Exhibit 10(t)(4) Amendment to Common Stock Warrant Agreement dated January 31,
2002 by and between the Registrant and Enhanced Retail Funding, LLC.



NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER
OR OTHER DISPOSITION OF THIS WARRANT OR SAID SHARES MAY BE EFFECTED WITHOUT (i)
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, OR (ii) AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT AN EXEMPTION
FROM REGISTRATION UNDER SAID ACT IS AVAILABLE.

-------------------- ----------------------------------- -----------------------
Date of Issue:         STOCK PURCHASE WARRANT                No. of Shares:
-------------------- ----------------------------------- -----------------------
January 31, 2002                                                 23,000
-------------------- ----------------------------------- -----------------------








                  To Subscribe for and Purchase Common Stock of


                                         ONE PRICE CLOTHING STORES, INC.

        THIS CERTIFIES that, for value received, Enhanced Retail Funding, LLC
(together with any subsequent transferees of all or any portion of this Warrant,
the "Holder"), is entitled, upon the terms and subject to the conditions
hereinafter set forth, to subscribe for and purchase from One Price Clothing
Stores, Inc., a Delaware corporation (hereinafter called the "Company"), up to
23,000 fully paid and non-assessable shares of the Company's Common Stock (the
"Shares"), at the price equal to the Exercise Price (as defined in Section 1
hereof) (subject to adjustment as provided herein, the "Warrant Purchase
Price"). The number and character of such Shares are subject to adjustment as
provided herein.

1.   Definitions.  As used herein the  following  terms shall have the following
     meanings:

         "Act" means the Securities Act of 1933 as amended, or a similar Federal
statute and the rules and regulations of the Commission issued under that Act,
as they each may, from time to time, be in effect.

         "Common Stock" shall mean the Common Stock of the Company, $.001 par
value per share.

         "Exercise Price" shall mean $2.34, which equals the average daily
closing price of the Company's Common Stock as quoted on the NASDAQ Stock Market
for the thirty consecutive trading days immediately preceding January 30, 2002.

         "Original Issue Date" shall mean the date on which this Warrant is
originally issued.

2.   Purchase  Rights.  The  purchase  rights  represented  by this  Warrant are
     exercisable by the Holder in whole or in part, at any time and from time to
     time  commencing  on the date  hereof and ending at 5:00 p.m.  on the fifth
     anniversary of the Original Issue Date (the "Expiration Date").

3.   Exercise of Warrant; Net Issue Exercise.

3.1  Exercise  of  Warrant.  Subject to  Section 2 above,  the  purchase  rights
     represented by this Warrant may be exercised,  in whole or in part and from
     time to time, by the surrender of this Warrant and the duly executed Notice
     of Exercise  (the form of which is attached as Exhibit A) at the  principal
     office of the Company and by the payment to the  Company,  by check,  of an
     amount  equal to the then  applicable  Warrant  Purchase  Price  per  share
     multiplied by the number of Shares then being purchased. Upon exercise, the
     Holder shall be entitled to receive,  within three (3) business  days after
     such notice of exercise is given, a certificate or certificates,  issued in
     the  Holder's  name or in such name or names as the Holder may direct,  for
     the number of Shares so purchased.  The Shares so purchased shall be deemed
     to be issued as of the close of business on the date on which this  Warrant
     shall have been exercised.

3.2. Net Issue Exercise.

                (a) In lieu of exercising this Warrant pursuant to Section 3.1
hereof, the Holder may elect to receive Shares equal to the value of this
Warrant (or the portion thereof being cancelled) by surrender of this Warrant at
the principal office of the Company together with notice of such election in
which event the Company shall issue to the Holder a number of Shares computed
using the following formula:

                                                         X = Y (A - B)
                                                               -------
                                                                  A

Where   X =     the number of Shares to be issued to the Holder;

                Y =      the number of Shares purchasable under this Warrant;

                A        = the fair market value of one Share (assuming the fair
                         market value of one Share is greater than the Warrant
                         Purchase Price as adjusted to the date of such
                         calculations); and

                B        = the Warrant Purchase Price (as adjusted to the date
                         of such calculations).

