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                                                                 EXHIBIT 10.104




                              EMPLOYMENT AGREEMENT

                                     BETWEEN

                          GOODY'S FAMILY CLOTHING, INC.

                                       AND

                              FREDERICK J. MERSHAD


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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>      <C>                                                                                                       <C>
1.       Definitions..............................................................................................  1

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

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

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

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

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

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

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

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

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

11.      Arbitration of Disputes.................................................................................. 10

12.      Confidential Information, Non-Solicitation and Non-Compete............................................... 10

13.      Successors..............................................................................................  11

14.      Miscellaneous...........................................................................................  12
</TABLE>


<PAGE>

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT, by and between GOODY'S FAMILY CLOTHING,
INC., a Tennessee corporation (the "Company"), and FREDERICK J. MERSHAD (the
"Executive"), shall be effective as of the 3rd day of January, 2005.

                                    RECITALS:

         WHEREAS, the Company desires to hire the Executive as the President and
Chief Merchandising Officer of the Company and Executive desires to accept such
employment, upon the terms and subject to the conditions set forth in this
Agreement.

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

         1.       Definitions.

                  (a)      "Accrued Obligations" shall mean (i) the Base Salary
through the Date of Termination, (ii) any amounts deferred by the Executive and
not yet paid by the Company pursuant to a valid election to defer the receipt of
all or a portion of such payments made in accordance with any plan of deferred
compensation sponsored by the Company, (iii) any earned but unpaid vacation pay
for the current year, (iv) any amounts or benefits owing to the Executive or to
the Executive's beneficiaries under the then applicable employee benefit plans,
Section 125 Plan(s), 401(k) Plan or policies of the Company and (v) any amounts
owing to the Executive for reimbursement of expenses properly incurred by the
Executive through the Date of Termination and which are reimbursable in
accordance with the reimbursement policy of the Company described in Section
5(e).

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

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

                  (d)      "Cause" shall mean that the Executive has (i)
committed a felony, or committed an act of fraud, embezzlement or theft in
connection with his duties with the Company or in the course of his employment
with the Company; (ii) willfully caused damage to property of the Company; (iii)
been convicted of a criminal offense (either a misdemeanor involving acts of
dishonesty, theft or moral turpitude, or a felony); (iv) been convicted of or
plead guilty or nolo contendere to any criminal offense or become a party to a
civil proceeding brought by a judicial or administrative body and, as a result
of such proceeding, become subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws; or (v) engaged in a willful and deliberate material breach of his
obligations under Section 4 of this Agreement which breach


<PAGE>

(under this clause v) has been communicated to the Executive with specificity by
written notice, and which has not been cured to the reasonable satisfaction of
the Board within a reasonable period of time, which shall not be less than ten
(10) days, nor more than thirty (30) days, following receipt of such written
notice by the Executive. The Board shall provide the Executive with an
opportunity to meet with the Board in order to provide the Executive an
opportunity to refute or explain acts or omissions referred to in such written
notice. For the purpose of this Section, no act or omission shall be considered
willful unless done or omitted to be done in bad faith and without reasonable
belief that such act or omission was done in the best interest of the Company.

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

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

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

                  (h)      "Date of Termination" shall have the meaning set
forth in Section 6(f).

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

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

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


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                  (l)      "Notice of Termination" shall have the meaning as set
forth in Section 6(d).

                  (m)      "Qualified Plan" shall mean any retirement plan
maintained by the Company which is intended to meet the requirements of the
Internal Revenue Code of 1986, as amended.

                  (n)      "Subsidiary" shall mean any majority-owned subsidiary
of the Company.

         2.       Employment. The Company hereby employs the Executive as the
President and Chief Merchandising Officer of the Company, and Executive hereby
accepts such employment.

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

         4.       Position and Duties; Business Time.

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

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

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


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                           (ii)     periods of vacation to which he is entitled
                           and approved by the Company's Chief Executive
                           Officer, periods of illness and other absences beyond
                           his control.

