AMENDMENT NO. 2
                                    TO
                       MASTER CONSULTING AGREEMENT


     THIS AMENDMENT is made and entered into this 3rd day of July,
1997, by and between NATIONSBANC SERVICES, INC., a North Carolina
corporation ("NBSI"), and FINANCIAL SUPERMARKETS, INC., a Georgia
corporation ("Company").

     WHEREAS, NBSI and Company are parties to a Master Consulting
Agreement dated as of April 3, 1996, pursuant to which Company agreed to
perform certain consulting services with respect to the establishment,
design, construction, operation and marketing of the Banking Centers
opened by NationsBank in Stores in the Geographic Area (the "Master
Consulting Agreement"); and

     WHEREAS, the Master Consulting Agreement was subsequently modified
by that certain Amendment No. 1 to Master Consulting Agreement dated
August 15, 1996; and

     WHEREAS, NBSI, the Company and Winn-Dixie Stores, Inc. subsequently
entered into that certain letter agreement dated March 4, 1997, in which
the parties agreed to amend certain provisions contained in the Master
Agreement between Winn-Dixie and NationsBank and the Master Consulting
Agreement; and

     WHEREAS, the parties now desire to amend certain provisions of the
Master Consulting Agreement as reflected in the letter agreement and as
set forth herein;

     NOW, THEREFORE, in consideration of the premises set forth above and
the mutual covenants set forth below, and other good and valuable
consideration, the receipt and sufficiency of all such consideration
being hereby acknowledged, NBSI and Company agree as follows:

     1.   SECTION 1.01.  Section 1.01 of the Master Consulting Agreement
is hereby amended in its entirety to read as follows:

     CONSULTING SERVICES PROVIDED.  NBSI retains Company to provide
     such consulting services as may be requested by NBSI or any
     NBSI Affiliate from time to time during the term of this
     Agreement with respect to the establishment, opening, design,
     construction, operation, marketing and training related to the
     Banking Centers to be opened by NationsBank in the Geographic
     Area, and Company agrees to render such services if so
     requested.  The general scope of Company's duties hereunder is
     to advise and consult with the officers and employees of NBSI
     Affiliates, as requested, in connection with the design,
     establishment, opening, construction, operation, marketing and
     training related to the Banking Centers.
<PAGE>
     2.   SECTION 1.03.  A new Section 1.03 is hereby added to the Master
Consulting Agreement as follows:

     OTHER CONTRACTORS.  The Company acknowledges that NBSI and
     NationsBank have the continuing right and option to select
     contractors other than the Company to provide site preparation,
     construction, manufacturing and/or installation services for
     all Banking Centers after the first 40 (subject to the
     reasonable approval of Winn-Dixie) and that NBSI and its
     Affiliates may choose not to request any consulting services
     from the Company under this Agreement.

     3.   SECTION 4.01.  Section 4.01 of the Master Consulting Agreement
is hereby amended in part by adding the following to the end of said
Section:

     If NBSI or any NBSI Affiliate requests any specific consulting
     services from the Company after the effective date of this
     Amendment, NBSI shall pay the Company a fee for such services
     in accordance with a schedule to be agreed upon in advance by
     the Company and NBSI.  Such fees shall be in addition to the
     monthly retainer fee specified above which shall be payable
     whether or not the Company provides such services.  The Company
     further acknowledges and agrees that there shall be no
     additional fees due in connection with the Company's handling
     and processing of any notices required to be given or otherwise
     sent to the Company under the Master Agreement between
     NationsBank and Winn-Dixie or the handling and processing of
     Lease Agreements.  NBSI agrees to forward to FSI within ten
     days of execution copies of all Commencement Date Agreements
     entered into between Winn-Dixie and NBSI or any NBSI Affiliate.

     4.   SECTION 4.02.  Section 4.02 of the Master Consulting Agreement,
as well as Exhibit B and Attachment A thereto, are hereby deleted in
their entirety, and the Company hereby releases NBSI and NationsBank,
N.A. from any and all liability for the fees referenced therein as they
relate to Banking Centers 41 and beyond that are opened by NationsBank
under the Master Agreement except with respect to expenses incurred by
the Company in the amount of $24,648 with respect to such Banking Centers
which have been paid concurrently with the execution of this Amendment.

