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                                                                EXHIBIT 10.31(a)

                            PRIVATE BRANDS AGREEMENT

            This PRIVATE BRANDS AGREEMENT (this "Agreement"), dated as of
October 30, 2006 and effective as of October 29, 2006 (the "Effective Time"), is
made between Belk, Inc., a Delaware corporation ("Seller"), and The Bon-Ton
Stores, Inc., a Pennsylvania corporation ("Buyer").

                                    RECITALS

            WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as
of August 1, 2006, by and between Saks Incorporated ("Saks") and Seller (the
"Stock Purchase Agreement"), Saks has sold to Seller, and Seller has purchased,
all of the outstanding capital stock of Parisian Stores, Inc., an Alabama
corporation, Parisian Wholesalers, Inc., an Alabama corporation, and Parisian
Alabama, Inc., a Delaware corporation (each, a "Company" and, collectively, the
"Companies"); and

            WHEREAS, following the completion of the transactions contemplated
by the Stock Purchase Agreement, the Companies were merged with and into Seller;
and

            WHEREAS, Seller is engaged in the business of owning and operating
retail department stores under the nameplate Parisian (the "Parisian Business");
and

            WHEREAS, in connection with the transactions contemplated by the
Stock Purchase Agreement, Saks and Seller have entered into a Private Brands
Agreement, dated as of October 25, 2006 (the "Saks Private Brands Agreement"),
pursuant to which Saks and Seller have made certain agreements with respect to
the sale of merchandise bearing private label brands; and

            WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as
of October 23, 2006, by and between Seller and Buyer (the "Asset Purchase
Agreement"), Seller has sold to Buyer, and Buyer has purchased, certain assets
used in connection with the operation of the following four Parisian department
stores that Seller acquired as part of the Parisian Business (collectively, the
"Stores"): Fairfield Commons, Beavercreek, Ohio; Circle Center, Indianapolis,
Indiana; Meadowbrook Mall, Rochester Hills, Michigan; and Laurel Park Place,
Livonia, Michigan; and

            WHEREAS, in connection with the transactions contemplated by the
Asset Purchase Agreement, Seller and Buyer desire to enter into certain
agreements with respect to the sale of merchandise bearing private label brands
by Buyer at the Stores.

            NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree as follows:

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            1.    SCOPE.

            (a) For the purposes of this Agreement: (i) "Products" shall mean
collectively Inventory Products, On Order Products, Direct Order Merchandise and
Replenishment Merchandise; (ii) "Inventory Products" shall mean merchandise
bearing a Private Brand in the inventory of the Business (as defined in the
Asset Purchase Agreement) at the Effective Time that is located in the Stores or
is being held for sale in the Stores; (iii) "On Order Products" shall mean
merchandise, including sample merchandise, attributable to the Business bearing
a Private Brand that is the subject of purchase orders or commitment sheets
issued by Saks or its Affiliates or Seller or its Affiliates and accepted by
Vendors prior to the Effective Time that was ordered for the Stores and
scheduled for delivery to the Stores on or prior to February 20, 2007 and remain
unfilled as of the Effective Time, all as set forth on Schedule 1 attached
hereto; (iv) "Direct Order Merchandise" shall mean merchandise bearing a Private
Brand sourced from Vendors located in the United States that Seller or its
Affiliate or Saks or its Affiliate or Buyer or its Affiliate (to the extent
permitted by the applicable Vendors) shall order directly from the Vendors in
accordance with this Agreement, but excluding Replenishment Merchandise; (v)
"Replenishment Merchandise" shall mean regularly stocked merchandise bearing a
Private Brand that Seller or its Affiliate or Saks or its Affiliate or Buyer or
its Affiliate (to the extent permitted by the applicable Vendors) shall maintain
on its replenishment system and order directly from Vendors for the Parisian
Business including the Stores and as to which Seller or its Affiliates shall
otherwise deal directly with Vendors; (vi) "Saks Sourced Products" shall mean,
collectively, Inventory Products and On Order Products; and (vii) "Private
Brands" shall mean, collectively, those trademarks set forth on Exhibit A and
identified as owned by third parties and licensed to Saks ("Third Party Brands")
or Seller or its Affiliates ("Seller Licensed Brands") or owned by Seller or its
Affiliates ("Seller Owned Brands"). Notwithstanding the foregoing, Associated
Merchandising Corporation shall not be a Vendor of Direct Order Merchandise but
shall be a Vendor of On Order Products and Replenishment Merchandise.

            (b) Subject to obtaining any necessary consents or approvals from
Vendors or the owners or licensors of any applicable Third Party Brands, Buyer's
obligations to purchase Inventory Products and On Order Products shall be firm
and not subject to modification or cancellation.

            (c) Buyer acknowledges that: (i) neither Saks nor Seller is a
manufacturer of the Products; (ii) Saks has entered or will enter into
agreements with one or more third party vendors, agents or service providers
("Vendors") to enable Saks to deliver Saks Sourced Products to Seller and Seller
to acquire Replenishment Merchandise and Direct Order Merchandise from Vendors;
(iii) Saks has agreed that Seller and its Affiliates may enter into direct
business relationships with Vendors of Replenishment Merchandise and Direct
Order Merchandise for the purposes of acquiring such merchandise; and (iv) Buyer
will receive the benefits of Saks' and Seller's business relationships with
Vendors and the owners or licensors of the Third Party Brands.

