Exhibit 10.46

AGREEMENT made as of the 15th day of June, 1997 between GOODY'S FAMILY CLOTHING,
INC. a for-profit corporation organized under the laws of the State of Tennessee
(the "Employer") and ROBERT M. GOODFRIEND (the "Executive").


         WHEREAS, the Executive has performed services for the Employer since
           October 20, 1971;

         WHEREAS, it is intended that the Executive continue to perform services
           for the Employer on the same basis;

         WHEREAS, the Executive is paid on a bi-weekly basis;

         WHEREAS,   the  Employer  wishes  to  provide  the  Executive  with  an
opportunity to defer compensation for work performed with respect to pay periods
beginning June 15, 1997.

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

         1.  Deferred  compensation  for  services.  The  Executive  agrees to a
reduction in his compensation ("Deferred Compensation") commencing June 15, 1997
and the  Employer  agrees to credit him with  Deferred  Compensation  under this
Plan.  Specifically,  the Executive will defer $26,250 per full pay period for a
term of 16-1/2 pay periods for a total Deferred  Compensation amount of $433,125
(the "Account  Balance").  The Deferred  Compensation will be deferred until the
time specified in Section 2, and interest will accrue from the date of crediting
until the date of payment in accordance  with Section 3. Such agreement  relates
only to the deferral of  compensation  for future services and does not obligate
the  Employer to retain the  Executive  or derogate  from its right to alter his
compensation or other terms of employment.

         2. Time and manner of payment. The Executive will have no current right
to receive or to accelerate  the receipt of the payments  described in Section 1
or the interest earnings thereon. Instead, 60 percent of the Executive's Account
Balance plus accrued  interest thereon will be paid to him on the first business
day of the  Employer's  fiscal  year  beginning  after  January  31,  1998.  The
remaining 40 percent of the Executive's  Account  Balance plus accrued  interest
thereon will be paid to him on the first business day of the  Employer's  fiscal
year beginning after January 30, 1999.

         3. Interest on deferred  compensation.  Deferred  Compensation  accrued
under  Section 2 will bear  interest at a rate equal to 9.5  percent  (the prime
rate as listed on June 13, 1997 in the Wall Street  Journal plus one  percentage
point), compounded daily.

         4.  Vesting.  The Executive will be immediately vested in all Deferred

         5.   Designation  of   beneficiary.   The  Executive  may  designate  a
beneficiary  to  receive  any  amounts  that  become  payable  to him under this
Agreement  after his death.  If he fails to designate a  beneficiary,  or if his
designated beneficiary predeceases him, his beneficiary will be deemed to be his
spouse or, if he has no surviving spouse, his estate.

         6. Status of deferred  compensation.  The amounts due to the  Executive
under this  Agreement will not be funded in any way, and the Executive will have
no claim superior to that of general  creditors of the Employer for any payments
to which he is entitled.

         7.  Assignment  or  alienation.  Subject to Section 5, the  Executive's
rights  under this  Agreement  are  personal  to him and may not be  assigned or
alienated,  whether  voluntarily  or  involuntarily,   and  any  such  purported
assignment or alienation shall be void and unenforceable.

         8.  Successors and assigns.  This Agreement is binding upon the heirs,
           executors and administrators of the Executive and on the successors
           and assigns of the Employer.

         9.  Governing law.  This Agreement is governed by the laws of the State
           of Tennessee.

IN WITNESS  WHEREOF,  the Executive has hereunto set his hand and seal,  and the
Employer's duly  authorized  officer has executed this Agreement and affixed the
corporate seal of the Employer as of the date set forth above.

         ___      /s/ Robert M. Goodfriend______________________________
                  Robert M. Goodfriend

[Seal]                     GOODY'S FAMILY CLOTHING, INC.

         By__/s/ Harry M. Call____________________________________________
                  Harry M. Call
                  President and Chief Operating Officer