EXHIBIT 4(d)(7) Amendment Number Seven to the Loan and Security Agreement by and
between Congress Financial Corporation (Southern) as Lender and the Registrant,
One Price Clothing Stores, Inc. of Puerto Rico and One Price Clothing - U.S.
Virgin Islands, Inc. as Borrowers dated February 9, 2001.

                         Congress Financial Corporation
                                   (Southern)
                        200 Galleria Parkway, Suite 1500
                             Atlanta, Georgia 30359

                                                February 9, 2001

One Price Clothing Stores, Inc.
1875 East Main Street
Duncan, South Carolina 29334

One Price Clothing of Puerto Rico, Inc.
1875 East Main Street
Duncan, South Carolina 29334

      Re:   Amendment No. 7 to Financing Agreements

Gentlemen:

      Congress Financial Corporation (Southern) ("Lender"), One Price Clothing
Stores, Inc. ("One Price") and One Price Clothing of Puerto Rico, Inc. ("One
Price PR"; and together with One Price, individually referred to as a "Borrower"
and collectively as the "Borrowers") have entered into certain financing
arrangements pursuant to the Loan and Security Agreement, dated March 25, 1996,
between the Lender and Borrowers (the "Loan Agreement"), as amended by Amendment
No. 1 to Financing Agreements, dated May 16, 1997, Amendment No. 2 to Financing
Agreements, dated June 17, 1997, Amendment No. 3 to Financing Agreements, dated
February 19, 1998, Amendment No. 4 to Financing Agreements, dated January 31,
1999, Amendment No. 5 to Financing Agreements, dated February 23, 2000, and
Amendment No. 6 to Financing Agreements, dated June 30, 2000 together with
various other agreements, documents and instruments at any time executed and/or
delivered in connection therewith or related thereto (as the same now exist or
may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced, collectively, the "Financing Agreements"). All capitalized terms used
herein and not herein defined shall have the meanings given to them in the
Financing Agreements.

      Borrower has requested that Congress agree, subject to the terms of the
Financing Agreements, to establish a $4,000,000 Supplemental Loan term
facility,. Congress has agreed to Borrower's request, subject to the terms and
conditions hereof. Accordingly, subject to the terms and conditions hereof, the
Financing Agreements shall be amended as follows:


                                       40
<PAGE>

1.    The following definitions shall be added to Section 1, Definitions, of the
      Loan Agreement:

      (a)   "Closing Date" shall mean the date on which all the conditions
            precedent in Article 4 of this Agreement are satisfied and the
            Supplemental Loan pursuant to the Seventh Amendment.
      (b)   "Federal Tax Refund" shall mean any claim of the Borrowers for a
            federal tax refund as a result of the application of net operating
            loss carry-backs for the Borrowers' tax year 2000.
      (c)   "Gross Margin" shall mean for any fiscal period the percentage
            resulting from dividing (i) the sum of net sales minus cost of goods
            sold prepared in accordance with GAAP; provided however, that for
            purposes of Section 9.15.3, cost of goods sold shall not include
            costs related to distribution and merchandising (including the
            impact of changes in capitalized distribution and merchandising
            costs) by (ii) net sales.
      (d)   "Participant" shall mean GB Retail Funding, LLC, a Delaware limited
            liability company, and its successors and assigns.
      (e)   "Projections" shall mean those projections attached hereto as
            Exhibit 1.
      (f)   "Seventh Amendment" shall mean Amendment No. 7, dated February 9,
            2001, by and among Lender, Borrowers and One Price VI.
      (g)   "Supplemental Loan Limit" shall mean $4,000,000.00.
      (h)   "Supplemental Loan" shall mean the loan made by the Lender to or for
            the benefit of the Borrowers pursuant to Section 2.1.1 hereof.
      (i)   "Supplemental Loan Maturity Date": June 9, 2001.
      (j)   "Supplemental Loan Termination Date" shall mean the earliest of (i)
            the Supplemental Loan Maturity Date, (ii) the date set as the
            termination date of this Agreement, (iii) the occurrence of an Event
            of Default described in Sections 10.1(g) or 10.1(h), (iv) the date
            set by the Lender as the termination date of the Supplemental Loan
            following the occurrence of an Event of Default other than an Event
            of Default described in Sections 10.1(g) or 10.1(h), or (v) the date
            on which Borrowers repay all Obligations arising in respect of the
            Supplemental Loan.

