Exhibit 4(d)(13) - Amendment 13 to revolving credit agreement
with Congress Financial

                    AMENDMENT NO. 13 TO FINANCING AGREEMENTS


                                  April 2, 2003



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

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, Amendment No. 6 to Financing Agreements, dated June 30, 2000,
Amendment No. 7 to Financing Agreements, dated February 9, 2001, Amendment No. 8
to Financing Agreements, dated September 13, 2001, Amendment No. 9 to Financing
Agreements, dated November 12, 2001, Amendment No. 10 to Financing Agreements,
dated December 12, 2001, Amendment No. 11 to Financing Agreements, dated January
31, 2002, and Amendment No. 12 to Financing Agreements, dated September 25,
2002, and 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.

         Borrowers have requested that Lender agree to amend certain provisions
of the Loan Agreement. Lender is willing to do so on the terms and conditions
and to the extent set forth herein.

         In consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:

         1. Definitions.

                  (a) Additional Definitions. As used herein, the following
terms shall have the respective meanings given to them below and the Loan
Agreement shall be deemed and is hereby amended to include, in addition and not
in limitation of, each of the following definitions:

                           (i) "Amendment No. 13" shall mean this Amendment No.
13 to Financing Agreements by and among Borrowers and
Lender, as it now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.

                           (ii) "Capitalized Lease Obligations" shall mean any
obligation to pay rent or other amounts under a lease
of (or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a
capital lease obligation under GAAP, and, for the purposes of this Agreement,
the amount of such obligation at any date shall be the capitalized amount
thereof at such date, determined in accordance with GAAP.

                           (iii) "Consolidated Net Income" shall mean, with
respect to any Person, the net income (or loss) of such
Person and its Subsidiaries, on a consolidated basis for such period determined
in accordance with GAAP; provided, that, (A) the net income of any Person in
which such Person or any subsidiary of such Person has an ownership interest
with a third party (other than a person that meets the definition of a
Wholly-Owned Subsidiary) shall be included only to the extent of the amount that
has actually been received by such Person or its Wholly-Owned Subsidiaries in
the form of dividends or other distributions during such period (subject to, in
the case of any dividend or distribution received by a Wholly-Owned Subsidiary
of such person, the restrictions set forth in clause (B) below), and (B) the net
income of any subsidiary of such Person that is subject to any restrictions or
limitation on the payment of dividends or the making of other distributions
shall be excluded to the extent of such restriction or limitation.

                           (iv) "EBITDA" shall mean, as to any Person, with
respect to any period, an amount equal to (A) the
Consolidated Net Income of such Person and its Subsidiaries for such period
determined in accordance with GAAP, plus, (B) depreciation and amortization for
such period (to the extent deducted in the computation of Consolidated Net
Income of such Person), all in accordance with GAAP, plus, (C) Net Interest
Expense of such Person and its Subsidiaries for such period (to the extent
deducted in the computation of Consolidated Net Income of such Person), plus,
(D) charges for Federal, State, local and foreign income taxes for such period
(to the extent deducted in the computation of Consolidated Net Income of such
Person).

                           (v) "Intellectual Property" shall mean, as to each
Borrower, such Borrower's now owned and hereafter
arising or acquired: patents, patent rights, patent applications, copyrights,
works which are the subject matter of copyrights, copyright registrations,
trademarks, trade names, trade styles, trademark and service mark applications,
and licenses and rights to use any of the foregoing; all extensions, renewals,
reissues, divisions, continuations, and continuations-in-part of any of the
foregoing; all rights to sue for past, present and future infringement of any of
the foregoing; inventions, trade secrets, formulae, processes, compounds,
drawings, designs, blueprints, surveys, reports, manuals, and operating
standards; goodwill (including any goodwill associated with any trademark or the
license of any trademark); customer and other lists in whatever form maintained;
and trade secret rights, copyright rights, rights in works of authorship, domain
names and domain name registrations; software and contract rights relating to
software, in whatever form created or maintained.

                           (vi) "Net Interest Expense" shall mean, for any
period, as to any Person and its Subsidiaries, all of the
following as determined in accordance with GAAP: (A) total interest expense,
whether paid or accrued (including the interest component of Capitalized Lease
Obligations for such period), including, without limitation, all bank fees,
commissions, discounts and other fees and charges owed with respect to letters
of credit, banker's acceptances or similar instruments which, in accordance with
GAAP, are required to be accounted for as interest expense minus (B) any net
payments received during such period as interest income received in respect of
its investments in cash and cash equivalents.

                           (vii) "One Price VI Security Agreements" shall mean,
collectively, the following (as the same now exist or
may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced): (A) Amended and Restated Guarantee by One Price VI in favor of Lender
with respect to the obligations of One Price and One Price PR, (B) General
Security Agreement by One Price VI in favor of Lender, (C) UCC financing
statements by and between One Price VI, as debtor and Lender, as secured party
and (D) such other agreements, documents and instruments as Lender may require.

                           (viii) "Projections" shall mean the consolidated and
consolidating forecasts of One Price and its
subsidiaries including (a) balance sheets, (b) profit and loss statements, and
(c) cash flow statements, all prepared on a basis consistent with the historical
financial statements of One Price and its subsidiaries, together with
appropriate supporting details and a statement of underlying assumptions.

                           (ix) "Receivables" shall mean, as to each Borrower,
all of the following now owned or hereafter arising or
acquired property of such Borrower: (a) all Accounts; (b) all amounts at any
time payable to such Borrower in respect of the sale or other disposition by
such Borrower of any Account or other obligation for the payment of money; (c)
all interest, fees, late charges, penalties, collection fees and other amounts
due or to become due or otherwise payable in connection with any Account; (d)
all payment intangibles of such Borrower and other contract rights, chattel
paper, instruments, notes, and other forms of obligations owing to such
Borrower, whether from the sale and lease of goods or other property, licensing
of any property (including Intellectual Property or other general intangibles),
rendition of services or from loans or advances by such Borrower or to or for
the benefit of any third person (including loans or advances to any affiliates
or subsidiaries of such Borrower) or otherwise associated with any Accounts,
Inventory or general intangibles of such Borrower (including, without
limitation, choses in action, causes of action, tax refunds, tax refund claims,
any funds which may become payable to such Borrower in connection with the
termination of any employee benefit plan and any other amounts payable to such
Borrower from any employee benefit plan, rights and claims against carriers and
shippers, rights to indemnification, business interruption insurance and
proceeds thereof, casualty or any similar types of insurance and any proceeds
thereof and proceeds of insurance covering the lives of employees on which such
Borrower is beneficiary).

                           (x) "Second ERF Letter of Credit" shall mean Standby
Letter of Credit No. 151388458 issued by Fleet
National Bank in the stated amount of $1,500,000 for the account of Participant
and for the benefit of Lender which has an expiry date of August 5, 2003.

                           (xi) "UCC" shall mean the Uniform Commercial Code as
in effect in the State of New York, and any successor
statute, as in effect from time to time (except that terms used herein which are
defined in the Uniform Commercial Code as in effect in the State of New York on
the date hereof shall continue to have the same meaning notwithstanding any
replacement or amendment of such statute except as Lender may otherwise
determine.

                           (xii) "Wholly-Owned Subsidiary" shall mean any
subsidiary or such person to the extent all of the Capital
Stock or other ownership interests in such subsidiary (other than (A) directors'
qualifying shares, and (B) an immaterial interest owned by other persons solely
to comply with applicable law) is owned directly or indirectly by such person or
a Wholly-Owned Subsidiary of such person.

         (b) Amendments to Definitions.

