Exhibit 10.84

                    SEPARATION AGREEMENT AND GENERAL RELEASE


         THIS SEPARATION  AGREEMENT AND GENERAL RELEASE is made and entered into
by and between HARRY M. CALL (hereinafter referred to as "Employee") and GOODY'S
FAMILY CLOTHING, INC. (hereinafter referred to as "Company").

                               STATEMENT OF FACTS

         Employee   desires  to  resign  from  the   Company  to  pursue   other
opportunities. Employee desires to accept the following agreements, and Employee
and the Company desire to settle fully and finally any  differences and disputes
between them, including,  but in no way limited to, any differences and disputes
that might arise, or have arisen, out of Employee's employment with the Company,
and the termination thereof.

                               STATEMENT OF TERMS

         In consideration of the premises and mutual promises herein  contained,
it is agreed as follows:

         Section 1.........Non-Admission of Liability.
                           --------------------------

         This Separation  Agreement and General Release (the "Agreement")  shall
not in any way be  construed  as an  admission  by the Company that it has acted
wrongfully  with respect to Employee or any other  person,  or that Employee has
any rights  whatsoever  against the Company (except as expressly recited in this
Agreement),  and the Company specifically disclaims any liability to or wrongful
acts against Employee or any other person, on the part of itself,  its employees
or its agents.

         Section 2.        Termination of Employment.
                           -------------------------

         Employee  represents,  understands  and agrees that his employment with
the Company will terminate on July 28, 2000 (the "Date of Termination").

         Section 3.        Return of Consideration.
                           -----------------------

         Subject to Section 11 of this Agreement, Employee understands that this
Agreement  is  final  and  binding.   If  Employee  attempts  to  challenge  the
enforceability of this Agreement,  he shall initially tender to the Company,  by
certified funds delivered to the Company, all monies and other value he receives
pursuant to this  Agreement,  and shall invite the Company to retain such monies
and agree with him to cancel this  Agreement.  In the event the Company  accepts
this offer,  the Company  shall retain such monies and this  Agreement  shall be
cancelled.  In the event the Company  does not accept  such  offer,  the Company
shall so notify  Employee,  and shall place such  monies in an  interest-bearing
escrow  account  pending  resolution of the dispute as to whether this Agreement
shall be set aside and/or otherwise rendered unenforceable.

         Section 4.        Consideration.
                           -------------

                  a.  Severance  Payment.  The Company  agrees to pay Employee a
severance payment in the total gross amount of FOUR HUNDRED SEVENTY-ONE THOUSAND
SIX HUNDRED  SEVENTY-ONE AND 68/100 DOLLARS  ($471,671.68),  less applicable tax
withholding  and other  standard  deductions.  Employee  acknowledges  that this
payment is in  consideration of his execution of this Agreement and provides him
with an  additional  payment to which he would  otherwise  not be entitled.  The
consideration  to be paid by the  Company  to the  Employee  as  recited in this
Section  4a.  shall  occur  within  fifteen  (15)  days  after  the  "  Date  of
Termination".

                  b. Continuing  Compensation  and Benefits.  In addition to the
severance  payment recited in Section 4a. above,  the Employee shall be entitled
to  receive  his  current   compensation   and  benefits  through  the  Date  of
Termination.  After the Date of Termination, the Employee may exercise his right
under the Consolidated  Omnibus Budget  Reconciliation  Act of 1985 ("COBRA") to
continue his health coverage  through the Company's  existing group health plan,
provided  Employee  exercises such rights and otherwise  complies with the terms
and conditions of COBRA.

                  c. Other Benefit  Plans.  The Company has awarded the Employee
with Company stock option  awards  through the  Company's  1991 Stock  Incentive
Plan,  1993 Stock  Option  Plan and 1997 Stock  Option Plan  (collectively,  the
"Stock Option  Plans").  The Employee is a participant  in the Company's  401(k)
Retirement  Plan  and  the  Company's  Executive  Deferral  Plan  (jointly,  the
"401(k)").  Notwithstanding  anything  to the  contrary in this  Agreement,  the
Employee's  rights,  if any, in the Stock  Option  Plans and the 401(k) shall be
governed solely by the terms and conditions of the Stock Option Plan and 401(k).