2.    The definition of "Excess Availability" in Section 1 of the Loan Agreement
      shall be deleted and the following shall be substituted therefor:

                  "1.26'Excess Availability' shall mean that amount, as
                  determined by the Lender, calculated at any time, equal to :
                  (a) the lesser of (i) the amount of the Revolving Loans
                  available to Borrowers as of such time based on the applicable
                  lending formula under Section 2.1 hereof, as determined by the
                  Lender, and subject to sublimits and Availability Reserves
                  from time to time established by Lender hereunder and (ii) the
                  amount equal to the Inventory Loan Limit, minus (b) the sum
                  of: (i) the amount of all then outstanding and unpaid
                  Obligations (including the outstanding principal amount of the
                  Supplemental Loan), plus (ii) the aggregate amount of all
                  trade payable of the Borrowers which are more than forty-five
                  (45) days past due as of such time and are not the being
                  disputed in good faith by the Borrowers."

3.    The definition of "Maximum Credit" in Section 1 of the Loan Agreement
      shall be deleted and the following substituted therefor:

                  "1.39'Maximum Credit' shall mean $37,500,000.00."

4.    Section 2.1(a) of the Loan Agreement shall be deleted and the following
      shall be substituted therefor:

                  "2.1 Revolving Loans.

                        (a)(1) Revolving Loans. Subject to, and upon the terms
                               and conditions contained herein, Lender agrees to
                               make Revolving Loans to each Borrower from time
                               to time in amounts requested by such Borrower (or
                               by One Price on behalf of One Price PR), up to
                               the lesser of (A) and (B):

                               (A) the sum of: (i) the least of: (x) eighty
                                   (80%) percent of the Value of the Eligible
                                   Inventory of such Borrower, or (y)
                                   eighty-five (85%) percent of the Net Recovery
                                   Cost Percentage multiplied by the Cost of the
                                   Eligible Inventory of such Borrower, minus
                                   (ii) any Availability Reserves or
                               (B) the sum of: (i) the lesser of: (x) eighty
                                   three and nine tenths (83.9%) percent of the
                                   Value of the Eligible Inventory of such
                                   Borrower, or (y) ninety seven (97%) percent
                                   of the Net Recovery Cost Percentage
                                   multiplied by the Cost of the Eligible
                                   Inventory of such Borrower minus (ii) any
                                   Availability Reserves, minus (iii) $4,000,000
                                   and unpaid interest in respect of the
                                   Supplemental Loan; provided,


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<PAGE>

                                   however, that after all of the Obligations
                                   arising in respect of the Supplemental Loans
                                   have been paid in full, Section 2.1(a)(1)(B)
                                   shall be deemed automatically deleted and the
                                   words "the lesser of (A) and (B)" in Section
                                   2.1(a)(1) shall be deemed deleted."

5.    Section 2.1(c) is hereby amended in its entirety to read as follows:

                  "(c)Except in the Lender's discretion, the aggregate amount of
                  Revolving Loans and Letter of Credit Accommodations available
                  in respect of Eligible Inventory of One Price PR shall not, at
                  any one time outstanding, exceed an amount equal to the
                  product of $120,000 multiplied by the number of Retail Stores
                  operated in Puerto Rico by One Price PR at such time (each
                  sublimit, the "Puerto Rico Sublimit").

6.    The following shall be added as a new Section 2.1.1 to the Loan Agreement:

                  "2.1.1 Supplemental Loan.

                        (a) Subject to the terms hereof, the Lender agrees to
                  advance to the Borrowers (or to One Price on behalf of One
                  Price PR) on the Closing Date amounts equal to the
                  Supplemental Loan Limit.
                        (b) The proceeds of the Supplemental Loan shall be
                  applied to reduce the outstanding principal balance of the
                  Revolving Loans.
                        (c) The Borrowers shall repay the entire unpaid balance
                  of the Supplemental Loan on the Supplemental Loan Termination
                  Date. The Borrowers may repay the entire principal balance of
                  the Supplemental Loan prior to the Supplemental Loan
                  Termination Date (subject to Sections 3.4.2 and 12.1.1
                  hereof). Any amounts prepaid on account of the Supplemental
                  Loan cannot be reborrowed by the Borrowers.
                        (d) The Borrowers shall repay the Obligations then
                  existing with respect to the Supplemental Loan (including any
                  interest, fees, costs, and expenses, including reasonable
                  attorney's fees, or other charges with respect thereto) with
                  proceeds of the Federal Tax Refund."