The Executive shall provide prior written notice (the "Service Notice") to the
Board of his intention to serve on any corporate, civic or charitable board or
committee (including his continued service on any boards and committees on which
he is serving or with which he is otherwise associated immediately preceding the
date hereof), and the Board shall thereafter reasonably approve or reject, as
applicable, such service. The Board shall have a twenty (20) day period
following its receipt of the Service Notice in order to consider any such
service. If the Board does not notify the Executive of its rejection of any such
service within such twenty (20) day period, then Board approval of such service
shall be deemed given.

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

                  (a)      Base Salary. The Executive shall receive a base
salary (the "Base Salary") payable in equal bi-weekly installments (or such
other installments as are provided by the Company for employees generally) at an
annual rate of $500,000. The Company shall review the Base Salary periodically
and in light of such review may, in its sole discretion, increase (but not
decrease) the Base Salary taking into account any change in the Executive's
responsibilities, increases in compensation of other executives with comparable
responsibilities, performance of the Executive and other pertinent factors, and
such adjusted Base Salary shall then constitute the "Base Salary" for purposes
of this Agreement.

                  (b)      Short Term Incentive Plan Bonus. The Company has
established a "Short Term Incentive Plan" (the "Incentive Plan") under which the
Executive shall be eligible to participate for each fiscal year he holds the
position stated in Section 2 and shall be eligible to receive an annual
incentive target bonus of not less than 75% of Base Salary based on performance
and other specific objectives adopted by the Compensation Committee of the Board
(the "Incentive Bonus").

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

                  (d)      Other Benefit Plans. The Executive, his spouse and
their eligible dependents (as defined in, and to the extent permitted by, the
applicable plan), as the case may be, shall be entitled to participate in or be
covered under all medical, dental, group disability, group life,


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severance, accidental death and travel accident insurance plans and programs of
the Company to the extent such plans and programs are generally available to
executives of the Company holding comparable positions or having comparable
responsibilities.

                  (e)      Other Perquisites. The Executive shall also be
entitled to:

                           (i)      prompt reimbursement for all reasonable
                           expenses incurred by the Executive in accordance with
                           the policies and procedures of the Company;

                           (ii)     three (3) weeks paid vacation, such paid
                           vacation time to be increased (but not decreased) in
                           accordance with Company policy;

                           (iii)    an automobile allowance of $500 per month
                           shall be paid by the Company, together with gasoline
                           expenses for such automobile, in accordance with the
                           Company's policies and procedures with respect
                           thereto; and

                           (iv)     an office suitable for an executive officer.

                  (f)      Relocation Expenses. The Company will reimburse the
Executive (upon presentation of appropriate vouchers or receipts in accordance
with the Company's relocation policies) for, or pay directly, the following
costs and expenses relating to his relocation:

                           (i)      all reasonable expenses of moving the
                           Executive's possessions from his Dayton, Ohio
                           residence (the "Ohio Residence") to the Executive's
                           new permanent residence in the Knoxville metropolitan
                           area (the "Knoxville Residence");

                           (ii)     all reasonable lease or rental payments
                           incurred by the Executive for temporary housing of
                           the Executive in the Knoxville, Tennessee area for a
                           period of ninety (90) days commencing January 5,
                           2005;

                           (iii)    two (2) roundtrip airline tickets per
                           calendar month for coach class travel between the
                           Dayton or Cincinnati area and Knoxville, Tennessee
                           for use of the Executive or his spouse (for a maximum
                           period of twelve (12) months, beginning January 5,
                           2005) while he is relocating from Dayton to
                           Knoxville, Tennessee;

                           (iv)     all reasonable standard closing costs and
                           brokerage fees associated with the sale of the
                           Executive's Ohio Residence (including reasonable
                           attorney's fees); and


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                           (v)      all reasonable standard closing costs
                           associated with the purchase of the Executive's
                           Knoxville Residence (including reasonable attorney's
                           fees).

