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                                                                  EXHIBIT 10.114

                    SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

      THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Agreement") by and
between GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation (the "Company"),
and EDWARD R. CARLIN (the "Executive") dated September _____, 2005.

                                   WITNESSETH

      WHEREAS, the Company and Executive entered into an Employment Agreement
dated May 20, 1998 (the "Employment Agreement") and a First Amendment to
Employment Agreement dated January 30, 2002 (the "First Amendment").

      WHEREAS, the Employment Agreement provided for the employment of Executive
as the Executive Vice President, Chief Financial Officer of the Company.

      WHEREAS, the Executive's annual incentive target bonus had heretofore been
increased, by action of the Compensation Committee of the Board of Directors,
from 40% of Base Salary to 60% of Base Salary, effective as of January 31, 1999.

      WHEREAS, the Executive's Base Salary had heretofore been increased, by
action of the Compensation Committee of the Board of Directors, effective as of
February 1, 2004, to $420,000.

NOW, THEREFORE, in consideration of the foregoing premises and the promises and
covenants of the parties hereto, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.    The Executive's Base Salary was increased to $460,000, effective as of
      February 1, 2005.

2.    Subsection 5(c) of the Employment Agreement and First Amendment is hereby
      deleted in its entirety and is restated as follows:

      "(c) Short Term Incentive Plan Bonus. The Company has established a "Short
      Term Incentive Plan" (the "Incentive Plan") under which the Executive
      shall be eligible to participate for each fiscal year he holds the
      position stated in Section 2 and shall be eligible to receive an annual
      incentive target bonus of not less than 60% of Base Salary based on
      performance and other specific objectives adopted by the Compensation
      Committee of the Board (the "Incentive Bonus")."

3.    Subsection 5(g), which was added by the First Amendment, is deleted in its
      entirety.

4.    Capitalized terms utilized herein shall have the same meaning ascribed to
      them in the Employment Agreement and First Amendment ( jointly, the
      "Employment Agreement") unless expressly stated otherwise. Except as
      hereinabove amended, the Employment Agreement shall be and remain in

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      full force and effect and the parties hereby ratify and affirm the terms,
      covenants and conditions thereof.

         IN WITNESS WHEREOF, the Executive has hereunto set his hand and the
Company has caused this Agreement to be executed in its name and its behalf on
September _____, 2005.

COMPANY:                                          EXECUTIVE:

GOODY'S FAMILY CLOTHING, INC.                     EDWARD R. CARLIN

_____________________________________             By: __________________________
Robert M. Goodfriend                                  Edward R. Carlin
Chairman and Chief Executive Officer