Exhibit - 10.51


                            THIRD AMENDMENT AGREEMENT


         THIS THIRD AMENDMENT AGREEMENT  ("Agreement") is entered into as of the
26th day of May, 1998 by and between GOODY'S FAMILY CLOTHING,  INC., a Tennessee
corporation,  GOODY'S MS, L.P.,  a Tennessee  limited  partnership,  GOODY'S IN,
L.P.,  a  Tennessee  limited  partnership,  GFCTX,  L.P.,  a  Tennessee  limited
partnership (collectively,  the "Original Borrowers"),  GFCTN, L.P., a Tennessee
limited partnership, GFCGA, L.P., a Tennessee limited partnership, GFC FS, Inc.,
a Tennessee corporation (the "Additional Borrowers";  the Original Borrowers and
the Additional  Borrowers are sometimes  referred to herein as the "Borrowers"),
TREBOR  of  TN,  INC.,  a  Tennessee  corporation,   SYDOOG,  INC.,  a  Delaware
corporation,   GOFAMCLO,  INC.,  a  Delaware  corporation   (collectively,   the
"Guarantors"),those  several  lenders  who are or become  parties  to the Credit
Agreement  (as   hereinafter   defined)   (collectively,   the  "Lenders"   and,
individually,  a "Lender"),  and FIRST  TENNESSEE BANK NATIONAL  ASSOCIATION,  a
national  banking   association  with  offices  in  Knoxville,   Tennessee,   as
administrative  agent for the Lenders  (in such  capacity,  the  "Administrative
Agent").

                                                W I T N E S S E T H:

         WHEREAS,  pursuant to that certain Credit  Agreement dated May 25, 1995
between Goody's Family Clothing, Inc., the Administrative Agent and the Lenders,
as amended and restated by that certain  Amended and Restated  Credit  Agreement
dated as of October 31, 1996 between the Original  Borrowers (with the exception
of GFCTX, L.P.), Guarantors, Lenders and the Administrative Agent and as further
amended by that  certain  Amendment  Agreement  dated May 16,  1997  between the
Original Borrowers (with the exception of GFCTX, L.P.), Guarantors,  Lenders and
the  Administrative  Agent and that certain  Second  Amendment  Agreement  dated
September   23,  1997   between  the   Original   Borrowers,   Lenders  and  the
Administrative  Agent  (collectively,  the  "Credit  Agreement"),  Lenders  have
committed to make loans to the Original  Borrowers  in the  principal  amount of
$120,000,000 (the "Loans") pursuant to the terms and provisions thereof;

         WHEREAS,  pursuant  to the Credit  Agreement,  the  Original  Borrowers
delivered a Second Amended and Restated Promissory Note dated September 23, 1997
to each  Lender  (collectively,  the  "Notes")  in the  amount of such  Lender's
Commitment (as defined in the Credit Agreement);

         WHEREAS,  the  Additional  Borrowers  have  become  direct or  indirect
Subsidiaries of one or more of the Original  Borrowers,  and the parties wish to
revise and modify the Credit Agreement so as to add the Additional  Borrowers as
Borrowers thereunder;

         WHEREAS,  the parties  further  wish to modify the Credit  Agreement to
increase the amount of the Commitments, revise and modify certain obligations of
the parties  specified  therein,  and extend the Termination  Date of the Credit
Agreement from May 31, 1999 until May 31, 2001; and



<PAGE>



                                                        19

         WHEREAS,  all terms capitalized  herein and not otherwise defined shall
have the meanings ascribed to them in the Credit Agreement;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

         1. Additional  Borrowers.  Each Additional Borrower hereby joins in the
Credit   Agreement  as  a  Borrower,   and  assumes  all  of  the   obligations,
representations and warranties of a Borrower thereunder,  and shall hereafter be
treated as a Borrower thereunder for all purposes.

         2.  Termination  Date. The definition of Termination Date in the Credit
Agreement is hereby amended in its entirety to state as follows:

                           "Termination Date"  shall mean May 31, 2001.

                  All  indebtedness  of the Borrowers  incurred under the Credit
Agreement shall be due and payable as of the Termination Date set forth above.

         3. Commitments. Section 2.1.1 of the Credit Agreement is hereby amended
to  increase  the  aggregate  amount of the  Commitments  from  $120,000,000  to
$130,000,000.  The  Commitment and Percentage of each Lender as set forth on the
signature pages to the Credit Agreement are hereby amended to be as follows:

                    Lender                    Commitment            Percentage

             First Tennessee Bank             $26,000,000               20.00%
             National Association

             First American                   $19,500,000               15.00%
             National Bank

             AmSouth Bank of                  $22,750,000               17.50%
             Alabama

             Southtrust Bank,                 $22,750,000               17.50%
             National Association

             First Union National             $22,750,000               17.50%
             Bank of Tennessee

             Wachovia Bank, N.A.              $16,250,000               12.50%




<PAGE>


         4. New  Notes.  The  Borrowers  shall  deliver  to each  Lender a Third
Amended and Restated  Promissory Note  substantially in the form attached hereto
as Exhibit A (the "Third Amended Notes")  reflecting the amount of such Lender's
Commitment  as increased  herein.  Upon the  execution and delivery of the Third
Amended Notes to the Lenders,  the Lender shall return the original Notes to the
Borrowers marked "canceled".

         5.  Affiliate   Agreements.   Affiliate  Agreements  under  the  Credit
Agreement shall include (a) the License Agreements, substantially in the form of
Exhibit 4.1B to the Credit Agreement,  between SYDOOG,  INC. and GFCTN, L.P. and
GFCGA,   L.P.,  dated  May  _20th,  1998,  (b)  the  Master  Supply  Agreements,
substantially  in the form of  Exhibit  4.1C to the  Credit  Agreement,  between
Goody's MS, L.P. and GFCTN, L.P. and GFCGA, L.P., dated May _20th, 1998, and (c)
the Management Services Agreements, substantially in the form of Exhibit 4.1D to
the Credit  Agreement,  between Goody's Family Clothing,  Inc. and GFCTN,  L.P.,
GFCGA, L.P. and GFC FS dated May _20th, 1998.

         6. Commitment Fee; Interest and Fee Margins.  The following  amendments
are made to the provisions of Sections 2.11.1,  2.13.1, 2.13.2 and 2.13.3 of the
Credit Agreement:

                  a. Commitment Fees. Section 2.11.1 is hereby amended to change
                  the per annum fee for each Lender's  agreement to  participate
                  in the Facilities from fifteen  one-hundredths  of one percent
                  (0.15%) to eleven one-hundredths of one percent (0.11%).

                  b. Applicable  LIBOR Margin.  Section 2.13.1 is hereby amended
                  to  change  the  Applicable  LIBOR  Margin  from  seventy-five
                  one-hundredths of one percent (.75%) to thirty  one-hundredths
                  of one percent (.30%).

                  c.  Applicable  Commercial  Letter of Credit  Fee  Percentage.
                  Section  2.13.2 is hereby  amended  to change  the  Applicable
                  Commercial  Letter  of  Credit  Fee  Percentage  from  seventy
                  one-hundredths of one percent (.70%) to thirty  one-hundredths
                  of one percent (.30%).

                  d. Applicable Standby Letter of Credit Fee Percentage. Section
                  2.13.3 is hereby  amended  to change  the  Applicable  Standby
                  Letter of Credit Fee  Percentage  from one percent  (1.00%) to
                  fifty one-hundredths of one percent (.50%).

         7. Issuance of Letters of Credit by Wachovia Bank,  N.A.  Section 2.3.1
of the Credit  Agreement  is hereby  amended to delete the phrase  "(other  than
Wachovia Bank,  N.A.)"from  the first  sentence  thereof and Section 2.16 of the
Credit Agreement is hereby amended to delete the phrase ", with the exception of
Wachovia Bank, N.A.," from the first sentence thereof.

         8.  Financial  Covenants.  Sections  10.1.1,  10.1.3  and 10.1.4 of the
Credit Agreement are hereby amended to state as follows:


<PAGE>


                  10.1.1  Current  Ratio.  Permit  on a  consolidated  basis  in
                  accordance  with GAAP the  Current  Ratio as of the end of any
                  Fiscal  Quarter  to be less than  1.15 to 1.00 or  permit  the
                  Current Ratio as of the end of any Fiscal Year to be less than
                  1.30 to 1.00.

                  10.1.3. Shareholders Equity. Permit on a consolidated basis in
                  accordance with GAAP the Shareholders  Equity of Borrowers and
                  Guarantors in the  aggregate (a) to be less than  $180,000,000
                  as of January 30, 1999, (b) to be less than $205,000,000 as of
                  January 29, 2000,  or (c) to be less than  $235,000,000  as of
                  February 3, 2001.

                  10.1.4. Capital Expenditures. Permit Capital Expenditures made
                  by Borrowers  and  Guarantors  in the  aggregate to exceed (a)
                  $36,000,000  during the Fiscal Year ending  January 30,  1999,
                  and (b)  $95,000,000  in the  aggregate  during the two Fiscal
                  Years ending  February 3, 2001,  provided,  however,  that the
                  Borrowers  may  increase  such  amount  to  $110,000,000  upon
                  written  notice  delivered  to the  Administrative  Agent  and
                  provided,  further,  that such increase must be used solely to
                  fund the construction of an additional distribution facility.

         9. Dividends.  Section 9.6 of the Credit Agreement is hereby deleted in
its entirety.

         10. Additional Loan.  Borrowers may at any time request in writing that
Lenders  increase  the  aggregate  amount of the  Commitments  to  $150,000,000.
Lenders' shall have thirty (30) days after the Administrative Agent's receipt of
such  request  to  respond  in writing  to the  Borrowers  either  accepting  or
rejecting  such request.  A failure by the Lenders to respond within such thirty
(30) day period shall be deemed to be a rejection of the  Borrowers'  request to
increase  the amount of the  Commitments.  If the Lenders  agree to increase the
aggregate  amount of the Commitments to  $150,000,000  the Borrowers and Lenders
shall promptly thereafter enter into an amendment of the Credit Agreement in the
form of prior  amendments  which  amendment shall include such provisions as are
necessary to effect the increase in the aggregate amount of the Commitments.  If
the Lenders  reject the request to increase the amount of the  Commitments,  the
Lenders  hereby agree to amend  Section 9.1 of the Credit  Agreement to permit a
loan from a third party to the Borrowers in the amount of  $20,000,000  subject,
however, to the following conditions:  (a) such loan shall be unsecured,  (b) at
the time the  Administrative  Agent  receives the request from the  Borrowers to
increase the Commitments,  the Borrowings  under the Credit  Agreement  together
with the amount of  Borrowers'  request to increase  the  Commitments  equals or
exceeds the aggregate amount of the Commitments, and (c) no Event of Default, as
defined in Article 11 of the Credit Agreement, nor any event which, upon notice,
lapse of time or both,  would  constitute  an Event of Default  under the Credit
Agreement,  has  occurred  and is  continuing  as of the  effective  date of the
documents evidencing such loan.



<PAGE>


         11. Continuing Effect of Documents.  Except as expressly modified by or
provided for in this Agreement, the terms and provisions of the Credit Agreement
and all other  documents  relating to the Loans  shall  remain in full force and
effect as originally executed.

         12. Representations and Warranties.  The representations and warranties
of the Borrowers and Guarantors in the Credit  Agreement are true and correct on
and as of the date hereof as though made on this date.

         13. No Default.  As of the date hereof,  each Borrower and Guarantor is
in full  compliance with all of the terms and provisions set forth in the Credit
Agreement as amended  hereby,  including  without  limitation  the covenants and
agreements set forth in Articles 8, 9 and 10 of the Credit Agreement, and all of
the instruments and documents executed in connection therewith,  and no Event of
Default, as defined in Article 11 of the Credit Agreement,  nor any event which,
upon notice,  lapse of time or both, would  constitute an Event of Default,  has
occurred or is continuing.

         14.  Completeness  and  Modification.  This Agreement  constitutes  the
entire agreement between the parties hereto as to the transactions  contemplated
hereby  and  supersedes  all prior  discussions,  understandings  or  agreements
between the parties hereto.

         15. No Novation.  Except as set forth herein,  this  Agreement does not
constitute a discharge or novation of any promissory note existing prior to this
Agreement or any other documents executed in connection with the Loans, and such
documents  shall  continue  in full force and effect and shall be fully  binding
upon all parties hereto.

         16. Successors and Assigns.  This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors and assigns.

         17.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same document.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

                                            BORROWERS:

                          GOODY'S FAMILY CLOTHING, INC.

                          By:  /s/ Harry M. Call                         
                          Title:  President                                  

                          GOODY'S MS, L.P.



<PAGE>



                                                        34

                          By: TREBOR of TN, Inc., General Partner


                          By:  /s/ Harry M. Call                         
                          Title:  President                                  


                          GOODY'S IN, L.P.
                          By: TREBOR of TN, Inc., General Partner


                          By:  /s/ Harry M. Call                         
                          Title:  President                                  


                          GFCTX, L.P.

                          By: TREBOR of TN, Inc., General Partner

                          By:  /s/ Harry M. Call                         
                          Title:  President                                  


                          GFCTN, L.P.

                          By: TREBOR of TN, Inc., General Partner


                          By:  /s/ Harry M. Call                         
                          Title:  President                                  

                          GFCGA, L.P.

                          By: TREBOR of TN, Inc., General Partner


                          By:  /s/ Harry M. Call                         
                          Title:  President                                  


                          GFC FS, INC.


<PAGE>


                          By:  /s/ Harry M. Call                         
                          Title:  President                                  


                          GUARANTORS:

                          SYDOOG, INC., a Delaware corporation

                          By:  /s/ Francis B. Jacobs II                    
                          Title:  President                                   


                          GOFAMCLO, INC., a Delaware corporation

                          By:  /s/ Francis B. Jacobs II                       
                          Title:  President                                   


                          TREBOR OF TN, INC., a Tennessee corporation


                          By:  /s/ Harry M. Call                         
                          Title:  President                                  




                        [LENDERS' SIGNATURE PAGES FOLLOW]


<PAGE>


          [Lender's Signature Page to Amendment Agreement dated May 26, 1998]



      FIRST  TENNESSEE  BANK  NATIONAL  ASSOCIATION,   as  a  Lender  and  as
                       Administrative Agent

                       By:  /s/ James H. Atchley                        
                       Title:  Vice President                              


                       Address: First Tennessee Bank National Association
                                Corporate Lending Group
                                Plaza Tower
                                800 S. Gay Street
                                Knoxville, Tennessee  37929
                                Attn:  James H. Atchley
                                Telecopy No. 423-971-2883


<PAGE>



            [Lender's Signature Page to Amendment Agreement dated May 26, 1998]


                          FIRST AMERICAN NATIONAL BANK, as a Lender


                          By:  /s/ Eric V. Schwarzentraub                  
                          Title:  Sr. Vice President                           


                          Address: 505 S. Gay Street, Mezzanine
                          Knoxville, Tennessee  37902
                          Attn: Eric V. Schwarzentraub
                          Telecopy No. 615-521-5352




<PAGE>



          [Lender's Signature Page to Amendment Agreement dated May 26, 1998]


                           AMSOUTH BANK OF ALABAMA, as a Lender


                           By:  /s/ Robert B. Dehaven                         
                           Title:  Vice President                              


                           Address: 1900 5th Avenue North, 7th floor
                                    Birmingham, Alabama  35203
                                    Attn: Donald M. Sinclair
                                    Telecopy No. 205-583-4436



<PAGE>



          [Lender's Signature Page to Amendment Agreement dated May 26, 1998]



                        SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                             as a Lender


                        By:  /s/ Alex Morton                                 
                        Title:  Commercial Loan Officer                 


                         Address: 420 North 20th Street
                                  Birmingham, Alabama 35203
                                  Attn: Alex Morton
                                  Telecopy No. 205-254-8270



<PAGE>



            [Lender's Signature Page to Amendment Agreement dated May 26, 1998]



                      FIRST UNION NATIONAL BANK OF TENNESSEE,
                          as a Lender


                      By:  /s/ S. Scott Miler                              
                      Title:  Sr. Vice President                          


                      Address: 150 Fourth Avenue North
                               First Union Tower, 2nd Floor
                               Nashville, Tennessee  37219
                               Attn: S. Scott Miler
                               Telecopy No. 615-251-0894




<PAGE>



           [Lender's Signature Page to Amendment Agreement dated May 26, 1998]



                  WACHOVIA BANK, N.A., as a Lender


                       By:  /s/ John B. Tibe                                
                       Title:  Asst. Vice President                         


                       Address: 191 Peachtree Street, NE, 29th floor
                                Atlanta, Georgia 30303
                                Attn: John Tibe
                                Telecopy No. 404-332-5016

1025716.7


<PAGE>


                                    EXHIBIT A


                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$__________                      Knoxville, Tennessee              May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation  (collectively,  the  "Maker"),  promises  to pay to  the  order  of
_______________________   ____________  ("Payee";   Payee,  and  any  subsequent
holder[s] hereof, being hereinafter  referred to collectively as "Holder"),  the
principal   sum   of   _____________________________   AND   00/100THS   DOLLARS
($_____________) or, if less, the aggregate unpaid principal amount of all Loans
advanced  here  against  pursuant to that certain  Amended and  Restated  Credit
Agreement  dated  October 31, 1996,  by and among Maker,  First  Tennessee  Bank
National Association,  a national banking association,  as Administrative Agent,
and the Lenders party thereto,  as amended by that certain  Amendment  Agreement
dated May 16, 1997, by that certain Second  Amendment  Agreement dated September
23, 1997,  and by that certain Third  Amendment  Agreement of even date herewith
(together  with any  amendments  thereto and/or  modifications  thereof,  herein
referred to as the "Credit Agreement";  capitalized terms used but not otherwise
defined  herein  shall  have  the same  meanings  as in the  Credit  Agreement),
together with interest on the unpaid  principal  balance of the Loans  evidenced
hereby at the rate(s)  specified in the Credit  Agreement;  provided  that in no
event shall the interest and loan charges payable in respect of the indebtedness
evidenced  hereby  exceed the maximum  amounts  from time to time  allowed to be
collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>


         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                          GOODY'S FAMILY CLOTHING, INC.

                          By:_______________________________
                          Title:_____________________________

                          GOODY'S MS, L.P.

                          By: TREBOR of TN, Inc., General Partner


                          By: ______________________________
                          Title:____________________________

                          GOODY'S IN, L.P.

                          By: TREBOR of TN, Inc., General Partner


                          By: _____________________________
                          Title:___________________________

                          GFCTX, L.P.

                          By: TREBOR of TN, Inc., General Partner


                          By:_______________________________
                          Title: _____________________________










<PAGE>


                           GFCTN, L.P.

                           By: TREBOR of TN, Inc., General Partner


                           By:_________________________________
                           Title: _______________________________



                           GFCGA, L.P.

                           By: TREBOR of TN, Inc., General Partner


                           By:_________________________________
                           Title: _______________________________


                           GFC FS, INC.