         In the event the Executive does not move and relocate to his Knoxville
Residence on or before May 1, 2006, the Company and the Executive acknowledge
and agree that the Company has no obligation to pay for any of the expenses,
fees and costs described in Section 5 (f) (i), (iv) and (v) (collectively, the
"Relocation Allowance"). The Executive shall use best faith efforts to book in
advance through the Company's travel agent the airline tickets recited in
Section 5 (f) (iii) above in order to obtain the most economical airline fares.
The maximum amounts to be reimbursed by the Company under this Section 5 (f)
shall be in accordance with its relocation policy (except where otherwise
expressly provided herein); the Executive acknowledges that he has received a
copy of the Company's relocation policies. To the extent permitted in the
Company's relocation policy, the Company shall make a "Gross-Up Payment" to the
Executive on the Relocation Allowance payments. For purposes of this Agreement,
"Gross-Up Payment" shall mean a payment that equals the Executive's individual
marginal income tax rate of federal taxation on the Relocation Allowance
payments that are reportable income to the Executive. In the event the
Executive's employment is terminated either by the Executive voluntarily or by
the Company for Cause during the one (1) year period commencing on the date the
Executive moves into his Knoxville Residence, the Executive shall promptly repay
to the Company the Relocation Allowance.

                  (g)      Equity Opportunity. The Executive shall be granted a
non-qualified stock option under the Company's 1997 Stock Option Plan ("Option
Plan") on the date of commencement of his employment with the Company to
purchase an aggregate of one hundred thousand (100,000) shares of common stock
of the Company at an exercise price equal to the closing sales price of the
common stock on the date of grant, which option shall vest annually in one-third
(1/3) increments from the date of grant and expire ten (10) years from the date
of grant, and shall be upon such other terms and conditions as contained in the
Company's standard form of option agreement ("Option Agreement").

         6.       Termination of Employment.

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

                  (b)      Voluntary Termination by the Executive.
Notwithstanding anything in this Agreement to the contrary, the Executive may,
upon not less than thirty (30) days' written notice to the Company, voluntarily
terminate employment for any reason (including retirement under the terms


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of the Company's retirement plan as may be in effect from time to time),
provided that any termination by the Executive pursuant to Section 6(d) on
account of Constructive Termination shall not be treated as a voluntary
termination under this Section 6(b).

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

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

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

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

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

                  (a)      Death or Disability. If the Executive's employment is
terminated by reason of the Executive's death or Disability, the Company shall
have no further obligations to the Executive's legal representatives under this
Agreement other than payment of the Accrued Obligations. If the Executive's
employment is terminated by reason of the Executive's death or Disability, the
Company shall have the additional obligation, subject to the terms of the
Incentive Plan and further provided that the Executive has been employed by the
Company for the first six (6) months of the then applicable fiscal year, to pay
a cash amount equal to a portion of the Incentive Bonus, the product of a
fraction, the numerator of which is the number of days elapsed since the date
the Incentive Plan began for the applicable fiscal year through the date of the
Disability or the date of death of the Executive, and the denominator of which
is the total number of days of the applicable fiscal year for such Incentive
Plan. Unless otherwise directed by the Executive (or, in the case of the
Incentive Plan or a Qualified Plan, as may be required by such Incentive Plan or
Qualified Plan) all Accrued Obligations shall be paid to the Executive, his
beneficiaries or his estate, as applicable, in a lump sum in cash within thirty
(30) days of the Date of Termination. In the event of the termination of the


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Executive by reason of death or Disability, he and/or his named beneficiaries,
as the case may be, shall be entitled to the benefits available through the
Company sponsored plans and programs. With regard to the termination of the
Executive's employment by reason of the Executive's death, retirement on or
after the attainment of age of sixty-five (65) or Disability, the Company shall,
for a period of twelve (12) months after the Executive's Date of Termination,
pay the entire COBRA premium under any Company medical and dental program that
the Executive (and his spouse and eligible dependents) was participating in
prior to the termination of employment. The Company's premium obligations in the
preceding sentence shall exclude normal employee contributions paid by the
Executive prior to the Date of Termination. In addition to the foregoing, in the
event of termination of the Executive's employment by reason of the death or
Disability of the Executive, all unvested stock options held by the Executive
shall become fully vested, effective on the Date of Termination, and shall
thereafter be exercisable in accordance with the provisions of the applicable
Option Plan (including, without limitation, Sections 5 and 6 thereof) and Option
Agreement.

