A.C. MOORE INC.
                                    AGREEMENT


         THIS AGREEMENT is made this 4th day of June, 2001 by and between
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         Rex A. Rambo and A.C. MOORE INC, a Delaware corporation.
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1.       This agreement shall be based upon the active and continuous employment
         with A.C. Moore Inc. in the capacity of Chief Operations Officer.

2.       This Agreement shall commence on June 4, 2001 and shall remain in force
         unless a resignation of employment is submitted or a termination for
         cause, in either of which case neither party shall have further
         obligation to the other. In the event of a termination, for reasons
         other than cause, a severance payment equal to one year's base salary
         will be payable.

3.       The annual base salary shall be payable in twelve (12) equal monthly
         payments per year and may be reviewed each year. As a participant in
         the A.C. MOORE Inc. Incentive Bonus Plan, any bonus amounts will be
         payable in mid-March in accordance with the provisions of the Incentive
         Bonus Plan in place for each year. As a participant in the A.C. MOORE
         Inc. Incentive Stock Option Plan, stock options may be issued in
         accordance with the provisions of the Incentive Stock Option Plan in
         place for each year.

4.       The Chief Operations Officer shall be entitled to all the customary and
         usual benefits offered by the company including medical and dental
         health benefits in accordance with the current plans and benefits in
         place.

         It is mutually understood and agreed upon that the employment
         relationship between Rex A. Rambo and A.C. Moore Inc. and/or any of its
         affiliates is an employment at will and other than the stated
         provisions of this agreement neither party shall have any further
         obligation to the other.




         In witness thereof, the parties have executed this Agreement as of this
day and year first written above

                                     A.C. MOORE INC.

                                     By:      /s/ John E. Parker
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                                     Name:    John E. Parker        June 4, 2001
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                                              CEO                           Date



                                      Name:   /s/ Rex A. Rambo      June 4, 2001
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                                              Rex A. Rambo  / COO           Date