         Section 5.        Cessation of Authority.
                           ----------------------

         Employee  understands  and agrees  that  after July 7, 2000,  he was no
longer authorized to incur any expenses,  obligations or liabilities, or to make
any  commitments  on behalf  of the  Company.  Employee  agrees to submit to the
Company  within  twenty  (20)  days  from  the Date of  Termination  any and all
expenses  incurred by him through July 7, 2000.  Such expenses  shall be paid by
the Company in accordance with its existing policies and procedures.

         Section 6.        Return of Company Materials and Property.
                           ----------------------------------------

         Employee  understands  and agrees that he will turn over to the Company
on or before his  execution of this  Agreement  all files,  memoranda,  records,
credit  cards  and other  documents,  physical  or  personal  property  which he
received from the Company  and/or which he used in the course of his  employment
with the Company and which are the  property of the  Company.  Employee  agrees,
represents and acknowledges that as a result of his employment with the Company,
he has had in his custody,  possession and control proprietary documents,  data,
materials,  files and other similar items concerning proprietary  information of
the Company as described in the Employment Agreement dated May 20, 1998 attached
as Exhibit "A" to this  Agreement  (the  "Employment  Agreement"),  and Employee
acknowledges,  warrants  and agrees that he has  returned all such items and any
copies or extras thereof and any other property,  files or documents obtained as
a  result  of  his  employment  with  the  Company  and  he has  held  all  such
confidential and proprietary  information in trust and in strict  confidence and
will continue to do so, and that he has complied and will comply with Section 12
of the Employment  Agreement  regarding  proprietary  information,  and will not
utilize or disclose any  confidential or proprietary  information of the Company
to any other person or entity for any reason whatsoever.

         Section 7.        Employment Agreement; No Solicitation.
                           -------------------------------------

         Employee  understands  and  agrees  that the terms of Section 12 of the
Employment Agreement are fully enforceable and remain in full force and effect.

         Section 8.        No Obligation.
                           -------------

         Employee  agrees and  understands  that his  entitlement to receive the
consideration  set  forth  above  is  conditioned  upon  his  execution  of this
Agreement  and his  compliance  with the terms of Section  12 of the  Employment
Agreement.

         Section 9.        Severability.
                           ------------

         The provisions of this  Agreement are severable,  and if any part of it
is found to be unenforceable,  the other paragraphs shall remain fully valid and
enforceable.  This Agreement shall survive the  termination of any  arrangements
contained herein.

         Section 10.       Consultation with an Attorney.

         The  Company  advises  Employee to consult  with an  attorney  prior to
executing this  Agreement.  Employee  agrees that he has had the  opportunity to
consult counsel if he chose to do so. Employee further  acknowledges that he has
had  ample  time  in  which  to  execute  this  Agreement,  and  that he has had
sufficient  time to read  and  consider  this  Agreement  before  executing  it.
Employee  acknowledges  that he is responsible  for any costs and fees resulting
from  his  attorney  reviewing  this  Agreement.  Employee  agrees  that  he has
carefully read this Agreement and understands  its contents,  that he signs this
Agreement  voluntarily,  with a full  understanding  of  its  significance,  and
intending to be bound by its terms.

         Section 11.       Period of Consideration; Right to Revoke.
                           ----------------------------------------

         Employee  acknowledges that in further  consideration of his release of
any claims under the Age  Discrimination  in  Employment  Act, and in compliance
with such Act, may take up to twenty one (21) days to decide whether he wants to
accept  and sign this  Agreement.  Employee  acknowledges  that if he signs this
Agreement  within less than 21 days,  such decision was knowing and voluntary on
his part and in no way was  coerced  by the  Company.  If  Employee  signs  this
Agreement,  Employee  may revoke and cancel  this  Agreement  at any time within
seven (7) days after each  party's  execution  of this  Agreement  by  providing
written  notice of revocation to the Company.  If Employee does so revoke,  this
Agreement will be null and void. This Agreement  shall not become  effective and
enforceable until after the expiration of this seven (7) day revocation  period;
after such time, if there has been no revocation,  the Agreement  shall be fully
effective and  enforceable  on the day following  such seven (7) day  revocation
period.