                           By:_________________________________
                           Title: _______________________________



1025716.7


<PAGE>


                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal amount of ___________________________  Dollars ($_______________) made
by GOODY'S FAMILY CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a
Tennessee   limited   partnership,   GOODY'S  IN,  L.P.,  a  Tennessee   limited
partnership,  GFCTX,  L.P.,  a Tennessee  limited  partnership,  GFCTN,  L.P., a
Tennessee limited partnership, GFCGA, L.P., a Tennessee limited partnership, and
GFC FS, L.P., a Tennessee corporation (the "Original  Borrowers"),  to the order
of  __________________  _____________________  (the  "Promissory  Note") and any
additional  makers who have joined in the execution of a prior  Promissory  Note
Assumption Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the  order  of   ___________________________________   the   principal   sum  of
__________________________  ______________  Dollars  ($__________________)  with
interest  on the  disbursed  and  unpaid  principal  balance  from  the  date of
disbursement,  until paid, at the rate of interest  specified in the  Promissory
Note.  The  undersigned  Additional  Maker  assumes  all  obligations  under the
Promissory Note as specified therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                     ----------------------------------------



<PAGE>





                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$26,000,000                Knoxville, Tennessee                  May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation (collectively,  the "Maker"),  promises to pay to the order of FIRST
TENNESSEE  BANK  NATIONAL  ASSOCIATION  ("Payee";   Payee,  and  any  subsequent
holder[s] hereof, being hereinafter  referred to collectively as "Holder"),  the
principal sum of TWENTY-SIX MILLION AND 00/100THS DOLLARS  ($26,000,000.00)  or,
if less,  the  aggregate  unpaid  principal  amount of all Loans  advanced  here
against  pursuant to that certain  Amended and Restated  Credit  Agreement dated
October 31, 1996, by and among Maker, First Tennessee Bank National Association,
a national banking association,  as Administrative  Agent, and the Lenders party
thereto,  as amended by that certain Amendment  Agreement dated May 16, 1997, by
that certain Second  Amendment  Agreement  dated September 23, 1997, and by that
certain  Third  Amendment  Agreement of even date  herewith  (together  with any
amendments  thereto  and/or  modifications  thereof,  herein  referred to as the
"Credit  Agreement";  capitalized  terms used but not otherwise  defined  herein
shall have the same meanings as in the Credit Agreement), together with interest
on the unpaid  principal  balance of the Loans  evidenced  hereby at the rate(s)
specified in the Credit Agreement;  provided that in no event shall the interest
and loan charges payable in respect of the indebtedness  evidenced hereby exceed
the maximum amounts from time to time allowed to be collected  under  applicable
law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>



                                                        38

         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                          GOODY'S FAMILY CLOTHING, INC.

                                            By:  /s/ Harry M. Call            
                                            Title:  President                  

                                            GOODY'S MS, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call           
                                            Title:  President                


                                            GOODY'S IN, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call              
                                            Title:  President                  


                                            GFCTX, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 









<PAGE>


                                            GFCTN, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                



                                            GFCGA, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 


                                            GFC FS, INC.


                                            By:  /s/ Harry M. Call             
                                            Title:  President                  



1033319.1


<PAGE>



                                                        40

                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal amount of Twenty-Six  Million and no/100ths  Dollars  ($26,000,000.00)
made by GOODY'S  FAMILY  CLOTHING,  INC., a Tennessee  corporation,  GOODY'S MS,
L.P., a Tennessee  limited  partnership,  GOODY'S IN, L.P., a Tennessee  limited
partnership,  GFCTX,  L.P.,  a Tennessee  limited  partnership,  GFCTN,  L.P., a
Tennessee limited partnership, GFCGA, L.P., a Tennessee limited partnership, and
GFC FS, L.P., a Tennessee corporation (the "Original  Borrowers"),  to the order
of FIRST TENNESSEE BANK NATIONAL  ASSOCIATION  (the  "Promissory  Note") and any
additional  makers who have joined in the execution of a prior  Promissory  Note
Assumption Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the order of FIRST  TENNESSEE  BANK  NATIONAL  ASSOCIATION  the principal sum of
Twenty-Six Million and no/100ths Dollars  ($26,000,000.00)  with interest on the
disbursed  and unpaid  principal  balance from the date of  disbursement,  until
paid, at the rate of interest  specified in the Promissory Note. The undersigned
Additional Maker assumes all obligations  under the Promissory Note as specified
therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                   ----------------------------------------


1033319.1


<PAGE>



                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$22,750,000                Knoxville, Tennessee                  May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation  (collectively,  the  "Maker"),  promises  to pay to  the  order  of
SOUTHTRUST  BANK,  NATIONAL  ASSOCIATION  ("Payee";  Payee,  and any  subsequent
holder[s] hereof, being hereinafter  referred to collectively as "Holder"),  the
principal sum of TWENTY-TWO  MILLION SEVEN HUNDRED FIFTY  THOUSAND AND 00/100THS
DOLLARS  ($22,750,000.00)  or, if less, the aggregate unpaid principal amount of
all Loans  advanced here against  pursuant to that certain  Amended and Restated
Credit  Agreement  dated October 31, 1996, by and among Maker,  FIRST  TENNESSEE
BANK NATIONAL  ASSOCIATION,  a national banking  association,  as Administrative
Agent,  and the Lenders  party  thereto,  as amended by that  certain  Amendment
Agreement dated May 16, 1997, by that certain Second  Amendment  Agreement dated
September 23, 1997, and by that certain Third  Amendment  Agreement of even date
herewith  (together with any amendments  thereto and/or  modifications  thereof,
herein  referred to as the "Credit  Agreement";  capitalized  terms used but not
otherwise  defined  herein  shall  have  the  same  meanings  as in  the  Credit
Agreement),  together with interest on the unpaid principal balance of the Loans
evidenced hereby at the rate(s) specified in the Credit Agreement; provided that
in no event  shall the  interest  and loan  charges  payable  in  respect of the
indebtedness  evidenced  hereby  exceed the  maximum  amounts  from time to time
allowed to be collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>



                                                        46

         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                          GOODY'S FAMILY CLOTHING, INC.

                                            By:  /s/ Harry M. Call            
                                            Title:  President                  

                                            GOODY'S MS, L.P.

                                     By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 


                                            GOODY'S IN, L.P.

                                     By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call          
                                            Title:  President               


                                            GFCTX, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call             
                                            Title:  President                   









<PAGE>


                                            GFCTN, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call             
                                            Title:  President                  



                                            GFCGA, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call           
                                            Title:  President                


                                            GFC FS, INC.


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 



1033336.1


<PAGE>


                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal  amount  of  Twenty-Two  Million  Seven  Hundred  Fifty  Thousand  and
no/100ths  Dollars  ($22,750,000.00)  made by GOODY'S FAMILY  CLOTHING,  INC., a
Tennessee  corporation,  GOODY'S  MS,  L.P.,  a Tennessee  limited  partnership,
GOODY'S IN,  L.P., a Tennessee  limited  partnership,  GFCTX,  L.P., a Tennessee
limited partnership,  GFCTN, L.P., a Tennessee limited partnership, GFCGA, L.P.,
a Tennessee limited partnership,  and GFC FS, L.P., a Tennessee corporation (the
"Original  Borrowers"),  to the order of SOUTHTRUST BANK,  NATIONAL  ASSOCIATION
(the  "Promissory  Note")  and any  additional  makers  who have  joined  in the
execution of a prior Promissory Note Assumption Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the  order  of  SOUTHTRUST  BANK,  NATIONAL  ASSOCIATION  the  principal  sum of
Twenty-Two   Million  Seven  Hundred  Fifty   Thousand  and  no/100ths   Dollars
($22,750,000.00)  with interest on the disbursed  and unpaid  principal  balance
from the date of disbursement,  until paid, at the rate of interest specified in
the Promissory  Note. The undersigned  Additional  Maker assumes all obligations
under the Promissory Note as specified therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                      ----------------------------------------


1033336.1



<PAGE>



                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$22,750,000              Knoxville, Tennessee                    May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation (collectively,  the "Maker"),  promises to pay to the order of FIRST
UNION NATIONAL BANK OF TENNESSEE ("Payee";  Payee, and any subsequent  holder[s]
hereof, being hereinafter  referred to collectively as "Holder"),  the principal
sum of TWENTY-TWO  MILLION SEVEN  HUNDRED FIFTY  THOUSAND AND 00/100THS  DOLLARS
($22,750,000.00) or, if less, the aggregate unpaid principal amount of all Loans
advanced  here  against  pursuant to that certain  Amended and  Restated  Credit
Agreement  dated  October 31, 1996,  by and among Maker,  FIRST  TENNESSEE  BANK
NATIONAL ASSOCIATION,  a national banking association,  as Administrative Agent,
and the Lenders party thereto,  as amended by that certain  Amendment  Agreement
dated May 16, 1997, by that certain Second  Amendment  Agreement dated September
23, 1997,  and by that certain Third  Amendment  Agreement of even date herewith
(together  with any  amendments  thereto and/or  modifications  thereof,  herein
referred to as the "Credit Agreement";  capitalized terms used but not otherwise
defined  herein  shall  have  the same  meanings  as in the  Credit  Agreement),
together with interest on the unpaid  principal  balance of the Loans  evidenced
hereby at the rate(s)  specified in the Credit  Agreement;  provided  that in no
event shall the interest and loan charges payable in respect of the indebtedness
evidenced  hereby  exceed the maximum  amounts  from time to time  allowed to be
collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>



                                                        52

         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                          GOODY'S FAMILY CLOTHING, INC.

                                            By:  /s/ Harry M. Call           
                                            Title:  President                 

                                            GOODY'S MS, L.P.

                                     By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 


                                            GOODY'S IN, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                  


                                            GFCTX, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 









<PAGE>


                                            GFCTN, L.P.

                                     By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                 



                                            GFCGA, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call           
                                            Title:  President                


                                            GFC FS, INC.


                                            By:  /s/ Harry M. Call         
                                            Title:  President               



1033336.1


<PAGE>


                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal  amount  of  Twenty-Two  Million  Seven  Hundred  Fifty  Thousand  and
no/100ths  Dollars  ($22,750,000.00)  made by GOODY'S FAMILY  CLOTHING,  INC., a
Tennessee  corporation,  GOODY'S  MS,  L.P.,  a Tennessee  limited  partnership,
GOODY'S IN,  L.P., a Tennessee  limited  partnership,  GFCTX,  L.P., a Tennessee
limited partnership,  GFCTN, L.P., a Tennessee limited partnership, GFCGA, L.P.,
a Tennessee limited partnership,  and GFC FS, L.P., a Tennessee corporation (the
"Original  Borrowers"),  to the order of FIRST UNION  NATIONAL BANK OF TENNESSEE
(the  "Promissory  Note")  and any  additional  makers  who have  joined  in the
execution of a prior Promissory Note Assumption Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the  order of FIRST  UNION  NATIONAL  BANK OF  TENNESSEE  the  principal  sum of
Twenty-Two   Million  Seven  Hundred  Fifty   Thousand  and  no/100ths   Dollars
($22,750,000.00)  with interest on the disbursed  and unpaid  principal  balance
from the date of disbursement,  until paid, at the rate of interest specified in
the Promissory  Note. The undersigned  Additional  Maker assumes all obligations
under the Promissory Note as specified therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                      ----------------------------------------


1033336.1


<PAGE>



                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$22,750,000            Knoxville, Tennessee                     May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation (collectively, the "Maker"), promises to pay to the order of AMSOUTH
BANK OF ALABAMA  ("Payee";  Payee, and any subsequent  holder[s]  hereof,  being
hereinafter  referred  to  collectively  as  "Holder"),  the  principal  sum  of
TWENTY-TWO   MILLION  SEVEN  HUNDRED  FIFTY   THOUSAND  AND  00/100THS   DOLLARS
($22,750,000.00) or, if less, the aggregate unpaid principal amount of all Loans
advanced  here  against  pursuant to that certain  Amended and  Restated  Credit
Agreement  dated  October 31, 1996,  by and among Maker,  FIRST  TENNESSEE  BANK
NATIONAL ASSOCIATION,  a national banking association,  as Administrative Agent,
and the Lenders party thereto,  as amended by that certain  Amendment  Agreement
dated May 16, 1997, by that certain Second  Amendment  Agreement dated September
23, 1997,  and by that certain Third  Amendment  Agreement of even date herewith
(together  with any  amendments  thereto and/or  modifications  thereof,  herein
referred to as the "Credit Agreement";  capitalized terms used but not otherwise
defined  herein  shall  have  the same  meanings  as in the  Credit  Agreement),
together with interest on the unpaid  principal  balance of the Loans  evidenced
hereby at the rate(s)  specified in the Credit  Agreement;  provided  that in no
event shall the interest and loan charges payable in respect of the indebtedness
evidenced  hereby  exceed the maximum  amounts  from time to time  allowed to be
collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>



                                                        58

         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                          GOODY'S FAMILY CLOTHING, INC.

                                            By:  /s/ Harry M. Call             
                                            Title:  President                 

                                            GOODY'S MS, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call             
                                            Title:  President                  


                                            GOODY'S IN, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call              
                                            Title:  President                  


                                            GFCTX, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call             
                                            Title:  President                   









<PAGE>


                                            GFCTN, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call             
                                            Title:  President                  



                                            GFCGA, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call              
                                            Title:  President                  


                                            GFC FS, INC.


                                            By:  /s/ Harry M. Call           
                                            Title:  President                 



1033334.1


<PAGE>


                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal  amount  of  Twenty-Two  Million  Seven  Hundred  Fifty  Thousand  and
no/100ths  Dollars  ($22,750,000.00)  made by GOODY'S FAMILY  CLOTHING,  INC., a
Tennessee  corporation,  GOODY'S  MS,  L.P.,  a Tennessee  limited  partnership,
GOODY'S IN,  L.P., a Tennessee  limited  partnership,  GFCTX,  L.P., a Tennessee
limited partnership,  GFCTN, L.P., a Tennessee limited partnership, GFCGA, L.P.,
a Tennessee limited partnership,  and GFC FS, L.P., a Tennessee corporation (the
"Original Borrowers"),  to the order of AMSOUTH BANK OF ALABAMA (the "Promissory
Note") and any  additional  makers who have joined in the  execution  of a prior
Promissory Note Assumption Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the order of AMSOUTH BANK OF ALABAMA the  principal  sum of  Twenty-Two  Million
Seven  Hundred  Fifty  Thousand  and  no/100ths  Dollars  ($22,750,000.00)  with
interest  on the  disbursed  and  unpaid  principal  balance  from  the  date of
disbursement,  until paid, at the rate of interest  specified in the  Promissory
Note.  The  undersigned  Additional  Maker  assumes  all  obligations  under the
Promissory Note as specified therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                      ----------------------------------------


1033334.1


<PAGE>




                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$19,500,000                    Knoxville, Tennessee                May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation (collectively,  the "Maker"),  promises to pay to the order of FIRST
AMERICAN  NATIONAL BANK ("Payee";  Payee, and any subsequent  holder[s]  hereof,
being  hereinafter  referred to collectively as "Holder"),  the principal sum of
NINETEEN  MILLION FIVE HUNDRED THOUSAND AND 00/100THS  DOLLARS  ($19,500,000.00)
or, if less, the aggregate  unpaid  principal  amount of all Loans advanced here
against  pursuant to that certain  Amended and Restated  Credit  Agreement dated
October 31, 1996, by and among Maker, FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
a national banking association,  as Administrative  Agent, and the Lenders party
thereto,  as amended by that certain Amendment  Agreement dated May 16, 1997, by
that certain Second  Amendment  Agreement  dated September 23, 1997, and by that
certain  Third  Amendment  Agreement of even date  herewith  (together  with any
amendments  thereto  and/or  modifications  thereof,  herein  referred to as the
"Credit  Agreement";  capitalized  terms used but not otherwise  defined  herein
shall have the same meanings as in the Credit Agreement), together with interest
on the unpaid  principal  balance of the Loans  evidenced  hereby at the rate(s)
specified in the Credit Agreement;  provided that in no event shall the interest
and loan charges payable in respect of the indebtedness  evidenced hereby exceed
the maximum amounts from time to time allowed to be collected  under  applicable
law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>



                                                        61

         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                          GOODY'S FAMILY CLOTHING, INC.

                                            By:  /s/ Harry M. Call            
                                            Title:  President               

                                            GOODY'S MS, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call            
                                            Title:  President                


                                            GOODY'S IN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call          
                                            Title:  President               


                                            GFCTX, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call           
                                            Title:  President                 









<PAGE>


                                            GFCTN, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call           
                                            Title:  President                 



                                            GFCGA, L.P.

                                        By: TREBOR of TN, Inc., General Partner


                                            By:  /s/ Harry M. Call           
                                            Title:  President               


                                            GFC FS, INC.


                                            By:  /s/ Harry M. Call          
                                            Title:  President                



1033334.1


<PAGE>



                                                        64

                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal amount of Nineteen Million Five Hundred Thousand and no/100ths Dollars
($19,500,000.00) made by GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation,
GOODY'S MS, L.P., a Tennessee limited partnership, GOODY'S IN, L.P., a Tennessee
limited partnership,  GFCTX, L.P., a Tennessee limited partnership, GFCTN, L.P.,
a Tennessee limited  partnership,  GFCGA, L.P., a Tennessee limited partnership,
and GFC FS, L.P., a Tennessee  corporation  (the "Original  Borrowers"),  to the
order of FIRST AMERICAN NATIONAL BANK (the "Promissory Note") and any additional
makers who have joined in the execution of a prior  Promissory  Note  Assumption
Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the order of FIRST AMERICAN  NATIONAL BANK the principal sum of Nineteen Million
Five Hundred Thousand and no/100ths  Dollars  ($19,500,000.00)  with interest on
the disbursed and unpaid principal balance from the date of disbursement,  until
paid, at the rate of interest  specified in the Promissory Note. The undersigned
Additional Maker assumes all obligations  under the Promissory Note as specified
therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                       ----------------------------------------

1033334.1


<PAGE>



                   THIRD AMENDED AND RESTATED PROMISSORY NOTE


$16,250,000                       Knoxville, Tennessee            May 26, 1998


         FOR VALUE RECEIVED,  on or before the  Termination  Date, as defined in
the hereinafter  described Credit  Agreement,  the  undersigned,  GOODY'S FAMILY
CLOTHING,  INC., a Tennessee corporation,  GOODY'S MS, L.P., a Tennessee limited
partnership,  GOODY'S IN, L.P., a Tennessee limited partnership,  GFCTX, L.P., a
Tennessee limited  partnership,  GFCTN,  L.P., a Tennessee limited  partnership,
GFCGA,  L.P.,  a Tennessee  limited  partnership,  and GFC FS, Inc., a Tennessee
corporation  (collectively,  the  "Maker"),  promises  to pay to  the  order  of
WACHOVIA BANK, N.A. ("Payee";  Payee, and any subsequent holder[s] hereof, being
hereinafter referred to collectively as "Holder"),  the principal sum of SIXTEEN
MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100THS DOLLARS ($16,250,000.00) or, if
less, the aggregate  unpaid  principal amount of all Loans advanced here against
pursuant to that certain Amended and Restated Credit Agreement dated October 31,
1996, by and among Maker, FIRST TENNESSEE BANK NATIONAL ASSOCIATION,  a national
banking association,  as Administrative Agent, and the Lenders party thereto, as
amended by that certain Amendment  Agreement dated May 16, 1997, by that certain
Second  Amendment  Agreement dated September 23, 1997, and by that certain Third
Amendment  Agreement of even date herewith (together with any amendments thereto
and/or  modifications  thereof,  herein  referred to as the "Credit  Agreement";
capitalized  terms used but not  otherwise  defined  herein  shall have the same
meanings  as in the Credit  Agreement),  together  with  interest  on the unpaid
principal  balance of the Loans evidenced hereby at the rate(s) specified in the
Credit Agreement;  provided that in no event shall the interest and loan charges
payable in respect  of the  indebtedness  evidenced  hereby  exceed the  maximum
amounts from time to time allowed to be collected under applicable law.

         Principal and interest payable in respect of the indebtedness evidenced
by this Note shall be due and  payable at the times and in the manner  specified
in the Credit Agreement.



<PAGE>



                                                        68

         Holder  hereby  is  authorized  to  record  and  endorse  the  date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and  interest  made to such Holder with  respect to such Loans,  on a
schedule annexed to and constituting a part of this Note, which  recordation and
endorsement  shall  constitute prima facie evidence of the respective Loans made
by Holder to Maker and payments made by Maker to Holder,  absent manifest error;
provided,  however,  that (a) Holder's  failure to make any such  recordation or
endorsement  shall not in any way limit or otherwise  affect the  obligations of
Maker or the  rights  and  remedies  of Holder  under  this  Note or the  Credit
Agreement  and (b)  payments to Holder of the  principal  of and interest on the
Loans  evidenced  hereby  shall not be  affected by the failure to make any such
recordation  or  endorsement   thereof.   In  lieu  of  making   recordation  or
endorsement,  Holder hereby is authorized, at its option, to record the date and
principal  amount of each Loan made by it,  and the  amount of each  payment  of
principal  and interest  made to such Holder with respect to such Loans,  on its
books and records in  accordance  with its usual and customary  practice,  which
recordation shall constitute prima facie evidence of the Loans made by Holder to
Maker and payments in respect  thereof made by Maker to Holder,  absent manifest
error.

