Exhibit 10(t)(3) Amendment Number One dated January 31, 2002 to common Stock
Warrant Agreement dated September 13, 2001 by and between the Registrant and
Enhanced Retail Funding, LLC.


                                                  AMENDMENT NO. 1
                                            TO STOCK PURCHASE WARRANT
                                             DATED SEPTEMBER 13, 2001

         THIS  AMENDMENT NO. 1 TO STOCK  PURCHASE  WARRANT is entered into
effective as of January 31, 2002 by and among, One Price Clothing Stores, Inc.,
a Delaware  corporation (the "Company") and Enhanced Retail
Funding, LLC ("Holder").

                                                     RECITALS

         WHEREAS, on September 13, 2001, the Company issued a Stock Purchase
Warrant (the "Stock Purchase Warrant") pursuant to which the Company granted
Holder a warrant to purchase up to 20,000 shares of Common Stock, $.001 par
value per share (the "Common Stock") at an exercise price equal to the closing
price of the Company's Common Stock as quoted on the NASDAQ Stock Market on
September 10, 2001 (the "Exercise Price").

         WHEREAS, the Exercise Price is $2.00 per share.

         WHEREAS, the parties desire to amend certain terms of the Stock
Purchase Warrant and to clarify other terms to clearly express the parties
intent that the Warrant Purchase Price and the number of shares issuable upon
exercise of the Stock Purchase Warrant shall be proportionately adjusted in the
event of certain events and transactions.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties signatory
hereto agree as follows.

1.   Definitions.  Capitalized terms used but not otherwise defined herein shall
     have the respective  meanings  ascribed to such terms in the Stock Purchase
     Warrant.

2.   Amendments to the Stock Purchase Warrant.

         (i) Section 2 is hereby amended by inserting the words "(the
"Expiration Date")" after the words "Original Issue Date" at the end of the
paragraph.

         (ii) Section 6 is hereby amended to clarify that appropriate
adjustments shall be made to the Warrant Purchase Price and the number of shares
issuable upon exercise of the Warrant in the event of reclassifications,
reorganizations and other similar changes in the Common Stock of the Company. As
revised Section 6 shall read as follows:

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.

         (iii) Section 7 of the Stock Purchase Warrant is hereby amended to
clarify that appropriate adjustments shall also be made to the number of shares
issuable upon exercise of the Warrant in the event of subdivisions, stock
dividends and stock combinations. As revised Section 7 shall read as follows:

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.

         (iv) Section 16(f) is amended to insert the following parenthetical in
lieu of the parenthetical "(or in any related registration statement,
notification or the like)" in the first full sentence of such paragraph:

         "(i.e., in any registration statement,  prospectus,  offering circular
or other document, each as from time to time amended or supplemented by
the Company)"

3.   Counterparts;  Facsimile Execution. This Amendment No. 1 may be executed in
     separate counterparts,  each of which when so executed and delivered, shall
     be deemed an original,  and when taken together,  shall  constitute one and
     the same  instrument.  Delivery of an executed  counterpart  of a signature
     page to this Amendment No. 1 by facsimile shall be as effective as delivery
     of a  manually  executed  counterpart  of this  Amendment  No. 1. Any party
     delivering  an executed  counterpart  of this  Amendment No. 1 by facsimile
     also shall deliver a manually executed  counterpart of this Amendment No. 1
     but the failure to deliver a manually executed counterpart shall not affect
     the validity, enforceability, and binding effect of this Amendment No. 1.

4.   Effect on Stock Purchase Warrant.  The Stock Purchase  Warrant,  as amended
     hereby, shall be and remain in full force and effect in accordance with its
     terms and hereby is ratified and confirmed in all respects.  The amendments
     made hereby are not intended to create a new holding period for purposes of
     federal or state  securities law, but are being made to clarify and confirm
     the parties understanding and intent under the Stock Purchase Warrant.


                                    [Signatures appear on the following page.]


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to Stock Purchase Warrant to be executed as of the date first above written.

                                  ONE PRICE CLOTHING STORES

                                  By:      /s/ C. Burt Duren
                                       ------------------------------
                                  Name:    C. Burt Duren
                                       ------------------------------
                                  Title:   Vice President & Treasurer
                                       ------------------------------

                                  ENHANCED RETAIL FUNDING, LLC

                                  By:      /s/ Lawrence Klaff
                                       ------------------------------
                                  Name:    Lawrence Klaff
                                       ------------------------------
                                  Title:   Vice President
                                       ------------------------------