PORT OF STOCKTON

Exhibit 10.2.1

Cost Plus, Inc.

200 Fourth Street

Oakland, California 94607

tel ###-###-####

fax ###-###-####

www.costplusworldmarket.com

Friday, December 03, 2004

Mr. Jeff Kaspar

Deputy Port Director

2201 W. Washington Street

P.O. Box 2094

Stockton, CA 95201

Dear Jeff:

It was good to meet with you and discuss our mutual long term strategies. Per our agreement, this letter serves as a Letter of Intent on behalf of Cost Plus, Inc.

Cost Plus would like to revise our existing lease to extend for five years through November 2009 with a thirty-six (36) month (November 2007) option to give 90 day notice to terminate the lease or alternatively Cost Plus will have the option in November 2007 to convert the lease to a month to month.

Please contact myself or Steve Knight with any questions you may have.

Regards,

PORT OF STOCKTON

Phone: (209) 946-0246				Fax: (209) 465-7244

December 9, 2004

Ms. Judy Soares

Cost Plus, Inc.

200 Fourth Street

Oakland, California 94607

Dear Ms. Soares:

The Port of Stockton is in receipt of your December 3, 2004 letter of intent to extent your lease. The Port is in agreement with your terms with the following exception:

The Port would like to ensure that the term will extend through December 31, 2009 as opposed to November 2009. Cost Plus will have an option to give 90 day notice to terminate the lease, or convert the lease to a month-to-month agreement on December 1, 2007.

If you are in agreement with this amendment, please sign and return one copy of this letter. Your lease will be amended as stated. We appreciate your business and look forward to continuing our partnership for many years to come.

Post Office Box 2069 • Stockton, CA • _______ • E-mail: ***@***

Administration Office: 2201 West Washington Street • Stockton, CA • 95203 • Web Page: www.portofstockton.com