ONE PRICE CLOTHING STORES INC
AMENDMENT TO L SNYDER LETTER OF UNDERSTANDING
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>yr0110j2.txt
<DESCRIPTION>AMENDMENT TO L SNYDER LETTER OF UNDERSTANDING
<TEXT>
Exhibit 10(j)(2) Amendment to Letter of Understanding regarding Non-Executive
Chairman of the Board position and Consulting Agreement dated February 3, 2002
between the Registrant and Leonard M. Snyder.


February 13, 2002

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


         Re:  Amendment to Letter of Understanding Dated February 7, 2001
                 Regarding Non-Executive Chairman Position

Dear Lenny:


As discussed, as a result of the renewal of your employment agreement, the term
of the letter agreement dated February 7, 2001 regarding your prospective role
as Non-Executive Chairman ("Letter Agreement") shall be revised as follows:


1.       Length of Term. Upon the completion of your employment under the
         revised employment agreement, dated February 3, 2002, you shall
         either be reinstated as non-Executive Chairman of the Board or
         appointed Executive Chairman for the period commencing February 2, 2003
         until the June 2004 Annual Shareholders' meeting in accordance with the
         applicable terms outlined in the Letter Agreement.

Except as set forth above, all other terms of such Letter Agreement shall remain
in effect.


Sincerely Yours,

Laurie M. Shahon
Chair - Compensation Committee

Acknowledged and Agreed:

Leonard M. Snyder:  /s/ Leonard M. Snyder
                    ---------------------

</TEXT>
</DOCUMENT>
