FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT

     This Amendment, dated as of October 17, 2003, is made by and among
COST-U-LESS, INC., a Washington corporation ("CUL" or a "Borrower"), CULGUAM,
INC., a Guam corporation ("GUAM" or a "Borrower"), CULNEV, INC., a Nevada
corporation ("NEV" or a "Borrower"), CULUSVI, INC., a U.S. Virgin Islands
corporation ("USVI" or a "Borrower", and together with CUL, GUAM and NEV, the
"Borrowers") and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the
"Lender").

                                    RECITALS

     Each Borrower and the Lender are parties to a Credit and Security Agreement
dated as of April 9, 2003 (the "Credit Agreement"). Capitalized terms used in
these recitals have the meanings given to them in the Credit Agreement unless
otherwise specified.

     Each Borrower has requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:

     1.   DEFINED TERMS. Capitalized terms used in this Amendment which are
defined in the Credit Agreement shall have the same meanings as defined therein,
unless otherwise defined herein.

     2.   Section 6.2(c) of the Credit Agreement is hereby amended to read in
its entirety as follows:

     "(c) CAPITAL EXPENDITURES. The Borrower will not incur or contract to incur
     aggregate Capital Expenditures of more than $2,000,000 during the
     Borrower's fiscal year ending December 28, 2003 and zero thereafter until
     the Borrower and the Lender agree on Financial Covenants for periods after
     December 28, 2003."

     3.   NO OTHER CHANGES. Except as explicitly amended by this Amendment, all
of the terms and conditions of the Credit Agreement shall remain in full force
and effect and shall apply to any advance or letter of credit thereunder.

     4.   ACCOMMODATION FEE. The Borrowers shall pay the Lender as of the date
hereof a fully earned, non-refundable accommodation fee in the amount of $2,500
in consideration of the Lender's execution and delivery of this Amendment.

     5.   CONSENT. The Lender hereby consents to the execution by Cost-U-Less,
Inc. of a Master Lease, a copy of which was provided to the Lender prior to the
date hereof, and to the filing by Trimarc Financial, Inc. of UCC-1 financing
statements stating that Trimarc Financial, Inc. is a lessor and describing the
collateral as a list of specific equipment only, and Schedules

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6.3 and 6.4 to the Credit Agreement are hereby deemed to be amended to include
such lease and Lien.

     6.   CONDITIONS PRECEDENT. This Amendment shall be effective when the
Lender shall have received an executed original hereof, together with the
payment of the fee described in Paragraph 4 and such other matters as the Lender
may require.

     7.   REPRESENTATIONS AND WARRANTIES. Each Borrower hereby represents and
warrants to the Lender as follows:

          (a) Each Borrower has all requisite power and authority to execute
this Amendment and to perform all of its obligations hereunder, and this
Amendment has been duly executed and delivered by each Borrower and constitutes
the legal, valid and binding obligation of each Borrower, enforceable in
accordance with its terms.

          (b) The execution, delivery and performance by each Borrower of this
Amendment have been duly authorized by all necessary corporate action and do not
(i) require any authorization, consent or approval by any governmental
department, commission, board, bureau, agency or instrumentality, domestic or
foreign, (ii) violate any provision of any law, rule or regulation or of any
order, writ, injunction or decree presently in effect, having applicability to
any Borrower, or the articles of incorporation or by-laws of any Borrower, or
(iii) result in a breach of or constitute a default under any indenture or loan
or credit agreement or any other agreement, lease or instrument to which any
Borrower is a party or by which it or its properties may be bound or affected.

          (c) All of the representations and warranties contained in Article V
of the Credit Agreement are correct on and as of the date hereof as though made
on and as of such date, except to the extent that such representations and
warranties relate solely to an earlier date.

     8.   REFERENCES. All references in the Credit Agreement to "this Agreement"
shall be deemed to refer to the Credit Agreement as amended hereby; and any and
all references in the Security Documents to the Credit Agreement shall be deemed
to refer to the Credit Agreement as amended hereby.

     9. NO WAIVER. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement or breach, default or event of
default under any Security Document or other document held by the Lender,
whether or not known to the Lender and whether or not existing on the date of
this Amendment.

     10. RELEASE. Each Borrower hereby absolutely and unconditionally releases
and forever discharges the Lender, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers,
indemnitors, successors and assigns thereof, together with all of the present
and former directors, officers, agents and employees of any of the foregoing,
from any and all claims, demands or causes of action of any kind, nature or
description, whether arising in law or equity or upon contract or tort or under
any state or federal law or otherwise, which such Borrower has had, now has or
has made claim to have against any such person for or by reason of any act,
omission, matter, cause or thing whatsoever

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arising from the beginning of time to and including the date of this Amendment,
whether such claims, demands and causes of action are matured or unmatured or
known or unknown.

     11. COSTS AND EXPENSES. Each Borrower hereby reaffirms its agreement under
the Credit Agreement to pay or reimburse the Lender on demand for all costs and
expenses incurred by the Lender in connection with the Loan Documents, including
without limitation all reasonable fees and disbursements of legal counsel.
Without limiting the generality of the foregoing, each Borrower specifically
agrees to pay all fees and disbursements of counsel to the Lender for the
services performed by such counsel in connection with the preparation of this
Amendment and the documents and instruments incidental hereto. Each Borrower
hereby agrees that the Lender may, at any time or from time to time in its sole
discretion and without further authorization by any Borrower, make a loan to any
Borrower under the Credit Agreement, or apply the proceeds of any loan, for the
purpose of paying any such fees, disbursements, costs and expenses and the fee
required under Paragraph 4 hereof.

     12. JOINT AND SEVERAL LIABILITY. All obligations of each Borrower under
this Amendment shall be joint and several. All references to the term "Borrower"
herein shall refer to each of them separately and to all of them jointly and all
such Persons shall be bound both severally and jointly with the other. Each
Borrower is responsible for all of the Borrower obligations under this
Amendment. Notices from the Lender to any Borrower shall constitute notice to
all Borrowers. Directions, instructions, representations, warranties or
covenants made by any Borrower to the Lender shall be binding on all Borrowers.

     13.  MISCELLANEOUS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.

                     [THIS SPACE INTENTIONALLY LEFT BLANK.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first written above.

WELLS FARGO BUSINESS CREDIT, INC.           COST-U-LESS, INC.

By: /s/ Robb L. Jacobs                      By: /s/ Martin P. Moore
    ---------------------------------           --------------------------------
Name: Robb L. Jacobs                        Name: Martin P. Moore
Its:  Commercial Banking Officer            Its:  Chief Financial Officer

                                            CULGUAM, INC.

                                            By: /s/ Martin P. Moore
                                                --------------------------------
                                            Name: Martin P. Moore
                                            Its:  Authorized Agent

                                            CULNEV, INC.

                                            By: /s/ Martin P. Moore
                                                --------------------------------
                                            Name: Martin P. Moore
                                            Its:  Authorized Agent

                                            CULUSVI, INC.

                                            By: /s/ Martin P. Moore
                                                --------------------------------
                                            Name: Martin P. Moore
                                            Its:  Authorized Agent

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