Exhibit - 10.54




                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                          GOODY'S FAMILY CLOTHING, INC.

                                       AND

                              THOMAS R. KELLY, JR.



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                                TABLE OF CONTENTS



1.       Definitions...................................................1

2.       Employment....................................................3

3.       Term..........................................................3

4.       Position and Duties; Business Time............................3

5.       Compensation..................................................4

6.       Termination of Employment.....................................5

7.       Obligations of the Company Upon Termination...................6

8.       Change of Control.............................................9

9.       Non-exclusivity of Rights.....................................9

10.      Full Settlement...............................................9

11.      Arbitration of Disputes.......................................9

12.      Confidential Information and Nonsolicitation..................9

13.      Successors...................................................10

14.      Miscellaneous................................................11



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105435-2
                              EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT, by and between GOODY'S FAMILY CLOTHING,  INC., a
Tennessee   corporation  (the   "Company"),   and  THOMAS  R.  KELLY,  JR.  (the
"Executive"), shall be effective as of the _20th day of May, 1998.
                                   
 RECITALS:

         A. The Executive has for some time served as Executive Vice President -
General Merchandise  Manager of the Company.  The Company and the Executive have
entered  into an  Employment  Agreement  dated  January 30, 1995 (the  "Existing
Employment Contract").

         B. The Company wishes to assure the continued service of the Executive.
The Company desires to recognize the  Executive's  commitment to the Company and
to confirm the right of the Executive to certain  employment,  compensation  and
severance  benefits.  To attain that end, the Company and the Executive  wish to
terminate  the Existing  Employment  Contract and to enter into this  Employment
Agreement (the "Agreement").

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the Company and the
Executive do hereby agree as follows:

                  1.       Definitions.

                  (a) "Accrued  Obligations" shall mean (i) the Executive's Base
Salary through the Date of Termination  and pro-rated  portion of the guaranteed
bonus  based  upon the  number of days the  Executive  was  employed  during the
applicable  fiscal year, (ii) any amounts  deferred by the Executive and not yet
paid by the Company  pursuant to a valid election to defer the receipt of all or
a  portion  of such  payments  made in  accordance  with  any  plan of  deferred
compensation sponsored by the Company and any earned but unpaid vacation pay for
the current year, (iii) any amounts or benefits owing to the Executive or to the
Executive's  beneficiaries  under the then applicable  employee benefit plans or
policies  of the  Company  and  (iv) any  amounts  owing  to the  Executive  for
reimbursement of expenses properly incurred by the Executive through the Date of
Termination  and which are  reimbursable  in accordance  with the  reimbursement
policy of the Company described in Section 5(f).

       (b)      "Base Salary" shall have the meaning set forth in Section 5(b).

       (c)      "Board" shall mean the Board of Directors of the Company.



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                                                        10
105435-2
                  (d) "Cause" shall mean that the Executive has, in the judgment
of a majority of the Board (i) committed a felony, or committed an act of fraud,
embezzlement  or theft in connection  with his duties with the Company or in the
course of his  employment  with the Company;  (ii)  willfully  caused  damage to
property of the Company;  (iii) been convicted of a criminal  offense  (either a
misdemeanor  involving  acts of  dishonesty,  theft  or  moral  turpitude,  or a
felony);  or (iv)  engaged in a willful and material  breach of his  obligations
under Section 4 of this  Agreement  which breach (under this clause iv) has been
communicated to the Executive with specificity by written notice,  and which has
not been cured to the reasonable  satisfaction  of the Board within a reasonable
period of time, which shall not be less than ten (10) days, nor more than thirty
(30) days, following receipt of such written notice by the Executive.  The Board
shall provide the Executive  with an opportunity to meet with the Board in order
to provide the Executive an  opportunity  to refute or explain acts or omissions
referred to in such written notice.  For the purpose of this Section,  no act or
omission  shall be considered  willful  unless done or omitted to be done in bad
faith and without  reasonable  belief that such act or omission  was done in the
best interest of the Company.

