AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT AND LICENSE

AMENDMENT NO. 4 TO

MANAGEMENT AGREEMENT AND LICENSE

This Amendment No. 4 to Management Agreement and License is made as of October 13, 2006 by and among Jara Enterprises, Inc., a New York corporation (“Jara”), Jennifer Convertibles, Inc., a Delaware Corporation (“JCI”) and Jennifer Acquisition Corp., a Delaware Corporation (“JAC”), a wholly owned subsidiary of JCI.

RECITALS

Reference is made to that certain Management Agreement and License, executed as of July 6, 2001 between Jara, Fred Love, the sole shareholder of Jara, JCI and JAC, as amended by Amendment No. 1 to Management and Agreement and License, dated as of April 30, 2002 and as further amended by Amendment No. 2 to Management and Agreement and License, dated as of July 10, 2003 (the "Agreement") and Amendment No. 3, dated as of November 18, 2004.

The parties to the Agreement desire to amend the Agreement as set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

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