Agreement without further liability to either Party.
  
  **STANTON
        ASSOCIATES**
 **3682
        Berry Drive**
 **Studio
        City, CA 91604**
 
 **phone:**
              **(818)
                  752-6500****fax:**
              **(650)
                  227-2294****lstanton@stantonassoc.com**
 
 July
        6,
        2005
 
 Mr.
        Eric
        Schiffer
 Chief
        Executive Officer
 99¢
Only
        Stores
 4000
        Union Pacific Avenue
 City
        of
        Commerce, CA 90023
 
 Dear
        Mr.
        Schiffer:
  This
        letter summarizes the Stanton Associates ("SA") proposal to provide additional
        professional services to 99¢ Only Stores ("99 Only"). This letter forms an
        Addendum to our Agreement of March 12, 2005, for such professional
        services.
  **Engagement
        Schedule and Fees**
  SA
        shall
        provide an additional financial consultant, specifically Mr. Ken Croft, to
        provide financial and accounting assistance to 99 Only.
  The
        start
        date for Mr. Croft is to be Wednesday, July 6, 2005.
  Fees
  The
        agreed hourly rate for Mr. Croft is $130 (One Hundred and Thirty dollars),
        with
        a guaranteed minimum of 40 hours a week. Fees will be billable twice a month
        for
        the periods of the 1 st to the
        15 th ,
        and the
        16 th to the
        end of the month, based on the actual hours worked each period. Fees are
        due as
        per the engagement letter of March 12, 2005.
  SA
        requires an initial deposit of two weeks of fees for Mr. Croft, or $10,400
        (Ten
        Thousand and four Hundred Dollars), upon commencement of Mr. Croft's engagement,
        such deposit to be applied to the final invoice(s) for his
        services.
  
  **Terms**
  The
        terms
        and conditions of the Attachment to our engagement letter of March 12, 2005
        shall also apply to this Addendum for Mr. Croft's services. In addition,
        you
        agree not to engage or contract directly Mr. Croft for any consulting services
        for a period of one year after he completes any and all work on the 99 Only
        engagement via SA under this Agreement. You also agree to keep all terms
        and
        conditions of this Agreement strictly confidential.
  We
        are
        please to be of further service to you.
  Sincerely,
  **Stanton
        Associates**
  /s/
        L.H.
        Stanton
  Lewis
        H.
        Stanton
 President
        and Senior Partner
   I
        HAVE
        READ AND UNDERSTAND THE FOREGOING, AND AGREE.
 
 By:
              /s/
                  Eric Schiffer
              
              7/6/05Eric
                  Schiffer, CEO, 99¢ Only Stores
              
              dateAddress:
              4000
                Union Pacific AvenueCity
                  of Commerce, CA 90023Telephone:
              (323)
                  980-8145Fax:
              (323)
                  307-9612
  
  **STANTON
        ASSOCIATES**
 **3682
        Berry Drive**
 **Studio
        City, CA 91604**
 
 **phone:**
              **(818)
                  752-6500****fax:**
              **(650)
                  227-2294****lstanton@stantonassoc.com**
 
 March
        28,
        2005
 
 Mr.
        Eric
        Schiffer
 Chief
        Executive Officer
 99¢
Only
        Stores
 4000
        Union Pacific Avenue
 City
        of
        Commerce, CA 90023
 
 Dear
        Mr.
        Schiffer:
  This
        letter summarizes the Stanton Associates ("SA") proposal to provide additional
        professional services to 99¢ Only Stores ("99 Only"). This letter forms an
        Addendum to our Agreement of March 12, 2005, for such professional
        services.
   **Engagement
        Schedule and Fees**
  SA
        shall
        provide an additional financial consultant, specifically Mr. Juan Salcedo,
        to
        provide financial and accounting assistance to 99 Only
  The
        start
        date for Mr. Salcedo is to be Tuesday April 5, 2005.
  Fees
  The
        agreed hourly rate for Mr. Salcedo's is $120 (One Hundred and Twenty dollars),
        with a guaranteed minimum of 40 hours a week. If work is required of Mr.
        Salcedo
        beyond this amount per week we will obtain your approval prior to performing
        such work. The minimum period of the engagement for Mr. Salcedo shall be
        three
        months commencing April 5, 2005.
  Fees
        will
        be billable twice a month for the periods of the 1st to the
        15th, and the 16th to the end of the month, based on the
        actual hours worked each period. Fees are due as per the engagement letter
        of
        March 12, 2005.
  