                  (e) A "Change of Control" of the Company  shall mean and shall
be deemed to have  occurred  if (i) any person or group  (within  the meaning of
Rule  13d-3 of the  rules  and  regulations  promulgated  under  the  Securities
Exchange Act of 1934, as amended (the "1934 Act  Rules")),  other than Robert M.
Goodfriend,  members of his immediate family, his affiliates,  trusts or private
foundations  established  by or on his  behalf,  and  the  heirs,  executors  or
administrators  of Robert M.  Goodfriend,  shall  acquire  in one or a series of
transactions,  whether  through  sale of stock or  merger,  more than 50% of the
outstanding  voting  securities  of the Company or any  successor  entity of the
Company,  (ii) all or  substantially  all of the  Company's  assets are sold, or
(iii) the  shareholders  of the Company shall approve a complete  liquidation or
dissolution of the Company.

                  (f) "Change of Control  Date" shall mean (i) the closing  date
on which a Change of Control shall have occurred,  (ii) in the case of a sale of
all or substantially  all of the Company's  assets,  the closing date on which a
Change of Control shall have occurred after shareholder approval is obtained, or
(iii) in the case of a complete  liquidation or dissolution of the Company,  the
date on which shareholder approval is obtained.

                  (g) "Constructive Termination" shall mean a material breach by
the Company of its obligations under Section 4(a) or another material obligation
of the Company under this Agreement  which failure has been  communicated to the
Company with specificity by written notice,  and which has not been cured within
a  reasonable  period of time,  which shall not be less than ten (10) days,  nor
more than  thirty (30) days,  following  receipt of such  written  notice by the
Company.
(h)      "Date of Termination" shall have the meaning set forth in Section 6(f).

                  (i) "Disability"  shall mean disability  whereby the Executive
is unable to render the  services  provided  for by this  Agreement by reason of
illness,   injury  or  incapacity  (whether  physical,   mental,   emotional  or
psychological)  for a period of either (i) ninety (90)  consecutive days or (ii)
one hundred eighty (180) days in any consecutive three hundred  sixty-five (365)
day period.

 (j)      "Incentive Bonus" shall have the meaning as set forth in Section 5(c).



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  (k)      "Incentive Plan" shall have the meaning as set forth in Section 5(c).

     (l) "Notice of Termination"  shall have the meaning as set forth in Section
6(e).
                  (m) "Qualified Plan" shall mean any retirement plan maintained
by the  Company  which is  intended  to meet the  requirements  of the  Internal
Revenue Code of 1986, as amended.

     (n) "Subsidiary" shall mean any majority-owned subsidiary of the Company.
                  2. Employment. The Company has employed the Executive, and the
Executive  has agreed to continue to be employed by the  Company,  as  Executive
Vice President - General Merchandise  Manager of the Company.  The Executive has
held the title of Executive Vice President - General  Merchandise Manager of the
Company since January 30, 1995.

                  3. Term. The Executive shall be considered an at-will employee
and his employment may be terminated by either party subject to the  obligations
of the parties upon such termination as set forth in this Agreement.

                  4.       Position and Duties; Business Time.

                  (a)  Position and Duties.  The  Executive  shall  continue his
service as Executive Vice President - General Merchandise Manager of the Company
or another  position which shall be either of comparable rank or a promotion and
shall  continue to have such  responsibilities  and duties as assigned to him by
the Chief Executive  Officer of the Company,  the Chief Operating Officer of the
Company or the Board from time to time,  provided:  (i) such  assignment of such
responsibilities and duties are those which are customarily  associated with the
responsibilities of an executive vice president;  (ii) the position in which the
Executive  shall  serve,  if  different  from  the  position  specified  in this
Subsection  (a),  shall  not  have  materially  diminished  responsibilities  or
authority  as compared  with those of the position  expressly  set forth in this
Subsection (a); provided, that the expansion into other store concepts,  whether
acquired or  developed,  and the  staffing of such  concepts by other  employees
shall not be deemed a breach of this  provision;  and (iii) the Executive  shall
not be  required  to  relocate  by  reason of a change  in the  location  of the
Company's  principal  executive  offices  of more than fifty (50) miles from its
then current location.

