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                                                                   Exhibit 10.12
                                                                   -------------

                 PROMISSORY NOTE AND LOAN MODIFICATION AGREEMENT


A.C. MOORE ARTS & CRAFTS, INC.
130 A.C. Moore Drive
Berlin, NJ 08009

A.C. MOORE INCORPORATED
130 A.C. Moore Drive
Berlin, NJ 08009

MOORESTOWN FINANCE, INC.
103 Foulk Road, Suite 200
Wilmington DE 19803

BLACKWOOD ASSETS, INC.
103 Foulk Road, Suite 200
Wilmington DE 19803

A.C. MOORE URBAN RENEWAL, LLC
130 A.C. Moore Drive
Berlin, NJ 08009
(Individually and collectively, "Borrower")


WACHOVIA BANK, NATIONAL ASSOCIATION
190 River Road
Summit, New Jersey 07901
(hereinafter referred to as the "Bank")


         THIS AGREEMENT is entered into as of February 22, 2006 by and between
Bank and Borrower.

                                    RECITALS

         Bank is the holder of a Promissory Note (the "LOC NOTE") executed and
delivered by Borrower, dated October 28, 2003, in the original principal amount
of $25,000,000.00 (the "ORIGINAL LOAN") and certain other loan documents,
including without limitation, a Loan Agreement, dated October 28, 2003 (the
"LOAN AGREEMENT"), and a Security Agreement, dated October 28, 2003 (the
"SECURITY AGREEMENT"); and

         Borrower and Bank have agreed to modify the terms of the Loan Documents
to increase the available balance under the LOC Note to $35,000,000.00 and to
modify the repayment terms; and

         In consideration of Bank's continued extension of credit and the
agreements contained herein, the parties agree as follows:





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                                    AGREEMENT

         MODIFICATIONS. The Loan Documents are hereby modified by amending the
provisions in the LOC Note establishing the total available balance and
repayment terms as follows:

         LOAN AMOUNT. The aggregate outstanding principal balance under the LOC
Note and Loan Agreement shall not exceed $35,000,000.00 (the "LOAN").

         MATURITY DATE. The term of the Loan shall be extended to May 31, 2007
(the "MATURITY DATE"), with all outstanding principal and interest due on or
before the Maturity Date.

         REPAYMENT TERMS. The Note shall be due and payable in consecutive
monthly payments of accrued interest only, commencing on March 1, 2006, and
continuing on the same day of each month thereafter until fully paid. In any
event, all principal and accrued interest shall be due and payable on the
Maturity Date.

         ACKNOWLEDGMENTS AND REPRESENTATIONS. Borrower acknowledges and
represents that the LOC Note and other Loan Documents, as amended hereby, are in
full force and effect without any defense, counterclaim, right or claim of
set-off; that, after giving effect to this Agreement, no default or event that
with the passage of time or giving of notice would constitute a default under
the Loan Documents has occurred, all representations and warranties contained in
the Loan Documents are true and correct as of this date, all necessary action to
authorize the execution and delivery of this Agreement has been taken; and this
Agreement is a modification of an existing obligation and is not a novation.

         COLLATERAL. Borrower acknowledges and confirms that there have been no
changes in the ownership of any Collateral pledged to secure the Obligations
since the Collateral was originally pledged; Borrower acknowledges and confirms
that the Bank has existing, valid first priority security interests and liens in
the Collateral; and that such security interests and liens shall secure
Borrower's Obligations, including this Agreement, and all future modifications,
extensions, renewals and/or replacements of the Loan Documents.

