**Exhibit
      10.28**





AMENDMENT
      TO EMPLOYMENT AGREEMENT





THIS
      AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of the ____ day
      of ____ 2007, by and between Burlington Coat Factory Warehouse Corporation,
      a
      Delaware corporation (the “Company”), and ____________________
      (“Executive”).





WHEREAS,
      the Company and the Executive
      entered into an EMPLOYMENT AGREEMENT dates as of ______________ (the “Employment
      Agreement”); and





WHEREAS,
      the Company and the Executive
      desire to amend the Employment Agreement on the terms and conditions hereinafter
      set forth;





NOW,
      THEREFORE, in consideration of the
      premises and the mutual covenants contained herein and for other good and
      valuable consideration, the receipt and sufficiency of which are acknowledged,
      the parties hereto agree as follows:





1.  Section
      1,
Definitions, of the Employment Agreement is hereby amended to add the
      following to the end of the definition of “Good Reason”:





“;
      provided, however, no condition enumerated in the preceding shall be deemed
      to
      be “Good Reason” unless within thirty (30) days of the initial existence of such
      condition, Executive shall have given the Company written notice thereof
      specifically describing the condition giving rise to “Good Reason” and allowing
      the Company a period of at least thirty (30) days from the date of receipt
      of
      the notice to remedy such condition.  Notwithstanding the foregoing,
      in no event will a condition give rise to “Good Reason” hereunder unless within
      ten (10) days after the expiration of the period provided in the Executive’s
      notice for the Company to remedy said condition but in no event later than
      one
      hundred and twenty (120) days initial existence of said condition, Executive
      shall have actually terminated his employment with the Company by giving written
      notice of resignation for failure of the Company to remedy such
      condition.





2.  The
      following Subsection
      (g) is hereby added to the Section 4 of the Employment Agreement:





“(g)  Notwithstanding
      anything herein to the contrary, if, at the time any payment is payable to
      Executive pursuant to the provisions of Section 4(b)(i) above as a result of
      Executive’s “separation from service” (within the meaning of Section 409A of the
      Internal revenue Code of 1986, as amended (the “Code”) and the regulations
      promulgated thereunder, the Company or any company in the affiliate group in
      which the Company’s financial statements are consolidated in accordance with
      generally accepted accounting principles has a class of equity securities traded
      on an established domestic or foreign securities market or otherwise including,
      without limitation, trading on an American exchange only as American Depositary
      receipts (“ADR’S”) and Executive is designated a “specified person” (as such
      term is defined in Section 409A of the Code and the regulations promulgated
      thereunder) on a list prepared by the Company periodically pursuant to Section
      409A of the Code and the regulations promulgated thereunder, then during the
      six
      month period from and after the date of Executive’s “separation from service”
the amount payable to Executive pursuant to the provisions of Section 4(b)(i)
      of
      the Employment Agreement shall not exceed the lesser of (x) two times
      Executive’s annual base compensation or (y) two times the amount determined
      pursuant to Section 401(a)(17) of the Code, and any excess amount which accrues
      to Executive during such period shall be withheld during such period and paid
      to
      Executive in a lump sum upon the expiration of six months after the date of
      “separation from service” (or , if earlier than the end of such six month
      period, upon Executive’s death).  Any further amounts payable
      to





Executive
      pursuant to Section 4(b)(i) thereafter accruing shall be paid on their scheduled
      payment dates.”





3.  Except
      as modified or
      amended hereby or inconsistent herewith, the Employment Agreement is hereby
      confirmed and ratified.





IN
      WITNESS WHEREOF, the parties have executed this Amendment on the day and year
      first above written.








BURLINGTON
                COAT FACTORY WAREHOUSE CORPORATIONBy:Name:Title:EXECUTIVE:Name:











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