                  (i) The definition of "Availability Reserves" set forth in
Section 1.4 of the Loan Agreement is hereby amended to add the following to the
end of such Section as follows:

                  "Commencing on the date of Amendment No. 13, Lender shall
                  release $1,500,000 of the $1,876,000 Availability Reserve
                  being maintained in respect of the Designated Letters of
                  Credit in accordance with Section 1.4(d) of the Loan Agreement
                  (the "Designated Availability Reserve"). On June 27, 2003 and
                  each Friday thereafter through and including August 1, 2003,
                  $250,000 of the Designated Availability Reserve shall be
                  re-imposed (and the Borrower shall have repaid Revolving Loans
                  to the extent necessary to prevent the occurrence of an Event
                  of Default) so that on August 1, 2003, the Designated
                  Availability Reserve shall be $1,876,000. Each re-imposition
                  of the Designated Availability Reserve shall serve to reduce
                  the stated amount of the Second ERF Letter of Credit in a like
                  amount. To the extent that the imposition of any installment
                  of the Designated Availability Reserve causes the outstanding
                  amount of Revolving Loans and Letter of Credit Accommodations
                  to exceed the amount of Revolving Loans and Letter of Credit
                  Accommodations available to Borrowers pursuant to Sections 2.1
                  (other than Section 2.1.2) and 2.2 of the Loan Agreement (as
                  calculated by Lender on the date each such reserve is imposed,
                  subject to sublimits and Availability Reserves as provided for
                  in the Loan Agreement), then Borrowers shall be deemed to have
                  requested that the outstanding amount of the Second
                  Supplemental Loan be increased by the amount of such excess in
                  accordance with Section 2.1.2(a)(ii)(B) hereof; provided,
                  that, all such increases shall not exceed $1,500,000 in the
                  aggregate."

                  (ii) All references to the term "Financing Agreements" in the
Loan Agreement and in any of the other Financing Agreements shall be deemed to
include, in addition and not in limitation, this Amendment No. 13 and the One
Price VI Security Agreements.

                  (iii) The definition of "Second Supplemental Loan Maturity
Date" is hereby amended to delete the reference to "July 31, 2003" and replace
it with "July 31, 2004".

         (c) Interpretation. For purposes of this Amendment, unless otherwise
defined herein, all terms used herein, including, but not limited to, those
terms used and/or defined in the recitals above, shall have the respective
meanings assigned to such terms in the Loan Agreement.

         2. Amendments.

                  (a) Accounts. Section 1.1 of the Loan Agreement is hereby
deleted and replaced as follows:

                  ""Accounts" shall mean, as to each Borrower, all present and
                  future rights of such Borrower to payment of a monetary
                  obligation, whether or not earned by performance, which is not
                  evidenced by chattel paper or an instrument, (a) for property
                  that has been or is to be sold, leased, licensed, assigned, or
                  otherwise disposed of, (b) for services rendered or to be
                  rendered, (c) for a secondary obligation incurred or to be
                  incurred, or (d) arising out of the use of a credit or charge
                  card or information contained on or for use with the card,
                  including, without limitation Credit Card Receivables."

                  (b) Equipment. Section 1.21 of the Loan Agreement is hereby
deleted and replaced as follows:

                  ""Equipment" shall mean, as to each Borrower, all of such
                  Borrower's now owned or hereafter acquired equipment, wherever
                  located, including machinery, data processing and computer
                  equipment and computer hardware and software, whether owned or
                  licensed, and including embedded software, vehicles, tools,
                  furniture, fixtures, all attachments, accessions and property
                  now or hereafter affixed thereto or used in connection
                  therewith, and substitutions and replacements thereof,
                  wherever located."

                  (c) Inventory. Section 1.34 of the Loan Agreement is hereby
deleted and replaced as follows:

                  ""Inventory" shall mean, as to each Borrower, all of such
                  Borrower's now owned and hereafter existing or acquired goods,
                  wherever located, which (a) are leased by such Borrower as
                  lessor; (b) are held by such Borrower for sale or lease or to
                  be furnished under a contract of service; (c) are furnished by
                  such Borrower under a contract of service; or (d) consist of
                  raw materials, work in process, finished goods or materials
                  used or consumed in its business."

                  (d) Maximum Credit. Section 1.39 of the Loan Agreement is
hereby deleted and replaced as follows:

                  ""Maximum Credit" shall mean the sum of: (a) Inventory Loan
 Limit plus (b) the Second Supplemental Loan Limit."

                  (e) Second Supplemental Loan. The definition of "Second
Supplemental Loan" incorporated into the Loan Agreement by Amendment No. 8 is
hereby deleted and replaced as follows:

                  ""Second Supplemental Loan" shall mean the loan(s), in an
                  amount not to exceed the Second Supplemental Loan Limit, made
                  by the Lender to or for the benefit of the Borrowers pursuant
                  to terms and conditions of Section 2.1.2 hereof, as the same
                  may be increased by (a) the amount of any draw by a
                  beneficiary under any Designated Letters of Credit which is
                  not immediately reimbursed by Borrowers to Lender, and (b) the
                  amount of any reimposition of the Designated Availability
                  Reserve pursuant to the terms of this Agreement which would at
                  anytime cause the outstanding amount of Loans and Letter of
                  Credit Accommodations to exceed the amount of Revolving Loans
                  and Letter of Credit Accommodations available to Borrowers
                  pursuant to Sections 2.1 and 2.2 of the Loan Agreement (as
                  calculated by Lender, subject to sublimits and Availability
                  Reserves as provided for in the Loan Agreement). As of the
                  date of Amendment No. 13, the outstanding principal amount of
                  the Second Supplemental Loan is $3,150,000."

                  (f) Second Supplemental Loan Limit. The definition of "Second
Supplemental Loan Limit" incorporated into the Loan Agreement by Amendment No. 8
is hereby deleted and replaced as follows:

                  ""Second Supplemental Loan Limit" shall mean (i) $3,150,000 as
                  automatically reduced by the amount of principal payments
                  required to be made in respect of the Second Supplemental Loan
                  in accordance with Section 2.1.2(c) hereof, on the date such
                  payment is due plus (ii) the amount of any draw by a
                  beneficiary under any Designated Letters of Credit which is
                  not immediately reimbursed by Borrowers to Lender, plus (iii)
                  the amount of any reimposition of the Designated Availability
                  Reserve pursuant to the terms of this Agreement which would at
                  anytime cause the outstanding amount of Loans and Letter of
                  Credit Accommodations to exceed the amount of Revolving Loans
                  and Letter of Credit Accommodations available to Borrowers
                  pursuant to Sections 2.1 and 2.2 of the Loan Agreement (as
                  calculated by Lender, subject to sublimits and Availability
                  Reserves as provided for in the Loan Agreement); provided,
                  that, the sum of (ii) plus (iii) shall not exceed $1,500,000."

                  (g) Designated Letters of Credit. The definition of
"Designated Letters of Credit" incorporated into the Loan Agreement by Amendment
No. 11 is hereby deleted and replaced as follows:

                  ""Designated Letters of Credit" shall mean the Letter of
                  Credit Accommodations issued or opened by Lender for the
                  account of any Borrower or Obligor and listed on Exhibit A to
                  Amendment No. 13."

                  (h) Second Supplemental Loan. Section 2.1.2 of the Loan
Agreement is hereby deleted and replaced as follows:

                  "2.1.2   Second Supplemental Loan.

                           (a) (i) Subject to, and upon the terms and conditions
                  contained in the Agreement and the other Financing Agreements,
                  Lender agreed to make a Second Supplemental Loan to Borrowers
                  in the original principal amount of $4,000,000 on the Closing
                  Date (as such term is defined in Amendment No.8) and the
                  outstanding principal balance of such Second Supplemental Loan
                  is $3,150,000 as of the date of Amendment No. 13.

                                    (ii) Subject to, and upon the terms and
                  conditions contained in the Agreement and the other Financing
                  Agreements, Lender hereby agrees to make additional advances
                  to Borrower after the date of Amendment No. 13 as follows
                  (which advances, if any, shall constitute an additional
                  portion of the Second Supplemental Loan):

                                            (A) in the event that a draw is
honored under any Designated Letters of
                  Credit which is not immediately reimbursed by Borrowers (using
                  the proceeds of Revolving Loans made pursuant to Section 2.1
                  hereof to the extent that there is sufficient availability for
                  Lender to make such Revolving Loans in accordance with Section
                  2.1 hereof or otherwise), Borrowers shall be deemed to have
                  requested an increase in the outstanding amount of the Second
                  Supplemental Loan in an amount equal to the amount of any such
                  draw; and

                                            (B) to the extent that the
imposition of any installment of the Designated
                  Availability Reserve in accordance with Section 1.4 hereof
                  would at any time cause the outstanding amount of Revolving
                  Loans and Letter of Credit Accommodations to exceed the amount
                  of Revolving Loans and Letter of Credit Accommodations
                  available to Borrowers pursuant to Sections 2.1 (other than
                  Section 2.1.2) and 2.2 of the Loan Agreement (as calculated by
                  Lender, subject to sublimits and Availability Reserves as
                  provided for in the Loan Agreement), then Borrowers shall be
                  deemed to have requested that the outstanding amount of the
                  Second Supplemental Loan be increased by the amount of such
                  excess; provided, that, all such increases shall not exceed
                  $1,500,000 in the aggregate.
                                    (iii) The Second Supplemental Loan advances
                  described in subsection (ii) above, together with the
                  outstanding $3,150,000 principal balance of the Second
                  Supplemental Loan (referred to in subsection (i) above) shall,
                  collectively, constitute the Second Supplemental Loan.