         MISCELLANEOUS. This Agreement shall be construed in accordance with and
governed by the laws of the applicable state as originally provided in the Loan
Documents, without reference to that state's conflicts of law principles. This
Agreement and the other Loan Documents constitute the sole agreement of the
parties with respect to the subject matter thereof and supersede all oral
negotiations and prior writings with respect to the subject matter thereof. No
amendment of this Agreement, and no waiver of any one or more of the provisions
hereof shall be effective unless set forth in writing and signed by the parties
hereto. The illegality, unenforceability or inconsistency of any provision of
this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or
the other Loan Documents. This Agreement and the other Loan Documents are
intended to be consistent. However, in the event of any inconsistencies among
this Agreement and any of the Loan Documents, the terms of this Agreement, and
then the LOC Note, shall control. This Agreement may be executed in any number
of counterparts and by the different parties on separate counterparts. Each such
counterpart shall be deemed an original, but all such counterparts shall
together constitute one and the same agreement. Terms used in this Agreement
which are capitalized and not otherwise defined herein shall have the meanings
ascribed to such terms in the LOC Note.






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         LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE
PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY
JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY
BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR
AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT
SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF
THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY
DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY
SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY
ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE.

         FINAL AGREEMENT. This Agreement and the other Loan Documents represent
the final agreement between the parties and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties. There
are no unwritten oral agreements between the parties.

         DEFINITIONS. The term "LOAN DOCUMENTS", as used in this Agreement and
the other Loan Documents, refers to all documents, agreements, and instruments
executed in connection with any of the Obligations (as defined herein), and may
include, without limitation, modification agreements, a commitment letter that
survives closing, a loan agreement, any note, guaranty agreements, security
agreements, security instruments, financing statements, mortgage instruments,
letters of credit and any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 11
U.S.C. ss. 101). The term "Obligations", as used in this Agreement and the other
Loan Documents, refers to any and all indebtedness and other obligations of
every kind and description of the Borrower to the Bank or to any Bank affiliate,
whether or not under the Loan Documents, and whether such debts or obligations
are primary or secondary, direct or indirect, absolute or contingent, sole,
joint or several, secured or unsecured, due or to become due, contractual,
including, without limitation, swap agreements (as defined in 11 U.S.C. ss.
101), arising by tort, arising by operation of law, by overdraft or otherwise,
or now or hereafter existing, including, without limitation, principal,
interest, fees, late fees, expenses, attorneys' fees and costs that have been or
may hereafter be contracted or incurred. Any defined term provided for herein
and not otherwise defined shall have the meaning given to it in the Loan
Documents.

         WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER THIS AGREEMENT. VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK
TO ACCEPT THIS AGREEMENT. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL
SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES
BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR
AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,
SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AGREEMENT.



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         IN WITNESS WHEREOF, the undersigned have signed and sealed this
Agreement the day and year first above written.

                                    A.C. MOORE ARTS & CRAFTS, INC.
                                    Taxpayer Identification Number:  22-3527763


                                    By: /s/ Leslie H. Gordon              (SEAL)
                                       -----------------------------------------
                                    Name:  Leslie H. Gordon
                                    Title: Chief Financial Officer


                                    A.C. MOORE INCORPORATED
                                    Taxpayer Identification Number: 22-2546111

                                    By: /s/ Leslie H. Gordon              (SEAL)
                                       -----------------------------------------
                                    Name: Leslie H. Gordon
                                    Title: Chief Financial Officer


                                    MOORESTOWN FINANCE, INC.
                                    Taxpayer Identification Number:  52-2066272

                                    By: /s/ Leslie H. Gordon              (SEAL)
                                       -----------------------------------------
                                    Name: Leslie H. Gordon
                                    Title: Chief Financial Officer


                                    BLACKWOOD ASSETS, INC.
                                    Taxpayer Identification Number:  52-2066271

                                    By: /s/ Leslie H. Gordon              (SEAL)
                                       -----------------------------------------
                                    Name: Leslie H. Gordon
                                    Title: Chief Financial Officer


                                    A.C. MOORE URBAN RENEWAL, LLC
                                    Taxpayer Identification Number: 56-2388590

                                    By: /s/ Leslie H. Gordon              (SEAL)
                                       -----------------------------------------
                                    Name: Leslie H. Gordon
                                    Title: Member


                                    WACHOVIA BANK, NATIONAL ASSOCIATION

                                    By: /s/ Dante Bucci                   (SEAL)
                                       -----------------------------------------
                                    Name: Dante Bucci
                                    Title: Senior Vice President