  SA
        requires an initial deposit of two weeks of fees for Mr. Salcedo, or $9,600
        (Nine thousand six hundred dollars), upon commencement of Mr. Salcedo's
        engagement, such deposit to be applied to the final invoice(s) for his
        services.
   **Terms**
  The
        terms
        and conditions of the Attachment to our engagement letter of March 12, 2005
        shall also apply to this Addendum for Mr. Salcedo's services, except that
        the
        second paragraph of item 11 thereof shall not apply in respect to Mr. Salcedo's
        services.
  We
        are
        please to be of further service to you.
  Sincerely,
  **Stanton
        Associates**
  /s/
        L.H.
        Stanton
  Lewis
        H.
        Stanton
 President
        and Senior Partner
   I
        HAVE
        READ AND UNDERSTAND THE FOREGOING, AND AGREE.
 
 By:
              /s/
                  Eric Schiffer
              
              3/31/05Eric
                  Schiffer, CEO, 99¢ Only Stores
              
              dateAddress:
              4000
                Union Pacific AvenueCity
                  of Commerce, CA 90023Telephone:
              (323)
                  980-8145Fax:
              (323)
                  307-9612
  
  **STANTON
        ASSOCIATES**
 **3682
        Berry Drive**
 **Studio
        City, CA 91604**
 
 **phone:**
              **(818)
                  752-6500****fax:**
              **(650)
                  227-2294****lstanton@stantonassoc.com**
 
 May
        3,
        2005
 
 Mr.
        Eric
        Schiffer
 Chief
        Executive Officer
 99¢
Only
        Stores
 4000
        Union Pacific Avenue
 City
        of
        Commerce, CA 90023
   Dear
        Mr.
        Schiffer:
  This
        letter summarizes the Stanton Associates ("SA") proposal to provide additional
        professional services to 99¢ Only Stores ("99 Only"). This letter forms an
        Addendum to our Agreement of March 12, 2005, for such professional
        services.
   **Engagement
        Schedule and Fees**
  SA
        shall
        provide an additional financial consultant, specifically Mr. Craig Bothwell,
        to
        provide financial and accounting assistance to 99 Only.
  The
        start
        date for Mr. Bothwell is to be Wednesday May 4, 2005.
  Fees
  The
        agreed hourly rate for Mr. Bothwell is $135 (One Hundred and thirty five
        dollars), with a guaranteed minimum of 40 hours a week. The minimum period
        of
        the engagement for Mr. Bothwell shall be three months commencing May 4,
        2005.
  Fees
        will
        be billable twice a month for the periods of the 1 st to the
        15 th ,
        and the
        16 th to the
        end of the month, based on the actual hours worked each period. Fees are
        due as
        per the engagement letter of March 12, 2005.
  SA
        requires an initial deposit of one week of fees for Mr. Bothwell, or $5,400
        (Five thousand four hundred dollars), upon commencement of Mr. Bothwell's
        engagement, such deposit to be applied to the final invoice(s) for his
        services.
  
  **Terms**
  The
        terms
        and conditions of the Attachment to our engagement letter of March 12, 2005
        shall also apply to this Addendum for Mr. Bothwell's services, except that
        the
        second paragraph of item 11 thereof shall not apply in respect to Mr. Bothwell's
        services. In addition, you agree not to engage or contract directly Mr. Bothwell
        for any consulting services for a period of one year after he completes any
        and
        all work on the 99 Only engagement via SA under this Agreement without the
        express written consent of SA. You also agree to keep all terms and conditions
        of this Agreement strictly confidential.
  We
        are
        please to be of further service to you.
  Sincerely,
  **Stanton
        Associates**
  /s/
        L.H.
        Stanton
  Lewis
        H.
        Stanton
 President
        and Senior Partner
   I
        HAVE
        READ AND UNDERSTAND THE FOREGOING, AND AGREE.
 
 By:
              /s/
                  Eric Schiffer
              
              5/5/05Eric
                  Schiffer, CEO, 99¢ Only Stores
              
              dateAddress:
              4000
                Union Pacific AvenueCity
                  of Commerce, CA 90023Telephone:
              (323)
                  980-8145Fax:
              (323)
                  307-9612
  
  **STANTON
        ASSOCIATES**
 **3682
        Berry Drive**
 **Studio
        City, CA 91604**
 
 **phone:**
              **(818)
                  752-6500****fax:**
              **(650)
                  227-2294****lstanton@stantonassoc.com**
 
 April
        22,
        2005
 
 Mr.
        Eric
        Schiffer
 Chief
        Executive Officer
 99¢
Only
        Stores
 4000
        Union Pacific Avenue
 City
        of
        Commerce, CA 90023
   Dear
        Mr.
        Schiffer:
  This
        letter summarizes the Stanton Associates ("SA") proposal to provide additional
        professional services to 99¢ Only Stores ("99 Only"). This letter Forms an
        Addendum to our Agreement of March 12, 2005, for such professional
        services.
   **Engagement
        Schedule and Fees**
  SA
        shall
        provide an additional financial consultant, specifically Mr. Wayne Karro,
        to
        provide financial and accounting assistance to 99 Only.
  The
        start
        date for Mr. Karro is to be Monday May 2, 2005.
  Fees
  The
        agreed hourly rate for Mr. Karro is $140 (One Hundred and Forty dollars),
        with a
        guaranteed minimum of 32 hours a week. If work is required of Mr. Karro beyond
        this amount per week we will obtain your approval prior to performing such
        work.
        The minimum period of the engagement for Mr. Karro shall be two months
        commencing May 2, 2005.
  Fees
        will
        be billable twice a month for the periods of the 1 st to the
        15 th ,
        and the
        16 th to the
        end of the month, based on the actual hours worked each period. Fees are
        due as
        per the engagement letter of March 12, 2005.
  
