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                                                                  EXHIBIT 10.112


                                                                  EXECUTION COPY

                                SUPPORT AGREEMENT

          This SUPPORT AGREEMENT (this "Agreement") is entered into as of
October 27, 2005, by and among GF Goods Inc., a Delaware corporation ("Parent"),
GF Acquisition Corp., a Tennessee corporation ("Acquisition Corp."), and each of
the persons listed on Schedule A hereto (each a "Principal Shareholder" and,
collectively, the "Principal Shareholders"). Each capitalized term used but not
otherwise defined herein shall have the meaning ascribed to such term in the
Acquisition Agreement and Plan of Merger, dated as of the date hereof (as
amended, supplemented and otherwise modified from time to time, the "Acquisition
Agreement"), by and among Parent, Acquisition Corp. and Goody's Family Clothing,
Inc., a Tennessee corporation (the "Company").

          WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company, Parent and Acquisition Corp. are entering into the
Acquisition Agreement which provides, subject to the terms and conditions set
forth in the Acquisition Agreement, for (i) the making of a tender offer (the
"Offer") to purchase all of the Company's shares of common stock, no par value
per share ("Company Common Stock"), which are issued and outstanding (the
"Outstanding Common Shares") and tendered pursuant to the terms thereof, at a
price per Outstanding Common Share equal to the Offer Price, and (ii) the merger
of Acquisition Corp. and the Company (the "Merger"), whereby each Outstanding
Common Share not purchased pursuant to the Offer (other than any Outstanding
Common Shares owned by Parent, Acquisition Corp. or any other wholly owned
Subsidiary of Parent) will be converted into the right to receive the Merger
Consideration in cash;

          WHEREAS, the Board of Directors of the Company (the "Board") has, at a
meeting duly called and held, unanimously (i) approved the Acquisition
Agreement, each of the other Transaction Agreements, as well as the Offer, the
Merger and the other Transactions, and (ii) recommended that the holders of
Common Shares accept the Offer, tender their Common Shares pursuant to the Offer
and approve and adopt this Agreement and the Merger;

          WHEREAS, each Principal Shareholder is the record and beneficial owner
of the number of Outstanding Common Shares and the Stock Rights (as defined
below) in each case set forth opposite such Principal Shareholder's name on
Schedule A hereto (collectively, the "Existing Equity Rights" of such Principal
Shareholder; and, together with all shares of Company Common Stock and Stock
Rights acquired after the date hereof by such Principal Shareholder, whether
upon the exercise, conversion or exchange of any Existing Equity Rights, upon
the exercise, conversion or exchange of any Stock Rights obtained hereafter by
such Principal Shareholder or otherwise hereafter acquired by such Principal
Shareholder, in each case as such shares, rights and other securities may be
adjusted from time to time for any stock dividend, stock split,
recapitalization, combination, exchange, merger, consolidation, reorganization
or other change or transaction involving the Company, are referred to herein
collectively as the "Principal Shareholder Shares" of such Principal
Shareholder). For purposes hereof, "Stock Rights" means options and other rights
to acquire shares of Company Common Stock or rights exercisable for or
convertible into shares of Company Common Stock; and
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          WHEREAS, as a condition to the willingness of Parent and Acquisition
Corp. to enter into the Acquisition Agreement, Parent and Acquisition Corp. have
requested that the Principal Shareholders enter into this Agreement.

          NOW, THEREFORE, to induce Parent and Acquisition Corp. to enter into,
and in consideration of them entering into, the Acquisition Agreement, and in
consideration of the foregoing premises and the representations, warranties,
covenants and agreements contained herein, Parent, Acquisition Corp. and each of
the Principal Shareholders hereby agree as follows:

          1. Representations and Warranties of Each Principal Shareholder. Each
Principal Shareholder, acting solely in its capacity as a holder of Principal
Shareholder Shares and not as a director of the Company or in any other
capacity, hereby, severally and not jointly with any other Principal
Shareholder, represents and warrants to Parent and Acquisition Corp. as follows:

               (a) Authority. Such Principal Shareholder has all requisite power
     and authority to execute and deliver this Agreement, to perform all of its
     obligations hereunder and otherwise to consummate the transactions
     contemplated hereby. The execution, delivery and performance of this
     Agreement and the consummation of the transactions contemplated hereby,
     have been duly authorized by such Principal Shareholder. This Agreement has
     been duly executed and delivered by such Principal Shareholder and,
     assuming this Agreement constitutes a valid and binding obligation of the
     Parent and Acquisition Corp., constitutes a valid and binding obligation of
     such Principal Shareholder enforceable against such Principal Shareholder
     in accordance with its terms. Other than in connection with or in
     compliance with the provisions of the Exchange Act or the HSR Act, neither
     the execution, delivery or performance of this Agreement by such Principal
     Shareholder nor the consummation by such Principal Shareholder of the
     transactions contemplated hereby will (i) require any filing with, or
     permit, authorization, consent or approval of, any Governmental Authority
     (except for filing an amendment to Robert M. Goodfriend's Schedule 13D to
     reflect the transactions contemplated by this Agreement), (ii) result in a
     material violation or breach of, or constitute (with or without due notice
     or lapse of time or both) a material default under, or give rise to any
     right of termination, amendment, cancellation or acceleration under, result
     in the creation of any material Lien upon a material portion of the
     properties or assets of each Principal Shareholder, or result in the
     creation of any Lien upon any Company Common Stock, under, any of the
     terms, conditions or provisions of any Contract to which such Principal
     Shareholder is a party or by which such Principal Shareholder or any of
     such Principal Shareholder's properties or assets, including the Principal
     Shareholder Shares owned by such Principal Shareholder, may be bound or
     (iii) violate, in any material respect, any Order or any Law applicable to
     such Principal Shareholder or any of such Principal Shareholder's
     properties or assets, including the Principal Shareholder Shares owned by
     such Principal Shareholder.

