EXHIBIT 10.6

A copy of Salary Continuation Plan for Mark W. McCutcheon dated
May 15, 2002.


                            SALARY CONTINUATION PLAN


WHEREAS, the Board of Directors of Golden Enterprises, Inc.
(hereinafter referred to as the "CORPORATION") consider
it desirable and in the best interests of the CORPORATION
that it adopt a Salary Continuation Plan for Mark W.
McCutcheon (hereinafter referred to as
"MCCUTCHEON"), Chief Executive Officer ("CEO") of the
CORPORATION, in order to provide encouragement to
MCCUTCHEON to continue his employment, and to further
secure his association with the CORPORATION and its
subsidiary, as an employee on a long-term basis; and

WHEREAS, the said MCCUTCHEON performs significant executive
and managerial services as CEO of the CORPORATION, and it is to the
best interest of the CORPORATION to adopt a Salary Continuation
Plan for MCCUTCHEON in order to secure his continued services
to the CORPORATION
and its wholly owned subsidiary; and

WHEREAS, the Board of Directors of the CORPORATION consider it desirable
and in the best interests of the CORPORATION that it adopt a Salary
Continuation Plan providing for payments to MCCUTCHEON in the event of
his retirement, death or disability; and

WHEREAS, the Board of Directors of the CORPORATION consider it desirable
and in the best interests of the CORPORATION that it adopt the Mark
McCutcheon Salary Continuation Trust (the "Trust"), which will qualify
as a "Rabbi" trust pursuant to the Internal Revenue Code,
regulations, rulings or pronouncements thereto to
fund some or all of the benefits hereunder on a yearly basis.

NOW, THEREFORE, the CORPORATION hereby adopts a Salary
Continuation Plan as follows:

1. MCCUTCHEON was at the time of the adoption of
this plan, 47 years of age, and his "Retirement" as
contemplated by this Plan shall occur upon the 31st
day of May following his sixty-fifth (65th) birthday.


2. If MCCUTCHEON remains employed until Retirement,
then upon Retirement the CORPORATION, or its subsidiary,
shall pay to MCCUTCHEON an annual amount equal to One
Hundred Twenty Thousand and No/100 Dollars ($120,000.00),
adjusted pursuant to Section 5 hereof which shall be paid in
equal monthly payments of Ten Thousand and No/100 Dollars
($10,000.00) (or such adjusted monthly amount) for One
Hundred Eighty (180) months.  In the event MCCUTCHEON
should die after Retirement, any unpaid balance of the
amount as provided in this Section 2 shall be paid to
the designated Beneficiary.

3. In the event MCCUTCHEON should die while employed
with the CORPORATION, or a subsidiary thereof, or after
becoming totally disabled, as defined herein, but prior to
attainment of age sixty-five (65), the CORPORATION shall
pay to his designated Beneficiary, an annual amount equal
to One Hundred Twenty Thousand and No/100 Dollars
($120,000.00), adjusted pursuant to Section 5 hereof
which shall be paid in equal monthly payments of Ten
Thousand and No/100 Dollars ($10,000.00) (or such adjusted
monthly amount) for One Hundred Eighty (180) months or
until the date that MCCUTCHEON would have attained his
sixty-fifth (65th) birthday, whichever is the later.

4. In the event MCCUTCHEON should become totally
disabled, as defined herein, while employed with the
CORPORATION or its subsidiary, the CORPORATION or its
subsidiary shall pay to MCCUTCHEON an annual amount
equal to:


(a) One Hundred Twenty Thousand and No/100 Dollars ($120,000.00),
adjusted pursuant to Section 5 hereof which shall be paid
in equal monthly payments of Ten Thousand and No/100
Dollars ($10,000.00) (or such adjusted monthly amount)
to MCCUTCHEON until he attains age sixty-five (65),
provided however, that the monthly payment shall be
reduced by the sum of all disability payments received
by MCCUTCHEON from all sources, including but not limited to,
Social Security Disability Benefits and Long Term Disability
Benefits payable by any insurance company, which are funded
in whole or in part by premium payments or contributions
made by the CORPORATION or its subsidiaries.
Notwithstanding the foregoing, any payments received by
MCCUTCHEON from the CORPORATION or its subsidiaries'
Profit Sharing Plan and Employee Stock Ownership
Plan shall not reduce the monthly payment.