                           (b) All of the proceeds of any portion of the Second
                  Supplemental Loan shall be applied to reduce the outstanding
                  principal balance of the Revolving Loans.

                           (c) Borrowers shall make the following principal
                  payments on or before each of the following dates in respect
                  of the Second Supplemental Loan so long as no Event of Default
                  or act, condition or event which with notice or passage of
                  time or both would constitute an event of default exists or
                  has occurred on or as of such date:

                                            Date                         Payment
                                            ----                         -------
                                             8/31/02                     $50,000
                                             9/30/02                     $50,000
                                            10/31/02                    $275,000
                                            11/30/02                     $75,000
                                            12/31/02                    $400,000
                                            12/31/03                    $300,000
                                             4/30/04                    $250,000
                                             5/31/04                    $200,000
                                             6/30/04                    $125,000
                                             7/14/04                    $125,000
                                             7/31/04    Remaining Balance of
                                                        Second Supplemental Loan
                                                        and related Obligations

                           (d) On each Friday, during the period commencing with
                  June 27, 2003 and ending with August 1, 2003, Borrower shall
                  be deemed to have requested Revolving Loans pursuant to
                  Section 2.1 hereof to pay any portion of the Second
                  Supplemental Loan, if any, attributable to Section
                  2.1.2(a)(ii)(B) above and the proceeds of such Revolving Loans
                  shall be applied to that portion of the Second Supplemental
                  Loan to the extent that (i) there is sufficient availability
                  for Lender to make such Revolving Loans in accordance with
                  Section 2.1 hereof, and (ii) on the date of any such payment,
                  and after giving effect thereto, no Event of Default or act,
                  condition or event which with notice or passage of time or
                  both would constitute an event of default exists or has
                  occurred on or as of such date.

                           (e) In addition to the payments provided for in
                  subsection (d) above, on August 4, 2003, Borrower shall be
                  deemed to have requested Revolving Loans pursuant to Section
                  2.1 hereof to pay any increase of the Second Supplemental
                  Loan, if any, attributable to Section 2.1.2(a)(ii)(A) and (B)
                  above and the proceeds of such Revolving Loans shall be
                  applied to that portion of the Second Supplemental Loan to the
                  extent that (i) there is sufficient availability for Lender to
                  make such Revolving Loans in accordance with Section 2.1
                  hereof, and (ii) on the date of any such payment, and after
                  giving effect thereto, no Event of Default or act, condition
                  or event which with notice or passage of time or both would
                  constitute an event of default exists or has occurred on or as
                  of such date.

                           (f) In addition to the mandatory prepayments of the
                  Second Supplemental Loans set forth in Subsection (d) and (e)
                  above, Borrowers may prepay any portion of the Second
                  Supplemental Loan prior to the Second Supplemental Loan
                  Termination Date (subject to Sections 3.4.4 and 12.1.2 hereof)
                  to the extent that on the date of any such prepayment and
                  after giving effect thereto no Event of Default or act,
                  condition or event which with notice or passage of time or
                  both would constitute an event of default exists or has
                  occurred on or as of such date; provided, that, (i) any
                  prepayments made by Borrowers in respect of the Second
                  Supplemental Loan pursuant to this subsection (f) shall be
                  applied to the foregoing installments in the order of their
                  maturity, (ii) any amounts prepaid on account of the Second
                  Supplemental Loan pursuant to this subsection (f) cannot be
                  reborrowed by the Borrowers.

                           (g) The Borrowers shall repay the entire unpaid
                  balance of the Second Supplemental Loan on the Second
                  Supplemental Loan Termination Date."

                  (i) Second Supplemental Loan Extension Fee. A new Section
3.4.10 of the Loan Agreement is hereby added to the end of Section 3.4 as
follows:

                  "3.4.10 Second Supplemental Loan Extension Fee. As
                  compensation for the Lender's agreements hereunder, Borrowers
                  shall pay to Lender, on the date of Amendment No. 13, for the
                  account of Participant, a Second Supplemental Loan Extension
                  Fee in the amount of $75,000. Such fee is fully earned and
                  payable as of the date hereof and may be charged directly to
                  the loan account of Borrowers maintained by Lender."

                  (j) Second ERF Letter of Credit Fees. A new Section 3.4.11 of
the Loan Agreement is hereby added to the end of Section 3.4 as follows:

                  "3.4.11 Second ERF Letter of Credit Fees. Borrowers shall pay
                  to Lender (for the account of Participant) the following
                  non-refundable fees, which shall be fully earned on the dates
                  such fees are payable: (a) a monthly fee of one (1%) of the
                  average daily principal outstanding amount of the Second ERF
                  Letter of Credit payable on the date hereof and, thereafter,
                  on the first day of each month commencing May 1, 2003 and
                  ending on the expiration date of the Second ERF Letter of
                  Credit, pro-rated for partial months and (b) a fee equal to
                  the fees and costs charged by the issuer of the Second ERF
                  Letter of Credit to Participant in connection with the
                  issuance and maintenance of the Second ERF Letter of Credit,
                  due monthly in advance on the first day of each month prior to
                  the expiration date of the Second ERF Letter of Credit,
                  pro-rated for partial months."

                  (k) Security Interest. Section 5 of the Loan Agreement is
hereby deleted and replaced as follows:

                  "5.1 Grant of Security Interest. To secure payment and
                  performance of all Obligations, each Borrower hereby grants to
                  Lender, and confirms, reaffirms and restates its prior grant
                  to Lender of, a continuing security interest in, a lien upon,
                  and a right of set off against, and hereby assigns to Lender,
                  as security, all personal and real property and fixtures and
                  interests in property and fixtures of each Borrower, whether
                  now owned or hereafter acquired or existing, and wherever
                  located (together with all other collateral security for the
                  Obligations at any time granted to or held or acquired by
                  Lender from either Borrower or any Obligor, collectively, the
                  "Collateral"), including:

                  (a)      all Accounts;

                  (b)      all general intangibles, including, without
                           limitation, all Intellectual Property;

                  (c)      all goods, including, without limitation, Inventory
                           and Equipment (other than motor vehicles);

                  (d)      all Real Property and fixtures; provided, that, in
                           the case of Real Property acquired after the date
                           hereof, the security interest in and lien hereby
                           intended to be granted by Borrowers shall be further
                           evidenced and/or effectuated by a mortgage or deed of
                           trust or deed to secure debt satisfactory to Lender,
                           contemporaneously with the purchase of such hereafter
                           acquired Real Property;

                  (e)      all chattel paper (including all tangible and
                           electronic chattel paper);

                  (f)      all instruments (including all promissory notes);

                  (g)      all documents;

                  (h)      all deposit accounts;

                  (i)      all letters of credit, banker's acceptances and
                           similar instruments and including all
                           letter-of-credit rights;

                  (j)      all supporting obligations and all present and future
                           liens, security interests, rights, remedies, title
                           and interest in, to and in respect of Receivables and
                           other Collateral, including (i) rights and remedies
                           under or relating to guaranties, contracts of
                           suretyship, letters of credit and credit and other
                           insurance related to the Collateral, (ii) rights of
                           stoppage in transit, replevin, repossession,
                           reclamation and other rights and remedies of an
                           unpaid vendor, lienor or secured party, (iii) goods
                           described in invoices, documents, contracts or
                           instruments with respect to, or otherwise
                           representing or evidencing, Receivables or other
                           Collateral, including returned, repossessed and
                           reclaimed goods, and (iv) deposits by and property of
                           account debtors or other persons securing the
                           obligations of account debtors;

                  (k)      all investment property (including securities,
                           whether certificated or uncertificated, securities
                           accounts, security entitlements, commodity contracts
                           or commodity accounts) and all monies, credit
                           balances, deposits and other property of each
                           Borrower now or hereafter held or received by or in
                           transit to Lender or Participant or their respective
                           affiliates or at any other depository or other
                           institution from or for the account of each Borrower,
                           whether for safekeeping, pledge, custody,
                           transmission, collection or otherwise;

                  (l)      all commercial tort claims, including, without
                           limitation, those identified in the Information
                           Certificate;

                  (m)      to the extent not otherwise described above, all
                           Receivables;

                  (n)      all Records; and

                  (o)      all products and proceeds of the foregoing, in any
                           form, including insurance proceeds and all claims
                           against third parties for loss or damage to or
                           destruction of or other involuntary conversion of any
                           kind or nature of any or all of the other Collateral.

