Exhibit 10.13.1

                               AMENDMENT NO. 2 TO
                         EMPLOYMENT SEVERANCE AGREEMENT

         This Amendment No. 2 (the "Amendment") to that certain Employment
Severance Agreement dated July 22, 1999 by and between Cost Plus, Inc., a
California corporation (the "Company"), and Gary Weatherford (the "Executive"),
as amended on March 29, 2001 (as amended, the "Employment Agreement"), is
entered into this 1st day of March, 2002 by and between the Company and the
Executive.

                                    RECITALS

         WHEREAS, the parties hereto desire to amend certain provisions of the
Employment Agreement as provided herein;

         NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties agree as follows:

         1. Amendment to Sections 3(a) and 3(b). Sections 3(a) and 3(b) of the
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Employment Agreement are hereby amended to read in their entirety as follows:

                  "3.      Severance Benefits.
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                         (a) Benefits upon Termination. Except as provided in
                             -------------------------
                    Section 3(b), if the Executive's employment terminates as a
                    result of Involuntary Termination prior to June 15, 2003 and
                    the Executive signs a Release of Claims, then the Company
                    shall pay Executive's Base Compensation to the Executive for
                    twelve (12) months from the Termination Date with each
                    monthly installment payable on the last day of such month.
                    Executive shall not be entitled to receive any payments if
                    Executive voluntarily terminates employment other than as a
                    result of an Involuntary Termination.

                         (b) Benefits upon Termination After a Change of
                             -------------------------------------------
                    Control. If after a Change of Control the Executive's
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                    employment terminates as a result of Involuntary Termination
                    prior to June 15, 2003 and the Executive signs a Release of
                    Claims, then the Company shall pay Executive's Base
                    Compensation to the Executive for eighteen (18) months from
                    the Termination Date with each monthly installment payable
                    on the last day of such month. Executive shall not be
                    entitled to receive any payments if Executive voluntarily
                    terminates employment other than as a result of an
                    Involuntary Termination."

         2. Counterparts. This Amendment may be signed in any number of
            ------------
counterparts, all of which counterparts, taken together, shall constitute one
and the same instrument.

         3. Governing Law. This Amendment and the rights and obligations of the
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parties hereto shall be governed by, and constructed and interpreted in
accordance with, the law of the State of California.



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                              COMPANY:

                              COST PLUS, INC.,
                              a California corporation


                              By: /s/ Murray Dashe
                              --------------------------------------------------
                              Name: Murray Dashe

                              Title:  Chief Executive Officer and President

                              EXECUTIVE:

                              /s/ Gary Weatherford
                              --------------------------------------------------
                              Gary Weatherford







                               [SIGNATURE PAGE TO
                        COST PLUS, INC./GARY WEATHERFORD
               AMENDMENT NO. 2 TO EMPLOYMENT SEVERANCE AGREEMENT]