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                                                                 EXHIBIT 10.12.1

                               AMENDMENT NO. 3 TO
                         EMPLOYMENT SEVERANCE AGREEMENT

     This Amendment No. 3 (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 and 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 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 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 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
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/ Gary D. Weatherford
                                          --------------------------------------
                                          Gary Weatherford



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