Exhibit 10.1
 

JITNEY-JUNGLE STORES OF AMERICA, INC.




October 16, 1996



Mr. Michael E. Julian
P. O. Box 1289
Norfolk, VA  23501-1289

Dear Mike:

The purpose of this letter is to confirm our agreement  regarding  your fees for
certain consulting services provided by you to Jitney-Jungle  Stores of America,
Inc., during the past six months. These services have included (1) advice on the
development of a Frequent Shoppers Card marketing  program;  (2) advice on labor
scheduling and  productivity  improvement;  (3) a market  analysis and expansion
plan for our Memphis  market  area;  (4) advice on the produce  cross dock;  (5)
development of a discount store strategy; and (6) general strategic planning. We
appreciate  the extensive  time you devoted to these  projects,  including  your
travel,  site visits and meetings with  management.  For your services,  we have
agreed to pay you a fee of $170,000. Enclosed you will find our check in payment
of this amount.

Please  acknowledge your agreement with the foregoing and receipt of this fee by
executing and returning a copy of this letter.


                                           Sincerely,

                                           JITNEY-JUNGLE STORES OF AMERICA, INC.

                                           By: /s/ Roger P. Friou
                                           ----------------------
                                           Roger P. Friou
                                           President


Agreed and Acknowledged:

/s/ Michael E. Julian
- ---------------------
Michael E. Julian