                  Section 5.2    Perfection of Security Interests.

                           (a) Each Borrower irrevocably and unconditionally
                  authorizes Lender (or its agent) to file at any time and from
                  time to time such financing statements with respect to the
                  Collateral naming Lender or its designee as the secured party
                  and any Borrower or any affiliate of any Borrower as debtor,
                  as Lender may require, and including any other information
                  with respect to any Borrower or otherwise required by part 5
                  of Article 9 of the Uniform Commercial Code of such
                  jurisdiction as Lender may determine, together with any
                  amendment and continuations with respect thereto, which
                  authorization shall apply to all financing statements filed
                  on, prior to or after the date hereof. Each Borrower hereby
                  ratifies and approves all financing statements naming Lender
                  or its designee as secured party and any Borrower as debtor
                  with respect to the Collateral (and any amendments with
                  respect to such financing statements) filed by or on behalf of
                  Lender prior to the date hereof and ratifies and confirms the
                  authorization of Lender to file such financing statements (and
                  amendments, if any). Each Borrower hereby authorizes Lender to
                  adopt on behalf of Borrowers any symbol required for
                  authenticating any electronic filing. In the event that the
                  description of the Collateral in any financing statement
                  naming Lender as the secured party and any Borrower as debtor
                  includes assets and properties of such Borrower that do not at
                  any time constitute Collateral, whether hereunder, under any
                  of the other Financing Agreements or otherwise, the filing of
                  such financing statement shall nonetheless be deemed
                  authorized by such Borrower to the extent of the Collateral
                  included in such description and it shall not render the
                  financing statement ineffective as to any of the Collateral or
                  otherwise affect the financing statement as it applies to any
                  of the Collateral. In no event shall Borrowers at any time
                  file, or permit or cause to be filed, any correction statement
                  or termination statement with respect to any financing
                  statement (or amendment or continuation with respect thereto)
                  naming Lender or its designee as secured party and any
                  Borrower as debtor.

                           (b) Neither of Borrowers has any chattel paper
                  (whether tangible or electronic) or instruments as of the date
                  hereof, except with respect to loans to employees permitted
                  under Section 9.10(c) hereof. In the event that any Borrower
                  shall be entitled to or shall receive any chattel paper or
                  instrument after the date hereof, such Borrower shall promptly
                  notify Lender thereof in writing. Promptly upon the receipt
                  thereof by or on behalf of any Borrower (including by any
                  agent or representative), such Borrower shall deliver, or
                  cause to be delivered to Lender, all tangible chattel paper
                  and instruments that such Borrower may at any time acquire,
                  accompanied by such instruments of transfer or assignment duly
                  executed in blank as Lender may from time to time specify, in
                  each case except as Lender may otherwise agree. At Lender's
                  option, each Borrower shall, or Lender may at any time on
                  behalf of any of Borrowers, cause the original of any such
                  instrument or chattel paper to be conspicuously marked in a
                  form and manner acceptable to Lender with the following legend
                  referring to chattel paper or instruments as applicable: "This
                  [chattel paper][instrument] is subject to the security
                  interest of Congress Financial Corporation (Southern), as
                  Lender and any sale, transfer, assignment or encumbrance of
                  this [chattel paper][instrument] violates the rights of such
                  secured party."

                           (c) In the event that any Borrower shall at any time
                  hold or acquire an interest in any electronic chattel paper or
                  any "transferable record" (as such term is defined in Section
                  201 of the Federal Electronic Signatures in Global and
                  National Commerce Act or in Section 16 of the Uniform
                  Electronic Transactions Act as in effect in any relevant
                  jurisdiction), such Borrower shall promptly notify Lender
                  thereof in writing. Promptly upon Lender's request, each
                  Borrower shall take, or cause to be taken, such actions as
                  Lender may reasonably request to give Lender control of such
                  electronic chattel paper under the UCC and control of such
                  transferable record under Section 201 of the Federal
                  Electronic Signatures in Global and National Commerce Act or,
                  as the case may be, Section 16 of the Uniform Electronic
                  Transactions Act, as in effect in such jurisdiction.

                           (d) Neither of Borrowers has any deposit accounts as
                  of the date hereof, except as set forth in Schedule 6.3
                  hereof. No Borrower shall, directly or indirectly, after the
                  date hereof open, establish or maintain any deposit account
                  unless each of the following conditions is satisfied: (i)
                  Lender shall have received not less than five (5) Business
                  Days prior written notice of the intention of such Borrower to
                  open or establish such account which notice shall specify in
                  reasonable detail and specificity acceptable to Lender the
                  name of the account, the owner of the account, the name and
                  address of the bank at which such account is to be opened or
                  established, the individual at such bank with whom such
                  Borrower is dealing and the purpose of the account, (ii) the
                  bank where such account is opened or maintained shall be
                  acceptable to Lender, and (iii) on or before the opening of
                  such deposit account, such Borrower shall, as Lender may
                  specify, either (A) deliver to Lender a deposit account
                  control agreement with respect to such deposit account duly
                  authorized, executed and delivered by such Borrower and the
                  bank at which such deposit account is opened and maintained or
                  (B) arrange for Lender to become the customer of the bank with
                  respect to the deposit account on terms and conditions
                  acceptable to Lender. The terms of this subsection (d) shall
                  not apply to deposit accounts specifically and exclusively
                  used for payroll, payroll taxes and other employee wage and
                  benefit payments to or for the benefit of any Borrower's
                  salaried employees.

                           (e) Neither of Borrowers owns or holds, directly or
                  indirectly, beneficially or as record owner or both, any
                  investment property, as of the date hereof, or have any
                  investment account, securities account, commodity account or
                  other similar account with any bank or other financial
                  institution or other securities intermediary or commodity
                  intermediary as of the date hereof, in each case except as set
                  forth in Schedule 5.2(e) hereof.

                                    (i) In the event that any Borrower shall be
                  entitled to or shall at any time after the date hereof hold or
                  acquire any certificated securities, such Borrower shall
                  promptly endorse, assign and deliver the same to Lender,
                  accompanied by such instruments of transfer or assignment duly
                  executed in blank as Lender may from time to time specify. If
                  any securities, now or hereafter acquired by any Borrower are
                  uncertificated and are issued to any Borrower or its nominee
                  directly by the issuer thereof, such Borrower shall
                  immediately notify Lender thereof and shall, as Lender may
                  specify, either (A) cause the issuer to agree to comply with
                  instructions from Lender as to such securities, without
                  further consent of any Borrower or such nominee, or (B)
                  arrange for Lender to become the registered owner of the
                  securities.

                                    (ii) Neither of Borrowers shall, directly or
                  indirectly, after the date hereof open, establish or maintain
                  any investment account, securities account, commodity account
                  or any other similar account (other than a deposit account)
                  with any securities intermediary or commodity intermediary
                  unless each of the following conditions is satisfied: (A)
                  Lender shall have received not less than five (5) Business
                  Days prior written notice of the intention of any Borrower to
                  open or establish such account which notice shall specify in
                  reasonable detail and specificity acceptable to Lender the
                  name of the account, the owner of the account, the name and
                  address of the securities intermediary or commodity
                  intermediary at which such account is to be opened or
                  established, the individual at such intermediary with whom
                  such Borrower is dealing and the purpose of the account, (B)
                  the securities intermediary or commodity intermediary (as the
                  case may be) where such account is opened or maintained shall
                  be acceptable to Lender, and (C) on or before the opening of
                  such investment account, securities account or other similar
                  account with a securities intermediary or commodity
                  intermediary, each Borrower shall, as Lender may specify,
                  either (1) execute and deliver, and cause to be executed and
                  delivered to Lender, an Investment Property Control Agreement
                  with respect thereto duly authorized, executed and delivered
                  by any of Borrowers and such securities intermediary or
                  commodity intermediary or (2) arrange for Lender to become the
                  entitlement holder with respect to such investment property on
                  terms and conditions acceptable to Lender.

