First Amendment to Employment Agreement Dated March 30, 1992
               by and between One Price Clothing Stores, Inc. and Ron Swedin
                       ------------------------------------------------

On March 30,  1992 Ron Swedin  ("Mr.  Swedin"  or  "Employee")  entered  into an
employment contract (the "Agreement") with One Price Clothing Stores, Inc. ("One
Price" or  "Employer").  The Agreement  provides for payments  upon  termination
under the first sentence in section 4.(h) as follows:

               "In the event Employee is terminated by Employer, with or without
cause,  except for fraud, theft,  dishonesty or criminal intent,  Employer shall
continue  Employee's  salary  following  Employee's   termination  for  six  (6)
additional  months at the annual base salary in effect at the date of Employee's
termination, payable in accordance with Employer's usual payroll practices."

Employer  and  Employee  wish to amend  this  forgoing  provision  by adding the
following sentence immediately after such first sentence in Section 4 (h) of the
Agreement:

               "In addition, in the event Employee has not taken a position with
another  Company  by the end of such six  months  from  the  date of  Employee's
involuntary termination,  Employer shall pay to Employee up to an additional six
(6) months salary  continuation on a bi-weekly basis so long as other employment
has not begun."

Except as provided for herein by the foregoing  amendment,  the Agreement  shall
continue unchanged and in full force and effect.

IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of this
4th day of February, 1997.
<TABLE>
<S>                                                    <C>
Witness:                                                 One Price Clothing Stores, Inc.

/s/  Dianne O'Bryant                                     By: /s/ Henry D. Jacobs, Jr.
                                                              Henry D. Jacobs, Jr.
                                                              Chairman, President and C.E.O.
                                                                         "EMPLOYER"

/s/ Patti S. Taylor                                           /s/ Ron Swedin
                                                              Ron Swedin
                                                                    "EMPLOYEE"

</TABLE>
<PAGE>



                                                   EMPLOYMENT AGREEMENT


               THIS  AGREEMENT,  made and  entered  into this 30th day of March,
1992, by and between One Price  Clothing  Stores,  Inc., a Delaware  corporation
with its principal  place of business in  Spartanburg  County,  South  Carolina,
hereinafter   referred  to  as  "Employer,"  and  Ron  Swedin,   a  resident  of
Bloomingdale, State of New Jersey, hereinafter referred to as "Employee."

                                               W I T N E S S E T H :

               For and in  consideration of the mutual covenants and promises of
the parties hereto and the benefits inuring to the parties hereto,  Employer and
Employee agrees as follows:

        1.  EMPLOYMENT.  Subject to the terms and conditions of this  Agreement,
employer  employs  Employee as its Vice President of Stores and Employee accepts
such  employment with Employer.  The employment  hereunder shall commence on the
date Employee reports for full time work, and shall continue until terminated as
hereinafter provided.

     2.  TERMINATION.  The employment  hereunder  shall terminate at the will of
either party at any time, with or without cause, or upon the mutual agreement of
the  parties  hereto.  3. DUTIES OF  EMPLOYEE.  Employee  shall  serve  Employer
faithfully  and to the best of his ability.  Employee shall devote his full time
and efforts to his duties as an employee of Employer.
        4.       COMPENSATION AND BENEFITS.

                 (a) Salary.  For all services  rendered to Employer  under this
Agreement,  Employer  shall pay  Employee an annual base salary of not less than
$160,000,  subject  to annual  review,  payable  in  bi-weekly  installments  in
accordance  with the  usual  payroll  practice  of  Employer,  less all  legally
required deductions.

                 (b)  Bonus.  In  addition  to the  above  salary,  the Board of
Directors of Employer,  in its sole discretion,  may award to Employee an annual
bonus in  accordance  with a bonus  plan that has been  adopted  by the Board of
Directors.  Employee shall be entitled to a first year minimum bonus of $16,000,
provided Employee is actively employed by Employer at January 31, 1993.

                 (c) Special Stock Option.  Employee  shall be granted an option
for 15,000 shares of  Employer's  common stock at the market price on the day of
grant,  exercisable twenty (20%) percent annually  commencing twelve (12) months
from the day of grant.  This option shall be granted on the day Employee reports
for fulltime work.