               (b) Ownership of Principal Shareholder Shares. The Existing
     Equity Rights of such Principal Shareholder and all certificates
     representing such Existing Equity Rights are now, and at all times while
     this Agreement is in effect will be, held by such Principal Shareholder, or
     by a nominee or custodian for the benefit of such Principal


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     Shareholder, and such Principal Shareholder has good and marketable title
     to such Existing Equity Rights, free and clear of any Liens, proxies,
     voting trusts or agreements, understandings or arrangements, except for any
     such Liens or proxies arising hereunder, other than, with respect to any
     Principal Shareholder, those agreements set forth on Schedule A opposite
     such Principal Shareholder's name, all of which agreements (including the
     Support Agreement, dated as of October 7, 2005, among GFC Holding Corp.,
     GFC Enterprises, Inc. and the principal Shareholders (the "Sun Support
     Agreement")) have been terminated prior to the date hereof. All Principal
     Shareholder Shares acquired hereafter by such Principal Shareholder shall
     at all times while this Agreement is in effect be held by such Principal
     Shareholder, or by a nominee or custodian for the benefit of such Principal
     Shareholder, and such Principal Shareholder shall at all time while this
     Agreement is in effect have good and marketable title to all such Principal
     Shareholder Shares, free and clear of any Liens, proxies, voting trusts or
     agreements, understandings or arrangements, except for any such Liens or
     proxies arising hereunder. Such Principal Shareholder does not own of
     record or beneficially any Outstanding Common Shares, any options or other
     rights to purchase shares of Company Common Stock or any rights exercisable
     for or convertible into shares of Company Common Stock, other than the
     Outstanding Common Shares and shares of Company Common Stock issuable upon
     the exercise of Company Stock Options, in each case set forth opposite such
     Principal Shareholder's name on Schedule A hereto. The Principal
     Shareholders own, in the aggregate, 41.5% of the Outstanding Common Shares
     and, assuming the options are exercised pursuant to Section 3(b)(1), over
     39.6% of the shares of Company Common Stock on a Fully-Diluted Basis.

               (c) Acquisition Agreement. Such Principal Shareholder understands
     and acknowledges that Parent and Acquisition Corp. are entering into the
     Acquisition Agreement in reliance upon execution and delivery of this
     Agreement by such Principal Shareholder.

               (d) Adequacy of Information. Such Principal Shareholder is a
     sophisticated investor with respect to the Principal Shareholder Shares of
     such Principal Shareholder and has adequate information concerning the
     business and financial condition of the Company to make an informed
     decision regarding the transactions contemplated hereby and by the
     Acquisition Agreement and has independently and without reliance upon
     either Parent or Acquisition Corp. and based on such information as the
     Shareholder has deemed appropriate made its own analysis and decision to
     enter into this Agreement. Such Principal Shareholder has received and
     reviewed the Acquisition Agreement and acknowledges that neither Parent nor
     Acquisition Corp. has made or makes any representation or warranty, whether
     express or implied, of any kind or character except as expressly set forth
     herein or in the Acquisition Agreement. Such Principal Shareholder
     acknowledges that the agreements contained herein with respect to the
     Principal Shareholder Shares of such Principal Shareholder are irrevocable
     (subject to termination in accordance with Section 14 of this Agreement),
     and that such Principal Shareholder has no recourse to such Principal
     Shareholder Shares or to Parent or Acquisition Corp., except with respect
     to breaches by Parent or Acquisition Corp. of their respective
     representations, warranties, covenants and agreements expressly set forth
     in this Agreement.


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               (e) Excluded Information. Such Principal Shareholder acknowledges
     and confirms that (i) Parent and Acquisition Corp. may possess or hereafter
     come into possession of certain non-public information concerning the
     Principal Shareholder Shares and/or the Company which is not known to such
     Principal Shareholder and which may be material to such Principal
     Shareholder's decision to enter into this Agreement or to consummate the
     transactions contemplated hereby (the "Excluded Information"), (ii) such
     Principal Shareholder has requested not to receive the Excluded Information
     and has determined to enter into this Agreement and to consummate the
     transactions contemplated hereby (including, without limitation, to
     exercise, convert or cancel all Existing Equity Rights into shares of
     Company Common Stock at or prior to the Effective Time and to sell the
     Principal Shareholder Shares of such Principal Shareholder pursuant to the
     Offer) notwithstanding its lack of knowledge of the Excluded Information,
     and (iii) neither Parent nor Acquisition Corp., nor any of their respective
     officers, directors, shareholders or representatives, shall have any
     liability or obligation to such Principal Shareholder in connection with,
     and such Principal Shareholder hereby waives and releases each of Parent,
     Acquisition Corp. and their respective officers, directors, shareholders
     and representatives from, any claims which such Principal Shareholder or
     its successors or assigns may have against Parent, Acquisition Corp. or any
     their respective officers, directors, shareholders or representatives
     (whether pursuant to applicable securities, laws or otherwise) with respect
     to the non-disclosure of the Excluded Information.