            (d) With respect to Products bearing Third Party Brands ("Third
Party Branded Products"), Buyer acknowledges that: (i) neither Saks nor Seller
owns the Third Party Brands; (ii) Saks has entered into license agreements with
third parties that impose upon Saks certain obligations and restrictions with
respect to the use of Third Party Brands and the sale and

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marketing of the Third Party Branded Products; (iii) Saks must obtain the
consent of the owners or licensors of the Third Party Brands in order to permit
the transfer or sale to Seller of Third Party Branded Products (including Third
Party Branded Products which Seller will transfer or sell to Buyer), and the
resale of the Third Party Branded Products to customers (including Third Party
Branded Products sold in the Stores); (iv) it shall be necessary for Seller to
take certain actions with respect to Third Party Branded Products in order to
prevent Saks from being in breach or default of obligations under its license
agreements for the Third Party Brands (and for Buyer to take certain actions
with respect to Third Party Branded Products under this Agreement in order to
prevent Seller from being in breach or default of its obligations under the Saks
Private Brands Agreement); and (v) agreements relating to Third Party Brands may
terminate prior to the expiration or termination of this Agreement (in which
case Saks shall be under no obligation to make such Third Party Branded Products
available to Seller and Seller shall be under no obligation to make such Third
Party Branded Products available to Buyer).

            (e) Subject to any obligations under the license agreements for
Third Party Brands and the obligations of Seller under the Saks Private Brands
Agreement, Buyer will promote, market and sell the Third Party Branded Products
in the Stores in the same manner and to the same extent as the Third Party
Branded Products were promoted, marketed and sold by Seller and its Affiliates
prior to the Effective Time. Without limiting the generality of the foregoing,
Buyer shall be responsible for the proportionate share attributable to the
Business (to the extent not prohibited by the applicable Vendors) of Seller's
portion of any advertising or promotional obligations set forth in any license
agreement between Saks and the owner or licensor of any Third Party Brand in
effect as of the Effective Time which are charged to Seller pursuant to the Saks
Private Brands Agreement and any such license agreement entered into after the
Effective Time with the consent of Seller and Buyer with the owner or licensor
of a Third Party Brand which are charged to Seller pursuant to the Saks Private
Brands Agreement. Subject to the consent of the owner or licensor of each Third
Party Brand, Buyer shall sell the Third Party Branded Products purchased
hereunder to retail customers in the ordinary course of business only in the
Stores. With respect to the promotion, marketing and sale of Third Party Branded
Products in the Stores, when and as requested (subject to reasonable notice) by
Saks or Seller, Buyer shall take any action deemed reasonably necessary by Saks
or Seller to protect the image, reputation and goodwill represented by the Third
Party Brands, to enable Seller to remain in compliance with its obligations
under the Saks Private Brands Agreement, and to enable Saks to remain in
compliance with Saks' obligations under any license agreement in effect as of
the Effective Time and any such license agreement entered into after the
Effective Time with the consent of Seller and Buyer with the owner or licensor
of a Third Party Brand. Without limiting the generality of the foregoing, when
and as requested by Saks or Seller, Buyer shall: (i) deliver to Seller copies of
advertising or promotional material for Third Party Branded Products with
respect to the Stores; and (ii) modify or discontinue any advertising or
promotional material or other activity or practice with respect to the Third
Party Branded Products with respect to the Stores that is not in compliance with
the requirements of this Agreement or the Saks Private Brands Agreement or Saks'
license agreements for the Third Party Brands.

            (f) Buyer shall not alter any Third Party Brand on any Third Party
Branded Product, apply or use any Third Party Brand on other goods or with
respect to any services, or relabel, retag (to the extent of modifying any
Private Brand or tradename on a tag), modify or repackage the Third Party
Branded Products in any manner. Seller's obligation to deliver or sell

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to Buyer any Saks Sourced Products under this Agreement or the Asset Purchase
Agreement, or Buyer's or Seller's right to purchase from Vendors Replenishment
Merchandise or Direct Order Merchandise for the Stores, shall be conditioned
upon the receipt by Saks of any consent or approval required under an agreement
between Saks and a Vendor or the owner or licensor of any Third Party Brand.
Seller hereby agrees to exercise all rights of Seller under the Saks Private
Brands Agreement to cause Saks to use its commercially reasonable efforts to
obtain from any Vendors or the owners or licensors of any applicable Third Party
Brand any consents necessary for Saks to perform its obligations under the Saks
Private Brands Agreement and for Seller to perform its obligations under this
Agreement and for Buyer to sell all Third Party Branded Products purchased
hereunder in the ordinary course of business at the Stores in accordance with
the requirements of the license agreements for the Third Party Brands, provided
neither Saks nor Seller shall be obligated to pay any money or provide other
consideration to a Vendor or the owner or licensor of a Third Party Brand in
order to obtain any such consent. The delivery or sale of Third Party Branded
Products to Buyer pursuant to this Agreement shall not be deemed to be a grant
to Buyer of any right, title, interest or license in and to the Third Party
Brands or other intellectual property rights in the Third Party Branded Products
other than the limited right to promote, market and sell the Third Party Branded
Products at the Stores in accordance with the terms of the Saks Private Brands
Agreement and this Agreement. Buyer shall not seek to register or otherwise
contest the ownership of any Third Party Brand used on the Products.

