KASN N' KARRY FOOD STORES, INC.

                      SECOND AMENDMENT TO STOCK OPTION AGREEMENT
                                 DATED DECEMBER 1988
                   UNDER RESTATED 1988 MANAGEMENT STOCK OPTION PLAN


               THIS SECOND AMENDMENT to that certain Stock Option Agreement
          dated on or about December 1988 between Kash n' Karry Food
          Stores, Inc. (the "Company"), and the person executing this
          Second Amendment as optionee (the "Optionee"), as amended by that
          certain First Amendment dated as of June 19, 1992 (as so amended,
          the "Option Agreement"), is dated as of December 9, 1993.

               In consideration of the mutual covenants contained herein,
          and other good and valuable consideration, the receipt and
          sufficiency of which is hereby acknowledged, the parties hereto
          agree as follows:

               1.   Amendment.  Appendix A to the Option Agreement is
          hereby amended to extend the Expiration Date to December 27,
          1994.

               2.   Miscellaneous.  This Second Amendment is hereby
          incorporated into and made a part of the Option Agreement as if
          fully set forth therein.  Except as modified herein, the Option
          Agreement remains in full force and effect.  To the extent of any
          conflict between the provisions of this Second Amendment and the
          provisions of the Option Agreement, the provisions of this Second
          Amendment shall govern.

               IN WITNESS WHEREOF, the Company has caused this Second
          Amendment to be executed on its behalf by its officers, and the
          Optionee has hereunto set his or her hand as of the day and year
          first above written.

                                        KASH n' KARRY FOOD STORES, INC.


                                        By:  /s/ Ronald J. Floto
                                            Ronald J. Floto, President
                                            and Chief Executive Officer


                                        OPTIONEE



                                                  Signature


                                                  Print Name

          13/stockopt.ion/K6053-a.93E