          2. Representations and Warranties of Parent and Acquisition Corp. Each
of Parent and Acquisition Corp. hereby represents and warrants to the Principal
Shareholders that each of Parent and Acquisition Corp. has the requisite
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and otherwise to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement
by Parent and Acquisition Corp. and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Parent and Acquisition Corp. This Agreement has been duly
executed and delivered by Parent and Acquisition Corp. and, assuming this
Agreement constitutes a valid and binding obligation of each Principal
Shareholder, constitutes a valid and binding obligation of Parent and
Acquisition Corp. enforceable in accordance with its terms.

          3. Covenants. Each Principal Shareholder, acting solely in its
capacity as a holder of Principal Shareholder Shares and not as a director or
officer of the Company or in any other capacity, hereby, severally and not
jointly with any other Principal Shareholder, agrees as follows:

               (a) such Principal Shareholder shall not, except as expressly
     contemplated by the terms of this Agreement or the Acquisition Agreement,
     (A) sell, transfer, pledge, assign or otherwise dispose of (including,
     without limitation, by merger or otherwise by operation of law), or enter
     into any Contract, option or other arrangement (including, without
     limitation, any profit sharing arrangement) or understanding with respect
     to the sale, transfer, pledge, assignment or other disposition of
     (including, without limitation, by merger or otherwise by operation of
     law), all or any portion, or any interest in any, of the Principal
     Shareholder Shares of such Principal Shareholder to any person


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     other than Acquisition Corp. or any Person(s) designated in writing by
     Acquisition Corp., (B) enter into any voting arrangement, whether by proxy,
     voting agreement, voting trust, power-of-attorney or otherwise, with
     respect to all or any portion of the Principal Shareholder Shares of such
     Principal Shareholder or (C) take any other action that would in any way
     restrict, limit or interfere with the performance of such Principal
     Shareholder's obligations hereunder or the transactions contemplated hereby
     or in the Acquisition Agreement;

               (b) such Principal Shareholder (i), no later than one business
     day prior to the then applicable expiration date of the Offer as set forth
     in the Acquisition Agreement shall take all actions necessary or desirable
     to exercise or convert all options to acquire Company Common Stock which
     have an exercise price equal to or less than the Offer Price into shares of
     Common Stock and shall validly tender such shares of Company Common Stock
     as set forth in Section 3(c) below and (ii) prior to the commencement of
     the Offer, such Principal Shareholder shall execute a written
     acknowledgement to Parent, Acquisition Corp. and the Company confirming
     that as of the Effective Date, (x) the payment of the Option Consideration,
     if any, for all of such Principal Shareholder's Stock Rights with an
     exercise price equal to or less than Offer Price per share will satisfy in
     full the Company's obligation to such person pursuant to any and all Stock
     Rights then outstanding (other than with respect to any Options which have
     been exercised prior to the Effective Time) and (y) subject to the payment
     of the Option Consideration, if any, all Stock Rights (including Stock
     Rights with an exercise price or conversion price in excess of the Option
     Consideration with respect to such Stock Rights) by such Principal
     Shareholder shall, without any action on the part of the Company or the
     Principal Shareholder, be deemed terminated, canceled, void and of no
     further force and effect as between the Company and such Principal
     Shareholder and neither party shall have any further rights or obligations
     with respect thereto. Such written acknowledgement shall be in
     substantially the form of Exhibit D to the Acquisition Agreement;

               (c) such Principal Shareholder shall (A) as promptly as
     practicable (but in any event within 5 business days after the commencement
     of the Offer), validly tender all of the Principal Shareholder Shares of
     such Principal Shareholder pursuant to and in accordance with the terms of
     the Offer, and (B) not withdraw, or cause to be withdrawn, all or any
     portion of such Principal Shareholder Shares from the Offer, unless this
     Agreement is terminated;

               (d) at any meeting of shareholders of the Company or at any
     adjournment thereof or in any other circumstances upon which such Principal
     Shareholder's vote, consent or other approval is sought, such Principal
     Shareholder shall as requested by Acquisition Corp. vote (or cause to be
     voted) all of the Principal Shareholder Shares of such Principal
     Shareholder in favor of the approval and adoption of the Acquisition
     Agreement and the Transactions and against (A) any Acquisition Proposal (as
     defined in the Acquisition Agreement), (B) any action which would result in
     a change in a majority of the individuals who constitute the Board and (C)
     any amendment of the Company's Charter or by-laws or any other proposal or
     transaction involving the Company or any of its Subsidiaries, which
     amendment or other proposal or


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     transaction would in any manner impede, frustrate, prevent or nullify, the
     Acquisition Agreement, the Merger or any of the other Transactions
     (collectively, "Frustrating Transactions");

               (e) notwithstanding any provision herein or in the Acquisition
     Agreement to the contrary, such Principal Shareholder hereby waives any
     rights of appraisal that such Principal Shareholder may have under the
     Tenn. Acts in connection with the Merger or any of the other Transactions;
     and

               (f) such Principal Shareholder shall not, and shall cause each of
     its immediate family members and affiliates not to, directly or indirectly,
     encourage, solicit, participate in or initiate discussions or negotiations
     with, provide any information to, or enter into any agreement with, any
     Person or group of Persons (other than Parent, Acquisition Corp. or any of
     their respective affiliates) concerning all or any portion, or interest in
     any, of the Principal Shareholder Shares of such Principal Shareholder or
     any Acquisition Proposal; provided, however, that this provision shall in
     no way be construed as limiting the ability to act in the capacity of an
     officer or director of the Company (other than as set forth in the
     Acquisition Agreement) if such Principal Shareholder is an officer or
     director of the Company.