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

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

                           (i)      Severance and Non-Competition Payments. The
                           Company shall pay to the Executive in a lump sum in
                           cash or certified check within fifteen (15) days
                           after the Date of Termination for all Accrued
                           Obligations. In addition, subject to the terms of the
                           Incentive Plan and further provided that the
                           Executive has been employed by the Company for the
                           first six (6) months of the then applicable fiscal
                           year, the Executive shall be entitled to receive a
                           cash amount equal to a portion of the Incentive
                           Bonus, the product of a fraction, the numerator of
                           which is the number of days elapsed since the date
                           the Incentive Plan began for the applicable fiscal
                           year through the date of such Constructive
                           Termination or termination without Cause, and the
                           denominator of which is the total number of days of
                           the applicable fiscal year for such Incentive Plan;
                           such amount shall be paid in accordance with terms of
                           the Incentive Plan. Furthermore, the Executive shall
                           continue to receive his monthly Base Salary, at the
                           rate in effect as of the date when the Notice of


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                           Termination was given, for a twelve (12) month period
                           from the Date of Termination.

                           (ii)     Acceleration of Option Vesting. In the case
                           of a Constructive Termination, all unvested stock
                           options held by the Executive shall become fully
                           vested, effective on the Date of Termination, and
                           shall be thereafter exercisable in accordance with
                           the provisions of the applicable Option Plan and
                           Option Agreement.

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

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

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

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

         10.      Full Settlement. The Executive shall not be obligated to seek
other employment by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement. In the event that the Executive
shall in good faith give a Notice of Termination for Constructive Termination
and it shall thereafter be determined that Constructive Termination did not take
place, the employment of the Executive shall, unless the Company and the
Executive otherwise


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mutually agree, be deemed to have terminated, at the date of giving such
purported Notice of Termination, by mutual consent of the Company and the
Executive and the Executive shall be entitled to receive only those payments and
benefits which he would have been entitled to receive at such date had he
terminated his employment voluntarily at such date under this Agreement.

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

         12.      Confidential Information, Non-Solicitation and Non-Compete.

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

                  (b)      Upon termination of the Executive's employment for
any reason, the Executive, for the twelve (12) month period following the Notice
of Termination (or the Date of Termination if no such notice is given), shall
not, on his own behalf or on behalf of any person or entity, directly or
indirectly solicit or aid in the solicitation of any employees of the Company to
leave their employment.

                  (c)      The Executive agrees that he shall not, so long as he
shall be employed by the Company in any capacity (whether pursuant to this
Agreement or otherwise), own, manage, operate, control or participate in the
ownership, management, operation or control, or be employed by or connected in
any manner with, any business, firm or corporation which is or may be in
competition with the business of the Company without the express written consent
of the Company. The Executive further agrees that for a period commencing on the
Date of Termination (for any reason whatsoever) and concluding twelve (12)
months after such Date of Termination, (i) the Executive shall not own, manage,
operate, control or participate in the ownership, management, operation or


