Exhibit 10.1

SECOND AMENDMENT  TO  AGREEMENT

THIS Second Amendment ("Amendment") to the Agreement ("Original Agreement") between Michaels Stores, Inc. ("Michaels") and Bryan M. DeCordova
("Employee") dated effective as of June 7, 2002, as amended by the Amendment thereto ("First Amendment") among Michaels, Michaels Management Services, LP (the "Company") and Employee
effective as of August 2, 2002 ("Agreement"), is entered into by and among Michaels, the Company and Employee effective as of September 24, 2002.

WHEREAS,
the Original Agreement provided for Employee to continue to perform certain services for Michaels and its subsidiaries until August 31, 2002; and

WHEREAS,
the First Amendment provided for Employee to continue to perform certain services for Michaels and its subsidiaries until September 30, 2002; and

WHEREAS,
Employee is employed by the Company (which is a subsidiary of Michaels); and

WHEREAS,
Michaels, the Company and Employee wish to extend the time for which Employee will perform services for Michaels and its subsidiaries until October 31, 2002;

NOW,
THEREFORE, in consideration of the covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties do hereby agree as follows:

Section 1.Amended Resignation Date.Section 1 of the Agreement is hereby amended to read in its
entirety as follows:



Section 2.Certain References.All references in the Agreement to: (a) "this Agreement" shall mean
the Agreement as amended by this Amendment; (b) "the parties" shall mean Michaels, the Company and Employee; (c) "either party" shall mean "any of the parties"; (d) "both of the
parties" shall mean "all of the parties"; and (e) "other party" shall mean "other parties".

Section 3.Effect of Amendment.Except as amended by this Amendment, the Agreement will be unamended and
remain in full force and effect.

Section 4.Headings.The headings, captions and arrangements used in this Amendment are for convenience
only and shall not be deemed to limit, amplify or modify the terms hereof, nor affect the meaning thereof.

Section 5.GOVERNING LAW.THIS AMENDMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS (BUT NOT THE RULES GOVERNING CONFLICTS OF LAWS) OF THE STATE OF TEXAS. THE
PARTIES AGREE THAT THIS AMENDMENT SHALL BE PERFORMABLE IN DALLAS COUNTY, TEXAS.

Section 6.Multiple Counterparts.This Amendment has been executed in a number of counterparts, all of
which constitute, collectively, one agreement; but in making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart.

---

EXECUTED
effective as of September 24, 2002.

| |  | MICHAELS STORES, INC.           
| |  | --------------------------------
| |  | By:                             
| |  | MICHAELS MANAGEMENT SERVICES, LP
| |  | By:                             

| |  | By: | /s/ R. Michael RouleauName: R. Michael Rouleau
Title: President and Chief Executive Officer
| |  | --- | -------------------------------------------------------------------------------------------

| |  | /s/ Bryan M. DeCordovaBRYAN M. DECORDOVA
| |  | ----------------------------------------

2

---

ACKNOWLEDGMENTS

STATE OF TEXAS                §
                                         
        §  COUNTY OF DALLAS         §

BEFORE ME, the undersigned authority, on this day personally appeared R. Michael Rouleau, President and Chief Executive Officer of MICHAELS STORES,
 INC., a Delaware corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged
to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation.

GIVEN
UNDER MY HAND AND SEAL on this 24th day of September, 2002.

| | /s/VERONICA LARSENNotary Public in and for the
State of Texas                 
| | ------------------------------------------------------------------------------
| | Veronica Larsen October 7, 2005Notary's Printed Name and
Commission Expiration

STATE OF TEXAS                §
                                         
        §  COUNTY OF DALLAS         §

BEFORE ME, the undersigned authority, on this day personally appeared R. Michael Rouleau, President and Chief Executive Officer of MICHAELS GP,
 INC., a Delaware corporation, general partner ofMICHAELS MANAGEMENT SERVICES, LP, a
Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein
expressed, in the capacity therein stated and as the act and deed of said limited partnership.

GIVEN
UNDER MY HAND AND SEAL on this 24th day of September, 2002.

| | /s/VERONICA LARSENNotary Public in and for the
State of Texas                 
| | ------------------------------------------------------------------------------
| | Veronica Larsen October 7, 2005Notary's Printed Name and
Commission Expiration

3

---

STATE OF TEXAS                §
                                         
        §  COUNTY OF DALLAS         §

BEFORE ME, the undersigned authority, on this day personally appearedBRYAN M. DECORDOVA, known to me to be
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

GIVEN
UNDER MY HAND AND SEAL on this 25th day of September, 2002.

| | /s/VERONICA LARSENNotary Public in and for the
State of Texas                 
| | ------------------------------------------------------------------------------
| | Veronica Larsen October 7, 2005Notary's Printed Name and
Commission Expiration

4

---

QuickLinks