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                                                                   EXHIBIT 10.45


               AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

         THIS AGREEMENT, dated as of December 17, 1999, between HERTH
MANAGEMENT, INC., a North Carolina corporation ("HERTH"), and FRESH FOODS, INC.,
a North Carolina corporation formerly named "WSMP, INC." (the "Company"),

                              W I T N E S S E T H:

         WHEREAS, HERTH provides management services to the Company pursuant to
a Management Services Agreement dated March 31, 1995 (as amended by an Extension
Agreement dated August 29, 1997, the "Management Services Agreement"); and

         WHEREAS, the Management Services Agreement is expected to remain in
effect until it expires by its terms on March 31, 2002; and

         WHEREAS, the parties desire to amend the Management Services Agreement
to modify the services to be provided by HERTH subsequent to recent business
unit dispositions by the Company; and

         WHEREAS, to that end, the terms of this Amended and Restated Management
Services Agreement have been considered and approved by the Board of Directors
of HERTH and by the Sensitive Transactions Committee and the Board of Directors
of the Company;

         NOW, THEREFORE, in consideration of the premises, and the mutual
covenants contained herein, the parties hereto are agreed as follows:

         1. MANAGEMENT SERVICES. The Company has retained HERTH to provide
certain management services to the Company. The nature and extent of the
services to be provided by HERTH may vary from time to time as agreed upon by
the parties, but shall address the following areas of corporate management:

                  (a)      Strategic planning and the direction of strategic
                           initiatives, including the identification and pursuit
                           of mergers, acquisitions, other investment



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                           opportunities (both within and without the Company's
                           industry) and divestitures;

                  (b)      Management of the Company's relationships with its
                           investment banks, securities broker-dealers,
                           significant shareholders and noteholders;

                  (c)      Management of the Company's relationships with its
                           commercial banks;

                  (d)      Management of the Company's relationships with its
                           lawyers and independent accountants;

                  (e)      Management of the Company's relationships with its
                           directors, including routine provision of information
                           to the directors and facilitation of meetings of the
                           Board of Directors (and Committees thereof); and

                  (f)      General oversight of the Company's performance.

These services are currently being provided by James C. Richardson, Jr. and
David R. Clark, but the parties may add or remove, or substitute, personnel from
time to time as they may agree. Notwithstanding any other provision of this
Agreement, all corporate powers of the Company shall be exercised by or under
the authority of, and the business and affairs of the Company shall be managed
under the direction of, its Board of Directors, as required by the North
Carolina Business Corporation Act.

         2. TERM. This Agreement shall begin as of April 1, 1996, and shall
terminate on March 31, 2002.

         3. COMPENSATION. As compensation for the services rendered hereunder,
the Company shall pay HERTH the sum of One Million Five Hundred Thousand Dollars
($1,500,000.00) per annum, payable in four (4) equal installments of Three
Hundred Seventy-Five Thousand Dollars ($375,000.00), payable at the beginning of
each of the Company's accounting quarters.

         4. STATUS OF HERTH OPERATIONS. HERTH services shall be rendered through
HERTH employees or independent contractors, who shall remain the employees or





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agents of HERTH (and shall not be regarded as employees of the Company solely by
reason of the provision of services by them pursuant to this Agreement).

         5. EXTENT AND PLACE OF SERVICES. HERTH shall assume and perform such
further reasonable responsibilities and duties as may be requested from time to
time by the Company. No HERTH employee or agent shall receive any additional
compensation for service as a member of the Company's Board of Directors.

         6. TRADE SECRETS. During the terms of this Agreement, HERTH shall have
access to all facilities and records of the Company and, through its employees
and agents, may acquire information which is privileged to or a trade secret of
the Company. HERTH agrees not to disclose such information in a manner which
would be harmful to or diminish the competitive stance of the Company and shall
bind its agents and employees to the same effect.

         7. FACILITIES. HERTH, its agents and employees shall be furnished by
the Company with such offices, equipment and services as may be necessary or
useful for the performance of the services enumerated hereunder. Those persons
appointed by HERTH to perform services under this Agreement shall be granted
sufficient authority as may be reasonably necessary to carry out the duties of
HERTH hereunder.

         8. TERMINATION. This Agreement may be terminated by either party upon a
substantial breach of the terms hereof by the other party; provided, however,
that, prior to such a termination of this Agreement, the party in breach shall
be given thirty (30) days written notice of the breach, with the opportunity to
cure the breach; and provided, further, that, should the breach not be
reasonably curable within thirty (30) days, that the party in breach shall be
given an additional reasonable period of time within which to cure the breach.
Any money damages



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recoverable by the Company upon any such termination shall be limited to the sum
paid to or earned by HERTH hereunder during the period of any such breach.

         9. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and if delivered by hand or by
registered mail, in either case as follows:

                  If to the Company, then to:

                  Fresh Foods, Inc.
                  361 2nd Street, NW
                  Hickory, North Carolina 28601

                  If to HERTH, then to:

                  HERTH Management, Inc.
                  361 2nd Street, NW
                  Hickory, North Carolina 28601

Either party may, upon written notice to the other party, specify a different
address for the giving of notice during or after the term hereof.

         10. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach.

         11. ENTIRE AGREEMENT. This Agreement amends and restates the Management
Services Agreement and evidences the entire agreement of the parties. It may not
be waived, changed, modified, extended or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.

         12. BINDING EFFECT. This Agreement shall be binding upon the parties
hereto, their successors and assigns.


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         13. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.

         14. SEVERABILITY. If any provision herein shall be declared invalid or
unenforceable, then the remainder of this Agreement shall continue in full force
and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above indicated.

HERTH MANAGEMENT, INC.

By:   /s/ James C. Richardson, Jr.
   ----------------------------------------
      James C. Richardson, Jr.
      President


FRESH FOODS, INC.


By:   /s/ Pamela M. Witters
   ----------------------------------------
      Pamela M. Witters
      Chief Financial Officer

By:   /s/ William R. McDonald III
   ----------------------------------------
      William R. McDonald III
      Chairman, Sensitive Transactions Committee














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