          4. Notice of Acquisition of Additional Principal Shareholder Shares.
Each Principal Shareholder hereby, severally and not jointly with any other
Principal Shareholder, agrees, while this Agreement is in effect, to promptly
notify Parent and Acquisition Corp. of each acquisition by such Principal
Shareholder of any shares of Company Common Stock or Stock Rights after
execution hereof, which notice shall specify in each case the number of acquired
shares (and, in the case of any such Stock Rights, the number of shares of
Company Common Stock issuable upon the exercise, exchange or conversion thereof
and the other material terms thereof). All such shares of Company Common Stock
and Stock Rights shall be subject to the terms of this Agreement as though owned
by such Principal Shareholder on the date hereof.

          5. Irrevocable Proxy.

               (a) Solely for the purpose of facilitating the enforcement of
     each Principal Shareholder's obligations under Section 3(d) of this
     Agreement, each Principal Shareholder hereby irrevocably grants to, and
     appoints, Isaac Dabah, Michael Zimmerman, and any other individual who
     shall hereafter be designated by Acquisition Corp., such Principal
     Shareholder's proxy and attorney-in-fact (with full power of substitution),
     for and in the name, place and stead of such Principal Shareholder, to vote
     all of the Principal Shareholder Shares of such Principal Shareholder, or
     grant a consent or approval in respect of such Principal Shareholder
     Shares, at any meeting of shareholders of the Company or at any adjournment
     thereof or in any other circumstances upon which their vote, consent or
     other approval is sought in favor of the approval and adoption of the
     Acquisition Agreement and the Transactions or against any Acquisition
     Proposal (including, without limitation, any Superior Proposal) and any
     Frustrating Transaction.


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               (b) Each Principal Shareholder represents that, except for the
     proxies pursuant to the Sun Support Agreement, none of the proxies (if any)
     heretofore given in respect of any of the Principal Shareholder Shares of
     such Principal Shareholder are irrevocable, and each such Principal
     Shareholder agrees that all such proxies (including the proxies pursuant to
     the Sun Support Agreement) are hereby revoked.

               (c) Each Principal Shareholder hereby affirms that the proxy
     granted by such Principal Shareholder in this Section 5 is coupled with an
     interest and is irrevocable until the earlier of (i) such time as this
     Agreement terminates in accordance with its terms and (ii) consummation of
     the Merger in accordance with the terms of the Acquisition Agreement. Each
     Principal Shareholder hereby further affirms that the proxy granted by such
     Principal Shareholder in this Section 5 is granted in connection with the
     execution of the Acquisition Agreement, is given to secure the performance
     of the duties of such Principal Shareholder under this Agreement, and
     therefore is coupled with an interest.

          6. Grant of Stock Option.

               (a) Each Principal Shareholder hereby grants to Acquisition Corp.
     an irrevocable option (the "Option") to purchase all such Principal
     Shareholder Shares, in the manner set forth below, at an exercise price of
     $9.60 per share, subject to adjustment as provided below (the "Option
     Price").

               (b) Exercise of Option. Acquisition Corp.'s designee may exercise
     the Option, in whole or in part, at any time, or from time to time
     following the occurrence of a Triggering Event (as defined below). In the
     event Acquisition Corp. wishes to exercise the Option, Acquisition Corp.
     shall deliver written notice (the "Exercise Notice") to the Principal
     Shareholder specifying its intention to exercise the Option, the total
     number of Principal Shareholder Shares it wishes to purchase and a date and
     time for the closing of such purchase (an "Option Closing") not less than
     three nor more than 30 Business Days after the date such Exercise Notice is
     given; provided, however, that if any waiting period under the HSR Act
     applicable to the Transaction or the purchase of the Principal Shareholder
     Shares pursuant to the Option shall not have expired or terminated by the
     date specified in the Exercise Notice for the Option Closing, then the
     Option Closing shall occur within one Business Day following such
     expiration or termination. The term "Triggering Event" means the
     termination of the Acquisition Agreement either (i) by Parent or
     Acquisition Corp. in accordance with Section 8.03(c) of the Acquisition
     Agreement or (ii) by the Company for any reason (other than in accordance
     with Section 8.04(a) or Section 8.04(b) of the Acquisition Agreement). In
     the event that Acquisition Corp. exercises the Option following a
     termination of the Acquisition Agreement by the Company (other than a
     termination in accordance with Section 8.04(c) of the Acquisition
     Agreement), then Acquisition Corp. shall use its reasonable best efforts to
     acquire the remaining shares of Company Common Stock not held by it or its
     affiliates at a price equal to $9.60 per share at the earliest practicable
     date following the Option Closing.

