AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BY AND BETWEEN LEONARD M. SNYDER AND ONE PRICE CLOTHING STORES, INC.

                                 AMENDMENT NO. 1
                             TO EMPLOYMENT AGREEMENT
                                 BY AND BETWEEN
              XXXXXXX X. XXXXXX AND ONE PRICE CLOTHING STORES, INC.




Xx. Xxxxxxx X. Xxxxxx ("Employee"), assumed the positions of Executive Chairman
and interim Chief Executive Officer of One Price Clothing Stores, Inc.
("Employer") at the request of the Employer's Board of Directors and as an
accommodation to the Employer, on January 15, 2001. The terms of such employment
were set forth in his employment agreement dated as of January 15, 2001
("Agreement"). Xx. Xxxxxx has agreed to continue to serve in such capacities
through the end of Employer's fiscal year 2001, which ends on February 2, 2002.

In consideration for Xx. Xxxxxx'x agreement to continue to serve in such
capacities and for other good and valuable consideration, the current Agreement
between Employer and Xx. Xxxxxx, is hereby amended as follows.


The following provision shall replace the current Article 1, "Employment", in
its entirety:

"1. EMPLOYMENT. Subject to the terms and conditions of the Agreement, Employer
employs Employee and Employee agrees to serve in the capacities of Executive
Chairman and Chief Executive Officer, through the end of Employer's fiscal year
2001, which ends on February 2, 2002 ("Minimum Term")."


The following sentence shall be added to Section 4. (b) "Compensation
and Benefits":

         " In recognition of Employee's efforts and his agreement to extend the
initial term of the Agreement, Employee shall receive a lump sum payment in the
amount of $75,000 on or about August 6, 2001, and shall be entitled to receive
performance bonuses in the amounts of $37,500, on each of November 5, 2001 and
February 1, 2002, respectively, upon satisfactory completion of performance
objectives established by the Governance Committee of the Board of Directors.


All other terms of the Agreement shall remain unchanged.


Dated as of the 6 day of August, 2001.



/s/ Xxxxxxx X. Xxxxxx                             /s/ Xxxxxx X. Xxxxxx
--------------------------                        -------------------------
Xxxxxxx X. Xxxxxx                                 Xxxxxx X. Xxxxxx
                                                  Chair - Compensation Committee
                                                  Board of Directors