[LOGO] Bank of America                                              EXHIBIT 10.1
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                                                          Amendment to Documents

                  AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENT

   This Amendment No. 1 (the "Amendment") dated as of March 12, 1999 is between
Bank of America National Trust and Savings Association (the "Bank") and Cost
Plus, Inc. (the "Borrower").

                                   RECITALS
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   A. The Bank and the Borrower entered into a certain Business Loan Agreement
dated as of October 12, 1998 (the "Agreement").

   B. The Bank and the Borrower desire to amend the Agreement.

                                   AGREEMENT
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   1. Definitions. Capitalized terms used but not defined in this Amendment
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shall have the meaning given to them in the Agreement.

   2. Amendments. The Agreement is hereby amended as follows:
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      2.1 Paragraph 5.4 of the Agreement is amended to read in its entirety as
follows:

          5.4 Direct Debit (Pre-Billing).

          (a)  The Borrower agrees that the Bank will debit the Borrower's
               deposit account number or such other of the Borrower's accounts
               with the Bank as designated in writing by the Borrower (the
               "Designated Account")on the date each payment of interest and any
               fees from the Borrower becomes due (the "Due Date"). If the Due
               Date is not a banking day, the Designated Account will be debited
               on the next banking day.

          (b)  Approximately 5 days prior to each Due Date, the Bank will mail
               to the Borrower a statement of the amounts that will be due on
               that Due Date (the "Billed Amount"). The calculation will be made
               on the assumption that no new extensions of credit or payments
               will be made between the date of the billing statement and the
               Due Date, and that there will be no changes in the applicable
               interest rate.

          (c)  The Bank will debit the Designated Account for the Billed Amount,
               regardless of the actual amount due on that date (the "Accrued
               Amount"). If the Billed Amount debited to the Designated Account
               differs from the Accrued Amount, the discrepancy will be treated
               as follows:

               (i)  If the Billed Amount is less than the Accrued Amount, the
                    Billed Amount for the following Due Date will be increased
                    by the amount of the discrepancy. The Borrower will not be
                    in default by reason of any such discrepancy.

               (ii) If the Billed Amount is more than the Accrued Amount, the
                    Billed Amount for the following Due Date will be decreased
                    by the amount of the discrepancy.

               Regardless of any such discrepancy, interest will continue to
               accrue based on the actual amount of principal outstanding
               without compounding. The Bank will not pay the Borrower interest
               on any overpayment.

          (d)  The Borrower will maintain sufficient funds in the Designated
               Account to cover each debit. If there are insufficient funds in
               the Designated Account on the date the Bank enters any debit
               authorized by this Agreement, the debit will be reversed.

   3. Representations and Warranties. When the Borrower signs this Amendment,
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the Borrower represents and warrants to the Bank that: (a) there is no event
which is, or with notice or lapse of time or both would be, a default under the
Agreement except those events, if any, that have been disclosed in writing to
the Bank or waived in writing by the Bank, (b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made
on the date of this Amendment, (c) this Amendment is within the Borrower's
powers, has been duly authorized, and does not conflict with any of the
Borrower's organizational papers, and (d) this Amendment does not conflict with
any law, agreement, or obligation by which the Borrower is bound.

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   4. Effect of Amendment. Except as provided in this Amendment, all of the
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terms and conditions of the Agreement shall remain in full force and effect.

   5. Counterparts. This Amendment may be executed in counterparts, each of
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which when so executed shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.

   This Amendment is executed as of the date stated at the beginning of this
Amendment.


Bank of America                              Cost Plus, Inc.
National Trust and Savings Association

                                             X   /s/ M. R. Carden
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X   /s/ Peter M. Gould                       By:  Malcolm R. Carden
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By: Peter M. Gould, Vice President           Treasurer


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