               (c) Payment of Option Price and Delivery of Certificate. Any
     Option Closing under Section 6(b) shall be held at the offices of Skadden,
     Arps, Slate, Meagher


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     & Flom LLP, Four Times Square, New York, NY 10036. At any Option Closing
     hereunder, (i) Acquisition Corp. or its designee will make payment to the
     Principal Shareholder of the aggregate price for the Principal Shareholder
     Shares being so purchased by delivery of a certified check, official bank
     check or wire transfer of funds pursuant to the Principal Shareholder's
     instructions payable to the Principal Shareholder in an amount equal to the
     product obtained by multiplying the Option Price by the number of Principal
     Shareholder Shares to be purchased, and (ii) upon receipt of such payment,
     the Principal Shareholder will deliver to Acquisition Corp. or its designee
     a certificate or certificates representing the number of validly issued,
     fully paid and non-assessable Principal Shareholder Shares so purchased, in
     the denominations and registered in such names designated to the Principal
     Shareholder in writing by Acquisition Corp., along with all appropriate and
     effective instruments of transfer.

               (d) Adjustments Upon Changes in Capitalization. In the event of
     any change in the number of Outstanding Common Shares by reason of any
     stock dividend, stock split, recapitalization, merger, rights offering,
     share exchange or other change in the corporate or capital structure of the
     Company, Acquisition Corp. shall receive, upon exercise of the Option, the
     stock or other securities, cash or property to which Acquisition Corp.
     would have been entitled if it had exercised the Option and had been a
     holder of record of Company Common Stock on the record date fixed for
     determination of holders of Company Common Stock entitled to receive such
     stock or other securities, cash or property and the Option Price shall be
     adjusted appropriately.

          7. Further Assurances. Solely for the purpose of facilitating the
enforcement of each Principal Shareholder's obligations hereunder, each
Principal Shareholder will, from time to time, execute and deliver, or cause to
be executed and delivered, such additional or further transfers, assignments,
endorsements, consents and other instruments as Parent or Acquisition Corp. may
reasonably request for the purpose of effectively carrying out the transactions
contemplated by this Agreement and to vest the power to vote the Principal
Shareholder Shares of such Principal Shareholder as contemplated by Section 3.
Each of Parent and Acquisition Corp. hereby agrees to use reasonable efforts to
take, or cause to be taken, all actions necessary to comply promptly with all
legal requirements that may be imposed with respect to the transactions
contemplated by this Agreement (including, without limitation, any legal
requirements of the HSR Act).

          8. Name and Likeness. Robert M. Goodfriend hereby grants to the
Company and its Subsidiaries the exclusive right to use his name and likeness,
including without limitation any and all trademark rights thereof, in connection
with the Company's and its Subsidiaries' advertising, marketing and sales
programs in any and all media formats (now existing or hereafter developed) for
a period of six months after the Offer Payment Date; provided however that the
Company and its Subsidiaries shall not use such name and likeness in a manner
substantially inconsistent with the current and currently proposed use of such
person's name and likeness, including without limitation the current use and
currently proposed use set forth in existing plans of the Company and its
Subsidiaries relating to such programs.

          9. Assignment; Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by


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operation of law or otherwise) without the prior written consent of the holders
of a majority of Company Common Stock owned by the Principal Shareholders.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of, and be enforceable by, the parties hereto and their
respective successors and assigns. Notwithstanding anything in this Section 9 to
the contrary, each of Parent and Acquisition Corp. shall have the right to
assign all or any portion of its respective rights, interests and obligations
hereunder (a) to any of its respective affiliates and/or (b) as collateral
security to any Person who may provide financing to Parent for the Transactions,
in each case without the prior written consent of any of the other parties
hereto; provided that no such assignment shall relieve Parent or Acquisition
Corp. of any of its respective obligations hereunder to the extent such assignee
does not perform such obligations; provided, further, the rights of the assignee
will be subject to all defenses, excuses, claims and counterclaims assertable
against Parent or Acquisition Corp., as applicable. Notwithstanding anything
contained in this Agreement to the contrary, nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the parties
hereto or their respective heirs, successors, executors, administrators and
permitted assigns any rights, remedies, obligations or liabilities under or by
reason of this Agreement.

          10. Non-Competition and Non-Solicitation. In consideration of Parent's
and Acquisition Corp.'s agreement to enter into this Agreement and the
Acquisition Agreement, and as a condition thereto, each Principal Shareholder
covenants and agrees as follows:

               (a) Each Principal Shareholder hereby acknowledges that it is or
     may be familiar with the Companies' trade secrets and with other
     confidential information and such Principal Shareholder acknowledges and
     agrees that Parent, Acquisition Corp., the Company and their respective
     Subsidiaries would be irreparably damaged if it were to provide services to
     or otherwise participate in the business of any person competing with the
     Company or any of its Subsidiaries in a similar business and that any such
     competition by such Principal Shareholder would result in a significant
     loss of goodwill by Parent, Acquisition Corp., the Company and their
     Subsidiaries.