7.    Section 2.2 (c) of the Loan Agreement shall be amended as follows: The
      reference to "Section 2.1(a)(i)" shall be deleted and "Section
      2.1(a)(1)(A)(i)" shall be substituted therefor. The reference to "Section
      2.1(a)(i)(A)" shall be deleted and "Section 2.1(a)(1)(A)(i)(x)" shall be
      substituted therefor. The reference to "Section 2.1(a)(i)(B)" shall be
      deleted and "Section 2.1(a)(1)(A)(i)(y)" shall be substituted therefor.
      The reference to "Section 2.1(a)(i)(C)" shall be deleted.

8.    The following shall be added as a new Section 3.1.1 to the Loan Agreement.

                  "3.1.1 Interest on the Supplemental Loan.

                        (a)The Supplemental Loan shall bear interest, until
                  repaid, fixed at fourteen (14%) percent per annum (determined
                  based upon a 360-day year and actual days elapsed), and shall
                  be payable by the Borrowers to the Lender monthly in arrears
                  not later than the first day of each calendar month. Following
                  the occurrence and during the continuance of any Event of
                  Default (and whether or not the Lender exercises its rights
                  and remedies on account thereof), the Supplemental Loan shall
                  bear interest, at the rate of eighteen (18%) percent per
                  annum, and such interest shall be payable upon demand. The
                  Lender is authorized to charge interest due pursuant to this
                  Section 3.1.1 as a Revolving Loan without further notice to or
                  request by the Borrowers."

9.    The following shall be added as a new Section 3.4.1 to the Loan Agreement.

                  "3.4.1 Supplemental Loan Closing Fee.

                        The Borrowers shall pay to the Lender a Closing Fee in
                  the amount of $80,000.00, which shall be fully earned as of
                  and payable on the Closing Date. The Borrowers shall not be
                  entitled to any credit, rebate, or repayment of the Closing
                  Fee notwithstanding termination of this Agreement."

10.   A new Section 3.4.2 shall be added to the Loan Agreement which reads as
      follows:

                  "3.4.2 Supplemental Loan Exit Fee.

                        As compensation for the Lender's commitment hereunder,
                  the Lender shall have earned by its execution of this
                  Agreement, an Exit Fee, of $90,000.00, payable upon the
                  Supplemental Loan Termination Date. The Exit Fee shall be
                  fully earned as of the date of the execution of this
                  Agreement. The Borrowers shall not be entitled to any credit,
                  rebate, or repayment of the Exit Fee notwithstanding
                  termination of this Agreement."

11.   A new Section 10.1(n) shall be added to the Loan Agreement which reads as
      follows:

                  "(n)any act, condition or event shall exist or have occurred
                  that results in the Lender's designated representative being
                  divested of the ability or right to receive the Federal Tax
                  Refund directly from the IRS."


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<PAGE>

12.   A new Section 11.1.1 shall be added to the Loan Agreement which reads as
      follows:

                        (a) In the event that the Participant becomes the Lender
                  hereunder, the validity, interpretation, and enforcement of
                  this Agreement and the other Financing Agreements and any
                  dispute arising out the relationship of the parties hereto,
                  whether in contract, tort, equity or otherwise, shall be
                  governed by the internal laws of the Commonwealth of
                  Massachusetts (without giving effect to principles of
                  conflicts of laws).
                        (b) In the event that the Participant becomes the Lender
                  hereunder, each Borrower and the Lender irrevocably consent
                  and submit to the non-exclusive jurisdiction of the state
                  courts sitting in Suffolk County, Commonwealth of
                  Massachusetts and the United States District Court for the
                  Eastern District of Massachusetts and waive any objection
                  based on venue or forum non conveniens with respect to any
                  action instituted therein arising under this Agreement or any
                  of the other Financing Agreements or in any way connected with
                  or related or incidental to the dealings of the parties
                  thereto in respect to this Agreement or any of the other
                  Financing Agreements or the transactions related hereto or
                  thereto, in each case whether now existing or hereafter
                  arising, and whether in contract, tort, equity or otherwise,
                  and agree that any dispute with respect to any such matters
                  shall be heard only in the courts described above (except that
                  the Lender shall have the right to bring any action or
                  proceeding against the Borrowers or their property in the
                  courts of any other jurisdiction which the Lender deems
                  necessary or appropriate in order to realize on the Collateral
                  or to otherwise enforce its rights against the Borrowers or
                  their property).