Such Shares shall be issued within three (3) business days after the notice of
election is given.

                (b) (i) For purposes of this Section, fair market value of a
Share shall be equal to the closing price of the Company's Common Stock on the
preceding trading day as quoted on the Nasdaq Stock Market or such other
exchange or automated quotation system that the Company's Common Stock is
publicly traded. In the event the Common Stock ceases trading on the Nasdaq
Stock Market or some other exchange or automated quotation system, the fair
market value of a Share shall be a value reasonably determined by the Company's
Board of Directors. In the event that the Holder disagrees with the Board of
Directors' determination of fair market value, then the fair market value shall
be determined by an appraiser selected by the Holder (the "Holder's Appraiser")
and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company
within 20 days after the Board of Directors' determination of fair value, and if
the Company does not object to such determination within 15 days after receipt
of the Holder's appraisal, then the fair market value determined by the Holder's
Appraiser shall be the fair market value of a Share.

                         (ii) In the event that the Company  objects to such
determination  as set forth in clause (i) above, then the Company
shall select an appraiser (the "Company's Appraiser")
who shall review the determination of the Holder's Appraiser and
issue a report thereon (the "Company's Appraisal") within 30 days after the
delivery of the Holder's Appraisal to the Company and within 10 days after the
issuance of such report to the Holder's Appraiser, the Holder's Appraiser and
the Company's Appraiser shall meet to negotiate in good faith to reach agreement
on the fair market value of a Share, and such agreed value shall be the fair
market value of a Share.

                         (iii) In the event that the Company's  Appraiser and
the Holder's  Appraiser are unable to reach agreement as set forth in
clause (ii) above, then such Appraisers shall select an
appraiser (the "Third Appraiser") within 5 days after the meeting
described in clause (ii) above, and the average of two appraisals, consisting of
the appraisal made by the Third Appraiser and the appraisal of the Holder's
Appraiser and Company's Appraiser (whichever is closest to that of the Third
Appraiser), shall be conclusive and binding on the Company and the Holder.

                         (iv) The fees and expenses of the Company's  Appraiser
shall be paid by the Company,  the fees and expenses of the Holder's Appraiser
shall be paid by the Holder, and the fees and expenses of the Third Appraiser
shall be shared equally by the Company and the Holder.

4.   Shares to be Issued;  Reservation of Shares. The Company covenants that the
     Shares  that  may be  issued  upon  the  exercise  of the  purchase  rights
     represented  by this  Warrant  will,  upon  issuance,  be  fully  paid  and
     non-assessable,  and free from all liens and  charges  with  respect to the
     issue  thereof.   During  the  period  within  which  the  purchase  rights
     represented by the Warrant may be exercised,  the Company will at all times
     have authorized and reserved,  for the purpose of issuance upon exercise of
     the purchase  rights  represented by this Warrant,  a sufficient  number of
     shares  of its  Common  Stock to  provide  for the  exercise  of the  right
     represented by this Warrant.

5.   No  Fractional  Shares.  No  fractional  shares  shall be  issued  upon the
     exercise of this  Warrant.  In lieu  thereof,  a cash payment shall be made
     equal to such  fraction  multiplied by the fair market value of such shares
     of Common Stock,  as  determined  in good faith by the  Company's  Board of
     Directors.