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control, or be employed or retained by, or otherwise become associated with or
interested in (as a partner, member, shareholder, creditor, director, officer,
principal, agent, employee, joint venturer, trustee, consultant or advisor), any
business, firm or corporation which is engaged in or competes (directly or
indirectly) with the business of the Company (collectively, a "Direct
Competitor," as hereafter defined) including, for these purposes, any business
in which, at the termination of his employment, there was a bona fide intention
on the part of the Company to engage in the future; and (ii) the Executive shall
not, on behalf of any such competing entity, directly or indirectly, have any
dealings or contact with any suppliers or vendors of the Company. For purposes
of this Section 12(c), a "Direct Competitor" is any entity or retail operation
listed on Schedule A attached to this Agreement. Anything to the contrary herein
notwithstanding, the provisions of this Section 12(c) shall not be deemed
violated by the purchase and/or ownership by the Executive of shares of any
class of equity securities (or options, warrants or rights to acquire such
securities, or any securities convertible into or exchangeable or exercisable
for such securities) (A) of the Company (or any successor thereto) or (B)
representing (together with any securities which would be acquired upon the
exercise of any such options, warrants or rights or upon the conversion of any
other security convertible into or exchangeable or exercisable for such
securities) two percent (2%) or less of the outstanding shares of any such class
of equity securities of any issuer whose securities are traded on a national
securities exchange or listed by The NASDAQ Stock Market, the National Quotation
Bureau Incorporated or any similar organization; provided, however, that
Executive shall not be otherwise connected with or active in the business of any
issuers described in this Section 12(c).

                  (d)      The Executive agrees that the covenants of
confidentiality, non-solicitation and non-competition contained in this Section
12 are reasonable covenants under the circumstances and necessary to protect the
business interests and properties of the Company. The Executive agrees that
irreparable loss and damage will be suffered by the Company should the Executive
breach any of the covenants contained in this Section 12. Accordingly, the
Executive agrees that the Company, in addition to all remedies provided at law
or in equity, shall be entitled to a temporary restraining order and temporary
and permanent injunctions to prevent a breach or contemplated breach of any of
the covenants contained in this Section 12. In addition, in the event that this
Section 12 is determined to be unenforceable in part, it shall be construed to
be enforceable to the maximum extent permitted by law. In the event the
Executive violates the terms of this Section 12, the Executive shall forfeit the
right to all salary, bonus compensation and/or benefit continuations which he
and/or his family members are then receiving or otherwise entitled to pursuant
to the terms of this Agreement. Notwithstanding anything contained herein to the
contrary, the forfeiture of such payments and benefits shall be the sole remedy
available to the Company in connection with the Executive's violation of the
terms of Section 12(c) during the twelve (12) month period following the Date of
Termination (for any reason whatsoever).

                  (e)      As used in this Section 12, "Company" shall include
all subsidiaries, affiliates and divisions of the Company.

         13.      Successors.


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<PAGE>

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

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

         14.      Miscellaneous.

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

                  (g)      Entire Agreement. This Agreement expresses the entire
understanding and agreement of the parties regarding the terms and conditions
governing the Executive's employment with the Company; provided, however, that
except as specifically provided herein, the terms of this Agreement do not
supersede the terms of any grant or award to the Executive under any stock
option program of the Company except as specifically set forth in Sections 7(a)
and 7(c)(ii) with respect to the vesting and exercisability of stock options.


                                       13
<PAGE>

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

                                          GOODY'S FAMILY CLOTHING, INC.



                                          By:
                                             ----------------------------------
                                             Name: Robert M. Goodfriend
                                             Title: Chairman and Chief Executive
                                                    Officer

ATTEST:



----------------------------------
Name:  Regis J. Hebbeler
Title:  Assistant Secretary

                                          EXECUTIVE:  FREDERICK J. MERSHAD



                                          -------------------------------------
                                                  Frederick J. Mershad

                                          Address: 6788 Rose Glen Drive
                                                   Dayton, Ohio  45459


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<PAGE>
                                   SCHEDULE A

Section 12(c) - Direct Competitor

The following entities and retail operations are Direct Competitors of Goody's
Family Clothing, Inc:

         American Eagle Outfitters
         Abercrombie & Fitch
         Stein Mart
         TJX
         Stage Stores
         J.C. Penney Dept. Stores
         Gap
         Old Navy
         Kohl's
         Ross Stores


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