         Upon the  occurrence  of an Event of  Default,  the entire  outstanding
principal  balance  of the  indebtedness  evidenced  hereby,  together  with all
accrued and unpaid interest  thereon,  may be declared,  and  immediately  shall
become,  due and  payable in full,  all as  provided  in the  Credit  Agreement,
subject to applicable notice and cure provisions in the said Credit Agreement.

         Presentment for payment,  demand, protest and notice of demand, protest
and nonpayment are hereby waived by Maker and all other parties  hereto,  except
as provided in the Credit Agreement.

         This Note is one of the "Notes" in the  aggregate  principal  amount of
$130,000,000 issued by Maker pursuant to the Credit Agreement,  and this Note is
entitled to the benefits of the Credit Agreement and the other Loan Documents.

         It is the intention of Maker and Holder to conform strictly to all laws
applicable to the Holder that govern or limit the interest and loan charges that
may be charged in respect of the indebtedness evidenced hereby. Anything in this
Note,  the Credit  Agreement or any of the other Loan  Documents to the contrary
notwithstanding,  in no event  whatsoever,  whether by reason of  advancement of
proceeds of the Loans or the Letters of Credit,  acceleration of the maturity of
the unpaid balance of any of the  Obligations  or otherwise,  shall the interest
and loan  charges  agreed  to be paid to any of the  Lenders  for the use of the
money advanced or to be advanced under the Credit  Agreement  exceed the maximum
amounts  collectible   pursuant  to  applicable  law.  Pursuant  to  the  Credit
Agreement, Maker and the Lenders have agreed that:



<PAGE>


                  (a) if for any reason  whatsoever the interest or loan charges
         paid or contracted to be paid by Maker to any of the Lenders in respect
         of the Loans shall exceed the maximum amount  collectible under the law
         applicable  to such Lender,  then, in that event,  and  notwithstanding
         anything  to the  contrary  in the Credit  Agreement,  the Notes or any
         other  Loan  Document  (i)  the  aggregate  of all  consideration  that
         constitutes  interest or loan charges under the law  applicable to such
         Lender that is contracted  for,  taken,  reserved,  charged or received
         under the Credit  Agreement,  the Notes or any other Loan  Document  or
         otherwise in connection  with the  Obligations  under no  circumstances
         shall exceed the maximum  amounts  allowed by such  applicable law, and
         any excess  paid to any Lender  shall be credited by such Lender on the
         principal  amount of the  Obligations  (or, to the extent the principal
         amount outstanding under the Credit Agreement,  the Notes and the other
         Loan  Documents has been or thereby would be paid in full,  refunded to
         Maker),  and (ii) in the event that the  maturity  of any or all of the
         Obligations  is  accelerated  by reason of an  election  of the Lenders
         resulting from any Default under the Credit Agreement or otherwise,  or
         in the  event  of any  required  or  permitted  prepayment,  then  such
         consideration  that constitutes  interest or loan charges under the law
         applicable  to any  Lender  may never  include  more  than the  maximum
         amounts  allowed by the law  applicable to such Lender,  and any excess
         interest  or loan  charges  provided  for in the  Credit  Agreement  or
         otherwise  shall  be  canceled  automatically  as of the  date  of such
         acceleration or prepayment and, if theretofore  paid, shall be credited
         by such Lender on the principal  amount of the Obligations  (or, to the
         extent  the  principal  amount of the  Obligations  has been or thereby
         would be paid in full, refunded by such Lender to Maker);

                  (b) all sums paid or agreed to be paid to the  Lenders for the
         use,  forbearance  or detention of sums due under the Credit  Agreement
         shall,  to  the  extent  permitted  by  applicable  law,  be  prorated,
         allocated and spread  throughout the full term of the Obligations until
         payment in full so that the rate or amount of interest and loan charges
         on account of the  Obligations  will not  exceed any  applicable  legal
         limitation; and

                  (c) the right to  accelerate  the maturity of the  Obligations
         does not include the right to  accelerate  the maturity of any interest
         or loan charges not otherwise accrued on the date of such acceleration,
         and the  Lenders  do not  intend  to  charge or  collect  any  unearned
         interest or loan charges in the event of any such acceleration.

         This Note has been  negotiated,  executed and delivered in the State of
Tennessee,  and is  intended  as a  contract  under and shall be  construed  and
enforceable in accordance with the laws of said state,  without reference to the
conflicts or choice of law principles thereof, except to the extent that Federal
law may be applicable to determining  the maximum amount of interest that may be
charged by Holder in respect of the indebtedness evidenced hereby.

         This Note amends and restates that certain  Second Amended and Restated
Promissory  Note of Maker in favor of  Payee  dated  September  23,  1997 in its
entirety.

         It is  anticipated  by Maker and the Lenders  that  additional  parties
affiliated with Maker  ("Additional  Makers") will assume the obligations of and
become additional Makers of this Note. Each such Additional Maker shall be added
as a Maker  of this  Note  by the  execution  of a  Promissory  Note  Assumption
Agreement in the form attached  hereto to be annexed to this Note. No signatures
by Lender or Maker (other than an Additional  Maker) shall be required to add an
Additional Maker as a party to this Note.


<PAGE>


                  IN WITNESS WHEREOF, the undersigned Maker has caused this Note
to be  executed  by its duly  authorized  officers  as of the date  first  above
written.


                                            MAKER:

                                          GOODY'S FAMILY CLOTHING, INC.

                                            By: /s/ Harry M. Call
                                            Title:  President

                                            GOODY'S MS, L.P.
                                      By: TREBOR of TN, Inc., General Partner


                                           By: /s/ Harry M. Call
                                            Title:  President


                                            GOODY'S IN, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By: /s/ Harry M. Call
                                            Title:  President


                                            GFCTX, L.P.

                                       By: TREBOR of TN, Inc., General Partner


                                            By: /s/ Harry M. Call
                                            Title:  President









<PAGE>


                                            GFCTN, L.P.

                                     By: TREBOR of TN, Inc., General Partner


                                            By: /s/ Harry M. Call
                                            Title:  President



                                            GFCGA, L.P.

                                      By: TREBOR of TN, Inc., General Partner


                                            By: /s/ Harry M. Call
                                            Title:  President


                                            GFC FS, INC.


                                            By: /s/ Harry M. Call
                                            Title:  President



1033338.1


<PAGE>


80
3-1399

                                  EXHIBIT 4.1B
3-1399
                      PROMISSORY NOTE ASSUMPTION AGREEMENT


         This Promissory Note Assumption  Agreement is executed this ____ day of
_________________,      199___     by     ______________________________,      a
___________________ (the "Additional Maker") to be affixed to the original Third
Amended  and  Restated  Promissory  Note  dated May 26,  1998,  in the  original
principal  amount of Sixteen  Million Two Hundred  Fifty  Thousand and no/100ths
Dollars  ($16,250,000.00)  made by GOODY'S  FAMILY  CLOTHING,  INC., a Tennessee
corporation,  GOODY'S MS, L.P.,  a Tennessee  limited  partnership,  GOODY'S IN,
L.P.,  a  Tennessee  limited  partnership,  GFCTX,  L.P.,  a  Tennessee  limited
partnership,  GFCTN,  L.P.,  a Tennessee  limited  partnership,  GFCGA,  L.P., a
Tennessee limited  partnership,  and GFC FS, L.P., a Tennessee  corporation (the
"Original  Borrowers"),  to the order of WACHOVIA  BANK,  N.A. (the  "Promissory
Note") and any  additional  makers who have joined in the  execution  of a prior
Promissory Note Assumption Agreement.

         The undersigned  Additional Maker hereby assumes and promises to pay to
the order of  WACHOVIA  BANK,  N.A.  the  principal  sum of Sixteen  Million Two
Hundred Fifty Thousand and no/100ths Dollars  ($16,250,000.00)  with interest on
the disbursed and unpaid principal balance from the date of disbursement,  until
paid, at the rate of interest  specified in the Promissory Note. The undersigned
Additional Maker assumes all obligations  under the Promissory Note as specified
therein.

         IN WITNESS WHEREOF, the undersigned  Additional Maker has executed this
Agreement on the ___ day of _________________,  199___, which Agreement shall be
so firmly affixed to the Promissory Note as to become a part thereof.