         Section 12.   Complete Release; Promise Not to Sue on Claims Released.
                       -------------------------------------------------------

         As a material  inducement to the Company to enter into this  Agreement,
Employee hereby irrevocably and  unconditionally  releases,  acquits and forever
discharges  the  Company  and  each  of  the  Company's  owners,   stockholders,
predecessors,  successors,  assigns,  agents,  directors,  officers,  employees,
representatives,   attorneys,   parent   companies,   divisions,   subsidiaries,
affiliates (and agents,  directors,  officers,  employees,  representatives  and
attorneys of such parent companies, divisions, subsidiaries and affiliates), and
all  persons  acting  by,  through,  under  or  in  concert  with  any  of  them
(collectively  "Releasees"),  or any of them,  from any and all, but not limited
to,  rights  arising out of alleged  violations  or  breaches of any  contracts,
express or implied,  or any tort,  or any legal  restrictions  on the  Company's
right to  terminate  employees,  or any  federal,  state  or other  governmental
statute, regulation, or ordinance,  including, without limitation: (1) Title VII
of the Civil  Rights Act of 1964,  as  amended by the Civil  Rights Act of 1991,
(race, color, religion, sex, and national origin discrimination);  (2) 42 U.S.C.
ss. 1981  (discrimination);  (3) the Americans with Disabilities Act (disability
discrimination);  (4) 29  U.S.C.  ss.ss.  621-624  (the  Age  Discrimination  in
Employment  Act); (5) 29 U.S.C.  ss.  206(d)(1) (equal pay); (6) Executive Order
11246 (race,  color,  religion,  sex and national  origin  discrimination);  (7)
Executive   Order   11141  (age   discrimination);   (8)   Section  503  of  the
Rehabilitation  Act  of  1973  (handicap  discrimination);  (9)  intentional  or
negligent infliction of emotional distress or "outrage";  (10) defamation;  (11)
interference with employment; (12) wrongful discharge; (13) invasion of privacy,
or (14) any claim of any other type whatsoever  arising out of his employment by
the Company or the termination  thereof,  which Employee now has, owns or holds,
or claims to have,  own or hold, or which Employee at any time  heretofore  had,
owned or held,  or claimed to have,  owned or held,  against  each or any of the
Releasees at any time up to and including the date of this Agreement;  provided,
however,  that the Employee does not release the Company from any claims related
to a breach by the Company of its obligations hereunder. Nothing herein shall be
deemed to be a release of the  Employee's  rights,  if any,  to  indemnification
pursuant  to any Company  insurance  contract,  or  provision  of the  Company's
Charter or the Company's Bylaws which purports to create, for the benefit of the
Employee, rights to indemnification.

         Employee acknowledges that the severance payment recited in Section 4a.
of this Agreement is further being given to him in return for his promise not to
initiate any court or judicial-type proceeding against the Company that involves
any claim that he has  released in this  Section 12 and that if he breaches  his
promise not to sue he will pay all costs and expenses of defending  against such
suit incurred by the Company.

         As a further  material  inducement  to the  Employee to enter into this
Agreement,  the Company hereby irrevocably and unconditionally  releases acquits
and forever discharges  Employee from any and all charges,  complaints,  claims,
liabilities, obligations, promises, agreements, controversies, damages, actions,
causes of action, suits, rights,  demands, costs, losses, debts, and expenses of
any nature whatsoever,  known or unknown,  suspected or unsuspected,  related to
Employee's  employment relation with the Company;  provided,  however,  that the
Company  does not release  Employee  from any claims  related to a breach by the
Employee of his obligations hereunder.  The Company promises not to initiate any
court or judicial-type  proceeding  against the Employee that involves any claim
that it has released in this Section 12 and if the Company  breaches its promise
not to sue, the Company  will pay all costs and  expenses of  defending  against
such suit incurred by Employee.

         Section 13.       Resignation.
                           -----------

         Simultaneous  with  the  execution  of this  Agreement,  Employee  will
certify  in  writing  to the  corporate  secretary  of the  Company  that he has
resigned  as a member of the Board of  Directors  of the  Company  and all other
positions  and all other  capacities  of the Company and its  subsidiaries.  The
effective date of such resignations shall be July 28, 2000.

         Section 14.        Confidentiality.
                           ----------------

         Employee  agrees  to  hold  this  Agreement  and  the  terms  of  it in
confidence  and not to disclose  the  existence,  content or details  thereof to
anyone,  other  than  to his  spouse,  his  attorneys,  accountants  and/or  tax
advisers,  who must be advised of and agreed to be bound by the  confidentiality
provision,  except as required by law,  rule or  regulation.  The  Company,  its
officers,  directors and employees likewise agree to keep this Agreement and its
contents  confidential,  except as required by law, rule or regulation.  Company
may  disclose  the  existence  of this  Agreement  and/or  its  details to those
individuals (including the Company's lenders,  external accounting firms and law
firms)  or  other  management  officials  who  have  a  "need  to  know"  in the
furtherance  of  their  official  duties,  or in  furtherance  of the  Company's
business interest.