6.   Adjustments   for   Merger,   Consolidation,   Sale  of  Assets  and  Other
     Reclassifications. In the event that at any time or from time to time after
     the Original  Issue Date but prior to the Expiration  Date,  there shall be
     any  reclassification,  capital  reorganization or similar change affecting
     the Common Stock (other than as a result of a  subdivision,  combination or
     stock  dividend  provided  for in Section 7 hereof),  or the Company  shall
     merge  or  consolidate   with  or  into  another  entity  or  sell  all  or
     substantially   all  of  its  assets,   then,   as  a  condition   to  such
     reclassification,  reorganization,  change, consolidation,  merger or sale,
     lawful provisions shall be made, and duly executed documents evidencing the
     same from the Company or its successor shall be delivered to the Holder, so
     that the Holder hereof shall  thereafter have the right to receive the kind
     and  amount  of  shares  of  stock,  other  securities,  property  or  cash
     deliverable  or payable to the  holders of the Common  Stock of the Company
     that the  Holder  hereof  upon  exercise  of this  Warrant  would have been
     entitled to had the Holder hereof  exercised the remaining  portion of this
     Warrant into shares of Common Stock immediately prior thereto and the Board
     of Directors shall make  appropriate  adjustments to the number and kind of
     shares and to the Warrant  Purchase Price per share then  applicable to the
     shares covered by the unexercised portion of the Warrant.

7.   Adjustments for Subdivisions, Stock Dividends and Stock Combinations.

         (a) Adjustment of Warrant Purchase Price and Number of Shares Issuable.
The Warrant Purchase Price and the number of Shares issuable upon exercise of
this Warrant shall be adjusted as set forth in this Section 7 with the intent
that the rights of the Holder to exercise shall not be impaired.

         (b) Adjustment for Combination or Consolidation of Common Stock. In the
event the outstanding shares of Common Stock shall be combined or consolidated
into a lesser number of shares of Common Stock, the Warrant Purchase Price in
effect immediately prior to such combination or consolidation shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased and the number of Shares issuable upon the exercise of
this Warrant shall be proportionately decreased.

         (c) Adjustment for Stock Dividend or Subdivision. In the event the
Company at any time or from time to time after the Original Issue Date shall
declare or pay any dividend on the Common Stock payable in Common Stock, or
effect a subdivision (by split-up or otherwise) of the outstanding shares of
Common Stock into a greater number of shares of Common Stock, then and in any
such event, the Warrant Purchase Price in effect immediately prior to such
subdivision or stock dividend shall, concurrently with the effectiveness of such
stock dividend or subdivision, be proportionately reduced and the number of
Shares issuable on the exercise of this Warrant shall be proportionately
increased.

         (d) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Warrant Purchase Price or the number of Shares
issuable upon the exercise of this Warrant pursuant to Sections 6 or 7, the
Company at its expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Holder a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, upon the written
request at any time of the Holder, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments and readjustments,
(ii) the Warrant Purchase Price at the time in effect, and (iii) the number of
shares of Common Stock and the amount, if any, of other property which at the
time would be received upon the exercise of the Warrant.

        (e) Waiver of Provisions. The provisions of this Section 7 may be waived
in any instance (without the necessity of convening any meeting of stockholders
of the Company) upon the written consent of the Holder.

8.   No Rights as Shareholders.  This Warrant does not entitle the Holder to any
     voting  rights or other  rights as a  shareholder  of the Company  prior to
     exercise  of this  Warrant  and the  payment  for the Shares so  purchased.
     Notwithstanding the foregoing, the Company agrees to transmit to the Holder
     such  information,  documents and reports as are generally  distributed  to
     holders  of  the  capital  stock  of  the  Company  concurrently  with  the
     distribution  thereof  to the  shareholders.  Upon valid  exercise  of this
     Warrant and  payment for the Shares so  purchased  in  accordance  with the
     terms of the Warrant, the Holder or the Holder's designee,  as the case may
     be, shall be deemed a shareholder of the Company.

9.   Sale or Transfer of the Warrant;  Legend.  The Warrant and the Shares shall
     not be sold or  transferred  unless  either (i) they first  shall have been
     registered  under  the Act,  or (ii) the  Company  first  shall  have  been
     furnished with an opinion of legal counsel  reasonably  satisfactory to the
     Company  to the  effect  that such  sale or  transfer  is  exempt  from the
     registration  requirements of the Act. Each  certificate  representing  any
     Warrant  shall bear the legend set out on page 1 hereof.  Each  certificate
     representing any Shares shall bear a legend  substantially in the following
     form, as appropriate:

        THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
        INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
        DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED
        WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN
        OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
        REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED.