  SA
        requires an initial deposit of two weeks of fees for Mr. Karro, or $4,480.00
        (Four thousand, four hundred and Eighty Dollars), upon commencement of Mr.
        Karro's engagement, such deposit to be applied to the final invoice(s) for
        his
        services.
   **Terms**
  The
        terms
        and conditions of the Attachment to our engagement letter of March 12, 2005
        shall also apply to this Addendum for Mr. Karro's services, except that the
        second paragraph of item 11 thereof shall not apply in respect to Mr. Karro's
        services. In addition, you agree not to engage or contract directly Mr. Karro
        for any consulting services for a period of one year after he completes any
        and
        all work on the 99 Only engagement via SA under this Agreement. You also
        agree
        to keep all terms and conditions of this Agreement strictly
        confidential.
  We
        are
        please to be of further service to you.
  Sincerely,
  **Stanton
        Associates**
  /s/
        L.H.
        Stanton
  Lewis
        H.
        Stanton
 President
        and Senior Partner
   I
        HAVE
        READ AND UNDERSTAND THE FOREGOING, AND AGREE.
 
 By:
              /s/
                  Eric Schiffer
              
              5/5/05Eric
                  Schiffer, CEO, 99¢ Only Stores
              
              dateAddress:
              4000
                Union Pacific AvenueCity
                  of Commerce, CA 90023Telephone:
              (323)
                  980-8145Fax:
              (323)
                  307-9612
  
  **STANTON
        ASSOCIATES**
 **3682
        Berry Drive**
 **Studio
        City, CA 91604**
 
 **phone:**
              **(818)
                  752-6500****fax:**
              **(650)
                  227-2294****lstanton@stantonassoc.com**
 
 August
        1,
        2005
 
 Mr.
        Eric
        Schiffer
 Chief
        Executive Officer
 99¢
Only
        Stores
 4000
        Union Pacific Avenue
 City
        of
        Commerce, CA 90023
   Dear
        Mr.
        Schiffer:
  This
        letter summarizes the Stanton Associates ("SA") proposal to provide additional
        professional services to 99¢ Only Stores ("99 Only"). This letter Forms an
        Addendum to our Agreement of March 12, 2005, for such professional
        services.
   Engagement
        Schedule and Fees
  SA
        shall
        provide an additional financial consultant, specifically Mr. Herb Chick,
        to
        provide financial and accounting assistance to 99 Only.
  The
        start
        date for Mr. Chick is to be Monday August 1, 2005.
  Fees
  The
        agreed hourly rate for Mr. Chick is $140 (One Hundred and Forty dollars),
        with a
        guaranteed minimum of 25 hours a week. Fees will be billable twice a month
        for
        the periods of the 1 st to the
        15 th ,
        and the
        16 th to the
        end of the month, based on the actual hours worked each period. Fees are
        due as
        per the engagement letter of March 12, 2005.
  SA
        requires an initial deposit of two weeks of fees for Mr. Chick, or $7,000
        (Seven
        Thousand Dollars), upon commencement of Mr. Chick's engagement, such deposit
        to
        be applied to the final invoice(s) for his services.
  
  **Terms**
  The
        terms
        and conditions of the Attachment to our engagement letter of March 12, 2005
        shall also apply to this Addendum for Mr. Chick's services. In addition,
        you
        agree not to engage or contract directly Mr. Chick for any consulting services
        of any type for a period of one year after he completes any and all work
        on the
        99 Only engagement via SA under this Agreement. You also agree to keep all
        terms
        and conditions of this Agreement strictly confidential.
  We
        are
        please to be of further service to you.
  Sincerely,
  **Stanton
        Associates**
  /s/
        L.H.
        Stanton
  Lewis
        H.
        Stanton
 President
        and Senior Partner
   I
        HAVE
        READ AND UNDERSTAND THE FOREGOING, AND AGREE.
 
 By:
              /s/
                  Eric Schiffer
              
              8/1/05Eric
                  Schiffer, CEO, 99¢ Only Stores
              
              dateAddress:
              4000
                Union Pacific AvenueCity
                  of Commerce, CA 90023Telephone:
              (323)
                  980-8145Fax:
              (323)
                  307-9612