EXHIBIT 10.5

A copy of Retirement and Consulting Agreement for John S. Stein dated
April 9, 2002.


                   RETIREMENT AND CONSULTING AGREEMENT

This Agreement made by and between Golden Enterprises, Inc. ("Company")
 and John S. Stein ("Stein") on this the 1st day of June, 2002.

WHEREAS, Stein has been employed by Company and/or its subsidiaries since
1961, during which time he has served as Chief Executive Officer from 1991 to
2001, as President from 1985 to 1998 and as President of Golden Flake Snack
Foods, Inc. from 1976 to 1991; and

WHEREAS, Stein is presently serving as Chairman of the Board of Directors
of Company, which position he has held since 1996, and has served on the
Company's Board of Directors for 32 years; and

          WHEREAS, Stein desires to retire from his full-time employment on
May 31, 2002; and

WHEREAS, Company wishes to reward Stein for his years of dedicated
and effective service and desires to utilize Stein's expertise and
knowledge as an independent consultant for the Company after Stein's
retirement date, and Company and Stein desire that Stein shall
remain as Chairman of the Board of Directors of Company;

NOW, THEREFORE, Company and Stein hereby agree as follows:

1. Stein shall retire from his regular employment with Company
on the 31st  day of May, 2002.

2. Stein shall continue as the Chairman of the Board of Directors of
Company until such time as Stein (i) resigns such position, (ii)
is not reelected as Chairman of the Board by the Board of
Directors, or (iii) is not reelected to the Board of
Directors by the Company stockholders.


3. (a)	Stein shall provide consulting services to Company, as an
independent contractor, as long as physically and mentally able, on an
as-needed basis by Company in Company's sole discretion.
Notwithstanding the foregoing,  in no event shall Stein be required
to provide services to Company of more than 10 hours per month.
Company shall provide a suitable place of work for Stein,
all of Stein's supplies and support staff needed in providing
such work and shall pay any out-of-pocket expenses of Stein.

(b) In exchange for providing such consulting services and
for his past services to the Company, Company shall pay to Stein,
during the period of time that he continues to serve on the
Board of Directors of the Company, except as otherwise provided
herein, the following compensation:

1. Company shall provide Stein with an automobile pursuant
to the executive auto arrangement as currently in effect for Stein.

2. Company shall reimburse Stein for all COBRA payments
made by Stein, or Stein's spouse, Jeanne Edgar Stein, for the
continued coverage of Stein's spouse from June 1, 2002
until August 31, 2004.

3. Stein and his spouse shall continue to participate in the existing
medical reimbursement plan presently in effect for Stein and his spouse,
with such payments being made by Company to Stein and/or Stein's spouse.

4. Company shall pay for legal and accounting expenses of
Stein up to $2,500 per year, respectively.  Such payment may be
made by payment to Stein for the reimbursement of expenses
previously paid by Stein or by the direct payment of Company,
pursuant to Stein's direction, to Stein's accountant and/or
attorney.


4. Company and Stein agree that after May 31, 2002, under no
circumstances and notwithstanding anything herein to the contrary
shall Stein be considered as an employee of Company.  Thus,
pursuant to Stein's Salary Continuation Plan, dated November 11,
1976, as amended, with Company, Stein shall begin receiving
the benefits pursuant to such Plan of $10,000 per month for
15 years beginning on June 1, 2002.

5. Company and Stein agree that no other amounts shall be due
and payable from Company to Stein except as set forth herein and
except as set forth in any qualified or nonqualified deferred
 compensation plan of Company.

This Agreement approved by the Board of Directors on April 9,
2002 is hereby entered into on this the 9th day April, 2002.

                                GOLDEN ENTERPRISES, INC.

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

                                    /S/ JOHN S. STEIN
                                    John S. Stein



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