            (g) Buyer acknowledges that: (i) Saks' agreement with AMC ("AMC
Agreement"), a Vendor of Saks Sourced Products, Direct Order Merchandise and
Replenishment Merchandise, contains an annual minimum service charge requirement
with respect to Saks Sourced Products to be purchased under this Agreement and
Replenishment Merchandise and Direct Order Merchandise to be purchased directly
by Saks or Seller or Buyer; and (ii) Saks' license agreement with the owner or
licensor of certain Third Party Brands contain annual minimum royalty
obligations with respect to the Retail Sales (as hereinafter defined) of certain
Third Party Branded Products. The quantities of Saks Sourced Products to be
purchased under the Saks Private Brands Agreement by Saks from AMC and
Replenishment Merchandise and Direct Order Merchandise to be purchased by Seller
or Buyer directly from AMC pursuant to this Agreement represent a substantial
portion of the goods to be purchased by Saks under the AMC Agreement. The
royalties attributable to certain Third Party Branded Products to be purchased
under the Saks Private Brands Agreement represent a significant portion of Saks'
minimum royalty obligations under the applicable license agreements for the
Third Party Brands. Accordingly, Buyer shall be responsible for a proportionate
share represented by the Business of Seller's share of any shortfall in meeting
the applicable minimums set forth in Exhibit B to the Saks Private Brands
Agreement if, in the case of the AMC Agreement, Seller's purchases of Saks
Sourced Products purchased by Saks from AMC or Replenishment Merchandise and
Direct Order Merchandise purchased by Seller or Buyer from AMC, or in the case
of the license agreements, royalties from Retail Sales of the affected Third
Party Branded Products, fail to meet the minimum amounts set forth on Exhibit B
to this Agreement for the periods indicated; provided, however, that Buyer shall
not be responsible for any portion of the shortfall to the extent that any
portion of such shortfall is attributable to the failure of Saks to obtain from
any Vendors or the owners or licensors of the affected Third Party Brands any
consents or approvals required under any agreement between Saks and a Vendor or
such owner or licensor. Subject to the foregoing, Buyer's proportionate share of
Seller's share of a shortfall shall be equal to: (A) in the case of the

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AMC Agreement, the amount, if any, by which the minimum set forth on Exhibit B
to this Agreement exceeds the sum of the service charges payable to AMC
attributable to Seller's actual purchases on behalf of Buyer pursuant to this
Agreement of Saks Sourced Products, and all purchases pursuant to this Agreement
of Direct Order Merchandise and Replenishment Merchandise, for the Stores and
sourced through AMC; and (B) in the case of each of the affected Third Party
Branded Products, the amount, if any, by which the minimum set forth on Exhibit
B to this Agreement exceeds the sum of the royalties actually paid by Saks based
upon Buyer's Retail Sales of such Third Party Branded Products. For the purposes
of this Agreement, "Retail Sales" shall mean Buyer's gross retail sales price of
the Third Party Branded Products, less amounts granted for returns or allowances
to retail customers who purchase the Third Party Branded Products. Retail Sales
shall not include any sales or use taxes collected by Buyer from a retail
customer. Notwithstanding the foregoing, Buyer shall not be obligated to pay any
share of a shortfall for an applicable period if Saks or Seller is not obligated
to pay any shortfall with respect to its contracted minimum to AMC or the owner
or licensor of a Third Party Brand. Seller agrees that Buyer shall receive a
credit against the AMC minimum service charges and the minimum royalty charges
of Third Party Branded Products set forth in Exhibit B to this Agreement in the
amount of any excess above required minimums of service charges or commissions
attributable to purchases of merchandise by Buyer directly from AMC or any
excess above required minimums of royalties in respect of such Third Party
Branded Products pursuant to any private brands agreement between Saks and Buyer
with respect to other stores operated by Buyer; provided, however, that Buyer
shall indemnify and hold harmless Seller (without regard to any limitations set
forth in Section 10(a); except that Buyer shall have no indemnity obligation
hereunder to the extent that such claims arise from the fraud, gross negligence
or willful misconduct of Seller or its Affiliates) against any damages incurred
by Seller to Saks resulting from Buyer's setoff of such amounts against the
minimums set forth in Exhibit B to this Agreement provided that Buyer shall be
given notice of and have the right to defend any such claim brought by Saks and
Seller shall not settle any such claim without the prior written consent of
Buyer.

            (h) Buyer acknowledges that Saks' license agreement with the
licensor of the Laura Ashley Brands ("Laura Ashley License") expires on December
31, 2007, and that Saks has an obligation for minimum royalties through such
date. On or prior to the expiration or termination of the Saks Private Brands
Agreement, Seller shall enter into a sublicense agreement or similar arrangement
with Saks under the terms of which Seller will be licensed to source Laura
Ashley branded merchandise from third parties, will be obligated to pay the
royalties on the Retail Sales of such merchandise, and will be obligated to pay
its proportionate share of the minimum royalties of Saks determined in
accordance with the principles set forth in Section 1(g). The sublicense will
contain such other terms and conditions as are required under the Laura Ashley
License and as are customary for an agreement of this nature. The sublicense
shall be subject to the consent of the licensor under the terms of the Laura
Ashley License. Seller will use commercially reasonable efforts to cause Saks to
enter into a sublicense agreement or similar arrangement with Buyer under the
terms of which Buyer will be licensed to source Laura Ashley branded merchandise
from third parties, will be obligated to pay the royalties on the Retail Sales
of such merchandise at the Stores, and will be obligated to pay its
proportionate share of the minimum royalties of Saks determined in accordance
with the principles set forth in Section 1(g).