Such Warrant and Shares may be subject to additional restrictions on transfer
imposed under applicable state and federal securities law.

10.  Reserved.

11.  Modifications  and  Waivers.  This  Warrant  may  not be  changed,  waived,
     discharged or terminated  except by an instrument in writing  signed by the
     party against which enforcement of the same is sought.

12.  Notices. Any notice,  request or other document required or permitted to be
     given or  delivered  to the Holder or the Company  shall be  delivered,  or
     shall be sent by certified or  registered  mail,  postage  prepaid,  to the
     Holder at its  address  shown on the books of the Company or to the Company
     at the address  indicated  therefor on the signature  page of this Warrant,
     or, if different, at the principal office of the Company.

13.  Loss,  Theft,  Destruction or Mutilation of Warrant.  The Company covenants
     with the Holder that upon its receipt of evidence  reasonably  satisfactory
     to the  Company  of the loss,  theft,  destruction  or  mutilation  of this
     Warrant or any stock  certificate  and, in the case of any such loss, theft
     or destruction,  of an indemnity or security reasonably satisfactory to it,
     and upon reimbursement to the Company of all reasonable expenses incidental
     thereto,  and upon  surrender  and  cancellation  of this  Warrant or stock
     certificate,  if mutilated, the Company will make and deliver a new Warrant
     or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed
     or mutilated Warrant or stock certificate.

14.  Representations  and Warranties of Holder.  By accepting this Warrant,  the
     Holder represents and warrants that he, she or it is acquiring this Warrant
     and the Shares for his, her or its own account, for investment and not with
     a view to, or for sale in connection with, any distribution  thereof or any
     part  thereof.  Holder  represents  and warrants  that he, she or it is (a)
     experienced in the evaluation of businesses similar to the Company,  (b) is
     able  to  fend  for  himself,   herself  or  itself  in  the   transactions
     contemplated  by this Warrant,  (c) has such  knowledge  and  experience in
     financial and business  matters as to be capable of  evaluating  the merits
     and risks of an investment in the Company,  (d) has the ability to bear the
     economic risks of an investment in the Company, (e) has been furnished with
     or has had  access to such  information  as is  specified  in  subparagraph
     (b)(2) of Rule 502 promulgated  under the Act and (f) has been afforded the
     opportunity to ask questions of and to receive answers from the Company and
     to  obtain  any  additional  information  necessary  to  make  an  informed
     investment  decision  with respect to an  investment  in the  Company.  The
     Holder further represents that it is an "accredited investor" as defined in
     Rule 501(a) of Regulation D under the Securities Act.

15.  Representations  and  Warranties  of Company.  The Company  represents  and
     warrants that:

                (a) The execution, delivery and performance of this Warrant has
been duly authorized by the Company's Board of Directors and constitutes the
legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, or other laws affecting the enforcement of
creditors' rights in general and except that the enforceability of the
obligations hereunder is subject to general principals of equity (regardless of
whether such enforceability is considered in a proceeding at equity or at law).
Neither the execution nor the delivery of this Warrant, nor fulfillment of nor
compliance with the terms and provisions of this Warrant, nor the issuance of
Shares upon exercise of the Warrant, will (i) violate the terms of the
certificate of incorporation or by-laws of the Company or (ii) violate any
agreement (including any agreement with stockholders), instrument, judgment,
decree or statute to which the Company is subject, except for such violations
that may have a de minimis effect on the Company, would not affect the Company's
ability to execute and deliver this Warrant and would not affect the Holder's
ability to exercise all or any portion of this Warrant.

                (b) The authorized capital stock of the Company consists of
35,000,000 shares of Common Stock, of which, based upon information currently
available, 2,943,769 shares are issued and outstanding, and 500,000 shares of
Series A Preferred Stock, of which no shares are issued and outstanding.

                (c) Except as set forth in subparagraph (b) above, and Exhibit B
attached hereto, the Company does not have outstanding any rights (either
preemptive or other) or options to subscribe for or purchase from the Company,
or any warrants or other agreements providing for or requiring the issuance by
the Company of, any capital stock or any securities convertible into or
exchangeable for its capital stock.

