"EMPLOYER"




EXHIBIT 10(q) Employment Agreement dated November 10, 1997 and amendments to 
Employment Agreement dated April 16, 1998 and January 14, 1999 between the 
Registrant and A. J. Nepa

                              EMPLOYMENT AGREEMENT



         THIS AGREEMENT,  made and entered into this 10th day of November, 1997,
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  Alphonse  J. Nepa,  currently  a resident  of
Charlotte,State of North Carolina, 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 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
$215,000,  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.


<PAGE>




                           (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 moving
expenses and interim  living and travel  expenses as set forth in the attachment
hereto, entitled "OFFER OF EMPLOYMENT";

             (f)  Employer  shall pay  Employee up to a total of  $(20,000)
for:  (i)  documented  expenses  for  brokerage  fees (up to 6%),and any similar
expenses  related  to  the  sale  of  Employee's  current  home  and  (ii)  loan
origination  fees (up to 1%) for the purchase of a new one. 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,  Employer shall continue  Employee's  salary
                  following  Employee's  termination  for six (6)  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 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.


         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 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 "Off-price" retail apparel
business whose price points and/or customer base could  reasonably be considered
in competition with the business of Employer,  either now or at the time of such
termination.  Ceiling  price  points and single  price point  concepts  shall be
included. 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:             Alphonse John Nepa
                                       4630 Montibello Drive
                                       Charlotte, NC 28226

         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  expressly  confirms,
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.  Employee  further  represents and
warrants that, to his knowledge, no litigation is pending or has been threatened
against  Employee or Employer as a result of Employee  accepting a position with
Employer.  Employee agrees to defend and indemnify  Employer against any and all
claims  by third  parties  against  Employer  arising  out of  Employee's  prior
employment.

         11. Release.  In the event of  termination,  and in  consideration  for
Employer's agreements  hereunder,  Employee agrees to execute a release in favor
of Employer in form and substance reasonably satisfactory to Employer.

         12.  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.

         13.  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 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.

         14.   COUNTERPARTS.   This   Agreement  may  be  executed  in  one  or
more counterparts, all of which taken together shall constitute one instrument.

         15.  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.

         16. 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.

         17.  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.


Witnesses:                                    One Price Clothing Stores, Inc.

/s/ Diane O'Bryant                            /s/  By: Larry I. Kelley    (SEAL)
                                                   Larry I. Kelley
                                                   President & CEO
As to Employer
                                                   "EMPLOYER"

/s/  Jill DuVze Nepa                         /s/  Alphonse John Nepa     (SEAL)
                                                  Alphonse John Nepa
                                                  Senior Vice President,
                                                  Merchandising

As to Employee                                       "EMPLOYEE"

         First Amendment to Employment Agreement Dated November 10, 1997
          by and between One Price Clothing Stores, Inc. and A. J. Nepa



On November 10, 1997 Alophonse J. Nepa ( "Mr.Nepa" or  "Employee")  entered into
an employment  contract (the "Agreement")  with One Price Clothing Stores,  Inc.
("One Price" or "Employer").  Employer and Employee wish to amend such Agreement
as follows:

The Agreement  currently  provides for payments upon termination under the first
sentence in section 4. (g) (i) 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".

The  foregoing  provision  is hereby  amended by adding the  following  sentence
immediately after such first sentence in Section 4 (g) (i) of the Agreement:


     "In addition,  provided  Employee has diligently  pursued another  position
following his  involuntary  termination,  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 and Employee is continuing to pursue  diligently
another  position.  Employer  shall be entitled to receive from  Employee,  upon
request, reasonable proof of such diligent effort(s) to pursue another position,
failing which, such additional six months of salary shall cease."

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
16th day of April, 1998.

One Price Clothing Stores                           Alphonse J. Nepa
By: /s/ Larry I. Kelley                            /s/ Alphonse J. Nepa
      Larry I. Kelley                              "EMPLOYEE"
       President and C.E.O.
       "EMPLOYER"


Amendment to Employment Agreement Dated November 10, 1997, as Previously
                          Amended as of April 16, 1998

     Reference  is made to the  Employment  Agreement  dated as of November  10,
1997, as previously  amended as of April 16, 1998  ("Agreement")  by and between
One Price Clothing Stores, Inc.  ("Employer") and Alphonse J. Nepa ("Employee").
The Agreement is hereby amended to add the following  provisions relating to (i)
termination  of employment by Employee for "good reason"  following a "Change of
Control" (as  hereinafter  defined);  (ii) amendment of the Agreement to provide
for a term agreement  through January 31, 2002 in lieu of the existing Section 2
employment at will provision;  and, (iii) addition of a provision  calling for a
change in compensation to be effective February 1, 1999.