                 (d) Automobile. Employer shall provide Employee with the use of
an  automobile,  with a value not to exceed  $25,000.00.  In addition,  Employer
agrees to take care of maintenance,  insurance, gas and oil, etc. Adjustment for
personal use shall be accounted for under  appropriate  Internal Revenue Service
Regulations.




<PAGE>


     (e) Other Benefits.  (i) During the term of his employment,  Employee shall
be entitled to participate in all employee benefits as are customarily  provided
to its officers by Employer,  and to participate in such other employee benefits
as may from time to time be instituted by  Employer's  Board of Directors.  (ii)
Employee  shall also be  entitled  to  reimbursement  of all  reasonable  hotel,
travel,  entertainment and other business expenses actually incurred by Employee
in  the  course  of  Employee's   employment  upon  submission  to  Employer  of
satisfactory   documentation  thereof.  (f)  Moving  Expenses.   Employer  shall
reimburse Employee for: (i) Employer agrees to reimburse Employee for air travel
up to six (6) round trip airline tickets,  other than  first-class,  to and from
Greenville/Spartanburg,  SC/New York, NY or Newark,  NJ. (ii)  Transportation of
household goods and effects,  and not more than two (2) automobiles.  (iii) Upon
reporting  for work  Employer  agrees to reimburse  Employee for up to three (3)
months for the cost of interim  living  expenses,  such  reimbursement  to cover
lodging only.  Total cost of interim living expenses not to exceed $2,500.  (iv)
Employer agrees to reimburse Employee for lodging, meals, etc., for a maximum of
three (3) trips,  which includes the actual moving event. (g) Employer shall pay
Employee up to $30,000 of documented
expenses for brokerage fees, closing costs, double mortgage payments and any and
all  other  related  relocation  expenses.   This  payment  will  be  made  upon
presentation of documentation on or after the first day of employment.

                 (h)  Payments  Upon  Termination.  In  the  event  Employee  is
terminated  by  Employer,  with our  without  cause,  except for  fraud,  theft,
dishonesty  or  criminal  intent,  Employer  shall  continue  Employee's  salary
following  Employee's  termination  for six (6) additional  months at the annual
base  salary  in  effect  at the  date of  Employee's  termination,  payable  in
accordance  with  Employer's  usual  payroll  practices.  In the event  Employee
voluntarily  terminates his employment with Employer, he shall be entitled to no
additional  payment upon such termination other than any then accrued but unpaid
salary, vacation pay, or other normal reimbursement items. In the event Employee
shall  voluntarily  terminate his  employment  with Employer  prior to his first
anniversary of employment, Employee shall reimburse Employer fifty (50%) percent
of payments  received for moving expenses and relocation  expense  reimbursement
set forth in paragraph (f) and paragraph (g) above.



<PAGE>



        5.  CONFIDENTIAL  INFORMATION.  Employee  acknowledges  that  during his
employment  he will have access to  confidential  information  belonging  to the
Employer.  Such  confidential  information  shall  consist  of  all  information
disclosed to Employee as a result of employment by Employer not generally  known
in the  retail  business  in which  Employer  is engaged  including  information
concerning  Employer's suppliers,  including the costs,  quantities and types of
goods supplied,  and the identity of such suppliers;  information concerning the
Employer's  marketing  and/or sales strategy or plans;  real estate strategy and
expansion plans;  all pricing  information  relating to merchandise  offered for
sale by Employer;  customers' list and all  information  dealing with customers'
needs or preferences; all data processing information; all financial information
including financial statements,  financing plans and forecasts,  and any and all
information  designated  or marked  as  confidential.  Employee  will not use or
disclose,  or otherwise make  available,  such  confidential  information to any
other person or entity without prior express written consent of Employer, either
during or following the termination of Employee's  employment.  Upon termination
of  employment,  Employee  shall turn over to Employer all property  then in his
possession  or custody  belonging to Employer and shall not retain any copies or
reproductions  of  correspondence,   memoranda,  reports,  notebooks,  drawings,
photographs, or other documents relating in any way to the affairs of Employer.

        6.       NON-COMPETITION.

                 (a) Upon  termination of Employee's  employment  with Employer,
whether  voluntary or involuntary  and whether with our without cause,  Employee
will not for a period of three (3) years from date of such  termination  conduct
or engage in, directly or indirectly, alone or jointly, with any other person or
corporation as agent,  consultant,  employee,  manager,  purchaser,  proprietor,
stockholder,  co- partner,  or otherwise,  any type of retail  apparel  business
which uses the one price concept or a substantially  similar concept,  such as a
ceiling price point. This restriction applies to the continental United States.

                 (b)  Employee  agrees not to employ or cause to be employed any
other  employee  of Employer  for a period of three (3) years  after  Employee's
termination  of  employment.  This  restriction  applies to any type of business
which Employee may enter.

        7.  NOTICES.  All  notices,  consents,  changes  of  address  and  other
communications (hereinafter referred to as "Notice(s)") required or permitted to
be made under the terms of this  Agreement  shall be in writing and shall be (i)
personally  delivered by an agent of the relevant Party, or (ii)  transmitted by
postage prepaid, certified or registered mail:

     To  Employer:  One  Price  Clothing  Stores,  Inc.  Post  Office  Box  2487
Spartanburg,  SC 29304 To  Employee:  Ron Swedin  Bloomingdale,  NJ 8. WAIVER OF
BREACH.  The waiver of Employer of a breach by Employee of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
by  Employee.  No waiver  shall be valid  unless in  writing  and  signed by any
authorized officer of Employer.  9. ASSIGNMENT.  Employee  acknowledges that the
services  to be  rendered  by  Employee  are unique and  personal.  Accordingly,
Employee may not assign any of  Employee's  rights or delegate any of Employee's
duties or  obligations  under this  Agreement.  The rights  and  obligations  of
Employer under this  Agreement  shall inure to the benefit of and all be binding
upon the Employer, and its successors and assigns. 55
<PAGE>



     10.  REPRESENTATIONS  AND WARRANTIES.  Employee  represents and warrants to
Employer  that he is under no  obligation  to or bound by any contract  with any
person, corporation or other entity which would prohibit or in any way interfere
with the  performance  of his  duties and  obligations  to  Employer  under this
Agreement.  11.  SEVERABILITY.  If any provision of this Agreement as applied to
either party or to any  circumstance  shall be adjudged by a court to be invalid
or  unenforceable,  the same shall in no way affect any other  provision of this
Agreement,   or  the  application  of  each  provision  to  any  other  fact  or
circumstances. 12. ENTIRE AGREEMENT,  MODIFICATION OR AMENDMENTS. This Agreement
constitutes  the entire  agreement  of the parties  with  respect to its subject
matter and supersedes all prior oral or written  agreements.  This Agreement may
be modified or amended from time to time by the mutual  agreement of the parties
hereto.  No  modification  or amendment of this Agreement  shall be binding upon
either  party  unless it is in writing and  executed  by the party  sought to be
charged.  13.  COUNTERPARTS.  This  Agreement  may be  executed  in one or  more
counterparts,  all of which taken together shall constitute one instrument.  14.
CAPTIONS.  The captions  contained in this Agreement are for reference  purposes
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.  15. GOVERNING LAW. This Agreement shall be governed by and construed
in  accordance  with the laws of the  State of South  Carolina,  without  giving
effect to South  Carolina's  rules of conflicts of law,  and  regardless  of the
place or places of its physical execution and performance. 16. ENFORCEMENT. This
Agreement may only be enforced in a court of
competent jurisdiction in Spartanburg County, South Carolina. Employee agrees to
submit to the  jurisdiction of a court of competent  jurisdiction in Spartanburg
County,  South  Carolina,  whether or not then residing in South  Carolina.  The
prevailing  party shall be entitled to recover  from the other party the cost of
any court action, including reasonable attorneys fees.

        IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.
<TABLE>
<S>                                                                     <C>
Witnesses:                                                              One Price Clothing Stores, Inc.
/s/ Diane O'Bryant                                                      By:  /s/ Henry D. Jacobs, Jr.               (Seal)
                                                                        Henry D. Jacobs, Jr.
                                                                        Chairman of Board of Directors
As to Employer
                                                                        "EMPLOYER"
/s/ J. Coursen                                                          /s/ Ron Swedin
(Seal)
As to Employee                                                          Ron Swedin
                                                                        "EMPLOYEE"
</TABLE>
<PAGE>