Exhibit 10.28
                       First Amendment to Lease Agreement


This First Amendment to Lease Agreement (the "Amendment") is made and entered
into as of November 21, 2001, by and between AMB PARTNERS II, L.P., a Delaware
limited partnership ("Landlord"), and COST-U-LESS, INC., a Washington
corporation ("Tenant"), with reference to the following facts.


                                    Recitals

A. AMB PROPERTY, L.P., a Delaware Limited Partnership (hereinafter "Original
Landlord") and Tenant have entered into that certain Lease Agreement dated as of
November 12, 1999 (hereinafter the "Lease") for the leasing of certain premises
consisting of approximately 81,225 rentable square feet located at 2055
Burroughs Avenue, San Leandro, California (hereinafter the "Original Premises")
as such Original Premises are more fully described in the Lease.

B. In connection with the transfer by Original Landlord to AMB PARTNERS II,
L.P., a Delaware limited partnership (hereinafter "Landlord") of certain real
property of which the Original Premises is a part, Original Landlord transferred
all of its rights, title and interest in, to and under the Lease to Landlord and
Landlord assumed the obligations of Original Landlord under the Lease.

C. Landlord and Tenant now wish to amend the Lease to provide for, among other
things, the reduction of the Original Premises by approximately 25,000 rentable
square feet, plus the portion of the Yard Area adjacent to the Surrendered
Premises, as hereinafter defined, located at 2055 Burroughs Avenue, Unit B, San
Leandro, California (the "Surrendered Premises"). The Surrendered Premises is
depicted on the site plan attached hereto and made a part hereof as Exhibit A-1,
all upon and subject to each of the terms, conditions, and provisions set forth
herein.


NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Landlord and Tenant agree as follows:

     1. Recitals: Landlord and Tenant agree that the above recitals are true and
correct and are hereby incorporated herein as though set forth in full.

     2. Premises:

          2.1 Effective February 1, 2002 (the "SP Commencement Date"), the
remaining Premises shall consist of approximately 56,225 rentable square feet,
plus the portion of the Yard Area adjacent to the Remaining Premises, as
hereinafter defined, located at 2055 Burroughs Avenue, Unit B, San Leandro,
California (hereinafter, the "Remaining Premises").

          2.2 Accordingly, from and after the SP Commencement Date, all
references in this Amendment and in the Lease to the term "Premises" shall mean
and refer to the Remaining Premises. Landlord and Tenant hereby agree that for
purposes of the Lease, from and after the SP Commencement Date, the rentable
square footage area of the Remaining Premises shall be conclusively deemed to be
approximately 56,225 rentable square feet. In addition to the foregoing, it is
the parties express intention that the Term of the Lease shall remain as
specified in the Lease.

          2.3 Tenant acknowledges that, prior to the SP Commencement Date,
Landlord will: a) upgrade the fire protection system in the Surrendered
Premises, and b) separate the electrical service and construct a full-height
wall in order to demise the Surrendered Premises from the Remaining Premises
(collectively, the "Improvements"). Tenant agrees to fully cooperate with
Landlord and its agents to facilitate the completion of the Improvements, and
Tenant's obligation to pay Rent on the Original Premises shall continue until
the actual SP Commencement Date.

     3. Base Rent: The Lease is hereby modified to provide that from and after
the SP Commencement Date, the monthly Base Rent payable by Tenant to Landlord,
in accordance with the provisions of Section 1.4 of the Lease shall be as
follows:

          ======================================================================
          Period                                       Monthly Base Rent
          ======================================================================
          February 1, 2002 - January 31, 2003         $22,480.00 ($.3998/sf)
          ----------------------------------------------------------------------
          February 1, 2003 - January 31, 2004         $23,042.00 ($.4098/sf)
          ----------------------------------------------------------------------
          February 1, 2004 - January 31, 2005         $23,604.00 ($.4198/sf)
          ----------------------------------------------------------------------
          February 1, 2005 - January 31, 2006         $24,167.00 ($.4298/sf)
          ----------------------------------------------------------------------
          February 1, 2006 - January 31, 2007         $24,729.00 ($.4398/sf)
          ======================================================================


     4. Condition of the Surrendered Premises: Subject to the provisions of
Section 2 above, on the SP Commencement Date, Tenant shall deliver to Landlord
possession of the Surrendered Premises in broom clean condition, in good repair
and with all doors and electrical systems functioning and in good condition.

     5. Tenant's Share of Operating Expenses: As of the SP Commencement Date,
the Lease shall be modified to provide that Tenant's Share of Operating Expenses
(as defined in the Basic Lease Information and Section 1.5 of the Lease) shall
be decreased to 46.38%.

     6. Conditions as to the Validity of this Amendment: The validity of this
Amendment is wholly conditioned upon Landlord's receipt of a fully executed
Lease Agreement by and between the Landlord and Calstar Installations, Inc., a
California subchapter S corporation, dated November 21, 2001 for the Surrendered
Premises.

     7. Yard Area: As of the SP Commencement Date, the Lease shall be modified
to provide that Tenant's Yard Area shall be decreased to the area adjacent to
the Remaining Premises as shown on Exhibit A-1 hereto.


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     8. Brokers: Tenant warrants that it has had no dealings with any real
estate broker or agent in connection with the negotiation of this Amendment. If
Tenant has dealt with any person, real estate broker or agent with respect to
this Amendment, Tenant shall be solely responsible for the payment of any fee
due to said person or firm, and Tenant shall indemnify, defend and hold Landlord
free and harmless against any claims, judgments, damages, costs, expenses, and
liabilities with respect thereto, including attorneys' fees and costs.

     9. Effect of Amendment: Except as modified herein, the terms and conditions
of the Lease shall remain unmodified and continue in full force and effect. In
the event of any conflict between the terms and conditions of the Lease and this
Amendment, the terms and conditions of this Amendment shall prevail.

     10. Definitions: Unless otherwise defined in this Amendment, all terms not
defined in this Amendment shall have the meanings assigned to such terms in the
Lease.

     11. Authority: Subject to the provisions of the Lease, this Amendment shall
be binding upon and inure to the benefit of the parties hereto, their respective
heirs, legal representatives, successors and assigns. Each party hereto and the
persons signing below warrant that the person signing below on such party's
behalf is authorized to do so and to bind such party to the terms of this
Amendment.

     12. Incorporation: The terms and provisions of the Lease are hereby
incorporated in this Amendment.


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and
year first above written.

Tenant:

COST-U-LESS, INC.,
a Washington corporation

By:      /s/ J. Jeffrey Meder

Its:     President

Date:    November 27, 2001


By:
         --------------------------------------------

Its:
         --------------------------------------------

Date:
         --------------------------------------------

Landlord:

AMB PARTNERS II, L.P.,
a Delaware limited partnership

By:      AMB PROPERTY, L.P.,
         a Delaware limited partnership,
Its:     General Partner

         By:      AMB PROPERTY CORPORATION,
                  a Maryland corporation,
         Its:     General Partner

                  By:      /s/ Daniel L. Anderson
                           ----------------------
                           Daniel L. Anderson

                  Its:     Vice President

Date:    11/30/01


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                                   EXHIBIT A-1


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