 First Amendment -   The following new Section 4 (h) is added to the Agreement:

     4 (h). Change of Control - In the event the Employee's  employment with the
Company is terminated by the Employer without Cause, or for "Good Reason" by the
Employee,  within  24  months  after a  "Change  of  Control"  of  Employer  (an
"Employment  Event"),  then Employer shall pay to Employee,  in one lump sum, an
amount equal to eighteen  (18) months  severance  pay rather than the maximum of
twelve  (12) months  severance  pay  currently  provided  for in the  Agreement.
Termination for "Good Reason" shall be deemed to have occurred, and the Employee
shall be entitled to the benefits of this provision, if the Employee voluntarily
terminates his employment after 30 days written notice to Employer and following
the  occurrence of any of the following  events,  provided a "Change of Control"
has occurred: (i) the assignment to the Employee of any duties inconsistent with
the  highest  position   (including  status,   offices,   titles  and  reporting
requirements),  authority,  duties or responsibilities  attained by the Employee
during  the  period of his  employment  with the  Employer  or any action by the
Employer which results in a material  diminishment in such position,  authority,
duties or responsibilities as were in effect immediately prior to the "Change of
Control"; (ii) a decrease in the Employee's compensation (including base salary,
bonus or fringe  benefits);  (iii)  relocation  by Employer of the Employee more
than 50 miles outside of the Greenville/Spartanburg  area of South Carolina; or,
(iv) failure of any successor of the Employer to comply with this Agreement.  In
consideration  for the benefits  conferred to Employee under this provision,  in
the absence of an Employment  Event Employee  agrees to continue his employment,
following a "Change of Control," for a minimum period of six months.

In addition,  should a "Change of Control"  occur,  all stock options granted by
Employer  to  Employee,  and not yet  expired as of the date of such  "Change of
Control,"  shall  become  immediately  exercisable.  In such  event,  the normal
expiration date shall apply to such options,  provided,  however,  that Employee
shall  have 90  days to  exercise  such  options  in the  event  of  termination
following an Employment Event.

For  purposes  hereof,  "Change  of  Control"  shall be deemed to have  occurred
following either of the following two events:

(iii)        A change in the Board of Directors of the Company,  with the result
             that the members of the Board,  as elected by the  stockholders  of
             the Company on June 10,  1998  ("Incumbent  Directors"),  no longer
             constitute a majority of such Board,  provided  that any person who
             becomes a director and whose  appointment or election was supported
             by a majority of the  Incumbent  Directors  shall be  considered an
             Incumbent Director for purposes hereof; or,

(iv)         The  occurrence  of a Section 11 (a) (ii) Event,  as defined in the
             Shareholder  Rights  Agreement,  dated  November  3, 1994,  between
             Wachovia  Bank of  North  Carolina,  N.A.,  as  Rights  Agent,  and
             Employer ("Rights  Agreement"),  provided,  however, that for these
             purposes the applicable percentage for a Change of Control to arise
             from a  change  in  stock  ownership  shall  be 40%  and not 20% as
             provided for in the Rights Agreement.


     Second  Amendment-  Section 2 of the  Agreement  is hereby  deleted  in its
entirety and the following provision inserted in its place:

2.  Term Agreement.  Effective as of the date hereof, Employee's employment with
Employer shall continue through January 31, 2002,  unless terminated as provided
for in the Agreement.  In the event Employee elects to leave voluntarily  during
the period of such term employment (or any extension  thereof),  Employee agrees
to give Employer a minimum of 90 days notice prior to leaving and agrees to work
closely with Employer in such event to assist, as requested,  in the recruitment
and transition of a new General Merchandise Manager.


     Third Amendment - The following Section 18 is added to the Agreement.

     18. It is  understood  and  agreed  that  Employee  shall  receive a salary
adjustment which shall be effective February 1, 1999.


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

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 14
day of January, 1999.

One Price Clothing Stores, Inc.                   Alphonse J. Nepa

/s/ Larry I. Kelley                              /s/ Alphonse J. Nepa
By:  Larry I. Kelley                                "EMPLOYEE"
Title:  President & CEO
"EMPLOYER"