STOCK PURCHASE AGREEMENT





     This Stock Purchase Agreement (this "AGREEMENT") is made and entered into

as of the 28th day of December, 2000, by and among 99(cent)Only Stores, a

California corporation ("STOCKHOLDER"), Universal Deals, Inc., a California

corporation ("DEALS"), Universal Odd's-N-End's, Inc., a California corporation

("UNIVERSAL ONE," and with Deals, "BUYERS"), Universal International, Inc., a

Minnesota corporation ("UNIVERSAL"), and Odd's-N-End's, Inc., a Delaware

corporation ("ODD'S-N-END'S," and with Universal, the "COMPANIES," and with

Stockholder, the "SELLERS"), on the following terms and conditions:



                                 R E C I T A L S



     WHEREAS, the authorized capital stock of Universal consists of 1,000 shares

of Common Stock, no par value per share, of which 1,000 shares of Common Stock

are issued and outstanding;



     WHEREAS, the authorized capital stock of Odd's-N-End's consists of 1,000

shares of Common Stock, $0.10 par value per share, of which 1,000 shares of

common stock are issued and outstanding;



     WHEREAS, Stockholder owns, in the aggregate, beneficially and of record,

1,000 shares of Universal Common Stock and 1,000 shares of Odd's-N-End's Common

Stock, which represent 100% of the total issued and outstanding shares of common

stock of Universal and Odd's-N-End's;



     WHEREAS, subject to the terms and conditions set forth in this Agreement,

Deals desires to purchase and acquire from Stockholder, and Stockholder desires

to sell and transfer to Deals (the "UNIVERSAL ACQUISITION"), all 1,000 shares of

Universal Common Stock owned by Stockholder, (the "UNIVERSAL SHARES"); and



     WHEREAS, subject to the terms and conditions set forth in this Agreement,

Universal ONE desires to purchase and acquire from Stockholder, and Stockholder

desires to sell and transfer to Universal ONE (the "ONE ACQUISITION," and with

the Universal Acquisition, the "ACQUISITION"), all 1,000 shares of Odd's-N-End's

Common Stock owned by Stockholder, (the "ONE SHARES," and with the Universal

Shares, the "SHARES").



     NOW, THEREFORE, in consideration of the premises and the mutual promises

herein made, and in consideration of the representations, warranties and

covenants herein contained, the parties hereby agree as follows:



     1. PURCHASE AND SALE OF SHARES.



         1.1 On the terms and subject to the conditions set forth in this

Agreement, at the Closing (as defined below), Stockholder agrees to sell,

transfer and deliver to Buyers, and Buyers agree to purchase and acquire from

Stockholder, the Shares, free and clear of any mortgage, lien, security

interest, charge, hypothecation, pledge, adverse claim, encumbrance or

restriction of any kind or nature whatsoever ("LIEN"). Immediately following the

consummation of the transactions contemplated





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hereby, and effective as of September 30, 2000 (the "EFFECTIVE DATE"), Deals and

Universal ONE will own beneficially and of record 100% of the issued and

outstanding shares of common stock of Universal and Odd's-N-End's, respectively.



         1.2 The Shares shall be purchased by Buyers from Stockholder for an

aggregate purchase price of $33,909,445 (the "PURCHASE PRICE"), in cash payable

to Stockholder as follows: (i) $5,000,000, which was delivered to Stockholder

upon the execution of that certain Letter of Intent, dated as of November 8,

2000, as amended; and (ii) $28,909,445 to be paid to Stockholder on the Closing

Date (as defined below) by delivery of cashiers check or by wire transfer.



     2. THE CLOSING. The closing (the "Closing") of the purchase and sale of the

Shares shall take place at 10:00 a.m. (Pacific Standard Time) on December 28,

2000, or on such other date or at such other time as the parties hereto agree

but in no event later than December 29, 2000 (the "Closing Date"). The Closing

shall take place at the offices of Sellers' counsel via facsimile, with hard

copy originals of executed closing documents to be exchanged via overnight mail

or other method as agreed to by the parties.



     3. DELIVERIES AT THE CLOSING. At the Closing, (i) Stockholder shall deliver

to Buyers the various certificates, instruments and documents referred to in

SECTION 7 below, (ii) Buyers shall deliver to Stockholder the various

instruments and documents referred to in SECTION 8 below, (iii) Stockholder

shall deliver to Buyers stock certificates representing the Shares to be sold

hereunder (or lost certificate affidavits therefore) duly endorsed in blank or

accompanied by duly executed assignment documents, and (iv) Buyers shall pay to

Stockholder that portion of the Purchase Price due at Closing as set forth in

SECTION 1.2 above.



     4. REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND STOCKHOLDER.



         4.1 THE COMPANIES AND STOCKHOLDER. The Companies and Stockholder

jointly and severally represent and warrant to Buyers as follows except as set

forth in the disclosure schedule attached hereto (the "DISCLOSURE SCHEDULE"):



         4.1.1 ORGANIZATION, STANDING AND CORPORATE POWER. Universal and

Odd's-N-End's are corporations duly organized, validly existing and in corporate

and tax good standing under the laws of the States of Minnesota and Delaware,

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