13.   A new Section 8.14 shall be added to the Loan Agreement which reads as
      follows:

                  "8.14 Federal Tax Refund.

                        Borrowers represent and warrant that the Federal Tax
                  Refund shall equal at least $1,300,000.00 and, to the best of
                  the Borrowers' knowledge after due investigation, such refund
                  is not subject to offset of any kind, nature or description by
                  any governmental body. Borrowers further represent and warrant
                  that they shall diligently take all such action as may be
                  reasonably necessary to complete and file their federal tax
                  returns and other forms by March 31, 2001 in order to recover
                  the Federal Tax Refund. In the event that the Borrowers fail
                  to file their federal tax return and other related forms by
                  March 31, 2001, the Borrowers hereby acknowledge and agree
                  that Lender shall have the right to specific performance to
                  compel Borrowers to file their federal tax returns and other
                  forms in order to recover the Federal Tax Refund."

14.   A new Section 12.1.1 shall be added to the Loan Agreement which reads as
      follows:

                  "12.1.1 Yield Maintenance Fee.

                        Upon the occurrence of the Supplemental Loan Termination
                  Date, for any reason, the Borrowers shall pay to the Lender a
                  "Supplemental Loan Yield Maintenance Fee" equal to the
                  difference between $325,000 and the combined sum of all
                  interest and fees actually paid to the Lender on account of
                  the Supplemental Loan from the Closing Date to the
                  Supplemental Loan Termination Date, but in no event shall the
                  Supplemental Loan Yield Maintenance Fee be less than zero. The
                  Supplemental Loan Yield Maintenance Fee shall be paid as
                  liquidated damages for the loss by the Lender of the benefit
                  of its bargain with respect to the Supplemental Loan and not
                  as a penalty."

15.   Clause (ii) of the proviso set forth in Section 9.10(e) of the Loan
      Agreement is hereby further amended by deleting the number $2,000,000
      appearing therein, and substituting therefor, $4,000,000. In addition, the
      term "advances" as used in Section 9.10(e), shall be deemed to include all
      standby letters of credit issued for account of the Borrowers and the
      benefit of vendors of Inventory.

16.   A new Section 9.15.1 shall be added to the Loan Agreement which shall read
      as follows:

                  "9.15.1 Excess Availability.

                        At all times prior to the payment of all Obligations
                  arising in respect of the Supplemental Loans, Borrowers shall,
                  for the period commencing from the Closing Date through and
                  including March 9, 2001, to maintain Excess Availability of at
                  least $1,000,000.00, and thereafter, the Borrowers shall,
                  until the Supplemental Loan is irrevocably repaid in full,
                  maintain Excess Availability of at least $1,300,000.00."

17.   A new Section 9.15.2 shall be added to the Loan Agreement which shall read
      as follows:

                  "9.15.2 Minimum Inventory Purchases.

                        At all times prior to the payment of all Obligations
                  arising in respect of the Supplemental Loans, the Borrowers
                  shall not suffer or permit their purchases of Inventory, for
                  any fiscal month (commencing March 5, 2001), to be less than
                  90% of such purchases, for that month, as calculable from the
                  Projections."


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<PAGE>

18.   A new Section 9.15.3 shall be added to the Loan Agreement which shall read
      as follows:

                  "9.15.3 Gross Margin.

                  At all times prior to the payment of all Obligations arising
                  in respect of the Supplemental Loan, the Borrowers shall not
                  suffer or permit their Gross Margin determined monthly at
                  month end on an average quarterly rolling basis (commencing
                  with the fiscal quarter period ending May 5, 2001, as reported
                  to Lender on or before May 18, 2001) to be more than a 1%
                  negative variance from the projected Gross Margin set forth in
                  the Projections.