                  (b) Business  Time.  The  Executive  agrees to devote his full
business  time to the  business  and  affairs of the Company and to use his best
efforts to perform faithfully and efficiently the  responsibilities  assigned to
him  hereunder,  to the extent  necessary  to discharge  such  responsibilities,
except for:

     (i) time spent in managing his  personal,  financial  and legal affairs and
serving on corporate,  civic or charitable  boards or  committees,  in each case
only if and to the extent not substantially  interfering with the performance of
such responsibilities, and



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     (ii)  periods of vacation to which he is  entitled,  periods of illness and
other absences beyond his control.

It is  expressly  understood  and  agreed  that  the  continued  service  by the
Executive on any boards and  committees  on which he is serving or with which he
is otherwise associated immediately preceding the date hereof, or his service on
any other  boards  and  committees  shall not be  deemed to  interfere  with the
performance of the Executive's  services to the Company;  provided,  that in the
case of boards or committees on which the Executive is not currently serving the
Executive  provides  written  notice  of his  intention  to serve  and the Board
thereafter  approves such service  (other than  non-compensatory  positions with
local boards or  committees  e.g.  charitable,  chamber of commerce or homeowner
associations which shall not require approval).

     5.  Compensation.   The  Executive  shall  be  entitled  to  the  following
compensation  and benefits for as long as the  Executive  remains an employee of
the Company:

                  (a) Existing  Employment  Contract.  The Executive and Company
acknowledge  that  all  the  terms  of the  existing  employment  contract  (the
"Existing  Employment  Contract") are in full force and effect and there has not
been any breach of such Existing Employment Contract.

                  (b) Base Salary.  The  Executive  shall  receive a base salary
(the "Base  Salary")  payable  in equal  bi-weekly  installments  (or such other
installments  as are  provided  by the Company for  employees  generally)  at an
annual rate of  $325,000,  which  amount will  increase to  $350,000,  effective
January 31, 1999. The Company shall review the Base Salary  periodically  and in
light of such review may, in its sole  discretion,  increase  (but not decrease)
the  Base   Salary   taking  into   account   any  change  in  the   Executive's
responsibilities,  increases in compensation of other executives with comparable
responsibilities,  performance of the Executive and other pertinent factors, and
such adjusted Base Salary shall then  constitute  the "Base Salary" for purposes
of this  Agreement.  For each fiscal year of the Company during the term of this
Agreement,  the Executive shall also be entitled to a guaranteed annual bonus of
$100,000  payable  in full on the last  Friday  in March  for the most  recently
completed  fiscal year.  The  Incentive  Bonus  hereinafter  described  shall be
reduced  by the  amount  of any  guaranteed  bonus  paid by the  Company  to the
Executive in respect of the applicable fiscal year.

                  (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 50% of Base Salary based on performance
and other specific objectives adopted by the Compensation Committee of the Board
(the "Incentive Bonus").



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                  (d) Incentive and Savings Plans;  Retirement and Death Benefit
Programs.  The Executive  shall be entitled to  participate in all incentive and
savings plans and programs,  including stock option plans and other equity-based
compensation  plans, and in all employee  retirement,  executive  retirement and
executive  death  benefit  plans on a basis no less  favorable  than that  basis
generally available to executives of the Company holding comparable positions or
having comparable responsibilities.

