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                                                                   EXHIBIT 10.48



                       CONSULTING AND NONCOMPETE AGREEMENT

         THIS CONSULTING AND NONCOMPETE AGREEMENT ("Agreement"), dated as of
January 6, 2000 (the "Effective Date"), between Fresh Foods, Inc., a North
Carolina corporation ("Fresh Foods"), and L. Dent Miller ("Miller")

                              W I T N E S S E T H:

         WHEREAS, food processing is the core business of Fresh Foods, and
Miller assisted in the founding of that business; and

         WHEREAS, Miller has been a director of Fresh Foods while Fresh Foods
executed its acquisition of Pierre Foods and, thereafter, integrated the
business of Pierre Foods into the company; and

         WHEREAS, Miller desires to retire from the Board of Directors of Fresh
Foods while Fresh Foods desires to engage the services of Miller as a consultant
relative to its food processing business;

         NOW, THEREFORE, in consideration of the covenants contained herein,
together with other valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

         1. CONSULTING SERVICES. Miller hereby resigns from the Board of
Directors of Fresh Foods and from all Committees of the Board of Directors of
which he is a member, and Fresh Foods hereby accepts his resignation. Fresh
Foods agrees to engage Miller as a consultant as of the Effective Date, and
Miller hereby accepts that engagement, in each case upon the terms and
conditions set forth in this Agreement. Throughout the term of this Agreement,
Miller shall report to the Chairman of the Board of Directors of Fresh Foods
(or, if none exists, then the most senior executive officer of Fresh Foods) and
shall perform such Consulting Services (as defined in Section 2) as the Chairman
or such officer, as the case may be (the "Superior Officer"), may reasonably
request.

         2. DUTIES. Miller shall, to the extent reasonably requested by the
Superior Officer, at reasonable times and places (a) consult with and advise
Fresh Foods on management of Fresh Foods' food processing business and (b)
market and promote Fresh Foods' food processing business in the southeastern
United States (collectively, "Consulting Services"). Miller need not devote more
than twenty hours per calendar week or 500 hours per calendar year to Consulting
Services. Miller is not entitled to payment of any fee or other compensation for
his Consulting Services, but Fresh Foods shall reimburse him for the reasonable
out-of-pocket expenses that he incurs while performing Consulting Services upon
presentation of receipts or other documentation in reasonable detail.

         3. INDEPENDENT CONTRACTOR. Fresh Foods and Miller hereby agree that
Miller is an independent contractor, solely responsible for the manner and form
in which he performs Consulting Services. Nothing contained herein shall be
construed as creating an



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employer/employee, master/servant, principal/agent, partnership, joint venture
or other similar kind of relationship. Miller agrees that he will not take any
action on behalf of Fresh Foods without specific instructions from, and the
prior approval of, the Superior Officer and that he does not have any right or
power in any manner to bind or commit Fresh Foods to any contract or other
obligation with any individual or entity except upon the specific prior written
approval of the Superior Officer.

         4. TERM. This Agreement shall terminate five years from the Effective
Date.

         5. COMPENSATION.

                  (a) CASH. Fresh Foods shall pay to Miller $200,000 annually
         for the five-year term of this Agreement, less such amounts, if any, as
         Fresh Foods may withhold pursuant to federal and state tax laws. Such
         payments shall be made monthly in the amount of $16,667.67 per month,
         less any applicable tax withholding, payable on the first day of each
         month, in sixty installments, commencing the first day of the month
         immediately following the Effective Date. As between the parties, Fresh
         Foods will determine whether and to what extent it is obligated to
         withhold portions of payments due to Miller pursuant to federal and
         state tax laws. Fresh Foods will make these determinations reasonably,
         in good faith and in consultation with Miller.

                  (b) MEDICAL BENEFIT. Miller may obtain if he so elects, but
         subject to Fresh Foods' approval (not to be unreasonably withheld or
         delayed), a medical insurance policy covering himself and his spouse.
         For the five-year term of this Agreement, Fresh Foods will pay the
         entire cost of medical insurance premiums due on such policy, provided
         that the coverage of such policy is no more favorable, in the
         aggregate, than the coverage presently enjoyed by Fresh Foods' most
         senior executive officer under the medical insurance policy provided
         and paid for him by Fresh Foods.

