A G R E E M E N T



     This Agreement made and entered into as of this 25th day of March,  1997 by
and between ONE PRICE CLOTHING STORES, INC., a Delaware corporation, hereinafter
("Corporation") and HENRY D. JACOBS, JR., hereinafter ("Jacobs").  R E C I T A L
S
        WHEREAS, Jacobs was one of the founders of the Corporation and since its
inception has held the positions of Chairman,  CEO and/or  President  within the
Corporation and has rendered services of great value to the Corporation;
        WHEREAS,  in recognition of the valuable  services rendered by Jacobs to
the  Corporation  as one of the  persons  responsible  for its  success,  and to
adequately  compensate Jacobs for his past services,  the Corporation desires to
establish a compensation  plan for Jacobs commencing upon his retirement or upon
his death should that occur first.
        NOW,  THEREFORE,  in  consideration of the mutual promises and covenants
herein  contained  and in view of the past  services  rendered  by Jacobs to the
Corporation,  the receipt and legal sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:
        1.  CONSIDERATION:  The consideration for the compensation to be paid by
the  Corporation  to Jacobs  hereunder is solely in  recognition of his diligent
work as a founder of the Corporation and as the person most  responsible for the
success of the Corporation.  The payment of this compensation by the Corporation
to  Jacobs,  as  provided  herein,  is not in any way  whatsoever  dependent  or
contingent  upon Jacobs  rendering any future  services to the Corporation as an
employee, consultant, or member of its Board of Directors.
     2.  COMPENSATION:  The Corporation  shall pay to Jacobs as compensation for
his past services the sum of One Million Six Hundred  Fifty  thousand and no/100
($1,650,000.00) dollars, payable in one hundred twenty (120) consecutive monthly
installments  of  Thirteen  Thousand  Seven  Hundred  Fifty and  no/100  dollars
($13,750.00) each less all legally required deductions.  Payments shall commence
on the first management

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payroll date after his  retirement  or upon his death,  should that occur first,
and shall continue on the first management  payroll date in each month until the
full sum of One Million Six Hundred  Fifty  Thousand and no/100  ($1,650,000.00)
dollars  has been paid.  The  parties  agree and  acknowledge  that the right of
Jacobs to  receive  such  compensation  is based  upon an  unfunded  contractual
obligation of the Corporation.
        Provided,  however,  that in the  event  of any  action  or  transaction
involving the merger or  consolidation of the Corporation into or with any other
corporation,  the sale or other transfer of all or any  substantial  part of the
assets of the Corporation or the liquidation or dissolution of the  Corporation,
the entire sum of any remaining  unpaid portion of the  compensation  payable by
the  Corporation  to  Jacobs  hereunder  as at the  effective  date of any  such
proposed  action shall be deemed  immediately  due and payable  according to the
terms of  Paragraph  3 hereof,  without  deduction,  reduction  or  set-off  for
then-present  value  calculation  or for any other  reason,  other than  legally
required deductions.
        3. PAYMENT OF COMPENSATION: So long as Jacobs is living, all payments of
compensation hereunder shall be paid by the Corporation directly to him and upon
his death such  payments  shall be made  directly  to his wife,  if she is still
living,  and upon the death of Jacobs' wife, to his estate;  provided,  however,
should Jacobs' wife predecease him, upon Jacobs' death,  the remaining  payments
shall be paid to the estate of Jacobs.
        4. ADDITIONAL  SERVICES BY JACOBS: The compensation to be paid Jacobs by
the Corporation  hereunder is not dependent upon Jacobs rendering any additional
or future services to the  Corporation;  however,  this Agreement  should not be
interpreted  or construed so as to prevent  Jacobs from  rendering  consultative
services  to the  Corporation  upon a  mutually  agreed  case-by-case  basis for
additional compensation, nor shall this Agreement prevent Jacobs from serving on
the  Board of  Directors  of the  Corporation  or any of its  committees  at the
customary  and  usual  compensation  paid  someone  holding  such  position  and
performing such functions.
     5. CONFIDENTIAL INFORMATION: Jacobs acknowledges that during his employment
he has  had  access  to  information  and  ideas  of the  Corporation,  and  the
expressions and physical embodiments thereof