                           (f) Neither of Borrowers is the beneficiary or
                  otherwise entitled to any right to payment under any letter of
                  credit, banker's acceptance or similar instrument as of the
                  date hereof. In the event that any Borrower shall be entitled
                  to or shall receive any right to payment under any letter of
                  credit, banker's acceptance or any similar instrument, whether
                  as beneficiary thereof or otherwise after the date hereof,
                  such Borrower shall promptly notify Lender thereof in writing.
                  Such Borrower shall immediately, as Lender may specify, either
                  (i) deliver, or cause to be delivered to Lender, with respect
                  to any such letter of credit, banker's acceptance or similar
                  instrument, the written agreement of the issuer and any other
                  nominated person obligated to make any payment in respect
                  thereof (including any confirming or negotiating bank), in
                  form and substance satisfactory to Lender, consenting to the
                  assignment of the proceeds of the letter of credit to Lender
                  by Borrowers and agreeing to make all payments thereon
                  directly to Lender or as Lender may otherwise direct or (ii)
                  cause Lender to become, at Borrowers' expense, the transferee
                  beneficiary of the letter of credit, banker's acceptance or
                  similar instrument (as the case may be).

                           (g) Neither of Borrowers has any commercial tort
                  claims as of the date hereof. In the event that any Borrower
                  shall at any time after the date hereof have any commercial
                  tort claims (for which the amount of the claim of a Borrower
                  has a value in excess of $10,000), such Borrower shall
                  promptly notify Lender thereof in writing, which notice shall
                  (i) set forth in reasonable detail the basis for and nature of
                  such commercial tort claim and (ii) include the express grant
                  by such Borrower to Lender of a security interest, in such
                  commercial tort claim (and the proceeds thereof). In the event
                  that such notice does not include such grant of a security
                  interest, the sending thereof by such Borrower to Lender shall
                  be deemed to constitute such grant to Lender. Upon the sending
                  of such notice, any commercial tort claim described therein
                  shall constitute part of the Collateral and shall be deemed
                  included therein. Without limiting the authorization of Lender
                  provided in Section 5.2(a) hereof or otherwise arising by the
                  execution by Borrowers of this Agreement or any of the other
                  Financing Agreements, Lender is hereby irrevocably authorized
                  from time to time and at any time to file such financing
                  statements naming Lender or its designee as secured party and
                  each Borrower as debtor, or any amendments to any financing
                  statements, covering any such commercial tort claim as
                  Collateral. In addition, each Borrower shall promptly upon
                  Lender's request, execute and deliver, or cause to be executed
                  and delivered, to Lender such other agreements, documents and
                  instruments as Lender may require in connection with such
                  commercial tort claim.

                           (h) Neither of Borrowers has any goods, documents of
                  title or other Collateral in the custody, control or
                  possession of a third party as of the date hereof except for
                  goods in transit to a location of any Borrower permitted
                  herein in the ordinary course of business of Borrowers in the
                  possession of the carrier transporting such goods. In the
                  event that any goods, documents of title or other Collateral
                  are at any time after the date hereof in the custody, control
                  or possession of any other person, Borrowers shall promptly
                  notify Lender thereof in writing. Promptly upon Lender's
                  request, each Borrower shall deliver to Lender a Collateral
                  Access Agreement duly authorized, executed and delivered by
                  such person and such Borrower.

                                    (i) Borrowers shall take any other actions
                  reasonably requested by Lender from time to time to cause the
                  attachment, perfection and first priority of, and the ability
                  of Lender to enforce, the security interest of Lender in any
                  and all of the Collateral, including, without limitation, (i)
                  executing, delivering and, where appropriate, filing financing
                  statements and amendments relating thereto under the UCC or
                  other applicable law, to the extent, if any, that Borrower's
                  signature thereon is required therefor, (ii) causing Lender's
                  name to be noted as secured party on any certificate of title
                  for a titled good if such notation is a condition to
                  attachment, perfection or priority of, or ability of Lender to
                  enforce, the security interest of Lender in such Collateral,
                  (iii) complying with any provision of any statute, regulation
                  or treaty of the United States as to any Collateral if
                  compliance with such provision is a condition to attachment,
                  perfection or priority of, or ability of Lender to enforce,
                  the security interest of Lender in such Collateral, (iv)
                  obtaining the consents and approvals of any governmental
                  authority or third party, including, without limitation, any
                  consent of any licensor, lessor or other person obligated on
                  Collateral, and taking all actions required by any earlier
                  versions of the UCC or by other law, as applicable in any
                  relevant jurisdiction."

                  (l) Collateral Reporting.

                           (i) Section 7.1(a) of the Loan Agreement is amended
to add the following to the end of such subsection as
follows:

                  "(v) a detailed report of the Value of the Inventory Borrowers
have received during such week;"

                           (ii) Section 7.1(b) of the Loan Agreement is amended
to:

                                    (A) delete subsection (iv) thereof and
replace it as follows:

                  "(iv) reports of net sales for each category of Inventory".

                                    (B) add the following to the end of such
subsection as follows:

                  "(vi) a gross margin report for each Borrower in form and
                  substance satisfactory to Lender, (viii) a detailed report of
                  the Value of the Inventory Borrowers have received during such
                  fiscal month;"

                           (iii) Section 7.1 of the Loan Agreement is amended to
add the following subsection (e) to the end thereof
after subsection (d):

                           "(e) on a quarterly basis or more frequently as
                           Lender may request, a gross margin report for each
                           Borrower in form and substance satisfactory to
                           Lender."

                  (m) Inventory Covenants. Section 7.3(d) of the Loan Agreement
is hereby deleted and replaced as follows:

                  "(d) upon Lender's request, (i) Borrowers shall, at their
                  expense, no more than two (2) times in any twelve (12) month
                  period (at times to mutually agreed to by Borrowers and
                  Lender), but at any time or times as Lender may request on or
                  after an Event of Default, deliver or cause to be delivered to
                  Lender written reports or appraisals as to the Inventory in
                  form, scope and methodology acceptable to Lender and by an
                  appraiser acceptable to Lender, addressed to Lender or upon
                  which Lender is expressly permitted to rely and, (ii)
                  Borrowers shall (to the extent that Borrowers have not been
                  requested by Lender to deliver an appraisal as described in
                  Section (d)(i) hereof in the previous three (3) month period),
                  at their expense, no more than one (1) time per fiscal quarter
                  of Borrowers, deliver or cause to be delivered to Lender, a
                  "desktop" appraisal prepared by such an appraiser commencing
                  with the fiscal quarter of Borrowers ending on August 2,
                  2003;"

                  (n) Transactions with Affiliates. Section 9.12(a) of the Loan
                  Agreement is hereby amended to delete such Section and replace
                  it as follows:

                  "(a) purchase, acquire or lease any property from, or sell,
                  transfer or lease any property to, any officer, employee,
                  shareholder, director, agent or any other affiliate of such
                  Borrower, except for (i) sales of Inventory to or purchases of
                  Inventory by a Borrower, as to which the selling or purchase
                  price is not less than the cost thereof to the seller thereof,
                  (ii) retail or sample sales to employees in the ordinary
                  course of business, or (iii) sales of Inventory by a Borrower
                  to One Price VI as to which the selling or purchase price is
                  not less than the cost thereof to such Borrower and the
                  intercompany receivables arising from such sales shall not
                  exceed, in the aggregate, $400,000 at any time."

                  (o) Adjusted Net Worth. Section 9.14 of the Loan Agreement is
                  hereby deleted and replaced as follows:

                  "9.14 Intentionally deleted as of February 1, 2003."

                  (p) Working Capital. Section 9.15 of the Loan Agreement is
hereby deleted and replaced as follows:

                  "9.15 Intentionally deleted as of February 1, 2003."

