10(l) Letter of Understanding regarding Non-Executive Chairman of the Board and
 Consulting  Agreement  dated April 16, 1998 and Amendment to  Agreement dated 
 December 22, 1998  between the Registrant and Leonard Snyder.


April 16, 1998

Mr. Leonard Snyder
6260 N. Desert Moon Loop
Tucson, Arizona 85750


Subject: Letter of Understanding Regarding Non-Executive Chairman Position

Dear: Lenny:

We are very pleased that you have agreed to serve as a consultant to, and member
of, the Board of Directors of One Price Clothing Stores,  Inc.  ("Company").  In
addition to  welcoming  you onto the Board,  we would like to confirm our mutual
understanding with respect to your serving in such positions, and, subsequently,
as Non-Executive Chairman of the Board.

I.  Duties  &  Responsibilities  -  Upon  execution  of  this  agreement,   your
appointment as a member of the Board of Directors ("Board") of the Company,  and
Consultant to the Board,  will become  effective.  Your name will be included in
the  Proxy as a nominee  to serve as a member  of the  Board  for  1998,  with a
statement of our  intention  to appoint you as  Non-Executive  Chairman.  At the
meeting of the Board,  which will immediately follow the June 10 Annual Meeting,
you will be appointed  Non-Executive  Chairman of the Board,  at which time your
position  as  a  consultant   to  the  Board  will  end.  In  your  capacity  as
Non-Executive  Chairman,  you will have all the usual and  customary  duties and
responsibilities   of  such  position,   including,   among  other  things,  (i)
development  (in  conjunction  with the CEO) of the agenda for  meetings  of the
Board of Directors and the Annual Meeting of Stockholders;  (ii) designation and
appointment of members of the Committees of the Board and their  Chairmen;  and,
(iii)  establishment,  with the  Chairman of each  Committee,  of the Agenda for
meetings of such Committee.  As a consultant to the Board, and,  subsequently as
Non-Executive  Chairman,  you agree to use your best efforts,  in support of the
CEO, to ensure that the Company has in place a firm vision, solid management and
sound  merchandising and operating  strategies,  all designed to maximize sales,
profits and growth  opportunities.  As appropriate,  and again together with the
CEO, you will address  issues  involving  such areas as  stockholder  relations,
public  audit,  financing  and  financial  relationships,  and SEC  matters.  As
Non-Executive  Chairman,  you will be charged in monitoring  and, in conjunction
with the Board, approving, both the short and long term goals of the Company.

You agree to devote the time  necessary to  faithfully  perform your duties as a
member  of,  and  Consultant  to, the Board and as  Non-Executive  Chairman,  in
accordance with the functions  outlined above, and further agree to avoid taking
on other  commitments  which would jeopardize your ability to fully perform such
duties or such other  duties as may  reasonably  be assigned to you from time to
time in agreement with the Board of Directors.  For example,  we understand that
you  currently   serve  as  a  member  of  the  Board  of  Directors  of  other,
non-competing,  companies  and  agree  that  you are  free to  continue  in such
capacity,  provided the time  requirements  do not interfere with your duties as
described  above.  We have  discussed  and  agree  that you will not  accept  an
operating  position with another company during the term of this agreement,  nor
serve in the  capacity of Chairman of the Board of another  company  during such
period.

II. Duration - So long as you reasonably fulfill your duties as described to the
reasonable  satisfaction of the Board,  and subject to re-election as a Director
by the stockholders of the Company, and to the By-Laws of the Company, you shall
serve as  Non-Executive  Chairman  of the Board for a period of three years from
the date of your appointment, currently scheduled for June 10, 1998. The Company
agrees to use its best efforts to assure your election  and  re-election  to the
Board.  You  may,  of  course,  resign  your appointment as Non-Executive  
Chairman, in which case your compensation for such
position  would  end.  You have  agreed  to give the  Company  at least 120 days
advance written notice of such resignation.

III. Compensation & Termination - Commencing upon your execution of this letter,
for your services as a Consultant to the Board and member of the Board, you will
receive total  compensation per annum of $150,000,  of which $20,000  represents
Director's fees. Such sums shall be payable to you monthly,  pro-rata,  with the
Consultant's  fees to be paid  promptly  upon  receipt  by the  Company  of your
monthly  invoice for services  rendered.  Thereafter,  upon your  appointment as
Non-Executive  Chairman,  and  as a  member  of  the  Board,  your  duties  as a
Consultant  will cease and, as both a Director  and  Non-Executive  Chairman you
shall receive total combined annual  compensation of $150,000 per year,  payable
monthly, at $12,500 per month.