               (b) From the date hereof through and including the date eighteen
     months after the Offer Payment Date, no Principal Shareholder or any of its
     affiliates shall, directly or indirectly, own any interest in, manage,
     control, participate in (whether as an officer, director, employee,
     partner, agent, representative or otherwise), consult with, render services
     for, or in any other manner engage, anywhere in the Restricted Territories
     in any business engaged directly or indirectly the ownership or operation
     of retail clothing stores or other sales outlets providing similar clothing
     goods and services as those provided by the Company and its Subsidiaries;
     provided that nothing herein shall prohibit (x) such Principal Shareholder
     or any of its affiliates from being a passive owner of not more than 2% of
     the outstanding stock of any class of a corporation which is publicly
     traded so long as none of such Persons has any active participation in the
     business of such corporation or (y) Jeffrey A. Goodfriend from owning any
     interest in, managing, or controlling, participating in, consulting with,
     rendering services for, or engaging in any business; provided that during
     such eighteen-month period Jeffrey A. Goodfriend shall not, directly or
     indirectly, own or have voting control over any retail clothing stores or
     other sales outlets providing similar clothing goods and services as those
     provided by the Company and its Subsidiaries with more than 20 stores. From
     the


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     date hereof through and including the third anniversary of the Offer
     Payment Date, no Principal Shareholder or any of its affiliates shall,
     directly or indirectly, use the name "Goodfriend," "Goody's," or any
     derivative thereof or Robert M. Goodfriend's or his immediate family
     members' names or likenesses in any business. From and after the date
     hereof, no Principal Shareholder shall, directly or indirectly, use the
     name "Goody's" in any business in the clothing industry so long as the
     Company or any of its affiliates, successors or assigns is then using such
     name. For purposes of this Agreement, "Restricted Territories" shall mean
     the States of Alabama, Arizona, Delaware, Florida, Georgia, Iowa, Illinois,
     Indiana, Kentucky, Kansas, Louisiana, Missouri, Mississippi, North
     Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Virginia, West
     Virginia and any other state the Company or any of its Subsidiaries
     currently proposes to conduct business. Each Principal Shareholder
     acknowledges that the Company's and its Subsidiaries' businesses has been
     conducted or is presently proposed to be conducted throughout the
     Restricted Territories and that the geographic restrictions set forth above
     are reasonable and necessary to protect the goodwill of the Company's and
     its Subsidiaries' businesses.

               (c) From the date hereof through and including the date eighteen
     months after the Offer Payment Date, no Principal Shareholder or any of
     their affiliates shall, directly, or indirectly through another Person, (A)
     induce or attempt to induce any employee of the any Company or its
     Subsidiaries or affiliates to leave the employ of such Company or any of
     its Subsidiaries or affiliates, or in any way interfere with the
     relationship between the Company or any of its Subsidiaries or affiliates
     and any employee thereof, (B) hire any person who was an employee of the
     Company or any of its Subsidiaries or affiliates at any time during the
     one-year period immediately prior to the Offer Payment Date (it being
     conclusively presumed by the parties so as to avoid any disputes under this
     Section 10(c) that any such hiring within such one-year period is in
     violation of clause (A) above) unless such employee was identified on
     Schedule B hereto and was terminated by the Company or voluntarily
     terminated employment; provided, however, that, nothing in this Section
     10(c) shall be construed to prohibit any Principal Shareholder or any of
     their affiliates from hiring any other Principal Shareholder whose
     employment has been terminated whether voluntarily or not, so long as such
     hiring does not violate any other provisions of this Agreement, including
     without limitation Section 10(b), or (C) for so long as such Principal
     Shareholder has continuing obligations under Section 10(c) above, call on,
     solicit or service any supplier, licensee, licensor or other business
     relation of the Company or any of its Subsidiaries or affiliates (including
     any Person that was a supplier or other potential business relation of the
     Company or any of its Subsidiaries or affiliates at any time during the
     one-year period immediately prior to such call, solicit or service), induce
     or attempt to induce such Person to cease doing business with the Company
     or any of its Subsidiaries or affiliates, or in any way interfere with the
     relationship between any such customer, supplier, licensee or business
     relation and the Company or any of its Subsidiaries or affiliates
     (including making any negative statements or communications about the
     Company or any of its Subsidiaries or affiliates).

               (d) Each Principal Shareholder agrees that it shall not (and
     shall cause its affiliates not to) (i) make any negative statement or
     communication regarding Parent, Acquisition Corp. the Company or any of
     their respective Subsidiaries, affiliates or


                                       10
<PAGE>
     employees with the intent to harm the Parent, Acquisition Corp., the
     Company or any of their respective Subsidiaries or (ii) make any derogatory
     or disparaging statement or communication regarding Parent, Acquisition
     Corp., the Company or any of their respective Subsidiaries, affiliates or
     employees; provided, however, that the covenants contained in this Section
     10(d) shall not be construed so as to prohibit any Principal Shareholder
     from giving truthful, sworn testimony pursuant any legal or judicial
     proceeding.

