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                                                                 EXHIBIT 10.15.1

                               AMENDMENT NO. 2 TO
               AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENT

     This Amendment No. 2 (the "Amendment") to that certain Amended and Restated
Employment Severance Agreement dated March 29, 2001 by and between Cost Plus,
Inc., a California corporation (the "Company"), and Stephen Higgins (the
"Executive"), as amended March 1, 2002 (as amended, the "Employment Agreement")
is entered into this 25 day of March, 2003 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
Employment Agreement are hereby amended to read in their entirety as follows:

          "3.  Severance Benefits.

          (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, 2004 and the Executive signs a Release
          of Claims, then the Company shall pay Executive's Base Compensation to
          the Executive for six (6) 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 employment terminates as a result of
          Involuntary Termination prior to June 15, 2004 and the Executive signs
          a Release of Claims, then the Company shall pay Executive's Base
          Compensation to the Executive for nine (9) 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
parties hereto shall be governed by, and constructed and interpreted in
accordance with, the law of the State of California.

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     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/ M. Dashe
                                                   -----------------------------
                                                Name: Murray Dashe
                                                Title: CEO


                                                EXECUTIVE:

                                                /s/ Stephen L. Higgins
                                                --------------------------------
                                                Stephen Higgins


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

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