Exhibit 10.4

Jerry  DeBoer  was  hired by the  Company  pursuant  to an offer  letter,  dated
November 20, 2000,  which letter is attached as Exhibit  10.20 to the  Company's
Annual  Report on  Form10-K  for the year  ended  February  3,  2001.  Effective
February 27, 2005, Mr. DeBoer's annual base salary shall be $230,000.00.




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