19.   The Supplemental Loan, and all interest, fees, costs, expenses (including
      reasonable attorney's fees incurred by the Participant), and other charges
      which arise from or in connection therewith or are in any way related
      thereto shall be deemed additional "Obligations" under the terms of the
      Financing Agreements and be secured by all of the Collateral.

20.   At any time prior to the Supplemental Loan Maturity Date, the Participant,
      at the expense of the Borrowers, may participate in and/or observe each
      physical count and/or inventory of so much of the Collateral as consists
      of Inventory which is undertaken by or on behalf of the Borrowers.

21.   The Borrowers, at their own expense, shall cause each location at which
      Inventory is located to have not less than one (1) physical inventory
      prior to the Supplemental Loan Maturity Date to be undertaken, consistent
      with current practice, (the scheduling of which shall be subject to the
      Participant's discretion), conducted by such inventory takers as are
      satisfactory to the Participant and following such methodology as may be
      satisfactory to the Participant. The Borrowers shall provide the
      Participant with a copy of the preliminary result of each such inventory
      (as well as any other physical inventory undertaken by the Borrowers)
      within ten (10) days after its completion. The Borrowers shall provide the
      Participant with a reconciliation of the results of each such inventory
      (as well as any other physical inventory undertaken by the Borrowers) to
      the Borrowers' books and records within thirty (30) days following the
      completion of such inventory. The Participant, in its discretion,
      following the occurrence of an Event of Default, may cause such additional
      inventories to be taken as the Participant determines (each at the expense
      of the Borrowers.

22.   The Participant may, in its discretion, conduct commercial finance audits
      (at the Borrower's expense) of the Borrower's books and records during the
      period in which the Supplemental Loan is outstanding.

23.   The Borrowers shall simultaneously deliver to the Participant copies of
      all financial statements, certificates, reports, notices and other
      documents (including without limitation collateral reports required by
      Section 7.1 of the Loan Agreement) when the Borrowers deliver such
      financial statements, certificates, reports notices and other documents to
      the Lender. The Borrowers further agree that it shall afford the
      Participant access to its books, records, premises and the Collateral to
      the same extent and with such frequency as is afforded to the Lender
      pursuant to the Loan Agreement. In addition, the Borrowers shall promptly
      provide the Participant, upon request, such other and additional
      information concerning the Borrowers, the Collateral, the operation of the
      Borrowers' business, and the Borrowers' financial condition, including
      financial reports and statements, as the Participant may from time to time
      request from the Borrowers.

24.   The following shall be conditions precedent to the effectiveness of the
      Seventh Amendment:

                        (a) Each of the conditions and contained in Sections 4.1
                  and 4.2 of the Loan Agreement are satisfied as of the date
                  hereof and updated to take into account the Supplemental Loan.
                  Each of the representations made by or on behalf of the
                  Borrowers in this Agreement or in any other Financing
                  Agreements or in any other report, statement, document or
                  other paper provided by or on behalf of the Borrowers to the
                  Lender or the Participant shall be true and complete as of the
                  date as of which such representation or warranty was made.
                        (b) All Accounts are within stated invoice terms or with
                  terms acceptable to the Participant, in its sole discretion.
                        (c) The Lender and the Participant have entered into a
                  Participation Agreement on such terms and conditions as are
                  acceptable to each in its sole discretion.
                        (d) Borrower has executed and delivered to the Lender a
                  Power of Attorney and Appointment of Representative on IRS
                  Form 2848 and such other documents and certificates as the
                  Lender may require to perfect and realize upon the Federal Tax
                  Refund.
                        (e) An opinion of counsel to the Borrower.
                        (f) The Participant has received an updated appraisal of
                  the Borrowers' Inventory, in form and substance acceptable to
                  it in its sole discretion.
                        (g) There exists Excess Availability as of the Closing
                  Date of at least $1,000,000.00.
                        (h) Reserved.
                        (i) All fees due at or immediately after the Closing
                  Date and all costs and expenses incurred by the Lender and the
                  Participant in connection with the establishment of the
                  Supplemental Loan contemplated hereby (including the fees and
                  expenses of counsel to the


                                       44
<PAGE>

                  Lender and the Participant) shall have been paid in full.