                (d) Sufficient shares of authorized but unissued shares of
Common Stock of the Company have been reserved by appropriate corporate action
with respect to the prospective exercise of the Warrant, and, the issuance of
either the Warrant or the shares of Common Stock upon exercise of the Warrant
will not require any further corporate action by the stockholders or directors
of the Company, will not be subject to preemptive rights (unless the exercise of
the same has been irrevocably waived) in any present stockholders of the Company
and will not conflict with any provision of any agreement to which the Company
is a party or by which it is bound, and such Common Stock, when issued upon
exercise of the Warrant in accordance with its terms, will be duly authorized,
fully paid and non-assessable.

16.  Registration Rights.

                (a) Piggy Back Registration Rights. If at any time after the
Original Issue Date the Company shall determine to register any of its
securities for its own account or for any other person (other than a
registration under the Securities Act of shares issued in connection with any
acquisition of any entity or business, shares issuable solely upon the exercise
of stock options, or shares issuable solely pursuant to employee benefit plans,
including registration statements on Form S-4, S-8 or any successor form), the
Company shall do the following:

                         (i)        promptly give the Holder  written  notice
thereof (which shall include a list of the jurisdictions in which
the Company intends to attempt to register or qualify such securities
under the applicable blue sky or other state securities laws); and

                          (ii)      include  among  the  securities  which  it
then  registers  or  qualifies  all Registrable Securities (as defined
below) specified in a written request or requests, made within
fifteen (15) days after receipt of the written notice from the Company,
by the Holder; provided, however, if, in connection with any
offering involving an underwriting of Common Stock to be issued by the Company,
the managing underwriter shall impose a limitation on the number of shares which
may be included in any such registration statement because, in its judgment,
such limitation is necessary to effect an orderly public distribution, and such
limitation is imposed pro rata with respect to all shares whose holders have a
contractual, incidental ("piggyback") right to include such shares in the
Registration Statement, and as to which inclusion has been requested pursuant to
such right and there is first excluded from such Registration Statement all
shares sought to be included therein by (i) any holder thereof not having any
such contractual, piggyback registration rights, and (ii) any holder thereof
having contractual, piggyback registration rights subordinate and junior to the
rights of the Holder, then the Company shall only be obligated to include in
such Registration Statement only the amount of Registrable Securities as
determined in good faith by the managing underwriter. For purposes of this
Warrant, the term "Registrable Securities" shall mean all shares of Common Stock
issued and issuable upon exercise of the Warrant; provided however, that shares
of Common Stock which are "Registrable Securities" shall cease to be Registrable
Securities (a) upon any sale pursuant to a registration statement under the
Securities Act, Section 4(1) of the Securities Act or Rule 144 promulgated under
the Securities Act or (b) at such time as such shares of Common Stock are freely
saleable under Rule 144(k) promulgated under the Securities Act (or a successor
provision).

                (b) Form S-3. In addition to the rights provided to the Holder
of Registrable Securities in subsection (a) above, at such time as the
registration of Registrable Securities under the Securities Act can be effected
on Form S-3 (or any similar form promulgated by the SEC which permits short form
registration using extensive incorporation by reference), upon the written
request of the Holder, the Company will use reasonable efforts to effect
qualification and registration under the Securities Act on said Form S-3 or
other short form registration of all or such portion of the Registrable
Securities as the Holder shall specify. The Company shall use its commercially
reasonable efforts to file a registration statement on Form S-3 or other short
form registration with the SEC no later than 30 days after the written request
and shall cause such registration statement to become effective no later than 90
days after the written request. The Company shall not be required to effect more
than one registration pursuant to this subsection (b) in any twelve-month
period. The obligations of the Company under this Section shall terminate after
the Company has effected two registrations under this subsection (b). The
Company represents that it is currently eligible to use Form S-3 for the
purposes contemplated in this subsection (b).