                                                     ADDITIONAL MAKER


                                            ---------------------------------


1033338.1



<PAGE>


                                 Exhibit - 4.1 B

                                LICENSE AGREEMENT
                  This License  Agreement (this  "Agreement") is dated as of May
20, 1998, by and between SYDOOG,  INC., a Delaware  corporation  having its only
place of business at 913 Market Street,  Suite 817,  Wilmington,  Delaware 19801
(the  "Licensor"),  and GFCTN,  L.P., a Tennessee limited  partnership  having a
place  of  business  at  400  Goody's  Lane,  Knoxville,  Tennessee  37933  (the
"Licensee").
                                   BACKGROUND
                  The background of this Agreement is as follows:
                  1. Licensor is the  proprietor of the  tradenames,  trademarks
and service  marks,  together with all  registrations  and/or  applications  for
registration associated therewith,  identified on Exhibit A hereto, which may be
amended from time to time by consent of the parties hereto (all such tradenames,
trademarks  and service marks are  hereinafter  collectively  referred to as the
"Trademarks").
                  2. Licensee plans to open and operate retail clothing store(s)
under the  tradename  "GOODY'S".  It is the desire and  intention of the parties
that Licensee be permitted to use the Trademarks on a non-exclusive basis in the
United  States in a manner  reasonably  related to the conduct of its retail and
distribution operations.
                  3.  Licensor  and  Licensee  have  agreed to the terms of such
non-exclusive license of the Trademarks on the terms provided in this Agreement.
                  NOW,  THEREFORE,  in  consideration  of  the  mutual  promises
contained  herein and for other good and valuable  consideration  received,  the
receipt  and   sufficiency  of  which  is  hereby   acknowledged,   and  of  the
representations and covenants hereinafter set forth, the parties hereby agree as
follows:
         1.       GRANT OF LICENSE.
                  A.  License  of  Trademarks  for  Use in  Corporate  Name  and
Business. Subject to the provisions of this Agreement, Licensor hereby grants to
Licensee the non-exclusive  right to make use of the Trademarks and all goodwill
associated  therewith  in its  corporate  name and its business  throughout  the
United States.
              B.       Identification of Status and Ownership of the Trademarks.
     (i) Licensee  acknowledges  that  Licensor owns the  Trademarks  and agrees
never to impugn or  challenge,  or to assist in any challenge of the validity of
the Trademarks,  the registration of the Trademarks,  or Licensor's ownership of
the Trademarks.
     (ii) The  Trademarks  shall be  clearly  denoted  as  being  trademarks  by
utilizing  the  appropriate  symbol  of an  encircled  R "(R)"  (for  registered
trademarks) or the designation  "(TM)" (for common law trademarks) or such other
symbol or legend as Licensor may designate from time to time.
     (iii) As requested by Licensor in writing,  Licensee shall also incorporate
an  asterisk by each use of the  Trademarks  and shall  incorporate  a statement
which reads:
                        *Trademark of SYDOOG, Inc.
                  C.  Rights of  Licensee.  Subject  to the  provisions  of this
Agreement, Licensor hereby grants to Licensee the non-exclusive right to utilize
the  Trademarks  and all goodwill  associated  therewith in connection  with the
manufacture, distribution and sale of such products and services as are approved
by Licensor (such approved products and services are collectively referred to as
"Approved  Products").  It is expressly  understood  that the Approved  Products
shall  include all  products  and services  which were  provided,  manufactured,
distributed  or  sold  by  Licensee  in  conjunction  with  one or  more  of the
Trademarks prior to the date of this Agreement and shall also include such other
products  and  services  which  fall  within  the  description  of  goods of the
corresponding  registrations  or common law usages of the  Trademarks,  provided
that such products and services comply with the standards determined by Licensor
as set forth herein and/or issued pursuant to this  Agreement.  The standards to
be determined by Licensor shall include, without limitation,  the quality of the
goods or services, the labeling and advertising uses of the Trademarks,  and the
performance  requirements  of new  products or services  intended to be provided
under the  Trademarks.  Licensor  reserves the right to withdraw its approval or
amend its standards at any time.
         2.       QUALITY CONTROLS.
                  A.  In  General.   Licensee  and  Licensor   acknowledge  that
maintaining  the high quality of the Approved  Products  provided in conjunction
with  the  Trademarks,  in  order  to  enhance  goodwill  as  symbolized  by the
Trademarks,  is the essence of this Agreement.  Notwithstanding anything in this
Agreement to the contrary,  Licensee agrees that its services and products shall
be of such high  standards  and  quality  as to be  adequate  and  suited to the
utilization to their best advantage and to the protection and enhancement of the
Trademarks,  that such services  shall be performed  and such products  shall be
completed and delivered in accordance  with all  applicable  federal,  state and
local laws and regulations,  and that the policy of performance of such services
and of  completion  and  delivery  of such  products  by  Licensee  shall be one
requiring high standards and shall in no manner reflect  adversely upon the good
name of Licensor or upon the reputation or value of the Trademarks.
                  B.  Advertising.  Licensor  reserves  the right to approve all
advertising  in  connection  with  the  Approved  Products  and  the  use of the
Trademarks,  including  the type,  color,  size and  design of signs or  symbols
depicting the  Trademarks.  Accordingly,  the quality and style of  advertising,
promotional  and other  materials  bearing  the  Trademarks,  at the  request of
Licensor,  shall be subject to the prior written approval of Licensor, which may
be granted or withheld in  Licensor's  sole  discretion.  Licensor  reserves the
right to withdraw  such  approval or to amend its  requirements  with respect to
advertising at any time. All advertising, promotional or other materials bearing
the  Trademarks  to be used by Licensee and differing  substantially  from those
approved herein shall be submitted to Licensor or its authorized  representative
for its prior  written  approval.  Any such  advertising,  promotional  or other
materials  submitted  to and  not  disapproved  by  Licensor  or its  authorized
representative within ten (10) days after receipt by Licensor shall be deemed to
be  approved.  The entire cost of  advertising  and  promoting  the products and
services  undertaken by Licensee shall be the sole  obligation of Licensee,  and
Licensor assumes no financial or other responsibility  therefor.  In advertising
and promoting the Approved  Products,  Licensee shall comply with all applicable
laws, rules and regulations.
                  C.  Consumer  Complaints.  Licensee  agrees  to cause a prompt
response  to be made to  consumer  complaints  received  by Licensee or Licensor
(upon prompt  notice to Licensee)  pertaining to Approved  Products  bearing the
Trademarks.  Licensee shall promptly permit  Licensor to inspect,  upon request,
any written product liability claims and government reports in respect of any of
the products covered by this Agreement.
                  D. Quality Control Standards. With respect to any provision in
this Agreement  referring to quality control standards,  Licensor shall have the
right at all times  and in good  faith to issue  standards  in  addition  to, in
amendment of, or in  replacement  of, the  standards set forth herein,  together
with accompanying quality control policies and procedures, all of which shall be
attached hereto as Exhibit B (as it may be amended or supplemented  from time to
time) and made a part hereof upon  written  consent of Licensee (to be evidenced
by its execution of such  amendments or  supplements to this  Agreement),  which
consent will not be unreasonably withheld.
                  E.  Personnel  Training.  Both parties agree that high quality
personnel training programs covering quality control, customer relations policy,
sales and marketing  techniques,  and other  matters are of prime  importance to
this Agreement and are essential to the success of the sale of Approved Products
bearing the Trademarks. To accomplish this, the Licensee shall be responsible at
its cost for implementing and maintaining such programs and policies,  including
providing a sufficient  number of training  sessions for  Licensee's  employees,
which  training  sessions  shall be in  accordance  with the standards set forth
herein and issued pursuant to the terms of this Agreement.  Licensor agrees that
the current  practices  with respect to training  sessions are  satisfactory  to
Licensor,  but Licensor  reserves the right to withdraw its approval or to amend
the programs and policies at any time.
                  F. Compliance Reports. From time to time, and upon the written
request of  Licensor,  Licensee  shall  furnish to  Licensor  or its  authorized
representative,   free  of  cost,   for  its  written   approval  as  aforesaid,
descriptions  of all activities  currently  performed  and/or being completed by
Licensee  relating to the Approved  Products and of the manner of performing the
same,  in order that  Licensor  may  determine  whether the high  standards  and
quality  control  measures are being  maintained  by Licensee.  Licensor (or its
authorized  representative) shall be the sole judge of whether the activities of
Licensee have complied or are complying  with the aforesaid  high  standards and
quality control measures.
                  G. Records. Licensee shall keep accurate records in sufficient
detail to enable  Licensor (or its authorized  representative)  to determine the
extent and the manner in which  Licensee  has used the  Trademarks  and Licensee
shall permit  Licensor (or its  authorized  representative)  to examine and make
copies of such records at all reasonable times.  Licensee shall provide Licensor
(or  its  authorized  representative)  with  access  to  the  business  offices,
factories,  sales  locations  and other  premises of Licensee at all  reasonable
times,  in order that  Licensor may  determine  whether  Licensee's  uses of the
Trademarks  conform  with the quality  control  standards  set forth  herein and
issued in  accordance  herewith,  and  Licensee  shall abide by the  decision of
Licensor (or its authorized  representative)  in this respect.  Upon  Licensor's
request (or upon the request of Licensor's authorized representative),  Licensee
shall deliver to Licensor (or its authorized  representative)  such reports,  in
the form  requested,  which  confirm  for  Licensor  that such  quality  control
standards are being satisfied.
                  H. Change of Business Practices. In the event that Licensee at
any time makes any material  changes in its business  procedures  that may alter
the  performance  of any of the services or the delivery of products  upon or in
relation to which Licensee uses or intends to use the Trademarks, Licensee shall
promptly  give  notice  in  writing   thereof  to  Licensor  or  its  authorized
representative,  so that Licensor or its authorized representative may determine
through  supplemental  investigation,  if  necessary,  in  the  Licensor's  sole
judgment,  whether  Licensee is  conforming  to the high  standards  and quality
control  measures which have been set forth herein,  and Licensee shall abide by
the decision of Licensor or its authorized representative in this respect.
                  I.  Right to  Obtain  Samples.  At the  request  of  Licensor,
Licensee  shall  submit  to  Licensor  representative  samples  from  Licensee's
production  of  Approved  Products  and of raw  materials  used in the  Approved
Products for such quality  testing and review as Licensor in its sole discretion
shall deem appropriate.
                  J. Right to Inspect Premises. Licensor, upon reasonable notice
to  Licensee,  shall  have the right to inspect  the  equipment,  materials  and
production facilities of Licensee to ensure compliance with Licensor's standards
of quality for the Approved Products.
         3.       FEES.
                  A. Privilege Fee. For the privilege of having the right to use
the Trademarks under the terms and conditions of this Agreement, Licensee agrees
to pay to Licensor  annually  during the term of this  Agreement a privilege fee
(the "Privilege  Fee") equal to $50,000 per fiscal year per Store without regard
to the level of  Licensee's  sales  volume  during such fiscal  year.  The first
annual  Privilege  Fee shall be due and payable on the execution and delivery of
this  Agreement,  and,  thereafter,  the annual  Privilege  Fee shall be due and
payable  annually on the first (1st) day of the fourth (4th)  fiscal  quarter of
each fiscal year (based upon a fiscal year which ends on the Saturday nearest to
the last day of January of each year).  The Privilege Fee shall not be pro-rated
or refunded to Licensee.
                  B. Royalty Fees.  During the term of this Agreement,  Licensee
agrees to pay Licensor for the license of the Trademarks for each fiscal quarter
(based upon a fiscal year which ends on the Saturday  nearest to the last day of
January of each year) royalty fees ("Royalty Fees") equal to one percent (1%) of
Licensee's  Royalty  Base, as defined in Section 3C of this  Agreement.  Royalty
Fees shall be payable quarterly as set forth in Section 3E of this Agreement.
     C. Royalty Base. For purposes of this Agreement,  "Royalty Base" shall mean
the Licensee's net sales during the applicable fiscal quarter less:
     (i) Allowances for returns,  discounts or rebates as actually  granted to a
customer  on  account of  quantity  purchased  (but not  discounts  granted  for
promptness of payment); and
     (ii) All taxes  levied,  directly  or  indirectly,  on the sale of Approved
Products by any government or governmental agency.
                  D.  Report  Requirements.  On or before  forty-five  (45) days
after the last day of each fiscal period (based upon a fiscal year which ends on
the Saturday  nearest to the last day of January of each year)  through the date
of expiration  or  termination  of this  Agreement,  Licensee  shall produce and
forward to Licensor  an  itemized  statement  setting  forth an sales  report in
sufficient  detail to show the basis  upon  which  Royalty  Fees are  payable to
Licensor for such fiscal  period.  Licensor has the right to appoint a Certified
Public Accountant to audit Licensee's books and records,  at Licensee's expense,
at any time.
                  E. Payment  Requirements.  On or before thirty (30) days after
invoice to Licensee sent by Licensor,  Licensee shall pay to Licensor the amount
of  Royalty  Fees due to  Licensor  under  Section  3B hereof on  account of the
activities of Licensee  under this  Agreement  during the period  covered by the
invoice.
         4.       TRADEMARK  PROTECTION.
                  A. Notice of Infringement. Licensee shall promptly give notice
to Licensor of any  infringement  of the  Trademarks  in the United States which
shall come to Licensee's  attention during the term of this Agreement.  Licensee
agrees, at Licensor's  expense, to cooperate with Licensor,  when requested,  in
stopping such  infringement,  but Licensee  shall not take any action against an
infringer  in its own name or on behalf of  Licensor  without  Licensor's  prior
written approval.
                  B.  Maintenance  of  Trademarks.  Licensor  agrees  to pay all
governmental and legal fees involved in maintaining the continuing  validity and
enforceability  of the  Trademarks  within  the  United  States,  including  the
maintenance  and renewal of all  registrations  therefor  in the United  States,
provided, however, that Licensor shall determine at its sole option which of the
Trademarks  shall be renewed.  Without  limiting the provisions of the preceding
sentence,  Licensee  acknowledges  the  validity  of  and  Licensor's  exclusive
ownership of all right, title and interest,  in and to the Trademarks and agrees
that any use by Licensee of the Trademarks  shall inure solely to the benefit of
Licensor. Licensee shall not at any time (either during or after the termination
of this Agreement) directly or indirectly take any action which might impair the
validity of or the rights of Licensor in the  Trademarks,  but Licensor makes no
representation  or warranty that the Trademarks are valid or validly  registered
in the United States or any other country. Licensee shall not at any time during
the term of this  Agreement use any mark which shall be identical or confusingly
similar  to any  of the  Trademarks,  except  as  expressly  permitted  by  this
Agreement.  The termination of this Agreement shall not affect the obligation of
Licensee under this Section 4B.
                  C.  Infringement  of Other Marks by Licensee.  Licensee  shall
promptly notify  Licensor in the event that Licensee shall acquire  knowledge of
any claim that use of the Trademarks by Licensee  infringes the rights of others
or of the institution of any action or proceeding  against Licensee or otherwise
arising out of the use of the  Trademarks  by  Licensee.  Licensor  and its duly
authorized  representative  shall have the right (but not the obligation),  upon
written notification to Licensee within sixty (60) days of receipt of Licensee's
notification  to  Licensor  of such  infringement  claim,  to take charge of the
defense of any such claim, action or proceeding (and of any negotiations for the
settlement thereof). If Licensor declines, or fails to respond within sixty (60)
days after  receipt of  notification  from  Licensee,  to defend any such claim,
action or proceeding,  Licensee may do so.  Licensor and Licensee each shall pay
their own expenses  and retain any costs or damages  awarded to each in any such
claim, action or proceeding.  Licensor shall not make any settlement of any such
claim,  action or  proceeding,  brought  against  Licensee  involving a monetary
payment by Licensee  without the consent in writing of Licensee.  Licensor shall
not be liable in any event to  Licensee  in respect of any  damages  assessed or
asserted  against  Licensee  in, or any  liability  incurred by or imposed  upon
Licensee in connection with, any such claim, action or proceeding.  Licensor and
Licensee  agree to cooperate  with each other in all respects in any such claim,
action or proceeding.
                  D. Infringement of the Trademarks.  In the event that Licensee
shall acquire  knowledge of any use by a third party (other than any party known
to have a license agreement with Licensor) of the Trademarks,  it shall not take
any action  whatsoever,  unless  otherwise  authorized  by  Licensor,  but shall
promptly  notify  Licensor  in  writing  of such  use.  Licensor  (and  its duly
authorized representative) shall have the right (but not the obligation) to take
whatever action it deems appropriate, including the institution of any action or
proceeding against such third party or otherwise,  to obtain a discontinuance of
such use.  Licensor's  (or its authorized  representative's)  right to take such
action,  however,  shall expire if Licensor (or its  authorized  representative)
does not notify  Licensee in writing  within  thirty (30) days of receipt of the
aforementioned  notice  from  Licensee  of such  third  party use.  If  Licensor
exercises its right to take such action, Licensor shall pay its own expenses and
retain any costs or damages awarded to it therein. If Licensor does not exercise
its right to take such action,  or such right  expires,  then  Licensee may take
whatever  action  Licensee,  in its  sole  opinion,  deems to be  necessary  and
appropriate and Licensor shall reimburse  Licensee for all costs,  including but
not limited to attorneys'  fees incurred by Licensee with respect to such action
in the form of a credit  against fees due or to become due under this  Agreement
or in such other form as mutually agreed between Licensor and Licensee. Licensee
and Licensor  agree to cooperate  with each other in all respects and to provide
each other with all  assistance  requested by the other with respect to all such
actions.
         5.  INDEMNIFICATION BY LICENSEE.  Licensee shall indemnify,  defend and
hold Licensor harmless against and from all claims, demands,  actions and rights
of action  that shall or may arise by virtue of  anything  done or omitted to be
done  by the  Licensee  or by any  of  Licensee's  agents,  employees  or  other
representatives  unless the claim, demand, action or right arises solely from an
act  or  omission  of  Licensor  or  any  of  its  agents,  employees  or  other
representatives.  The rights and  obligations  of the parties  hereto under this
Section 5 shall survive the termination of this Agreement.
         6. TAXES.  Licensee  Responsible for Payment of Taxes.  All payments or
reimbursements under this Agreement shall be made without setoff or counterclaim
and free and clear of and without  deduction  for any and all present and future
taxes,  levies,  imposts,  duties  or any  other  charges  of a  similar  nature
("Taxes").  Licensee  agrees to cause all Taxes imposed in  connection  with the
purchase  and  sale  of  the  Approved  Products  to be  paid  directly  to  the
appropriate governmental authority.
         7.       TERM, TERMINATION AND DEFAULT.
                  A. Term.  This Agreement shall continue in effect for a period
of one (1) year  from the  date of this  Agreement  and,  unless  terminated  as
hereinafter  provided,  shall  automatically  renew for an  additional  one-year
period on each  anniversary  date of the date of this Agreement.  This Agreement
may be terminated by either party upon thirty (30) days prior written  notice of
termination.  This Agreement may be terminated at any time by written consent of
the parties.
                  B. Default and Termination.  This Agreement shall terminate at
the  election  of  either  party  to this  Agreement  if the  other  party  (the
"Defaulting  Party")  shall breach or default in the  performance  of any of its
obligations  under this Agreement or any other  agreement  between  Licensor and
Licensee,  and such  breach or  default  is not cured  after  notice is given as
provided in Section 7C of this Agreement or as provided in such other agreement.
Regardless of the foregoing provisions, the Licensor may terminate the Agreement
at any time if any of the following circumstances occur:
                           (i)      Declaration of bankruptcy by Licensee.
     (ii) Failure of the Licensee to pay royalties  over a term in excess of six
(6) months following the due date.
     (iii) In case of a  transfer  of rights  by  Licensee  to a third  party in
violation of Section 11 of this Agreement.
     (iv) In case of any material breach of any provision of this Agreement,  or
an intentional  violation of the Licensor's rights in any Trademarks  covered by
this Agreement.
                  C. Notice of Default.  If either  party  desires to  terminate
this  Agreement  in the event of a breach or  default,  such  party  shall  give
written  notice  to  the  Defaulting  Party  of the  breach  or  default  by the
Defaulting  Party and allow the  Defaulting  Party  thirty (30) days  thereafter
within  which to cure  such  breach  or  default.  Failure  by  either  party to
terminate this Agreement for any one or more acts or omissions of the Defaulting
Party which constitute a breach or default  hereunder shall in no way whatsoever
be construed as a waiver, express or implied, of that party's right to terminate
the  Agreement for any other breach or default or for the same breach or default
at a later time.
     D.  Rights on  Termination.  Upon  termination  of this  Agreement  for any
reason,  the rights,  privileges  and  obligations  of the  parties  shall be as
follows:
     (i) Such  termination  shall be without  prejudice to Licensor's  rights to
recover  royalties  or other  sums due from  Licensee  under  the  terms of this
Agreement.
     (ii) Any remedy for any breach or  default  which has not  previously  been
cured shall be preserved.
     (iii)  Licensee shall  immediately  cease to use the Trademarks for any and
all purposes,  and thereafter  shall not adopt or use any similar  trademarks or
combinations  thereof which so resemble the  Trademarks as to be likely to cause
confusion or mistake or to deceive, in connection with any products or services.
     E. Survival.  Without  limiting any other provision of this Agreement,  the
provisions of this Section 7 shall survive the termination of this Agreement.
         8.  SERVICES  PERFORMED BY AUTHORIZED  REPRESENTATIVE.  Notwithstanding
anything in this Agreement to the contrary,  Licensor may engage the services of
an authorized  representative  to act for and on behalf of Licensor for any part
of or all aspects of this Agreement.  Accordingly,  Licensee agrees to deal with
such  representative  upon  written  notice from  Licensor,  which  notice shall
describe the scope of such representative's responsibilities.
         9. AMENDMENT.  This Agreement may be amended only by written  amendment
executed  by an  authorized  officer  or  agent of  Licensee  and  Licensor.  No
approval, permission or consent by either party to this Agreement shall have any
effect  unless it is made in writing  by an  authorized  representative  of such
party.
         10.  PROHIBITION  ON  ASSIGNMENT.  Nothing in this  Agreement  shall be
deemed to constitute or result in an assignment of the Trademarks to Licensee or
the  creation  of an  equitable  or any  other  interest  in the  Trademarks  in
Licensee.
         11. TRANSFERABILITY OF RIGHTS.  Licensor's rights and obligations under
this  Agreement  shall be freely  transferable  and such rights and  obligations
shall inure to the benefit of and be binding upon its respective  successors and
assigns.  Licensee's  rights and  obligations  under this  Agreement  shall not,
without the prior  written  consent of Licensor,  be  transferred,  sublicensed,
assigned or alienated in any manner, except as expressly provided hereunder.
         12.  GOVERNING  LAW  AND  JURISDICTION;   ARBITRATION.   The  validity,
interpretation  and  enforceability  of this  Agreement  shall be  determined in
accordance  with the laws of the State of Delaware.  All  disputes  arising from
this Agreement shall be finally  decided by arbitration  consisting of three (3)
arbitrators  according to the Delaware  Arbitration Act, 10 Del. C. ss. 5701, et
seq. All legal costs  incurred to enforce the terms of this  Agreement  shall be
borne by the  party  responsible  in  accordance  with the  applicable  laws and
customs.
         13.  SEVERABILITY.  If any provision or any portion of any provision of
this  Agreement  shall  be  held  to be void  or  unenforceable,  the  remaining
provisions of this  Agreement and the  remaining  portion of any provision  held
void or unenforceable in part are to continue in full force and effect.
         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement to be effective as of the day and year first above written.


[SEAL]                                               LICENSEE:
Attest:                                              GFCTN, L.P.

                                                     By:      TREBOR OF TN, INC.
                                                              General Partner


By:  /s/ Regis J. Hebbeler                           By:  /s/ Harry M. Call   
     Regis J. Hebbeler                                    Harry M. Call
     Secretary                                            President


 [SEAL]                                               LICENSOR:
Attest:                                               SYDOOG, INC.


By:  /s/ Peter J. Winnington                     By:  /s/ Francis B. Jacobs, II 
     Peter J. Winnington                              Francis B. Jacobs, II
     Vice President                                   President


<PAGE>


                                    EXHIBIT A

                              TO LICENSE AGREEMENT
                               LICENSED TRADEMARKS

Mark                            Registration No.                Issuance Date

Goody's Family Clothing             1,606,015                   July 10, 1990

Goody's Family Clothing, Inc.
         & Design                   1,949,198                 January 16, 1996


<PAGE>


92
3-1399

3-1399
                                    EXHIBIT B

                              TO LICENSE AGREEMENT

                            QUALITY CONTROL STANDARDS



                    [See attached Quality Control Standards]