In addition,  as an inducement to your accepting to so serve, you will receive a
grant of 80,000 stock options of One Price Common Stock,  with an exercise price
equal to the average of high and low sales price per share of such Common  Stock
as of the  date of  your  execution  of this  agreement.  The  vesting  schedule
regarding  such  options  shall  be:  one-third  (1/3)  vested  and  exercisable
immediately upon  registration of the underlying shares with the SEC on Form S-8
and  transmittal to you of the required  prospectus  regarding  your  individual
stock  option plan (the  "Initial  Vesting  Date").  Thereafter,  the  remaining
two-thirds will vest in equal amounts (1/3 & 1/3, respectively) on the first and
second  anniversary of the Initial  Vesting Date, all as more fully described in
the prospectus to follow.

You  will  also  be  entitled  to a  cash  bonus  of 25% of  your  total  annual
compensation  of $150,000  for each year that the Company  achieves its "stretch
plan" in fiscal years 1998, 1999 and 2000. For example,  the Company's  "stretch
plan" for fiscal 1998 is a pre-tax earnings number of $4,375,000, the equivalent
of 25 cents per share.  If the Company  meets or exceeds this  pre-tax  earnings
figure for  fiscal  1998,  you would be  entitled  to a cash  bonus of  $37,500,
payable upon completion by the Company's public accountants,  currently Deloitte
& Touche,  of their audit of the  Company's  books for such year and issuance of
their auditor's letter.

In the event  that the Board  terminates  your  appointment  as  Consultant  or,
subsequently, as Non-Executive Chairman, without "cause" (as defined below), and
despite your having  reasonably  fulfilled  your duties as described,  then your
monthly  payments of $12,500 shall  continue for the lesser of (a) one year from
the date of such termination  without "cause", or (b) the period remaining under
your original three year appointment from the date of the next annual meeting of
stockholders, scheduled for June 10, 1998 (the "Termination Payout Period"). For
purposes of this agreement "Cause" shall mean fraud, theft, dishonesty, criminal
activity,  breach of the  "Representation and Warranty" provision in section VII
of this agreement, or failure,  following 30 days written notice, to comply with
the other  provisions  of this  agreement,  including  the  Confidentiality  and
Non-Compete  provisions.  In the  event of  termination  without  Cause,  and in
consideration  for such  termination  payments,  you agree to  execute a general
release  at the time of any such  termination  in  favor  of the  Board  and the
Company, in form and substance reasonably satisfactory to the Board.

The compensation and benefits  described above, are inclusive of all your duties
and  responsibilities  as a  Consultant  to, and  member of, the Board,  and any
services you may perform on any Committees of the Board,  whether as a member or
Chairman, as well as for your services as Non-Executive Chairman, following your
appointment to such position.

IV.  Expenses  - The  Company  agrees  to  reimburse  you  for  your  reasonable
out-of-pocket   expenses   incurred  in  the   performance  of  fulfilling  your
responsibilities  as set forth above,  upon submission of an expense report with
supporting  information,  wherever  possible.  You  agree  to  comply  with  the
Company's policies regarding travel.

V. Confidentiality - As a publicly traded company, One Price Clothing is subject
to the rules and  regulations of the SEC, and as a company listed on the NASDAQ,
to the  rules of the  NASD.  You  understand  that you will be  deemed  to be an
"insider" for purposes of such rules and regulations. We are enclosing a copy of
our "Insider  Trading  Policy" for your review and execution in this regard.  In
addition,  you will be receiving  highly  confidential,  non-public  information
regarding the Company and agree to keep all such non-public information strictly
confidential.  Documents provided,  obtained or produced by you, as part of your
initial due  diligence  regarding  serving as a  consultant,  Board member or as
Non-Executive Chairman, will remain the property of the Company and you agree to
return such property upon the request of the Company, along with any copies.


VI. Non-Compete - You have advised us that you are not currently,  and will not,
during the period of your  services  with the  Company,  and for a period of two
years thereafter (one year thereafter in the case of termination without Cause),
provide services,  as an employee,  consultant,  advisor,  or otherwise,  to any
other discount or off price  retailer of women's  apparel that is in significant
competition  with the Company either currently or at the time of the termination
of your services for the Company.  Similarly, you agree not to serve as a member
of, or advisor or consultant  to, the Board of Directors of any such company for
a comparable period.  You have agreed not to interfere,  or attempt to interfere
with, or disrupt, the relationship between the Company and any of its employees,
customers, or suppliers.  You agree not to employ, solicit the employment of, or
cause to be employed,  any of the Company's associates for a period of two years
from the  termination  of your  services  with the  Company,  whether or not for
Cause.

VII.  Representation  & Warranty - You  warrant and  represent  that you are not
bound by any  commitment,  including any contract of employment or  consultancy,
which  restricts or would  preclude you from  accepting to serve as a consultant
to, or member of, the Board or as  Non-Executive  Chairman of the Board, or from
fulfilling your obligations, as outlined in this letter. You agree to defend and
indemnify  the Company  against any claims by third  parties  arising  from your
acceptance of such  position(s) or the  performance  of your functions  outlined
above.

