EMPLOYMENT AGREEMENT


         THIS AGREEMENT,  made and entered into this 30th day of March, 1992, by
and between One Price Clothing  Stores,  Inc., a Delaware  corporation  with its
principal place of business in Spartanburg County,  South Carolina,  hereinafter
referred to as "Employer," and Ron Swedin, a resident of Bloomingdale,  State of
New Jersey, hereinafter referred to as "Employee."

                                                   W I T N E S S E T H :

         For and in  consideration  of the mutual  covenants and promises of the
parties  hereto and the  benefits  inuring to the parties  hereto,  Employer and
Employee agrees as follows:

         1.  EMPLOYMENT.  Subject to the terms and conditions of this Agreement,
employer  employs  Employee as its Vice President of Stores and Employee accepts
such  employment with Employer.  The employment  hereunder shall commence on the
date Employee reports for full time work, and shall continue until terminated as
hereinafter provided.

         2.       TERMINATION.  The employment hereunder shall terminate at the 
will of either party at any time, with or without cause, or upon the mutual 
agreement of the parties hereto.

         3.       DUTIES OF EMPLOYEE.  Employee shall serve Employer faithfully 
and to the best of his ability.  Employee shall devote his full time and efforts
 to his duties as an employee of Employer.

         4.       COMPENSATION AND BENEFITS.

                  (a) Salary.  For all services  rendered to Employer under this
Agreement,  Employer  shall pay  Employee an annual base salary of not less than
$160,000,  subject  to annual  review,  payable  in  bi-weekly  installments  in
accordance  with the  usual  payroll  practice  of  Employer,  less all  legally
required deductions.

                  (b)  Bonus.  In  addition  to the above  salary,  the Board of
Directors of Employer,  in its sole discretion,  may award to Employee an annual
bonus in  accordance  with a bonus  plan that has been  adopted  by the Board of
Directors.  Employee shall be entitled to a first year minimum bonus of $16,000,
provided Employee is actively employed by Employer at January 31, 1993.

                  (c) Special Stock Option.  Employee shall be granted an option
for 15,000 shares of  Employer's  common stock at the market price on the day of
grant,  exercisable twenty (20%) percent annually  commencing twelve (12) months
from the day of grant.  This option shall be granted on the day Employee reports
for fulltime work.

                  (d) Automobile.  Employer shall provide  Employee with the use
of an automobile,  with a value not to exceed $25,000.00. In addition,  Employer
agrees to take care of maintenance,  insurance, gas and oil, etc. Adjustment for
personal use shall be accounted for under  appropriate  Internal Revenue Service
Regulations.




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                  (e)      Other Benefits.

                           (i)      During the term of his employment, Employee
shall be entitled to participate in all employee benefits as are customarily 
provided to its officers by Employer, and to participate in such other employee 
benefits as may from time to time be instituted by Employer's Board of Directors

                           (ii)     Employee shall also be entitled to 
reimbursement of all reasonable hotel, travel,  entertainment and other business
expenses actually incurred by Employee in  the course of Employee's  employment
upon  submission  to  Employer  of satisfactory documentation thereof.

                  (f)      Moving Expenses.  Employer shall reimburse Employee 
for:

                  (i)      Employer agrees to reimburse Employee for air travel 
up to six (6) round trip    airline    tickets,    other    than    first-class,
to and from Greenville/Spartanburg, SC/New York, NY or Newark, NJ.

                 (ii)     Transportation of household goods and effects, and not
more than two (2) automobiles.

                (iii)    Upon reporting for work Employer agrees to reimburse 
Employee for up to three (3) months for the cost of interim living expenses,  
such reimbursement to cover  lodging  only.  Total cost of interim  living  
expenses  not to exceed $2,500.

                (iv)     Employer agrees to reimburse Employee for lodging, 
meals, etc., for a maximum of three (3) trips, which includes the actual moving 
event.

                  (g) Employer  shall pay  Employee up to $30,000 of  documented
expenses for brokerage fees, closing costs, double mortgage payments and any and
all  other  related  relocation  expenses.   This  payment  will  be  made  upon
presentation of documentation on or after the first day of employment.

                  (h)  Payments  Upon  Termination.  In the  event  Employee  is
terminated  by  Employer,  with our  without  cause,  except for  fraud,  theft,
dishonesty  or  criminal  intent,  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.  In the event  Employee
voluntarily  terminates his employment with Employer, he shall be entitled to no
additional  payment upon such termination other than any then accrued but unpaid
salary, vacation pay, or other normal reimbursement items. In the event Employee
shall  voluntarily  terminate his  employment  with Employer  prior to his first
anniversary of employment, Employee shall reimburse Employer fifty (50%) percent
of payments  received for moving expenses and relocation  expense  reimbursement
set forth in paragraph (f) and paragraph (g) above.