            (i) Under the Saks Private Brands Agreement, Saks has agreed to
permit Seller to establish a direct business relationship with each Vendor of
Replenishment Merchandise

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and Direct Order Merchandise. Seller shall provide Buyer such information as
Buyer may reasonably require in order for Buyer to place orders for
Replenishment Merchandise and Direct Order Merchandise through Seller. Seller
agrees that it shall, at the request of Buyer, place orders for Replenishment
Merchandise and Direct Order Merchandise on behalf of Buyer until such time as
Buyer shall have the right and the ability to place such orders directly with
such Vendors. The commercial terms for the acquisition by Seller on behalf of
Buyer of Replenishment Merchandise and Direct Order Merchandise shall be
established between Seller and the Vendors, with the prior written consent of
Buyer. Without limiting the generality of the foregoing, all orders for
Replenishment Merchandise and Direct Order Merchandise for the Stores by Seller
on behalf of Buyer shall, at the request of Buyer, be placed by Seller for the
account of Buyer directly with each Vendor, with invoices for the Replenishment
Merchandise and Direct Order Merchandise with respect to such orders to be
issued by each Vendor to Seller and by Seller to Buyer, and payment to be made
by Buyer directly to Seller on or before the date on which payment is required
to be made on an invoice submitted by each Vendor. Replenishment Merchandise and
Direct Order Merchandise for the Stores bearing Third Party Brands shall be
subject to the royalty obligations under Section 2(c). Replenishment Merchandise
purchased for the Stores from AMC shall be credited against Buyer's
proportionate share of Seller's portion of Saks' annual minimum service charge
obligation to AMC under Section 1(g). In connection therewith, within ten (10)
days following the end of each month, Buyer shall submit to Seller a written
report identifying the quantity, Buyer's fully landed cost and first cost of any
Replenishment Merchandise purchased for the Stores from AMC and delivered to
Buyer during the preceding month, and such other information as Seller may
reasonably require.

            (j) THIS AGREEMENT AND THE ASSET PURCHASE AGREEMENT STATE THE ONLY
TERMS AND CONDITIONS UNDER WHICH SELLER SHALL SELL TO BUYER, AND BUYER SHALL
PURCHASE FROM SELLER, THE SAKS SOURCED PRODUCTS.

            2.    PRICE AND SALES REPORTS.

            (a) The price for Inventory Products has been established and shall
be deemed to be subsumed within the purchase price for the Assets purchased
under the Asset Purchase Agreement.

            (b) The price for On Order Products for the Stores shall be Saks'
fully landed cost for such Products (including the invoice price from each
Vendor of On Order Products, all freight (air, ocean or land), insurance,
duties, brokers or agents fees or commissions, imposts, levies, taxes or other
amounts paid by Saks with respect to the procurement of On Order Products) plus
a load factor allocated to the Products. The load factor shall be seven and
one-half percent (7.5%) of the fully landed cost of the On Order Products.

            (c) Seller shall exercise its rights under the Saks Private Brands
Agreement to cause Saks to pay when due all royalties payable by Saks to the
owners or licensors of the Third Party Brands. Within fifteen (15) days
following the end of a calendar quarter (i.e., each three (3) month period
ending on March 31, June 30, September 30 and December 31 of each year), Buyer
shall submit to Seller, and Seller shall incorporate into Seller's report
submitted to Saks, a written sales report signed and certified as accurate in
all material respects by an officer of Buyer

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identifying the Retail Sales of each category of Third Party Branded Products
sold by Buyer in the Stores during the applicable quarter. Such report shall be
required even if no sales of a particular Third Party Branded Product have been
made in the Stores in such quarter. In no event shall Seller's receipt of
Buyer's report be deemed to be a waiver of Seller's right to challenge (on
behalf of itself or the owner or licensor of a Third Party Brand) the accuracy
of any report or the amount of any payment due from Buyer.

            (d) So long as Seller is required to maintain an irrevocable letter
of credit ("LOC") for the benefit of Saks under the Saks Private Brands
Agreement, Buyer shall pay to Seller a proportionate share of the fees paid and
payable to the issuer of such LOC (the "LOC Bank") with respect to the issuance
and maintenance of such LOC during the Term. Seller shall submit to Buyer (i)
within five (5) days after the date of this Agreement an invoice for Buyer's
proportionate share of any LOC fees prepaid by Seller with respect to the
issuance of the LOC prior to the date hereof for periods during the Term and
(ii) at least five (5) days prior to the date on which Seller shall be obligated
to pay any additional fees to the LOC Bank with respect to the maintenance of
the LOC during the Term an invoice for Buyer's proportionate share of such fees.
Buyer shall pay the amount of each invoice submitted by Seller pursuant to this
Section 2(d) within five (5) days of the date of such invoice. Buyer's
proportionate share of any applicable LOC shall be equal to that percentage of
the total On Order Products secured by such LOC that are designated for the
Stores.

            3.    DELIVERY, TITLE AND RISK OF LOSS.

            (a) Inventory Products shall be deemed to be delivered to Buyer as
of the date hereof. On Order Products shall be deemed to be delivered to Buyer
at such time as the On Order Products are delivered to Saks by a Vendor under
the applicable purchase order or other agreement between Saks and the Vendor but
only after the date that such On Order Products have been identified for
shipment to the Stores.

            (b) Freight, insurance and other costs attributable to the delivery
and sale of On Order Products shall be determined in accordance with Saks' past
practices.

            (c) Title and risk of loss for Inventory Products shall be deemed to
have passed to Buyer as of the date hereof. Title and risk of loss for On Order
Products shall be deemed to pass automatically from Seller to Buyer at such time
as title and risk of loss passes from the Vendor to Saks pursuant to the
applicable purchase order or other agreement between Saks and the Vendor.