                  (e) Other Benefit Plans.  The Executive,  his spouse and their
eligible  dependents  (as  defined  in,  and to the  extent  permitted  by,  the
applicable  plan), as the case may be, shall be entitled to participate in or be
covered under all medical,  dental,  group  disability,  group life,  severance,
accidental death and travel accident insurance plans and programs of the Company
to the extent such plans and programs are  generally  available to executives of
the Company holding comparable positions or having comparable  responsibilities.
In  addition,  the  Company  shall  pay for and  provide  to the  Executive  the
following  additional  benefits  (provided  the  Executive is insurable and such
policies can be purchased at reasonable rates):

     (i) An individual life insurance policy on the life of the Executive in the
amount of $250,000,  the beneficiary or beneficiaries of which are designated by
the Executive, without cost to the Executive; and

     (ii) An  individual  disability  insurance  policy or policies  providing a
monthly  benefit of no less than $12,000 per month,  the annual premium for such
policy or policies to be shared  between the Company and the  Executive  in such
proportion  as is  consistent  with the  Company's  past  practice in respect of
individual  disability  insurance policies provided by the Company to executives
of   the   Company   holding   comparable   positions   or   having   comparable
responsibilities.

     (f) Other Perquisites. The Executive shall also be entitled to:
     (i)  prompt  reimbursement  for all  reasonable  expenses  incurred  by the
Executive in accordance with the policies and procedures of the Company;
     (ii) three (3) weeks paid vacation, such paid vacation time to be increased
(but not decreased) in accordance with Company policy;

     (iii) an automobile at least comparable to the model currently furnished by
the  Company  shall be  provided  by the  Company  with  expenses  to be paid in
accordance with the Company's policies and procedures with respect thereto; and

     (iv)  an  office  or  offices  suitable  for  an  executive   officer  with
secretarial  and  other  assistance  as  shall  reasonably  be  required  by the
Executive.

                  6.       Termination of Employment.



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                  (a)   Disability;   Death.   The  Company  may  terminate  the
Executive's employment after having established the Executive's  Disability,  by
giving  to the  Executive  written  notice of its  intention  to  terminate  his
employment, and his employment with the Company shall terminate effective on the
thirtieth (30th) day after receipt of such notice if the Executive shall fail to
return to full-time performance of his duties within thirty (30) days after such
receipt. If the Executive dies during the term of this Agreement, his employment
hereunder shall be deemed to cease as of the date of his death.

                  (b) Voluntary  Termination by the  Executive.  Notwithstanding
anything in this  Agreement to the contrary,  the  Executive  may, upon not less
than thirty (30) days'  written  notice to the  Company,  voluntarily  terminate
employment for any reason (including retirement under the terms of the Company's
retirement  plan as in effect from time to time),  provided that any termination
by the Executive pursuant to Section 6(d) on account of Constructive Termination
shall not be treated as a voluntary termination under this Section 6(b).

                  (c)  Termination  by the Company.  The Company at any time may
terminate the Executive's employment for Cause or without Cause.

     (d)  Constructive  Termination.  The Executive may terminate his employment
for Constructive Termination.

                  (e) Notice of Termination.  Any termination by the Company for
Cause or by the Executive for Constructive  Termination shall be communicated by
a written  Notice of  Termination  to the other party hereto given in accordance
with Section 14(c).  For purposes of this  Agreement,  a "Notice of Termination"
means a written  notice given in the case of a termination  for Cause and in the
case of Constructive  Termination  which (i) indicates the specific  termination
provision in this Agreement  relied upon,  (ii) sets forth in reasonable  detail
the facts and  circumstances  claimed to provide a basis for  termination of the
Executive's  employment  under  the  provision  so  indicated,  and (iii) if the
termination date is other than the date of receipt of such notice, specifies the
termination  date  (which date shall be not more than thirty (30) days after the
receipt of such notice).

                  (f) Date of  Termination.  For the purpose of this  Agreement,
the term "Date of Termination"  means (i) in the case of a termination for which
a Notice of  Termination  is  required,  the date of receipt  of such  Notice of
Termination or, if later,  the date specified  therein,  as the case may be, and
(ii) in all other  cases,  the actual date on which the  Executive's  employment
terminates.