     5.   SECTION 12.01.  Section 12.01 of the Master Consulting
Agreement is amended by deleting it in its entirety and inserting the
following in lieu thereof:

          "12.01  The Company shall indemnify, defend, and hold
     harmless NBSI and the NBSI Affiliates and their respective
     officers, directors, employees, agents, successors and
     permitted assigns from and against any and all claims made, or
     asserted, or threatened by any third party and all related
     losses, expenses, damages, costs and liabilities, including
     reasonable attorneys' fees and expenses incurred in
     investigation or defense, arising out of or related to the

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<PAGE>
     following:  (a) any act or omission by the Company or its
     employees and agents engaged by the Company in the performance
     of the Company's obligations under this Agreement; (b) any
     material breach in a representation, covenant or obligation of
     the Company contained in this Agreement; (c) the Company's
     relationship with its employees or agents or in its capacity as
     an employer; or (d) the Company's failure to comply with any
     federal, state, or local laws, statutes, regulations, rules,
     and ordinances, including but not limited to, non-compliance
     with regard to tax matters, hour and wage matters, employee
     benefit matters and employee law matters.  If the Company
     provides any services as requested under Section 1.01 of this
     Agreement, the Company agrees to indemnify and hold NBSI and
     the NBSI affiliates harmless from and against any and all
     liability, damages, claims, losses, debts, demands, costs and
     expenses, including reasonable attorney's fees, should the
     Company fail to perform any of its obligations under this
     Agreement, and such failure to perform causes NationsBank to
     default under the obligations under the Master Agreement or any
     Lease Agreement.

     6.   SECTION 13.00.  Section 13.01 of the Master Consulting
Agreement is hereby amended in part by revising the first sentence
thereof to read as follows:

          "If the Company provides any services as requested under
     Section 1.01 of this Agreement, the Company shall secure and
     maintain, at its own expense, throughout the entire term of
     this Agreement, the following insurance with the companies
     satisfactory and acceptable to NBSI and shall furnish to NBSI
     certificates evidencing such insurance prior to commencing
     work."

     7.   SECTION 14.01.  Section 14.01 of the Master Consulting
Agreement is hereby amended in part by revising the address for notices
to NBSI to read as follows:

     If to NBSI:

     NationsBanc Services, Inc.
     c/o NationsBank, N.A.
     400 North Ashley Drive, 13th Floor
     Tampa, Florida  33602
     Attn:  Jan Russell
     Facsimile:  (813) 224-3613


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<PAGE>
     and to:

     NationsBanc Services, Inc.
     Corporate Contracts and Procurement
     127 N. Tryon Street
     NC1-018-02-01
     Charlotte, NC  28255

     8.   SECTION 18.01.  Section 18.01 of the Master Consulting
Agreement is hereby deleted in its entirety.

     9.   EFFECTIVE DATE.  The modifications contained in this Amendment
shall be deemed to be effective as of March 4, 1997, and shall apply to
the 41st and all subsequent Banking Centers opened by NationsBank under
its Master Agreement with Winn-Dixie.

     10.  MISCELLANEOUS.  Capitalized terms not otherwise defined herein
shall have the meanings assigned to them in the Master Consulting
Agreement.  Except to the extent expressly amended hereby, the provisions
of the Master Consulting Agreement remain in full force and effect.  This
Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, and all of such together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Amendment and affix their respective
seals hereto, all as of the date first set forth above.

(CORPORATE SEAL)                   FINANCIAL SUPERMARKETS, INC.



ATTEST:_____________________       BY: /s/ J. Alton Wingate
                                      ------------------------------------
TITLE:______________________       TITLE: President and CEO




(CORPORATE SEAL)                   NATIONSBANC SERVICES, INC.



ATTEST:_____________________       BY: /s/ Jan Russell
                                      -----------------------------------
TITLE:______________________       TITLE: Senior Vice President


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