<PAGE>



         5.  CONFIDENTIAL  INFORMATION.  Employee  acknowledges  that during his
employment  he will have access to  confidential  information  belonging  to 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  business  in which  Employer  is engaged  including  information
concerning  Employer's suppliers,  including 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 plans;  real estate strategy and
expansion plans;  all pricing  information  relating to merchandise  offered for
sale by Employer;  customers' list and all  information  dealing with customers'
needs or preferences; all data 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 or entity without prior express written consent of Employer, either
during or following the termination of Employee's  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 affairs of Employer.

         6.       NON-COMPETITION.

                  (a) Upon  termination of Employee's  employment with Employer,
whether  voluntary or involuntary  and whether with our without cause,  Employee
will not for a period of three (3) years from date of such  termination  conduct
or engage in, directly or indirectly, alone or jointly, with any other person or
corporation as agent,  consultant,  employee,  manager,  purchaser,  proprietor,
stockholder,  co- partner,  or otherwise,  any type of retail  apparel  business
which uses the one price concept or a substantially  similar concept,  such as a
ceiling price point. This restriction applies to the continental United States.

                  (b) Employee  agrees not to employ or cause to be employed any
other  employee  of Employer  for a period of three (3) years  after  Employee's
termination  of  employment.  This  restriction  applies to any type of business
which Employee may enter.

         7.  NOTICES.  All  notices,  consents,  changes  of  address  and other
communications (hereinafter referred to as "Notice(s)") required or permitted to
be made under the terms of this  Agreement  shall be in writing and shall be (i)
personally  delivered by an agent of the relevant Party, or (ii)  transmitted by
postage prepaid, certified or registered mail:
<TABLE>
<S>                      <C>                           <C>
                           To Employer:              One Price Clothing Stores, Inc.
                                                     Post Office Box 2487
                                                     Spartanburg, SC  29304

                           To Employee:              Ron Swedin
                                                     Bloomingdale, NJ
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         8. WAIVER OF BREACH. The waiver of Employer of a breach by Employee of 
any provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach by Employee.  No waiver shall be valid unless in writing 
and signed by any authorized officer of Employer.

         9.       ASSIGNMENT.  Employee acknowledges that the services to be 
rendered by Employee are unique and personal.  Accordingly, Employee may not 
assign any of Employee's rights or delegate any of Employee's duties or 
obligations under this Agreement.  The rights and obligations of Employer under 
this Agreement shall inure to the benefit of and all be binding upon the 
Employer, and its successors and assigns.


<PAGE>


         10.      REPRESENTATIONS AND WARRANTIES. Employee represents and 
warrants to Employer that he is under no obligation to or bound by any contract 
with any person, corporation or other entity which would prohibit or in any way
interfere with the performance of his duties and obligations to Employer under 
this Agreement.

         11.      SEVERABILITY.   If any provision of this Agreement as applied 
to either party or to any circumstance shall be adjudged by a court to be 
invalid or unenforceable, the same shall in no way affect any other provision of
 this Agreement, or the application of each provision to any other fact or
circumstances.

         12.  ENTIRE  AGREEMENT,  MODIFICATION  OR  AMENDMENTS.  This  Agreement
constitutes  the entire  agreement  of the parties  with  respect to its subject
matter and supersedes all prior oral or written  agreements.  This Agreement may
be modified or amended from time to time by the mutual  agreement of the parties
hereto.  No  modification  or amendment of this Agreement  shall be binding upon
either  party  unless it is in writing and  executed  by the party  sought to be
charged.

         13.      COUNTERPARTS.  This Agreement may be executed in one or more 
counterparts, all of which taken together shall constitute one instrument.

         14.      CAPTIONS.      The captions contained in this Agreement are 
for reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.

         15.      GOVERNING LAW.            This Agreement shall be governed by 
and construed in accordance with the laws of the State of South Carolina, 
without giving effect to South Carolina's rules of conflicts of law, and regard-
less of the place or places of its physical execution and performance.

         16.  ENFORCEMENT.  This  Agreement  may only be  enforced in a court of
competent jurisdiction in Spartanburg County, South Carolina. Employee agrees to
submit to the  jurisdiction of a court of competent  jurisdiction in Spartanburg
County,  South  Carolina,  whether or not then residing in South  Carolina.  The
prevailing  party shall be entitled to recover  from the other party the cost of
any court action, including reasonable attorneys fees.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.
<TABLE>
<S>                                                  <C>
Witnesses:                                           One Price Clothing Stores, Inc.
/s/ Diane O'Bryant                                   By:      /s/ Henry D. Jacobs, Jr.                                (Seal)
--------------------------------------------                  -------------------------------------------------------
                                                              Henry D. Jacobs, Jr.
                                                              Chairman of Board of Directors
------------------------------------------------------
As to Employer
                                                              "EMPLOYER"
/s/ J. Coursen                                                /s/ Ron Swedin                                               (Seal)
As to Employee                                                Ron Swedin
                                                              "EMPLOYEE"


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