<PAGE>

                                                          Exhibit - 4.1 B
                                LICENSE AGREEMENT
                  This License  Agreement (this  "Agreement") is dated as of May
20, 1998, by and between SYDOOG,  INC., a Delaware  corporation  having its only
place of business at 913 Market Street,  Suite 817,  Wilmington,  Delaware 19801
(the  "Licensor"),  and GFCGA,  L.P., a Tennessee limited  partnership  having a
place  of  business  at  400  Goody's  Lane,  Knoxville,  Tennessee  37933  (the
"Licensee").
                                   BACKGROUND
                  The background of this Agreement is as follows:
                  1. Licensor is the  proprietor of the  tradenames,  trademarks
and service  marks,  together with all  registrations  and/or  applications  for
registration associated therewith,  identified on Exhibit A hereto, which may be
amended from time to time by consent of the parties hereto (all such tradenames,
trademarks  and service marks are  hereinafter  collectively  referred to as the
"Trademarks").
                  2. Licensee plans to open and operate retail clothing store(s)
under the  tradenmane  "GOODY'S".  It is the desire and intention of the parties
that Licensee be permitted to use the Trademarks on a non-exclusive basis in the
United  States in a manner  reasonably  related to the conduct of its retail and
distribution operations.
                  3.  Licensor  and  Licensee  have  agreed to the terms of such
non-exclusive license of the Trademarks on the terms provided in this Agreement.
                  NOW,  THEREFORE,  in  consideration  of  the  mutual  promises
contained  herein and for other good and valuable  consideration  received,  the
receipt  and   sufficiency  of  which  is  hereby   acknowledged,   and  of  the
representations and covenants hereinafter set forth, the parties hereby agree as
follows:
         1.       GRANT OF LICENSE.
                  A.  License  of  Trademarks  for  Use in  Corporate  Name  and
Business. Subject to the provisions of this Agreement, Licensor hereby grants to
Licensee the non-exclusive  right to make use of the Trademarks and all goodwill
associated  therewith  in its  corporate  name and its business  throughout  the
United States.
     B. Identification of Status and Ownership of the Trademarks.
     (i) Licensee  acknowledges  that  Licensor owns the  Trademarks  and agrees
never to impugn or  challenge,  or to assist in any challenge of the validity of
the Trademarks,  the registration of the Trademarks,  or Licensor's ownership of
the Trademarks.
     (ii) The  Trademarks  shall be  clearly  denoted  as  being  trademarks  by
utilizing  the  appropriate  symbol  of an  encircled  R "(R)"  (for  registered
trademarks) or the designation  "(TM)" (for common law trademarks) or such other
symbol or legend as Licensor may designate from time to time.
     (iii) As requested by Licensor in writing,  Licensee shall also incorporate
an  asterisk by each use of the  Trademarks  and shall  incorporate  a statement
which reads:
                      *Trademark of SYDOOG, Inc.
                  C.  Rights of  Licensee.  Subject  to the  provisions  of this
Agreement, Licensor hereby grants to Licensee the non-exclusive right to utilize
the  Trademarks  and all goodwill  associated  therewith in connection  with the
manufacture, distribution and sale of such products and services as are approved
by Licensor (such approved products and services are collectively referred to as
"Approved  Products").  It is expressly  understood  that the Approved  Products
shall  include all  products  and services  which were  provided,  manufactured,
distributed  or  sold  by  Licensee  in  conjunction  with  one or  more  of the
Trademarks prior to the date of this Agreement and shall also include such other
products  and  services  which  fall  within  the  description  of  goods of the
corresponding  registrations  or common law usages of the  Trademarks,  provided
that such products and services comply with the standards determined by Licensor
as set forth herein and/or issued pursuant to this  Agreement.  The standards to
be determined by Licensor shall include, without limitation,  the quality of the
goods or services, the labeling and advertising uses of the Trademarks,  and the
performance  requirements  of new  products or services  intended to be provided
under the  Trademarks.  Licensor  reserves the right to withdraw its approval or
amend its standards at any time.
         2.       QUALITY CONTROLS.
                  A.  In  General.   Licensee  and  Licensor   acknowledge  that
maintaining  the high quality of the Approved  Products  provided in conjunction
with  the  Trademarks,  in  order  to  enhance  goodwill  as  symbolized  by the
Trademarks,  is the essence of this Agreement.  Notwithstanding anything in this
Agreement to the contrary,  Licensee agrees that its services and products shall
be of such high  standards  and  quality  as to be  adequate  and  suited to the
utilization to their best advantage and to the protection and enhancement of the
Trademarks,  that such services  shall be performed  and such products  shall be
completed and delivered in accordance  with all  applicable  federal,  state and
local laws and regulations,  and that the policy of performance of such services
and of  completion  and  delivery  of such  products  by  Licensee  shall be one
requiring high standards and shall in no manner reflect  adversely upon the good
name of Licensor or upon the reputation or value of the Trademarks.
                  B.  Advertising.  Licensor  reserves  the right to approve all
advertising  in  connection  with  the  Approved  Products  and  the  use of the
Trademarks,  including  the type,  color,  size and  design of signs or  symbols
depicting the  Trademarks.  Accordingly,  the quality and style of  advertising,
promotional  and other  materials  bearing  the  Trademarks,  at the  request of
Licensor,  shall be subject to the prior written approval of Licensor, which may
be granted or withheld in  Licensor's  sole  discretion.  Licensor  reserves the
right to withdraw  such  approval or to amend its  requirements  with respect to
advertising at any time. All advertising, promotional or other materials bearing
the  Trademarks  to be used by Licensee and differing  substantially  from those
approved herein shall be submitted to Licensor or its authorized  representative
for its prior  written  approval.  Any such  advertising,  promotional  or other
materials  submitted  to and  not  disapproved  by  Licensor  or its  authorized
representative within ten (10) days after receipt by Licensor shall be deemed to
be  approved.  The entire cost of  advertising  and  promoting  the products and
services  undertaken by Licensee shall be the sole  obligation of Licensee,  and
Licensor assumes no financial or other responsibility  therefor.  In advertising
and promoting the Approved  Products,  Licensee shall comply with all applicable
laws, rules and regulations.
                  C.  Consumer  Complaints.  Licensee  agrees  to cause a prompt
response  to be made to  consumer  complaints  received  by Licensee or Licensor
(upon prompt  notice to Licensee)  pertaining to Approved  Products  bearing the
Trademarks.  Licensee shall promptly permit  Licensor to inspect,  upon request,
any written product liability claims and government reports in respect of any of
the products covered by this Agreement.
                  D. Quality Control Standards. With respect to any provision in
this Agreement  referring to quality control standards,  Licensor shall have the
right at all times  and in good  faith to issue  standards  in  addition  to, in
amendment of, or in  replacement  of, the  standards set forth herein,  together
with accompanying quality control policies and procedures, all of which shall be
attached hereto as Exhibit B (as it may be amended or supplemented  from time to
time) and made a part hereof upon  written  consent of Licensee (to be evidenced
by its execution of such  amendments or  supplements to this  Agreement),  which
consent will not be unreasonably withheld.
                  E.  Personnel  Training.  Both parties agree that high quality
personnel training programs covering quality control, customer relations policy,
sales and marketing  techniques,  and other  matters are of prime  importance to
this Agreement and are essential to the success of the sale of Approved Products
bearing the Trademarks. To accomplish this, the Licensee shall be responsible at
its cost for implementing and maintaining such programs and policies,  including
providing a sufficient  number of training  sessions for  Licensee's  employees,
which  training  sessions  shall be in  accordance  with the standards set forth
herein and issued pursuant to the terms of this Agreement.  Licensor agrees that
the current  practices  with respect to training  sessions are  satisfactory  to
Licensor,  but Licensor  reserves the right to withdraw its approval or to amend
the programs and policies at any time.
                  F. Compliance Reports. From time to time, and upon the written
request of  Licensor,  Licensee  shall  furnish to  Licensor  or its  authorized
representative,   free  of  cost,   for  its  written   approval  as  aforesaid,
descriptions  of all activities  currently  performed  and/or being completed by
Licensee  relating to the Approved  Products and of the manner of performing the
same,  in order that  Licensor  may  determine  whether the high  standards  and
quality  control  measures are being  maintained  by Licensee.  Licensor (or its
authorized  representative) shall be the sole judge of whether the activities of
Licensee have complied or are complying  with the aforesaid  high  standards and
quality control measures.
                  G. Records. Licensee shall keep accurate records in sufficient
detail to enable  Licensor (or its authorized  representative)  to determine the
extent and the manner in which  Licensee  has used the  Trademarks  and Licensee
shall permit  Licensor (or its  authorized  representative)  to examine and make
copies of such records at all reasonable times.  Licensee shall provide Licensor
(or  its  authorized  representative)  with  access  to  the  business  offices,
factories,  sales  locations  and other  premises of Licensee at all  reasonable
times,  in order that  Licensor may  determine  whether  Licensee's  uses of the
Trademarks  conform  with the quality  control  standards  set forth  herein and
issued in  accordance  herewith,  and  Licensee  shall abide by the  decision of
Licensor (or its authorized  representative)  in this respect.  Upon  Licensor's
request (or upon the request of Licensor's authorized representative),  Licensee
shall deliver to Licensor (or its authorized  representative)  such reports,  in
the form  requested,  which  confirm  for  Licensor  that such  quality  control
standards are being satisfied.
                  H. Change of Business Practices. In the event that Licensee at
any time makes any material  changes in its business  procedures  that may alter
the  performance  of any of the services or the delivery of products  upon or in
relation to which Licensee uses or intends to use the Trademarks, Licensee shall
promptly  give  notice  in  writing   thereof  to  Licensor  or  its  authorized
representative,  so that Licensor or its authorized representative may determine
through  supplemental  investigation,  if  necessary,  in  the  Licensor's  sole
judgment,  whether  Licensee is  conforming  to the high  standards  and quality
control  measures which have been set forth herein,  and Licensee shall abide by
the decision of Licensor or its authorized representative in this respect.
                  I.  Right to  Obtain  Samples.  At the  request  of  Licensor,
Licensee  shall  submit  to  Licensor  representative  samples  from  Licensee's
production  of  Approved  Products  and of raw  materials  used in the  Approved
Products for such quality  testing and review as Licensor in its sole discretion
shall deem appropriate.
                  J. Right to Inspect Premises. Licensor, upon reasonable notice
to  Licensee,  shall  have the right to inspect  the  equipment,  materials  and
production facilities of Licensee to ensure compliance with Licensor's standards
of quality for the Approved Products.
         3.       FEES.
                  A. Privilege Fee. For the privilege of having the right to use
the Trademarks under the terms and conditions of this Agreement, Licensee agrees
to pay to Licensor  annually  during the term of this  Agreement a privilege fee
(the "Privilege  Fee") equal to $50,000 per fiscal year per Store without regard
to the level of  Licensee's  sales  volume  during such fiscal  year.  The first
annual  Privilege  Fee shall be due and payable on the execution and delivery of
this  Agreement,  and,  thereafter,  the annual  Privilege  Fee shall be due and
payable  annually on the first (1st) day of the fourth (4th)  fiscal  quarter of
each fiscal year (based upon a fiscal year which ends on the Saturday nearest to
the last day of January of each year).  The Privilege Fee shall not be pro-rated
or refunded to Licensee.
                  B. Royalty Fees.  During the term of this Agreement,  Licensee
agrees to pay Licensor for the license of the Trademarks for each fiscal quarter
(based upon a fiscal year which ends on the Saturday  nearest to the last day of
January of each year) royalty fees ("Royalty Fees") equal to one percent (1%) of
Licensee's  Royalty  Base, as defined in Section 3C of this  Agreement.  Royalty
Fees shall be payable quarterly as set forth in Section 3E of this Agreement.
     C. Royalty Base. For purposes of this Agreement,  "Royalty Base" shall mean
the Licensee's net sales during the applicable fiscal quarter less:
     (i) Allowances for returns,  discounts or rebates as actually  granted to a
customer  on  account of  quantity  purchased  (but not  discounts  granted  for
promptness of payment); and
     (ii) All taxes  levied,  directly  or  indirectly,  on the sale of Approved
Products by any government or governmental agency.
                  D.  Report  Requirements.  On or before  forty-five  (45) days
after the last day of each fiscal period (based upon a fiscal year which ends on
the Saturday  nearest to the last day of January of each year)  through the date
of expiration  or  termination  of this  Agreement,  Licensee  shall produce and
forward to Licensor  an  itemized  statement  setting  forth an sales  report in
sufficient  detail to show the basis  upon  which  Royalty  Fees are  payable to
Licensor for such fiscal  period.  Licensor has the right to appoint a Certified
Public Accountant to audit Licensee's books and records,  at Licensee's expense,
at any time.
                  E. Payment  Requirements.  On or before thirty (30) days after
invoice to Licensee sent by Licensor,  Licensee shall pay to Licensor the amount
of Royalty  Fees due to  Licensor  under  Section  3B.  hereof on account of the
activities of Licensee  under this  Agreement  during the period  covered by the
invoice.
         4.       TRADEMARK  PROTECTION.
                  A. Notice of Infringement. Licensee shall promptly give notice
to Licensor of any  infringement  of the  Trademarks  in the United States which
shall come to Licensee's  attention during the term of this Agreement.  Licensee
agrees, at Licensor's  expense, to cooperate with Licensor,  when requested,  in
stopping such  infringement,  but Licensee  shall not take any action against an
infringer  in its own name or on behalf of  Licensor  without  Licensor's  prior
written approval.
                  B.  Maintenance  of  Trademarks.  Licensor  agrees  to pay all
governmental and legal fees involved in maintaining the continuing  validity and
enforceability  of the  Trademarks  within  the  United  States,  including  the
maintenance  and renewal of all  registrations  therefor  in the United  States,
provided, however, that Licensor shall determine at its sole option which of the
Trademarks  shall be renewed.  Without  limiting the provisions of the preceding
sentence,  Licensee  acknowledges  the  validity  of  and  Licensor's  exclusive
ownership of all right, title and interest,  in and to the Trademarks and agrees
that any use by Licensee of the Trademarks  shall inure solely to the benefit of
Licensor. Licensee shall not at any time (either during or after the termination
of this Agreement) directly or indirectly take any action which might impair the
validity of or the rights of Licensor in the  Trademarks,  but Licensor makes no
representation  or warranty that the Trademarks are valid or validly  registered
in the United States or any other country. Licensee shall not at any time during
the term of this  Agreement use any mark which shall be identical or confusingly
similar  to any  of the  Trademarks,  except  as  expressly  permitted  by  this
Agreement.  The termination of this Agreement shall not affect the obligation of
Licensee under this Section 4B.
                  C.  Infringement  of Other Marks by Licensee.  Licensee  shall
promptly notify  Licensor in the event that Licensee shall acquire  knowledge of
any claim that use of the Trademarks by Licensee  infringes the rights of others
or of the institution of any action or proceeding  against Licensee or otherwise
arising out of the use of the  Trademarks  by  Licensee.  Licensor  and its duly
authorized  representative  shall have the right (but not the obligation),  upon
written notification to Licensee within sixty (60) days of receipt of Licensee's
notification  to  Licensor  of such  infringement  claim,  to take charge of the
defense of any such claim, action or proceeding (and of any negotiations for the
settlement thereof). If Licensor declines, or fails to respond within sixty (60)
days after  receipt of  notification  from  Licensee,  to defend any such claim,
action or proceeding,  Licensee may do so.  Licensor and Licensee each shall pay
their own expenses  and retain any costs or damages  awarded to each in any such
claim, action or proceeding.  Licensor shall not make any settlement of any such
claim,  action or  proceeding,  brought  against  Licensee  involving a monetary
payment by Licensee  without the consent in writing of Licensee.  Licensor shall
not be liable in any event to  Licensee  in respect of any  damages  assessed or
asserted  against  Licensee  in, or any  liability  incurred by or imposed  upon
Licensee in connection with, any such claim, action or proceeding.  Licensor and
Licensee  agree to cooperate  with each other in all respects in any such claim,
action or proceeding.
                  D. Infringement of the Trademarks.  In the event that Licensee
shall acquire  knowledge of any use by a third party (other than any party known
to have a license agreement with Licensor) of the Trademarks,  it shall not take
any action  whatsoever,  unless  otherwise  authorized  by  Licensor,  but shall
promptly  notify  Licensor  in  writing  of such  use.  Licensor  (and  its duly
authorized representative) shall have the right (but not the obligation) to take
whatever action it deems appropriate, including the institution of any action or
proceeding against such third party or otherwise,  to obtain a discontinuance of
such use.  Licensor's  (or its authorized  representative's)  right to take such
action,  however,  shall expire if Licensor (or its  authorized  representative)
does not notify  Licensee in writing  within  thirty (30) days of receipt of the
aforementioned  notice  from  Licensee  of such  third  party use.  If  Licensor
exercises its right to take such action, Licensor shall pay its own expenses and
retain any costs or damages awarded to it therein. If Licensor does not exercise
its right to take such action,  or such right  expires,  then  Licensee may take
whatever  action  Licensee,  in its  sole  opinion,  deems to be  necessary  and
appropriate and Licensor shall reimburse  Licensee for all costs,  including but
not limited to attorneys'  fees incurred by Licensee with respect to such action
in the form of a credit  against fees due or to become due under this  Agreement
or in such other form as mutually agreed between Licensor and Licensee. Licensee
and Licensor  agree to cooperate  with each other in all respects and to provide
each other with all  assistance  requested by the other with respect to all such
actions.
         5.  INDEMNIFICATION BY LICENSEE.  Licensee shall indemnify,  defend and
hold Licensor harmless against and from all claims, demands,  actions and rights
of action  that shall or may arise by virtue of  anything  done or omitted to be
done  by the  Licensee  or by any  of  Licensee's  agents,  employees  or  other
representatives  unless the claim, demand, action or right arises solely from an
act  or  omission  of  Licensor  or  any  of  its  agents,  employees  or  other
representatives.  The rights and  obligations  of the parties  hereto under this
Section 5 shall survive the termination of this Agreement.
         6. TAXES.  Licensee  Responsible for Payment of Taxes.  All payments or
reimbursements under this Agreement shall be made without setoff or counterclaim
and free and clear of and without  deduction  for any and all present and future
taxes,  levies,  imposts,  duties  or any  other  charges  of a  similar  nature
("Taxes").  Licensee  agrees to cause all Taxes imposed in  connection  with the
purchase  and  sale  of  the  Approved  Products  to be  paid  directly  to  the
appropriate governmental authority.
         7.       TERM, TERMINATION AND DEFAULT.
                  A. Term.  This Agreement shall continue in effect for a period
of one (1) year  from the  date of this  Agreement  and,  unless  terminated  as
hereinafter  provided,  shall  automatically  renew for an  additional  one-year
period on each  anniversary  date of the date of this Agreement.  This Agreement
may be terminated by either party upon thirty (30) days prior written  notice of
termination.  This Agreement may be terminated at any time by written consent of
the parties.
                  B. Default and Termination.  This Agreement shall terminate at
the  election  of  either  party  to this  Agreement  if the  other  party  (the
"Defaulting  Party")  shall breach or default in the  performance  of any of its
obligations  under this Agreement or any other  agreement  between  Licensor and
Licensee,  and such  breach or  default  is not cured  after  notice is given as
provided  in  Section  7C.  of this  Agreement  or as  provided  in  such  other
agreement.  Regardless of the foregoing  provisions,  the Licensor may terminate
the Agreement at any time if any of the following circumstances occur:
                           (i)      Declaration of bankruptcy by Licensee.
     (ii) Failure of the Licensee to pay royalties  over a term in excess of six
(6) months following the due date.
     (iii) In case of a  transfer  of rights  by  Licensee  to a third  party in
violation of Section 11 of this Agreement.
     (iv) In case of any material breach of any provision of this Agreement,  or
an intentional  violation of the Licensor's rights in any Trademarks  covered by
this Agreement.
                  C. Notice of Default.  If either  party  desires to  terminate
this  Agreement  in the event of a breach or  default,  such  party  shall  give
written  notice  to  the  Defaulting  Party  of the  breach  or  default  by the
Defaulting  Party and allow the  Defaulting  Party  thirty (30) days  thereafter
within  which to cure  such  breach  or  default.  Failure  by  either  party to
terminate this Agreement for any one or more acts or omissions of the Defaulting
Party which constitute a breach or default  hereunder shall in no way whatsoever
be construed as a waiver, express or implied, of that party's right to terminate
the  Agreement for any other breach or default or for the same breach or default
at a later time.
     D.  Rights on  Termination.  Upon  termination  of this  Agreement  for any
reason,  the rights,  privileges  and  obligations  of the  parties  shall be as
follows:
     (i) Such  termination  shall be without  prejudice to Licensor's  rights to
recover  royalties  or other  sums due from  Licensee  under  the  terms of this
Agreement.
     (ii) Any remedy for any breach or  default  which has not  previously  been
cured shall be preserved.
     (iii)  Licensee shall  immediately  cease to use the Trademarks for any and
all purposes,  and thereafter  shall not adopt or use any similar  trademarks or
combinations  thereof which so resemble the  Trademarks as to be likely to cause
confusion or mistake or to deceive, in connection with any products or services.
     E. Survival.  Without  limiting any other provision of this Agreement,  the
provisions of this Section 7 shall survive the termination of this Agreement.
         8.  SERVICES  PERFORMED BY AUTHORIZED  REPRESENTATIVE.  Notwithstanding
anything in this Agreement to the contrary,  Licensor may engage the services of
an authorized  representative  to act for and on behalf of Licensor for any part
of or all aspects of this Agreement.  Accordingly,  Licensee agrees to deal with
such  representative  upon  written  notice from  Licensor,  which  notice shall
describe the scope of such representative's responsibilities.
         9. AMENDMENT.  This Agreement may be amended only by written  amendment
executed  by an  authorized  officer  or  agent of  Licensee  and  Licensor.  No
approval, permission or consent by either party to this Agreement shall have any
effect  unless it is made in writing  by an  authorized  representative  of such
party.
         10.  PROHIBITION  ON  ASSIGNMENT.  Nothing in this  Agreement  shall be
deemed to constitute or result in an assignment of the Trademarks to Licensee or
the  creation  of an  equitable  or any  other  interest  in the  Trademarks  in
Licensee.
         11. TRANSFERABILITY OF RIGHTS.  Licensor's rights and obligations under
this  Agreement  shall be freely  transferable  and such rights and  obligations
shall inure to the benefit of and be binding upon its respective  successors and
assigns.  Licensee's  rights and  obligations  under this  Agreement  shall not,
without the prior  written  consent of Licensor,  be  transferred,  sublicensed,
assigned or alienated in any manner, except as expressly provided hereunder.
         12.  GOVERNING  LAW  AND  JURISDICTION;   ARBITRATION.   The  validity,
interpretation  and  enforceability  of this  Agreement  shall be  determined in
accordance  with the laws of the State of Delaware.  All  disputes  arising from
this Agreement shall be finally  decided by arbitration  consisting of three (3)
arbitrators  according to the Delaware  Arbitration Act, 10 Del. C. ss. 5701, et
seq. All legal costs  incurred to enforce the terms of this  Agreement  shall be
borne by the  party  responsible  in  accordance  with the  applicable  laws and
customs.
         13.  SEVERABILITY.  If any provision or any portion of any provision of
this  Agreement  shall  be  held  to be void  or  unenforceable,  the  remaining
provisions of this  Agreement and the  remaining  portion of any provision  held
void or unenforceable in part are to continue in full force and effect.
         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Agreement to be effective as of the day and year first above written.


[SEAL]                                               LICENSEE:
Attest:                                             GFCGA, L.P.

                                                    By:      TREBOR OF TN, INC.
                                                             General Partner

By:  /s/ Regis J. Hebbeler                          By:  /s/ Harry M. Call     
     Regis J. Hebbeler                                   Harry M. Call
     Secretary                                           President


 [SEAL]                                              LICENSOR:
Attest:                                             SYDOOG, INC.


By:  /s/ Peter J. Winnington                     By:  /s/ Francis B. Jacobs, II 
     Peter J. Winnington                              Francis B. Jacobs, II
     Vice President                                   President



<PAGE>


                                    EXHIBIT A

                              TO LICENSE AGREEMENT
                               LICENSED TRADEMARKS

Mark                         Registration No.                    Issuance Date

Goody's Family Clothing             1,606,015                   July 10, 1990

Goody's Family Clothing, Inc.
         & Design                   1,949,198                January 16, 1996


<PAGE>



99088-1
9/17/97
                                  EXHIBIT 4.1C

[H:CBT\FINANCE\GFCTNAGR.DOC]
                                    EXHIBIT B

                              TO LICENSE AGREEMENT

                            QUALITY CONTROL STANDARDS



                    [See attached Quality Control Standards]



<PAGE>




                                                              Exhibit - 4.1 C

                             MASTER SUPPLY AGREEMENT
                                  (GFCTN, L.P.)


         This MASTER SUPPLY  AGREEMENT  (this  "Agreement")  is made and entered
into this 20th day of May,  1998,  to be effective  as of May 20,  1998,  by and
between GOODY'S MS, L.P., a Tennessee limited partnership  ("Seller") and GFCTN,
L.P., a Tennessee limited partnership ("Purchaser").
         WHEREAS,  Purchaser  shall operate one or more Goody's Family  Clothing
retail locations, and in connection therewith,  Purchaser desires to purchase on
a continuing  basis, and Seller desires to sell on a continuing  basis,  various
items of inventory to be offered for sale in such locations,  as well as various
supplies and other products (hereinafter, collectively, the "Products") that may
be used in  connection  with such retail  operations,  all as may be selected by
Purchaser and communicated to Seller from time to time; and
         WHEREAS, to avoid repetitive negotiations,  the parties desire to enter
into this Agreement  establishing  the terms and conditions of purchase and sale
which will be applicable to the Products.
         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereby agree as follows:
1.       Scope of Agreement.
         a. Unless  otherwise  agreed in writing by both  parties  hereto,  this
Agreement shall apply to all purchase  orders,  electronic  communications,  and
other  purchase  documents or  communications  (hereinafter,  collectively,  the
"Orders")  relating to the purchase of Products  which may be placed with Seller
by or on behalf of Purchaser on and after the effective date of this  Agreement.
The terms and conditions of this Agreement shall apply to any Order,  whether or
not this Agreement or its terms and conditions are expressly  referred to in the
Order. 1.