                (c) Registration Procedures. In the case of each registration,
qualification or compliance pursuant to this Section 16, the Company will keep
the Holder advised in writing as to the initiation of proceedings for such
registration, qualification and compliance and as to the completion thereof, and
will advise the Holder, upon written request, of the progress of such
proceedings. At the expense of the Company, the Company will (i) keep such
registration, qualification and compliance current and effective for a period of
180 days, including, without limitation, the filing of post-effective amendments
and supplements to any registration statement or prospectus, as necessary to
permit the sale or distribution of Registrable Securities not theretofore sold
or distributed, and (ii) take all necessary action under any applicable blue sky
or other state securities laws to permit such exercise, sale or distribution,
all as requested by such Holder. The Holder shall timely furnish to the Company
such information regarding the Holder and the Registrable Securities held by the
Holder and the intended method of distribution of such securities as shall be
required to effect the registration of the Registrable Securities.

                  (d) Expenses. All expenses other than underwriting discounts
and commissions relating to Registrable Securities incurred in connection with
each of the registrations, filings or qualifications pursuant to Sections 16(a)
and (b) above, including all registration, filing and qualification fees, all
fees and expenses in connection with compliance with state securities or blue
sky laws, printing and delivery expenses, fees and disbursements of counsel and
independent public accountants for the Company, and the reasonable fees and
disbursements of one law firm acting as counsel for the Holder, shall be paid by
the Company; provided, however, that the Company shall not be required to pay
for any expenses of any registration proceeding begun pursuant to Section 16(b)
if the registration request is subsequently withdrawn at any time at the request
of the Holder, unless the Holder agrees to forfeit its right to one demand
registration pursuant to Section 16(b); provided, further, however, that if at
the time of such withdrawal, the Holder has learned of a material adverse change
in the financial condition, business or prospects of the Company from that known
to the Holder at the time of its request that makes the proposed offering
unreasonable in the good faith judgment of the Holder, then the Holder shall not
be required to pay any of such expenses. Underwriting discounts and commissions
relating to Registrable Securities will be paid ratably by the Holder of such
Registrable Securities.

                  (e) Right of Company To Delay Registration. For a period not
to exceed 60 days, the Company shall not be obligated to prepare and file, or
prevented from delaying or abandoning, a Registration Statement pursuant to this
Warrant at any time when the Company, in its good faith judgment with advice of
counsel, reasonably believes:

                           (i)      the filing  thereof  at the time  requested,
or the  offering  of  Registrable Securities pursuant thereto,
would materially and adversely affect (1) a pending or
scheduled public offering of the Company's securities, (2) an acquisition,
merger, recapitalization, consolidation, reorganization or similar transaction
by or of the Company, (3) pre-existing and continuing negotiations, discussions
or pending proposals with respect to any of the foregoing transactions, or (4)
the financial condition of the Company in view of the disclosure of any pending
or threatened litigation, claim, assessment or governmental investigation which
may be required thereby; and

                           (ii)     that the failure to  disclose  any  material
information  with  respect to the foregoing would cause a violation
of the Securities Act or the Exchange Act.

The Company shall only be entitled to exercise its right to delay registration
under this subsection (e) once during the term of this Warrant.

                (f) Indemnification. The Company will indemnify, defend and hold
harmless the Holder to the fullest extent that such agreement is enforceable
under applicable law against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on any untrue statement (or
alleged untrue statement) of material fact contained in any registration
statement, prospectus, offering circular or other document (each as from time to
time amended or supplemented by the Company) or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Securities Act
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse the Holder for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action provided, however, that the Company will not be
liable in any such case to the extent that any such claim, loss, damage or
liability arises out of or is based on any untrue statement or omission based
upon written information furnished to the Company by an instrument duly executed
by the Holder and stated to be specifically for use therein. Each Holder, if
Registrable Securities held by or issuable to such Holder are included in the
securities as to which such registration, qualification or compliance is being
effected, will indemnify, defend and hold harmless the Company and each of its
directors and officers who signs such a registration statement, against all
claims, losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any such registration statement, prospectus, offering
circular or other document or any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and such
directors and officers for any legal or any other expenses reasonably incurred
in connection with investigating or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) was made in such registration statement, prospectus, offering circular
or other document in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder with
knowledge that the information set forth in such instrument was to be used
therein.