            (d) Upon receipt Buyer shall have the right to reject any delivery
of On Order Products that is shipped late or that is non-conforming, provided
Buyer indemnifies Seller with respect to all claims that may arise with respect
to such rejection without regard to any limitations set forth in Section 10(a)
except to the extent that such claims arise from the fraud, gross negligence or
willful misconduct of Seller or its Affiliates.

            4.    BILLING AND PAYMENT.

            (a) Buyer shall promptly pay Seller's invoices and other amounts due
under this Agreement. Seller will provide reasonable additional information
requested by Buyer in

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writing supporting Seller's invoices. Unless otherwise provided herein or
directed otherwise by Seller, Buyer shall pay all invoices or other amounts due,
as applicable, in the case of invoices, not later than fifteen (15) days
following receipt by Buyer of Seller's invoice, or, in the case of other
amounts, on the due date. Buyer shall not be entitled to offset any amounts
owing to it by Saks or any of Saks' Affiliates or Seller or any of Seller's
Affiliates against amounts payable by Buyer hereunder or under any other
agreement or arrangement. Should Buyer reasonably and in good faith dispute any
portion of an invoice, Buyer shall pay the undisputed portion of the invoice in
accordance with this Section 4(a) and promptly notify Seller in writing of the
nature and basis of the dispute.

            (b) All charges and fees to be paid by Buyer to Seller under this
Agreement are exclusive of any applicable taxes required by law to be collected
from Buyer (including withholding, sales, use, excise or services taxes, which
may be assessed on the provision of any services hereunder). If a withholding,
sales, use, excise or services tax is assessed on the delivery or sale of Saks
Sourced Products or the provision of any other services under this Agreement,
Buyer shall pay directly, reimburse or indemnify Seller and its Affiliates for
such tax. The parties shall cooperate with each other in determining the extent
to which any tax is due and owing under the circumstances, and shall provide and
make available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by the other party; provided
that if any such tax is assessed against Seller by Saks, Buyer shall be
obligated to pay directly, reimburse or indemnify Seller and its Affiliates for
such tax.

            (c) All payments required to be made pursuant to this Agreement
shall bear interest from and including: (i) the date ten (10) days following
receipt by Buyer of Seller's invoice for undisputed invoiced amounts (but only
in cases in which Buyer has not paid within ten (10) days following receipt by
Buyer of Seller's invoice); or (ii) the due date with respect to other amounts,
in each case to but excluding the date of payment at a rate equal to one percent
(1%) per month, or such higher rate as Saks or Seller may be obligated to pay to
an owner or licensor under a license agreement for a Third Party Brand, or to a
Vendor under an applicable agreement or purchase order. Such interest shall be
payable at the same time as the payment to which it relates is made and shall be
calculated on the basis of the number of days (excluding the payment date) by
which the payment date follows the date such payment is due.

            5.    BOOKS AND RECORDS; AUDITS.

            (a) Buyer shall prepare and maintain complete and accurate books of
account and records (specifically including without limitation the originals or
copies of documents supporting entries in the books of account and records)
covering all transactions arising out of or relating to this Agreement. Seller
and its duly authorized representatives (or in the case of Third Party Branded
Products, the owner or licensor of the Third Party Brand), upon appropriate
advance notice to Buyer, shall have the right, during regular business hours,
for the duration of this Agreement, and for a term of one (1) year following the
early termination or expiration of this Agreement, to audit said books of
account and records and examine all other documents and materials in the
possession of, or under the control of, Buyer with respect to the subject matter
of this Agreement. All such books of account, records and documents shall be
kept available by Buyer for at least one (1) year after the early termination or
expiration of this Agreement.

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            (b) If, as a result of any audit of Buyer's books and records, it is
shown that with respect to any calendar quarter during the Term (as hereafter
defined), royalties or minimums paid by Buyer to Seller were: (i) less than the
amounts which should have been paid, Buyer immediately shall pay such shortfall
to Seller together with the interest due under Section 4(e) with respect to the
shortfall; and (ii) greater than the amounts which should have been paid, Seller
shall refund such overpayment to Buyer to the extent Seller is entitled to, or
obtains after utilizing commercially reasonable efforts without incurring any
cost or expense, a refund of the overpayment from a Vendor or the owner or
licensor of a Third Party Brand. If the amount of a shortfall is equal to or
more than the percentage in the applicable license agreement for a Third Party
Brand of the payment actually due Seller, Buyer shall reimburse Seller for the
cost to Seller of such audit.

            (c) In addition to any inspection or audit by Seller under Section
5(a). Buyer shall permit Saks and the owner or licensor of a Third Party Brand,
as applicable, to inspect the facilities and operations where Buyer conducts
business activities with respect to Stores to the extent required by the Saks
Private Brands Agreement or the agreement relating to the applicable Third Party
Brand.

            6.    TERM OF AGREEMENT; TERMINATION.

            (a) This Agreement shall commence on the Effective Time and shall
continue (unless sooner terminated pursuant to the terms hereof) through January
31, 2007 ("Term"). This Agreement shall not be subject to renewal.

            (b) Buyer may terminate this Agreement at any time upon written
notice to Seller in the event of a material breach of this Agreement by Seller.
Such termination shall become effective thirty (30) days from the date of
Seller's receipt of such notice unless the breach is cured.

            (c) Seller may terminate this Agreement at any time upon written
notice to Buyer in the event of a material breach of this Agreement by Buyer.
Such termination shall become effective thirty (30) days from the date of
Buyer's receipt of such notice unless the breach is cured; provided, that if
such breach relates to the non-payment by Buyer of any amount due under Section
4, then termination under this Section 6(c) shall be effective twenty (20) days
from the date of receipt of notice of breach from Seller unless all unpaid fees
or expenses that are in payment default have been paid in full within such
20-day period.