                        (j) No Event of Default shall then exist.
                        (k) Satisfactory completion of all due diligence by the
                  Participant (including without limitation, commercial finance
                  examinations and appraisals of Inventory), and the Participant
                  is satisfied (in its sole discretion) with the results of such
                  due diligence in all respects.
                        (l) Completion of the legal due diligence investigation
                  by counsel to the Lender and the Participant, with results
                  satisfactory to each such counsel, in their sole discretion in
                  all respects.
                        (m) One Price shall have executed and delivered a
                  Warrant Purchase Agreement in favor of the Participant for the
                  purchase of 60,000 shares of One Price, in such form and
                  substance as is acceptable to the Participant in its sole
                  discretion.
                        (n) The Closing Date shall have occurred on or before
                  February 12, 2001.

25.   In consideration of the amendments and supplements set forth herein,
      Borrowers shall on the date hereof, pay to the Lender or the Lender, at
      its option, may charge the account of the Borrowers maintained by the
      Lender, an amendment fee in the amount of $10,000 which fee is fully
      earned as of the date hereof and shall constitute part of the Obligations.

26.   Borrower confirms and agrees that (a) all representations and warranties
      contained in the Financing Agreements are on the date hereof true and
      correct in all material respects and (b) it is unconditionally and jointly
      and severally liable for the punctual and full payment of all Obligations,
      including, without limitation, all charges, fees, expenses and costs
      (including attorneys' fees and expenses) under the Financing Agreements,
      and that Borrower has no defenses, counterclaims or setoffs with respect
      to full, complete and timely payment of all Obligations.

27.   The Borrowers confirm that the Financing Agreements remain in full force
      and effect without amendment or modification of any kind, except for the
      amendments explicitly set forth herein. The undersigned further confirm
      that no Event of Default or events which with notice or the passage of
      time or both would constitute an Event of Default have occurred and are
      continuing, other than the covenant default waived by Congress herein. The
      execution and delivery of this Amendment by Lender shall not be construed
      as a waiver by Lender of any Event of Default under the Financing
      Agreements. This Amendment shall be deemed to be a Financing Agreement
      and, together with the other Financing Agreements, constitute the entire
      agreement between the parties with respect to the subject matter hereof
      and supersedes all prior dealings, correspondence, conversations or
      communications between the parties with respect to the subject matter
      hereof. This Agreement may be executed in any number of counterparts, but
      all such counterparts shall together constitute but one and the same
      agreement. In making proof of this Amendment, it shall not be necessary to
      produce or account for more than one counterpart thereof signed by each of
      the parties hereto.

28.   This Amendment and the rights and obligations hereunder of each of the
      parties hereto shall be governed by and interpreted in accordance Section
      11.1 or 11.1.1 of the Loan Agreement, as the case may be.

29.   This Amendment shall be binding upon and inure to the benefit of each of
      the parties hereto and their respective successor, assigns and the
      Participant.


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<PAGE>

      Executed under seal on the date set forth above.


ATTEST:                               ONE PRICE CLOTHING STORES, INC.

/s/ Grant H. Gibson                   By: /s/ C. Burt Duren
----------------------------              --------------------------------------
                                          Name: C. Burt Duren
                                                --------------------------------
                                          Title:  Vice President & Treasurer
                                                --------------------------------


                                      ONE PRICE CLOTHING OF PUERTO RICO, INC.

                                      By:    /s/ H. Dane Reynolds
                                          --------------------------------------
                                      Name:  H. Dane Reynolds
                                            ------------------------------------
                                      Title: Sr. Vice President and C.F.O.
                                            ------------------------------------


                                      CONSENTED TO BY:
                                      ONE PRICE CLOTHING US VIRGIN ISLANDS, INC.

                                      By:    /s/ C. Burt Duren
                                          --------------------------------------
                                      Name:  C. Burt Duren
                                            ------------------------------------
                                      Title: Vice President & Treasurer
                                            ------------------------------------

Accepted in Georgia
on February  9, 2001

CONGRESS FINANCIAL CORPORATION
(SOUTHERN)


By: /s/ Morris P. Holloway
    -----------------------------------
    Name: Morris P. Holloway
         ------------------------------
    Title: Senior Vice President
          -----------------------------


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