17.  Binding  Effect on  Successors.  This  Warrant  shall be  binding  upon any
     corporation succeeding the Company by merger,  consolidation or acquisition
     of  all  or  substantially  all of the  Company's  assets,  and  all of the
     obligations of the Company relating to the Shares issuable upon exercise of
     this Warrant shall survive the exercise and termination of this Warrant and
     all of the  covenants  and  agreements  of the  Company  shall inure to the
     benefit  of the  successors  and  assigns  of the  Holder.  The  Holder may
     transfer its rights  hereunder,  including its registration  rights, to any
     general or limited partner or any officer,  director,  manager or member or
     any of its affiliates,  provided,  however that such assignee or transferee
     agrees in writing to be bound by all of the provisions of this Warrant.

18.  Governing  Law.  This Warrant shall be construed and enforced in accordance
     with,  and the rights of the parties  shall be governed by, the laws of the
     State of South Carolina.

     IN WITNESS WHEREOF, ONE PRICE CLOTHING STORES, INC. has caused this Warrant
to be executed under seal by its officer thereunto duly authorized.

Dated: January 31, 2002

                                                 ONE PRICE CLOTHING STORES, INC.
CORPORATE
  SEAL

                                                 By: /s/ Leonard M. Snyder
                                                     Leonard M. Snyder
                                                     Chief Executive Officer



Attest:

/s/ Grant Gibson
Grant Gibson, Secretary



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                                    EXHIBIT A


                               NOTICE OF EXERCISE


        To:     ONE PRICE CLOTHING STORES, INC.

1.   The undersigned hereby elects to purchase _______ shares of Common Stock of
     ONE PRICE  CLOTHING  STORES,  INC.  pursuant  to the terms of the  attached
     Warrant,  and tenders herewith payment of the purchase price of such shares
     in full  pursuant to Section 3.1 of the Warrant [or elects to exercise  the
     warrant  for  ______  shares  of  Common  Stock  pursuant  to the net issue
     exercise provisions of Section 3.2 of the Warrant].

2.   Please issue a certificate or certificates  representing said shares in the
     name of the  undersigned  or in such other  name or names as are  specified
     below.

3.   The undersigned  represents  that the aforesaid  shares of Common Stock are
     being  acquired for the account of the  undersigned  for investment and not
     with a view to, or for resale in connection with, the distribution  thereof
     and that the  undersigned  has no  present  intention  of  distributing  or
     reselling such shares. The undersigned  further represents that such shares
     shall not be sold or  transferred  unless  either (1) they first shall have
     been registered  under the Securities Act of 1933, as amended,  or (ii) the
     Company  first shall have been  furnished  with an opinion of legal counsel
     reasonably  satisfactory  to the  Company to the  effect  that such sale or
     transfer is exempt from the registration requirement.

4.   In the event of partial  exercise,  please re-issue an appropriate  Warrant
     exercisable into the remaining shares.



                                                 -------------------------------
                                                 (Name)

                                                 -------------------------------
                                                 (Address)

                                                 -------------------------------
                                                 (Signature)

                                                 -------------------------------
                                                 (Date)





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                                    EXHIBIT B

                 OUTSTANDING OPTIONS, WARRANTS AND OTHER RIGHTS



OPTIONS TO PURCHASE SHARES OF COMMON STOCK

Options to purchase 367,693 shares of Common Stock are outstanding as of the
Original Issue Date.




WARRANTS AND OTHER RIGHTS TO PURCHASE SHARES OF COMMON STOCK

Warrant to purchase 17,143 shares of Common Stock held by GB Retail Funding, LLC
issued by the Company on February 21, 2001.

Warrant to purchase 20,000 shares of Common Stock held by Enhanced Retail
Funding, LLC issued by the Company on September 13, 2001.