STROUDS INC
EXHIBIT 10.1
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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a2043918zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

<PAGE>

                                                                 EXHIBIT 10.1

                        AMENDMENT TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made and
entered into as of this 6th day of March 2001 by and between Strouds, Inc.
("Employer") and Thomas S. Paccioretti ("Employee").

         WHEREAS, on September 7, 2000, the Employer filed a voluntary
petition for relief under chapter 11 of the United States Bankruptcy Code
(the "Bankruptcy Case").

         WHEREAS, Employer and Employee entered into that certain employment
agreement, dated January 5, 2001 (the "Employment Agreement"), pursuant to
which the Employer agreed to employ Employee as its President and Chief
Executive Officer upon the terms and conditions set forth in the Employment
Agreement;

         WHEREAS, on February 13, 2001, the Official Committee of Unsecured
Creditors (the "Committee") appointed in the Bankruptcy Case filed an
objection to certain terms and conditions of the Employment Agreement;

         WHEREAS, the Employer, Employee and Committee desire to resolve the
Objection and amend the Employment Agreement on the terms and conditions set
forth herein; and

         NOW THEREFORE, in consideration of the foregoing, the parties hereby
agree that paragraph 4 of the Employment Agreement is revised and restated as
follows:

         INCENTIVE BONUS. Employer shall pay to Employee a Ninety Thousand
         Dollar ($90,000.00) Incentive Bonus if: (a) during the term of this
         Agreement (including any extensions thereof), (i) an agreement is
         executed for the sale of all or substantially all of Employer's assets
         under a sale pursuant to Section 363 of the Bankruptcy Code with one or
         more buyers or (ii) the Company files a plan of reorganization with the
         bankruptcy court that provides for emergence of an on-going business
         from chapter 11 (hereinafter, the occurrence of (i) or (ii) will be
         referred to as an "Incentive Event"); and (b) at any time the
         bankruptcy court approves and/or confirms the Incentive Event.

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Employment Agreement as of the day and year first above written.

STROUDS, INC.                          THOMAS S. PACCIORETTI

By:    /s/ Larry Bemis                 By: /s/ Thomas S. Paccioretti
       ----------------------------        --------------------------------
Title: Director                        Date: 3/5/01
Date:   3/6/01                              -------------------------------
       ----------------------------

NO OBJECTION BY:

THE OFFICIAL COMMITTEE OF
UNSECURED CREDITORS

By:   /s/ Scott Hazan
      -----------------------------
Name: Scott Hazan
      Otterbourg, Steindler, Houston & Rosen, P.C.
      Attorneys for the Official Committee of Unsecured
      Creditors
Date: March 9, 2001
      -----------------------------

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