AMENDMENT
      NO. 1


TO


PURCHASE
      AGREEMENT AND ESCROW INSTRUCTIONS









DATED :  Dated
      for
      reference purpose only as of March 20, 2007.




PARTIES :  This
      Amendment No. 1 to Purchase Agreement and Escrow Instructions (this “Amendment”)
      is between COST-U-LESS, INC., a Washington corporation, as “ Seller ”,
      and
      SERIES B, LLC, an Arizona limited liability company, as “ Buyer ”.




WHEREAS,
      Seller and Buyer are parties to that certain Purchase Agreement and Escrow
      Instructions, dated December 21, 2006 (the “PSA”), concerning certain improved
      property located at 4300 Sion Farm, Christiansted, St. Croix, USVI 00820, as
      legally described therein; and




WHEREAS,
      Seller and Buyer desire to amend the PSA as set forth herein.




NOW
      THEREFORE, Seller and Buyer hereby agree as follows:




1.
            The
                following shall be added as a new section (Section 57) of the Lease
                Form
                attached to the PSA as Exhibit E:




57.  **Power
      House Encroachment** .
      Reference is hereby made to the ALTA/ACSM Land Title Survey of Plot No.’s 4-Q,
      4-M & Road Plot No. 4-O, Estate Sion Farm, Christiansted Jurisdiction, Queen
      Quarter, St. Croix, United States Virgin Islands, dated February 5, 2007 (the
      “Survey”), prepared by Survey Services Company, LLC, and to the masonry building
      (which is also referred to as “One Sty. Masonry Power House” on Pages 2 and 3 of
      the Survey)(the “Power House”) referenced in the “List of Encroachments” on Page
      1 of the Survey (which reads, in part, as follows: “1) A masonry building
      located along the west line of Plot No. 4-Q is 9.2’ into A Portion of the
      Remainder of Plot No. 4-J.”).




Lessee
      hereby agrees that, within one (1) year after the Effective Date and at Lessee’s
      expense, Lessee shall either:




(a)
            relocate
                the “Power House” so that no part of the Power House will be located on
                any part of “Easement ‘B’” or Plot No. 4-J identified on the Survey; or




(b)
            obtain
                from (i) the owner of Plot No. 4-J an easement to permit the continued
                presence of the Power House at its current location for a term and
                upon
                conditions reasonably acceptable to Lessor; and
                (ii)







obtain
                a waiver of the encroachment from the holder of the easement rights
                to
                “Easement ‘B’” and “Easement ‘C’” referenced
                above.






2.
            Seller
                and Buyer acknowledge and agree that (i) the PSA has not been amended
                or modified except by this Amendment and by the e-mail extensions
                of
                certain dates referenced in Sections 6 and 17 of the PSA, under which
                the
                COE (as such term is defined in the PSA) shall be on or before 5
                p.m. MST
                on March 26, 2007, or such earlier date as Buyer and Seller may choose
                by
                mutual Agreement; (ii) the PSA is in full force and effect; and
                (iii) except as expressly amended hereby and by the above-referenced
                e-mail extensions, all of the terms and conditions of the PSA shall
                remain
                in full force and effect.




3.
            This
                Amendment may be executed by facsimile and/or in any number of
                counterparts. Each party may rely upon any facsimile or counterpart
                copy
                as if it were one original
                document.




IN
      WITNESS WHEREOF, Seller and Buyer have executed this Amendment as of the first
      above written.




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




By: /s/Martin
      Moore


Name: Martin Moore


Title: VP-CFO










BUYER :  SERIES
      B,
      LLC, an Arizona limited liability
      company






By: /s/
      John M. Pons


John
      M.
      Pons


Its
      Authorized Officer