            (d) Following the expiration of this Agreement under Section 6(a) or
the termination of this Agreement by Buyer under Section 6(b). but subject to
the terms and conditions of this Agreement, Seller shall continue to deliver any
previously undelivered On Order Products. Following any termination of this
Agreement by Seller under Section 6(c). but subject to the terms and conditions
of this Agreement, Seller may elect to continue to deliver any previously
undelivered On Order Products, provided under no circumstances shall Seller be
obligated to do so.

            (e) Notwithstanding any other provision in this Agreement to the
contrary, whether this Agreement expires or is terminated by Seller or Buyer, or
whether this Agreement is

                                      -9-
<PAGE>

subject to a partial termination under Section 7, Buyer shall remain liable for
the payment of all amounts due with respect to Products delivered under the
terms of this Agreement, even though Products may not be delivered or sold until
after such expiration or termination; provided that the parties acknowledge and
agree that Buyer shall have no obligation with respect to any Product that is
not scheduled for delivery to the Stores prior to February 20, 2007. Further, in
the event of expiration or termination of this Agreement, Sections 1(e) through
l(i), 2, 3, 4, 5, 6, 8, 10, 11 and 13 through 22 shall continue in full force
and effect; provided that Sections 1(g) and 1(h) shall not survive if this
Agreement is terminated pursuant to Section 6(b). Notwithstanding any other
provisions of this Agreement, in no event will Buyer have any obligations
whatsoever arising from Section 1(g) or otherwise relating to the minimum
service charges or royalties set forth in Exhibit B or for any load factor
payments pursuant to Section 2(b), in any such case for any period other than
during the Term.

            7. PARTIAL TERMINATION. Subject to Section 6(d), this Agreement
shall automatically terminate with respect to: (i) any category of Third Party
Branded Product upon the expiration or termination for any reason of the
applicable license agreement between Saks and the owner or licensor of the Third
Party Brand; (ii) any other Product affected by the expiration or termination of
a purchase order, sourcing or other agreement between Saks or Seller and a
Vendor of the Product; or (iii) all Products upon termination of the Saks
Private Brands Agreement.

            8. CONFIDENTIALITY. Each party shall, and shall cause each of its
Affiliates and each of its and their officers, directors and employees to, hold
all information relating to the business of the other party (and in the case of
Buyer information of Saks and its Affiliates disclosed by Seller or any of its
Affiliates to Buyer) disclosed to it by reason of this Agreement (the
"Confidential Information") confidential, and shall not disclose or permit to be
disclosed any such Confidential Information to any third party unless legally
required to disclose such information; provided, however, that to the extent
that a Person receiving Confidential Information hereunder may receive the
written advice of outside counsel that disclosure of any Confidential
Information is required in order that such Person not commit a violation of law,
such Person: (a) to the extent not inconsistent with such Person's obligation to
disclose, will give the other party hereto prompt notice of such request so that
such party may seek an appropriate protective order; (b) may only disclose such
information if it shall first have used commercially reasonable efforts to, and,
if practicable, shall have afforded the other party the opportunity to, obtain
an appropriate protective order or other satisfactory assurance of confidential
treatment for the information required to be so disclosed; and (c) if such
protective order or other remedy is not obtained, or the other party waives such
Person's compliance with the provisions of this Section 8, shall only furnish
that portion of the Confidential Information which is legally required to be so
disclosed. As used herein, "Confidential Information" does not include any
information that: (i) is or becomes generally available to the public other than
as a result of a disclosure by the party receiving the Confidential Information
in violation of this Agreement; (ii) was available to the receiving party on a
non-confidential basis prior to its disclosure by the disclosing party; (iii)
becomes available to the receiving party from a Person other than the disclosing
party or its Affiliates who is not, to the receiving party's knowledge, subject
to any legally binding obligation to keep such information confidential; or (iv)
such party demonstrates is or was independently developed by or on behalf of a
party without the direct or indirect use of any of the other party's
Confidential Information.

                                      -10-
<PAGE>

            9. THIRD PARTY NON-DISCLOSURE AGREEMENTS. To the extent that any
information disclosed under this Agreement requires a specific form of
non-disclosure agreement under the terms of an applicable license agreement for
a Third Party Brand as a condition of its disclosure or use, Buyer shall execute
(and shall cause Buyer's employees to execute, if and to the extent required)
any such form in substantially the same form executed by Saks or Seller (if
required). To the extent Buyer reasonably requires information with respect to a
license agreement for a Third Party Brand, Seller will exercise its rights under
the Saks Private Brands Agreement to require Saks to provide such information,
subject to obtaining any necessary consent from the licensor. Buyer acknowledges
that a licensor may grant or withhold any such consent in its sole discretion.

            10.   LIMITATION OF LIABILITY; DISCLAIMER; INDEMNITY.

            (a) Neither party nor their respective Affiliates shall be liable to
the other party and its Affiliates or any third party for any special,
incidental, consequential (including loss of revenues or profits), exemplary or
punitive damages arising from any claim relating to this Agreement or any of the
Products to be provided hereunder or the performance of or failure to perform
such party's obligations under this Agreement, whether such claim is based on
warranty, contract, tort (including negligence or strict liability) or
otherwise, all of which are hereby excluded by agreement of the parties
regardless of whether or not a party to this Agreement has been advised of the
possibility of such damages. Any of the foregoing categories of damages Seller
is required to pay a third party on account of or attributable to Buyer's
conduct shall be deemed to be direct damages of Seller and not subject to the
previous sentence. SELLER SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS OR NON-INFRINGEMENT.
Seller shall have no liability to Buyer for any breach by Saks of its
obligations under the Private Brands Agreement so long as Seller uses its
commercially reasonable efforts to exercise all rights of Seller under the
Private Brands Agreement in respect of such breach. Notwithstanding the
foregoing, Seller's cumulative aggregate liability to Buyer and its Affiliates
under this Agreement shall not exceed the amount paid by Buyer for the Products
giving rise to the claim unless such claim arises from fraud or willful
misconduct of Seller or its Affiliates. Notwithstanding anything contained
herein to the contrary, the limitations set forth in this Section 10(a) shall
not apply with respect to any breach of Section 8.