         Section 15.  Non-Disparagement; Cooperation.

         Employee  agrees not to  indulge in any  conduct  that is  intended  to
reflect  adversely  upon the Company,  its  employees,  officers,  directors and
shareholders.  Employee  further agrees not to make any  statements  that may be
reasonably  construed to disparage the reputation or character of the Company or
its employees,  officers, directors or shareholders.  The Company's officers and
directors  agree  that  they  will  not:  (i)  make any  statements  that may be
reasonably  construed to disparage  the  reputation or character of Employee or,
(ii) indulge in any conduct that is intended to reflect adversely upon Employee.
Upon request from future  potential  employers,  the Company agrees to provide a
reference  (consistent with the Company's current policy) reflecting  Employee's
date of hire, his date of resignation, and his position with the Company.

         In  consideration  of the  payments  made by the Company to Employee as
described in Section 4a. of this Agreement, Employee agrees to cooperate without
additional compensation (except for Employee's reasonable out-of-pocket expenses
such as travel,  meals and  lodging)  with the Company and its  attorneys in the
defense of all  claims or actions  (whether  in an  administrative  agency or in
court) involving the Company. Such cooperation shall include, but not be limited
to, making himself available as reasonably  requested to meet with the Company's
attorneys to discuss his  knowledge  of  pertinent  facts and to prepare for his
testimony  concerning those facts,  appearing as required at deposition or trial
to testify  as to those  facts,  and  testifying  truthfully  to the best of his
abilities. In the event that he is required to testify at deposition or at trial
in  connection  with any  such  action,  the  Company  will  provide  him  legal
representation at the deposition and/or trial.

         Section 16.       No Other Representations.
                           ------------------------

         Employee  represents and acknowledges  that in executing this Agreement
he does not rely, and has not relied,  upon any  representation or statement not
set  forth  herein  made  by any of the  Releasees  or by any of the  Releasees'
agents,  representatives,  or attorneys with regard to the subject matter, basis
or effect of this Agreement or otherwise.

         Section 17.  Prevailing Party.

         In the event that any lawsuit or  proceeding  is brought to enforce the
terms of this  Agreement,  the prevailing  party shall recover against the other
party reasonable  attorneys' fees and expenses  incurred in connection with such
action, including any appeals.

         Section 18.  Choice of Law.

         This agreement shall be construed and interpreted according to the laws
of the State of Tennessee.

         Section 19.       Sole and Entire Agreement.
                           -------------------------

         This  Agreement  sets forth the entire  agreement  between  the parties
hereto,  and supersedes any and all prior agreements or  understandings  between
the parties  pertaining  to the subject  matter  hereof  with the  exception  of
Section 12 of the Employment Agreement, which remains in effect to the extent it
is not inconsistent with this Agreement.

         Employee  warrants  that  he  has  had  ample  time  to  consider  this
Agreement,  that he  understands  its  provisions,  and that he enters into this
Agreement voluntarily and after having the opportunity to receive the advice and
counsel of his attorney.



<PAGE>



     PLEASE READ CAREFULLY.  THIS AGREEMENT  INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.

         Executed at Knoxville, Tennessee this __18th____ day of July, 2000.


Sworn to and subscribed                              ____/s/ Harry M. Call____
                                                         -----------------
before me this _18th___ day                                   Harry M. Call
                ----
of July 2000.


___/s/ Benjamin E. Williams_______________
   ------------------------
         NOTARY PUBLIC

My Commission Expires: 11/05/2003

         [NOTARY SEAL]



         Executed at Knoxville, Tennessee this __18th___ day of July 2000.

                                                 GOODY'S FAMILY CLOTHING, INC.


                                              By:      /s/ Robert M. Goodfriend
Sworn to and subscribed before me
this               day of July, 2000.
     -------------


         /s/ Benjamin E. Williams
                                                       NOTARY PUBLIC

My Commission Expires:

         [NOTARY SEAL]






H:HR\Separation Agreements\Harry Call.doc



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