               (e) If, at the time of enforcement of the covenants contained in
     this Section 10 (the "Restrictive Covenants"), a court shall hold that the
     duration, scope or area restrictions stated herein are unreasonable under
     circumstances then existing, the parties agree that the maximum duration,
     scope or area reasonable under such circumstances shall be substituted for
     the stated duration, scope or area and that the court shall be allowed and
     directed to revise the restrictions contained herein to cover the maximum
     period, scope and area permitted by law. Each Principal Shareholder has
     consulted with legal counsel regarding the Restrictive Covenants and based
     on such consultation has determined and hereby acknowledges that the
     Restrictive Covenants are reasonable in terms of duration, scope and area
     restrictions and are necessary to protect the goodwill of the Company's and
     its Subsidiaries' businesses and the substantial investment in the Company
     made by Parent and Acquisition Corp. hereunder. Each Principal Shareholder
     further acknowledges and agrees that the Restrictive Covenants are being
     entered into by it in connection with the proposed sale of Common Shares
     pursuant to the Acquisition Agreement and not directly or indirectly in
     connection with such Principal Shareholders' employment or other
     relationship with the Company or any of its Subsidiaries.

               (f) If any Principal Shareholder or an affiliate of a Principal
     Shareholder breaches, or threatens to commit a breach of, any of the
     Restrictive Covenants, the Company shall have the following rights and
     remedies, each of which rights and remedies shall be independent of the
     others and severally enforceable, and each of which is in addition to, and
     not in lieu of, any other rights and remedies available to Parent,
     Acquisition Corp., the Company or any of its affiliates at law or in
     equity:

               (i) the right and remedy to have the Restrictive Covenants
     specifically enforced by any court of competent jurisdiction, it being
     agreed that any breach or threatened breach of the Restrictive Covenants
     would cause irreparable injury to Parent, Acquisition Corp. and the Company
     and that money damages would not provide an adequate remedy to the Parent,
     Acquisition Corp. and the Company; and

               (ii) the right and remedy to require any Principal Shareholder to
     account for and pay over to the Company any profits, monies, accruals,
     increments or other benefits derived or received by such person as the
     result of any transactions constituting a breach of the Restrictive
     Covenants.

               (g) In the event of any breach or violation by a Principal
     Shareholder of any of the Restrictive Covenants, the time period of such
     covenant with respect to such


                                       11
<PAGE>
     breaching Principal Shareholder shall be extended for one day for each day
     of such breach or violation.

          11. General Provisions.

               (a) Expenses. Subject to the terms of the Acquisition Agreement,
     all costs and expenses incurred in connection with this Agreement and the
     transactions contemplated hereby shall be paid by the party incurring such
     expense.

               (b) Amendments. This Agreement may not be amended except by an
     instrument in writing signed by Parent, Acquisition Corp. and the holders
     of a majority of Company Common Stock owned by the Principal Shareholders.

               (c) Notices. All notices, requests, demands and other
     communications hereunder shall be in writing and shall be given (and shall
     be deemed to have been duly given upon receipt) by delivery in Person, by
     facsimile or by registered or certified mail (postage prepaid, return
     receipt requested) or by a nationally recognized overnight courier service
     to the respective parties at the following addresses (or at such other
     address for a party as shall be specified in a notice given in accordance
     with this Section 11(c)):

          (i)  if to Parent or to Acquisition Corp., to:

               GF Goods Inc.
               GF Acquisition Corp.
               c/o GMM Capital LLC
               689 Fifth Avenue, 14th Floor
               New York, NY 10022
               Attention: Isaac Dabah
               Telecopy: (212) 688-6288

               c/o Prentice Capital Management, LP
               632 Fifth Avenue, 32nd Floor
               New York, NY 10022
               Attention: Michael Zimmerman
               Telecopy: (212) 756-1480

               with a copy to:

               Skadden, Arps, Slate, Meagher & Flom LLP
               Four Times Square
               New York, NY 10036
               Attention: Thomas W. Greenberg
               Telecopy: (212) 735-2000

               and


                                       12
<PAGE>
          (ii) if to a Principal Shareholder, to the address set forth under the
               name of such Principal Shareholder on Schedule A hereto.

               (d) Interpretation; Construction. When a reference is made in
     this Agreement to a Section, such reference shall be to a Section of this
     Agreement unless otherwise indicated. The headings contained in this
     Agreement are for reference purposes only and shall not affect in any way
     the meaning or interpretation of this Agreement. Wherever the words
     "include," "includes" or "including" are used in this Agreement, they shall
     be deemed to be followed by the words "without limitation." This Agreement
     and any documents or instruments delivered pursuant hereto or in connection
     herewith shall be construed without regard to the identity of the Person
     who drafted the various provisions of the same. Each and every provision of
     this Agreement and such other documents and instruments shall be construed
     as though all of the parties participated equally in the drafting of the
     same. Consequently, the parties acknowledge and agree that any rule of
     construction that a document is to be construed against the drafting party
     shall not be applicable to this Agreement or such other documents and
     instruments.

               (e) Counterparts. This Agreement may be executed and delivered
     (including by facsimile transmission) in one or more counterparts, and by
     the different parties hereto in separate counterparts, each of which when
     executed and delivered shall be deemed to be an original, but all of which
     taken together shall constitute one and the same agreement.

               (f) Entire Agreement. This Agreement and the documents and
     instruments referred to herein constitute the entire agreement among the
     parties hereto with respect to the subject matter hereof and supersedes all
     prior agreements and understandings, both written and oral, among such
     parties with respect to the subject matter hereof.

               (g) Governing Law; Waiver of Jury Trial. The provisions of this
     agreement and the documents delivered pursuant hereto shall be governed by
     and construed in accordance with the Laws of the State of Tennessee
     (excluding any conflict of Law, rule or principle that would refer to the
     Laws of another jurisdiction). EACH PARTY HERETO HEREBY IRREVOCABLY AND
     UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
     EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING
     HEREUNDER.