                  (q) Excess Availability. Section 9.15.1 of the Loan Agreement
                  is hereby amended to delete subsection (c) thereof and replace
                  it as follows:

                  "(c) for the period commencing January 1, 2003 and at all
                  times thereafter, maintain Excess Availability of not less
                  than the sum of: (i) $1,500,000 plus (ii) the amount of any
                  increase in the Second Supplemental Loan Limit pursuant to
                  subsection (ii) of the definition of "Second Supplemental Loan
                  Limit"."

                  (r) Additional Financial Covenants. Section 9.15 of the Loan
                  Agreement is hereby amended to add the following new Section
                  9.15.2 on to the end thereof as follows:

                  "9.15.2 Additional Financial Covenants.

                           (a) EBITDA.

                                    (i) Borrowers, collectively, shall for each
                  fiscal quarter ending on the date listed below, have EBITDA in
                  the aggregate amount of not less than the amount listed
                  opposite each such fiscal quarter:




                           Fiscal Quarter Ending                       EBITDA

                           August 2, 2003                     $ 2,717,500
                           November 1, 2003                   $(5,298,300)
                           January 31, 2004                   $ 1,830,100

                  The Parentheticals above indicate that the number is negative.

                                    (ii) For each fiscal quarter ending on or
                  after the last date listed above, Borrowers, collectively,
                  shall have EBITDA for such fiscal quarter of, in the
                  aggregate, not less than ninety (90%) percent of the
                  Projections for such period delivered by Borrowers to Lender
                  pursuant to Section 7(f) of Amendment No. 13, which
                  Projections must be acceptable to Lender.

                           (b) Minimum Gross Margins.

                                    (i) Borrowers, collectively, shall for each
                  fiscal quarter ending on the date listed below, maintain gross
                  margins for such fiscal quarter (calculated at the end of each
                  fiscal quarter) of not less than the amount listed opposite
                  each such fiscal quarter:

                           Fiscal Quarter Ending            Gross Margin

                           August 2, 2003                     33.85%
                           November 1, 2003                   31.45%
                           January 31, 2004                   33.76%

                                    (ii) For each fiscal quarter ending on or
                  after the last date listed above, Borrowers, collectively,
                  shall maintain a gross margin for such fiscal quarter of not
                  less than ninety (90%) percent of the Projections for such
                  period delivered by Borrowers to Lender pursuant to Section
                  7(f) of Amendment No. 13, which Projections must be acceptable
                  to Lender.

                           (c) Monthly Net Sales.

                                    (i) Borrowers, collectively, shall for each
                  fiscal month ending on the date listed below, have net sales
                  for such fiscal month of not less than the amount listed
                  opposite each such fiscal month:


                           Month                              Net Sales

                           April 5, 2003             $24,650,000
                           May 3, 2003               $26,350,000
                           May 31, 2003              $25,500,000
                           July 5, 2003              $29,750,000
                           August 2, 2003            $21,250,000
                           August 30, 2003           $20,825,000
                           October 4, 2003           $21,845,000
                           November 1, 2003          $17,510,000
                           November 29, 2003         $19,635,000
                           January 3, 2004           $35,785,000
                           January 31, 2004          $14,450,000

                                    (ii) For each fiscal month ending on or
                  after the last date listed above, Borrowers, collectively,
                  shall have net sales for such fiscal month of not less than
                  eighty-five (85%) of the Projections for such period delivered
                  by Borrower to Lender pursuant to Section 7(f) of Amendment
                  No. 13, which Projections must be acceptable to Lender.

                           (d) Monthly Inventory Receipts.

                                    (i) Borrowers, collectively, shall for each
                  fiscal month ending on the date listed below, receive
                  Inventory with a Value of not less than the amount listed
                  opposite each such fiscal month:

                           Month                              Inventory Receipts

                           April 5, 2003                      $15,841,875
                           May 3, 2003                        $14,391,860
                           May 31, 2003                       $12,903,170
                           July 5, 2003                       $12,423,685
                           August 2, 2003                     $12,088,275

                                    (ii) For each fiscal month ending on or
                  after the last date listed above, Borrowers, collectively,
                  shall, for such period, receive Inventory with a Value of not
                  less than eighty-five (85%) of the Projections for such period
                  delivered by Borrowers to Lender pursuant to Section 7(g) of
                  Amendment No. 13, which Projections must be acceptable to
                  Lender."

                  (s) Events of Default. In addition to the Events of Default
set forth in the Loan Agreement and the other Financing Agreements, the
occurrence of any of the following shall also constitute an Event of Default:

                           (i) if the Second ERF Letter of Credit shall be void
or invalid or the validity thereof shall be contested
by the issuer with request thereto or by a Borrower or ERF or any other
applicant with respect thereto, or

                           (ii) the issuer of the Second ERF Letter of Credit
shall fail to honor any properly presented draw
thereunder in accordance with its terms, or deny it has any further liability or
obligation thereunder or shall revoke, terminate or purport to revoke or
terminate it, or

                           (iii) any injunctive relief or restraining order is
sought or granted which does or would, if granted,
limit or impair the right of Lender to draw under the Second ERF Letter of
Credit in accordance with the terms thereof or retain any funds drawn
thereunder, or

                           (iv) the failure of Lender to receive the items set
forth in Section 7(a)(i), (ii), (iii), (iv) and (v)
hereof by no later than April 15, 2003 or the failure of Lender to have a valid,
perfected and enforceable first priority security interest in, and lien upon,
the Collateral of One Price VI by no later than April 15, 2003 upon the
recordation of any required financing statements.

Upon the occurrence of any such Event of Default described in (i), (ii) or (iii)
above, Lender shall, in addition to all other rights and remedies available to
Lender under any of the Financing Agreements, be entitled to immediately
re-impose the $1,500,000 of the Designated Availability Reserves previously
released pursuant to Section 1(b)(i) of this Amendment No. 13, to the extent not
otherwise previously re-imposed. Upon the occurrence of any such Event of
Default described in (iv) above, Lender shall, in addition to all other rights
and remedies available to Lender under any of the Financing Agreements, be
entitled to immediately re-impose a portion of the Designated Availability
Reserve in the amount of the payment or draw referred to in (iv) above.

                  (t) Remedies. Section 10.2 of the Loan Agreement is hereby
amended by adding the following subsections 10.2(e), 10.2(f) and 10.2(g) at the
end thereof:

                           "(e) Lender may, at any time or times that an Event
                  of Default exists or has occurred and is continuing, (i)
                  notify any or all account debtors and other Obligors in
                  respect thereof that the Receivables have been assigned to
                  Lender and that Lender has a security interest therein and
                  Lender may direct any or all accounts debtors and other
                  Obligors to make payment of Receivables directly to Lender,
                  (ii) extend the time of payment of, compromise, settle or
                  adjust for cash, credit, return of merchandise or otherwise,
                  and upon any terms or conditions, any and all Receivables or
                  other obligations included in the Collateral and thereby
                  discharge or release the account debtor or any other party or
                  parties in any way liable for payment thereof without
                  affecting any of the Obligations, (iii) demand, collect or
                  enforce payment of any Receivables or such other obligations,
                  but without any duty to do so, and Lender shall not be liable
                  for its or their failure to collect or enforce the payment
                  thereof nor for the negligence of its or their agents or
                  attorneys with respect thereto and (iv) take whatever other
                  action Lender may in good faith deem necessary or desirable
                  for the protection of its interests. At any time that an Event
                  of Default exists or has occurred and is continuing, at
                  Lender's request, all invoices and statements sent to any
                  account debtor shall state that the Accounts and such other
                  obligations have been assigned to Lender and are payable
                  directly and only to Lender and Borrowers shall deliver to
                  Lender such originals of documents evidencing the sale and
                  delivery of goods or the performance of services giving rise
                  to any Accounts as Lender may require. In the event any
                  account debtor returns Inventory when an Event of Default
                  exists or has occurred and is continuing, Borrowers shall,
                  upon Lender's request, hold the returned Inventory in trust
                  for Lender, segregate all returned Inventory from all of its
                  other property, dispose of the returned Inventory solely
                  according to Lender's instructions, and not issue any credits,
                  discounts or allowances with respect thereto without Lender's
                  prior written consent.