<PAGE>




                                                        101

         b.  Unless  otherwise  agreed in writing by both  parties  hereto  with
respect to a specific purchase  transaction,  no inconsistent or additional term
or condition in any Order shall be applicable to a transaction  within the scope
of this  Agreement.  Both parties hereto  specifically  agree that any terms and
conditions on any of their  purchase or sale  documents or other  communications
utilized  as  Orders  hereunder  which  are in any way  inconsistent  with  this
Agreement shall not be applicable, and the terms of this Agreement shall govern.
2.       Duration and Termination.
         a. Unless earlier  terminated  according to the provisions of paragraph
2.b below,  this Agreement  shall be in force and effect for a period of one (1)
year  from the  effective  date of this  Agreement  set forth  above,  and shall
thereafter be automatically renewed for successive terms of one (1) year each.
         b. Either party hereto may terminate  this  Agreement  upon thirty (30)
days advance  written  notice to the other party of such  election to terminate;
provided,  however, that the parties hereto may agree in writing to a shorter or
longer notice period.
         c. The  termination  of this  Agreement will not affect any Order which
has been communicated and acknowledged prior to the date of termination.
3.       General Terms and Conditions.
         a.       Orders:
                  i.  Orders  will   generally   be  limited  to  the   Products
constituting the saleable inventory, or otherwise utilized in the operations, of
Goody's Family Clothing retail  locations.  Orders may,  however,  be issued for
products  handled  by  Seller  which are not so  utilized.  In such  event,  the
presumption will be that the terms and conditions of this Agreement apply to any
such Order unless Seller shall notify  Purchaser of its objection to having such
product covered under this Agreement.
                  ii.  Orders  may be made in any form,  including  typewritten,
telephonic, electronic and telex. An Order may be unpriced or pre-priced.
1.

<PAGE>


                  iii.  Purchaser  shall be entitled to engage one or more other
parties to place Orders with Seller on Purchaser's  behalf;  provided,  however,
that Seller shall not fulfill any Order placed by any party other than Purchaser
unless Purchaser has previously  communicated written authorization to Seller to
accept Orders from such party. In such event, Purchaser shall remain responsible
for payment of any such Order.
                  ii.  Purchaser  shall be entitled to establish  dollar  limits
above which individual  unpriced Orders are not to be accepted by Seller without
specific approval by a designated  officer or representative of Purchaser.  Such
dollar limits shall be set forth in a writing signed by both parties hereto.  In
such event,  when an unpriced Order exceeds the  established  dollar limit,  not
including  freight,  Seller shall return the Order to Purchaser  properly priced
within ten (10) days, with an estimated delivery date. Purchaser shall then have
the option of either  accepting or rejecting  the prices and delivery  dates set
forth by Seller.
                  v. Pre-priced  Orders,  and unpriced Orders whose amount falls
below any limit that may be  established  pursuant  to the  preceding  paragraph
2.b.iv,  shall be  considered  as Orders by Seller,  and Seller may accept  such
Orders and fulfill the same without any further approvals of Purchaser.
         b.       Acknowledgments:
                  i.  Within  ten (10) days  following  Seller's  receipt of any
Order  placed by or on behalf  of  Purchaser,  Seller  shall  respond  either by
accepting  such Order as submitted  (subject to the above  provisions  regarding
pricing) or by notifying Purchaser or Purchaser's  authorized  representative of
proposed   modifications.   When  an   acknowledgment   contains   additions  or
modifications to the Order,  the  acknowledged  Order shall not become effective
until  Seller  is  notified  electronically  or in  writing  by or on  behalf of
Purchaser that the proposed additions or modifications are acceptable. 1.

<PAGE>


                  ii. Seller agrees to make every reasonable  effort to meet the
delivery dates specified on any Order. Each Order  acknowledgment  shall contain
either Seller's  confirmation of the delivery dates as requested by or on behalf
of Purchaser, or Seller's own estimated delivery dates.
         c.       Follow-Up.
                  i.  Seller   agrees  to  provide   follow-up   with   Seller's
distribution facility or its third-party suppliers on each acknowledged Order to
ensure that the delivery  dates given are met, or that  Purchaser is notified of
any  rescheduling.  Such  notification  of any  possible  rescheduling  shall be
provided to Purchaser as soon as possible, and in any event before the confirmed
delivery dates contained in the acknowledged Order.
                  ii.  Seller  agrees to give  special  attention  and  frequent
follow-up on  acknowledged  Orders  designated as "rush," since these  represent
emergency requirements on the part of Purchaser.
                  iii.  Purchaser  or  Purchaser's  representative  will contact
Seller on all "rush" Orders to establish the earliest  delivery dates Seller can
meet. Seller agrees to give top priority to all "rush" Orders.
         d.       Shipping and Invoicing.
                  i. Seller and  Purchaser  will  mutually  agree upon  detailed
delivery  invoicing  instructions.  Since this  Agreement  and such delivery and
invoicing  instructions  will not be  furnished  with each Order,  Seller  shall
undertake all such actions as are reasonably  necessary or appropriate to ensure
that all of Seller's  personnel in charge of fulfilling  Purchaser's  Orders are
aware of such delivery and invoicing  instructions.  Seller shall be entitled to
have Products purchased by Seller hereunder  delivered directly from third-party
vendors.
                  ii. Unless  otherwise agreed between Seller and Purchaser with
respect to the fulfillment of an Order,  ownership,  legal title and all risk of
loss or damage with respect to Products  shipped from Seller's  facilities shall
pass to  Purchaser  at the time the  Products  are placed into  transit,  F.O.B.
Seller's place of shipment. 1.

<PAGE>


         e.       Payment.
                  i. Unless otherwise  agreed between  Purchaser and Seller with
respect to an Order,  Purchaser or Purchaser's  authorized  representative shall
render to Seller  any and all  payments  required  to be made with  respect to a
filled Order within thirty (30) days following  Seller's  notice to Purchaser of
all  charges  with  respect  to the  Order.  Payments  may  be  made  by  check,
electronically  by inter-bank or intra bank  transfer,  or (where  Purchaser and
Seller are affiliates) by inter-company transfer.
                  ii.  Seller  may from  time to time  advise  Purchaser  of any
deposit  required  to be made by  Purchaser  prior to or at the time of Seller's
acceptance of any Order.
                  iii. Unless otherwise agreed between  Purchaser and Seller, at
any time before,  during or after  termination of this  Agreement,  Seller shall
have the  absolute  right to set-off any and all amounts owed to it hereunder by
Purchaser, its subsidiaries and affiliates against any and all amounts then owed
by Seller to Purchaser. 4. Standard Terms and Conditions.
         a.       Modification and Assignment.
                  i. Any  modification  of this Agreement must be in writing and
signed by the authorized  representatives of both Purchaser and Seller.  Neither
this  Agreement,  nor any of the  rights or  interests  of  Purchaser  or Seller
hereunder  may be  assigned,  transferred  or  conveyed by  operation  of law or
otherwise  without the prior  written  consent of the other  party,  except to a
parent or subsidiary  thereof,  or an entity wholly controlled thereby, in which
event the party so  assigning  shall  remain  obligated  and liable to the other
party for the full and complete  performance  of this Agreement by the parent or
subsidiary or wholly controlled entity to which this Agreement is assigned.



         b.       Delays or Non-Delivery.
                  i. If after  acknowledgment of an Order, Seller finds that the
Products  cannot be delivered  within the time  specified  in the Order,  Seller
shall promptly  notify  Purchaser and advise  Purchaser of the revised  delivery
date.  Purchaser  shall then have the option of  terminating  the Order  without
obligation for payment or of accepting the revised delivery date.
                  ii. In the event of delays in delivery  due to a cause  beyond
Seller's reasonable control,  including acts of God, acts of Purchaser,  acts of
civil or military  authorities or  governmental  priorities,  strikes,  or other
labor  disturbances,  floods,  epidemics,  war, riot, delay in transportation or
transportation  problems,  the date of delivery  shall be extended  for a period
equal  to the  time  lost by  reason  of  such  occurrence,  provided,  however,
Purchaser may, at its option, cancel the acknowledged Order, and any appropriate
cancellation charges will be negotiated between the parties.
         c. Taxes.  In addition to any price  specified in any Order,  Purchaser
shall pay the  gross  amount  of any  present  or  future  sales,  use,  excise,
value-added,  or other similar tax, applicable to the purchase sale, or delivery
of any Product or its use by Purchaser,  unless  Purchaser has furnished  Seller
evidence of exemption acceptable to the taxing authorities.
         d.  Applicable Law. All aspects of any Order,  this Agreement,  and the
contract embodied herein including,  but not limited to, its essential validity,
formation,   content,  performance  or  nonperformance,   breach,  damages,  and
construction, shall be governed by the laws of the State of Tennessee.
         e. Entire  Agreement.  This Agreement  constitutes the entire Agreement
between the parties hereto and it may not be released,  discharged,  changed, or
modified   except  by  an  instrument  in  writing  signed  by  duly  authorized
representative of the parties.  Any  representation,  promise,  or condition not
contained  herein shall not be binding upon Seller nor Purchaser.  Acceptance of
this Agreement is expressly limited to the terms hereof and, in the event of any
conflict,  the terms and conditions of this Agreement shall take precedence over
any  terms or  conditions  appearing  in any  Order  placed  by or on  behalf of
Purchaser with Seller.
1.

<PAGE>



99088-1
9/17/97
                                  EXHIBIT 4.1C

[H:CBT\FINANCE\GFCGAAGRE.DOC]
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement by
authorized representatives as of the date first set forth above.
                                                          SELLER:

                                                          GOODY'S MS, L.P.

                                                       By:   TREBOR of TN, Inc.
                                                             General Partner


                                                       By:  /s/ Harry M. Call   
                                                            Harry M. Call
                                                            President


                                                          PURCHASER:

                                                          GFCTN, L.P.

                                                       By:   TREBOR of TN, Inc.
                                                             General Partner


                                                       By:  /s/ Harry M. Call   
                                                            Harry M. Call
                                                            President



<PAGE>


                                                          Exhibit - 4.1 C

                             MASTER SUPPLY AGREEMENT
                                  (GFCGA, L.P.)


         This MASTER SUPPLY  AGREEMENT  (this  "Agreement")  is made and entered
into this 20th day of May,  1998,  to be effective  as of May 20,  1998,  by and
between GOODY'S MS, L.P., a Tennessee limited partnership  ("Seller") and GFCGA,
L.P., a Tennessee limited partnership ("Purchaser").
         WHEREAS,  Purchaser  shall operate one or more Goody's Family  Clothing
retail locations, and in connection therewith,  Purchaser desires to purchase on
a continuing  basis, and Seller desires to sell on a continuing  basis,  various
items of inventory to be offered for sale in such locations,  as well as various
supplies and other products (hereinafter, collectively, the "Products") that may
be used in  connection  with such retail  operations,  all as may be selected by
Purchaser and communicated to Seller from time to time; and
         WHEREAS, to avoid repetitive negotiations,  the parties desire to enter
into this Agreement  establishing  the terms and conditions of purchase and sale
which will be applicable to the Products.
         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties hereby agree as follows:
4.       Scope of Agreement.
         a. Unless  otherwise  agreed in writing by both  parties  hereto,  this
Agreement shall apply to all purchase  orders,  electronic  communications,  and
other  purchase  documents or  communications  (hereinafter,  collectively,  the
"Orders")  relating to the purchase of Products  which may be placed with Seller
by or on behalf of Purchaser on and after the effective date of this  Agreement.
The terms and conditions of this Agreement shall apply to any Order,  whether or
not this Agreement or its terms and conditions are expressly  referred to in the
Order. 1.

<PAGE>




                                                        109

         b.  Unless  otherwise  agreed in writing by both  parties  hereto  with
respect to a specific purchase  transaction,  no inconsistent or additional term
or condition in any Order shall be applicable to a transaction  within the scope
of this  Agreement.  Both parties hereto  specifically  agree that any terms and
conditions on any of their  purchase or sale  documents or other  communications
utilized  as  Orders  hereunder  which  are in any way  inconsistent  with  this
Agreement shall not be applicable, and the terms of this Agreement shall govern.
5.       Duration and Termination.
         a. Unless earlier  terminated  according to the provisions of paragraph
2.b below,  this Agreement  shall be in force and effect for a period of one (1)
year  from the  effective  date of this  Agreement  set forth  above,  and shall
thereafter be automatically renewed for successive terms of one (1) year each.
         b. Either party hereto may terminate  this  Agreement  upon thirty (30)
days advance  written  notice to the other party of such  election to terminate;
provided,  however, that the parties hereto may agree in writing to a shorter or
longer notice period.
         c. The  termination  of this  Agreement will not affect any Order which
has been communicated and acknowledged prior to the date of termination.
6.       General Terms and Conditions.
         a.       Orders:
                  i.  Orders  will   generally   be  limited  to  the   Products
constituting the saleable inventory, or otherwise utilized in the operations, of
Goody's Family Clothing retail  locations.  Orders may,  however,  be issued for
products  handled  by  Seller  which are not so  utilized.  In such  event,  the
presumption will be that the terms and conditions of this Agreement apply to any
such Order unless Seller shall notify  Purchaser of its objection to having such
product covered under this Agreement.
                  ii.  Orders  may be made in any form,  including  typewritten,
telephonic, electronic and telex. An Order may be unpriced or pre-priced.
1.

<PAGE>


                  iii.  Purchaser  shall be entitled to engage one or more other
parties to place Orders with Seller on Purchaser's  behalf;  provided,  however,
that Seller shall not fulfill any Order placed by any party other than Purchaser
unless Purchaser has previously  communicated written authorization to Seller to
accept Orders from such party. In such event, Purchaser shall remain responsible
for payment of any such Order.
                  iv.  Purchaser  shall be entitled to establish  dollar  limits
above which individual  unpriced Orders are not to be accepted by Seller without
specific approval by a designated  officer or representative of Purchaser.  Such
dollar limits shall be set forth in a writing signed by both parties hereto.  In
such event,  when an unpriced Order exceeds the  established  dollar limit,  not
including  freight,  Seller shall return the Order to Purchaser  properly priced
within ten (10) days, with an estimated delivery date. Purchaser shall then have
the option of either  accepting or rejecting  the prices and delivery  dates set
forth by Seller.
                  v. Pre-priced  Orders,  and unpriced Orders whose amount falls
below any limit that may be  established  pursuant  to the  preceding  paragraph
2.b.iv,  shall be  considered  as Orders by Seller,  and Seller may accept  such
Orders and fulfill the same without any further approvals of Purchaser.
         b.       Acknowledgments:
                  i.  Within  ten (10) days  following  Seller's  receipt of any
Order  placed by or on behalf  of  Purchaser,  Seller  shall  respond  either by
accepting  such Order as submitted  (subject to the above  provisions  regarding
pricing) or by notifying Purchaser or Purchaser's  authorized  representative of
proposed   modifications.   When  an   acknowledgment   contains   additions  or
modifications to the Order,  the  acknowledged  Order shall not become effective
until  Seller  is  notified  electronically  or in  writing  by or on  behalf of
Purchaser that the proposed additions or modifications are acceptable. 1.

<PAGE>


                  ii. Seller agrees to make every reasonable  effort to meet the
delivery dates specified on any Order. Each Order  acknowledgment  shall contain
either Seller's  confirmation of the delivery dates as requested by or on behalf
of Purchaser, or Seller's own estimated delivery dates.
         c.       Follow-Up.
                  i.  Seller   agrees  to  provide   follow-up   with   Seller's
distribution facility or its third-party suppliers on each acknowledged Order to
ensure that the delivery  dates given are met, or that  Purchaser is notified of
any  rescheduling.  Such  notification  of any  possible  rescheduling  shall be
provided to Purchaser as soon as possible, and in any event before the confirmed
delivery dates contained in the acknowledged Order.
                  ii.  Seller  agrees to give  special  attention  and  frequent
follow-up on  acknowledged  Orders  designated as "rush," since these  represent
emergency requirements on the part of Purchaser.
                  iii.  Purchaser  or  Purchaser's  representative  will contact
Seller on all "rush" Orders to establish the earliest  delivery dates Seller can
meet. Seller agrees to give top priority to all "rush" Orders.
         d.       Shipping and Invoicing.
                  i. Seller and  Purchaser  will  mutually  agree upon  detailed
delivery  invoicing  instructions.  Since this  Agreement  and such delivery and
invoicing  instructions  will not be  furnished  with each Order,  Seller  shall
undertake all such actions as are reasonably  necessary or appropriate to ensure
that all of Seller's  personnel in charge of fulfilling  Purchaser's  Orders are
aware of such delivery and invoicing  instructions.  Seller shall be entitled to
have Products purchased by Seller hereunder  delivered directly from third-party
vendors.
                  ii. Unless  otherwise agreed between Seller and Purchaser with
respect to the fulfillment of an Order,  ownership,  legal title and all risk of
loss or damage with respect to Products  shipped from Seller's  facilities shall
pass to  Purchaser  at the time the  Products  are placed into  transit,  F.O.B.
Seller's place of shipment. 1.

<PAGE>


         e.       Payment.
                  i. Unless otherwise  agreed between  Purchaser and Seller with
respect to an Order,  Purchaser or Purchaser's  authorized  representative shall
render to Seller  any and all  payments  required  to be made with  respect to a
filled Order within thirty (30) days following  Seller's  notice to Purchaser of
all  charges  with  respect  to the  Order.  Payments  may  be  made  by  check,
electronically  by inter-bank or intra bank  transfer,  or (where  Purchaser and
Seller are affiliates) by inter-company transfer.
                  ii.  Seller  may from  time to time  advise  Purchaser  of any
deposit  required  to be made by  Purchaser  prior to or at the time of Seller's
acceptance of any Order.
                  iii. Unless otherwise agreed between  Purchaser and Seller, at
any time before,  during or after  termination of this  Agreement,  Seller shall
have the  absolute  right to set-off any and all amounts owed to it hereunder by
Purchaser, its subsidiaries and affiliates against any and all amounts then owed
by Seller to Purchaser. 4. Standard Terms and Conditions.
         a.       Modification and Assignment.
                  i. Any  modification  of this Agreement must be in writing and
signed by the authorized  representatives of both Purchaser and Seller.  Neither
this  Agreement,  nor any of the  rights or  interests  of  Purchaser  or Seller
hereunder  may be  assigned,  transferred  or  conveyed by  operation  of law or
otherwise  without the prior  written  consent of the other  party,  except to a
parent or subsidiary  thereof,  or an entity wholly controlled thereby, in which
event the party so  assigning  shall  remain  obligated  and liable to the other
party for the full and complete  performance  of this Agreement by the parent or
subsidiary or wholly controlled entity to which this Agreement is assigned.



                                                         5
         b.       Delays or Non-Delivery.
                  i. If after  acknowledgment of an Order, Seller finds that the
Products  cannot be delivered  within the time  specified  in the Order,  Seller
shall promptly  notify  Purchaser and advise  Purchaser of the revised  delivery
date.  Purchaser  shall then have the option of  terminating  the Order  without
obligation for payment or of accepting the revised delivery date.
                  ii. In the event of delays in delivery  due to a cause  beyond
Seller's reasonable control,  including acts of God, acts of Purchaser,  acts of
civil or military  authorities or  governmental  priorities,  strikes,  or other
labor  disturbances,  floods,  epidemics,  war, riot, delay in transportation or
transportation  problems,  the date of delivery  shall be extended  for a period
equal  to the  time  lost by  reason  of  such  occurrence,  provided,  however,
Purchaser may, at its option, cancel the acknowledged Order, and any appropriate
cancellation charges will be negotiated between the parties.
         c. Taxes.  In addition to any price  specified in any Order,  Purchaser
shall pay the  gross  amount  of any  present  or  future  sales,  use,  excise,
value-added,  or other similar tax, applicable to the purchase sale, or delivery
of any Product or its use by Purchaser,  unless  Purchaser has furnished  Seller
evidence of exemption acceptable to the taxing authorities.
         d.  Applicable Law. All aspects of any Order,  this Agreement,  and the
contract embodied herein including,  but not limited to, its essential validity,
formation,   content,  performance  or  nonperformance,   breach,  damages,  and
construction, shall be governed by the laws of the State of Tennessee.
         e. Entire  Agreement.  This Agreement  constitutes the entire Agreement
between the parties hereto and it may not be released,  discharged,  changed, or
modified   except  by  an  instrument  in  writing  signed  by  duly  authorized
representative of the parties.  Any  representation,  promise,  or condition not
contained  herein shall not be binding upon Seller nor Purchaser.  Acceptance of
this Agreement is expressly limited to the terms hereof and, in the event of any
conflict,  the terms and conditions of this Agreement shall take precedence over
any  terms or  conditions  appearing  in any  Order  placed  by or on  behalf of
Purchaser with Seller.
1.