         6. COVENANT NOT TO DISCLOSE CONFIDENTIAL INFORMATION. During Miller's
prior positions with Fresh Foods and during the term of this Agreement, Miller
has and will become acquainted with confidential information of Fresh Foods and
its affiliates, including, but not limited to, customer names and
representatives, customer files, customer lists, customer specifications and
requirements, special customer matters, sales methods and techniques,
merchandising concepts and plans, business plans, sources of supply and vendors,
terms and conditions of business relationships with vendors, agents and brokers,
promotional materials and information, financial matters, mergers, acquisitions,
personnel matters and confidential processes, designs, formulas, ideas, plans,
devices and materials and other similar matters that are kept confidential (any
and all such information being referred to herein as "Confidential
Information"). The parties agree that the use of Confidential Information
against Fresh Foods would seriously damage its business. Accordingly, Miller
agrees that:

                  (a) He shall not, directly or indirectly, use any Confidential
         Information for any purpose other than to benefit Fresh Foods except
         with the prior, express and written consent of Fresh Foods or as
         required by law;




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                  (b) He shall not, directly or indirectly, divulge, publish or
         otherwise reveal or allow to be revealed any Confidential Information
         to any individual or entity except with the prior, express and written
         consent of Fresh Foods or as required by law;

                  (c) He shall refrain from any action or conduct that might
         reasonably or foreseeably be expected to compromise the confidentiality
         or proprietary nature of any Confidential Information; and

                  (d) He shall have no right to apply for, or to obtain any
         patent, copyright or other form of intellectual property protection
         regarding, any Confidential Information.

         7. COVENANT NOT TO COMPETE.

                  (a) COVENANT. Miller hereby stipulates, covenants and agrees
         that, during the Restrictive Period (as defined below), he shall not,
         directly or indirectly, other than on behalf of Fresh Foods, without
         Fresh Foods' prior, express and written consent:

                           (i) Engage in Competition (as defined below) with
                  Fresh Foods or any of its successors or assigns; or

                           (ii) Employ or solicit the employment of any
                  individual who is, or has been, at any time during the
                  Restrictive Period or during the twelve complete calendar
                  months immediately preceding the Effective Date, an employee
                  of Fresh Foods.

                  (b) CERTAIN DEFINITIONS. As used in this Section, the
         following terms shall have the following meanings:

                           (i) "Business" shall mean food processing.

                           (ii) "Competition" shall mean:

                                    (1) Engaging in the Business with a Contact
                           Person;

                                    (2) Assisting any individual or entity,
                           whether in a financial, managerial, employment,
                           advisory or other material capacity, to engage in the
                           Business with a Contact Person; or

                                    (3) Owning any interest in, or organizing an
                           entity that engages in, the Business with a Contact
                           Person; provided, however, that nothing herein shall
                           preclude Miller, directly or indirectly, from holding
                           not more than one percent of the outstanding shares
                           of common stock of any company whose shares of common
                           stock are listed on a national securities exchange or
                           authorized for quotation by NASDAQ.






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                           (iii) "Contact Person" shall be any customer, vendor,
                  agent or broker at any time of Fresh Foods with which or with
                  whom Miller has contact on behalf of Fresh Foods at any time
                  during the term of this Agreement.

                           (iv) "Restrictive Period" shall mean the five-year
                  period beginning on the Effective Date.

         8. REMEDIES. In the event of any breach of this Agreement, Fresh Foods
and its successors and assigns shall be entitled to any and all of the following
remedies in addition to such other remedies as they may have in equity or at
law:

                  (a) In that a breach of this Agreement would cause damages to
         Fresh Foods that, although capable of estimation, would be inherently
         difficult to measure, Miller shall pay to Fresh Foods by bank check or
         other good funds, upon Fresh Foods' demand following any such breach,
         the amount of $500,000. Such amount shall be paid as liquidated damages
         for the breach and not as a penalty.

                  (b) The Restrictive Period shall be extended by any time
         period during which Miller is in violation of this Agreement.