            (b) Buyer shall indemnify Seller and its Affiliates against all
Losses attributable to: (i) third party claims arising from or relating to the
activities contemplated by this Agreement to the extent that such Losses arise
from the fraud, gross negligence or willful misconduct of Buyer, any of its
Affiliates or any of their respective employees, officers or directors; and (ii)
product liability claims involving personal injury or property damage arising
out of the use of any Product sold by Buyer at the Stores. With respect to
product liability claims, nothing in the foregoing indemnity shall preclude
Buyer from seeking recourse against the manufacturer of any Product giving rise
to the claim.

            (c) Seller shall indemnify Buyer and each of its Affiliates against
all Losses attributable to any third party claims arising from or relating to
the activities contemplated by this Agreement to the extent that such Losses
arise from the fraud, gross negligence or willful

                                      -11-
<PAGE>

misconduct of Seller, any of its Affiliates or any of their respective
employees, officers or directors.

            (d) All claims for indemnification pursuant to this Section 10 shall
be made in accordance with the procedures set forth in Sections 11.3 and 11.5 of
the Asset Purchase Agreement.

            (e) At its expense, Buyer shall procure and maintain in full force
and effect at all times during which the Products are being sold by Buyer at the
Stores, and for a period of one (1) year thereafter, with responsible insurance
carriers reasonably acceptable to Seller at least Five Million Dollars
($5,000,000) of products liability insurance coverage with respect to its sale
of the Products at the Stores. Such insurance coverage shall name Seller as an
additional insured and shall provide for a minimum of twenty (20) days prior
written notice to Seller in the event that the insurance carrier intends to
cancel or substantially reduce the insurance coverage. Such insurance coverage
may be obtained in conjunction with a policy of product liability insurance
which covers other products manufactured and/or sold by Buyer. Buyer shall also
procure and maintain during the Term of this Agreement and for a period of one
(1) year thereafter, at least the minimum business insurance coverages,
including but not limited to bodily injury, property damage, workers
compensation, business interruption and general liability that are required by
the laws and regulations of any jurisdiction in which Buyer sells the Products.
Upon request, Buyer shall furnish or cause to be furnished to Seller a
certificate(s) of insurance evidencing the maintenance of the insurance
coverages required by this Section 10(e).

            11. RELATIONSHIP OF PARTIES. The contractual relationship between
the parties established under this Agreement is solely that of seller and
purchaser. Except as specifically provided herein, neither party shall: (a) act
or represent or hold itself out as having authority to act as an agent or
partner of the other party; or (b) in any way bind or commit the other party to
any obligations or agreement. Nothing contained in this Agreement shall be
construed as creating a partnership, joint venture, agency, trust, fiduciary
relationship or other association of any kind, each party being individually
responsible only for its obligations as set forth in this Agreement. The
parties' respective rights and obligations hereunder shall be limited to the
contractual rights and obligations expressly set forth herein on the terms and
conditions set forth herein.

            12. FORCE MAJEURE. If Saks or any of its Affiliates or Seller or any
of its Affiliates or any Vendor is prevented from or delayed in complying,
either totally or in part, with any of the terms or provisions of the Saks
Private Brands Agreement or this Agreement by reason of fire, flood, storm,
strike, walkout, lockout or other labor trouble or shortage, delays by
unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or
components, any law, order, proclamation, regulation, ordinance, demand, seizure
or requirement of any governmental authority, riot, civil commotion, war,
rebellion, acts of terrorism, nuclear accident or other causes beyond the
reasonable control of any such Person or other acts of God, or acts, omissions
or delays in acting by any governmental or military authority or Buyer, then
upon notice to Buyer, the affected provisions and/or other requirements of this
Agreement shall be suspended during the period of such disability and Seller
shall have no liability to Buyer, its Affiliates or any other Person in
connection therewith. Seller and Buyer shall make commercially reasonable
efforts to remove such disability within thirty (30) days after giving notice of
such disability; provided,

                                      -12-
<PAGE>

however, that nothing in this Section 12 will be construed to require the
settlement of any strike, walkout, lockout or other labor dispute on terms
which, in the reasonable judgment of Seller, are contrary to its interest or
require that Seller take any action against Saks. It is understood that the
settlement of a strike, walkout, lockout or other labor dispute or a dispute
with Saks under the Saks Private Brands Agreement will be entirely within the
discretion of Seller.

            13. NOTICES. All notices or other communications required or
permitted hereunder shall be in writing and shall be delivered personally, by
facsimile or sent by private courier or by registered or certified mail, and
shall be deemed given when so delivered personally, by facsimile or by private
courier or, if mailed, two business days after the mailing, as follows:

            If to Seller, to:

                     Belk, Inc.
                     2801 West Tyvola Road
                     Charlotte, NC 28217
                     Facsimile: (704)357-1883
                     Attention: General Counsel

            with a copy to:

                     King & Spalding
                     1180 Peachtree Street
                     Atlanta, GA 30309
                     Facsimile: (404) 572-5132
                     Attention: John D. Capers, Jr.

