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                                                                    EXHIBIT 10.8

                               FIRST AMENDMENT TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This First Amendment to the Employment Agreement (as defined below),
made and entered into as of February 1, 1998, by and between Mazel Stores, Inc.,
an Ohio corporation (the "Company"), and Sue Atkinson ("Employee"), is to
evidence the following agreements and understandings:

                                   WITNESSETH

         WHEREAS, Employee entered into an Amended and Restated Employment
Agreement with the Company and Mazel Company L.P., a Delaware Partnership dated
as of September 30, 1996 (the "Employment Agreement"); and

         WHEREAS, the parties hereto have agreed to amend the Employment
Agreement in the manner set forth below.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt, adequacy and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:

1. TERM. Section 1 of the Employment Agreement is hereby amended to provide that
the initial term of the Employment Agreement shall expire on January 30, 2000.

2. ANNUAL SALARY. Section 3.1 is amended to provide that the Annual Salary for
the fiscal year commencing February 1, 1998, shall be One Hundred Eighty Six
Thousand Seven Hundred and Sixty-Nine Dollars ($186,769) and the Annual Salary
for the fiscal year commencing January 31, 1999 shall be increased to Two
Hundred Thousand Dollars ($200,000). Commencing on the first day of each fiscal
year thereafter, the Annual Salary shall increase by an amount equal to the
product of $200,000 multiplied by the percentage, if any, by which the Consumer
Price Index (all items less Shelter), Urban Wage Earners and Clerical Workers,
for the North Central Region/Populations Size B, published by the United States
Government for the month preceding such date exceed such index for the
comparable month in the preceding year.

3. AUTOMOBILE. Section 3.5 of the Employment Agreement is amended by adding the
following sentence: During the Term, Employee shall be entitled to usage of an
automobile of her choice, which shall be leased by the Company or Employee,
provided that the monthly lease payments thereon do not exceed Five Hundred
Dollars ($500) per month and the



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Company shall be responsible for the insurance, gasoline and maintenance
required for such automobile.

4. ENTIRE AGREEMENT. Except as expressly provided in the Amendment, the terms
and conditions of the Employment Agreement are and shall remain in full force
and effect.

5. COUNTERPARTS. Counterparts to this Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such documents together shall constitute one and
the same instrument. Each counterpart may consist of two copies hereof, each
signed by one of the parties.

         IN WITNESS WHEREOF, the parties hereto have signed their names as of
the day and year first written above.

                                       MAZEL STORES, INC.

                                       By:    /S/ REUVEN DESSLER
                                          ----------------------------------
                                              Reuven Dessler, Chairman, CEO

                                       By:    /S/ SUE ATKINSON
                                          ----------------------------------
                                              Sue Atkinson