EXHIBIT 10.3

A copy of Amendment to Salary Continuation Plan, Retirement and Disability
 for John S. Stein dated April 9, 2002.

                                      AMENDMENT
                       TO SALARY CONTINUATION PLAN,
                          RETIREMENT AND DISABILITY


WHEREAS, Golden Enterprises, Inc. ("Employer") and John S. Stein
("Employee") entered into a Salary Continuation Plan, Retirement and
Disability
("Plan"); and

WHEREAS, such Plan is still in force and effect; and

WHEREAS, pursuant to the terms of the Plan, such agreement could
be terminated without further liability of Employer at any time by the
Employer's
Board of Directors; and

WHEREAS, Employer and Employee wish to add additional terms to
the Plan and acknowledge certain original terms and intention
of the Employer and Employee with regard to the Plan.

NOW, THEREFORE, Employer and Employee hereby amend and
acknowledge portions of the Plan as follows:

1. Employer and Employee hereby acknowledge and agree that
Employer has not created and will not in the future create a
separate fund for the payment of deferred compensation amounts
due to be paid to Employee pursuant
to the terms of the Plan.

2. The Employee acknowledges and agrees that for the purposes of
the payment of the deferred compensation payments due Employee
 pursuant to the terms of the Plan, Employee is to be regarded
as a general creditor of the Employer, and that all
amounts due Employee are subject to the potential
claims of Employer's
creditors.


3. Employer and Employee hereby agree that upon Employee's retirement,
the deferred compensation payments due Employee can only be
terminated by Employer due to Employee's "competing"
against Employer.  "Competing" against Employer shall
be defined as Employee being in the employ of, consulting for o
r providing any beneficial services (other than investing
in the stock or equity of a publically-held corporation or
entity, if such investment is less than 1% of the outstanding
publically-held stock or equity) for any company or entity
that provides goods and/or services similar to Employer.

4. Employer and Employee hereby agree that the Plan may be
terminated by the Employer's Board of Directors at any time
prior to retirement without further liability to Employer,
however, in the event a majority of the Employer's stock is not
owned, directly or indirectly, by Sloan Y. Bashinsky, Sr.
("Change of Control"), then
upon the date of such Change of Control, the Plan shall
not be terminable for any reason (but shall remain
subject to potential claims of the Company creditors)
and the Board of Directors shall not retain any
ability to terminate the Plan.

Dated this the 9th day of April, 2002.

                          BY ORDER OF THE BOARD OF DIRECTORS
                          GOLDEN ENTERPRISES, INC.


                          By	/S/ MARK W. MCCUTCHEON
                                  Mark W. McCutcheon
                                  President


                             /S/ JOHN S. STEIN
                                John S. Stein - Employee