MASTER THIRD AMENDMENT TO THE

                DEFERRED COMPENSATION AGREEMENTS

     This Master Third Amendment to the Deferred Compensation
Agreements is entered into this 2nd day of September, 1994, by Kash
n' Karry Food Stores, Inc.

                           BACKGROUND

     In December of 1989, Kash n' Karry Food Stores, Inc., a
Delaware corporation (the "Company"), entered into those certain
Deferred Compensation Agreements with certain of its key employees
(collectively referred to as "Key Employees" and singularly
referred to as "Key Employee"), as subsequently amended by that
certain Master First Amendment dated as of November 11, 1991, and
that certain Master Second Amendment dated as of December 30, 1993
(as so amended, collectively referred to as the "Agreements" and
singularly referred to as "Agreement").  Under subparagraph 7.2 of
each Agreement the Company reserved the right to amend the Plan
with or without consent of the Employee.  The Company, in order to
reward the past and future loyalty and valuable efforts of its Key
Employees, and pursuant to such reserved amendment power, hereby
further amends the Agreements as set forth below.


                              TERMS

     1.   Subparagraph 1.6 is hereby amended by adding the
following sentence immediately after clause (e) thereof:

          Notwithstanding any contrary provision herein, no
     Change in Control shall occur by reason of, or as a
     result of, the consummation of the capital restructuring
     plan as described in the Company's recent reports on Form
     8-K dated May 12, 1994, and July 27, 1994, filed with the
     U.S. Securities and Exchange Commission, on the terms
     described therein or on such other terms and conditions
     as the Company may approve, including, without
     limitation, the consummation of an exchange offer between
     the Company and the holders of 14% Subordinated
     Debentures due February 1, 2001, pursuant to which such
     holders would receive common stock of the Company in
     exchange for outstanding debentures, the exercise of
     voting rights by the holders of common stock issued
     pursuant to such exchange offer as a result of which the
     persons who constitute the Incumbent Board as of the date
     hereof cease to constitute at least two-thirds of the
     Board of Directors, the filing by the Company of a
     voluntary petition under Chapter 11 of the U.S.
     Bankruptcy Code, or the approval by the Company's
     shareholders or Board of Directors of any such
     transaction.

     2.   The last sentence of paragraph 16 is hereby revised and
shall read in its entirety as follows:


     The Company shall pay the ninety percent amount (90%) of
     the Key Employee's Benefit, less all deductions required
     by law, to the Key Employee not later than sixty (60)
     days after the Withdrawal Election Date by either hand
     delivery to the Key Employee at the Company's office or
     delivery in accordance with paragraph 15.5 of the
     Agreement.

     3.   Unless otherwise provided under this Amendment, the
capitalized terms used herein shall have the meanings ascribed to
them under the Agreement.

     4.   Except as hereinabove amended, the Company does hereby
republish and affirm all provisions of the Agreements. 

          IN WITNESS WHEREOF, the Company has executed this Master
Third Amendment on this 2nd day of September, 1994.


ATTEST:                            KASH N' KARRY FOOD STORES, INC.


/s/ Richard D. Coleman             By: /s/ Raymond P. Springer 
Secretary                          Name: Raymond P. Springer   
                                      Its: Executive Vice President