(b) Upon attainment of age 65, after becoming totally disabled,
MCCUTCHEON shall be paid an annual amount equal to One Hundred
Twenty Thousand and No/100 Dollars ($120,000.00), adjusted
pursuant to Section 5 hereof which shall be paid in equal monthly
payments of Ten Thousand and No/100 Dollars ($10,000.00)
(or such adjusted monthly amount) for One Hundred Eighty (180)
months.  In the event MCCUTCHEON should die after attaining age s
ixty-five (65), any unpaid balance of the amount
as provided in this Section 3(b) shall be paid to the
designated Beneficiary.

5.	The annual amount to be paid by Corporation
to MCCUTCHEON or his beneficiaries pursuant to
Sections 2, 3, and/or 4 above, shall be adjusted by
Corporation, on a yearly basis.  The yearly
adjustment to the annual amount (which begins at
$120,000) shall be made in April of each year
beginning in 2003.  Such adjustment shall be the
three year average of the yearly percentage
change in the Price Index, as issued by the U. S.
Department of Labor, Bureau of Labor Statistics.

For purposes herein Price Index shall mean the
"Consumer Price Index for All Urban Consumers,
All Items" issued and published by the United
States Department of Labor, Bureau of Labor
Statistics or any successor index thereto.
Notwithstanding the above, in no event shall
the percentage increase in the annual amount
for any one year exceed five percent (5%), nor
shall there be an decrease in the annual amount.
An example of the adjustment set forth in this
Section 5 is attached hereto as Exhibit 1.

   The CORPORATION shall contribute not less
than $10,000 per year to the Trust to fund
the death, disability and/or retirement benefits of
MCCUTCHEON.  The CORPORATION shall be designated
as the Trustee of the Trust and shall manage the
Trust pursuant to the terms and conditions of
the Trust Agreement, which is attached hereto.
Any amounts remaining in the Trust after the
payment of all benefits due MCCUTCHEON, or his
beneficiary(ies) hereunder shall, to the extent
allowable pursuant to the Trust Agreement, be
returned to the CORPORATION.


5. In the event of MCCUTCHEON's death,
the payments undertaken by the CORPORATION
shall be paid to the Beneficiary of MCCUTCHEON
as designated on the attached Beneficiary
designation Form.  In the event no designated
Beneficiary survives MCCUTCHEON, or does not
live to receive all payments due hereunder,
the remaining payments shall be made to
the person or persons entitled to share
in MCCUTCHEON's estate under the Laws of
Descent and Distribution of the State of Alabama.

6. This Plan shall not be construed or
interpreted as an agreement of employment, and
nothing contained herein shall be construed to
prohibit the CORPORATION or its subsidiary from
terminating the employment of MCCUTCHEON for
any reason at any time.  The benefits to be
provided by the Plan shall be deemed as "unfunded"
for purposes of the Internal Revenue Code of
1986 and the Employee Retirement Income
Security Act.

7. MCCUTCHEON's rights under this Plan are
nonassignable and he shall have no interest in any
specified fund, contract, investment or other a
ssets of the CORPORATION or its subsidiary except
as set forth in the Trust Agreement.  All rights
and obligations of both parties shall terminate
upon MCCUTCHEON's termination of employment with
the CORPORATION or its subsidiary for reasons
other than death, retirement or total disability.
MCCUTCHEON acknowledges that for purposes of the
payment of the benefits hereunder, MCCUTCHEON is
to be regarded as a general creditor of the
CORPORATION and all amounts due MCCUTCHEON
are subject to the potential claims of CORPORATION's
creditors.  MCCUTCHEON further acknowledges that
all assets held in the Trust are subject to the
creditors of the CORPORATION.