In that a breach or anticipatory breach by Miller of Section 6 or 7 of this
Agreement would cause irreparable damage to Fresh Foods, Fresh Foods also shall
be entitled to an injunction restraining Miller from attempting to violate,
violating or continuing a violation of Section 6 or 7. The existence of any
claim or cause of action on the part of Miller against Fresh Foods or its
successors or assigns, whether arising from this Agreement or otherwise, shall
in no way constitute a defense to the enforcement of Sections 6 and 7.

         9. ACKNOWLEDGEMENT OF ADEQUATE CONSIDERATION. The parties stipulate and
agree that the payments and other benefits owed to Miller by Fresh Foods under
this Agreement and the performance of Fresh Foods' obligations hereunder
constitute sufficient consideration to support enforcement of the covenants of
this Agreement.

         10. ACKNOWLEDGEMENT OF REASONABLENESS. Miller has carefully read and
considered the provisions of this Agreement in consultation with attorneys of
his choice and agrees that the restrictions set forth herein are fair and
reasonably required for Fresh Foods' protection. In the event that any provision
relating to the Restrictive Period or to Contact Persons (or both) shall be
declared by a court of competent jurisdiction to exceed the maximum time period
or geographical area such court deems reasonable and enforceable under
applicable law, the time period or area of restriction considered reasonable and
enforceable by the court shall thereafter be the applicable Restrictive Period
or to Contact Persons under this Agreement.

         11. RELEASE BY MILLER AND MILLER ENTITIES. For his affiliates, related
parties, heirs, assigns, agents, servants and representatives (the "Miller
Entities"), as well as himself, Miller does hereby release and forever discharge
and acquit the affiliates, related parties, employees, officers, directors,
shareholders, attorneys, accountants, agents, servants, representatives,
successors and assigns of Fresh Foods (the "Fresh Foods Entities"), and Fresh
Foods itself, from


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any and all claims, demands, actions, rights, causes of action, obligations and
liabilities, known and unknown (collectively, "Claims"), that he or any of the
Miller Entities has or may have against Fresh Foods or any of the Fresh Foods
Entities from the beginning of time until the date of this Agreement. Without
limiting the generality of the foregoing, Miller also releases and forever
discharges and acquits Fresh Foods and the Fresh Foods Entities, on his own
behalf and on behalf of the Miller Entities, from any and all Claims that have
arisen, may have arisen or might arise at any time in the future from the status
of any of them as a Company shareholder. Miller represents and warrants to Fresh
Foods that neither he nor any of the Miller Entities has assigned, transferred
or conveyed in any manner all, or any part, of his or its Claims against Fresh
Foods or any of the Fresh Foods Entities. Miller further represents and warrants
to Fresh Foods that this Agreement is the legal, valid and binding obligation of
himself and the Miller Entities, enforceable against each of them in accordance
with its terms.

         12. RELEASE BY FRESH FOODS. Fresh Foods does hereby release and forever
discharge and acquit Miller and the Miller Entities from any and all Claims that
Fresh Foods has or may have against Miller or any of the Miller Entities from
the beginning of time until the date of this Agreement. Fresh Foods represents
and warrants to Miller that none of the Fresh Foods Entities has any Claim
against Miller or any of the Miller Entities and that neither Fresh Foods nor
any of Fresh Foods Entities has assigned, transferred or conveyed in any manner
all, or any part, of any Claim against Miller or any of the Miller Entities.
Fresh Foods further represents and warrants to Miller that this Agreement is the
legal, valid and binding obligation of Fresh Foods, enforceable against Fresh
Foods in accordance with its terms.

         13. FRESH FOODS SECURITIES. Miller represents and warrants to Fresh
Foods that, other than the shares of Fresh Foods common stock that he has
unconditionally contracted to sell to James C. Richardson, Jr., neither he nor
any of the Miller Entities beneficially owns any shares of common stock or other
securities issued by Fresh Foods. Miller covenants and agrees with Fresh Foods
that neither he nor any of the Miller Entities will at any time hereafter
purchase or otherwise acquire (so as to beneficially own) any security issued by
Fresh Foods.

