1
                                                                   EXHIBIT 10.23




January 13, 1997




__________________________
__________________________
Mac Frugal's Bargains o Close-outs Inc.
2430 East Del Amo Boulevard
Dominguez, CA 90220


Dear ___:

At our last board meeting, we approved an additional long-term cash incentive
over and above the annual cash incentive program.

Conditions of this additional incentive are as follows:

1.       If for the three fiscal years ending January, 2000, the combined
         reported earnings per share total $___, you will receive an additional
         one year of your then base salary, payable in April, 2000.

2.       To receive this bonus, you must hold an officer position for the three
         applicable years.

3.       If you leave the company or are terminated, there will be no pro-rata
         payment.

4.       If there is a change of control whereby one stockholder acquires
         greater than 50% of the outstanding stock, you will receive a pro-rata
         payment.  This pro-rata payment will be your then base salary
         multiplied by months into the three year program at time of change of
         control divided by 36.  Payment will be made within one month of
         change of control taking place.

5.       Please countersign this letter and return it to Ariane
   2
Gipson.


Good luck!



_____________________________                          ________________________
Peter S. Willmott                                      Officer
Chairman of the Board