               (h) Public Announcements. The Principal Shareholders shall
     consult Parent, Acquisition Corp. and the Company before issuing any press
     release or otherwise making any public statement with respect to this
     Agreement, any of the other Transaction Agreements or any of the
     Transactions. Prior to the Closing, no Principal Shareholder shall issue
     any press release or otherwise make any public statement without the prior
     written consent of Parent and Acquisition Corp., except as may be required
     by Law or any listing agreement with the Nasdaq or any national securities
     exchange to which the


                                       13
<PAGE>
     Company is a party and, in such case, shall consult with Parent and
     Acquisition Corp. prior to such release or statement being issued.

               (i) Third-Party Beneficiary. The Company is an intended third
     party beneficiary of this Agreement and may enforce all rights and remedies
     of the Company hereunder.

          12. Shareholder Capacity. No Person executing this Agreement who,
during the term hereof, is or becomes a director or officer of the Company makes
any agreement or understanding herein in his or her capacity as a director or
officer of the Company. Each Principal Shareholder signs solely in his, her or
its capacity as the record holder and beneficial owner of, or the trustee of a
trust whose beneficiaries are the beneficial owners of, Principal Shareholder
Shares.

          13. Enforcement. Each of the parties hereto agree that irreparable
damage will occur in the event that any of the provisions of this Agreement are
not performed in accordance with their specific terms or are otherwise breached.
It is accordingly agreed that each of the parties to this Agreement shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in a
court of the United States in addition to any other remedy to which they are
entitled at law or in equity.

          14. Severability. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be interpreted
to be only so broad as is enforceable.

          15. Termination. Subject to the two last sentences of this Section 15,
the provisions of Sections 3, 4, 5, 6, 7, 8 and 10 shall terminate automatically
and be of no further force or effect upon a valid termination of the Acquisition
Agreement; provided, however, nothing herein shall relieve any party hereto from
liability for fraud or a material and intentional breach of any such provision
prior to such termination. Notwithstanding anything to the contrary in this
Agreement, Section 3(a) and Section 6 shall survive a termination of the
Acquisition Agreement that constitutes a Triggering Event for a period of 30
Business Days following the occurrence of the Triggering Event. In the event
Acquisition Corp. has provided any Principal Shareholder with an Exercise Notice
prior to the termination of Section 3(a) and Section 6 pursuant to this Section
15, then notwithstanding anything to the contrary in this Agreement, Section
3(a) and Section 6 shall survive the time at which they would otherwise
terminate pursuant to this Section 15 with respect to any Principal Shareholder
Shares subject to such Exercise Notice until the Option Closing.

                                    * * * * *


                                       14
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the date first written above.

                                        GF Goods Inc.


                                        By:
                                            ------------------------------------
                                        Name: Isaac Dabah
                                        Title: Chief Executive Officer


                                        GF Acquisition Corp.


                                        By:
                                            ------------------------------------
                                        Name: Isaac Dabah
                                        Title: Chief Executive Officer
<PAGE>
                                        PRINCIPAL SHAREHOLDERS:


                                        ----------------------------------------
                                        Robert M. Goodfriend


                                        ----------------------------------------
                                        Wendy S. Goodfriend


                                        ----------------------------------------
                                        Jeffrey A. Goodfriend


                                        THE STACEY ALYSSA GOODFRIEND SUBCHAPTER
                                        S TRUST, DATED JANUARY 23, 1991


                                        By:
                                            ------------------------------------
                                            Bob Ivins
                                            Its Trustee


                                        THE JEFFREY ALAN GOODFRIEND SUBCHAPTER S
                                        TRUST, DATED JANUARY 23, 1991


                                        By:
                                            ------------------------------------
                                            Bob Ivins
                                            Its Trustee


                                        THE GOODFRIEND FOUNDATION


                                        By:
                                            ------------------------------------
                                            Robert M. Goodfriend
                                            Its President


                                       16
<PAGE>
                                   SCHEDULE A

<TABLE>
<CAPTION>
                            Number of Shares of
                            Outstanding Common      Number of Options
Name and Address of         Shares Owned by         Described in Section
Principal Shareholder       Principal Shareholder   3(b)(1)                Number of Other Options
---------------------       ---------------------   --------------------   -----------------------
<S>                         <C>                     <C>                    <C>
Robert M. Goodfriend        12,098,330              750,000                75,000

Robert M. Goodfriend &      22,500                  0                      0
Wendy S. Goodfriend

Jeffrey A. Goodfriend       0                       15,000                 9,000

The Stacey Alyssa           317,270                                        0
Goodfriend Subchapter
S Trust,
dated January 23, 1991

The Jeffrey Alan            317,270                 0                      0
Goodfriend Subchapter
S Trust,
dated January 23, 1991

The Goodfriend Foundation   1,000,000               0                      0
</TABLE>


                                       17
<PAGE>
                                   SCHEDULE B

Jeffrey Alan Goodfriend
Randy Mullins
Steve Gobrecht
Ed Carlin
Fred Mershad
Josh Chrusciel
Bob Whaley
Phil Dangel
George Baltazar
Robert M. Goodfriend


                                       18