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                                                                 Exhibit 10.12.4

                               AMENDMENT NO. 4 TO
                              EMPLOYMENT AGREEMENT

         This Amendment No. 4 (the "Amendment") to that certain Employment
Agreement dated June 12, 1997 by and between Cost Plus, Inc., a California
corporation (the "Company"), and Murray Dashe (the "Executive"), as amended on
January 13, 1999, July 22, 1999 and March 29, 2001 (as amended, the "Employment
Agreement"), is entered into this 1st day of March, 2002 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
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Employment Agreement are hereby amended to read in their entirety as follows:

                  "3.      Severance Benefits.
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                           (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
                  twenty-four (24) 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
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                  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 twenty-four (24) 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
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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/ Joan Fujii
                            ----------------------------------------------------
                            Name:  Joan Fujii
                            Title:  Senior Vice President, Human Resources

                            EXECUTIVE:

                            /s/ Murray Dashe
                            ----------------------------------------------------
                            Murray Dashe

                               [SIGNATURE PAGE TO
                          COST PLUS, INC./MURRAY DASHE
                    AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT]