First  Amendment to Employment  Agreement Dated
                           January  16,  1995  (the   "Agreement")  by  and
                                between One Price Clothing Stores, Inc.
                          ("Employer") and Stephen A. Feldman ("Employee")

                             --------------------------------------------

The  Agreement  is hereby  amended  by  eliminating  Section  4.  (g)(ii) of the
Agreement in its entirety and replacing it with the following language:

    (ii) In the event Employee has not taken a position with another  Company by
    the end of six months from the date of Employee's  involuntary  termination,
    Employer  shall pay to Employee up to an  additional  six 96) months  salary
    continuation on a bi-weekly basis as long as other employment has not begun.

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

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement this 20th
day of January, 1997.
<TABLE>
<S>                                                                        <C>       <C>
Witness:
                                                                           One Price Clothing Stores, Inc.

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

/s/ Grant H. Gibson                                                                   /s/ Stephen A. Feldman
                                                                                      Stephen A. Feldman
                                                                                                  "EMPLOYEE"
</TABLE>

<PAGE>





                                               EMPLOYMENT AGREEMENT

               THIS  AGREEMENT,  made and entered into this 16th day of January,
1995, 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 Stephen A. Feldman,  a resident of
Lincoln, State of Rhode Island, 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 agree as follows:

               1.  EMPLOYMENT.  Subject  to the  terms  and  conditions  of this
Agreement, Employer employs Employee as its Chief Financial Officer 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
$225,000,  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.





                   (c) Special Stock Option. Employee shall be granted an option
for 20,000 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 full-time work.

                   (d)  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.


<PAGE>



                       (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.

                   (e)  Moving Expenses.  Employer shall reimburse Employee for:

                       (i) Employer agrees to reimburse Employee for air travel
up to eight (8) round trip airline tickets, other than first-class, to and from
Greenville/Spartanburg, SC/Providence, RI.

                       (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 six (6) months for the cost of interim  living  
expenses,  such  reimbursement  to cover lodging only. Total cost of interim 
living expenses not to exceed $4,000.00.

                    (iv)  Employer  agrees to  reimburse  Employee  for lodging,
meals,  etc., for a maximum of three (3) trips, which includes the actual moving
event.

                   (f) Employer  shall pay Employee up to $35,000 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.

                   (g)  Payments Upon Termination.

            (i) In the event Employee is terminated by Employer, with or without
cause,  except for fraud,  theft,  dishonesty or criminal  intent,  and provided
Employee  has been  continuously  employed  for a period  of ninety  (90)  days,
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.

           (ii) In the event  Employee  has not taken a  position  with  another
Company  by the  end of six  months  from  the  date of  Employee's  involuntary
termination, Employer shall pay to Employee up to an additional three (3) months
salary  continuation  on a bi-weekly  basis so long as other  employment has not
begun.

          (iii) 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.

           (iv) 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 (e) and paragraph
(f) above.

            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


<PAGE>



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 or without  cause,  Employee
will not for a period of one (1) year 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:                    Stephen A. Feldman
                                                  14 Fair Oaks Drive
                                                  Lincoln, RI 02865.

               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.


          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 AMENDMENT.  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


<PAGE>



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>      <C>

Witnesses:                                                          One Price Clothing Stores, Inc.

/s/ Ethan Shapiro                                                   By:       /s/ Henry D. Jacobs, Jr. (SEAL)
                                                                              Henry D. Jacobs, Jr.
/s/ Diane G. O'Bryant                                                         Chairman of Board of Directors
As to Employer
                                                                                     "EMPLOYER"

/s/Rebecca Luce                                                              /s/ Stephen A. Feldman (SEAL)
                                                                             Stephen A. Feldman
/s/ Keith Holtz
As to Employee                                                                        "EMPLOYEE"
</TABLE>

<PAGE>