INDEMNIFICATION AGREEMENT

Exhibit 10.2

AGREEMENT

This Agreement is entered into between David Gold and 99¢ Only Stores (the "Company") to set forth in writing certain prior agreements between them.

With respect to each guaranty (collectively, the "Guaranties") entered into by the Company on behalf of any entity acquired in December 2000 by Universal Deals, Inc. and Universal Odd's-n-End's, Inc., David Gold has agreed, and hereby confirms his agreement, to indemnify and hold harmless the Company and each of its subsidiaries, successors and assigns from any liabilities, losses, penalties, damages, costs and expenses (including reasonable attorneys fees) suffered or incurred by any of them in perform