<PAGE>



106158-3
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement by
authorized representatives as of the date first set forth above.
                                                          SELLER:

                                                          GOODY'S MS, L.P.

                                                      By:   TREBOR of TN, Inc.
                                                            General Partner


                                                        By:  /s/ Harry M. Call 
                                                              Harry M. Call
                                                              President


                                                          PURCHASER:

                                                          GFCGA, L.P.

                                                      By:   TREBOR of TN, Inc.
                                                            General Partner


                                                      By:  /s/ Harry M. Call   
                                                            Harry M. Call
                                                            President



<PAGE>


                                                         Exhibit - 4.1 D

                          MANAGEMENT SERVICE AGREEMENT


         THIS MANAGEMENT  SERVICE AGREEMENT  ("Agreement"),  is made and entered
into  this  20th day of May,  1998,  to be  effective  as of May 20,  1998  (the
"Effective Date") between GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation
("GFC"), and GFCTN, L.P. a Tennessee limited partnership ("Customer").

                                    RECITALS

         A. GFC owns and manages several retail clothing stores  (individually a
"Non-Store Location" and collectively,  "Non-Store Locations") in several states
under the tradename Goody's.

         B.  Customer   plans  to  own  and  operate  retail   clothing   stores
(individually a "Store" and collectively,  the "Stores") in the state of Georgia
under the tradename Goody's.

         C.  The  purpose  of this  Agreement  is to set  forth  the  terms  and
conditions whereunder GFC shall provide Customer and Customer shall procure from
GFC certain management, accounting and administrative services.

         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, GFC and Customer hereby agree as follows:

1.  Appointment and  Acceptance.  The Customer hereby appoints GFC to provide to
    Customer certain  management,  accounting and administrative  services.  GFC
    hereby accepts such appointment and agrees to provide management, accounting
    and administrative services to Customer in accordance with the terms of this
    Agreement.

2.   The Term.

     (a) Unless earlier terminated  according to the provisions of paragraph (b)
         below,  this Agreement shall be in force and effect for a period of one
         (1) year from the Effective Date and shall  thereafter be automatically
         renewed  for  successive  terms of one (1) year each (such one (1) year
         period and any renewals thereof shall be referred to as the "Term").

     (b) Either party hereto may terminate  this Agreement upon thirty (30) days
         advance  written  notice  to  the  other  party  of  such  election  to
         terminate;  provided,  however,  that the  parties  hereto may agree in
         writing to a shorter or longer notice period.

3.   Duties, Powers and Limitations of GFC.

     3.1  Duties of GFC.  GFC shall  manage the business and affairs of Customer
          in  a  manner  consistent  with  GFC's  management  of  the  Non-Store
          Locations. Such duties may include the following:

          a.   General. GFC shall control the day-to-day conduct of the business
               activities of Customer relating to matters concerning  marketing,
               personnel,   banking,   credit  policies,   billing   procedures,
               collection  matters and procurement in connection with Customer's
               operations,  and  such  other  matters  as  may be  necessary  or
               appropriate in connection with  day-to-day  conduct of Customer's
               operations.

          b.   Inventory.  GFC  shall  procure  and  maintain  supplies  used in
               connection with the operations of the Stores.

          c.   Financial Reporting.  GFC shall prepare and forward Customer,  on
               an annual,  quarterly and monthly basis,  financial statements of
               Customer;  GFC shall likewise  furnish to the Customer such other
               related financial  information and reports concerning the conduct
               of the  business  and  affairs of Customer  as the  Customer  may
               reasonably request.

          d.   Audit.  GFC shall  maintain  the books and  records of the assets
               owned by Customer  and the  Stores.  At any time during the Term,
               Customer  shall have the right,  upon ten (10) days prior notice,
               at  Customer's  expense,  to audit the books and  records  of GFC
               relative solely to the Stores and only for the period of the Term
               of this Agreement.

          e.   Compliance  with Laws.  GFC shall make good faith and  reasonable
               efforts to comply with all applicable statutes, ordinances, rules
               and regulations of federal,  state and local governmental  bodies
               having  jurisdiction  over the  Stores,  including  the filing of
               periodic reports and other governmental forms.


     3.2  Powers of GFC. GFC, at Customer's  expense,  is hereby  authorized and
          empowered,  in the name and on  behalf  of the  Customer  and  without
          further  authorization  from the  Customer,  to provide the  following
          services:

         a.  Policy Implementation.  GFC shall have sole discretion to establish
             all  policies   applicable  to  the  Stores,   including,   without
             limitation,  purchasing,  pricing,  design and decor,  maintenance,
             employment policies and benefits,  standards of operation,  quality
             of  service,   marketing  and  promotional   activities,   banking,
             accounting,  financial controls and any other matters affecting the
             operation of the Stores.

     b. Personnel. GFC shall have the right to hire, supervise,  direct the work
of, promote,  discharge and determine the compensation and other benefits of all
personnel  working in or for the Stores.  GFC may incur reasonable and customary
employment  agency fees and employee  relocation  expenses for  employees of the
Stores.  GFC shall  employ  and pay for GFC's own  account,  the wages and other
compensation of certain  management  personnel to assist with the operations and
management  at the  Stores.  GFC shall  have the right to invoice  Customer  and
Customer shall have the  obligation to reimburse GFC for all  reasonable  travel
and lodging  expenses  incurred by GFC  employees  while they are  traveling  on
behalf of the Customer.
        c.   Permits and Licenses. GFC, shall have the right to obtain, maintain
             and review all  licenses  and permits  that may be required for the
             operation of the Stores.

        d.   Contracts.  GFC,  as the  administrative  manger for the  Customer,
             shall have the authority to enter into  concessionaire,  inventory,
             product  service and other  contracts or agreements as are in GFC's
             reasonable,  professional  judgment  necessary  for the  operation,
             supply and maintenance of the Stores.

        e.   Alterations.   GFC  shall  have  the  right  to  make  alterations,
             additions or  improvements  to the Stores as it deems  necessary or
             required.  The Customer shall bear all responsibility for the costs
             of such alterations, additions or improvements.

        f.   Professional   Service.  GFC  may,  at  Customer's  expense,   hire
             independent contractors to provide such legal, accounting and other
             professional  or  technical   services  as  GFC  reasonably   deems
             advisable  for the  management,  operation and  maintenance  of the
             Stores.  During the Term of this  Agreement,  GFC's corporate staff
             may be periodically  provided to the Customer at Customer's expense
             (including, but not limited to, out-of-pocket expenses).

        g.   Accounting. GFC may maintain books and records of accounts relating
             to the  operation  and  management  of the  Stores.  The  books and
             records for the Stores shall be kept  substantially  in  accordance
             with the system currently  utilized by GFC or hereafter modified by
             GFC.

        h.   Insurance.  GFC  shall  have the  right to  purchase  and  maintain
             insurance  coverages covering such risks in amounts for the benefit
             of GFC and Customer,  as their interests  appear, as GFC determines
             are necessary or appropriate.

        i.   Financial.  GFC shall  have the  right,  to open and close all bank
             accounts,  reconcile all accounts of Customer and prepare  monthly,
             quarterly and annual financial statements of Customer.

        j.   Miscellaneous  Filing.  GFC  shall  have  the  right  to make  tax,
             regulatory  and other  filings  relative to Customer or  Customer's
             Stores and to render  periodic  and other  reports to  governmental
             agencies having  jurisdiction over the Stores and the assets of the
             Stores.

        k.   Conveyances.  GFC shall have the right to buy,  lease,  sell,  use,
             invest,  mortgage,  encumber or otherwise acquire or dispose of, in
             the ordinary course of business, assets of Customer.

        l.   Claims.  GFC shall have the right to conduct  litigation  and incur
             legal  expenses  and to  otherwise  settle  claims or  disputes  of
             Customer or related in any way to the Stores.

        m.   Store Adjustments.  At any time during the Term,  Customer may open
             or operate or add a new Store or otherwise close an existing Store.
             In such  event,  such new  store  shall  then be  referred  to as a
             "Store" and if a Store is closed,  GFC and  Customer may cease such
             Store's rights and obligations of this Agreement.  GFC and Customer
             shall  acknowledge  that the  respective  rights,  obligations  and
             duties  described in this  Agreement  shall fully apply to any such
             new Store.

     3.3  Limitation  on  GFC's  Powers.  Notwithstanding  Sections  3.1 and 3.2
          above, without the prior written authority of Customer,  GFC shall not
          have the authority or take any action to cause  Customer to: (a) sell,
          lease or otherwise  dispose of all or substantially all of its assets;
          (b) borrow money,  assume,  guarantee or otherwise  cause  Customer to
          become  liable  for  indebtedness,  other than  indebtedness  to trade
          conditions  in  the  ordinary   course  of  Customer's   business  and
          indebtedness;  or (c) take any other extraordinary corporate action as
          a result of GFC's actions related to this Agreement.

     3.4  GFC's Application of Powers and Duties.  GFC will not have any duty or
          responsibility  to provide  services or to take or refrain from taking
          any actions except as provided in this Agreement.

4.   Duties of Customer. During the Term of this Agreement,  Customer shall have
     the following duties and obligations:

     (a)  Books and  Records.  Customer  shall  maintain  appropriate  books and
records and provide such  documentation  to GFC as necessary  and proper for the
service of the business being provided for  hereunder.  Customer  agrees to make
available to GFC the following information: (i) all invoices, statements, bills,
checks,  purchase  orders,  cash register tapes,  receipts and other evidence or
indicia of expenses  for the  purchase  and income from the sale of goods at the
Stores; (ii) all other business records acquired,  received or maintained at the
Stores  which  are   reasonably   requested  by  GFC;  and  (iii)  all  notices,
correspondence or communications  between Customer and any party or governmental
agency having  jurisdiction  and/or  rights over the business  operations of the
Customer or the Stores.
         (b)  Compliance  with Laws.  The Customer shall operate the business in
              such manner as to comply with all laws,  statutes,  ordinances and
              governmental rules and regulations  applicable to the operation of
              the  business  and  Customer  shall  comply with  health,  safety,
              licensing  and  zoning  requirements  applicable  to the  business
              operations at the Stores.

         (c)  Debts and Liabilities.  All expenses, debts, obligations and other
              liabilities  arising in  connection  with the Stores  shall be the
              sole responsibility of the Customer.

         (d)  Conduct.  Customer  shall conduct  itself and the operation of the
              Stores with due regard to trade and business ethics, and shall not
              engage in or knowingly  permit any acts or  practices  which would
              disparage or tend to disparage the Stores or the goodwill thereof.

5.   Management Fee and Maintenance  Expenses.  In consideration of the services
     rendered  by  GFC to  Customer  hereunder,  Customer  agrees  to pay  GFC a
     management fee and other expenses as follows:

    (a) Management Fee. As  consideration  of the services to be provided by GFC
        to Customer,  Customer shall pay GFC a management fee during the Term of
        this  Agreement:  FIVE AND ONE-HALF  PERCENT  (5.50%) of Licensee's  net
        sales from or at the Stores (the "Management  Fee"). This Management Fee
        shall be due and payable in arrears on the thirtieth (30th) calendar day
        of each  calendar  month during the Term,  beginning , 1998.  Fractional
        months at the beginning or end of the Term hereof shall be appropriately
        prorated.

        The  Management Fee shall be  subsequently  adjusted if there is: (i) an
        increase in the Stores to be serviced  by GFC by the  Agreement;  (ii) a
        change in the services to be provided by GFC to  Customer;  or (iii) any
        accounting  adjustments  made by GFC to reflect  GFC's  costs  incurred,
        without a  mark-up,  to provide  the  services  referenced  in Section 3
        hereof to Customer.

    (b) Expenses.  Customer shall reimburse GFC on the thirtieth (30th) calendar
        day of each month for all expenses incurred by GFC on behalf of Customer
        (the "Maintenance  Expenses") during the immediately  preceding month in
        connection  with  the  management  services  being  provided  by GFC for
        Customer,  including,  but not  limited  to, all  purchases  of product,
        supplies,  equipment  and  other  items  expressed  or  implied  in  the
        Agreement.

    (c) Payment of the Management Fee and  Maintenance  Expense.  The Management
        Fee  and  Maintenance  Expense  shall  be paid in the  time  and  manner
        described in Sections  5.(a) and (b) above at GFC's  offices  located at
        400  Goody's  Lane,  Knoxville  Tennessee  37922,  or at any other place
        reasonably designated by GFC. Unless otherwise directed by GFC, Customer
        shall render payment of the Management Fee and the Maintenance  Expenses
        by check, electronically by inter-bank or intra-bank transfer, or (where
        GFC and Customer are affiliates) by inter-company transfer.



6.   Default.

     (a) If GFC or  Customer  fails to  observe or perform  any  material  term,
         covenant or condition  under this Agreement and such failure  continues
         for a period of ten (10) days  after  notice  thereof is given to it by
         the other, the other may terminate this Agreement by written notice. If
         such  failure is of such a nature that it cannot with due  diligence be
         cured within a period of ten (10) days,  then such failure shall not be
         deemed to continue if the failing party proceeds  promptly and with due
         diligence  to cure the  failure  and  diligently  completes  the curing
         thereof.

     (b) GFC or Customer may terminate this Agreement by notice to the other if:
         (i) the  other  ceases to carry on its  business,  (ii) a  receiver  or
         similar officer is appointed for the other and is not discharged within
         thirty (30) days, (iii) the other becomes insolvent,  admits in writing
         its inability to pay its debts as they mature, is adjudicated  bankrupt
         or makes an  assignment  for the  benefit of its  creditors  or another
         arrangement of similar import; or (iv) proceedings under any bankruptcy
         or  insolvency  law are  commenced  by or against the other and are not
         dismissed within thirty (30) days.

     (c) In the event of termination of this Agreement, the Customer will remain
         liable to GFC,  and GFC will  remain  liable to the  Customer,  for any
         amounts  and  obligations  owing to or  accrued  in favor of GFC or the
         Customer,  as the case  may be,  prior  to the  effective  date of such
         termination.

7.   Limitations on Liability and Indemnification.

     (a) Limitations on Liability.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN
         THIS AGREEMENT,  GFC WILL NOT BE LIABLE TO THE CUSTOMER FOR ANY LOSS OR
         DAMAGE OF ANY NATURE  INCURRED OR  SUFFERED BY THE  CUSTOMER IN ANY WAY
         RELATING  TO OR ARISING  OUT OF THE ACT OR DEFAULT OF GFC OR ANY OF ITS
         EMPLOYEES OR AGENTS IN THE PERFORMANCE OR THE  NON-PERFORMANCE  OF THIS
         AGREEMENT  OR ANY PART  HEREOF,  EXCEPT LOSS OR DAMAGE TO THE  CUSTOMER
         CAUSED BY GFC 'S GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT  UNDER THIS
         AGREEMENT TO THE EXTENT TO WHICH THE SAME IS NOT COVERED BY  INSURANCE.
         IN NO EVENT  WILL GFC BE  LIABLE  FOR THE  CUSTOMER'S  LOSS OF  PROFITS
         AND/OR  OTHER  CONSEQUENTIAL  LOSS OR DAMAGE NOR WILL GFC BE IN ANY WAY
         LIABLE FOR ANY ACT, DEFAULT OR NEGLIGENCE, WILLFUL OR OTHERWISE, OF ANY
         INDEPENDENT  CONTRACTOR  EMPLOYED FOR THE PURPOSE OF PROVIDING SERVICES
         TO THE CUSTOMER.

     (b) Indemnification. Except as otherwise set forth in the first sentence of
         Section 7.(a) hereof, GFC will not be liable for, and the Customer will
         indemnify  and  save  and  hold  GFC,  and  its  officers,   directors,
         shareholders  and  employees,  harmless  from and against,  any and all
         damages,  liabilities,  losses, claims,  actions,  suits,  proceedings,
         fees,  costs or expenses  (including,  but not  limited to,  reasonable
         attorneys'  fees and other  costs and  expenses  incident  to any suit,
         proceeding or investigation of any claim) of whatsoever kind and nature
         imposed on,  incurred by or asserted  against GFC at any time during or
         after the Term of this Agreement (whether because of an act or omission
         by GFC or otherwise  unless such act or omission is  determined to be a
         result of the gross  negligence  or willful  misconduct of GFC ) in any
         way relating to or arising out of the  performance by GFC of its duties
         hereunder.

     (c) Judgments in Good Faith. Notwithstanding any other provisions contained
         herein to the contrary,  in no event shall  Customer,  or any director,
         officer, employee or shareholder of Customer make any claim against GFC
         (or GFC  directors,  officers or  employees)  on account of any alleged
         errors of judgment made in good faith in connection with the conduct of
         GFC's   operations   hereunder,   nor  shall  Customer  object  to  any
         expenditure  made by GFC in good faith in the course of its  management
         of Customer's  operations or in the settlement of any claim arising out
         of the conduct of GFC's operations.

8.   Notices.

    (a)  Notice Addresses. Written communications between GFC and Customer shall
         be sent to their respective  addresses  (hereafter,  "Notice Address"),
         provided  that GFC or Customer may change its Notice  Address by giving
         written notice of such change to the other party at least ten (10) days
         in advance. The Notice Address shall be as follows:

         If to GFC:                 Goody's Family Clothing, Inc.
                                    400 Goody's Lane
                                    Knoxville, Tennessee  37922
                                    Attn:  Chief Financial Officer


         If to Customer:   GFCTN, L.P..
                                    400 Goody's Lane
                                    Knoxville, Tennessee 37922
                                    Attn:  President

    (b)  Notices. Wherever this Agreement provides for notice, such notice shall
         be in writing and shall be delivered to a party at its Notice  Address,
         either by hand  delivery  or by United  States  mail,  certified,  with
         return receipt requested,  by a nationally recognized overnight courier
         service,  or telexed or telecopied.  A  hand-delivered  notice shall be
         effective  on the date of receipt by the party  being  served  with the
         notice.  A mailed  notice shall be effective on the earlier of: (i) the
         date of receipt or refusal of receipt;  or (ii) five (5) days after the
         date of mailing.

9.   General Provisions.

     (a) The term  "Agreement"  as used herein,  includes the Schedule  attached
         hereto,  as well as any future  written  amendments,  modifications  or
         supplements hereto. The provisions of this Agreement may not be waived,
         altered,  amended,  or repealed,  in whole or in part,  except with the
         written consent of all parties to this Agreement.

     (b) The obligations of any party hereunder shall be suspended to the extent
         that such party is  hindered  or  suspended  from  complying  therewith
         because of strikes and other labor  disputes,  fire and other casualty,
         and force majeure or any other cause beyond such party's control.

     (c) GFC shall have the absolute  right to assign,  convey,  or license this
         Agreement at any time. This Agreement is personal to Customer and shall
         not be  assigned  or  otherwise  transferred  by it  without  the prior
         written  consent of GFC.  Subject to the foregoing this Agreement shall
         be binding on, and shall  inure to the  benefit of, the  parities to it
         and their respective successors, and assigns.

     (d) It is intended that each section of this  Agreement  shall be viewed as
         separate and divisible,  and in the event that any section shall beheld
         to be invalid,  the  remaining  sections  shall  continue to be in full
         force and effect.

     (e) The  provisions of this  Agreement  relating to the  determination  and
         payment  of  Management  Fee and  Maintenance  Expenses  hereunder  are
         included  solely for the purpose of providing a method whereby the said
         Management   Fee  and   Maintenance   Expenses   can  be  measured  and
         ascertained.   GFC  and  Customer  shall  not  be  construed  as  joint
         ventureres  or partners of each other and neither  shall have the power
         to bind or obligate the other except as set forth in this Agreement.

     (f) This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of Tennessee.

     (g) This  Agreement  may be executed in one or more  counterparts,  each of
         which  shall be deemed an  original,  but all of which  together  shall
         constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the date first shown above.