                  7.   Obligations  of  the  Company  Upon   Termination.   Upon
termination of the Executive's  employment  with the Company,  the Company shall
have the following obligations:



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                  (a)  Death,  Disability  and  Retirement.  If the  Executive's
employment is  terminated by reason of the  Executive's  death,  Disability,  or
retirement on or after the attainment of age sixty-five  (65), the Company shall
have no further obligations to the Executive's legal  representatives under this
Agreement  other than  payment of the Accrued  Obligations.  If the  Executive's
employment is terminated by reason of the Executive's  death or Disability,  the
Company  shall  have the  additional  obligation,  subject  to the  terms of the
Incentive Plan and further  provided that the Executive has been employed by the
Company for the first six (6) months of the then applicable  fiscal year, to pay
a cash  amount  equal to a portion  of the  Incentive  Bonus,  the  product of a
fraction,  the  numerator of which is the number of days elapsed  since the date
the Incentive Plan began for the applicable  fiscal year through the date of the
Disability or the date of death of the Executive,  and the  denominator of which
is the total  number of days of the  applicable  fiscal year for such  Incentive
Plan.  Unless  otherwise  directed  by the  Executive  (or,  in the  case of the
Incentive Plan or a Qualified Plan, as may be required by such Incentive Plan or
Qualified  Plan) all Accrued  Obligations  shall be paid to the  Executive,  his
beneficiaries or his estate, as applicable,  in a lump sum in cash within thirty
(30) days of the Date of  Termination.  In the event of the  termination  of the
Executive by reason of retirement on or after the  attainment of age  sixty-five
(65), death or Disability,  he and/or his named  beneficiaries,  as the case may
be, shall be entitled to the benefits  available  through the Company  sponsored
plans and programs  designated  for such category of  termination on Schedule A.
With  regard  to the  termination  of the  Executive's  employment  by reason of
retirement on or after the attainment of age sixty-five (65) or Disability,  the
Company shall pay the premiums (to the same extent paid prior to the termination
of employment) for the continued  participation of the Executive for a period of
twelve  (12)  months  after  the  Date of  Termination  in any  individual  life
insurance  policy  on the  same  terms as the  Executive  and the  Company  were
participating  prior to the Date of  Termination.  Further,  with  regard to the
termination of the Executive's  employment by reason of the  Executive's  death,
retirement on or after the attainment of age sixty-five (65) or Disability,  the
Company shall,  for a period of twelve (12) months after the Executive's Date of
Termination,  pay the entire COBRA premium under any Company  medical and dental
program  that the  Executive  (and  his  spouse  and  eligible  dependents)  was
participating in prior to the termination of employment.  The Company's  premium
obligations  in the  preceding  two  sentences  shall  exclude  normal  employee
contributions  paid  by the  Executive  prior  to the  Date of  Termination.  In
addition  to the  foregoing,  in the  event of  termination  of the  Executive's
employment by reason of the death or Disability of the  Executive,  all unvested
stock options held by the Executive shall become fully vested,  effective on the
Date of Termination,  and shall thereafter be exercisable in accordance with the
provisions  of  the  applicable  Option  Plan  (including,  without  limitation,
Sections 5 and 6 thereof) and Option Agreement.

                  (b)  Termination  by  the  Company  for  Cause  and  Voluntary
Termination by the Executive.  If the Executive's employment shall be terminated
for Cause or voluntarily  terminated by the Executive  (other than on account of
Constructive  Termination),  the  Company  shall pay the  Executive  the Accrued
Obligations.  The Executive shall be paid all such Accrued Obligations in a lump
sum in cash within thirty (30) days of the Date of  Termination  and the Company
shall have no further obligations to the Executive under this Agreement,  unless
otherwise required by a Qualified Plan or specified pursuant to a valid election
to defer the  receipt of all or a portion of such  payments  made in  accordance
with any plan of deferred compensation sponsored by the Company.