                           (f) To the extent that applicable law imposes duties
                  on Lender to exercise remedies in a commercially reasonable
                  manner (which duties cannot be waived under such law), each
                  Borrower acknowledges and agrees that it is not commercially
                  unreasonable for Lender (i) to fail to incur expenses
                  reasonably deemed significant by Lender to prepare Collateral
                  for disposition or otherwise to complete raw material or work
                  in process into finished goods or other finished products for
                  disposition, (ii) to fail to obtain third party consents for
                  access to Collateral to be disposed of, or to obtain or, if
                  not required by other law, (iii) to fail to obtain consents of
                  any Governmental Authority or other third party for the
                  collection or disposition of Collateral to be collected or
                  disposed of, (iv) to fail to exercise collection remedies
                  against account debtors, secondary Obligors or other persons
                  obligated on Collateral or to remove liens or encumbrances on
                  or any adverse claims against Collateral, (v) to exercise
                  collection remedies against account debtors and other persons
                  obligated on Collateral directly or through the use of
                  collection agencies and other collection specialists, (vi) to
                  advertise dispositions of Collateral through publications or
                  media of general circulation, whether or not the Collateral is
                  of a specialized nature, (vii) to contact other persons,
                  whether or not in the same business as any Borrower, for
                  expressions of interest in acquiring all or any portion of the
                  Collateral, (viii) to hire one or more professional
                  auctioneers to assist in the disposition of Collateral,
                  whether or not the collateral is of a specialized nature, (ix)
                  to dispose of Collateral by utilizing Internet sites that
                  provide for the auction of assets of the types included in the
                  Collateral or that have the reasonable capability of doing so,
                  or that match buyers and sellers of assets, (x) to dispose of
                  assets in wholesale rather than retail markets, (xi) to
                  disclaim disposition warranties, (xii) to purchase insurance
                  or credit enhancements to insure Lender against risks of loss,
                  collection or disposition of Collateral or to provide to
                  Lender a guaranteed return from the collection or disposition
                  of Collateral, or (xiii) to the extent deemed appropriate by
                  Lender, to obtain the services of other brokers, investment
                  bankers, consultants and other professionals to assist Lender
                  in the collection or disposition of any of the Collateral.
                  Each Borrower acknowledges that the purpose of this Section is
                  to provide non-exhaustive indications of what actions or
                  omissions by any Borrower would not be commercially
                  unreasonable in the exercise by Lender of remedies against the
                  Collateral and that other actions or omissions by Lender shall
                  not be deemed commercially unreasonable solely on account of
                  not being indicated in this Section. Without limitation of the
                  foregoing, nothing contained in this Section shall be
                  construed to grant any rights to any Borrower or to impose any
                  duties on Lender that would not have been granted or imposed
                  by this Agreement or by applicable law in the absence of this
                  Section.

                           (g) For the purpose of enabling Lender to exercise
                  the rights and remedies hereunder, Borrower and each Obligor
                  hereby grants to Lender, to the extent assignable, an
                  irrevocable, non-exclusive license (exercisable at any time an
                  Event of Default shall exist or have occurred and for so long
                  as the same is continuing) without payment of royalty or other
                  compensation to Borrower or any Obligor, to use, assign,
                  license or sublicense any of the trademarks, service-marks,
                  trade names, business names, trade styles, designs, logos and
                  other source of business identifiers and other Intellectual
                  Property and general intangibles now owned or hereafter
                  acquired by any Borrower or Obligor, wherever the same maybe
                  located, including in such license reasonable access to all
                  media in which any of the licensed items may be recorded or
                  stored and to all computer programs used for the compilation
                  or printout thereof, provided, that, such license shall
                  terminate on the date that Lender has received final payment
                  and satisfaction in full of all of the Obligations in
                  immediately available funds and this Agreement has been
                  terminated."

         3. Schedule 6.3 to the Loan Agreement. The existing Schedule 6.3 to the
Loan Agreement is hereby replaced with Schedule 6.3 constituting Exhibit C to
this Amendment No. 13 and all references to such Schedule in the Loan Agreement
or any other Financing Agreement shall refer to such schedule as so replaced.

         4. Amendment Fee. In addition to all other fees, charges, interest and
expenses payable by Borrower to Lender, Borrower shall pay to Lender a fee for
entering into this Amendment in the amount equal to $100,000, which fee is fully
earned and payable as of the date hereof and may be charged directly to the loan
account of Borrower maintained by Lender.

         5. Conditions Precedent. The effectiveness of the amendments set forth
herein are further conditioned upon the satisfaction of each of the following
conditions precedent in a manner satisfactory to Lender:

                  (a) No Event of Default, or act, condition or event which with
notice or passage of time or both would constitute an Event of Default shall
exist or have occurred;

                  (b) Lender shall have received the original Second ERF Letter
of Credit;

                  (c) Lender shall have received a true and correct copy of any
consent, waiver or approval to or of this Amendment, which any Borrower or One
Price VI is required to obtain from any other Person, and such consent, approval
or waiver shall be in form and substance satisfactory to Lender;

                  (d) Lender shall have received a letter agreement, dated on or
about the date hereof, by and among Borrowers, One Price VI and Lender, duly
authorized, executed and delivered by each Borrower and One Price VI;

                  (e) Lender shall have received an original of the Amended and
Restated Participation Agreement, dated on or about the date hereof, by and
between Lender and Enhanced Retail Funding, LLC, duly authorized, executed and
delivered by Enhanced Retail Funding, LLC;

                  (f) Lender shall have received the fee referred to in Section
4 hereof; and

                  (g) Lender shall have received an original of this Amendment,
duly authorized, executed and delivered by each Borrower and One Price VI.

         6. Additional Representations, Warranties and Covenants. Each Borrower
represents, warrants and covenants with and to Lender as follows, which
representations, warranties and covenants are continuing and shall survive the
execution and delivery hereof, and the truth and accuracy of, or compliance with
each, together with the representations, warranties and covenants in the other
Financing Agreements, being a continuing condition of the making of Loans by
Lender to Borrower:

                  (a) All of the representations and warranties set forth in the
         Loan Agreement and the other Financing Agreements, each as amended
         hereby, are true and correct in all material respects on and as of the
         date hereof as if made on the date hereof, except to the extent any
         such representation or warranty is made as of a specified date, in
         which case such representation or warranty shall have been true and
         correct as of such date.

                  (b) No Event of Default or act, condition or event which with
         notice or passage of time or both would constitute an Event of Default
         exists or has occurred as of the date of this Amendment (after giving
         effect to the amendments to the Financing Agreements made by this
         Amendment).

                  (c) This Amendment has been duly executed and delivered by
         each Borrower and is in full force and effect as of the date hereof and
         the agreements and obligations of each Borrower contained herein
         constitute legal, valid and binding obligations of such Borrower
         enforceable against such Borrower in accordance with their respective
         terms.

                  (d) Each Borrower and One Price VI do not have and shall not
         have any property or other interest in the Second ERF Letter of Credit
         or in any funds available or drawn thereunder.

                  (e) Borrowers and One Price VI shall take such steps and
         execute and deliver, and cause to be executed and delivered, to Lender,
         such additional UCC financing statements and termination statements,
         and other and further agreements, documents and instruments as Lender
         may require in order to more fully evidence, perfect and protect
         Lender's security interest in the Collateral of One Price VI.

                  (f) None of the transactions contemplated by this Amendment
         violate or will violate any applicable law or regulation, or do or will
         give rise to a default or breach under any agreement to which any
         Borrower or One Price VI is a party or by which any of their property
         is bound.

                  (g) Borrowers and One Price VI are not aware of the existence
         or occurrence of any act, condition or event which would permit the
         beneficiary under the Designated Letter of Credit identified on Exhibit
         A hereto to make a draw thereunder and such beneficiary has not advised
         Borrowers or One Price VI on or prior to the date hereof that it
         intends to make any draw thereunder.