            If to Buyer, to:

                     The Bon-Ton Stores, Inc.
                     2801 East Market Street
                     York, Pennsylvania 17402
                     Facsimile: (717) 751-3008
                     Attention: Vice President and General Counsel

            with a copy to:

                     Wolf, Block, Schorr and Solis-Cohen LLP
                     1650 Arch Street, 22nd Floor
                     Philadelphia, Pennsylvania 19103
                     Facsimile: (215) 977-2334
                     Attention: Henry Miller, Esq.

or to such other address as such party may indicate by a notice delivered to the
other party hereto.

            14. SUCCESSORS AND ASSIGNS. The rights under this Agreement shall
not be assignable by Buyer and the duties shall not be delegated by Buyer
without the prior written

                                      -13-
<PAGE>

consent of Seller, such consent not to be unreasonably withheld or delayed;
provided, however, that Buyer may assign its rights under this Agreement to any
direct or indirect wholly owned subsidiary of Buyer provided that no such
assignment shall relieve Buyer of any of its obligations hereunder. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and permitted assigns. Except for the rights afforded
owners or licensors of Third Party Brands expressly set forth herein, nothing in
this Agreement, expressed or implied, is intended or shall be construed to
confer upon any Person other than the parties and successors and assigns
permitted by this Section 14 any right, remedy or claim under or by reason of
this Agreement. Without limiting the generality of foregoing, Buyer acknowledges
that except as set forth herein this Agreement does not confer upon Buyer any
rights under the Saks Private Brands Agreement and that under no circumstances
will Buyer have any right to make any claim against Saks or otherwise to
communicate with Saks with respect to the transactions contemplated by this
Agreement except through Seller as specifically provided in this Agreement.

            15. ENTIRE AGREEMENT; AMENDMENTS. This Agreement and the Exhibits
attached hereto and the other documents delivered pursuant hereto contain the
entire understanding of the parties hereto with regard to the subject matter
contained herein or therein, and supersede all other prior representations,
warranties, agreements, understandings or letters of intent between or among any
of the parties hereto (it being understood, however, that the Asset Purchase
Agreement and agreements contemplated thereby set forth certain additional
understandings between Seller and Buyer regarding the relationship between
Seller and Buyer after the Effective Time). This Agreement shall not be amended,
modified or supplemented except by a written instrument signed by an authorized
representative of the parties hereto.

            16. PARTIAL INVALIDITY. Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the
extent, of such invalidity, illegality or unenforceability without invalidating
the remainder of such invalid, illegal or unenforceable provision or provisions
or any other provisions hereof, unless such a construction would be
unreasonable.

            17. WAIVERS. Any term or provision of this Agreement may be waived,
or the time for its performance may be extended, by the party or parties
entitled to the benefit thereof. Any such waiver shall be validly and
sufficiently authorized for the purposes of this Agreement if, as to any party,
it is authorized in writing by an authorized representative of such party. The
failure of any party hereto to enforce at any time any provision of this
Agreement shall not be construed to be a waiver of such provision, nor in any
way to affect the validity of this Agreement or any part hereof or the right of
any party thereafter to enforce each and every such provision. No waiver of any
breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.

            18. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be considered an original instrument, but all
of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
hereto and delivered to Seller and Buyer.

                                      -14-
<PAGE>

            19. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York without giving
effect to the principles of conflicts of law thereof except Section 5-1401 of
the New York General Obligations Law.

            20. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

            21. INTERPRETATION. Capitalized terms used in this Agreement and not
otherwise defined herein have the meanings given to such terms in the Asset
Purchase Agreement. For purposes of this Agreement: (a) the words "include,"
"includes" and "including" shall be deemed to be followed by the words "without
limitation"; (b) the word "or" is not exclusive; and (c) the words "herein,"
"hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole.
Unless the context otherwise requires, references herein (i) to Sections mean
the Sections of this Agreement and (ii) to an agreement, instrument or other
document means such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted by the
provisions thereof and by this Agreement. Headings of Sections are inserted for
convenience of reference only and shall not be deemed a part of or to affect the
meaning or interpretation of this Agreement. This Agreement shall be construed
without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any
instrument to be drafted.

            22. EXHIBITS AND SCHEDULES. Exhibits A and B shall be construed with
and as an integral part of this Agreement to the same extent as if it was set
forth verbatim herein.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                      -15-
<PAGE>

            IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be duly executed, ail as of the Effective Time.

                                BELK, INC.

                                By: /s/ Ralph A. Pitts
                                    -------------------------------------
                                      Name: Ralph A. Pitts
                                      Title: Executive Vice President and
                                             General Counsel

                                THE BON-TON STORES, INC.

                                By:
                                    -------------------------------------
                                      Name:
                                      Title:

                                 SIGNATURE PAGE
                                       TO
                            PRIVATE BRANDS AGREEMENT

<PAGE>

            IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be duly executed, all as of the Effective Time.

                                BELK, INC.

                                By:
                                    --------------------------------------
                                      Name:
                                      Title:

                                THE BON-TON DEPARTMENT STORES, INC.

                                By: /s/ Keith E. Plowman
                                    --------------------------------------
                                      Name: Keith E. Plowman
                                      Title: Executive Vice President and Chief
                                             Financial Officer

                                 SIGNATURE PAGE
                                       TO
                            PRIVATE BRANDS AGREEMENTS