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                  (c) Other Termination of Employment. If the Company terminates
the Executive's  employment  other than for Cause,  death or Disability,  or the
Executive  terminates his employment for Constructive  Termination,  the Company
shall pay and provide to the Executive the following:

     (i) Severance Payment. The Company shall pay to the Executive in a lump sum
in  cash  or  certified  check  within  fifteen  (15)  days  after  the  Date of
Termination a severance payment equal to the sum of the following amounts (other
than amounts payable from the Incentive Plan or Qualified  Plans,  non-qualified
retirement plans and deferred compensation plans, which amounts shall be paid in
accordance with the terms of such plans):

                                    (A)     all Accrued Obligations;

     (B) a cash  amount  equal to twelve  (12)  months of the  Executive's  Base
Salary at the rate in effect as of the date when the Notice of  Termination  was
given;
     (C) subject to the terms of the  Incentive  Plan and further  provided that
the  Executive  has been employed by the Company for the first six (6) months of
the then  applicable  fiscal  year,  a cash  amount  equal to a  portion  of the
Incentive Bonus, the product of a fraction, the numerator of which is the number
of days  elapsed  since the date the  Incentive  Plan  began for the  applicable
fiscal year through the date of such  Constructive  Termination  or  termination
without Cause,  and the  denominator of which is the total number of days of the
applicable fiscal year for such Incentive Plan.

     (ii)  Acceleration  of  Option  Vesting.  In  the  case  of a  Constructive
Termination, all unvested stock options held by the Executive shall become fully
vested,  effective  on  the  Date  of  Termination,   and  shall  be  thereafter
exercisable  in accordance  with the  provisions of the  applicable  Option Plan
(including, without limitation, Sections 5 and 6 thereof) and Option Agreement.

                  (d)  Release.  As a condition  precedent to the receipt of any
termination  benefits  payable  to the  Executive  under  this  Section  7,  the
Executive  agrees to execute a general release among other things  releasing the
Company from any obligation or liability (other than those contained in Sections
7, 8, 9, 10, 11, 13 and 14 hereof,  to the extent an  obligation  under any such
section arose at or prior to the Date of Termination  and remains  unfulfilled).
Such release shall exclude the Executive's rights under any Qualified Plan.

                  (e)  Discharge  of  Company's  Obligations.   Subject  to  the
performance  of its  obligations  under Sections 7, 8, 9, 10, 11, 13 and 14 (and
then, only to the extent an obligation  under any such section arose at or prior
to the Date of Termination and remains  unfulfilled),  the Company shall have no
further  obligations  to the  Executive  under this  Agreement in respect of any
termination of employment.


<PAGE>


                  8.  Change  of  Control.  Upon the  occurrence  of a Change of
Control, the Company shall pay the Executive, as consideration for assisting the
Company in bringing about a successful transaction,  an amount equal to eighteen
(18)  months  of the  Executive's  Base  Salary  at the rate in effect as of the
Change of Control  Date.  Such amount  shall be payable in a lump sum in cash or
certified check within five (5) days after the Change of Control Date.

                  9. Non-exclusivity of Rights.  Nothing in this Agreement shall
prevent  or limit the  Executive's  continuing  or future  participation  in any
benefit,  bonus,  incentive or other plan or program provided by the Company and
for  which  the  Executive  may  qualify,  nor shall  anything  herein  limit or
otherwise  prejudice  such  rights  as the  Executive  may have  under any other
agreements  with  the  Company,  including,  but not  limited  to  stock  option
agreements.  Amounts  which  are  vested  benefits  or which  the  Executive  is
otherwise  entitled  to receive  under any plan or program of the  Company at or
subsequent to the Date of Termination  shall be payable in accordance  with such
plan or program.

                  10. Full  Settlement.  The Executive shall not be obligated to
seek  other  employment  by way of  mitigation  of the  amounts  payable  to the
Executive under any of the provisions of this  Agreement.  In the event that the
Executive  shall in good faith  give a Notice of  Termination  for  Constructive
Termination and it shall thereafter be determined that Constructive  Termination
did not take place,  the employment of the Executive  shall,  unless the Company
and the Executive otherwise mutually agree, be deemed to have terminated, at the
date of giving such purported  Notice of  Termination,  by mutual consent of the
Company and the Executive  and the  Executive  shall be entitled to receive only
those payments and benefits which he would have been entitled to receive at such
date had he  terminated  his  employment  voluntarily  at such date  under  this
Agreement.