VIII.  Disputes - In the event of any dispute,  we agree to first try to resolve
such differences together, failing which we agree that such differences shall be
settled by arbitration in accordance  with the Commercial  Arbitration  Rules of
the American Arbitration  Association  ("AAA"), and judgment,  upon the award of
the arbitrator, may be rendered in any court having jurisdiction. Written notice
of a demand for arbitration must be mailed by either party to the other and sent
to AAA by  certified  mail  within  ninety  (90) days of the  occurrence  of the
dispute.  Failure to mail written notice of a demand for arbitration within such
ninety (90) day period and comply with all procedural  requirements set forth in
the  AAA's  Commercial  Arbitration  Rules  shall  be an  absolute  bar  to  the
institution of any proceedings and a waiver of the claimed disagreement.

IX.  Complete  Agreement  - You  agree  that  this  letter  sets  out our  basic
understanding  with  respect to your  serving as Director  and  Consultant  and,
subsequently,  as  Non-Executive  Chairman,  and that no material change in such
understanding  will be effective unless agreed to in a written  amendment signed
by both parties.

X.  Successors  & Assigns - This  agreement  is  personal to you and you may not
assign it. It shall, however,  enure to the benefit of, and be binding upon, the
Company's successors and assigns.

If the foregoing meets with your approval, please sign the enclosed copy of this
letter of  understanding  and  return  it in the  enclosed,  self-addressed  and
stamped envelope.

Once  again we are  delighted  to  welcome  you to One Price  Clothing  and look
forward to working together with you.

Sincerely Yours,                                         REVIEWED & AGREED:

/s/ Laurie M. Shahon                                     /s/ Leonard Snyder

                                                         DATED: 4/16/98

                              Amendment to Agreement Dated April 16, 1998

     Reference   is  made  to  the  letter   agreement   dated  April  16,  1998
("Agreement")  by and between One Price Clothing  Stores,  Inc.  ("Company") and
Leonard M.  Snyder  ("Chairman").  The  Agreement  is hereby  amended to add the
following new provisions  relating to  termination of the Agreement  following a
"Change of Control" (as hereinafter defined).

     1. The  following  language is hereby added by mutual  agreement to Section
III ("Compensation & Termination") to the Agreement:

     Change of Control - In the event the Chairman's  Agreement with the Company
is terminated by the Company (or the Board of Directors)  without Cause,  or for
"Good Reason" by the  Chairman,  within 24 months after a "Change of Control" of
the Company (a "Trigger Event"),  then the Company shall pay to Chairman, in one
lump sum, an amount equal to twenty-four (24) months  compensation,  rather than
the maximum twelve (12) months  provided for in the Agreement.  Termination  for
"Good  Reason"  shall be  deemed to have  occurred,  and the  Chairman  shall be
entitled  to  the  benefits  of  this  provision,  if the  Chairman  voluntarily
terminates  the Agreement  after 30 days written notice to Company and following
the  occurrence of any of the following  events,  provided a "Change of Control"
has occurred: (i) the assignment to the Chairman of any duties inconsistent with
the  highest  position   (including  status,   offices,   titles  and  reporting
requirements),  authority,  duties or responsibilities  attained by the Chairman
during the term of his  Agreement  with the Company or any action by the Company
or its Board of  Directors  which  results  in a material  diminishment  in such
position,  authority,  duties or  responsibilities as were in effect immediately
prior to the Change in Control;  (ii) a decrease in the Chairman's  compensation
(including base salary, bonus or fringe benefits);  (iii) a substantial increase
in the number of days  required  for the  Chairman  to fulfill his duties to the
Board or Company or a substantial  increase in travel by the  Chairman,  in each
case as compared to the amount of days or travel  required  prior to such Change
in Control; or, (iv) failure of any successor of the Company to comply with this
Agreement.  In  consideration  for the benefits  conferred to the Chairman under
this  provision,  in the  absence of a Trigger  Event,  the  Chairman  agrees to
continue his duties, following a Change of Control, for the term remaining under
the Agreement.

In addition,  should a "Change of Control"  occur,  all stock options granted by
the Company to the Chairman,  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 the
Chairman shall have 90 days to exercise such options following a Trigger Event.

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


(i)          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,

(ii)         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.

This Agreement shall be binding upon any successor of the Company.

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
22, day of December, 1998.


One Price Clothing Stores, Inc.                           Leonard M. Snyder


/s/ Larry I. Kelley                                       /s/ Leonard M. Snyder
By:  Larry I. Kelley                                      Chairman
Title:  President & CEO