EMPLOYMENT AGREEMENT


         THIS AGREEMENT,  made and entered into this 12th day of December, 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 Thomas Unrine,  a resident of Dallas,  State of
Texas, 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 Senior  Vice  President,  Merchandising  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
$250,000,  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 30,000 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)      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.

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



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

                           (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 (TBD) for the cost of  interim  living  expenses,  
such  reimbursement  to cover lodging only.

                  (f) Employer  shall pay  Employee up to $60,000 of  documented
expenses for brokerage fees,  closing costs,  double  mortgage  payments and any
similar expenses related to the sale of Employee's  current home and purchase of
a new one (excluding  loan discount  points,  if any). 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 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.

                           (ii)     In the even 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 (6) 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.




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         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 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:
<TABLE>
<S>                      <C>                         <C>
                           To Employer:              One Price Clothing Stores, Inc.
                                                     Post Office Box 2487
                                                     Spartanburg, SC  29304

                           To Employee:              Thomas Unrine
                                                     6622 Waggoner Drive
                                                     Dallas, TX  75230

</TABLE>

         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.


<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/ Keith Holtz                                      By:      /s/ Henry D. Jacobs, Jr.                                (Seal)
                                                              Henry D. Jacobs, Jr.
/s/ Rhonda C. Bishop                                          Chairman of Board of Directors
As to Employer
                                                              "EMPLOYER"
/s/ Rebecca A. Luce                                           /s/ Thomas Unrine                                          (Seal)
                                                              Thomas Unrine, Senior Vice President,
/s/ Joseph Reed                                               Merchandising
As to Employee                                                "EMPLOYEE"
</TABLE>
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