                  11.  Arbitration  of  Disputes.  In the event that a claim for
payment or  benefits  under this  Agreement  is  disputed,  the  Company and the
Executive  agree to submit such  dispute to final and binding  arbitration  with
United States Arbitration and Mediation,  Inc. ("USAM") in Knoxville,  Tennessee
or such other  arbitration  firm as the Company and the Executive shall mutually
agree.  Either party wishing to arbitrate any claim  hereunder  shall notify the
other party and USAM in writing whereupon USAM shall select a neutral arbitrator
and shall schedule an arbitration  hearing within thirty (30) days of receipt of
such notice of  arbitration.  The  arbitration  shall be conducted in accordance
with the rules and procedures of USAM.  The parties agree that any  arbitrator's
award may be presented to a court of competent jurisdiction and judgment entered
thereon.

                  12.      Confidential Information and Nonsolicitation.



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                  (a) The Executive  shall hold in a fiduciary  capacity for the
benefit of the  Company all secret or  confidential  information,  knowledge  or
data,  including without limitation all trade secrets,  relating to the Company,
and its  business,  (i) obtained by the Executive  during his  employment by the
Company, and (ii) which is not otherwise publicly known (other than by reason of
an  unauthorized  act by the  Executive)  and is  subject  to  efforts  that are
reasonable under the circumstances to maintain its secrecy. After termination of
the Executive's  employment with the Company,  the Executive shall not,  without
the prior written consent of the Company,  unless compelled pursuant to an order
of a court or other body having  jurisdiction  over such matter,  communicate or
divulge any such information, knowledge or data to anyone other than the Company
and those designated by it.

                  (b) Upon  termination  of the  Executive's  employment for any
reason, the Executive,  for the twelve (12) month period following the Notice of
Termination,  shall not, on his own behalf or on behalf of any person or entity,
directly or indirectly  solicit or aid in the  solicitation  of any employees of
the Company to leave their employment.  In the event the Executive  violates the
terms of Section  12(a) or this Section  12(b),  the Employee  shall forfeit the
right to all salary and benefits  that the Executive  and/or his family  members
were otherwise  entitled  pursuant to the terms of Section 7. Also, in the event
that this Section 12 is  determined  to be  unenforceable  in part,  it shall be
construed to be enforceable to the maximum extent permitted by law.

                  (c) The Executive agrees that the covenants of confidentiality
and non-solicitation contained in this Section 12 are reasonable covenants under
the circumstances and necessary to protect the business interests and properties
of the Company.  The Executive  agrees that  irreparable loss and damage will be
suffered  by the  Company  should  the  Executive  breach  any of the  covenants
contained  in this  Section  12.  Accordingly,  the  Executive  agrees  that the
Company,  in addition  to all  remedies  provided at law or in equity,  shall be
entitled  to  a  temporary   restraining   order  and  temporary  and  permanent
injunctions to prevent a breach or  contemplated  breach of any of the covenants
contained in this Section 12.

                  13.      Successors.

                  (a) This Agreement is personal to the Executive  and,  without
the  prior  written  consent  of the  Company,  shall not be  assignable  by the
Executive  otherwise than by will or the laws of descent and distribution.  This
Agreement  shall inure to the benefit of and be enforceable  by the  Executive's
legal representatives.

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
binding  upon the Company and its  successors.  The  Company  shall  require any
successor  to all or  substantially  all of the  business  and/or  assets of the
Company,  whether  direct  or  indirect,  by  purchase,  merger,  consolidation,
acquisition  of stock,  or  otherwise,  expressly to assume and agree to perform
this Agreement in the same manner and to the same extent as the Company would be
required to perform if no such succession had taken place.



<PAGE>


                  14.      Miscellaneous.

                  (a) Applicable  Law. This  Agreement  shall be governed by and
construed in accordance with the laws of the State of Tennessee, applied without
reference to principles of conflict of laws.

                  (b) Amendments.  This Agreement may not be amended or modified
otherwise  than by a written  agreement  executed by the parties hereto or their
respective successors and legal representatives.