8. "Total Disability" means that due to
injuries or sickness, MCCUTCHEON is not able
to perform the substantial and material duties of
his occupation as CEO of CORPORATION and is
receiving care by a Physician which is
appropriate for the condition causing the disability.



9. This Plan shall be subject to termination
at any time prior to death, disability or retirement
of MCCUTCHEON by Resolution of the Board of
Directors of the CORPORATION in which event MCCUTCHEON
shall have no interest in any specific fund, contract,
investment or other assets of the CORPORATION or
its subsidiary except as may be set forth in the
Trust Agreement.  Notwithstanding the foregoing, in the
event a majority of the Employer's stock is not owned,
directly or indirectly, by Sloan Y. Bashinsky, Sr., his
estate, any testamentary trust of Sloan Y. Bashinsky,
Sr. or SYB, Inc. (a "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.

10. To the extent the Trust has insufficient
assets to pay MCCUTCHEON or his beneficiary(ies)
the benefits due hereunder, the CORPORATION shall
pay such benefits from its general assets.

Dated this the 15 day of May, 2002.

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


                 By	/S/ JOHN S. STEIN
                    John S. Stein
                    Chairman





                          BENEFICIARY DESIGNATION
                         SALARY CONTINUATION PLAN
                          RETIREMENT AND DISABILITY

Mark W. McCutcheon designates the following as Beneficiary of
benefits under the Salary Continuation Plan.

All designations may be changed by Mark W. McCutcheon
upon his completion of Corporation's then current form which is delivered
to the Corporation during Mark W. McCutcheon's lifetime.

A. Terri Culver McCutcheon, spouse of Mark W. McCutcheon,
          if living at the time of death of Mark W. McCutcheon.

B. If Terri Culver McCutcheon should die before Mark W.
        McCutcheon or before all payments are made to her,
        then to the Trustee of the  Family Trust, as designated under
        the Last Will and Testament of Mark W. McCutcheon.

Payments made to the Trustee shall fully discharge Corporation's
        obligation and Corporation shall not be responsible for the
         application of the monies so paid.

C. If the Family Trust designated under the Last Will and
        Testament of Mark W. McCutcheon for any reason is not
        created or the Last Will and Testament of Mark W.
        McCutcheon creates no Family Trust, then payments shall
        be made to my daughters, Meagan Carol McCutcheon and
        Whitney Gail McCutcheon, in equal shares, or to their
        descendants on a per stirpes basis.

May 15, 2002    /S/ MARK W. MCCUTCHEON
DATED		       MARK W. MCCUTCHEON - EMPLOYEE

Received by Corporation:

By	/S/ JOHN S. STEIN
John S. Stein
Chairman

The beneficiary designation is executed in duplicate and
Mark W. McCutcheon acknowledges receipt of one copy.

                                 /S/ MARK W. MCCUTCHEON
                                     MARK W. MCCUTCHEON - EMPLOYEE

EXHIBIT 1
EXAMPLE OF YEARLY ADJUSTMENT


The Corporation will make the first adjustment in April 2003.
The percentage change in the Price Index for the relevant
years ended December 31 are as follows:

2002		2.7% (assumed)
2001		1.6%*
2000		3.4%*

The average Price Index of the three years is 2.6%
([3.4 + 1.6 + 2.7] - 3).  Thus, the percentage adjustment to
the annual and monthly amount for April 2003 will be 2.6%.
The annual amount pursuant to Sections 2, 3 and 4 will be
increased to 123,120 (120,000 x 1.026), paid in equal monthly
installments of 10,260.


* As published by the United States Department of Labor,
Bureau of Labor Statistics.