         14. CERTAIN DEFINITIONS. As used in this Agreement: (a) a person's
"affiliate" is a second person controlled, directly or indirectly, by the first
person; (b) a person's "related party" is a second person related (by blood or
marriage) to the first person, a trust as to which the first person was or is a
settlor, trustee or beneficiary or a corporation, partnership or other company
as to which the first person was or is a shareholder, partner, member, officer,
director or manager; and (c) the term "beneficially owns" derives its meaning
from Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

         15. CONFIDENTIALITY; COVENANT NOT TO DISPARAGE. Each party covenants
and agrees with the other not to disclose the existence or terms of this
Agreement to any person at any time for any purpose, except that (a) either
party may make such disclosures confidentially to the party's lawyers and
accountants in connection with the rendition of their professional services and
(b) Fresh Foods may make such disclosures as it deems to be required by
applicable securities laws. Each party represents and warrants to the other that
the one party knows of no unlawful conduct by the other. Each party covenants
and agrees with the other not to disparage the reputation of the other.





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         16. CHANGE OF CONTROL. If a Change in Control of the Company shall
occur before the expiration of this Agreement, then Fresh Foods shall pay to
Miller, by bank check or other good funds on the Change in Control Date, the
entire unpaid portion of the $1,000,000 amount otherwise due to be paid to
Miller in annual installments over the five-year term of this Agreement pursuant
to Section 5(a) of this Agreement. As used herein, the terms "Change in Control
of the Company" and "Change in Control Date" shall have the meanings assigned to
them in that certain Amended and Restated Change in Control Agreement between
David R. Clark and Fresh Foods as in effect at the date hereof.

         17. ATTORNEYS' FEES. Should it become necessary for Fresh Foods to
institute legal proceedings as a result of a breach of any terms or covenants
contained in this Agreement, Fresh Foods shall, if it is the prevailing party in
such litigation, be entitled to have and recover from the non-prevailing party
reasonable attorneys' fees plus court costs in addition to any and all relief
otherwise available to it, either at law or in equity. Should it become
necessary for Miller to institute legal proceedings as a result of a breach of
any terms or covenants contained in this Agreement, Miller shall, if he is the
prevailing party in such litigation, be entitled to have and recover from the
non-prevailing party reasonable attorneys' fees plus court costs in addition to
any and all relief otherwise available to him, either at law or in equity.

         18. SEVERABILITY. The illegality, unenforceability or invalidity of any
one or more covenants, phrases, clauses, sentences or paragraphs of this
Agreement, as determined by a court of competent jurisdiction, shall not affect
the remaining portions of this Agreement, or any part thereof; and, in case of
any such illegality, unenforceability or invalidity, this Agreement shall be
construed as if such covenants, phrases, clauses, sentences or paragraphs, to
the extent and only to the extent determined to be illegal, unenforceable or
invalid, had not been inserted.

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

         20. ENTIRE AGREEMENT. This Agreement evidences the entire agreement
among the parties and their privies relative to the subject matter covered
hereby and supersedes all prior or contemporaneous oral or written agreements
among any or all of them.

         21. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina without regard to the
principles of conflict of laws thereof.

         22. NOTICES. Any notice that may be given hereunder shall be in writing
and shall be deemed to have been given on the earlier to occur of (a) actual
receipt or (b) the second business day after the same shall have been mailed by
certified mail, postage prepaid, return receipt requested, to the parties at the
addresses listed below:






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         If to Fresh Foods:                Fresh Foods, Inc.
                                           P.O. Box 3967
                                           Hickory, NC 28603
                                           Attention: David R. Clark

         If to Miller:                     Mr. L. Dent Miller
                                           209 Museum Road
                                           Statesville, NC 28625

or, in any case, to such other address as the party to whom or to which such
notice is to be given shall have specified by notice given to the other parties.

         23. SUCCESSORS, HEIRS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their successors, heirs and
assigns.

         24. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall constitute an original and all of which, taken together, shall
constitute one and the same Agreement.

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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                  FRESH FOODS, INC.


                                  By: /s/ David R. Clark
                                      -------------------------
                                        David R. Clark
                                        Vice Chairman of the Board of Directors


                                  MILLER:


                                  /s/ L. Dent Miller           (SEAL)
                                  -----------------------------
                                  L. Dent Miller,
                                           on behalf of himself and the
                                           Miller Entities referred to above





























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