EXHIBIT 10.4

A copy of Amendment to Salary Continuation Plan, Death Benefits
for John S. Stein dated April 9, 2002.

                                           AMENDMENT
                        TO SALARY CONTINUATION PLAN,
                                         DEATH BENEFITS


WHEREAS, Golden Enterprises, Inc. ("Employer") and
John S. Stein ("Employee") have previously entered into a Salary
Continuation Plan, Death Benefits ("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
 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 or 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





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