Exhibit 10.3

                              AMENDMENT NO. ONE TO
                 AGREEMENT AND COMPLETE AND FULL GENERAL RELEASE

     This Amendment No. One to that certain Agreement and Complete and Full
General Release (the "Amendment") is made and entered into as of September 6,
2006, by and among Leslie H. Gordon ("Executive") and A.C. Moore Arts & Crafts,
Inc., a Pennsylvania corporation (the "Company").

                                   WITNESSETH:

     WHEREAS, Executive and the Company are parties to that certain Agreement
and Complete and Full General Release, dated June 1, 2006 (the "Agreement");

     WHEREAS, Executive and the Company desire to amend the Agreement herein as
follows:

     NOW, THEREFORE, in consideration of the agreements and provisions contained
in this Amendment, and intending to be legally bound hereby, Executive and the
Company do hereby agree as follows:

     1. DEFINITIONS. Any capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to such terms in the Agreement.

     2. AMENDMENT TO AGREEMENT. The Agreement is hereby amended, effective as of
the date hereof, as follows:

     (a)  AMENDMENT AND RESTATEMENT OF PARAGRAPH 9 OF THE AGREEMENT. Paragraph 9
          of the Agreement shall be deleted in its entirety, and a new paragraph
          9, which shall read as set forth below, shall be added to the
          Agreement:

          9.   TRANSITION ASSISTANCE. Executive further agrees that, for the
               period subsequent to the Separation Date and ending on December
               31, 2006, he will, without compensation in addition to that
               provided in the Agreement, provide on average two (2) to three
               (3) days transition assistance per week to the Company in the
               areas of investor relations, financial assistance, Board of
               Directors assistance and other consulting as requested by the
               Company. The Company shall reimburse Executive for travel and
               expenses, approved in advance in writing by the Company, which
               Executive incurred in providing such assistance.

     3. CONTINUING EFFECT; NO MODIFICATION OR WAIVER. Except as specifically
provided herein, the Agreement shall remain in full force and effect in
accordance with its terms. This Amendment is limited as specified herein and the
execution, delivery and effectiveness of this Amendment shall not operate as a
modification, acceptance or waiver of any provision of the Agreement, except as
specifically set forth herein.



     4. COUNTER-PARTS. This Amendment may be signed in separate counter-parts.

     5. SIGNATURES.


/s/ Leslie H. Gordon                    9/6/2006
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Leslie H. Gordon                        Date


/s/ Rick A. Lepley                      9/6/2006
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A.C. Moore Arts & Crafts, Inc.          Date
By: Rick A. Lepley
    Chief Executive Officer