GFCTN, L.P.                                     Goody's Family Clothing, Inc.


By:      Trebor of TN, Inc.
         General Partner

By:       /s/ Regis J. Hebbeler               By:  /s/ Harry M. Call
Its:      Vice President                      Its: President
                                     





<PAGE>


                                                       Exhibit - 4.1 D

                          MANAGEMENT SERVICE AGREEMENT


         THIS MANAGEMENT  SERVICE AGREEMENT  ("Agreement"),  is made and entered
into  this  20th day of May,  1998,  to be  effective  as of May 20,  1998  (the
"Effective Date") between GOODY'S FAMILY CLOTHING, INC., a Tennessee corporation
("GFC"), and GFCGA, L.P. a Tennessee limited partnership ("Customer").

                                    RECITALS

         A. GFC owns and manages several retail clothing stores  (individually a
"Non-Store Location" and collectively,  "Non-Store Locations") in several states
under the tradename Goody's.

         B.  Customer   plans  to  own  and  operate  retail   clothing   stores
(individually a "Store" and collectively,  the "Stores") in the state of Georgia
under the tradename Goody's.

         C.  The  purpose  of this  Agreement  is to set  forth  the  terms  and
conditions whereunder GFC shall provide Customer and Customer shall procure from
GFC certain management, accounting and administrative services.

         NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, GFC and Customer hereby agree as follows:

1.  Appointment and  Acceptance.  The Customer hereby appoints GFC to provide to
    Customer certain  management,  accounting and administrative  services.  GFC
    hereby accepts such appointment and agrees to provide management, accounting
    and administrative services to Customer in accordance with the terms of this
    Agreement.

2.   The Term.

     (a) Unless earlier terminated  according to the provisions of paragraph (b)
         below,  this Agreement shall be in force and effect for a period of one
         (1) year from the Effective Date and shall  thereafter be automatically
         renewed  for  successive  terms of one (1) year each (such one (1) year
         period and any renewals thereof shall be referred to as the "Term").

     (b) Either party hereto may terminate  this Agreement upon thirty (30) days
         advance  written  notice  to  the  other  party  of  such  election  to
         terminate;  provided,  however,  that the  parties  hereto may agree in
         writing to a shorter or longer notice period.

3.   Duties, Powers and Limitations of GFC.

     3.1  Duties of GFC.  GFC shall  manage the business and affairs of Customer
          in  a  manner  consistent  with  GFC's  management  of  the  Non-Store
          Locations. Such duties may include the following:

          a.   General. GFC shall control the day-to-day conduct of the business
               activities of Customer relating to matters concerning  marketing,
               personnel,   banking,   credit  policies,   billing   procedures,
               collection  matters and procurement in connection with Customer's
               operations,  and  such  other  matters  as  may be  necessary  or
               appropriate in connection with  day-to-day  conduct of Customer's
               operations.

          b.   Inventory.  GFC  shall  procure  and  maintain  supplies  used in
               connection with the operations of the Stores.

          c.   Financial Reporting.  GFC shall prepare and forward Customer,  on
               an annual,  quarterly and monthly basis,  financial statements of
               Customer;  GFC shall likewise  furnish to the Customer such other
               related financial  information and reports concerning the conduct
               of the  business  and  affairs of Customer  as the  Customer  may
               reasonably request.

          d.   Audit.  GFC shall  maintain  the books and  records of the assets
               owned by Customer  and the  Stores.  At any time during the Term,
               Customer  shall have the right,  upon ten (10) days prior notice,
               at  Customer's  expense,  to audit the books and  records  of GFC
               relative solely to the Stores and only for the period of the Term
               of this Agreement.

          e.   Compliance  with Laws.  GFC shall make good faith and  reasonable
               efforts to comply with all applicable statutes, ordinances, rules
               and regulations of federal,  state and local governmental  bodies
               having  jurisdiction  over the  Stores,  including  the filing of
               periodic reports and other governmental forms.


     3.2  Powers of GFC. GFC, at Customer's  expense,  is hereby  authorized and
          empowered,  in the name and on  behalf  of the  Customer  and  without
          further  authorization  from the  Customer,  to provide the  following
          services:

         a.  Policy Implementation.  GFC shall have sole discretion to establish
             all  policies   applicable  to  the  Stores,   including,   without
             limitation,  purchasing,  pricing,  design and decor,  maintenance,
             employment policies and benefits,  standards of operation,  quality
             of  service,   marketing  and  promotional   activities,   banking,
             accounting,  financial controls and any other matters affecting the
             operation of the Stores.

     b. Personnel. GFC shall have the right to hire, supervise,  direct the work
of, promote,  discharge and determine the compensation and other benefits of all
personnel  working in or for the Stores.  GFC may incur reasonable and customary
employment  agency fees and employee  relocation  expenses for  employees of the
Stores.  GFC shall  employ  and pay for GFC's own  account,  the wages and other
compensation of certain  management  personnel to assist with the operations and
management  at the  Stores.  GFC shall  have the right to invoice  Customer  and
Customer shall have the  obligation to reimburse GFC for all  reasonable  travel
and lodging  expenses  incurred by GFC  employees  while they are  traveling  on
behalf of the Customer.

        c.   Permits and Licenses. GFC, shall have the right to obtain, maintain
             and review all  licenses  and permits  that may be required for the
             operation of the Stores.

        d.   Contracts.  GFC,  as the  administrative  manger for the  Customer,
             shall have the authority to enter into  concessionaire,  inventory,
             product  service and other  contracts or agreements as are in GFC's
             reasonable,  professional  judgment  necessary  for the  operation,
             supply and maintenance of the Stores.

        e.   Alterations.   GFC  shall  have  the  right  to  make  alterations,
             additions or  improvements  to the Stores as it deems  necessary or
             required.  The Customer shall bear all responsibility for the costs
             of such alterations, additions or improvements.

        f.   Professional   Service.  GFC  may,  at  Customer's  expense,   hire
             independent contractors to provide such legal, accounting and other
             professional  or  technical   services  as  GFC  reasonably   deems
             advisable  for the  management,  operation and  maintenance  of the
             Stores.  During the Term of this  Agreement,  GFC's corporate staff
             may be periodically  provided to the Customer at Customer's expense
             (including, but not limited to, out-of-pocket expenses).

        g.   Accounting. GFC may maintain books and records of accounts relating
             to the  operation  and  management  of the  Stores.  The  books and
             records for the Stores shall be kept  substantially  in  accordance
             with the system currently  utilized by GFC or hereafter modified by
             GFC.

        h.   Insurance.  GFC  shall  have the  right to  purchase  and  maintain
             insurance  coverages covering such risks in amounts for the benefit
             of GFC and Customer,  as their interests  appear, as GFC determines
             are necessary or appropriate.

        i.   Financial.  GFC shall  have the  right,  to open and close all bank
             accounts,  reconcile all accounts of Customer and prepare  monthly,
             quarterly and annual financial statements of Customer.

        j.   Miscellaneous  Filing.  GFC  shall  have  the  right  to make  tax,
             regulatory  and other  filings  relative to Customer or  Customer's
             Stores and to render  periodic  and other  reports to  governmental
             agencies having  jurisdiction over the Stores and the assets of the
             Stores.

        k.   Conveyances.  GFC shall have the right to buy,  lease,  sell,  use,
             invest,  mortgage,  encumber or otherwise acquire or dispose of, in
             the ordinary course of business, assets of Customer.

        l.   Claims.  GFC shall have the right to conduct  litigation  and incur
             legal  expenses  and to  otherwise  settle  claims or  disputes  of
             Customer or related in any way to the Stores.

        m.   Store Adjustments.  At any time during the Term,  Customer may open
             or operate or add a new Store or otherwise close an existing Store.
             In such  event,  such new  store  shall  then be  referred  to as a
             "Store" and if a Store is closed,  GFC and  Customer may cease such
             Store's rights and obligations of this Agreement.  GFC and Customer
             shall  acknowledge  that the  respective  rights,  obligations  and
             duties  described in this  Agreement  shall fully apply to any such
             new Store.

     3.3  Limitation  on  GFC's  Powers.  Notwithstanding  Sections  3.1 and 3.2
          above, without the prior written authority of Customer,  GFC shall not
          have the authority or take any action to cause  Customer to: (a) sell,
          lease or otherwise  dispose of all or substantially all of its assets;
          (b) borrow money,  assume,  guarantee or otherwise  cause  Customer to
          become  liable  for  indebtedness,  other than  indebtedness  to trade
          conditions  in  the  ordinary   course  of  Customer's   business  and
          indebtedness;  or (c) take any other extraordinary corporate action as
          a result of GFC's actions related to this Agreement.

     3.4  GFC's Application of Powers and Duties.  GFC will not have any duty or
          responsibility  to provide  services or to take or refrain from taking
          any actions except as provided in this Agreement.

4.   Duties of Customer. During the Term of this Agreement,  Customer shall have
     the following duties and obligations:

     (a)  Books and  Records.  Customer  shall  maintain  appropriate  books and
records and provide such  documentation  to GFC as necessary  and proper for the
service of the business being provided for  hereunder.  Customer  agrees to make
available to GFC the following information: (i) all invoices, statements, bills,
checks,  purchase  orders,  cash register tapes,  receipts and other evidence or
indicia of expenses  for the  purchase  and income from the sale of goods at the
Stores; (ii) all other business records acquired,  received or maintained at the
Stores  which  are   reasonably   requested  by  GFC;  and  (iii)  all  notices,
correspondence or communications  between Customer and any party or governmental
agency having  jurisdiction  and/or  rights over the business  operations of the
Customer or the Stores.
         (b)  Compliance  with Laws.  The Customer shall operate the business in
              such manner as to comply with all laws,  statutes,  ordinances and
              governmental rules and regulations  applicable to the operation of
              the  business  and  Customer  shall  comply with  health,  safety,
              licensing  and  zoning  requirements  applicable  to the  business
              operations at the Stores.

         (c)  Debts and Liabilities.  All expenses, debts, obligations and other
              liabilities  arising in  connection  with the Stores  shall be the
              sole responsibility of the Customer.

         (d)  Conduct.  Customer  shall conduct  itself and the operation of the
              Stores with due regard to trade and business ethics, and shall not
              engage in or knowingly  permit any acts or  practices  which would
              disparage or tend to disparage the Stores or the goodwill thereof.

5.   Management Fee and Maintenance  Expenses.  In consideration of the services
     rendered  by  GFC to  Customer  hereunder,  Customer  agrees  to pay  GFC a
     management fee and other expenses as follows:

    (a) Management Fee. As  consideration  of the services to be provided by GFC
        to Customer,  Customer shall pay GFC a management fee during the Term of
        this  Agreement:  OFICE AND ONE-HALF  PERCENT  (5.50%) of Licensee's net
        sales from or at the Stores (the "Management  Fee"). This Management Fee
        shall be due and payable in arrears on the thirtieth (30th) calendar day
        of each  calendar  month during the Term,  beginning , 1998.  Fractional
        months at the beginning or end of the Term hereof shall be appropriately
        prorated.

        The  Management Fee shall be  subsequently  adjusted if there is: (i) an
        increase in the Stores to be serviced  by GFC by the  Agreement;  (ii) a
        change in the services to be provided by GFC to  Customer;  or (iii) any
        accounting  adjustments  made by GFC to reflect  GFC's  costs  incurred,
        without a  mark-up,  to provide  the  services  referenced  in Section 3
        hereof to Customer.

    (b) Expenses.  Customer shall reimburse GFC on the thirtieth (30th) calendar
        day of each month for all expenses incurred by GFC on behalf of Customer
        (the "Maintenance  Expenses") during the immediately  preceding month in
        connection  with  the  management  services  being  provided  by GFC for
        Customer,  including,  but not  limited  to, all  purchases  of product,
        supplies,  equipment  and  other  items  expressed  or  implied  in  the
        Agreement.

    (c) Payment of the Management Fee and  Maintenance  Expense.  The Management
        Fee  and  Maintenance  Expense  shall  be paid in the  time  and  manner
        described in Sections  5.(a) and (b) above at GFC's  offices  located at
        400  Goody's  Lane,  Knoxville  Tennessee  37922,  or at any other place
        reasonably designated by GFC. Unless otherwise directed by GFC, Customer
        shall render payment of the Management Fee and the Maintenance  Expenses
        by check, electronically by inter-bank or intra-bank transfer, or (where
        GFC and Customer are affiliates) by inter-company transfer.



6.   Default.

     (a) If GFC or  Customer  fails to  observe or perform  any  material  term,
         covenant or condition  under this Agreement and such failure  continues
         for a period of ten (10) days  after  notice  thereof is given to it by
         the other, the other may terminate this Agreement by written notice. If
         such  failure is of such a nature that it cannot with due  diligence be
         cured within a period of ten (10) days,  then such failure shall not be
         deemed to continue if the failing party proceeds  promptly and with due
         diligence  to cure the  failure  and  diligently  completes  the curing
         thereof.

     (b) GFC or Customer may terminate this Agreement by notice to the other if:
         (i) the  other  ceases to carry on its  business,  (ii) a  receiver  or
         similar officer is appointed for the other and is not discharged within
         thirty (30) days, (iii) the other becomes insolvent,  admits in writing
         its inability to pay its debts as they mature, is adjudicated  bankrupt
         or makes an  assignment  for the  benefit of its  creditors  or another
         arrangement of similar import; or (iv) proceedings under any bankruptcy
         or  insolvency  law are  commenced  by or against the other and are not
         dismissed within thirty (30) days.

     (c) In the event of termination of this Agreement, the Customer will remain
         liable to GFC,  and GFC will  remain  liable to the  Customer,  for any
         amounts  and  obligations  owing to or  accrued  in favor of GFC or the
         Customer,  as the case  may be,  prior  to the  effective  date of such
         termination.

7.   Limitations on Liability and Indemnification.

     (a) Limitations on Liability.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY IN
         THIS AGREEMENT,  GFC WILL NOT BE LIABLE TO THE CUSTOMER FOR ANY LOSS OR
         DAMAGE OF ANY NATURE  INCURRED OR  SUFFERED BY THE  CUSTOMER IN ANY WAY
         RELATING  TO OR ARISING  OUT OF THE ACT OR DEFAULT OF GFC OR ANY OF ITS
         EMPLOYEES OR AGENTS IN THE PERFORMANCE OR THE  NON-PERFORMANCE  OF THIS
         AGREEMENT  OR ANY PART  HEREOF,  EXCEPT LOSS OR DAMAGE TO THE  CUSTOMER
         CAUSED BY GFC 'S GROSS  NEGLIGENCE  OR  WILLFUL  MISCONDUCT  UNDER THIS
         AGREEMENT TO THE EXTENT TO WHICH THE SAME IS NOT COVERED BY  INSURANCE.
         IN NO EVENT  WILL GFC BE  LIABLE  FOR THE  CUSTOMER'S  LOSS OF  PROFITS
         AND/OR  OTHER  CONSEQUENTIAL  LOSS OR DAMAGE NOR WILL GFC BE IN ANY WAY
         LIABLE FOR ANY ACT, DEFAULT OR NEGLIGENCE, WILLFUL OR OTHERWISE, OF ANY
         INDEPENDENT  CONTRACTOR  EMPLOYED FOR THE PURPOSE OF PROVIDING SERVICES
         TO THE CUSTOMER.

     (b) Indemnification. Except as otherwise set forth in the first sentence of
         Section 7.(a) hereof, GFC will not be liable for, and the Customer will
         indemnify  and  save  and  hold  GFC,  and  its  officers,   directors,
         shareholders  and  employees,  harmless  from and against,  any and all
         damages,  liabilities,  losses, claims,  actions,  suits,  proceedings,
         fees,  costs or expenses  (including,  but not  limited to,  reasonable
         attorneys'  fees and other  costs and  expenses  incident  to any suit,
         proceeding or investigation of any claim) of whatsoever kind and nature
         imposed on,  incurred by or asserted  against GFC at any time during or
         after the Term of this Agreement (whether because of an act or omission
         by GFC or otherwise  unless such act or omission is  determined to be a
         result of the gross  negligence  or willful  misconduct of GFC ) in any
         way relating to or arising out of the  performance by GFC of its duties
         hereunder.

     (c) Judgments in Good Faith. Notwithstanding any other provisions contained
         herein to the contrary,  in no event shall  Customer,  or any director,
         officer, employee or shareholder of Customer make any claim against GFC
         (or GFC  directors,  officers or  employees)  on account of any alleged
         errors of judgment made in good faith in connection with the conduct of
         GFC's   operations   hereunder,   nor  shall  Customer  object  to  any
         expenditure  made by GFC in good faith in the course of its  management
         of Customer's  operations or in the settlement of any claim arising out
         of the conduct of GFC's operations.

8.   Notices.

    (a)  Notice Addresses. Written communications between GFC and Customer shall
         be sent to their respective  addresses  (hereafter,  "Notice Address"),
         provided  that GFC or Customer may change its Notice  Address by giving
         written notice of such change to the other party at least ten (10) days
         in advance. The Notice Address shall be as follows:

         If to GFC:                 Goody's Family Clothing, Inc.
                                    400 Goody's Lane
                                    Knoxville, Tennessee  37922
                                    Attn:  Chief Financial Officer


         If to Customer:   GFCGA, L.P..
                                    400 Goody's Lane
                                    Knoxville, Tennessee 37922
                                    Attn:  President

    (b)  Notices. Wherever this Agreement provides for notice, such notice shall
         be in writing and shall be delivered to a party at its Notice  Address,
         either by hand  delivery  or by United  States  mail,  certified,  with
         return receipt requested,  by a nationally recognized overnight courier
         service,  or telexed or telecopied.  A  hand-delivered  notice shall be
         effective  on the date of receipt by the party  being  served  with the
         notice.  A mailed  notice shall be effective on the earlier of: (i) the
         date of receipt or refusal of receipt;  or (ii) five (5) days after the
         date of mailing.

9.   General Provisions.

     (a) The term  "Agreement"  as used herein,  includes the Schedule  attached
         hereto,  as well as any future  written  amendments,  modifications  or
         supplements hereto. The provisions of this Agreement may not be waived,
         altered,  amended,  or repealed,  in whole or in part,  except with the
         written consent of all parties to this Agreement.

     (b) The obligations of any party hereunder shall be suspended to the extent
         that such party is  hindered  or  suspended  from  complying  therewith
         because of strikes and other labor  disputes,  fire and other casualty,
         and force majeure or any other cause beyond such party's control.

     (c) GFC shall have the absolute  right to assign,  convey,  or license this
         Agreement at any time. This Agreement is personal to Customer and shall
         not be  assigned  or  otherwise  transferred  by it  without  the prior
         written  consent of GFC.  Subject to the foregoing this Agreement shall
         be binding on, and shall  inure to the  benefit of, the  parities to it
         and their respective successors, and assigns.

     (d) It is intended that each section of this  Agreement  shall be viewed as
         separate and divisible,  and in the event that any section shall beheld
         to be invalid,  the  remaining  sections  shall  continue to be in full
         force and effect.

     (e) The  provisions of this  Agreement  relating to the  determination  and
         payment  of  Management  Fee and  Maintenance  Expenses  hereunder  are
         included  solely for the purpose of providing a method whereby the said
         Management   Fee  and   Maintenance   Expenses   can  be  measured  and
         ascertained.   GFC  and  Customer  shall  not  be  construed  as  joint
         ventureres  or partners of each other and neither  shall have the power
         to bind or obligate the other except as set forth in this Agreement.

     (f) This  Agreement  shall be construed in accordance  with and governed by
the laws of the State of Tennessee.

     (g) This  Agreement  may be executed in one or more  counterparts,  each of
         which  shall be deemed an  original,  but all of which  together  shall
         constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement, effective
as of the date first shown above.


GFCTN, L.P.                                      Goody's Family Clothing, Inc.


By:      Trebor of TN, Inc.
         General Partner

By:      /s/ Regis J. Hebbeler               By:   /s/ Harry M. Call
Its:     Vice President                      Its:  President
                                     












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