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(including,  but not limited  to,  lists,  reports,  forms,  materials,  charts,
diagrams,  manuals, computer codes and programs,  correspondence and documents),
and that  Corporation  considers all the above to be  confidential,  proprietary
information and property of the  Corporation.  Jacobs will not reveal,  furnish,
provide or otherwise make available such confidential,  proprietary  information
and property to any other person  without the prior express  written  consent of
Corporation, and Jacobs will take all steps reasonably necessary or advisable to
protect such confidential,  proprietary information and property from disclosure
to other  persons.  Upon  retirement,  Jacobs  will not take with him any of the
aforesaid physical embodiments of said confidential, proprietary information and
property.
     6. COMPETITION RESTRICTION: During the term of this Agreement, Jacobs shall
not become  associated with,  engage in or render services to any other business
in  competition  with the  Corporation.  
     7.  REMEDY:  Each of the parties  hereby  acknowledge  that in the event of
breach by Jacobs of his undertakings and promises set forth in Section 5. and 6.
above the actual  damages  sustained  by the  Corporation  would be difficult to
accurately  quantify or measure.  Jacobs therefore agrees that each violation by
him  of the  promises,  undertakings  and  restrictions  of  Section  5.  and 6.
(evidenced  in each instance by reasonably  probative  materials or  documents),
shall  result  in  the  assessment   against  Jacobs  of  ten  thousand  dollars
($10,000.00) dollars in liquidated damages, and not as a penalty, payable to the
Corporation;  provided,  however,  that the Corporation hereby acknowledges that
such liquidated  damages shall constitute the  Corporation's  sole and exclusive
remedy for breach by Jacobs of such promises,  undertakings or restrictions.  
     8. NO ASSIGNMENT: The right of Jacobs or any other person to the payment of
compensation  or other  benefits  under this  Agreement  shall not be  assigned,
transferred,  pledged  or  encumbered  except  by  Will  or  other  testamentary
instrument or by the laws of descent and distribution.  
     9. BINDING EFFECT:  This Agreement was authorized by the Board of Directors
of the  Corporation  at a meeting duly held on March 6, 1997.  Upon execution by
both the Corporation and Jacobs,  this Agreement shall be binding upon and enure
to the benefit of the  Corporation,  its successors and assigns and Jacobs,  his
heirs, executors, administrators, and legal representatives.

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     10. GOVERNING LAW: This Agreement shall be construed in accordance with and
governed by the laws of the State of South Carolina.
        11.  COMPLIANCE WITH CODE: The parties hereto intend that this Agreement
comply with the  provisions  of the  Internal  Revenue Code and  Regulations  in
effect at the time of its execution. If, at a later date, the laws of the United
States or the State of South  Carolina  are  construed  in such a way as to make
this Agreement or any of its provisions  null and void, it shall be given effect
in a manner  that  shall  best  carry out the  purposes  and  intentions  of the
parties.
        12.  SEVERABILITY:  If the Internal  Revenue  Service  shall at any time
interpret this  Agreement to be  ineffective  with regard to deferral of Jacobs'
income,  and that  interpretation  becomes final and unappealable,  then, and in
such event,  only the remaining  unpaid  portion of Jacobs'  compensation  which
would be  treated  as  taxable  income by the  Service at the time of such final
interpretation  shall  immediately be paid over to Jacobs.  The other  remaining
unpaid portion of Jacobs'  compensation at the time of such final interpretation
shall be distributed to Jacobs in accordance with paragraph 2. hereinabove.
     13.  ENTIRE  AGREEMENT:  This  Agreement  supersedes  all other  Agreements
previously  made between the parties  relating to a retirement  plan for Jacobs.
There are no other  understandings  or  agreements  with  respect to the subject
matter  herein  contained.  
     14. NOTICE:  Any notice to be delivered  under this  Agreement  shall be in
writing  and  delivered,  personally  or by  certified  mail,  postage  prepaid,
addressed to the Corporation or to Jacobs at their last known addresses.
     15. HEADINGS: Headings in this Agreement are for convenience only and shall
not be used to interpret  or construe its  provisions.  
     16.   COUNTERPARTS:   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.  

     IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  Agreement  to be
executed by the Chairman of the Compensation Committee of the Board of Directors
and Jacobs as of the date first written above.

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<TABLE>
<S>                                                         <C>

WITNESSES:                                                  ONE PRICE CLOTHING STORES, INC.

/s/ Sara A. Barfield                                         BY:/s James M. Shoemaker, Jr.
                                                             James M. Shoemaker, Jr.
/s/ Rita M. Swackhammer                                      Chairman, Compensation
                                                             Committee of the Board of Directors



/s/ Diane G. O'Bryant                                        /s/ Henry D.  Jacobs, Jr.
                                                              Henry D. Jacobs, Jr.
/s/ Deborah C. Erwin

</TABLE>

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