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  ONE PRICE CLOTHING STORES, INC. AND SUBSIDIARIES
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<S>                   <C>
  EXHIBIT 10(r)       Employment Agreement dated October 21, 1991 and Amendment to Employment Agreement dated
                      April 16, 1998 between the Registrant and George V. Zalitis.
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                                                 AGREEMENT BETWEEN

                                          ONE PRICE CLOTHING STORES, INC.

                                                        AND

                                                     EMPLOYEE



         THIS AGREEMENT  made and entered into duplicate  original this 21st day
of October,  1991, by and between ONE PRICE  CLOTHING  STORES,  INC., a Delaware
Corporation  with its principal  place of business in the County of Spartanburg,
State of South Carolina,  (hereinafter  referred to as "Employer") and George V.
Zalitis  resident of the County  Suffolk,  State of New York,  George V. Zalitis
(hereinafter referred to as "Employee").

                                                    WITNESSETH:

   WHEREAS, Employee is or is to become employed by Employer at the will of each
under a written or oral employment  agreement  whereunder  Employee will perform
certain services for Employer in connection with its business, and

   WHEREAS,  in consideration  of such employment,  the Employee has agreed with
the Employer as hereunder set forth.

   NOW,  THEREFORE,  for and in  consideration  of the  mutual  promises  herein
contained  and the  benefits  which have and will  inure to each of the  parties
hereto and as an  inducement  to  Employer  to employ and to  continue to employ
Employee, the parties hereto do agree as follows:

         (1)      Employer will employ and will continue to employ Employee, and
                  Employee will be and will continue to be in the  employment of
                  Employer under the aforesaid  employment agreement as the same
                  may  hereafter be modified and amended in writing from time to
                  time by mutual  agreement  between Employer and Employee until
                  Employee's  employment is  terminated  by either  party,  such
                  termination to be at the will of either party at any time.

         (2)      Upon such termination of Employee's  employment with Employer,
                  whether voluntary or involuntary,  and whether with or without
                  cause,  Employee  shall not be  prohibited  from  engaging in,
                  directly or  indirectly,  alone or jointly with another person
                  or  corporation  as  agent,  employee,  manager,   proprietor,
                  stockholder,   partner,  or  otherwise,  any  type  of  retail
                  merchandising  business  offering  women's  apparel  for sale.
                  Employee  agrees not to employ or in any manner seek to employ
                  or cause to be employed any other  employee of employer in any
                  such retail  merchandising  business  for a period of one year
                  following  Employee's   termination  of  employment  or  while
                  Employee shall be employed by Employer.

         (3)      Employee  acknowledges that during his employment he will have
                  access to confidential information belonging to and considered
                  to  be  the  property  of  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  merchandising  business in which Employer
                  is  engaged,   including   but  not  limited  to   information
                  concerning   Employer's   suppliers,   involving   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 expansion plan; information
                  concerning real estate leasing strategy and plans; all pricing
                  information  relating  to  merchandise  offered  for  sale  by
                  Employer;  customers'  list and all  information  dealing with
                  customer   surveys  or   profiles  or   customers'   needs  or
                  preference;  all date  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  without  prior  express   written   consent  of
                  Employer,  either during their employment or after termination
                  of 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 affair of Employer.

         (4)      This agreement shall be governed and controlled by the laws of
                  the  State  of  South  Carolina  and any  controversy  arising
                  hereunder  shall be  resolved  in the  Courts  of the State of
                  South  Carolina.  The  Employee,  by  the  execution  of  this
                  agreement,  submits himself to the  jurisdiction of the Courts
                  of the State of South Carolina.

         (5)      The  invalidity or  unenforceability  of any provision of this
                  agreement   shall   in  no  way   affect   the   validity   or
                  enforceability of any other provision.

         (6)      All  pronouns  and  references  to  gender  and any  variation
                  thereof used in this agreement shall be deemed to refer to the
                  masculine, feminine, neuter, singular or plural as the context
                  may require.

         (7)      This agreement  shall be binding upon and inure to the benefit
                  of the parties hereto, their heirs, executors, administrators,
                  successors and assigns.

   IN WITNESS  WHEREOF,  the parties  hereto have  hereunto  set their hands and
   seals the year and day first above written.
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<S>      <C>                                         <C>
         Signed, Sealed and Delivered                ONE PRICE CLOTHING STORES, INC.
                In the presence of:

         /s/  Gregory R. Moxley                      By:  /s/ R. S. Waters
                                                          Raymond S. Waters
         /s/ Diane O'Bryant                               Secretary/Treasurer
         As to Employer

         /s/ Janet Smith                                  /s/ George V. Zalitis
         /s/ Betty Greggs
         As to Employee
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               First Amendment to Employment Agreement Dated October 21, 1991
             by and between One Price Clothing Stores, Inc. and George Zalitis

             ----------------------------------------------------------------



On October 21, 1991, George Zalitis ( "Mr. Zalitis" or "Employee")  entered into
an employment  contract (the "Agreement")  with One Price Clothing Stores,  Inc.
("One Price" or "Employer").  Consistent with Employee's recent promotion to the
position  of  Senior  Vice-President,  Planning,  Allocation  and  Distribution,
Employer and Employee wish to amend such Agreement as follows:

Section 4(a) of the  Agreement,  providing  for  "Compensation  and Benefits" is
hereby amended to provide for a base salary of $200,000.

The Agreement  currently  provides for payments upon termination under the first
sentence in section 4. (g) as follows:

     "In the event  Employee is terminated by Employer,  with or without  cause,
except for fraud, theft,  dishonesty,  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 section 4. (g)  is hereby amended by adding the following sentence
immediately after such first sentence in Section 4. (g) 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  entity  (including  a  position  with  a  company,   or
partnership,  or substantially full-time self employment) 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 diligently pursue 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.

In addition to the forgoing amendments, the three year restriction of Section 6.
of the  Agreement,  "NON-COMPETITION"  is hereby amended by adding the following
language to clarify that:

     "Upon  termination,  whether  voluntary or involuntary,  Employee shall not
engage in 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  termination.  Ceiling price
points and single price concepts shall be included."

The  Agreement is further  amended by adding the following new Section 17, which
shall provide:

     "In  the  event  of  involuntary  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."

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.
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<S>                                                           <C>
One Price Clothing Stores                                     George Zalitis

By: /s/ Larry I. Kelley                                       /s/ George Zalitis
    Larry I. Kelley                                           "EMPLOYEE"
    President and C.E.O.
    "EMPLOYER"
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