         7. Additional Items to Be Delivered. Borrowers and One Price VI hereby
agree that, in addition to all other terms, conditions and provisions set forth
in the other Financing Agreements, Borrowers and One Price VI shall deliver or
cause to be delivered to Lender, the following, in form and substance
satisfactory to Lender, as soon as possible, but in any event, by no later than
the dates listed below:



                  (a) by April 15, 2003, each of the following:

                           (i) an Information Certificate, dated as of the date
hereof, with respect to One Price VI, duly authorized,
executed and delivered by One Price VI;

                           (ii) each of the One Price VI Security Agreements, as
duly authorized, executed and delivered by the
parties thereto;

                           (iii) all consents, waivers, acknowledgments and
other agreements from third persons which Lender may deem
necessary or desirable in order to permit, protect and perfect its security
interests in and liens upon the Collateral of One Price VI or to effectuate the
provisions of the One Price VI Security Agreements, Amendment No. 13 and the
other Financing Agreements, including, without limitation, acknowledgments by
lessors, mortgagees, warehousemen and processors of Lender's security interests
in the Collateral of One Price VI, waivers by such persons of any Liens or other
claims by such persons to the Collateral of One Price VI and agreements
permitting Lender access to, and the right to remain on, the premises to
exercise its rights and remedies and otherwise deal with the Collateral of One
Price VI;

                           (iv) (A) a copy of the formation documents of One
Price VI, and all amendments thereto, certified by the
Secretary of State or comparable office of the United States Virgin Islands as
of the most recent practicable date certifying that each of the foregoing
documents remains in full force and effect and has not been modified or amended,
except as described therein, (B) a copy of its By-Laws or comparable documents
certified by the Secretary of One Price VI, and (C) a certificate from the
secretary of One Price VI dated the date hereof certifying: (1) that each of the
foregoing documents remains in full force and effect, and have not been modified
or amended, except as described therein, (2) as to incumbency of certain
officers, and (3) evidencing the adoption and subsistence of corporate
resolutions approving the execution, delivery and performance by One Price VI of
the One Price VI Security Agreements;

                           (v) UCC, Federal and State tax lien and judgment
searches against One Price VI in all relevant
jurisdictions, as determined by Lender;

                           (vi) an original of the Pledge and Security
Agreement, date on or about the date hereof, by One Price in
favor of Lender with respect to all of the issued and outstanding Capital Stock
of One Price PR and One Price VI, duly authorized, executed and delivered by One
Price;

                           (vii) the original stock certificates representing
one hundred (100%) percent of the issued and outstanding
shares of Capital Stock of each of One Price PR and One Price VI, together with
the original stock powers, duly executed in blank with respect to such shares
and the appropriate corporate authorizations with respect thereto; and

                           (viii) Credit Card Agreements and similar agreements
to which a Borrower or One Price VI is a party;

                  (b) by April 22, 2003,

                           (i) original good standing certificates (or its
equivalent) from the Secretary of State (or comparable
official) from each jurisdiction where One Price VI conducts business; and

                           (ii) evidence of insurance and loss payee
endorsements required under the Financing Agreements with respect
to Borrowers and One Price VI, in form and substance reasonably satisfactory to
Lender, and certificates of insurance policies and/or endorsements naming Lender
as loss payee;

                  (c) by May 1, 2003,

                           (i) the opinion letters of counsel to Borrowers with
respect to the execution and enforcement of the One
Price VI Security Agreements;

                           (ii) the original opinion letters of counsel to
Borrowers with respect to the execution, perfection and
enforcement pledge of all of the shares of the Capital Stock of One Price PR and
One Price VI and such other matters as Lender may require, duly authorized,
executed and delivered by counsel to Borrowers;

                           (iii) Credit Card Acknowledgments from all Credit
Card Issuers or Credit Card Processors who are parties to
any Credit Card Agreement or similar agreement to which One Price VI is a party;
and

                           (iv) any agreements between the depository banks
listed on Schedule 6.3 hereto and a Borrower or One Price
VI as required under Section 6.3 of the Loan Agreement which have not been
previously delivered to Lender;

                  (d) by May 15, 2003, written reports or appraisals with
respect to the value of the leasehold interests of each Borrower or One Price
VI, in form, scope and methodology acceptable to Lender and by an appraiser
acceptable to Lender, addressed to Lender or upon which Lender is expressly
permitted to rely;

                  (e) by August 15, 2003, an Amended and Restated Loan and
Security Agreement by and among Borrowers, One Price VI and Lender and such
other amended and restated Financing Agreements or related deliveries as Lender
may request;

                  (f) by no later than December 31st of each calendar year
ending after the date hereof, the Projections for the next immediately
succeeding fiscal year of Borrowers;

                  (g) by no later than each June 30th and December 31st of each
fiscal year of Borrowers, the Projections with respect to Value of Inventory to
be received by Borrowers for each of the six months immediately following such
date;

                  (h) at any time, upon Lender's request, a Borrower or One
Price VI shall use best efforts to promptly deliver to Lender each of the
following, duly authorized, executed and delivered by the parties thereto: (i) a
leasehold mortgage or deed of trust with respect to any leasehold interest
requested by Lender, (ii) a title insurance policy with respect to such
leasehold mortgage or deed of trust issued by a title company acceptable to
Lender with respect thereto, (iii) the legal opinion of counsel to Borrowers or
One Price VI with respect thereto and such other matters as Lender may request,
(iv) mortgagee's consent, estoppel certificate, landlord agreement or other
agreement with respect to such leasehold interest or premises, and (v) such
other or further agreements, documents or instruments related thereto as Lender
may request.

         8. Miscellaneous.

                  (a) Additional Events of Default. The parties hereto
acknowledge, confirm and agree that the failure of Borrowers or One Price VI to
comply with any of the covenants, conditions and agreements contained herein
shall constitute an Event of Default under the Financing Agreements.

                  (b) Entire Agreement; Ratification and Confirmation of the
Financing Agreements. This Amendment contains the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior or
contemporaneous term sheets, proposals, discussions, negotiations,
correspondence, commitments and communications between or among the parties
concerning the subject matter hereof. This Amendment may not be modified or any
provision waived, except in writing signed by the party against whom such
modification or waiver is sought to be enforced. Except for those provisions
specifically modified or waived pursuant hereto, the Financing Agreements are
hereby ratified, restated and confirmed by the parties hereto as of the
effective date hereof. To the extent of conflict between the terms of this
Amendment and the Financing Agreements, the terms of this Amendment shall
control.

                  (c) Governing Law. This Amendment and the rights and
obligations hereunder of each of the parties hereto shall be governed by and
interpreted and determined in accordance with the internal laws of the State of
Georgia but excluding any principles of conflicts of law or other rule of law
that would cause the application of the law of any jurisdiction other than the
laws of the State of Georgia.

                  (d) Binding Effect. This Amendment shall be binding upon and
inure to the benefit of each of the parties hereto and their respective
successors and assigns.



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

<PAGE>



                  (e) Counterparts. This Amendment may be executed in any number
of counterparts, but all of 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.

         By the signature hereto of each of their duly authorized officers, all
of the parties hereto mutually covenant and agree as set forth herein.

                                Very truly yours,

                                   CONGRESS FINANCIAL CORPORATION
                                   (SOUTHERN)

                                             By:  /s/ Barry M. Dolin
                                                  ------------------------------

                                             Title:  Vice President




AGREED AND ACCEPTED:

ONE PRICE CLOTHING STORES, INC.

By:  /s/ C. Burt Duren
     ---------------------------------------

Title: Vice President - Finance and Treasurer


ONE PRICE CLOTHING OF PUERTO RICO, INC.

By:  /s/ C. Burt Duren
     ---------------------------------------

Title: Vice President - Finance and Treasurer


CONSENTED TO AND AGREED:

ONE PRICE CLOTHING - U.S. VIRGIN ISLANDS, INC.

By:  /s/ C. Burt Duren
     ---------------------------------------

Title: Vice President - Finance and Treasurer


<PAGE>




                                    EXHIBIT A
                                       TO
                    AMENDMENT NO. 13 TO FINANCING AGREEMENTS


                          Designated Letters of Credit


LC Number                          LC Expiry Date                     LC Amount

SM411241P                          January 01, 2010                   $1,876,000





<PAGE>




                                    EXHIBIT B
                                       TO
                    AMENDMENT NO. 13 TO FINANCING AGREEMENTS

                      New Schedule to Loan Agreement 5.2(e)

                                 [See Attached]


<PAGE>




                                    EXHIBIT C
                                       TO
                    AMENDMENT NO. 13 TO FINANCING AGREEMENTS

                       New Schedule 6.3 to Loan Agreement

                                 [See Attached]