                  (c) Notices.  All notices and other  communications  hereunder
shall be in writing and shall be given by hand  delivery to the other party,  by
overnight delivery or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:

     If to the Executive: at the address listed on the last page hereof

                  If to the Company:        Goody's Family Clothing, Inc.
                                            400 Goody's Lane
                                            P.O. Box 22000
                         Knoxville, Tennessee 37933-2000
                           Attention: General Counsel

(with a copy to the  attention  of the  Secretary  or to such  other  address as
either  party  shall  have  furnished  to the  other in  writing  in  accordance
herewith).  Communications  delivered by hand or by overnight  delivery shall be
deemed received on the date of delivery and communications sent by registered or
certified  mail  shall be deemed  received  three (3)  business  days  after the
sending thereof.

                  (d) Tax Withholding. The Company may withhold from any amounts
payable  under this  Agreement  such  federal,  state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.

                  (e) Severability.  The invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any other provision of this Agreement.

                  (f) Captions.  The captions of this  Agreement are not part of
the provisions hereof and shall have no force or effect.



<PAGE>


                  (g) Entire  Agreement.  This  Agreement  expresses  the entire
understanding  and agreement of the parties  regarding the terms and  conditions
governing the Executive's  employment with the Company, and all prior agreements
governing the Executive's  employment  with the Company  (including the Existing
Employment  Contract)  shall have no further  effect;  provided,  however,  that
except as  specifically  provided  herein,  the terms of this  Agreement  do not
supersede  the  terms of any  grant or award to the  Executive  under  any stock
option or profit sharing program of the Company except as specifically set forth
in Sections 7(a) and 7(c)(ii).


<PAGE>


                  IN WITNESS  WHEREOF,  the  Executive has hereunto set his hand
and the  Company  has caused  this  Agreement  to be executed in its name on its
behalf,  and its  corporate  seal to be  hereunto  affixed  and  attested by its
Secretary, all effective as of the day and year first above written.

                                                   GOODY'S FAMILY CLOTHING, INC.


                                          By:___\s\ Harry M. Call____________
                                                 Harry M. Call
                                 Title:   President and Chief Operating Officer
ATTEST:

_____\s\ Regis J. Hebbeler_____
Title:____Assistant Secretary____

(CORPORATE SEAL)

                                   EXECUTIVE:

                                   ______\s\ Thomas R. Kelly, Jr._________
                                         Thomas R. Kelly, Jr.

                                    Address:



<PAGE>



105541-2
                                      SCHEDULE A --THOMAS R. KELLY, JR.

                  The  following is a summary list of benefits  available to the
Executive upon termination of the Executive's employment by reason of retirement
on or after the attainment of age sixty-five (65),  death or Disability  through
Company  sponsored plans and programs as of the date of this Agreement.  Nothing
herein  shall  preclude  the  Company  from  amending,   altering,   suspending,
discontinuing  or terminating  any of such plans and programs in compliance with
applicable law and regulation.

COVERAGE TYPE                                                 BENEFIT AMOUNT

Group Life Insurance                --      Basic                    $325,000
                                            High Option              $325,000
                                                                     $650,000

Group Disability Insurance --       Basic 2 year                  $5,000/month
                                            High Option
                                              (benefit for 5 years)$5,000/month
                                                                   $5,000/month

Coverage  by group  life  and  disability  insurance  policies  terminates  upon
termination of the Executive's  employment for any reason,  except death (in the
case of life  insurance) and  disability (in the case of disability  insurance).
The  Executive's  beneficiaries  are  entitled to benefits  under the group life
insurance  policy if the  Executive  dies  during  the  period  he is  receiving
disability payments as a result of such disability.

In  addition,  the  Company  has a  401(k)  plan  in  which  the  Executive  may
participate on a voluntary basis.  Company  contributions  therein on his behalf
vest in accordance  with the terms of the 401(k) plan,  which provides that such
contributions become immediately vested in the event of death during the term of
employment.  Upon  termination  for any reason,  the Executive must withdraw his
vested funds by the end of the following fiscal quarter.



<PAGE>